The Board of Directors is delighted to present the 22^nd Annual Report on the business and operations of Jungle Camps India Limited (Formerly Known as Pench Jungle Resorts Private Limited) ("the Company") along with the summary of standalone and consolidated financial statements for the year ended March 31, 2024

1. Company Specific Information

1.1. Financial Summary and Highlights

The Company sustained a good performance during the FY 2023-24. The key highlights of the financial performance, as stated in the audited financial statements, along with the corresponding performance for the previous year are as under.

Financial Results (Amount R; in Thousands, unless otherwise stated)

Financial Highlights ' ---—

Standalone

Hn ^fina"^{Clal year 23-24 under review}'^{the revenue} fr™ Operations of the company was Rs.

80,255.22 (in thousands) as against Rs. 70,276.83 (in thousands) in the previous year and the net profit

after tax was Rs. 18,214.02 (in thousands) as compared to profit Rs. 3,454.06 (in thousands) in the previous financial year 22-23.

Consolidated

The consolidated revenue from Operations for the FY 2023-24 was Rs. 174,882.33 (in thousands) as against Rs. 111,026.16 (in thousands) in previous year. The net profit after tax for the FY 2023-24 was Rs. 35915.84 (in thousands), as against Rs. 4,485.74 (in thousands) in the previous year.

Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company and its subsidiaries, associates and joint ventures, prepared in accordance with the relevant Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, forms part of this Annual Report.

1.2. Dividend

Your director has assessed the ongoing financial condition of company or keeping the growth prospect

of the business, board has decided not to recommend any dividend for period under review and internal accrual will be part of retained earnings.

1.3. Transfer to Reserve

The Board has proposed to transfer Rs.18,214.02 thousand to General Reserve from the Profit and Loss account during the period under review.

1.4. Major Events Occurred During the Year

1. State of Company Affairs & Change in Business

Following key changes were made during the financial year ended March 31^st, 2024:

1.1. New Identity- Change in the name of the Company

We have received approval from the Central Government for changing name of our flagship company from 'Pench Jungle Resorts Private Limited' to ‘Jungle Camps India Private Limited'.

The Company has changed its name from "Pench Jungle Resorts Private Limited" to "jungle amps India Private Limited" pursuant to the special resolution passed by the shareholders of the Company through Extra-Ordinary General Meeting held on January 2"“, 2024 The change in

na me was approved by the Registrar of Companies, by issuing a new Certificate of Incorporation dated February 15^th 2024.

The Company is well known in the industry and as such adopting the Company name Jungle Camps India Pvt Limited will entail the following benefits:

• Ensure uniformity and consistency

• Helps in unique and distinctive brand identity

• Increases association amongst internal stakeholder

• Unifying services and legal entity brand will further strengthen the brand

1.2. Change in the Registered Office address

The Company has changed its registered office address from C-5/14, Lower Ground Floor Vasant Kunj, New Delhi -110070 to 221-222/9,2- Floor SOM Dutt Chamber-,I, Bhikaji Place New

Delhi 110066 pursuant to the approval of Board of Directors of the Company through Board Meeting held on March 1^st, 2024.

1.3. Dematerialisation Of Shares

Pursuant to Rule 9A (Issue of Securities in Dematerialisation form by Unlisted Public Company)

of of the Companies (Prospectus and Allotment of Securities) Rules, 2014, the securities of the Company shall be dealt in Demat form only.

The company has engaged the services of RMC Share Registry (P) Limited as the Registrar & Transfer Agent (RTA) for the Depository, under terms and conditions approved in the Board meeting held on 1st June 2024. The ISIN allotted to the company is INE0WCH01015, with activation date of 14^th May 2024.

Subsequently, In the Board Meeting dated 12^th June, 2024, the Board applied to change the RTA from RMC Share Registry (P) Limited to M/s Skyline Financial Services Private Limited and a

tripartite agreement was made with the new Registrar and CDSL for the dematerialization of equity shares.

The promoters have converted its equity shares from physical to dematerialised form. Members

are requested to get their shares converted in demat form through their depository participants for NSDL.

