The National Company Law Tribunal ("NCLT"), Mumbai Bench, vide its order dated
December 08, 2023 ("Insolvency Commencement Date & NCLT Order") has admitted the
application for initiation of Corporate Insolvency Resolution Process ("CIRP") filed by Epoch
Merchantiles Pvt. Ltd ("Financial Creditor") under Section 7 of Insolvency and Bankruptcy
Code, 2016 ("Code"). Mr. Dinesh Kumar Deora (IP Registration No. IBBI/IPA-002/IP-
N00958/2020-2021/13041) was appointed as Interim Resolution Professional ("IRP") to
manage affairs of the Company in accordance with the provisions of Code. Thereafter, in the
first meeting of Committee of Creditors held on January 05, 2024, Mr. Dinesh Kumar Deora
had been confirmed as Resolution Professional ("RP") with respect to the Company.

Pursuant to the NCLT Order and in line with the provisions of the Code, the powers of the
Board of Directors are suspended and the same are to be exercised by Mr. Dinesh Kumar
Deora, Resolution Professional.

In terms of Regulation 15 (2A) & (2B) of SEBI (LODR) Regulations, 2015, though the
provisions of Regulations 17,18 and 19 in relation to Board of Directors, Audit Committee,
and Nomination and Remuneration Committee respectively, shall not be applicable during
the insolvency resolution process period in respect of a listed entity which is undergoing
CIRP under the Insolvency and Bankruptcy Code as the role and responsibilities of the Board
of Directors as specified under regulation 17 shall be fulfilled by the interim resolution
professional or resolution professional in accordance with sections 17 and 23 of the
Insolvency and Bankruptcy Code, the Resolution Professional deems fit to continue with the
Audit Committee and Nomination and Remuneration Committee in order to continue the
operations of the Corporate Debtor as a going concern.

Since the powers of Board of Directors has been suspended and vested with Resolution
Professional all the Board and Committee meetings were held after obtaining authority from
Resolution Professional. Decisions at the Board Meetings and committee meetings were taken
unanimously.

The Audited Financial Statements for the year ended March 31, 2024 have been reviewed by
the Audit Committee in their meeting held on May 28, 2024 and the Audited Financial
Statements for the year ended March 31, 2024 have been certified and approved by the Board
of Directors and Key Managerial Personnel namely, Mr. Raghunandan Khandelwal,
Managing Director and CFO, Mr. Gyandatt Mandoli, Director, Mr. Rajesh Porwal, Director,
and Ms. Chandni Khatri, Company Secretary, respectively in the meeting held on May 28,
2024.

On the basis of such approvals from the Board of Directors in the meeting held on May 28,
2024, the Resolution Professional Mr. Dinesh Kumar Deora (IP Registration No. IBBI/IPA-
002/IP-N00958/2020-2021/13041) has approved Audited Financial Statements for the year
ended March 31, 2024 without prejudice and without any guarantee on the accuracy,
adequacy, correctness, completeness or reliability of the financial statements as the same
pertains to period prior to the CIRP Commencement Date.

It is important to note that such approval by the Resolution Professional of these financial
statements is to comply with the provisions of the Insolvency and Bankruptcy Code, 2016
and this is without prejudice to the rights and contentions of the Resolution Professional
under applicable laws and the Resolution Professional reserves/retains his right to file
avoidance transactions under Section 43, 45, 66, and 50 of the Code at a later date and that
such approval of these financial statements shall not be in conflict with such proceedings that
may be initiated before relevant court / tribunal.

The 42^nd Annual Report on the business and operations of the Company together with the
Audited Financial Statements for the year ended March 31, 2024, is hereby submitted:

FINANCIAL RESULTS

Your Company's performance for the financial year ended 31^st March, 2024 as compared to
the previous year is as below:

(? in Lacs)

FINANCIAL HIGHLIGHTS

During the year under review, the turnover of the Company is ? 139.64 Lacs. The financials
depicting loss in the company. The loss before tax is of ? 95.28 Lacs as against loss of ? 558.50
Lacs for the previous financial year. The loss after tax is of ? 95.63 Lacs as against loss of Rs. ?
560.22 Lacs for the previous financial year.

