Charms Industries Ltd

Dear Members

Your Board of Director ("Board") present the Thirty Second (32^nd )Annual report of Charms Industries Limited for the financial year ended on March 31, 2024.

1. FINANCIAL PERFORMANCE

The Financial Statements of the Company are prepared in accordance with Indian Accounting Standards (IND AS) including the Rules notified under the relevant provisions of the Companies Act, 2013, form part of the Annual Report and Accounts.

2. HIGHLIGHTS OF FINANCIAL SUMMERY

During the year under review, the company has incurred a loss of ' 1324.20 thousand, which has been decreased as compared to the last F.-Y. 2022-23 i.e. ' 1427.54 thousand.

3. DIVIDEND

Since the company incurred loss during the year ended on March 31, 2024, the Board of Directors has not recommended any dividend for the year.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

5. RESERVES

The Company has not transferred any amount to Reserves.

6. CHANGE OF REGISTERED OFFICE

During the year under review, there was no change in address of Registered office of the Company.

7. SHARE CAPITAL

The Authorized share capital of the Company is ' 4,50,00,000 consisting of 45,00,000 Equity Shares of ' 10 each.The Issued, Subscribed and paid Up Capital of the Company is ' 4,10,61,000 consisting of 41,06,100 Equity Shares of ' 10 each.

During the year under review, there was no change in the Authorized Share Capital, Issued , Subscribed and Paid-up capital of the Company.

8. SCHEME OF ARRANGEMENT

The Board of directors in their Board Meeting held on 01.07.2023 has approved the Draft Scheme of Capital Reduction under Section 66 read with applicable rule & regulations and other applicable provisions of the Companies Act, 2013 subject to the necessary approvals.

This Scheme provides for undertaking of capital reduction of Charms Industries Limited (hereinafter referred as "CIL or "the Company"), whereby the paid-up share capital of the "CIL" shall be reduced from ' 4,10,61,000/- divided into 41,06,100 Equity Shares of ' 10/- each fully paid-up to ' 41,06,100/- divided into 41,06,100 equity shares of Re.1/-each fully paid-up and that such reduction be effected bycancelling the paid up capital amounting to ' 3,69,54,900 which has lost or is unrepresented by available tangible assets. Further, the Company also propose to cancel the capital reserve account of ' 31,46,530 by adjustment in debit balance of Profit & Loss Account and therefore the total amount of adjustment in debit balance of Profit & Loss Account is aggregating to ' 4,01,01,430, subject to all necessary approvals.

The reduction will be to the extent of ' 9/- per share upon each of the 41,06,100 equity shares which have been issued by reducing the paid-up value of all the shares in the capital of the Company from ' 10/- per share to Re.1/- per share. The debit balance of Profit & Loss Account of the Company will be written off to the extent of amount of the aforesaid reduction of share capital and Capital Reserve.

Further, the Scheme of Reduction of Capital does not result in any benefits to the Promoter / Promoter Group/Group Companies as there is no Change in percentage (%) of their shareholding.

The Company has received Observation Letter dated July 01, 2024 from the BSE Limited with 'no adverse observation' in the Scheme of Capital Reduction Capital between Charms Industries Limited and its Shareholders.

The company has proposed the special resolution in the Annual General Meeting to be held on Monday, September 23, 2024 for capital reduction of the company in which the company proposes to reduce 90% of the subscribed, issued and paid up equity Capital of the Company and the Capital Reserve of the Company.

9. LISTING

The Equity Shares of the Company are continued to be listed and actively traded on the Bombay Stock Exchange Limited (BSE). The company has paid listing fees to the Stock Exchanges (BSE).

10. DEMATERIALIZATION OF SHARES:

As on March 31,2024, there were 32,27,960 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 78.61% of the total issued, subscribed and paid-up capital of the Company.

11. SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES

The Company does not have any Subsidiary/Associate/Joint venture Companies.

12. CHANGE IN NATURE OF BUSINESS

The company is engaged in business of agriculture produce. The company deals in all or any types of products of agricultural, horticulture, herbals, industrial products, consumer products, consumer durables, building materials, pharmaceuticals, engineering, chemicals, petro-chemicals, rubber, plastics, polymers, textile, all type of precious metals, metalferrous and non-ferrous metal products, stones, semiprecious stones, precious stones of all shapes, specifications and varieties.

The company has decided to explore and commence new business line of trading and dealing Sponge iron as covered in the main object clause of the company along with existing business activities from the year starting on 1^st April, 2024.

