Directors Report of Mizzen Ventures Ltd.

Mar 31, 2025

The Board of Directors are pleased to present the Companyâs Annual Report and the Companyâs audited financial
statements (consolidated and standalone) for the financial year ended 31st March, 2025.

1. OPERATING RESULTS

The operating results of the Company for the year ended 31st March, 2025 are as follows:

Particulars	Standalone		Consolidated
Particulars	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Revenue from Operations	88.00	0	120.39	0
Profit before tax from continuing operations	40.16	-63.13	44.09	0
Profit before exceptional items and tax	40.16	-187.71	44.09	0
Tax Expenses (Including Deferred Tax)	0	0	1.30	0
Profit after Tax	40.16	-187.71	42.79	0
Total Comprehensive Income for the year	40.16	-187.71	42.79	0

2. TRANSFER TO RESERVES

There are no transfers to any specific reserves during the year.

3. THE STATE OF THE COMPANYâS AFFAIRS

During the year under review, your company achieved total Consolidated revenue from operations of Rs. 120.39

Lakh. The profit after tax (including other comprehensive income) is at Rs. 42.79 Lakh.

4. SHARE CAPITAL

Authorised Share Capital:

The Authorised Share Capital of the Company is Rs. 22,10,00,000/- divided into 2,21,00,000 Equity Shares having

face value of Rs. 10/-.

Issued Subscribed and Paid-up Share Capital:

The Issued Subscribed and Paid up Share Capital of the Company is Rs. 21,18,50,000/- divided in to 2,11,85,000

Equity Shares of Rs. 10/- each.

5. FURTHER ISSUE OF CAPITAL

During the year the Board of directors in their meeting held on 04th October 2024 approved:

i- The allotment of 1,31,46,949 (One Crore Thirty-One Lakh Forty-Six Thousand Nine Hundred Forty-
Nine) Equity Shares of Rs. 10/- (Rupees Ten only) each an issue price of Rs. 10/- (Rupees Ten only) each
on preferential basis for consideration other than cash (i.e., swap of shares) to the shareholders of
Mizzen Digital Private Limited, persons other than promoters and promoter group, in accordance with
Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the
provisions of the Companies Act, 2013 and rules made there under.

ii- The allotment of 64,90,168 (Sixty-Four Lakh Ninety Thousand One Hundred and Sixty-Eight Only)
Equity Shares of Rs. 10/- (Rupees Ten only) each at an issue price of Rs. 52/- (Rupees Fifty-Two Only)
per share, on preferential basis to the persons other than promoters and promoter group, in
accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2018 and the provisions of the Companies Act, 2013 and rules made there under.

iii- The allotment of 8,10,000 (Eight Lakhs Ten Thousand) fully convertible warrants (âWarrants/
Convertible Warrantsâ) of Rs. 10/- (Rupees Ten) each at an issue price of Rs. 52/- (Rupees Fifty-Two
Only) per warrant, on preferential basis to the persons other than promoters and promoter group, in
accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2018 and the provisions of the Companies Act, 2013 and rules made there under.

6. DIVIDEND

During the Financial Year 2024-25, the Board of Directors has not recommended any dividend in view of inadequate

profit.

7. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and consolidated Financial
Statement is part of the Annual Report.

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

During the year the Shareholders of the Company at the 01st Extra Ordinary General Meeting for the financial year
2024-2025 held on Wednesday, 11th September, 2024 at 11 am vide special resolution approved the alteration of
object clause of memorandum of association of the company.

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

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the
Companies Act, 2013.

10. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo
as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 is furnished as Annexure A to Directorsâ Report.

11. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business
objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at
the meetings of the Risk Management Committee and the Board of Directors of the Company.

12. INTERNAL CONTROL SYSTEM

The Companyâs internal controls system has been established on values of integrity and operational excellence and
it supports the vision of the Company âTo be the most sustainable and competitive Company in our industryâ. The
Companyâs internal control systems are commensurate with the nature of its business and the size and complexity
of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and their significant
audit observations and follow up actions thereon are reported to the Audit Committee.

13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES

The provisions of Section 135 of the Companies Act relating to Corporate Social Responsibility are not applicable as
the Company is having Net worth less than rupees Five Hundred Crore, Turnover less than rupees One Thousand
Crore and Net Profit less than rupees Five Crore.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013

The particulars of investments made and loans given to subsidiaries has been disclosed in the financial statements
in notes of the standalone financial statements. Also, Company has not given any guarantee during the year under
review.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts, arrangements, and transactions entered into by the Company during the financial year under review
were conducted on an armâs length basis and in the ordinary course of business. Accordingly, the disclosure of
particulars of contracts or arrangements with related parties, as referred to in sub-section (1) of Section 188 of the
Companies Act, 2013, is not applicable to the Company.

16. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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 thereunder. All employees (permanent, contractual, temporary, trainees) are
covered under the said policy. 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.

17. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return 2024-2025
at https://www.jyothiinfra.com/investors.html

18. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year, the Board met 9 times on 23 Apr 2024, 24 May 2024, 27 Jun 2024, 08 Aug 2024, 16 Aug
2024, 04 Oct 2024, 12 Nov 2024, 14 Feb 2025 and 31 Mar 2025.

19. DIRECTORSâ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm:

â¢ That in the preparation of the annual accounts, the applicable accounting standards have been followed and there
has been no material departure.

â¢ That the selected accounting policies were applied consistently and the directors 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 as on 31st
March, 2025, and that of the profit of the Company for the year ended on that date.

â¢ That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.

â¢ That the annual accounts have been prepared on a going concern basis.

â¢ The Board has laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively.

â¢ The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

20. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

21. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure B to this report. In terms of provisions of
Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of
employees drawing remuneration in excess of the limits set out in the said Rules, if any, forms part of the Report.
The Nomination and Remuneration Committee of the Company has affirmed at its meeting held on 31^st March,2025
that the remuneration is as per the remuneration policy of the Company. The policy is available on the Companyâs
website at https://www.jyothiinfra.com/investors.html

22. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year the following changes have taken place in the Board of Directors of the Company:

â¢ Mr. Deepak Ratilal Mehta (DIN: 00046696) was appointed by the Board of Directors on 08^th August 2024 as
Additional director (Non-Executive Non-Independent Category);

â¢ The appointment of Mr. Deepak Ratilal Mehta (DIN: 00046696) was regularized by the members in the Extra
ordinary General meeting held on 11^th September 2024;

â¢ Mr. Sandeep Dsilva (DIN: 09040813) was appointed by the Board of Directors on 31^st March 2025 as Chairman and
Managing Director of the Company for a term of 3 years from 31st March 2025;

â¢ Mr. Sandeep Dsilva (DIN: 09040813) was appointed by the Board of Directors on 31^st March 2025 as Chief Financial
Officer of the Company;

â¢ Ms. Kripa Anand Rajput (DIN: 11025448) was appointed by the Board of Directors on 31^st March 2025 as WholeÂ¬
Time Director of the Company for a term of 3 years from 31st March 2025;

