Directors Report of GTT Data Solutions Ltd.

Mar 31, 2025

Your directors take pleasure in presenting the 39^th Annual Report of your Company together with the Audited
Financial Statements of the Company for the financial year ended March 31, 2025.

1. Financial Highlights

The financial performance of your Company for the year ending March 31, 2025, is summarized below:

in laHicA

	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Revenue	439.21	6.09	1,652.56	1,513.69
Total Expenses	1,307.36	23.98	2,332.85	1,650.90
Profit / (loss) before tax	(868.15)	(17.88)	(680.29)	(137.21)
Tax Expense	0.07	6.57	25.82	66.04
Profit / (loss) after tax	(868.22)	(24.45)	(706.11)	(71.16)
Opening balance of Retained Earnings	(935.07)	(910.62)	(987.03)	(910.37)
Closing balance of Retained Earnings	(1,803.29)	(935.07)	(1,693.14)	(987.03)

2. Material changes and commitments

No material changes and commitments affecting the financial position of the Company occurred between the end

of the financial year to which this financial statement relates on the date of this report except:

(a) acquisition of 77.81% shareholding in CRG Solutions Private Limited, 100% shareholding in Alpharithm
Technologies Private Limited & balance 45% shareholding in Itarium Technologies India Private Limited;

(b) allotment of 35,82,068 equity shares through preferential issue by consideration other than cash to
discharge the company’s liability towards acquisition of equity shares of CRG Solutions Private Limited
and Alpharithm Technologies Private Limited, which became the subsidiaries of the Company;

(c) conversion of 1,90,32,960 partly paid-up equity shares into fully paid-up equity shares of the Company
upon the Company have made first and final call on the partly paid-up equity shares issued on March 3,
2025;

(d) forfeiture of 1,28,955 partly paid-up equity shares due to non-payment of first and final call on the partly
paid-up equity shares issued on March 3, 2025.

3. Consolidated Accounts

The consolidated financial statements for the year ended March 31, 2025 pursuant to Section 129(3) of the

Companies Act, 2013, form part of this Annual Report.

4. Dividend

The Board has not recommended any dividend during the year as the Company have incurred a losses during the

financial year.

5. Transfer to reserves

The Company do not propose to transfer any amounts to the reserves except that amount of securities premium
received on the issuance of equity shares by the Company.

6. Particulars of Loans, Guarantees and Investments

The particulars of loans / investments have been disclosed in the Financial Statements.

7. Deposits

During the year under review, your Company has not invited any deposits from public as per Section 73 of the
Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

During the financial year, the Company had received a loan from (a) Mr. Pankaj Ramesh Samani, Managing
Director a sum of Rs. 955.10 lacs and repaid Rs. 577.10 lacs; and (b Mr. Kaushal Uttam Shah, Director a sum of
Rs. 150 lacs and repaid 100 lacs; which are treated as an excluded deposit as per provisions of Chapter V of the
Companies Act 2013 and the Companies (Acceptance of Deposit) Rules, 2014 and the necessary declaration
required under these rules has been received by the Company.

8. Change in Capital Structure

During the year under review, the Company have issued and allotted 1,91,61,915 (One Crore Ninety -One lacs
Sixty-One Thousand Nine Hundred and Fifteen) partly paid up Equity shares of Rs. 10/- (Rupees Ten Only) each
through rights issue in accordance with the provisions of Companies Act, 2013 and rules made thereunder and the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended. Upon issuance and allotment of equity shares, the paid-up equity shares capital of the Company
increased from Rs. 19,16,19,150/- (Nineteen Crores Sixteen Lacs Nineteen Thousand One Hundred and Fifty
Only) consisting of 1,91,61,915 (One Crore Ninety -One Lacs Sixty-One Thousand One Hundred Fifty) fully paid-
up Equity shares of Rs. 10/- (Rupees Ten Only) each to Rs. 23,95,23,937.50/- (Rupees Twenty-Three Crores
Ninety-Five Lacs Twenty-Three Thousand Nine Hundred Thirty-Seven and Fifty Paisa Only) consisting of
1,91,61,915 (One Crore Ninety -One Lacs Sixty-One Thousand One Hundred Fifty) fully paid-up Equity shares
of Rs. 10/- (Rupees Ten Only) each and 1,91,61,915 (One Crore Ninety -One Lacs Sixty-One Thousand One
Hundred Fifty) partly paid-up Equity shares of Rs. 10/- (Rupees Ten Only) each.

9. Subsidiaries/ Joint Ventures / Associate Company

During the year under review, the Company has 2 (Two) subsidiaries namely Global Talent Track Private Limited
and Itarium Technologies India Private Limited.

The statement containing the salient features of the Financial Statements of the Company’s subsidiaries/ joint
ventures/ associates is given in Form AOC-1 attached and marked as ‘Annexure - A’.

10. Directors and Key Managerial Personnel

Mr. Shantanu Jagannath Surpure, Mr. Salil Sriram Shetty and Ms. Ruchika Mehta, was appointed as Independent
Directors with effect from April 22, 2024.

Mr. Samarjeetsinh Vikramsinh Ghatge was appointed as Independent Directors with effect from August 7, 2024.

Mr. Gopal Gangadharrao Patwardhan was appointed as Chief Executive Officer with effect from February 1,
2025.

Subsequent to closure of financial year, the designation of Mr. Ganesh Natarajan (DIN: 00176393) was changed
from Non-Executive Director (Chairman) to Chairman & Whole-time Director of the Company. Also, Mr.
Shantanu Jagannath Surpure resigned as Independent Director of the Company with effect from June 11, 2025.

Mr. Pankaj Samani (DIN: 06799990) who retires by rotation and being eligible, offers himself for reappointment,
as a Director of the Company.

The necessary disclosures required under the Companies Act, 2013 (“Act”) and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standards-2 on General
Meetings issued by the Institute of Company Secretaries of India, for the above-mentioned reappointment is
provided in the Notice of ensuing Annual General Meeting of the Company.

11. Declaration by Independent Directors

The Company has received the declarations from all the Independent Directors confirming that they meet with
the criteria of independence as prescribed under Section 149(6) of the Act and the Regulation 16(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). There has
been no change in the circumstances affecting their status as Independent Directors of the Company and in the
opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and the SEBI Listing
Regulations and are Independent of the management.

12. Familiarisation Programme for the Independent Directors

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company has put
in place a familiarisation programme for the Independent Directors to familiarise them with the Company, their
roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business
model etc. The details of the Familiarisation Programme are available on the website of the Company at
www.gttdata.ai/investors/policies/.

