AARVINFRATtLLIMIEV - BSE

AARVINFRATtLLIMIEV

To, The Department of Corporate Services, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort Mumhai - 400001.

Dear Sir/Madam,

Date: 07111 September, 2021

Sub: Notice 0(29th Annual General Meeting (AGM) and Annual Report of the Compa ny for the F Y 2020-21

With reference to the subject c ited above, please find enclosed Annual Report convening the 29th AGM of the Company to be held on Thursday, the 30th day of September, 202 1 at 11.00 A.M.

In order to comply with the requirements of Regul ation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20 IS, we are herewith subm itting the Annua l Report of the Company a long with the Notice of AGM for the financial year 2021-2 1.

This is for your infonn ation and necessary records.

Kind ly take the same o n record

Thanking you,

For AARVlnfratel Limited

Sakuru Anita Managing Director DIN: 00475947

Regd. Office: Plot No. 78, So; Ourgo Enclave, Agrahara Village, Kogilu, Yelohanko, Bangalore • 560064 Website: www.aarvinfratel.com. Emai l: aa [email protected]

CIN:L93000KA1992PLC1OO274

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AARV INFRATEL LIMITED 29th Annual Report

2020-21

AARV INFRATELLIMITED

29th

ANNUAL REPORT


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BOARD OF DIRECTORS DESIGNATION

Mrs. Anita Sakuru Managing Director

Mr. Raghuveer Sakuru Whole-Time Director

Mrs. Jhansi Lakshmi Anne Chairman &Non-Executive Director

Mr. Mogulla Sandeep Reddy Whole-Time Director

Mr. Praveen Reddy Cheruku Independent Director

Mr. Mallikarjuna Rao Yerrapragada Independent Director

Mrs. Sudi Vijaya Lakshmi Independent Director

CORPORATE INFORMATION

INTERNAL AUDITORS AUDITORS

MS. SRAVANTHI KARUTURI, M/S. NSVR & ASSOCIATES LLP.,Chartered Accountant Chartered Accountants(Membership No.239567) Flat No.101, NestconGayatri, Plot No.28,

Near South Indian Bank, PanchavathiCo-oprative Society, Road No.10,Banjarahills, Hyderabad- 500034, Telangana

REGISTERED OFFICE & WORKS SECRETARIAL AUDITORS

CIN: L93000KA1992PLC100274 Mrs. N VanithaPlot No.78, Sai Durga Enclave, Company SecretaryAgrahara Village Kogilu, Yelahanka Flat No.10, 4th Floor, D. No.6-3-347/22/2Bangalore-560064, Karnataka, Ishwarya Nilayam, Opp: Sai Baba TempleWebsite: www.aarvinfratel.com, Dwarakapuri Colony, Punjagutta,Email- ,[email protected] Hyderabad- 500 082, Telangana, India

REGISTRARS AND SHARETRANSFER AGENTSSystem Support ServicesOpp: Gala no 209, Shivai Industrial,Estate, 89, Andheri Kurla Road,Sakinaka Andheri East, Mumbai 400072.

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BOARD COMMITTEES

AUDIT COMMITTEE

Mr. Mallikharjuna Rao Yerrapragada ChairmanMr. Praveen Reddy Cheruku MemberMr. Mogulla Sandeep Reddy Member

NOMINATION AND REMUNERATION COMMITTEE

Mr. Mallikharjuna Rao Yerrapragada ChairmanMr. Praveen Reddy Cheruku MemberMrs. Sudi Vijaya Lakshmi Member

STAKEHOLDERS RELATIONSHIP COMMITTEE

Mr. Mallikharjuna Rao Yerrapragada ChairmanMr. Praveen Reddy Cheruku MemberMrs. Jhansi Lakshmi Anne Member

�


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NOTICE

Notice is hereby given that the 29th Annual General Meeting of the Members of 'Aarv Infratel Limited'will be held on Thursday, 30th day of September, 2021 at 11.00 a.m. at Plot No.78, Sai Durga Enclave,Agrahara Village Kogilu, Yelahanka, Bangalore, Karnataka 560064 India to transact the following itemsof business.

ORDINARY BUSINESS:

1. To consider and adopt the Audited Financial Statements of the Company for the Financial Year 2020- 2021 together with the Report of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mrs. Anitha Sakuru (DIN: 00475947), who retires by rotation andbeing eligible, offers himself for re-appointment asDirector.

Sd/-JhansiLakshmiAnne

Chairman&Non-ExecutiveDirectorDIN:05243450

For and on behalf of the BoardFor AARV INFRATEL LIMITED

Place: BangaloreDate: 04th September, 2021

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NOTES TO MEMBERS:

A Member entitled to attend and vote at the Annual General Meeting may appoint a proxy to attend and vote on apoll on his behalf. A proxy need not be a Member of the Company. The instrument of proxy in order to be effective,must be received at the Registered Office of the Company, duly completed and signed not less than forty-eight hoursbefore the commencement of the Annual General Meeting.

The Notice of the AGM along with the Annual Report 2020-21 is being sent by electronic mode to those Memberswhose e-mail addresses are registered with the Company/Depository Participant, unless any Member has requestedfor a physical copy of the same. For Members who have not registered their e- mail addresses, physical copies arebeing sent by the permitted mode. Annual Reports will be sent by post/courier to those members who has notprovided E-mail ID. However in the wake of Covid-19 Annual Reports will not be sent by post/courier. Hencemembers who did not provide their E-mail Id's are required to provide the same to enable the company to send theAnnual Reports.

Members may also note that the Notice of the 29th AGM and the Annual Report 20-21 will be available on theCompany's website. The physical copies of the documents will also be available at the Company's registered officefor inspection during normal business hours on working days. Members desiring any information as regards accountsare requested to write to the Company to: [email protected], at least seven days before the date of themeeting to enable the management to keep the information ready at the meeting.

Pursuant to the requirement under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the information about the directors proposed to be re-appointed or appointed is given in thenotice.

The Register of Members and the Share Transfer Books of the Company will be closed from Friday, 24th September2021 to Thursday, 30th September 2020 (both days inclusive).

Explanatory Statement setting out to the Notice of the Meeting.

Corporate members are requested to send, a duly certified copy of the board resolution pursuant to Section 113 ofthe Companies Act, 2013 authorizing their representative to attend and vote at the Annual General Meeting.

Members holding shares in physical form should inform the Company's Registrar and Transfer Agents, M/s. SystemSupport Services of any change in their registered address, e-mail address. Similarly, Members holding shares inelectronic form should inform their Depository Participants (DP) of any change in their registered address, e-mailaddress.

Members who have multiple folios in identical names or joint names in the same order are requested to intimate tothe Registrar and Transfer Agents, M/s. System Support Services about these folios to enable consolidation of allsuch shareholdings into one folio.

For the convenience of Members and for proper conduct of the meeting, entry to the venue of the Meeting will beregulated by Attendance Slip, which is enclosed with this notice. Members are requested to sign at the place providedon the Attendance Slip and hand it over at the entrance to the venue.

The Company has designated an exclusive e-mail ID called [email protected] for Redressal ofshareholders' complaints/grievances.

The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 ofthe Companies Act, 2013, will be available for inspection by the members at the AGM.

The documents referred to in this notice are open for inspection at the Registered Office of the Company on allworking days, except Saturdays, between 10.00 a.m. and 03.00 p.m. up to the date of Annual General Meeting.

The Ministry of Corporate Affairs (MCA), Govt. of India has taken a Green Initiative by allowing paperless complianceby the Companies and has permitted Companies to issue copies of Annual Report by e-mail to the Shareholders. The


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Listing Agreement with the Stock Exchanges requires the Company to send soft copies of the Annual Report andAccounts to those Members who have registered their e-mail addresses for the purpose. The Members can registertheir e-mail addresses with the Registrar and Transfer Agent of the Company. The registration by the Members willcontribute towards furtherance of the "Green Initiative in Corporate Governance" announced by MCA.

In compliance with the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies(Management and Administration) Rules, 2014, the Company is pleased to provide to the Members the facility toexercise their right to vote at the 29th Annual General Meeting (AGM) by electronic means and the business may betransacted through e-voting services provided by Central Depository Services (India) Ltd. (CDSL).

The Company has appointed Mrs. N. Vanitha (ACS No.26859, CP No.10573), Practicing Company Secretary, whoin the opinion of the Board is a duly qualified person, as a Scrutinizer who will scrutinize the electronic votingprocess in a fair and transparent manner. The Scrutinizer shall within a period of three days from the date of conclusionof e-voting period, submit her report of the votes cast in favour or against, if any, to the Chairman of the Company.The result of the same will be disclosed at the AGM proceedings.

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CDSL e-Voting System – For e-voting and Joining Virtual meetings.

As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings ofthe companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA)vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forthcoming AGM/EGM will thus be held through video conferencing (VC) orother audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM/EGMthrough VC/OAVM.

Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies(Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 (as amended) and MCA Circulars dated April 08, 2020, April13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect ofthe business to be transacted at the AGM/EGM. For this purpose, the Company has entered into an agreementwith Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, asthe authorized e-Voting's agency. The facility of casting votes by a member using remote e-voting as well asthe e-voting system on the date of the EGM/AGM will be provided by CDSL.

The Members can join the EGM/AGM in the VC/OAVM mode 15 minutes before and after the scheduled timeof the commencement of the Meeting by following the procedure mentioned in the Notice. The facility ofparticipation at the EGM/AGM through VC/OAVM will be made available to atleast 1000 members on firstcome first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding),Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the AuditCommittee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditorsetc. who are allowed to attend the EGM/AGM without restriction on account of first come first served basis.

The attendance of the Members attending the AGM/EGM through VC/OAVM will be counted for the purposeof ascertaining the quorum under Section 103 of the Companies Act, 2013.

Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and castvote for the members is not available for this AGM/EGM. However, in pursuance of Section 112 and Section113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governorof a State or body corporate can attend the AGM/EGM through VC/OAVM and cast their votes through e-voting.

In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Noticecalling the AGM/EGM has been uploaded on the website of the Company at 04th September 2021. The Noticecan also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchangeof India Limited at www.bseindia.com and www.nseindia.com respectively. The AGM/EGM Notice is alsodisseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting systemduring the AGM/EGM) i.e. www.evotingindia.com.

The AGM/EGM has been convened through VC/OAVM in compliance with applicable provisions of theCompanies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.

In continuation of this Ministry's General Circular No. 20/2020, dated 05th May, 2020 and after due examination,it has been decided to allow companies whose AGMs were due to be held in the year 2020, or become due inthe year 2021, to conduct their AGMs on or before 31.12.2021, in accordance with the requirements providedin paragraphs 3 and 4 of the General Circular No. 20/2020 as per MCA circular no. 02/2021 dated January 13,2021.


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THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGSARE AS UNDER:

The voting period begins on 27th September, 2021 and 09:00 A.M and ends on 29th September, 2021 and05:00 P.M. During this period shareholders' of the Company, holding shares either in physical form or indematerialized form, as on the cut-off date (record date) of 23rd September, 2021 may cast their voteelectronically. The e-voting module shall be disabled by CDSL for voting thereafter.

Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meetingvenue.

Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of allshareholders' resolutions. However, it has been observed that the participation by the public non-institutionalshareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities inIndia. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords bythe shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decidedto enable e-voting to all the demat account holders, by way of a single login credential, through their demataccounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast theirvote without having to register again with the ESPs, thereby, not only facilitating seamless authentication butalso enhancing ease and convenience of participating in e-voting process.

Type ofshareholders

Login Method

IndividualShareholders holdingsecurities in Dematmode with CDSL

Users who have opted for CDSL Easi / Easiest facility, can login through theirexisting user id and password. Option will be made available to reach e-Votingpage without any further authentication. The URL for users to login to Easi /Easiest are https://web.cdslindia.com/myeasi/home/login or visitwww.cdslindia.com and click on Login icon and select New System Myeasi.

After successful login the Easi / Easiest user will be able to see the e-Voting optionfor eligible companies where the evoting is in progress as per the informationprovided by company. On clicking the evoting option, the user will be able to seee-Voting page of the e-Voting service provider for casting your vote during theremote e-Voting period or joining virtual meeting & voting during the meeting.Additionally, there is also links provided to access the system of all e-VotingService Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user canvisit the e-Voting service providers' website directly.

