Your Directors have pleasure in presenting herewith their 15^th Director's Report on the business and operations of the Company together with the Audited Financial Statements for the year and ended 31st March, 2024.

1. FINANCIAL PERFORMANCE AT A GLANCE

The Financial Performance of the Company for the year ended March 31,2024 is summarized below:

2. STATE OF COMPANY’S AFFAIR

The Company has earned a profit of Rs. 1,202.08/- Lakhs as compared to previous year’s profit of Rs. 566.51/- from its operations during the year. The Board of Directors has a view that the Company will earn more profits in the upcoming years.

3. AMOUNT PROPOSED TO BE CARRIED TO RESERVE

The Board of Directors of your Company has decided to transfer the amount (i.e., balance in statement of profit and loss account) to its Reserves for the year under review.

4. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the years.

5. DIVIDEND

As a principle of prudent planning, the Board of Directors are not to recommend any dividend for the year under consideration.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (TEPF’)

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

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments which may affect the financial position of the Company occurred between the end of the financial year of the Company to which the financial position relates and up to the date of this report.

8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

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

9. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

None of the Employees of the Company were in receipt of remuneration in excess of limits as prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

During the period under review, no complaints were received under the policy for prohibition, prevention and Redressal of sexual harassment of the women at work place.

10. RECEIPT OF ANY COMMISSION BY MANAGING DIRECTOR/WHOLE-TIME DIRECTOR FROM A COMPANY OR FOR RECEIPT OF COMMISION/REMUNERATION FROM ITS HOLDING OR SUBSIDIARY

There is no such transaction in the Company during the Financial Year.

11. DETAILS IN RESPECT TO ADEQUACY OF INTERNAL CONTROLS

The Company has builtadequate internal control systems commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of services.

12. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company and there are no companies which became or seized to be a Subsidiary, Joint Venture or Associate Company.

13. RISK MANAGEMENT POLICY

The Company has laid down sufficient procedures about risk assessment in the previous years and its elimination and/or its minimization. Since March 2020 the spread of Covid-19 has severely impacted the liquidity position and profitability of the Company. Still Company is looking for risk management policy in the coming years in the interest of the stakeholders.

14. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has no subsidiaries, Joint Venture Companies; therefore, there is no requirement of description of performance of subsidiaries and joint venture companies.

15.STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR

Pursuant to the provisions of Section 149(4) of the Companies Act, 2013 and Rule 4 of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Company was not required to appoint Independent Directors, therefore, no declaration is required to be given.

16. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposit) Rules, 2014 made there-under and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet and also on the date of this Report.

17. SHARE CAPITALA. ALLOTMENTS MADE DURING THE YEAR

The paid-up Share Capital of the Company has been increased from Rs. 2,41,53,000 (Rupees Two Crores Forty-One Lakhs Fifty-Three Thousand Only) to Rs. 2,56,47,000/- (Rupees Two Crores Fifty-Six Lakhs Forty-Seven Thousand Only) by issue of Shares on Right Issue basis.

B. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

During the year, the company has not issued any equity shares with differential rights pursuant to Section 43 of the Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

C. ISSUE OF EMPLOYEE STOCK OPTIONS

During the year, the company has not issued any stock options to its employees pursuant to Section 62(l)(b) read with Rule 129(9) of the Companies(Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

D. ISSUE OF SWEAT EQUITY SHARES

During the year, the company has not issued any sweat equity shares pursuant to Section 54 of the Companies Act, 2013 read with Rule 8(13) of the Companies(Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

E. PURCHASE OF ITS OWN SECURITIES BY THE COMPANY

During the year, the company has not purchased its own securities pursuant to Section 68 of the Companies Act, 2013 read with Rule 17 of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

18. AUDITORS STATUTORY AUDITORS

GSRA & Associates, Chartered Accountants, Delhi, (Firm Registration Number 0028347N) who are the Statutory Auditors of the Company appointed in Casual Vacancy on 20^th May, 2024, are liable to hold office only up to the date of this ensuing Annual General Meeting of the Company. Therefore, the Board proposed their name for re-appointment for the period of 5 years to conduct audit for the FY 2024-25 till FY 2028-29 subject to the approval of the members in the ensuing Annual General Meeting.

As required under the provisions of the Section 139 and Section 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014 and pursuant to any amendment thereof, if any, the Company has obtained the written confirmation from the Statutory Auditors of the Company that their appointment, if made, would be in conformity with the said provisions. Therefore, your Directors propose their appointment for the benefit and in the interest of the Company and request the Shareholders to approve the same.

AUDITORS' REPOR T

All observations made in the Auditors’ Report and notes forming part of the Financial Statements are self-explanatory and do not call for any further comments. The Statutory Auditors have not made any qualifications or reservations in their Independent Auditors' Report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, if any, Secretarial Audit is not applicable to the Company.

COST AUDITORS

The Cost Audit of the Company has not been conducted for the Financial Year 2023-24 as per the provisions of Section 148 of the Companies Act, 2013 are not applicable on the Company.

19. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

20. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company has been duly constituted in accordance with the applicable provisions of the Companies Act, 2013. No Director was appointed and one director has been resigned from the Directorship of the Company during the financial year under review.

However, As on date of this report, the Board of Directors consists of following members;-

21. MEETINGS OF BOARD OF DIRECTORS

During the year, the directors of the company met on the following dates:

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has entered few contract or arrangement with related parties referred to in Section 188(1) of the Companies Act, 2013 during the Financial Year 2023-24 at arm’s length. Hence, AOC-2 is attached.

24. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN THOSE WHICH ARE REPORTABLE TO GOVERNMENT

There is no fraud reported by Auditors under Section 143(12) of the Companies Act during the year under review.

25. 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, therefore, no such accounts and records are made and maintained.

26. CORPORATE SOCIAL RESPONSIBILITY ('CSR’)

As the Company has met with the applicable threshold limits for CSR activities as per the provisions of Section 134 of the Companies Act, 2013 read with rules framed there under, the Company was required to spend the amount towards the CSR activities but it has failed to spent that amount.

27. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company informed the members that:

a. In the preparation of the annual accounts for the Financial Year ended March 31, 2021, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

28.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are as follows:-

> ENERGY CONSERVATION

Your Company is committed to a high standard of energy conservation and provision of a safe and healthy work place.

V TECHNOLOGY ABSORPTION. ADAPTATION & INNOVATION

The Company has not carried out any specific research and development activities.

> FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earnings and outgo during the year are given below:

29. ACKNOWLEDGEMENT

We thank our customers, vendors, investors, service providers and bankers for their support during the year, without the respective contributions of which, the Company would not have been able to reach the current position. We are humble in acknowledging the participation and involvement of each one of them, and due to the existence of several such parties, your Directors do not intend making any special mention of any one or few of them, but however, expect the continued co-operation and involvement with company's activities in the future as well. We place on record our appreciation of the contribution made by our employees at all levels. Our current growth was made possible by their hard work, leadership, cooperation and support.

Your Directors wish to thank the Government Authorities and the various Government Agencies for their support and valuable guidance provided to the Company and look forward to their continued support in the future.