Vivo Bio Tech Ltd Directors Report

Your Directors have great pleasure in presenting the 36^th Annual Report and the Audited Financial Statements (Standalone & Consolidated) for the Financial Year ended March 31,2023.

1. FINANCIAL HIGHLIGHTS: (Rs In Lakhs)

Particulars	Consolidated		Standalone
	2022-2023 2021-2022		2022-2023 2021-2022
Total Income	5,226.61	5,148.93	5,165.79	5,148.31
Profit before finance cost, Depreciation & Amortization, Taxation	2,153.78	1,591.21	2,152.21	1,590.85
Less: Finance Cost	765.13	399.33	765.13	399.33
Depreciation & Amortization Expenses	926.57	744.65	926.57	744.08
Profit Before Tax	462.08	447.23	460.54	447.39
Less: Tax Expenses	197.17	227.06	197.14	227.06
Profit After Tax	264.91	220.17	263.40	220.33

2. STATE OF AFFAIRS/COMPANYS

PERFORMANCE:

REVENUES:

The total income of the Company for the financial year 20222023 comprises operating revenues of Rs.5,165.79 Lakhs as against Rs.5,148.31 Lakhs in financial year 2021-2022.

PROFITS:

Profit before Tax (PBT) stood at H460.54 Lakhs as against Rs.447.39 Lakhs for the previous year. Profit after Tax (PAT) stood at Rs.263.40 Lakhs as against H220.33 Lakhs for the previous year.

3. OUTLOOK:

The financial year 2022-2023 witnessed a slight increase in revenues. We are planning for the growth momentum across our business segments in financial year 2023-2024. We will continue ramping up our investments in portfolio expansion to secure our future growth.

4. RESERVES AND SURPLUS:

During the year the Company has transferred an amount of H263.40 Lakhs to Reserves and Surplus.

5. DIVIDEND:

Your directors did not recommend any dividend on shares for the financial year 2022-2023.

6. CONSOLIDATED FINANCIAL RESULTS:

Pursuant to Regulation 33 of SEBI (LODR) Regulations, 2015 and the Companies Act, 2013, ("the Act"), the consolidated financial statements prepared as per Companies Act, 2013 and applicable Accounting Standards, duly audited forms part of the Annual Report.

As required under the provisions of section 129 of the Act, read with Rule 5 of Companies (Accounts) Rules, 2014, a statement showing the salient features of the financial statements of the subsidiaries, associates and joint ventures

in form AOC - 1 is enclosed as "ANNEXURE - A" to this Report.

The financial statements of the subsidiary companies will be made available to the members of the Company on request and will also be kept for inspection at the Registered Office of the Company.

7. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

The Company has the following four (4) Wholly Owned Subsidiaries:

i. Vivo Bio Labs Private Limited

ii. Vivo Bio Discovery Services Private Limited

iii. Surlogic Life Consultancy Private Limited

iv. Vivo Bio Consulting Services Private Limited

No Company ceased to be a Subsidiary of the Company during the year.

The Company does not have any Associates and Joint Ventures companies.

8. PERFORMANCE OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

As per Rule 8 of Companys (Accounts) Rules, 2014, the brief details on the financial performance of subsidiaries, associates and joint venture companies along with their contribution to the overall performance of the Company are given below:

i. VIVO BIO LABS PRIVATE LIMITED (VBLPL):

VBLPL, a Wholly Owned Subsidiary of the Company, earned total revenue of H14,37,539 for the year ended March 31,2023 and Profit after Tax was H45,950.

ii. VIVO BIO DISCOVERY SERVICES PRIVATE LIMITED (VBDSPL):

VBDSPL, a Wholly Owned Subsidiary of the Company, earned total revenue of H14,88,872 for the year ended March 31,2023 and Profit after Tax was H49,399.

iii. SURLOGIC LIFE CONSULTANCY PRIVATE LIMITED (SLCPL):

SLCPL, a Wholly Owned Subsidiary of the Company, earned total revenue of H15,88,052 for the year ended March 31,2023 and Profit after Tax was H34,644.

iv. VIVO BIO CONSULTING SERVICES PRIVATE LIMITED (VBCSPL):

VBCSPL, a Wholly Owned Subsidiary of the Company, earned total revenue of H15,67,572 for the year ended March 31,2023 and Profit after Tax was H21,064.

