Your Directors have pleasure to present their 14^th Board’s Report together with the Audited Financial
Statement for the Financial Year ended on 31^st March, 2025.

1. THE STATE OF THE COMPANY’S AFFAIRS INCLUDING FINANCIAL
SUMMARY/ HIGHLIGHTS:

i. FINANCIAL SUMMARY/HIGHLIGHTS: (Rs. in

Lakhs)

During the year, the Company has earned total income of Rs. 5,126.10 lakhs as against Rs.
4,401.07 in the previous year. The Company has incurred net profit of Rs. 40.64 lakhs as against
net profit of Rs. 216.41 lakhs in the previous year.

ii. Now Listed Company

During the year under review the Company made Initial Public Offer of 60,00,000 Equity
Shares of Rs. 10/- each at a price of Rs. 20/- per share (including premium of Rs. 10/- each)

aggregating to Rs. 12 Crores. Issue opened 30^th September, 2024 and closed on 4^th October,
2024 on SME Platform of BSE Limited.

Thereafter, 60,00,000 Equity shares of Rs. 10/- each at a price of Rs. 20/- each were allotted
on 6^th October, 2024. Thereafter, these shares were Listed on SME Platform of BSE Limited
and Trading approval was granted on 9^th October, 2024. Accordingly, your Company has
become Listed Company.

2. DEPOSITS:

The Company has neither accepted nor renewed any deposit within the meaning of Section 73 of
the Companies Act, 2013 (‘the Act’) read with the Companies (Acceptance of Deposits) Rules,
2014.

3. DIVIDEND:

Keeping in view of long term prospects of the Company, your Directors do not recommend any
dividend for the financial year under review.

4. MATERIAL CHANGES AND COMMITMENTS:

There was no material change and commitment affecting the financial position of the Company
which have occurred between the end of financial year of the Company i.e 31^st March, 2025 and the
date of this report and hence not reported.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN
EXCHANGE EARNINGS AND OUTGO AS PER RULE 8(3) OF THE
COMPANIES (ACCOUNTS)RULES.2014:

(A) CONSERVATION OF ENERGY:

Since the Company is not engaged in manufacturing activities, the Company has no material
information to offer in respect of Conservation of Energy.

(B) TECHNOLOGY ABSORPTION:

Since the Company has not imported technology, the Company has no information to offer in
respect of Technology absorption.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has neither earned nor spent any foreign exchange.

6. ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return for the year under review is uploaded on the
website of the Company and is available on weblink https://www.neopolitanpizza.in/ .

7. CHANGES IN SHARE CAPITAL, IF ANY

In view of allotment of 60,00,000 Equity Shares of Rs.10/- each, as aforesaid the paid up capital of
the Company increased from Rs. 11,00,00,000 to Rs. 17,00,00,000

8. DISCLOSURE UNDER THE COMPANIES (SHARE CAPITAL AND
DEBENTURES) RULES, 2014:

The Company has not issued any securities of following nature and accordingly, the
Company is not required to report

- Details of issue of Equity Shares with Differential rights pursuant to Rule 4(4) of

- Details of issue of Sweat Equity Shares pursuant to Rule 8(13) of

- Details of the Employee Stock Option Scheme pursuant to the Rule 12(9) of
the Companies (Share Capital and Debentures) Rules, 2014.

9. NO. OF BOARD MEETINGS DURING THE YEAR:

Four meetings of the Board of Directors were held during the year on 22^nd August, 2024, 24^th
September, 2024, 7^th October, 2024, 14^th November, 2024, 1^st February, 2025

10. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD’S
REPORT

Since the Company has not made any voluntary revision of Financial Statements or Board’s Report
during the year under review, detailed reasons for the same pursuant to proviso to section 131 of the
Act are not required to be reported.

11. DETAILS OF DIRECTORS & KMP APPOINTED AND CEASED:

During the year under review, change in the Board of Directors and Key Managerial Personnel was
as follows:

i. Mr. Mukund Purohit was re-appointed as a retiring Director by the members at their 13^th
AGM held on 30^th September, 2024.

ii. Mr. Manish Kumar Arora resigned from the post of Company Secretary & Compliance
Officer wef 18^th October, 2024.

iii. The Board of Directors of the Company at its meeting held on 1^st February, 2025 appointed
Mr. Aditya Agrawal as a Company Secretary and Compliance Officer wef 1^st February,
2025.

iv. Mr. Nishit Bharatbhai Popat (DIN: 09279612) resigned as an Independent Director with
effect from 23^rd April, 2025 due to pre-occupation elsewhere-

v. The Board of Directors of the Company at its meeting held on 2^nd September, 2025
appointed Mr. Ashok Kumar Natwarlal Shah (DIN: 06977676) and Mr. Devesh Pathak
(DIN: 00017515) as Additional Directors to hold office upto next Annual General Meeting
as well as Independent Directors for a term of Five consecutive years with effect from 2^nd
September, 2025.

