3C IT Solutions & Telecoms (India) Ltd

To, The Members,

3C IT Solutions & Telecoms (India) Limited

The Directors of your Company are pleased to present their 9^th Annual Report on the business and operations of the Company along with the Audited Annual Financial Statements and the Auditors' Report thereon for the financial year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS:

The Financial Performance of the Company for the year ended 31^st March, 2024, as compared to the previous financial year is summarized as below:

(In Lakhs)

2. OPERATIONAL PERFORMANCE & FUTURE OUTLOOK:

During the year under review, the income of the Company is ? 2 ,983.84 Lakhs compared to ? 6,193.36 Lakhs in the previous year. The profit after tax for the year is ? 12.46 Lakhs as compared to ? 113.62 Lakhs in the previous year. During the year under review,

The Board of Directors is exploring various opportunities for increase in business including area of operations and new products. Board of Directors expects to achieve better turnover and profitability in coming year. The Company has not changed its nature of business during the financial year 2023-24.

3. INITIAL PUBLIC OFFERING: Your Directors are pleased to inform that, your Company completed the initial public offering of its equity shares ("IPO") by way of issue of 22,00,000 equity shares of face value of Rs. 5/- (Rupees Five Only) each at a price of ? 52/- Per Equity Share.

Pursuant to listing of equity shares on stock exchanges, your Company experiences the advantages of a strengthened brand name and the creation of a public market for its equity shares.

The IPO Offer opened on Tuesday, June 04, 2024 and closed on Friday, June 07, 2024. The IPO received an overwhelming response from all categories of investors and was subscribed by 35.87 times.

Post allotment in the IPO, the equity shares of your Company got listed and commenced trading on the BSE Limited (SME Platform) on June 12, 2024.

4. DIVINDEND:

Your directors regret not to propose dividend for the Financial Year ended on 31^st March, 2024.

5. TRANSFER TO RESERVES:

Pursuant to provisions of Section 134(1)(j) of the Companies Act 2013, the company has not proposed to transfer any amount to general reserve account of the company during the year under ended on 31^st March 2024.

6. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

During the year under review, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

7. CHANGE IN NATURE OF BUSINESS, IF ANY:

There were no changes in the nature of the Business of the Company during the year under review.

A) Authorized Capital:

During the year under review, the Company in its extra ordinary general meeting held on June 07, 2023 has increased its authorised share capital to Rs. 5,00,00,000/- (Rupees Five Crores Only) comprises 50,00,000 (Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each.

Further, the Company in its extra ordinary general meeting held on July 07, 2023 has Sub Divided its authorised share capital to Rs. 5,00,00,000/- (Rupees Five Crores Only) comprises 1,00,00,000 (One Crore) Equity Shares of Rs. 5/- (Rupees Five only) each.

B) Issued, Subscribed and Paid-up Capital:

During the year under review, the paid-up share capital of the Company has been increased to Rs. 2,16,00,000/- (Rupees Two Crore Sixteen Lakhs Only) consisting of 43,20,000 (Forty-Three Lakhs Twenty Thousand Only) equity shares of Rs. 5/- each (Rupees Five Only) as on March 31, 2023.

During the year under review, the Company in its extra ordinary general meeting held on June 07, 2023 has been issued Equity Share by way of Bonus Share Rs. 1,80,00,000/- (Rupees One Crore Eighty Lakhs only) out of the free reserves of the company by issue of 18,00,000 (Eighteen Lakhs) fully paid up equity shares having face value of Rs 10/- (Rupees Ten).

Further, subsequent to the year under review, pursuant to initial public offering of its equity shares ("IPO"), the company has allotted by way of issue of 22,00,000 equity shares of face value of Rs. 5/- (Rupees Five Only) each at a price of ? 52/- Per Equity Share.