Earlier the Company was engaged as Full Fledge Money Changer (FFMC), however due to cancellation of the registration/ license of FFMC by the Reserve Bank of India by order dated February 15, 2022 (Ref.:AMD.FED.EP.No.S801/13.76.258/2021-22) , the Company discontinued the business of money changer.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The boards consist of adequate number of directors as per the Companies act 2013, SEBI Regulations, and other applicable laws.

A. Composition of Board

B. Retirement by rotation

In accordance with the provisions of the Articles of Association of the Company and Companies Act, 2013, Mr. Parth Shivkumar Chauhan (DIN: 07571829) retires by rotation and being eligible have offered himself for reappointment.

C. Changes in the Board during the year: There is no change During the year

D. Declaration of Independent Director:

Mr. Harshad S. Gandhi (DIN: 01056779) and Mr. Nishit Rupapara (DIN:02859031) are the existing Independent Directors the Company and the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the time being in force).

E. Evaluation of Board's Performance

Pursuant to provisions of the Companies Act and the Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, performance of the Chairman, the Committees and independent Directors without Participation of the relevant Director. The Nomination and Remuneration Committee of the Board continuously evaluates the performance of the Board and provides feedback to the Chairman of the Board. The independent directors had a separate meeting without the presence of any non-independent directors and management and considered and evaluated the Board's performance, performance of the Chairman and other non-independent directors and shared their views with the Chairman. The Board had also separately evaluated the performance of the Committees and independent directors without participation of the relevant director.

F. Profile of Directors Seeking Appointment / Reappointment

As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Directors retiring and seeking reappointment at the ensuing Annual General Meeting is annexed to the notice convening32^ndAnnual General Meeting.

14. NUMBER OF MEETINGS OF THE BOARD

Regular meetings of the Board are held to discuss and decide on various business policies, strategies, financial matters and other businesses. During the year, the Board duly met Seven (7) times on 23.05.2023, 01.07.2023, 03.08.2023, 12.08.2023, 04.09.2023, 09.11.2023 and12.02.2024 in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

15. STATE OF THE COMPANY'S AFFAIRS

The state of the Company affairs forms an integral part of Management Discussion and Analysis Report is furnished in "Annexure-B" and is attached to the report.

16. ANNUAL RETURN AS PER SECTION 92(3) OF COMPANIES ACT, 2013.

In terms of Section 92(3) of the Companies Act, 2013and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return ofthe Company shall be available on the website of the Company atwww.charmsindustries.co.in.

17. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) of the Companies Act, 2013, your Directors confirm:

i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) That 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 of the Company for that period;

iii) That 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 for preventing and detecting fraud and other irregularities;

iv) That the Directors had prepared the annual accounts on a going concern basis.

v) That the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi) 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;

18. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS

1. AUDIT COMMITTEE:

The Board of the Company has constituted an Audit Committee at the Board level. The Audit Committee at the Board level acts as a link between the Statutory Auditors, Internal Auditor, the Management and the Board of Directors and overseas the Accounting Policies and Practices, Financial Reporting Process, Financial Statements, Reports of Auditors.

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015and Section 177 of the Companies Act, 2013 as applicable along with other terms as referred by the Board of Directors. The terms of reference of the Audit Committee are broadly as under:

• Oversight of the Company's Financial Reporting Process and the disclosure of its Financial Information to ensure that the Financial Statement is correct, sufficient and credible;

• Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

• Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;

• Examination and reviewing, with the Management, the Annual Financial Statements and Auditors' Report thereon before submission to the Board for approval, with particular reference to:

i. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of Section 134 (3)(c) of the Act;

ii. Changes, if any, in the Accounting Policies and Practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by Management;

iv. Significant adjustments made in the Financial Statements arising out of audit findings;

v. Compliance with listing and other legal requirements relating to Financial Statements;

vi. Disclosure of any Related Party Transactions;

vii. Qualifications in the draft Audit Report;

• Reviewing with the Management, the quarterly Financial Statements before submission to the Board for approval;

• Review and monitor the Auditors' independence and performance and effectiveness of audit process;

• Approval or any subsequent modification of transactions of the Company with Related Parties;

• Scrutiny of Inter - Corporate Loans and Investments;

• Evaluations of Internal Financial Controls and Risk Management Systems;

• Reviewing with the Management, performance of Statutory and Internal Auditor and adequacy of the internal control systems;

• Reviewing the adequacy of internal audit function and discussion with Internal Auditors of any significant findings and follow upthere on;

• Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

• Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

• To review the functioning of the Whistle Blower Mechanism;

• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

• Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision

• Consider and comment on rationale, cost benefits and impacts of schemes involving merger, demerger, amalgamation etc., on the listing entity and its shareholders.

