The Directors have pleasure in presenting before you the 26th Director’s
Report of the Company together with the Audited Statements of Accounts for
the year ended March 31,2024. The Company’s performance is summarized
below:

1. Financial Summary/Highlights, Operations, State of Affairs: The
performance during the period ended March 31,2024

Year Ended (Amount in Lakhs

2. Review of operations:

The net loss for the financial year ending 31st March 2024 is Rs. 13.69
Lakhs as compared to the loss of Rs. 15.64 Lakhs in the previous
financial year ending 31 st March 2023.

3. Dividend:

Keeping the Company's revival plans in mind, your Directors have
decided not to recommend dividend for the financial year 2023-2024.

4. Transfer to reserves:

Since there is no surplus in Profit and Loss account, there is no transfer to
general reserve or any other reserve.

5. Material changes & commitment affecting the financial position of
the company:

There have been no material changes and commitments affecting the
financial position of the Company which have occurred during the end of
the Financial Year of the Company to which the financial statements
relate and the date of the report.

6. Significant & material orders passed by the regulators or courts or
tribunals:

No significant or material orders have been passed against the Company
by the Regulators, Courts orTribunals, which impacts the going concern
status and company’s operations in future.

7. Transferof Amounts to Investor Education and Protection:

During the year under review, the company does not have any amount of
unclaimed and unpaid dividend which is required to be transferred to the
I EPF.

8. Transfer of Unclaimed Shares to Investor Education and
Protection:

During the year under review, the company does not have any unclaimed
shares that are required to be transferred to the Demat Account of the
IEPF Authority.

9. Change in the nature of business, if any:

During the year under review, there has been no change in the nature of
business of the Company.

10. Deposits from public:

The Company has not accepted any public deposits during the Financial
Year ended March 31, 2024 and as such, no amount of principal or
interest on public deposits was outstanding as on the date of the balance
sheet.

During the year, Six (6) meetings of the Board of Directors of the
Company were convened and held in accordance with the provisions of
the Act. The Meetings were held on 03rd April 2023,29th May 2023, 14th
August 2023,30th August 2023,14th November 2023 and 14th February
2024. The maximum interval between any two meetings did not exceed
120 days.

Audit Committee

There were 5 (Five) meetings held on 29th May 2023, 14th August 2023,30th
August 2023, 14th November 2023 and 14th February 2024 during the
Financial Year 2023-2024

Following are the names of the members and the Chairperson of the
Committee:

Necessary quorum was present in all meetings. Mr. Santosh Reddy Sripathi,
Chairman of the Audit Committee attended the last Annual General Meeting
(AGM) of the Company.

The terms of reference to the Audit Committee cover the matter specified for
Audit Committee under Regulation 18 of SEBI Listing Regulations and
Section 177 (1) of the Companies Act, 2013 and SEBI Listing Regulations.

All the recommendations made by the Audit Committee of the Company have
been considered and accepted by the Board of Directors of the Company.

Nominations and Remuneration Committee

The Nomination and Remuneration Committee of the Board of Directors
meets the criteria laid down under section 178 of the Companies Act, 2013
read with the Regulation 19 of the SEBI Listing Regulations.

Two meetings of the Nomination and Remuneration Committee were held
during the year on 03rd April 2023 and 30th August 2023.

Following are the names of the members and the Chairman of the
Committee:

Pursuant to Section 134(3) of the Companies Act, 2013, the nomination and
remuneration policy of the Company which lays down the criteria for
determining qualifications, competencies, positive attributes and
independence for appointment of Directors and policies of the Company
relating to remuneration of Directors, KMP and other employees is available
on the Company’s website atwww.fgisindia.com.

Stakeholder Relationship Committee

The Stakeholder Relationship Committee (SRC) of the Board of Directors
meets the Criteria laid down under Section 178 of the Companies Act, 2013,
read with the Regulation 20 of the SEBI Listing Regulations.

There were 2 (Four) meetings held on 30th August 2023 and 14th February
2024 during the Financial Year2023-2024

The Committee focuses on shareholders’ grievances and strengthening of
investor relations. The committee looks after the services of the Registrars
and Share Transfer Agents and recommends measures for providing efficient
services to investors. The Committee specifically looks into investor
complaints like transfer/transmission/transposition of shares and other
related issues. There were no complaints pending for redressal as at 31st
March, 2024.

Following are the names of the members and the Chairperson of the
Committee.

The Independent Directors of the company have met separately on 14th
February 2024 inter-alia, reviewed the performance of the Chairman, Non
Executive Directors, Independent Directors, Non Independent Directors. The
Independent Directors in the said meeting also assessed the quality, quantity
and timeliness of flow of information between the Company Management and
the Board to effectively and reasonably perform its duties.

