Directors Report of Telogica Ltd.

Mar 31, 2025

Your directors have great pleasure in presenting the report on the Business and Operations of your Company
(‘the Company'' or ‘Telogica Limited), along with the audited financial statement, for the financial year ended
March 31,2025.

FINANCIAL HIGHLIGHTS

The financial highlights of the Company are as follows:

(Rs. In Lakhs)

Particulars	2024-25	2023-24
Revenue from Operations	1,928.27	1,785.92
Other Income	21.07	27.79
Total Income	1,949.33	1,813.72
Total Expenses	1,847.11	1,726.42
Profit/ (Loss) before exceptional items and tax	102.22	87.29
Exceptional items	-	-
Profit / (Loss) before tax	102.22	87.29
Less: Current tax	-	-
Less: Deferred Tax	(67.81)	3.63
Profit/ (Loss) for the period	170.03	83.66
Other Comprehensive Income	4.55	21.71
Total Comprehensive Income	174.57	105.37
Earning per Equity Share
Basic	0.65	0.44
Diluted (in Rs.)	0.37	0.44

STATE OF THE COMPANY’S AFFAIRS

During the year under review, your Company achieved revenue of Rs.1,928.27 Lakhs (Standalone), during the
financial year 2024-25, as against Rs.1,785.92 Lakhs (Standalone), during the previous year 2023-24. The Net
profit after tax stood at Rs.170.03 Lakhs (Standalone), for the financial year 2024-25 as against Rs.83.66 Lakhs
(Standalone) for the previous year 2023-24.

DIVIDEND

No dividend was recommended by the Board of Directors for the FY 2024-25.

TRANSFER TO RESERVES

Your Company did not transfer any amount to reserves for the financial year 2024-25.

CHANGE IN THE NATURE OF THE BUSINESS

There was no change in the nature of business of the Company during the financial year under review.

SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on March 31,2024 stood at Rs. 11,94,69,710/- comprising
of 2,38, 93,942 equity shares of Rs. 5/- each.

During the year under review, 77,00,000 and 21,79,090 warrants were converted into equivalent number of
equity shares on December 18, 2024 and March 31,2025 respectively. Consequently, the Paid-up Equity Share
Capital of the Company increased to Rs. 16,88,65,160/- comprising of 3,37,73,032 equity shares of Rs. 5/- each
by March 31,2025.

Eventually, the company has obtained listing and trading approval from BSE Limited for the new equity shares.

The Company has paid Listing Fees for the Financial Year 2025-26, to BSE Limited, where its equity shares are
listed.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2025 is
available on the Company''s website at https://aishwaryatechtele.com/images/pdf/Form_MGT_7%202024-
25.pdf

NUMBER OF MEETINGS OF THE BOARD

The Board met nine (9) times during the year 2024-25 viz. on May 11,2024; May 28, 2024; June 03, 2024; August
13, 2024; August 31,2024; November 14, 2024; December 18, 2024; February 10, 2025 and March 31,2025.

The details of the composition of the Board and its Committees and the number of meetings held and attendance
of Directors at such meetings are provided in the Corporate Governance Report, which forms part of the Annual
Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134, sub-section 3(c) and sub-section 5 of the Companies Act, 2013
(“The Act”), the Board of Directors, to the best of their knowledge and ability, state and confirm that:

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

b) the Directors had 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;

c) the Directors had 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;

d) the Directors had prepared the annual accounts on a going concern basis:

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and are operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149

As required under Section 149 of the Companies Act, 2013, the Independent Directors have submitted the
declaration affirming that they meet the criteria of independence as provided in Section 149(6) of the Act and
Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. There has been no change in the circumstances affecting their status as independent
directors of the Company.

The Board is of the opinion that all the Independent Directors appointed during the year under review are persons
of integrity and possess relevant expertise and experience to act as Independent Director of the Company. The
Independent Directors of the Company have confirmed that they have registered themselves with the Indian

Institute of Corporate Affairs, Manesar and have included their name in the databank of Independent Directors
within the statutory timeline and they have also appeared and qualified for the online proficiency test, wherever
applicable.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The policy of the Company relating to the remuneration of the Directors, Key Managerial Personnel and other
employees, including criteria for determining qualifications, positive attributes, independence of a Director and
other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is governed by the
Nomination and Remuneration Policy.

The Company''s policy relating to the appointment of directors and remuneration including other matters
provided in Section 178(3) of the Act is also available on https://aishwaryatechtele.com/images/pdf/
Nomination%20&%20Remuneration%20Policy.pdf

LOANS, GUARANTEES OR INVESTMENTS

No investments or loans were made, guarantees given or securities provided during the financial year under
review. And, hence, no details as required under the provisions of Section 186 of the Companies Act, 2013 read
with Companies (Meetings of Board and its Powers) Rules, 2014 need to be disclosed.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions (RPT) that were entered into during the financial year are at arm''s length basis
and are in the ordinary course of business.

All Related Party Transactions were placed before the Audit Committee and the Board for approval. The Board of
Directors has framed a policy on Related Party Transactions to ensure a process for approval and reporting of
transactions between the Company and its related parties. The policy is posted under the Investors'' section of
the Company''s website at https://www.aishwaryatechtele.com/images/pdf/Related party policy.pdf

However, none of the transactions with related parties fall under the scope of Section 188(1) of the Act.
Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form
AOC-2 is not applicable to the Company for FY 2025 and hence, does not form part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
ANDOUTGO

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 with respect to Conservation of Energy, Technology Absorption, and Foreign Exchange
Earnings and Outgo are provided in Annexure I to this Report.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

We have a risk management framework for the identification and management of risks. The Company has
formulated Risk Management Policy, which guides the Board in (a) approving the Company''s Risk Management
Framework and (b) Overseeing all the risks that the organization faces such as strategic, financial, liquidity,
security, regulatory, legal, reputational and other risks that have been identified and assessed to ensure that
there is a sound Risk Management Policy in place to address such concerns / risks. The Risk Management
process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the
process also helps to align potential exposures with the risk appetite and highlight risks associated with chosen
strategies.

The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by
the business and functions are systematically addressed through mitigating actions on a continuing basis.

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and
Regulation 21 of the Listing Regulations. The Risk Management Policy is also posted under the Investors''
section of the Company''s website at https://aishwaryatechtele.com/images/pdf/Risk_
Management%20Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company is not required to comply with corporate social responsibility as the provisions of Sec 135 of the
Companies Act, 2013 read with rules made thereunder are not applicable and hence, reporting pursuant to
Section 134(3) (o) is not applicable.

BOARD EVALUATION

The Board of Directors evaluated the annual performance of the Board as a whole, its committees and the
directors individually, in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, with specific focus on the performance and
effective functioning of the Board and individual directors.

Separate meetings of Independent Directors were held on May 28, 2024 and February 10, 2025 to review the
performance of the Non-Independent Directors and the Board as a whole, review the performance of
Chairperson of the Company and assess the quality, quantity and timeliness of flow of information between the
management and the Board that is necessary for the Board to effectively and reasonably perform its duties. All
the Independent Directors were present at the meeting.

CRITERIA FOR PERFORMANCE EVALUATION

a. Ability of the candidate to devote sufficient time and attention to his professional obligations as Independent
Director for informed and balanced decision making.

b. Adherence to the Code of Conduct in letter and in spirit by the Independent Directors.

c. Bringing objectivity and independence of view to the Board''s discussions in relation to the Company''s
strategy, performance, and risk management.

d. Statutory compliance and ensuring high standards of financial probity and Corporate Governance.

e. Responsibility towards requirements under the Companies Act, 2013, responsibilities of the Board and
accountability under the Director''s Responsibility Statement.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors attend a Familiarization /Orientation Program on being inducted into the Board.
Further, various other programmes are conducted for the benefit of Independent Directors to provide periodical
updates on regulatory front, industry developments and any other significant matters of importance. The
Company issues a formal letter of appointment to the Independent Directors, outlining their role, function, duties
and responsibilities, the format of which is available on the Company''s Website.

The details of training and familiarization program are available on the website at
https://www.aishwaryatechtele.com/images/pdf/FamiliarisationProgramme.pdf

DIRECTORS

The Board is duly constituted.

The Board of Directors consists of eight (8) directors, four (4) of whom are Independent Directors including a
woman director, and the remaining four (4) are Executive Directors.

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the company,
Venkateswara Rao Devineni (DIN: 03616715), Whole-time Director and Chief Financial Officer of the company,
retires by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment. The Board
recommends his re-appointment for the approval of the members.

In compliance with Regulation 36(3) of the Listing Regulations and Secretarial Standard - 2 on General
Meetings, a brief resume of the director proposed to be reappointed is attached along with the Notice of the
ensuing Annual General Meeting (AGM).

Moreover, the Directors have devised proper systems and processes for complying with the requirements of
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems

were adequate and operating effectively.

CHANGES IN THE DIRECTORS OR KEY MANAGERIAL PERSONNEL (KMP):

Board of Directors:

During the year under review, Hari Krishna Reddy Kallam (DIN: 01302713), Whole-time Director and Chairman
stepped-down as the Chairman of the company w.e.f. May 28, 2024 and continued solely as a Whole-time
Director of the company. On the same day, Srinivasa Rao Mandava (DIN: 03456187), then Managing Director of
the company was redesignated as non-executive director of the company, and Satish Kumar Maddineni (DIN:
03452107), Executive Director of the company has resigned.

Following that, Srivatsava Sunkara (DIN: 01725431), was appointed as an Additional Director - Managing
Director cum Chairperson, Kiran Kumar Inampudi (DIN: 01024343) was appointed as a Non-Executive Director
and Mooperthy Sudheer (DIN: 00404917) was appointed as an Additional Non-Executive Independent director
in the board meeting held on May 28, 2024.

However, Srivatsava Sunkara (DIN: 01725431), Additional Director - Manging Director cum Chairperson, Kiran
Kumar Inampudi (DIN: 01024343), Non-Executive Director and Mooperthy Sudheer (DIN: 00404917) Additional
Independent director have resigned from the company w.e.f. August 13, 2024.

