Directors Report of Fone4 Communications (India) Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 11^th Directors'' Report on the business and operations of Fone4 Communications (India) Limited (“the Company”) together with the Audited Financial Statements of Accounts of the Company for the Financial Y ear ended March 31, 2025.

1. FINANCIAL RESULT		(Amount in Lakhs)
PARTICULARS	F.Y. 2024-2025	F.Y. 2023-24
	Standalone	Standalone
Total Income	5834.73	14250.11
Total Expenditure	6129.17	14894.15
Profit / (Loss) Before Tax	(294.44)	(644.05)
Less: Tax Expense	24.42	5.76
Profit / (Loss) After Tax	(318.86)	(649.81)
Earning Per Shares (Basic)	(1.87)	(3.81)
Earning Per Shares (Diluted)	(1.87)	(3.81)

2. STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS

During the Financial Year ended 31^st March, 2025, the Company has recorded total revenue of Rs. 5834.73/- Lakhs as against Rs. 14250.11/- Lakhs in the previous year. During the reporting period the Company has incurred Net Loss of Rs. 318.86/- Lakhs as against the net loss of Rs. 649.81/- Lakhs in the previous year.

3. SHARE CAPITAL

(i) Changes in the Capital Structure:

Authorized Share Capital:

During the year under review, the Company increased its Authorized Share Capital from Rs.

18.00. 00.000/- (Rupees Eighteen Crores Only) to Rs. 24,95,00,000/- (Rupees Twenty-Four Crores Ninety Five Lakhs Only) through a resolution passed at the Extra-Ordinary General Meeting held on 25^th January 2025.

As on the date of this report, the Authorized Share Capital of the Company stood at Rs.

24.95.00. 000/- (Rupees Twenty Four Crores Ninety Five Lakhs Only) divided into 2,49,50,000 (Two Crore Forty-Nine Lakhs Fifty Thousand) Number of Equity Shares of Face Value Rs. 10/-(Rupees Ten only) each.

Issued, Subscribed and Paid-Up Share Capital:

During the year under review, the Issued, subscribed and paid-up share capital of the Company stood at from Rs. 17,05,00,000/- (Rupees Seventeen Crores Five Lakhs Only) divided into 17050000 Number of Equity Shares of Face Value Rs. 10/- (Rupees Ten only) each.

After the closure of Financial Year and up to the date of this report, the Company issued additional equity shares through allotment as detailed below:

S. No.	Type of Issue	Date of allotment	No. of Shares issues along with Face value	Total Amount at face value (in Rs.)	Total Amount at Issued Price (in Rs.)
1.	Preferential Issue in accordance with Chapter V of the SEBI (ICDR) Regulations and other applicable laws.	April 22, 2025	79,00,000 Equity Shares of face value of Rs. 10 each at issued price of Rs. 15 each	Rs. 7,90,00,000	Rs. 11,85,00,000

Pursuant to the above allotment, the issued, subscribed, and Paid-up capital of the company is increased from Rs. 17,05,00,000/- to Rs. 24,95,00,000/-.

As on the date of this report, the Issued, subscribed and paid-up share capital of the Company stood at Rs. 24,95,00,000/- (Rupees Twenty-Four Crores Ninety-Five Lakhs Only) divided into 2,49,50,000 (Two Crore Forty-Nine Lakhs Fifty Thousand) Number of Equity Shares of Face Value Rs. 10/- (Rupees Ten only) each.

4. DEPOSITS

The Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act read with Chapter V of the Act and the Companies (Acceptance of Deposits) Rules, 2014, and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet for the F.Y. 2024-25

5. DIVIDEND

The Board of Directors did not recommend any dividend for the year.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to provisions of Section 125 of the Act, the dividends which have remained unpaid / unclaimed for a period of Seven (7) years from the date of transfer the unpaid dividend amount is mandatorily required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

The provisions of above section are not applicable to the Company since no dividend was lying in unpaid dividend account.

7. AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES

We do not propose to transfer any amount to general reserve.

8. CHANGE IN THE NATURE OF BUSINESS. IF ANY

During the financial year under review, there was no change in the nature of the business of the Company.

9. REVISION OF FINANCIAL STATEMENT. IF ANY

There was no revision in the financial statements of the Company.

10. REGISTERED OFFICE

During the financial year under review, the Registered Office of the Company has been shifted from “Poovathum Arcade, Koothapady Temple Road, Thammanam, P.O. Ernakulam, Kerala -682032 to “Office No.45/688 C, 1^st Floor, P V Complex, Thammanam P.O., Kuthappady Temple Road, Thammanam, Kochi - 682032” India with effect from 10^th December, 2024.

