Your Directors have pleasure in submitting Company's Thirty -Third (33^rd) Annual Report
of the Company together with the Audited Statements of Accounts for the financial year
ended March 31, 2025.

1. FINANCIAL RESULTS:

The Summarized standalone results of your Company are given in the table below:

(Rs. in Hundreds except EPS)

2. REVIEW OF OPERATIONS AND THE COMPANY'S AFFAIRS:

During the financial year under review,

(a) The turnover of the Company in the financial year ended as on March 31, 2025, is INR
13027.44 (in Hundreds) as against INR 23670.27 (in Hundreds) in the previous year
ended as on March 31, 2024.

(b) The Loss of the Company in the financial year ended as on March 31, 2025, is INR
16463.17 (in Hundreds) as against profit of INR 142837.71 (in Hundreds) in the previous
year ended as on March 31, 2024.

3. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is a
Part of Annual Report. Consolidated Financial Statement is not applicable to the Company.

4. APPLICABILITY OF CORPORATE GOVERNANCE AND RELATED PROVISIONS:

As on March 31, 2025 the Company being an listed entity, having paid up equity share
capital not exceeding rupees ten crore and net worth not exceeding rupees twenty-five
crore, hence pursuant to Regulation 15(2) of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) the compliance with the corporate governance
provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27
and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of
Schedule V was not applicable to the Company.

Accordingly, the Company was exempted from the requirement to provide disclosures
under the relevant sections of the Annual Report.

5. CHANGE IN NATURE OF THE COMPANY'S BUSINESS, IF ANY:

The Company is planning to focus on its existing business activities. During the financial
year under review, the Company did not change the nature of its business.

6. DIVIDEND:

The board of directors of your company has decided not to recommend any dividend for
the financial year under review.

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

The Company does not have any funds as contemplated under Section 125 of the Act lying
unpaid or unclaimed for a period of seven years. Therefore, there were no funds which
were required to be transferred to Investor Education and Protection Fund (IEPF).

Further, the Company does not have unclaimed dividend pertaining to previous or current
financial years.

8. AMOUNTS TRANSFERRED TO RESERVES:

The Board of Directors of the company has decided to retain the entire amount of loss i.e.
INR 16463.17 (in Hundreds) for the FY 2024 -25 in the Profit and Loss Surplus account.

9. CHANGES IN SHARE CAPITAL, IF ANY:

Authorised Capital:

During the year under review, the Authorised Capital remains unchanged and stood at Rs.
5,13,43,000/-(Rupees Five Crore Thirteen Lakh Forty-Three Thousand) which is divided

into 5,13,43,000 (Five Crore Thirteen Lakh Forty-Three Thousand) Equity Shares of Rs. 1/-
(One each), as on March 31, 2025.

Paid up Capital:

As on March 31, 2025 the paid-up equity share capital of the Company stood at Rs.
5,13,43,000/-(Rupees Five Crore Thirteen Lakh Forty-Three Thousand) which is divided
into 5,13,43,000 (Five Crore Thirteen Lakh Forty-Three Thousand) Equity Shares of Rs. 1/-
(One each), as on March 31, 2025.

The Company has not issued any shares, securities / instruments convertible into equity
shares, sweat equity shares or shares with differential voting rights.

However, during the year under review;

During the year under review, the Board of Directors, at its meeting held on 19th June 2024,
considered and approved a proposal for Reduction of Share Capital under Section 66 of
the Companies Act, 2013. The reduction is proposed with a view to clean up the Company's
balance sheet by adjusting the accumulated losses and to present a more accurate financial
position to support the Company's future business plans and fundraising requirements.
The details of the application and its status till the date of this report have been mentioned
at the point under heading: MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE
OCCURRED DURING THE FINANCIAL YEAR AND THE PERIOD BETWEEN THE END
OF THE FINANCIAL YEAR OF THE COMPANY AND THE DATE OF THIS REPORT.

10. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL
RIGHTS:

All the equity shares issued by the Company carry similar voting rights and the Company
has not issued any equity shares with differential voting rights during the financial year
under review.

11. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not granted any employee stock options (ESOPs) during the financial
year under review. Hence, disclosure of ESOPs under Rule 12 of the Companies (Share
Capital and Debentures) Rules, 2014 is not required.

12. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company, under the provisions of Section 54 read with Rule 8(13) of the Companies
(Share Capital and Debentures) Rules, 2014, has not issued any sweat equity shares during
the financial year under review and hence the disclosure requirements in this connection
will not apply to the Company.

13. DISCLOSURE REGARDING BUYBACK OF SHARES:

During the year under review no securities were bought back under the provisions of the
Companies Act, 2013 or under any other applicable law for the time being in force.

14. WEBLINK OF THE ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act,
2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the Annual return for the Financial Year 2024 -25 in WEB Form MGT 7 is furnished on the
website of the Company at https://www.cistrotelelink.com

15. NUMBER OF MEETINGS OF BOARD:

During the year under review Board of Directors of the Company have met Nine (9) times,
accordingly Nine (9) Board Meetings of Board of Directors have been held.

The details of Board Meetings and Committees, attendance of each Directors, were as
follows:

The meetings of the Board have been duly convened in the manner as prescribed under the
Companies Act, 2013.

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION
186 OF THE COMPANIES ACT, 2013:

During the year under review, the Company has not advanced any loans / given
guarantees / made investments pursuant to the provisions of Section 186 of the Companies
Act, 2013.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013:

During the year under review the Company have not entered into any related party
transactions as prescribed under section 188 of the Companies Act, 2013. Therefore, there
is no requirement of reporting in AOC-2 in terms of Section 134 of the Act read with Rule
8 of the Companies (Accounts) Rules, 2014.

18. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED DURING
THE FINANCIAL YEAR AND THE PERIOD BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY AND THE DATE OF THIS REPORT:

During the year, the Board at its meeting held on 19 June 2024 approved a Scheme of
Reduction of Share Capital under Section 66 of the Companies Act, 2013, to clean up
accumulated losses and present a strengthened financial position. The proposal provides
for reducing the paid-up capital from ^5,13,43,000 to ^3,08,05,800 by writing off ^2,05,37,200
of accumulated losses, without any payout to shareholders and without altering the
shareholding pattern. The shareholders approved the Scheme at the 32nd AGM held on 25
July 2024. The Company obtained in-principle approval from BSE Limited on 09 December
2024 after submitting the required clarifications. A petition in Form RSC-1 was filed with
the Hon'ble NCLT, Indore Bench, on 13 January 2025, which has since been admitted, and
all directions of the Tribunal have been complied with. The matter is currently pending for
final hearing and approval.

There have been no other material changes or commitments, except as mentioned above
affecting the financial position of the Company occurred during the financial year as well
as between the period starting from April 1, 2025 and the date of the report.

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

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

A. CONSERVATION OF ENERGY;

(i) Steps taken or impact on conservation of energy: The company is taking adequate
steps progressively on conservation of energy.

(ii) Steps taken by the Company for utilizing alternate sources of energy: The

company is not making use of alternate sources of energy.

(iii) capital investment on energy conservation equipment's: During the Financial year
2024 -2025 the company has not spent amount on capital investment on energy
conservation equipment.

B. TECHNOLOGY ABSORPTION;

C. FOREIGN EXCHANGE EARNINGS & OUTGO;

(Rs. in Hundreds)

20. DETAILS OF SUBSIDIARIES, TOINT VENTURES, OR ASSOCIATES COMPANIES:

The Company operates as a single entity with no subsidiaries or Joint Venture or Associate
Companies as explained within the meaning of the Companies Act, 2013. Since the
company has no Joint Venture or Associate companies the company is not required to give
information in AOC-1 as required under Companies Act, 2013. Further the Company was
not required to consolidates its accounts and present Consolidated Financial Statements
of the company as part of the Annual Report for the Financial Year 2024 -25.

Names of companies which have become or ceased to be its Subsidiaries, joint ventures or
associate companies during the year - NIL.

21. COMPOSITION OF VARIOUS COMMITTEES AND THEIR MEETINGS:

a) Audit Committee:

The Company has duly constituted the Audit Committee pursuant to the provisions
of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

As on 31.03.2025 the following Directors are members of Audit Committee:

• Renu Singh resigned from the Board of the Company w.e.f. December 03,2024, accordingly
ceased to be the Chairman and Member of the Audit committee.

• Savita Bahvinkumar Thakkar was appointed as Member and Chairman of the Audit
Committee w.e.f. 06/12/2024.

• Ganesh Saindane ceased to be the Independent Director of the Company pursuant to expiry
of his second term w.e.f. March 26, 2025, accordingly ceased to be the Member of the Audit
committee.