9. MATERIAL SUBSIDIARY:

The Company does not have any material subsidiary as per the thresholds laid down under the Listing Regulations.

The Company has adopted a policy for determining material subsidiary, in line with the requirements of the Listing Regulations. The Policy on Material Subsidiary is available on the website of the Company at http://www.vivobio.com/ policies.php.

10. BOARD AND COMMITTEES:

i. BOARD OF DIRECTORS:

Your Company is managed and controlled by a Board comprising an optimum blend of Executive and Non-Executive Directors. As on March 31, 2023, the Board of Directors comprises of seven (7) Directors consisting of three (3) Whole-Time Directors and four (4) Non-Executive Directors out of which three (3) are Independent Directors including one (1) Woman Director and one (1) of them is Chairman of the Company. The composition of the Board is in conformity with Regulation 17 of Listing Regulations and the relevant provisions of the Act. The Directors possess requisite qualifications and experience in general corporate management, strategy, finance, engineering, information technology and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.

ii. RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association, Mr. M. Kalyan Ram (DIN: 02012580), Director retires by rotation at the forthcoming Annual General Meeting and, being eligible offers himself for re-appointment.

The brief profile(s) of the director(s) seeking appointment/re-appointment at the ensuing Annual General Meeting are presented in the Annual Report.

iii. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that

they continue to meet the criteria of independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013 and under Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same were taken on record by the Board.

iv. REGISTRATION OF INDEPENDENT DIRECTORS IN INDEPENDENT DIRECTORS DATABANK:

All the Independent Directors of the Company have been registered and are members of Independent Directors Databank maintained by Indian Institute of Corporate Affairs (IICA).

v. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

On their appointment, Independent directors are familiarized about the Companys operations and business. Interaction with the Business Heads and key executives of the Company is also facilitated. Detailed Presentations on the business of each of the Processes are made to the directors. Direct Meetings with the Chairperson are further facilitated for the new appointee to familiarize about the Company/its businesses and the group practices.

Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Company shall familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes.

Accordingly, your Company arranged technical sessions to familiarize the Independent Directors, the details of which are disclosed on the website of the Company at http://www.vivobio.com/policies.php.

vi. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out evaluation of its own performance, the performance of Committees of the Board, namely Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee and also the Directors individually. The manner in which the evaluation was carried out and the process adopted has been mentioned out in the Corporate Governance Report.

vii. DIRECTORS RESPONSIBILITY STATEMENT:

As required pursuant to the provisions of Section 134(3) (c) and 134(5) of the Act , the Directors Responsibility Statement is enclosed as "ANNEXURE - B"to this Report and forms part of the Report.

viii. BOARD MEETINGS:

During the financial year 2022-2023, seven (7) Board Meetings were held, the details of which are given in the Corporate Governance Report. The further details on the meetings of Board, Committees, composition and the attendance of directors/members, and Meetings of Independent Directors are detailed in the Corporate Governance Report.

ix. COMMITTEES OF THE BOARD:

The details of the constitution of Committees of the board and their meetings thereof are detailed in the Corporate Governance Report.

x. KEY MANAGERIAL PERSONNEL:

The Key Managerial Personnel (KMP) of the Company as on March 31,2023 are -

a. Mr. M. Kalyan Ram, Whole Time Director,

b. Dr. Alangudi Sankaranarayanan, Whole Time Director

c. Mr. Sri Kalyan Kompella, Whole Time Director & CFO

d. Ms. Jyotika Aasat, Company Secretary

11. AUDIT AND AUDITORS:

i. STATUTORY AUDITORS AND THEIR REPORT:

P Murali & Co, Chartered Accountants were appointed as Statutory Auditors from the conclusion of 35^th Annual General Meeting held on September 28, 2022 until the conclusion of the 40^th Annual General Meeting of the Company to be held in the year 2027.

