Your directors have pleasure in presenting their Board Report of the company together with the
Audited Financial Statements for the Financial Year ended March 31, 2024.

1. Financial Highlights and State of Company's Affairs

The Company is domiciled in India and was incorporated under the provisions of the Companies
Act, 1956. Following is the summary of its financial performance-

During the year under review, the overall performance of the company was steady and
satisfactory.

2. Change in the Nature of Business

During the year, there was no change in the nature of business of the company.

3. Material Changes and Commitments during the Year

No material changes and commitments have occurred between the end of the financial year to
which the financial statements relate and the date of this Report, which affect the financial
position of your company.

4. Events subsequent to the date of Financial Statements

As on the date of this Report, your directors are not aware of any circumstances not otherwise
dealt with in this Report or in the financial statements of your Company, which would render any
amount stated in the Accounts of the Company misleading. In the opinion of the Directors, no
item, transaction or event of a material and unusual nature has arisen in the interval between the
end of the financial year and the date of this report, which would affect substantially the results,
or the operations of your Company for the financial year in respect of which this report is made.

5. Amount proposed to be transferred to Reserves

The Board of Directors of your company has decided not to transfer any amount to the Reserves
for the year under review.

6. Dividend

The Board of Directors of your company is pleased to recommend a dividend of Rs. 0.15 per equity
share of face value of Rs. 10 each (i.e. @1.5%), payable out of the profits of the company, to those
Shareholders whose names appear in the Register of Members as on the Record Date.

Additionally, as your company does not fall under the category of the top 1000 listed entities
based on market capitalization, the requirement to formulate and disclose a Dividend Distribution
Policy in accordance with Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is not applicable on the Company

7. Capital Structure

The Company has, during the year under review, neither issued any Equity shares (including
those with differential voting rights) nor any shares (including sweat equity shares) to its
employees under any scheme.

Following is the summary of capital structure-

SHARE CAPITAL AS AT 31.03.2024 (Rs.) AS AT 31.03.2023 (Rs.)

Authorized Capital: 5,50,00,000 5,50,00,000

(55,00,000 Equity Shares of Rs.10/- each)

Issued, Subscribed & Paid-up Capital: 5,17,49,000 5,17,49,000

(51,74,900 Equity Shares of Rs. 10/- each)

8. Directors and Key Managerial Personnel

Following are the changes in the Directors/ Key Managerial Personnels of the company during the
year under review-

• In terms of Section 152 of the Companies Act, 2013, Mr Akhilesh Chaturvedi (DIN:
00989785) and Ms. Srishti Chaturvedi (DIN: 08225434) will retire by rotation at the
ensuing Annual General Meeting and being eligible, have offered themselves for re¬
appointment. The Board recommends their re-appointment.

• Ms. Shivi Rastogi and Ms. Akanksha Sunny Bilaney, were appointed as Independent
Directors of the company for a second term of one year each with effect from September 26,
2023. Accordingly, considering the vacancy that will be created on completion of their term
in September, 2024, the Board at its meeting held on August 08, 2024 has approved the
appointment of Mr Kamesh Sethi (DIN: 10738694) and Ms. Prachi Mishra (DIN: 10738698),
in consultation with the Nomination and Remuneration Committee, as Additional Directors
(Non-Executive & Independent), to hold office till the conclusion of ensuing Annual General
Meeting and subject to the approval of members in the said general meeting, for
appointment as Independent Directors to hold office for a term of one year from the date of
conclusion of such general meeting.

• Resolutions seeking Members' approval for the appointment/re-appointment of Directors,
along with their brief profiles, shall be included in the Notice of the upcoming general
meeting.

9. Statement on Declaration given by Independent Directors

We have received necessary declarations regarding independence from all the Independent
Directors and the Additional Independent Directors of the company. The Independent Directors
have adhered to the Code for Independent Directors as prescribed in Schedule IV to the
Companies Act, 2013, as well as the Code of Conduct for Directors and Senior Management
Personnel formulated by the company.