DIVIDEND

In view of losses, your directors do not propose any dividend for the Financial Year ended
31^st March, 2024.

TRANSFER TO RESERVES

In view of losses, the board has not proposed to transfer any amount to reserve during the
year under review.

SHARE CAPITAL

During the year under review, there was no change in issued and paid-up share capital of the
company.

SUBSIDIARY AND ASSOCIATE COMPANIES

During the year under review, the company does not have any subsidiary and associate
companies.

RECLASSIFICATION OF PROMOTERS

In the FY 2021-22, the Company has received requests from Promoters of the Company for
reclassifying them to Public Category of Shareholders of the Company.

In concurrence with above-mentioned requisition the Company has made an application
under Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements), 2015 to the
stock exchange on September 30, 2021. As on date of this Report the application is pending
for approval.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March, 2024, the Board comprises of the following Directors and KMP:

INDPENDENT DIRECTOR

All the Independent Directors have given declaration to the Company that they meet the
criteria of independence as provided in Section 149(6) of the Act. The Independent Directors
have also confirmed that they have complied with the Company's Code of Conduct for Board
Members and Senior Management. Further, all the Directors have also confirmed that they
are not debarred to act as a Director by virtue of any SEBI order.

In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, Independent Directors of the Company have undertaken requisite

steps towards the inclusion of their names in the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs.

Your Company has also devised a Policy on Familiarization Programme for Independent
Directors which aims to familiarize the Independent Directors with your Company, nature of
the industry in which your Company operates, business operations of your Company etc.

RETIRE BY ROTATION

In accordance with the provision of the Companies Act, 2013 ("the Act"), Mr. Raghunandan
Khandelwal, is liable to retire by rotation at the ensuing AGM and being eligible, offers
himself for re-appointment.

KEY MANAGERIAL PERSONNEL

As per section 203 of Companies Act 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the
Company during the year are as under:

BOARD EVALUATION

The provisions of the Companies Act, 2013 mandates formal evaluation of the Board of
Directors, its Committees and individual Directors. Schedule IV of the Companies Act, 2013
also requires the performance evaluation of the Chairman, Executive Directors and Non¬
Executive Directors and Board as a whole to be carried out at a separate meeting by the
Company's Independent Directors.

The Nomination and Remuneration Committee of the Company formulated the criteria for
the evaluation of the performance of the Board of Directors, Independent Directors and the
Managing Director of the Board.

A structured questionnaire was prepared after taking into consideration inputs received from
the Directors, covering various aspects of the Board's functioning such as appropriate
composition of the Board, manner in which Board Meetings are conducted, adequate
information to the Board Members to consider the matter, overall effectiveness of the Board
etc.

Based on that performance, valuation has been undertaken. The Independent Directors of the
Company have also convened a separate meeting for this purpose.

AUDIT COMMITTEE

The constitution of the Audit Committee was as under:

1. Mr. Gyandatt Mandloi - Chairperson

2. Mr. Raghunandan Khandelwal - Member

3. Mr. Rajesh Porwal - Member

There are no recommendations of the Audit Committee which have not been accepted by the
Board during the period under review.

Five (5) meetings of the Committee were held during the year ended March 31, 2024. These
meetings were held on 29^th May, 2023, 11^th August, 2023, 9^th November, 2023, 8^th December,
2023 and 14^th February, 2024. The gap between any two Audit Committee meetings during
the year under review did not exceed one hundred and twenty days. The requisite quorum
was present for all the meetings.

Number of Audit Committee Meetings attended by Directors during the year under review is

piq imrlpr*

NOMINATION AND REMUNERATION COMMITTEE

The constitution of the Nomination & Remuneration Committee (NRC) was as under:

1. Mr. Gyandatt Mandloi - Chairperson

2. Mr. Raghunandan Khandelwal - Member

3. Mr. Rajesh Porwal - Member

One (1) meeting of the Committee were held during the year under review on August 11^th,
2023.