The Auditors Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer except that the Company had delayed payment of statutory dues as detailed in point vii (b) of Annexure A to Auditors report.

The observation made in the Auditors Report read together with relevant notes thereon are selfexplanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

ii. SECRETARIAL AUDITOR AND THEIR REPORT:

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 of Directors had appointed Mr. G. Vinay Babu, Practising Company Secretary, as Secretarial Auditor to undertake the Secretarial Audit of your Company for the financial year 2022-2023. The Report of the Secretarial Audit is annexed as "ANNEXURE - C".

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

In terms of Regulation 24A of the Listing Regulations, there is no material unlisted subsidiary incorporated

in India. Hence, there is no requirement of a secretarial audit for any of the Companys subsidiaries in India.

iii. COST AUDITOR AND MAINTENANCE OF COST RECORDS:

The maintenance of Cost Records as specified by Central Government under section 148(1) of Companies Act, 2013 is not applicable to the Company and accordingly the Company is not required to appoint a Cost Auditor for the financial year 2022-2023.

iv. INTERNAL AUDITOR:

In terms of Section 138 of the Companies Act, 2013 and the relevant Rules, LVS Prasad Rao & Associates, Chartered Accountants, Hyderabad, is the Internal Auditor of the Company. The Internal Auditor directly reports to the Audit Committee.

12. PARTICULARS OF EMPLOYEES:

A statement comprising the names of top 10 employees in terms of remuneration drawn and every persons employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. No employee was in receipt of remuneration more than the limit prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid information will be available for inspection by Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

13. DISCLOSURE OF REMUNERATION:

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as "ANNEXURE - D" and forms an integral part of this Report.

14. REMUNERATION POLICY:

On the recommendation of the Nomination and Remuneration Committee, the Board has, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Salient features of the Remuneration Policy are set out in the Corporate Governance Report. The Remuneration Policy is available on the Companys website at http://www.vivobio.com/policies.php.

15. DETAILS OF EMPLOYEE STOCK OPTION SCHEME:

Disclosures pursuant to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits)

Regulations, 2014 and a certificate issued by the Secretarial Auditor of the Company, pursuant to Regulation 13 of the Securities Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, is available on the website of the Company at www.vivobio.com.

16. GOVERNANCE POLICIES:

At Vivo, we strive to conduct our business and strengthen our relationships in a manner that is dignified, distinctive and responsible. We adhere to ethical standards to ensure integrity, transparency, independence and accountability in dealing with all stakeholders. Therefore, we have adopted various codes and policies to carry out our duties in an ethical manner. Some of these codes and policies are:

i. Code of Conduct

ii. Code of Conduct for Prohibition of Insider Trading

iii. Whistle Blower Policy

iv. Code of Conduct for Board of Directors and Officers of Senior Management

v. Policy for determining materiality for disclosure

vi. Document Retention and Archival Policy

vii. Sexual Harassment Policy

The link for accessing the above policies is http://www. vivobio.com/policies.php

17. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "Code of Business Conduct" which forms an Appendix to the Code.

The Code is available on Companys website in the following link: http://www.vivobio.com/policies.php.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

18. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities

by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code for the financial year.

Pursuant to the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, which is effective from April 01, 2019, the Board has formulated a Code of Conduct to regulate, monitor and report trading by insiders and the Board has also adopted a code of practices and procedures for fair disclosure of unpublished price sensitive information.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board. Whistle Blower Policy is posted on Companys website in the following link http:// www.vivobio.com/policies.php.

20. SEXUAL HARASSMENT POLICY:

The Company as required under the provisions of"The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013 has framed a policy on Prohibition, Prevention and Redressal of Sexual Harassment of women at workplace and matters connected therewith or incidental thereto. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy. During the financial year 20222023, no incidents of sexual harassment was reported.

