CLIO Infotech Ltd Directors Report

FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS

1.1 The financial performance of the Company for the financial year ended 31st March, 2026 is summarized below:

(Rs. In Lakhs)

Particulars	Year Ended On 31.03.2026	Year Ended On 31.03.2025
Revenue from operations	284.47	14.61
Other Income	16.17	15.17
Total Revenue	300.63	29.77
Operating and Administrative expenses	228.19	21.7
Operating Profit before finance costs, Depreciation and Tax	72.99	8.07
Less: Depreciation and Amortization expenses	0.55	0
Profit before finance costs, exceptional items, tax and Deff tax adjustable in/(recoverable from) future tariff	72.44	8.07
Less: Finance Costs	0	0
Less: Exceptional Item	0	0
Profit Before Tax (PBT)	72.44	8.07
Provision for Tax (Including Deferred Tax)	6.2	2.37
Profit after Tax	66.24	5.7
Other Comprehensive Income	(0.14)	(0.35)
Total Comprehensive Income for the year	66.1	5.36
Profit available for appropriation	66.1	5.36
Other Equity opening balance	-52.8	-58.15
Add: Profit for the year	543.61	5.7
Add: Securities premium	0	0
Add/(Less) Other Comprehensive Income /(Loss)	0	0.35
Dividend paid/ to be paid on equity shares	0	0
Other Equity closing balance	557.06	-52.8

1. REVENUE: During the year under Review Company has total revenue of Rs. 284.47 lakhs as against the previous year turnover of Rs. 14.61 lakhs which shows increase in comparison with the previous year.

B. OPERATING AND ADMINISTRATIVE EXPENSES: The operating Expenses of Rs. 228.19 Lakhs during FY 2025-26, as compared to previous financial year 2024-25 incurred of Rs. 21.70 lakhs.

C. DEPRECIATION AND AMORTISATION EXPENSES: The depreciation Expenses is 0.55 Lakhs during FY 2025-26, as compared to previous financial year 2024-25 is nil.

D. FINANCE COST: The finance cost is nil during FY 2025-26, as compared to previous financial year 2024-25 is nil.

E. TOTAL PROFIT BEFORE AND AFTER TAX FOR THE YEAR: The profit before tax of Rs. 72.44 Lakhs during FY 2025-26, as compared to previous financial year 2024-25 profit before tax of Rs. 8.07 lakhs. The profit after tax of Rs. 66.24 Lakhs during FY 2025-26 as compared to previous financial year 2024-25 profit after tax of Rs. 5.70 lakhs.

F. TRANSFER TO RESERVES: The Board of Directors have decided to retain the entire amount of profit for F.Y. 2025-26 in the Statement of Profit & Loss as at March 31, 2026.

2. DIVIDEND:
During the period under review, the Board of Directors does not recommend any dividend.

3. STATEMENT OF DEVIATION OR VARIATION
During the period under review, disclosure pertaining to statement on deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue etc. are not applicable to the Company. Because of your company have not issue shares and other securities during the year under review.

4. BUY-BACK OF SHARES:
During the period under review, there is no shares were bought back by the Company.

5. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT
During the period under review, there are no shares in the demat suspense account or unclaimed suspense account.

6. EMPLOYEE STOCK OPTIONS SCHEME (ESOP):
The Company does not have any Employee Stock Option Scheme (ESOP).

7. HUMAN RESOURCES DEVELOPMENT:
Continuous effort is put in to improve the working environment with a focus on employee wellbeing and capability building enabling them to perform their best for the Company. We provide robust leadership development efforts to home employee skills and help keep the Company ahead of the curve. People are our real strength and therefore while pursuing best-in-class performance; the Company is significantly increasing its investment in its employees with training and development. The Company invests in training and knowledge.

8. TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
In accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013 and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends of a company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the company to the Investor Education and Protection Fund ("IEPF").

In terms of the foregoing provisions of the Companies Act, 2013, there is no dividend which remains outstanding or remains to be paid and require to be transferred to the IEPF by the Company during the year under review.

Dividend Declared for the Last Years: N.A.
Due date for transfer to IEPF, of the unclaimed/unpaid dividends are as under: N.A.

