Cityman Ltd Directors Report

Your Directors have pleasure in presenting the 33 Annual Report on the business and operations of your company along with Audited Financial Statements for the year ended 315t March, 2025

FINANCIAL HIGHLIGHTS:

The summarized financial performance for the Financial Year ended 31st March,2025 are as under :

( Amountin 000s)

Particulars	As at 315t March	As at31st
	2025	March 2024
Sales	-	-
Total Income	-	-
Profit before Interest, Depreciation, Tax ltems	(3,141.56)	(3,528.28)
Finance Cost	-	-
Depreciation and Amortization Expenses	6.36	3.41
Profit(Loss) before Tax	(3,147.92)	(3,531.69)
Profit (loss) after Tax	-	-
Surplus Balance brought forward	(2,36,499.59)	(2,32,967.90)
Surplus Balance carried to Balance Sheet	(2,39,647.51)	(2,36,499.59)
Dividend/Transfer to reserve

STATE OF AFFAIRS AND FUTURE PLANS

Due to many reasons beyond control, there was no commercial activity and could not generate any revenue.

DIRECTORS AND BOARD MEETING :

As on 31%t of March 2025, There are two independent directors and two promoter/ executive directors and one non- executive director.

During the last financial year, the following changes took place in the Board .

a. At the Annual General Meeting held on 30t September,2024 Mr. Roy Moolayil Sebastian (DIN:01886479) and Mr. Anthony Bernard Amos Paul (DIN: 10381708) were appointed as independent directors. b. Mr.Chettupuzhakaran Francis Joe, Independent director resigned due to his personal preoccupations. c. Mr. Anup Kumar, independent Director resigned from the Board effect from 23 July, 2024. , and he was appointed as non-executive director at the Annual General Meeting held on 30t September, 2024. d. Mr. Mathai Chacko, independent Director retired since his term of appointment was completed e. At the Annual General Meeting held on 30" September, 2024, members ratified the re-appointment of Mr.Santhosh Joseph Karimattom (DIN:00998412) as the Managing Director for another period of five years from 31t March, 2025. f. There was no changes in among KMPs in the year under review-

The board hereby confirm that the Independent Directors have proven integrity, expertise and experience.

DIRECTORS RETIRE BY ROTATION

The promoter directors Mr. Santhosh Joseph Karimatom (DIN:00998412) and Mrs. Juliana Santhosh (DIN:08551525) retire by rotation and being eligible offers themselves for re-appointment.

BOARD MEETINGS DETAILS

Sl No	Date of meeting	Total Number of directors as on the date of meeting	Attendance
1	26" April 2024	5	3
2	30 May 2024	5	3
3	2319 July 2024	5	3
4	13t August 2024	4	3
5	015t October 2024	5	5
6	13" November 2024	5	5
7	13th February 2025	5	5

COMMITTEE MEETINGS

Audit Committee

SINo	Date of meeting	Total Number of directors as on the date of meeting	Attendance
1	26t April, 2024	3	3
2	30t May, 2024	3	2
3	13t August,2024	2	2
4	13t November,2024	3	3
5	13t February ,2025	3	3
Nomination and Remuneration		Committee
SINo	: Date of meeting	Total Number of directors as on the date of meeting	: Attendance
1	13t August,2024	2	2
Stakeholders meeting
SINo	: Date of meeting	Total Number of directors as on the date of meeting	: Attendance
1	30t May,2024	3	2

More details are given in detail in the Corporate Governance Report , which forms part of this Report

DIRECTORS RESPONSIBILITY STATEMENT .

The Directors would like to inform the Members that the Audited Accounts for the financial year ended 31t March, 2025, are in full conformity with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors.

Directors hereby affirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. d) the Directors had prepared the annual accounts on a going concern basis; and e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

SUSTAINABILITY REPORTING

Even though your Company is fundamentally committed to sustainable business and fully stands for the principles of National Voluntary Guidelines on Social, and Responsibilities of Business, since the operations were scanty, no such reporting is being done. The rules regarding Business Responsibility and Sustainability Reporting (BRSR) is not applicable

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

The Company has adopted best corporate practices and is committed to conducting its business in accordance with the applicable laws, rules and regulations. The Companys Corporate Governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high level of Integrity in decision making. A report on corporate governance form part of this report.