10. Board Meetings

There were 4 (Four) meetings of the Board of Directors held during the Financial Year ended
March 31, 2024. These board meetings took place on 29.05.2023, 19.08.2023, 06.11.2023 and
29.02.2024 respectively.

Additionally, a separate meeting of the Independent Directors was held on 29.02.2024 without
the presence of any other director of the company.

The intervening gaps between the meetings were within the period prescribed under the
Companies Act, 2013.

11. Committees of the Board

There are three Committees of the Board- Audit Committee, Nomination and Remuneration
Committee and Stakeholders' Relationship Committee. The constitution of the Committees and
the respective changes in their composition during the year are as follows-

Audit Committee

Nomination and Remuneration Committee

During the year under review, 4 (Four) meetings of the Audit Committee, 2 (Two) meetings of the
Nomination and Remuneration Committee, and 1 (One) meeting of the Stakeholders' Relationship
Committee were held.

12. Company's Policy on Directors' Appointment and Remuneration

The company has formulated a Nomination and Remuneration policy and established a
committee within the Board called the 'Nomination and Remuneration Committee'. According to
this policy, the Committee must comprise a minimum of three non-executive directors, with a
majority of them being independent. The appointment or removal of Committee members will be
decided by the Board of Directors, and the Chairman of the Committee must be an independent
director.

The said policy is available on the company's website at
https://dapsadvertising.com/uploads/2024/05/NRC-Policy-1.1.pdf and following are its salient
features-

a) In discharging its responsibilities, the Committee must have regard to the following policy
objectives:

• to ensure that the Company's remuneration structures are equitable and aligned
with the long-term interests of the Company and its shareholders;

• to attract and retain skilled executives;

• to structure short and long-term incentives that are challenging and linked to the
creation of sustainable shareholder returns; and

• To ensure any termination benefits are justified and appropriate.

• To consider professional indemnity and liability insurance for Directors and
senior management

b) The Committee must at all times have regard to, and notify the Board as appropriate of,
all legal and regulatory requirements, including any shareholder approvals which are
necessary to obtain.

c) The remuneration / commission shall be fixed as per the slabs and conditions mentioned
in the Articles of Association of the Company and the Companies Act, 2013 and the rules
made thereunder. Overall remuneration should be reflective of the size of the Company,
complexity of the sector/ industry/ company's operations and the company's capacity to

pay the remuneration.

d) Remuneration to Non-Executive Directors (NED's):

• Independent Directors (“ID”) and Non - Executive Directors (“NED”) may be paid
sitting fees (for attending the meetings of the Board and of committees of which they
may be members). The amount of sitting fees will be as recommended by the NRC
and approved by the Board, and it may be subject to review on a periodic basis, as
required provided that the amount of such fees shall not exceed Rs. One Lakh per
meeting of the Board or Committee or such amount as may be prescribed by the
Central Government from time to time.

• Company will not pay commission to the NEDs.

• An Independent Director shall not be entitled to any stock option of the Company.

e) Remuneration to Key Managerial Personnel & other employees:

• The objective of the policy is directed towards having a compensation philosophy and
structure that will reward and retain talent.

• Remuneration to Executive Director/ Key Managerial Personnel and Senior
Management will be such as to ensure that the relationship of remuneration to
performance is clear and meets appropriate performance benchmarks and may
involve a balance between fixed and incentive pay reflecting short- and long-term
performance objectives appropriate to the working of the Company and its goals.

• While deciding the remuneration package, it shall be taken into consideration the
current employment scenario and remuneration package of the industries operating
in the similar comparable businesses in the geographical area of its operations.

13. Board Evaluation

The annual evaluation of the performance of the Board, its Committees, and individual directors
has been conducted in accordance with the Companies Act, 2013, and SEBI Listing Regulations.
The performance evaluation of Non-Executive Directors, including Independent Directors, was
carried out by the entire Board, excluding the director being evaluated, and considered various
aspects outlined in the Company's Nomination and Remuneration Policy. The Nomination and
Remuneration (NRC) Committee also evaluated the performance of each director. Both the Board
and the NRC Committee were satisfied with the performance of the directors.

