Your directors have pleasure in presenting the Annual Report together with the
Audited Statement of Accounts for the year ended on 31st March, 2024.

1) FINANCIAL RESULTS:

Financial Results of the Company for the year under review along with figures
for the previous year are as follows:

Amount in (Rs.)

2) DEPOSITS:

The Company has not accepted any deposit from public/shareholders in
accordance with Section 73 & 76 of the Companies Act, 2013 and, as such, no
amount on account of principal or interest on public deposits was outstanding
on the date of the Balance Sheet.

3) DIVIDEND:

The Board of Directors does not recommend any dividend due to loss incurred J;

during the financial year.

4) CHANGES IN SHARE CAPITAL: i

There has been no change in Share Capital of the company during the year.

5) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans or guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013, if any have been disclosed
in the financial statements.

6) STATE OF THE COMPANY'S AFFAIRS AND NATURE OF BUSINESS: i

The nature of business of the Company during the year remains unchanged.

7) TRANSFER TO RESERVES: i

No amount was transferred to Reserve and Surplus Account during the year, due to loss y
incurred by the company.

8) MATERIAL CHANGES AND COMMITEMENTS:

There have been no material changes and commitments during the year.

9) INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the Internal :Ý;

Auditors is subject to provisions of the Companies Act, 2013 and rules made
thereunder. To maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee of the Board and to the
Managing Director.

The Internal Audit Department monitors and evaluates the efficiency and y

adequacy of internal control system in the Company, its compliance with
J operating systems, accounting procedures and policies of the Company. Based

on the report of internal audit function, process owners undertake corrective
action in their respective areas and thereby strengthen the controls. Significant
audit observations and recommendations along with corrective actions thereon
are presented to the Audit Committee of the Board.

10) BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :

DIRECTORS: i

• There has been no change in the directors of the company during the
financial year.

• Mr. Mukesh Kumar (DIN: 06573251) retires by rotation and being
eligible offers himself for re-appointment. Your directors recommend
his re-appointment.

• Mr. Mukesh Kumar was re-appointed as the Managing Director of the
Company on 31^st July, 2024 for a further term of 5 years subject to the
approval of the members of the Company. Your director recommends his

; re-appointment. y

• The second tenure of Mr. Gaya Prasad Gupta and Mr. Anoop Srivastava,
Independent Directors of the Company, expires in the ensuing Annual
General Meeting. The Nomination and Remuneration Committee as well
as the board of directors recommends the shareholders the name of Mr. ;>

Gy an Singh and Mr. Yugank Gadi to be appointed as the Non-Executive
Independent Directors of the Company in this Annual General Meeting S

for their approval. :>

11) DECLARATION BY THE INDEPENDENT DIRECTORS OF THE

COMPANY: ;

Your Company has received declarations from all the Independent y

Directors of the Company confirming that they meet with the criteria of :>

independence as prescribed under sub-section (6) of Section 149 of the
Companies Act, 2013 and under Regulation 16 of Securities and Exchange : j

Board of India (Listing Obligations and Disclosure Requirements) :>

Regulations, 2015 and there has been no change in the circumstances from last
Financial Year which may affect their status as Independent Director during the (

year.As required under Regulation 36 of Securities and Exchange Board of :;

India (Listing Obligations and Disclosure Requirements) Regulations, 2015, k

the particulars of the Directors proposed for appointment/re-appointment j

has been given in the Notice of the Annual General Meeting. :>

12) KEY MANAGERIAL PERSONNEL:

There has not been any change in Key Managerial Personnel(s) during the k

financial year 2023-24.

13) BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of the Companies Act, 2013 read with rules made thereunder and
pursuant to the regulations of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs
from all the Directors on the basis of the criteria such as the Board composition
and structure, effectiveness of Board processes, information and functioning,
etc.

