Walpar Nutritions Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors are pleased to present the 5^th Annual Report on the business and operations of the Company
along with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended on 31^st
March, 2025.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2025 and for the
previous financial year ended on 31^st March, 2024 is given below:

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	6016.16	5,131.41	7176.33	6,252.17
Other Income	10.03	12.96	26.59	21.78
Total Income	6026.19	5,144.38	7202.93	6,273.95
Total Expenses	5782.96	4,996.45	6815.14	6,024.64
Profit / Loss before Exceptional and Extra-Ordinary Items and Tax Expenses	243.23	147.93	387.79	249.33
Less: Exceptional and Extra Ordinary Items	0	0	0	0
Profit / Loss before Tax Expenses	243.23	147.93	387.79	249.32
Less: Current Tax	59.95	32.69	88.01	51.47
Deferred Tax	13.44	4.42	8.95	3.97
Tax related to earlier years	0.58	(0.31)	11.02	(0.66)
Profit / Loss for the Period	169.26	111.13	279.81	194.55
Earnings Per Share (EPS)
Basis	1.80	1.19	2.48	1.69
Diluted	1.80	1.19	2.48	1.69

2. OPERATIONS:

• Standalone:

The total revenue from operations for Financial Year 2024-25 is Rs. 6026.19 Lakhs as compared to total
revenue from operations of Rs. 5144.38 Lakhs for previous Financial Year. The Company has incurred
Profit before tax for the Financial Year 2024-25 of Rs. 243.23 Lakhs as compared to Profit of Rs. 147.93
Lakhs for previous Financial Year. The Net Profit after tax for the Financial Year 2024-25 is Rs. 169.26
Lakhs as compared to Net Profit after tax Rs. 111.13 Lakhs as compared for previous Financial Year. The
Directors are continuously looking for the new avenues for future growth of the Company and expect
more growth in the future period.

• Consolidated:

The total revenue from operations for Financial Year 2024-25 is Rs. 7202.93 Lakhs as compared to total
revenue from operations of Rs. 6273.95 Lakhs for previous Financial Year. The Company has incurred
Profit before tax for the Financial Year 2024-25 of Rs. 387.79 Lakhs as compared to Profit before tax of
Rs. 249.32 Lakhs for previous Financial Year. The Net Profit after tax for the Financial Year 2024-25 is
Rs. 279.81 Lakhs as compared to Net Profit after tax of Rs. 194.55 Lakhs for previous Financial Year.

The Directors are continuously looking for the new avenues for future growth of the Company and
expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2024-25, there was no change in nature of Business of the Company.

4. WEBI.INK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act and Rule 12 of the Companies
(Management and Administration) Rule, 2014, the Annual Return as on March 31, 2025 is available on the
Company''s website at https://www.walparnutritions.com.

5. SHARE CAPITAL:

A. AUTHORISED SHARE CAPITAL:

The authorized equity share capital of the Company as on 31^st March, 2025 is Rs. 11,00,00,000/-
(Rupees Eleven Crores Only) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of Rs.
10.00/- (Rupees Ten Only) each.

B. PAID-UP SHARE CAPITAL:

The paid-up equity share capital of the Company as on 31^st March, 2025 is Rs. 9,39,04,400/- (Rupees
Nine Crores Thirty-Nine Lakhs Four Thousand and Four Hundred Only) divided into 93,90,440
(Ninety-Three Lakhs Ninety Thousand Four Hundred and Forty) equity shares of Rs. 10.00/- (Rupees
Ten Only) each.

BONUS ISSUE:

During the year under review, the Company had allotted 46,95,220 Fully Paid-up Bonus Equity Shares
having face value of Rs. 10.00/- each, in the Board Meeting held on 16^th August, 2024.

6. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, the Board of Directors do not
recommend any dividend for the Financial Year 2024-25 (Previous year - NIL).

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

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed
for a period of seven years shall be transferred to the Investor Education and Protection Fund ("IEPF").
During the year under review, there was no unpaid or unclaimed dividend in the "Unpaid Dividend Account"
lying for a period of seven years from the date of transfer of such unpaid dividend to the said account.
Therefore, there were no funds which were required to be transferred to Investor Education and Protection
Fund.