The Board also assessed the performance of its Committees, concluding that their overall
performance was satisfactory. In a separate meeting of the Independent Directors, they evaluated
the performance of Non-Independent Directors and the Chairperson, finding their performance
to be satisfactory and their conduct responsible. Additionally, the Independent Directors
reviewed the performance of the Board as a whole and affirmed that the Board's structure and
competency are diverse and compliant with legal requirements.

The Board's self-evaluation highlighted ongoing and meaningful participation from members,
effectiveness in decision-making, achievement of annual operational plans, and the maintenance
of good business relations with various stakeholders. The Independent Directors also assessed
the quality, quantity, and timeliness of the information flow between the Company's Management
and the Board and expressed satisfaction with these aspects.

14. Annual Return

The copy of annual return for the F.Y. 2023-24 will be available on the company's website on the
link-https://dapsadvertising.com/investors/annual-return-u-s-92-of-the-companies-act-2013/.

Annual Returns for earlier periods can also be accessed on the above web-link.

15. Statement of deviation or variation

In accordance with Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, your company is obligated to submit to the stock exchange a half-yearly
statement detailing the utilization of funds raised through the public issue of shares, indicating
any deviations or variations from the originally stated objectives or projected utilization
mentioned in the offer document or explanatory statement for the general meeting.

In compliance with this regulation, your company has been diligently submitting half-yearly
statements to the BSE with the latest one being filed for the period ending on March 31, 2024.
These statements undergo a thorough review by the Audit Committee and are duly certified by
the statutory auditors of the company. The said statement is attached as an annexure to this
report.

16. Risk Management

The Company has adequate systems for timely identification, assessment, and prioritization of
risks and their consequent effects in terms of uncertainty on the objectives of the company. There
is proper and constant follow-up through coordinated and economical application of resources to
minimize, monitor, and control the probability and/or impact of unfortunate events and to
maximize the realization of opportunities.

17. Remuneration of Directors and Employees

As per sub-section (12) of section 197 of the Companies Act, 2013 and rule 5 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, following are the details
regarding remuneration of directors and employees of the company-

* Footnotes:

• The percentage increase in the median remuneration of employees (other than Managerial
Personnel) for the Financial Year ended 31^st March, 2024 is NIL.

• The number of permanent employees (other than Managerial Personnel) on the rolls of the
company as on 31^st March, 2024 is 9 (Nine).

• The average increase in managerial remuneration for the Financial Year ended 31^st March,
2024 is 45.45% and the average increase in the salaries of employees other than managerial
personnel for the said Financial Year is 2.27%.

• In accordance with sub-rule (2) of Rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the board's report must include a statement showing the
names of the top ten employees in terms of remuneration drawn. As the company only
employed nine employees (excluding Managerial Personnel) during the Financial Year ended
31st March, 2024, their names are- Mr Shuddhatm Chaturvedi, Mr Mohd Tahseeb, Mr Irfan
Ahmad, Mr. Gaurav Sharma, Mr. Ranjeet Singh Shakya, Ms. Pooja Kapoor, Mr. Karunesh Verma,
Mr Deepak Katiyar, Mr Pashupati Nath Agarwal.

• The remuneration stated above is in accordance with the remuneration policy of the
company.

• Remuneration to Non-Executive directors is in the nature of sitting fees as per the statutory
provisions, hence not considered for the above purposes.

Note- For the above calculations, annualized salaries have been considered for employees who were employed for only part of the

year, if any.

18. Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, it is stated that:

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

b) the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the company at the end of the financial year and of the profit and loss
of the company for that period;

c) the directors had taken proper and sufficient care for the 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;

d) the directors had prepared the annual accounts on a going concern basis;

e) 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; and

f) the internal financial controls have been laid down by the company and such financial
controls are adequate and operating effectively.

19. Compliance with Secretarial Standards

During the year, your Company has complied with applicable Secretarial Standards i.e. SS-1 and
SS-2, relating to “Meetings of the Board of Directors” and “General Meetings” respectively.

