Your Directors take pleasure in presenting their lenth Annual Report on the Business and Operations of
the Company and the Accounts for the financial Year ended 31^s1 March, 2024 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of the financial performance for the financial year ended March 31, 2024 and the
previous financial year ended March 31, 2023 is given below:

2. REVIEW OF OPERATIONS

The Total Income of the Company stood at ? 4,787.51 lakhs for the year ended March 31, 2024 as
against 2,601.53 lakhs in the previous year. The Company made a net profit of ? 144.47 lakhs for the
year ended March 31, 2024 as compared to the net profit of ? 27.92 lakhs in the previous year.

3. CASH FLOW STATEMENTS

A Cash Flow Statement forms part of Annual Report.

4- TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3HJB OF THE COMPANIES ACT-
2013

The eompany has transferred the Net Profit of Rs. 144.47 Lakhs to Reserves.

5. DIVIDEND:

1 he dividend policy for the year under review has been formulated taking into consideration of growth
of the company and to conserve resources, the Directors do not recommend any dividend for year ended
March 31, 2024.

6. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION
AND PROTECTION FUND

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires
dividends that are not encashed/ claimed by the shareholders for a period of seven consecutive years,
to be transferred to the Investor Education and Protection f und (IEPF). In FY 2023-24, there was no
amount due for transfer to IFPF.

7. SHARE CAPITAL

The authorized share capital of the company is Rs. 4,75,00,000/- divided into 47,50.000 equity shares
of Rs. 10/-

Thc Paid up capital of the Company is Rs. 3,11,00,000/- divided into 31,10,000 Equity shares of Rs.
10/-

8. CHANGE IN NATURE OF BUSINESS. IF ANY

There has been no change in nature of business of the Company during the FY under review.

9. DISCLOSURES BY DIRECTORS

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well
as intimation by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with
the Code of Conduct of the Company.

10. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint venture or an Associate Company.

11. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the
Company which have occurred between the end of the FY and the date of this Report.

12. ANNUAL RETURN:

The provisions of section 134 (3) (a) of the Companies Act 2013 prescribes the Company to mention
the web address, if any, where the Annual Return referred to in sub section (3) of Section 92 of the
Act has been placed. Since the Company does not have a website the provisions of section 134 (3) (a)
are not applicable to the company.

13. CHANCE IN SHARE CAPITAL:

I'he Authorized Share Capital of the Company has been changed from Rs. 15,00,000 to Rs. 4,75,00,000
for the period under review.

Further, Paid Up Share Capital of the Company has been changed from Rs. 1.00.000 to Rs. 3,11,00,000
for the period under review.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

As on the date of Report following are the changes took place in the Board Structure:

The Board at its meeting held on March 06*, 2024, appointed Mr. Satyanarayan Punglia (DIN:

10481745), as an Additional Non - Executive Director of the Company for a term of five years with
effect from March 06,2024 subject to approval of shareholders in ensuing Annual General Meeting
of the Company.

ii. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the
Company, Mr. Pankaj Jain. Executive Director & Mr. Ronak Mistry, Executive Director of the
Company, retires by rotation and offers thpfpseiy^s for re- appointment.

iii. Independent Directors

The Company does not require to appoint Independent Directors. Hence the same clause is not
applicable.

iv. Key Managerial Personnel:

The Company does not have any Key Managerial Personnc. Hence the same clause is not applicable.

15. BOARD MEETINGS:

The Company held four meetings of its Board of Directors during the year on April 01,2023, August
18, 2023, October 10, 2023, December 13, 2023, January 25, 2024 and March 06, 2024.

16. COMMITTEES OF THE BOARD:

The Company does not have any Committees of the Board. Hence the same clause is not applicable.

17. BOARD’S PERFORMANCE EVALUATION:

The provision of section 134(3) (p) relating to board evaluation is not applicable on the company.

18. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 13 5 of the Companies
Act 2013 and rules framed there under for the year ended 31^s1 March 2024. Therefore, the provisions
of Corporate Social Responsibility are not applicable to the Company during the period.

19. AUDITORS:

i. Statutory Auditors:

The Board has appointed M/s I) S M R & CO, Chartered Accountants as the statutory auditors of the
Company for l^sl term of five consecutive years, from the conclusion of 10^th Annual General Meeting
till the conclusion of the 15* Annual General Meeting to be held in the year 2029, as approved by
shareholders of the Company.

ii. Secretarial Auditor:

The Secretarial Audit is not applicable on the company as it is not covered under the provisions of
Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. Statement regarding compliances of applicable Secretarial
Standards. The Directors have devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards and that such systems are adequate and operating effectively.

iii. Cost Auditor:

The Cost Audit in pursuant to section 148 of the Companies Act, 2013 read with Companies (Cost
Records and Audit) Rules, 2014 is not applicable on the company.

iv. Internal Auditor:

The Company does not fall under the criteria laid under the provisions of section 138 of the Act read
with the Companies (Accounts) Rules, 2014. Therefore, the provisions of Internal Auditor are not
applicable to the Company during the period.

20. AUDITOR’S REPORT:

The Auditor’s Report does not contain any qualifications, reservations or adverse remarks.

21. VIGIL MECHANISM / WHISTLE - BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Act, read with the Rules made thereunder, the
Company has adopted a Whistle-Blower Policy for Directors and Employees to report genuine concerns
and to provide adequate safeguards against victimization of persons who may use such mechanism.
The functioning process of this mechanism has been more elaborately mentioned in the Corporate
Governance Report which forms part of this Annual Report.

22. RISK ASSESSMENT AND MANAGEMENT:

Your Company has been on a continuous basis reviewing and streamlining its various operational and
business risks involved in its business as part of its risk management policy. Your Company also takes
all efforts to train its employees from time to time to handle and minimize these risks.

23. LISTING WITH STOCK EXCHANGES:

The Company does is not listed on any Recognised Stock Exchange.

24. COMPLIANCE WITH SECRETARIAL STANDARDS:

In terms of Section 118( 10) of the Act. the Company is complying with the Secretarial Standards issued
by the Institute of Company Secretaries of India and approved by Central Government with respect to
Meetings of the Hoard of Directors and General Meetings.

25. INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control
system in the Company. The system should be designed and operated effectively. Rule 8(5)
(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of
Internal Financial Controls with reference to the financial statements to be disclosed in the
Board report. To ensure effective Internal Financial Controls the Company has laid down the
following measures:

All operations are executed through Standard Operating Procedures (SOPs) in all functional
activities for which key manuals have been put in place. The manuals are updated and validated
periodically. All legal and statutory compliances are ensured on a monthly basis. Non-
compliance, if any, is seriously taken by the management and corrective actions are taken
immediately. Any amendment is regularly updated by internal as well as external agencies in
the system. Approval of all transactions is ensured through a preapproved Delegation of
Authority Schedule which is reviewed periodically by the management. The Company follows
a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy
of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of
assets is done on an annual basis. The audit reports for the above audits are compiled and
submitted to Managing Director and Board of Directors for review and necessary action.

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

i. Conservation of Energy

a) The steps taken or impact on conservation of energy - The Operations of the Company are
not energy intensive. However, adequate measures have been initiated for conservation of
energy.

b) The steps taken by the Company for utilizing alternate source of energy - Company shall
consider on adoption of alternate source of energy as and when necessities.

c) The Capital Investment on energy conversation equipment - No Capital Investment yet.

ii. Technology Absorption

a) The efforts made towards technology absorption. - Minimum technology required for
Business is absorbed.

b) The benefits derived like product improvement, cost reduction, product development or
import substitution - Not Applicable.

c) In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year) - Not Applicable.

