Net Avenue Technologies Ltd

To,

The Members of

M/s. NET AVENUE TECHNOLOGIES LIMITED

Your Directors have pleasure in presenting the 23^rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.

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

STANDALONE:

CONSOLIDATED:

CONVERSION TO PUBLIC LIMITED COMPANY:

The Company has been converted from Private Limited Company to Public Limited Company vide fresh certificate of incorporation dated 22.09.2023

OPERATIONS:

We, Net Avenue Technologies Limited sell Indian Ethnic wear primarily to South Asian Diaspora through our websites cbazaar.com and ethnovog.com. We directly sell to end consumer and we get orders from over 100 countries with United States, United Kingdom, Australia and Canada being the primary markets. In the international market, 100% of our orders are prepaid orders. Only in India we provide COD option. Our registered office is in Chennai, Tamilnadu and our corporate office and fulfilment centre is based in Surat, Gujarat.

Product categories includes

• Lehenga Choli,

• Salwar Kameez,

• Gowns,

• Kurtas,

• Sherwani,

• Kurta Sets,

• Kids wear

• Accessories

We sell both third party vendor products and private label.

Third party vendor products:

We list third party vendor products on our website. It could be semi stitched or readymade. We provide customers an option to choose customization while placing their orders. Once a customer places an order by selecting third party vendor product, we place a back to back order with the vendor. We get the product from our vendor to our Surat fulfilment centre where the quality check is done and moved to exclusive outsourced tailoring units for stitching. After stitching the products are again received at our fulfilment centre where final quality check is done and then the products are shipped to the end customer through reputed international courier partners like DHL, FedEx, Aramex etc.

Private Label:

We have inhouse designers who design the product and samples are made and launched in the website. The newly launched designs are always on "Made to Order" model i.e. the product is made only after an order is received. Once an order is received, the required fabrics are taken from the warehouse and moved to exclusive outsourced tailoring units for stitching. Post stitching, final quality check is done and then the products are shipped. We have started doing bulk production of top selling designs and keep it in warehouse. These private label products are also sold through other third party marketplaces like Myntra, Nykaa, Amazon etc.

2. DIVIDEND:

The Directors do not recommend any dividend for the year.

3. TRANSFER TO RESERVES:

The following transfers were made to the General Reserves during the year under review:

4. SHARE CAPITAL:

(a) AUTHORISED SHARE CAPITAL:

The members of the Company at their meeting held on 16.08.2023 vide ordinary resolution, reclassified / altered the authorised share capital of the Company as follows

(i) Reclassification:

The Authorised Share Capital of the Company was reclassified from Rs.36,00,000/- comprising of 24,99,980 equity shares of Re.1/- each, 10 Class B Series A equity shares of Re.1/- each, 10 Class B Series B equity shares of Re.1/- each, 500,000 Class B Series A Preference Shares of Re.1/- each and 600,000 Class B Series B Preference Shares of Re.1/- each to Rs.36,00,000/- comprising of 36,00,000 equity shares of Re.1/- each

(ii) Increase in Capital:

The Authorised Share Capital of the Company was increased from Rs.36,00,000/- comprising of 36,00,000 Equity Shares of Re.1/- each to Rs.2,30,00,000/- comprising of 2,30,00,000 Equity shares of Re.1/- each.

(b) CONVERSION / ALLOTMENT OF EQUITY SHARES OF RE.1/- EACH:

The Board of Directors of the Company, upon obtaining the consent from the members at their meeting held on 16.08.2023, converted / allotted equity shares on 16.08.2023 as stated hereunder;

? 6 Equity Shares of Re.1/- each aggregating to Rs.6/- were allotted in respect of reclassification of Class B Series A Equity Shares of Re.1/-

? 468,614 Equity Shares of Re.1/- each aggregating to Rs.468,614/- were allotted in respect of conversion of Class B Series A Preference Shares of Re.1/-

? 544,114 Equity Shares of Re.1/- each aggregating to Rs.544,114/- were allotted in respect of conversion of Class B Series B Preference Shares of Re.1/-

(c) BONUS ISSUE:

The Board of Directors of the Company, upon obtaining the consent from the members at their meeting held on 16.08.2023, had allotted 1,35,06,924 Equity Shares of Re.1/- each on 16.08.2023 in the proportion of 6 Bonus Equity Shares for every 1 fully paid up equity share held by the members.

