To

The Members

INNOKAIZ INDIA LIMITED

Your Directors have pleasure in presenting their 11^th Annual Report together with the Audited Financial Statements of the Company for the Year ended 31^st March, 2024.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Key highlights of financial results for Innokaiz India Limited for the financial year 2023-24 are tabulated below:

BRIEF DESCRIPTION OF THE COMPANY'S STATE OF AFFAIRS:

During the financial year ended 2023-24 the total revenue has declined to Rs. 7,828.49/- Lakhs as compared to the previous year i.e. Rs. 22,301.22/- Lakhs. The Company's net profit before tax is Rs. 285.11/- Lakhs as compared to Rs. 1,1195.38/- Lakhs in the previous figures. The Companies net profit after tax for the current financial year is Rs. 210.24/- Lakhs as compared to Rs. 886.22/- Lakhs to the previous year.

COMPANY OVERVIEW

We are a dynamic digital agency specializing in SEO, UI/UX design, content marketing, web development, and e-commerce solutions. With a foundation built on innovation and expertise, we empower businesses to thrive in the digital age by optimizing their online visibility, enhancing user experiences through intuitive design, and crafting compelling content strategies that drive engagement and conversions. Our robust web development services cater to diverse needs, from responsive websites to scalable e-commerce platforms, ensuring seamless integration and functionality. We are committed to delivering tailored solutions that meet the unique challenges and goals of our clients, driving sustained growth and success in the competitive digital landscape. We thrive to provide unique and tailored solutions to our clients specific to their business.

TRANSFER TO GENERAL RESERVE

The Board of Directors does not propose to transfer any amount to Reserves and has decided to retain the entire amount of profit for the financial year 2023-24 in the Statement of Profit & Loss for the financial year ended 31^st March, 2024.

DIVIDEND:

The Board has not recommended any dividend for the financial year 2023-24.

SHARE CAPITAL:

During the year following changes took place in the capital structure of the company:

? Authorised Share Capital

There has been no change in the Authorised Share Capital of your Company during the year, thus, the current authorised share capital of the Company stood at Rs. 11,00,00,000/- (Rupees Eleven Crores Only) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each.

? Issued, Subscribed and Paid up Share Capital

During the year the following changes were effected in the issued, subscribed and paid up share capital of the company:

Issue of shares pursuant to Initial Public Offer (IPO)

During the year, 27,13,600 (Twenty-Seven Lakh Thirteen Thousand Six Hundred) equity shares of the face value of Rs.10/- (Rupees Ten only) each were allotted pursuant to IPO being listed on BSE SME Exchange.

Post the allotment of equity shares as aforesaid, the issued, subscribed and paid up equity share capital of the company as on 31^st March, 2024 stood at Rs.10,22,36,000/- (Rupees Ten Crore Twenty-Two Thousand and Thirty-Six Only) divided into 1,02,23,600 (One Crore Two lakh Twenty Three Thousand and Six Hundred) equity shares of Rs.10/- (Rupees Ten Only).

CHANGES IN THE NATURE OF BUSINESS:

There has been no change in the nature of business during the year under review.

INITIAL PUBLIC OFFER (IPO) OF EQUITY SHARES:

Your Company came out with an initial public offer (IPO) of its equity shares aggregating to Rs. 21.17 Crore comprising of entirely fresh issue. The issue was open for subscription from 28^th April 2023 to 3^rd May 2023. Pursuant to the IPO, 2,713,600 equity shares were issued and allotted on 9^th May 2023 to public at price of Rs. 78 per share amounting to Rs. 2116.61 Lakhs. The equity shares of the Company were listed on 11^th May 2023.

DISCLOSURE ABOUT UTILISATION OF INITIAL PUBLIC OFFER (IPO) PROCEEDS:

Your Company discloses to the Audit Committee the uses/ application of proceeds/funds raised from the initial public offer (IPO) as a part of the quarterly review of financial results. Your company has made no deviation or variation in the use of proceeds raised from the allotment of IPO.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the internal control strengths in all areas.