1.4. Initial Public Offer ("IPO") of Equity Shares

The Board of Directors of your company is considering an expansion and has proposed initiating the process for an Initial Public Offering ("IPO") of its equity shares during the year. As of the date of signing this Board report, the process is still ongoing. To facilitate this, the company has appointed the Merchant Banker firm "Mark Corporate Advisors Private Limited" and the Legal Advisor "White Span Advisory" during the Board meeting held on 8th March 2024.

Furthermore, on the recommendation of the Board of Directors, the members of the company have approved the issuance of fresh equity shares to the public through an Offer Document (Initial Public Offering) at the Extra-Ordinary General Meeting held on 18th July 2024.

1.5. Conversion of Company from Private limited to Public Limited

To facilitate its planned listing on the SME platform, the Company sought to convert from a private limited company to a public limited company. Shareholders approved this transition through a special resolution at the Extra-Ordinary General Meeting held on April 23^rd, 2024. Following this approval, the Registrar of Companies issued a new Certificate of Incorporation on June 13^th, 2024, officially renaming the Company to "Jungle Camps India Limited."

2. Change in the nature of business

There was no change in the nature of business during the financial year 2023-24.

3. Material changes and commitments, if any, affecting the financial position of the company, having

occurred since the end of the Year and till the date of the Report

> The Board of Directors of the Company has approved various credit facilities from HDFC Bank Limited through a board resolution dated July 8, 2024, amounting to Rs. 16,50,00,000 (Rupees Sixteen Crore Fifty Lakhs Only), in accordance with the terms and conditions specified in the sanction letter dated May 31, 2024.

> The Company has deposited the property deeds of its immovable properties with the intention of creating securities in favor of the Bank. Property Address: Resort Commercial Property located at Pench Jungle Camp, covering an area of 8.7 acres, Village Awarghani, Post Turia, Tehsil Kurai, District Seoni, Madhya Pradesh - 480661.

> Madhuavn Hospitality Private Limited, the wholly owned subsidiary of the Company, has availed credit facilities from HDFC Bank Limited amounting to Rs. 22,50,00,000 (Rupees Twenty-Two Crores Fifty Lakhs Only). This was done with the approval of the Board of Directors and in accordance with the terms and conditions outlined in the sanction letter dated May 31, 2024.

The Company has provided a corporate guarantee for these credit facilities to HDFC Bank Limited on behalf of its wholly owned subsidiary.

Apart from the transactions mentioned above, there have been no material changes since the end of the year up to the date of this report, except for the issuance of fresh shares as detailed herein.

Cspitsl and Dobt Structure ..........................

Change in the authorized, issued, subscribed and paid-up share capital

> Authorized Capital

During the period under review the company has increase its authorized capital from

v Rs. 3,00,00,000/- to Rs. 5,00,00,000/- vide special resolution passed by the members in the EGM held on 26^th February 2024;

v Rs. 5,00,00,000/- to Rs. 10,00,00,000/- vide special resolution passed by the members in the EGM held on 14^th March 2024; and

v Rs. 10,00,00,000/- to Rs. 20,00,00,000/- vide special resolution passed by the members in the EGM held on 27^th May 2024.

> Issue of shares or other convertible securities

During the year the Company has issued equity shares:

> Issuance Of Equity Shares with Differential Rights as To Dividend, Voting Or Otherwise.

As on March 31^st, 2024, the Company has no equity shares with differential rights as to dividend voting right or otherwise.

3. Investor Education and Protection Fund (IEPF) .

Pursuant to the provision of Section 124(2) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company is not required

to transfer any amount on account of unclaimed dividend or any related equity shares to Investor Education and Protection Fund.

4. Management | ..................|......|)..............|...............|....................DM........HI................WM......Ý....................m.......Ý..........m.....-.........i

.................................... ........................ ........................