If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration

Alternatively, the user can directly access e-Voting page by providing DematAccount Number and PAN No. from a e-Voting link available onwww.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin The system will authenticate the user by sending OTP on registeredMobile & Email as recorded in the Demat Account. After successful authentication,user will be able to see the e-Voting option where the evoting is in progress andalso able to directly access the system of all e-Voting Service Providers.

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If you are already registered for NSDL IDeAS facility, please visit the e-Serviceswebsite of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once thehome page of e-Services is launched, click on the "Beneficial Owner" icon under"Login" which is available under 'IDeAS' section. A new screen will open. Youwill have to enter your User ID and Password. After successful authentication,you will be able to see e-Voting services. Click on "Access to e-Voting" undere-Voting services and you will be able to see e-Voting page. Click on companyname or e-Voting service provider name and you will be re-directed to e-Votingservice provider website for casting your vote during the remote e-Voting periodor joining virtual meeting & voting during the meeting.

If the user is not registered for IDeAS e-Services, option to register is availableat https://eservices.nsdl.com. Select "Register Online for IDeAS "Portal or clickat https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

Visit the e-Voting website of NSDL. Open web browser by typing the followingURL: https://www.evoting.nsdl.com/ either on a Personal Computer or on amobile. Once the home page of e-Voting system is launched, click on the icon"Login" which is available under 'Shareholder/Member' section. A new screenwill open. You will have to enter your User ID (i.e. your sixteen digit demataccount number hold with NSDL), Password/OTP and a Verification Code asshown on the screen. After successful authentication, you will be redirected toNSDL Depository site wherein you can see e-Voting page. Click on companyname or e-Voting service provider name and you will be redirected to e-Votingservice provider website for casting your vote during the remote e-Voting periodor joining virtual meeting & voting during the meeting

You can also login using the login credentials of your demat account throughyour Depository Participant registered with NSDL/CDSL for e-Voting facility.After Successful login, you will be able to see e-Voting option. Once you clickon e-Voting option, you will be redirected to NSDL/CDSL Depository site aftersuccessful authentication, wherein you can see e-Voting feature. Click oncompany name or e-Voting service provider name and you will be redirected toe-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

IndividualShareholders holdingsecurities in dematmode with NSDL

IndividualShareholders(holding securities indemat mode) loginthrough theirDepositoryParticipants

In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Votingfacility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowedto vote through their demat account maintained with Depositories and Depository Participants. Shareholdersare advised to update their mobile number and email Id in their demat accounts in order to access e-Votingfacility.

Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individualshareholders holding securities in Demat mode CDSL/NSDL is given below:

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID andForget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related tologin through Depository i.e. CDSL and NSDL.


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Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholdersother than individual holding in Demat form.

The shareholders should log on to the e-voting website www.evotingindia.com.

Click on “Shareholders” module.

Now enter your User ID

For CDSL: 16 digits beneficiary ID,

For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

Next enter the Image Verification as displayed and Click on Login.

If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on anearlier e-voting of any company, then your existing password is to be used.

If you are a first-time user follow the steps given below:

Login type Helpdesk details

Individual Shareholders holdingsecurities in Demat mode with CDSL

Members facing any technical issue in login can contact CDSLhelpdesk by sending a request [email protected] contact at 022- 23058738and 22-23058542-43.

Members facing any technical issue in login can contact NSDLhelpdesk by sending a request at [email protected] or call attoll free no.: 1800 1020 990 and 1800 22 44 30

Individual Shareholders holdingsecurities in Demat mode with NSDL

After entering these details appropriately, click on “SUBMIT” tab.

Shareholders holding shares in physical form will then directly reach the Company selection screen. However,shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are requiredto mandatorily enter their login password in the new password field. Kindly note that this password is to bealso used by the demat holders for voting for resolutions of any other company on which they are eligible tovote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not toshare your password with any other person and take utmost care to keep your password confidential.

For Physical shareholders and other than individual shareholders holding sharesin Demat.

Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department(Applicable for both demat shareholders as well as physical shareholders)Shareholders who have not updated their PAN with the Company/DepositoryParticipant are requested to use the sequence number sent by Company/RTA orcontact Company/RTA.

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) asrecorded in your demat account or in the company records in order to login. If boththe details are not recorded with the depository or company, please enter the memberid / folio number in the Dividend Bank details field.

PAN

Dividend BankDetailsORDate of Birth(DOB)

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For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutionscontained in this Notice.

Click on the EVSN for the relevant Company, i.e., Aarv Infratel Limited on which you choose to vote.

On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to theResolution and option NO implies that you dissent to the Resolution.

Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will bedisplayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” andaccordingly modify your vote.

Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

If a demat account holder has forgotten the login password then Enter the User ID and the image verificationcode and click on Forgot Password & enter the details as prompted by the system.

Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log onto www.evotingindia.com and register themselves in the “Corporates” module.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed [email protected].

After receiving the login details a Compliance User should be created using the admin login and password.The Compliance User would be able to link the account(s) for which they wish to vote on.

The list of accounts linked in the login should be mailed to [email protected] and on approvalof the accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of theCustodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letteretc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, tothe Scrutinizer and to the Company at the email address viz; [email protected] (designated emailaddress by company), if they have voted from individual tab & not uploaded same in the CDSL e-votingsystem for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM/EGM THROUGH VC/OAVM &E-VOTING DURING MEETING ARE AS UNDER:

The procedure for attending meeting & e-Voting on the day of the AGM/ EGM is same as the instructionsmentioned above for e-voting.

The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayedafter successful login as per the instructions mentioned above for e-voting.

Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, theywill not be eligible to vote at the AGM/EGM.

Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbanceduring the meeting.


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Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting viaMobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is thereforerecommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

Shareholders who would like to express their views/ask questions during the meeting may register themselvesas a speaker by sending their request in advance atleast two days prior to meeting mentioning their name,demat account number/folio number, email id, mobile number at (company email id). The shareholders whodo not wish to speak during the AGM but have queries may send their queries in advance two days prior tomeeting mentioning their name, demat account number/folio number, email id, mobile number at (companyemail id). These queries will be replied to by the company suitably by email.

Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

Only those shareholders, who are present in the AGM/EGM through VC/OAVM facility and have not castedtheir vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall beeligible to vote through e-Voting system available during the EGM/AGM.

If any Votes are cast by the shareholders through the e-voting available during the EGM/AGM and if the sameshareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by suchshareholders shall be considered invalid as the facility of e-voting during the meeting is available only to theshareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTEREDWITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scannedcopy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR(self attested scanned copy of Aadhar Card) by email to Company/RTA email id.

2. For Demat shareholders -, Please update your email id & mobile no. with your respective DepositoryParticipant (DP)

3. For Individual Demat shareholders - Please update your email id & mobile no. with your respectiveDepository Participant (DP) which is mandatory while e-Voting & joining virtual meetings throughDepository.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, youcan write an email to [email protected] or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. RakeshDalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, MarathonFuturex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an emailto [email protected] or call on 022-23058542/43.

For and on behalf of the BoardFor AARV INFRATEL LIMITED

Place: BangaloreDate: 04th September, 2021

Sd/-Jhansi Lakshmi Anne

Chairman & Non-Executive DirectorDIN: 05243450

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Details of Directors seeking re-appointment at the Annual general meeting (Pursuant to Regulation36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as perSecretarial Standards on general meeting.

The particular of Director, Mrs. Anita Sakuru who is proposed to be appointed, is given below:

A. Name Mrs.Anita Sakuru

B. Brief Resume

i) Date of Birth 11/02/1970

ii) Qualification Graduation

iii) Experience in specific functional area 10 Years

C. Name(s) of the companies in which NILcommittee Membership(s) held

D. No. of Shares of Rs. 10/- each held by NILthe Director

E. Relationship between Directors inter se [as Wife of Wholetime Director ofper section 2 (77) of the Companies Act, the company Raghuveer Sakuru.2013, read with Rule 4 of the Companies(Specification of definitions details) Rules,2014]

F. Chairman/ Member of the Committee of NILthe Board of Directors of the Company


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DIRECTORS’ REPORT

ToThe Members,

Your Directors have pleasure in presenting the 29th Annual Report of Aarv Infratel Limited (the Company) togetherwith the Audited accounts for the financial year ended 31st March 2021.

FINANCIAL RESULTS: (Amount in Rs. Lakhs)

PARTICULARS Current Year Previous Year2020-21 2019-20

Total Income 0.00 6.52

Total Expenditure 10.81 27.39

Profit/(Loss) before Depreciation & Financial Charges (10.80) (20.85)

Depreciation 0.01 0.02

Financial Charges - -

Profit/Loss Before Tax (10.81) (20.87)

Prior period items - -

Provision for tax - -

Deferred tax - -

Net Profit/(Loss) (10.81) (20.87)

STATE OF THE COMPANY'S AFFAIRS:

During the year 2020-21, the Company has not reported any net revenue. Hence, Profit before Tax for theyear under review stood at Rs. (10.80) Lakhs as compared to Rs. (20.87) Lakhs reported last year. Lossincurred in this year was predominantly on account of stiff market conditions which prevailed during theyear and the consequent lower realization.

REVIEW OF OPERATIONS:

During the financial year 2020-2021, your Company revenue from the operations is NIL/-

TRASFER TO RESERVES:

"As there is no Revenue, AARV Infratel Limited has not to transfer any amount to the Reserves for the year2020-21 under review."

DIVIDEND:

The Board of directors does not recommend any dividend for the year as at 31st March, 2021 and no amountwas transferred to General Reserve as there are no profits in the Company for the FY 2020-21

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declaredand paid last year.

SHARE CAPITAL:

The Fully Paid up Equity share Capital as on 31st March, 2021 was Rs 4,58,92,380/-. Companies Shares arelisted in BSE and they are infrequently trading.

15


DIRECTORS APPOINTMENT/ RE-APPOINTMENT:

In terms of the provisions of sub-section 152 of the act,2013 two third of the total number of directors i.e.,excluding Independent Director's are liable to retire by rotation and out of which, one third is liable to retireby rotation every annual general meeting.

Mrs, Anita Sakuru (DIN: 00475947), is liable to retire by rotation, at AGM and being eligible, offer themselvesfor re-appointment.

KEY MANAGERIAL PERSONAL:

During the year under review, Mr. Asfar Faiz Imam, (Membership No: 57381), was appointed as the Whole TimeCompany Secretary (CS) of the Company on 18th Sepetember, 2020.

Mrs. Anita Sakuru, Managing Director and Mr. Raghuveer Sakuru, Chief Financial Officer are KMP of the companyin terms of section 2(51) and Section 203 of the Companies Act,2013 as on date of this Report.

INDEPENDENT DIRECTORS' DECLARATION:

The Company has received necessary declaration, from each Independent director under 149(7) of the CompaniesAct, 2013, that he/she meets the criteria of Independence laid down under section 149(6) of the Companies Act2013, Independent directors of the company not registered with the Independent Directors Database.

DEPOSITS:

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

COVID-19 AND ITS IMPACT:

The impact of COVID-19 on the Company is being closely reviewed with the Management by the Directors fromtime to time.

MEETINGS OF THE BOARD:

The Board met Seven times during the financial year 2020-2021 viz., on 13.07.2020, 20.07.2020, 15.09.2020,18.09.2020, 12.11.2020, 23.12.2019, 12.02.2021, the maximum interval between any two meetings did not exceed120 days.

STATUTORY AUDITORS:

The Audit Report issued by M/s. NSVR & ASSOCIATES LLP, Statutory Auditors for the financial year ended 31st

March, 2021 forms part of this Report. There are no qualifications, reservations or adverse remarks made by theStatutory Auditors, which requires explanation or comments from the Board.

As per Section 139 of the Companies Act 2013, M/s NSVR & ASSOCIATES LLP., Chartered Accountants, (ICAIFirm Registration Number: 088001S) was appointed as Statutory Auditors for a period of Five (05) years i.e. fromconclusion of 28th Annual General Meeting held in the year 2020 till the conclusion of the 33rd Annual GeneralMeeting to be held in year 2025.

None of the Directors, key managerial personnel are interested to the above stated Resolution.

