We have pleasure in presenting the 30thDirectors' Report on the business and operations of
the Company together with the Audited Financial Statements for the Financial Year ended
31st March, 2024.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance of the Company during the year has been as under:

(Rs. In Lakhs)

2. REVIEW OF OPERATIONS:

During the year under the review, the Company has recorded an Income of Rs. 11.20
Lakhs and profit of Rs. 0.39Lakhs as against the Income of Rs. 11.75Lakhs and Profit
of Rs. 0.44Lakhs in the previous Financial Year ending 31.03.2023.

3. BUSINESS UPDATE AND STATE OF COMPANY’S AFFAIRS:

The information on Company's affairs and related aspects is provided under
Management Discussion and Analysis report, which has been prepared, inter-alia, in
compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements) regulations, 2015 and forms part of this Report.

4. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

During the period under review and the date of Board's Report there was no change in
the nature of Business.

5. RESERVES:

During the year under review, the Company has transferred the Net Profit of Rs. 0.39
lakhs to Reserve and Surplus of the Company.

6. DIVIDEND:

Your Directors have decided not to recommend dividend for the Financial Year 2023¬
24.

7. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION
OF THE COMPANY:

There are no major material changes and commitments affecting the financial position
of the Company after the end of the Financial Year and up to date of this report.

8. SHARE CAPITAL:

During the year under review there has been no change in the share capital of the
Company.

The Authorised Share Capital of the Company as on 31.03.2024 is Rs. 6,00,00,000/-
divided into 60,00,000 Equity Shares of Rs. 10/- each. The Paid-up Share Capital of the
Company as on 31.03.2024 is Rs. 50,50,000/- divided into 5,05,000equity shares of
Rs.10/- each.

9. BOARD MEETINGS:

The Board of Directors duly met Five (05) times during the financial year from
01.04.2023 to 31.03.2024. The dates on which the meetings were held are 29.05.2023,
12.08.2023,14.11.2023, 18.12.2023and 12.02.2024.

ATTENDANCE OF DIRECTORS:

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given loans, Guarantees or made any investments attracting the
provision of Section 186 of the Companies Act, 2013 during the year under review.

11. RELATED PARTY TRANSACTIONS:

Our Company has formulated a policy on related party transactions which deals with
the review and approval of related party transactions.

There is no materially significant related party transactions made by the Company with
related parties during the year under review, hence no details are required to be
provided inForm AOC-2 as prescribed under Clause (h) of sub-section (3) of Section
134 of the Act and Rule 8 (2) of the Companies (Accounts) Rules, 2014.

12. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF
DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL:

Mr. Chellamani Pitchandi (DIN: 01256061) retires by rotation and being eligible offers
himself for re-appointment.

As required under regulation 36 (3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Regulations, 2015, brief particulars of the Directors
seeking appointment/re-appointment and Directors resigning are given as under:

13. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO
INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY)
OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

No Independent Directors were appointed during the period under review.

14. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules, 2014, the
Annual Return of the Company as on March 31,2024 is available on the website of the
Company: www.senthilinfo.com.

15. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL
POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The Company does not have any Subsidiary, Associate or Joint venture.

16. AUDITORS:

a. Statutory Auditors

M/s. GMN Rao & Co., Chartered Accountants, (Firm Registration Number 016126S),
were re-appointed as the Statutory Auditor of the Company to hold office for a period of
five consecutive years from the conclusion of the 28thAnnual General Meeting held in
2022, till the conclusion of the 33rdAnnual General Meeting to be held in 2027.
However they have tendered their resignation w.e.f. 31.10.2023 before the expiry of
their tenure. Subsequent to the Resignation M/s. M S P R & Co., Chartered
Accountants, Hyderabad (Firm Registration Number: 010152S) as the Statutory
Auditors of the Company to fill the Casual Vacancy.However the same was approved
by Shareholders through Postal Ballot.

Now it is proposed to appoint M S P R & Co., Chartered Accountants, as Statutory
Auditors of the Company for a period of five years starting from the conclusion of this
Annual General Meeting till the conclusion of 35th Annual General Meeting of the
Company to be held in the year 2029.

