The 4^th Annual Report of the Company for the financial year ended 31^st March 2023.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

Summary of the financial results for the period ended March 31,2023 are given as under:

2.    DIVIDEND:

The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent not to recommend any Dividend for the year under review.

3.    RESERVES:

The Board of Directors of your company has decided not to transfer any amount to the reserves for the year under review.

4.    STATE OF COMPANY'S AFFAIR:

The company has received revenue of Rs. 64,299.00/- (in thousands) in the current year as compared to revenue of Rs. 47,289.00/- (in thousands) in the previous year. However, the company has earned a profit of Rs. 7,877.00/- (in thousands) in the current year as compared to profit earned of Rs. 373.00/- (in thousands) in the previous year. Your directors are trying their level best to increase the profitability in the company and are expected to make more profits in the near future. There has been no change in the status of the company during the financial year.

5.    CHANGE IN THE NATURE OF BUSINESS. IF ANY:

There is no change in the nature of the business of the company.

6. CHANGES IN CAPITAL STRUCTURE OF THE COMPANY:

There has been a change in the capital structure of the Company during the year 2022-23. The authorised capital of the company has increased from Rs. 5,00,000 divided into 50,000 equity shares of Rs. 10/- each to Rs. 5,00,00,000/- divided into 50,00,000 equity shares of Rs. 10/- each by creation of 49,50,000 equity shares.

Issue of shares

During the financial year under review, the company has issued 6,11,110 equity shares by way of Private Placement. The details of the same are as follows:

7. MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL POSITION OF

THE COMPANY:

1.    The status of the company was changed from Private Limited to Public Limited after the closure of the financial year and consequent to that, new certificate of incorporation dated 13^th April 2023 was issued by Ministry of Corporate Affairs.

2.    There has been a change in the capital structure of the Company during the year 2023-24 after the closure of the Financial Year. The paid up share capital of the company has been increased and the details of the same are as follows:

3. Further the company has sub divided 1 equity share of Rs. 10/- each to 5 equity shares of Rs. 2/-each.

8.    DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

The New Certificate of Incorporation consequent upon conversion to public company was received from Registrar of Companies, Delhi.

9.    DETAILS OF SUBSIDIARY/IOINT VENTURES/ASSOC1ATE COMPANIES:

There is no Subsidiary, Joint Venture or associate company.

10.    DEPOSITS:

The Company has not accepted any public deposits during the year.

11.    STATUTORY AUDITORS:

M/s. Raheja & Co., Chartered Accountants were appointed as Statutory Auditors of the Company for a term of five consecutive years at the AGM held on 31^st December 2020. However, they have resigned as statutory auditors of the company on 7^th July 2023. To fill the casual vacancy, the Board has appointed M/s Dharit Mehta & Co. as statutory auditors of the company on 7^th July 2023 subject to the approval of shareholders in general meeting.

They have given their consent to be appointed as statutory auditors of the company for a period of 5 years. The Board recommends their appointment.

12.    AUDITORS’ REPORT:

There were no such qualifications, reservation or adverse remark or disclaimer made by the auditor in his report for the financial year 2022-23.

13.    CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A)    Conservation of energy:

The Company's operations are not power extensive. The Company is taking every step to conserve and minimize the use of energy wherever possible such as using energy efficient computer terminals, purchasing energy efficient equipments etc.

(B)    Technology absorption:

There is no technology absorption in the company.

fCl Foreign exchange earnings and Outgo:

Foreign Exchange Earned    NIL

Foreign Exchange used    NIL

14.    CORPORATE SOCIAL RESPONSIBILITY fCSR):

As the Company does not fulfill the criteria specified in sub section (1) of Section 135 of the Act, provisions of Section 135 of the Companies Act, 2013 and the rules there under, do not applicable on the Company. Therefore, the Company is not required to comply with the section.

15.    DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There have been changes in the composition of the board of directors during and after the closure of the financial year 2022-23.

•    Mr. Deepak Chaudhary resigned from the Board of Directors on 18.03.2023.

•    Mr. Rahul Sahdev and Mr. Manan Garg were appointed as Additional directors by the Board of Directors on 28.02.2023.

•    Mr. Suman Kumar was appointed as Additional (Independent & Non-Executive) Director by the Board of Directors & Mr. Atul Mathur resigned from the Directorship on 07.06.2023.