13. Performance Evaluation

The performance evaluation of the Board as a whole, the Board committees and individual board members carried
out through questionnaire approach wherein a questionnaire for performance evaluation of the Board as a whole,
Board committees and individual Board members was circulated seeking input from each Board member in
accordance with the provisions of Companies Act and the SEBI Listing Regulations and various guidance note
provided thereunder.

14. Remuneration Policy and Criteria for Appointment of Directors

The Company has in place a process for selection of any Director, wherein the Nomination and Remuneration
Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities
required for the position and the Committee also ensures that the incumbent fulfils such criteria with regard to
qualifications, positive attributes, independence, age and other criteria as laid down under the Act, SEBI Listing
Regulations or other applicable laws and the diversity attributes as per the Board Diversity Policy of the Company.

Further, the Company has a Policy on remuneration of Directors, Key Managerial Personnel and other Employees.
The salient features of the Remuneration Policy of the Company are as under:

A. Guiding Principles for Remuneration: The Company shall remunerate all its personnel reasonably and
sufficiently as per industry benchmarks and standards. The remuneration shall be commensurate to retain
and motivate the human resources of the Company The remuneration to directors, key managerial
personnel and senior management involves a balance between fixed and incentive pay reflecting short and
long-term performance objectives appropriate to the working of the company and its goals.

B. Components of Remuneration: The following will be the various remuneration components which may
be paid to the personnel of the Company based on the designation and class of the personnel.

a. Fixed Compensation;

b. Variable Compensation;

c. Non-monetary compensation.

The Remuneration Policy as approved by the Board is available on the website of the Company and can be accessed
at www.gttdata.ai/investors/policies/.

15. Management Discussion and Analysis

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3)
of the Listing Regulations is provided in a separate section and forms part of this Report which includes the state
of affairs of the Company and there has been no change in the nature of business of the Company during FY25.

16. Corporate Governance Report

The Corporate Governance Report and the certificate from the practicing company secretaries as stipulated in
Schedule V of the SEBI Listing Regulations, are provided in a separate section and forming part of this Report.

17. Number of Board Meetings

The Board of Directors of the Company met 8 (Eight) times during the year under review. The dates of the Board
meeting and the attendance of the Directors at the said meetings are provided in the Corporate Governance
Report, which forms a part of this Report.

18. Committees of the Board

As on March 31, 2025, the Board has 3 (Three) statutory committees. Audit Committee, Nomination and
Remuneration Committee and Stakeholders Relationship Committee and 1 (One) voluntary committee. Rights
Issue Committee. The details pertaining to the meetings and composition of the Committees of the Board are
included in the Corporate Governance Report, which forms part of this Report.

19. Related Party Transactions

The policy on Related Party Transactions as approved by the Board is available on the website of the Company at
www.gttdata.ai/investors/policies/.

All the related party transactions were entered by the Company in ordinary course of business and were in arm''s
length basis. The disclosure in Form AOC-2 as per rule 8(2) of Companies (Accounts) Rules, 2014 as amended is
given and marked as ‘Annexure - B’. The details of the related party transaction have been stipulated in the
financial statements and notes thereto forming part of the annual report.

20. Directors Responsibility Statement

Pursuant to the requirements under Section 134(5) read with Section 134(3)(c) of the Act, with respect to Directors’
Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts, for the financial year ended March 31, 2025 the applicable accounting
standards have been followed;

ii) the directors have 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 loss of the Company for the year under review;

iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

iv) the directors have prepared the annual accounts on a going concern basis;

v) 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;

vi) 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.

21. Internal Controls and Internal Financial Controls

The Company has established a comprehensive internal controls framework. This framework encompasses an
array of policies, procedures, and mechanisms that are pivotal in augmenting operational efficiency and
effectiveness, curtailing risks and expenditures, and fostering enhanced decision-making and accountability.

The internal financial controls framework, an integral component of the broader internal controls system, is pivotal
in guaranteeing the dependability and precision of financial reporting. This framework facilitates the meticulous
preparation of financial statements by generally accepted accounting standards.

22. Whistle-blower Policy / Vigil Mechanism

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business
operations and in order to maintain these standards, the Company encourages the employees to voice their genuine
concerns without fear of censure, therefore Company has built in and set up the Whistle Blower Policy, according
to which all the directors, employees of the Company including third party, are eligible to make disclosures under
the mechanism in relation to the matter concerning the Company.

The policy is available on the website of the Company www.gttdata.ai/investors/policies/.

23. Annual Return

The draft Annual Return as required under sub-section (3) of Section 92 of the Act in form MGT-7 is made
available on the website of the Company and can be accessed at www.gttdata.ai/investors/annual-return/

24. Auditors

♦ Statutory Auditors

M/s. Mehta and Mehta, Chartered Accountants (FRN: 016513C) were appointed as statutory auditors of the
Company by the members at their 38^th AGM, for a period of 5 years from conclusion of the 38th AGM till
conclusion of the 43rd AGM.

The Statutory Auditor’s Report for the financial year ended March 31, 2025, has been issued with an unmodified
opinion, by the Statutory Auditors.

♦ Cost Auditors

The Cost Audit pursuant to section 148 of the Companies Act, 2013 read with Companies (Cost Records and
Audit) Rules, 2014 is not applicable to the Company.

♦ Secretarial Auditor

The Board of Directors have appointed M/s. SKGK & Associates LLP, Company Secretaries, to undertake the
Secretarial Audit of the Company for FY 2024-25. The Secretarial Audit Report in the Form No. MR - 3 for the
year is provided as Annexure - C1 to this Report.

The Secretarial Audit Report for the financial year contains observation / remark as follows:

Sr.	Auditor observation / remark	Board of Directors reply
1.	During the period under review, the Company has made delayed submission of the following e-forms filed on website of Ministry of Corporate Affairs. (list of forms detailed in secretarial audit report as annexed hereinbelow).	The Board takes note of the observation made by the Secretarial Auditor pertaining to the delayed filing of certain statutory e-forms during the period under review, as detailed in the annexed Secretarial Audit Report. The delay was unintentional and occurred due to administrative oversight or few of them due to technical issues etc. The Company has taken corrective steps to strengthen its internal compliance monitoring system to ensure timely filing of all statutory forms in future. The Board assures that there was no wilful default and that all filings have since been made with the applicable additional fees, wherever required.
2.	During the period under review, the Company has not appointed Internal Auditor.	The Board wishes to clarify that the delay in appointing the internal Auditor was inadvertent, resulting from the process of selecting an individual best suited to perform the duties with diligence and care. Last year, the Company underwent an internal restructuring, and the selection of the appropriate person for the role of internal Auditor was in progress. This process was close to finalization but was completed only upon the internal Auditor assuming office on April 18, 2025. The internal Auditor has since fully complied with the requirements under Section 138 of the Companies Act, 2013, and submitted their report to the Audit Committee and the Board on May 20, 2025, for the financial year 2024-25. The Company recognizes the critical importance of internal audits in reinforcing robust internal controls and ensuring compliance. With the due discussion between internal Auditor and Management before its submission to the Audit Committee and the Board, the Board and management have reaffirmed their commitment to maintaining strong internal controls, transparency, and full adherence to the provisions of the Companies Act, 2013.
3.	ln accordance with the requirements of Schedule IV of Section 149(8) of the Companies Act, 2013, a meeting of the Independent Directors was required to be held during the financial year to: • Review the performance of non-independent Directors and the Board as a whole; • Review the performance of the Chairperson of the company, taking into account the views	The Board acknowledges the observation made by the Secretarial Auditor regarding the requirement under Schedule iV of the Companies Act, 2013 for a separate meeting of the independent Directors. in this regard, we would like to highlight that, a separate meeting of the independent Directors of the Company was held on May 7, 2024 during the financial year for providing its recommendation on the Open Offer. However, since the Board of Directors were newly appointed during that period, review of