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

The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual directors on the basis of the
criteria such as the contribution of the individual director to the Board and
committee meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent Directors, performance of non¬
independent directors, performance of the board as a whole and performance
of the Chairman was evaluated, taking into account the views of executive
directors and non-executive directors. The same was discussed in the board
meeting that followed by the meeting of the independent Directors, at which
the performance of the Board, its committees and individual directors was also
discussed.

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, 4

to the best of their knowledge and ability, state the following:

a. that in the preparation of the annual accounts, the applicable accounting (

standards have been followed along with proper explanation relating to
material departures, if any;

b. that directors have selected such accounting policies and applied

consistently and judgements and estimates that are reasonable and prudent : j

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 loss of the Company for that period.

c. the Directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with provisions of this

Act for safeguarding the assets of the Company and for preventing and y

detecting fraud and other irregularities;

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

e. the Directors have laid down such internal financial controls that are

adequate and operating effectively; y

f. The Directors have devised systems to ensure compliance with the provisions

of all applicable laws and that such systems were adequate and operating : j

effectively. i

15) AUDITORS & AUDITOR'S REPORT:

M/ s Srivastava S & Co. Chartered Accountants (lCAI Firm Registration No.
015187C) were appointed as Statutory Auditors of the company for the period of
five years on the terms mutually agreed by the parties. The said auditor
conducted the audit of the Company for the financial year 2023-24.

The auditor's report for the financial year 2023-2024 does not contain any
qualifications, reservations or adverse remarks and Notes to the financial
statements referred in the Auditors Report are self-explanatory and therefore,
do not call for any comments under Section 134 of the Companies Act, 2013.

16) SECRETARIAL AUDITOR'S REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the
rules made thereunder, the Company had appointed M/s V. Agnihotri &
Associates, Practising Company Secretaries, Kanpur to undertake the
Secretarial Audit of the Company for the Financial Year 2023-24. The
Secretarial Audit Report for financial year 2023-24 is annexed, which forms
part of this report as Annexure-A.

17) RELATED TARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year,
if any were on arm's length basis and were in the ordinary course of the business.
Further, there were no materially significant transactions entered with related
party during the year by the Company. Since, there were no material
contracts/arrangements made during the year, and all such
contracts/arrangements were made in ordinary course of business and at arm's
length basis and details of such transactions have been given in financial

statements of the Company and this fact has been mentioned in attached /

Annexure-B in FORM AOC-2.

Details of all such contracts/ arrangements are available for inspection at the
Registered Office of the Company till ensuing Annual General Meeting and
if any, member is interested in inspecting the same, such member may write
to the Company Secretary in advance.

18) CODE OF CONDUCT: i

All the Members of the Board and all the employees of the Company have
followed the policy of Code of Conduct in the course of day-to-day k

business operations of the Company. The Code has been placed on the
Company's website www.cityonsystems.in.

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.

All the Board Members and the Senior Management personnel have confirmed
compliance with the Code.

19) SUBSIDIARIES, TOINT VENTURES OR ASSOCIATE COMPANIES: :

There are no Subsidiaries, Joint Ventures or Associate Companies.

• AUDIT COMMITTEE:

The Audit Committee comprises of following Directors namely:

The Audit Committee played an important role during the year. It coordinated
with the Statutory Auditors, Internal Auditors and other key Managerial
Personnel of the Company and has rendered guidance in the areas of internal
audit and control, finance and accounts. All the recommendations made by the
Audit Committee were accepted by the Board. Four meetings of the Audit
Committee were held during the year which are as follows: 27/05/2023,
22/08/2023, 07/11/2023 and 01/02/2024.All the members were present in the
all the meetings.

• STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Committee comprises of the following directors namely

The Committee has met once during the year on 27/05/2023, the Committee
overlook the usual requests received for Dematerialization,
transfer/transmission of shares and resolved or answered the complaints of
members.