4-1. Directors and Key Managerial Personnel

As on March 31^st, 2024, there were four Directors on the Board of your Company, consisting of:

i. Names of persons who have been appointed/ ceased to be the directors during the Financial Year 2023-24:

> Mr. Gajendra Singh (00372112) was appointed as Additional Director of the Company by the Board of Directors with effect from February 1^st 2024.

ii. Names of persons who have been appointed/ceased to be the directors after the end of the Financial Year 2023-24 and up to the date of the Board Report:

> Mr. Tarun Khanna (DIN: 02306480) was appointed as the Independent Director of the Company, not liable to retire by rotation, with the approval of Shareholders of the Company in the Extra Ordinary General Meeting dated April 26^th, 2024. The term of his appointment is for five (5) years having effective from April 26^th, 2024.

Mr. Shailendra Singh (DIN: 05280501) was appointed as the Independent Director of the Company, not liable to retire by rotation, with the approval of Shareholders of the Company in the Extra Ordinary General Meeting dated April 26^th, 2024. The term of his appointment is for five (5) year having effective from April 26^th, 2024.

> Mr. Gajendra Singh (00372112) was regularized by the members of the Company in EGM held

on April 29^th, 2024, and appointed as Director and Chairman in the capacity of Non-executive Director.

> Ms. Richa was appointed as the Company Secretary of the Company by the Board of Directors on April 29^th, 2024 further she has ceased to be the Company Secretary by resigned from the said position due to unavoidable circumstances with effect from July 1^st, 2024;

> Mrs. Laxmi Rathore (DIN: 01371658) ceased to be the Director of the Company with effect from May 29^th, 2024 by way of resignation due to personal reasons.

> Board of Directors changed the designation of Mr. Ajay Singh (DIN: 09278260) form Non-Executive Director to Executive-Director and appointed him as Chief Financial Officer (CFO) and Key Managerial Personnel of the Company, liable to retire by rotation, in the Board of Meeting

held on May 25^th, 2024. His appointment is for a period of five (5) years, effective from 1^st Mav 2024.

> Ms. Maansi Khangarot (DIN: 10642949) was appointed as the Independent Director of the Company, not liable to retire by rotation with the approval of Shareholders of the Company in the Extra Ordinary General Meeting dated June 13^th 2024. The term of his appointment is for five (5) years having effective from June 13^th 2024.

> Ms. Parul Shekhawat was appointed as the Company Secretary of the Company by the Board of directors of the Company with effect from 13^th June, 2024;

> Mrs. Laxmi Rathore (DIN: 01371658) was appointed as the additional Director of the Company by the Board of Directors in the meeting dated 03^rd July 2024 and her appointment is subject to be regularized by the Members in the ensuing Annual General Meeting

> Based on the recommendation of the Board of Directors of the Company, made in its meeting held on May 25^th, 2024, the members of the Company, in its Extra-Ordinary General Meeting held on May 27^th 2024 appointed Mr. Yashovardhan Rathore as the Managing Director of the Company, with effect from 1^st May 2024

> Considering the opinions of the Merchant Banker in line with the upcoming IPO, the Board of Directors, in its meeting held on July 15^th, 2024, proposed changing the designation of Mr Yashovardhan Rathore (DIN: 07457856) from Managing Director to Whole-Time Director The members of the Company, in its Extra-Ordinary General Meeting held on shorter notice on July 15' , 2024, approved the change and appointed Mr. Yashovardhan Rathore as the Whole-Time Director of the Company for a period of five (5) years with effect from July 15^th 2024. His appointment is liable to retire by rotation.

> Based on the recommendation of the Board of Directors made in its meeting held on July 15^th 2024 and considering the vast experience of Mr. Gajendra Singh (DIN: 00372112), the members of the Company, in its Extra-Ordinary General Meeting held on the same day with shorter notice and requisite consent, changed his designation to Executive-Director and appointed him as the Managing Director of the Company for a period of five (5) years, effective from 15^th July, 2024. His appointment is liable to retire by rotation.

> Mr. Ashok Kumar Mittal (DIN: 00006712) was appointed as the Independent Director of the Company, not liable to retire by rotation, with the approval of Shareholders of the Company in the Extra Ordinary General Meeting dated July 22^nd, 2024. The term of his appointment is for five (5) years having effective from July 22^nd; 2024.