21. RISK MANAGEMENT:

Currently, the Companys risk management approach comprises of the following:

i. Governance of Risk

ii. Identification of Risk

iii. Assessment and control of Risk

The risks are being identified by a detailed study. Senior Management are analyzing and working in mitigating them through co-ordination among the various departments.

Your Company puts in place the risk management framework, which helps to identify various risks cutting across its business lines. The risks are identified and are discussed by the representatives from various functions.

Presentation to the Board of Directors and the Audit Committee is made on risk management. The Board and the Audit Committee provides oversight and review the risk management policy periodically.

22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has in place adequate systems of internal control commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses, executing transactions with proper authorization and ensuring compliance of internal policies. The Company has a well-defined delegation of power and defined limits for approving revenue as well as capital expenditure. Processes for formulating and reviewing annual and long term business plans have been laid down to ensure adequacy of the control system, adherence to the management instructions and legal compliances.

23. RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Companys Promoters, Promoter Group, Directors, Senior Management Personnel or their relatives, which could have had a potential conflict with the interests of your Company. Please see the details of the same in form AOC-2 which is enclosed as "ANNEXURE - E"

Further all Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval for normal Company transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive in nature as well as for the normal Company transactions which cannot be foreseen and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee.

Your Directors have on the recommendations of the Audit Committee, adopted a policy to regulate transactions between your Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules made thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015. The Policy on Related Party Transaction is available on the Companys website at http:// www.vivobio.com/policies.php

None of the Directors had any pecuniary relationship or transactions with the Company, except the payments

made to them in the form of remuneration, sitting fee and commission.

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

The particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo, as prescribed under Sub-section (3)(m) of Section 134 of the Act, read with Companies (Accounts) Rules, 2014, are enclosed as "ANNEXURE - F" to this Report and form part thereof.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of section 135 and Schedule VII of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 made thereunder, is not applicable to the Company.

26. EXTRACT OF ANNUAL RETURN:

In accordance with Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2023, is available on the website of the Company at http://www.vivobio.com/annual returns. php

27. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements forming a part of this Annual report.

28. BANKS AND FINANCIAL INSTITUTIONS:

Your Company is prompt in making the payment of interest and repayment of loans to the financial institutions / banks. Banks and Financial Institutions continue their unstinted support in all aspects and the Board records its appreciation for the same.

There was no instance of one time settlement with any Bank/ Financial Institution.

29. PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014 and no amount of principal or interest was outstanding as on the Balance Sheet date.

30. TRANSFER OF UNCLAIMED DIVIDEND AND CORRESPONDING EQUITY SHARES:

Pursuant to the provisions of Companies Act, 2013, there is no unclaimed dividend amount due and corresponding equity shares for transfer to Investor Education and Protection Fund (IEPF).

31. HEALTH, SAFETY AND ENVIRONMENT:

The Company considers it is essential to protect the earth and limited natural resources as well as the health and wellbeing of every person.

The Company strives to achieve safety, health and environmental excellence in all aspects of its business activities. Acting responsibly with a focus on safety, health and the environment is a part of the Companys DNA.

32. MANAGEMENT DISCUSSION & ANALYSIS:

The Management Discussion and Analysis Report highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns, etc., is provided separately in the Annual Report and forms part of this Directors Report.

33. BUSINESS RESPONSIBILITY REPORT:

Pursuant to the Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Business Responsibility Report is not applicable to the Company for the financial year 2022-2023.

34. CORPORATE GOVERNANCE REPORT:

A separate report on Corporate Governance is enclosed as "ANNEXURE - G" as a part of the Annual Report along with the certificate from the Statutory Auditor on its compliance.

35. CEO AND CFO CERTIFICATION:

The annual certification given by the Whole Time Director and Chief Financial Officer of the Company is published in this Annual Report as "ANNEXURE - H".

