Directors Report of Covidh Technologies Ltd.

Mar 31, 2024

The Directors have pleasure in submitting their 32^nd Annual Report together with the Company’s Audited Financial
Statements for the financial year ended March 31, 2024

1. Financial summary or highlights/Performance of the Company and Brief description of the Company’s
working during the vear/State of Company’s affairs:

During the period under review, There is no change in the nature of business and no operating activity was taken place
due to Insolvency and Bankruptcy Code 2016 for liquidation and a petition under Sec.9 of Indian Bankruptcy Code, 2016
at National Company Law Tribunal, Hyderabad.

2. Important Highlights of the Company

Applied on original NCLT order, mentioned 100% extinguishment of existing shareholding and issue of 300000 shares to
successful resolution applicants. However BSE, raised observation on minimum 5% public shareholding as per SEBI
(ICDR) Regulations. The Company filed IA for Change in NCLT order as per BSE direction.The Hon’ble NCLT issued
revised order to accommodate minimum 5% public shareholding.Revised number of shares are 3,23,422 as per the
Hon,ble NCLT order.

3. Dividend and Reserves

Since the company is incurring losses, the members expresses his inability to recommend any dividend for the financial
year 2023 - 2024. Also, during the period under review, profits were not appropriated to any reserves.

4. Change in Capital Structure

No changes in capital structure

5. Subsidiary Company

As on March 31, 2023, the Company has no subsidiary companies.

6. Public Deposits

Company has not accepted any deposits from the public within the meaning of Chapter V of the Act and as such, no
amount of principal or interest was outstanding as on the balance sheet date.

7. Corporate Governance Report and Management Discussion And Analysis

A Separate report on Corporate Governance Report and Management Discussion and Analysis as required by Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI (LODR),
2015"] forms part of this Annual Report along with the required Certificate from the Statutory Auditors of the Company
confirming the compliance of requirements of Corporate Governance as stipulated in the SEBI (LODR) Regulations,
2015.

8. Directors and Key Managerial Personnel

S. No.	Name	Designation	DIN
1.	SIVAJI GOPALAM	Non-Executive Director	08458673
2.	GANESH AMIRINENI	Non-Executive Director	08564294
3.	G.NARSI REDDY	Executive Director	09482406

9. Declaration of Independence by Independent Directors

The Independent Directors of your Company have submitted declaration confirming that they meet the criteria of
independence as laid down under Section 149(6) of the Act and Regulation16(1)(b) of the Listing Regulations

10. Familiarization Program

The Company has formulated a Familiarization Program for Independent Directors with an aim to familiarize the
Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in
which the Company operates, business model of the Company etc., to provide them with better understanding of the
business and operations of the Company and so as to enable them to contribute significantly to the Company.

11. Particulars of Employees

None of the employees has received remuneration exceeding the limit as stated in rule 5 (2) of the Companies
(Appointment and remuneration of Managerial Personnel) Rules 2014.

12. Meetings

During the year Four (6) Board Meetings and Five (5) Audit Committee Meetings were convened and held at the
registered office of the Company. The details of which are given in the Corporate Governance Report. The Intervening
Gap between the meetings was within the period prescribed under the Companies Act,2013

13. Board Evaluation

Pursuant to section 178 (2) of the Companies Act,2013 the Nomination and Remuneration Committee has evaluated the
performance of individual directors in its duly convened meeting. Pursuant to section 134(3)(p) of the Companies
Act,2013 and Regulation 4(2)(f)(ii)(9) of the SEBI (LODR)(Erstwhile Clause 49 of the Listing Agreement), the Board has
carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation
of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the
evaluation has been carried out has been explained in the Corporate Governance Report.

14. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and
appointment of Directors, Senior Management and their remuneration. Remuneration policy is stated in the Corporate
Governance Report.

15. Auditors:

M/s V Ravi & Co, Chartered Accountants (FRN No. 0006492S) is the present statutory auditors of the Company from
conclusion of 28^th annual general meeting till conclusion of 33^rd Annual general meeting of the Company.