vi. Mr. Shivani Shah as a Chief Financial Officer with effect from 2^nd September, 2025

12. DIRECTORS’ RESPONSIBILITY STATEMENT:

a) Your Directors had followed the applicable accounting standards along with proper
explanation relating to material departure, if any, while preparing the annual accounts;

b) Your Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give true and fair view of
the state of affairs of the Company at the end of financial year and of the profit & Loss of the
Company for the period;

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

d) Your Directors had prepared the annual accounts on a going concern basis.

e) The Company being unlisted need not give confirmation in respect of internal financial
control.

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

13. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Board of Directors hereby declares that all the independent directors duly appointed by the
Company have given the declaration that they meet criteria of independence as provided under
Section 149(6) of the Act.

b) A statement with regard to integrity, expertise and experience of Independent Directors

Your Directors are of the opinion that Independent Directors of the Company are of high
integrity and suitable expertise as well as experience (including proficiency).

14. PERFORMANCE EVALUATION:

The annual evaluation process of the Board of Directors, individual Directors and Committees was
conducted in accordance with the provision of the Act and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of
criteria such as the Board composition and structure, effectiveness of Board processes, information
and functioning, etc. The performance of the Committees was evaluated by the Board after seeking
inputs from the Committee members on the basis of criteria such as the composition of
committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the
Guidance Note on Board Evaluation issued by the Securities and Exchange Board of
India.OSEBO

In a separate meeting of independent directors, performance of Non-Independent Directors and the
Board as a whole was evaluated. Additionally, they also evaluated the Chairman of the Board,
taking into the views of Executive and Non-Executive Directors in the aforesaid Meeting. The
Board also assessed the quality, quantity and timeliness of flow of information between the
Company Management and the Board that is necessary for the Board to effectively and reasonably
perform their duties. The above evaluations were then discussed in the Board Meeting and
performance evaluation of Independent directors was done by the entire Board, excluding the
Independent Director being evaluated.

15. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Company has formulated a policy to familiarize the Independent Directors with the Company,
their roles, rights, responsibilities in the Company, nature of the industry in which the Company
operates, business model of the Company, etc. through Board Meetings.

16. REMUNERATION POLICY:

The Board, on the recommendation of the Nomination and Remuneration Committee has framed a
Policy in relation to remuneration of Directors. The Policy also lays down the criteria for
determining qualifications, positive attributes and independence of a Director and also framed a
Remuneration Policy as provided under Section 178 of the Act.

17. COMPOSITION OF COMMITTEES AS AT 31^st MARCH, 2025

A. Audit Committee

Note: Subsequently, Mr. Ashok Kumar N. Shah and Mr. Devesh Pathak were inducted in
the reconstituted Audit Committee as a Chairman and member respectively with effect
from 2^nd September, 2025.

B. Nomination & Remuneration Committee:

Note: Subsequently, Mr. Ashok Kumar N. Shah and Mr. Devesh Pathak were inducted in
the reconstituted committee as members with effect from 2^nd September, 2025.

C. Stakeholders Relationship Committee:

Note: Subsequently, Mr. Devesh Pathak and Mr. Ashok Kumar N. Shah were inducted in
the reconstituted Stakeholders’ Relationship Committee as a Chairman and member
respectively with effect from 2^nd September, 2025.

18. CORPORATE GOVERNANCE:

Since the Equity Shares of the Company are listed on SME Platform of BSE Limited, Corporate
Governance Report as prescribed in clause C of Schedule V of LODR is not included in terms of
Regulation 15(2) of LODR.

19. PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration of Rs. 1,02,00,000 or more per annum or Rs.
8,50,000 per month for any part of the year or more including any director. Hence no particulars
have been furnished as contemplated under section 197 of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

20. EXPLANATION(S)/ COMMENT(S) ON QUALIFICATION(S) / RESERVATION(S)
/ ADVERSE REMARK(S)/DISCLAIMER BY STATUTORY AUDITOR IN THEIR
RESPECTIVE REPORT:

There are neither any qualification /reservation/ adverse remarks nor any disclaimer by statutory
Auditors in their draft report and accordingly no explanation/ comment is required.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT U/S 186:

The Company has neither provided any security/ guarantee nor made any investment nor given any
Loans& Advances during the year.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT 2013:

The Company has entered into contracts/ arrangement with related parties pursuant to section 188
of the Companies Act, 2013 in the ordinary course of business and on arm length basis. However,
the Company has not entered into any material contracts or arrangement or transactions with related
parties. Hence, no information is furnished in form AOC-2.

