The directors are pleased to present the 34^th Annual Report together with the Audited financial statement for the financial year ended as on 31^st March 2023.

1. FINANCIAL INFORMATION:

2. OPERATIONS:

During the year under review, revenue from operations and other income stands at Rs. 15,020.96/- thousands as compared to Rs. 2,814.22/- thousands for previous year. Profit before tax stands at Rs. 11,463.98/- thousands as compared to Rs. 1,810.31/- in previous year. Profit after tax stands at Rs. 8,483.34/- thousands as compared to Rs. 1,418.12/-thousands in previous year.

3. DIVIDEND:

Your directors do not recommend any dividend for the financial year 2022-2023.

4. TRANSFER TO RESERVES:

The Company did not transfer any amount to Reserves during the year under consideration.

5. SHARE CAPITAL:Authorized share capital:

As on 31^st March 2023 Authorised Share Capital of the Company is Rs.16,00,00,000/-(Rupees Sixteen Crore only) divided into 1,60,00,000 (One Crore Sixty Lakh) equity shares having Face value of Rs.10/- (Rupees Ten only) each.

Paid up share capital:

As on 31^st March 2023 Paid up share capital of the company is Rs.10,20,00,000/ - (Rupees Ten Crore Twenty Lakhs Only) divided into 1,02,00,000 (One Crore Two Lakh) equity shares having Face value of Rs.10/- (Rupees Ten Only) each.

6. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188:

There were no Related Party Transactions during the financial year under review. Generally, all related party transactions are into at an arm's length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 ('the Act') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of related party transactions entered into by the Company are provided in Form AOC - 2 given as "Annexure - 1" of Board's Report.

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

The disclosure under the provisions of section 134 (3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is enclosed as "Annexure - 2".

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture or associate company.

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

There is no Unclaimed Dividend to be transferred to the Investor Education and Protection Fund.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the Regulation 34(e) read with Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis report covering details of Risks and Concerns, Internal Control Systems and their Adequacy, Discussion on Financial Management's Performance with respect to Operational Performance etc. for the year under review is set out in this Annual Report as "Annexure - 3".

11. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors, based on the representations received from the operational management, confirm in pursuance of section 134 (5) of the Companies Act, 2013 that:

• Your Company has, in the preparation of the annual accounts for the year ended 31^st March 2023, the applicable accounting standards read with the requirements set out under Schedule III to the Act have been followed an there are no material departures from the same;

• The Directors have 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 as at 31^st March 2023 and of the Profit of your company for the financial year ended 31^st March 2023;

• The Directors have taken proper and sufficient care to the best of their knowledge and ability, for 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;

• The annual accounts have been prepared on a going concern basis;

• The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

• The Directors have devised systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

12. CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in Regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and 46 and para C, D and E of Schedule V shall not apply, in respect of the listed entity having paid up equity share capital not exceeding rupees ten crores and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year.

Thus, due to non-applicability, a separate report of Corporate Governance has not been provided in this Annual report.

13. CORPORATE SOCIAL RESPONSIBILITY:

The conditions prescribed in the Section 135 of the Companies Act, 2013, which mandates the Company to constitute a Corporate Social Responsibility Committee are not applicable to our Company.

14. APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPS):

Details of directors seeking appointment/re-appointment at the forthcoming Annual General Meeting as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Notice conveying the Annual General Meeting and forms the part of this Annual Report.

15. MEETING OF THE BOARD AND DIRECTORS' DETAILS:

During the year under review, the board of directors met 09 (Nine) times i. e. on 21^st April 2022, 04^th May 2022, 23^rd May 2022, 12^th August 2022, 18^th August 2022, 07^th October 2022, 12^th October 2022, 09^th November 2022 and 10^th February 2023.

Directors' attendance in Board Meetings held during the financial year and last Annual General Meeting are as under.

16. DETAILS OF THE COMMITTEES:Audit committee:

The Audit Committee is constituted in accordance with the provisions of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Act. The Company has in place a qualified and independent Audit Committee. The role of the Audit Committee includes the powers as stipulated in LODR read with Section 177 of the Act.

During the year under review, audit committee met 5 (Five) times. Details of composition, committee meetings and attendance of members are as follows:

Stakeholders Relationship Committee:

The Stakeholder Relationship Committee is constituted in accordance with the provisions of Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Act. The role of the Stakeholders Relationship Committee includes the powers as stipulated in LODR read with Section 178 of the Act.

During the year under review, audit committee met 4 (Four) times. Details of composition, committee meetings and attendance of members are as follows:

Nomination and remuneration committee:

The Nomination and Remuneration Committee is constituted in compliance with the requirements under Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Act.