The Company has received declarations from all the Independent Directors
of the Company confirming that they meet with criteria of independence as
prescribed both under sub-section (6) of Section 149 of the Companies Act,
2013 and under Regulation 16 read with Regulation 25 of the Listing
Regulations.

The Independent Directors have also confirmed that they have complied with
Schedule IV of the Act and the Company’s Code of Conduct.

In terms of Regulations 25 of the Listing Regulations, 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
judgement 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).

12. Directors and key managerial personnel:

Following are the Directors and Key Managerial personnel of the
Comnanvason 31 st March 2024:

None of the Directors are disqualified from being appointed or holding office
as Directors, as stipulated underSection 164ofthe Companies Act, 2013.

Pursuant to provisions of Section 152 of the Companies Act, 2013 read with
the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr.
Srivenkata RamanaTammisetti- (DIN: 03195303) is liable to retire by rotation
at the ensuing 26th Annual General Meeting and being eligible, offers himself
for re-appointment to the office of Director.

In the board meeting held on 14th February 2023, Mr. Santosh Reddy Sripathi
as per the recommendation of the Nomination and Remuneration Committee
was appointed as an Additional Director (Independent Director category) for a
period of 5 years with effect from 14th February, 2023 up to 13th February
2028. Accordingly, his appointment as Director was regularized by the
members in the Annual General Meeting held on 29th September2023.

In the board meeting held on 03rd April 2023, Mr. Harshvardhan Barve,
Membership Number: A67961, as per the recommendation of the Nomination
and Remuneration Committee, was appointed as Company Secretary and
Compliance Officer (Key Managerial Personnel) of the Company with effect
from the 03rd April, 2023.

Pursuant to the provisions of regulation 36 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2
on General Meetings issued by ICSI, brief particulars of the directors
proposed to be appointed/ reappointed are provided as an annexure to the
notice convening theAGM.

13. Opinion of the board with regard to integrity, expertise and
experience (including the proficiency) of the independent directors
appointed during the year.

The Board of Directors have evaluated the Independent Directors
appointed during the year 2023-24 and opined that the integrity,
expertise, and experience (including proficiency ) of the Independent
Directors is satisfactory.

14. Board evaluation:

Pursuant to applicable provisions of the Companies Act, 2013 and the
Listing Regulations, the Board, in consultation with its Nomination &
Remuneration Committee, has formulated a framework containing, inter-
alia, the criteria for performance evaluation of the entire Board of the
Company, its Committees and individual Directors, including
Independent Directors. The framework is monitored, reviewed and
updated by the Board, in consultation with the Nomination and

Remuneration Committee, based on need and new compliance
requirements.

The annual performance evaluation of the Board, its Committees and
each Director has been carried out for the financial year 2023-24 in
accordance with the framework.

15. Corporate governance:

As per the provisions of 15(2) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“LODR Regulations”), the
compliances with corporate governance provisions as specified in
Regulations 17 to 27 are applicable to the Company only if it’s paid up
Capital exceeds Rs. 10 Crores and if Net worth is above Rs. 25 Crores.

The following are the Paid up Capital and Networth details of the Company

Hence, the compliance of provisions of Regulations 17 to 27 of SEBI (LODR)
Regulations are not applicable to the Company.

In light of the above, Corporate Governance Report is not applicable to the
Company during the period under review.

16. Management discussion and analysis report:

In terms of the provisions of Regulation 34 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management's discussion and
analysis is set out in this Annual Report.

17. Web Link of Annual Return, if any

Annual Return is hosted on website of the company.

18. Share Capital

During the year under review, there were no changes in the share capital
of the Company.

The Share Capital of the Company as on March 31,2024 was as follows:

The authorized capital of the company stands at Rs. 12,95,00,000/-
divided into 1,29,50,000 equity shares of Rs. 10/- each.

The Issued, Subscribed and Paid Up Capital of the company at Rs.
3,55,00,000/-divided into 35,50,000 equity shares of Rs. 10/- each.

19. Information about the financial performance / financial position of
the subsidiaries / associates:

The company does not have any subsidiaries/Associate companies as
on 31st March 2024.

20. Director’s responsibility statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of
directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting

standards have been followed and there are no material departures;

ii. the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial yearand of the profit of the Company
forthat period;

iii. the directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

iv. the directors had prepared the annual accounts on a going concern
basis;

v. the directors had laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and
operating effectively;

vi. the directors had devised propersystems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.