	of executive directors and non-executive directors; and • Assess the quality, quantity, and timeliness of the flow of information between the company management and the Boord, which is necessary for the Board to effectively and reasonably perform its duties. However, the said meeting was not held.	performance was not taken up during the said meeting. The Board recognizes the importance of such a meeting in fostering effective governance, evaluating Board performance, and ensuring robust communication between management and the Independent Directors. The Company assures that necessary steps have been initiated to ensure that this requirement is complied with in a timely manner in the current financial year and going forward.
4.	During the year the Company''s existing website is overhauled, and new website was redesigned and launched due to which the Company is identifying if anything is missing to be displayed on the website and accordingly additional missing information is being displaced.	During the financial year, the Company undertook a complete overhaul and redesign of its official website to improve accessibility, structure, and user experience. As part of the transition, the Company has been in the process of reviewing and verifying the statutory and regulatory disclosures to ensure that all required information is appropriately displayed. The Company is taking necessary steps to identify and upload any missing information in a timely manner to ensure full compliance with applicable regulatory requirements.

In accordance with the provision of Regulation 24A of the Listing Regulations, Secretarial Audit of two material
unlisted Indian subsidiaries of the Company namely, Global Talent Track Private Limited (GTTPL) and Itarium
Technologies India Private Limited (ITIPL), was undertaken by M/s. Kirti Sharma & Associates, Company
Secretaries, Pune and M/s. Kanj & Co. LLP, Company Secretaries and the Secretarial Audit Reports issued by
them are provided as Annexure - C2 and Annexure - C3 respectively to this Report.

In order to comply with the recent amendments of Listing Regulations Board of Directors of the Company has
proposed, to appoint M/s. SKGK & Associates LLP, Company Secretaries, Pune to undertake the Secretarial
Audit of the Company for a period of 5 (five) consecutive years, commencing from the 39th AGM to hold office
till the conclusion of the 44th AGM of the Company. Disclosure regarding appointment as required under SEBI
Listing Regulations is provided in the Notice of the 39th AGM of the Company and forms part of this Annual
Report.

Your Board recommends the appointment of M/s. SKGK & Associates LLP, Company Secretaries, Pune as the
Secretarial Auditor of the Company, for a term of five consecutive years.

25. Fraud Reporting

There were no frauds reported by the auditor during the year under sub-section (12) of section 143 other than
those which are reportable to the Central Government.

26. Maintenance of Cost Records

The Company is not required to maintain the cost records under the provisions of section 148 of the Company
Act, 2013.

27. Energy conservation, technology absorption & Foreign Exchange Earnings and Outgo

(A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following:

(i) Steps taken or impact on conservation of energy: Installation of energy-efficient lighting along with motion
sensors to prevent unnecessary power wastage.

(ii) Steps taken by the company for utilizing alternate sources of energy including waste generated: Nil

(iii) Capital investment on energy conservation equipment: Nil

(B) Technology absorption:

(i) Efforts, in brief, made towards technology absorption: Nil

(ii) Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product
development, import substitution, etc.: Nil

(iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial
year), following information may be furnished: Nil

(a) Details of technology imported: Nil

(b) Year of import: Nil

(c) Whether the technology been fully absorbed: Nil

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore: Nil

(iv) The expenditure incurred on Research and Development: Nil

(C) Foreign exchange earnings and Outgo:

Particulars	FY 2024-25	FY 2023-24
Earnings	Nil	Nil
Outgo	Nil	Nil

28. Business Risk Management

The Board of Directors have developed & implemented a robust risk management policy which identifies the key
elements of risks that threatens the existence of the Company.

29. Significant and material orders passed by the regulators or courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern
status of the Company and its future operations.

30. Particulars of Employees

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure D.
Further, during the period under review, no employee of the Company drew remuneration in excess of the limits
specified under the provisions of Section 197(12) of the Companies Act, read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence no disclosure is
required to be made in the Annual Report.

31. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company has in place a prevention of sexual harassment policy in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Further, the Company was committed to providing a safe and conducive work environment to its employees
during the year under review. Your directors further state that during the year under review, there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.

Summary of sexual harassment complaints received and disposed of during the financial year:-

No. of complaints received: 0

No. of complaints disposed off: 0

No of cases pending for more than ninety days :0

32. Statement regarding compliances of applicable Secretarial Standards

The Company has complied with the provisions of applicable Secretarial Standards issued by the Institute of
Company Secretaries of India.

33. Succession Plan

Your Company has an effective succession planning mechanism focusing on the orderly succession of Directors,
Key Management Personnel and Senior Management and the same is available on the website of the Company at
www.gttdata.ai/investor /policies/.

34. Cautionary Statement

The statements contained in the Board’s Report contain certain statements relating to the future and therefore are
forward looking within the meaning of applicable laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market
forces and other associated and incidental factors may however lead to variation in actual results.

35. Acknowledgement

Your directors wish to express their grateful appreciation to the continued co-operation received from the banks,
government authorities, customers, vendors and shareholders during the year under review. Your directors also
wish to place on record their deep sense of appreciation for the committed service of the executives, staff, and
workers of the Company.

For & on behalf of the Board of Directors

GTT Data Solutions Limited

(Formerly known as Cinerad Communication Limited)

Pankaj Ramesh Samani Kaushal Uttam Shah

DIN: 06799990 DIN: 02175130

Managing Director Director

Date: August 14, 2025
Place: Pune

---

Mar 31, 2024

Your directors take pleasure in presenting the 38^th Annual Report of your Company together with the Audited Financial Statements of the Company for the financial year ended March 31, 2024.