4.2. As on date of signing of this report, Composition of the Board of Directors and Key Managerial Personnel of your Company consists of:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section

149(6) of the Companies Act, 2013 and qualify to act as Independent Director of the Company confirming that:

* ^{They meet the criteria of} independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder;

* ^{ln terms of Rule 6}<¹> ^{of the} Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Director's database maintained by the Indian Institute of Corporate Affairs, Manesar;

* The Independent Directors have complied with the Code for the Independent Directors prescribed in Schedule IV to the Act;

* ^{AI1 the Directors} and Senior management personnel affirm to the compliance of Code of Conduct formulated by the Committee in the meeting dated 13^th July 2024;

* ^{None of the} Directors are disqualified under Section 164(2) of the Companies Act, 2013.

4.4.Statement Regarding Opinion of The Board with Regard to Integrity, Expertise and Experience of Independent Directors Appointed During the Year

The Board is of the opinion that all the independent directors appointed are having good integrity and possess the requisite expertise and experience (including the proficiency). Independent Directors have confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the independent directors, the Board has confirmed that they meet the criteria of independence and that they are independent of the management.

4.5. Board Meetings

v During the financial year 2023-2024, Twenty-Three (23) Board Meetings were held on 01.04.2023,

12.05.2023, 23.05.2023, 14.06.2023, 21.07.2023, 25.08.2023, 26.08.2023, 05.09.2023, 11.10.2023

26.10.2023, 11.12.2023, 19.12.2023, 06.01.2024, 01.02.2024, 08.02.2024, 16.02.2024, 22.02.2024,

01.03.2024, 08.03.2024,14.03.2024,18.03.2024, 19.03.2024 and 29.03.2024. ²

* ²_s^Mr'^{Gajendra Singh has been} appointed as an additional director of the company effective February 1^st 2024. He has also been appointed as a non-executive director (chairman) in the meeting of the members held on April 29, 2024.

4.6. Committees of the Board

During the Financial Year 2023-24, the constitution of committees pursuant to the provisions of the Companies Act, 2023, was not applicable to your Company.

However, following its transition to a public limited company effective June 13th, 2024, your Company has constituted the following committees to enable the Board to focus on specific areas and make informed decisions in line with the delegated authority:

The following Committees constituted by the Board function according to their respective roles and defined scope: ^{3 4 1}

The composition of the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

4.7. Company s Policy on Directors^/ appointment and remuneration

During the Financial Year 2023-24, the Company was a Private Limited Company and, as such, was not required to have Nomination and Remuneration Policy.

Following its conversion to Public Limited Company on June 13^th, 2024, and subsequent to the increase in paid-up capital exceeding Rupees 10 Crore on 08^th July, 2024, the Board of your Company has formulated the Nomination and Remuneration Policy. This policy aims to ensure an appropriate mix of executive, non-executive and independent directors to maintain the independence of the board.

The aforesaid policies of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, are available on the Company's website at https://iunglecampsindia.com/pdf/nomination-and-remuneration-policv.pdf.

The director confirms that:

1. In the preparation of annual accounts for the Year ended March 31^st, 2024, the applicable

accounting standards have been followed along with proper explanation relating to material departers;

2. The directors had selected such accounting policies and applied them consistently and have made judgements and estimates that are reasonable and prudent so as to give true and fair view

of the state of affairs of the Company at the end of the Financial Year March 31^st, 2024 and the Profit and loss for that period.

3. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provision of the companies act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts for the year ended March 31^st,2024 on a going concern basis.

5. 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.

6. The Company being unlisted, under sub-clause (e) of section 134(3) of the Companies Act, 2013 about laying down internal financial controls does not apply to the Company.

4.9. Internal Financial Control

The Company had laid down Internal Financial Controls and such internal financial controls are adequate with reference to the Financial Statements and were operating effectively

4.10. Frauds reported by the Auditor

During the financial year under review, the Auditors have not reported any fraud under Section 143

(12) of the Companies Act, 2013 therefore no detail is required to be disclosed pursuant to Section 134(3)(ca) of the Companies Act, 2013.