21. Internal auditors:

M/s Ganta & Co, Chartered Accountants (FRN: 018068S) is the Internal
Auditor of the Company.

22. Statutory audit and auditors’ report:

M/s. NSVR &Associates LLP, Chartered Accountants (Firm Registration
No. 008801S/S200060) was re-appointed as the Statutory auditors of
the company at the 23rd Annual General Meeting of the company to hold
office for a term of three years from the conclusion of 23rd Annual
General Meeting until the conclusion of 26th Annual General Meeting of
the Company. Accordingly, M/s. NSVR & Associates LLP is completing
their present term at the conclusion of the ensuing 26th AGM of the
Company.

Therefore, the Board of Directors of the Company, on basis of the
recommendations of the Audit Committee and after evaluating and
considering various parameters viz., capability, team size, experience,
clientele served, technical knowledge and independence, approved and
recommends to the members the appointment of M/s. Gorantla & Co,
Chartered Accountants (Firm Registration No. 016943S), as the
Statutory Auditors of the Company for the first term of 5(five) consecutive
years to hold office from the conclusion of 26th Annual General Meeting
until the conclusion of the 31 st Annual General Meeting.

M/s. Gorantla & Co, is a peer reviewed Chartered Accountancy Firm
registered with Institute of Chartered Accountants of India with (Firm
registration Number 016943S). The Firm specializing in Finance,
Accounting, Taxation and Assurance & Auditing, Corporate Law
Practices, set-forth with a zeal to cater to the Finance, Accounting,
Taxation and Corporate needs of clients in the emerging corporate arena
and to provide assurance, advisory, secretarial, tax and management
consulting services to clients.

Further, the firm have consented to their appointment as the Statutory
Auditors and have confirmed that the appointment, if made, would be
within the limits specified under Section 141 (3)(g) of the Act and that they
are not disqualified to be appointed as the Statutory Auditors in terms of
the provisions of Section 139 and 141 of the Act and the Rules framed
thereunder.

The Auditors’ Report for fiscal 2024 does not contain any qualification,
reservation or adverse remark. The Auditors' Report is enclosed with the
financial statements in this Annual Report. The Company has received
audit report with unmodified opinion for standalone audited financial
results of the Company forthe Financial Yearended March 31,2024 from
the statutory auditors of the Company.

23. Secretarial Auditor & Audit Report:

In terms of section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, based upon the recommendations of the Audit Committee,
the Board of Directors had appointed Ms. Neha Pamnani, Company
Secretary in Wholetime Practice, as the Secretarial Auditor of the
Company, for conducting the Secretarial Audit for financial year ended
March 31,2024.

The Secretarial Audit was carried out by Ms. Neha Pamnani, Company
Secretary in Wholetime Practice, for the financial year ended March 31,
2024. The Report given by the Secretarial Auditor is annexed herewith
and forms integral part of this Report.

The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark except the below:

The company has not been making payment of ACF from the financial
year 2015-2016, hence the benpose has been stopped by NSDL. Also
the trading is restricted due to GSM.

Management Reply:

The company in the process of completing the Compliances and settling
the amount dues to NSDLasap.

24. Secretarial standards:

The company is in compliance with Secretarial Standards issued by The
Institute of Company Secretaries of India on Meetings of the Board of
Directors and General Meetings.

25. No Frauds reported by statutory auditors

During the Financial Year 2023-2024, the Auditors have not reported any
matter under section 143(12) of the Companies Act, 2013, therefore no
detail is required to be disclosed under section 134(3) (ca) of the
CompaniesAct, 2013.

26. Conservation of energy, technology absorption and foreign
exchange outgo:

The required information as per Sec.134 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. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go: Foreign Exchange
Earnings: Rs. NIL Foreign Exchange Outgo: Rs. NIL

27. Corporate social Responsibility Policy:

The Company was not required to constitute Corporate Social
Responsibility (CSR) Committee as the company has not met any of the
thresholds mentioned in section 135 of the Companies Act, 2013 during
the financial year under review. Hence reporting about the policy on
Corporate Social Responsibility and initiative taken are not applicable to
the company.

28. Particulars of loans, guarantees or investments:

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

29. Listing Of Equity Shares

Your company shares are listed with the Bombay Stock Exchange of
India Limited.

30. Cost records and cost audit:

The company is not required to maintain cost records as specified by the
central government under sub section (1) of section 148 of the
CompaniesAct, 2013.

31. Disclosure of internal financial controls:

The Company has in place adequate internal control systems, which
commensurate with its size, nature of business and complexity of its
operations and are designed to provide a reasonable degree of
assurance regarding the effectiveness and efficiency of operations, the

adequacy of safeguard for assets, internal control over financial
reporting, and compliance with applicable laws and regulations. Internal
audit function evaluates the adequacy of and compliance with policies,
plans, regulatory and statutory requirements.