Financial Highlights

The financial performance of your Company for the year ending March 31, 2024, is summarized below:

(? in lakhs)
	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23 (Refer Note 1)
T otal Income	6.75	4.96	1,513.69	-
Total Expenses	24.63	14.56	1,650.90	-
Profit / (loss) before tax	(17.88)	(9.60)	(137.21)	-
Tax Expense	(6.57)	(0.44)	66.04	-
Profit / (loss) before tax	(24.45)	(10.04)	(71.16)	-
Opening balance of Retained Earnings	(910.37)	(900.33)	(910.37)	-
Closing balance of Retained Earnings	(934.82)	(910.37)	(736.51)	-

Note: The Company has acquired two subsidiaries namely Global Talent Track Private Limited and Itarium Technologies India Private Limited on March 13, 2024. Hence, the consolidation has been prepared considering March 13, 2024 as the date of acquisition. Further, no previous yearfigures have been reportedfor consolidatedfinancial statements, since this is the first year of acquisition of any subsidiary.

Material changes and commitments

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates on the date of this report.

Consolidated Accounts

The consolidated financial statements for the year ended March 31, 2024 pursuant to Section 129(3) of the Companies Act, 2013, form part of this Annual Report.

Dividend

The Board has not recommended any dividend during the year as Company has incurred a loss during the financial year.

Transfer to reserves

The Company do not propose any transfer of amounts to the reserves.

Particulars of Loans, Guarantees and Investments

There were no loans, guarantees made by the Company which falls under the ambit of Section 186 of the Companies Act, 2013 during the year under review. The particulars of investments have been disclosed in the Financial Statements.

Deposits

During the year under review, your Company has not invited any deposits from public as per Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

Change in Capital Structure

During the year under review, the Company have issued and allotted 1,39,61,915 (One Crore Thirty-Nine lacs Sixty-One Thousand Nine Hundred and Fifteen) Equity shares of Rs. 10/- (Rupees Ten Only) each through preferential issue in accordance with the provisions of Companies Act, 2013 and rules made thereunder and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended. Upon issuance and allotment of equity shares, the paid-up equity share capital of the Company increased from Rs. 5,20,00,000/- (Rupees Five Crores and Twenty lacs only) consisting of 52,00,000 (Fifty-Two lacs) Equity shares of Rs. 10/- (Rupees Ten Only) each to Rs. 19,16,19,150/- (Rupees Nineteen Crores Sixteen Lacs Nineteen Thousand One Hundred and Fifty Only) consisting of 1,91,61,915 (One Crore Ninety-One Lacs Sixty-One Thousand Nine Hundred and Fifteen) Equity shares of Rs. 10/- (Rupees Ten Only) each.

Subsidiaries/ Joint Ventures / Associate Company

During the year under review, the Company has acquired two subsidiaries namely Global Talent Track Private Limited and Itarium Technologies India Private Limited on March 13, 2024.

The statement containing the salient features of the Financial Statements of the Company’s subsidiaries/ joint ventures/ associates is given in Form AOC—1 attached and marked as ‘Annexure - A''

Directors and Key Managerial Personnel

During the year under review, Mrs. Sneh Gupta resigned as Company Secretary with effect from August 14, 2023 and Ms. Priti Dhariwal was appointed as Company Secretary with effect from August 16, 2023.

Mr. Sudhir Kabra (DIN: 00307213) was appointed as Additional Non-Executive Non-Independent Director of the Company with effect from January 21, 2024, Mr. Ganesh Natarajan (DIN: 00176393), Mr. Kaushal Uttam Shah (DIN: 02175130) and Mr. Nitin Neminath Patil (DIN: 07686672) was appointed Additional NonExecutive Non-Independent Director and Mr. Pankaj Ramesh Samani (DIN: 06799990) appointed as an Additional Non-Independent Director designated as Managing Director of the Company, with effect from March 13, 2024 to hold such office till the conclusion of the ensuing Annual General Meeting.

Mr. Satyam Jaiswal (DIN: 09282921), Mr. Santosh Choradia (DIN: 08471379), Ms. Pritika Choraria (DIN: 08752495, Mr. Nitesh Singh (DIN: 08751700), Mr. Pradeep Kumar Daga (DIN: 00080515), Mrs. Vinita Daga (DIN: 00080647) and Mr. Sudhir Kabra (DIN: 00307213), resigned as Director of the Company with effect from March 13, 2024.

Mr. Chirag Samani was appointed, and Mr. Dilip Kumar Hela resigned as Chief financial officer with effect from March 13, 2024.

Mr. Ebrahim Saifuddin Nimuchwala was appointed, and Ms. Priti Dhariwal resigned as Company Secretary with effect from March 13, 2024.

Subsequent to the year end, Mr. Salil Sriram Shetty (DIN : 07424136), Mr. Shantanu Jagannath Surpure (DIN: 00337426) and Ms. Ruchika Mehta (DIN: 09099762) was appointed as an Additional Non-Executive Independent Directors of the Company with effect from April 22, 2024.

The members of the Company, at their Extra Ordinary General Meeting held on June 8, 2024 have approved the appointment of Mr. Pankaj Ramesh Samani as a Manging Director, Mr. Ganesh Natarajan, Mr. Kaushal Uttam Shah, Mr. Nitin Neminath Patil as a Non-Executive Non-Independent Directors and Mr. Salil Sriram Shetty, Mr. Shantanu Jagannath Surpure, Ms. Ruchika Mehta as an Independent Non-Executive Directors of the Company.

Mr. Samarjeetsinh Vikramsinh Ghatge (DIN: 01193699) was appointed as an Additional Non-Executive Independent Director of the Company with effect from August 7, 2024. The necessary resolution for the approval of the members at the ensuing Annual General Meeting (AGM) has been incorporated in the notice of AGM.

Mr. Nitin Neminath Patil (DIN: 07686672), who retires by rotation and being eligible, offers himself for reappointment, as a Director of the Company.

The necessary disclosures required under the Companies Act, 2013 (“Act”) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standards-2 on General Meetings issued by the Institute of Company Secretaries of India, for the above-mentioned reappointment is provided in the Notice of ensuing Annual General Meeting of the Company.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Act and the Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company and in the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and the SEBI Listing Regulations and are Independent of the management.

Familiarisation Programme for the Independent Directors

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a Familiarisation Programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc.

Performance Evaluation

During the year under review, the former Directors on the Board of Directors of the Company resigned, and new members are appointed as Directors on the Board of Directors of the Company recently, hence the performance evaluation of the new Board members including non-executive Directors, executive directors and Independent Directors shall be carried out at a later part of financial year 2024-25. The former directors have represented that, the necessary actions were taken in evaluation of performance for previous years in accordance with the provisions of Companies Act and the SEBI Listing Regulations and various guidance note provided thereunder.