Further the Auditors have confirmed that they have subjected themselves to the peer
review process of Institute of Chartered Accountants of India (ICAI) and hold valid
certificate issued by the Peer Review Board of the ICAI.

Statutory Auditors Report

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the
year ended March 31, 2024 and has noted that the same does not have any
reservation, qualification or adverse remarks. However, the Board decided to further
strengthen the existing system and procedures to meet all kinds of challenges and
growth in the coming years.

b. Secretarial Auditor

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the Companies Act,
2013, the Board has appointed M/s. Nishant Darak &Associates, Practicing Company
Secretaries to undertake Secretarial Audit of the Company for Financial Year ending
31.03.2024. The report of the Secretarial Auditor is enclosed herewith vide
Annexure-1of this Report.

Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report for the Financial Year ended
31.03.2024 and has noted that the same has following reservation, qualification or adverse
remarks:

Annual Secretarial Compliance Report

Annual Secretarial Compliance Report is not applicable to the Company for financial year
ending 31.03.2024.

c. Cost Auditor

Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Act, are not applicable for the Company for the year
2023-24.

d. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies read with rules made there
under, the Board has appointed Ch. Krishna Reddy, Chartered Accountant, as Internal
Auditors of the Company.

17. DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.73, 74
& 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts)
Rules 2014, during the financial year under review.

18. COMMITTEES:

A. AUDIT COMMITTEE:

Brief Description of Terms of Reference: - The terms of reference of the Audit
Committee encompasses the requirements of Section 177 of Companies Act, 2013

and as per Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and, interalia, includes:

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

ii. Recommending the appointment and removal of External Auditors, fixation of audit fee
and approval for payment for any other services;

iii. Reviewing the utilization of loans and/ or advances from/investment by the holding
Company in the subsidiary exceeding Rs. 100 Crores 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.

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

v. Review with the management and statutory auditors of the annual financial statements
before submission to the Board with particular reference to:

(a) Matters required to be included in the Directors' responsibility statement to be included
in the Board's report in terms of clause (c) of sub-Section (3) of Section 134 of the Act;

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

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

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

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

(f) Disclosure of any related party transactions;

(g) Modified opinion(s) in the draft audit report;

vi. Review of the quarterly and half yearly financial results with the management before
submission to the Board for approval;

vii. Reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of
funds utilized for purposes other than those stated in the offer document / prospectus /
notice and the report submitted by the monitoring agency 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;

viii. Review and monitor statutory auditor's independence and performance and
effectiveness of audit process;

ix. Approval or any subsequent modification of transactions with related parties;

x. Scrutiny of inter-corporate loans and investments;

xi. Review of valuation of undertakings or assets of the Company wherever it is
necessary;

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

xiii. Review with the management, statutory auditors and the internal auditors about the
nature and scope of audits and of the adequacy of internal control systems;

xiv. 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;

xv. discussion with internal auditors of any significant findings and follow up there on;

xvi. 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;

xvii. 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;

xviii. Look into the reasons for any substantial defaults in payment to the depositors,
debenture-holders, shareholders (in case of non-payment of declared dividend) and
creditors, if any;

xix. Review the functioning of the whistle blower mechanism;

xx. Approval of appointment of Chief Financial Officer after assessing the qualifications,
experience and background, etc. of the candidate

xxi. Review of the following information:

(a) Management discussion and analysis of financial condition and results of operations;

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

(c) Internal audit reports relating to internal control weaknesses;

(d) The appointment, removal and terms of remuneration of the Chief Internal Auditor;

(e) Statement of deviations:

• Quarterly statement of deviation(s) including report of monitoring agency, if applicable,
submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

• Annual statement of funds utilized for purposes other than those stated in the offer
document/ prospectus in terms of Regulation 32(7) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

xxii. Carrying out any other function as may be referred to the Committee by the Board.

Authority to review / investigate into any matter covered by Section 177 of the
Companies Act, 2013 and matters specified in Part C of Schedule II of the Listing
Regulations.

During the financial year 2023-24, (4) Four meetings of the Audit Committee were held
on the 29.05.2023, 12.08.2023, 14.11.2023 and 12.02.2024.

The details of the composition of the Committee and attendance of the members at the
meetings are given below:

NED (I): Non-Executive Independent director
ED: Executive director

During the year, all recommendations of Audit Committee were approved by the Board of
Directors.

B. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (‘NRC') functions in accordance with
Section 178 of the Act, Regulation 19 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and its Charter adopted by the Board. The terms of
reference of the NRC includes:

To identify persons who are qualified to become Directors and who may be appointed in
senior management in accordance with the criteria laid down and to recommend to the
Board their appointment and /or removal.

b. Devising a policy on diversity of Board of Directors.

c. To formulate the criteria for determining qualifications, positive attributes and
independence of a director, and recommend to the Board a policy, relating to the
remuneration for the Directors, key managerial personnel and other employees.

d. 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:

o use the services of an external agencies, if required;

o consider candidates from a wide range of backgrounds, having due regard to diversity;
and

o consider the time commitments of the candidates.

e. To formulate the criteria for evaluation of performance of Independent Directors and
the Board.

f. 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.

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

During the financial year 2023-24, (1) Onemeeting of the Nomination & Remuneration

Committee meeting held on the 12.02.2024.

NED (I): Non-Executive Independent director
NED: Non-Executive director

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Terms of reference of the committee comprise of various matters provided under
Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and section 178 of the Companies Act, 2013 which inter-alia
include:

a) 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.

b) Proactively communicate and engage with stockholders including engaging with the
institutional shareholders at least once a year along with members of the

Committee/Board/ KMPs, as may be required and identifying actionable points for
implementation.

c) Review of measures taken for effective exercise of voting rights by shareholders;

d) Review of adherence to the service standards adopted by the Company in respect of
various services being rendered by the Registrar & Share Transfer Agent;

e) 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 of the company;

f) Such other matter as may be specified by the Board from time to time.

During the financial year 2023-24, (1) one meeting of the Stakeholders and Relationship

Committee meeting held on the 12.02.2024.

NED (I): Non-Executive Independent director
ED: Executive director

19. CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF CSR
COMMITTEE AND CONTENTS OF CSR POLICY):

Since your Company does not have net worth of Rs. 500 Crores or more or turnover of
Rs. 1000 Crores or more or a net profit of Rs. 5 Crores or more during the financial
year2022-23, section 135 of the Companies Act, 2013 relating to Corporate Social
Responsibility is not applicable and hence the Company need not to adopt any
Corporate Social Responsibility Policy.

20. INTERNAL AUDIT AND FINANCIAL CONTROLS:

The Company has adequate internal controls consistent with the nature of business
and size of the operations, to effectively provide for safety of its assets, reliability of
financial transactions with adequate checks and balances, adherence to applicable
statues, accounting policies, approval procedures and to ensure optimum use of
available resources. These systems are reviewed and improved on a regular basis. It
has a comprehensive budgetary control system to monitor revenue and expenditure
against approved budget on an ongoing basis.

21. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from all the Independent Directors of the
Company to the effect that they are meeting the criteria of independence as provided in
Sub-Section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of 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 terms of Regulations 25(8) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Independent Directors have confirmed that they
are not aware of any circumstance or situation, which exists or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship
or transactions with the Company, other than sitting fees, commission and
reimbursement of expenses incurred by them for the purpose of attending meetings of
the Board of Directors and Committee(s).

The separate meeting of Independent Director was held on 12.02.2024 in which all
three Independent Directors were present.

22. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized about the Company's operations and
businesses. Interaction with the Business heads and key executives of the Company is
also facilitated. Detailed presentations on important policies of the Company are also
made to the directors. Direct meetings with the Chairman are further facilitated to
familiarize the incumbent Director about the Company/its businesses and the group
practices.

23. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS /
TRIBUNALS:

There are no significant and material orders passed by the regulators /courts that
would impact the going concern status of the Company and its future operations.

24. CONSOLIDATED FINANCIAL STATEMENT:

Since the Company does not have any subsidiary or associate company there is no
requirement of preparing the Consolidated Financial Statements during the financial
year 2023-24 in accordance with relevant accounting standard issued by the Institute
of Chartered Accountants of India.

25. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

26. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”)
read with the relevant circulars and amendments thereto, the amount of dividend
remaining unpaid or unclaimed for a period of seven years from the due date is required
to be transferred to the Investor Education and Protection Fund (“IEPF”), constituted by
the Central Government.