â¢ Mr. Anil kumar Mohan raj Marlecha (DIN: 08193193) was appointed by the Board of Directors on 31st March 2025
as Non-Executive Independent Director of the Company from 31st March 2025;

â¢ Ms. Reshma Dagdu Wadkar (DIN: 09394615) was appointed by the Board of Directors on 31st March 2025 as NonÂ¬
Executive Independent Director of the Company from 31st March 2025;

â¢ Ms. Kumudini Jitendra Tiwari (DIN: 11024743) was appointed by the Board of Directors on 31st March 2025 as NonÂ¬
Executive Independent Director of the Company from 31st March 2025;

â¢ Ms. Jhansi Sanivarapu resigned as Director & Chief Financial Officer of the Company with effect from closure of
Business hours on 31st March 2025;

â¢ Ms. Priyanka Agarwal resigned as Non-Executive Independent Director of the Company with effect from closure of
Business hours on 31st March 2025;

â¢ Kancharla Rajasekhara Reddy resigned as Non-Executive Independent Director of the Company with effect from
closure of Business hours on 31st March 2025;

â¢ Reddy Gopavarapu resigned as Non-Executive Independent Director of the Company with effect from closure of
Business hours on 31st March 2025;

â¢ Deepak Ratilal Mehta resigned as Non - Executive Non -Independent Director of the Company with effect from
closure of Business hours on 31st March 2025;

23. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND
REMUNERATION

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and
Remuneration of Directors which inter-alia requires that composition and 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.

24. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as
stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 so as to qualify themselves to be appointed as Independent Directors
under the provisions of the Companies Act, 2013 and the relevant SEBI Listing Regulations.

25. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarisation program aims to provide Independent Directors with the pharmaceutical industry scenario, the
socio-economic environment in which the Company operates, the business model, the operational and financial
performance of the Company, significant developments so as to enable them to take well informed decisions in a
timely manner. The familiarisation program also seeks to update the Directors on the roles, responsibilities, rights
and duties under the Act and other statutes. The policy on Companyâs familiarisation program for Independent
Directors is posted on Companyâs website at https://www.jyothiinfra.com/investors.html

26. STATUTORY AUDITORS

The Board of Directors, at its meeting held on 27th June 2024, appointed M/s. Pundarikashyam and Associates,
Chartered Accountants as the Statutory Auditors of the Company for a period of five (5) years, from the conclusion
of the 29th Annual General Meeting (AGM) for FY 2023-24 until the conclusion of the 34th AGM for FY 2028-29,
subject to the approval of the shareholders. The shareholders, at their meeting held on 29th September 2024,
approved the said appointment. Subsequently, M/s. Pundarikashyam and Associates, Chartered Accountants (Firm
Registration No. 011330S) tendered their resignation from the office of Statutory Auditors on 13th August 2025,
resulting in a casual vacancy under Section 139(8) of the Companies Act, 2013. In accordance with the provisions
of the Act, such vacancy is required to be filled by the shareholders within three months from the date of
recommendation of the Board of Directors. On the recommendation of the Audit Committee, the Board of Directors,
at its meeting held on 22nd August 2025, approved the appointment of M/s. Bhuwania & Agrawal Associates,
Chartered Accountants (Firm Registration No. 101483W) to fill the casual vacancy caused by the resignation of the
outgoing auditors, subject to the approval of the shareholders. Accordingly, M/s. Bhuwania & Agrawal Associates
shall hold office as Statutory Auditors until the conclusion of the ensuing AGM. Further, based on the
recommendations of the Audit Committee, the Board of Directors, at its meeting held on 05th September 2025, has
proposed the appointment of M/s. Bhuwania & Agrawal Associates, Chartered Accountants as the Statutory Auditors
of the Company for a term of five (5) consecutive years, commencing from the conclusion of this AGM until the
conclusion of the AGM to be held for the financial year 2029-30, subject to the approval of the shareholders. M/s.
Bhuwania & Agrawal Associates have conveyed their consent to act as Statutory Auditors of the Company and
confirmed that their appointment, if made by the shareholders, will be within the limits prescribed under the
Companies Act, 2013.

27. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies read with rules made there under, the Board has
appointed M/s N.G Rao and Associates, Chartered Accountants for FY 2024-205, Hyderabad as Internal Auditors of
the Company.

28. SECRETARIAL AUDITORS

On recommendation of the Audit Committee, the Board of Directors of the Company at its meeting held on 16^th May
2025 have appointed M/s Nuren Lodaya & Associates Company Secretaries, as Secretarial Auditors of the Company
to carry out the Secretarial Audit for the Financial Year 2024-25 and to issue Secretarial Audit Report as per the
prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the Secretarial Audit issued by M/s Nuren Lodaya & Associates Company Secretaries for the financial year
2024-2025 is annexed herewith and forms part of this report as Annexure C. Secretarial Audit Report is not applicable
to the Subsidiary, not being a material subsidiary.

29. COST RECORDS AND COST AUDIT

The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company.
Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was
not applicable for the business activities carried out by the Company for the FY 2024-2025. Accordingly, such
accounts and records are not made and maintained by the Company for the said period.

30. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The Statutory Auditor and Internal Auditor have not given any Qualification, Reservation, Adverse remark or
disclaimer in their report for the financial Year ended on 31st March 2025. The Observation made by Statutory
Auditor and Internal Auditor are self- explanatory and have been dealt with an Independent Auditorâs report and its
Annexure forming part of this Annual Report and hence do not require any further clarification. The
Observation/remarks of Secretarial Auditor and comment of Board of Director are as under.

31. CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the
requirements prescribed by SEBI; however, as per the last audited financial statements as on 31st March 2024, the
Paid-up Equity Capital of the Company stood at Rs. 154.79 lakhs and the Net Worth at Rs. (416.20) lakhs, and
accordingly, the provisions relating to Corporate Governance are not applicable to the Company at present; further,
in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, once the provisions under
Regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule
V become applicable to the Company at a later date, it shall ensure compliance with the same within six months
from such applicability.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Managementâs 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 Obligations and Disclosure Requirements) Regulations, 2015 is annexed
to this Annual Report as Annexure D.

33. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

Mizzen Digital Private Limited is a wholly owned subsidiary of the Company. The Consolidated Financial Statements
of the Company, which include the financial performance of the subsidiary, form part of this Annual Report.
However, the Annual Report does not contain the standalone Financial Statements of the subsidiary. A statement
providing details of performance and salient features of the financial statement of subsidiary, associate, joint
venture companies, as per Section 129(3) of the Act, is provided as Annexure E to the consolidated audited financial
statement and therefore not repeated in this Report to avoid duplication.

34. VIGIL MECHANISM

The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by the
employees and other Directors. The Company has also provided adequate safeguards against victimisation of
employees and Directors who express their concerns. The Vigil Mechanism Policy is available at the website of the
Company.

35. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor have not reported any
instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section
143(12) of the Act, details of which needs to be mentioned in this Report.

36. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, your Company has devised a
policy containing criteria for evaluating the performance of the Executive, Non-Executive and Independent NonÂ¬
Executive Directors, Key Managerial Personnel, Board and its Committees based on the recommendation of the
Nomination & Remuneration Committee. Feedback was sought by way of a structured questionnaire covering
various aspects of the Boardâs functioning, such as adequacy of the composition of the Board and its Committees,
Board culture, execution and performance of specific duties, obligations, and governance. The manner in which the
evaluation has been carried out is explained in the Corporate Governance Report, forming part of this Annual Report.
The Board of Directors of your Company expressed satisfaction about the transparency in terms of disclosures,
maintaining higher governance standards and updating the Independent Directors on key topics impacting the
Company.

37. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company occurred during
the financial year.

38. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and companyâs operations in future.

39. COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013, there are currently 3 Committees of the Board, as follows:

Audit Committee

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act,
2013 read with regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit
Committee as on the date of the report comprises of 3 Non-Executive Independent Directors.

Following are the members of the Committee

Reshma Dagdu Wadkar : Independent Director, Chairperson

Anilkumar Mohan raj Marlecha : Independent Director, Member

Kumudini Jitendra Tiwari : Independent Director, Member

During the year there were in total 4 Audit committee meetings. The Chairperson of Audit Committee was present in
previous AGM held on 19/07/2024 to answer shareholderâs queries.

Broad terms of reference of the Audit Committee are as per following:

The role of the audit committee shall include the following:

1 Oversight of the listed entityâs financial reporting process and the disclosure of its financial information to ensure
that the financial statement is correct, sufficient and credible;

2 Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

3 Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4 Reviewing with the management, the quarterly financial statements before submission to the board for approval;

5 Reviewing and monitoring the auditorâs independence and performance and effectiveness of audit process.

7 Approval or any subsequent modification of transactions of the listed entity with related parties.

8 Evaluation of internal financial controls and risk management systems.

9 Reviewing, with the management, performance of statutory and Internal Auditors, adequacy of the internal control
systems.

10 Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal
audit.

11 Discussion with internal auditors of any significant findings and follow up there on.

12 Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

13 Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as
post-audit discussion to ascertain any area of concern.

14 To review the functioning of the whistle blower mechanism.

15 Approval of appointment of chief financial officer after assessing the qualifications, experience and background,
etc. of the candidate.

16 Carrying out any other function as is mentioned in the terms of reference of the audit committee
Nomination And Remuneration Committee

The Nomination and Remuneration Committee (âNRCâ) of the Company has been constituted in accordance with
the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Committee comprises three Non-Executive Directors and met
three times during the financial year under review, with the requisite quorum present at all meetings. The Chairman
of the Committee attended the last Annual General Meeting of the Company held on 19th July 2024.

The composition of the Committee and the details of meetings held and attended by the Directors are as under:
Anilkumar Mohanraj Marlecha Independent Director, Chairman

Reshma Dagdu Wadkar Independent Director, Member

Kumudini Jitendra Tiwari Independent Director, Member

Role of nomination and remuneration committee, inter-alia, include the following:

(1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board of Directors a policy relating to, the remuneration of the directors, key managerial
personnel and other employees;

(2) Formulation of criteria for evaluation of performance of independent directors and the board of directors;

(3) Devising a policy on diversity of board of directors;

(4) Identifying persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down and recommend to the board of directors their appointment and removal.

(5) Whether to extend or continue the term of appointment of the independent director, on the basis of the report of
performance evaluation of independent directors.

(6) To recommend to the Board all remuneration, in whatever form, payable to senior management.

The policy on directorsâ appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of a director and other matters is available on company''s website.

Remuneration of Directors

The remuneration of the Whole- Time Director is recommended by the Remuneration Committee and then approved
by the Board of Directors and subsequently by the shareholders in general meeting within the limits prescribed in
Companies Act, 2013.

Criteria for making payments

Non-Executive Directors of the Company are paid sitting fees for attending Board and Committee Meetings and no
Commission is drawn by either of them during the year.

Performance evaluation criteria for Independent Directors:

1) Attendance and participations in the meetings.

2) Preparing adequately for the board meetings.

3) Contribution towards strategy formation and other areas impacting company performance

4) Rendering independent, unbiased opinion and resolution of issues at meetings.

5) Safeguard of confidential information.

6) Initiative in terms of new ideas and planning for the Company.

7) Timely inputs on the minutes of the meetings of the Board and Committeeâs.

8) Raising of concerns to the Board

Remuneration Policy

The Nomination and Remuneration Policy devised in accordance with Section 178(3) and (4) of the Companies Act,
2013 is available at the website of the Company: www.prabhusteel.in

Further, criteria of making payments to non-executive directors, the details of remuneration paid to all the Directors
and the other disclosures required to be made under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 have been published below:

Stakeholder Relationship Committee

The Stakeholder Relationship Committee of the Company is constituted in line with Regulation 20 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Committee comprises of 2 Non-Executive
Independent Directors, 1 Executive Director.

The committee looks into the shareholders and investors grievances that are not settled at the level of Compliance
Officer and helps to expedite the share transfers and related matters. The Committee periodically reviews the status
of stakeholdersâ grievances and redressal of the same.

The Committee met 4 times during the financial year. The necessary quorum was present for all the meetings. The
Chairman of the Committee was present at the last Annual General Meeting of the Company held on 19^th July 2024.

The composition of the Committee during FY 2023-24 and the details of meetings held and attended by the Directors
are as under:

Following are the members of the Committee

Anilkumar Mohanraj Marlecha Independent Director, Chairman

Reshma Dagdu Wadkar Independent Director, Member

Kumudini Jitendra Tiwari Independent Director, Member

The role of the committee shall inter-alia include the following:

(1) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/
transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate
certificates, general meetings etc.

(2) Review of measures taken for effective exercise of voting rights by shareholders.

(3) Review of adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the Registrar & Share Transfer Agent.

(4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/ statutory notices by the shareholders of
the Company.

40. OTHER DISCLOSURES

The Company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished,
as the same are not applicable. No proceedings against the Company is initiated or pending under the Insolvency
and Bankruptcy Code, 2016. The details of difference between amount of the valuation done at the time of onetime
settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons
thereof - Not Applicable.

41. POLICIES

The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by
the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates
formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are
updated based on the need and compliance as per the applicable laws and rules and as amended from time to time.
The policies are available on the website of the Company at https://www.jyothiinfra.com/investors.html

42. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised
Secretarial Standard 1and Secretarial Standard 2 to the extent applicable to the Company.

43. ENHANCING SHAREHOLDER VALUE

Your company firmly believes that its success, the marketplace and a good reputation are among the primary
determinants of value to the shareholder. The organisational vision is founded on the principles of good governance
and delivering leading-edge products backed with dependable after sales services. Following the vision your
Company is committed to creating and maximising long-term value for shareholders

44. CAUTIONARY STATEMENT

Statements in the Boardâs Report and the Management Discussion & Analysis describing the Companyâs objectives,
expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations.
Actual results may differ materially from those expressed in the statement. Important factors that could influence
the Companyâs operation include global and domestic demand and supply conditions affecting selling prices of raw
materials, finished goods, input availability and prices, changes in government regulations, tax laws, economic
developments within and outside the country and various other factors.