The issued, subscribed and paid up share capital of the Company is Rs. 3,01,00,000/- consisting of 60,20,000 Equity Shares of face value of ? 5 /- each

Furthermore, the Company has not issued any shares with differential voting rights, has not bought back any shares, it has neither issued sweat equity shares and does not have any scheme to fund its employees to purchase the equity shares of the Company.

9. CONVERSION TO PUBLIC LIMITED COMPANY

During the year under review, the members of the Company in its extra ordinary general meeting held on July 27, 2023 has approved the conversion of Private Limited Company to Public Limited Company.

To give effect to the change in name of the Company, the Memorandum of Association and Article of Association have been altered accordingly.

Further, the Ministry of Corporate Affairs has approved the application for conversion and issued the fresh certificate of incorporation on August 14, 2023

10. FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

11. SUBSIDIARIES AND ASSOCIATES

Your Company does not have any Subsidiary and Associate Company.

12. BOARD OF DIRECTORS

As on March 31, 2024, the Board of Directors of your Company comprises of 06 (Six) Directors, of which 04 (Four) are Non-Executive Directors & 02 (Two) are Executive Directors. The constitution of the Board of the Company is in accordance with Section 149(6) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details are as follows:

a. Appointment / Cessation / Change in designation of Director during year under review:

The said appointment was also approved by the Shareholders of the Company at the Annual General Meeting of the Company held on September 25, 2023.

On the basis of the written representations received from the Directors, none of the above directors are disqualified under Section 164 (2) of the Companies Act, 2013 and are also not debarred by SEBI or any other Statutory authority for holding office of a Director.

13. KEY MANAGERIAL PERSONNEL

During the year under review and in accordance with the provisions of Section 203 of the Companies Act, 2013, the company have appointed Mrs. Gangarani Devi Mayengbam, as a Chief Financial Officer (CFO) and Ms. Laxmi Tiwari, as a Company Secretary & Compliance Officer of the Company in their Board Meeting held on August 16, 2023.

As on March 31, 2023, following are the Key Managerial Personnel of the Company:

14. DIRECTORS RETIRING BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the rules made there under, out of the total Directors, two-third of the Directors shall retire by rotation every year and if eligible, offer themselves for re-appointment at the Annual General Meeting (AGM).

Mrs. Gangarani Devi Mayengbam, Executive Director of the Company is liable to retire by rotation and he being eligible, has offered herself for reappointment at the ensuing Annual General Meeting of the Company.

The Board of Directors recommend her re-appointment and the matter is being placed for seeking approval of members at the ensuing Annual General Meeting of the Company. Pursuant to Regulation 36 of the SEBI (Listing Obligations Disclosures Requirements) Regulations, 2015 read with Secretarial Standards - 2 on General Meetings, brief details of Mrs. Gangarani Devi Mayengbam is provided as an Annexure to the Notice convening the 9^th Annual General Meeting.

15. DECLARATION OF INDEPENDENCE:

Pursuant to the provisions of Section 149, 152 of the Companies Act, 2013, read with Schedule IV and other applicable provisions, if any, and the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors are appointed for a term of 5 years and are not liable to retire by rotation.

Further, the Company has received the revised declarations from the Independent Directors confirming that they meet with the criteria of Independence as prescribed under the amended provisions of Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, the Independent Director of the Company had no pecuniary relationship or transactions with the Company, other than receiving the Sitting fees, Commission, if any, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

16. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

Pursuant to the SEBI Regulations, the Company has worked out a Familiarisation Programme for the Independent Directors, with a view to familiarise them with their role, rights and responsibilities in the Company, nature of Industry in which the Company operates, business model of the Company, etc.

Through the Familiarisation Programme, the Company apprises the Independent Directors about the business model, corporate strategy, business plans and operations of the Company. The Directors are also informed about

the financial performance, annual budgets, internal control system, statutory compliances etc. They are also familiarised with Company's vision, core values, ethics and corporate governance practices.