The Committee comprises of 3 Directors, out of which 2 are Independent Directors. Mr. Dileep Panchal, Company Secretary of the Company acted as a Secretary of the Committee. All the Members of the Audit Committee have Financial, Accounting and Management expertise.The board of directors has accepted all recommendations of the Audit Committee during the year.

Meetings:

During the year, 5(Five) meeting of the committee was held on 23.05.2023, 01.07.2023, 12.08.2023, 09.11.2023 & 12.02.2024. The necessary quorum was present at the Meetings.

2. NOMINATION AND REMUNERATION COMMITTEE:

The Board of the Company has constituted a Nomination & Remuneration Committee at the Board level. The scope of the activities of the Nomination & Remuneration Committee is in compliance with Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015read with Section 178 of the Companies Act, 2013.

The broad terms of reference of Nomination and Remuneration Committee includes

• Determination and recommendation of criteria for appointment of Executive, Non-Executive and Independent Directors to the Board;

• Review and approval of compensation / remuneration payable to Senior Management Personnel, Relatives of Directors, Executive and Non-Executive Directors etc. and recommend to the Board for their approval;

• Succession planning for Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment of Directors / Independent Directors based on laid down criteria;

• Examination and evaluation of performance of the Board of Directors and Senior Management Personnel including Key Managerial Personnel based on criteria approved by the Board;

The remuneration has been paid as approved by the Board, in accordance with the approval of the Shareholders and within the overall ceiling prescribed under Section 197 and 198 of the Companies Act, 2013. The Committee comprises of 3 Directors, out of which 2 are Independent Directors. Mr. Dileep Panchal, Company Secretary of the Company acted as a Secretary of the Committee.

Meetings:

During the Year, 2 (Two) meeting of the committee was held on 01.07.2023 and 04.09.2023,

The Board has on the recommendation of Nomination and Remuneration Committee framed a policy on director's appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for Directors, Key Managerial Personnel and Other Employees.

Policy on Directors' Appointment & Remuneration

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The said policy is accessible on the Company's official website at www.charmsindustries.co.in

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company.

Annual Evaluation of Board, Committees and Individual Directors:

Pursuant to the provisions of the Act, Listing Regulations, 2015 and the Remuneration Policy of the Company, the Board of Directors/ Independent Directors/ Nomination and Remuneration Committee (as applicable) has undertaken an evaluation of its own performance, the performance of its Committees and of all the individual Directors including the Chairman of the Board of Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meetings and the functioning of its Committees. Such evaluation is presented to the Nomination and Remuneration Committee and the Board of Directors (as applicable).

Directors express their satisfaction with the evaluation process

The Committee while evaluating the performance of the Non Executive Independent Directors may take into consideration various factors including:

• Attendance and Participation at the Board Meetings, Committee Meetings and Annual General Meeting;

• Other Directorship held by the Non-Executive Independent Directors;

• Input in strategy decisions;

• Review of Financial Statements, risks and business performance;

• Time devoted toward discussion with Management;

• Active participation in long-term strategic planning;

3. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has constituted a Stakeholders' Relationship Committee ("SRC") pursuant to the provisions of Section 178 of the Companies Act, 2013and Regulation 20 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Stakeholders Relationship Committee is responsible for the satisfactory redressalof investor complaints and recommends measures for overall improvement in the quality of investor services.

The Stakeholders Relationship Committee looks into various issues relating to shareholders/investors including:

• Transfer and transmission of shares held by shareholders in physical format;

• Shareholder's Compliant viz non-receipt of dividend, annual report, shares after transfer, delays in transfer of shares etc.;

• Status of dematerialization/rematerialization of shares;

• Issue of duplicate share certificates;

• Monitor and Track redressal of Investor complaints;

• Oversee the performance of the Company's Registrar and Transfer Agents;

• Review of measures taken for effective exercise of voting rights by Shareholders;

• Suggest measures for improvement upgrade the standard of services to investorsfrom time to time;

• Carry out any other function as is referred by the board from time to time or enforced by any statutory modification/ amendment or modification as may be applicable;

The Company's shares are compulsorily traded in the de-materialized form. Based on the delegated powers of the Board, Directors/ officers/RTA approves the application / request for transfers / transmission / demat / remat of shares, deletion of name, duplicate sharecertificate etc. on a regular basis and the same is reported at the next meeting of the Committee, normally held every quarter.