VOUNTARY REVISION OF FINANCIAL STATEMENT/ BOARD REPORT

During the year under review no application were made for voluntary revisions of Financial Statement and/or Board report for the immediately preceding three financial years.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

We are committed to advancing societal education through its Corporate Social Responsibility (CSR) efforts. We focus on promoting access to quality education, particularly for marginalized communities, by enhancing educational infrastructure, supporting educators with training and resources, and collaborating with institutions to implement innovative educational programs. Additionally, we advocate for digital literacy initiatives to equip students with essential skills for the future. Through these initiatives, we strive to empower individuals, foster community development, and contribute to a more educated and prosperous society. The CSR policy of the Company can be accessed on the Company's website: https://innokaizindia.com/code-policies/

During the year, the Company has, in consonance with the CSR policy of the Company, undertaken a number of initiatives that contribute to the society at large. The Company has in place, a duly constituted CSR Committee for fulfilling the corporate social responsibility objectives of the Company. The details on CSR Activities undertaken by the Company for the Financial Year 2023-24, as prescribed under Companies (Corporate Social Responsibility Policy) Rules, 2014, is provided in the "Annual Report on CSR Activities" which annexed as Annexure-A.

EXTRACT OF ANNUAL RETURN

Pursuant to provisions of Section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and can be accessed at https://innokaizindia.com/

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES (IF ANY)

Your Company has no subsidiary Company, Joint Ventures or Associate Companies during the year under review.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed. ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review. iii) The Directors have 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. iv) The Directors have prepared the annual accounts on a going concern basis. v) 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. vi) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGOINGS:

The information under section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended 31^st March, 2024 is given below:

Conservation of Energy

I. The steps taken or impact on conservation of energy;

The Company is taking due care for using electricity in the office. The Company usually takes care for optimum utilization of energy. No capital investment on energy conservation equipment made during the financial year.

II. The steps taken by the Company for utilizing alternate sources of energy:

No alternate source utilized during the year

III. The capital investment on energy conservation equipments

There is no capital investment made by the Company on energy conservation equipments

Technology Absorption i) The efforts made towards technology absorption: No specific activities have been done by the Company. ii) The benefits derived like product improvement, cost reduction, product development or import substitution: No specific activity has been done by the Company iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NA iv) The expenditure incurred in Research and Development: Nil

Foreign Exchange Earnings and out-go

There are no foreign exchange earnings during the financial year 2023-2024.

RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties during the financial year 2023-2024 were on an arm's length basis and in the ordinary course of business and the provisions of Section 188 of the Companies Act, 2013 are not attracted. Further, during the year under review, there are no materially significant related party transactions which may have a potential conflict with the interest of the Company at large. The disclosure required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is annexed as "Annexure B" to the Company.

The policy on Related Party Transactions, as approved by the Board, is uploaded on the Company's website and may be accessed at the link https://innokaizindia.com/code-policies/

MATERIAL CHANGES AND COMMITMENTS:

No significant and material changes have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

STATUTORY AUDITORS:

M/s. Jay Gupta & Associates (Previously as Gupta Agarwal & Associates), Chartered Accountants, (FRN: 329001E) were appointed as the Statutory Auditor of the Company at the 8^th Annual General Meeting of the Company held on 29^th December, 2022 for a term of 5 Consecutive years commencing from the conclusion of the 8^th Annual general Meeting till the conclusion of the 13^th Annual General Meeting of the Company to be held in the year 2027.

AUDITOR'S REPORT:

The statutory auditor's report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

INTERNAL AUDITOR:

The Board of Directors are currently in talks with auditors to be appointed as Internal Auditor and during the reporting year no Internal Auditor was appointed by the Board.

SECRETARIAL AUDIT:

The Board on recommendation of Audit Committee had appointed M/s. S. A & Associates (C.P No. 3173), Practicing Company Secretary, to carry out secretarial audit Pursuant to provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit report is annexed herewith as "Annexure C"

COST AUDITOR

The Board of Directors of the Company here confirmed that according to the Companies working and business, the Company does not require to appoint the Cost Auditor as per the Section 148 of the Companies Act, 2013.

COST RECORDS

Your Company is not required to maintain Cost Records as specified by the Central Government u/s 148 (1) of the Companies Act, 2013.