The Registered Office of the Company is presently situated at Office No. 45/688 C, 1st Floor, P V Complex, Thammanam P.O, Kuthappady Temple Road, Thammanam, Kochi, Ernakulam, Kerala, India, 682032

11. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As of the date of the report, your company has the following Directors on its Board:

S. No.	Name of Director	Designation	DIN	Original Date of Appointment	Date of Appointment at current designation	Date of Cessation
1	Mr. Sayyed Hamid	Managing Director	05167876	08/05/2014	12/03/2022	-
2	Mr. Roudha Zerlina	Non-Executive Director	05168024	08/05/2014	12/03/2022	-
3	Mr. Mohammed Arzoo Abdul Latheef	Independent Director	09525381	12/03/2022	16/03/2022
4	Mr. Mohammed Asharaf	Independent Director	09526578	12/03/2022	16/03/2022	-
5	Mr. Sayyed Imbichi Haris Sayyed	Executive Director	08395581	20/03/2019	02/09/2019

A. Changes in Directors are as follows:

During the year under review, there was no change in the Board of Directors of the Company.

B. Chief Financial Officer:

Mr. Sayyed Imbichi Haris Sayyed was appointed as the Chief Financial Officer of the Company w.e.f. 12^th March, 2022.

C. Company Secretary & Compliance Officer:

Ms. Shweta Mehrotra was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 04^th November, 2022.

D. Rotational Director:

As per the provisions of the Companies Act, 2013, Mr. Sayyed Imbichi Haris Sayyed (DIN: 08395581), Director, whose office is liable to retire by rotation in accordance with the provision of Companies Act, 2013 and being eligible, offers himself for re-appointment at the 11^th Annual General Meeting of the Company.

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2024-25, total 10 (Ten) meetings of the Board of Directors were held. Following are the dates on which the said meetings were held:

• 30^th May, 2024

• 7^th June, 2024

• 30^th July, 2024

• 4^th September, 2024

• 14^th November, 2024

• 10^th December, 2024

• 26^th December, 2024

• 27^th December, 2024

• 2^nd January, 2025

• 31^st March, 2025

The intervening gap between any two Meetings was within the period prescribed under the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.

S. No.	Name of Director	Designation	No. of Board Meeting eligible to attend	No. of Meetings attended	No. Meeting in which absent
1	Mr. Sayyed Hamid	Managing Director	10	10	0
2	Mr. Roudha Zerlina	Non-Executive Director	10	10	0
3	Mr. Mohammed Arzoo Abdul Latheef	Independent Director	10	10	0
4	Mr. Mohammed Asharaf	Independent Director	10	10	0
5	Mr. Sayyed Imbichi Haris Sayyed	Executive Director	10	10	0

13. BOARD COMMITTEES:

Currently, the Board has following committees: Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee.

Audit Committees:

The Audit Committee of the Company is constituted/re-constituted in line with the provisions of Section 177 of the Companies Act, 2013.The Audit Committee is constituted in line to monitor and provide effective supervision of the management’s financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting.

During the Financial Year 2024-25, 02 (Two) meeting of the Audit Committee were held. Following are the dates on which the said meetings were held:

• 7^th June, 2024

• 14^th November, 2024

S. No	Name of the Members	Designation	No. of Audit Committee Meetings attended during the year
1.	Mr. Mohammed Asharaf	(Chairman, Independent Director)	2
2.	Mr. Mohammed Arzoo Abdul Latheef	(Member, Independent Director)	2
3.	Mr. Sayyed Hamid	(Member, Managing Director)	2
During the year, all recommendations of the audit committee Directors.			were approved by the Board of
Nomination and Remuneration Committee:
The Nomination and Remuneration Committee of the Company is constituted/re-constituted in line with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors. The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this Committee.
During the Financial Year 2024-25, meeting of Nomination and Remuneration Committee was held on 31st March 2025.
S. No	Name of the Members	Designation	No. of Nomination and Remuneration Committee Meetings attended during the year
1.	Mr. Mohammed Asharaf	(Chairman, Independent Director)	1
2.	Mr. Mohammed Arzoo Abdul Latheef	(Member, Independent Director)	1
3.	Mrs. Roudha Zerlina	(Member, NonExecutive Director)	1
Stakeholders Relationship Committee:
The Company has a Stakeholder Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices /annual reports, etc.
During the Financial Year 2024-25, meeting of Stakeholders Relationship Committee was held on 31st March 2025.
S. No	Name of the Members	Designation	No. of Stakeholder Relationship Committee Meetings attended during the year
1.	Mrs. Roudha Zerlina	(Chairman, NonExecutive Director)	1
2.	Mr. Sayyed Hamid	(Member, Managing Director)	1
3.	Mr. Sayyed Imbichi Haris Sayyed	(Member, Executive Director)	1

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There is no material changes and commitment affecting financial position of the Company occurred between the end of the financial year of the company to which the financial statements relate and the date of the report, except as stated in this report.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013:

Particulars of loan given, investment made, guarantees given and security provided under Section 186 of the Companies Act, 2013, if any, are provided in the notes of financial statement.

16. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

According to Section 134(5) (e) of the Companies Act, 2013, the term “Internal Financial Control (IFC)” means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from the top management to executive level.

The compliance relating to Internal Financial controls have been duly certified by the statutory auditors.

17. CORPORATE SOCIAL RESPONSIBILITY:

Provisions of Corporate Social Responsibility are not applicable on the Company. Therefore, Company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

18. CORPORATE GOVERNANCE:

In accordance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46, as well as Para C, D, and E of Schedule V, is not applicable to listed entities that have their specified securities listed on the SME Exchange. Therefore, the requirement to file a Corporate Governance Report with the Stock Exchange does not apply to the Company for the financial year 2024-25.

Since the Company’s securities are listed on EMERGE SME Platform of BSE, Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para-C, D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are not applicable to the Company. Hence Report on the Corporate Governance does not form part of this Board’s Report.

19. HUMAN RESOURCES:

The Management has a healthy relationship with the officers and the Employee.

20. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (“SEBI Listing Regulations”).

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Board evaluated the performance of Independent Directors and Individual Directors considering various parameters such as their familiarity with the Company''s vision, policies, values, code of conduct, their attendance at Board and Committee Meetings, whether they participate in the meetings constructively by providing inputs and provide suggestions to the Management/Board in areas of domain expertise, whether they seek clarifications by raising appropriate issues on the presentations made by the Management/reports placed before the Board, practice confidentiality, etc. It was observed that the Directors discharged their responsibilities in an effective manner. The Directors possess integrity, expertise and experience in their respective fields.

21. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149 (7) of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, the Company has received declarations from all the Independent Directors of the Company confirming that they meet the ‘criteria of Independence’ as prescribed under Section 149 (6) of the Act and have submitted their respective declarations as required under Section 149 (7) of the Act and the Listing Regulations. In terms of Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

In the opinion of the Board, the independent directors possess the requisite integrity, experience, expertise and proficiency required under all applicable laws.

22. SEPARATE MEETING OF INDEPENDENT DIRECTOR

The Company’s Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel to review the performance of nonindependent Directors and the Board as a whole, to review the performance of the Chairperson of the company, taking into account the views of executive Directors and non-executive Directors and to assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

During the year under review, one Meeting of the Independent Directors was held on March 31, 2025 for the Financial Year 2024-25.

23. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in “Annexure-I” to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.

24. RATIO OF REMUNERATION TO EACH DIRECTOR:

During the year Company has not given any remuneration to Directors of the Company.

25. POLICIES

The Company has adopted the following policies in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

• Policy on Preservation of Documents and Archives Management as per Regulation 9 and 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy for Disclosure of events/ information and Determination of materiality as per Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy on Materiality of Related Party Transactions as per Regulation 23(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy for determining material subsidiary as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

26. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment, Remuneration and determine Directors’ Independence of Directors which inter-alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

The Nomination & Remuneration Policy is uploaded on the website of the Company i.e. www.fone4.in.

27. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Company’s code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in exceptional cases.

The Whistle Blower Policy is uploaded on the website of the Company i.e. www.fone4.in.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year, there were some transactions entered with related parties referred to in Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014. Form AOC-2 has been annexed to the Report as Annexure-II.

29. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2024-25, the Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013, therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

30. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the reporting period, the Company has no Subsidiary, associate or Joint Venture Company as on date.

Hence, provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

During the period under review no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

32. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:

(a) That in the preparation of the annual accounts for the financial year ended 31^st March 2025 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year review;

(c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) That the directors had prepared the annual accounts for the financial year ended 31^st March, 2025 on a going concern basis;

(e) That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

(f) That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

33. AUDITORS & AUDITOR’S REPORTa) Statutory Auditor:

M/s Kapish Jain & Associates, Chartered Accountants (FRN 022743N), were appointed as the Statutory Auditors of the Company for a term of five (5) consecutive years at the Annual General Meeting held on 29^th December, 2022 at a remuneration plus applicable taxes and out-of-pocket expenses as may be decided by the Board of Directors from time to time.

Auditor’s Report

The Auditor’s Report for financial year ended March 31, 2025. All Observations, qualifications, disclaimer adverse remarks made in the Independent Auditors’ Report and Notes forming part of the Financial Statements are mentioned below along with the response of the management, and also, there is no incident of fraud requiring reporting by the auditors under Section 143(12) of the Companies Act, 2013 during the year. The Auditor’s report is enclosed with the financial statements in this Auditor’s Report.

