Fone4 Communications (India) Ltd Directors Report

To, The Members of Fone4 Communications (India) Limited

Your directors have pleasure in presenting the 11^th Directors Report on the business and operations of Fone4 Communications (India) Limited ("the Company") together with the Audited Financial Statements of Accounts of the Company for the Financial Year ended March 31, 2025.

1. FINANCIAL RESULT

(Amount in Lakhs)

PARTICULARS	F.Y. 2024-2025	F.Y. 2023-24
	Standalone	Standalone
Total Income	5834.73	14250.11
Total Expenditure	6129.17	14894.15
Profit / (Loss) Before Tax	(294.44)	(644.05)
Less: Tax Expense	24.42	5.76
Profit / (Loss) After Tax	(318.86)	(649.81)
Earning Per Shares (Basic)	(1.87)	(3.81)
Earning Per Shares (Diluted)	(1.87)	(3.81)

2. STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS

During the Financial Year ended 31^st March, 2025, the Company has recorded total revenue of Rs. 5834.73/- Lakhs as against Rs. 14250.11/- Lakhs in the previous year. During the reporting period the Company has incurred Net Loss of Rs. 318.86/- Lakhs as against the net loss of Rs. 649.81/- Lakhs in the previous year.

3. SHARE CAPITAL

(i) Changes in the Capital Structure:

Authorized Share Capital:

During the year under review, the Company increased its Authorized Share Capital from Rs. 18,00,00,000/- (Rupees Eighteen Crores Only) to Rs. 24,95,00,000/- (Rupees Twenty-Four Crores Ninety Five Lakhs Only) through a resolution passed at the Extra-Ordinary General Meeting held on 25^th January 2025.

As on the date of this report, the Authorized Share Capital of the Company stood at Rs. 24,95,00,000/- (Rupees Twenty Four Crores Ninety Five Lakhs Only) divided into 2,49,50,000 (Two Crore Forty-Nine Lakhs Fifty Thousand) Number of Equity Shares of Face Value Rs. 10/- (Rupees Ten only) each.

Issued, Subscribed and Paid-Up Share Capital:

During the year under review, the Issued, subscribed and paid-up share capital of the Company stood at from Rs. 17,05,00,000/- (Rupees Seventeen Crores Five Lakhs Only) divided into 17050000 Number of Equity Shares of Face Value Rs. 10/- (Rupees Ten only) each.

After the closure of Financial Year and up to the date of this report, the Company issued additional equity shares through allotment as detailed below:

S. No.	Type of Issue	Date of allotment	No. of Shares issues along with Face value	Total Amount at face value (in Rs.)	Total Amount at Issued Price (in Rs.)
1.	Preferential Issue in accordance with Chapter V of the SEBI (ICDR) Regulations and other applicable laws.	April 22, 2025	79,00,000 Equity Shares of face value of Rs. 10 each at issued price of Rs. 15 each	Rs. 7,90,00,000	Rs. 11,85,00,000

Pursuant to the above allotment, the issued, subscribed, and Paid-up capital of the company is increased from Rs. 17,05,00,000/- to Rs. 24,95,00,000/-.

As on the date of this report, the Issued, subscribed and paid-up share capital of the Company stood at Rs. 24,95,00,000/- (Rupees Twenty-Four Crores Ninety-Five Lakhs Only) divided into 2,49,50,000 (Two Crore Forty-Nine Lakhs Fifty Thousand) Number of Equity Shares of Face Value Rs. 10/- (Rupees Ten only) each.

4. DEPOSITS

The Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act read with Chapter V of the Act and the Companies (Acceptance of Deposits) Rules, 2014, and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet for the F.Y. 2024-25

5. DIVIDEND

The Board of Directors did not recommend any dividend for the year.

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

Pursuant to provisions of Section 125 of the Act, the dividends which have remained unpaid / unclaimed for a period of Seven (7) years from the date of transfer the unpaid dividend amount is mandatorily required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

The provisions of above section are not applicable to the Company since no dividend was lying in unpaid dividend account.

7. AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES We do not propose to transfer any amount to general reserve.

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the financial year under review, there was no change in the nature of the business of the Company.

9. REVISION OF FINANCIAL STATEMENT, IF ANY

There was no revision in the financial statements of the Company.

10. REGISTERED OFFICE

During the financial year under review, the Registered Office of the Company has been shifted from "Poovathum Arcade, Koothapady Temple Road, Thammanam, P.O. Ernakulam, Kerala -

682032 to "Office No.45/688 C, 1^st Floor, P V Complex, Thammanam P.O., Kuthappady Temple Road, Thammanam, Kochi 682032" India with effect from 10^th December, 2024.

The Registered Office of the Company is presently situated at Office No. 45/688 C, 1st Floor, P V Complex, Thammanam P.O, Kuthappady Temple Road, Thammanam, Kochi, Ernakulam, Kerala, India, 682032

11. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As of the date of the report, your company has the following Directors on its Board:

S. No.	Name of Director	Designation	DIN	Original Date of Appointment	Date of Appointment at current designation	Date of Cessation
1	Mr. Sayyed Hamid	Managing Director	05167876	08/05/2014	12/03/2022	-
2	Mr. Roudha Zerlina	Non-Executive Director	05168024	08/05/2014	12/03/2022	-
3	Mr. Mohammed Arzoo Abdul Latheef	Independent Director	09525381	12/03/2022	16/03/2022	-
4	Mr. Mohammed Asharaf	Independent Director	09526578	12/03/2022	16/03/2022	-
5	Mr. Sayyed Imbichi Haris Sayyed	Executive Director	08395581	20/03/2019	02/09/2019	-

A. Changes in Directors are as follows:

During the year under review, there was no change in the Board of Directors of the Company.

B. Chief Financial Officer:

Mr. Sayyed Imbichi Haris Sayyed was appointed as the Chief Financial Officer of the Company w.e.f. 12^th March, 2022.

C. Company Secretary & Compliance Officer:

Ms. Shweta Mehrotra was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 04^th November, 2022.

D. Rotational Director:

As per the provisions of the Companies Act, 2013, Mr. Sayyed Imbichi Haris Sayyed (DIN: 08395581), Director, whose office is liable to retire by rotation in accordance with the provision of Companies Act, 2013 and being eligible, offers himself for re-appointment at the 11^th Annual General Meeting of the Company.

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2024-25, total 10 (Ten) meetings of the Board of Directors were held. Following are the dates on which the said meetings were held:

30^th May, 2024

7^th June, 2024

30^th July, 2024

4^th September, 2024

14^th November, 2024

10^th December, 2024

26^th December, 2024

27^th December, 2024

2^nd January, 2025

31^st March, 2025

The intervening gap between any two Meetings was within the period prescribed under the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.

S. No.	Name of Director	Designation	No. of Board Meeting eligible to attend	No. of Meetings attended	No. Meeting in which absent
1	Mr. Sayyed Hamid	Managing Director	10	10	0
2	Mr. Roudha Zerlina	Non-Executive Director	10	10	0
3	Mr. Mohammed Arzoo Abdul Latheef	Independent Director	10	10	0
4	Mr. Mohammed Asharaf	Independent Director	10	10	0
5	Mr. Sayyed Imbichi Haris Sayyed	Executive Director	10	10	0

13. BOARD COMMITTEES:

Currently, the Board has following committees: Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee.

Audit Committees:

The Audit Committee of the Company is constituted/re-constituted in line with the provisions of Section 177 of the Companies Act, 2013.The Audit Committee is constituted in line to monitor and provide effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting.