20. Internal Financial Control

Your company has adequate systems of internal control in place to safeguard and protect its assets
from loss, unauthorized use, or disposition. All transactions are properly authorized, recorded
and reported to the management. Your company diligently adheres to applicable Accounting
Standards to ensure proper maintenance of the books of accounts and accurate reporting of
financial statements. Furthermore, Internal Auditor has been appointed to conduct regular
assessments of the systems and procedures, ensuring that they are commensurate with the
specific requirements and nature of the company's business operations.

21. Statutory Auditors and the Auditors' Report

As per Section 139 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules,
2014, members of the Company in 21^st Annual General Meeting of the Company ('21^st AGM')
approved the appointment of M/s Kedia Gupta and Associates, Chartered Accountants (FRN
No.:006465C), as the Statutory Auditors of the Company for a term of five consecutive years i.e.
from the conclusion of 21^st AGM till the conclusion of 26^th AGM. The Report given by Statutory
Auditors on the Financial Statements of your Company for the financial year ended 31^st March,
2024 forms part of the Annual Report. The Notes on the Financial Statements referred to in the
Auditor's Report are self-explanatory and do not call for further explanations. The Auditor's
Report does not contain any qualification, reservation, adverse remark or disclaimer.

22. Secretarial Auditors and the Secretarial Audit Report

The Secretarial Audit has been carried out by Mr. Hemant Kumar Sajnani, proprietor of M/s.
Hemant Kumar Sajnani and Associates, Company Secretaries for the financial year ended 31^st
March 2024. The Report given by the Secretarial Auditor is annexed and forms an integral part of
this Report. The Secretarial Audit Report is self-explanatory and does not call for further
explanations. The Secretarial Audit Report does not contain any qualification, reservation,
adverse remark or disclaimer.

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s.
Hemant Kumar Sajnani and Associates, Company Secretaries (CP No. 14214) (Membership No.
FCS 7348) as the Secretarial Auditors of the Company for the financial year ending 31st March,
2024. Your Company has received their written consent and confirmation that the appointment
is in accordance with the applicable provisions of the Act and rules framed thereunder. The
Secretarial Auditors have confirmed that they are not disqualified to be appointed as the
Secretarial Auditors of the Company for the financial year ended on 31^st March, 2024.

23. Cost Records

Maintenance of cost records as specified by the Central Government under the provisions of
Section 148(1) of the Companies Act, 2013, is not applicable to the Company.

24. Frauds reported by Auditors

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors and
the Secretarial Auditors have not reported any incident of fraud to the Audit Committee or the
Board during the financial year under review.

25. Details of Establishment of Vigil Mechanism

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for directors
and employees to report concerns about unethical behavior, actual or suspected fraud, or
violations of the Company's Code of Conduct or Ethics Policy. This policy also allows for reporting
of genuine concerns or grievances, including instances of leaks or suspected leaks of unpublished
price-sensitive information pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015.
You can access the Company's Whistleblower Policy at-
https://dapsadvertising.com/uploads/2023/05/Vigil Mechanism Whistler Blower Policy.pdf.

26. Subsidiaries, loint Ventures or Associate Companies

During the year under review, the Company did not have any subsidiaries, joint ventures, or
associates.

27. Details of Deposits

i. The Company did not accept any deposits during the year.

ii. There are no unpaid or unclaimed deposits as at the end of the year.

iii. There has been no default in repayment of deposits or payment of interest thereon during
the year.

28. Deposits not in compliance with Chapter V of the Act

The Company did not accept any deposits during the year.

29. Particulars of Loans, Guarantees and Investments

The company has not provided any loans or guarantees and has not made any investments
covered under Section 186 of The Companies Act, 2013, except for loans to related parties in
accordance with the provisions of the Act. The details of the said loans are given in Note No. 14
and Note No. 24 B.3. to the Financial Statements attached.