Remuneration Policy and Criteria for Appointment of Directors

The Company has in place a process for selection of any Director, wherein the Nomination and Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities

required for the position and the Committee also ensures that the incumbent fulfils such criteria with regard to qualifications, positive attributes, independence, age and other criteria as laid down under the Act, SEBI Listing Regulations or other applicable laws and the diversity attributes as per the Board Diversity Policy of the Company.

Further, the Company has a Policy on remuneration of Directors, Key Managerial Personnel and other Employees. The salient features of the Remuneration Policy of the Company are as under:

A. Guiding Principles for Remuneration: The Company shall remunerate all its personnel reasonably and sufficiently as per industry benchmarks and standards. The remuneration shall be commensurate to retain and motivate the human resources of the Company. The compensation package will, inter alia, take into account the experience of the personnel, the knowledge and skill required including complexity of his/her job, work duration and risks associated with the work, and attitude of the employee like positive outlook, team work, loyalty etc.

B. Components of Remuneration: The following will be the various remuneration components which may be paid to the personnel of the Company based on the designation and class of the personnel.

a. Fixed Compensation;

b. Variable Compensation;

c. Share based payment;

d. Non-monetary compensation.

The Remuneration Policy as approved by the Board is available on the website of the Company and can be accessed at https://www.cineradcommunications.com/policies.html.

Management Discussion and Analysis

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations is provided in a separate section and forms part of this Report which includes the state of affairs of the Company and there has been no change in the nature of business of the Company during FY24.

Corporate Governance Report

The Corporate Governance Report and the certificate from the practicing company secretaries as stipulated in Schedule V of the SEBI Listing Regulations, are provided in a separate section and forming part of this Report.

Number of Board Meetings

The Board of Directors of the Company met 10 (Ten) times during the year under review. The dates of the Board meeting and the attendance of the Directors at the said meetings are provided in the Corporate Governance Report, which forms a part of this Report.

Committees of the Board

As on March 31, 2024, the Board has 3 (Three) statutory committees. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The details pertaining to the meetings and composition of the Committees of the Board are included in the Corporate Governance Report, which forms part of this Report.

Related Party Transactions

The policy on Related Party Transactions as approved by the Board is available on the website of the Company at https://www.cineradcommunications.com/policies.html.

All the related party transactions were entered by the Company in ordinary course of business and were in arm''s length basis. There were no transactions which require disclosure in Form AOC-2 as per rule 8(2) of Companies (Accounts) Rules, 2014 as amended from time to time. The details of the related party transaction have been stipulated in the financial statements and notes thereto forming part of the annual report.

Directors Responsibility Statement:

Pursuant to the requirements under Section 134(5) read with Section 134(3)(c) of the Act, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts, for the financial year ended March 31, 2024 the applicable accounting standards have been followed.

ii) the directors have 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 loss of the Company for the year under review.

iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the directors have prepared the annual accounts on a going concern basis.

v) 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.

vi) 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.

Internal Controls and Internal Financial Controls:

The management team recognises that robust internal controls are foundational to sound governance. Actions derived from consensus-based business strategies should operate within a structured system of oversight and balance. The leadership is dedicated to maintaining an internal control environment proportionate to the business’s scale and intricacy. This environment is designed to ensure adherence to internal protocols, compliance with pertinent laws and regulations, and the integrity and precision of financial records. It also aims to bolster operational efficiency, safeguard company assets, and aid in preventing and detecting fraud, inaccuracies, and anomalies, thereby substantially mitigating risk exposure.

The Company has established a comprehensive internal controls framework. This framework encompasses an array of policies, procedures, and mechanisms that are pivotal in augmenting operational efficiency and effectiveness, curtailing risks and expenditures, and fostering enhanced decision-making and accountability.

The internal financial controls framework, an integral component of the broader internal controls system, is pivotal in guaranteeing the dependability and precision of financial reporting. This framework facilitates the meticulous preparation of financial statements by generally accepted accounting standards.

Whistle-blower Policy / Vigil Mechanism

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the company encourages the employees to voice their genuine concerns without fear of censure, therefore Company has built in and set up the Vigil Mechanism Policy, according to which all the directors, employees of the Company including third party, are eligible to make disclosures under the mechanism in relation to the matter concerning the Company.

The policy is available on the website of the Company

https://www.cineradcommunications.com/policies.html.

Annual Return

The draft Annual Return as required under sub-section (3) of Section 92 of the Act in form MGT-7 is made available on the website of the Company and can be accessed at https://www.cineradcommunications.com/annual-returns.html.

Auditors:

♦ Statutory Auditors Report

The Statutory Auditor’s Report for the financial year ended March 31, 2024, has been issued with an unmodified opinion, by the Statutory Auditors. Further, the Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act.

♦ Cost Auditor

The Cost Audit pursuant to section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company.

♦ Secretarial Auditor

The Board had appointed Ms. Kirti Sharma, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for FY 2023-24. The Secretarial Audit Report in the Form No. MR - 3 for the year is provided as Annexure - B to this Report.

The Secretarial Audit Report for the financial year contains observation / remark which read as ‘the Company is in process of taking SDD software as informed by the management’. In this regard, the Board of Directors to place on record that, as on date of this report, the Structure Digital Database has been implemented in the Company in accordance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015.

Fraud Reporting:

There were no frauds reported by the auditor during the year under sub-section (12) of section 143 other than those which are reportable to the Central Government.

Maintenance of Cost Records:

The Company is not required to maintain the cost records under the provisions of section 148 of the Company Act, 2013.

Energy conservation, technology absorption & Foreign Exchange Earnings and Outgo

(A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following:

(i) Steps taken or impact on conservation of energy: Company’s operations does not consume significant amount of energy.

(ii) Steps taken by the company for utilizing alternate sources of energy including waste generated: Not applicable in view of comments in point (i).

(iii) Capital investment on energy conservation equipment: Not applicable in view of comments in point (i)

(B) Technology absorption:

(i) Efforts, in brief, made towards technology absorption: Not applicable

(ii) Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.: Not applicable

(iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished: Not applicable

(a) Details of technology imported: Not applicable

(b) Year of import: Not applicable

(c) Whether the technology been fully absorbed: Not applicable

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore: Not applicable.

(iv) The expenditure incurred on Research and Development: Not applicable

(C) Foreign exchange earnings and Outgo

Earnings	Nil
Outgo	Nil

Business Risk Management

The Board of Directors have developed & implemented a robust risk management policy which identifies the key elements of risks that threatens the existence of the Company.

Significant and material orders passed by the regulators or courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Particulars of Employees:

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure C.