S. No.	Auditor Qualification	Management Response
1	Following qualification has been given by the Auditors in the audit report on Standalone Financial Statements of the Company: The confirmations regarding the closing balances of trade receivables, trade payables and loans & advances were not made available to us by the management in certain cases. Therefore, we are unable to comment on whether those balances, as shown in financial results, are correct or not.	In this regard we would like to apprise you of the fact that the management has conducted internal reconciliations and reviewed all relevant supporting documentation such as invoices, ledgers, payment records, and communications with counterparties which taking time therefore closing balance were not made available to Auditor.
2	Following qualification has been given by the Auditors in the audit report on Standalone Financia! Statements of the Company: The Company has registered under the Employees Provident Fund Act, 1952 and Employee''s State Insurance Act, 1948, however, the same has not been deducted and deposited on the eligible employees. The impact of the same is not ascertainable.	We would like to apprise you of the fact the number of employees in the Company had previously fallen below the minimum threshold required for applicability under the Act. Accordingly, the Company was not in compliance due to inapplicability of the said provisions at that time. However, we are currently in the process of ensuring compliance.

3	Following qualification has been given	In this regard, we would like to apprise you
	by the Auditors in the audit report on	that the Company is in the process of filing
	Standalone Financial Statements of the	the Income Tax Return (ITR) under Section
	Company:	139 of the Income-tax Act, 1961, and the
	The Company has not complied with the	Tax Audit Report (TAR) under Section
	provision of Income Tax Act, 1961 ("IT	44AB of the Act for the Assessment Years
	Act") by failing to file the Income Tax Return ("ITR") under Section 139 of the IT Act and Tax Audit Report ("TAR") under Section 44AB of the IT Act for the assessment year 2022-23, 2023-24 and 2024-25. Accordingly, the Company shall be liable to pay the applicable penalties for non-filing of ITR and TAR as per provisions of the IT Act.	2022-23, 2023-24 and 2024-25.

b) Cost Auditors:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

c) Internal Auditors:

The Company has duly complied with the provisions of Section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act. In line with these requirements, the Board of Directors, at its meeting held on 31^st March, 2025, appointed Mr. Manoj Kukreekat John as an Internal Auditor for the Financial Year 202425.

d) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, at its meeting held on March 31, 2025, appointed M/s Amit Saxena, a Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year 2024-25.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31^st March, 2025, contain qualification, reservation or adverse remark. A copy of the Secretarial Audit Report (Form MR-3) as provided by the Company Secretary in Practice has been annexed to the Report.

34. ANNUAL RETURN

As required pursuant to section 92(3) ofthe Companies Act, 2013 and rule 12(1) ofthe Companies (Management and Administration) Rules, 2014, an annual return as on 31^st March, 2025 will be uploaded on website of the Company at www.fone4.in.

35. FAMILIARISATION PROGRAMMES

The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarisation programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarisation programme for Independent Directors is disclosed on the Company’s website www.fone4.in.

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report as “Annexure - III”.

37. CODE OF CONDUCT:

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

38. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment.

During the year under review, the details of complaints pertaining to sexual harassment received are as follows:

No. of complaints of sexual harassment received in the year	Nil
No. of complaints disposed off during the year	Nil
No. of cases pending for more than ninety year	Nil

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

As there is no application made or pending under Insolvency and Bankruptcy Code, 2016, so there is no requirement to give details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF:

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and valuation done while taking the loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

41. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2014 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at “Annexure-IV”.

42. RISK MANAGEMENT POLICY

The Board of Directors of the Company are of the view that currently no significant risk factors are present which may threaten the existence of the company. During the year, your Director’s have an adequate risk management infrastructure in place capable of addressing those risks. The company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures periodically. The company’s management systems, organizational structures, processes, standards, code of conduct and behaviour together form a complete and effective Risk Management System (RMS).

43. PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

44. MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

45. SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) whenever it has applicable. Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as and when they are made mandatory.

46. CAUTIONARY NOTE

The statements forming part of the Board’s Report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

47. STATEMENT ON OTHER COMPLIANCES

Your Director’s state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items During the reporting period:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise;

c. Issue of shares (including sweat equity shares) to employees of the Company.

d. Neither the Managing Director nor any of the Whole-time Directors of the Company receive any remuneration or commission.;

48. WEBSITE OF THE COMPANY:

Your Company maintains a website www.fone4.in where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

49. ACKNOWLEDGEMENT:

The Directors regret the loss of life are deeply grateful and have immense respect for every person. The Directors wish to convey their appreciation to all of the Company’s employees for their contribution towards the Company’s performance. The Directors would also like to thank the shareholders, employee unions, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.