16. Auditors’ Report

The Auditors’ Report contains qualifications. Notes to Accounts and Auditors remarks in their report are self-explanatory
and do not call for any further comments.

17. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. VCSR & ASSOCIATES., Practicing Company
Secretaries, have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is
enclosed as Annexure II to this report. The report is self-explanatory and do not call for any further comments.

18. Risk management policy

A statement indicating development and implementation of a risk management policy for the Company including
identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the
company.

19. Extract of Annual Return:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report is annexed as
Annexure I.

20. Material changes and commitments, if any, 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

No material changed for the period 2023-24

21. 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

No material changed for the period 2023-24

22. Deposits

During the period under review, the company has not accepted any deposits as envisaged under Section 74 and 76 and
Companies (Acceptance of Deposits) Rules, 2014.

23. Particulars of loans, guarantees or investments under section 186

During the period under review, the company has not given any loans, guarantees but has made investments as envisaged
under Section 186 of Companies Act, 2013.

24. Particulars of contracts or arrangements with related parties

There are no related party transactions in the Company during the year

25. Corporate Governance Certificate

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in
Regulation 27 of SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015 (Erstwhile Clause 49 of the
Listing Agreement) is annexed with the report.

26. Management Discussion and Analysis

The Management Discussion and Analysis forming part of this Annual Report has been discussed elsewhere in the
Report.

27. Statutory Disclosures:

In terms of the provisions of Section 134 of the Companies Act, 2013, read with the Companies Rules as amended, the
names and other particulars of the employees are set out in the Directors’ Report. However, as per the provisions of
Section 219 (b) (IV) of the said Act read with Regulation 36 of Listing Obligations and Disclosure Requirements, 2015
(Erstwhile Clause 32 of the Listing Agreement), the Annual Report excluding the aforesaid information is being sent to all
the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write
to the Company at the registered office of the Company.

28. Obligation of Company Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

In order to prevent sexual harassment of women at work place a new act the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9^thDecember, 2013. Under the said Act every
company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at
workplace of any women employee.

The Final charter of policy for prevention of Sexual Harassment of Women at workplace is yet to be adopted.

29. Conservation of energy, technology absorption and foreign exchange earnings and outgo

As per section 134 (3) (m) of the Companies Act, 2013 the details of conservation of energy, technology absorption,
foreign exchange earnings and outgo are as follows

(a) Energy, technology absorption: Nil

(b) Foreign exchange earnings: Nil

(c) Foreign exchange Outgo: Nil

30. Corporate Social Responsibility (CSR)

Corporate Social Responsibility (CSR) is not applicable to the company as the threshold as mentioned in the provisions
Companies Act, 2013 is not applicable to our Company.

31. Vigil Mechanism/Whistle Blower

Your Company has a Vigil Mechanism in place as required under Section 177 of the Act and the SEBI (LODR)
Regulations, 2015 and SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018. The mechanism provides
for adequate safeguards against victimization of persons who use such mechanism and make employees. aware of such
policy to enable employees to report instances of leak of unpublished price sensitive information and make provisions for
direct access to the Chairman of the Audit Committee.

32. Directors’ Responsibility Statement

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act,
2013, shall state 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.

33. Listing with Stock Exchanges:

The Company confirms that it has not paid the Annual Listing Fees for the year 2022-2023 to BSE Limited, where the
Company’s Shares are listed. The trading in the equity shares is suspended in BSE Limited due to non-payment of listing
fee.

34. Acknowledgements

Directors take this opportunity to express their gratitude for the valuable support extended by the customers, banks,
financial institutions, investors, business associates, central & state government authorities. Your Directors also appreciate
the employees at all levels for their continued support to the Company. Your Directors believe that with the whole hearted
support of employees, stakeholders, bankers and our valuable customers, we will continuously excel in the path of success
and growth.

For Covidh Technologies Limited

Sd/- Sd/-

G. Narsi Reddy G. Narsi Reddy

Director Director

(DIN: 09482406) (DIN: 09482406)

Date: 29.05.2024 Date: 29.05.2024

Place: Hyderabad Place: Hyderabad

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 23rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

l.Financial summary or highlights/Performance of the Company:

The Board's Report is prepared based on the financial statements of the company.