AUDITORS REPORT AND NOTES ON ACCOUNTS:

The Board has duly reviewed the Statutory Auditors Report for the Financial Year ended 31st March, 2021. Therewere no qualifications/observations in the Report.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company under sub-section (12) of section 143 of the Companies Act, 2013, during the year under review.


16

INTERNAL AUDITORS:

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

SECRETARIAL AUDITOR:

Mrs. N Vanitha, Practicing Company Secretary, was appointed to conduct the Secretarial Audit of the Company forthe financial year 2020-21, as required under Section 204 of the Companies Act, 2013 and Rules there-under. Thesecretarial audit report for FY 2020-21, forms part of the Annual Report as Annexure I to the Board's report. TheBoard has appointed Mrs. N Vanitha, Practicing Company Secretary, as secretarial auditors of the Company for thefinancial year 2021-22.

RISK MANAGEMENT POLICY:

The Company has developed and implementing a risk management policy which includes the identification thereinof elements of risk, which in the opinion of the board may threaten the existence of the Company.

COMPOSITION OF AUDIT COMMITTEE:

The Board has constituted Audit Committee as per the provisions of Section 177 of the Companies Act, 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee of the Company comprises the following Members:

Mr. Mallikharjuna Rao Yerrapragada Chairman

Mr. Praveen Reddy Cheruku Member

Mr. Mogulla Sandeep Reddy Member

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGSAND OUTGO:

The additional information regarding conservation of energy, technology absorption and foreign exchange earningsand outgo, stipulated under Section 134 (3)(m) of the Companies Act, 2013 read with the rule 8 to the Companies(Accounts) Rules, 2014 are provided as an "Annexure II" to this report.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEESAND OF DIRECTORS.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directorsindividually as well as the evaluation of the working of its Audit and other Committees.

A structured questionnaire was prepared after considering the inputs received from the Directors, covering variousaspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Boardculture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman ofthe Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment,safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of theIndependent Directors was carried out by the entire Board. The performance evaluation of the Chairman and theNon-Independent Directors was carried out by the Independent Directors who also reviewed the performance of theSecretarial Department. The Directors expressed their satisfaction with the evaluation process.

17


INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY:

The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business, includingadherence to Company's policies, safeguarding of its assets, prevention detection of frauds and errors, accuracy andcompleteness of the accounting records, and timely preparation of reliable financial disclosures.

SUBSIDIARIES:

The Company has no subsidiaries; statement pertaining to the same in AOC-1 is annexed herewith as "Annexure -III".

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER MATTERS:

(a) Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee has been formed pursuant to and in compliance with Regulation 19of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Section 178 of theCompanies Act, 2013. The main object of this Committee is to identify persons who are qualified to become directorsand who may be appointed in senior management of the Company, recommend to the Board their appointment andremoval and to carry out evaluation of every Director's performance, recommend the remuneration package of boththe Executive and the Non- Executive Directors on the Board and also the remuneration of Senior Management, onelevel below the Board. The Committee reviews the remuneration package payable to Executive Director(s) andrecommends to the Board the same and acts in terms of reference of the Board from time to time.

On the recommendation of the Nomination and Remuneration Committee, the Board has adopted and framed aRemuneration Policy for the Directors, Key Managerial Personnel and other Employees pursuant to the provisionsof the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The remuneration determined for Executive/Independent Directors is subject to the recommendation of the Nominationand Remuneration Committee and approval of the Board of Directors. The Non- Executive Directors are compensatedby way of profit-sharing Commission and the Non-Executive Directors are entitled to sitting fees for the Board/Committee Meetings. The remuneration paid to Directors, Key Managerial Personnel and all other employees is inaccordance with the Remuneration Policy of the Company.

The Nomination and Remuneration Policy and other matters provided in Section 178(3) of the Act and Regulation19 of SEBI Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of thisReport.

(b) Familiarization/ Orientation program for Independent Directors: A formal familiarization programme wasconducted about the amendments in the Companies Act, 2013, Rules prescribed there under, SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015 and all other applicable laws of the Company.

It is the general practice of the Company to notify the changes in all the applicable laws from time to time in everyBoard Meeting conducted.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on thedate of the Balance sheet.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: N.A.

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


18

DISCLOSURE AS PER SEXUAL HARRASSMENT 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 in line with the provisions of Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013 Your Directors confirm that:

i) In preparation of annual accounts for the financial year ended 31st March, 2021, the applicable AccountingStandards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Companyat the end of the financial year ended 31st March, 2021 and of the profit and loss of the Company for the year;

iii) The Directors have taken proper and sufficient care for their maintenance of adequate accounting records inaccordance with the provisions of the Companies Act for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

iv) The Directors had prepared the annual accounts on a 'going concern' basis;

v) The directors had laid down internal financial controls to be followed by the company and that such internalfinancial controls are adequate and were operating effectively; and

vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.

VIGILANCE MECHANISM / WHISTLE BLOWER POLICY:

The Whistle Blower (Vigil) mechanism provides a channel to the employees to report to the management concernsabout unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy and also providesfor adequate safeguards against victimization of employees by giving them direct access to the Chairman of theAudit Committee in exceptional cases.

The Policy covers malpractices and events which have taken place / suspected to have taken place, misuse or abuseof authority, fraud or suspected fraud, violation of Company rules, manipulations, negligence

causing danger to public health and safety, misappropriation of monies, and other matters or activity on account ofwhich the interest of the Company is affected and formally reported by whistle blowers concerning its employees.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the Financial Year 2020-21, Company has not entered significant related party transaction.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is uploaded to the companies website.

STATE OF AFFAIRS OF THE COMPANY:

The State of Affairs of the Company is presented as part of Management Discussion and Analysis Report formingpart of this Report.

MANAGEMENT DISCUSSION & ANALYSIS:

Pursuant to Regulation 34 (2) (e)of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015, a report on Management Discussion & Analysis is herewith annexed as "AnnexureIV" to this report.

19


CORPORATE GOVERNANCE: N.A.

Company is having paid up equity share capital of Rs. 4,58,92,380 which is not exceeding Rs.10 crore and Networth is Rs. (-65.80 lakhs) which is not exceeding Rs.25 crore, as on the last day of the financial year 2019-2020.Hence the provisions of Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to

(i) of sub-regulation 2 of Regulation 46 and para C, D & E of Schedule V of the Securities Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to theCompany.

FRAUD:

No Fraud by the company or on the company by its officer or employees during the year.

MATERIAL CHANGES AND COMMITMENTS: NA HUMAN RESOURCES:

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

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

PARTICULARS OF EMPLOYEES:

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, theCompany does not have any employee who is employed throughout the financial year and in receipt of remunerationof Rs. 120 Lakhs or more, or employees who are employed for part of the year and in receipt of Rs. 8.50 Lakhs ormore per month.

The Company does not have any employee who is employed throughout financial year or part thereof, who was inreceipt of remuneration in financial year under review which in aggregate, or as the case may be, at a rate which inthe aggregate is in excess of that drawn by the Managing Director or Whole-time director and holds by himself oralong with his spouse and dependent children not less than 2% of the equity shares of the Company.

ACKNOWLEDGMENT AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business associatesfor their consistent support and continued encouragement to the Company.

Further your Directors convey their appreciation for the whole hearted and committed efforts by all its employees.

Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Central and StateGovernments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.

Sd/-JHANSI ANNE LAKSHMI

Chairman & Non-Executive Director(01980950)

For and on behalf of the BoardFor Aarv Infratel Limited

Date: 04th September, 2021Place:Bangalore.

Sd/-ANITA SAKURU

Managing Director(DIN: 00475947)


20

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

For the Financial year ended 31st March, 2021

(Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies(Appointment and Remuneration Personnel)

ToThe Members,Aarv infratel Limited,Plot No.78, Sai Durga Enclave, AgraharaVillage Kogilu, Yelahanka Bangalore-560064, Karnataka.

We have conducted the Secretarial Audit of the compliances of applicable statutory provisions and the adherence togood corporate practices by Aarv Infratel Limited (herein after called the company). Secretarial Audit was conductedin a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances andexpressing my opinion thereon.

Based on our verification of the Aarv Infratel Limited, books, papers, minute books, forms and returns filed andother records maintained by the Company and also the information provided by the Company, its officers, agentsand authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, theCompany has during the audit period covering the financial year ended on 31st March, 2021 complied with thestatutory provisions listed hereunder and also that the Company has proper Board process and compliance mechanismin place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and return field and other records maintained by AarvInfratel Limited for the Financial Year ended on 31st March, 2021 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. The Securities Contract (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

iii. The Depositories Act, 1996 and Regulations and Bye Laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent ofForeign Direct Investment, Overseas Direct Investment and External Commercial (Company has not raisedExternal Commercial Borrowings)

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,1992 (SEBI Act)

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992.

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,2009 (Not applicable to the Company during the audit period)

d. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (NotApplicable to the Company during the audit period)

e. The Securities and Exchange Board of India (issue and Listing of Debt Securities) Regulations, 2008;(Not Applicable to the Company during the audit period)

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents Regulations,1993 regarding the Companies Act and dealing with client; (Not Applicable to the Company during theaudit period)

Annexure – I

21


g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (NotApplicable to the Company during the audit period); and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicableto the Company during the audit period);

i. The Securities and Exchange Board of India (Listing obligations and Disclosure Requirements)Regulations,2015

vi. Other specific Applicable Laws to the industry:

a. TRAI Act, 1997

b. The Telecom Regulatory Authority of India (Amendment) Act, 2000

c. The Telecom Regulatory Authority of India (Amendment) Act, 2014

d. The Micro, Small and Medium Enterprises Development Act, 2006;

We have also examined compliance with the applicable clauses of the following:

a. The Listing Agreement entered into by the Company with BSE Limited and The Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI ListingRegulations").

b. We have also examined the compliance with regard to Secretarial Standards in respect of Meetings ofBoard of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretariesof India.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations,Guidelines, Standards etc. mentioned above except to the extent as mentioned below:

a) Company delayed in filing of few forms/ returns with MCA and filed the same by paying additionalamount.

b) The Company Secretary of the company owing to the personal reasons has resigned from the officedated 23rd December, 2019, and the Company appointed Company Secretary on 17th September 2020.There was a delay in appointment of company secretary for five months and sixteen days during theperiod under review

c) Further it is observed that the Company has not made any Paper Advertisement in accordance withSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 wherever applicable.

d) Independent directors of the company not registered with the independent directors database.

We further report that

� The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The Changes in the composition of the Board of Directors thattook place during the period under review were carried out in compliance with the provisions of the Act.

� Adequate notices are given to all directors to schedule the Board Meetings, agenda and detailed notes onagenda were sent at least seven days in advance, and a system exists for seeking and obtaining further informationand clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

� All the decisions at the board meetings and committee meetings have been carried out unanimously as recordedin the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.


� There are adequate systems and processes in the Company commensurate with the size and operations of theCompany to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

� There were no such specific events/actions in pursuance of the above referred laws, rules, regulations etc.having a major bearing on the Company's affairs. expect few points mentioned above.


22


� We have relied on the representations made by the Company and its officers for systems and mechanismsformed by the Company for compliances under applicable laws/Acts/Regulations to the Company.

Sd/-N. Vanitha

M.No. 26859C.P. No.10573

UDIN:A026859C000897531

Place: HyderabadDate: 04th September, 2021

Note: This report is to be read with our letter of even date which is annexed as 'Annexure B' and forms an integralpart of this report

23


‘Annexure B’

ToThe Members,Aarv Infratel LimitedPlot No.78, Sai Durga Enclave,Agrahara Village Kogilu, Yelahanka,Bangalore, Karnataka-560064.

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibilityis to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance aboutthe correctness of the contents of the Secretarial records. The verification was done on test basis to ensure thatcorrect facts are reflected in secretarial records. We believe that the processes and practices, we followedprovide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of thecompany.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rulesand regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is theresponsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacyor effectiveness with which the management has conducted the affairs of the company.

