Your Directors have pleasure in presenting the 32^nd Annual Report together with the Audited Accounts of
the Company for the year ended 31^st March 2024.

FINANCIAL SUMMARY (Amt. in Lakhs)

COMPANY PERFORMANCE:

During the financial year under review, your Company has achieved Total income of Rs. 38.60 Lakhs as
against the previous year Income of Rs. 27.43 Lakhs and recorded Net Profit of Rs. Lakhs 2.67 for
financial year 2023-24 when compared to a Net Profit of Rs. 2.24 Lakhs/- during the previous year.

SHARE CAPITAL :

The Paid Up equity share capital of the Company as on 31st March, 2024, is Rs. 3,10,00,000/- During the
year under review, the Company has not issued shares with Differential Voting Rights, Sweat Equity
Shares or Employee Stock Options, not bought back any of its securities, not issued any Preference
shares/Debentures.

TRANSFER OF AMOUNT TO GENERAL RESERVE :

The Board of Directors do not propose to transfer any amount to the General Reserve for the Financial
Year ended March 31, 2024

DIVIDEND:

Your Directors do not recommend any Dividend for the financial year 2023-2024 as the Company has
incurred loss from the business operations.

LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the trading platform of BSE Limited, a recognized stock
exchange having a nationwide trading terminal

SUBSIDIARIES:

The Company does not have any Subsidiaries, Associates and Joint Ventures as on 31st March, 2024.

VARIATIONS IN NETWORTH:

The Standalone Net worth of the Company for the Financial Year ended March 31, 2024, is Rs. 310.71
Lakhs as compared to Rs. 308.03 Lakhs for the previous financial year ended March 31, 2023.

DEPOSITS :

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 73
and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from
the its member and public during the Financial Year.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS :

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies
Act, 2013 are given in the notes to the Financial Statements.

BOARD MEETINGS :

During the year under review, 5 board meetings were held on as follows.

The maximum time-gap between any two consecutive meetings was within the period prescribed under
the Companies Act, 2013.

All the Directors attended all the meetings.

BOARD EVALUATION :

The Board of Directors evaluated the annual performance of the Board as a whole, its committee's and the
directors individually in accordance with the provisions of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015 in the following manner:

i. Structured evaluation forms, as recommended by the Nomination and Remuneration Committee,

after taking into consideration inputs received from the Directors, covering various aspects of the
Board's functioning such as adequacy of the composition of the Board and its Committees, Board
culture, execution and performance of specific duties, obligations and governance, for evaluation
of the performance of the Board, its Committee's and each director were circulated to all the mem¬
bers of the Board along with the agenda papers.

ii. The members of the Board were requested to evaluate by filling the evaluation forms and the duly
filled in evaluation forms were required to be sent to the Company Secretary in a sealed envelope or
personally submitted to the Chairman at the concerned meeting.

iii. Based on the individual evaluation of the Directors, the Board initiated a detailed discussion at the
concerned meeting on the performance of the Board / Committee/Individual Director, and formu¬
lated a final collective evaluation of the Board The Board also provided an individual feedback to
the concerned director on areas of improvement, if any.

A separate meeting of Independent Directors was held on 14^th February 2024 to evaluate the
performance evaluation of the Chairman, the Non-Independent Directors, the Board and flow of
information from management.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis, as required under the Listing Regulations, forms an integral
part of this Report

DIRECTOR'S:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the
Company, Mr. Ratan Kishan Musurnur (DIN: 00997070) retires by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for re-appointment

KEY MANAGERIAL PERSONNEL:

During the Financial Year, There are no changes in the List of Key Managerial Personnel except the
Appointment of Company Secretary i.e. Priya Jain at the Beginning of the year

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SEC¬
TION 149

The Independent Directors have submitted a declaration of independence, as required pursuant to sub¬
section (7) of Section 149 of the Companies Act, 2013 stating that they meet the criteria of independence
as provided in sub-section (6) of Section 149.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their
knowledge and belief and according to the information and explanation obtained by them,

i. In the preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures;

ii. Such accounting policies as mentioned in the notes to the financial statements have been selected
and applied consistently and judgments and estimates that are reasonable and prudent made so as to
give a true and fair view of the state of affairs of the Company at the end of the financial year 2023¬
24 and of the profit or loss of the Company for that period;

iii. Proper and sufficient care has been taken 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;

iv. The annual accounts for the year 2023-24 have been prepared on a going concern basis.

v. That proper internal financial control was in place and that the financial controls were adequate and
were operating effectively.

vi. That system to ensure compliance with the provisions of all applicable laws was in place and was
adequate and operating effectively.

REMUNERATION POLICY

The Board of Directors, on recommendation of the Nomination and Remuneration Committee framed a
Nomination and Remuneration policy for selection, appointment and remuneration of Directors, KMP and
Senior Management and matters covered u/s 178(3) of the Companies Act 2013.

STATUTORY AUDITORS

The Shareholders in their meeting held on 27th day of September, 2023 (31st AGM) approved the appoint¬
ment of M/s. NSVR & Associates LLP, Chartered Accountants, Hyderabad, as the Statutory Auditors of
Company to hold office till the conclusion of 36th Annual General Meeting.

INTERNAL AUDITOR:

The Board of Directors based on the recommendation of the Audit Committee has appointed Sravanthi
Karuturi (M No.239567), Chartered Accountants, Hyderabad, as the Internal Auditors of your Company.
The Internal Auditors are submitting their reports on quarterly basis.