---

Mar 31, 2024

Your directors have pleasure in presenting the 10^th Directors'' Report on the business and operations of
Fone4 Communications (India) Limited (The Company) together with the Audited Financial
Statements of Accounts of the Company for the Financial Year ended March 31, 2024

Financial Result:

( Amount in Lakhs)

Particulars	F.Y. 2023-2024	F.Y. 2022-23
	Standalone	Standalone
Total Income	14250.11	10306.94
Total Expenditure	14894.16	10515.32
Profit / (Loss)	(644.05)	(208.38)
Before Tax
Less: Current	5.76	(18.92)
Tax/Provision for Tax
Profit / (Loss) After	(649.81)	(189.46)
Tax

1. STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS:

During the Financial Year ended 31^st March, 2024, the Company has recorded total revenue of
INR 14250.11 Lakhs/- as against IN 10306.94/- Lakhs in the previous year. During the reporting
period the Company has incurred Net Loss of INR 649.81 Lakhs as against the net loss of INR
189.46/- Lakhs in the previous year.

2. SHARE CAPITAL:

During the financial year 2023-24, there has been no change in the Authorized Share Capital of
the. Company Issued, Subscribed and paid-up share Capital of the Company is INR 17,05,00,000
divided into 1,70,50,000 Equity shares of Rs. 10 each.

3. DEPOSITS:

During the reporting period, your Company has not accepted any deposits, falling within the
meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits)
Rules, 2014.

4. DIVIDEND:

The Board of Directors did not recommend any dividend for the year.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no
dividend declared and paid last year.

7. AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES:

We do not propose to transfer any amount to general reserve.

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the financial year under review, there was no change in the nature of the business of the
Company.

9. REVISION OF FINANCIAL STATEMENT. IF ANY:

There was no revision in the financial statements of the Company.

10. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of the Company was duly constituted in accordance with the provisions of the
Companies Act, 2013. As of the date of the report, your company has the following Directors on
its Board:

S. No.	Name of Director	Designation	DIN	Original Date of Appointment	Date of Appointment at current designation	Date of Resignation
1	Mr. Sayyed Hamid	Managing Director	05167876	08/05/2014	12/03/2022	-
2	Mr. Roudha Zerlina	Non¬ Executive Director	05168024	08/05/2014	12/03/2022
3	Mr. Mohammed Arzoo Abdul Latheef	Independent Director	09525381	12/03/2022	16/03/2022
4	Mr. Mohammed Asharaf	Independent Director	09526578	12/03/2022	16/03/2022
5	Mr. Sayyed Imbichi Haris Sayyed	Executive Director	08395581	20/03/2019	02/09/2019

A. Changes in Directors are as follows:

During the year under review there was no change in the Board of Directors of the Company.

B. Chief Financial Officer

Mr. Sayyed Imbichi Haris Sayyed

C. Company Secretary & Compliance Officer

The Company had appointed Ms. Shweta Mehrotra as Company Secretary & Compliance
Officer of the Company w.e.f. 04^th November, 2022.

11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year under review 07 (Seven) meetings of the Board of Directors were held.
The dates on which the said meetings were held:

• 05^th May, 2023

• 30^th May, 2023

• 02^nd June, 2023

• 05^th September, 2023

• 09^th November, 2023

• 17^th November, 2023

• 05^th March, 2024

The intervening gap between any two Meetings was within the period prescribed under the SEBI
(LODR) Regulations, 2015 and Companies Act, 2013.

12. NUMBER OF MEETINGS OF AUDIT COMMITTEE

• 05^th May 2023

• 30^th May, 2023

• 09^th September, 2023

• 17th November, 2023

• 05th March, 2024

13. NUMBER OF MEETINGS OF NOMINATION AND REMUNERATION COMMITTEE

• 17th November, 2023

14. NUMBER OF MEETING OF STAKEHOLDER RELATIONSHIP COMMITTEE

• 05^th May 2023

Currently, the Board has following committees: Audit Committee, Nomination & Remuneration
Committee and Stakeholder Relationship Committee.

Audit Committees:

The Audit Committee of the Company is constituted/re-constituted in line with the provisions of
Section 177 of the Companies Act, 2013.The Audit Committee is constituted in line to monitor
and provide effective supervision of the management’s financial reporting process, to ensure
accurate and timely disclosures, with the highest level of transparency, integrity, and quality of
Financial Reporting.