Sd/-N. Vanitha

M.No. 26859C.P. No.10573

UDIN:A026859C000897531

Place: HyderabadDate: 04th September, 2021


24

Annexure: II

Conservation of energy, technology absorption, foreign exchange earnings and outgo(Particulars pursuant to the Companies (Accounts) Rules, 2014)

A. Conservation of Energy:

Energy Conservation measure taken – “NIL”

Impact of the clause (1) and (2) above for reduction of energy consumption and consequent impact on theproduction of goods - “NIL”

B. Technology Absorption:

1. Efforts, in brief, made towards technology absorption, adoption and innovation: NIL

2. Benefits derived as a result of the above efforts, Ex; product improvement, cost reduction, productdevelopment, import substitution etc. : NIL

3. Import of technology : NIL

C. Research and Development:

1. Specific areas in which R & D carried out by the Company : Nil

2. Benefits derived as a result of the above R& D : Nil

3. Future plan of action : Nil

4. Expenditure on R & D

a) Capital : Nil

b) Recurring : Nil

c) Total : Nil

d) Total Expenditure on R & D as a percentage of total turnover : Nil

D. Foreign Exchange Earnings and out go.

Foreign Exchange earnings during the year is Rs. 0 (ZERO) & Outflow is Rs.0 (ZERO).

By order of the Board of DirectorsFor Aarv Infratel Limited


Sd/-ANITA SAKURU



Chairman & Non-Executive Director(DIN: 05243450)

25


Annexure III

Form AOC-1(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies

(Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

Part "A": Subsidiaries

The Company has no subsidiaries.

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and JointVentures: Not applicable



Sd/-ANITA SAKURU





26

Annexure IV

MANAGEMENT DISCUSSION AND ANALYSIS

Industry Structure & Development:

Macro-Economic Situation

A robust telecommunications infrastructure is now an essential service for delivering high-speed connectivity topeople, homes, offices and governments. The global movement towards everything digital and proliferation of powerfulmobile devices such as smart phones, tablets and IoT, rollout of new 4G and 5G networks for mobile and fixedbroadband and increased penetration of highspeed, fiber-based home broadband is driving the global demand forall-pervasive, higher capacity fiber optic networks based. The telecom and internet service providers are investingsignificant capex to upgrade their optical networks and this presents a robust growth opportunity for our industry. Acombination of factors such as, increased adoption of home broadband, high-speed mobile broadband, bandwidth-intensive applications such as high-speed business Ethernet, cloud connectivity, high-capacity wireless backhaul,and data center inter-connections are resulting in an expansion of the optical network equipment market. The continuingglobal trend of increased data consumption by consumers, enterprises and intelligent devices is a favorable driverfor our business. With internet becoming more ubiquitous and use of high-bandwidth services such as video streaming,social networking and e-commerce becoming commonplace, there is a dramatic increase in data traffic in telecomnetworks. The global outbreak of COVID-19 and stringent social distancing restrictions are accelerating this trend.As a result, telecom operators are increasing capital investments in optical transmission and broadband accessequipment to ensure that mobile and home broadband services are delivered with requisite quality and in costeffectivemanner. While optical capital expenditure is growing in large parts of the globe, India and other developing countriesin SAARC, South East Asia, Africa and Americas are growing faster than other geographies since developing countrieshave huge pent-up demand for optical fiber and fiber-based equipment in the access and backhaul to serve anexponential growth in highspeed data traffic driven by expansion of 4G networks while preparing for impending 5Grollouts, fiber-to-the-home (FTTH) and fixed wireless access (FWA) applications for broadband access, and growingbandwidth consumption by consumers and businesses due to preference for video-conferencing, video calling andvirtualied events. India is expected to have one of the highest compounded annual growth rate (CAGR) of opticalcapex in the coming years and one of the highest proportion of optical capex to total telecom capex in the world inthe next few years. The recent pandemic caused by COVID-19, has accelerated the need for high-bandwidth, reliableand secured networks, given the new trends such as work-from-home, remote learning, telemedicine, entertainment,e-commerce, e-Governance etc.

The demand for optical transmission will be driven by the following factors:

Mobile backhaul is defined as the transport of cell phone traffic between the cellular base station and the mobileswitching centre. In the case of 2G and 3G networks that were dominated by voice and low-speed data services,cellular traffic was largely backhauled over microwave radio but with the arrival of 4G and 5G networks that aredominated by higher-speed data traffic, optical fiber based backhaul has become the norm. The fiberisation trend isfurther accelerating with the advent of 5G due to a 10x increase in backhaul capacity requirements and a 10xdensification of cell towers, since 5G base-stations will be placed much more closer than the 4G basestations. InIndia, less than 30% of around 600,000 cell sites are currently fiberized (compared to 70-80% in developed countries)which is expected to increase to 60% by 2023. Overall, India has approximately 735 million mobile broadbandsubscribers today (source: TRAI statistics, March 2021) but the rural subscription base is ~30% so there continuesto be a latent demand for higher speed 4G services, especially in smaller towns and rural areas.

Impact of COVID-19 pandemic:

The spread of COVID-19 has severely impacted businesses around the globe. The situation is constantly evolvingand Governments in certain states have imposed various restrictions with the increase in number of COVID 19 casesduring the month of March 2021. The Company has considered various internal and external information availableup to the date of approval of financial statements in assessing the impact of COVID-19 pandemic on the financialstatements for the year ended March 31, 2021. During the year, while we have improved on customer collections,

27


continued uncertainties caused by the pandemic has resulted in some delays in few customer payments and neworders. Management expects potential delays in executing the orders-in-hand, due to an increase in lead-time forsourcing semiconductor components. Based on current assessment, management is of the view that some uncertaintyis likely to continue for the next few quarters, till large -scale vaccination happens around the world and the demandsupply situation in the semiconductor component industry stabilizes. The Company is debt-free and does not haveany borrowings as at year end. In the view of the management, there would be no adverse impact on the liquidityposition of the company based on the evaluation of cash flows for the next one year. As at March 31, 2021, managementhas made an assessment of the recoverability of carrying values of Property, Plant and Equipment, Intangible assets,Inventories and Financial assets taking into account all possible impact of known events arising from COVID-19pandemic and the same is reflected in our financials. Assessing the impact of COVID-19 is however a continuingprocess, given the uncertainties associated with its nature and duration and the Company will continue to closelymonitor the future situation.

Outlook: Company is evaluating various opportunities and suitable business opportunities which improve theoperations of the company.

Performance Review:

Discussion on Financial Performance with respect to Operational Performance:

1. Total Income: Nil

2. Share Capital:

The paid up share capital as on 31st March, 2021 is Rs. 458,92,380/-

3. Net Profit:

The Company's operating loss of Rs. (10,81,000) during the year.

4. Earnings Per Share (EPS):

The Earning Per Share for the Financial Year 2020-21 is Rs. (0.24) per share (Face Value: Rs.10/- each)

Your directors are putting continuous efforts to increase the performance of the Company and are hopeful that theperformance in coming year will overcome from the present situation.



Sd/-ANITA SAKURU





28

29


INDEPENDENT AUDITOR’S REPORT

To the members of Aarv Infratel Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of Aarv Infratel Limited ("the Company"), which comprisethe balance sheet as at 31st March 2021, and the statement of profit and loss (including Other ComprehensiveIncome), the cash flow Statement and the statement of changes in equity and for the year then ended, and notes to thefinancial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaidfinancial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so requiredand give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of theAct read with the Companies (Indian Accounting Standards) Rules, 2015, as amended ("IND AS") and other accountingprinciples generally accepted in India, of the state of affairs of the Company as at 31st March, 2021, and its profit,total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Financial Statements section of our report. We are independent of the Companyin accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") togetherwith the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act,and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirementsand the ICAI's Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinion on the financial statements.

Emphasis of Matter

We draw attention to Note 1.18 of the financial statements, which describes the extent to which the COVID-19Pandemic will impact the Company's results which depend on future developments that are highly uncertain. Ouropinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of thefinancial statements of the current period. These matters were addressed in the context of our audit of the financialstatements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on thesematters.

"We have determined that there are no key audit matters to communicate in our report."

Other Information

The Company's Board of Directors are responsible for the other information. The other information comprises theinformation included in the annual report, for example, Management Discussion and Analysis, Board's Report includingAnnexures to Board's Report, Business Responsibility Report, Corporate Governance and Shareholder's Information,but does not include the financial statements and our auditor's report thereon. The other information as stated aboveis expected to be made available to us after the date of this auditor's report.

Our opinion on the financial statements does not cover the other information and we do not express any form ofassurance conclusion thereon.


30

In connection with our audit of the financial statements, our responsibility is to read the other information identifiedabove when it becomes available and, in doing so, consider whether the other information is materially inconsistentwith the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the other information as stated above, if we conclude that there is a material misstatement therein, weare required to communicate the matter to those charged with Governance.

Management’s Responsibility for the Financial Statements

The Company's Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect tothe preparation of these financial statements that give a true and fair view of the financial position, financial performanceincluding other comprehensive income, cash flows and changes in equity of the Company in accordance with theaccounting principles generally accepted in India, including the accounting Standards specified under section 133 ofthe Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments and estimates that are reasonableand prudent; and design, implementation and maintenance of adequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation andpresentation of the financial statements that give a true and fair view and are free from material misstatement,whether due to fraud or error.

In preparing the financial statements, the management is responsible for assessing the Company's ability to continueas a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis ofaccounting unless the management either intends to liquidate the Company or to cease operations, or has no realisticalternative but to do so.

The Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free frommaterial misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance withSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, they could reasonably be expected to influence the economicdecisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticismthroughout the audit. We also:

� Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficientandappropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,misrepresentations, or the override of internal control.

� Obtain an understanding of internal financial controls relevant to the audit in order to design audit proceduresthatare appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressingour opinion on whether the Company has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

� Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates andrelated disclosures made by management.

� Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based onthe audit evidence obtained, whether a material uncertainty exists related to events or conditions thatmay castsignificant doubt on the Company’s ability to continue as a going concern. If we conclude that a material

31


uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in thefinancial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are basedon the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions maycause the Company to cease to continue as a going concern.

� Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,and whether the financialstatements represent the underlying transactions and events in a manner that achievesfair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate,makes it probable that the economic decisions of a reasonably knowledgeableuserof the financial statementsmay be influenced. We consider quantitative materiality and qualitative factors in(i) planningthe scope of ouraudit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatementsin the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope andtiming of the audit and significant audit findings, includingany significant deficiencies in internal controlthat we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence, and to communicate with them all relationships and other matters thatmay reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were ofsignificance in the audit of the financial statements of the current period and are therefore the key auditmatters.We describe these matters in our auditor’s report unless law or regulation precludes publicdisclosureaboutthe matter or when, in extremely rare circumstances, we determine that a matter should not bein ourreport because the adverse consequences of doing so would reasonably be expected to outweigh thepublic interestbenefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order"), issued by the Central Governmentof India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the "Annexure-B"a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, based on our audit we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledgeand belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as itappears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, The CashFlow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with thebooks of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified underSection 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31st March, 2021 taken onrecord by the Board of Directors, none of the directors is disqualified as on 31st March, 2021 frombeing appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Companyand the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our


32

For NSVR & ASSOCIATES LLP.,Chartered Accountants(FRN No.008801S/S200060)

Sd/-N V Gangadhara RaoPartnerM No: 219486UDIN: 21219486AAAADV2341

Date: 30.06.2021Place: Hyderabad.

report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company'sinternal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirementsof Section 197(16) of the Act, as amended, in our opinion and to the best of our information andaccording to the explanations given to us, the remuneration paid/provided by the Company to its directorsduring the year is in accordance with the provisions of the section 197 of the Act.

h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information andaccording to the explanations given to us:

i) The Company has disclosed the impact of pending litigations on its financial position in its financialstatements and company does not have any pending litigation.

ii) The Company does not have any derivatives contracts. Further there are no long term contractsfor which provisions for any material foreseeable losses is required to be made.

iii) There are no amounts pending that are required to be transferred to Investor Education andProtection Fund.

33


ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph (f) under 'Report on Other Legal and Regulatory Requirements'section of our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the CompaniesAct, 2013 ("the Act")

(i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Aarv Infratel Limited ("the Company")as of 31st March, 2021 in conjunction with our audit of the Financial Statements of the Company for the year endedon that date.