45. OPEN OFFER CHANGE IN PROMOTERS

1Subsequent to successful completion of the open offer made by Mr. Sandeep Dsilva (Acquirer -1). Mr. Anil Anand
Khot (Acquirer -2), Mr. Nimesh Sahadeo Singh (Acquirer -3), Mr. Chetan Mehrotra (Acquirer -4), Mr. Rajiv Jaisukhlal
Vaghani (Acquirer -5) And Mr. Hiren Kishor Deshpande (Acquirer -6) (hereinafter collectively referred to as "the
Acquirersâ) in accordance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulation, 2011, the Board of Directors induced the Acquirers as the new promoters of the Company in
the Board Meeting held on 31^st March 2025.

46. CHANGE IN NAME OF THE COMPANY

The Board of Directors, at its meeting held on 16th August 2024, approved the change in the name of the Company
in accordance with the provisions of Sections 4,13, 14 and 15 of the Companies Act, 2013, read with the Companies
(Incorporation) Rules, 2014 and the Companies (Management and Administration) Rules, 2014 (collectively referred
to as âthe Rulesâ), along with other applicable provisions, if any. The said approval was also in compliance with
Regulation 45(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (âSEBI Listing Regulationsâ), including any statutory modifications or re-enactments thereof.
Subsequently, the change of name was approved by the Registrar of Companies (Central Processing Centre) on 17th
October 2024, and a fresh Certificate of Incorporation reflecting the new name was issued on the same date. Further,
BSE Limited, vide its Notice No. 20250728-10 dated 28th July 2025, also approved the change in the Companyâs
name.

47. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued coÂ¬
operation extended by shareholders, employees, customers, banks, suppliers and other business associates.

For Mizzen Ventures Limited

[Formerly known as Jyothi Infraventures Limited]

Sd/- Sd/- Sd/-

Sandeep Dsilva Kripa Anand Rajput Om Kantimohan Mishra

Managing Director & CFO Whole-Time Director Whole-Time Director

DIN:09040813 DIN 11025448 DIN 11024748

Date: 05^th September 2025

Place: Mumbai

Mar 31, 2024

We have pleasure in presenting the 29^th Directorsâ Report together with the audited Financial Statements for the year ended 31^st March, 2024.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance of the Company during the year has been as under:

(Rs.in lakhs)

Particulars	FY 2023-2024	FY 2022-2023
Revenue from Operations	-	-
Other Income (Including Exceptional Items)	-	-
Total Expenses	63.12	0.27
Profit Before Tax	(187.71)	(0.27)
Less: Provision for Taxation	-	-
Profit / (Loss) After Tax	(187.71)	(0.27)
Other Comprehensive Income	-	-
Total Comprehensive Income	(187.71)	(0.27)
Earning per Equity Share (for	(12.91)	(0.02)
Continued and discontinued operation) Basic Diluted (in Rs.)	(12.91)	(0.02)

2. REVIEW OF OPERATIONS:

During the Year under the review, the Company has recorded Nil revenue and incurred a net loss of Rs. 187.71 Lakhs as against the net loss of Rs. 0.27 Lakhs in the previous financial year ending 31.03.2023.

3. BUSINESS UPDATE AND STATE OF COMPANYâS AFFAIRS:

The information on Companyâs affairs and related aspects are provided under Management Discussion and Analysis report, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 and forms part of this Report.

4. RESERVES:

The Closing balance of reserves, including retained earnings, of the Company as at March 31^st 2024 is Rs. (416.20) Lakhs.

5. DIVIDEND:

Your directors have decided not to recommend dividend for the year 2023-24.

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

During the period under review and the date of Board''s Report there was no change in the nature of Business.

7. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no major material changes and commitments affecting the financial position of the Company after the end of the financial year and up to date of this report (i.e., 27.06.2024).

8. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

9. SHARE CAPITAL:

The Authorised share capital of the Company as on 31.03.2024 is Rs. 6,25,00,000/- divided into 62,50,000 equity shares of Rs.10/- each.

The Paid up share capital of the Company as on 31.03.2024 is Rs. 1,54,78,830/- divided into 15,47,883 equity shares of Rs.10/- each.

10. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL:

Sl.no	Name of the Director/KMP	Appointment/Cessation	Designation	Date of event
1	Mrs. Jhansi Sanivarapu	Appointment	Whole-time Director and CFO	19.06.2023
2	Mr. Shiva Shankar Reddy Gopavarapu	Appointment	Independent director	19.06.2023
3	Mrs. T. Sailaja	Cessation	Whole-time Director	19.06.2023
4.	Mr. Sujan challagulla	Cessation	Whole-time Director	19.06.2023
5	Mr. Kata Rajendra Prasad	Cessation	CFO	07.02.2024
6	Mr. Srinivasa Raju Godavarthi	Cessation	Executive Director	23.04.2024
7	Mr. Sambasiva Prasad Edara	Cessation	Independent Director	23.04.2024
8	Mrs. Kata Ruchika	Cessation	Independent Director	23.04.2024
9	Mr. Chakravarthi Srinivasan	Appointment	Company Secretary and Compliance officer	01.02.2024
10	Mrs. Priyanka Agarwal	Appointment	Independent Director	23.04.2024
11	Mr. Kancharla Rajasekhara Reddy	Appointment	Independent Director	23.04.2024

The Board places on record its sincere appreciation for the services rendered by Mrs. T. Sailaja, Mr. Sujan challagulla, Mr. Kata Rajendra Prasad, Mr. Srinivasa Raju Godavarthi, Mr. Sambasiva Prasad Edara & Mrs. Kata Ruchika during their tenure.

11. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from all the Independent Directors of the Company to the effect that they are meeting the criteria of independence as provided in Sub-Section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed that they have complied with the Companyâs Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

12. BOARD MEETINGS:

The Board of Directors duly met Seven (07) times during the financial year from 1^st April 2023 to 31^st March 2024. The dates on which the meetings were held are 29.05.2023, 19.06.2023, 14.08.2023, 14.11.2023, 25.01.2024, 01.02.2024 and 07.02.2024.

13. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized about the Companyâs operations and businesses. Detailed presentations on important policies of the Company is also made to the directors. Direct meetings with the Chairman are further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices.

14. POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORSâ INDEPENDENCE:

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 âDirectorâ means a director appointed to the Board of a Company.

2.2 âNomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and reg. 19 of SEBI (Listing Obligation and Disclosure Requirement), Regulations, 2015.

2.3 âIndependent Directorâ means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

3. Policy:

3.1. Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Companyâs operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into account factors, such as:

â¢ General understanding of the Companyâs business dynamics, global business and social

perspective;

â¢ Educational and professional background

â¢ Standing in the profession;

â¢ Personal and professional ethics, integrity and values;

Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

3.1.3 The proposed appointee shall also fulfil the following requirements:

â¢ shall possess a Director Identification Number;

â¢ shall not be disqualified under the Companies Act, 2013;

â¢ shall Endeavour to attend all Board Meeting and wherever he is appointed as a Committee Member, the Committee Meeting;

â¢ shall abide by the code of Conduct established by the Company for Directors and senior Management personnel;

â¢ shall disclose his concern or interest in any Company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

â¢ Such other requirements as may be prescribed, from time to time, under the Companies Act, 2013, SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the Companyâs business.