(d) Employee Stock Option Scheme (ESOP):

During the year under review the members of the Company at their meeting held on 21.08.2023 had approved to adopt the amended and restated Employee Stock Option Policy (ESOP) Scheme. The objective of the ESOP is to attract, reward, motivate and retain employees for high levels of individual performance, promotes employee ownership culture and reduces attrition by fostering a sense of partnership and ownership among valued employees. The information relating to the options granted to the employees is morefully detailed in the Annexure 'A' attached.

(e) Initial Public Offer (IPO):

During the year under review the Company had offered equity shares by way of Initial Public Offer (IPO) and allotted shares as stated hereunder;

5. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH INITIAL PUBLIC OFFER (IPO):

During the year under review, the Company raised funds aggregating to Rs.10.25 Crores through public issue. The particulars of funds raised and details of utilization of funds as at 31^st March, 2024 are as follows;

6. DEPOSITS:

The Company has not accepted nor renewed any deposits during the year under the review and therefore details mentioned in Rule 8(5)(v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits covered under chapter V is not required to be given.

7. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR / STATE OF COMPANY'S AFFAIR & NATURE OF CHANGE IN BUSINESS:

The company is engaged in sale of Indian designer clothes and accessories. There is no change in the nature of business during the year as compared to previous year.

8. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, a Management Discussion and Analysis Report are given in Annexure 'B'.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company does not fall under the ambit of provisions of Section 135 of the Companies Act, 2013. Accordingly, the provisions of Corporate Social Responsibility are not applicable.

10. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments, affecting the financial position of the company which has occurred between the end of the financial year of the company to which the financial statements relate and till the date of this report.

11. VIGIL MECHANISM / WHISTLE-BLOWER POLICY FOR DIRECTORS AND EMPLOYEES:

The Company has formulated a comprehensive Whistle-blower Policy in line with the provisions of Section 177 of the Companies Act, 2013. The Vigil Mechanism has been placed in the website of the Company at https://www.natl.in/corporate-policies.html

12. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has constituted an Internal Complaints Committee for the redressal of complaints on sexual harassment. During the year, the Company had not received any complaint on sexual harassment and no complaint was pending as on March 31, 2024. The Policy on Prevention of Sexual Harassment at workplace has been placed in the website of the Company at https://www.natl.in/corporate-policies.html

13. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company's operations in future.

14. ANNUAL RETURN:

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2024, will be available on the Company's website and can be accessed at https://www.natl.in/home.html

15. RELATED PARTY TRANSACTIONS

The transactions entered with the related party were in the ordinary course of business and at arm's length basis. The particulars of transactions entered are disclosed in the notes forming part of the financial statements and form AOC 2 is enclosed as Annexure 'C'.

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not advanced any loan, given guarantees and made investments during the year.

17. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2023-24

18. 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:

Not Applicable

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

Your Company is taking utmost care to conserve energy wherever possible. There was no technology absorption during the year. The details of foreign earnings and outgo are disclosed in the notes to the financial statements.

20. DETAILS OF SUBSIDIARY/ JOINT VENTURES / ASSOCIATE COMPANIES:

The details of subsidiary / associate in Form AOC-1 are attached as Annexure 'D'.

21. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

24 Board Meetings were held during the year and the gap between two meetings was not more than 120 days. The date of the meetings and the attendance of directors are mentioned below.

22. DIRECTORS' & KEY MANAGERIAL PERSON:

(a) The Company comprises of Five Directors as at 31.03.2024 as stated below:

(b) The details key managerial personnel as at 31^st March, 2024 are as follows:

(c) The details of appointment, change in designation of Directors and Key Managerial Person during the year are mentioned below

(d) Mr. Naresh Kumar, Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

23. INDEPENDENT DIRECTORS:

The Independent directors have given declaration under Section 149 of the Companies Act, 2013, that they meet the criteria of independence. In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors at their meeting, inter alia, reviewed the following.

• Performance of Non-Independent Directors and Board as a whole.

• Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Director.