8. TRANSFER TO OTHER EQUITY:

The Profit of the Company for the Financial Year ending on 31^st March, 2025 is transferred to Profit and
Loss account of the Company under Reserves and Surplus (i.e. Other Equity).

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE
FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

• Bonus Issue:

During the year under review, the Board of Directors in their Board Meeting held on 16^th August, 2024,
had allotted 46,95,220 (Forty-Six Lakhs Ninety-Five Thousand Two Hundred and Twenty) fully paid-
up bonus equity shares of face value of Rs. 10.00/- (Rupees Ten Only) each to eligible equity
shareholders as on the record date.

Consequently, the Paid-up Equity Share Capital of the Company had increased from Rs. 4,69,52,200/-
(Rupees Four Crores Sixty-Nine Lakhs Fifty-Two Thousand and Two Hundred Only) divided into
46,95,220 (Forty-Six Lakhs Ninety-Five Thousand Two Hundred and Twenty) Equity Shares of Rs.
10.00/- (Rupees Ten Only) each to Rs. 9,39,04,400/- (Rupees Nine Crores Thirty-Nine Lakhs Four
Thousand and Four Hundred Only) divided into 93,90,440 (Ninety-Three Lakhs Ninety Thousand Four
Hundred and Forty) Equity Shares of Rs. 10.00/- (Rupees Ten Only) each.

• Investment in Associate Company:

After the closure of the FY 2024-25, on 26^th July 2025, "Pallota Nutritions Private Limited" was
incorporated and its Certificate of Incorporation was issued by the Ministry of Corporate Affairs
("MCA"). The Company has made an investment in the said entity, which qualifies as an Associate
Company in terms of Section 2(6) of the Companies Act, 2013, with effect from its incorporation.

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No significant material order has been passed by the Regulators or Courts or Tribunal, which would impact
the going concern status and Company and its future operations.

11. BOARD MEETINGS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two
meetings not exceeding 120 days to take a view of the Company''s policies and strategies apart from the
Board Matters.

During the year under the review, the Board of Directors met 5 (Five) times viz. 27^th May, 2024, 5^th July,
2024, 16^th August, 2024, 12^th November, 2024 and 16^th January, 2025.

12. DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to
the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2025 the applicable
accounting standards have been followed and there is no material departure from the same;

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 as at 31^st March, 2025 and profit & loss of the Company for the financial year
ended on 31^st March, 2025;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of 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 laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively; and

f. 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.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 is not applicable to your Company as the
Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social
Responsibility.

14. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial statement across
the organization. The same is subject to review periodically by the internal audit cell for its effectiveness.
During the financial year, such controls were tested and no reportable material weaknesses in the design
or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal
Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion
forms part of the Independent Auditor''s report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and
financial reporting risks. The internal financial controls have been documented, digitized and embedded in
the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews,
control self-assessment, continuous monitoring by functional experts. We believe that these systems
provide reasonable assurance that our internal financial controls are designed effectively and are
operating as intended.

During the year, no reportable material weakness was observed.

15. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS MADE AND SECURITIES
PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of
the Companies Act, 2013 are provided in the financial statement.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All transactions entered into by the Company with related parties are in the ordinary course of business
and on arm''s length basis, falling within the scope of Section 188(1) of the Companies Act, 2013.

Further, pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014,
the particulars of contracts/arrangements entered into with related parties in Form AOC-2 are annexed as
Annexure - II to this Report.

17. RESERVES & SURPLUS:

Sr. No.	Particulars	Amount (Rs. in Lakhs)
1.	Balance at the beginning of the year	189.52
3.	Current Year''s Profit / (Loss)	169.26
4.	Other Comprehensive Income	0.00
5.	Amount of Securities Premium and other Reserves	203.78
Total		562.56

18. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT
POLICY OF THE COMPANY:

The Company has framed formal Risk Management framework for risk assessment and risk minimization
for Indian operation which is periodically reviewed by the Board of Directors to ensure smooth operations
and effective management control. The Audit Committee also reviews the adequacy of the risk
management frame work of the Company, the key risks associated with the business and measures and
steps in place to minimize the same.