9. SHARE CAPITAL: During the year under review, the Company has not altered/modified its authorised share capital and has not issued any shares. The Company has not issued any sweat equity shares to its directors or employees. The Paid-up Share Capital of the Company as on 31st March, 2026 is Rs. 11,01,09,500/- divided into 1,10,10,950 Equity Shares of Rs. 10/- each fully paid up. During the year under review, the Company has not issued shares with differential voting rights. As on March 31, 2026, none of the Directors of the Company holds instruments convertible into equity shares of the Company.

10. RESERVES AND SURPLUS:
The Company has transferred amount of the surplus of P & L account for the financial year ended 31st March, 2026.

11. MANAGEMENT DISCUSSION & ANALYSIS REPORT:
Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations 2015 (LODR Regulation) read with Schedule V thereto, is forms part of this Annual Report as ANNEXURE-1.

12. CORPORATE GOVERNANCE:
The Company has been complying with the principles of good Corporate Governance over the years and is committed to the highest standards of compliance. Pursuant to Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 a report on Corporate Governance forms an integral part of this Annual Report as ANNEXURE 2.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company is not required to form Corporate Social Responsibility Committee pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014.

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year ended 31st March, 2026 to which the Financial Statements relates and the date of signing of this report.

15. RISK MANAGEMENT POLICY:
Pursuant to Regulation 21(5) of SEBI (LODR) Regulations, 2015, the company does not fall under list of Top 1000 companies and thus the company is not required to frame Risk Management Policy mandatorily.

The Company has a well-defined risk management framework in place. The Company has established procedures to periodically place before the Audit Committee and the Board, the risk assessment and minimization procedures being followed by the Company and steps taken by it to mitigate these risks.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES:
The Company has formulated a comprehensive Whistle Blower Policy in compliance with the provisions of Section 177(9) and 177(10) of The Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 with a will to enable the stakeholders, including directors, individual employees to freely communicate their concerns about illegal or unethical practices and to report genuine concerns to the Audit Committee of the Company. The policy on Vigil Mechanism has been uploaded on the Companys website: https://clioinfotech.com/.

17. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company has in place a policy on prevention, prohibition and redressal of Sexual Harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee has been setup to redress the complaints received on the sexual harassment. All employees of the Company are covered under this policy.

During the period under review, no complaints on sexual harassment were received.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the period under review, The Company has not entered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014.

There were materially significant Related Party Transactions not made by the Company during the year that would have not required shareholders approval under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018.

The Related Party Transactions were placed before the Audit Committee for prior approval, as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 if required. A statement of all Related Party Transactions was placed before the Audit Committee for its review on a quarterly basis, specifying the nature and value of the transactions as and when required.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 and in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 is not required to annex with this report because of there is no any related party transaction made during the period under review by the company.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
Pursuant to Section 186 of the Companies Act, 2013, disclosure on particulars relating to loans, advances, guarantees and investments are provided as part of the financial statements to the Members of CLIO INFOTECH LIMITED of even date of Standalone Financial Statements.

20. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:
During the period under review, there was no application made or any proceeding pending under The Insolvency & Bankruptcy Code, 2016 against/by the company.

21. 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 DURING THE FINANCIAL YEAR:
During the period under review, there was no valuation done in the company as there is no such incident of one-time settlement.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the period under review, there were no significant / material orders passed by the regulators or courts or tribunals, impacting the going concern status and Companys operations in future.

23. ANNUAL RETURN:
Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 the Annual Return of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 (as amended), is placed on the website of the Company and is accessible at the web-link https://clioinfotech.com/.

24. CREDIT RATING: During the year under review, the requirement of credit rating of securities of company was not applicable and hence no credit rating has been undertaken.

25. PUBLIC DEPOSITS:
The Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review and as such, no amount on account of principal or interest on deposits from public was outstanding as on 31st March, 2025.

26. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE:
During the year under review, the company is not having any subsidiary, associates and joint venture.

27. CHANGE IN NATURE OF BUSINESS:
During the year under review, there has been no change in the Companys nature of business.