• Harilal Singh Jhabar was appointed as Member of the Audit Committee w.e.f. 27/03/2025.

• The Audit Committee was reconstituted twice during the year i.e. on 06/12/2024 and
27/03/2025.

The following Meetings of the Audit Committee were held during the Financial Year

2024-25:

b) Nomination and Remuneration Committee

The Company has duly constituted the Nomination and Remuneration Committee
pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation

19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The following Directors are members of Nomination and Remuneration Committee:

As on 31.03.2025 the following Directors are members of Nomination and
Remuneration Committee:

• Renu Singh resigned from the Board of the Company w.e.f. December 03,2024, accordingly
ceased to be the Chairman and Member of the Nomination and Remuneration Committee.

• Savita Bahvinkumar Thakkar was appointed as Member and Chairman of the Nomination
and Remuneration Committee w.e.f. 06/12/2024.

• Ganesh Saindane ceased to be the Independent Director of the Company pursuant to expiry
of his second term w.e.f. March 26, 2025, accordingly ceased to be the Member of the
Nomination and Remuneration Committee.

• Harilal Singh Jhabar was appointed as Member of the Nomination and Remuneration
Committee w.e.f. 27/03/2025.

• The Nomination and Remuneration Committee was reconstituted twice during the year

i.e. on 06/12/2024 and 27/03/2025.

The following Meetings of the Nomination and Remuneration Committee were held

during the Financial Year 2024 -25:

c) Stakeholders Relationship Committee

The Company has duly constituted the Stakeholders Relationship Committee
pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation
20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As on 31.03.2025, the following Directors are members of Stakeholders Relationship
Committee:

• Renu Singh resigned from the Board of the Company w.e.f. December 03,2024, accordingly
ceased to be the Chairman and Member of the Stakeholders Relationship Committee.

• Savita Bahvinkumar Thakkar was appointed as Member and Chairman of the Stakeholders
Relationship Committee w.e.f. 06/12/2024.

• Ganesh Saindane ceased to be the Independent Director of the Company pursuant to expiry
of his second term w.e.f. March 26, 2025, accordingly ceased to be the Member of the
Stakeholders Relationship Committee.

• Harilal Singh Jhabar was appointed as Member of the Stakeholders Relationship Committee
w.e.f. 27/03/2025.

• The Stakeholders Relationship Committee was reconstituted twice during the year i.e. on
06/12/2024 and 27/03/2025.

The following Meetings of the Stakeholders Relationship Committee were held

during the Financial Year 2024 -25:

d) The Company was not required to constitute Risk Management Committee.

22. NOMINATION AND REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and in compliance
of Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has formulated the Nomination and Remuneration
Policy for Directors, Key Managerial Personnel and Employees of the Company in order
to pay equitable remuneration to Directors, KMPs and other Employees of the Company
and it includes the criteria for determining qualifications, positive attributes,
independence of a Director.

The Company's remuneration policy is directed towards rewarding performance based
on review of achievements periodically. The remuneration policy is in consonance with
the existing industry practice. The Remuneration policy is available on the Company's
website at https: / / www.cistrotelelink.com/ policies.html

23. RISK MANAGEMENT POLICY:

The Directors ensured that the risks which threaten the existence of the Company were
addressed as and when the same were noticed. The Directors also ensured that they took
necessary steps to identify and review any risks which may have arisen during the normal
course of business.

The Company has adopted the systematic approach to mitigate the risk associated with
the objectives, operations, revenues and regulations. Major risks identified by the
businesses and functions are systematically addressed and also discussed at the meetings
of the Board of Directors of the Company.

24. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company has a professional Board with right mix of knowledge, skills, and expertise
that provides strategic guidance and direction to the Company in achieving its business
objectives and protecting the interest of the stakeholders.

