Your Directors are pleased to present the Thirty Ninth (39th] Annual Report together with the Audited
Financial Statements of the Company for the Financial Year ended March 31, 2024.

(Rs. in Lakhs)

COMPANY PERFORMANCE

Your Company has prepared the Financial Statements for the financial year ended March 31, 2024 under
Sections 129, 133 and Schedule II to the Companies Act, 2013 read with the Companies (Indian
Accounting Standards] Rules, 2015, as amended by the Companies (Indian Accounting Standards]
(Amendment] Rules, 2016.

The Company's total income during the year stood at Rs. 138.53 Lakhs, as compared to Rs. 154.44 Lakhs
in the previous year. The Company's profit before tax is Rs. 1.07 Lakhs during the year, as compared to
Rs. 0.91 Lakhs in the previous year. The Company earned a net profit of Rs. 0.82 Lakhs, as against a net
profit of Rs. 0.68 Lakhs in the previous year.

DIVIDEND

In order to maintain a healthy capital adequacy ratio to support long term growth of Company, Directors
has not recommended any Dividend for the Financial Year 2023-24.

AMOUNTS PROPOSED TO CARRY TO THE RESERVES

The Company has not transferred any amount out of the profit earned to reserve account during the year
under review. The entire profit earned during the year under review is being carried forward under
Profit & Loss Account.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END
OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments, affecting the financial position of the company
which have occurred between the end of the financial year of the company to which the financial year
relate and the date of this report.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant material orders passed by the Regulators or Courts or T ribunals impacting the
going concern status of the Company and its operations in future.

RISK MANAGEMENT ANDADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company's Internal Control Systems are commensurate with the nature, size and complexity of its
business and ensure proper safeguarding of assets, maintaining proper accounting record and providing
reliable financial information. Your Company's Internal Control ensures that all assets of the Company
are safeguarded and protected, proper prevention and detection of frauds and errors and all transactions
are authorized, recorded and reported appropriately.

Your Company has an adequate system of internal financial controls commensurate with its size and
scale of operations, procedures and policies, ensuring orderly and efficient conduct of its business,
including adherence to the Company's policies, safeguarding of its assets, prevention and detection of
frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable
financial information.

Such practice provides reasonable assurance that transactions are recorded as necessary to permit
preparation of Financial Statements in accordance with the applicable legislations. Your Company also
monitors through its Internal Audit Team the requirements of processes in order to prevent or timely
detect unauthorized acquisition, use or disposition of the Company's Assets which could have a material
effect on the Financial Statements of the Company. The Internal Audit function is responsible to assist
the Audit Committee on an independent basis with a complete review of the risk assessments and
associated management action plans.

During the year under review, the Internal Financial Control Audit was carried out by the Statutory
Auditors, the Report of which is forming part of this Annual Report.

DEPOSITS

During the year under review, the Company has not accepted any deposit within the meaning of Section
73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits] Rules, 2014.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Rules framed there under M/s
Acharyya Swapan & Co., Chartered Accountant, (Firm Registration No. 325797E] Statutory Auditors of
the Company, holds office till the conclusion of the ensuing Annual General Meeting and being eligible
offer themselves for re-appointment till the conclusion of 40^thAnnual General Meeting. Further, they have
confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed
limits under the Act and that they are not disqualified for re-appointment.

Accordingly, the Board recommends the resolution in relation to appointment of Statutory Auditors, for
the approval by the shareholders of the Company.

There is no audit qualification for the year under review.

SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and
Remuneration of Managerial Personnel] Rules, 2014 the Company had appointed M/s. K Bothra &
Associates, Practicing Company Secretary (Certificate of Practice No. 15159], as the Secretarial Auditor.

The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith as
[Annexure-A] to this report.

DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES

As on March 31, 2024 the Company does not have any Subsidiary/Joint Venture/ Associate Companies
as per the provisions of the Companies Act, 2013.