Management’s Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls based on theinternal control over financial reporting criteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilities include the design,implementation and maintenance of adequate internal financial controls that were operating effectively for ensuringthe orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of itsassets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records,and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reportingbased on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internalfinancial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute ofChartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and if such controls operated effectively in allmaterial respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financialcontrols system over financial reporting and their operating effectiveness. Our audit of internal financial controlsover financial reporting included obtaining an understanding of internal financial controls over financial reporting,assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, includingthe assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on the Company's internal financial controls system over financial reporting.

Meaning of internal financial Controls over Financial reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financial statements in accordancewith generally accepted accounting principles, and that receipts and expenditures of the company are being madeonly in accordance with authorizations of management and directors of the company; and (3) provide reasonable


34

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company'sassets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility ofcollusion or improper management override of controls, material misstatements due to error or fraud may occur andnot be detected. Also, projections of any evaluation of the internal financial controls over financial reporting tofuture periods are subject to the risk that the internal financial control over financial reporting may become inadequatebecause of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion:

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financialreporting and such internal financial controls over financial reporting were operating effectively as at 31st March,2021 based on the internal control over financial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India




35


ANNEXURE ‘B’ TO THE INDEPENDENT AUDITOR’S REPORT

The Annexure referred paragraph 1 of Auditor's Responsibility to Financial Statements to in our IndependentAuditors' Report to the members of the Aarv Infratel Limited on the Financial Statements for theperiod ended 31st March 2021, we report that:

1.1 The Company has maintained proper records showing full particulars, including the Quantitative details andthe situation of fixed assets.

1.2 As explained to us, the fixed assets have been physically verified by the Management in a periodical manner,which in our opinion is reasonable, having regard to the size of the company and the nature of its business.According to the information and explanations given to us, no material discrepancies were noticed on suchverification.

1.3 According to the information and explanations given to us and on the basis of our examination of the recordsof the company, the title deeds of immovable property are held in the name of company.

2.1 As the company does not have the inventory hence the reporting requirements under this clause is not applicableto the company.

3.1 The Company has not granted any loans, secured or unsecured during the period. Thus Paragraph 3 (iii) ofthe order is not applicable to the company.

4.1 In our opinion and according to the information and explanations given to us, the Company has not given anyloans, made investments or provided securities to companies and other parties listed under section185 and186 of the Act.

5.1 The Company has not accepted any deposits from the public within the meaning of Sections 73 to76 of theAct and rules framed there under.

6.1 Pursuant to the rules made by the Central Government of India, the Company is not required to maintain costrecords as specified under Section 148(1) of the Act.

7.1 According to the information and explanations given to us and on the basis of our examination of the records,the Company is generally regular in depositing undisputed statutory dues including provident fund, employeesstate insurance, income tax, sales tax, service tax, Goods and Services Tax, duty of customs, duty of excise,value added tax, cess and other material statutory dues as applicable to the appropriate authorities havegenerally been regularly deposited during the year by the Company with the appropriate authorities Exceptthe followings

Income tax Payable : Rs. 1.20 Lacs

Professional Tax : Rs. 0.23 Lacs

According to the information and explanations given to us no undisputed amounts payable in respect ofprovident fund, employees state insurance, income tax, sales tax, service tax, Goods and Services Tax, duty ofcustoms, duty of excise, value added tax, cess and other material statutory were in arrears as at 31st March2021 for a period of more than six months from the date they became payable.

7.2 According to the information and explanations given to us, there are no material dues of income tax or salestax or service tax or Goods and Services Tax or duty of customs or duty of excise or value added tax whichhave not been deposited by the company on account of dispute.

8.1 According to the information and explanations given to us, the Company has not defaulted in the repaymentof loans or borrowings to financial institutions and banks. The Company did not have any outstanding loansor borrowings from financial institutions or Government and there are no dues to debenture holders duringthe year.


36

9.1 In our opinion and according to the information and explanations given to us, the Company has not raisedmoneys by way of initial public offer or further public offer (including debt instruments) and the term loanshave been used by the Company during the year for the purpose for which they were raised.

10.1 To the best of our knowledge and according to the information and explanations given to us, no materialfraud by the Company or on the Company by its officers or employees has been noticed or reported during thecourse of our audit.

11.1 According to information and explanation given to us and based on our examination of records of the Company,the Company has paid /provided for managerial remuneration with the requisite approvals mandated by theprovisions of Section 197 read with Schedule V of the Act.

12.1 In our opinion and according to the information and explanations given to us, the Company is not a Nidhicompany. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.

13.1 According to the information and explanations given to us and based on our examination of the records of theCompany, transactions with the related parties are in compliance with sections 177 and 188 of the Act whereapplicable and details of such transactions have been disclosed in the Ind AS financial statements as requiredby the applicable accounting standards.

14.1 According to the information and explanations given to us and based on our examination of records of thecompany, the Company has not made any preferential allotment or private placement of shares or fully orpartly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable tothe Company.

15.1 According to the information and explanations given to us and based on our examination of records of theCompany, the Company has not entered into non-cash transactions with directors or persons connected withthem. Accordingly, paragraph 3(xv) of the Order is not applicable to the company.

16.1 According to the information and explanations given to us, the Company is not required to be registeredunder section 45-IA of the Reserve Bank of India Act, 1934.




37


ASSETSNon-current assetsProperty plant and Equipment 2 0.06 0.07Capital Work Inprogress - -

Financial assets Investments 3 0.04 0.04 Loans & Advances 4 11.99 11.99

Deferred Tax Assets (net) - -

Other non current assets - -

12.09 12.10

Current assets

Inventories - -

Financial assets

Trade receivables 5 9.19 9.19

Cash and cash equivalent 6 0.06 0.46

Loans & Advances 4 5.02 5.02

Other current assets 7 0.17 0.1714.45 14.85

TOTAL 26.54 26.94

EQUITY AND LIABILITIESEquityEquity Share Capital 8 503.74 503.74Other Equity 9 (580.35) (569.53)

(76.61) (65.80)Liabilities

Non-current liabilitiesFinancial Liabilities

Borrowings - -

Long Term Provisions - -Other Financial Liabilities - -

- -Current liabilitiesFinancial Liabilities Borrowings - - Trade payables 10 35.62 35.62 Other financial liabilities 11 47.57 37.96Provisions 12 3.78 3.78Other current liabilities 13 16.18 15.38

103.15 92.74TOTAL 26.54 26.94

As per our Report of even date

BALANCE SHEET AS AT 31st MARCH, 2021(Rs In Lakhs)

P A R T I C U L A R S Note As on As onNo. 31.03.2021 31.03.2020

For M/s. NSVR & Associates LLP.,Chartered AccountantsFRN : 008801S/S200060

Sd/-N.V Gangadhara RaoPartnerM.No. 219486UDIN: 21219486AAAADV2341Place: HyderabadDate: 30.06.2021

For and on behalf of the Board of Directors

For Aarv Infratel Limited

Sd/-Sakuru Anitha

DirectorDIN: 00475947

Sd/-Sakuru Raghuveer



38

Statement of Profit and Loss for the THE QUARTER AND YEAR ENDED 31st March 2021

Particulars NotesNo

Year Ended31.03.2021

Year Ended31.03.2020

Incomea) Revenue from Operations 14 - 6.52b) Other Operating Income - -Total Revenue from Operations - 6.52

Other Income - - - -

Total Income ( 1 + 2 ) - 6.52

Expensesa. Cost of Material Consumed - -b. Direct Expenses 15 - 6.50c. Changes in inventories - -d. Employee benefits expense 16 2.31 2.60e. Finance Cost - -f. Depreciation and Amortisation expense 2 0.01 0.02g. Other Expenses 17 8.49 18.27

Total Expenses 10.81 27.39

Profit / (Loss) from Operations before exceptional items and Tax(1 + 2 - 3) (10.81) (20.87)Tax Expensesa. Current Tax - -b. Deferred Tax - -Profit/ (Loss) for the Year ( 4 - 5 ) (10.81) (20.87)Other Comprahensive Income (OCI)a. (1) Items that will not be reclassified subsequently to profit or loss - - (2) Income tax relating to items that will not be reclassified to profit or loss - -b. (1) Items that will br reclassified to profit or loss - - (2) Income tax relating to items that will be reclassified to profit or loss - -Total of Other Comprahensive income - -

Total Comprahensice income for the period (6+7) (10.81) (20.87)

Paid -up Equity Share Capital (Face Value of Rs. 10/- each) 458.92 458.92

Earnings per Equity Share ( Face Value of Rs. 10/- each)- Basic (0.24) (0.45)- Diluted (0.24) (0.45)

Summary of significant accounting policies and Notes to Accounts 1-23

(Rs. In Lakhs)

As per our Report of even dateFor M/s. NSVR & Associates LLP.,Chartered AccountantsFRN : 008801S/S200060

Sd/-N.V Gangadhara RaoPartnerM.No. 219486UDIN: 21219486AAAADV2341

Place: HyderabadDate: 30.06.2021



Sd/-Sakuru Anitha




39


CASH FLOW FROM OPERATING ACTIVITIES

Net profit before tax (10.81) (20.87)

Adjustments for :

Depreciation and amortization expense 0.01 0.02

Interest Received on Fixed Deposit - -

Interest & Finance Charges Paid - -

Operating profit before working capital changes (10.80) (20.85)Movements in Working Capital

(Increase)/Decrease in Inventories - -

(Increase)/Decrease in Trade Receivables (0.00) -

(Increase)/Decrease in Other Current Assets - -

(Increase)/Decrease in Other Non Current Assets - -

Increase/(Decrease) in Trade Payables - -

Increase/(Decrease) in Other financial liabilities 9.61 17.85

Increase/(Decrease) in Other Current liabilities 0.80 0.50

Increase/(Decrease) in Other Non Current liabilities & Provisions - -

Changes in Working Capital 10.41 18.35Cash generated from operations (0.40) (2.50)Direct Taxes Paid - -

Net Cash from operating activities (A) (0.40) (2.50)

Cash flows from Investing Activities

Purchase of Fixed Assets (Including CWIP) - -

(Increase)/Decrease in Loans & Advances (0.00)Interest Received - -

Net Cash used in Investing Activities (0.00) -

Cash flows from/(used in) Financing Activities

Issue of Share Capital - -

Proceeds from Long term borrowings - -

Repayment/Proceeds of/from Short-term borrowings - -

Interest paid - -

Net Cash used in Financing Activities - -

Net Increase/(Decrease) in cash and cash equivalents (0.40) (2.50)

Cash and Cash equivalents at the beginning of the year 0.46 2.96

Cash and Cash equivalents at the ending of the year 0.06 0.46

CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2021(Rs In Lakhs)

P A R T I C U L A R S For the For the year ended year ended

31 March 2021 31 March 2020






Sd/-Sakuru Anitha





40

Notes to Accounts: -

1. Auditors Remuneration

Particulars For the year ended For the year ended 31 March 2021 31 March 2020

a) Audit fees 30,000 30,000

b) Other chargesTaxation matters - -

c) Reimbursement of out of pocket expense - -

TOTAL 30,000 30,000


Earnings

Profit attributable to equity holders 45,57,805 23,21,956

Shares

Number of shares at the beginning of the year 50,00,000 50,00,000

Add: Equity shares issued - -

Less: Buy back of equity shares - -

Total number of equity shares outstanding at the end 50,00,000 50,00,000of the year

Weighted average number of equity shares outstanding 50,00,000 50,00,000during the year - Basic

Add: Weighted average number of equity shares arising - -out of outstanding stock options (net of the stockoptions forfeited) that have dilutive effect on the EPS

Weighted average number of equity shares outstanding 50,00,000 50,00,000during the year - Diluted

Earnings per share of par value Rs. 10/- - Basic (`) 0.91 0.46

Earnings per share of par value Rs. 10/- - Diluted (`) 0.91 0.46

2. Earnings per Share


a) Purchas FOB Value of Imports - -

b) Professional Fees - -

c) Other expenses

TOTAL - -

3. Earnings/expenditure in foreign currency:

Expenditure in Foreign currency:

41



FOB Value of Exports - -Dividend - -Other expenses - -

TOTAL - -

4. Earnings in Foreign currency:

5. Determination of Fair Values:

The Company’s accounting policies and disclosures require the determination of fair value, for certain financialand non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosurepurposes based on the following methods. When applicable, further information about the assumptions madein determining fair values is disclosed in the notes specific to that asset or liability

(i) Property, plant & Equipment:

The Company has not elected to measure any item of property, plant and equipment at its fair value at theTransition Date; property, plant and equipment have been measured at cost in accordance with Ind AS.