Following the above events, in the board meeting held on August 13, 2024, Hari Krishna Reddy Kallam (DIN:
01302713) was redesignated as Whole-time Director cum Chairperson, Srinivasa Rao Mandava (DIN:
03456187) was redesignated as Managing Director and Satish Kumar Maddineni (DIN: 03452107) was
appointed as a Whole-time Director.

Moreover, in the 29th AGM of the Company held on September 30, 2024,

• Venkateswara Rao Devineni (DIN: 03616715), Executive Director of the company, who was liable to retire
by rotation, was reappointed as Whole-time Director and Chief Financial Officer w.e.f. October 12, 2024 to
October 11,2027;

• Hari Krishna Reddy Kallam (DIN: 01302713) was reappointed as Chairman and Whole-time Director w.e.f.
October 12, 2024 October 11,2027;

• Satish Kumar Maddineni (DIN: 03452107) was appointed as Whole-time Director w.e.f. August 13, 2024 to
August 12, 2027;

• Srinivasa Rao Mandava (DIN: 03456187) was appointed as Managing Director of the company w.e.f.
August 13, 2024 to August 12, 2027;

Apart from the above, there were no other changes in the Directors and the KMPs.

Company Secretary and Compliance Officer:

Khush Mohammad (M.No: 24743) an Associate member of The Institute of Company Secretaries of India (ICSI)
is the Company Secretary and Compliance Officer of the Company.

KEY MANAGERIAL PERSONNEL (KMP)

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on March
31, 2025:

Mandava Srinivasa Rao - Managing Director

Venkateswara Rao Devineni - Chief Financial Officer

Hari Krishna Reddy Kallam - Whole-time Director

Satish Kumar Maddineni - Whole-time Director

Khush Mohammad - Company Secretary and Compliance Officer

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company did not have a Subsidiary / Associate/ Joint Venture Company as on the beginning of the financial

year or close of financial year under report and even as on date. Further, no Company has become or ceased to
become the Subsidiary/ Associate/ Joint Venture of the Company during the financial year.

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

No significant or material orders were passed by the Regulators or Courts or Tribunals that impact the going
concern status and Company''s operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS

Your Company has established and maintained a framework of internal financial controls and compliance
systems. Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external
consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and
the reviews performed by management and the relevant board committees, including the audit committee, the
Board is of the opinion that the Company''s internal financial controls were adequate and your Company is
constantly endeavouring to improve the standards of internal control in various areas and taking steps to
strengthen the internal control system to make it commensurate and effective with the nature of its business.

Further, the statutory auditors of your Company have also issued an attestation report on internal control over
financial reporting (as defined in section 143 of Companies Act, 2013) for the financial year ended March 31,
2025, which forms part to the Statutory Auditor''s Report.

VIGIL MECHANISM

The Board of Directors, on the recommendation of the Audit Committee, established a vigil mechanism for
directors and employees called “Whistle Blower Policy”, pursuant to the provisions of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, to report genuine concerns or
grievances about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct
or Ethics Policy and to provide adequate safeguards against victimization of persons who use such mechanism
and to provide direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Whistle Blower Policy is posted under the Investors section of the Company''s website at

https://www.aishwaryatechtele.com/images/pdf/Vigil Mechanism.pdf

ANTI-SEXUAL HARASSMENT POLICY

The Company has adopted a policy on Prevention of Sexual Harassment of Women at Workplace in accordance
with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The
Company has taken several initiatives across the organization to build awareness amongst employees about the
Policy and the provisions of the Prevention of Sexual Harassment of Women at Workplace Act. The Company
has constituted Internal Complaints Committee as required under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Further details follow:

• Number of complaints of Sexual Harassment received in the year - Nil

• Number of complaints disposed off during the year - Nil

• Number of cases pending for more than 90 days - Nil

STATEMENT ON COMPLIANCE WITH THE PROVISIONS OF MATERNITY BENEFITS ACT, 1961

The company is fully compliant with the provisions of the Maternity Benefit Act, 1961, ensuring all eligible
employees receive the mandated maternity benefit.

CODE OF CONDUCT FOR 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) Regulations, 2015. The Insider Trading Policy of the Company lays down
guidelines and procedures to be followed and disclosures to be made while in possession of Unpublished Price
Sensitive Information and while dealing in the shares of the Company, as well as the consequences of violations.

The Policy has been formulated to regulate, monitor and ensure reporting of trading by insiders by employees
and to maintain the highest ethical standards while dealing in the company''s securities.

The Insider Trading Policy of the Company, covering the Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information and Code of Conduct for prevention of insider trading is available on our
website at https://aishwaryatechtele.com/images/pdf/Code%20of%20Practices%20and%
20Procedures%20for%20Fair%20Disclosure%20of%20Unpublished%20Price%20Sensitive%20Information.
pdf

https://aishwaryatechtele.com/images/pdf/Code%20of%20Conduct%20to%20Regulate,%20Monitor%20and

%20Report%20Trading%20by%20Insiders.pdf

https://aishwaryatechtele.com/images/pdf/PIT%20Policies.pdf

A Report on Management Discussion & Analysis forms part of the Annual Report as per the requirements of
Regulation 34 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act, 2013, read with Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules''), all unpaid or unclaimed
dividend are required to be transferred by the Company to the IEPF established by the Central Government, after
the completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not
been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the
demat account created by the IEPF Authority.

AUDITORS

STATUTORY AUDITORS

The Members of your Company in the 27th AGM held on September 30, 2022 appointed M/s. P. Murali & Co.,
Chartered Accountants, (Firm Registration No. 007257S), Hyderabad as the Statutory Auditors of the Company
for a term of five (5) consecutive financial years from the conclusion of the 27th AGM till the conclusion of the
32nd AGM i.e., from the FY 2022-23 till FY 2026-27.

AUDITORS’ QUALIFICATION AND REMARKS:

There are no qualifications and remarks from the Auditors of the Company. However, the Auditors brought to the
notice of the members that the company is not regular in depositing the undisputed statutory dues with the
appropriate authorities. And, the arrears of undisputed statutory dues such as PF, Sales Tax, GST, TDS, PT,
TCS, ESI are outstanding for more than 6 months from the date they became payable. To which, the Board
explained that the delay was because of insufficient cash flows.

Secretarial Auditors

M/s. Akhilesh Singh & Associates, Practicing Company Secretaries, Kanpur were appointed as the Secretarial
Auditors for the financial year 2024-2025. Pursuant to Section 204 of the Companies Act, 2013 and the Rules
made thereunder, the Secretarial Audit Report for the financial year ended on March 31,2025, in Form MR-3, is
annexed to this Annual Report as Annexure II.

Auditor''s qualification / adverse remark / reservation	The Company has not filed Form DIR-12 for Appointment and Resignation of Mr. Kiran Kumar Inampudi and Mr. Sunkara Srivastava
Non-filing of e-form DIR-12 for	Not yet filed
appointment and resignation of Mr. Kiran
Kumar Inampudi and Mr. Sunkara
Srivastava.

However, M/s. P S Rao & Associates, Company Secretaries, Hyderabad, were appointed as Secretarial Auditors
in the meeting held on May 23, 2025 from the conclusion of the 30th AGM till the conclusion of 35th AGM i.e., from
FY 2025-26 till FY 2029-30 at a remuneration of Rs.1,00,000/- subject to the approval members at the ensuing
AGM.

Cost Auditors

Your Company was not required to maintain any Cost Records during the financial year under review since the
Company''s business activity / turnover, during the immediately preceding financial year, did not fall within the
purview / limits prescribed under Companies (Cost Records and Audit) Rules, 2014, as amended from time to
time.

Therefore, the provisions of Section 148(3) of the Companies Act, 2013 are not applicable to the company and
hence Cost Auditor need not be appointed.

Internal Auditors

M/s. P. Jitender Reddy & Co., Chartered Accountants (Firm Registration No:010203S), Hyderabad were
appointed as Internal Auditors of the Company for the financial year 2024-25 in the Board meeting held on
February 10, 2025. Also, the same were re-appointed as such for the financial year 2025-26 in Board Meeting
held on May 23, 2025.

The Internal Auditors carry out audit as per the audit plan defined by the Audit Committee and regularly update
the committee on their internal audit findings at the Committee''s meetings.

The Internal Auditors were satisfied with the management response on the observations and recommendations
made by them during the course of their audit.

AUDIT COMMITTEE

The details of the composition of the Audit Committee as required under the provisions of Section 177(8) of the
Companies Act, 2013 is given in the Corporate Governance Report furnished as part of the Annual Report. There
have been no instances during the year where recommendations of the Audit Committee were not accepted by
the Board.

NOMINATION AND REMUNERATION COMMITTEE

The details of the composition of the Nomination and Remuneration Committee are given in the Corporate
Governance Report furnished as a part of the Annual Report.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The details of the composition of the Stakeholders'' Relationship Committee are given in the Corporate
Governance Report furnished as part of the Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The remuneration paid to your directors is in accordance with the Nomination and Remuneration Policy
formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing
Regulations.

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s)
thereof for the time being in force) in respect of directors/employees of the Company is appended as Annexure
-III to this Report.

CORPORATE GOVERNANCE

Your Company is committed to maintain high standards of corporate governance and adhere to the corporate
governance requirements set out by Securities and Exchange Board of India.

The Report on Corporate Governance as stipulated under the Listing Regulations, forms part of the Annual
Report.

The detailed report on Corporate Governance as per the format prescribed by Securities and Exchange Board of
India under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 along with a certificate from M/s Akhilesh Singh & Associates, Practicing
Company Secretaries, confirming compliance with the requirements of Corporate Governance is attached with
this report as Annexure IV.

As required by Listing Regulations, a certificate from M/s. Akhilesh Singh & Associates, Practicing Company
Secretaries confirming that none of the directors on the Board of the Company have been debarred or
disqualified from being appointed or continuing as directors of the companies is attached to this report as
Annexure V.

