Cistro Telelink Ltd Directors Report

To,

The Members,

Your Directors have pleasure in submitting Companys Thirty -Four (34th) Annual Report of the Company together with the Audited Statements of Accounts for the financial year ended March 31, 2026.

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 31.03.2026	Financial Year ended 31.03.2025
Revenue from Business Operations	11,523.11	13027.44
Other Income	1,604.98	5019.71
Total Income	13,128.09	18047.15
Total Expenses	27,431.96	34510.32
Profit/ Loss before exceptional items	(14,303.87)	(16463.17)
Less: Exceptional Items	0	0
Profit/Loss before tax	(14,303.87)	(16463.17)
Less: Tax Expenses (Including Deferred Tax)	0	0
Net Profit/Loss After Tax	(14,303.87)	(16463.17)
Paid up Equity Share Capital (Face Value Rs. 1 each fully paid up)	308,058.00	513430.00
Other Equity	(41,666.86)	(232734.99)
Earnings Per Share (EPS) (Basic)	(0.05)	(0.03)

2. REVIEW OF OPERATIONS AND THE COMPANYS AFFAIRS:

During the financial year under review,

(a) The turnover of the Company in the financial year ended as on March 31, 2026, is INR 11,523.11 (in Hundreds) as against INR 13027.44 (in Hundreds) in the previous year ended as on March 31, 2025.

(b) The Loss of the Company in the financial year ended as on March 31, 2026, is INR 14,303.87 (in Hundreds) as against profit of INR 16463.17 (in Hundreds) in the previous year ended as on March 31, 2025.

3. AMOUNTS TRANSFERRED TO RESERVES:

During the financial year under review, the Company incurred a loss, resulting in a debit balance in the Statement of Profit and Loss. Accordingly, the Board of Directors has decided not to transfer any amount to reserves for the financial year under review.

4. CHANGE IN NATURE OF THE COMPANYS BUSINESS:

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.

5. DIVIDEND:

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

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

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

7. CHANGES IN SHARE CAPITAL, IF ANY:

Authorised Capital:

During the year under review, the Authorised Capital remains unchanged and stood at Rs. 5,60,00,000 (Rupees Five Crore Sixty Lakh) which is divided into 5,60,00,000 (Five Crore Sixty Lakh) Equity Shares of Rs. 1 (One each), as on March 31, 2026.

Paid up Capital:

As on March 31, 2026 the paid-up equity shares capital of the Company stood at Rs. 3,08,05,800 (Rupees Three Crore Eight Lakh Five Thousand Eight Hundred) which is divided into 3,08,05,800 (Rupees Three Crore Eight Lakh Five Thousand Eight Hundred) Equity Shares of Rs. 1 (One each), as on March 31, 2026.

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

However, Pursuant to the order dated January 21, 2026, passed by the NCLT, Indore Bench, in CP/4(MP)2025, and received by the Company on January 28, 2026, the proposed reduction of share capital was approved.

Consequently, while the authorised share capital of the Company remains unchanged at ?5,60,00,000, the issued, subscribed and paid-up share capital has been reduced from ?5,13,43,000 to ?3,08,05,800.

Pursuant to the aforesaid order, on March 7, 2026, the Board of Directors approved the allotment of 3,08,05,800 Equity Shares of ?1 each to the eligible shareholders as on the Record Date, i.e., March 6, 2026.

The Company filed the listing application with BSE Limited on March 11, 2026, which was approved on May 8, 2026. Subsequently, the Company received confirmation from NSDL on June 9, 2026 and from CDSL on June 13, 2026. The trading approval from BSE Limited pursuant to the reduction of share capital is still pending as on the date of this Report.

Except as stated above, there have been no other changes in or commitments relating to the share capital of the Company affecting its financial position between the end of the financial year and the date of this Report.

8. WEBLINK OF THE ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return 2025 -2026 at https://www.cistrotelelink.com

9. APPLICABILITY OF CORPORATE GOVERNANCE AND RELATED PROVISIONS:

As on March 31, 2026 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.