Appointment/Re-appointment/Resignation of Directors.

a. During the year under review following changes within the composition of the
Board of Directors were taken place:

i. Payal Sureshkumar Jeerawala resigned from the post of Company Secretary and
Compliance Officer of the Company, w.e.f. April 13, 2024 due to personal reasons.

ii. Appointment of Ms. Vinita Goyal as Company Secretary and Complaince Officer
of the Company w.e.f. April 19, 2024.

iii. Savita Bhavinkumar Thakkar (DIN: 07192068) was appointed as an Additional
Director (Non-Executive & Independent) w.e.f. December 06, 2024 for a period of
5 (Five) years.

iv. Renu Singh the (DIN: 00860777) Director (Non-Executive & Independent) resigned
from the position from the Company due to other professional commitments w.e.f.
December 03, 2024.

b. At the 32^nd Annual General meeting of the Company.

i. Mr. Arun Kumar Sharma Non-Executive Director (DIN: 00369461) who retired by
rotation under section 152(6) of the Companies Act, 2013 and being eligible, offered

himself for reappointment at the 32^nd Annual General Meeting and subsequently
appointed as Director of the Company.

ii. Regularisation of Mr. Harilal Singh Jhabar Ram Farhan (DIN: 05124923) as a Non¬
Executive & Independent Director of the Company, who was appointed as an
Additional Director (Independent & Non-Executive) w.e.f. February 06, 2024, for a
term of five (5) years, pursuant to the resolution passed by the Board of Directors at
its meeting held on February 06, 2024.

iii. Regularisation of Mr. Sudama Patel (DIN: 10132041) as Whole -Time Director
(Executive Director) of the Company w.e.f. 06^th February, 2024 for a period of 5
years, pursuant to the resolution passed by the Board of Directors at its meeting
held on February 06, 2024.

The Second term of Ganesh Sahebrao Saindane (DIN:06647090) completed as Independent
Director, accordingly upon completion of his second term his tenure as Independent
Director and Director of the Company ceased with effect from March 26, 2025.

In the opinion of the Board, the independent directors are, individually, person of integrity
and possess relevant expertise and experience.

Apart from changes in the point (a) and (b) above there were no further changes in the
directors and KMP of the company during the year under review.

Furthermore, at the ensuing 33^rd (Thirty -Third) Annual General Meeting following
Appointment/Re-appointment shall be proposed for members' approval:

i. To Regularize the Appointment of Savita Bhavinkumar Thakkar (DIN: 07192068) as an
Independent Director (Non-Executive) the Company who was appointed by the Board
of Directors as an Additional Independent Director (Non-Executive) of the Company
with effect from December 06, 2024 for the Period of Five (5) years to hold office up to
the conclusion of this Annual General Meeting of the Company, not liable to retire by
rotation. Her Appointment shall be subject to the members approval at the 33^rd Annual
general Meeting of the Company.

ii. To appoint a Director in place of Sudama Patel (DIN: 10132041) the Whole time Director
of the Company, who shall be retire by rotation at the forthcoming Annual General
Meeting, and being eligible seeks re-appointment.

iii. To increasing the Borrowing Power limit under section 180(1)(C) of the Companies Act,
2013 up to INR 50 Crores (Rupees Fifty crore only).

iv. T o create charges, mortgages, hypothecation on the immovable and movable properties

of the company under section 180(1)(a) of the companies act, 2013, provided that the
value of such secured borrowings or transactions shall not exceed INR 50 Crore
(Rupees Fifty crore only) at any point in time.

As on 31.03.2025 the Composition of the Board of the Company stood as follows:
a. Board of Directors:

b. Key Managerial Personnel (KMP):

Pursuant to Section 2(51) read with Section 203 of the Companies Act, 2013 read
with Rules made thereunder, the following person has been designated as Key
Managerial Personnel of the Company under the Companies Act, 2013:

c. Disqualification of Directors Under Section 164

None of the directors were disqualified from being appointed or re-appointed as
directors of the Company or other companies as prescribed within the provision
of section 164 of the Companies Act 2013.

25. THE 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:

ADJUDICATION ORDER UNDER SECTION 203(1) OF THE COMPANIES ACT, 2013;
During the year, the Company received an Adjudication Order from the Registrar of
Companies, Gwalior, imposing penalties under Section 454 of the Companies Act, 2013

for non-compliance with Section 203(1) relating to the delayed appointment of a Whole¬
Time Company Secretary. The Company filed an appeal before the Regional Director,
North Western Region, Ahmedabad, who directed payment of the penalty within 90 days.
In compliance with the said direction, the Company has paid the penalty amounting to
Rs. 5,68,000/-. Accordingly, no amount remains outstanding and the matter now stands
fully complied with.

Except as mentioned above no other significant or material order were passed by any
regulators or courts or tribunals, which may have impacted the going concern status of
the Company and its future operations. Further, no penalties have been levied by any
regulator during the financial year under review.

26. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO THE COMPANY'S FINANCIAL STATEMENTS:

As per the Auditors' Report, the Company has internal financial controls, which are
commensurate with the size of the business of the Company. The Directors, as and when
required, shall keep on strengthening the same as per Internal Financial Controls Financial
Reporting (IFCFR) requirements.

27. DEPOSITS:

A. The Details relating to Deposits, covered under Chapter V of the Act: -

B. The details of Deposits which are not in Compliance with the requirements of Chapter
V of the Act: - NIL

C. Further, the Company has been in compliance with the provisions of rule 16 and 16A
of the Companies (Acceptance of Deposits) Rules, 2014, for the financial year 2024 -25.

28. RECEIPT OF ANY COMMISSION BY THE MANAGING/WHOLE TIME DIRECTOR
OF THE COMPANY FROM EITHER THE COMPANY ITSELF OR ITS HOLDING OR
SUBSIDIARY COMPANIES:

During the financial year under review, no commission from the Company or its Holding
or Subsidiary Companies was received by any director of the Company.

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

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

30. DECLARATION OF INDEPENDENT DIRECTORS AND STATEMENT
REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE
INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

All Independent Directors of your Company have submitted their declaration of
independence, as required, pursuant to the provisions of Section 149(7) of the Act and
Regulation 25(8) of the Listing Regulations, stating that they meet the criteria of
independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations, and are not disqualified from continuing as Independent Directors of
your Company. Further, in terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent
Directors have confirmed that they have registered themselves with databank maintained
by the Indian Institute of Corporate Affairs ('IICA'). These declarations/confirmations
have been placed before the Board. Pursuant to Rule 8(5)(iiia) of the Companies
(Accounts) Rules, 2014, the Board of Directors hereby affirms that, based on the evaluation
conducted and declarations received, it is of the opinion that the Independent Directors
appointed during the financial year possess the requisite integrity, expertise, and
experience (including proficiency) required for effectively discharging their duties as
Independent Directors of the Company.

31. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

As stipulated in the Code of Conduct for Independent Directors under the Act and Listing
Regulations, a separate Meeting of Independent Directors of the Company was held on
February 10, 2025 to review the performance of Non-Independent Directors (including the
Chairman) and the Board as a whole. The Independent Directors also assessed the quality,
quantity and timeliness of flow of information between the Company Management and
the Board, which is necessary to effectively and reasonably perform and discharge their
duties. The meeting decided on the process of evaluation of the Board and Audit
Committee. It designed the questionnaire on limited parameters and completed the
evaluation of the Board by Non-Executive Directors and of the Audit committee by other
members of the Board. The same was compiled by Independent authority and informed
to the members.

32. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

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

33. STATEMENT ON CORPORATE SOCIAL RESPONSIBILITY:

The Provision of Section 135 of the Companies Act, 2013 read with Rule 8 of Companies
Corporate Social Responsibility (Policy) Rules, 2014, was not applicable to the Company
as the Net worth, Turnover and Net profit of the Company was under the triggering limits
during the year under review.

34. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN & WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

In compliance of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, ("Act"), the Company has circulated the Prevention, Prohibition
and Redressal against Sexual Harassment of Women Employees at Workplace Policy
("Policy"). During the year, the Company received no complaints of sexual harassment,
Further training was conducted to increase the awareness of employees. The Company
was not required to established a Core Complaints Redressal Committee at the Corporate
Office.

Disclosures in relation to the Sexual Harassment of Women at Work place (Prevention,
Prohibition and Redressal) Act, 2013

i. Number of complaints filed during the financial year - NIL

ii. Number of complaints disposed of during the financial year - NIL

iii. Number of complaints pending as on end of the financial year - NIL

iv. Nature of actions(s) taken by the employer or the district officer - NA

v. Number of workshops/awareness programs conducted by the employer to increase
awareness about sexual harassment at workplace - NIL

the company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

35. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS
COMMITTEES AND OF INDIVIDUAL DIRECTORS:

During the year, the Board adopted a formal mechanism for evaluating its performance
and as well as that of its committees and individual Directors, including the Chairman of
the Board. The exercise was carried out through a structured evaluation process covering
various aspects of the Boards functioning such as composition of the Board & committees,
experience & competencies, performance of specific duties & obligations, governance
issues etc. Separate exercise was carried out to evaluate the performance of individual
Directors including the Board Chairman who were evaluated on parameters such as
attendance, contribution at the meetings and otherwise, independent judgment,
safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that
of the Chairman and the Non-Independent Directors were carried out by the Independent
Directors.