SECRETARIAL STANDARDS

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

DEPOSITS

The Company did not accept any deposits within the meaning of provisions of Chapter V - Acceptance of
Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules,
2014.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There were no material changes and commitments affecting the financial position of your Company that have
occurred between the end of the financial year (March 31, 2025) of the company to which the financial
statements relate and the date of the report (August 28, 2025).

REPORTING OF FRAUDS BY AUDITOR

During the year under review, neither the Statutory Auditors nor the Internal Auditors has reported to the Audit
committee under Section 143(12) of the Companies Act 2013, any instances or fraud committed against the
company by its officers or employees, the details of which need to be mentioned in the Board''s report.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR

No applications were made and no proceedings were pending under the Insolvency and Bankruptcy Code, 2016
during the year under the review.

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

No one time settlement took place during the year under review.

ACKNOWLEDGMENTS

Your Directors thank the Company''s employees, customers, vendors, and investors for their continuous support.
The Directors also thank the Government of India, Governments of various states in India, and concerned
Government departments and agencies for their co-operation.

For and on behalf of Telogica Limited

Sd/- Sd/-

Srinivasa Rao Mandava Venkateswara Rao Devineni

^{Date: August 28,} 2025 Managing Director Whole-time Director

Place: Hyderabad DIN: 03456187 DIN: 03616715

---

Mar 31, 2024

The Directors have pleasure in presenting before you the 29th Boards'' Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2024.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance during the period ended 31st March, 2024 has been as under:

(Amount in Lakhs)

Particulars	2023-24	2022-23
Revenue from operations	1785.92	444.37
Other income	27.79	45.90
Profit/loss before Depreciation, Finance Costs,	207.39	(299.30)
Exceptional items and Tax Expense	-	-
Less: Depreciation/ Amortization/ Impairment	5.95	13.07
Profit /loss before Finance Costs, Exceptional items and Tax Expense	201.14	(312.37)
Less: Finance Costs	114.14	59.72
Profit /loss before Exceptional items and Tax Expense	87.29	(372.09)
Add/(less): Exceptional items	-	256.79
Profit /loss before Tax Expense	87.29	(115.29)
Less: Tax Expense (Current & Deferred)	3.63	(4.27)
Profit /loss for the year (1)	83.66	(111.02)
Total Comprehensive Income/loss (2)	21.71	(11.92)
Total (1 2)	105.37	(99.10)
Balance of profit /loss for earlier years	-	-
Less: Transfer to Reserves	-	-
Less: Dividend paid on Equity Shares	-	-

2. REVIEW OF OPERATIONS:

The total revenue of the Company for the financial year under review was Rs.1813.72 Lakhs as against total revenue of Rs. 490.27 lakhs for the previous financial year. The company made a net profit of Rs.87.29 Lakhs for the financial year 2023-24 as against the net loss of Rs.115.30 Lakhs for the previous year.

3. DIVIDEND:

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

4. BUSINESS UPDATE AND STATE OF COMPANY’S AFFAIRS:

The information on Company''s affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of this Report.

5. RESERVES:

The Closing balance of reserves, including retained earnings, of the Company as at March 31st, 2024 is Rs.(15,09,07,080).

6. CHANGE IN THE NATURE OF 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 AND COMMITMENTS:

There were no material changes and commitments affecting financial position of the company between 31st March and the date of Board''s Report (i.e. 31.08.2024).

8. REVISION OF FINANCIAL STATEMENTS:

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

9. SHARE CAPITAL:

The authorized share capital of the Company stands at Rs.40,00,00,000/- divided into 8,00,00,000 equity shares of Rs.5/- each.

The paid-up share capital of the Company stands at Rs. 11,94,69,710/- divided into 2,38,93,942 equity shares of Rs.5/- each.

10. UNPAID / UNCLAIMED DIVIDEND:

There is no unpaid or unclaimed dividend with the company till date.

11. INVESTOR EDUCATION 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 (“IEPF Rules”) 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 (“IEPF”), 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.

12. DIRECTORS OR KMP APPOINTED OR RESIGNED:

Mr. D. Venkateswara Rao retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders'' approval for his re-appointment along with other required details forms part of the Notice.

Appointments:

Mr. K. Hari Krishna Reddy resigned as Chairman and continued as Whole-time Director on 28.05.2024. However, was appointed as Chairman w.e.f 13.08.2024.

Mr. K. Harikrishna Reddy (DIN: 01302713) was re-appointed as Whole-Time Director and Chairman w.e.f 12.10.2024 subject to the approval of the shareholders in the ensuing general meeting.

Mr. Sunkara Srivastava ( DIN: 01725431 ) was appointed as an Additional Director and Managing Director Cum Chairman of the Company w.e.f 28.05.2024 subject to the approval of the shareholders in the ensuing general meeting.

Mr. Kiran Kumar Inampudi (DIN: 01024343) was appointed as Non -Executive Director of the company w.e.f 28.05.2024 subject to the approval of the shareholders in the ensuing general meeting.

Mr. Mopperthy Sudheer ( DIN : 00404917 ) was appointed as an Additional Director in Independent category w.e.f 28.05.2024 subject to the approval of the shareholders in the ensuing general meeting.

Designation of Mr. Mandava Srinivasa Rao (DIN: 03456187) was changed from Managing Director to NonExecutive Director w.e.f 28.05.2024. However, he was appointed as Managing Director of the Company w.e.f 13.08.2024 subject to the approval of the shareholders in the ensuing general meeting.

Mr. Satish Kumar Maddineni (DIN: 03456187) resigned as a Whole-time Director w.e.f

28.05.2024.However, he was appointed as Additional Director and Whole-time Director of the Company w.e.f. 13.08.2024 subject to the approval of the shareholders in the ensuing general meeting.

Mr. D. Venkateswara Rao (DIN: 03616715) was re-appointed as Whole-time Director and CFO of the Company w.e.f. 12.10.2024 subject to the approval of the shareholders in the ensuing general meeting.

Mr. Mahesh Ambalal Kuvadia (DIN: 07195042) was re-appointed as an Independent Director of the Company w.e.f.12.10.2023 with the approval of the shareholders in the previous Annual General Meeting held on 30.09.2023.

Ms. Arpitha Reddy Mettu (DIN: 03553277) was re-appointed as an Independent Director of the Company w.e.f.14.08.2024 with the approval of the shareholders in the previous Annual General Meeting held on

30.09.2023.

Mr. Srinivas Kumar Medisetti (DIN: 07878337) was appointed as an Independent Director of the Company w.e.f.06.05.2023 with the approval of the shareholders in the previous Annual General Meeting held on

30.09.2023.

Resignations:

Mr. Sunkara Srivastava (DIN: 01725431) resigned as Chairman and Managing Director of the Company w.e.f. 13.08.2024.

Mr. Inampudi Kiran Kumar (DIN:01024343) resigned as a Whole-time Director of the Company w.e.f.

13.08.2024.

Mr. Mopperthy Sudheer (DIN: 00404917) resigned as an Independent Director of the Company w.e.f.

13.08.2024.

13. 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 (7) 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 Company''s 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.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

14. BOARD MEETINGS:

The Board of Directors duly met Ten (10) times on 22.04.2023, 06.05.2023, 30.05.2023, 07.07.2023,

03.08.2023, 14.08.2023, 30.08.2023, 07.09.2023, 14.11.2023 and 12.02.2024 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

15. BOARD EVALUATION:

Evaluation of all Board members is performed on an annual basis. The evaluation is performed by the Board, Nomination and Remuneration Committee 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 criteria for performance evaluation covers the areas relevant to the functioning of the Board and Board Committees such as its composition, oversight and effectiveness, performance, skills and structure etc.

The evaluation of Board of Directors is performed by the Board after seeking all the inputs from the Directors and the Board Committees by seeking inputs from the Committee members.

The performance evaluation of the individual directors is done by the Nomination and Remuneration Committee.

The performance evaluation of non-independent directors, the Board as a whole and the Chairman is done by a separate meeting of Independent directors after taking inputs from the Executive directors.

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

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

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

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.

17. 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 the ratio of remuneration of (Mr. D. Venkateswara Rao and Mr. Satish Kumar Maddineni), Whole-time Directors of the Company to the median remuneration of the employee is 2.75:1 and 2.5:1 respectively.

18. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(c) The Directors had 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;

(d) The Directors had prepared the annual accounts on a going concern basis; and

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

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

19. DETAILS 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 6 and forms part of this Report.

20. 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 auditors u/s 143(12)

21. CEO/ CFO CERTIFICATION:

The Whole-time Director and Chief Financial Officer Certification on the financial statements under regulation 17 (8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the year 2023-2024 is annexed in this Annual Report.

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

During the year under review Company does not have any subsidiary, joint venture or associate Company as on 31.03.2024.

23. 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.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loan, guarantees or made any investments attracting the provisions as prescribed in Section 186 of the Companies Act, 2013.

25. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. During the financial year 2023-24, there were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, omnibus approval for the estimated value of transactions with the related parties for the financial year is obtained from the Audit Committee. The transactions with the related parties are routine and repetitive in nature.

The summary statement of transactions entered into with the related parties pursuant to the omnibus approval so granted are reviewed and approved by the Audit Committee and the Board of Directors on a quarterly basis. The summary statements are supported by an independent audit report certifying that the transactions are at an arm''s length basis and in the ordinary course of business.

The Form AOC-2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure 4 to this report.

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

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy: Your Company''s 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: All the Factors mentioned in Rule 8 (3) (b) Technology absorption are not applicable to the Company.

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

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings: Rs. 6.17 Lakhs

2. Foreign Exchange Outgo: Rs. 227.84 Lakhs

27. COMMITTEES:

(I) . AUDIT COMMITTEE: The Audit Committee of the Company is constituted in line with the provisions of

Regulation 18(1) of SEBI (LODR) Regulations with the Stock Exchanges read with Section 177 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

(II) . NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee of

the Company is constituted in line with the provisions of Regulation 19(1) of SEBI (LODR) Regulations with the Stock Exchanges read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

(III) . STAKEHOLDERS RELATIONSHIP COMMITTEE: The Stakeholders Relationship Committee of the

Company is constituted in line with the provisions of Regulation 20 of SEBI (LODR) Regulations with the Stock Exchanges read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

28. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:

Since the Company does not have the net worth of Rs.500 Crore or more, or turnover of Rs.1000 Crore or more, or a net profit of Rs.5 Crore 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.

29. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company promotes ethical behavior and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil Mechanism and Whistle-blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may report their genuine concerns to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.

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 www.telogica.com.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators /courts that would impact the going concern status of the Company and its future operations.

31. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:

The members of the Company at their Annual General Meeting held on 30th September, 2022 have appointed M/s P. Murali & Co., as statutory auditors of the Company to hold office until the conclusion of

32nd Annual General meeting to be held in the financial year 2026-27 of the Company.

The financial statements and the Auditors'' Report are enclosed with this Annual Report.

The Auditors'' Report for fiscal 2024 does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements in this Annual Report. The Company has received audit report with unmodified opinion for on basis of audited financial results of the Company for the Financial Year ended March 31,2024 from the statutory auditors of the Company.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

32. ANNUAL SECRETARIAL COMPLIANCE REPORT:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder. Further, Secretarial Compliance Report dated 29.05.2024, was given by M/s. Vivek Surana & Associates, Practicing Company Secretary which was submitted to Stock Exchanges within 60 days of the end of the financial year.

33. SECRETARIAL AUDIT REPORT:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed M/s. Vivek Surana & Associates, Practicing Company Secretaries (CP No. 12901) as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31,2024.

The Secretarial Audit was carried out by M/s. Vivek Surana & Associates, Company Secretaries (CP No. 12901) for the financial year ended March 31,2024. The Report given by the Secretarial Auditor is annexed herewith as Annexure- 5 and forms integral part of this Report.

The observations in the Secretarial Audit Report are self-explanatory and do not require any comments thereon.

34. INTERNAL AUDITORS:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; during the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditor of the Company on quarterly basis by M/s. P Jitender Reddy & Co., Chartered Accountants, the Internal Auditors of the Company.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.

35. SECRETARIAL STANDARDS:

The Company is in compliance with the applicable secretarial standards.

36. DECLARATION BY THE COMPANY:

The Company has issued a certificate to its Directors, confirming that it has not made any default under Section 164(2) of the Companies Act, 2013, as on March 31,2024.

37. 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 uploaded on website of the Company www.telogica.com.

38. DISCLOSURE ABOUT COST AUDIT:

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 business activities carried out by the Company.

39. MANAGEMENT DISCUSSION 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 6 for information of the Members.

40. FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS:

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

41. INSURANCE:

The Company is not having any major fixed asset and therefore no insurance is taken.

42. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company has implemented all of its major stipulations as applicable to the Company. As stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate Governance duly audited is appended as Annexure 7 for information of the Members. A requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

43. NON-EXECUTIVE DIRECTORS’ 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.

44. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

The assessment and appointment of Members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential Board Member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015. In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management. The Policy is attached a part of Corporate Governance Report. We affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

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, 2015 and the applicable Securities laws. 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 (www.telogica.com).

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 Committee (IC) has not been constituted since there are less than 10 employees in the Company.

During the year 2023-24, there were no complaints received by the Company.

47. 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.

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. 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.

50. 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.

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 www.telogica.com.

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 employee''s 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. NAME CHANGE:

The Shareholders in the AGM held on 30.09.2023 has approved to change the name of the company from Aishwarya Technologies and Telecom Limited to Telogica Limited by passing special resolution. The company has received the fresh Certificate of Incorporation on 31.10.2023. The same was effective on BSE w.e.f. December 20, 2023.

54. 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.

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

There have been no companies which have become the subsidiaries, joint ventures and associates during the year under review.

56. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

The Company has not accepted any public deposits during the Financial Year ended March 31,2024 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

57. CREDIT & GUARANTEE FACILITIES:

The Company has not availed credit and guarantee facilities.

58. 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 quarterly basis. Risk Management Committee of the Board of Directors of your Company assists the Board in (a) overseeing and approving the Company''s enterprise wide risk management framework; and (b) overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational, other risks have been identified and assessed, and there is an adequate risk management infrastructure in place capable of addressing those risks. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this Report.

59. 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 utmost 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.

60. 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.

61. 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.

62. CHANGE IN REGISTERED OFFICE

Board of Directors at its Meeting held on 30th August, 2023 shifted Registered Office of the Company from “1-3-1026 & 1027, Kawadiguda, Behind Hotel Marriott courtyard, Hyderabad — 500080, Telangana, India” to “Empire Square, Plot No''s.234, 235 & 233-A, Road No. 36 Jubilee Hills, Hyderabad - 500033, Telangana” within the local limits of Hyderabad city w.e.f. 30.08.2023.

63. ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company, SEBI, BSE, NSDL, CDSL, Banks, RBI etc. for their continued support for the growth of the Company.

For and on behalf of the Board of Telogica Limited

(Formerly known as Aishwarya Technologies and Telecom Limited)

Sd/-

Hari Krishna Reddy Kallam

Pl_ace: Hyderabad Chairman & Whole-time Director

Date : 31.08.2024 DIN:01302713

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Mar 31, 2015

Dear Members,

We have pleasure in presenting the 20th Annual report together with Audited accounts for the year ended 31st March, 2015.

FINANCIAL SUMMARY /HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:

The performance during the period ended 31st March, 2015 has been as under:

(Rs. In Lakhs)

Particular 2014-2015 2013-2014

Total Income 3198.56 2694.95

Total Expenditure 3395.94 2656.78

Profit Before Tax (197.38) 38.17

Provision for Tax (4.20) 63.15

Profit/(Loss) after Tax (201.58) (24.98)

Transfer to General (6.74) 0 Reserves

Profit available for 1175.81 1384.13 appropriation

Provision for Proposed 0 0 Dividend

Provision for Corporate 0 0 Tax

Balance Carried to Balance 1175.81 1384.13 Sheet

PERFORMANCE REVIEW:

The Company has recorded a turnover of Rs. 3173.91 Lakhs and a Loss of Rs. 201.58 Lakhs in the current year against the turnover of Rs. 2676.04 Lakhs and a Loss of Rs. 24.98 Lakhs in the previous financial year ending 31.03.2014.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of the company between 31st March and the date of Board's Report.

CHANGE IN THE NATURE OF BUSINESS:

During the year the Company has not changed its business activities.

DIVIDEND:

Your Directors have decided not to recommend any dividend for the year as the Company do not have profit.

BOARD MEETINGS:

The Board of Directors met 5 times during the year on 30.05.2014, 14.08.2014, 27.08.2014, 14.11.2014 and 11.02.2015 and the maximum gap between any two meetings was less than four months, as stipulated under Clause 49.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Harish Kumar Jain has resigned from the office of Directorship citing personal reasons during the year. The Board placed on record its sincere appreciation for the valuable services rendered by him during his tenure as director of the Company.

In accordance with the Companies Act, 2013 read with Articles of Association of the company the Director namely Mr. Rama Manohar Reddy retires by rotation and being eligible, offers himself for re-appointment at this ensuing Annual General Meeting. Your Directors recommend his re-appointment.

During the year, Ms. G. Amulya Reddy was appointed as CFO of the Company

POLICY FOR SELECTION OF DIRECTOR AND DETERMINING DIRECTORS' 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 "Director" means a director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and clause 49 of the Equity Listing Agreement.

2.3 "Independent Director" means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of the Equity Listing Agreement.

3. Policy:

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 Company's operations.

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

* General understanding of the company's business dynamics, global business and social perspective;

* Educational and professional background

* Standing in the profession;

* 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 fulfill the following requirements:

* shall possess a Director Identification Number;

* shall not be disqualified under the companies Act, 2013;

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

* shall abide by the code of Conduct established by the company for Directors and senior Management personnel;

* 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;

* Such other requirements as any be prescribed, from time to time, under the companies Act, 2013, Equity listing Agreements 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 company's 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 Clause 49 of the Equity Listing Agreement.

3.2.3 The independent Director shall abide by the "code for independent Directors "as 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 Nomination and Remuneration 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 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 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder's 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 "Director" means a director appointed to the Board of the company.

2.2 "key managerial personnel" means

(i) The Chief Executive Officer or the managing director or the manager;

(ii) The company secretary;

(iii) The whole-time director;

(iv) The chief financial Officer; and

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

2.3 "Nomination and Remuneration committee" means the committee constituted by Board in accordance with the provisions of section 178 of the companies Act, 2013 and clause 49 of the Equity Listing Agreement.

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 Nomination and Remuneration 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) Stock Options

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

(v) Retrial benefits

(vi) 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 the provisions of Companies Act, 2013.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof.

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.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declaration from Mr. D. Venkata Subbiah, Mr. K. Rajender Reddy and Mr. M. Kesavaiah Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that they as Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).(Annexure II)

VIGIL MECHANISM:

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.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec. 134(5) of the Companies Act, 1956 the Board of Directors of your Company hereby certifies and confirms that:

a. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. 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 and loss of the Company for that period;

c. The Directors have taken proper and sufficient care 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;

d. The Directors have prepared the Annual accounts on a going concern basis.

e. The Directors of the Company had laid down internal financial controls and such internal financial controls are adequate and were operating effectively.

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

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.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARY:

Your Company has one subsidiary Company M/s. Bhashwanth Power Projects Private Limited

EXTRACT OF 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 extract of annual return in MGT 9 as a part of this Annual Report (FORMAT IN ANNEXURE I)

STATUTORY AUDITORS:

M/s. Ramana Reddy & Associates, Chartered Accountants, Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, have expressed their willingness for re-appointment. Your directors propose the appointment of M/s. Ramana Reddy & Associates, Chartered Accountants, as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

INTERNAL AUDITORS:

M/s. CSVR & Associates Chartered Accountants, Hyderabad are the internal Auditors of the Company.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by M/s. S. S. Reddy & Associates, Practicing Company Secretaries is annexed to this Report as annexure.

AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31, 2015 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in view of the robust capital market in the coming years.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013, and the same does not have any reservation, qualifications or adverse remarks.