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

The Company has not undertaken any major initiatives with respect to conservation of energy or
technology absorption during the year under review. Hence, the particulars as required under section
134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014 are not applicable.
Further, there was no foreign exchange earnings or outgo during the financial year 2024-25.

	Foreign exchange earnings and outgo	F.Y. 2024-25	F.Y. 2023-24
a.	Foreign exchange earnings	438.53	258.82
b.	CIF value of imports	Nil	Nil
c.	Expenditure in foreign currency	Nil	0.50

20. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements on
a periodical basis. The remuneration policy is in consonance with the existing industry practice and is
designed to create a high-performance culture. It enables the Company to attract, retain and motivate
employees to achieve results. The Company has made adequate disclosures to the members on the
remuneration paid to Directors from time to time. The Company''s Policy on director''s appointment and
remuneration including criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under Section 178 (3) of the Act is available on the website of the
Company at https: / /www.walparnutritions.com.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this
Report, and provides the Company''s current working and future outlook as per Annexure - III to this
report.

22. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND IOINT VENTURES:

The Company has a two Subsidiary Companies i.e., M/s. Walpar Wellness Private Limited ("WWPL") and
Walpar Nutri Science Private Limited ("WNSPL"). The Company has complied with all compliances related
to its Subsidiary Companies. The Company has policy for determining "Subsidiary Company" which is
uploaded on the website of the Company i.e. https://www.walparnutritions.com.

Statement containing salient features of the Financial Statements of Subsidiary pursuant to Section 129(3)
of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 in Form No. AOC-1 is
enclosed herewith as Annexure -1.

After the closure of the FY 2024-25, on 26th July 2025, "Pallota Nutritions Private Limited" was
incorporated and its Certificate of Incorporation was issued by the Ministry of Corporate Affairs ("MCA").
The Company has made an investment in the said entity, which qualifies as an Associate Company in terms
of Section 2(6) of the Companies Act, 2013, with effect from its incorporation.

23. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued
by the Institute of Company Secretaries of India ("ICSI"). The Company has devised proper systems to
ensure compliance with its provisions and is in compliance with the same.

24. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit
Committee under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against
the Company by its officers or employees, the details of which would need to be mentioned in the Board''s
Report.

25. STATE OF COMPANY''S AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation
34(2)(e) of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a detailed
write up and explanation about the performance of the Company.

26. STATEMENT ON ANNUAL EVALUATION OF BOARD''S PERFORMANCE:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors,
pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of
Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate
governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities
and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of
NRC had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These
meetings were intended to obtain Directors'' inputs on effectiveness of the Board / Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a
whole, and the Chairman of the Company was evaluated, taking into account the views of Executive
Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and
the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of
Nomination and Remuneration Committee, the performance of the Board, its committees, and individual
directors was discussed.

The evaluation process endorsed the Board Members'' confidence in the ethical standards of the Company,
the resilience of the Board and the Management in navigating the Company during challenging times,
cohesiveness amongst the Board Members, constructive relationship between the Board and the
Management, and the openness of the Management in sharing strategic information to enable Board
Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees
and individual directors as per the formal mechanism for such evaluation adopted by the Board. The
performance evaluation of all the Directors was carried out by the Nomination and Remuneration
Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole
was carried out by the Independent Directors. The exercise of performance evaluation was carried out
through a structured evaluation process covering various aspects of the Board functioning such as
composition of the Board & committees, experience & competencies, performance of specific duties &
obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the
Directors individually as well as evaluation of the working of the Board by way of individual feedback from
directors.

The evaluation frameworks were the following key areas:
a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

27. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for Directors and
employees to report concerns about unethical behaviour, actual or suspected fraud or violation of
Company''s Code of Conduct or Ethics Policy.

B. BUSINESS CONDUCT POLICY:

The Company has framed "Business Conduct Policy". Every employee is required to review and sign the
policy at the time of joining and an undertaking shall be given for adherence to the policy. The objective
of the policy is to conduct the business in an honest, transparent and in an ethical manner. The policy
provides for anti-bribery and avoidance of other corruption practices by the employees of the
Company.

28. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related party
transactions which may have potential conflict with the interest of the Company at large. Suitable
disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.

29. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has
received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 during the Financial Year 2024-25.

30. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Directors and Key Managerial Personnels of the Company are summarized below:

Sr. No.	Name	Designation	DIN / PAN
1.	Kalpesh Ladhawala	Managing Director	02849232
2.	Tanmaykumar Shah	Whole-time Director	08984640
3.	Sejal Ladhawala	Executive Director	07331231
4.	Krunal Patel	Executive Director	09008355
5.	Nidhi Shah	Executive Director	09008374
6.	Abhishekkumar Patel	Executive Director	09012728
7.	Fenil Shah	Executive Director	09012730
8.	Jigneshkumar Modi	Executive Director	09012731
9.	Rupesh Shah	Independent Director	07911687
10.	Jayshukh Detroja	Independent Director	09066938

11.	Tapan Patel	Independent Director	09066951
12.	Nehalkumar Shah	Independent Director	09066955
13.	Sejal Ladhawala	Chief Financial Officer	ACQPL2341F
14.	Priyanka Shah2	Company Secretary	ASTPJ9651R
15.	Rahiben Anilbhai Thakkar3	Company Secretary	BSKPT8813K
16.	Megha Shah1	Independent Director	09568337

Apart from the above changed, there were no other changes in the composition of the Board of Directors of
the Company during the Financial Year 2024-25 and till the date of Board''s Report.

As per Companies Act, 2013, the Independent Directors are not liable to retire by rotation.

31. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Rupesh Shah, Mr. Jayshukh Detroja, Mr. Tapan Patel, and Mr. Nehalkumar Shah are Independent
Directors of the Company have confirmed to the Board that they meet the criteria of Independence as
specified under Section 149 (6) of the Companies Act, 2013 and are qualified to be Independent Director.
They also confirmed that they meet the requirements of Independent Director as mentioned under
Regulation 16(1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The
confirmations were noted by the Board.

32. CORPORATE GOVERNANCE:

Since the Company has listed its specified securities on the SME Exchange, therefore by virtue of
Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the compliance
with the corporate governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub¬
regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence,
Corporate Governance does not form part of this Board''s Report.

33. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any deposits
during the financial year. Hence, the Company has not defaulted in repayment of deposits or payment of
interest during the financial year.

34. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried
the evaluation of its own performance, performance of Individual Directors, Board Committees, including
the Chairman of the Board on the basis of attendance, contribution towards development of the Business
and various other criteria as recommended by the Nomination and Remuneration Committee of the
Company. The evaluation of the working of the Board, its committees, experience and expertise,
performance of specific duties and obligations etc. were carried out. The Directors expressed their
satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors i.e. held on Thursday, 16^th January, 2025 the performances
of Executive and Non - Executive Directors were evaluated in terms of their contribution towards the
growth and development of the Company. The achievements of the targeted goals and the achievements of
the expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the
Directors of the Company.

35. AUDITORS AND TEHIR REPORTS:

A. Statutory Auditor:

Your Company at its 1^st Annual General Meeting held on 15^th December, 2021 had appointed M/s. A Y &
Company, Chartered Accountants (Firm Registration No.: 020829C) as a Statutory Auditors of the

Company for a period of 5 consecutive years i.e. from the conclusion of 1^st AGM till the conclusion of 6^th
AGM to be held in the year 2026, at a remuneration as may be decided by the Managing Director of the
Company in consultation with the Auditors thereof.

There are no qualifications, reservations or adverse remarks made by M/s. A Y & Company, Chartered
Accountants, the Statutory Auditors of the Company, in their report for the Financial Year 2024-25. The
observations made in the Auditor''s Report are self-explanatory and therefore do not call for further
comments.

The Auditor''s report for the financial year ended on 31^st March, 2025 has been issued with an
unmodified opinion by the Statutory Auditors and the report is part of the Annual Report.