23. A STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A
RISK MANAGEMENT POLICY FOR THE COMPANY:

The Company has a reasonably workable risk management framework to identify measure and
mitigate business risks and opportunities. The framework seeks to minimize adverse impact on the
business objective and enhances the Company’s competitive advantage. This risk management
framework helps in managing market, credit and operations risks.

24. DETAILS ABOUT THE DEVELOPMENT AND IMPLEMENTATION OF POLICY
ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Since the Company does not fall in any of the criteria mentioned in section 135(1) of the Act,
provisions of Section 135 of the Act, and rules framed thereunder relating to corporate social
responsibility, are not applicable to the Company. Hence, no details in the regard have been
furnished.

25. AUDITORS:

M/s. VSSB & Associates, Chartered Accountants, Ahmedabad, were appointed as the statutory
Auditors by the members of the Company at their 13^th Annual General Meeting to hold office up to
the conclusion of 14^th Annual General Meeting to be held in 2025.

26. INTERNAL AUDITORS:

The Company has appointed M/s. KR & Associates, Chartered Accountants, Vadodara, as an
Internal Auditor of the Company to carry out the Internal Audit of various operational areas of the
Company for the Financial Year 2025-26.

27. SECRETARIAL AUDITORS AND REPORT:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company appointed CS Ramesh Kheradia
as Secretarial Auditors of the Company. The Secretarial Audit Report in the prescribed format of
MR-3 is annexed as Annexure - I to this Report.

28. COST RECORDS AND AUDIT:

The Company is neither required to maintain Cost Records nor required to appoint Cost Auditor
pursuant to Section 148 of the Act and rules framed thereunder.

29. MANAGEMENT DISCUSSION AND ANALYSIS:

As required under regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the management discussion and analysis report for the year under review is
enclosed as Annexure - II to this report.

30. MEDIAN EMPLOYEE DETAILS:

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will
be made available to any member on request.

31. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate system of internal controls in place. These controls have been
designed to provide a reasonable assurance with regard to maintaining of proper accounting
controls, monitoring of operations, protecting assets from unauthorized use or losses, compliances
with regulations and for ensuring reliability of financial reporting. The Company has continued its
efforts to align all its processes and controls with global best practices in these areas as well.

Audit Committee of the Board of Directors, regularly reviews the audit plans, significant audit
findings, adequacy of internal controls, compliance with Accounting Standards as well as reasons
for changes in accounting policies and practices, if any.

32. REPORTING OF FRAUDS:

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of
the Act and Rules framed there under either to the Company or to the Central Government.

33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

There were no significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and the Company’s operation in future.

34. TRANSFER TO RESERVES:

The Company has not required to transfer any amount to its reserves. Hence, no amount is
transferred to reserves.

35. CHANGE IN NATURE OF BUSINESS, IF ANY:

There was no change in nature of business during the year.

36. CHANGE IN SUBSIDIARY /JOINT VENTURE/ASSOCIATE COMPANY DURING
THE YEAR:

The Company does not have subsidiary/joint venture/associate Company and no Company has
become/ceased to be subsidiary/joint venture/associate Company during the year.

37. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS:

System of adequate Internal Financial Controls with reference to the Financial Statements is already
in place.

38. STATEMENT OF COMPLIANCE OF APPLICABLE SECRETARIAL
STANDARDS

In terms of Clause no. 9 of Revised SS-1 (Revised Secretarial Standards on Meetings of Board of
Directors effective from 01.04.2024), your Directors state that the Company had been compliant of
applicable secretarial standards during the year under review.

39. DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013.

The Company in view of lesser than 10 employees was not required to constitute Internal
Complaint Committee under POSH Act. However, the Company has zero tolerance approach
towards Sexual Harassment of Woman at workplace. Further, there were no complaints received
by the Company during the year under the review.

40. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM

The Company has in place Vigil Mechanism for directors and employees to report their genuine
concerns about unethical behavior, actual or suspected fraud, or violation of code of conduct and its
details are available on the website of the Company as per weblink.

41. STATEMENT OF COMPLIANCE OF MATERNITY BENEFIT ACT, 1961

Your Directors state that the Company is compliant of the provisions of the Maternity Benefit Act,
1961.

42. ACKNOWLEDGEMENTS:

Your Directors take opportunity to express their gratitude to government, bankers, advisors,
customers, suppliers, employees and shareholders for their valuable support and co-operation.

FOR AND ON BEHALF OF THE BOARD

Date: 3^rd September, 2025

Place: Vadodara Sd/- Sd/-

Mukund Purohit Arti Purohit

Managing Director Director

DIN: 02464280 DIN: 05186319