10. NUMBER OF MEETINGS OF BOARD:

During the year under review Board of Directors of the Company have met Nine (9) times, accordingly Five (5) 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.	April 22, 2025	4
2.	August 14, 2025	4
3.	November 14, 2025	4
4.	February 13, 2026	4
5.	March 07, 2026	4

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

11. 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 March 31, 2026 the following Directors are members of Audit 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)

The following Meetings of the Audit Committee were held during the Financial Year 2025-26:

Sr. No.	Date of Committee Meeting	Committee Strength	Number of Members present	% of Attendance
1.	April 22, 2025	3	3	100
2.	August 14, 2025	3	3	100
3.	November 14, 2025	3	3	100
4.	February 13, 2026	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 March 31, 2026 the following Directors are members of Nomination and Remuneration Committee:

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

The following Meetings of the Nomination and Remuneration Committee were held during the Financial Year 2025-26:

Sr. No.	Date of Committee Meeting	Committee Strength	Number of Members present	% of Attendance
1.	November 14, 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 March 31, 2026 the following Directors are members of Stakeholders Relationship 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)

The following Meetings of the Stakeholders Relationship Committee were held during the Financial Year 2025 -26:

Sr. No.	Date of Committee Meeting	Committee Strength	Number of Members present	% of Attendance
1.	April 22, 2025	3	3	100

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

e) 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 13, 2026 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.

12. 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.

13. 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 Companys 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 Companys website at https://www.cistrotelelink.com/policies.html

14. 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.

15. 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.

16. AUDIT AND AUDITORS:

(i) INTERNAL AUDITOR;

On recommendation of Audit Committee, the Board of Directors of the Company at its meeting held on November 14, 2025 has appointed M/s. Phophalia S & Associates, Chartered Accountants, as internal auditor of the Company for financial year 2025 -26 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 30th (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 till the conclusion of 35th (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 November 14, 2025 have appointed M/s. HSPN & Associates LLP, Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the period of 5 (Five) consecutive Financial Years (2025-26 to 2029- 30).

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 (33RD) Annual General Meeting of the Company.

Further, the Secretarial Audit Report issued by M/s. HSPN & Associates LLP, Company Secretaries for the financial year 2025 -2026 is annexed herewith and forms part of this report as "Annexure -I".

(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 2025-26. Accordingly, such accounts and records are not made and maintained by the Company for the said period.

Further, 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.

17. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149 (6)

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

In terms of regulation 25 (8) of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the independent directors, the Board has confirmed that they meet the criteria of independence as mentioned under regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.

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

18. CEO/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 Boards Report as Annexure -II and shall be read as an integral part of the Annual Report.

19. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review there were no changes in the Board of Directors:

a. Appointment/Re-appointment/Resignation of Directors:

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

Furthermore, at the ensuing 34th Annual General Meeting following Appointment/ Reappointment shall be proposed for members approval:

i. Mr. Arun Kumar Sharma (DIN: 00369461), Non-Executive Director of the Company, shall be retire by rotation at the forthcoming Annual General Meeting, and being eligible seeks reappointment.

As on 31.03.2026 the Composition of the Board of the Company stood as follows:

b. 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	Independent, Non-Executive)
4.	Harilalsingh Jhabarram Faran	05124923	Independent Non-Executive Director
5.	Pyarelal Gulabchand Verma	-	Chief Financial Officer
6.	Vinita Goyal	-	Company Secretary & Compliance Officer

c. 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

d. 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.

20. 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.

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

During the year under review, the Company has granted loans or advanced made investments pursuant to the provisions of Section 186 of the Companies Act, 2013, which are within the limits prescribed under the said Act and approved by the Shareholders.

22. 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 2025-26.

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

23. 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 financial year and the period up to the date of this Report, the Company undertook reduction of its share capital from ?5,13,43,000 to ?3,08,05,800 pursuant to the approval of the National Company Law Tribunal, Indore Bench, received on January 28, 2026.

The Company has received the requisite confirmations from NSDL and CDSL, and trading approval from BSE Limited pursuant to the reduction of share capital is pending as on the date of this Report.