FRAUDS REPORTED BY THE AUDITORS

During the period under review, under section 143(12) of the Act, the Company's Statutory Auditors, Internal Auditors and Secretarial Auditors have not reported any instance of fraud during the period under review.

BOARD POLICIES

Pursuant to provisions of SEBI (Listing Obligations and Disclosure Requirement) 2018, the Companies Act 2013 read with rules made thereunder and any other applicable act, as amended the board has adopted and approved the following policies. The polices are subject to periodical review by the Board of Directors:

? Code of Conduct for BOD & Senior Management ? Policy for appointment of Independent Director ? Archival Policy ? Board Evaluation Policy

? Code for Disclosure of Unpublished Price Sensitive Information ? Materiality Policy on Outstanding Litigation & Dues to Creditors ? Policy on Determination of Material Subsidiary ? Related Party Transaction Policy ? Whistle Blower Policy ? Code of Conduct for Independent Director (ID) ? Familiarization Program for Independent Director ? Board Diversity Policy ? CSR Policy ? Materiality Determination Policy

? Nomination Remuneration Committee Policy ? Policy for Preservation of Documents ? Risk Management Policy

Remuneration Policy:

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and rules thereto and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stating therein the Company's policy on Directors'/Key Managerial Personnel/other employee's appointment and remuneration by the Nomination and Remuneration Committee and approved by the Board of Directors. As part of the policy, the Company strives to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors / KMPs of the quality required to run the company successfully. The policy is available on the website of the company https://innokaizindia.com/code-policies/.

a) CEO/Managing Director & CFO - Criteria for selection/appointment:

For the purpose of selection of the CEO/MD & CFO, the Remuneration Committee shall identify persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board. The Committee will also ensure that the incumbent fulfils such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws

b) Remuneration for the CEO/Managing Director & CFO:

At the time of appointment or re-appointment, the CEO/Managing Director & CFO shall be paid such remuneration as may be mutually agreed between the Company (which includes the A&R Committee and the Board of Directors) and the CEO/Managing Director & CFO within the overall limits prescribed under the Companies Act, 2013. The remuneration of the CEO/Managing Director & CFO comprises only of fixed component. The fixed component comprises salary, allowances, perquisites, amenities and retrial benefits.

c) Remuneration Policy for the Senior Management Employees:

In determining the remuneration of the Senior Management Employees (i.e. KMPs and Executive Committee Members) the Remuneration Committee shall ensure the relationship of remuneration and performance benchmark is clear. The Managing Director will carry out the individual performance review based on the standard appraisal matrix and shall take into account the appraisal score card and other factors mentioned herein-above, whilst recommending the annual increment and performance incentive to the Remuneration Committee for its review and approval.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. In compliance with Section 177 of the Companies Act, 2013 and other applicable provisions, the company has formulated a Vigil Mechanism/Whistle Blower Policy (Mechanism) for its Stakeholders, Directors and Employees in order to promote ethical behaviour in all its business activities and in line with the best governance practices.

This vigil mechanism provides for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the chairperson of the Audit committee, in exceptional cases. The Company Secretary is the designated officer for effective implementation of the policy and dealing with the complaints registered under the policy. During the year under review no whistle blower event was reported. The policy is available on the website of the company https://innokaizindia.com/code-policies/.

PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT:

The Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. The Company has in place an Anti-Sexual Harassment Policy as per the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the year under review, no complaints of sexual harassment have been received by the company. The policy is available on the website of the company https://innokaizindia.com/code-policies/.

CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS:

The company has in place the code of conduct to regulate, monitor and report trading by Directors and Designated Employees in order to protect the investor's interest as per Securities and Exchange of Board of India (Prohibition of Insider Trading) regulations, 2015. As per the code periodical disclosures and pre-clearances for trading in securities by the Directors, Designated Employees and Connected Persons is regulated and monitored.

RISK MANAGEMENT POLICY:

The company is having adequate risk management procedures commensurate with the size of the Company and the nature of its business. With regard to the element of risk, there is no element of risk in the opinion of the Board which may threaten the existence of the Company. The policy is available on the website of the company https://innokaizindia.com/code-policies/.