Details of Familiarisation Programme of Independent Directors with the Company are available on the website of the Company and can be accessed through the following weblink: www.3citsolutions.com

17. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015, the Board of Directors of your Company have carried out Annual Performance evaluation of:

(i) Their own performance as a whole;

(ii) Individual Directors Performance; and

(iii) Performance of all Committees of the Board for the Financial Year 2023-24.

The performance of the Board as a whole and of its committees was evaluated by the Board through structured questionnaire which covered various aspects such as the composition and quality, meetings and procedures, contribution to Board processes, effectiveness of the functions allocated, relationship with management, professional development, adequacy, appropriateness and timeliness of information etc. Taking into consideration the responses received from the Individual Directors to the questionnaire, performance of the Board and its Committees was evaluated. The Directors expressed their satisfaction with the evaluation process.

18. MEETINGS OF THE BOARD

During the year under review, the Board of Directors met 14 (Fourteen) times. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Further, the details of the Meetings of Board of Directors are as follows:

19. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the Financial year ended 31^st March, 2024 made under the provisions of Section 92(3) of the Act, and also considering

the amendment of Rule 12 of Companies (Management and Administration) Rules, 2014 by MCA, is available on the website of the Company and can be accessed through the following weblink : https://3citsolutions.com/financial/

20. LOANS, GUARANTEES AND INVESTMENTS:

Full particulars of investments, loans, guarantees and securities covered under Section 186 of the Companies Act 2013 provided during the financial year under review has been furnished in the Notes to Accounts which forms part of the financials of the Company.

i. Audit Committee:

Pursuant to provisions of the Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted an Audit Committee ("Audit Committee"). The Chairman of the Committee shall attend the Annual General Meeting of our Company to furnish clarifications to the shareholders in any matter relating to accounts.

Composition of Audit Committee

The Audit Committee met 2 (Two) times during the financial year ended 31^st March, 2024 on 10^th February, 2024 and 21^st February, 2024 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

Scope of Audit Committee:

1. Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees;

3. Approving payments to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

i) Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;

ii) Changes, if any, in accounting policies and practices and reasons for the same;

iii) Major accounting entries involving estimates based on the exercise of judgment by management;

iv) Significant adjustments made in the financial statements arising out of audit findings;

v) Compliance with listing and other legal requirements relating to financial statements;

vi) Disclosure of any related party transactions;

vii) Qualifications in the draft audit report.

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses/application of funds raised through an Offer (public Offer, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/notice and the report submitted by the monitoring agency, if any, monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the auditor's independence and performance, and effectiveness of audit process;

8. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

9. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

10. Discussion with internal auditors any significant findings and follow up there on;

11. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

12. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern;

13. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

14. To review the functioning of the Whistle Blower mechanism;

15. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate;

16. Approval or any subsequent modification of transactions of the Company with related parties;

17. Scrutiny of inter-corporate loans and investments;

18. Valuation of undertakings or assets of the Company, wherever it is necessary;

19. Evaluation of internal financial controls and risk management systems;

20. Review of management discussion and analysis report, management letters issued by the statutory auditors, etc;

21. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

22. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/ investments existing as on the date of coming into force of this provision.

23. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

audit committee shall have such additional functions/features as is contained in this clause.

Powers of Audit Committee: The Audit Committee shall have powers, including the following:

1. To investigate any activity within its terms of reference;

2. To seek information from any employee;

3. To obtain outside legal or other professional advice; and

4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

The Audit Committee shall mandatorily review the following information:

i) Management discussion and analysis of financial condition and results of operations;

ii) Statement of significant related party transactions (as defined by the audit committee), submitted by management;

iii) Management letters / letters of internal control weaknesses issued by the statutory auditors;

iv) Internal audit reports relating to internal control weaknesses; and

v) The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.

vi) Statement of deviations:

(a) half yearly statement of deviation(s) submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI ICDR Regulations.

(b) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI ICDR Regulations.