(ii) Investments in equity securities

The fair value of marketable equity is determined by reference to their quoted market price at the reporting date.

6. Income Taxes:

a. Income tax expense/ (benefit) recognized in the statement of profit and loss:

Income tax expense/ (benefit) recognized in the statement of profit and loss consists of the following:

Particulars For the year ended For the year ended 31st March 2021 31st March 2020

Current taxes expense 16,01,392 8,15,823Domestic - -Mat Credit Entitlement - -Deferred taxes expense/(benefit) - -Domestic - -Total income tax expense/(benefit) recognized in the 16,01,392 8,15,823statement of profit and loss

Particulars 31st March 2021 31st March 2020

Profit before income taxes 61,59,197 31,37,779Enacted tax rate in India 26% 26%Computed expected tax benefit/(expense) 16,01,392 8,15,823Effect of:Expenses not deductible for tax purposesExpenses deductible for tax purposesOther IncomeForeign exchange differencesEffect of change in tax laws and rateInvestment allowance deduction OthersIncome tax benefit/(expense) 16,01,392 8,15,823 Effective tax rate (a) 26% 26%

b. Reconciliation of Effective tax rate:


42

6. Financial Instruments:

Set out below, is a comparison by class of the carrying amounts and fair value of the financial instruments, other thanthose with carrying amounts that are reasonable approximations of fair values:




For and on behalf of the Board of DirectorsFor Aarv Infratel Limited



Sd/-Sakuru Anitha


Financial assets

Cash and cash equivalents 22,17,111 22,17,111 13,24,411 13,24,411

Long term Loans and advances 39,55,59,885 39,55,59,885 25,37,89,560 25,37,89,560

Other financial assets 53,31,775 53,31,775 26,65,871 26,65,871

Total 40,31,08,771 40,31,08,771 25,77,79,842 25,77,79,842

Financial liabilities

Trade Payable 2,31,191 2,31,191 1,49,821 1,49,821

Borrowings 33,19,85,387 33,19,85,387 19,71,00,523 19,71,00,523

Total 33,22,16,578 33,22,16,578 19,72,50,344 19,72,50,344

Carrying ValueParticulars Mar 21 Mar 21 Mar 20 Mar 20

Fair Value Carrying Value Fair Value

43


Notes to standalone financial statements

DESCRIPTION OF THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

1.1. Corporate Information:

Aarv Infratel Limited ("the Company") domiciled in India and incorporated under the provisions of theCompanies Act 1956. The Shares of the company are listed on Bombay Stock Exchange. The company is inthe Business of developing, Trading of Telecommunication systems, Telecommunication networks &Telecommunication Services. The principal accounting policies applied in the preparation of the financialstatements are set out below. These policies have been consistently applied to all the years presented, unlessotherwise stated.

1.2 Basis of Preparation and Presentation of Financial Statements

The financial statements of Aarv Infratel Limited("the Company") have been prepared and presented inaccordance with the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian AccountingStandards) Rules 2015, as amended and as per other relevant provisions of the Act. The presentation offinancial statements is based upon Ind AS Schedule III of Companies Act, 2013.

1.3 Basis of Measurement

These financial statements have been prepared on the historical cost convention and on an accrual basis,except for the following material items in the balance sheet:

� All assets and liabilities are classified into current and non-current based on the operating cycle of lessthan twelve months or based on the criteria of realisation/settlement within twelve months period fromthe balance sheet date.

1.4 Use of estimates and judgments

The preparation of financial statements in conformity with Ind AS requires management to make judgments,estimates and assumptions that affect the application of accounting policies and the reported amounts ofassets, liabilities, income and expenses. These estimates and associated assumptions are based on historicalexperiences and various other factors that are believed to be reasonable under the circumstances. Actualresults may differ from these estimates.

Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimatesare recognized in the period in which the estimates are revised and in any future periods affected. In particular,the areas involving critical estimates or Judgments are:

a. Depreciation and amortization: Depreciation and amortization is based on management estimates ofthe future useful lives of certain class of property, plant and equipment and intangible assets.

b. Provision and contingencies: Provisions and contingencies are based on the Management's best estimateof the liabilities based on the facts known at the balance sheet date.

c. Fair valuation: Fair value is the market based measurement of observable market transaction or availablemarket information.All financial instruments are measured at fair value as at the balance sheet date, asprovided in Ind AS 109 and 113. Being a critical estimate, judgment is exercised to determine the carryingvalues. The fair value of financial instruments that are unlisted and not traded in an active market isdetermined at fair values assessed based on recent transactions entered into with third parties, based onvaluation done by external appraisers etc.,

1.5 Functional and presentation currency

These financial statements are presented in Indian rupees, which is also the functional currency of the Company.All financial information presented in Indian rupees has been rounded to the nearest Lakhs.


44

1.6 Current and noncurrent classification

All the assets and liabilities have been classified as current or noncurrent as per the Company's normal operatingcycle and other criteria set out in the Schedule III to the Companies Act, 2013and Ind AS 1, Presentation offinancial statements.

Assets: An asset is classified as current when it satisfies any of the following criteria:

� It is expected to be realized in, or is intended for sale or consumption in, the Company's normal operatingcycle;

� It is held primarily for the purpose of being traded;

� It is expected to be realized within twelve months after the reporting date; or

� It is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for atleast twelve months after the reporting date.

Liabilities: A liability is classified as current when it satisfies any of the following criteria:

� It is expected to be settled in the Company's normal operating cycle;

� It is held primarily for the purpose of being traded;

� It is due to be settled within twelve months after the reporting date; or

� The Company does not have an unconditional right to defer settlement of the liability for at least twelvemonths after the reporting date. Terms of a liability that could, at the option of the counterparty, result inits settlement by the issue of equity instruments do not affect its classification.

Current assets/ liabilities include the current portion of noncurrent assets/ liabilities respectively. Allother assets/ liabilities are classified as noncurrent. Deferred tax assets and liabilities are always disclosedas non-current.

1.7 Foreign Currency Transactions

Transactions in foreign currencies are translated to the respective functional currencies of entities within theCompany at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated inforeign currencies at the reporting date are translated into the functional currency at the exchange rate at thatdate. Exchange differences arising on the settlement of monetary items or on translating monetary items atrates different from those at which they were translated on initial recognition during the period or in previousfinancial statements are recognized in the statement of profit and loss in the period in which they arise.

Non-monetary assets and liabilities denominated in a foreign currency and measured at historical cost aretranslated at the exchange rate prevalent at the date of transaction, if any.

1.8 Property, plant and equipment

Recognition and measurement

Property, Plant and Equipment are stated at cost of acquisition or construction less accumulated depreciationand impairment loss, if any. Cost includes expenditures that are directly attributable to the acquisition of theasset i.e., freight, duties and taxes applicable and other expenses related to acquisition and installation. Thecost of self-constructed assets includes the cost of materials and other costs directly attributable to bringingthe asset to a working condition for its intended use. Borrowing costs that are directly attributable to theconstruction or production of a qualifying asset are capitalized as part of the cost of that asset.

Directly attributable costs include:

a. of Employee Benefits arising directly from Construction or acquisition of PPE.

b. Cost of Site Preparation.

45


c. Initial Delivery & Handling costs.

d. Professional Fees and

e. Costs of testing whether the asset is functioning properly, after deducting the net proceeds from sellingany items produced while bringing the asset to that location and condition (such as samples producedwhen testing equipment).

When parts of an item of property, plant and equipment have different useful lives, they are accounted foras separate items (major components) of property, plant and equipment.

Gains and losses upon disposal of an item of property, plant and equipment are determined by comparingthe proceeds from disposal with the carrying amount of property, plant and equipment and are recognizednet within in the statement of profit and loss.

The cost of replacing part of an item of property, plant and equipment is recognized in the carryingamount of the item if it is probable that the future economic benefits embodied within the part will flowto the Company and its cost can be measured reliably. The costs of repairs and maintenance are recognizedin the statement of profit and loss as incurred.

Items of property, plant and equipment acquired through exchange of non-monetary assets are measuredat fair value, unless the exchange transaction lacks commercial substance or the fair value of either theasset received or asset given up is not reliably measurable, in which case the asset exchanged is recordedat the carrying amount of the asset given up.

Depreciation and Amortization

Depreciation is recognized in the statement of profit and loss on a straight line basis over the estimated usefullives of property, plant and equipment based on Schedule II to the Companies Act, 2013 ("Schedule"), whichprescribes the useful lives for various classes of tangible assets. For assets acquired or disposed of during theyear, depreciation is provided on pro - rata basis. Land is not depreciated.

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjustedprospectively, if appropriate.

The estimated useful lives are as follows:

Type of Asset Estimated useful life in years

Buildings

i) Main Plant Building 30

ii) Other Building 60

Plant & Machinery 25

Lab Equipment 7.5

Material Handling 7.5

Fire fighting 7.5

Vehicles 8

Computers 3

Office Equipment 5

Furniture & Fixtures 10


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Advances paid towards the acquisition of property, plant and equipment outstanding at each reporting date isdisclosed as capital advances under other noncurrent assets. The cost of property, plant and equipment notready to use before such date are disclosedunder capital work-in-progress. Assets not ready for use are notdepreciated.

The Company assesses at each balance sheet date, whether there is objective evidence that an asset or a groupof assets is impaired. An asset's carrying amount is written down immediately to its recoverable amount if theasset's carrying amount is greater than its estimated recoverable amount. Recoverable mount is higher of thevalue in use or fair value less cost to sell.

1.9 Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liabilityor equity instrument of another entity.

A. Financial Assets

1) Initial Recognition and measurement

All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fairvalue through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.Purchases or sales of financial assets that require delivery of assets within a time frame established by regulationor convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that theCompany commits to purchase or sell the asset.

2) Subsequent Measurement

For purposes of subsequent measurement, financial assets are classified in following categories:

a) Financial Assets at Amortised Cost

Financial assets are subsequently measured at amortised cost if these financial assets are held within abusiness model with an objective to hold these assets in order to collect contractual cash flows and thecontractual terms of the financial asset give rise on specified dates to cash flows that are solely paymentsof principal and interest on the principal amount outstanding. Interest income from these financial assetsis included in finance income using the effective interest rate ("EIR") method. Impairment gains or lossesarising on these assets are recognised in the Statement of Profit and Loss.

b) Financial Assets Measured at Fair Value

Financial assets are measured at fair value through OCI if these financial assets are held within a businessmodel with an objective to hold these assets in order to collect contractual cash flows or to sell thesefinancial assets and the contractual terms of the financial asset give rise on specified dates to cash flowsthat are solely payments of principal and interest on the principal amount outstanding. Movements in thecarrying amount are taken through OCI, except for the recognition of impairment gains or losses, interestrevenue and foreign exchange gains and losses which are recognised in the Statement of Profit and Loss.

c) Impairment of Financial Assets

In accordance with Ind AS 109, expected credit loss (ECL) model for measurement and recognition ofimpairment loss on the trade receivables or any contractual right to receive cash or another financial assetthat result from transactions that are within the scope of Ind AS 18. As Company trade receivables arerealised within normal credit period adopted by the company, hence the financial assets are not impaired.

d) De-recognition of Financial Assets

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financialassets) is primarily derecognised (i.e., removed from the Company's balance sheet) when:

� The rights to receive cash flows from the asset have expired, or

47


� The Company has transferred its rights to receive cash flows from the asset or has assumed an obligationto pay the received cash flows in full without material delay to a third party under a 'pass-through'arrangement? and either (a) the Company has transferred substantially all the risks and rewards of theasset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of theasset, but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset or has entered into apass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards ofownership. When it has neither transferred nor retained substantially all of the risks and rewards of theasset, nor transferred control of the asset, the Company continues to recognise the transferred asset to theextent of the Company's continuing involvement. In that case, the Company also recognises an associatedliability. The transferred asset and the associated liability are measured on a basis that reflects the rightsand obligations that the Company has retained.