Number of NRC Meeting attended by Directors during the year under review are as under:

The Board has, on the recommendation of the Nomination & Remuneration Committee,
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Nomination and Remuneration Policy is available on the Company's
website.

The requisite quorum was present for all the meetings.

BOARD MEETINGS

The Board of Directors met 5 (Five) times during the financial year ended March 31, 2024 on
29^th May, 2023, 11^th August, 2023, 9^th November, 2023, 8^th December, 2023 and 14^th February,
2024.

RESOLUTION PROFESSIONAL/ DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, your Board of Directors
confirm the following:

a) in the preparation of the annual financial statements for the year ended March 31, 2024, the
applicable accounting standards have 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
judgement 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 31st March, 2024 and the loss of the Company for the
year ended on that date;

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 annual accounts have been prepared on a going concern basis;

e) proper internal financial controls to be followed by the Company were laid down and such
internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

REALTED PARTY TRANSACTIONS

During the year under review, the Company has not entered into any Related Party
Transactions. Accordingly, the disclosure of Related Party transactions to be provided under
Section 134(3)(h) of the Companies Act, 2013, in Form AOC - 2 is not applicable.

There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may
have a potential conflict with the interest of the Company at large.

RISK MANAGEMENT

The Company has a robust risk management framework to identify and mitigate risks arising
out of internal as well as external factors.

The Board of Directors of the Company has also approved the Risk Management Plan. The
objective of the plan is to oversee risk management systems, practices and procedures.

COST AUDIT

Your Company does not falls within the provisions of Section 148 of Companies Act, 2013
read with the Companies (Cost Records & Audit) Rules, 2014 as amended from time to time,
therefore no such record are required to be maintained.

CORPORATE SOCIAL RESPONSIBILITY

Though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are
not attracted to the company; still the Company has positive gestures towards philanthropic
activities in future.

AUDITORS
(a) Statutory Auditors

M/s. S. Ramanand Aiyar & Co., Chartered Accountants (FRN:000990N), Indore was
appointed as Statutory Auditors of the Company for a term of 5 years (i.e. from FY 2022 to FY
2027) in the Annual General Meeting (AGM) of the Company held on September 30, 2022.

M/s. S. Ramanand Aiyar & Co., have resigned on November 10, 2023 leading to a casual
vacancy. The Board of Directors at their meeting held on 8th December, 2023, on the
recommendation of the Audit Committee and subject to the approval of shareholders at their
meeting held on March 08, 2024 had approved the appointment of M/s. AKB Jain & Co.,
Chartered Accountants (ICAI Firm Registration No. FRN: 003904C) as Statutory Auditors of
the Company to fill the casual vacancy till the conclusion of 42^nd Annual General Meeting of
the Company to be held in Year 2023-24. The said appointment was pursuant to applicable
provisions of the Companies, Act 2013 and the SEBI Listing Regulations, 2015.

Your Company is proposing to appoint M/s AKB Jain and Co., Chartered Accountants,
(Firm's Registration No. 003904C), as the Statutory Auditors of the Company to hold office
for a period of five years i.e. until the conclusion of the ensuing 47^th Annual General Meeting
of the Company to be held in the year 2029.

Necessary resolution for appointment of the said Auditors is included in the Notice of AGM
for seeking approval of members.

The Auditors' Report and the notes on financial statement for the financial year 2023-24
referred to in the Auditor's Report are self-explanatory and does not contain any
qualification, reservation or adverse remark, therefore, do not call for any further comments.

The auditors have not found any fraud as required to be reported by them under section
143(12) to the Central Government during the Financial Year 2023-24.

(b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors has appointed M/s Kamlesh Purviya & Company, Practicing Company
Secretaries (Membership No 10286/ CP 12960), to conduct the Secretarial Audit of the
Company for the Financial Year 2023-24.