• NOMINATION AND REMUNERATION COMMITTEE:

The Committee comprises of the following directors namely /

The Nomination and Remuneration Committee recommends to the Board the
suitability of candidates for appointment as Key Managerial Personnel,
Directors and the remuneration packages payable to them and other
employees. The Nomination and Remuneration met once during the year on
07/11/2023.

21) VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a Whistleblower Policy and Vigil Mechanism to
provide a framework for responsible and secure reporting of concerns about
unethical behavior, actual or suspected fraud, or violation of the Company's
Code of Conduct. This policy aims to protect employees who report such
concerns from unfair treatment and encourages them to raise issues without
fear of reprisal. Key aspects of the policy include:

• Confidentiality of the whistleblower's identity :

• Protection against victimization

• Direct access to the Chairperson of the Audit Committee in appropriate
cases

• Proper investigation and resolution of reported concerns

The Company is committed to maintaining the highest standards of ethical,
moral, and legal conduct, and this policy reinforces that commitment.

22) NUMBER OF MEETINGS OF THE BOARD:

Four meetings of the Board were held during the years which are as follows:
27/05/2023,2^/08/2023,07/11/2023 and 01/02/2024. The intervening gap between
the Meetings was within the period prescribed under the Companies Act, 2013.

Details of Director's attendance and other particulars are given below:

23) PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of conduct to Regulate, Monitor, and
Report the Trading by Designated Persons of Conduct for Prevention of
Insider Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires pre-clearance
for dealing in the Company's shares and prohibits the purchase or sale of
Company shares by the Directors and the designated employees while in
possession of unpublished price sensitive information in relation to the
Company. The Board is responsible for implementation of the Code. All
Board Directors and the designated employees have confirmed compliance
with the Code.

24) BUSINESS RISK MANAGEMENT:

The main identified risks at the Company are business operating risks. Your
Company has established a comprehensive business risk management policy
to ensure the risk to the Company's continued existence as a going concern
and to its development are identified and addressed on timely basis. Risk
management strategy as approved by the Board of Directors is implemented by
the Company Management.

25) CORPORATE SOCIAL RESPONSIBILITY STATEMENT:

Provisions relating to section 135 of the Companies Act 2013 of Corporate
Social Responsibility are not applicable on the Company.

26) PARTICULARS PURSUANT TO SECTION 197(12) OF THE COMPANIES
ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT
& REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO THE
PROVISIONS OF SECTION 197(12) OF THE COMPANIES ACT, 2013
READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT &
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Details pursuant to Rule 5(1) of the Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014 are as stated as under:-

A) Details of every employee of the Company as required pursuant to Rule
5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:¬
> Drawing salary of 1.02 Crore or above for the Year, if employed throughout
the year- NIL

> Drawing salary of 8.5 Lakhs p/m or above for a month, if employed for
part of the year- NIL

> Drawing salary more than the salary of MD and having 2% stake in the
Company- NIL

B) No Managing Director or Whole-Time Director of the Company is

receiving any commission from the Company as well as from the Holding
Company or Subsidiary Company of the Company. L

27) INDEPENDENT DIRECTORS MEETING:

The Independent Directors met on 22^nd August, 2023, without the attendance
of Non-Independent Directors and members of the Management. The
Independent Directors reviewed the performance of non-independent
directors and the Board as a whole; the performance of the Chairman of
the Company, taking into account the views of Executive Directors and
Non-Executive Directors and assessed the quality, quantity and timeliness of
flow of information between the Company Management and the Board that is
necessary for the Board to effectively and reasonably perform their duties.

28) ENERGY CONSERVATION, TECHNOEOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The information required under Section 134(3) (M) of the Companies Act, 2013

read with Rule 8(3) of The Companies (Accounts) Rules, 2014 is as under:- :

[A] CONSERVATION OF ENERGY

a) Energy Conservation Measures taken: The Company has taken all
measures for conservation of energy most economically.

b) The steps taken by the Company for utilizing alternate source of energy: - No
such steps have been taken by the Company.

c) The capital Investments on energy conservation equipment: - No such

investment has been made by the Company ;>

d) Impact of measures at (a) above for energy conservation: -These measures have
led to consumption of energy more economically.

