Cistro Telelink Ltd Directors Report

To,

The Members,

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)

Particulars	Financial Year ended 31.03.2025	Financial Year ended 31.03.2024
Revenue from Business Operations	13027.44	23670.27
Other Income	5019.71	9150.35
Total Income	18047.15	32820.62
Total Expenses	34510.32	30831.42
Profit/Loss before exceptional items	(16463.17)	(1989.20)
Less: Exceptional Items	0	(144826.91)
Profit/Loss before tax	(16463.17)	(142837.71)
Less: Tax Expenses (Including Deferred Tax)	0	0
Net Profit/Loss After Tax	(16463.17)	(142837.71)
Paid up Equity Share Capital (Face Value Rs. 10	513430.00	513430.00
each fully paid up)
Other Equity	(232734.99)	(216271.82)
Earnings Per Share (EPS) (Basic)	(0.03)	(0.28)

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:

SR. NO.	DATE OF BOARD MEETING	NO. OF DIRECTORS ATTENDED
1.	May 08, 2024	5
2.	June 19, 2024	5
3.	July 01, 2024	5
4.	August 14, 2024	5
5.	November 11, 2024	5
6.	December 06, 2024	4
7.	January 03, 2024	5
8.	February 10, 2025	5
9.	March 27, 2025	4

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;

1 The efforts made towards technology absorption	During the year the company has not made any technological changes.
2 The benefits derived like product improvement, cost reduction, product development or import substitution	The installed equipment \u2019 s has resulted in enhanced production capacity and better-quality product at lower power consumption.
3 In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:	The company has not imported technology during the last 3 financial years.
a) the details of technology imported	NA
b) the year of import	NA
c) whether the technology been fully absorbed	NA
d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	NA
4 The expenditure incurred on Research and Development.	NA

C. FOREIGN EXCHANGE EARNINGS & OUTGO;

(Rs. in Hundreds)

Particulars	31.03.2025	31.03.2024
Earnings	NIL	NIL
Outgo	NIL	NIL

20. DETAILS OF SUBSIDIARIES, JOINT 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:

Sr. No.	Name	Designation	Nature of Directorship
1.	Savita Thakkar Bhavinkumar	Chairperson	Independent Director, (Non- Executive)
2.	Harilal Singh Jhabar	Member	Independent Director, (Non- Executive)
3.	Arun Kumar Sharma	Member	Non -Independent Director, (Non- Executive)

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:

Sr. No.	Date of Committee Meeting	Committee Strength	Number of Members present	% of Attendance
1.	May 08, 2024	3	3	100
2.	June 19, 2024	3	3	100
3.	July 01, 2024	3	3	100
4.	August 14, 2024	3	3	100
5.	November 11, 2024	3	3	100
6.	December 06, 2024	3	3	100
7.	January 03, 2024	3	3	100
8.	March 27, 2025	3	3	100

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:

Sr. No. Name	Designation	Nature of Directorship
1. Savita Bhavinkumar Thakkar	Chairperson	Independent Director, (Non- Executive)
2. Harilal Singh Jhabar	Member	Independent Director, (Non- Executive)
3. Arun Kumar Sharma	Member	Non -Independent Director, (Non- Executive)

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:

Sr. No.	Date of Committee Meeting	Committee Strength	Number of Members present	% of Attendance
1.	July 01, 2024	3	3	100
2.	December 02, 2024	3	3	100
3.	February 10, 2025	3	3	100
4.	March 27, 2025	3	3	100

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:

Sr. No.	Name	Designation	Nature of Directorship
1.	Savita Thakkar Bhavinkumar	Chairperson	Independent Director, (Non- Executive)
2.	Harilal Singh Jhabar	Member	Independent Director, (Non- Executive)
3.	Arun Kumar Sharma	Member	Non -Independent Director, (Non- Executive)

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:

Sr. No.	Date of Committee Meeting	Committee Strength	Number of Members present	% of Attendance
1.	May 08, 2024	3	3	100
2.	August 14, 2024	3	3	100
3.	November 11, 2024	3	3	100
4.	January 03, 2025	3	3	100

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. To 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:

Sr. No.	Name	DIN	Designation
1.	Arun Kumar Sharma	00369461	Non-Executive Director
2.	Sudama Patel	10132041	Whole Time Director
3.	Savita Bhavinkumar Thakkar	07192068	Additional Director (Independent, Non- Executive)
4.	Harilalsingh Jhabarram Faran	05124923	Independent Director
5.	Pyarelal Gulabchand Verma	-	Chief Financial Officer
6.	Vinita Goyal	-	Company Secretary & Compliance Officer

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:

Sudama Patel	Whole time Director
Pyarelal Gulabchand Verma	Chief Financial Officer
Vinita Goyal	Company Secretary & Compliance Officer

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: -

a)	accepted during the year;	NIL
b)	remained unpaid or unclaimed as at the end of the year;	NIL
c)	whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:	NA
	i. at the beginning of the year;	NIL
	ii. maximum during the year;	NIL
	iii. at the end of the year;	NIL

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