The Directors were satisfied with the evaluation results, which reflected the overall
engagement of the Board and its Committees with the Company.

36. VIGIL MECHANISM POLICY/ WHISTLE BLOWER POLICY FOR THE DIRECTORS
AND EMPLOYEES:

The Company has established a vigil mechanism policy to oversee the genuine concerns
expressed by the employees and other Directors. The Company has also provided
adequate safeguards against victimization of employees and Directors who express their
concerns. The Company has also provided direct access to Savita Bhavinkumar Thakkar,
The Chairperson of the Audit committee of the Company in appropriate and exceptional
cases. The detailed whistle blower policy of the Company is Uploaded and may be
accessed on the Company website i.e. at https:// www.cistrotelelink.com/ policies.html.

37. REPORTING OF FRAUD BY AUDITORS:

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

38. AUDIT AND AUDITORS:

(i) INTERNAL AUDITOR;

On recommendation of Audit Committee, the Board of Directors of the Company at
its meeting held on July 01, 2024 has appointed M/s. Phophalia S & Associates,
Chartered Accountants, as internal auditor of the Company for financial year 2024 -25
on such remuneration as may be decided by management of the Company with the
mutual consent of the Auditor.

(ii) STATUTORY AUDITOR;

The Members of the Company at their 30^th (Thirtieth) Annual General Meeting held
on Tuesday, September 27, 2022 on the recommendation of Audit Committee
appointed M/s. B. Chordia & Co. Chartered Accountants (Firm Registration No.
121083W) as Statutory Auditors of the Company for a period of 5 consecutive years
from the conclusion of 30^th (Thirtieth) Annual General Meeting till the conclusion of
35^th (Thirty- Fifth) Annual General Meeting to be held in the year 2027.

(iii) SECRETARIAL AUDITOR;

On recommendation of the Audit Committee, the Board of Directors of the Company
at its meeting held on July 01, 2024 have appointed M/ s. HSPN & Associates LLP,
Company Secretaries, as Secretarial Auditors of the Company to carry out the
Secretarial Audit for the Financial Year 2024 -25 and to issue Secretarial Audit Report
as per the prescribed format under rules in terms of Section 204(1) of the Companies
Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

Further, the Secretarial Audit Report issued by M/ s. HSPN & Associates LLP,
Company Secretaries for the financial year 2024 -2025 is annexed herewith and forms
part of this report as "Annexure -III".

Further the recommendation for the Appointment of M/s. HSPN & Associates LLP,
Company Secretaries as Secretarial Auditors of the Company to carry out the
Secretarial Audit for the period of Five (5) years (i.e. from 2025-26 to 2029-30) has been
made for the shareholders' approval at the Thirty -Third (33^rd) Annual General
Meeting of the Company.

(iv) COST AUDITOR AND COST AUDIT;

Maintenance of cost records as prescribed under the provisions of Section 148(1) of the
Companies Act, 2013 was not applicable for the business activities carried out by the
Company for the financial 2024 -25. Accordingly, such accounts and records are not
made and maintained by the Company for the said period.

Furthermore, The Company was not required to appoint Cost Auditor under the
provisions of section 148 of the Companies Act, 2013 as the same was not applicable
to the Company during the financial year under review.

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

There were no qualifications, reservations or adverse remarks made by the Auditor in his
report made for the financial year under review.

40. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND
GENERAL MEETINGS:

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

41. INTERNAL CONTROL SYSTEM:

The Company's internal controls system has been established on values of integrity and
operational excellence and it supports the vision of the Company "To be the most
sustainable and competitive Company in our industry". The Company's internal control
systems are commensurate with the nature of its business and the size and complexity of
its operations. These are routinely tested and certified by Statutory as well as Internal
Auditors and their significant audit observations and follow up actions thereon are
reported to the Audit Committee on a quarterly basis, specifying the nature, value and
terms and conditions of the transactions.

42. DIRECTORS' RESPONSIBILITY STATEMENT:

a. In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the

Company hereby confirm that:

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

ii. the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of the financial
year and of the profit and loss of the Company for that period:

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

iv. the Directors had prepared the annual accounts on a going concern basis;

v. the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively: and

vi. 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.