SHARE CAPITAL

The Authorised Share Capital of your Company stands at Rs. 31,00,00,000/- divided into 3,10,00,000
Equity shares of Rs. 10/- each. At present the Issued, Subscribed and Paid Up Share Capital of the
Company is Rs. 30,00,13,000/- divided into 3,00,01,300 Equity Shares of Rs. 10/- each. During the year
under review, the Company has not issued any shares.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

a) Particulars of Conservation of Energy, Technology Absorption

The Provisions of Section 134(m) of the Act relating to conservation of energy and technology absorption
do not apply to this Company as the Company has not carried out any manufacturing activities.

b) Foreign Exchange Earnings and Outgo

During the year under review there was no foreign exchange outgo nor was any foreign exchange earned.
DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has a duly constituted Board of Directors which is in compliance with the requirements of
the Companies Act, 2013, schedules thereto and rules framed there under and also in terms of the
provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements] Regulations, 2015 and provisions of the Articles of Association of the Company.

a) Declaration by Independent Directors

All the Independent Directors have given a declaration that they meet the criteria of Independence as
laid down under Section 149(6] of the Companies Act, 2013 read with the rules made there under and as
per Securities and Exchange Board of India(Listing Obligations & Disclosure Requirements] Regulations,

2015. In the opinion of the Board, they fulfil the conditions of Independence as specified in the Act and
the rules made there under.

b) Non-Independent Director

A brief profile of the above Director seeking appointment/re-appointment required as per Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015 will be
provided in the Notice of Annual General Meeting of the Company. None of the Directors of the Company
are disqualified for being appointed as Directors, as specified in Section 164 (2] of the Companies Act,
2013 and rule 14(1] of the Companies (Appointment and Qualification of Directors] Rules, 2014

c) Familiarisation Programme

The Independent Directors are familiarised with the Company, their roles, rights, responsibilities in the
Company, nature of the industry in which the Company operates, business model of the Company, etc.
On appointment, the Independent Director is issued a Letter of Appointment setting out in detail, the
terms of appointment, duties, responsibilities and expected time commitments. The Director is also
explained in detail the various compliances required from him/her as a Director under the various
provisions of the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements] Regulations, 2015.

d) Changes in Directorship/Key Managerial Personnel during the year

Mr. Biswajit Das (PAN: AVYPD0691B] was appointed as Company Secretary of the Company with effect
from April 1, 2023.

Mr. Tapas Chowdhury (DIN: 00398298] was appointed as a Non-Executive Independent Director of the
Company with effect from January 04, 2024.

The Board places on record their sincere appreciation and gratitude for the assistance and guidance
provided by them during their tenure as Directors of the Company.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

Your Company understands the requirements of an effective Board Evaluation process and accordingly
conducts a Performance Evaluation every year in respect of the following:

i. Board of Directors as a whole;

ii. Committees of the Board of Directors;

iii. Individual Directors including the Chairman of the Board of the Directors.

In compliance with the requirements of the provisions of Section 178 of the Companies Act, 2013, the
Listing Regulations and the Guidance Note on Board Evaluation issued by SEBI in January 2017, your
Company has carried out a Performance Evaluation for the Board / Committees of the Board / Individual
Directors including the Chairman of the Board of Directors for the financial year ended March 31, 2024.
The key objectives of conducting the Board Evaluation were to ensure that the Board and various
Committees of the Board have appropriate composition of Directors and they have been functioning
collectively to achieve common business goals of your Company. Similarly, the key objective of
conducting performance evaluation of the Directors through individual assessment and peer assessment
was to ascertain if the Directors actively participate in Board Meetings and contribute to achieve the
common business goal of the Company.

The Directors carry out the aforesaid Performance Evaluation in a confidential manner and provided
their feedback. Duly completed feedback were sent to the Chairman of the Board and the Chairman /
Chairperson of the respective Committees of the Board for their consideration. The Performance
Evaluation feedback of the Chairman was sent to the Chairperson of the Nomination and Remuneration
Committee.

The Nomination and Remuneration Committee forwarded their recommendation based on such
Performance Evaluation to the Board of Directors. All the criteria of Evaluation as envisaged in the SEBI
Circular on 'Guidance Note on Board Evaluation' had been adhered to by your Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

A total of Six (6] Meetings of the Board of Directors of your Company were held during the year under
review. The maximum interval between two meetings did not exceed 120 days, as prescribed in the
Companies Act, 2013, and in the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements] Regulations, 2015. Details of all Board/Committee Meetings are given in the
Corporate Governance Report.

COMMITTEES OF THE BOARD

The Company has constituted/re-constituted various Board level committees in accordance with the
requirements of Companies Act, 2013. Details of all the Committees along with composition and meetings
held during the year under review are provided in the Corporate Governance Report.

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished in the Corporate
Governance Report. There have been no instances where the Board has not accepted the
recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The composition and terms of reference of the Nomination and Remuneration Committee has been
furnished in the Corporate Governance Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition and terms of reference of the Stakeholders Relationship Committee has been furnished
in the Corporate Governance Report.