28. DIRECTORS:
During the year under review, the Board of the Company is duly constituted. None of the directors of the Company is disqualified under the provisions of the Companies Act, 2013 or the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Ms. Nikita Tiwadi (DIN: 10646772), Director, retires by rotation and being eligible, offers herself for reappointment at the ensuing AGM. His appointment is placed for approval of the members and forms part of the notice of the 33rd AGM. The information about the Director seeking his reappointment as per Para 1.2.5 of Secretarial Standards on General Meetings and Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 has been given in the notice convening the 33rd AGM.

29. KEY MANAGERIAL PERSONNEL:
Pursuant to Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company as on 31st March, 2026:

i. Ms. Nikita Tiwadi, Managing Director;
ii. Mr. Pranav Jayvadan Joshi, Chief Financial Officer;
iii. Mr. Jeegneshkumar Kalyanbhai Devganiya, Company Secretary.

The changes in the key managerial personnel are provided in corporate information of the annual report for the year 2025-26. The remuneration and other details of these Key Managerial Personnel for Financial Year 2025-26 are provided in the Annual Return which is available on the website of the Company.

30. COMMITTEES:
As per the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018, the following committees were constituted and the composition, meeting of committees held during the year are as follows.

Committees

i. Audit Committee: The Composition of the Audit Committee is as follows:

Sr No.	Name of the Members	Status	Date of appointment	Date of resignation	Number of meetings held/attended
1	Mr. Lokesh M Jain	Non Chairperson (Independent Director)	17.07.2024	14.04.2025	1/1
2	Ms. Sujal Amrutbhai Koshti	Member (Non-Executive Director)	17.07.2024	24.02.2026	6/6
3	Ms. Nayana Nitesh Madata	Member (Independent Director)	17.07.2024	14.04.2025	1/1
4	Mr. Amit Radheshyam Tiwari	Chairperson (Independent Director)	14.04.2025	-	6/6
5	Ms. Ankit Kumar Yadav	Member (Independent Director)	14.04.2025	-	6/6
6	Mr. Ashwini Kumar Pareek	Member (Non-Executive Director)	24.02.2026	-	0/0

During the financial year 2025-26, Audit Committee met six times on 14th April, 2025, 27th May, 2025, 7th August, 2025, 13th August, 2025, 30th October, 2025 and 2nd February, 2026.

ii. Nomination and Remuneration Committee:
The Composition of the Nomination and Remuneration Committee is as follows:

Sr No.	Name of the Members	Status	Date of appointment	Date of resignation	Number of meetings held/attended
1	Mr. Lokesh M Jain	Non Chairperson (Independent Director)	17.07.2024	14.04.2025	1/1
2	Ms. Sujal Amrutbhai Koshti	Member (Non-Executive Director)	17.07.2024	24.02.2026	6/6
3	Ms. Nayana Nitesh Madata	Member (Independent Director)	17.07.2024	14.04.2025	1/1
4	Mr. Amit Radheshyam Tiwari	Chairperson (Independent Director)	14.04.2025	-	6/6
5	Ms. Ankit Kumar Yadav	Member (Independent Director)	14.04.2025	-	6/6
6	Mr. Ashwini Kumar Pareek	Member (Non-Executive Director)	24.02.2026	-	0/0

During the financial year 2025-26, Nomination and Remuneration Committee met three times on 14th April, 2025, 05th May, 2025 and 24th February, 2026.

Committees

iii. Stakeholders Relationship Committee: The Composition of the Stakeholders Relationship Committee is as follows:

Sr No.	Name of the Members	Status	Date of appointment	Date of resignation	Number of meetings held/attended
1	Mr. Lokesh M Jain	Non Chairperson (Independent Director)	17.07.2024	14.04.2025	1/1
2	Ms. Sujal Amrutbhai Koshti	Member (Non-Executive Director)	17.07.2024	24.02.2026	6/6
3	Ms. Nayana Nitesh Madata	Member (Independent Director)	17.07.2024	14.04.2025	1/1
4	Mr. Amit Radheshyam Tiwari	Chairperson (Independent Director)	14.04.2025	-	6/6
5	Ms. Ankit Kumar Yadav	Member (Independent Director)	14.04.2025	-	6/6
6	Mr. Ashwini Kumar Pareek	Member (Non-Executive Director)	24.02.2026	-	0/0

During the financial year 2025-26, Stakeholders Relationship Committee met three time on 21st April, 2025, 21st July, 2025 and 21st January, 2026.