MATERIAL CHANGES AND COMMITMENTS 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 between the end of the financial year of the Company to which the financial statements
relate and the date of the report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not provided any loan to any person or body corporate or given any guarantee or
provided security in connection with such loan or made any investment in the securities of anybody
corporate pursuant to Section 186 of the Companies Act, 2013. The Company has given advance against
salary to some employees in terms of the applicable policies of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no materially significant related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential conflict
with the interest of the Company at large.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARN¬
INGS AND OUTGO:

The Company is under the business of investment and financing so the particulars of the Conservation of
Energy and Technology Absorption is NOT APPLICABLE.

Foreign Exchange Earnings and on word: NIL

Conservation of Energy: The present operation of the Company does not involve High-energy consump¬
tion. However steps being taken to minimize energy consumption where-ever possible.

Research & Development: The Research and Development division of Spices oils And Oleoresins de¬
partment continues to focus on introducing of new brands.

Technology Absorption - Not Applicable

Foreign Exchange Earnings & Outgo:

(Figures in Rs.)

MANAGEMENT DISCUSSION & ANALYSIS :

Pursuant to the provision of Regulation 34 (2) (e) of SEBI (LODR) Regulations, 2015 a report on
Management Discussion & Analysis is set out as an Annexure A.

CORPORATE GOVERNANCE:

Since the paid up capital of the Company is less than Rs.10 Crores and the net worth of the Company is less
than Rs. 25 Crores, the provisions of Regulations 17, 18,19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b)
to (i) of sub-regulation 2 of Regulation 46 and para C, D & E of Schedule V of the Securities Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the
Company.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of section 135 (1) and read with all other applicable provisions of the Companies
Act, 2013 and the Companies (Corporate social responsibility policy) Rules, 2014 (including any statutory
modification(s) or re-enactment thereof for the time being in force), Corporate Social Responsibility is
Not applicable to the Company.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 2 04 of the Companies Act, 2013 and The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed P.S Rao and Associates,
Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit
Report is annexed herewith as "Annexure B" to this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going
concern status of the Company and its future operations.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm's length basis
and were in the ordinary course of business. There are no materially significant related party transactions
made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of the Company at large.

The Policy on Related Party Transactions as approved by the Board is uploaded on the website of the
Company. The particulars of contracts or arrangements with related parties referred to in sub-section (1)
of Section 188 of the Companies Act, 2013 in Form AOC-2 is herewith annexed as 'Annexure C' to this
report

ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual
Return of the Company as on 31st March, 2024 is available on the Company's website and can be accessed
at : www.citiportfinancialservices.com.

RISK MANAGEMENT:

Pursuant to the provisions of section 134 (3) (n) and read with all other applicable provisions of the
Companies Act, 2013 and the Companies (Accounts) Rules, 2014 (including any statutory modification(s)
or re-enactment thereof for the time being in force) and as per SEBI(LODR) Regulations,2015 the Risk
management is Not applicable to the Company.

VIGIL MECHANISM:

Pursuant to the provisions of section 177 (9) and read with all other applicable provisions of the Companies
Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014 (including any statutory
modification(s) or re-enactment thereof for the time being in force) and SEBI (LODR) Regulations, 2015
the Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if
any in the Group and also posted on the website of the Company.

NOMINATION & REMUNERATION POLICY:

A committee of the Board named as "Nomination and Remuneration Committee" has been constituted to
comply with the provisions of section 178 of Companies Act, 2013 and to recommend a policy of the
Company on directors appointment and remuneration, including criteria for determining qualifications,
positive attributes, independence of a director and other matters and to frame proper systems for
identification, appointment of Directors & KMPs, Payment of Remuneration to them and Evaluation of
their performance and to recommend the same to the Board from time to time. The policy is also posted
in the of the company's website.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 (12) read with Rule 5 (1) ofthe Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is

herewith annexed as Annexure-D. In terms of Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company does not have any employee who is employed
throughout the financial year and in receipt of remuneration of 102 Lakhs or more, or employees who are
employed for part of the year and in receipt of 8.5 Lakhs or more per month.

HUMAN RESOURCES:

The Company considers its Human Resources as the key to achieve its Objectives. Keeping this in view,
your Company takes utmost care to attract and retain quality employees. The employees are sufficiently
empowered and such work environment propels them to achieve higher levels of performance. The
unflinching commitment of the employees is the driving force behind the Company's vision. Your Company
appreciates the spirit of its dedicated employees.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT
AT WORK PLACE:

The Company strongly supports the rights of all its employees to work in an environment free from all
forms of harassment The Company has adopted a Policy on Prevention, Prohibition and Redressal of
Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The policy aims to
provide protection to Employees at the workplace and prevent and redress complaints of sexual harassment
and for matters connected or incidental thereto, with the objective of providing a safe working environment,
where Employees feel secure. The Company has also constituted an Internal Committee, known as Anti
Sexual Harassment Committee to address the concerns and complaints of sexual harassment and to
recommend appropriate action.

The Company has not received any complaint on sexual harassment during the year

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL
MEETINGS

During the year under review, the Company has complied with Secretarial Standards issued by the Institute
of Company Secretaries of India on Board Meetings and Annual General Meetings.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG
WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

N o application was made or any proceedings pending under the IBC, 2016 during the year ended on 31st
March, 2024.

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:

Not Applicable

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation and gratitude for the continuous support and assistance
extended by all the Statutory Authorities. The Board also extends its heartfelt gratitude to the Creditors and
Shareholders for the confidence reposed by them in the Company. Your Directors also place on record their
sincere appreciation for the continued contributions made by the employees at all levels.

By order of the Board of Directors
For CITI PORT FINANCIAL SERVICES LIMITED

Sd/- Sd/-

Enjamuri Pardha Saradhi Himabindu Ramavath

^{Place: Hyderabad} Chairman and Managing Director Director

Date : 05.09.2024 _{DIN:-07531047} DIN:- 10045536