1. the details of technology imported;

2. the year of import;

3. whether the technology been fully absorbed;

4. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

iii. The expenditure incurred on Research and Development - Not Applicable.

iv. Foreign exchange earnings and Outgo :

Value of Import on CIF Basis:

a) Purchase of traded goods : Rs. 3,584.94 I.akhs

b) Earning on Foreign Currency : Nil

27. PARTICULARS OF LOANS. INVESTMENTS AND GUARANTEES:

Particulars of loans given, investments made, guarantees given and securities provided are provided in
the financial statements.

28- PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

No contracts / arrangements / transactions entered by the Company during the financial year with
related parties. Thus, Disclosure in form AOC-2 is not required. Further, during the year, the Company
had not entered into any contract / arrangement /transaction with related parties which could be
considered material in accordance with the policy of the Company on materiality of related party
transactions. 1 he details ot the related party transactions as required under Indian Accounting Standard
(IND-AS) - 24 are set out in Note to the financial statements forming part of this Annual Report.

29. DEPOSITS:

Your Company did not accept / hold any deposits from public / shareholders during the year under
review.

30. RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act during the FY were in the
ordinary course of business and on an arm’s length pricing basis and do not attract the provisions of
Section 188 of the Act. There were no materially significant transactions with the related parties during
the FY which were in conflict with the interest of the Company.

31. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting
the going concern status and Company’s operations in future.

32. FRAUD REPORTING

During the year under review, Auditors of the company have not reported any instances of frauds
committed in the Company by its Officers or Employees to the Audit Committee under section 143(12)
of the Companies Act, 2013, details of which needs to be mentioned in this Report.

33. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the
Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and
an Internal Complaints Committee has been set up to redress complaints received regarding Sexual
Harassment at workplace, with a mechanism of lodging & redress the complaints. All employees
(permanent, contractual, temporary, trainees, etc.) are covered under this policy.

Your Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment of
Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under,
the Company has not received any complaint of sexual harassment during the year under review.

34. HUMAN RESOURCES:

Your Company has established an organization structure that is agile and focused on delivering business
results. With regular communication and sustained efforts it is ensuring that employees are aligned on
common objectives and have the right information on business evolution.

35. DISCLOSURES:

The following disclosures are not applicable to the company:

1. The details of application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

2. The details of difference between amount of the valuation done at the time of one time settlement
and the valuation done while taking loan from the Banks or Financial Institutions along with the
reasons thereof.

36. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Aet, 2013, the board of directors, to the best of then-
knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been
followed and there are no material departures.

ii. They have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of
affairs of the Company at the end of the financial year and of the profit of the Company for that
period.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

iv. I hey have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and such internal
financial controls are adequate and operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

37. CAUTIONARY STATEMENTS:

I he statements contained in the Board’s Report contain certain statements relating to the future and
therefore are forward looking within the meaning of applicable laws and regulations. Various factors
such as economic conditions, changes in government regulations, tax regime, other statues, market
forces and other associated and incidental factors may however lead to variation in actual results.

38. DETAILS OF FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

During the year the Company has not failed to execute any corporate action.

39. ACKNOWLEDGEMENTS:

Your Directors would like to express deep sense of appreciation for the assistance and co-operation
received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the
devoted service by the Executives, staff and workers of the Company. Die Directors express their
gratitude towards each one of them.

Registered Office: On Behalf of The Board Of Directors

Office No. 11, 2nd Floor, 436 Shrec FOR NAPS GLOBAL INDIA PRIVATE LIMITED

Nath ^^

Bhuvan, Kalbadevi Road, Mumbai »

Mumbai, Maharashtra, India, 400002 l(o( . jmfl—^J

Tel: 022-49794323 “ /) „ , . , -

CIN‘ U51595MH2014PLC255128 Ronak Mistry Pankaj Jain

Website: www.napsBlohalindia.com (Director) ^V4a—

Email: naps^lobalindi^gOMi-Com DIN: 06687171 DIN. 03-1-503

Mumbai, Friday, August 14, 2024