3.2 Criteria of independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually.

The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with guidelines as laid down in Companies Act, 2013 and reg. 16(1) (b) of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

3.2.3 The Independent Director shall abide by the âCode for Independent Directors âas specified in Schedule IV to the companies Act, 2013.

3.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance. Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as Director of the Company. The NR Committee shall take into account the nature of, and the time involved in a Director Service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

A Director shall not serve as director in more than 20 companies of which not more than10 shall be public limited companies.

3.3.3 A Director shall not serve an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed Company.

3.3.4 A Director shall not be a member in more than 10 committee or act chairman of more than 5 committees across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholderâs relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the Companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the Company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 âDirectorâ means a Director appointed to the Board of the Company.

2.2 âkey managerial personnelâ means

(i) The Chief Executive Office or the Whole-time director or the manager;

(ii) The Company secretary;

(iii) The whole-time director;

(iv) The chief finance Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 âNomination and Remuneration Committeeâ means the committee constituted by Board in accordance with the provisions of section 178 of the companies Act,2013 and reg. 19 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

3. Policy:

3.1 Remuneration to Executive Director and Key Managerial Personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committee shall review and approve the remuneration payable to the Executive Director of the Company within the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the NR committee shall also review and approve the remuneration payable to the key managerial personnel of the Company.

3.1.3 The Remuneration structure to the Executive Director and key managerial personnel shall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Commission (Applicable in case of Executive Directors)

(iv) Retrial benefits

(v) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee and Annual performance Bonus will be approved by the committee based on the achievement against the Annual plan and Objectives.

3.2 Remuneration to Non-Executive Directors

3.2.1 The Board, on the recommendation of the Nomination and Remuneration Committee, shall review and approve the remuneration payable to the Non-Executive Directors of the Company within the overall limits approved by the shareholders as per provisions of the Companies act.

3.2.2 Non-Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof. The Non-Executive Directors shall also be entitled to profit related commission in addition to the sitting fees.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

15. DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts of the Company from time to time, we state as under:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgment 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 and of the profit or loss of the Company for that period;

3. That 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;

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

5. That the Directors have lain down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

16. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âIEPF Rulesâ) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (âIEPFâ), constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

17. TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

15. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The Company has no subsidiary Companies as on 31^st March 2024.

16. ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is disclosed on the website: www.ivothiinfra.com

17. AUDITORS:

a. Statutory Auditors

M/s. V Ravi & Co., Chartered Accountants was appointed as the Statutory Auditors of the Company for five years from the conclusion of the 24th Annual General Meeting held on 30.09.2019 till the conclusion of the 29th Annual General Meeting to be held in the year 2023-24.

As the term of M/s. V Ravi & Co., Chartered Accountants is going to end in the upcoming Annual general meeting. The Board of Directors in its meeting held on 27.06.2024 has appointed M/s. Pundarikashyam and Associates., Chartered Accountants as the Statutory Auditors of the Company for the period of five years from the conclusion of the 29^th Annual General Meeting for the FY 2023-24 till the conclusion of the 34^th Annual General Meeting for the FY 2028-29, subject to the approval of the shareholders in the ensuing Annual General Meeting.

Statutory Auditors Report

The Board has duly reviewed the Statutory Auditorâs Report on the Accounts for the year ended March 31, 2024 and has noted that the same does not have any reservation, qualification or adverse remarks.

b. Secretarial Auditor

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the Companies Act, 2013, the Board has appointed M/s. Aakanksha, Practicing Company Secretary to undertake Secretarial Audit of the Company for financial year ending 31.03.2024. The report of the Secretarial Auditor is enclosed herewith vide Annexure-II of this Report.

Annual Secretarial Compliance Report

Annual Secretarial Compliance Report is not applicable to the Company for financial year ending 31.03.2024.

c. Cost Auditor

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the Company for the year 2023-24.

d. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies read with rules made there under, the Board has appointed M/s N.G Rao and Associates, Chartered Accountants for FY 202324, Hyderabad as Internal Auditors of the Company.

18. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There have been no frauds reported by the auditorâs u/s 143(12) of the Companies Act, 2013.

19. INTERNAL AUDIT AND FINANCIAL CONTROLS:

The Company has adequate internal controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given loans, Guarantees or made any investments attracting the provision of Section 186 of the Companies Act, 2013 during the year under review.

21. RELATED PARTY TRANSACTIONS:

Our Company has formulated a policy on related party transactions which is also available on Companyâs website at www.ivothiinfra.com. This policy deals with the review and approval of related party transactions.

All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of business. There were no material significant

related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure III which forms part of this Report.

All related party transactions were placed before the Audit Committee/Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature. Members may refer to financial statements which sets out related party disclosures pursuant to IND AS-24.

22. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year under review, no Company has become or ceased to become its subsidiary, joint venture or associate Company.

23. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, is provided hereunder:

A. Conservation of Energy:

Your Companyâs operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Research & Development and Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: Rs. NIL Foreign Exchange Outgo: NIL

24. COMMITTEES:

(I). AUDIT COMMITEE

Terms of reference of Audit committee covers all the matters prescribed under Regulation 18 of the Listing Regulations and Section 177 of the Act, 2013.

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The terms of reference of the Audit Committee encompasses the requirements of Section 177 of Companies Act, 2013 and as per Regulation 18 of SEBI (LODR) Regulations, 2015 and, inter alia, includes:

i. Oversight of the listed entityâs financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

ii. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

iii. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

iv. Reviewing, with the management, the annual financial statements and auditor''s report thereon before submission to the board for approval, with particular reference to:

a. Matters required to be included in the directorâs responsibility statement to be included in the boardâs report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

^d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions;

g. Modified opinion(s) in the draft audit report;

v. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

vi. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public issue or rights issue or preferential issue or qualified institutions placement, and making appropriate recommendations to the board to take up steps in this matter;

vii. Reviewing and monitoring the auditorâs independence and performance, and effectiveness of audit process;

viii. Approval or any subsequent modification of transactions of the listed entity with related parties;

ix. Scrutiny of inter-corporate loans and investments;

x. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

xi. Evaluation of internal financial controls and risk management systems;

xii. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

xiii. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

xiv. Discussion with internal auditors of any significant findings and follow up there on;

xv. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

xvi. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

xvii. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

rviii. To review the functioning of the whistle blower mechanism;

xix. Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

xx. Carrying out any other function as is mentioned in the terms of reference of the audit committee.

xxi. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.

xxii. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

xxiii. Carrying out any other function as may be referred to the Committee by the Board.

xxiv. Authority to review / investigate into any matter covered by Section 177 of the Companies Act, 2013 and matters specified in Part C of Schedule II of the Listing Regulations.