31. INTERNAL FINANCIAL CONTROLS:

Internal Financial Controls and their Adequacy
In terms of Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control means the policies and procedures adopted by a company for ensuring orderly and efficient conduct of its business, including adherence to companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

Internal Control over Financial Reporting (ICFR) remains an important component to foster confidence in a companys financial reporting, and ultimately, streamlining the process to adopt best practices. The Company through Internal Audit Program is regularly conducting test of effectiveness of various controls. The ineffective and unsatisfactory controls are reviewed and remedial actions are taken immediately. The internal audit plan is also aligned to the business objectives of the Company which is reviewed and approved by the Audit Committee. Further, the Audit Committee monitors the adequacy and effectiveness of the Companys internal control framework.

Adequate internal financial controls are in place which ensures the reliability of financial and operational information. The regulatory and statutory compliances are also ensured.

Internal Control systems and their Adequacy
The Company has Internal Control Systems, commensurate with the size, scale and complexity of its operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, accounting procedures and policies within the Company. Based on the report of internal audit function, process owners undertake corrective action in respective areas and thereby strengthen the controls. Significant observations and corrective actions thereon are presented to the Audit Committee from time to time.

Auditors

32. AUDITORS & AUDITORS REPORT:

A. Statutory Auditors
In the 32nd AGM approval of the members accorded to appoint M/s. KPSJ & ASSOCIATES LLP, Chartered Accountants, Ahmedabad, having FRN: 124845W, as the Statutory Auditors of the Company to conduct the statutory audit for a period of five years commencing from the conclusion of this 32nd Annual General Meeting till the conclusion of 37th Annual General Meeting of the Company.

B. Statutory Audit Report
There are no qualifications, reservations or adverse remarks made by M/S KPSJ & Associates & LLP, Statutory Auditors (having Firm Registration Number is 124845W/W100209), in their report for the financial year ended 31st March, 2026.

C. Consolidated Financial Statements
The directors have pleasure in attaching the consolidated financial statements pursuant to section 129(3) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from time to time and prepared in accordance with the Accounting Principles generally accepted in India. In accordance with the Section 129(3) of the Companies Act, 2013, the audited consolidated financial statements are provided in the Annual Report is Not applicable.

D. Internal Auditor
M/s Mohitkumar Agarwal & Co, who is the Internal Auditor, has carried out internal audit for the financial year 2025-26. Their reports were reviewed by the Audit Committee.

E. Cost Auditor
During the Financial Year 2025-26, your Company is not required to maintain cost records under Companies (Cost Records and Audit) Rules, 2014.

F. Secretarial Auditor and Secretarial Audit
Pursuant to the Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Shubhangi Agarwal, Company Secretaries, and Ahmedabad as the Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company for the FY 2025-26.

The Secretarial Audit Report in form MR-3 is annexed of the Directors Report as ANNEXURE-3. The report does contain qualification, reservation, adverse remark or disclaimer.

G. Annual Secretarial Compliance Report:
Annual Secretarial Compliance Report under regulation 24A of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 ("SEBI LORD") read with SEBI Circular dated February 08, 2019 number CIR/CFD/CMDI/27/2019, is applicable to the Company. Annual Secretarial Compliance Report given by the Shubhangi Agarwal, PCS and uploaded on BSE.

H. Reporting of Frauds by Auditors:
During the year under review, the Statutory Auditors, Internal Auditors, Cost Auditors and Secretarial Auditors have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

33. MEETINGS OF THE BOARD AND COMMITTEES:
During the Financial Year 2025-26, the Board of Directors met eleven (11) times and the details of the meetings of the Board and its Committees are given in the Corporate Governance Report (ANNEXURE 2).

The gap intervening between two meetings was within the time prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018.