(Amt. in Lakhs)

S. No Particulars Standalone

2014-15 2013-14

1. Revenue from Operations 1089.54 2332.20

2. Operating Expenditure 970.01 2272.22

3. Profit before Tax 11.19 7.97

4. Profit after Tax 11.75 4.07

5. Balance carried to Balance 234.40 222.66 Sheet

(Amt. in Lakhs)

S. No Particulars Consolidated

2014-15 2013-14

1. Revenue from Operations 1106.43 3589.16

2. Operating Expenditure 970.41 3411.22

3. Profit before Tax 11.51 19.27

4. Profit after Tax 12.90 10.58

5. Balance carried to Balance 327.20 314.30 Sheet

2. Brief description of the Company's working during the year/State of Company's affairs

On Consolidated basis, revenue for the year 2014-15 at Rs.1106.43 Lakhs, which declined by 69.17% (Rs.3589.16 Lakhs in 2013-14), and the net profit for the year at Rs.11.75 Lakhs was lowered by 40.26% (Rs.19.27Lakhs in 2013-14)

On Standalone basis, revenue for the year 2014-15 at Rs.1089.54 Lakhs declined by 53.28 % (Rs.2332.20 Lakhs in 2013-14) and the net profit for the year at Rs.4.07 Lakhs was lowered by 65.36% (Rs.11.75 Lakhs in 2013-14). There is no change in the nature of business during the period under review.

3. Reserves

During the period under review, profits were not appropriated to any reserves.

4. Change of Name

The Company has changed its name from "Aptus Industries Limited" to "Covidh Technologies Limited" with effect from 21st May 2014. The change of name was approved by the members by Postal Ballot resolution held on 21stApril 2014.

5. Directors and Key Managerial Personnel

Mr. Uday Chava, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

Also Mr. Venkateshwar Reddy Parne, has been appointed as a CFO with effect from 14th August 2014 and Ms Laveena Panjwani has been appointed as a Company Secretary with effect from 24th June 2015 and Mr. Raiesh Yadav has resigned as a Company Secretary with effect from 11th May 2015

6. Particulars of Employees

None of the employees has received remuneration exceeding the limit as stated in rule 5 (2) of the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014.

7. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Six (6) Board Meetings and Four (4) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

8. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

9. Declaration by an Independent Director(s) and Re- appointment, if any

A declaration has been given by an Independent Director(s) that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

10. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

11. Details of Subsidiary/Joint Ventures/Associate Companies

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as Annexure-I [Performance and financial position of the subsidiary, included in the consolidated financial statement]

Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Registered of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

12. Auditors:

M/s M M Reddy & Co. Chartered Accountants, FRN010371S the present Auditors, has been appointed for five consecutive years (Subject to the ratification by the shareholders at each AGM held after the previous AGM) by the shareholders at the previous AGM. The Board of Directors recommends the ratification of appointment of M/s M M Reddy & Co. Chartered Accountants, at the ensuing Annual General Meeting.

13. Auditors' Report

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

14. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. B. K ASSOCIATES, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure III to this report. The report is self-explanatory and do not call for any further comments.

15. Internal Audit & Controls

The Company engaged Mr. Hari Kishore Pendru, Accounts Manager as its Internal Auditor of the Company. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the Board and suitable corrective actions has been taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

16. Vigil Mechanism :

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism known as Whistle Blower Policy for directors and employees to report genuine concerns with the Chairman of the Audit Committee has been established. The Whistle Blower Policy has been uploaded on the website of the Company at www.covidh.com.

17. Risk management policy

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

18. Extract of Annual Return:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as Annexure II.

19. Material changes and commitments, if any, 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

During the period under review, there are no material changes occurred, which affect financial position of the Company.

20. 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

During the period under review, there are no significant material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

21. Deposits

During the period under review, the company has not accepted any deposits as envisaged under Section 74 and 76 and Companies (Acceptance of Deposits) Rules, 2014.