Except as stated above, no other material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report and further detailed under Point No. 07 of this Report.

24. 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 equipments: During the Financial year 2025 -2026 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 equipments 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: a) the details of technology imported b) the year of import c) whether the technology been fully absorbed d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	The company has not imported technology during the last 3 financial years.
	NA
	NA
	NA
	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

25. STATEMENT INDICATING/ CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company is exposed to risks such as, Occupational health & safety hazards, Quality of Products, Business dynamics Risks, Business Operations Risks, Credit Risks, Pollution Free Environment Risk, Market Risks/Industry Risks, Human Resource Risks, Legal Risks, Data Protection Risk and Operational risk that are inherent in the industry in which it is operating.

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

26. STATEMENT ON CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 were not applicable to the Company during the financial year under review, as the Company did not meet any of the prescribed thresholds relating to net worth, turnover, or net profit specified under Section 135(1) of the Act.

Based on the audited financial statements for the financial year 2024-25, the Company continues not to satisfy any of the applicability criteria prescribed under Section 135(1) of the Act. Accordingly, the Company is not required to constitute a Corporate Social Responsibility (CSR) Committee or formulate a CSR Policy, and no CSR expenditure is required for the financial year 2025-26.

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 2025-26.

PERFORMANCE EVALUATION

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

The Board of Directors of your Company expressed satisfaction about the transparency in terms of disclosures, maintaining higher governance standards and updating the Independent Directors on key topics impacting the Company. The weblink of the Performance Evaluation Policy on the website of the Company at https://www.cistrotelelink.com/.

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

During the financial year under review, the Company filed an application under Section 66 of the Companies Act, 2013, for reduction of its share capital before the National Company Law Tribunal ("NCLT"), Indore Bench. The application was admitted and heard on November 27, 2025.

Pursuant to the order passed by the NCLT, Indore Bench, dated January 21, 2026, in CP/4(MP)2025, which was received by the Company on January 28, 2026, the proposed reduction of share capital was approved. Accordingly, while the authorised share capital of the Company remains unchanged at Rs. 5,60,00,000, the issued, subscribed and paid-up share capital of the Company has been reduced from Rs. 5,13,43,000 to Rs. 3,08,05,800.

Except for the aforesaid order, no significant or material orders have been passed by any regulator, court, tribunal or statutory authority during the year under review which may adversely impact the going concern status of the Company or its future operations.

29. INTERNAL CONTROL SYSTEM:

The Companys 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 Companys 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.

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

In compliance of Sexual Harassment of W omen at W orkplace (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.

31. 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, 2026.

32. 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.

33. 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.

34. 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.

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

The Management Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of SEBI (LODR) Regulations is given separately and forms part of this 34th Annual Report of the Company. The detailed report has been attached to this report as "Annexure-IU".

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. 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.

38. ENHANCING SHAREHOLDER VALUE

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

39. CAUTIONARY STATEMENT

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

40. PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 the Company has formulated and adapted a coder for Prevention of Insider Trading.

Further, the Company is maintaining the Structural Digital Database (SDD) internally with adequate internal controls and checks such as time stamping and audit trails to ensure non- tampering of the database in compliance with SEBI (PIT) Regulations, 2015.

41. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT ("BRSR")

The Business Responsibility & Sustainability Report ("BRSR") for the year under review was not applicable to the Company, as stipulated under SEBI (LODR) Regulations as the company was not falling among the mandatory top 1000 Listed companies in India based on the market capitalization therefore the same was not required to be given to this Annual Report of the Company.

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

The Nomination & Remuneration Committee of Directors have approved a Policy https://ggautomotive.com/policies/ 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.

43. 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 Companys familiarization program for Independent Directors is posted on Companys website at https://www.cistrotelelink.com.

44. 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.

45. 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.

46. 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.

47. 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.

48. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE COMPANYS 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.

49. 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.

50. 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 Companys website https: //www.cistrotelelink.com/policies.html.

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: August 11, 2026

Place: Indore, MP