B. Financial Liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value i.e., loans andborrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings andpayables, net of directly attributable transaction costs.

The Company's financial liabilities include trade and other payables, loans and borrowings including bankoverdrafts, financial guarantee contracts.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized costusing the EIR method. Gains and losses are recognized in the statement of profit and loss when the liabilitiesare derecognized as well as through the EIR amortization process.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or coststhat are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profitand loss.

Fair value measurement

The Company classifies the fair value of its financial instruments in the following hierarchy, based ontheinputs used in their valuation:

i) Level 1: The fair value of financial instruments quoted in active markets is based on their quoted closingprice at the balance sheet date.

ii) Level 2: The fair value of financial instruments that are not traded in an active market is determined byusing valuation techniques using observable market data. Such valuation techniques include discounted cashflows, standard valuation models based on market parameters for interest rates, yield curves or foreign exchangerates, dealer quotes for similar instruments and use of comparable arm's length transactions.

iii) Level 3: The fair value of financial instruments that are measured on the basis of entity specificvaluationsusing inputs that are not based on observable market data (unobservable inputs).


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Derivative financial instruments and hedging activities:

A derivative is a financial instrument which changes value in response to changes in an underlying asset andis settled at future date. Derivatives are recognised at fair value at the end of reporting period and are subsequentlyre-measured at their fair value at each reporting period. The method of recognising the resulting gain or lossdepends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item beinghedged. The Company designates certain derivatives as either:

a. hedges of the fair value of recognised assets or liabilities (fair value hedge); or

b. hedges of a particular risk associated with a firm commitment or a highly probable forecasted transaction(cash flow hedge);

The Company documents at the inception of the transaction the relationship between hedging instruments andhedged items, as well as its risk management objectives and strategy for undertaking various hedgingtransactions. The Company also documents its assessment, both at hedge inception and on an on-going basis,of whether the derivatives that are used in hedging transactions are effective in offsetting changes in cashflows of hedged items.

Movements in the hedging reserve are accounted in other comprehensive income and are shown within thestatement of changes in equity. The full fair value of a hedging derivative is classified as a non-current asset orliability when the remaining maturity of hedged item is more than 12 months and as a current asset or liabilitywhen the remaining maturity of the hedged item is less than 12 months. Trading derivatives are classified as acurrent asset or liability.

(a) Fair value hedge

Changes in the fair value of derivatives thatare designated and qualify as fair value hedges are recorded inthe Statement of Profit and Loss, together with any changes in the fair value of the hedged asset or liability thatare attributable to the hedged risk.

(b) Cash flow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flowhedges is recognised in other comprehensive income. The ineffective portion of changes in the fair value ofthe derivative is recognised in the statement of profit and loss. Gains or losses accumulated in equity arereclassified to the statement of profit and loss in the periods when the hedged item affects the statement ofprofit and loss.

When a hedging instrument expires or swapped or unwound, or when a hedge no longer meets the criteria forhedge accounting, any accumulated gain or loss existing in statement of changes in equity is recognised in theStatement of Profit and Loss.

When a forecasted transaction is no longer expected to occur, the cumulative gains/losses that were reportedin equity are immediately transferred to the statement of profit and loss.

Fair value measurement

Fair value of financial assets and liabilities is normally determined by references to the transaction price ormarket price. If the fair value is not reliably determinable, the Company determines the fair value usingvaluation techniques that are appropriate in the circumstances and for which sufficient data are available,maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

De-recognition of Financial Liabilities

Financial liabilities are de-recognised when the obligation specified in the contract is discharged, cancelled orexpired. When an existing financial liability is replaced by another from the same lender on substantiallydifferent terms, or the terms of an existing liability are substantially modified, such an exchange or modificationis treated as de-recognition of the original liability and recognition of a new liability. The difference in therespective carrying amounts is recognized in the Statement of Profit and Loss.

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1.10 Inventories

Inventories consist of raw materials, stores and spares, work-in-progress and finished goods and are measuredat the lower of cost and net realizable value. The cost of all categories of inventories is based on the weightedaverage method. Cost includes expenditures incurred in acquiring the inventories, production or conversioncosts and other costs incurred in bringing them to their existing location and condition. In the case of finishedgoods and work-in-progress, cost includes an appropriate share of overheads based on normal operatingcapacity. Stores and spares, that do not qualify to be recognized as property, plant and equipment, consists ofpacking materials, engineering spares (such as machinery spare parts) and consumables which are used inoperating machines or consumed as indirect materials in the manufacturing process. Net realizable value is theestimated selling price in the ordinary course of business, less the estimated costs of completion and sellingexpenses.

1.11 Impairment of non-financial assets

Intangible assets and property, plant and equipment, Intangible assets and property, plant and equipment areevaluated for recoverability whenever events or changes in circumstances indicate that their carrying amountsmay not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of thefair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset doesnot generate cash flows that are largely independent of those from other assets. In such cases, the recoverableamount is determined for the CGU to which the asset belongs. If such assets are considered to be impaired, theimpairment to be recognized in the statement of profit and loss is measured by the amount by which thecarrying value of the assets exceeds the estimated recoverable amount of the asset. An impairment loss isreversed in the statement of profit and loss if there has been a change in the estimates used to determine therecoverable amount. The carrying amount of the asset is increased to its revised recoverable amount, providedthat this amount does not exceed the carrying amount that would have been determined (net of any accumulatedamortization or depreciation) had no impairment loss been recognized for the asset in prior years.

1.12 Cash and Cash Equivalents

Cash and bank balances comprise of cash balance in hand, in current accounts with banks.

1.13 Provisions, Contingent Liabilities and Contingent Assets

Provisions

A provision is recognised when the Company has a present obligation (legal or constructive) as a result of pastevents and it is probable that an outflow of resources embodying economic benefits will be required to settlethe obligation, in respect of which a reliable estimate can be made of the amount of obligation. Provisions(excluding gratuity and compensated absences) are determined based on management's estimate required tosettle the obligation at the Balance Sheet date. In case the time value of money is material, provisions arediscounted using a current pre-tax rate that reflects the risks specific to the liability. When discounting is used,the increase in the provision due to the passage of time is recognised as a finance cost. These are reviewed ateach Balance Sheet date and adjusted to reflect the current management estimates.

Contingent liabilities

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation thatmay, but probably will not, require an outflow of resources. Where there is a possible obligation or a presentobligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure ismade.

Contingent assets

Contingent assets are not recognized in the financial statements. However, contingent assets are assessedcontinually and if it is virtually certain that an inflow of economic benefits will arise, the asset and relatedincome are recognized in the period in which the change occurs.


50

1.14 Revenue recognition

Revenue is recognized, when the company satisfies a performance obligation by transferring a promised goodor service to its customers. The company considers the terms of the contract and its customary businesspractices to determine the transaction price. Performance obligations are satisfied at the point of time whenthe customer obtains controls of the asset.

Revenue is measured based on transaction price, which is the fair value of the consideration received orreceivable, stated net of discounts, returns and value added tax. Transaction price is recognised based on theprice specified in the contract, net of the estimated sales incentives/ discounts. Accumulated experience isused to estimate and provide for the discounts/ right of return, using the expected value method.

1.15 Borrowing Costs

Borrowing costs consist of interest and other costs that the Company incurs in connection with the borrowingof funds. Also, the EIR amortisation is included in finance costs.

1.16 Tax Expenses

Income Tax

Current income tax is recognised based on the estimated tax liability computed after taking credit for allowancesand exemptions in accordance with the Income Tax Act, 1961. Current income tax assets and liabilities aremeasured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and taxlaws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Deferred Tax

Deferred tax is determined by applying the Balance Sheet approach. Deferred tax assets and liabilities arerecognised for all deductible temporary differences between the financial statements' carrying amount of existingassets and liabilities and their respective tax base. Deferred tax assets and liabilities are measured using theenacted tax rates or tax rates that are substantively enacted at the Balance Sheet date. The effect on deferredtax assets and liabilities of a change in tax rates is recognised in the period that includes the enactment date.Deferred tax assets are only recognised to the extent that it is probable that future taxable profits will beavailable against which the temporary differences can be utilised. Such assets are reviewed at each BalanceSheet date to reassess realisation.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assetsand liabilities. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right tooffset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

1.17 Earnings Per Share

The Company presents basic and diluted earnings per share ("EPS") data for its ordinary shares. Basic earningsper share are computed by dividing the net profit after tax by the weighted average number of equity sharesoutstanding during the period. Diluted earnings per share is computed by dividing the profit after tax by theweighted average number of equity shares considered for deriving basic earnings per share and also the weightedaverage number of equity shares that could have been issued upon conversion of all dilutive potential equityshares.

1.18 Global Health Pandemic on COVID-19

The novel coronavirus (COVID-19) pandemic continues to spread across the globe including India. COVID-19 has taken its toll on not just human life, but business and financial markets too. With substantial increase inCOVID-19 cases across different parts of the country, governments have introduced a variety of measures tocontain the spread of the virus, including, lockdowns, and restrictions on movement of people and goodsacross different geographies.

51


There has been no material change in the controls or processes followed in the closing of the financial statementsof the Company.

The management has, at the time of approving the financial statements, assessed the potential impact of theCOVID-19 pandemic on the Company. Based on the current assessment, the management is of the view thatimpact of COVID-19 on the operations of the Company and the carrying value of assets and liabilities isminimal. The ongoing COVID-19 situation may result in some changes in the overall economic and marketconditions, which may intern have an impact on the operations of the Company.


52

Statement of changes in equity

A. Equity share capital

Amount in Lakhs

Particulars As at As atMarch 31, 2021 March 31, 2020

Balance at the beginning of the reporting period 458.92 458.92

Changes in equity share capital during the year - -

Balance at the end of the reporting period 458.92 458.92

B. Other Equity

Statement of Changes in Equity

Balance as at April 01, 2020 (569.53) - - (569.53)

Addition / (deletion ) during the year / Period - - - -

Profit / (Loss) for the year (10.81) - - (10.81)

Other comprehensive income for the year - - - -

Total comprehensive income for the year (10.81) - - (10.81)

Balance as at March 31, 2021 (580.35) - - (580.35)

Particulars RetainedEarnings

SecuritiesPremium

Shareforfeiture

Total

Balance as at April 01, 2019 (548.67) - - (548.67)

Addition / (deletion ) during the year / Period - - - -

Profit / (Loss) for the year (20.87) - - (20.87)

Other comprehensive income for the year - - - -

Total comprehensive income for the year (20.87) - - (20.87)

Balance as at March 31, 2020 (580.35) - - (580.35)

Particulars RetainedEarnings

SecuritiesPremium

Shareforfeiture

Total








Sd/-Sakuru Anitha


53

AA

RV

INF

RA

TE

L L

IMIT

ED

29th A

nnual Report

Note: 2 Property, plant and Equipment

Particulars

Gross carrying value Accumulated Depreciation

Tangible Assets

Office equipments 0.11 - - 0.11 0.11 - - 0.11 0.00 0.00

Elcetrical equipments 0.18 - - 0.18 0.12 0.01 - 0.13 0.06 0.07

Total 0.29 - - 0.29 0.23 0.01 - 0.24 0.06 0.07

As at1st Apr2020

Additions DisposalsAs at

31st March2021

For theYear

DisposalsAs at

1st April2020

As at31st March

2021

Net carrying value

As at31st March

2021

As at31st March

2020


54

Note: 3 Investments

(Rs. in Lakhs)

Particulars As at As at31st March, 2021 31st March, 2020

Current Non Current Current Non Current

Investments at fair value through Profit or Loss A/c

Investments in Quoted Equity Instruments - - - -

Aggregate amount of Quoted Investments - - - -

Investments in Debt Instruments

Investments in NSC Bonds - 0.04 - 0.04

Total - 0.04 - 0.04

Note: 4 Loans and Advances

(Rs. in Lakhs)

Particulars As at As at31st March, 2021 31st March, 2020

Current Non Current Current Non Current

Security Deposits - 1.50 - 1.50

Loans and advances 5.02 10.49 5.02 10.49

Total 5.02 11.99 5.02 11.99

Particulars As At As At31st March, 2021 31st March, 2020

Unsecured, conisdered good 9.19 9.19

Less: Allowances for credit losses 0.00 0.00

Less: Provision for doubtful receivables 0.00 0.00

Total 9.19 9.19

Note: 5 Trade Receivables

(Rs. in Lakhs)