B. THE AUDIT COMMITTEE SHALL MANDATORILY REVIEW THE FOLLOWING INFORMATION:

i. Management discussion and analysis of financial condition and results of operations;

ii. Management letters / letters of internal control weaknesses issued by the statutory auditors;

iii. Internal audit reports relating to internal control weaknesses; and

iv. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

v. Statement of deviations:

â¢ Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

â¢ Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

C. COMPOSITION, MEETINGS & ATTENDANCE:

During the financial year 2023-24, (4) four meetings of the Audit Committee were held on the 29.05.2023, 14.08.2023, 14.11.2023 and 01.02.2024.

Name	Designation	category	No. of Meetings held during the tenure	No. of meetings attended
**Mr. Sambasiva Prasad Eadara	Chairperson	Independent Director	4	4
**Mrs. K Ruchika	Member	Independent Director	4	4
*Mr. Shiva Shankar Reddy	Member	Independent Director	3	3

Gopavarapu
%Mr. Sujan Challagulla	Member	Independent Director	1	1
#Mr. Kancharla Rajasekhara Reddy	Chairman	Independent Director
#Mrs. Priyanka Agarwal	Member	Independent Director	-	-

*appointed w.e.f 19.06.2023 **resigned w.e.f 23.04.2024 % resigned w.e.f 19.06.2023 #appointed w.e.f 23.04.2024

During the year, all recommendations of Audit Committee were approved by the Board of Directors.

(II). NOMINATION AND REMUNERATION COMMITTEE

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE

i. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

ii. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

iii. Formulation of criteria for evaluation of performance of independent directors and the board of directors;

iv. Devising a policy on diversity of board of directors;

v. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

vi. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING THE YEAR:

During the financial year 2023-24, (3) Three meetings of the Nomination and Remuneration Committee were held on 19.06.2023, 01.02.2024 and 07.02.2024.

Name	Designation	category	No. of Meetings held during the tenure	No. of meetings attended
**Mr. Sambasiva Prasad Eadara	Chairperson	Independent Director	3	3
**Mrs. K Ruchika	Member	Independent Director	3	3
*Mr. Shiva Shankar Reddy Gopavarapu	Member	Independent Director	2	2
%Mr. Sujan Challagulla	Member	Independent Director	1	1
#Mr. Kancharla Rajasekhara Reddy	Chairman	Independent Director
#Mrs. Priyanka Agarwal	Member	Independent Director	-	-

*appointed w.e.f 19.06.2023 **resigned w.e.f 23.04.2024 % resigned w.e.f 19.06.2023 #appointed w.e.f 23.04.2024

C.PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

The performance evaluation criteria for Independent Directors are already mentioned under the head âBoard Evaluationâ in Directorsâ Report.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORSâ INDEPENDENCE:

1. Scope:

2. Terms and References:

2.1 âDirectorâ means a director appointed to the Board of a Company.

2.2 âNomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2.3 âIndependent Directorâ means a Director referred to in sub-Section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3. Policy:

3.1 Qualifications and criteria

3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into account factors, such as:

â¢ General understanding of the Companyâs business dynamics, global business and social perspective;

â¢ Educational and professional background

â¢ Standing in the profession;

â¢ Personal and professional ethics, integrity and values;

â¢ Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

3.1.3 The proposed appointee shall also fulfil the following requirements:

â¢ shall possess a Director Identification Number;

â¢ shall not be disqualified under the companies Act, 2013;

â¢ shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting;

â¢ shall abide by the code of Conduct established by the Company for Directors and senior Management personnel;

â¢ Such other requirements as any prescribed, from time to time, under the Companies Act, 2013,Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the Companyâs business.

3.2 Criteria of Independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with the guidelines as laid down in Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

An independent Director in relation to a Company, means a director other than a Whole-time Director or a whole-time Director or a nominee Director

i. who, in the opinion of the board of directors, is a person of integrity and possesses relevant expertise and experience;

ii. who is or was not a promoter of the listed entity or its holding, subsidiary or associate company or member of the promoter group of the listed entity;

iii. who is not related to promoters or directors in the listed entity, its holding, subsidiary or associate company;

iv. who, apart from receiving director''s remuneration, has or had no material pecuniary relationship with the listed entity, its holding, subsidiary or associate company, or their promoters, or directors, during the 68[three] immediately preceding financial years or during the current financial year;

v. none of whose relativesâ

a. is holding securities of or interest in the listed entity, its holding, subsidiary or associate company during the three immediately preceding financial years or during

the current financial year of face value in excess of fifty lakh rupees or two percent of the paid-up capital of the listed entity, its holding, subsidiary or associate company, respectively, or such higher sum as may be specified;

b. is indebted to the listed entity, its holding, subsidiary or associate company or their

promoters or directors, in excess of such amount as may be specified during the three immediately preceding financial years or during the current financial year;

c. has given a guarantee or provided any security in connection with the indebtedness of

any third person to the listed entity, its holding, subsidiary or associate company or their promoters or directors, for such amount as may be specified during the three immediately preceding financial years or during the current financial year; or

d. has any other pecuniary transaction or relationship with the listed entity, its holding,

subsidiary or associate company amounting to two percent or more of its gross turnover or total income:

Provided that the pecuniary relationship or transaction with the listed entity, its holding, subsidiary or associate company or their promoters, or directors in relation to points (A) to (D) above shall not exceed two percent of its gross turnover or total income or fifty lakh rupees or such higher amount as may be specified from time to time, whichever is lower.]

vi. who, neither himself [â/herself], nor whose relative(s) â

a. holds or has held the position of a key managerial personnel or is or has been an employee of the listed entity or its holding, subsidiary orassociate company[or any company belonging to the promoter group of the listed entity,] in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed:

[Provided that in case of a relative, who is an employee other than key managerial personnel, the restriction under this clause shall not apply for his / her employment.]

b. is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of â

(i) a firm of auditors or company secretaries in practice or cost auditors of the listed entity or its holding, subsidiary or associate company; or

(ii) any legal or a consulting firm that has or had any transaction with the listed entity, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm;

c. holds together with his relatives two per cent or more of the total voting power of the listed entity; or

d. is a chief executive or director, by whatever name called, of any non-profit organisation that receives twenty-five per cent or more of its receipts or corpus from the listed entity, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the listed entity;

e. is a material supplier, service provider or customer or a lessor or lessee of the listed entity;

vii. who is not less than 21 years of age.

viii. who is not a non-independent director of another company on the board of which any non-independent director of the listed entity is an independent director:

3.2.3 The independent Director shall abide by the âcode for independent Directors âas specified in Schedule IV to the companies Act, 2013.

3.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance. Accordingly, members should voluntarily limit their Directorships in other listed public limited companies in such a way that it does not interfere with their role as Director of the Company. The NR Committee shall take into account the nature of, and the time involved in a Director service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as Director in more than 20 companies of which not more than 10 shall be public limited companies.