S. No	Name of the Members	Designation
1.	Mr. Mohammed Asharaf	(Chairman, Independent Director)
2.	Mr. Mohammed Arzoo Abdul Latheef	(Member, Independent Director)
3.	Mr. Sayyed Hamid	(Member, Managing Director)

During the year, all recommendations of the audit committee were approved by the Board of
Directors.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted/re-constituted in line
with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration
Committee recommends the appointment of Directors and remuneration of such Directors. The
level and structure of appointment and remuneration of all Key Managerial personnel and Senior
Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this
Committee.

S. No	Name of the Members	Designation
1.	Mr. Mohammed Asharaf	(Chairman, Independent Director)
2.	Mr. Mohammed Arzoo Abdul Latheef	(Member, Independent Director)
3.	Mrs. Roudha Zerlina	(Member, Non-Executive Director)

The Company has a Stakeholder Relationship Committee of Directors in compliance with
provisions of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 to look into the redressal of complaints of investors
such as transfer or credit of shares, non-receipt of dividend/notices /annual reports, etc.

S. No	Name of the Members	Designation
1.	Mrs. Roudha Zerlina	(Chairman, Non-Executive Director)
2.	Mr. Sayyed Hamid	Member, Managing Director
3.	Mr. Sayyed Imbichi Haris Sayyed	(Member, Executive Director)

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
OF THE COMPANY:

There is no material changes and commitment occurred after the end of financial year up to the
date of this report which may affect the financial position of the Company.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF
THE COMPANIES ACT, 2013:

Particulars of loan given, investment made, guarantees given and security provided under Section
186 of the Companies Act, 2013, if any, are provided in the notes of financial statement.

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

According to Section 134(5) (e) of the Companies Act, 2013, the term “Internal Financial Control
(IFC)” means the policies and procedures adopted by the Company for ensuring the orderly and
efficient conduct of its business, including adherence to the company’s policies, safeguarding of
its assets, prevention and detection of frauds and errors, accuracy and completeness of the
accounting records and timely preparation of reliable financial information. The company has a
well-placed, proper and adequate Internal Financial Control System which ensures that all the
assets are safeguarded and protected and that the transactions are authorized recorded and
reported correctly. To further strengthen the internal control process, the company has developed
the very comprehensive compliance management tool to drill down the responsibility of the
compliance from the top management to executive level.

The compliance relating to Internal Financial controls have been duly certified by the statutory
auditors.

18. CORPORATE SOCIAL RESPONSIBILITY:

Provisions of Corporate Social Responsibility are not applicable on the Company. Therefore,
Company has not developed and implemented any Corporate Social Responsibility Initiatives as
provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social
Responsibility Policy) Rules, 2014.

19. CORPORATE GOVERNANCE:

Provisions of Para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015 are not applicable to your Company. Hence, report on
Corporate Governance is not annexed.

20. HUMAN RESOURCES:

The Management has a healthy relationship with the officers and the Employee.

21. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board
committees and individual directors pursuant to the provisions of the Act and the corporate
governance requirements as prescribed by Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations 2015 (“SEBI Listing Regulations”).

The performance of the Board was evaluated by the Board after seeking inputs from all the
directors on the basis of the criteria such as the board composition and structure, effectiveness of
board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the individual director
to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful
and constructive contribution and inputs in meetings, etc. In addition, the chairman was also
evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors,
performance of the board as a whole and performance of the chairman was evaluated, taking into
account the views of executive directors and non-executive directors. The same was discussed in
the board meeting that followed the meeting of the independent directors, at which the
performance of the board, its committees and individual directors was also discussed.
Performance evaluation of independent directors was done by the entire board, excluding the
independent director being evaluated.

The Board evaluated the performance of Independent Directors and Individual Directors
considering various parameters such as their familiarity with the Company''s vision, policies,
values, code of conduct, their attendance at Board and Committee Meetings, whether they
participate in the meetings constructively by providing inputs and provide suggestions to the
Management/Board in areas of domain expertise, whether they seek clarifications by raising
appropriate issues on the presentations made by the Management/reports placed before the Board,
practice confidentiality, etc. It was observed that the Directors discharged their responsibilities in
an effective manner. The Directors possess integrity, expertise and experience in their respective
fields.

The Separate Meeting of Independent Director were hold on 17^th November 2023

21. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS
OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER

RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES,
2014:

Disclosure pertaining to remuneration and other details as required under Section 197 of the
Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given in “Annexure-III” to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the
Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate
annexure forming part of this report.

22.. RATIO OF REMUNERATION TO EACH DIRECTOR:

During the year Company has not given any remuneration to Directors of the Company.

