Your Directors have pleasure in presenting the 30^th Annual Report with Audited Statements
of Accounts for the year ended 31^st March, 2024

FINANCIAL RESULTS:

The performance during the period ended March 31, 2024 has been as under:

Rs.

PERFORMANCE REVIEW:

During the year under review, overall performance of the Company was reasonable
considering to the sector and market conditions. The revenue of the Company was Rs.
773,325,475/- compared to Rs. 687,513,821/- in the previous year and the profit after tax
for the year increased to Rs. 32,87,464/- compared to profit of Rs. 29,81,785/- in the previous
year. The Company had achieved a significant increase in the profit as compared to the
previous year. The Company is striving towards quality up-gradation and cost reduction plans
for achieving greater stability and operation efficiency in the market.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business during Financial Year under review.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the
Company which occurred between the end of the Financial Year to which the Financial
Statements relate and the date of the report.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during
the Financial Year under review and as such no amount of principal or interest on public
deposit was outstanding as on the date of balance sheet.

APPROPRIATIONS:

Transfer to Reserves

The Company has transferred Rs. 32,87,464/- to Retained earnings during the Financial Year
under review.

Apart from above, no amounts were transferred to the reserves.

Dividend

Due to conservation of profits, the Company has not declared any dividend during the
FinancialYear under review.

CAPITAL OF THE COMPANY:

During the year under review, the Authorized Share Capital of the Company is
Rs.15,00,00,000/- (Rupees Fifteen Crore only) divided into 1,50,00,000 (One Crore and Fifty
Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each.

The Issued, Subscribed and Paid up Capital of the Company as on March 31, 2024 is
Rs.69,43,600/- (Sixty Nine Lakh Forty Three Thousand and Six Hundred only) divided into
6,94,360 (Six Lakh Ninety Four Thousand Three Hundred and Sixty) Equity Shares of Rs. 10/-
(Rupees Ten only) each.

The Company has not issued any shares with differential rights and hence no information as
per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share
Capital and Debenture) Rules, 2014 is furnished.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appropriate resolutions for the re-appointment of Directors are being placed before you for
your approval at the ensuing Annual General Meeting. The brief resume of the Directors and
other information have been detailed in the Notice. Your Directors recommend their re¬
appointment as Directors of your Company.

In accordance with the Companies Act, 2013 read with Articles of Association of the company,
the Director namely Mr. Rajesh Gandhi, who retires by rotation at the forthcoming Annual
General Meeting and being eligible, offers himself for re-appointment. Your Directors
recommend his re-appointment at the ensuing Annual General Meeting.

Mrs. Anita Chitturi resigned from the post of Managing Director of the Company with effect
from 10^th November, 2023.

The Board of Directors at their meeting held on 02.03.2024 took note of change in
designation of Mr. Prabhaker Reddy Aedla from Director to Managing Director w.e.f
01.03.2024.

Further, the Board of Directors has appointed Ms. Meenu Jain as Additional Director
(Independent) of the Company w.e.f 02.03.2024.

Ms. Namratha, resigned from the post of Company Secretary and Compliance Officer of the
Company w.e.f 14.03.2024 and Ms. Deepika Patel was appointed as the Company Secretary
and Compliance Officer w.e.f 01.04.2024

Further, there were no appointments and resignation of Directors and Key Managerial
Personnel apart from the above stated during the Financial Year under review.

MEETINGS:

During the year under review, the Board of Directors duly met 8 (Eight) times on 29/05/2023,
14/08/2023, 04/09/2023, 10/11/2023, 14/11/2023, 10/02/2024, 02/03/2024 and 14/03/2024
in respect of which meetings, proper notices were given and the proceedings were properly
recorded and signed in the Minutes Book maintained for the purpose.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

The Board has, on the recommendation of the Nomination & Remuneration committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration.