3.3.3 A Director shall not serve as an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed Company.

3.3.4 A Director shall not be a member in more than 10 committee or act as chairman of more than 5 committee across all companies in which he holds Directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholderâs relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under Section 8 of the companies Act, 2013 shall be excluded.

D. MECHANISM FOR EVALUATION OF THE BOARD

Evaluation of all Board members is performed on an annual basis. The evaluation is performed by the Board and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

In line with Securities and Exchange Board of India Circular No.

SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017 and the Companies Amendment Act, 2017 the Company adopted the recommended criteria by Securities and Exchange Board of India.

The Directors were given following Forms for evaluation:

(i) Evaluation of Board;

(ii) Evaluation of Committees of the Board;

(iii) Evaluation of Independent Directors;

(iv) Evaluation of Chairperson; and

(v) Evaluation of Whole-time Director and Whole-time Director The Directors were requested to give following ratings for each criteria:

1. Could do more to meet expectations;

2. Meets expectations; and

3. Exceeds expectations.

The Directors have sent the duly filled forms to the Board. Based on the evaluation done by the Directors, the report on Evaluation was submitted to the Board. And based on the report, the Board of Directors has informed that the performance of Directors is satisfactory.

(III). STAKEHOLDERS RELATIONSHIP COMMITTEE

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The Committeeâs role includes:

i. Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc;

ii. Review of measures taken for effective exercise of voting rights by shareholders;

iii. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent;

iv. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company;

v. Such other matter as may be specified by the Board from time to time.

vi. Authority to review / investigate into any matter covered by Section 178 of the Companies Act, 2013 and matters specified in Part D of Schedule II of the Listing Regulations.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING THE YEAR:

During the financial year 2023-24, (1) one meeting of the Stakeholders and Relationship Committee meeting was held on 01.02.2024.

Name	Designation	category	No. of Meetings held during the tenure	No. of meetings attended
**Mr. Sambasiva Prasad Eadara	Chairperson	Independent Director	1	1
**Mrs. K Ruchika	Member	Independent Director	1	1
*Mr. Shiva Shankar Reddy Gopavarapu	Member	Independent Director	1	1
%Mr. Sujan Challagulla	Member	Independent Director	-	-
#Mr. Kancharla Rajasekhara Reddy	Chairman	Independent Director
#Mrs. Priyanka Agarwal	Member	Independent Director	-	-

*appointed w.e.f 19.06.2023 **resigned w.e.f 23.04.2024 % resigned w.e.f 19.06.2023 #appointed w.e.f 23.04.2024

C. DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING DURING THE YEAR 2023-24:

Opening balance	Received during the	Resolved during the	Closing
	year	year	balance
00	00	00	00

D. NAME AND DESIGNATION OF COMPLIANCE OFFICER:

Mr. Chakravarthi Srinivasan Company Secretary is the Compliance Officer of the company.

25. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Regulation 22 of SEBI (LODR) Regulations, 2015, a vigil Mechanism for Directors and

employees to report genuine concerns has been established. It also provides for necessary safeguards for protection against victimization for whistle blowing in good faith.

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY):

Since your Company does not have net worth of Rs. 500 Crores or more or turnover of Rs. 1000 Crores or more or a net profit of Rs. 5 Crores or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

27. PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review.

28. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended March 31, 2024, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.

The Company complied with this requirement within the prescribed timelines.

29. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS / TRIBUNALS:

Company has complied with all the applicable provisions under SEBI (LODR) Regulations and other related statutes and paid the reinstatement fees for revocation of suspension in the trading of the shares of the Company. Accordingly, BSE has revoked the suspension in the equity shares of the Company w.e.f. 27.03.2024.

30. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been noticed for inefficiency or inadequacy of such controls.

Further, details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report which is appended as Annexure IV and forms part of this Report.

31. CREDIT & GUARANTEE FACILITIES:

The Company has not availed any credit and guarantee facilities during the year.

32. RISK MANAGEMENT POLICY:

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks and also to identify business opportunities. As a process, the risks associated with the business are identified and prioritized based on severity, likelihood and effectiveness of current detection. Such risks are reviewed by the senior management on a periodical basis.

33. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulation provides an overview of the affairs of the Company, its legal status and autonomy, business environment, mission & objectives, sectoral and operational performance, strengths, opportunities, constraints, strategy and risks and concerns, as well as human resource and internal control systems is appended as Annexure IV for information of the Members.

34. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility. The Company has been taking upmost care in complying with all pollution control measures from time to time strictly as per the directions of the Government.

We would like to place on record our appreciation for the efforts made by the management and the keen interest shown by the Employees of your Company in this regard.

35. 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:

During the year, none of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs. 8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, details of 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 is appended as (Annexure V) and forms part of this Report.

36. RATIO OF REMUNERATION TO EACH DIRECTOR

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 no remuneration was paid to the Whole-time Director of the Company.

37. MECHANISM FOR EVALUATION OF THE BOARD:

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 SEBI Listing Regulations.

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

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and nonexecutive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of 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 the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, 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.

38. SECRETARIAL STANDARDS:

The Company is in compliance with the applicable secretarial standards.

39. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

There is no application filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

40. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

41. DEVIATIONS, IF ANY OBSERVED-ON FUNDS RAISED THROUGH PUBLIC ISSUE, PREFERENTIAL ISSUE ETC:

During the year under review, company has not raised any funds from public or through preferential allotment.

42. CODE OF CONDUCT COMPLIANCE:

All Members of the Board and Senior Management have affirmed compliance to the Code of Conduct for the Financial Year 2023-24. A declaration signed by the Whole-time

Director affirming compliance with the Companyâs Code of Conduct by the Board of Directors and Senior Management for the Financial Year 2023-24 as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended as Annexure VI and forms part of this Report.

43. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth of the Company is less than Rs. 25 Crores, Corporate Governance is not applicable to the Company.

44. NON-EXECUTIVE DIRECTORSâ COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

No compensation was paid to the Independent and Non-Executive Directors.

45. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2018. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities. The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on our website.

46. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,

^2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. No Complaints were pending at the beginning of the year or received during the year.

47. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one-time settlement of loans taken from banks and financial institutions.

48. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to be implemented.

49. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

50. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

51. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website.

52. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities except as mentioned:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employeeâs stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

53. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company for their continued support for the growth of the Company.

For and on behalf of the Board JYOTHI INFRAVENTURES LIMITED

Sd/- Sd/-

Place: Hyderabad Jhansi Sanivarapu Shiva Shankar Reddy

Date: 27.06.2024 Whole time Director & CFO Independent Director

(DIN:03271569) (DIN: 10039853)

Mar 31, 2010

Dear Shareholders,

The Directors have pleasure in presenting the Fifteenth Annual Report of the Company for the financial year ended 31st March, 2010.

FINANCIAL RESULTS:

The performance of the Company for the financial year ended 31s March, 2010 is summarized below:

(Rs.) (Rs) 2009-10 2008-09

Income 26090 15,000

Interest - -

Depreciation - -

Profit/ Loss Before Tax (580597) (10,247)

Provisions for Tax - -

Profit/Loss After Tax (580597) (10,247)

OPERATIONS:

The stock market trading has become very competitive where sustenance itself has become very difficult due to sudden ups and downs in the Trading pattern. However the Tractate with their expertise in the trading in securities are trying to generate better busing for The" company In the coming period of time. Your company is taking firm Steps fn the orientation and business model. The company is concentrating on improved procedures in stock trading process.