• Assess 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 Company has received declarations of independence in accordance with the provisions of the Act as well as the LODR Regulations from all the Independent Directors

24. ADEQUACY OF INTERNAL CONTROLS AND COMPLIANCE WITH LAWS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

25. SECRETARIAL STANDARDS:

The Company has complied with the applicable provisions of Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

26. COMMITTEES

a) Audit Committee

In terms of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has constituted Audit Committee comprising of three members and the committee met two times during the year on 29.12.2023 and 22.03.2024 with requisite quorum present throughout the meetings. The composition of the Audit Committee and details of meeting held are provided hereunder:

b) Nomination and Remuneration Committee

In terms of Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has constituted a Nomination & Remuneration Committee comprising of three members and the committee met once during the year on 26.09.2023 with requisite quorum present throughout the meeting. The composition of the Nomination & Remuneration Committee and details of meeting held are provided hereunder:

c) Stakeholders Relationship Committee:

In terms of section 178 of the Companies Act, 2013 read with Rules thereof and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirement), 2015, the Company has constituted Stakeholders Relationship Committee consisting comprises of three members and the committee met once during the year on 08.03.2024 with requisite quorum present throughout the meeting. The composition of the Stakeholders Relationship Committee and details of meeting held are provided hereunder:

27. REMUNERATION POLICY

The Company has adopted a Nomination and Remuneration Policy in terms of the Section 178 of the Act. The policy, inter alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of directors, key managerial personnel and senior management personnel of the Company. The Nomination & Remuneration Policy of the Company is available on the website of the Company at https://www.natl.in/home.html

28. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:

None of the Independent/Non-Executive Directors have any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

29. AUDITORS AND AUDIT REPORTS

a) Statutory Auditors:

M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants, Chennai holds office upto the date of ensuing Annual General Meeting and are eligible to continue for a further period of four years in terms of Section 139 of the Companies Act, 2013. The Company has received consent and letter of eligibility from them as required in the Act. The Board recommends their appointment for a further period of four years to hold office until the conclusion of Annual General Meeting to be held for the year 31.03.2028.

b) Secretarial Auditors:

The Board of Directors, pursuant to the provisions of Section 204 of the Companies Act, 2013, appointed M/s. AK Jain and Associates, Company Secretary in Practice, as the Secretarial Auditor of the Company, to carry out the Secretarial Audit for the Financial Year 2023-24. Secretarial Audit Report, issued by the Secretarial Auditor in Form No. MR-3 forms part of this Report and is annexed herewith as Annexure 'E'.

c) Internal Auditors:

In terms of Section 138 of the Companies Act, 2013, the Company had appointed M/s. Ronak G Jain & Co, Chartered Accountants, as Internal Auditor of the Company.

30. REMARKS / OBSERVATION OF THE AUDITORS AND REPLY OF THE BOARD:

Statutory Auditors:

31. REPORTING OF FRAUD BY THE AUDITORS:

The statutory auditors have not reported any frauds under section 143(12) of the Companies Act, 2013.

32. MAINTENANCE OF COST RECORDS:

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

33. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 and the Rules made thereunder are annexed to this Report as Annexure 'F'

34. RISK MANAGEMENT POLICY:

The Company has a Proper Risk Management Policy towards Operations and Administrative affairs of the Company. The Directors review the Policy at regular intervals of time and ensure Proper Implementation of the Policy.

35. CORPORATE GOVERNANCE:

Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, does not apply to your Company. Hence, the report on Corporate Governance is not provided.

36. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge, belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) In the preparation of the annual accounts, the applicable accounting standards have followed and that no material departures have been made for the same.

b) appropriate accounting policies have been selected and applied consistently, and have 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 as at 31^st March 2024 and of the loss of the Company for the year ended 31^st March 2024,

c) proper and sufficient care have been taken for 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 annual accounts have been prepared on a going concern basis

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.

f) the directors had laid down internal financial controls to be followed by the Company and that such financial controls are adequate and were operating effectively.

37. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND:

There are no amounts which need to be transferred to Investor Education and Protection Fund.

38. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to acknowledge all stakeholders of the Company viz members, customers, suppliers, bankers, business partners/associates, financial institutions and various regulatory authorities for their consistent support/encouragement to the Company.