DIRECTORS APPOINTMENT AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of
Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down
criteria for selection and appointment of Board Members. The details of this policy are explained and
annexed as [Annexure- B] and forms an integral part of this Report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

Your Company has formulated a codified Whistle Blower Policy incorporating the provisions relating to
Vigil Mechanism in terms of Section 177 of the Companies Act, 2013 and Regulation 22 of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015, in order
to encourage Directors and Employees of your Company to escalate to the level of the Audit Committee
any issue of concerns impacting and compromising with the interest of your Company and its
stakeholders in any way. Your Company is committed to adhere to highest possible standards of ethical,
moral and legal business conduct and to open communication and to provide necessary safeguards for
protection of employees from reprisals or victimisation, for whistle blowing in good faith.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere
irrespective of gender, caste, creed or social class of the employees. Your Company in its endeavour to
provide a safe and healthy work environment for all its employees has developed a policy to ensure zero
tolerance towards verbal, physical, psychological conduct of a sexual nature by any employee or
stakeholder that directly or indirectly harasses, disrupts or interferes with another employee's work
performance or creates an intimidating, offensive or hostile environment such that each employee can
realize his / her maximum potential.

Your Company has put in place a 'Policy on Prevention of Sexual Harassment' as per The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013. The Policy is
meant to sensitize the employees about their fundamental right to have safe and healthy environment at
workplace. As per the Policy, any employee may report his / her complaint to the Audit Committee and
to the Board of Directors of the Company.

Your Company affirms that during the year under review adequate access was provided to complainant,
if any, who wished to register a complaint under the policy.

During the year, your Company has not received any complaint on sexual harassment.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any Guarantees or Investments or provided security in terms of Section 186
of the Companies Act, 2013 during the year under review, however the company has given loan to the
parties & has complied with the provision of section 186 of the Companies Act, 2013. Details of such
Loans forms part of the notes to the Financial Statements provided in this Annual Report.

RELATED PARTY TRANSACTIONS

During the financial year ended March 31, 2024 the company has not entered into any related party
transactions.

CORPORATE GOVERNANCE REPORT

Your Company has always practised sound corporate governance and takes necessary actions at
appropriate times for enhancing and meeting stakeholders' expectations while continuing to comply
with the mandatory provisions of Corporate Governance.

As per Regulation 34(3] read with Schedule V of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements] Regulations, 2015 a separate section on corporate governance
practices followed by the Company, together with a certificate confirming compliance is given as
[Annexure-C] and forms an integral part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations,
2015 is provided in a separate section as [Annexure-D] and forms an integral part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5] of the Companies Act, 2013 (including any statutory modification(s) or re¬
enactments) for the time being in force], the Directors of your Company confirm that:

i. in the preparation of the Annual Accounts for the financial year ended March 31, 2024, the applicable
Accounting Standards and Schedule III of the Companies Act, 2013 (including any statutory
modification(s] or re-enactment(s] for the time being in force], have been followed and there are no
material departures from the same;

ii. 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 March 31, 2024 and of the profit & loss of the Company for the Financial
Year March 31, 2024;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 (including any statutory
modification(s] or re-enactment(s] for the time being in force] for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a 'going concern' basis;

v. proper internal financial controls laid down by the Directors were followed by your Company and that
such internal financial controls are adequate and operating effectively; and

vi. proper systems to ensure compliance with the provisions of all applicable laws were in place and that
such systems were adequate and operating effectively.

CAUTIONARY STATEMENT

Statements in this Directors' Report and Management Discussion and Analysis Report describing the
Company's objectives, projections, estimates, expectations or predictions may be “forward-looking
statements” within the meaning of applicable securities laws and regulations. Actual results could differ
materially from those expressed or implied. Important factors that could make difference to the
Company's operations include changes in Government regulations, Tax regimes, economic developments
in India and other ancillary factor.

APPRECIATION

Your directors wish to place on record their appreciation, for the contribution made by the employees at
all levels but for whose hard work, and support, your Company's achievements would not have been
possible. Your directors also wish to thank its customers, dealers, agents, suppliers, investors and
bankers for their continued support and faith reposed in the Company.

For and on behalf of Board of Directors
Mohan Kha Nitesh Singh

Place: Kolkata Whole Time Director Director

Date: 09/09/2024 DIN: 00398157 DIN: 08751700