5.1. The Company has one subsidiary and two wholly owned Subsidiary Companies as on March 31-2024 as defined under Companies Act, 2013.

During the year under review:

I. Acquisition of equity shares of Versa Industries Private Limited, Subsidiary Company

On March 31^st, 2023, your Company held a 5.368% stake in Versa Industries Private Limited ('Versa').

Upon approval by the Board of Directors at its meeting on April 1^st 2023, the Company acquired a 30.461% stake of Versa from other existing shareholders. This acquisition comprised 220,797 equity shares with a face value of ^10 each, at a total consideration of T 1,81,05,354/- (Rupees One Crore Eighty-One Lakh Five Thousand Three Hundred and Fifty-Four Only).

Post-acquisition, your Company held a total 35.830% stake in the Ven;a.

Divine Enterprises Private Limited, another wholly owned subsidiary of Jungle Camps India already held 14.169% stake in the Versa as on April 1* 2023. Consequently, as on April 1^st, 2023, through its direct and indirect holdings, your Company controlled a combined 50% of Versa.

Further, on December 19^th, 2023 an additional allotment of 4,000 equity shares were made to your Company by way of Private Placement. Post this allotment, your Company now holds 50.27% of the total paid-up capital of Versa. As a result, Versa Industries Private Limited has now become a

subsidiary of Jungle Camps India Limited under the provisions of Section 2(87)(ii) of the Companies Act, 2013.

II. Acquisition of equity shares of Divine Enterprises Private Limited, Wholly- Owned Subsidiary

As of March 31^st, 2023, Divine Enterprises Private Limited ('Divine') was a subsidiary of your Company, with 82.01% stake held by Jungle Camps India.

Upon approval by the Board of Directors at its meeting on April 1^st 2023, the Company acquired the remaining 18% stake of Divine from other existing shareholders. This acquisition involved 4,48,500 equity shares with a face value of ^10 each, at a total consideration of ^ 98,67,000/- (Rupees Ninety-Eight Lakh Sixty-Seven Thousand Only).

With this acquisition, M/s Divine Enterprises Pvt Ltd has now become a wholly-owned subsidiary of M/s Jungle Camps India Limited under the provisions of Section 2(87)(ii) of the Companies Act, 2013.

The Company has formed a wholly owned subsidiary (WOS) SPV on November 23^rd,2023, namely Madhuvan Hospitality Private Limited ('Madhuvan').

In the Board Meeting held on December 19^th, 2023, the Board of Directors approved to invest the funds of the Company ^99,990/- (Rupees Ninety-Nine Thousand Nine-Hundred and Ninety Only) in the equity shares of Madhuvan, thereby acquiring 99.99% in the said SPV making it a wholly owned subsidiary of your Company under the provisions of Section 2(87)(ii) of the Companies Act, 2013 Ltd.

Further, on March 22"“, 2024, the said SPV allotted Right issue to your Company raising its investment in the WOS to * 85,00,000/- (Rupees Eighty-Five Lakhs Only). Your Company holds 8,59,999 equity shares in Madhuvan Hospitality Private Limited as on March 31^st, 2024.

5.2. Report on performance and financial position of the subsidiaries, associates and joint ventures

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries, joint ventures and associates in Form AOC-1 is attached as Annexure-I of this report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at https://iunglecampsindia.com/investor.html

6. Deposits .....j| ................ |.......| ........|................[......................................33...................Ý.............S...........................R..................|............................

6.1. The Company has not accepted any deposits during the Financial Year 2023-24 covered under Chapter V of the Companies Act, 2013, i.e. within the meaning of Section 2(31) of the Companies Act, 2013 read with Rule 2(l)(c) of the Companies (Acceptance of Deposits) Rules, 2014 and as such there are no such overdue deposits outstanding as on March 31^st, 2024.