22. Particulars of loans, guarantees or investments under section 186

During the period under review, the company has not given any loans, guarantees or made any investments as envisaged under Section 186 of Companies Act, 2013.

23. Particulars of contracts or arrangements with related parties

There are no related party transactions in the Company during the year

24. Corporate Governance Certificate

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report.

25. Management Discussion and Analysis

The Management Discussion and Analysis forming part of this Annual Report has been discussed elsewhere in the Report.

26. Statutory Disclosures

In terms of the provisions of Section 134 of the Companies Act, 2013, read with the Companies Rules as amended, the names and other particulars of the employees are set out in the to the Directors' Report. However, as per the provisions of Section 219 (b) (IV) of the said Act read with Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.

27. Obligation of Company Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

In order to prevent sexual harassment of women at work place a new act the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9thDecember, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Final charter of policy for prevention of Sexual Harassment of Women at workplace is yet to be adopted.

28. Conservation of energy, technology absorption and foreign exchange earnings and outgo

As per section 134 (3) (m) of the Companies Act, 2013 the details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows

(a) Energy, technology absorption: Nil

(b) Foreign exchange earnings: Rs 55,87,693/- (USD 90,720 Exchange Rate Rs. 61.50)

(c) Foreign exchange Outgo: Nil

29. Corporate Social Responsibility (CSR)

Corporate Social Responsibility (CSR) is not applicable to the company as the threshold as mentioned in the provisions Companies Act, 2013 is not applicable to our Company.

30. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state 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.

31. Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE Limited, Ahmedabad Stock Exchange Limited and Madras Stock Exchange Limited where the Company's Shares are listed.

32. Acknowledgements

Your Directors take this opportunity to express their gratitude for the valuable support extended by the customers, banks, financial institutions, investors, business associates, central & state government authorities. Your Directors also appreciate the employees at all levels for their continued support to the Company. Your Directors believe that with the whole hearted support of employees, stakeholders, bankers and our valuable customers, we will continuously excel in the path of success and growth.

For and on behalf of the Board of Directors

Sd/-

Prabhakara Rao Alokam Managing Director

Place: Hyderabad (DIN: 02263908)

Date: 30th November 2015

Sd/-

G. Suresh Babu Director

(DIN: 01961140)

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Mar 31, 2014

Dear Members,

The Directors hereby present 22nd Annual Report of the Company along with the Audited Financial Statements for the financial year ended March31, 2014.

1. FINANCIAL RESULTS

(Amounts in Lakh Rs.)

S.No. Particulars Standalone 2013-2014 2012-2013

(I) Revenue from Operations 2332.20 1542.26

(II) Operating Expenditure 2272.22 1298.29

(III) Administration Expenses 41.74 48.16

(IV) Depreciation & 10.27 7.51 Amortization Expenses

(V) Preliminary Expenses - -

(VI) Operating Profit 7.97 188.29

(VII) Profit before Tax 7.97 188.29

(VIII) Provision for Tax 3.89 70.52

(IX) Profit for the year 4.07 117.77

Appropriations

(X) Proposed final dividend - 53.00 on equity shares

(XI) Corporate Dividend Tax - 8.59

Transfer to General reserve - 10.00

Profit after Appropriation 4.07 46.18

Balance brought forward 218.58 172.40 from previous year

Balance carried to 222.65 218.58 Balance Sheet

(Amounts in Lakh Rs.)

S.No. Particulars Consolidated 2013-2014 2012-2013

(I) Revenue from Operations 3589.16 2592.07

(II) Operating Expenditure 3411.22 2148.72

(III) Administration Expenses 127.63 127.51

(IV) Depreciation & 30.95 18.60 Amortization Expenses

(V) Preliminary Expenses 0.08 0.08

(VI) Operating Profit 19.27 297.15

(VII) Profit before Tax 19.27 297.15

(VIII) Provision for Tax 8.69 104.18

(IX) Profit for the year 10.58 192.97

Appropriations

(X) Proposed final dividend - 53.00 on equity shares

(XI) Corporate Dividend Tax - 8.59

Transfer to General reserve - 10.00

Profit after Appropriation 10.58 121.37

Balance brought forward 303.69 182.31 from previous year

Balance carried to 314.27 303.69 Balance Sheet

2. PERFORMANCE OF THE COMPANY:

The Financial year 2013-14, proved to be the most challenging year for the Company.But due to its ability to innovate its customer specific solutions, and the rigor in following strong internal processes; Company still manages to continue its strong growth momentum across major markets.