The Committee comprises of 3 Directors, out of which 1 are Independent Directors. Mr. Dileep Panchal, Company Secretary of the Company acted as a Secretary of the Committee.

Details of Investor's grievances/ Complaints:

The Company has not received any complaints during the year. The pending complaints of the Shareholders/Investors registered with SEBI at the end of the current financial year ended on 31^stMarch, 2024are NIL.Mr. Dileep Panchal is the Company Secretary and Compliance Officer of the Company for the above purpose.

Meeting of stakeholders relationship committee

The Committee duly met 01(one) times on 01.07.2023

19. INDEPENDENT DIRECTORS MEETING:

The Independent Directors of the Company met during the year on 01.07.2023without the attendance of non-Independent Directors and members of the Board.

The Independent Directors reviewed the performance of the non-independent Directors and Board as whole. the performance of the Chairman taking into account the views of executive Directors and non-executive Directors and assessed the quality, quantity and timeline of flow of information between company management and board.

20. AUDITORS

The matters related to Auditors and their Reports are as under:

A. Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, The present Auditors of the Company are M/s. Ashit N Shah & Co. & Associates, Chartered Accountants, having registration number FRN No. 100624W were appointed as Statutory Auditors of the Company to hold office from the conclusion of 29^th Annual General Meeting (AGM) till the conclusion of 33^rd Annual General Meeting of the Company to be held in the year 2025.

Pursuant to amendments in Section 139 of the Companies Act, 2013, the requirements to place the matter relating to such appointment for ratification by members at every AGM, is not required. Hence, the resolution relating to ratification of Auditor's appointment is not included in the notice of the ensuing AGM. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company and they hold a valid certificate issued by the ICAI.

They have confirmed their eligibility and qualifications required under the Act for holding office as Auditor of the Company.

During the financial year 2023-24, no frauds have either occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time). Therefore, no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors' Report is enclosed with the financial statements in this Annual Report.

It is to be noted that Audit Report given by the Auditor is not qualified.

B. Cost Auditor:

As the cost audit is not applicable to the Company, therefore the Company has not appointed the Cost Auditor pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.

Further, maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records are not made and maintained.

C. Internal Auditor

The Board of Directors was on the recommendation of Audit Committee, and pursuant to the provision of Section 138 of the Companies Act 2013appointed Mr. PareshPopatlalJoshias an Internal Auditor of the Company

D. Secretarial Auditor:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. Vishwas Sharma & Associates, Practicing Company Secretaries had been appointed to issue Secretarial Audit Report for the Period ended on 31^st March, 2024.

The Board of Director appointed M/s. Vishwas Sharma & Associates, practicing company secretary as secretarial auditor of the Company for F.Y. 2023-2024& 2024-2025.

• Secretarial Audit Report :

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. Vishwas Sharma and Associates, Company Secretaries had been appointed to issue Secretarial Audit Report for the Period ended on March 31, 2024. Secretarial Audit Report issued by M/s. Vishwas Sharma and Associates,, Company Secretaries for the year ended on March 31, 2024 in Form MR-3 attached and marked as Annexure "A" for the period under review, forms part of this report.

The said report contains observation or qualification which is mentioned as below:

21. GREEN INITIATIVE

The Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the Companies and has issued Circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its members.

As a responsible corporate citizen, the Company welcomes and supports the 'Green Initiative' undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report, amongst others, to shareholders at their e-mail address previously registered with the DPs and RTAs.

Shareholders who have not registered their e-mail addresses so far are requested to do the same. Those holding shares in demat form can register their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with the RTA.

22. COMPANY SECRETARY:

Mr. Dileep Panchal is appointed as whole time company secretary and Compliance Officer of the company.

23. ESTABLISHMENT OF VIGIL MECHANISM

The company has in place a vigil mechanism pursuant to which a Whistle Blower Policy is also in vogue. Whistle Blower Policy covering all stakeholders including employees and directors of the company is hosted on companies' website http://www.charmsindustries.co.in

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTIN THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

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

25. RISK MANAGEMENT:

The Company does not have any Risk Management Policy or any statement concerning development and implementation of risk management policy of the company as the elements of risk threatening the Company's existence is very minimal.

26. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD:

The Directors have 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. The Company confirms Compliance with the applicable requirements of Secretarial Standards 1 and 2.