•    Ms. Kavya Jha & Mr. Chandra Prakash Srivastava were appointed as Additional (Independent & Non-Executive) Directors by the Board of Directors on 30.06.2023.

•    Mr. Manan Garg resigned from the Board of Directors on 07.07.2023.

•    Ms. Aishwarya Singhvi was appointed as Additional (Independent & Non-Executive Director) by the Board of Directors on 19.07.2023.

Your directors recommend the regularization of Additional Directors in the ensuing Annual General Meeting.

Mr. Praveen Tandon is liable to retire by rotation and being eligible offers himself for re-appointment. The Board of Directors recommend his re-appointment.

16.    DISQUALIFICATIONS OF DIRECTORS. IF ANY:

None of the Directors on the Board of the Company are disqualified pursuant to the provisions of Section 164 or Schedule V Part II of the Companies Act, 2013

17.    NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year 2022-23, the Board of Directors met Nine (09) times Viz. on 23.06.2022,

22.08.2022,    08.09.2022, 17.10.2022, 01.01.2023, 28.02.2023, 02.03.2023, 18.03.2023 and

31.03.2023.

18.    PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

The Company has made investment during the financial year in terms of Section 186 of the Companies Act, 2013.

The Details of such investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules 2014 as on 31^sl March 2023 are set out in Note no. 9 to the standalone financial statements of the Company.

19.    PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2022-23, your Company has not entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013, read with Companies (Specification of Definitions Details) Rules, 2014, as defined under section 188 of Companies Act, 2013.

The details of the related party transactions as per Accounting Standard 18 are set out in the Financial Statements forming part of this report.

20.    SECRETARIAL AUDIT REPORT:

As per section 204 of the Companies Act, 2013 and the rules there under, Secretarial Audit is not mandatory on the Company.

21.    RISK MANAGEMENT POLICY:

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

22.    DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS:

There is no fraud in the Company during the F.Y. ended 31st March 2023. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the F.Y. ended 31st March 2023.

23. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL1 ACT, 2013:

The Company has constituted committee under the sexual harassment of women at workplace (prevention, prohibition and Redressal) Act, 2013 and complied with the provisions of the same. The Company is committed to provide a safe and conducive work environment to its employees during the financial year. Your Directors further state that during the financial year, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

7.4. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS:

The company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

7.FL DECLARATION BY INDEPENDENT DIRECTORS:

The Company was not required to appoint Independent Directors under Section 149(4) and Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 hence no declaration has been obtained.

7<V COMPANY'S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS. POSITIVE ATTRIBUTES, INDEPENDENCE Of A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

The Company was not required to constitute a Nomination and Remuneration Committee under section 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Stakeholders Relationship Committee under section 178(5) of the Companies Act, 2013.

27.    INTERNAL FINANCIAL CONTROLS:

The company has in place adequate internal financial controls, with reference to financial statements. It has established the management system and policy and integrated framework for managing risk and internal controls. The internal financial controls have been documented and embedded in the business processes. Such controls have been assessed during the year under view and were operating effectively.

28.    DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM;

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company.

29.    COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all applicable secretarial standards.

3fl. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that—

i.    in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii.    appropriate accounting policies have been selected and applied consistently and judgments and estimates which are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii.    proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

31.    OTHER MATTERS AS PER RULE 8(51 OF COMPANIES fACCOUNTSl RULES, 2014:

During the Financial year no application has been made and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

During the year under review, there was no one time settlement of loan taken from Banks or Financial Institutions and hence the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan form the Banks or Financial Institutions along with the reasons thereof is not applicable.

32.    FOLLOWING MATTERS WERE NOT APPLICABLE TO THE COMPANY FOR THE FINANCIAL YEAS FNDFD MARCH 31. 2023 AND THUS NO COMMENTS ARE REQUIRED BY THE BOARD OF DIRECTORS ON THE SAME:

i.    Disclosure about issue of equity shares with Differential Rights as per Rule 4(4) of Companies (Share Capital and Debentures), Rules, 2014.

ii.    Evaluation of performance of board, committees and individual directors.

iii.    Details of Voting Rights exercised by the employees under Section 67(3)(c) of Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures), Rules, 2014.

33.    OTHER MATTERS

During the Financial year, no application has been made and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

During the year under review, there was no one time settlement of loan taken from Banks or Financial Institutions and hence the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan form the Banks or Financial Institutions along with the reasons thereof is not applicable.

34.    ACKNOWLEDGEMENTS:

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.