DIVIDEND:

Your directors do not recommend any dividend for the financial year.

PUBLIC DEPOSITS: Your Company has not accepted any deposits falling within the meaning of Sec.58A of the companies Act, 1956 read with the Companies (Acceptance or Deposits) Kuies, during the financial year under review.

LISTING:

The equity shares of your company are listed on the Bombay Stock Exchange, Madras Stock Exchange, Delhi Stock Exchange and Ahmedabad Stock Exchange.

DIRECTORS:

in accordance with the Companies Act, 1956 read with Articles of Association of the company the directors namely Mr. T. Anil Kumar and Mr. V. Lakshmana Rao, directors of the company retire by rotation and have expressed their willingness for reappointment

Your Board recommends the re-appointment of the Directors above.

CHANGE OF NAME OF THE COMPANY:

The Company has diver field its exiting line of business to infrastructure Sector. Consequently the shareholder of the company apporved the change from Boss Securities to Jyothi Infraventures Limited Through postal Ballot held on 20.11.2009 20.11.2009.

AMENDMENT OF THE OBJECTS OF THE COMPANY:

The Infrastructure sector is in its peak now and accordingly the Company decided to Change its line of Business. The Company through postural ballot has amended its object clause.

CHANGE IN REGISTERED OFFICE OF THE COMPANY:

The Company's registered office changed from Plot No 110, Road No. 10 Jubilee Hills Hyderabad -500033 to Plot No. 13, Kavuri Hills, Madhapur, Hyderbad -500081 w.e.f 01.10.2009

DEMAT CONNECTIVITY:

Pursuant to the provisions of Sec.217(2AA) of the Companies Act, 1956 the Board of Directors of your company herby certifies and confirm that:

i. In the prepation of the Annual Accounts, the applicable accounting standards have been followed along with roper explanation relating to material departures;

ii The Directors have selected such accounting polices and applied them consistently and made judgment 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;

iii The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companied Act, 1956 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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy

The Company uses electric energy for its equipment such as air conditioners, computer terminals, lighting and utilities in the work premises. All possible measures have been taken to conserve the energy, by incorporating energy efficient equipment.

B. Technology Absorption

1. Research and Development (R&D) Nil

2. Technology absorption, adoption and innovation : Nil

C. Foreign Exchange Earnings and Out Go Foreign Exchange Earnings Nil

Foreign Exchange Outgo Nil

PARTICULARS OF EMPLOYEES

None of the employees is in receipt of remuneration exceeding the limit and whose particulars are required to be given as prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

CODE OF CONDUCT

The Code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them.

AUDITORS

M/s. M.M. Reddy & Co, Chartered Accountants retire at the ensuing Annual General Meeting and being eligible has expressed his willingness for re-appointment. Your directors propose the appointment of M/s. M.M. Reddy & Co, Chartered Accountants, as statutory auditor to hold office until the conclusion of the next Annual General Meeting of the company.

AUDIT REPORT

The Auditors have commented that the company has not made any provision in respect of debts aggregating to Rs.35741950/-. The Management is confident that the dues are recoverable and hence no provision was made for the same.

CORPORATE GOVERNANCE

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors, Forms part of this Report as Annexure.

ACKNOWLEDGEMENTS Your directors would like to express their grateful appreciation for assistance and operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

Declaration by Managing Director of affirmation by Director and senior Management personnel of compliance with the code of conduct Management personnel of compliance with me cue

The shareholders

I, Srinivas prasad Moturi, Director of the Company do herby declare that the directors and senior management of the company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as preceded by the company and have sheered to the provisions of the same

For and on behalf of the Board of

Jyothi Infraventures Limited

Sd/-

Srinivas Prasad Moturi

Place: Hyderabad Director

Date: 31.05.2010

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Directors Report of Mizzen Ventures Ltd.

1. OPERATING RESULTS

2. TRANSFER TO RESERVES

3. THE STATE OF THE COMPANYâS AFFAIRS

4. SHARE CAPITAL

5. FURTHER ISSUE OF CAPITAL

6. DIVIDEND

7. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

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

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

10. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC

11. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

12. INTERNAL CONTROL SYSTEM

13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT, 2013

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

16. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

17. ANNUAL RETURN

18. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

19. DIRECTORSâ RESPONSIBILITY STATEMENT

20. DEPOSITS

21. PARTICULARS OF EMPLOYEES AND REMUNERATION

22. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

23. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT ANDREMUNERATION

24. DECLARATION OF INDEPENDENT DIRECTORS

25. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

26. STATUTORY AUDITORS

27. INTERNAL AUDITORS

28. SECRETARIAL AUDITORS

29. COST RECORDS AND COST AUDIT

30. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

31. CORPORATE GOVERNANCE

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

33. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

34. VIGIL MECHANISM

35. REPORTING OF FRAUD BY AUDITORS

36. PERFORMANCE EVALUATION

38. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

39. COMMITTEES OF THE BOARD

Audit Committee

Stakeholder Relationship Committee

40. OTHER DISCLOSURES

41. POLICIES

42. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

43. ENHANCING SHAREHOLDER VALUE

44. CAUTIONARY STATEMENT

45. OPEN OFFER CHANGE IN PROMOTERS

46. CHANGE IN NAME OF THE COMPANY

47. ACKNOWLEDGEMENTS

For Mizzen Ventures Limited

Sd/- Sd/- Sd/-

1. FINANCIAL SUMMARY/HIGHLIGHTS:

2. REVIEW OF OPERATIONS:

3. BUSINESS UPDATE AND STATE OF COMPANYâS AFFAIRS:

4. RESERVES:

5. DIVIDEND:

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

7. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

8. REVISION OF FINANCIAL STATEMENTS:

9. SHARE CAPITAL:

10. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL:

11. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

12. BOARD MEETINGS:

13. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

14. POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORSâ INDEPENDENCE:

1. Scope:

2. Terms and References:

3. Policy:

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

2. Terms and Reference:

3. Policy:

15. DIRECTORSâ RESPONSIBILITY STATEMENT:

16. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):

17. TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

15. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

16. ANNUAL RETURN:

17. AUDITORS:

a. Statutory Auditors

Statutory Auditors Report

3. THE STATE OF THE COMPANYâS AFFAIRS

11. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY

13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013

19. DIRECTORSâ RESPONSIBILITY STATEMENT

23. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND
REMUNERATION

30. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

38. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

3. BUSINESS UPDATE AND STATE OF COMPANYâS AFFAIRS:

14. POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORSâ INDEPENDENCE:

15. DIRECTORSâ RESPONSIBILITY STATEMENT:

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORSâ INDEPENDENCE:

44. NON-EXECUTIVE DIRECTORSâ COMPENSATION AND DISCLOSURES: