Quadrant Televentures Ltd

Dear Shareholders,

Your Directors are pleased to present the 77^th (Seventy Seventh) Annual Report together with the Audited Accounts and Auditors Report for the Financial Year ended on 31^st March, 2024.

SUMMARY OF FINANCIAL RESULTS

The Company's financial results for the year ended 31^st March, 2024 is summarized below: -

FINANCIAL PERFORMANCE REVIEW/ STATE OF COMPANY'S AFFAIRS

The Company's operating revenue was Rs. 26945.65 Lakhs during the financial year 2023-24 against Rs. 39625.41 Lakhs for the financial year 2022-23 and also the Company have sustained an operating loss of Rs. 11368.89 Lakhs during the financial year 2023-24 against Rs. 10509.35 Lakhs for the financial year 2022-23.

Total expenses during 2023-24 have decreased significantly by 24% to Rs. 38794.56 Lakhs against Rs. 50802.58 Lakhs in the previous year.

BUSINESS OPERATIONS

Your Company holds Unified License (UL License) and ISP Licence Category-A (valid till 2035) for providing Telephony Services in the Punjab Telecom Service Area comprising of the State of Punjab, Union Territory of Chandigarh and Panchkula Town of Haryana.

Currently, the Portfolio of services provided by the Company includes Fixed Voice (Landline) services, DSL (Internet) services and Leased Line services in the Punjab Telecom Circle. The Company also operates in Bulk SMS segment.

The Company provides broadband services through its fiber optic cable laid across Punjab and the Company has also entered into co-location agreements.

As at 31.03.2024, the Company had a total subscriber base of 4.11 Lakhs customers.

CORPORATE DEBT RESTRUCTURING SCHEME (CDR SCHEME)

The Corporate Debt Restructuring Cell (CDR Cell) had vides its letter no. CDR(JCP)563/2009-10 dated August 13, 2009 approved a Corporate Debt Restructuring Package (CDR Package) for the company, in order to write off the losses and also to enable the company to service its debts.

Due to continuous losses and financial constraints, the Company has defaulted/delayed in the interest payments accrued towards Lenders on account of Secured Non-Convertible Debentures (NCDs) issued to Lenders as per CDR terms for the period ended March 31, 2024 till the date of signing of this report. Company has also defaulted in the repayment of principal amount of Secured NCDs and Cumulative Redeemable Preference Shares issued to Lenders as on March 31, 2024. The Company has also not been able to create Capital Redemption Reserve in terms of the provisions of Section 55 (2) (a) and (c) of the Companies Act 2013 since there are no profits available for the same.

However, the Company has fully squared off the fund based working capital limits during the previous financial year.

In meanwhile, on April 2, 2024 an application/petition has been filed under section 7 of Insolvency and Bankruptcy Code, 2016 ("IBC") by M/s IDBI Trusteeship Services Limited, Debenture Trustee acting on behalf of Lenders/financial Creditors, before the National Company Law Tribunal – Mumbai Bench ("NCLT, Mumbai") claiming a default of Rs.364,86,48,491.11/- and seeking initiation of Corporate Insolvency Resolution Process (CIRP) against the Company. The Application is under the process of admission at the time of signing of this Report.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of Business of the Company during the period under review.

EQUITY SHARE CAPITAL AND LISTING OF SHARES

The paid-up Equity share capital of the Company is Rs. 61,22,60,268/ - comprising of 61,22,60,268 equity shares of Re. 1/- each. The Company's shares are listed on BSE Limited and are actively traded.

The Company has not issued any new securities during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

The Hon'ble Supreme Court in its judgment on AGR vide dated September 1, 2020, reaffirmed that the demand raised by the DoT stated in its modification application as final and no dispute or reassessment shall be undertaken.

In addition, Hon'ble Supreme Court directed that the Telecom operators shall make a payment of 10% of the total dues as demanded by DoT, by March 31, 2021 and remaining dues in yearly installments commencing April 1, 2021 till March 31, 2031, payable by March 31 of every succeeding financial year.

In compliance of the said order of the Hon'ble Supreme Court, the Company has paid Rs. 1892.00 Lakh to DoT i.e 10% of the total dues, by way of adjustment from surplus / excess ISP License fee amounting to Rs. 2457.81 Lakh lying with DoT and assessed by DoT vide its letter dated 20-06-2017. Receipt of above payment of 10% of dues has also been confirmed by DoT in its affidavit dated 07-04-21 filed before Hon'ble Supreme Court.

The DoT has offered a relief package vide its letter dated October 14, 2021 to the Telecom Operators; offering a Moratorium period of 4 years for the payment of AGR related dues up to financial year 2016-17. Accordingly, the installment which becomes due on March 31, 2022 stands deferred till March 31, 2026. The Company has confirmed the acceptance of Moratorium period.

The DoT has offered another relief package vide its letter dated June 15, 2022 to the Company; offering a Moratorium period of 4 years towards AGR related dues for the financial year 2017-18 and 2018-19, as the period was not covered by the Judgment dated September 1, 2020 of Hon'ble Supreme Court. Accordingly, the payment of AGR dues for the financial year 2017-18 and 2018-19 shall become payable alongwith the dues of earlier Moratorium. The Company has confirmed the acceptance of this Moratorium period also.

MATERIAL CHANGES OCCURED BETWEEN THE DATE OF END OF THE FINANCIAL YEAR AND THE DATE OF THE BOARD REPORT

There were no material change occurred between the end of the financial year of the Company i.e. 31^st March 2024 and till the date of signing of this Report i.e. on August 10, 2024.

DIVIDEND

As on 31.03.2024, the Company had accumulated losses. Your Directors, therefore, have not recommended any dividend for the financial year 2023-24.

TRANSFER TO RESERVES

During the year under review, no amount has been transferred to reserves.

FIXED DEPOSITS

Your Company has not accepted / renewed any deposits within the meaning of Section 73 of the Companies Act, 2013 and as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

HUMAN RESOURCE DEVELOPMENT

Our human resource management focuses on allowing our employees to develop their skills and grow in their career. The Company's compensation and employee benefit practices are designed to be competitive in the respective geographies where we operate. Employee relations continue to be harmonious at all our locations. Professionals are our most important assets. The Company offers a dynamic work environment where its employees benefit from working with other innovators, driving meaningful change together, both for its customers and the Company. We are committed to hiring and retaining the best talent. For this, we focus on promoting a collaborative, transparent and participative organization culture, and rewarding merit and sustained high performance including shifting of Manpower from vendor roll to Company's roll to keep the junior manpower in high spirit. Moreover Company endeavors to shift junior employees from vendor's roll to the Company's roll to reduce the churn of the junior manpower of the Company

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

The Company, being in the telecommunications sector is not involved in carrying on any manufacturing activity; accordingly, the information required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with respect to Conservation of Energy, Technology Absorption are not applicable.

However, the following information would give adequate idea of the continuous efforts made by the Company in this regard:

(i) Energy Conservation:

(a) Electricity is used for the working of the Company's telephone exchanges and other network infrastructure equipment. The Company regularly reviews power consumption patterns across its network and implements requisite changes in the network or processes in order to optimize power consumption and thereby achieve cost savings.

(b) Reduction in the running of the Diesel Generator (DG) Sets during power cuts it its various sites.

(ii) Technology Absorption: The Company has not imported any technology. The Company has not yet established separate Research & Development facilities.

(iii) Foreign Exchange Earnings And Outgo:

During the year, there were no foreign exchange earnings; the total foreign exchange outgo was to the tune of Rs. 2.36 Lakhs, which was on account of availing of services.

ANNUAL RETURN

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at www.connectbroadband.in

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 (12) of Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is appended as Annexure-1 to the Board's Report.

Particulars of remuneration of employees required to be furnished in terms of Rules 5(2) and 5(3) of the said Rules, forms part of this Report, which shall be provided to Members upon written request pursuant to the second proviso of Rule 5. Particulars of remuneration of employees are available for inspection by Members at the registered office of the Company during business hours on all working days up to the date of the forthcoming AGM.

The remuneration paid to all Key Managerial Personnel is in accordance with remuneration policy adopted by the Company.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADQUECY

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013 and the Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (URL: https://www.connectbroadband.in/corporate-governance/).

RELATED PARTY TRANSACTIONS

In line with the requirements of Section 188 of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on Related Party Transactions and the same is posted on the Company's URL: https:/ /www.connectbroadband.in/corporate-governance/.

Information on transaction with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not provided since there are no transactions with related parties during financial year 2023-24, except payment of remuneration to the Chief Financial Officer and Company Secretary.

CORPORATE SOCIAL RESPONSIBILTY

In terms of the provisions of Section 135 read with Schedule VII and the Rules made thereunder, every Company having net-worth of Rs. 500 Crore or turnover of Rs.1,000 Crore or Net Profit of Rs.5 Crore is required to constitute Corporate Social Responsibility Committee. The Company does not meet any of the above criteria. As such the Company is not required to constitute Corporate Social Responsibility Committee and comply with the requirements of Section 135 read with Schedule VII and the Rules made thereunder.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to the provisions of Section 134 (3) (g) of the Companies Act 2013, particulars of Loans/guarantee/investments/securities given under Section 186 of the Act are given in the related notes to the Financial Statements forming part of the Annual Report.

BOARD EVALUATION

The Board has carried out an annual performance evaluation of its own performance, board committees, and individual Directors, based on parameters which, inter alia, include performance of the Board on deciding strategy, composition and structure of Board, discharging of their duties, handling critical issues etc. under the provisions of the Companies Act 2013 and SEBI Listing Regulations. The parameters for the performance evaluation of the Directors include contribution made at the Board meeting, attendance, experience, instances of sharing information on best practices applied in other industries, vision, strategy and engagement with senior management etc.

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

In a separate meeting held on February 9, 2024 of independent directors, performance of non-independent directors and the Board as a whole was evaluated, taking into account the views of non-executive/executive directors. All Directors participated in the evaluation process. The Board noted the suggestions/inputs of Independent Directors and recommendations arising from this entire process were deliberated upon by the Board to augment its effectiveness and optimize individual strengths of the Directors.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The familiarization programme adopted by the Company is posted on the website of the Company's URL: https:// www.connectbroadband.in/corporate-governance/.

REMUNERATION POLICY FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In terms of the provisions of Section 178(3) of the Act and under Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination & Remuneration Committee (NRC) is responsible for formulating the criteria for determining qualification, positive attributes and independence of Directors. The NRC is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees.

In line with this requirement, the Board has adopted the Policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees and the same has been disclosed in the Corporate Governance Report, which forms part of the Directors' Report. The same is also available on the Company's website URL: https://www.connectbroadband.in/corporate-governance/.

NUMBER OF MEETINGS OF THE BOARD

Four Meetings of the Board were held during the year. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report. Board confirms compliance with Secretarial Standards.

THE DETAILS OF DIRECTORS WHO WERE APPOINTED OR HAVE RESIGNED

In view of the withdrawal of the nomination of Mr. Jitendra Joshi as Nominee Director from the board of directors of the Company by the IDBI bank Limited, the Board of Directors has appointed Mr. Pramod Baburao Jagjeevan (DIN: 10729496) as an Additional Director (Non-executive Non-Independent Director), with effect from August 10, 2024.

Mr. Pritesh Lahoti (DIN: 08618393) will be completing his present term as Independent Director of the Company on November 7, 2024. On the recommendation of the Nomination & remuneration Committee and subject to the approval of the shareholders, the Board has approved his re-appointment as Independent Director for a further term of five consecutive years w.e.f. November 8, 2024 up to November 7, 2029.

Mr. Pritesh Lahoti fulfills the conditions specified under the Act and the Listing Regulations and is independent of the management. Accordingly, the Board recommends his re-appointment, for the approval of the members.

During the year, the non-executive director of the Company had no pecuniary relationship or transactions with the Company.

THE DETAILS OF KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

During the financial year, Mr. Munish Bansal, Chief Financial Officer of the Company had resigned and ceased to be the Chief Financial Officer of the Company with effect from November 8, 2023. In his place Mr. Anuj Ohri was appointed as the Chief Financial Officer of the Company with effect from November 8, 2023.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors of the Company confirming that they meet with the criteria of independence, as prescribed under section 149 of the Companies Act, 2013 read with sub-rule (3) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct. In the opinion of the Board the Independent Directors possess relevant expertise, experience, proficiency and integrity for the appointment as Independent Directors.

STATUTORY AUDITORS

M/s SGN & Co. was appointed as Statutory Auditor of the Company for a period of 5 years to hold office from the conclusion of the 72nd Annual General Meeting to the conclusion of 77th Annual General Meeting of the Company. Under the provisions of Section 139 of the Companies Act 2013 the retiring Statutory Auditor may be reappointed for one more term of 5 years.

The Board on the recommendation of Audit Committee has recommended the re-appoint M/s SGN & Co., Chartered Accountants (Firm Regn. No. 134565W) as Statutory Auditors of the Company from the conclusion of the ensuing Seventy Seventh (77th) Annual General Meeting of the Company until the conclusion of the Eighty Second (82nd) Annual General Meeting, Subject to the approval of the shareholders in the ensuing Annual General Meeting, on such remuneration as may be fixed by the Board of Directors of the Company in consultation with the Statutory Auditors.

COST AUDITOR

The Central Government had directed vide its order no. 52/26/CAB-2010 dated November 6, 2012 to conduct a Cost Audit in respect of the specified products viz., Telecommunication Industry.

The Board of Directors of the Company had appointed M/s Sanjay Gupta & Associates, as Cost Auditor of the Company for the financial year 2023-24. The Cost Auditors have submitted their report and the same shall be filed with the Registrar of the Companies within the specified timeline.

On the recommendation of Nominee Director of IDBI Bank Limited, the Board of Directors of the Company has accorded its approval for the appointment of M/s SDM & Associates, Cost Accountants, a new Cost Auditor of the Company, for the financial year commencing from April 1, 2024 and ending on March 31, 2025, subject to the approval of the Central Government, if any.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules, 2014, the remuneration payable to the Cost Auditor has to be ratified by the members of the Company. Accordingly, consent of the Members is sought by way of an Ordinary Resolution for ratification of the remuneration amounting to Rs. 90,000/- (Rupees Ninety Thousands Only) plus applicable service tax and out of pocket expenses payable to the Cost Auditors for financial year commencing on April 1, 2024.

In compliance with the provisions of the Companies (Cost Audit Report) Rules, 2011 and General Circular No. 15/2011 issued by Government of India, Ministry of Corporate Affairs, Cost Audit Branch, we hereby submit that, the Company has filed the Cost Audit Report for the financial year ended on March 31, 2023 with the Registrar of Companies within the prescribed timeline.

SECRETARIAL AUDITOR AND ANNUAL SECRETARIAL COMPLIANCE

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s BK Gupta & Associates (CP No. 5708:, FCS: 4590), Practicing Company Secretary to undertake the secretarial audit of the company for the financial year 2023-24. The Secretarial Auditor has submitted the Report on the Secretarial Audit conducted by him for the financial year 2023-24 which forms part of the Board's Report as Annexure-2.

The Board has again appointed M/s BK Gupta & Associates, Practicing Company Secretary to undertake the secretarial audit and to issue the Annual Secretarial Compliance Report pursuant to Regulations 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 of the Company for the financial year 2024-25.

In terms of Circular No. CIR/CFD/CMD1/27/2019, February 08, 2019, issued by Securities Exchange Board of India (SEBI) read with Regulations 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company has also submitted the Annual Secretarial Compliance Report for the financial year 2023-24 issued by M/s B. K. Gupta & Associates with the Stock Exchange within the stipulated timeline.

INTERNAL AUDITORS

M/s Ernst and Young, LLP perform the duties of internal auditors of the Company and their report is reviewed by the Audit Committee from time to time.

AUDIT COMMITTEE

In compliance with the provisions of Section 177 of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has constituted an Audit Committee. The composition, scope and powers of the Audit Committee together with details of meetings held during the year under review, forms part of the Corporate Governance Report.

The recommendations of the Audit Committee are accepted by the Board.

RISK MANAGEMENT POLICY

Risk Management Policy for monitoring and reviewing the risk management plan and ensuring its effectiveness has been formulated by the Company. The policy defines the risk management approach across the organization at various levels including documentation and reporting. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

The Board regularly reviews the significant risks and decisions that could have a material impact on the Company. These reviews consider the level of risk that Company is prepared to take in pursuit of the business strategy and the effectiveness of the management controls in place to mitigate the risk exposure.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

As of March 31, 2024, there were no amounts eligible for transfer to the Investor Education and Protection Fund (IEPF) of the Central Government, in terms of the provisions of Section 125 of the Companies Act, 2013.

SUBSIDIARY COMPANIES

As of March 31, 2024, the Company has no subsidiary company; hence the information in AOC-1 pursuant to the provisions of Section 129(3) of the Companies Act, 2013 is not applicable.

JOINT VENTURES/ASSOCIATE COMPANIES

As of March 31, 2024, the Company is an Associate Company of Quadrant Enterprises Private Limited. However, there are no Joint Ventures of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

As on March 31, 2024, the Company has no subsidiary Company and the consolidated financial statements has not been compiled. Hence, the provisions relating to consolidation of accounts is not applicable to the Company.

STATUTORY AUDITORS' REPORT

The Statutory Auditors of the Company, M/s. SGN & Co., Chartered Accountants, Mumbai as Statutory Auditors, have submitted the Auditors' Report which has the following observation on Standalone Financial Statements for the period ended March 31, 2024.

1) Auditors' Qualifications in the Standalone Auditor's Report Basis of Qualified Opinion:-

a) As stated in Note No. 40 of the financial statements, balances of some of the trade payable, other liabilities, advances and security deposits pertaining to erstwhile GSM business are subject to confirmations, reconciliation and adjustments, if any. The effect of the same is unascertainable, and hence the consequential cumulative effect thereof on net loss including other comprehensive income for the year, assets, liabilities and other equity is unascertainable.

b) We draw attention to note no. 41 of the financial statements, the Company has incurred a net loss of Rs. 11,396.77 Lakhs during the year and the accumulated losses as at March 31, 2024 amounted to Rs. 2,56,687.68 Lakhs, resulting in, the erosion of its net worth, its current liabilities material exceeds current assets, and all the NCD issued to consortium of financial creditors becomes due. Further the financial creditors had filed application before NCLT Mumbai under Insolvency and Bankruptcy code 2016 on 2nd April 2024, these event and conditions indicate material uncertainty exists that may cast significant doubt on the ability of the Company to continue as a going concern.

However, the accounts of the Company have been prepared on a going concern for the factors stated in the aforesaid note. We however not obtain sufficient and appropriate audit evidence regarding management's use of the going concern assumption in the preparation of the financial statements of the Company and with the events and conditions more explained in the Note no. 41 of the financial statements does not adequately support the use of going concern assumption in preparation of the financial statements of the Company.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effect of the matter described in the Basis for qualified Opinion in paragraph 2 below, the aforesaid financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, its loss including other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Management's Explanations to the Auditor's Qualification in the Standalone Auditor's Report

a) The Company is in process of reconciliation / adjustments, if any, on its balances of some of the trade payable, other liabilities, advances and security deposits pertaining to erstwhile GSM business. The requisite accounting effect, if any, will be given upon such reconciliation. The management however doesn't expect any material variances.

b) The accumulated losses of the Company as at March 31, 2024 are more than fifty percent of its net worth as at that date. The losses are due to declining / Competitive market of the fixed line business and high operating costs. The Company is confident of generating cash flows from continue business operations through increasing subscriber' base and ARPU as well as through restructuring of bank loans along with the support of other stakeholders and the application filed under Insolvency and Bankruptcy code 2016 is under scrutiny not admitted. In view of the above, the accounts of the Company have been prepared on a going concern basis.

2) Auditors' Observation in the Annexure to the Standalone Auditor's Report

Point No. IX (a) of the Annexure to Auditor's Report which summarizes the basis of Qualification

According to the information and explanations given to us and based on the audit procedures performed by us, the Company has defaulted in repayment of loans (including accrued interest on default amount) to bank/debenture holders as follows:

Further, amount defaulted during the year and paid before the Balance Sheet date are as under:-

Management's Explanations to Auditors' observation in the Annexure to the Standalone Auditor's Report

Due to continuous losses and financial constraints, the Company has defaulted/ delayed the interest payments accrued towards Lenders on account of Secured Non-Convertible Debentures (NCDs) issued to the Lenders as per CDR terms for the period ended March 31, 2024 and principal repayment of Secured NCDs accrued for the period ended March 31, 2024 and till the date of signing of this report.

DETAILS OF FRAUD REPORTED BY AUDITOR

No fraud is reported by auditors under section 143(12) of Companies Act 2013.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Policy on prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and has constituted the Internal Complaints Committee to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review the Committee/ Management has not received any complaint related to Sexual Harassment.

POLICY ON PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has framed a) Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders and b) Code of Fair Disclosure. The Company's Code, inter alia, prohibits purchase and/or sale of shares of the Company by an insider, while in possession of unpublished price sensitive information in relation to the Company and also during certain prohibited periods. Both the Codes are available at the website of the Company.

CORPORATE GOVERNANCE

The Report on Corporate Governance as required under Regulation 34 read with Schedule V of the SEBI Listing Regulations, 2015, forms part of this Annual Report together with the Management Discussion and Analysis Report. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders and maintaining high standards of

Corporate Governance has been fundamental to the business of your Company. Corporate Governance Compliance Certificate pursuant to the requirements of Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also forms part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The Directors has selected such accounting policies and applied consistently and have made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit and loss of the Company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively;

(f) 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.

APPLICATION/PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

An application/petition has been filed under section 7 of Insolvency and Bankruptcy Code, 2016 ("IBC") by M/s IDBI Trusteeship Services Limited, Debenture Trustee acting on behalf of Lenders/ financial Creditors, before the National Company Law Tribunal, Mumbai Bench for seeking initiation of Corporate Insolvency Resolution Process (CIRP) against the Company on April 2, 2024. The Application is under the process of admission at the time of signing of this Report.

ONE TIME SETTLEMENT WITH ANY BANK

There was no one time settlement with any Bank.

ACKNOWLEDGEMENTS

The Directors place sincere appreciation to the Company's employees, customers, vendors, investors and partners for their continuous support. The Directors also thank the Department of Telecommunications, Financial Institutions, Banks, Lenders and the various Central and State Government Departments, Business Associates, Shareholders and Subscribers.

The Directors also extend their deep appreciation to the employees for their continuing support and unstinting efforts in ensuring an excellent all-round operational performance.