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Dear Members,

Your Directors have pleasure in presenting the Directors' Report and the Audited Statement of Accounts of the Company for the Financial Year ended 31st March 2023.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance of the Company during the year has been as under:

(Amount in Lakhs)

Particulars	2022-23	2021-2022
Revenue from Operations	444.37	647.71
Other Income (Including Exceptional Items)	45.90	202.57
Total Expenses	490.28	1,188.26
Profit/Loss Before Tax	-111.78	(337.98)
Less: Provision for Taxation	-4.27	57.28
Profit / (Loss) After Tax	(107.50)	(280.70)
Other Comprehensive Income	11.92	(6.42)
Total Comprehensive Income	-95.58	(274.27)
Earning per Equity Share-
Basic & Diluted (in Rs.)	(0.08) & (0.08)	(1.15) & (1.15)

2. REVIEW OF OPERATIONS:

Revenue

During the Year under the review, the Company has recorded an Income of Rs. 490.28Lakhs and net lossof Rs.(107.50)Lakhs as against the Income of Rs. 647.71 Lakhs and net lossof Rs. (274.27)Lakhs in the previous financial year ending 31.03.2022.

3. BUSINESS UPDATE AND STATE OF COMPANY'S AFFAIRS:

The information on Company's affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 and forms part of this Report.

4. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

During the period under review and the date of Board's Report there was no change in the nature of Business.

5. BUSINESS UPDATE AND STATE OF COMPANY'S AFFAIRS:

The information on Company's affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 and forms part of this Report.

6. RESERVES:

The Closing balance of reserves, including retained earnings, of the Company as at March 31 2023 is Rs. (15,05,96,303).

7. DIVIDEND:

Your directors have decided not to recommend dividend for the year.

8. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no major material changes and commitments affecting the financial position of the Company after the end of the financial year and up to date of this report (i.e.07/09/2023).

However,Mr. Srinivasa Rao Mandava made an open offer to the equity shareholders of the Company to acquireup to 65,11,598 (Sixty Five Lakhs Eleven Thousand Five Hundred and Ninety Eight Only) fully paid up equity shares ("Offer Size") bearing a face value ofRs.5/- each representing 27.25% of the total issued, subscribed, paid up and voting capital of the Companyby way of acquisition of 65,07, 598 Equity shares of from the existing promoters of the Company i.e. Mr. Rama Manohar Reddy Gangavaram and Mr. Amulya Reddy Gangavaramrepresenting 24.70% and 2.53% of voting rights respectively with total consideration payable ofRs. 1,30,15,196/- - (Rupees One Crore Thirty Lakh Fifteen Thousand One Hundred and Ninety Six Only).The draft letter of offer in this regard was submitted to SEBI on dated 04.08.2022 for acquisition of 65,07,598 fully paid-up equity shares of face value Rs.5/- each the company.

AUTHORISED CAPITAL OF THE COMPANY:

The company has increased the Authorized Share Capital from Rs. 15,50,00,000/- (Rupees FifteenCroresandFiftyLakhs only) divided into 3,10,00,000 (Three Crore Ten Lakhs only) Equity Shares of Rs. 5/-(Rupees Five Only)each to Rs. 40,00,00,000/- (Rupees Forty Crores only) divided into 8,00,00,000 (Eight CroresLakhs) Equity Shares of Rs. 5/- (Rupees five Only)each by creation of further 4,90,00,000 (Four Crores Ninety-Five Lakhs Only) Equity Shares of Rs.5/- (Rupees Five Only)each ranking paripassu with the existing equityshares of the Company in the Extra- Ordinary General meeting held on 15 May, 2023.

9. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Companies Act, 2013 Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount/share is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2)of the Companies Act, 2013.

10. BOARD MEETINGS:

The Board of Directors duly met Seven (07) times during the financial year from 1 April 2022 to 31 March 2023. The dates on which the meetings were held are 20.05.2022, 08.06.2022, 18.08.2022, 02.09.2022, 14.11.2022, 14.02.2023 and 16.02.2023.

11. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL:

There was no appointmentof Directors made during the financial year 2022-23.

Mr. Venkateswara Rao Devineni, Whole Time Director of the Company retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders' approval for his re-appointment along with other required details forms part of the Notice.

During the Financial Year 2022-23, Mr.G. Rama Manohar Reddy has resigned from the post of Whole Time Director of the Company as on 06.02.2023 and the same Board approved with effect from 14.02.2023.

The Board placed on record his appreciation for the invaluable contribution made by the himduring his tenure.

12. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

13. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from all the Independent Directors of the Company to the effect that they are meeting the criteria of independence as provided in Sub-Section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct.

In terms of Regulations 25(8) 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 judgment 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).

14. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized about the Company's operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the directors. Direct meetings with the Chairman/Board are further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices.

15. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The assessment and appointment of Members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential Board Member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015.

In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management. The details of the Policy are attached asapart of Corporate Governance Report.

We affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

16. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts of the Company from time to time, we state as under:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: (a) In the preparation of the annual accounts, 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 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 year and of the profit and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

During the year under review Company does not have anysubsidiary, joint venture or associate Company as on 31.03.2023.

18. ANNUAL RETURN:

P ursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is disclosed on the website: www.aishwaryatechtele.com.

19. AUDITORS:

a. Statutory Auditors

The Board in its meeting held on 02.09.2022 appointed M/s. P. Murali & Co, Chartered Accountants as Statutory Auditors of the company for the period of 5 years from the AGM for FY 2021-22 till the conclusion of Annual General Meeting to be held in the calendar year 2027, subject to the approval of the shareholders in the ensuing Annual General Meeting.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

Statutory Auditors Report

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31, 2023 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the coming years.

b. Secretarial Auditor

Pursuant to the provisions of Section 204&Section 134(3) (f) of the Companies Act, 2013, the Board has appointed M/s. VivekSurana& Associates, Practicing Company Secretaries as secretarial auditor toundertakeSecretarialAudit of the Company for financial year ending 31.03.2023. The report of the Secretarial Auditor is enclosed herewith vide Annexure-I of this Report.

Secretarial Audit Report

The Board has duly reviewed the Secretarial Audit Report for the year ended March 31, 2023 on the Compliances according to the provisions of Section 204 of the Companies Act, 2013.

Annual Secretarial Compliance Report

The Company has filed the Annual Secretarial Compliance Report for the year 2022-23 with the BSE Limited. The report was received from a Practicing Company Secretary and filed within the stipulated time as specified under Regulation 24A of the SEBI (LODR) Regulations.

c. Cost Auditor

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

d. Internal Auditor

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; M/s. P Jitender Reddy & Co, Chartered Accountantswere appointed as Internal Auditors of the Company for the Financial Year 2023-24.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant AuditObservations along with recommendations and its implementations are reviewed by the Audit Committeeand concerns, if any, are reported to Board.

20. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There have been no frauds reported by the auditor's u/s 143(12) of companies Act, 2013.

21. INTERNAL AUDIT AND FINANCIAL CONTROLS:

The Company has adequate internal controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statutes, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loan, guarantees or made any investments attracting the provisions as prescribed in Section 186 of the Companies Act, 2013.

23. RELATED PARTY TRANSACTIONS:

Our Company has formulated a policy on related party transactions which is also available on Company's website at This policy deals with the review and approval of related party transactions.

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

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure II which forms part of this Report.

All related party transactions were placed before the Audit Committee/Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature. Members may refer Note No. 37 in the financial statement which sets out related party disclosures pursuant to IND AS-24.

24. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year under review, no Company has become or ceased to become its subsidiaries, joint ventures or associate Company.

25. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, are provided hereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been taken to conserveenergy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Research & Development and 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. (62.51) Lakhs Foreign Exchange Outgo:Rs. 34.80 Lakhs

26. COMMITTEES:

(I). AUDIT COMMITTEE: The Audit Committee of the Company is constituted in line with the provisions of Regulation 18(1) of SEBI (LODR) Regulations read with Section 177 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

(II). NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Regulation 19(1) of SEBI (LODR) Regulations read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

(III). STAKEHOLDERS RELATIONSHIP COMMITTEE: The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of Regulation 20 of SEBI (LODR) Regulations with the Stock Exchanges read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

27. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:

Since the Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

28. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Regulation 22 of SEBI (LODR) Regulations, 2015, a vigil Mechanism for Directors and employees to report genuine concerns has been established. It also provides for necessary safeguards for protection against victimization for whistle blowing in good faith. During the year under review, no employee was denied access to the Audit Committee.

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.

29. PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.

30. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended March 31, 2023, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.

The Company complied with this requirement within the prescribed timelines.

31. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS / TRIBUNALS:

There are no significant and material orders passed by the regulators /courts that would impact the going concern status of the Company and its future operations.

32. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. 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.

During the period under review, there is no material or serious observations have been noticed for inefficiency or inadequacy of such controls.

Further, details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report which is appended as Annexure III and forms part of this Report.

33. INSURANCE:

The properties and assets of your Company are adequately insured.

34. CREDIT & GUARANTEE FACILITIES:

The Company has not availed credit and guarantee facilities.

35. RISK MANAGEMENT POLICY:

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks and also to identify business opportunities. As a process, the risks associated with the business are identified and prioritized based on severity, likelihood and effectiveness of current detection. Such risks are reviewed by the senior management on a periodical basis.

36. SHARE CAPITAL:

The Authorized Share Capital from Rs. 15,50,00,000/- (Rupees FifteenCroresandFiftyLakhs only) divided into 3,10,00,000 (Three Crore Ten Lakhs only) Equity Shares of Rs. 5/-(Rupees Five Only)each to Rs. 40,00,00,000/- (Rupees Forty Crores only) divided into 8,00,00,000 (Eight CroresLakhs) Equity Shares of Rs. 5/- (Rupees five Only)each by creation of further 4,90,00,000 (Four Crores Ninety-Five Lakhs Only) Equity Shares of Rs.5/- (Rupees Five Only)each.

The paid-up share capital of the Company stands at Rs. 11,94,69,710/- divided into 2,38,93,942 equity shares of Rs.5/- each.

37. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company has implemented all of its major stipulations as applicable to the Company. As stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate Governance duly audited is appended as Annexure IVfor information of the Members. A requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

38. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulation provides an overview of the affairs of the Company, its legal status and autonomy, business environment, mission &objectives, sectorial and operational performance, strengths, opportunities, constraints, strategy and risks and concerns, as well as human resource and internal control systems is appended as Annexure IIIfor information of the Members.

39. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website www.aishwaryatechtele.com.

40. ENVIRONMENT AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility. The Company has been taking upmost care in complying with all pollution control measures from time to time strictly as per the directions of the Government.

We would like to place on record our appreciation for the efforts made by the management and the keen interest shown by the Employees of your Company in this regard.

41. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

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

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 the website at www. aishwaryatechtele.com.

All employees are covered under this policy. During the year 2022-23, there were no complaints received by the Committee.

43. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3)OF THE COMPANIES(APPOINTMENT & REMUNERATION) RULES, 2014:

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure V(a) to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this Annual report as Annexure V (b).

During the year, NONE of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

44. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of Mr. G. Rama Manohar Reddy Whole Time Director was resigned on 14 February 2023,andMr. D.Venkateswara Rao, Whole time Director of the Company to the median remuneration of the employees is 3:1and 2:1 respectively.

45. CODE OF CONDUCT COMPLIANCE:

All Members of the Board and Senior Management have affirmed compliance to the Code of Conduct for the Financial Year 2022-23. A declaration signed by the Managing Director affirming compliance with the Company's Code of Conduct by the Board of Directors and Senior Management for the Financial Year 2022-23 as required under Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in the Corporate Governance Report which is appended as Annexure VI and forms part of this Report.

46. BOARD EVALUATION:

Evaluation of all Board members is performed on an annual basis. The evaluation is performed by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

In line with Securities and Exchange Board of India Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017 and the Companies Amendment Act, 2017 the Company adopted the recommended criteria by Securities and Exchange Board of India.

The criteria for performance evaluation covers the areas relevant to the functioning of the Board and Board Committees such as its composition, oversight and effectiveness, performance, skills and structure etc.

The Board of Directors has carried out an annual evaluation of its ownperformance, board Committees, and individual directors pursuant to theprovisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the board after seekinginputs from all the directors on the basis of criteria such as the boardcomposition and structure, effectiveness of board processes,information and functioning, etc.

The performance of the committees was evaluated by the board afterseeking inputs from the committee members on the basis of criteria suchas the composition of committees, effectiveness of committee meetings,etc.

The above criteria are based on the Guidance Note on Board Evaluationissued by the Securities and Exchange Board of India.

In a separate meeting of independent directors, performance of non-independentdirectors, the board as a whole and the Chairman of theCompany were evaluated, taking into account the views of executivedirectors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewedthe performance of individual directors on the basis of criteria such as thecontribution of the individual director to the board and committeemeetings like preparedness on the issues to be discussed, meaningfuland constructive contribution and inputs in meetings, etc.

In the board meeting that followed the meeting of the independentdirectors and meeting of Nomination and Remuneration Committee, theperformance of the board, its committees, and individual directors wasalso discussed.

Performance evaluation of independent directors was done by the entireboard, excluding the independent director being evaluated.

47. SECRETARIAL STANDARDS:

The Company is in compliance with the applicable secretarial standards.

48. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities except as mentioned:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

The company has proposed the Preferential Issue (warrants) upto 5,00,00,000 (Five crores only) Warrants convertible to Equity Shares at a price of Rs. 8/- (Rupees Eight Only) per Warrant with a period of 18 (Eighteen) months from the date of allotment of the warrants, aggregating upto Rs. 40,00,00,000 (Rupees Fourty Crores only) to the Promoter(s) / Promoter Group and Non-Promoter Persons / Public/ QIPs/Employees/Directors/KMPs in terms of SEBI (ICDR) Regulations, 2018 and applicable provisions of Companies Act, 2013 in the Board meeting held on 16 February, 2023.

49. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING 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 Insolvency and Bankruptcy Code, 2016.

50. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT ANDVALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from banks and financial Institutions.

51. CEO/ CFO CERTIFICATION:

The Managing Director and CFO certification of the financial statements for the year 2022-23 is annexed in this Annual Report as AnnexureVII.

52. DEVIATIONS, IF ANY OBSERVED ON FUNDS RAISED THROUGH PUBLIC ISSUE, PREFERENTIAL ISSUE ETC:

During the year under review, company has not raised any funds from public or through preferential allotment.

53. DECLARATION BY THE COMPANY:

The Company has issued a certificate to its Directors, confirming that it has not made any default under Section 164(2) of the Companies Act, 2013, as on March 31, 2023.

54. NON-EXECUTIVEDIRECTORS COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with theCompany which in the Judgment of the Board may affect the independence of the Directors. No compensation was paid to the Independent and Non-Executive Directors.

55. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of theSEBI (Prohibition of Insider Trading) Regulations,2015 and the applicable Securities laws. The InsiderTrading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to bemade while dealing with shares of the Company, as well as the consequences of violation. The policy hasbeen formulated to regulate, monitor and ensure reporting of deals by employees and to maintain thehighest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure ofunpublished price sensitive information and code of conduct for the prevention of insider trading, is availableon our website (https://www.aishwaryatechtele.com).

56. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by theCompany are adequate. The Company maintains appropriate system of internal control, includingmonitoring 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.During the period under review, there is no material or serious observations have been noticed forinefficiency or inadequacy of such controls.

Further, details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report which is appended as Annexure III and forms part of this Report.

57. 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 the growth of the Company.

	For and on behalf of the Board
	Aishwarya Technologies and Telecom Limited
	Sd/-
	Hari Krishna Reddy Kallam
Place: Hyderabad	Whole-time Director
Date: 07.09.2023	(DIN:01302713)