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

The required information as per Sec.134 of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy

Adequate measures have been taken to reduce energy consumption, wherever possible. Total energy consumption and energy consumption per unit of production is not applicable as company is not included in the industries specified in the schedule.

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 : Rs. 87.40 Lakhs

Foreign Exchange Outgo : Rs. 4802.69 Lakhs

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.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the period under review there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company's operations in future.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

INSURANCE:

The company's properties have been adequately insured against major risks. All the insurable interests of your Company including inventories, buildings, plant and machinery, stock and liabilities under legislative enactments are adequately insured.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans, Guarantees or made any investments during the year under review.

RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process.

CORPORATE SOCIAL RESPONSIBILTY POLICY:

Since your Company does not has the 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, so section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable to the Company and hence the Company need not adopt any Corporate Social Responsibility Policy

RELATED PARTY TRANSACTIONS:

During the year, the Company had entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at www.aishwaryatechtele.com.

Your Directors draw attention of the members to Note 30 to the financial statement which sets out related party disclosures.

FORMAL ANNUAL EVALUATION:

As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule IV and rules made thereunder, the independent directors of the company had a meeting on 28.03.2015 without attendance of non-independent directors and members of management. In the meeting the following issues were taken up:

(a) Review of the performance of non-independent directors and the Board as a whole;

(b) Review of the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

(c) Assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The meeting also reviewed and evaluated the performance of non-independent directors. The company has 3 (three) non-independent directors namely:

i.) Mr. G. Rama Krishna Reddy

ii.) Mr. G. Rama Manohar Reddy

iii.) Ms. G. Amulya Reddy

The meeting recognized the significant contribution made by non-independent directors in the shaping up of the company and putting the company on accelerated growth path. They devoted more time and attention to bring up the company to the present level.

The meeting also reviewed and evaluated the performance of the Board as whole in terms of the following aspects:

* Preparedness for Board/Committee meetings

* Attendance at the Board/Committee meetings

* Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and disinvestments.

* Monitoring the effectiveness of the company's governance practices

* Ensuring a transparent board nomination process with the diversity of experience, knowledge, perspective in the Board.

* Ensuring the integrity of the company's accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for financial and operational control and compliance with the law and relevant standards.

It was noted that the Board Meetings have been conducted with the issuance of proper notice and circulation of the agenda of the meeting with the relevant notes thereon.

DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

RATIO OF REMUNERATION TO EACH DIRECTOR:

S. No Name of the Director Designation Remuneration of /KMP Director

1. G. Rama Manohar Reddy Managing Director 30,00,000

2. Ms. G. Amulya Reddy Whole Time Director 21,00,000

ANNEXURE TO THE DIRECTOR REPORT FOR THE YEAR ENDED 31st MARCH 2015

Information to be disclosed under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999:

S. No PARTICULARS DESCRIPTION

1. Grant date 26.09.2009

2. No. of grants made, even if the grant is made on the same day but with a different price or vesting period, it would be counted as a different grant

One (1)

3. No. of options exercised 2,40,000

4. No. of options pending for exercise 3,60,000

5. No. of options lapsed NIL

6. Exercise price of each grant Rs.5/-

7. No. of options of converted NIL

8. The pricing formula

The Exercise price of the option shall be face value of equity share i.e Rs. 5 /- per share

9. Vesting schedule for each Grant

a) At the end of the first year from the grant date, 40% of the total options granted shall vest and become vested options

b) At the end of the second year from the grant date, 30% of the total options granted shall vest and become vested options

c) At the end of the third year from the grant date, 20% of the total options granted shall vest and become vested options

d) At the end of the fourth year from the grant date, 10% of the total options granted shall vest and become vested options

10. Vesting period for each grant

Maximum period within which the options shall be vested is 4 years

11. Exercise period of each grant

Period of 3 years commencing from the date of vesting.

12. Details of corporate actions like stock Split, Bonus Issue taken place during the grants and in the past years

The Company in the EGM held on 21.01.2010 passed special resolution for sub division of share capital from Rs 10/- to Rs. 5/- each

13. The Stock Exchange where the Stock is listed and the date of listing of the shares in that Stock Exchange. If the stock is listed in more than one stock exchange,

BSE Ltd

14. Dividend declared by the company in last 3 years

2013-2014:NIL

2012-2013: NIL

2011-2012: NIL

15. Face value per share Rs.5/- each

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

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

SECRETARIAL STANDARDS

EVENT BASED DISCLOSURES

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's 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

EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs 5,00,000/- and above per month or Rs. 60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013.

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. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

* No. of complaints received: Nil

* No. of complaints disposed off: Nil

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance and co- 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.

For and on behalf of the Board For Aishwarya Technologies and Telecom Limited

Sd/- Place: Hyderabad G. Rama Manohar Reddy Date: 14.08.2015 Managing Director DIN: 00135900

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Mar 31, 2014

The Members of Aishwarya Technologies and Telecom Limited

We have pleasure in presenting the 19th Annual Report with Audited Statements of Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS:

On standalone Basis (Rupees in Lakhs)

Particulars 2013-14 2012-2013

Income 2676.04 2515.78

Expenditure 2520.56 2388.31

Profit for the year 38.17 13.81

Less: Tax 63.15 (108.63)

Profit / (Loss) carried to Balance Sheet (24.98) 122.44

On Consolidated Basis (Rupees in Lakhs)

Particulars 2013-14 2012-13

Income 2676.04 2515.78

Expenditure 2520.80 2388.51

Profit for the year 37.93 13.61

Less: Tax 63.15 (108.63)

Profit / (Loss) carried to Balance Sheet (25.22) 122.24

PERFORMANCE REVIEW:

A. ) STANDALONE BASIS:

The Company has recorded a turnover of Rs.2676.04 Lakhs and the loss of Rs. 24.98 Lakhs in the current year against the turnover of Rs. 2515.78 Lakhs and profit of Rs. 122.44 Lakhs in the previous financial year ending

31.03.2013.

B. ) CONSOLIDATED BASIS:

The Company has recorded a turnover of Rs. 2676.04 Lakhs and the loss of Rs. 25.22 Lakhs in the current year against the turnover of Rs. 2515.78 lakhs and profit of Rs. 122.24 Lakhs in the previous financial year ending 31.03.2013.

The Consolidated Financial Statements of your company for the financial year 2013-14 have been prepared in compliance with applicable Accounting Standards and where applicable Listing Agreement as prescribed by the Securities and Exchange Board of India.

DIVIDEND:

Keeping the Company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

TRANSFER TO RESERVES:

During the year, there is no transfer to Reserves & Surplus.

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 of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on the BSE Limited.

CAPITAL OF THE COMPANY:

The authorized capital of the company stands at Rs. 12,00,00,000/- divided in to 2,40,00,000 equity shares of Rs. 5/ - each. Issued, Subscribed & Paid up capital of the company stands at Rs. 10,78,19,710/- divided in to 2,15,63,942 equity shares of Rs. 5/- each.

SUBSIDIARY COMPANY:

The Company has a subsidiary, Bhashwanth Power Projects Private Limited where no operations were carried out during the year.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its business is given in the Management Discussion and Analysis, which forms part of this Report.

INSURANCE:

The company''s properties have been adequately insured against major risks. All the insurable interests of your Company including inventories, buildings, plant and machinery, stock and liabilities under legislative enactments are adequately insured.

DIRECTORS:

During the year, Mr. M. Madhusudhana Reddy, Mr. G. Venkatrami Reddy and Mr. Harish Kumar Jain, Directors of the company resigned from the Board with effect from 28.09.2013, 30.05.2014 and 14.08.2014 respectively. The Board placed on record its deep appreciation and gratitude for the valuable services rendered by him during his tenure.

During the year, Mr. K Rajender Reddy and Mr. Modipalli Kesavaiah were appointed as Additional Director w.e.f. 30.05.2014 and 14.08.2014 respectively. Now the Board proposes to appoint them as Independent Directors subject to necessary compliances.

In accordance with the Companies Act, 2013 Mrs. G. Amulya Reddy was appointed as Chief Financial Officer of the Company with effect from 14.08.2014.

Pursuant to the notification of Sec. 149 and other applicable provisions of Companies Act, 2013, your Directors are seeking appointment of Mr. D. Venkata Subbiah, Mr. K. Rajendra Reddy and Mr. Modipalli Kesavaiah as Independent Directors for five consecutive years for a term upto 31st March, 2019. Details of the proposal for appointment of Mr. D. Venkata Subbiah and Mr. Modipalli Kesavaiah are mentioned in the Explanatory Statement under Section 102 of Companies Act, 2013 of the Notice of 19th Annual General Meeting.

In accordance with the Companies Act, 2013, Mrs. G. Amulya Reddy retires by rotation and is eligible for reappointment and your Board recommends the re-appointment of the Director above.

Details of the Director appointed/reappointed

Name of the Director Mrs. G. Amulya Mr. D Venkata Mr. K. Rajender Reddy Subbiah Reddy

Date of Birth 13.04.1972 01.07.1942 07.05.1956

Date of Appointment 02.06.1995 15.09.2006 30.05.2014

Qualifications Graduate in B.Tech Graduate Commerce

No. of Shares held 75,608 -- -- in the Company

Directorships held in Nil 2 Nil other companies (excluding private limited and foreign companies)

Positions held in Nil Nil Nil mandatory committees of other companies

Name of the Director Mr. Modipalli Kesavaiah

Date of Birth 30.04.1952

Date of Appointment 14.08.2014

Qualifications Graduate

No. of Shares held in the NIL Company Directorships held in other companies (excluding private limited and foreign companies)

Positions held in mandatory NIL committees of other companies

DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000, your directors confirm:

i) that the directors in the preparation of the annual accounts have followed the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year.

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and defecting fraud and other irregularities.

iv) that the directors had prepared the annual accounts on the going concern basis.