6.2. Borrowings From Directors & Their Relatives

Pursuant to Rule 2(l)(c) of Companies (Acceptance of Deposits) Rules, 2014, it is stated that during the financial year under review, the Company had taken a loan from director in compliance of the

Provisions of the Act. The details are provided in the Note No. 3 to the Standalone Financial Statements.

7. Particulars Of Loan(S), Guarantee(S) Or Investment(S) Under Section 186

Particulars of loans, guarantees and investments made by the Company required under section 186(4) of the Act are contained in Note No. 12 to the Standalone Financial Statements.

All Related Party Transactions (RPT) that were entered into by the Company during the financial year under review were on an arm's length basis and in the ordinary course of business. During the year under review

the Company has entered into related party transactions details of the same are stated in Form AOC-2 in Annexure- II of this report.

All the related party transactions were entered on arms' length basis and were in the ordinary course of

business. Further, the transactions with related parties were in compliance with applicable provisions of the Act.

Further, the details of the transactions with Related Parties are provided in Note No. 26.27 to the standalone financial statement.

j9. Corporate Social Responsibility ....................................... ..........wm wm........m

The provisions of Section 135 of the Companies Act,2013 corporate social responsibility are not applicable to the Company.

¹⁰- Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

The Company is not engaged in any activity where conservation of energy and technology absorption is required. Further, during the year there were no foreign exchange earnings or outgo. Hence the details

required under Section 134(3) (m) of the Companies Act 2013 read with rule 8(3) Companies (Accounts) Rule, 2014 are not given.

11. Risk Management I ..................—......._m........_m

The phenomenon of Risk Management is an integral part of the company. All the foreseeable risk that might threaten the Company are frequently reviewed by the Board of Directors.

12. Details Of Establishment of Vigil Mechanism.........................................................g|................^:.......|....................................

During the period ended March, 2024 the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 are not applicable to the Company. Hence, the Company was not required to establish a vigil mechanism for its directors and employees. However, the Company has provided a platform to its employees and directors to report their genuine concerns or grievances and aims to safeguard against the victimization of employees and directors.

Consequent to its conversion to a public limited company with effect from June 13^th, 2024, the Company has formulated the Board of Directors have formulated Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and adopted the same on 13^th July, 2024.

The Company has taken a special attention and greater emphasis on whistle blower activities where initiatives such as campaigns, posters at prominent locations, awareness sessions etc. were taken to

encourage the employees to speak-up about any wrong doing activities and bring the same to the notice of the Management through whistle blower activities.

The complaints under whistle blower are processed by Vigilance Officer to assure collection of accurate information and protection of the information confidentiality along with. In exceptional cases, the whistle blower shall also have access to Chairman of Audit Committee. The reportable matters are disclosed to Audit Committee. No personnel have been denied access to the Audit Committee. The policy can be accessed at

MtBs;//junglec_ampsindia.com/pdf/details-of-establishment-of-vigil-_mechankm-whktlc-h|₀we_r-nnlirv nHf

H Significant And Material Orders ............ .....g?...........ggg........................|........“.....||.....——yffm..........-..........-............-............._:

There were no significant material orders passed by any Regulators/Courts that would impact the going concern status of the Company and its future operations.

Your Company has complied with all the Acts, Rules, Regulations and Guidelines issued/prescribed by the Ministry of Corporate Affairs and other statutory authorities.

: 14. Statutory Auditors & their Report H ...............................wm®........... ......................................Ý

Pursuant to the provisions of Section 139 of the Companies Act, 2013 ('the Act'), read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company at their Extra Ordinary General Meeting held on 14^th Day of March 2024, approved the appointment of M/s. R.A. Kila & Co, Chartered Accountants (FRN

003775N) as the Statutory Auditors of the Company for the financial year 2023-2024 to fill the casual vacancy to the resignation of M/s, Gopi Aggarwal & Co.