During the year under review, no amount of dividend was unpaid or unclaimed for a
period of seven years and therefore no amount is required to be transferred to Investor
Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

27. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, is
provided hereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been
taken to conserve energy wherever possible by using energy efficient computers and
purchase of energy efficient equipment.

B. Research & Development and Technology Absorption:

a) Research and Development (R&D): NIL

b) Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

28. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company has adopted a whistle blower policy and has established the necessary
vigil mechanism for directors and employees in confirmation with Section 177 of the Act
and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, to facilitate reporting of the genuine concerns about unethical or
improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards against
victimization of directors and employees who avail of the mechanism and also provides
direct access to the Chairman of the Audit Committee. The said policy has been
uploaded on the website of the Company.

29. RISK MANAGEMENT POLICY:

Business Risk Evaluation and Management is an ongoing process within the
Organization. The Company has a robust risk management framework to identify,
monitor and minimize risks and also to identify business opportunities. As a process,
the risks associated with the business are identified and prioritized based on severity,
likelihood and effectiveness of current detection. Such risks are reviewed by the senior
management on a periodical basis.

30. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, pursuant to the SEBI ((LISTING
OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015)
Regulation provides an overview of the affairs of the Company, its legal status and
autonomy, business environment, mission & objectives, sectoral and operational
performance, strengths, opportunities, constraints, strategy and risks and concerns,
as well as human resource and internal control systems is appended as Annexure -
2for information of the Members.

31. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
mandated the formulation of certain policies for all listed companies. All the policies are
available on our website www.senthilinfo.com.

32. PARTICULARS OF REMUNERATION:

A table containing the particulars in accordance with the provisions of Section 197(12)
of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is appended as Annexure-4 to this Report.

A statement showing the names of the top ten employees in terms of remuneration
drawn and the name of every employee- they are only 2 employees in the Company
who are drawing salary.

During the year under review, none of the employees is drawing a remuneration of
Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per
month, the limits specified under the Section 197(12) of the Companies Act,2013 read
with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the
Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the
Companies Act, 2013 the ratio of remuneration Managing Director is nil as no
remuneration is being drawn.

33. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3) (c) and 134(5) of the Companies Act,
2013 and on the basis of explanation given by the executives of the Company and
subject to disclosures in the Annual Accounts of the Company from time to time, we
state as under:

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

b) That the Directors have selected such accounting policies and applied them
consistently and made judgment 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 or loss of the Company for that period;

c) That the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

d) That the Directors have prepared the annual accounts on a going concern basis;

e) That the Directors have lain down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and

f) That the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.

34. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB
SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT:

There have been no frauds reported by the auditor's u/s 143(12).

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

As per the requirement of the provisions of the sexual harassment of women at
workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made
thereunder, the Company has constituted Internal Complaints Committees as per
requirement of the Act which are responsible for redressal of complaints relating to
sexual harassment against woman at workplace. During the year under review, there
were no complaints pertaining to sexual harassment against womenpending at the
beginning of the year or received during the year.

36. BOARD EVALUATION:

The Company has adopted a formal mechanism for evaluation of the performance of
the Board, its committees and individual directors, including the Chairman of the
Board, in accordance with the requirement under the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and accordingly
evaluation of the performance of the Board and its Committees have been carried out
annually.

The evaluation is performed by the Board, Nomination and Remuneration Committee
and Independent Directors with specific focus on the performance and effective
functioning of the Board and Individual Directors.

In line with Securities and Exchange Board of India Circular No.
SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017 and the Companies
Amendment Act, 2017 the Company adopted the recommended criteria by Securities
and Exchange Board of India

The criteria for performance evaluation covers the areas relevant to the functioning of
the Board and Board Committees such as its composition, oversight and effectiveness,
performance, skills and structure etc.

37. SECRETARIAL STANDARDS:

The Company is in compliance with the applicable secretarial standards.

38. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following
activities except as mentioned:

a) Issue of sweat equity share: NA

b) Issue of shares with differential rights: NA

c) Issue of shares under employee's stock option scheme: NA

d) Disclosure on purchase by Company or giving of loans by it for purchase of its shares:
NA

e) Buy back shares: NA

f) Disclosure about revision: NA

g) Preferential Allotment of Shares: NA

39. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

During the year under review no Company has become its subsidiary, joint venture or
associate Company.

40. POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS’
INDEPENDENCE:

A. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration
Committee for identifying persons who are qualified to become Directors and to
determine the independence of Directors, in case of their appointment as independent
Directors of the Company.

B. Terms and References:

(i) “Director” means a director appointed to the Board of a Company.

(ii) “Nomination and Remuneration Committee means the committee constituted in
accordance with the provisions of Section 178 of the Companies Act, 2013 and reg. 19
of SEBI (Listing Obligation and Disclosure Requirement), Regulations, 2015.

(iii) “Independent Director” means a director referred to in sub-section (6) of Section 149 of
the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing obligations and
Disclosure Requirements) Regulations, 2015.

C. Policy:

a. Qualifications and criteria:

(i) The Nomination and Remuneration Committee, and the Board, shall review on annual
basis, appropriate skills, knowledge and experience required of the Board as a whole
and its individual members. The objective is to have a board with diverse background
and experience that are relevant for the Company's operations.

(ii) In evaluating the suitability of individual Board member, the NR Committee may take
into account factors, such as:

• General understanding of the company's business dynamics, global business and
social perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics, integrity and values;

• Willingness to devote sufficient time and energy in carrying out their duties and
responsibilities effectively.

(iii) The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the Companies Act, 2013;

• shall Endeavour to attend all Board Meeting and wherever he is appointed as a
Committee Member, the Committee Meeting;

• shall abide by the code of Conduct established by the company for Directors and senior
Management personnel;

• shall disclose his concern or interest in any company or companies or bodies
corporate, firms, or other association of individuals including his shareholding at the
first meeting of the Board in every financial year and thereafter whenever there is a
change in the disclosures already made;

• Such other requirements as may be prescribed, from time to time, under the
Companies Act, 2013, SEBI (Listing obligations and Disclosure Requirements)
Regulations, 2015and other relevant laws.

(iv) The Nomination & Remuneration Committee shall evaluate each individual with the
objective of having a group that best enables the success of the company's business.

b. Criteria of independence:

(i) The Nomination & Remuneration Committee shall assess the independence of
Directors at time of appointment/ re-appointment and the Board shall assess the same
annually.

(ii) The Board shall re-assess determinations of independence when any new interest or
relationships are disclosed by a Director.

(iii) The criteria of independence shall be in accordance with guidelines as laid down in
Companies Act, 2013 and reg. 16(1) (b) of the SEBI (Listing obligations and Disclosure
Requirements) Regulations, 2015.

(iv) The Independent Director shall abide by the “Code for Independent Directors “as
specified in Schedule IV to the companies Act, 2013.

c. Other Directorships/Committee Memberships:

(i) The Board members are expected to have adequate time and expertise and
experience to contribute to effective Board performance. Accordingly, members should
voluntarily limit their directorships in other listed public limited companies in such a way
that it does not interfere with their role as Director of the company. The NR Committee
shall take into account the nature of, and the time involved in a Director Service on
other Boards, in evaluating the suitability of the individual Director and making its
recommendations to the Board.

(ii) A Director shall not serve as director in more than 20 companies of which not more than
10 shall be public limited companies.

(iii) A Director shall not serve an independent Director in more than 7 listed companies and
not more than 3 listed companies in case he is serving as a whole-time Director in any
listed company.

(iv) A Director shall not be a member in more than 10 committee or act chairman of more
than5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and
stakeholder's relationship committee of all public limited companies, whether listed or
not, shall be included and all other companies including private limited companies,
foreign companies and companies under section 8 of the Companies Act, 2013 shall be
excluded.

41. REMUNERATION POLICY:

A. Scope:

This policy sets out the guiding principles for the Nomination and Remuneration
committee for recommending to the Board the remuneration of the directors, key
managerial personnel and other employees of the company.

B. Terms and Reference:

In this policy the following terms shall have the following meanings:

(i) “Director” means a director appointed to the Board of the company.