Note: 6 Cash and Cash Equivalents

(Rs. in Lakhs)


a) Cash and Cash equivalents

i) Cash on hand 0.04 0.05

ii) Balances with banks

- Current Accounts 0.02 0.41

b) Other Bank Balances (with restricted use)

(i) Deposit A/c - -

(ii) Share Application Money - -

TOTAL 0.06 0.46

55


Note: 7 Other current assets

(Rs. in Lakhs)


Advances with Government authorities 0.17 0.17

TOTAL 0.17 0.17

Details of shareholders holding more than 5% shares As at As at31st March, 2021 31st March, 2020

No. of shares % No. of shares %

Mrs. Anitha Sakru 11,59,827 25.27 1,159,827 25.27

Mr. Raghuveer 11,59,128 25.26 11,59,128 25.26

Note : 8 Equity Share Capital

(Rs. in Lakhs)


Authorized Share Capital

60,00,000 Equity Shares of Rs.10 each 600.00 600.00(Previous year :60,00,000 Equity Shares of Rs.10 each)

Issued Share Capital

60,00,000 Equity Shares of Rs.10 each 600.00 600.00(Previous year :60,00,000 Equity Shares of Rs.10 each)

Paid up Share Capital

a) 45,89,238 Equity Shares of Rs.10 each, fully paid up 458.92 458.92

b) Issued but not fully paid up

8,96,262Equity shares of Rs 10/- each

with voting rights Rs 5/- not paid up 0.00 0.00

Share Forefeiture Account 44.81 44.81

Total 503.74 503.74

8.1 Reconciliation of Number of Shares :


Number of Shares at the beginning of the year 45.89 45.89

Add: Share issue during the year 0.00 0.00

Less:Share forefeited 0.00 0.00

Number of Shares at the end of the year 45.89 45.89

8.2 Rights attached to equity shares

The Company has only one class of equity shares having a face value of Rs.10 /- each. Each holder of equity shareis entitled to one vote per share.In the event of liquidation of the Company, the equity shareholders will be entitled toreceive the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be inproportion to the number of equity shares held by the Shareholders


56

Note : 9 Other Equity

(Rs. In Lakhs)


General Reserve

Opening Balance - -

Add: Transfers during the year - -

- -

Capital Reserve

Opening Balance - -

Add: Transfers during the year - -

- -

Securities Premium

Opening Balance - -

Add: Premium recevied on issue of Shares - -

- -

Money Received against Share Warrants

Opening Balance - -

Add: Recevied in Current year - -

- -

Retained Earnings

Opening Balance (569.53) (548.67)

Add: Net profit transferred from the Statement of Profit and Loss (10.81) (20.87)

(580.35) (569.53)

Adjustments:

Deferred Tax - -

Net change in fair value of FVTPL investments and others - -

- -

Closing Balance (580.35) (569.53)

Note : 10 Trade Payables

(Rs. In Lakhs)


Due to Micro & Small Enterprises - -

Dues to others 35.62 35.62

Payable to others - -

Total 35.62 35.62


Loan from Others 9.31 9.31

Loan from Directors 38.26 28.65

Total 47.57 37.96

Note : 11 Other Financial Liabilities

(Rs. In Lakhs)

57


Note : 12 Provisions

(Rs. In Lakhs)


Provision for Tax 1.20 1.20

Provision for Professional Tax 0.23 0.23

Other Provisions 2.35 2.35

Total 3.78 3.78

Note : 13 Other Current Liabilities

(Rs. In Lakhs)


Advances from customers 3.54 3.54

amount payable to others 12.64 11.84

Total 16.18 15.38

Note : 15 Direct Expenses


Work Expenditure 6.50 6.50

Total 16.18 15.38

Note : 14 Revenue from operations

(Rs. In Lakhs)


Revenue from

Export sales - -

Domestic sales - 6.52

Other operating revenue - -

Total - 6.52

Note : 16 Employee benefit Expenses

(Rs. In Lakhs)


Salaries and Wages 2.31 2.60

Contribution to Provident and other funds - -

Staff Welfare - -

Total 2.31 2.60


58

Note : 17 Other Expenses

(Rs. In Lakhs)


Repairs and maintenance charges 0.40 1.22

Audit Fees 0.50 0.50

Loading & Boarding expenses 0.08 0.18

Fees and Licenses 0.71 1.53

Office Expenses 0.10 0.33

Postage, Courier & Email Charges 0.06 0.12

Insurance - -

Rent 4.30 6.60

Printing & Stationery 0.10 0.21

Telephone and Communication Expenses 0.06 0.13

Security Charges - -

Other Miss Expenses 2.19 7.45

Total 8.49 18.27

18. Auditors Remuneration

(Rs. In Lakhs)

Particulars For the year ended For the year ended31st March, 2021 31st March, 2020

Audit Fees 0.50 0.50

Total 0.50 0.50

Particulars For the year ended For the year ended31st March, 2021 31st March, 2020

Earnings

Profit attributable to equity holders (Rs in Lakhs) (10.81) (20.87)

Shares

Number of shares at the beginning of the year 45.89 45.89

Add:Equity shares issued - -

Less: Buy back of equity shares - -

Total number of equity shares outstanding at the end of the year 45.89 45.89

Weighted average number of equity shares outstanding during the year 45.89 45.89

Earnings per share of par value Rs.10/- - Basic ( `) (0.24) (0.45)

Earnings per share of par value Rs.10/- - Diluted ( `) (0.24) (0.45)

19. Earnings per Share

(Rs. In Lakhs)

59


20. Related Parties

Details of related parties

Transactions with Related Parties:

Description of Relationship Names of related parties

Director AnithaSakuru

Director RaghuveerSakuru

Nature of Transaction Rs. in Lacs

Loan from Directors 38.26

21. Segment Reporting:

The Company concluded that there is only one operating segment.Hence, the same becomes the reportable segmentfor the Company. Accordingly, the Company has only one operating and reportable segment, the disclosure requirementsspecified in paragraphs 22 to 30 are not applicable.

22. Financial Risk Management:

The Company's activities expose it to a variety of financial risks, including credit risk, liquidity risk and Market risk. TheCompany's risk management assessment and policies and processes are established to identify and analyze therisks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance withthe same. Risk assessment and management policies and processes are reviewed regularly to reflect changes inmarket conditions and the Company's activities. The Board of Directors, risk management committee and the AuditCommittee is responsible for overseeing the Company's risk assessment and management policies and processes.

Credit Risk:

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails tomeet its contractual obligations, and arises principally from the Company's receivables from customers and investmentsecurities. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring thecreditworthiness of customers to which the Company grants credit terms in the normal course of business.

Liquidity Risks:

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. TheCompany manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meetits liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk tothe Company's reputation.

As of 31 March 2021, the Company had working capital (current assets less current liabilities) of Rs.(88.71) Lakhsincluding cash and cash equivalents of Rs 0.06 Lakhs. As of 31 March 2020, the Company had working capital(current assets less current liabilities) of Rs.(77.90) Lakhs including cash and cash equivalents of Rs 0.46 Lakhs.

The table below provides details regarding the contractual maturities of significant financial liabilities as at 31 March2021:

Particulars 2022 2023 2024 Thereafter Total

Trade payables 35.62 - - - 35.62

Long term borrowings - - - - -

Bank overdraft, short-term loans and borrowings 47.57 - - - 47.57

Other liabilities 19.96 - - - 19.96


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CAPITAL MANAGEMENT

The Company's objective for capital management is to maximize shareholder wealth, safeguard business continuityand support the growth of the Company. The Company determines the capital management requirement based onannual operating plans and long term and other strategic investment plans. The funding requirements are met throughequity, borrowings and operating cash flows required.

The company's Debt Equity ratio is as follows(Rs. In Lacs)

Particulars 2021 2020

Total Debt 103.15 97.02

Total Equity (76.61) (65.08)

Debt Equity Ratio (1.35):1 (1.47):1

23. Contingent Liabilities and Commitments:

The following are the details of contingent liabilities and commitments:

Rs. in Lakhs

Particulars 2021 2020

Contingent Liabilities

a) Claims against the company/disputed liabilities not 0.00 0.00acknowledged as debts

b) Guarantees

Bank Guarantees 0.00 0.00

0.00 0.00








Sd/-Sakuru Anitha


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LEFT BLANK

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AARV INFRATEL LIMITEDCIN: L93000KA1992PLC100274

Regd. Office: Plot No.78, Sai Durga Enclave,Agrahara Village Kogilu,Yelahanaka. BangaloreKarnataka 560064 IN.

Website: www.aarvinfratel.com, Email:[email protected]: (080)25357889; Fax:(080)25357889

MGT-11

Proxy Form(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule19 (3)

of the Companies (Management and Administration) Rules, 2014)

29th ANNUAL GENERAL MEETING ON 30th day of September, 2021, AT 11.00 A.M

Name of the member (s):

Registered address:

E-mail Id:

Folio No./DP ID / Client ID

I/We, being the Member(s) of __________ shares of Aarv infratel Limited, hereby appoint

1. Name: ……………………............................................................................................................

Address: ………………................................................................................................................

E-mail Id: .....................………………......................... Signature:……………., or failing him

2. Name: ……………………............................................................................................................

Address: ………………................................................................................................................

E-mail Id: .....................………………......................... Signature:……………., or failing him

as my/our proxy to attend and vote(on a poll)for me/us and on my/our behalf at the 29th Annual General Meeting ofthe Company to be held on 30.09.2021 at 11:00 A.M at Plot No.78,Sai Durga Enclave, Agrahara VillageKogilu,Yelahanaka, Bangalore, Karnataka -560064, and at any adjournment thereof in respect of such resolutions asare indicated below:

��

�

S. No Resolutions For Against

ORDINARY BUSINESS:To receive, consider and adopt the financial statements of the Company for theyear ended March 31, 2021, including the audited Balance Sheet as at March31, 2021, the Statement of Profit and Loss for the year ended on that date andthe reports of the Board of Directors ('the Board') and Auditors thereon.

To appoint a director in place of Mrs. Jhansi Anne Lakshmi, who retires byrotation and being eligible, offers himself for re-appointment.

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2


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Signed this…… day of….... 20…….

Signature of shareholder:

Signature of Proxy holder(s):

AffixRevenueStamp

Notes:

1. This Form of Proxy in order to be effective should be duly completed and deposited at the Regd Office:Plot No.78,Sai Durga Enclave,Agrahara Village Kogilu,Yelahanaka, Bangalore, Karnataka -560064, notless than48 hours before the commencement of the Meeting.

2. Those members who have multiple folios with different joint holders may use copies of this Proxy.

3. It is optional to indicate your preference. If you leave the for, against or abstain column blank against anyor all resolutions, your proxy will be entitled to vote in the manner as he/she may deem appropriate.

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AARV INFRATEL LIMITEDCIN: L93000KA1992PLC100274

Regd. Office: Plot No.78,Sai Durga Enclave, Agrahara Village Kogilu,Yelahanaka, Bangalore-560064, India.

ATTENDANCE SLIPS

(To be presented at the entrance)

I hereby record my presence at the 29th Annual General Meeting of the Company held at the Plot No.78,Sai DurgaEnclave, Agrahara Village Kogilu,Yelahanaka, Bangalore-560064, India, on Thurssday, the 30th day of September,2021 at 11:00 A.M

��

�

Folio No

Number of Shares held

Name and address of the Shareholder (In block letters)

1. I hereby record my presence at the 29th Annual General Meeting of the Company held on Thursday, the 30th dayof September, 2020 at 11:00 A.M. at Plot No.78, Sai Durga Enclave, Agrahara Village Kogilu,Yelahanaka,Bangalore-560064, India.

2. Signature of the Shareholder / Proxy Present ____________________________________________

3. Shareholder / Proxy Holder wishing to attend the meeting must bring the duly signed Attendance Slip to themeeting.

4. Shareholder/Proxy Holder attending the meeting is requested to bring his / her copy of the Annual Report.

______________________________________________________________


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29TH ANNUAL GENERAL MEETING ROUTE MAP

AARVINFRATtLLIMIEV - BSE

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