30. Particulars of Contracts or Arrangements with Related Parties

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of
section 188 are attached to this report in the specified format (Form AOC-2) and forms an integral
part of this report. However, as per the policy on materiality of related party transactions and on
dealing with related party transactions formulated by your company, no material related party
transactions, i.e. transaction with a related party exceeding 10% of the annual turnover of the
company, as per the last audited Financial Statements of your Company were entered into during
the year. The Policy is available on the website of your Company at
https://dapsadvertising.com/uploads/2023/05/Policy on Materiality of Related Party Transa
ctions.pdf.

31. Corporate Social Responsibility (CSR)

As per the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate
Social Responsibility Policy) Rules, 2014, your company does not fall under the ambit of CSR.
Hence, your Company is not required to adopt the CSR Policy or to constitute the CSR Committee
for the year under review.

32. Conservation of Energy, Technology Absorption, Foreign Exchange earnings & Outgo:

Since the operations of your company are not energy intensive, disclosures pertaining to
conservation of energy and technology absorption are not applicable to your company during the
year under review. However, we remain committed to responsible energy consumption practices
and continually evaluate opportunities to enhance our operational efficiency. We prioritize the
adoption of relevant technologies that contribute to our service quality and customer satisfaction.

Disclosures pertaining to foreign exchange earnings and outgo are not applicable to your
company during the year under review.

33. Certificate on Compliance of conditions of Corporate Governance

As per Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015,
your company, which has its specified securities listed on the SME Exchange of BSE, is not required
to comply with the corporate governance provisions specified in Regulation 17, 17A, 18, 19, 20,
21, 22, 23, 24, 24A, 25, 26, 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and
para C, D and E of Schedule V for the year ended 31st March, 2024. However, your Company is in
compliance with the applicable provisions of the Companies Act, 2013, with respect to Corporate
Governance.

34. Policy on Sexual Harassment at Workplace

The company has put in place a Policy for prevention of Sexual Harassment at the Workplace in
line with the requirements of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up for
redressal of complaints related to sexual harassment. All employees are covered under this policy.

Following is the summary of sexual harassment complaints during the year:

(a) Number of complaints pending at the beginning of the year- 0

(b) Number of complaints received during the year- 0

(c) Number of complaints disposed off during the year- 0

(d) Number of cases pending at the end of the year- 0

35. Management Discussion and Analysis Report (MDAR)

Management Discussion and Analysis Report for the year under review, as required under
Regulation 34(2)(e) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015,
is set out separately and forms part of this Report.

36. Material Orders of ludicial Bodies /Regulators

No significant and material orders have been passed by any Regulator, Court, Tribunal, Statutory
and quasi-judicial body that would impact the going concern status of the company and its future
operations.

37. Corporate Insolvency Resolution Process initiated under the Insolvency and
Bankruptcy Code, 2016 (IBC)

During the year under review, no applications for corporate insolvency resolution were filed
under the IBC before the National Company Law Tribunal or other courts. Furthermore, there are
no pending applications from creditors or the company itself, and there is no ongoing corporate
insolvency resolution process.

38. Details of difference between Valuation amount on One Time Settlement and Valuation
while availing loan from Banks and Financial Institutions

No One Time Settlement (OTS) has been made by the company in the reporting year, hence no
details are available regarding the difference between the valuation amount on the OTS and the
valuation amount for loans from banks and financial institutions.

39. Cautionary Note

The statements forming part of the Board's Report may contain certain forward-looking remarks
within the meaning of applicable securities laws and regulations. Many factors could cause the
actual results, 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.

40. Acknowledgements

We would like to take this opportunity to express our sincere gratitude to the support received
from the Central and State Governments, bankers and business associates. The commitment and
contributions of our dedicated employees, loyal shareholders, valued customers and supportive
communities have been instrumental in our success. Continuous improvement has been fostered
by our company's culture of professionalism, creativity, and integrity and we look forward to a
prosperous future with confidence.

For and on behalf of the Board

Place: Kanpur

Date: 08/08/2024 Akhilesh Chaturvedi

(Chairman & Whole time Director)
DIN:00989785