Further, during the period under review, no employee of the Company drew remuneration in excess of the limits specified under the provisions of Section 197(12) of the Companies Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence no disclosure is required to be made in the Annual Report.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place a prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Further, the Company was committed to providing a safe and conducive work environment to its employees during the year under review. Your directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company is in the process of selecting the right candidates for constituting the Internal Complaints Committee (“ICC”) under the provisions of the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013.

Summary of sexual harassment complaints received and disposed of during the financial year: -

No. of complaints received: 0

No. of complaints disposed off: 0

No. of complaints pending: 0

No. of complaints unsolved: 0

Listing With Stock Exchange:

The Company confirms that it has not defaulted in payment of the annual listing fees for the financial year 2023-24 to the BSE Limited where the shares of the Company are listed.

Statement regarding compliances of applicable Secretarial Standards

The Company has complied with the provisions of applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Cautionary Statement

The statements contained in the Board’s Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

Acknowledgement

Your directors wish to express their grateful appreciation to the continued co-operation received from the banks, government authorities, customers, vendors and shareholders during the year under review. Your

directors also wish to place on record their deep sense of appreciation for the committed service of the executives, staff, and workers of the Company.

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Mar 31, 2015

Dear MEMBERS

The Directors have pleasure in presenting the Twenty Ninth Annual Report together with the Audited Statement of Accounts of the Company for the Year ended March 31, 2015.

1. FINANCIAL RESULTS: (Rs. in Lacs)

Particulars March March 31, 2015 31, 2014

Sales and Other Income 12.59 13.30

Profit before depreciation & taxation (1.65) 1.91

Less: Depreciation 0.00 (19.21)

Less: Deferred Tax 16.59 4.43

Profit after taxation 14.93 (12.87)

Add: Balance brought forward from previous year (818.19) (805.32)

Surplus available for appropriation (841.63) (818.19) Appropriations

Deferred Tax Adjustment 17.11 0.00

Advance for FBT Written Off (0.10) 0.00

Transitional Provision for Depreciation (55.38) 0.00

Balance carried to Balance sheet (841.63) (818.19)

2. OPERATIONAL REVIEW:

Your Company has, during the period under review not done much activity on operation side. During the year under review, the Company has incurred an operating Loss of Rs. 1.65 lakhs as against operating profit of Rs. 1.91 lakhs for the previous year and the total profit of Rs. 14.93 lakhs as against Loss of Rs. 12.87 lakhs in the previous year. The Management is putting sincere efforts to start the operation at the full scale. The Management has decided to keep overhead to bare minimum till a new business plan with identified revenue streams is in place.

3. DIVIDEND:

Your Directors regret their inability to recommend any Dividend to equity shareholders for the year 2014-2015.

4. SHARE CAPITAL:

The paid up equity capital as on march 31, 2015 was Rs. 520 Lakhs. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

5. FINANCE:

Cash and cash equivalents as at March 31, 2015 was Rs. 7.06 lakhs. The company continues to focus on judicious management of its working capital, Receivables and other working capital parameters were kept under strict check through continuous monitoring.

6. FIXED DEPOSITS:

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

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by company is given in the notes to the financial statements.

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee and & to the Board Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

9. CONSERVATION OF ENERGY:

Since the Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules, the question of furnishing the same does not arise.

10. TECHNOLOGY ABSORPTION:

Company's activities are production of advertisement film by using in-house know how and no outside technology is being used for making advertisement films. During the year the company does not get any contract for production of advertisement films. Therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.

11. FOREIGN EXCHANGE EARNINGS AND OUT-GO :

During the period under review there was no foreign exchange earnings or out flow.

12. DIRECTORS:

Director Mr. Pradeep Kumar Daga (DIN 00080515) retire by rotation and, being eligible, offer himself for re appointment.

Shri Manmohan R. Prahladka (DIN 05160917), a non-executive director submitted his resignation to the Board on 11th November, 2014 due to some unavoidable personal reason. The same was accepted by the Board in its meeting held on 11th November 2014. The Board hereby places on record its sincerest thanks and gratitude for the invaluable contribution made by Shri Manmohan R. Prahladka (DIN 05160917) towards the growth and development of the company during his tenure as a director. The Board also on behalf of the members wishes to Shri Manmohan R. Prahladka (DIN 05160917) a long and healthy life.

The Board appointed to Shri Utpal Dey (DIN 06931935) as an additional director in its Board meeting held on 11th November 2014 under section 161 of the Companies Act, 2013, to hold the office up to the conclusion of this AGM. The Company has received a notice in writing from a member signifying his intention to propose Shri Utpal Dey (DIN 06931935) as candidate for the office of Directors who if appointed be eligible to retire by rotation.

13. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

14. REMUNERATION POLICY

The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

15. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year twelve Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

16. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that :

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have 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 the profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) 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.

vi) 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.

17. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

18. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary, hence the compliance of provisions of section 212 of the Companies Act, 1956 are not applicable.

19. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been posted on the Company's website.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The vigil mechanism ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. The Chairman of Audit and Chairman of the Board looks into the complaints raised.

21. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and 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 the 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.

22. AUDITOR'S:

Statutory Audit:

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

M/s. Maroti & Associates, Chartered Accountants, (Firm Registration Number 322770E) as the Statutory Auditors for a period of 3 years to hold office from the conclusion of the ensuing Annual General Meeting (2015) till the Annual General Meeting (2017), subject to ratification of their appointment at every AGM, during the term of their office. They have confirmed their eligibility and willingness for appointment as Statutory Auditors for the aforesaid period, as per Section 141 of the Companies Act, 2013. The Board of Directors recommends their appointment to the shareholders.

Secretarial Audit:

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.

Pursuant to 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. P. Doleswar Rao, of company Secretaries in practice (C.P. No. 14385) to undertake the Secretarial Audit of the Company. The Secretarial Audit report for the financial year ended 31st March, 2015 is annexed herewith as "Annexure A" to this report. The Secretarial Audit Report does not contain any qualification, reservation and adverse remark.

23. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as " Annexure B".

24. PARTICULARS OF EMPLOYEES: ( rule 5(2) & rule 5(1) )

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

For and on behalf of the Board of Directors

Vinita Daga Place : Kolkata Managing Director Date : May 26, 2015 (DIN 00080647)

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Mar 31, 2014

Dear Members,

The Board of Directors of Cinerad Communications Limited are pleased to present the 28th Annual Report for the year ended March 31, 2014, together with the Auditors'' Report and Audited Accounts for the Financial year 2013-14.