Revenue growth in the year remained high. But due to higher operational and administration expenses the Operating profit get reduced and thereby reducing the net profit On Consolidated basis, revenue for the year 2013-2014 at Rs 35.89 crores was higher by 38.46% (Rs 25.92 crores in 2012-2013), operating profit at Rs. 0.19 crores was lowered by 93.60% (Rs 2.97 crores in 2012-2013) and the net profit for the year at Rs. 0.11 crores was lowered by 94.27% (Rs 1.92 crores in2012-2013) On Standalone basis, revenue for the year 2013-2014 at Rs 23.32 crores was higher by 51.23% (Rs 15.42 crores in 2012-2013), operating profit at 0.08 crores was lowered by 95.74% (Rs 1.88 crores in 2012-2013) and the net profit for the year at Rs. 0.04 crores was lowered by 96.58% (Rs 1.17 crores in 2012-2013)

3. DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and do not recommend or declared any dividend whether Interim or final in the financial year ended 31st March, 2014.

4. POSTAL BALLOT

In April 21, 2014 the members of the Company approved the following proposals by way of postal ballot resolutions.

* Change of Name of the Company from Aptus Industries Limited to Covidh Technologies Limited

* Alteration of Main Object Clause of the Memorandum of Association of the Company.

5. SHARE CAPITAL:

a. No Change in Authorized Capital:

During the year under review, there was no change in the Authorized Capital of the Company. The Authorized Capital of the Company is Rs. 11, 00, 00,000/- (Rupees Eleven Crores only) divided into 1, 10, 00,000 (One Crore Ten Lakhs) Equity shares of Rs. 10/- (Rupees Ten only) each.

b. No Further Issue or Allotment of Shares:

During the period under review, there was neither any further issue nor allotment of shares. The Paid up share Capital of the Company is Rs. 10, 60, 00,000/- (Rupees ten Crores Sixty Lakh only) divided into 1, 06, 00,000 (One Crore Six Lakhs) Equity shares of Rs. 10/- (Rupees Ten only) each.

6. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

We have 1 Subsidiary as on March 31, 2014: Netocol Systems and Solutions Private Limited, Bangalore.

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Act These financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.

7. REGISTERED OFFICE:

During the year the Registered office of the company is shifted from #501 MCR Complex, Sri Swamy Ayyappa Co-OP Housing Society, Madhapur, Hyderabad-500081 to Plot No. 450, 1st Floor, Road No. 19, Jubilee Hills, Hyderabad-500033 with effect from March 24, 2014.

8. DIRECTORS:

During the period under review, the Board consists of Mr. A Prabhakara Rao, Mr. K L Upadhyaya, Mrs. Kanaparthi Chennamma, Mr. Sunketa Ganga Reddy Mr Jagadeeswar Reddy R, Mr Chinmay Hegde, Mr. G Suresh Babu and Mr. Uday Chava.

Since the last Board''s Report, the following changes occurred on the Board:

I The Designation of Mr. A. Prabhakara Rao, Executive Director, has been changed to Executive Chairman of the Company with effect from August 14, 2014.

II As per the provisions of Section 161 (1) of the Companies Act, 2013 (Section 260 of the erstwhile Act, following Directors have been appointedas Additional Directors who shall hold office only up to the date of the forthcoming AGM of the Company- Mr Sunketa Ganga Reddy and Mrs. Kanaparthi Chennamma have been appointed on January 2, 2014 and March 24, 2014 respectively.Mr. G Suresh Babu and Mr. Uday Kumar Chava have been appointed on August 14, 2014.

a. Mr. P. Obul Reddy, Managing Director and Mr. Ch Veeranjaneyulu, Director, have resigned from the office of Director of the Company with effect from February 12, 2014 and March 24, 2014 respectively.

b. Mr K L Upadhyaya and Mr. Chinmay Hegde, Directors, retire by rotation and being eligible offer themselves for re-appointment.