During the Financial Year 2024-25, 02 (Two) meeting of the Audit Committee were held. Following are the dates on which the said meetings were held:

7^th June, 2024

14^th November, 2024

S. No	Name of the Members	Designation	No. of Audit Committee Meetings attended during the year
1.	Mr. Mohammed Asharaf	(Chairman, Independent Director)	2
2.	Mr. Mohammed Arzoo Abdul Latheef	(Member, Independent Director)	2
3.	Mr. Sayyed Hamid	(Member, Managing Director)	2

During the year, all recommendations of the audit committee were approved by the Board of Directors.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted/re-constituted in line with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors. The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this Committee.

During the Financial Year 2024-25, meeting of Nomination and Remuneration Committee was held on 31^st March 2025.

S. No	Name of the Members	Designation	No. of Nomination and Remuneration Committee Meetings attended during the year
1.	Mr. Mohammed Asharaf	(Chairman, Independent Director)	1
2.	Mr. Mohammed Arzoo Abdul Latheef	(Member, Independent Director)	1
3.	Mrs. Roudha Zerlina	(Member, Non- Executive Director)	1

Stakeholders Relationship Committee:

The Company has a Stakeholder Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices /annual reports, etc.

During the Financial Year 2024-25, meeting of Stakeholders Relationship Committee was held on 31^st March 2025.

S. No	Name of the Members	Designation	No. of Stakeholder Relationship Committee Meetings attended during the year
1.	Mrs. Roudha Zerlina	(Chairman, Non- Executive Director)	1
2.	Mr. Sayyed Hamid	(Member, Managing Director)	1
3.	Mr. Sayyed Imbichi Haris Sayyed	(Member, Executive Director)	1

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

OF THE COMPANY

There is no material changes and commitment affecting financial position of the Company occurred between the end of the financial year of the company to which the financial statements relate and the date of the report, except as stated in this report.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF

THE COMPANIES ACT, 2013:

Particulars of loan given, investment made, guarantees given and security provided under Section 186 of the Companies Act, 2013, if any, are provided in the notes of financial statement.

16. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

According to Section 134(5) (e) of the Companies Act, 2013, the term "Internal Financial Control (IFC)" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the 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. The company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from the top management to executive level.

The compliance relating to Internal Financial controls have been duly certified by the statutory auditors.

17. CORPORATE SOCIAL RESPONSIBILITY:

Provisions of Corporate Social Responsibility are not applicable on the Company. Therefore, Company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

18. CORPORATE GOVERNANCE:

In accordance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46, as well as Para C, D, and E of Schedule V, is not applicable to listed entities that have their specified securities listed on the SME Exchange. Therefore, the requirement to file a Corporate Governance Report with the Stock Exchange does not apply to the Company for the financial year 2024-25.

Since the Companys securities are listed on EMERGE SME Platform of BSE, Regulations 17 to

27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para-C, D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are not applicable to the Company. Hence Report on the Corporate Governance does not form part of this

Boards Report.

19. HUMAN RESOURCES:

The Management has a healthy relationship with the officers and the Employee.

20. BOARD EVALUATION:

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 Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations").

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

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the 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. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which 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.

The Board evaluated the performance of Independent Directors and Individual Directors considering various parameters such as their familiarity with the Companys vision, policies, values, code of conduct, their attendance at Board and Committee Meetings, whether they participate in the meetings constructively by providing inputs and provide suggestions to the Management/Board in areas of domain expertise, whether they seek clarifications by raising appropriate issues on the presentations made by the Management/reports placed before the Board, practice confidentiality, etc. It was observed that the Directors discharged their responsibilities in an effective manner. The Directors possess integrity, expertise and experience in their respective fields.

21. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149 (7) of the Companies Act, 2013 ("the Act") read with the Companies

(Appointment and Qualifications of Directors) Rules, 2014, the Company has received declarations from all the Independent Directors of the Company confirming that they meet the

‘criteria of Independence as prescribed under Section 149 (6) of the Act and have submitted their respective declarations as required under Section 149 (7) of the Act and the Listing Regulations. In terms of Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

In the opinion of the Board, the independent directors possess the requisite integrity, experience, expertise and proficiency required under all applicable laws.