36. ANNUAL SECRETARIAL COMPLIANCE REPORT:

A Secretarial Compliance Report for the financial year ended March 31, 2023, on compliance of all applicable SEBI Regulations and circulars / guidelines, issued by Mr. G. Vinay Babu, Practicing Company Secretary, was submitted to BSE Limited.

37. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business of your Company during the year under review.

38. LISTING AT STOCK EXCHANGES:

The equity shares of your Company continue to be listed and traded on the BSE Limited (BSE).

39. SHARE CAPITAL AND CHANGES IN CAPITAL STRUCTURE:

i. AUTHORIZED SHARE CAPITAL:

During the financial year under review, the Authorized Capital of the Company remained H20 Crores.

ii. PAID-UP SHARE CAPITAL:

The Paid-up Share Capital of the Company increased by H6,40,000 during the year consequent to the allotment of 6,13,000 equity shares of Rs.10/- each on exercise of 6,13,000 Convertible Warrants of Rs.10/- each issued to promoter group and 27,000 equity shares of H10/- each issued to the employees of the Company under ESOP Scheme 2016.

The Paid-up Share Capital of the Company as on March 31,2023 is Rs.14,90,35,200 divided into 1,49,03,520 Equity Shares of H10 each fully paid up..

Particulars	As at March 31, 2023		As at March 31, 2022
Equity Shares	Number of Shares	Amount in H	Number of Shares	Amount in H
(a) Authorized Share Capital:
Equity Shares of H10/-each	2,00,00,000	20,00,00,000	2,00,00,000	20,00,00,000
b) Issued, Subscribed and Fully Paid Up Share Capital:
Equity Shares of H10/- each	1,49,03,520	14,90,35,200	1,42,63,520	14,26,35,200

iii. RECONCILIATION OF SHARES OUTSTANDING AT THE BEGINNING AND AT THE END OF THE REPORTING PERIOD:

Particulars	As at March 31, 2023		As at March 31, 2022
Equity Shares	Number of Shares	Amount in H	Number of Shares	Amount in H
Shares outstanding at the beginning of the year	1,42,63,520	14,26,35,200	1,34,19,520	13,41,95,200

Add: Issued and Allotted during the year

a. Shares allotted under ESOP Scheme 2016	27,000	2,70,000	1,89,000	18,90,000
b. Shares allotted to promoter and promoter group on conversion of warrants	6,13,000	61,30,000	6,55,000	65,50,000
Total (a+b)	6,40,000	64,00,000	8,44,000	84,40,000
Less: Shares bought back during the year	Nil	Nil	Nil	Nil
Shares outstanding at the end of the year	1,49,03,520	14,90,35,200	1,42,63,520	14,26,35,200

iv. TERMS/RIGHTS AND RESTRICTIONS ATTACHED TO THE EQUITY SHARES:

The Company has only one class of Equity Shares having a face value of H10/-. Each Shareholder is eligible for one vote per every share held.

40. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operation in future.

41. REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made there under.

42. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

43. INSOLVENCY AND BANKRUPTCY CODE:

There are no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

44. OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

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

ii. Issue of shares (including sweat equity shares) to employees of your Company under any scheme save and except ESOS referred to in this Report.

iii. There were no material changes commitments affecting the financial position of your Company between the end of financial year and the date of this report.

45. CAUTIONARY STATEMENT:

Statements in this Boards Report and Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include Human Resources availability, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factor.

46. ACKNOWLEDGMENTS:

Your directors would like to place on record their appreciation of support, co-operation and assistance received from the Companys clients, Central Government and State Government authorities, bankers, shareholders and suppliers. The board wishes to convey its appreciation for hard work, solidarity, cooperation and support put in by the Companys employees at all levels in enabling such growth.

For and on behalf of the Board of Directors

Place: Hyderabad Dated: August 31, 2023

M. Kalyan Ram Whole Time Director DIN: 02012580

Sri Kalyan Kompella Whole Time Director & CFO DIN:03137506