(ii) “Key managerial personnel” means

• The Chief Executive Office or the managing director or the manager;

• The company secretary;

• The whole-time director;

• The chief finance Officer; and

• Such other office as may be prescribed under the companies Act, 2013

(iii) “Nomination and Remuneration Committee” means the committee constituted by
Board in accordance with the provisions of section 178 of the companies Act,2013 and
reg. 19 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

1. Remuneration to Executive Director and Key Managerial Personnel:

(i) The Board on the recommendation of the Nomination and Remuneration (NR)
committee shall review and approve the remuneration payable to the Executive
Director of the company within the overall approved by the shareholders.

(ii) The Board on the recommendation of the NR committee shall also review and approve
the remuneration payable to the key managerial personnel of the company.

(iii) The Remuneration structure to the Executive Director and key managerial personnel
shall include the following components:

• Basic pay

• Perquisites and Allowances

• Commission (Applicable in case of Executive Directors)

• Retrial benefits

• Annual performance Bonus

(iv) The Annual plan and Objectives for Executive committee shall be reviewed by the NR
committee and Annual performance Bonus will be approved by the committee based
on the achievement against the Annual plan and Objectives.

2. Remuneration to Non-Executive Directors:

(i) The Board, on the recommendation of the Nomination and Remuneration Committee,
shall review and approve the remuneration payable to the Non-Executive Directors of
the Company within the overall limits approved by the shareholders as per provisions
of the Companies act.

(ii) Non-Executive Directors shall be entitled to sitting fees attending the meetings of the

Board and the Committees thereof. The Non-Executive Directors shall also be entitled
to profit related commission in addition to the sitting fees.

3. Remuneration to other employees:

Employees shall be assigned grades according to their qualifications and work
experience, competencies as well as their roles and responsibilities in the
organization. Individual remuneration shall be determined within the appropriate grade
and shall be based on various factors such as job profile skill sets, seniority, experience
and prevailing remuneration levels for equivalent jobs.

42. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2018. The Insider
Trading Policy of the Company lays down guidelines and procedures to be followed,
and disclosures to be made while dealing with shares of the Company, as well as the
consequences of violation. The policy has been formulated to regulate, monitor and
ensure reporting of deals by employees and to maintain the highest ethical standards
of dealing in Company securities. The Insider Trading Policy of the Company covering
code of practices and procedures for fair disclosure of unpublished price sensitive
information and code of conduct for the prevention of insider trading, is available on our
website: www.bhaskaragro.com.

43. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. The Company maintains appropriate
system of internal control, including monitoring procedures, to ensure that all assets
are safeguarded against loss from unauthorized use or disposition. Company policies,
guidelines and procedures provide for adequate checks and balances, and are meant
to ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been
noticed for inefficiency or inadequacy of such controls.

Further, details of internal financial control and its adequacy are included in the
Management Discussion and Analysis Report which forms part of this Report.

44. INSURANCE:

The properties and assets of your Company are adequately insured.

45. CREDIT & GUARANTEE FACILITIES:

During the year under review, the Company has not availed credit and guarantee
facilities.

46. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fully
committed to its social responsibility. The Company has been taking upmost care in

complying with all pollution control measures from time to time strictly as per the
directions of the Government.

We would like to place on record our appreciation for the efforts made by the
management and the keen interest shown by the Employees of your Company in this
regard.

47. CORPORATE GOVERNANCE:

Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth of
the Company is less than Rs. 25 Crores, Corporate Governance is Not Applicable.

48. CEO/ CFO CERTIFICATION:

The Managing Director and CFO certification of the Financial Statements for the
Financial Year 2023-2024 is annexed in this Annual Report as Annexure-5.

49. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND
FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken
from banks and financial institutions.

50. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

During the year under review, there were no applications filed for corporate insolvency
resolution process, by a financial or operational creditor or by the company itself under
the IBC before the NCLT or remained pending.

51. ACKNOWLEDGEMENTS:

Your directors wish to place on record their appreciation of the contribution made by the
employees at all levels, to the continued growth and prosperity of your Company. Your
directors also wish to place on record their appreciation of business constituents,
banks and other financial institutions and shareholders of the Company for their
continued support for the growth of the Company.

For and on behalf of the Board
Senthil Infotek Limited

Sd/- Sd/-

Chellamani Pitchandi Seethalakshmi Pitchandi
Place: Hyderabad Managing Director Director

Date: 03.09.2024 (DIN: 01256061) (DIN: 02779034)