The Secretarial Audit Report for the year under review is annexed herewith as "Annexure
A". The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark or disclaimer except as under:

1. In respect of Non-appointment of Women Director: The Company is undergoing
Corporate Insolvency Resolution Process. Since the powers of the Board has been
suspended, the Resolution Professional is in search of suitable candidate to be
appointed as a Woman Director of the company;

2. In respect of promoter's shareholding: The Company is in process of dematerializing
the promoter's shareholding in order to comply Regulation 31(2) of the SEBI (LODR)
Regulations, 2015;

3. As per Regulation 47 of SEBI (LODR) Regulations, 2015, during the review period, the
publication of quarter 1 financial results and notices of general meetings were delayed
by one day in the newspaper: The Company has inadvertently published quarter 1
financial results and notices of general meetings delayed by one day.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The Company has discontinued its operations therefore no information given in respect of
energy conservation, technology absorption. The Company has not undertaken any export &
import during the period under review therefore there is no foreign exchange earnings and
expenditure.

EXTRACT OF ANNUAL RETURN

The draft Annual Return as required under Section 92(3) and Section 134(3)(a) of the
Companies Act, 2013 read with Rule 12(1) of the Companies (Management and
Administration) Rules, 2014 is available on the Company's website at
https: / /www.viksit.in/pdf/Annual% 20Return/DRAFT% 20ANNUAL% 20RETURN% 2023-

24.pdf. The same shall be filed to Registrar of Companies after Annual General Meeting to be
held on September 30, 2024.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of
the Companies Act, 2013 are given in the notes to the Financial Statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Company's Policies, the safeguarding of
its assets, the prevention and detection of frauds and errors, the accuracy and completeness
of accounting records, and the timely preparation of financial disclosures.

The Company has an Internal Control System commensurate with the size, scale and
complexity of its operations. These are routinely tested and certified by Statutory as well as
Internal Auditor. Significant audit observations and corrective action are reported to the
Audit Committee.

The concerned executives monitors and evaluates the efficacy and adequacy of internal
control system in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company. Based on the report of internal audit
function, process owners undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and corrective actions thereon are
presented to the Audit Committee.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(10) of the Act, read with the Companies (Meetings
of Board and its Powers) Rules, 2014, your Company has a Vigil Mechanism namely, Whistle
Blower Policy for directors, employees and business partners to report genuine concerns
about unethical behavior, actual or suspected fraud or violation of your Company's code of
conduct or ethics policy and to ensure that whistleblower is protected.

DEPOSITS

The Company has not accepted any public deposits during the year under review.
INSURANCE

The Company continues to carry adequate insurance for all assets against unforeseeable
perils.

CORPORATE GOVERNANCE

In terms of the Regulation 15(2)(a) of SEBI (LODR) Regulations, 2015, the compliance with
the Corporate Governance provisions shall not apply in respect of the listed entity having
paid up equity share capital not exceeding rupees ten crore and net worth not exceeding
rupees twenty five crore, as on the last day of the previous financial year.

As per the above mentioned criteria, provisions of Corporate Governance is not applicable on
the Company and therefore the Company is not required to comply with the provisions of
Corporate Governance as specified in SEBI (LODR) Regulations, 2015. However, the
Company is voluntarily complying with most of the provisions.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing
the names and other particulars of the employees drawing remuneration in excess of the
limits set out in the said rules are provided in "Annexure B", forming part of this report.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

Your Company has in place a policy on prevention of sexual harassment at workplace in
accordance with the provisions of Prevention, Prohibition and Redressal of Sexual
Harassment of Women at Workplace Act, 2013. The policy aims at prevention of harassment
of women employees and lays down the guidelines for identification, reporting and
prevention of sexual harassment. There is an Internal Complaints Committee which is
responsible for redressal of complaints related to sexual harassment and follows the
guidelines provided in the policy.