HUMAN RESOURCES:

The company believe that the employees are key contributors to the success of the business. Your company focus on attracting and retaining the best possible talent. This attribute helps employees garner a sense of brotherhood with the management which ultimately produces exemplary results for the entire organization. Company's manpower is a prudent mix of the experienced and youth which gives the dual advantage of stability and growth. Entire work processes and skilled, semi-skilled and unskilled resources together with management team have enabled to implement your company's growth plans. Your Company believes that the human resources are a very important part of its strengths and hence ensures that all facilities like EPFO, ESIC, Leave, Entitlement and other facilities, uniforms, safety equipment is provided to all staff as applicable. Housing facility is available for outstation employees.

PARTICULARS OF EMPLOYEES:

As required under the provisions of Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employee falling under the above category, thus no information is required to be given in the report.

RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR 2023-24.

The information required pursuant to section 197(12) read with Rule 5(1)(i) of the Companies (Appointment and Remuneration) Rules 2014 in respect of ratio of remuneration of each director to the median remuneration of the employee of the Company for the financial year 2023-24 forms part of this report as

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status of the Company's and its future operation.

BOARD OF DIRECTORS:

The Company is managed by well-qualified professionals. All directors are suitably qualified, experienced and competent. The members of the Board of Directors are persons with considerable experience and expertise in Audit, Accounts, Finance, Administration and Marketing. The Company is benefitted by the experience and skills of the Board of Directors. The Independent Directors have made disclosures to the Board confirming that there are no material, financial and/or commercial transactions between them and the company which could have potential conflict of interest with the company at large.

Appointment/Re-appointment of Director:

During the period under review there were no such directors being appointed in the company.

Retirement by Rotation:

Mr. Selvaraj Durairaj (DIN: 08181614) Director, who retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment.

Resignation of Director:

During the period under review there were no such directors being resigned from the Board of the Company.

Appointment and Resignation of KMP:

During the period under review, no Key Managerial Personnel were appointed to the Board of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All independent directors have given declarations confirming that they meet the criteria of independence as prescribed under Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, respectively with the Stock Exchanges.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

In terms of requirement of Schedule IV of the Companies Act, 2013, Independent Director had a separate meeting on 30^th March 2024 without the attendance of Non-Independent Director and Members of management. All the Independent Directors were present at the said meeting. The activities prescribed in paragraph VII of Schedule IV to the Act were carried out at the said meeting.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization programme aims to provide Independent Directors with the industry scenario, the socioeconomic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company/business policies and strategies apart from other Board business. During the year, 6 (Six) Board Meetings were held. The maximum time gap between any two consecutive meetings did not exceed 120 days. The necessary quorums were present for all the meetings.

During the year under review 6 (six) Board met six times. The details of the directors meeting along with the attendance are as follows:

ANNUAL EVALUATION OF BOARD'S PERFORMANCE:

During the year under review, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company. Having regard to the industry, size and nature of business your Company is engaged in, the evaluation methodology adopted is, in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose. All the members of the Board and the Management Committee have affirmed their compliance with the Code of Conduct.

Terms of Reference:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. These broadly includes (i) Develop an annual plan for Committee (ii) review of financial reporting processes, (iii) review of risk management, internal control and governance processes, (iv) discussions on half yearly and annual financial statements, (v) interaction with statutory, internal auditors, (vi) recommendation for appointment, remuneration and terms of appointment of auditors and (vii) risk management framework concerning the critical operations of the Company. In addition to the above, the Audit Committee also reviews the following: a) Matter included in the Director's Responsibility Statement. b) Changes, if any, in the accounting policies. c) Major accounting estimates and significant adjustments in financial statement. d) Compliance with listing and other legal requirements concerning financial statements. e) Disclosures in financial statement including related party transactions, f) Qualification in draft audit report. g) Scrutiny of inter-corporate loans & investments. h) Management's Discussions and Analysis of Company's operations. i) Valuation of undertakings or assets of the company, wherever it is necessary. j) Letters of Statutory Auditors to management on internal control weakness, if any. k) Major non-routine transactions recorded in the financial statements involving exercise of judgement by the management. l) Recommend to the Board the appointment, re-appointment and, if required the replacement or removal of the statutory auditors considering their independence and effectiveness, and recommend the audit fees. m) Subject to review by the Board of Directors, review on quarterly basis, Related Party Transactions entered into by the Company pursuant to each omnibus approval given.