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

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

A. Conservation of Energy:

Your Company''s 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. 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.72.38 Lakhs

Foreign Exchange Outgo : Rs. 671.88 Lakhs

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable. CODE OF CONDUCT:

The Code of conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signed by the Managing Director is given in Annexure. EMPLOYEES STOCK OPTION SCHEME:

Pursuant to ESOP-2008, the Company has granted 6,00,000 options of Rs. 5/- each to the eligible employees of the company, out of which, 2,40,000 were exercised during the financial year 2010-11 at a price of Rs. 5/- per option. Relevant disclosures are made in Annexure ''A''.

AUDITORS:

M/s. Ramana Reddy & Associates , Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint them as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the AGM to be held in the year 2017, subject to ratification of their appointment at the subsequent AGMs.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of BSE Limited. 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 co-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 DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders,

I, G. Rama Manohar Reddy, Managing Director of the Company do hereby 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 prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board of Aishwarya Technologies and Telecom Limited

Sd/- Sd/- Place: Hyderabad G.Rama Krishna Reddy G. Rama Manohar Reddy Date: 27.08.2014 Chairman Managing Director DIN:00136203 DIN:00135900

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Mar 31, 2013

To The Members of Aishwarya Telecom Limited

The have pleasure in presenting the 18th Annual Report with Audited Statements ofAccounts for the year ended 31st March 2013.

FINANCIAL RESULTS:

On standalone Basis

(Rupees in Lakhs) Particulars 2012-2013 2011-2012

Income 2529.32 3671.81

Expenditure 2515.51 3976.15

Profit for the year 13.81 (304.34)

Less: Tax 108.63 (17.82)

Add: Profit brought forward 1286.67 1608.83

Profit/(Loss) carriedtoBalance Sheet 1409.11 1286.67

On Consolidated Basis (Rupees in Lakhs)

Particulars 2012-13 2011-12

Income 2529.32 3671.81

Expenditure 2515.71 3976.59

Profit for the year 13.61 (304.78)

Less: Tax 108.63 (17.82)

Add: Profit brought forward 1287.72 1610.32

Profit/(Loss) carried to Balance Sheet 1409.96 1287.72

PERFORMANCE REVIEW :

A.) STANDALONE BASIS :

The Company has recorded a turnover of Rs.2529.32 Lakhs and the profit of Rs. 122.44 Lakhs in the current year against the turnover of Rs. 3671.81 Lakhs and loss of Rs. 322.16 Lakhs in the previous financial year ending 31.03.2012.

The Company has been continuously working on quality up gradation and austerity measures for achieving efficient running of the organization.

B.) CONSOLIDATED BASIS:

The Company has recorded a turnover of Rs. 2529.32 Lakhs and the profit of Rs. 122.24 Lakhs in the current year against the turnover of Rs. 3671.81 lakhs and loss of Rs. 322.60 Lakhs in the previous financial year ending 31.03.2012.

The Consolidated Financial Statements of your company for the financial year 2012-2013 have been prepared in compliance with applicable Accounting Standards and where applicable Listing Agreement as prescribed by the Securities and Exchange Board of India.

DIVIDEND:

Your Directors have decided not to recommend dividend for the 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 of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on the BSE Limited.

CAPITAL OF THE COMPANY:

The authorized capital of the company stands at Rs. 1,20,00,000/- divided in to 2,40,00,000 equity shares of Rs.5/- each. Issued, Subscribed & Paid up capital of the company stands at Rs. 10,78,19,710/- divided in to 2,15,63,942 equity shares of Rs.5/- each.

SUBSIDIARYCOMPANY:

The Company has a subsidiary, Bhashwanth Power Projects Private Limited where no operations are carried out.

CHANGE OF NAME & OBJECTS:

The Company in order to diversify its business into Software Solutions, Information technology and e-commerce amended its main objects. Similarly, it also changed the name from M/s. Aishwarya Telecom Limited to M/s. Aishwarya Technologies and Telecom Limited to reflect the new business activities. The same was approved by the members by way of Postal Ballot for which results were declared on 26.12.2012.

MANAGEMENT DISCUSSIONANDANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

INSURANCE:

The company''s properties have been adequately insured against major risks. All the insurable interests of your Company including inventories, buildings, plant and machinery, stock and liabilities under legislative enactments are adequately insured.

DIRECTORS:

In accordance with the Companies Act, 1956 read with Articles of Association of the company the Directors namely Mr. G. Rama Krishna Reddy, Mrs. G. Amulya Reddy and Mr. M. Madhusudhana Reddy retire by rotation and are eligible for re-appointment. However, the Board has received notice from Mr. M. Madhusudhana Reddy expressing his unwillingness to be re-appointed as Director on the Board of the Company. Hence, Your Board recommends the re-appointment of Mr. G. Rama Krishna Reddy and Mrs. G. Amulya Reddy in the best interests of the company.

DIRECTORS''RESPONSIBILITY STATEMENT:

In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000, your directors confirm:

i) that the directors in the preparation of the annual accounts have followed the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year.

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and defecting fraud and other irregularities.

iv) that the directors had prepared the annual accounts on the going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO: The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy:

Your Company''s 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. 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 : Rs. 1560.88 Lakhs

PARTICULARS OFEMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code of conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signed by the Managing Director is given in Annexure.

EMPLOYEES STOCK OPTION SCHEME:

Pursuant to ESOP-2008, the Company has granted 6,00,000 options of Rs. 5/- each to the eligible employees of the company, out of which, 2,40,000 were exercised during the financial year 2010-11 at a price of Rs. 5/- per option. Relevant disclosures were made in Annexure ‘A''.

AUDITORS:

Your directors propose the appointment of M/s. Ramana Reddy & Associates, as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. Areport 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 co-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 DIRECTORS AND SENIOR

MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders

I, G. Rama Manohar Reddy, Managing Director of the Company do hereby 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 prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board of Aishwarya

Technologies and Telecom Limited

Place: Hyderabad G.Rama Krishna Reddy G.Rama Manohar Reddy

Date: 14.08.2013 Chairman Managing Director

---

Mar 31, 2012

To The Members of Aishwarya Telecom Limited

The have pleasure in presenting the 17th Annual Report with Audited Statements of Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS:

On standalone Basis;

(Rupees in Lakhs)

Particulars 2011-12 2010-11

Income 3671.81 3698.86

Expenditure 3976.15 3456.45

Profit/(Loss) for the year (304.34) 242.41

Less: Tax (17.82) (27.04)

Add: Profit brought forward 1608.83 1423.99

Profit / (Loss) carried to Balance Sheet 1286.67 1639.36

On Consolidated Basis:

(Rupees in Lakhs)

Particulars 2011-12 2010-11

Income 3671.81 3698.86

Expenditure 3976.59 3456.62

Profit for the year (304.78) 242.24

Less: Tax (17.82) (27.78)

Add: Loss brought forward 1610.32 1426.38

Profit / (Loss) carried to Balance Sheet 1287.72 1640.84 PERFORMANCE REVIEW: A.) STANDALONE:

The Ministry of Corporate Affairs (MCA) vide notification no. S.O. 447 (E) dated 28th February, 2011 amended the existing Schedule VI to the Companies Act, 1956. The Revised Schedule VI is applicable from financial year commencing from 1st April, 2011. The financial statements of your Company for the year ended 31st March, 2012 have been prepared in accordance with the Revised Schedule VI and accordingly, the previous year's figures have been reclassified/ regrouped to conform to this year's classification.

The Company has recorded a turnover of Rs.3671.81 Lakhs and the loss of Rs. 322.16 Lakhs in the current year against the turnover of Rs. 3698.86 lakhs and profit of Rs. 215.37 Lakhs in the previous financial year ending 31.03.2011.

The Company has been continuously working on quality upgradation and austerity measures for achieving efficient running of the organization.

B.) CONSOLIDATION:

The Company has recorded a turnover of Rs.3671.81 Lakhs and the loss of Rs. 322.60 Lakhs in the current year against the turnover of Rs. 3698.86 Lakhs and profit of Rs. 214.46 Lakhs in the previous financial year ending 31.03.2011.

The Consolidated Financial Statements of your company for the financial year 2011-2012, have been prepared in compliance with applicable Accounting Standards and where applicable Listing Agreement as prescribed by the Securities and Exchange Board of India.

DIVIDEND:

Your Directors have decided not to recommend dividend for the year keeping the poor business market conditions.

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 of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on the Bombay Stock Exchange.

CAPITAL OF THE COMPANY:

The authorized capital of the company stands at Rs. 12,00,00,000/-divided into 2,40,00,000 equity shares of Rs.5/- each, Issued, Subscribed & Paid up capital of the company stands at Rs. 10,78,19,710/- divided into 2,15,63,942 equity shares of Rs.5/- each.

SUBSIDIARY COMPANY:

The Company has a subsidiary company in the name of Bhashwanth Power Projects Private Limited. MANAGEMENT DISCUSSION AND ANALYSTS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

INSURANCE:

The company's properties have been adequately insured against major risks. All the insurable interests of your Company including inventories, buildings, plant and machinery, stock and liabilities under legislative enactments are adequately insured.

DIRECTORS:

In accordance with the Companies Act, 1956 read with Articles of Association of the company the Directors namely Mr. Harish K Jain and Mr. M. Madhusudhana Reddy retires by rotation and are eligible for re-appointment. Your Board recommends the re appointment of the Directors above in the best interests of the company.

DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000 your directors confirm

i) That the directors in the preparation of the annual accounts have followed the applicable accounting standards along with proper explanations relating to material departures.

ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on the 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:

Your Company's 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. 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 : Rs. 1198.53 Lakhs

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code of conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signed by the Managing Director is given in Annexure.

EMPLOYEES STOCK OPTION SCHEME:

Pursuant to ESOP-2008, the Company has granted 2,40,000 options on 26.09.2009 to the eligible employees of the company and the same were exercised during the financial year at a price of Rs. 5/- per option, relevant disclosures were made in Annexure 'A'.