The Internal Auditors directly report to the Board’s Audit Committee, thus
ensuring the independence of the process. It also evaluates and
suggests improvement in effectiveness of risk management, controls
and governance process. The Audit committee and Board provides
necessary oversight and directions to the Internal audit function and
periodically reviews the findings and ensures corrective measures are
taken.

32. Risk management policy:

Your Company follows a comprehensive system of Risk Management.
Your Company has adopted a procedure for assessment and
minimization of probable risks. It ensures that all the risks are timely
defined and mitigated in accordance with the well-structured risk
management process.

33. Particulars of Employees & Employee relations:

Your Directors are pleased to record their sincere appreciation of the
contribution by the staff at all levels in the improved performance of the
Company.

None of the employees of your Company is in receipt of remuneration
requiring disclosure pursuant to the provisions of Section 134(3) (q) of
the Companies Act, 2013 read with Rule 5(2) the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Hence, no such particulars in this regard are annexed.

34. Industry based disclosures as mandated by the respective laws
governing the company:

The Secretarial audit report for the financial year 2023-24 has briefed on
compliance of industry-based disclosures and concerned laws
governing the company.

35. Vigil mechanism:

Vigil Mechanism Policy has been established by the Company for
directors and employees to report genuine concerns pursuant to the
provisions of section 177(9) & (10) of the Companies Act, 2013. The
same has been placed on the website of the Company.

36. Insider Trading Regulations

The Company has adopted an ‘Internal Code of Conduct for Regulating,
Monitoring and Reporting of Trades by Insiders (“the Code”) in
accordance with the SEBI (Prohibition of Insider Trading) Regulations,
2015 (The PIT Regulations). The Code is applicable to all Directors and
such Designated Employees and other connected persons who are
expected to have access to unpublished price sensitive information
relating to the Company. The Company Secretary is the Compliance
Officer for monitoring adherence to the SEBI (Prohibition of Insider
Trading) Regulations, 2015. The Company has also formulated The
Code of Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information (UPSI)' in compliance with the PIT
Regulations. This Code is displayed on the Company’s website
viz.www.fgisindia.com.

37. Declaration of Compliance of Code of Conduct:

The Company has adopted a Code of Business Conduct and Ethics (the
Code) which applies to all the employees and Directors of the Company.
Under the Code, it is the responsibility of all the employees and directors
to familiarize themselves with the code and comply with its standards and
that the Board of Directors and Senior Management Personnel of the
Company have affirmed compliance with the Code of Conduct of the
Company for the year 2023-24. A Declaration in this regard is herewith
attached with this annual report

38. Prevention of sexual harassment at workplace:

The Company has zero tolerance for sexual harassment at workplace
and has adopted a Policy on Prevention, Prohibition, and Redressal of
Sexual Harassment at workplace.

This is in line with provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH
Act’) and the Rules made thereunder. With the objective of providing a
safe working environment, all employees (permanent, contractual,
temporary, trainees) are covered under this Policy. The policy is available
on thewebsiteatwww.fgisindia.com.

As per the requirement of the POSH Act and Rules made thereunder, the
Company has constituted an Internal Committee at all its locations
known as the Prevention of Sexual Harassment (POSH) Committees, to
inquire and redress complaints received regarding sexual harassment.

During the year under review, there were no Complaints pertaining to
sexual harassment.

39. Particulars of contracts or arrangement with related parties:

The company does not have any transactions with related parties as falls
under the scope of Section 188(1) of the Act read with relevant rules.

40. 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:

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

b. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme referred to in this Report.

41. The details of application made or any proceeding pending under
the insolvency and bankruptcy code, 2016 (31 of 2016) during the
year alongwith their status as at the end of the financial year.

NotApplicable

42. 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 orfinancial institutions along with the reasons thereof

NotApplicable

43. Appreciation & acknowledgement:

Your Directors place on record their appreciation for the overwhelming
co-operation and assistance received from the investors, customers,
business associates, bankers, vendors, as well as regulatory and
governmental authorities. Your Directors also thanks the employees at
all levels, who through their dedication, co-operation, support and smart
work have enabled the company to achieve a moderate growth and is
determined to poise a rapid and remarkable growth in the year to come.

By order of the Board of Directors
For Fourth Generation Information Systems Limited

Sd/-

C. N. Somasekhara Reddy

Date: 31st August 2024 Managing Director

Place: Hyderabad DIN: 02441810