BOARD EVALUATION:

Your Company believes formal evaluation of the board and of the individual Directors, on an
annual basis, is a potentially effective way to respond to the demand for greater board

accountability and effectiveness. For the Company, evaluation provides an on-going means
for Directors to assess their individual and collective performance and effectiveness. In
addition to greater board accountability, evaluation of board members helps in;

a. More effective board process

b. Better collaboration and communication

c. Greater clarity with regard to member's roles and responsibilities

d. Improved Chairman - Directors and Board relations.

The evaluation process covers the following aspects:

-Self-evaluation of Directors

-Evaluation of the performance and effectiveness of the board
-Evaluation of the performance and effectiveness of the committees
-Feedback from the Non-Executive Directors to the chairman
-Feedback on management support to the board.

Pursuant to Section 178 of the Companies Act, 2013 the Nomination and Remuneration
Committee has evaluated the performance of individual directors in its duly convened
meeting.

Pursuant to Section 134 (3) (p) of the Companies Act, 2013 read with Regulation 4(2)(f)(ii)(9)
of SEBI (LODR) Regulations, 2015, the Board carried out an annual performance evaluation of
its own performance the directors individually as well as the evaluation of the working of its
Audit, Nomination & Remuneration and Compliance Committees.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under
section 149(7) of the Companies Act, 2013 that he meets the criteria of independence laid
down in Section 149(6) of the Companies Act, 2013, along with Rules framed thereunder and
along with the criteria of independence laid down under 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 Financial Year under review.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company shall through its Senior Managerial personnel familiarise the Independent
Directors with the strategy, operations and functions of the Company. The Independent
Directors will also be familiarised with their roles, rights and responsibilities and orientation
on Statutory Compliances as a Board Member.

On appointment of the Independent Directors, they will be asked to get familiarised about the
Company's operations and businesses. An Interaction with the key executives of the Company
is also facilitated to make them more familiar with the operations carried by the Company.

Detailed presentations on the business of the Company are also made to the Directors. Direct
meetings with the Chairman and the Whole-time Director are further facilitated for the new
appointee to familiarize him/her about the Company/its businesses and the group practices
as the case may be.

CONSTITUTION OF COMMITTEES:

A. AUDIT COMMITTEE:

The Audit Committee of the Company is constituted as per Section 177 of the Companies Act,
2013.

The Committee comprises of Three (3) members. The Committee had met four times during
the year and the necessary quorum was present for the meeting.

* Mrs. Anita Chitturi was member of Audit Committee till 10/11/2023, thereafter the Board of
Directors took note of her resigned from the post of Managing Director & Director of the
Company.

* Ms. Meenu Jain, Director was appointed as the member of Audit Committee w.e.f
02/03/2024.

B. NOMINATION & REMUNERATION COMMITTEE CUM COMPENSATION COMMITTEE:

The Nomination & Remuneration Committee cum Compensation Committee is duly
constituted as per Section 178 of the Companies Act, 2013.

The Committee comprises of Three (3) members and all the Directors are Non-Executive
Directors. During the year, the Committee had met Two (2) times and the necessary quorum
was present at the meeting.

* Mrs. Anita Chitturi was member of Audit Committee till 10/11/2023, thereafter the Board of
Directors took note of her resigned from the post of Managing Director & Director of the
Company.

* Ms. Meenu Jain, Independent Director was appointed as the member of Audit Committee
w.e.f 02/03/2024.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee is duly constituted as per the provisions of the
Companies Act, 2013.

The Committee comprises of Three (3) members and majority of the directors are Non¬
Executive Independent Directors. During the year, the Committee had met One (1) time and
the necessary quorum was present at the meeting.

* Mrs. Anita Chitturi was member of Audit Committee till 10/11/2023, thereafter the Board of
Directors took note of her resigned from the post of Managing Director & Director of the
Company.

* Mr. Prabhaker Reddy Aedla, Managing Director was appointed as the member of Audit
Committee w.e.f 01/03/2024.

RATIO OF REMUNERATION TO EACH DIRECTOR:

The details or remuneration pursuant to the provisions of Section 197(12) of the Companies
Act,2013 and Rule 5(1)(2) & (3) of the Companies (Appointment & Remuneration Rules,2014
are provided in “Annexure-A" to this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Particulars of every contract or arrangements entered into by the Company with related
parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including
certain arm's length transactions under third proviso thereto shall be disclosed in Form No.
AOC-2 as 'Annexure-B' to this report.