AUDITORS:

Your directors propose the appointment of M/s. Ramana Reddy & Associates, as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

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 co-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 DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders

LG Rama Manohar Reddy, Managing Director of the Company do hereby 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 prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board of Aishwarya Telecom Limited

Sd/- Sd/-

G. Rama Krishna Reddy G. Rama Manohar Reddy

Date: 31.08.2012

Chairman Managing Director

---

Mar 31, 2011

The Members of AISHWARYA TELECOM LIMITED,

The Directors have pleasure in presenting their Sixteenth Annual Report together with the Audited Accounts for the year ended 31st March 2011.

REVIEW OF OPERATIONS:

During the year under review, your company has recorded a Profit after Tax (PAT) of Rs. 2.15 Crores (previous year Rs. 6.21 Crores).

During the year under review, your company has achieved an increased Turnover of Rs. 36.02 Crores inspite of economy slowdown when compared to the previous year turnover of Rs. 42.98 Crores.

FINANCIAL RESULTS :

(Rupees in Thousands)

Particulars Current Year Previous Year

Income from operations

Sales 360223 - 429775 -

Increase in stocks 8041 - 29755 -

Other Income 9663 377928 16599 476129

Expenditure

a) Trade Purchases 256904 - 274852 -

b) Manufacturing Expenses 30380 - 64829 -

c) Payment & Benefits to Employees 15606 - 14049 -

d) Administrative Expenses 32203 335093 37080 390810

Profit before Depreciation and Interest - 42835 - 85319

Financial Charges - 10411 - 8513

Depreciation - 8183 - 7852

Net profit for the year - 24241 - 68954

Add: prior period adjustment - 0 - 1308

Net Profit for the year before tax - 24241 - 70262

Provision for Taxation - 2704 - 8152

Profit After Tax - 21537 - 62110

Add: Balance brought from previous year - 142399 - 88058

Balance available for appropriation - 163936 - 150168

Appropriations:

Transfer to General Reserve - 538 - 1553

Proposed Dividend - 2156 - 5331

Income Tax on Dividend - 358 - 885

Balance Carried to Balance Sheet - 160883 - 142399

Earnings per share - 1.00 - 2.91

No.of Equity Shares (weighted Avg.) - 21563942 - 21323942

DIVIDEND :

Your directors recommend a dividend of Rs. 0.10 ps per equity share for your approval.

Information in respect of such unclaimed dividends due for transfer to the Investor Education and Protection Fund (IEPF) is as follows :

Financial Type of Dividend Date of Declaratin Due Date for Year Dividend rate % transfer to IEPF

2009-10 Final 5% 22nd Sept,2010 Nil

2008-09 Final 5% 29th Sept,2009 Nil

2007-08 Final 5% 29th Sept,2008 Nil

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 of Deposits) Rules, during the financial year under review.

TRANSFER TO RESERVES:

The company transfers Rs. 5,38,000/- to the general reserve.

DIRECTORS :

In accordance with the Companies Act, 1956 read with Articles of Association of the company

The director Mr. G. Rama Krishna Reddy retires by rotation and is eligible for re-appointment.

The director Mr. D. Venkata Subbiah retires by rotation and is eligible for re-appointment.

Brief Profile:

Mr. G. Rama Krishna Reddy, Chairman :

Mr. G. Rama Krishna Reddy, aged 70 years is a graduate and a retired Deputy Zonal Manager of LIC Mutual Fund. After his graduation in economics and politics from Sri Venkateswara University, he joined as a Development Officer in the Life Insurance Corporation of India ("LIC). After completion of five years of his service, he was promoted to the post of Assistant Branch Manager. In 1993, he was promoted to the cadre of Deputy Zonal Manager and posted at Zonal Office at Hyderabad and was in-charge of Mutual Funds. He retired as a Deputy Zonal Manager in the year 1995. Later, he rendered his services as Marketing Consultant for AMP SANMAR Life Insurance Company; an Australia based insurance company and was In-Charge for its South India Marketing Division. Sri G. Rama Krishna Reddy was appointed as a Whole-Time Director with effect from June 1, 2005. He resigned from the post of Whole-Time Director w.e.f August 31, 2006 and became a Non-Executive Director & Chairman. He is a member of the Audit Committee, Remuneration Committee, Share Transfer Committee, Management Committee and Chairman of the Shareholders' Grievance Committee of the Company.

Mr. D. Venkata Subbaiah, Non-Executive Director :

Sri D. Venkata Subbaiah aged 65; graduated in 1966 in Electronics and Communications and is a gold medalist from Andhra University. He started his career in Radar Division of Bharat Electronics at Bangalore for about a year before joining the Telecom Research Centre (TRC), which is the sole and prime R&D organization of Department of Telecommunications (DoT). He has wide experience in R&D work and engineering of Radio Relay Systems covering VHF, UHF and Microwave Bands. His design ideas have been published in several foreign technical journals. He has won design award from EDN Magazine, USA. He is a Fellow of Institution of Electronics and Telecommunications Engineers (IETE). After formation of Telecom Engineering Centre (TEC) in 1991, he was appointed the founder Director of TEC Central Region, which looks after standardization and type approval of telecom prodticts and telecom services for manufacturers, traders and service providers, both national and international. In 1993, he was elevated to the post of Deputy Director General of TEC. After serving for 35 years in the Government at various positions, he retired in July 2002. At present, he is also a Director of Bhagyanagar India Limited, Hyderabad and is also in the panel of telecom experts to advise the Department of Science & Technology. He has been appointed as an additional Director of the Company, w.e.f 15.09.2006. He is a member of the Audit Committee, Remuneration Committee, Shareholders' Grievance Committee of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and defecting fraud and other irregularities;

(iv) that the Directors have prepared the accounts for the financial year ended 31ht March 2011 on a 'Going Concern' basis.

SUBSIDIARY :

M/s. Bhashwanth Power Projects Private Limited is the subsidiary of our Company.

PAID UP CAPITAL OF THE COMPANY :

During the period, the Company has allotted 2,40,000 equity shares of Rs. 5/- each upon exercise of stock options under ESOP scheme 2008 .As a result the paid up capital of the Company stands at 2,15,63,942 equity shares at Rs.5/- each.

AUDITORS :

M/s. Ramana Reddy & Associates, Chartered Accountants, Hyderabad, will hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letters from them to the effect that their reappointment, if made, would be within the prescribed limits under l Section 224 (IB) of the Companies Act, 1956.

AUDIT REPORT:

Audit Report for the year 2010-11 is annexed along with the Balance Sheet is self explanatory and has no adverse comments or reservations in the financial statements presented to the Shareholders.

PARTICULARS OF EMPLOYEES :

There are no employees who come under the purview of the particulars required to be furnished pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Amendment) Act, 1988 and their salary does not exceed the prescribed limits.

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. A declaration signed by the Managing Director is attached.

MANAGERIAL REMUNERATION:

2010-11 2009-10 Rs. Rs.

Mr. G. Rama Manohar Reddy, Managing 22,00,000 18,00,000 Director

Mrs. G Amulya Reddy, Whole time 15,00,000 12,00,000 Director

Total 37,00,000 30,00,000

EMPLOYEES STOCK OPTION SCHEME :

Pursuant to ESOP-2008, the Company has granted 2,40,000 options on 26.09.2009 to the eligible employees of the Company and the same were exercised during the financial year at a price of Rs.5/- per option. Relevant disclosures were made in Annexure 'A'. A certificate has been obtained from statutory auditors regarding compliance with the ESOP guidelines.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS :

Your company continued its commitment to develop and enhance its human resource potential. Your company's constant endeavour to implement best HR practices has resulted in uninterrupted harmonious industrial relations.

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

Additional information on Conservation of Energy, Technology absorption, Foreign Exchange Earnings and Outgo as required to be disclosed under Section 217 (l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished below:

(a) Conservation of Energy

Conservation of energy is a continual process for the Company and all efforts are made to identify the areas where improvements can be effected.

(b) Technology Absorption Research & Development (R&D)

1. Specific Areas in which R&D carried out by the company :

During the year under review, Research and Development efforts in the following areas strengthened by the company's operations through technology absorption, adaptation and innovation.

(i) Mobile Testers

(ii) Data Testers

(iii) Fibre Optic Testers

(iv) Copper Telephone Cable Testers

2. Benefits derived as a result of the above R&D efforts :

(i) Improved Technology

(ii) Hand held products for Private telephone service providers

(iii) Low priced products & Less raw material

3. Future Plan of Action :

(i) High end Network testers for Mobile operators

(ii) Turnkey solutions for Defence & Telecom areas

(iii) Defence related testers

(iv) Bridge Monitoring Systems for Infrastructure sectors like Railway bridges & Road bridges

(v) Exports and education segment

(c) Foreign Exchange Earnings and Outgo

(Rupees in lakhs)

Particulars Current Year Previous Year 2010-11 2009-10

Total Foreign Exchange Outgo 699.73 2225.50

Total Foreign Exchange earned NIL 47.57

ACKNOWLEDGEMENTS :

Your Directors wish to express their gratitude and sincere thanks for the continuous support and encouragement extended to your Company by the Ministry of Telecom, State Bank of Hyderabad, State Bank of India and other Banks and various States and Central Governments Agencies, other statutory authorities like SEBI/ Stock Exchanges / NSDL and CDSL and all other Clients of the terminal.

Your Directors wish to express their sincere thanks to the shareholders for having reposed confidence in the company and its management.

Your Directors place on record their appreciation of the contribution made by the employees at all levels, who through their competence, hard work, solidarity, co-operation and support, have enabled the company to continue its operation to the best satisfaction of all our customers.

DECLARATION BY MANAGING DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The Shareholders,

I, G, Rama Manohar Reddy, Managing Director of the company do hereby declare that the directors and the senior management of the company have exercised their authority and powers and have discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board of M/s. Aishwarya Telecom Limited

(G.Rama Krishna Reddy) (G.Rama Manohar Reddy) Chairman Managing Director

Place: Hyderabad Date: 22.08.2011

---

Mar 31, 2010

The Directors have pleasure in presenting their Fifteenth Annual Report together with the Audited Accounts for the year ended 31st March 2010

REVIEW OF OPERATIONS

During the year under review, your company has recorded a Profit after Tax (PAT) of Rs.6.21Crores

(previous year Rs. 1.65 Crores).