Further, in terms of the provisions of the SEBI LODR, the details in relation to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, for
the financial year ended on 31^st March, 2024 are as under:

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016:

The details of applications/petitions filed under the Insolvency and Bankruptcy Code, 2016
(IBC) by/ against the Company are as under:

DETAILS OF THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTION (FI) DONE WHILE TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS:

During the year under review the company has not taken any loan from the Bank or FI, hence
there was no such valuation done.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis, forming part of this report as required under
Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred as SEBI (LODR) Regulations, 2015 is
attached separately to this Annual Report "Annexure C".

MATERIAL CHANGES AND COMMITMENTS

There is no material change and commitment has occurred, affecting the financial position of
the Company, between the end of the financial year of the Company i.e. March 31, 2024 and
the date of this report except that a Company Petition No. C.P. (IB) 811/MB/2023 filed by
Epoch Merchantiles Pvt. Ltd. (Financial Creditors) under Section 7 of Insolvency and
Bankruptcy Code, 2016 has been admitted by Hon'ble National Company Law Tribunal,
Mumbai Bench vide its Order dated December 08, 2023 and Corporate Insolvency Resolution
Process ("CIRP") has been initiated against the Company.

SIGNIFICANT AND MATERIAL ORDERS

A financial creditor of the Company, Epoch Mercantile Private Limited, has initiated
proceedings against the Company under section 7 under Insolvency & Bankruptcy Code
2016, whereby application has been accepted by the Hon'ble National Company Law
Tribunal, Mumbai Bench. The Company is under the Corporate Insolvency Resolution

Process ("CIRP") under the provisions of the Insolvency & Bankruptcy Code 2016 ("The
Code") vide order C.P.(IB)811(MB)/2023 dated December 08, 2023 passed by the National
Company Law Tribunal ("NCLT") and Mr. Dinesh Kumar Deora, having Insolvency
Professional Registration no. IBBI/IPA-002/IPN00958/2020-21/13041 has been appointed as
Interim Resolution Professional ("IRP"). The powers of the Board of Directors stand
suspended as per section 17 of the Code and such powers are being exercised by IRP/RP.
Further, in the 1st CoC, Mr. Dinesh Kumar Deora, having Insolvency Professional
Registration no. IBBI/IPA-002/IPN00958/2020-21/13041 has been confirmed as Resolution
Professional ("RP").

SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the
applicable Secretarial Standards issued by The Institute of Companies Secretaries of India
and such system are adequate and operating effectively.

GENERAL:

Your directors state that during the year under review:

a. The Company has not issued shares (including sweat equity shares) to employees of
the Company under any scheme.

b. There is no requirement to conduct the valuation by the bank and Valuation done at
the time of one-time Settlement during the period under review.

c. Neither the Managing Director nor the Whole-time Directors receive any
remuneration or commission from its subsidiary.

d. The Company has complied with the applicable Secretarial Standards under the
Companies Act, 2013.

e. There are no voting rights exercise by any employee of the Company pursuant to
section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture)
Rules, 2014.

f. Your Company has not declared and approved any Corporate Action viz dividend,
mergers and de-mergers, split during the year under review.

g. There were no revisions in the Financial Statement and Board's Report.

ACKNOWLEDGMENT

Your Directors would like to express their gratitude for the valuable assistance and co¬
operation received from shareholders, banks, government authorities, customers and
vendors. Your Directors also wish to place on record their appreciation for the committed
services of all the employees of the Company.

The Board also wishes for better health of its stakeholders and hope for fast recovery from the
current pandemic and look for prosperity, growth and constructive building of our country
and world at large.

The Board specially thank to the shareholders for their continued confidence and faith in the
Company.

For and on behalf of the Board

Place: Mumbai Raghunandan Gyandatt Mr. Dinesh Kumar

Khandelwal Mandloi Deora

Date: 06-09-2024 Managing Director Director Insolvency

and CFO Professional

(DIN: 00401113) (DIN: 08571134) IP Registration no. IBBI/IPA-

(Member of the (Member of the 002/IPN00958/2020-21/13041

suspended Board) suspended Board)