22. SEPARATE MEETING OF INDEPENDENT DIRECTOR

The Companys Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel to review the performance of non-independent Directors and the Board as a whole, to review the performance of the Chairperson of the company, taking into account the views of executive Directors and non-executive Directors and to assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

During the year under review, one Meeting of the Independent Directors was held on March 31, 2025 for the Financial Year 2024-25.

23. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS

OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in "Annexure I" to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.

24. RATIO OF REMUNERATION TO EACH DIRECTOR:

During the year Company has not given any remuneration to Directors of the Company.

25. POLICIES

The Company has adopted the following policies in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

Policy on Preservation of Documents and Archives Management as per Regulation 9 and 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Policy for Disclosure of events/ information and Determination of materiality as per Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Policy on Materiality of Related Party Transactions as per Regulation 23(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Policy for determining material subsidiary as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

26. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER

DETAILS:

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection,

Appointment, Remuneration and determine Directors Independence of Directors which inter-alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

The Nomination & Remuneration Policy is uploaded on the website of the Company i.e. www.fone4.in.

27. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Companys code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in exceptional cases.

The Whistle Blower Policy is uploaded on the website of the Company i.e. www.fone4.in.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED

PARTIES:

During the year, there were some transactions entered with related parties referred to in Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014. Form AOC-2 has been annexed to the Report as Annexure-II.

29. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2024-25, the Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013, therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

30. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the reporting period, the Company has no Subsidiary, associate or Joint Venture Company as on date.

Hence, provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

31. 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 period under review no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

32. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:

(a) That in the preparation of the annual accounts for the financial year ended 31^st March 2025 the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the company for the year review;

(c) That the directors had taken proper and sufficient care 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;

(d) That the directors had prepared the annual accounts for the financial year ended 31^st March, 2025 on a going concern basis;

(e) That 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

(f) That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

33. AUDITORS & AUDITORS REPORT

a) Statutory Auditor:

M/s Kapish Jain & Associates, Chartered Accountants (FRN 022743N), were appointed as the Statutory Auditors of the Company for a term of five (5) consecutive years at the Annual General Meeting held on 29^th December, 2022 at a remuneration plus applicable taxes and out-of-pocket expenses as may be decided by the Board of Directors from time to time.

Auditors Report

The Auditors Report for financial year ended March 31, 2025. All Observations, qualifications, disclaimer adverse remarks made in the Independent Auditors Report and Notes forming part of the Financial Statements are mentioned below along with the response of the management, and also, there is no incident of fraud requiring reporting by the auditors under Section 143(12) of the

Companies Act, 2013 during the year. The Auditors report is enclosed with the financial statements in this Auditors Report.

S. No.	Auditor Qualification	Management Response
1	Following qualification has been given by the Auditors in the audit report on Standalone Financial Statements of the Company: The confirmations regarding the closing balances of trade receivables, trade payables and loans & advances were not made available to us by the management in certain cases. Therefore, we are unable to comment on whether those balances, as shown in financial results, are correct or not.	In this regard we would like to apprise you of the fact that the management has conducted internal reconciliations and reviewed all relevant supporting documentation such as invoices, ledgers, payment records, and communications with counterparties which taking time therefore closing balance were not made available to Auditor.
2	Following qualification has been given by the Auditors in the audit report on Standalone Financia! Statements of the Company: The Company has registered under the Employees Provident Fund Act, 1952 and Employees State Insurance Act, 1948, however, the same has not been deducted and deposited on the eligible employees. The impact of the same is not ascertainable.	We would like to apprise you of the fact the number of employees in the Company had previously fallen below the minimum threshold required for applicability under the Act. Accordingly, the Company was not in compliance due to inapplicability of the said provisions at that time. However, we are currently in the process of ensuring compliance.
3	Following qualification has been given by the Auditors in the audit report on Standalone Financial Statements of the Company: The Company has not complied with the provision of Income Tax Act, 1961 ("IT Act") by failing to file the Income Tax Return ("ITR") under Section 139 of the IT Act and Tax Audit Report ("TAR") under Section 44AB of the IT Act for the assessment year 2022-23, 2023-24 and 2024-25. Accordingly, the Company shall be liable to pay the applicable penalties for non-filing of ITR and TAR as per provisions of the IT Act.	In this regard, we would like to apprise you that the Company is in the process of filing the Income Tax Return (ITR) under Section 139 of the Income-tax Act, 1961, and the Tax Audit Report (TAR) under Section 44AB of the Act for the Assessment Years 2022 23, 2023 24 and 2024-25.