9. DIRECTOR IDENTIFICATION NUMBERS:

S. Name of Director DIN No

1 Mr. A. Prabhakara Rao 02263908

2 Mr. K L Upadhyaya 01891466

3 Mrs. Kanaparthi Chennamma 06815486

4 Mr. K. Ravi Babu 03630599

5 Mr. Sunketa Ganga Reddy 06779093

6 Mr. Jagadeeswar Reddy R 05114238

7 Mr. Chinmaya Hegde 06489077

8 Mr. G Suresh Babu 01961140

9 Mr. Uday Chava 06943146

10 Mr. P. Obul Reddy 03298444

11 Mr. Ch Veeranjaneyulu 00076674

10. AUDITORS:

M/s. M. M. Reddy & Co, Chartered Accountants, who are the statutory auditors of the Company, hold office from the conclusion of this AGM to the conclusion of the Fourth consecutive AGM (subject to the ratification of the appointment by the members at ever AGM held after this AGM) in accordance with the provision of Section 139 of the Companies Act, 2013.

11. PUBLIC DEPOSITS:

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet

12. LISTING:

The equity shares of your company are listed in The Bombay Stock Exchange, The Ahmadabad Stock Exchange and Madras Stock Exchange.

13. WEBSITE:

Your company has launched an official website as www.covidh.com for providing better communication facility to the investors relating to the material facts of the company.

14. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

15. INSURANCE:

The company''s assets have been adequately insured against major risks.

16. DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013, your directors confirm:

(a) That the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

(b) That 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) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.

(d) That the directors had prepared the annual accounts on the going concern basis.

(e) That 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) That 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. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.134 (3) 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:

i. Research and Development (R&D) - Nil

ii. Technology absorption, adoption and innovation - Nil

c. Foreign Exchange Earnings and Out Go:

i. Foreign Exchange Earnings - Nil

ii. Foreign Exchange Outgo - Nil

18. PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A) of the Act Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

19. CODE OF CONDUCT:

The Code of Conduct has been circulated to all the members of the Board and Senior Management and they have affirmed the compliance of the same. Code of Conduct has also been placed on the website of the company. A declaration signed by the Managing Director is given in Annexure.

20. CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance along with a certificate of compliance from the Auditors forms part of this Report as Annexure.

21. ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance and co- operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

Covidh Technologies Limited (Formerly Aptus Industries Limited)

Sd/- A Prabhakara Rao Executive Chairman Date: 14.08.2014 Place: Hyderabad

---

Mar 31, 2012

To The Members

The have pleasure in presenting the 20th Annual Report with Audited Statements of Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS:

(In Rupees)

Particulars 2011-12 2010-11

Income 6,32,20,714 6,06,56,220

Expenditure 6,23,19,038 5,98,01,774

Profit for the year 6,11,017 5,91,137

Add: Loss brought forward 1,66,29,223 1,60,38,086

Profit / (Loss) carried to Balance Sheet 1,72,40,240 1,66,29,223

PERFORMANCE REVIEW:

The Ministry of Corporate Affairs (MCA) vide notification no. S.O. 447(E) dated 28th February, 2011 amended the existing Schedule VI to the Companies Act, 1956. The Revised Schedule VI is applicable from financial year commencing from 1st April, 2011. The financial statements of your Company for the year ended 31st March, 2012 have been prepared in accordance with the Revised Schedule VI and accordingly, the previous year''s figures have been reclassified/ regrouped to conform to this year''s classification.

The Company has recorded a turnover of Rs. 6,32,20,714 and the profit of Rs. 6,11,017 in the current year against the turnover of Rs. 6,06,56,220 and profit of Rs. 5,91,137 in the previous financial year ending 31.03.2011.