During the year under review, your company has achieved an increased Turnover of Rs. 42.98 Crores inspite of global economic slowdown when compared to the previous year turnover of Rs. 42.01Crores.

FINANCIAL RESULTS

(Rupees in Thousands)

Particulars 2010 2010 2009 2009

Income from operations

Sales 429775 420097

Increase in stocks 29755 21414

Other Income 16599 476129 6845 448356

Expenditure

a) Trade Purchases 274852 289784

b) Manufacturing Expenses 64829 34295

c) Payment & Benefits to Employees 14049 15563

d) Administrative Expenses 37080 390810 74691 414333

Profit before Depreciation and Interest 85319 34023

Financial Charges 8513 10396

Depreciation 7852 6685

Net Profit for the year 68954 16942

Add: Prior Period Adjustment 1308 0

Net Profit for the year before tax 70262 16942

Provision for Taxation 8152 419

Profit After Tax 62110 16523

Add: Balance brought from previous year 88058 78186

Balance available for appropriation 150168 94709

Appropriations:

Transfer to General Reserve 1553 413

Proposed Dividend 5331 5331

Income Tax on Dividend 885 906

Balance Carried to Balance Sheet 142399 88059

Earnings per share 2.91 1.61

No. of Equity Shares (weighted Avg.) 21323942 10661971

DIVIDEND

Your directors recommend a final dividend of Rs. 0.25 ps per equity share for your approval. Information in respect of such unclaimed dividends due for transfer to the Investor Education and Protection Fund (IEPF) is as follows:

Financial year ended Date of dec laration of Due for transfer to

Unclaimed Dividend dividend IEPF on

2008-09 19-09-2009 Rs.2,18,890.50 19-09-2016

2007-08 22-09-2008 Rs.1,34,498.00 22-09-2015

2006-07 25-06-2007 Rs. 12,320.00 25-06-2014

2005-06 25-08-2006 Rs. 1,472.00 25-08-2013

TRANSFER TO RESERVES:

The company transfers Rs.15,53,000/- to the general reserve.

PAID UP CAPITAL OF THE COMPANY:

The paid up capital of the Company stands at Rs.10,66,19,710, consisted of 2,13,23,942 fully paid up Equity shares of Rs.5/- each

SUBSIDIARY

During the year 2009-10 M/s. Bhashwanth Power Projects Private Limited was acquired by the company. The company holds 75% of shares in the subsidiary company.

DIRECTORS

In accordance with the Companies Act, 1956 read with Articles of Association of the company the directors namely Mr. Harish K Jain retires by rotation and Mr. K. Hari Krishna Reddy and Mr. Srinivas Rao Pabbati have submitted their resignations due to their pre-occupation and the same were accepted by the Board and relieved them from the office of directorship.

The Board placed on records its sincere appreciation for the valuable services rendered by Mr. K. Hari Krishna Reddy and Mr. Srinivas Rao Pabbati during their tenure as directors of the company.

Mr. M. Madhusudhana Reddy was appointed as Independent & Non-Executive Director of the Company w.e.f. 12.01.2010.

Mr. M. Madhusudhana Reddy aged 35 years, is a Fellow Member of The Institute of Chartered Accountants of India (F.C.A) and a practicing Chartered Accountant having over 12 years experience in the areas of audit of Corporate Organizations and Non-corporate Organizations, Tax Planning for Corporate and non-corporate clients, Project Financing and Analysis of Financial Statements

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the accounts for the financial year ended 31st March 2010 on a ‘Going Concern basis.

AUDITORS:

M/s. Ramana Reddy & Associates, Chartered Accountants, Hyderabad, formerly known as M/s. A.M. Reddy & Co., will hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letters from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956.

AUDIT REPORT:

Audit Report for the year 2009-10 is annexed to the Balance Sheet, is self explanatory and has no adverse comments or reservations in the financial statements presented to the Shareholders.

PARTICULARS OF EMPLOYEES:

There are no employees who come under the purview of the particulars required to be furnished pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Amendment) Act, 1988 and their salary does not exceed the prescribed limits.

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. A declaration signed by the Managing Director is attached.

MANAGERIAL REMUNERATION

2009-10 2008-09 Rs. Rs.

Mr. G. Rama Manohar Reddy, Managing Director 18,00,000 16,00,000

Ms. G. Amulya Reddy, Whole time Director 12,00,000 10,80,000

Total 30,00,000 20,40,000



EMPLOYEE STOCK OPTION SCHEME:

The Members of the company in the AGM held on 22.09.2008 approved formulation of “Employees Stock Option Plan for all eligible employees.

Pursuant to the above said Scheme, the company has granted 3,00,000 options during the financial year to the eligible employees of the company, at a price of Rs.10/- per option.

Each option entitles the holder thereof to apply for and be allotted an ordinary share of the company of the nominal value of Rs.10/- each, upon payment of the exercise price of Rs.10/- per share during the exercise period. Relevant disclosures were made in Annexure-A. A certificate has been obtained from the statutory auditors regarding compliance with the ESOP Guidelines. However the number of shares in the scheme will increase as the face value of each share is subdivided into Rs. 5/- each from Rs.10/- per share w.e.f 25th Feb., 2010 .

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your company continued its commitment to develop and enhance its human resource potential. Your companys constant endeavour to implement best HR practices has resulted in uninterrupted harmonious industrial relations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Additional information on Conservation of Energy, Technology absorption, Foreign Exchange Earnings and Outgo as required to be disclosed under Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished below:

(a) Conservation of Energy

Conservation of energy is a continual process for the Company and all efforts are made to identify the areas where improvements can be effected.

(b) Technology Absorption Research & Development (R&D)

1. Specific Areas in which R&D carried out by the company:

During theYear under review, Research and Development efforts in the following areas strengthened by the companys operations through technology absorption, adaptation and innovation.

(i) Mobile Testers

(ii) Data Testers

(iii) Fibre optic Testers

(iv) Copper Telephone cable Testers

2. Benefits derived as a result of the above R&D efforts:

(i) Improved Technology

(ii) Hand held products for Private telephone service providers

(iii) Low priced products & Less raw material

3. Future Plan of Action

(i) High end Network testers for Mobile operators

(ii) Turnkey solutions for Defence & Telecom areas

(iii) Defence related testers

(iv) Bridge Monitoring Systems for Infrastructure sectors like Railway bridges & Road bridges

(v) Exports and education segment

Foreign Exchange Earnings and Outgo

(Rupees in lakhs)

Particulars Current Year Previous Year

2009-10 2008-09

Total Foreign Exchange Outgo 2225.50 2395.61

Total Foreign Exchange earned 47.57 98.87

ACKNOWLEDGEMENTS

Your Directors wish to express their gratitude and sincere thanks for the continuous support and encouragement extended to your Company by the Ministry of Telecom, State Bank of Hyderabad, State Bank of India and other Banks and various States and Central Government Agencies, other statutory authorities like SEBI/ Stock Exchanges / NSDL and CDSL and all other Clients of the terminal.

Your Directors wish to express their sincere thanks to the shareholders for having reposed confidence in the company and its management.

Your Directors place on record their appreciation of the contribution made by the employees at all levels, who through their competence, hard work, solidarity, co-operation and support, have enabled the company to continue its operation to the best satisfaction of all our customers.

DECLARATION BY MANAGING DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders,

I, G, Rama Manohar Reddy, Managing Director of the company do hereby declare that the directors and the senior management of the company have exercised their authority and powers and have discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board of Directors

Place: Hyderabad (G. Rama Krishna Reddy)

(G. Rama Manohar Reddy)

Date: 18th August, 2010 Chairman Managing Director

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Mar 31, 2003

The Directors have pleasure in presenting the Eighth Annual Report along with the audited statement of accounts for the year ended 31st March1 2003

FINANCIAL RESULTS:

During the year under review your company achieved a turnover of Rs. 412.98 lakhs against, Rs. 250.49 lakhs in the previous year and earned a net profit of Rs. 30.02 lakhs against Rs. 4.52 lakhs in the previous year. Your Directors are taking active steps to project better financial results in the coming year.

DEPOSITS

The Company has not accepted any deposits from the public.

DIVIDEND

Your directors recommend a dividend of 10% on Equity Shares of the company for the year ended 31st March, 2003. The dividend, if approved at the forthcomming annual general meeting, will be paid to those members whose names appear on the register of members.

PARTICULARS REGARDING ENERGY CONSERVATION ETC.,

The information regarding energy conservation and technology absorption required to be disclosed under section 217 (1) (e) of the Companies Act, 1956 read with companies (Disclosure of particulars in the report of the Director(s) rules 1988 are as under.

A. Conservation of Energy

The company is taking all measures to reduce the energy consumption by adopting energy conservation measures.

B. Particulars with respect to Technology Absorption

Technology Absorption - Nil

Research & Development

The company was given status of R&D Unit by the Department of Scientific and Industrial Research Government of India, New Delhi for the R & D work done for producing of test and measuring equipment for optical fiber and copper cable for telecom industry such as Optical Power Meter, Optical light source 1310nm and 1550 nm. Fiber identifier etc..

C Foreign Exchange Earnings & Out go :

Foreign Exchange Earnings - Rs. Nil Foreign Exchange Outgo - Rs. 139.24 lakhs (Previous year - Rs.92.19 lakhs)

PARTICULARS OF EMPLOYEES

Particulars of employees required in pursuant of Sec 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of employees) Rules, 1975 - Nil

DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed.

(I) That in the preparation of the accounts for the financial year ended 31st March 2003, the applicable accounting standards have been followed along with proper explanation relating to material departures..

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review.

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregulations;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2003 on a going concern basis.

AUDITORS

M/s. A.M. Reddy & Co., Chartered Accountants retire at the conclusion of this annual General Meeting and they are eligible for re-appointment.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their grateful thanks to the concerned banks for their valuable assistance. We would also like to record our appreciation to the sincere and dedicated services rendered by the employees of the company.

FOR AND BEHALF OF THE BOARD

Sd/-

(GAMULYA REDDY) DIRECTOR

Place : Hyderabad Date : 01-09-2003