During the year under review, Nomination and Remuneration committee met 01 (One) times. Details of composition, committee meetings and attendance of members are as follows:

17. REMUNERATION TO DIRECTORS:

The Board of Directors of the Company shall decide the remuneration of Directors on the basis of recommendation from Nomination and Remuneration Committee subject to the overall limits provided under the Act and rules made thereunder, including any amendments, modifications and re-enactments thereto and compliance of related provisions provided therein.

Details of remuneration paid to directors in FY 2022-2023:

18. DECLARATION BY INDEPENDENT DIRECTORS:

The company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under section 149 (7) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

19. STATUTORY AUDITOR:

M/s. Rawka & Associates, Chartered Accountants (FRN: 021606C) were appointed as Statutory Auditors of the Company for the financial year 2022-2023. The Board hereby proposes appointment of M/s. Rawka & Associates for their 2^nd term of office for the period of 04 (Four) years beginning from the conclusion of ensuing AGM till the conclusion of AGM to be held in the year 2027. The Board has received consent from M/s. Rawka & Associates in this regard.

Resolution for appointment of M/s. Rawka & Associates has been placed before the member for their approval and forms a part of Notice annexed with Annual Report.

20. STATUTORY AUDITORS REPORT:

The Auditors' Report does not contain any qualification, reservation or adverse remark and the Notes on financial statement referred to in the Auditors' Report are selfexplanatory and do not call for any further comments.

21. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Heena Gulrajani & Associates, Practicing Company Secretary (COP No.: 25423), as its Secretarial Auditors to undertake the Secretarial Audit of the Company for the year ended 31^st March 2023.

22. SECRETARIAL AUDIT REPORT:

The secretarial audit report issued by M/s. Heena Gulrajani & Associates is annexed herewith as "Annexure - 4".

23. SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India and approved by the Central Government.

24. INTERNAL AUDITOR:

M/s. K S G C & Associates, Chartered Accountants were appointed as Internal Auditors for FY 2022-23.

25. COST RECORDS AND COST AUDITORS:

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the Company.

26. DEPOSITS:

The Company has neither invited nor accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 from the public during the year ended 31^st March 2023. There were no unclaimed or unpaid deposits as on 31^st March 2023.

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(2) of the Companies Act, 2013 read with Rules 5(2) and 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there were no employees drawing remuneration in excess of the limits set out in the said rules.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to the report as "Annexure - 5".

28. EXTRACT OF ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed to the report as "Annexure - 6".

29. INTERNAL FINANCIAL CONTROL:

The Board of Directors confirms that your company has laid down set of standard processes and structure which enables to implement internal financial controls across the organization with reference to Financial Statements and that such control is adequate and are operating effectively. During the year under review, no material or serious observation has been observed for inefficiently or inadequacy of such controls.

30. ENVIRONMENT, HEALTH & SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations and committed to health and safety of its employees, contractors and visitors. The Company is conducting operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

31. 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.

32. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

As per the provisions of Section 177 of the Companies Act, 2013 read with regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a vigil mechanism has been implemented through the adoption of Whistle blower Policy with an objective to enable any employees or director, raise genuine concern or report that may constitute: Instances of corporate fraud; unethical conduct; a violation of Central or State laws, rules, regulations and/or any other regulatory or judicial directives. It also provides safeguards against victimization of employees who avail the mechanism and allows direct access to the chairman of the Audit Committee.

33. MEANS OF COMMUNICATION:

We believe that all stakeholders should have access to complete information regarding its position to enable them to accurately assess its future potential. Website of the Company serves as a key awareness facility for its entire stakeholder, allowing them to access information at their convenience.

Quarterly, half-yearly and annual financial results of the Company were published in leading English and vernacular language newspaper which are national and local dailies respectively. The financial and other information are filed by the Company on Corporate Filing platforms of BSE Limited.

34. GENERAL SHAREHOLDERS INFORMATION:

Details of last 03 (Three) Annual General Meetings held are as follows:

Postal Ballot:

During the year under review, no resolution has been passed through postal ballot.

35. ACKNOWLEDGEMENT:

The Board of Directors acknowledges and places on record their sincere appreciation to all stakeholders, customers, vendors, banks, Central and State Governments and all other individual directly or indirectly associated with the Company for their continued cooperation and excellent support received from them.

The Board also wishes to place on record its appreciation to the esteemed investors for showing their confidence and faith in the management of the Company. Your directors recognise and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to promote its development.