24. The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of the Committee, reasons for disagreement shall have to be incorporated in the minutes of the Board Meeting and the same has to be communicated to the shareholders. The Chairman of the committee has to attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit.

ii. Nomination and Remuneration Committee:

Pursuant to the provisions of the Section 178 of the Companies Act, 2013 and also to comply with Regulations of

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted Nomination and Remuneration Committee. ("NRC")

Composition of Nomination and Remuneration Committee

The Nomination and Remuneration Committee met One time during the financial year ended 31^st March 2024 on 21^st February, 2024 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

Terms of Reference: Set forth below are the terms of reference of our Nomination and Remuneration Committee.

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

i) Use the services of an external agencies, if required;

ii) Consider candidates from a wide range of backgrounds, having due regard to diversity; and

iii) Consider the time commitments of the candidates.

3. Formulation of criteria for evaluation of Independent Directors and the Board;

4. Devising a policy on Board diversity;

5. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;

6. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

7. Recommend to the board, all remuneration, in whatever form, payable to senior management.

The Remuneration Policy of the Company is available on the website of the Company at the link www.3citsolutions.com

iii. Corporate Social Responsibility Committee:

The Company does not fall under the purview of provisions of the Section 135 of the Companies Act, 2013 and However, the Board has constituted Corporate Social Responsibility Committee ("CSR Committee").

The Corporate Social Responsibility Committee met 1 (One) time during the financial year ended 31^st March, 2024 on 4^th October, 2023, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

Role of Corporate Social Responsibility Committee:

• Formulation of a corporate social responsibility policy to the Board, indicating the activities to be undertaken by the Company in areas or subject specified in the Companies Act, 2013. The activities should be within the list of permitted activities specified in the Companies Act, 2013 and the rules thereunder;

• Recommending the amount of expenditure to be incurred, amount to be at least 2% of the average net profit of the Company in the three immediately preceding financial years or where the Company has not completed the period of three financial years since its incorporation during such immediately preceding financial years;

• Instituting a transparent monitoring mechanism for implementation of the corporate social responsibility projects or programs or activities undertaken by the Company;

• Monitoring the corporate social responsibility policy from time to time and issuing necessary directions as required for proper implementation and timely completion of corporate social responsibility programmes;

• Identifying corporate social responsibility policy partners and corporate social responsibility policy programmes;

• Identifying and appointing the corporate social responsibility team of the Company including corporate social responsibility manager, wherever required; and performing such other duties and functions as the Board may require the Corporate Social Responsibility Committee to undertake to promote the corporate social responsibility activities of the Company or as may be required under applicable laws.

iv. Stakeholders Relationship Committee:

Pursuant to the provisions of the Section 178 of the Companies Act, 2013 and Regulations of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted a Stakeholders

Relationship Committee. ("SRC")

Composition of Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company did not convene any meetings during the financial year ended 31st March, 2024. This was due to the absence of any business that necessitated the Committee's attention, in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder.

The Committee continues to monitor and ensure that all stakeholder grievances and matters are effectively managed, though no specific issues arose that required formal meetings during this period.

The term of reference of Stakeholders Relationship Committee is as below:

1. Resolving the grievances of the security holders of the Company, including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.

2. Review of measures taken for effective exercise of voting rights by shareholders;

3. Review of adherence to the service standards adopted by the Company in respect of various services rendered by the registrar and share transfer agent;

4. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders ofthe Company; and

5. Formulate procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;

6. Approve, register, refuse to register transfer or transmission of shares and other securities;

7. Sub-divide, consolidate and or replace any share or other securities certificate(s) of the Company;

8. Allotment and listing of shares;

9. Authorize affixation of common seal of the Company;

10. Issue duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the Company;

11. Approve the transmission of shares or other securities arising as a result of death of the sole/any joint shareholder;

12. Dematerialize or rematerialize the issued shares;

13. Ensure proper and timely attendance and redressal of investor queries and grievances;

14. Carry out any other functions contained in the Companies Act, 2013 (including Section 178) and/or equity listing agreements (if applicable), as and when amended from time to time; and

15. Further delegate all or any of the power to any other employee(s), officer(s), representative(s), consultant(s), professional(s), or agent(s).

A. Statutory Auditors

During the year under review, M/s Kishorlal T. Gandhi, Chartered Accountants, has resigned on w.e.f June 1, 2024 as their firm is non-peer reviewed firm and Company was going for listing, further, CMRS and Associates LLP Chartered Accountants, were appointed as the statutory auditor of Company at an Extraordinary General Meeting held on June 1, 2024 and that they shall hold the office of the Statutory Auditors until the conclusion of the 9^th Annual General Meeting on such remunerations may be mutually agreed between the Board of Directors of the Company and the Auditors.

The Auditors Report for the Financial Year ended March 31, 2024, does not contain any qualification, reservation or adverse remark. Further, the Auditors have expressed an Unmodified Opinion on the Audited Financial Statements for the financial year ended March 31, 2024.

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013 the Statutory Auditor of the Company have Not reported any incident of fraud to the Audit during the year under review.

B. Secretarial Auditor and Secretarial Audit Report

As on March 31, 2024, the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable on the Company.

C. Internal Auditor

As on March 31, 2024, the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014 are not applicable to the Company.

Further, the Company has robust internal audit system for assessment of audit findings and its mitigation. The Internal Audit function covers inventory and stock, audit for project related accounts, corporate accounts etc.

D. Cost Audit and Maintenance of Cost Records

As on March 31, 2024, the provisions related to maintenance of Cost records as specified by the Central Government under Section 148 (1) of Companies Act, 2013 are not applicable to the Company.

23. RELATED PARTY TRANSACTIONS

The Board has formulated and adopted a Related Party Transactions Policy ("RPT Policy") for the purpose of identification, monitoring and reporting of related party transactions. The RPT Policy as approved by the Board is uploaded on the Company's website viz. https://3citsolutions.com/code-policies/

All the Related Party Transactions entered into during the financial year were entered in the Ordinary course of business and at an arm's length basis.

Further, none of these Contracts / Arrangements / Transactions with Related Parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required to be given in this regard. The details are disclosed in Form AOC-2 which is annexed as "Annexure 1".to this report.

24. RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy wherein all material risks faced by the Company are identified and assessed. The Risk Management Policy is available on the website of the Company and can be accessed through the following weblink: https://3citsolutions.com/risk-management-policy/

25. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has adequate internal financial controls. Further, the members of the Audit Committee interact with the Statutory Auditors and the management in dealing with matters within its terms of reference.

During the year, such controls were assessed to find out any weaknesses in them. Services of professional consultants were obtained to remove such weaknesses wherever required and ensuring that the internal financial controls are robust and are operating effectively.

The Company have maintained their accounting records in accordance with generally accepted accounting principles in India. This ensures that the financial statements reflect true and fair financial position of the Company.

The details of the internal financial control systems and their adequacy are included in a detailed manner in Management Discussions and Analysis Report, which is annexed as "Annexure 2". to this report

26. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

As on March 31, 2024, the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable to the Company.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

28. INDUSTRIAL RELATIONS

The Company's relations with all its employees remained cordial and satisfactory during the year under review.

29. PARTICULARS OF EMPLOYEES

The disclosure pertaining to remuneration and other details as required 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 is annexed to this Report as "Annexure 3".

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

30. CEO/CFO CERTIFICATION

The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation, 2015 not applicable on the Company as the Company is listed on the SME platform and the exemption is granted to the Companies listed on the SME platform under Regulation 15(2) of SEBI (LODR), Regulations, 2015.

Further member are requested to refer "Annexure 4" to the board Report for certificate.

31. INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the 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. Further the Directors and all the designated persons have confirmed that they have adhere to the code.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The disclosure of the information on conservation of energy, technology absorption etc. required to be made in terms of Section 134(3)(m) of the Act, read with Rule 8 of Companies (Accounts) Rules, 2014, being not applicable, is not given. There was no foreign exchange earnings and outgo during the year under review.