27. CORPORATE GOVERNANCE:

As per the provisions of SEBI (Listing Obligations and Disclosures requirement) Regulation, 2015, the annual report of the listed entity shall contain Corporate Governance Report and it is also further provided that if the Company is not having the paid up share capital exceeding ' 10 crore and Net worth exceeding ' 25 crore, the said provisions are not applicable. As our Company does not have the paid up share capital exceeding ' 10 crore and Net worth exceeding ' 25 crore, the Corporate Governance Report is not applicable and therefore not provided by the Board.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provision of section 135(1) of Companies Act 2013 i.e. Corporate Social Responsibility is not applicable on the company. Therefore the company has not constituted CSR committee.

29. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 and rules made there under, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. Your Directors declared and confirm that, during the year under review, there is no case filed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by the Company.

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company believes in the conduct of its affairs in a fair and transparent manner to foster professionalism, honesty, integrity and ethical behavior in its employees & stakeholders. The Company has adopted a Whistle Blower Policy as a part of vigil mechanism. Also, the Code of Business Conduct (Code) lays down important corporate ethical practices that shape the Company's value system and business functions and represents cherished values of the Company.

31. STATEMENT OF FORMAL ANNUAL EVALUATION

Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board member's contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which the board papers and other documents are prepared and furnished.

32. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit function is defined in the Internal Audit Manual. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. The Internal Audit also includes both physical as well as online transaction audit. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

33. MATERIAL DEVELOPMENTS IN HUMAN RESOURCE

Our Company considers its Human Resources as the key to achieving its objectives. We firmly believe that a well-planned Human Resource Management program tailored to our organization and staff can significantly improve our business's bottom line.

Our teams are integral to our business. We have embraced a culture of excellence and meritocracy to nurture our people. We believe in selecting the right talent, training them, and instilling in them the spirit of our employees. We focus on developing a superior workforce so that both the organization and individual employees can accomplish their work goals in service to customers. Our aim is to achieve advanced flexibility, innovation, competitive advantage, and improved business performance. The employees are sufficiently empowered, and such a work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the company's vision. Our company appreciates the spirit of its dedicated employees.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under the Listing Agreement with stock exchanges is annexed as a separate Annexure "B" forming part of this Report.

35. LISTING

The Equity Shares of the Company are listed on Bombay Stock Exchange. The company has paid annual listing fees to the Stock Exchange for the year 2023-24, further the Company is regular in compliances of various clauses and regulations of the Listing Agreement and/or LODR.

36. PARTICULARS REGARDING EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Report and marked as Annexure- "C". No employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

37. DEPOSITS

During the year under review, the Company has not accepted or renewed any deposits within the meaning of Section 73 and 76 of the Companies Act 2013 read with the Companies (Acceptance deposits Rules), 2014. There was no deposit which remained unclaimed and unpaid at the end of the year.

38. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES PURSUANT TO SECTION 188(1) OF THE COMPANIES ACT, 2013:

There were no contracts or arrangements or transactions with any related parties which could be considered material in accordance with the policy of the Company during the year under review. Hence, the Company is not required to disclose details of the related party transactions in Form AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

39. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The company has not made any loans, guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013 during the financial period under review.

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

A. Conservation of Energy:

I. the steps taken or impact on conservation of energy: Nil

ii. The steps taken by the company for utilizing alternate sources of energy: None

iii. The capital investment on energy conservation equipment's: Nil

B. Technology Absorption:

I. the efforts made towards technology absorption: None

ii. The benefits derived like product improvement, cost reduction, product development or import substitution: None

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

a) The details of technology imported: None

b) The year of import: N.A.

c) Whether the technology has been fully absorbed: N.A.

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A.

iv. The expenditure incurred on Research and Development: Nil

C. FOREIGN EXCHANGE EARNING & OUTGO:

i) Foreign Exchange Earning: NIL

ii) Foreign Exchange Outgoing: NIL

41. DIRECTOR'S DISQUALIFICATION

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

42. INSOLVENCY AND BANKRUPTCY CODE:

During the Financial Year ended on March 31, 2024, there is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

43. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THEFINANCIAL YEAR TO WHICH THISE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report.

44. GENERAL:

a. Your Company has not issued any equity shares with differential rights as to dividend, voting or otherwise; and

b. Your Company does not have any ESOP scheme for its employees/Directors

45. ACKNOWLEDGEMENT

Your Directors place on record the valuable co- operation and assistance extended by Reserve Bank of India, Western Union Financial services Inc., Government Authorities, Bankers, lending Institutions, suppliers and Customers during the year under review. Your Directors also place on record their appreciation for the committed services of the executives and staff of the Company.