BUSINESS RESPONSIBILITY REPORT

The clause Regulation 34(2) (f) of the Listing Regulations, the Business Responsibility Report of the Company for the year ended 31st March 2025 is not applicable to the Company.

LISTING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at BSE Limited, Mumbai

POLICY ON DIRECTORS, KMP& OTHER EMPLOYEES APPOINTMENT AND REMUNERATION

The Company has only three employees at present. The compensation is linked to the nature of job, skill and knowledge required to perform the given job in order to achieve Companys overall directive.

The Board has remuneration policy in line with applicable rules and regulations, and can be viewed on http://cityman.in/Policies/Remuneration%20Policy.pdf. But its scope was very limited during the year under review, because the company has only very limited employees. None of the directors, including Managing Director was paid any remuneration, KMPs include Company Secretary and Chief Financial Officer .

DISCLOSURE OF REMUNERATION UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required under section 197 (12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(1) (i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; The Directors are not paid any remuneration and so the ratio is not applicable

(i) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; There is no increase in remuneration of CFO and CS and directors are not paid any remuneration

(iii) the percentage increase in the median remuneration of employees in the financial year; NIL

(iv) the number of permanent employees on the rolls of company : Three

(v) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; Not Applicable because there was no increase in the remuneration of employees, and managerial remuneration.

(vi) the key parameters for any variable component of remuneration availed by the directors ;Not applicable because directors are not paid any remuneration.

(vii We hereby affirm that the remuneration is as per the remuneration policy of the company.

2) (a)Name of every employees of the Company, who-

(i) If employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh; NIL

(ii) If employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than 8.5 lakh rupees per month; NIL (iii) If employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two per cent of the equity shares of the company. NIL

STATUTORY AND SECRETARIAL AUDITORS

M/s NSVM & Associates, Chartered Accountants (Firm Registration Number 010072S) are the Statutory Auditors of the Company. The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

Pramil Dev (Membership No. A 26632 CP No0:9821) is the Secretarial Auditor and the report submitted by him forms part of this report. The secretarial audit report does not contain any qualifications, reservations or adverse remarks.

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

(A) Conservation of Energy, Technology Absorption

Conservation of energy is of utmost significance to the Company. Operations of the Company are not energy intensive. However, every effort is made to ensure optimum use of energy by using energy- efficient computers, processes and other office equipment. Constant efforts are made through regular/ preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy.

The Company is continuously making efforts for induction of innovative technologies and techniques required for the business activities.

+Steps taken by company for utilizing alternate sources of energy: NIL

+Capital investment on energy conservation equipments: NIL

(B) Foreign Exchange Earnings & Outgo.

Particulars	Amount(in Rs) for the current year	Amount (in Rs) for the last year
Earnings	nil	nil
Out go	nil	nil

Other Disclosures

1) Annual Return relating to Financial Year 2024-25 to which the Boards is available in the company web site at www.cityman.in, and the link at http://cityman.in/MGT%207%202024-25.pdf.

2) All Independence Directors (IDs) have confirmed their ongoing compliance with the independence criteria specified in Section 149(6) of the Act and Regulation 16(b) of Listing Regulations. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA).

3) There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

4) Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, dg event, financial, human, environment and statutory compliance.