b) Cost Auditors:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

c) Internal Auditors:

The Company has duly complied with the provisions of Section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act. In line with these requirements, the Board of Directors, at its meeting held on 31^st March, 2025, appointed Mr. Manoj Kukreekat John as an Internal Auditor for the Financial Year 2024-25.

d) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, at its meeting held on March 31, 2025, appointed M/s Amit Saxena, a Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year 2024 25.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31^st March, 2025, contain qualification, reservation or adverse remark. A copy of the Secretarial Audit Report (Form MR-3) as provided by the Company Secretary in Practice has been annexed to the Report.

34. ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return as on 31^st March, 2025 will be uploaded on website of the Company at www.fone4.in.

35. FAMILIARISATION PROGRAMMES

The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarisation programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarisation programme for Independent

Directors is disclosed on the Companys website www.fone4.in.

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Managements Discussion and Analysis Report for the year under review, as stipulated under

Regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report as "Annexure III".

37. CODE OF CONDUCT:

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

38. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT

WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. 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 which redresses complaints received on sexual harassment. During the year under review, the details of complaints pertaining to sexual harassment received are as follows:

No. of complaints of sexual harassment received in the year	Nil
No. of complaints disposed off during the year	Nil
No. of cases pending for more than ninety year	Nil

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE

INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

As there is no application made or pending under Insolvency and Bankruptcy Code, 2016, so there is no requirement to give details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

40. 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 REASONS THEREOF:

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and valuation done while taking the loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

41. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2014 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at "Annexure-IV".

42. RISK MANAGEMENT POLICY

The Board of Directors of the Company are of the view that currently no significant risk factors are present which may threaten the existence of the company. During the year, your Directors have an adequate risk management infrastructure in place capable of addressing those risks. The company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures periodically. The companys management systems, organizational structures, processes, standards, code of conduct and behaviour together form a complete and effective Risk Management System (RMS).

43. PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

44. MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

45. SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) whenever it has applicable. Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as and when they are made mandatory.

46. CAUTIONARY NOTE

The statements forming part of the Boards Report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

47. STATEMENT ON OTHER COMPLIANCES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items During the reporting period:

a. Details relating to deposits covered under Chapter V of the Act. b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise; c. Issue of shares (including sweat equity shares) to employees of the Company.

d. Neither the Managing Director nor any of the Whole-time Directors of the Company receive any remuneration or commission.;

48. WEBSITE OF THE COMPANY:

Your Company maintains a website www.fone4.in where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

49. ACKNOWLEDGEMENT:

The Directors regret the loss of life are deeply grateful and have immense respect for every person.

The Directors wish to convey their appreciation to all of the Companys employees for their contribution towards the Companys performance. The Directors would also like to thank the shareholders, employee unions, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.

Date: 29-08-2025		For & on behalf of
Place: Kerala	Fone4 Communications (India) Limited
	Sd/-	Sd/-
	Sayyed Hamid	Sayyed Imbichi Haris Sayyed
	Managing Director	Director
	DIN- 05167876	DIN- 08395581