M/s. R.A. Kila & Co, Chartered Accountants, Statutory Auditors, have issued the following Audit reports, which forms part of the Annual Report:

• The Audit reports dated 25.05.2024, on the Company's standalone financial statement for the Financial Year 2023-24; and

• The Audit reports dated 10.07.2024, on the Company's consolidated financial statement for the Financial Year 2023-24;

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report on Standalone and Consolidated financial statements does not contain any qualification, reservation or adverse remark. The Auditor's Report on Standalone and Consolidated financial statements are enclosed with their Financial Statements in this Annual Report. During the financial year, there have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of Companies Act, 2013 read with rules framed thereunder, either to the Company or to the Central Government.

15. Secretarial Auditor I M.......ÝÝÝÝH Ý........—....._T^,.,,„.,„„..... ......

The Company is an unlisted entity and does not attract the provisions of Secretarial Audit as per Section 204 of the Companies Act, 2013.

16. Explanations In Response to Auditors' Qualifications

The Auditors' Report for the financial year ended March 31", 2024 does not contain any qualification reservation, or adverse remark. The report of the Statutory Auditors along with Notes to Schedules are enclosed to this Report. The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments or explanation.

17. Compliance With Secretarial Standards

........................................................................................................................................................................................................................................................

During the year, the Company is in compliance with both revised Secretarial Standard -1 (Meeting of Board

of Directors) and Secretarial Standard-2 (General Meeting).

18. Cost Auditor " ' „

The Company was not required to appoint Cost Auditor pursuant to Section 148 of the Companies Act, 2013.

19. Details Of Application Made or Any Proceeding Pending Under the Insolvency and Bankruptcy Code, ²⁰¹⁶ During the Year along with Their Status As At The End Of The Financial Year

No application has been filed for the corporate insolvency resolution process, by a financial or operational

creditor against or by the Company itself under Section 10 of the Insolvency and Bankruptcy Code 2016 before the NCLT.

|Z0. Disclosures Pertaining to The Sexual Harassment of Women at the Workplace (Prevention, Proh ibition and Redressal} Act, 2013

20.1. The Company is committed to provide safe and conducive work environment to its employees. Your Company remains deeply committed to the development of a truly diverse, inclusive and engaged organization and this reflects in all Company policies.

The Company has in place a robust policy and framework for prevention of sexual harassment at workplace. The policy is formulated for the purpose of prevention, prohibition and redressal mechanisms of any wrongs with "sexual intent" defined under sexual harassment at the workplace and Principle of Natural Justice. There is an Internal Committee which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. The Company has complied with provisions relating to the constitution of Internal

-------"" J -O'> If-'JII luia.LUl I I

Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

20.2. The details of number of cases filed and disposed as required under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 are as follows:

21. Annual Return: ........................................................................................ .........................j......—.................-.............................. ......

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company is available on the Company's website and can be accessed https://iun_g|ecam₀sindia mm/Hkrln_g„_rOc-..^„. regulation-46-and-62-of-lodr.html#. In term of Rule 11 and 12 of the Companies (Management and

Administration) Rules, 2014, the Annual Return will be filed with the Registrar of Companies within prescribed timeliness.

22. 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

During the financial year under review, disclosure with respect to 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, is not applicable.

ACKf^WL£DGEMENTS — ......... jR --------------------—------------------,.....

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. The Board acknowledges with gratitude the co-operation and assistance provided to your company by the Government as well as Non-Government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the company during the year under review.

We would also like to express our gratitude to our investors for their unwavering confidence in our vision. Your financial backing and strategic guidance have propelled our growth and enabled us to pursue innovation and expansion. Your belief in our potential has been instrumental in transforming our ideas into reality, and we remain committed to delivering sustainable returns on your investment.

To our esteemed Stakeholders, we extend our sincere appreciation for your collective efforts, dedication, and belief in our organization have been the cornerstone of our achievements. We cherish the relationships we have built, and we are committed to fostering open communication, transparency, and collaboration as we move forward. Your directors give their sincere gratitude to the customers, clients, vendors and other business associates for their continued support to the Company.

1

Stakeholder Relationship Committee

2

The intervening gap between any two meetings did not exceed the time prescribed under Companies Act, 2013.

3

Audit Committee

4

Nomination and Remuneration Committee