Board Attendance

Details of attendance of meetings of the Board:

During the financial year 2025-26, Eleven Board Meetings were held on 14TH APRIL, 2025, 05TH MAY, 2025, 27TH MAY, 2025, 7TH AUGUST, 2025, 13TH AUGUST, 2025, 25TH SEPTEMBER, 2025, 28TH OCTOBER, 2025, 30TH OCTOBER, 2025, 2ND FEBRUARY, 2026, 24TH FEBRUARY and 16TH MARCH, 2026. The composition of the Board, attendance at the Board Meetings during the year ended on 31st March, 2026 and the last Annual General Meeting and also the number of other directorships and Committee memberships are given below:

Name of the Director	Category	Board Meeting held during tenure of Director	Board Meeting Attended	Last AGM Attend or Not*	No. of Directorships in other Public Ltd. Cos
Mr. Lokesh M (resign w.e.f 14.04.2025)	Independent Director	1	1	No	0
Ms. Nayana Nitesh Madala (resign w.e.f 14.04.2025)	Independent Director	1	1	No	0
Mr. Amit Radheshyam Tiwari (as Additional Independent Director w.e.f. 14.04.2025 and regularize in EGM held on 15.05.2025)	Independent Director	10	10	Yes	0
Mr. Ankit Kumar Yadav (as Additional Independent Director w.e.f. 14.04.2025 and regularize in EGM held on 15.05.2025)	Independent Director	10	10	Yes	0
Mr. Sujal Amrutbhai Koshti (resign w.e.f 24.02.2026)	Non-Executive Director	10	10	Yes	0
Ms. Nikita Tiwadi	Managing Director	11	11	Yes	0
Mr. Ashwini Kumar Pareek (as Additional Director w.e.f. 24.02.2026)	Non-Executive Director	1	1	No	0

35. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declarations from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from time to time confirming compliance with the criteria of independence as stipulated under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from time to time and there has been no change in the circumstances which may affect their status as Independent Directors during the year 2025-26.

All Independent Directors of the Company have affirmed compliance with the Schedule IV of the Companies Act, 2013 and Companys Code of Conduct for Directors and Employees for the Financial Year 2025-26.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA) towards the inclusion of their names in the data bank maintained with it and they have not appeared for proficiency self-assessment test during the period under review.

36. NON-EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES:
None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

37. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Familiarization program aims to provide insight to the Independent Directors to understand the business of the Company. Upon induction, the Independent Directors are familiarized with their roles, rights and responsibilities.

All the Directors of the Company are updated as and when required, of their role, rights, responsibilities under applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from time to time, Secretarial Standards; nature of industry in which the Company operates, business model of the Company, etc. The Company holds Board and the Committee Meetings from time to time. The Board of Directors has complete access to the information within the Company. The Independent Directors have the freedom to interact with the Companys management. Directors are also informed of the various developments in the Company through various modes of communications. All efforts are made to ensure that the Directors are fully aware of the current state of affairs of the Company and the industry in which it operates.

The details of the familiarization programme undertaken have been uploaded on the Companys website: https://clioinfotech.com/.

38. PERFORMANCE EVALUATION OF BOARD AND ITS COMMITTEES:
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from time to time.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

39. DIRECTORS APPOINTMENT AND REMUNERATION POLICY:
The Company has on the recommendation of the Nomination & Remuneration Committee framed and adopted a Nomination and Remuneration Policy in terms of the Section 178 of the Companies Act, 2013 with effect from 2nd July, 2018. The policy, inter alia lays down the principles relating to appointment, cessation, remuneration and evaluation of directors, key managerial personnel and senior management personnel of the Company.

The policy on The Nomination & remuneration Policy of the Company and other matters provided in Section 178(3) of the Companies Act, 2013 has been annexed as ANNEXURE 4.

The Nomination & Remuneration Policy of the Company is on the website of the Company: https://clioinfotech.com/.

40. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in ANNEXURE-5 of this Report.

The information required under Section 197(12) of Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including amendment thereto, is provided in the ANNEXURE-5 forming part of the Report.

During the year, the Company had no employee who was employed throughout the Financial Year or part thereof and was in receipt of remuneration, 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 2% of the equity shares of the Company.

41. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from time to time, the initiatives taken by the Company from an environmental, social and governance perspective for the Financial Year 2024-25 has been given in the Business Responsibility and Sustainability Report (BRSR) as per the format specified by SEBI Circular no. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated 10th May, 2021 which forms part of this report. NOT APPLICABLE pursuant of the regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from time to time the requirement of submitting a business responsibility report shall be discontinued after the financial year 2021-22 and thereafter, with effect from the financial year 2022-23, the top one thousand listed entities based on market capitalization as on 31.03.2025 shall submit a business responsibility and sustainability report in the format as specified by the Board from time to time. Our company is not in top 1000 companies list provided by the BSE based on market capitalization as on 31st march. 2026.

42. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to details of 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 of the Companies Accounts Rules, 2014 are as follows:

A) Conservation of energy:
As required by Rule 8 to Companies (Account Rules, 2014),
Company ensures that the manufacturing is conducted in the manner where by optimum utilization and maximum possible savings of energy is achieved. No specific investments have been made for reduction in energy consumption.

B) Technology Absorption:
Companys products are manufactured by using in house/domestic know how and no outside Technology is being used for manufacturing activities. Therefore no technology absorption is required. Further, the company has not incurred any expenses towards Research & Development.

C) Foreign Exchange earnings and Outgo:
During the period under review, the company is not doing any foreign exchange earnings and outgo.

43. DIRECTORS RESPONSIBILITY STATEMENT:
The Directors Responsibility Statement referred to in Section 134 (3) (c) of the Companies Act, 2013 shall state that:

In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; 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 profit of the Company for that period; The directors had taken proper and sufficient are for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; The directors had prepared the annual accounts on a going concern basis; 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.

44. SECRETARIAL STANDARDS:
The Company is in compliance with the Secretarial Standards on Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

45. PROHIBITION OF INSIDER TRADING:
In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (PIT Regulations), the Company has adopted the revised "Code of Conduct to Regulate, Monitor and Report Trading by Insiders" ("the Code"). The Code is applicable to all Directors, Designated persons and connected Persons and their immediate relatives, who have access to unpublished price sensitive information relating to the Company.

The Company has also formulated Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) incompliance with the PIT Regulations.

The aforesaid Codes are posted on the Companys website and can be accessed by using web link at: https://clioinfotech.com/

46. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:
In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fields. Its an optimum mix of expertise (including financial expertise), leadership and professionalism.

47. CEO/CFO CERTIFICATION:
As required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from time to time, the Managing Director and CFO of the Company have certified the accuracy of the Financial Statements and adequacy of Internal Control Systems for financial reporting for the year ended 31st March, 2026. The certificate is annexed in ANNEXURE-6.

48. DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANYS CODE OF CONDUCT:
The Code of Conduct of the Company aims at ensuring consistent standards of conduct and ethical business practices across the Company. This Code is reviewed on an annual basis and the latest Code is available on the website of the Company at weblink https://clioinfotech.com/.

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from time to time, a confirmation from the Managing Director regarding compliance with the Code by all the Directors and senior management of the Company is annexed in ANNEXURE-7.

49. REGISTERED OFFICE OF THE COMPANY:
During the period under review, the Board of Directors of the Company approved the shifting of the Registered Office of the Company from its existing address at Room No. 3, 5-Sheth Lalji Dayalji Building, Dadi Sheth Agiary Lane, Malharrao Wadi, Kalbadevi, Mumbai - 400002, Maharashtra, India, to Shop - A414, The Capital, Science City Road, Sola, Ahmedabad, Gujarat - 380060, India, with effect from 23rd April 2026.

The Company had obtained the approval of its shareholders for shifting of the Registered Office from the State of Maharashtra to the State of Gujarat on 27th November 2025.

50. CAUTIONARY STATEMENT:
The Annual Report including those which relate to the Directors Report, Management Discussion and Analysis Report may contain certain statements on the Companys intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company bears no obligations to update any such forward looking statement. Some of the factors that could affect the Companys performance could be the demand and supply for Companys product and services, changes in Government regulations, tax laws, forex volatility etc.

51. ACKNOWLEDGEMENT:
The Directors take this opportunity to thank the shareholders, bankers and the financial institutions for their cooperation and support to the operations and look forward for their continued support in future. The Directors also thank all the customers, vendor partners, also mention government and government authorities and other business associates for their continued support during the year. The Directors place on record their appreciation for the hard work put in by all employees of the Company.