5) Your Company has in place adequate internal financial controls with reference to the financial statements commensurate with the size, scale and complexity of its operations and is in line with the requirements of the Regulations. Further, the Directors had laid down internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information Disclosure in respect of voting rights not exercised directly by the employees in respect of shares (as per Sec 67(3) of the Companies Act and Rule 16 of Companies( Share Capital and Debenture )Rules ,2014 : Not Applicable No loan / guarantee or financial assistance were given. The company has not made a provision of money for the purchase of, or subscription for, shares in the company. Company does not have any subsidiary or associate companies or joint ventures . The rules regarding Corporate Social Responsibility are not applicable to the company. Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and it powers) Rules, 2014, the Company has adopted Whistle Blower Policy / Vigil Mechanism (web link: http:/cityman.in/Policies/Whistle %20Blower%20Policy.pdf ) for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct (web link: http://cityman.in/Policies/C ode%200f%20Conduct%20%20Eithics.pdf) . It also provides for adequate safeguards against victimization of directors /employees who avail of the Mechanism. During the year, the operations of the company were little. 11) Company has not taken any deposit from public, but have taken unsecured loan from Santhosh Joseph Karimattom, Managing Director of the Company. The total loan outstanding taken from him as on 31t March 2025 is Rs.13,97,82,731/-. During the year company has received Rs.30,24,469/- by way of unsecured loan from Santhosh Joseph Karimattom, Managing Director. 12) No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future. 13) Company has not issued any issued any equity shares with differential rights/ sweat equity/ employee stock options plans. 14) Company has not bought back any shares. 15) The Company has not made any Investment, given guarantee and securities during the financial year under review. There for no need to comply provisions of section 186 of Companies Act, 2013 16) All related party transactions that were entered into during the financial year ended 31st March, 2025, were on an arms length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. Resolutions for getting members approval as per LODR are provided in the AGM Notice along with proper explanatory statement. The company has a related party policy and is available at : http://cityman.in/Policies/Related%20party%20trasaction %20policy.pdf.

17) Our Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises. Company always endeavors to create and provide an environment that is free from any discrimination and harassment. The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees (whether permanent, temporary, ad-hoc, consultants, interns or contract workers irrespective of gender) and lays down the guidelines for identification, reporting and prevention of undesired behavior. Since the number of employees is only three males, company has not constituted Internal Complaints Committee (ICC) 18) The company has implemented a policy to undertake formal annual evaluation of the performance of directors/committees and individual directors available in the web link http://www_cityman.in/Policies/Annual%20Evaluation%20Policy.pdf. . The evaluation is being done as per the LODR and as per Section 178 of the Act. Performance of Board, its committees and individual Directors is carried out by the by the Nomination and Remuneration Committee by analyzing the performance of each and every Director. The Nomination and Remuneration Committee (NRC) of the Company is entrusted to determine the criteria for the requirements of the Board. NRC, while recommending candidature to the Board, takes into consideration the qualification, attributes, experience and independence of the candidate Since the activity and performance of the company was very minimal in all fronts, the scope of such evaluation was very limited Companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 are available in the web site www.cityman.in web link http://cityman.in/Policies/Remuneration%20Policy.pdf. 19) The composition and other details of audit committee and details of Board Meeting are reported in Corporate Governance Report which is given as annexure and forms part of this report . The Board has accepted all the recommendations of the audit committee. 20) During the year under review, the Statutory Auditor in their report have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013. 21) The rules regarding maintenance of cost records is not applicable to the company 22) The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and Meeting of Shareholders (EGM/AGM) i.e. SS-1 and SS-2 issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013. 23) Details of application made or proceedings pending under IBC Code: NIL

24) Details of difference between valuation amount on One Time Settlement and valuation while availing loan from banks and financial institutions : Not Applicable 25) Management Discussion and Analysis Report: Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is presented in a separate section, forming part of the Annual Report. 26) Book Closure Period : 24t September,2025 to 30th September,2025 (both days inclusive),Record Date/Cut- Off Date :23 September,2025 , E-voting start : 27t September,2025 (9: AM) and E-Voting end : 29t September,2025 (5:PM) 27) Credit rating : Since there was no commercial activities , further since there was no borrowings from bank/ Financial institutions, Company has not taken any credit ratings. 28) Policy for Preservation of documents can be viewed at: http://cityman.in/Policies/Policy%20for%20preservation%200f%20documents.pdf. 29) Corporate Governance Report submitted as per SEBI guideline as on 31%t March 2025 can be viewed at : http://cityman.in/Corporate%20Governance%2031.03.2025.pdf.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the co-operation and support received from all.

Place:	Bengalure	For and on Behalf of the Board of Cityman Limited
Date:	29" May, 2025	Santhosh joseph Karimattom
		Managing Director
		DIN : 00998412
		Juliana Santhosh
		Director
		DIN : 08551525