The Company has been continuously working on quality up gradation and austerity measures for achieving efficient running of the organization.

DIVIDEND :

Keeping the Company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

PUBLIC DEPOSITS :

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING :

The equity shares of your company are listed on The Ahmedabad Stock Exchange and Madras Stock Exchange.

CHANGE IN NAME THE COMPANY:

With the approval of the shareholders on 08-01-2012 by Postal Ballot in pursuant to Section 192A of the Companies Act.1956 read with the Companies (passing of Resolution by Postal Ballot) Rules, 2001. The name of the company is altered form M/s Lordven Technologies Limited to M/s. Aptus Industries Limited.

CAPITAL OF THE COMPANY:

During the period, the Authorised Capital of the company stands at Rs.4,00,00,000 of 40,00,000 Equity shares of Rs 10/- each and paid up capital of Rs.3,60,00,000 of 36,00,000 Equity shares of Rs 10/- each.

DEMAT CONNECTIVITY:

To provide several benefits to the investors in dealing with the securities of the company in the month of January 2012, your company has obtained Demat connectivity from both the depositories i.e; National securities Depositories Limited (NSDL) and Central Depositories Services (India) Limited (CDSL).

CHANGE IN REGISTERED OFFICE:

During the year the registered office of the company is shifted from Flat No 5, Sai Master Apartments, V.R Nagar, Hyderabad - 500038 to House No: 8-3- 945, Third floor, Flat No-305 D, Pancom Business Centre, Ameerpet, Hyderabad- 500073.

WEBSITE:

Your company has launched an official website as www.aptusindustries.in for providing better communication facility to the investors relating to the material facts of the company.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

INSURANCE:

The company''s assets have been adequately insured against major risks.

DIRECTORS:

In accordance with the Companies Act, 1956 read with Articles of Association of the company the Director namely A. Prabhakara Rao retires by rotation and is eligible for re-appointment. Your Board recommends the re appointment of the Director above in the best interests of the company

DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000 your directors confirm

i) That the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) That 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.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on the going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 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 : NIL

Foreign Exchange Outgo : NIL

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code of Conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. Code of Conduct has also been placed on the website of the company. A declaration signed by the Managing Director is given in Annexure.

AUDITORS:

Your directors propose the appointment of M/s. M. M. Reddy & Co. as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors, Forms part of this Report as Annexure.

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

DECLARATION BY MANAGING DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders

I, P. Obul Reddy, Managing Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board

APTUS INDUSTRIES LIMITED

Sd/-

Place: Hyderabad P. Obul Reddy

Date : 31.08.2012 Managing Director

---

Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting 19th Annual Report of the Company for the financial year ended 31st March, 2011.

FINANCIAL RESULTS:

Particulars 2010-2011 (Rs) 2009-2010(Rs)

Income 6,06,56,220 5,37,85,650

Expenditure 5,98,01,774 5,30,99,940

Profit/(Loss) for the year 5,91,137 4,74,618

Add: Profit/(Loss) brought forward 1,60,38,086 1,55,63,468

Profit/(Loss) carried to balance sheet 1,66,29,223 1,60,38,086

OPERATIONS:

The Company has recorded a turnover of Rs.606.56 lakhs in the current year against the turnover of Rs. 537.85 lakhs in the previous financial year ending 31.03.10.

DIVIDEND:

Your directors express their inability to recommend any dividend for the financial year 2010-2011.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on Ahmedabad Stock Exchange and Madras Stock Exchange.

DIRECTORS:

In accordance with the Companies Act, 1956 read with Articles of Association of the Company the Director namely Mr. R Jagadeeswar Reddy who retires by rotation and being eligible offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby certifies and confirms that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgment 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;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the Annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO :

The required information as per Sec.217 (1) (e) of the Companies Act 1956 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 : NIL

Foreign Exchange Outgo : NIL

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signed by the Managing Director is given in Annexure.