33. VIGIL MECHANISM/ WHISTLEBLOWER

The Company has in place a vigil mechanism as required under Section 177 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, for Director and employees to report their genuine concerns about unethical behaviour, actual or suspected fraud, or violation of the Company's code of conduct.

The Policy on Vigil Mechanism and Whistle blower is available on the website of the Company and can be accessed through the following weblink: https://3citsolutions.com/whistle-blower-policy/

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at the workplace.

During the year, there were no complaints were received. Further member are requested to refer "Annexure 5"

35. DEMATERIALIZATION OF SHARES

All the Shares of your Company are in Dematerialization mode. The ISIN of the Fully Paid-Up Equity Shares of your Company is INE0R7D01018.

36. GENERAL SHAREHOLDER INFORMATION

The Company is registered with the Registrar of Companies, Mumbai, Maharashtra. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is U72200PN2015PLC154459.

Annual General Meeting for FY 2023-24

37. SHARE TRANSFER SYSTEM Nomination Facility

Shareholders who hold shares in physical form and wish to make/ change a nomination in respect of their shares in the Company, as permitted under Section 72 of the Companies Act, 2013, may submit request to Registrar and Transfer Agent (RTA) the prescribed Forms SH-13/SH-14.

Shares held in Electronic Form

Shareholders holding shares in electronic form may please note that instructions regarding change of address, bank details, email address, nomination and power of attorney should be given directly to the Depository Participant (DP).

Shares held in Physical Form

As on 31^st March 2024, all the share held by the shareholders were in dematerialised form.

38. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company complies with all the applicable provisions of the same during the year under review.

39. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

A. In preparation of the Annual accounts for the year ended March 31, 2024; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

B. They have selected such accounting policies as mentioned in the notes to the Financial Statements and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the Statement of Affairs of the Company as at March 31, 2024 and of the Profit of the Company for the year ended on that date.

C. They have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

D. They have prepared the Annual accounts on a going concern basis;

E. They have laid down internal finance controls to be followed by the Company and such internal finance controls are adequate and operating effectively;

F. They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

40. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has devised systems, policies, procedures, frameworks for ensuring orderly and efficient conduct of its business, including adherence to Company's 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 and review by audit committee of the company.

41. REMUNERATION/ COMMISSION DRAWN FROM HOLDING/SUBSIDIARY COMPANY:

The Company does not have any Holding Company and Subsidiary Company.

42. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.

43. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds required to be transferred to Investor Education and Protection Fund (IEPF).

44. CODE OF CONDUCT:

According to Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Code of Conduct of the Company has been approved and adopted by the Board of Directors of the Company. All Board members and senior management personnel have affirmed the compliance with the code.

45. CORPORATE GOVERNANCE:

The Company being listed on the SME Platform of Bombay Stock Exchange is exempted from provisions of Corporate Governance as per Regulation 15 of the SEBI (LODR) Regulations, 2015. Hence the Company is not required to disclose information as covered under Para (C), (D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Hence no Corporate Governance Report is required to be annexed with Annual Report.

46. GENERAL

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 year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares and Employees Stock Options) to employees of the Company under any scheme.

3. Application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016, against the Company.

4. One-time settlement with any Bank or Financial Institution.

47. CAUTIONARY STATEMENT

The statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in a separate Section in this Report, describing the Company's objectives, projections, estimates and expectations may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

48. APPRECIATIONS

Your Directors acknowledge the valuable contribution of all its employees at all levels in the continuous growth of the Company and making it a dominant player in the market.

The Directors would also like to thank the Company's promoters, bankers, government authorities and business associates of the Company and other Stakeholders for their continued co-operation and support in the Company's growth and in its operations.

For and on behalf of Board of Directors of 3C IT Solutions & Telecoms (India) Limited

(Formerly known as 3C IT Solutions & Telecoms (India) Private Limited)