AUDITORS:

A. STATUTORY AUDITORS:

M/s. Sharad Chandra Toshniwal & Co., Chartered Accountants, Hyderabad were appointed as
Statutory Auditors for a period of 5 years at the Annual General Meeting held on 25/09/2023
and holds office till the conclusion of Annual General Meeting to be held in the year 2028.

Further the Auditors' Report is unmodified i.e. it does not contain any qualification,
reservation or adverse remark. The Auditor's Report is enclosed with the financial statements
in this annual report.

The Auditors' Report does not contain any qualification. Auditors' observations are suitably
explained in notes to the Accounts and are self-explanatory.

Details in Respect of Fraud reported by Auditors: During the period under review, no fraud
reported by Statutory Auditor's of the Company.

B. SECRETARIAL AUDITORS:

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board
has appointed M/s. Piyush Gandhi & Associates, Practicing Company Secretary as the
Secretarial Auditors of the Company and Secretarial Audit Report submitted is enclosed as
“Annexure-C" and "Annexure-D" to this report.

Auditors' observations are suitably explained in the Secretarial Audit Report and are self¬
explanatory

C. INTERNAL AUDITORS

M/s. V. Singhi & Associates, Chartered Accountants, performs the duties of internal auditors of the
company and their report is reviewed by the audit committee from time to time.

MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of
section 148 of the Companies Act, 2013, is not required by the company and hence such
accounts and records are not maintained.

BUSINESS RESPONSIBILITY REPORT (BRR):

Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August 13,
2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100 listed
entities based on their market capitalization on Bombay Stock Exchange Ltd and National
Stock Exchange of India Ltd as at March 31, 2012. In view of the requirements specified, the
Company is not mandated for the providing the BRR and hence do not form part of this
Report.

CORPORATE SOCIAL RESPONSIBILITY:

The provision w.r.t. Corporate Social Responsibility is not applicable to the Company.
Therefore, the Company has not constituted CSR committee during the year 2023-24.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given loans, Guarantees or made any investments during the year
under review.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company as on March
31, 2024.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND
COMPANYS' OPERTAION IN FUTURE:

No significant and material orders have been passed by the Regulators or Courts or Tribunals
impacting the going concern status and the Company's operations in future.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Risk Management Policy in place in the Company enables the Company to proactively
take care of the internal and external risks of the Company and ensures smooth business
operations.

The Company's risk management policy ensures that all its material risk exposures are
properly covered, all compliance risks are covered and the Company's business growth and
financial stability are assured. Board of Directors decide the policies and ensure their
implementation to ensure protection of Company from any type of risks.

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

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings
and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 are as follows:

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. TECHNOLOGY ABSORPTION:

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earnings : Rs. 39,57,33,146/-

Foreign Exchange Outgo : NIL

EXTRACT OF ANNUAL RETURN:

The copy of the Annual Return as on 31st March, 2024 pursuant to the provisions of Section
92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is
available on the website of the company and the same can be accessed at
https://www.seshachal.com

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The internal Financial Controls with reference to Financial Statements as designed and
implemented by the Company are adequate. During the year under review, no material or
serious observation has been received from the internal auditors of the Company for
inefficiency or inadequacy of such controls. 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.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the rules framed
there under and pursuant to the applicable provision of SEBI (Listing Obligations and
disclosure Requirements) Regulations, 2015, the Company has established a mechanism
through which all stake holders can report the suspected frauds and genuine grievances to
the appropriate authority. The Whistle blower policy which has been approved by the Board
of Directors of the Company has been hosted on the website of the Company viz
www.seshachal.com.

RISK MANAGEMENT POLICY:

The Risk Management Policy in place in the Company enables the Company to proactively
take care of the internal and external risks of the Company and ensures smooth business
operations.

CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (LODR) Regulations, 2015, the compliance with the corporate
governance provisions as specified in Regulations 17, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27
and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V
of SEBI (LODR) Regulations, 2015, shall not apply, in respect of - the listed entity having paid
up equity share capital not exceeding Rs. 10 Crore (Rupees Ten Crore only) and net worth not

exceeding Rs. 25 Crore (Rupees Twenty Five Crore only), as on the last day of the previous
financial year;

The Issued, Subscribed and Paid up Capital of the Company as on March 31, 2024 is
Rs.69,43,600/- (Sixty Nine Lakh Forty Three Thousand and Six Hundred only) divided into
6,94,360 (Six Lakh Ninety Four Thousand Three Hundred and Sixty) Equity Shares of Rs. 10/-
(Rupees Ten only) each.

i. As per the Audited Financial Statements of the Company as on 31.03.2024 (last day of
previous Financial Year), the paid-up equity share capital of the Company is Rs.
Rs.69,43,600/- (Sixty Nine Lakh Forty Three Thousand and Six Hundred only) and the net
worth is Rs. 1,39,80,354 (Rupees One Crore Thirty Nine Lakhs Eighty Thousand Three
Hundred and Fifty Four only).

ii. In view of the above, the Corporate Governance regulations are not applicable to the
Company.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report highlighting the industry structure and
developments, opportunities and threats, future outlook, risks and concerns etc. is furnished
separately as "Annexure-E".

LISTING ARRANGEMENTS:

Company's shares are presently listed on The Bombay Stock Exchange Limited & other details
are listed below:

LISTING FEES:

The equity shares of your company are listed on BSE Limited. The company confirms that it
has paid Annual Listing Fees due to BSE for the financial year 2023-24.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) and (5) of the Companies Act 2013, with
respect to Directors' Responsibility Statement, your board of Directors to the best of their
knowledge and ability confirm that:

a. In the preparation of the annual accounts for the Financial Year ended March 31, 2024,
the applicable accounting standards had been followed along with proper explanation
relating to material departures;

b. The Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that were reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the Financial Year and of the
profit or loss of the Company for the year under review;

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 have prepared the accounts for the Financial Year ended March 31, 2024 on
a 'going concern' basis;

e. The Directors laid down internal financial controls for the Company and such internal
financial controls are adequate and operating effectively; and

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

SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards as issued by ICSI (Institute of
Company Secretaries of India) and notified by Central Government have been duly followed
by the Company.

PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration as specified in Rule 5(2) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

EVENT BASED DISCLOSURES:

Issue of Equity Share: N.A

Issue of Shares with Differential Rights: N.A

Issue of Shares under Employee's Stock Option Scheme: N.A

Disclosure on Purchase by Company or giving of loans by it for purchase of its shares: N.A Buy
Buy Back of shares: N.A

Disclosure about revision: N.A Change of Name: N.A
Preferential Allotment of Share: N.A

INDUSTRIAL RELATIONS:

The Company enjoyed cordial relations with its employees during the year under review and
the Board appreciates the employees across the cadres for their dedicated service to the
Company, and looks forward to their continued support and higher level of productivity for

achieving the targets set for the future.

HUMAN RESOURCES:

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an
ongoing basis. Your Company thrust is on the promotion of talent internally through job
rotation and job enlargement.

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

The Company has in place a Sexual Harassment Policy in compliance with the requirements of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. The Company always endeavours to create and provide an environment that is free
from discrimination and harassment including sexual harassment. The Directors further states
that during the year under review, there were no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DETAILS OF APPLICATIONS MADE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

The company has neither made any application nor is any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

The above clause is not applicable to the company as the company has not taken any loan
from Banks or Financial Institutions during the year under review.

DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING DURING THE
YEAR 2023-24

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE
ACOUNT

As per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company hereby discloses the details of
unpaid/unclaimed dividend and the respective share thereof as follows:

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 and on behalf of the Board
Seshachal Technologies Limited

Sd/- Sd/-

Rajesh Gandhi Prabhaker Reddy Aedla

Director Managing Director & CFO

DIN: 02120813 DIN: 03627891

Place: Hyderabad
Date: 03.09.2024