43. DISCLOSURE UNDER RULE 5(2) OF COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

No details as required under section 197 (12) of the Companies Act 2013 and Rule 5(2) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have
been provided as there are no employees in the Company during the Year and the
Directors of the Company do not draw any Remuneration. The Nomination and

Remuneration Committee of the Company has affirmed at its meeting that the Directors
of the Company do not draw any Remuneration. The Policy of the Company 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 is available on Company's website
https: / / www.cistrotelelink.com/ policies.html.

44. PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There were no proceedings, either filed by the Company or against the Company, pending
under the Insolvency and Bankruptcy Code, 2016 as amended, before the National
Company Law Tribunal or other Courts as of March 31, 2025.

45. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE
YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

No such events occurred during the year under review.

46. 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 such events occurred during the year under review.

47. THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY
BENEFIT ACT 1961:

The Company has complied with the provision relating to the Maternity Benefit Act, 1961.

48. OTHER DISCLOSURES:

a. Change in Registrar and Share Transfer Agent R&TA):

During the year under review, the Board of Directors at its meeting held on February
10, 2025, approved the proposal for change in the Company's Registrar and Transfer
Agent (RTA) from Satellite Corporate Services Private Limited to Ankit Consultancy
Private Limited, a SEBI Category-I RTA (SEBI Registration No. INR000000767), having
its office at 60, Pardeshipura Electronic Complex, Indore, Madhya Pradesh. The change
has been approved with the objective of ensuring smooth and efficient services to the
Company's shareholders.

b. AGM Extension:

i. The Board, through a circular resolution dated 11^th August 2025, approved seeking

an extension of three months for holding the AGM, and an application has been
submitted to the Registrar of Companies. This is the Company's first such request,
arising solely due to ongoing NCLT proceedings. Based on the Company's
application submitted to the Registrar of Companies, Madhya Pradesh, seeking

additional time for holding the Annual General Meeting (AGM) for the financial
year ended 31st March 2025, the Registrar, vide approval letter dated 04 September
2025, has granted an extension of 1 month and 15 days under Section 96(1) of the
Companies Act, 2013.

ii. Further as the petition for reduction of share capital filed before the Hon'ble NCLT,
Indore Bench, was still pending for final hearing. In view of the same and to avoid
presenting incomplete or inaccurate financials, the Board, through a circular
resolution dated 17 October 2025, has approved seeking a further extension to hold
the AGM up to 31 December 2025, and the application has been submitted to the
Registrar of Companies. Based upon the Application the Registrar, vide approval
letter dated 04 November 2025, has granted an additional extension of 1 month
and 15 days under Section 96(1) of the Companies Act, 2013, considering the
circumstances explained by the Company. Accordingly, the Company is permitted
to hold its AGM within the extended period, and the Board confirms that the AGM
will be convened within this revised timeline.

49. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MD&A)

The Management Discussion and Analysis Report (MD&A), prepared in accordance with
the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, forms an important part of the
Company's statutory disclosures for the year under review.

The MD&A provides detailed information on the industry structure, business operations,
financial performance, risks, opportunities, internal control systems, and the future
outlook of the Company.

In compliance with the regulatory requirements, the MD&A has been annexed to this
Board's Report as Annexure -I and shall be read as an integral part of the Annual Report.

50. CEO AND CFO CERTIFICATION

The CEO and CFO Certification, issued in accordance with the provisions of Regulation
17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has
been obtained for the financial year under review. The certification confirms the accuracy
of the financial statements, the establishment and maintenance of internal controls, and
the compliance of the Company with all applicable laws and regulatory requirements.

In compliance with the aforesaid regulations, the CEO and CFO Certification has been
attached to this Board's Report as Annexure -II and shall be read as an integral part of the
Annual Report.

51. ACKNOWLEDGEMENTS:

Your directors place on records their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your directors deeply appreciate
the committed efforts put in by employees at all levels, whose continued commitment and
dedication contributed greatly to achieving the goals set by your Company. Your directors

also acknowledge gratefully the shareholders for their support and confidence reposed on
your Company.

By the Order of the Board of Directors
Cistro Telelink Limited

Sd/-

Arun Kumar Sharma

Chairman and Non- Executive Director

DIN: 00369461

Date: November 14, 2025

Place: Indore, MP