23. POLICIES

Company has the following policies:

• Policy on Preservation of Documents and Archives Management as per Regulation 9 and
30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy for Disclosure of events/ information and Determination of materiality as per
Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

• Policy on Materiality of Related Party Transactions as per Regulation 23(1) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy for determining material subsidiary as per SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES:

During the year, there were some transaction entered with related parties referred to in Section
188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014.
Form AOC-2 has been annexed to the Report as Annexure-I.

25. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2023-24, the Auditors have not reported any matter under section
143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section
134(3) (ca) of the Companies Act, 2013.

26. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES:

During the reporting period, the Company has no Subsidiary, associate or Joint Venture Company
as on date.

Hence, provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of
consolidated financial statements are not applicable

27. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the SEBI
(Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has formulated
Whistle Blower Policy for vigil mechanism of Directors and employees to report to the
management about the unethical behavior, fraud or violation of Company’s code of conduct. The
mechanism provides for adequate safeguards against victimization of employees and Directors
who use such mechanism and makes provision for direct access to the chairman of the Audit
Committee in exceptional cases.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN

STATUS AND COMPANY’S OPERATIONS IN FUTURE:

During the period under review no material orders have been passed by the regulators or courts
or tribunals impacting the going concern status and company’s operations in future.

29. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to
Directors Responsibilities Statement, it is hereby confirmed:

(a) That in the preparation of the annual accounts for the financial year ended 31^st March 2024
the applicable accounting standards had been followed along with proper explanation relating
to material departures;

(b) That the directors had selected such accounting policies and applied them consistently and
made judgments and estimates that were reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of the financial year and of the profit or
loss of the company for the year review;

(c) That the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;

(d) That the directors had prepared the annual accounts for the financial year ended 31^st
March,2024 on a going concern basis;

(e) That the directors had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively and

(f) That the directors had devised proper system to ensure compliance with the provisions of all
applicable laws and that such system were adequate and operating effectively.

30. AUDITORS & AUDITOR’S REPORT:

a) Statutory Auditor:

M/s. Kapish Jain & Associates., Chartered Accountants (FRN: 022743N) were appointed as a
Statutory Auditors of the Company in the Annual General Meeting Held on 29^th December,2022
to hold office till the Conclusion of 13^th Annual General Meeting

Auditor’s Report

The Auditor’s Report for financial year ended March 31, 2024. All Observations, qualifications,
disclaimer adverse remarks made in the Independent Auditors’ Report and Notes forming part of
the Financial Statements are mentioned below along with the response of the management, and
also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the
Companies Act, 2013 during the year. The Auditor’s report is enclosed with the financial
statements in this Auditor’s Report.

S. No.	Auditor Qualification	Management Response
1	Following qualification has been given by the Auditors in the audit report on Standalone Financial Statements of the Company: The confirmations regarding the closing balances of trade receivables, trade payables and loans & advances were not made available to us even directly or by the management. Therefore, we are unable to | comment whether those balances as shown in financial statements are correct or not.	In this regard we would like to apprise you of the fact that due to migration to Tally Accounting Software which is a time¬ consuming process and the complete finance team was engaged in the said process. Due to paucity of time, confirmations in certain cases regarding the closing balances of trade receivables, trade payables and loans & advances were not made available to auditor by the management.
2	Following qualification has been given by the Auditors in the audit report on Standalone Financia! Statements of the Company: The Company has registered under the Employees Provident Fund Act, 1952 and Employee''s State Insurance Act, 1948, however, the same has not been deducted and deposited on the eligible employees. The impact of the same is not ascertainable.	We would like to apprise you of the fact number of employees falls below the minimum eligibility criteria required to comply the Act, that''s why company was not complying the same. However, we are in process of complying the same.
3	Following qualification has been given by the Auditors in the audit report on Standalone Financial Statements of the Company: The Company has not complied with the provision of Income Tax Act, 1961 ("IT Act") by failing to file the Income Tax return ("ITR") under section 139 of the IT Act and Tax Audit Report ("TAR") under section 44AB of the IT Act for the assessment year 2022-23 and 2023-24. Accordingly, the company shall be liable to pay the applicable penalties for non¬ filing of ITR and TAR as per provisions of the IT Act.	In this regards we would like to apprise you the fact that the Company is in process of filing the ITR and TAR under section 139 of the IT Act and Tax Audit Report ("TAR") under section 44AB of the IT Act for the assessment year 2022-23 and 2023-24.

b) Cost auditors:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies
Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost
audit is not applicable to the Company.

c) Internal auditors

The Company has appointed Mr. Manoj Kukreekat John as an Internal Auditor pursuant to Section
138 of the Companies Act, 2013 read with the rule 13 of the Companies (Accounts) Rules, 2014,
for the Financial Year 2023-24 and the Internal Auditor submitted its report to the Board.

d) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s Vikas Verma & Associates, Practicing Company Secretaries, to undertake the
Secretarial audit of the Company for the Financial Year 2023-24.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31st March, 2024 contain Following
qualification, reservation or adverse remark. A copy of the Secretarial Audit Report (Form MR-
3) as provided by the Company Secretary in Practice has been annexed to the Report. (Annexure-
V)

31.EXTRACT OF THE ANNUAL RETURN

The extract of annual return under Section 92(3) of the Companies Act, 2013 and Rule 12 of the
Companies (Management and Administration) Rules, 2014 is available on the website of the
Company at www.fone4.in .