Financial Results

The financial results of the company are as under:

Rs. in Lakhs

Year ended Year ended 31.03.2014 31.03.2013

Profit/(Loss) before depreciation and taxation 1.92 (0.06)

Depreciation (19.21) (19.21)

Tax Expenses (Deferred Tax) 4.43 (19.23)

Profit/(Loss) after depreciation & Tax (12.87) (38.50)

General Reserve Transferred 0.00 (7.27)

Balance brought forward from previous year (805.33) (759.56)

Balance carried forward (818.19) (805.33)

The Year under Review

Your Company has, during the period under review not done much activity on operation side. During the year under review, the Company has incurred an operating Profit of Rs. 1.92 lakhs as against operating loss of 0.06 lakhs for the previous year and the total operating loss of Rs. 12.87 lakhs as against operating Loss of Rs. 38.50 lakhs in the previous year. The Management is putting sincere efforts to start the operation at the full scale. The Management has decided to keep overhead to bare minimum till a new business plan with identified revenue streams is in place.

Dividend

Your Directors regret their inability to recommend any Dividend to equity shareholders for the year 2013-2014.

Deposits

Your Company has not accepted any deposits during the year within the meaning of Section 58A & 58AA of the Companies Act, 1956 and the Rules made there under.

Subsidiary Companies

Your Company do not have any subsidiary company, hence the compliance of provisions of section 212 of the Companies Act, 1956 are not applicable.

Auditors

Your company has received letter from retiring statutory auditor M/s. Maroti & Associates, Chartered Accountants expressing their willingness to be reappointed and to the effect that their appointment, if made, would be within the prescribed limits under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment. The matter is placed for consideration of members in this Annual General Meeting to pass the Resolutions at Item Nos. 3 of the Annual General Meeting Notice.

Auditors Report

The observations as have been made and taken in the Auditors Report in the light with the Notes on the Accounts are self explanatory and do not require any further clarification.

Directors

Mrs. Vinita Daga retires by rotation and being eligible, offers themselves for re- appointment.

As per the provisions of Section 149 of the Act, which has came into force with effect from 1st April, 2014, an Independent Director is required to be appointed and shall hold office for a term up to maximum of five consecutive years on the Board of a company and shall not be liable to retire by rotation. In compliance with the provisions of Section 149 the company propose to appoint Mr. Dilip Kumar Hella and Mr. Bishambar Pachisia as Independent Director to hold office for three consecutive years with effect from 20th September, 2014 up to 30th September, 2017. The Company has received a notice in writing from a member proposing their candidature for the office of Director and do hereby place before the Members in General Meeting for their approval to appoint them as Independent Directors.

Statutory Disclosures

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Companies Act, 2013.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect to Directors confirm that:

In the preparation of annual accounts the applicable accounting standards have been followed;

The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 31st March, 2014 and the profit of the company for the year;

That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

That the Directors have prepared the annual accounts on a ''going concern'' basis.

Compliance Certificate

A separate section on Corporate Governance forming part of the Director''s Report and the certificate from the Company''s Auditors confirming the compliance of conditions on Corporate Governance as stipulated in ''Clause 49'' of the Listing Agreement is included in the Annual Report.

Cash Flow Statement

In accordance with the requirement of Clause 32 of the Listing Agreement of the Stock Exchange, Cash Flow statement duly verified by the Auditors is annexed herewith.

Accounting Policies

There were no employees covered by the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules 1975, as amended.

Accounting Policies

The major accounting policies of the Company are annexed to the Accounts.

Information Pursuant To Section 217(1)(e)

Provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are not applicable to the Company, in respect of Conservation of Energy and Technology Absorption and Research & Development.

Foreign Exchange Earnings and Outgo

(Amount in Lakhs)

31.03.2014 31.03.2013

Total Foreign exchange earned Nil Nil

Total Foreign exchange used Nil Nil

Acknowledgement

Your Directors wish to place on record their appreciation of the contribution of employees at all levels. Your Directors also take this opportunity to thank the Company''s Bankers, Shareholders and all others concerned for their valuable support and co-operation extended to the Company.

Place: Kolkata Date: 27th Day of May, 2014 Pradeep Kumar Daga Vinita Daga Managing Director Director

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Mar 31, 2012

The Board of Directors of Cinerad Communications Limited are pleased to present the 26th Annual Report for the year ended March 31, 2012, together with the Auditors' Report and Audited Accounts for the Financial year 2011-12.

Financial Results

The financial results of the company are as under:

Year ended 31.03.2012 Year ended 31.03.2011

Profit/Loss before depreciation and taxation (31.98) 23.72

Less: Depreciation 25.93 20.01

Less: Provision for Taxation - -

Profit/(Loss) after depreciation & Tax (57.91) 3.71

Balance brought forward from previous yr (701.64) (705.35)

Balance carried forward (759.56) (701.64)

The Year under Review

Your Company has, during the period under review not done much activity on operation side. During the year under review, the Company has incurred an operating loss of Rs. 31.98 lakhs as against operating profit of 23.72 lakhs for the previous year and the total operating loss of Rs. 57.91 lakhs as against operating profit of Rs. 3.71 lakhs in the previous year. The Management is putting sincere efforts to start the operation at the full scale. The Management has decided to keep overhead to bare minimum till a new business plan with identified revenue streams is in place.

Fixed Deposits

The Company has not accepted any Fixed Deposits from the Public during the financial year under review.

Open Offer for acquisition of equity shares of the Company

Mr. Pradeep Kumar Daga and Mrs. Vinita Daga (the "Acquirers") have entered into Share Purchase Agreement dated 4th January, 2012 with India Emerging Capital Private Limited (the "Erstwhile Promoter") to acquire in aggregate 23,53,222 (Twenty Three Lacs Fifty Three Thousand Two Hundred and Twenty Two Only) equity shares of Rs. 10/- each representing 45.25% of the total equity and voting share capital of the Company at a price of Rs. 6.05 per fully paid-up equity share, requiring them to make an Open Offer for 26.00% of the equity and voting share capital of the Company in compliance with SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011. Pursuant to the aforesaid Agreement and completion of the Open Offer formalities, Mr. Pradeep Kumar Daga and Mrs. Vinita Daga acquired 23,54,122 equity shares representing 45.27% of the equity and voting share capital of the Company and were inducted as the new Promoters of the Company w.e.f 27th April, 2012. Consequently, the management control vested in the favour of the new Promoters.

Subsidiary Companies

Your Company do not have any subsidiary company, hence the compliance of provisions of section 212 of the Companies Act, 1956 are not applicable.

Directors

- Mr. Manmohan Prasad Prahladka was appointed as the Additional Director of the Company w.e.f. 1st January, 2012. He will hold office of the Director upto the conclusion of ensuring Annual General Meeting.

- Pursuant to the provisions contained in the Share Purchase Agreement dated 4th January, 2012, Mr. Pradeep Kumar Daga and Mrs. Vinita Daga were inducted as the Additional Directors on the Board of the Company on 4th February, 2012. They will hold office of the Director upto the conclusion of ensuing Annual General Meeting.

