Your Directors have pleasure in presenting their 31-Annual Report and Audited Accounts for
the year ended 31“ March 2024.

l°^r the flnancial year 2023-24 increased t0 Rs.l 158.08 Lakh compared
to Rs^828.33 Lakh m the financial year 2022-23 and reported Profit after Tax of Rs.47.86 Lakh.
The Directors are hopeful of better performance of the Company in years ahead.

3. DIVIDEND:

VP ^r7n£7/^{ar Under reVieW}' ^{the Company has not recornrnen}ded any dividend for financial
year

4. PUBLC DEPOSITS:

During the year under review, the Company has not accepted any deposits hence the provisions
of Chapter V of the Companies Act, 2013 and The Companies (Acceptance of Deposit) Rules,
2014 are not applicable.

5. SHARE CAPITAL:

Company⁶ ^ ^rCVieW'^therC * ⁿ° ^{change in Authorised and} Paid-up share capital of the

6. PROMOTER OF THE COMPANY:

During the year under review, there is no change in promoters of the Company.

7. DIRECTORS:

The Board consists of Executive and Non-executive Directors including Independent Director
as per section 149 of the Companies Act, 2013 and rules made thereunder read with Regulation
17 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The number and details of the meetings of the Board and other Committees are furnished in the
Corporate Governance Report.

The Independent Directors have furnished declaration of independence under Section 149 of
the Companies Act 2013.

Number of Board Meetings of Directors:

During the year ended 31" March 2024, Five Board Meeting were held.

The maximum time gap between any two consecutive meetings was within the period prescribed
under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Familiarization Programme for Independent Directors

The Company familiarizes its 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 various programmes on a continuing basis. The
Familiarisation programme for Independent Directors is disclosed on the Company’s website.

Separate Meeting of Independent Directors

A separate meeting of Independent Directors of the Company was held on 25th June, 2023 and
20th February, 2024 as required under Schedule IV to the Companies Act, 2013 (Code for
Independent Directors) and Regulation 25 of the SEBI (Listing Obligations And Disclosure
Requirements), Regulations, 2015. At the Meeting, the Independent Directors:

Reviewed the performance of Non-Independent Directors and the Board as a whole;

Reviewed the performance of the Chairman of the Company, taking into account the views
of Executive Director and Non-Executive Directors;

All the Independent Directors attended the Meeting of Independent Directors.

Statement on Declaration given by Independent Directors under sub-section (6) of
Section 149.

The Independent Directors have submitted the declaration of Independence, as required under
Section 149(7) of the Companies Act 2013, stating that they meet the criteria of independence
as provided under sub-section (6).

8. Board & Directors' Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing
Obligations And Disclosure Requirements) Regulations, 2015, the Board, its Committees and the
Directors have carried out annual evaluation / annual performance evaluation, covering various
aspects of the Board's functioning such as adequacy of the composition of the Board and its
Committees, Board culture, execution and performance of specific duties, obligations and
governance. The Directors expressed their satisfaction with the evaluation process.

9. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 (12) of the Act read with Rule 5 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is NIL

10. AUDITOR'S AND AUDITOR'S REPORT:

M/s D.P.Sarda & Co, Chartered Accountants, Nagpur, F.R.No. 117227W, were appointed as Statutory
Auditors of the Company to hold office for a period of five years from FY 22-23 to FY26-27,they will
continue to hold office for FY 24-25. The company reply to the remarks of the statutory auditor as
submitted to the Bombay Stock Exchnage are annexed to this directors report as ANNEXURE C.

Audit Committee

The company did not form audit committee as per the Companies Act, 2013.

Secretarial Audit

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s Jain Paranjape and Associates, Practicing Company Secretaries, Nagpur to undertake
the Secretarial Audit of the Company for the FY 2023-24. The report of the Secretarial Auditors is
enclosed with this report.

12. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary/ associate/ joint venture companies under
review. Since the statement in terms of first proviso to sub-section (3) of Section 129 read
with Rule 5 of Companies (Accounts) Rules, 2014 is not required to be attached.

13. INTERNAL CONTROL SYSTEMS

Your Company has in place internal and financial control systems commensurate with the size
of the Company. The primary objective of our internal control framework is to ensure that
internal controls are established, properly documented, maintained and adhered to in each
functional department for ensuring orderly and efficient conduct of business which includes
proper use and protection of the Company's resources, accuracy in financial reporting,
compliance with the statutes, timely feedback on achievement of operational and strategic
goals.

14. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith.

15. INFORMATION ON STOCK EXCHANGES

The Equity shares of the Company are listed on BSE Limited

16. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations
obtained by them, your Directors make the following statements in terms of Section 134 of
the Companies Act, 2013:

(a) that in the preparation of the annual accounts/financial statements for the financial year
ended 31^st March 2024; the applicable accounting standards had been followed along
with proper explanation relating to material departures, if any;

(ft) that the accounting policies as mentioned in the financial statements were selected and
applied consistently and reasonable and prudent judgments and estimates were 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 and loss of the company for that period;

(c) that proper and sufficient care had 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;

(d) that the annual accounts were prepared on a going concern basis;

(e) that proper internal financial controls were in place and that such internal financial
controls are adequate and were operating effectively; and

(/) proper systems to ensure compliance with the provisions of all applicable laws were

in place and that such systems were adequate and operating effectively.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As the Company does not fall under the criteria stipulated for applicability of section 135 of
the Companies Act, 2013 the Company has not constituted a Committee of Corporate Social
Responsibility and no contributions were made during the year.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the requirements of the Companies Act, 2013 and Regulation 22 SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the Company has a vigil
mechanism to deal with instance of fraud and mismanagement, if any. The details of the vigil
mechanism are displayed on the website of the Company. The Audit Committee reviews the
functioning of the vigil / whistle blower mechanism from time to time. There were no

allegations / disclosures / concerns received during the year under review in terms of the
vigil mechanism established by the Company.

RISK MANAGEMENT POLICY

The Company has laid down the procedure for risk assessment and its mitigation through an
internal risk committee. Key risks and their mitigation arising out of reviews by the
Committee are assessed and reported to the Audit Committee on a periodic basis.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review, the Company has not received any Material Orders passed by
the Regulators or Court.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance and co-operation
received fr om the financial institutions, banks, Government of India and various State
Government authorities and agencies, customers, vendors and members during the year under
review.

For and on behalf of the Board of Directors

Date: 10-09-2024 l

Place: Nagpur \ .

\ A>v.osX-

Raghav Sharma
Managing Director