AUDITORS:

Your directors propose the appointment of M/s. M. M. Reddy & Co. as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors, Forms part of this Report as Annexure.

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

DECLARATION BY MANAGING DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders

I P. Obul Reddy, Managing Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on Behalf of the Board

LORDVEN TECHNOLOGIES LIMITED

Sd/-

Place: Hyderabad P. Obul Reddy

Date: 25.08.2011 Managing Director

---

Mar 31, 2010

Dear Shareholders,

The Directors have pleasure in presenting 18th Annual Report of the Company for the financial year ended 31st March, 2010.

FINANCIAL RESULTS:

Particulars 2009-2010(Rs) 2008-2009(Rs)

Income 5,37,85,650 5,14,36,170

Expenditure 5,30,99,940 5,08,97,989

Profit/(Loss) for the year 4,74,618 3,72,506

Add: Profit/(Loss) brought forward 1,55,63,468 1,51,90,963

Profit / (Loss) carried to Balance Sheet 1,60,38,086 1,55,63,468

OPERATIONS:

The Company has recorded a turnover of Rs. 537.86 lakhs in the current year against the turnover of Rs.514.36 lakhs in the previous financial year ending 31.03.09.

DIVIDEND:

Your directors express their inability to recommend any dividend for the financial year 2009-2010.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on Ahmedabad Stock Exchange and Madras Stock exchange.

DIRECTOR:

In accordance with the Companies Act, 1956 read with Articles of Association of the Company the Director namely Mr. K Ravi Babu who retires by rotation and being eligible offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby certifies and confirms that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgment 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;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the Annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO :

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate meas- ures 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 : NIL

Foreign Exchange Outgo : NIL

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signed by the Managing Director is given in Annexure.

AUDITORS:

Your directors propose the appointment of M/s. M. M. Reddy & Co. as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors, Forms part of this Report as Annexure.

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

DECLARATION BY MANAGING DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders

I P. Obul Reddy, Managing Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on Behalf of the Board

LORDVEN TECHNOLOGIES LIMITED

Sd/-

Place: Hyderabad (P. Obul Reddy)

Date : 25.08.2010 Managing Director

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Mar 31, 2009

Dear Shareholders,

The Directors have pleasure in presenting 17th Annual Report of the Company for the financial year ended 31st March, 2009.

FINANCIAL RESULTS:

Particulars 2008-2009(Rs) 2007-2008(Rs)

Income 5,14,36,170 8,43,500

Expenditure 5,08,97,989 8,41,709

Profit/(Loss) for the year 3,72,506 1,791

Add: Profit/(Loss) brought forward 1,51,90,963 1,51,84,821

Profit / (Loss) carried to Balance Sheet 1,55,63,468 1,51,90,963

OPERATIONS:

The Company has recorded a turnover of Rs.514.36 lakhs in the current year against the turnover of Rs. 8.43 lakhs in the previous financial year ending 31.03.08

DIVIDEND:

Your directors express their inability to recommend any dividend for the financial year 2008-2009.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on Ahmedabad Stock Exchange and Madras Stock Exchange.

DIRECTOR:

In accordance with the Companies Act, 1956 read with Articles of Association of the Company the Director namely Mr. A.Prabhakara Rao who retires by rotation and being eligible offers himself for reappointment

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby certifies and confirms that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgment 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;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the Annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO :

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate meas- ures 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 : NIL

Foreign Exchange Outgo : NIL

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signed by the Managing Director is given in Annexure.

AUDITORS:

Your directors propose the appointment of M/s. M. M. Reddy & Co. as statu- tory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors, Forms part of this Report as Annexure.

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your direc- tors also wish to place on record their deep sense of appreciation for the excel- lent contribution made by the employees at all levels, which enabled the com- pany to achieve sustained growth in the operational performance during the year under review.

DECLARATION BY MANAGING DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders

I P. Obul Reddy, Managing Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on Behalf of the Board

LORDVEN TECHNOLOGIES LIMITED

Sd/-

Place: Hyderabad (P. Obul Reddy)

Date : 13.08.2009 Managing Director