1B1 TECHNOLOGY ABSORPTION i

Since there is no manufacturing activity in the Company hence the information
under this heading is not applicable to the Company.

rCl FOREIGN EXCHANGE EARNINGS AND OUTGO ’

During the year, there were no Foreign Exchange earnings and outgo.

29) CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION
AND ANALYSIS REPORT:

Pursuant to the provisions of Regulation 15 (2) (b) which is stated
hereunder:

"The compliance with the corporate governance provisions as specified in
regulations 17, [17A,] 18, 19, 20, 21,22, 23, 24,[24A,] 25, 26, 27and clauses
(b) to (i) [and (t)j of sub-regulation (2) of regulation 46 and para C, D and E
of Schedule V shall not apply, in respect of-

(b) [a] listed entity which has listed its specified securities on the SME
Exchange:

[Provided that for other listed entities which are not companies, but body
corporate or are subject to regulations under other statues, the provisions of
corporate governance provisions as specified in regulation 17, [17A,] 18, 19,

20, 21, 22, 23, 24, 59[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 shall apply to the
extent that it does not violate their respective statutes and guidelines or
: i directives issued by the relevant authorities.]

Since our company is listed on Innovators Growth Platform (erstwhile ITP)
of BSE SME Exchange. Therefore, the clauses of Corporate Governance is
not applicable on us however we have complied the provisions of Corporate
Governance as and when required for good corporate management
practices.

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

There were no such order passed by the Regulations or Courts or Tribunals
which may impact the going concern status and company's operations in
future.

31) DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN:

There were no complaints received during the financial year 2023-24 and hence
no complaint is outstanding as on 31.03.2024 for redressed. Further Company
ensures that there is a healthy and safe atmosphere for every women employee
at the workplace and made the necessary policies for safe and secure
environment for women employee.

32) DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER

SUB- SECTION (12) OF SECTION 143, IF ANY: ;

There is no such reporting by the auditor. /

33) MAINTENANCE OF COST RECORDS BY THE COMPANY: i

The provision relating to maintenance of Cost Records by the Company is not
applicable on the Company.

34) DETAILS OF APPLICATION MADE OR PROCEEDING FENDING :>

UNDER INSOLVENCY AND BANKRUPTCY CODE 2016: ’

During the year under review, there were no applications made or
proceedings pending in the name of the Company under the Insolvency and L

Bankruptcy Code, 2016.

35) DETAILS OF DIFFERENCE BETWEEN THE AMOUNTS OF THE

VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND i

THE VALUATION DONE WHITE TAKING LOAN FROM THE BANKS y

OR FINANCIAL INSTITUTIONS ALONG WITH REASON THEREOF

During the year under review, there has been no one time settlement of Loans. y

36) THE WEB ADDRESS, WHERE ANNUAL RETURN REFERRED TO IN

SUB-SECTION 131 OF SECTION 92 HAS BEEN PLACED i

The Annual Returns of the company for the previous financial years are
available at https://www.cityonsystems.in/general-4 for convenience of the
shareholders.

37) KEY FINANCIAL RATIOS FOR THE F.Y 2023-2024 AS COMPARED TO
F.Y 2022-2023

The Key Financial ratios for the financial year 2023-24 together with the the
ration of 2022-23 are given below;

38) ACKNOWLEDGEMENTS:

Your directors take this opportunity to extend their thanks to the customers,
business, partners, business associates and bankers of the Company for their
continued support during the year. The directors also sincerely acknowledge
the dedication and commitment of the employees of the company at all levels.

FOR CITYON SYSTEMS (INDIA) LIMITED

Sd/- Sd/-

Place: Delhi (Mukesh Kumar) (Gaya Prasad Gupta)

Date: 20.08.2024 Managing Director Director

DIN: 06573251 DIN: 0033530