32.. FAMILIARISATION PROGRAMMES

The Company familiarises its Independent Directors on their appointment as such on the Board
with the Company, their roles, rights, responsibilities in the Company, nature of the industry in
which the Company operates, etc. through familiarisation programme. The Company also
conducts orientation programme upon induction of new Directors, as well as other initiatives to
update the Directors on a continuing basis. The familiarisation programme for Independent
Directors is disclosed on the Company’s website www.fone4.in

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management’s Discussion and Analysis Report for the year under review, as stipulated under
regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure
Requirement) Regulation, 2015 is annexed to this Annual Report as “Annexure - IV”.

34. CODE OF CONDUCT:

Commitment to ethical professional conduct is a must for every employee, including Board
Members and Senior Management Personnel of the Company. The Code is intended to serve as a
basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins
that each individual in the organization must know and respect existing laws, accept and provide
appropriate professional views, and be upright in his conduct and observe corporate discipline.

The duties of Directors including duties as an Independent Director as laid down in the Companies
Act, 2013 also forms part of the Code of Conduct. All Board Members and Senior Management
Personnel affirm compliance with the Code of Conduct annually.

35.. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK
PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end,
has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has
complied with provisions relating to the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
which redresses complaints received on sexual harassment. During the financial year under review,
the Company has not received any complaints of sexual harassment from any of the women
employees of the Company.

36. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH
THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the reporting period, no application made or any proceeding is pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016).

37. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
REASONS THEREOF:

During the reporting period, no such valuation has been conducted in the financial year.

38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2014
read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at “Annexure-
II”.

39. RISK MANAGEMENT POLICY

The Board of Directors of the Company are of the view that currently no significant risk factors are
present which may threaten the existence of the company. During the year, your Director’s have an
adequate risk management infrastructure in place capable of addressing those risks. The company
manages monitors and reports on the principal risks and uncertainties that can impact its ability to
achieve its strategic objectives. The Audit Committee and Board of Directors review these
procedures periodically. The company’s management systems, organizational structures,
processes, standards, code of conduct and behaviour together form a complete and effective Risk
Management System (RMS).

40.PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and certain designated employees of the Company. The Code
requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of
Company shares by the Directors and designated employees while in possession of unpublished
price sensitive information in relation to the Company and during the period when the trading

window is closed. The Board is responsible for implementation of the Code. All Board Directors
and the designated employees have confirmed compliance with the Code.

41.DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE

None of the Directors are related to each other.

42.SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and
Secretarial Standard on General Meetings (SS-2) whenever it has applicable. Your Company will
comply with the other Secretarial Standards issued by the Institute of Company Secretaries of
India (ICSI) as and when they are made mandatory.

43.CAUTIONARY NOTE

The statements forming part of the Board’s Report may contain certain forward looking remarks
within the meaning of applicable securities laws and regulations. Many factors could cause the
actual results, performances or achievements of the Company to be materially different from any
future results, performances or achievements that may be expressed or implied by such forward
looking statements.

44.STATEMENT ON OTHER COMPLIANCES

Your Director’s state that no disclosure or reporting is required in respect of the following items
as there were no transactions on these items During the reporting period:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise;

c. Issue of shares (including sweat equity shares) to employees of the Company.

d. Neither the Managing Director nor any of the Whole-time Directors of the Company receive
any remuneration or commission.;

45. WEBSITE OF THE COMPANY:

Your Company maintains a website www.fone4.in where detailed information of the Company
and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 have been provided.

ACKNOWLEDGEMENT:

The Directors regret the loss of life are deeply grateful and have immense respect for every
person. The Directors wish to convey their appreciation to all of the Company’s employees for
their contribution towards the Company’s performance. The Directors would also like to thank
the shareholders, employee unions, customers, dealers, suppliers, bankers, governments and all
other business associates for their continuous support to the Company and their confidence in its
management.

Date: 04-09-2024

Place: Kerala For & on behalf of

Fone4 Communications (India) Limited

Sd/- Sd/-

Sayyed Hamid Sayyed Imbichi Haris Sayyed
Managing Director

Director DIN- 08395581

DIN- 05167876