- Mr. Abhineet Gupta, Managing Director of the Company resigned w.e.f 27th April, 2012. The Board places on record its high appreciation of the valuable services rendered by Mr. Abhineet Gupta during his tenure as Managing Director of the Company.

- Mr. Diwakar Gandhi resigned w.e.f 27th April, 2012. The Board places on record valuable services rendered by him during his tenure as Director of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect to Directors confirm that:

- In the preparation of annual accounts the applicable accounting standards have been followed;

- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 31st March, 2012 and the profit of the company for the year;

- That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

- That the Directors have prepared the annual accounts on a 'going concern' basis.

COMPLIANCE CERTIFICATE

A separate section on Corporate Governance forming part of the Director's Report and the certificate from the Company's Auditors confirming the compliance of conditions on Corporate Governance as stipulated in 'Clause 49' of the Listing Agreement is included in the Annual Report.

AUDITORS

The Statutory Auditor of the Company, i.e., M/s. Rastogi Narain & Co., Chartered Accountants, is due for retirement at

the conclusion of 26th Annual General Meeting.

PARTICULARS OF EMPLOYEES

There were no employees covered by the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules 1975, as amended.

INFORMATION PURSUANT TO SECTION 217(1)(e)

Provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are not applicable to the Company, in respect of Conservation of Energy and Technology Absorption and Research & Development.

FOREIGN EXCHANGE EARNINGS AND OUTGO

(Amount in Lakhs)

31.03.2012 31.03.2011

Total Foreign exchange earned Nil Nil

Total Foreign exchange used Nil Nil

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the contribution of employees at all levels. Your Directors also take this opportunity to thank the Company's Bankers, Shareholders and all others concerned for their valuable support and co-operation extended to the Company.

Pradeep Kumar Daga Vinita Daga Director Director

Place: Kolkata Date: 29th May, 2012

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Mar 31, 2011

Dear Members

The Directors present the 25th Annual Report of the Company along with the Audited Accounts for the year ended 31st March 2011.

FINANCIAL RESULTS

The financial results of the company are as under:

(Rs.in Lakhs)

Year ended Year ended 31-03-2011 31-03-2010

Profit/Loss before depreciation and taxation 23.72 (56.40)

Less: Depreciation 20.01 19.38

Less: Provision for Taxation - -

Profit/(Loss) after depreciation & Tax 3.71 (75.78)

Balance brought forward from previous yr. (705.35) (629.57)

Balance carried forward (701.64) (705.35)

In view of Negligible profit, the Directors do not recommend payment of dividend for the year ended 31-03-2011.

Fixed Deposits

The Company has not accepted any Fixed Deposits from the Public during the financial year under review.

Directors

Mr. S.C.Sachdeva who was appointed as director & is liable to retire by rotation during the year is being eligible offer himself for reappointment. Your Directors recommend his reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect to Directors confirm that:

- In the preparation of annual accounts the applicable accounting standards have been followed;

- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 31st March, 2011 and the profit of the company for the year;

- That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

- That the Directors have prepared the annual accounts on a 'going concern' basis.

COMPLIANCE CERTIFICATE

A separate section on Corporate Governance forming part of the Director's Report and the certificate from the Company's Auditors confirming the compliance of conditions on Corporate Governance as stipulated in 'Clause 49 of the Listing Agreement is included in the Annual Report.

AUDITORS

The Auditors M/s Rastogi Narain & Co., Chartered Accountants, retires at this Annual General Meeting and are eligible for re-appointment. They have confirmed that their appointment, if made, will be accordance with the limits specified in Section 224(1-B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There were no employees covered by the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules 1975, as amended.

INFORMATION PURSUANT TO SECTION 217(l)(e)

Provisions of Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are not applicable to the Company, in respect of Conservation of Energy and Technology Absorption and Research & Development.

FOREIGN EXCHANGE EARNINGS AND OUTGO (Amount in Lakhs) 31-03-2011 31-03-2010

Total Foreign exchange earned NIL NIL

Total Foreign exchange used NIL NIL

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the contribution of employees at all levels. Your Directors also take this opportunity to thank the Company's Bankers, Shareholders and all others concerned for their valuable support and co-operation extended to the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Diwakar Gandhi Chairman

Place : New Delhi Date : 30.05.2011

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Mar 31, 2010

The Directors present the 24th Annual Report of the Company along with the Audited Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

The financial results of the company are as under:

(Rs.in Lakhs)

Year ended Year ended

31-03-2010 31-03-2009

Loss before depreciation and taxation (56.40) (43.84)

Less: Depreciation 19.38 18.74

Less: Provision for Taxation - 1,17

Profit/(Loss) after depreciation & Tax (75.78) (63.75)

Balance brought forward from previous yr. (629.57) (565.82)

Balance carried forward (705.35) (629.57)

In view of losses incurred, the Directors do not recommend payment of dividend for the year ended 31-03-2010.

Fixed Deposits

The Company has not accepted any Fixed Deposits from the Public during the financial year under review,

Directors

Mr. Mukesh Pathak who was appointed as director & is liable to retire by rotation during the year is being eligible offer himself for reappointment. Your Directors recommend his reappointment.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect to Directors confirm that:

- In the preparation of annual accounts the applicable accounting standards have been followed;

- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 31st March, 2010 and the loss of the company for the year;

- That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

- That the Directors have prepared the annual accounts on a going concern basis,

COMPLIANCE CERTIFICATE

A separate section on Corporate Governance forming part of the Directors Report and the certificate from the Companys Auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause ; 49 of the Listing Agreement is included in the Annual Report.

AUDITORS

The Auditors M/s Rastogi Narain & Co., Chartered Accountants, retires at this Annual General Meeting and are eligible for re-appointment. They have confirmed that their appointment, if made, will be in accordance with the limits specified in Section 224(1-B) of the Companies Act, 1956,

PARTICULARS OF EMPLOYEES

There were no employees covered by the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules 1975, as amended.

INFORMATION PURSUANT TO SECTION 217(l)(e)

Provisions of Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in

the Report of the Board of Directors) Rules, 1988 are not applicable to the Company, in respect of Conservation of Energy and Technology Absorption and Research & Development,





FOREIGN EXCHANGE EARNINGS AND OUTGO

(Amount in Lakhs) (Amount in Lakhs)

31-03-2010 - 31-03-2009

Total Foreign exchange earned NIL NIL

Total Foreign exchange used NIL 4.52



ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the contribution of employees at all levels. Your Directors also take this opportunity to thank the Companys Bankers, Shareholders and all others concerned for their valuable support and co-operation extended to the Company.

FOR AND ON BEHALF OF THEBOARD OF DIRECTORS Diwakar Gandhi Chairman

Place:New Delhi Date:29.05.2010