Committee Constitution is as follows:

The Audit Committee consists of two Independent Directors and one Executive Director as on 31.03.2024. All members of the Audit Committee are financially literate and they have accounting or related financial management expertise.

During the year under review 4 (Four) meetings were held on the following dates: 20.05.2023, 24.08.2023, 14.11.2023 and 19.02.2024.

B) NOMINATION & REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The Composition of the Committee is in conformity with the provisions of the said Section.

Terms of Reference:

The Committee is empowered:- a) Formulation of the criteria for determining the qualifications, positive attributes and independence of Director; b) Identification and assessing potential individuals with respect to their expertise, skills, attributes, personal and professional standing for appointment and re-appointment as Directors / Independent Directors on the Board and as Key Managerial Personnel's; c) Support Board in evaluation of performance of all the Directors & in annual self-assessment of the Board's overall performance; d) Conduct Annual performance review of MD and CEO and Senior Management Employees; e) Administration of Employee Stock Option Scheme (ESOS); f) Formulate a policy relating to remuneration for the Directors, Committee and also the Senior Management Employees.

Composition of the Nomination & Remuneration Committee is as follows:

During the year under review 2 (Two) meeting were held on following dates: 24.08.2023 and 14.11.2023.

This Committee has been formed to carry out the function as contained in Schedule III of the Companies Act, 2013 and shall enjoy necessary powers and authority reviews commensurate with its functions.

C) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee consists of the following Directors as given below. The Committee is in charge of looking after grievances of Investors and Shareholders. The detail of the Committee is as follows: i) Terms of Reference: The terms of reference of the Committee includes the following: a. To review all complaint recorded in Scores of SEBI and replies made to the same by RTA/Company

Secretary. b. To receive report on all complaints recorded in SCORES of the Registrar and Share Transfer Agent and note the corrective actions taken by the Registrars. c. To take action of all grievances and complaints lodged by the stock exchange, shareholders associations and other bodies. d. To review grievances of other stakeholders of the Company given in their individual capacity. e. Overview activities relating to share maintenance and related work.

The composition of Share Transfer/Investor Grievance Committee is as follows:

During the year under review 4 (Four) meetings were held on the following dates: 20.05.2023, 24.08.2023, 14.11.2023 and 17.01.2024.

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^st March, 2024 are NIL.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 wherever applicable, are given in the notes to the Financial Statements.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and Designated Employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the Designated Employees while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the Designated Employees have confirmed compliance with the Code.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Management's discussion and analysis is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE:

The Company being listed on the Small and Medium Enterprise Platform (BSE SME PLATFORM) is exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015. Hence no corporate governance report is disclosed in this Annual Report. It is Pertinent to mention that the Company follows Majority of the provisions of the corporate governance voluntarily.

NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per Provision to regulation Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017. As your Company is listed on SME Platform of BSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after 1st April, 2017.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

COMPLIANCE WITH 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.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016

During the period under review, no application has been made or any proceeding is pending under the IBC-2016.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and sale operations. The Company's policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report as per Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, describing the initiatives taken by them from an environmental, social and governance perspective is not applicable to the Company, for the Financial Year 2023-24 as per the SEBI Notification dated 22 December, 2015 and Frequently Asked Questions issued by SEBI on SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT

The Company has a code of conduct for all its Board members and senior management personnel which is available on https://www.billwinindustries.com/wp-content/uploads/2020/04/01.-Code-of-Conduct-for-Directors-Senior-Management.pdf. All Board members and Senior Management Personnel (as per Regulation 26(3) of the Listing Regulations) have affirmed compliance with the applicable Code of Conduct.

DIFFERENCE IN VALUATION:

During the period under review, the Company has never made any one-time settlement against the loans obtain from banks and financial institution and hence this clause is not applicable.

CAUTIONARY NOTE:

The statements forming part of the Director's Report may contain certain forward-looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual performances or achievements of the company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.