B. Secretarial Auditor:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed Mr.
Gaurav Bachani & Associates, Proprietor of M/s. Gaurav Bachani & Associates, Company Secretaries,
Ahmedabad, FRN: S2020GJ718800) as a Secretarial Auditor of the Company to conduct Secretarial
Audit for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as Annexure - IV in
Form MR-3. There are no adverse observations in the Secretarial Audit Report which call for
explanation

C. Internal Auditor:

The Board of directors has appointed M/s. Saumil J. Shah & Associates, Chartered Accountants,
Ahmedabad, (FRN: 135636W) as the Internal Auditor of the Company to conduct the Internal Audit of
the Company for Financial Year 2025-26. The Internal Auditor conducts the internal audit of the
functions and operations of the Company and reports to the Audit Committee and Board from time to
time.

36. DISCLOSURES:

A. Audit Committee:

During the year under review, meetings of members of the Audit Committee as tabulated below, was
held on 27^th May, 2024, 5^th July, 2024, 16^th August, 2024 and 12^th November, 2024, the attendance
records of the members of the Committee are as follows:

The constitution of the Audit Committee is as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Rupesh Shah	Chairman	4	4
Mr. Tapan Patel	Member	4	4
Mrs. Sejal Ladhawala	Member	4	4

B. Nomination and Remuneration Committee:

During the year under review, meetings of members of the Nomination and Remuneration Committee as
tabulated below, was held on 5^th July, 2024 and 16^th January, 2025, the attendance records of the
members of the Committee are as follows:

The constitution of the Nomination and Remuneration Committee is as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Tapan Patel	Chairman	2	2
Mr. Rupesh Shah	Member	2	2
Mr. Nehalkumar Shah	Member	2	2

C. Stakeholders Relationship Committee:

During the year under review, meetings of members of the Stakeholders Relationship Committee as
tabulated below, was held on 5^th July, 2024, the attendance records of the members of the Committee are
as follows:

The constitution of the Stakeholders Relationship Committee is as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Rupesh Shah	Chairman	1	1
Mr. Tapan Patel	Member	1	1
Mrs. Sejal Ladhawala	Member	1	1

37. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.
PROHIBITION & REDRESSAL) ACT, 2013:

The Company has always been committed to provide a safe and conducive work environment to its
employees. Your Directors further state that during the year under review there were no cases filed
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

The following no. of complaints was received under the POSH Act and the rules framed thereunder during
the year:

a. number of complaints filed during the financial year - NIL

b. number of complaints disposed of during the financial year - NIL

c. number of complaints pending as on end of the financial year - NIL

38. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management
continued to remain cordial during the year under review.

39. MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records as specified by the Central Government under sub¬
section (1) of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly
such accounts and records are not required to be maintained.

40. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company
has established connectivity with both the Depositories i.e., National Securities Depository Limited
("NSDL") and Central Depository Services (India) Limited ("CDSL") and the Demat activation number
allotted to the Company is ISIN: INE0G2G01015. Presently shares are held in electronic mode.

41. COMPLIANCE ON MATERNITY BENEFITS ACT. 1961:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and
has extended all statutory benefits to eligible women employees during the year.

42. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 201 6:

During the year under review, there was no application made or proceeding pending in the name of the
Company under the Insolvency and Bankruptcy Code 2016.

43. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE AVAILING LOAN FROM THE BANKS AND
FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement and the valuation done while taking
loans taken from Banks and Financial Institutions along with the reasons thereof is not applicable to the
Company.

44. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received
from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers
and other business associates who have extended their valuable sustained support and encouragement
during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for
the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward
for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board of

2^nd Floor L5:377 PLOT:5, Opp. Sabarmati, Walpar Nutritions Limited

Village: Khatraj, Taluka: Kalol, Gandhinagar,

Gujarat, India - 382721.

Sd/- Sd/-

Tanmaykumar Shah Kalpesh Ladhawala
^{Place: Gandhinagar} Whole-time Director Managing Director

Date: 3^rd September, 2025 DIN: 08984640 DIN: 02849232

---

Mar 31, 2024

Your Directors are pleased to present the 4^th Annual Report on the business and operations of the Company along with the Audited Standalone and Consolidated Financial Statement for the Financial Year ended on 31^st March, 2024.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2024 and for the previous financial year ended on 31^st March, 2023 is given below:

(Rs. In Lakhs)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	5,131.41	2870.36	6,252.17	3514.23
Other Income	12.96	26.68	21.78	33.50
Total Income	5,144.38	2897.04	6,273.95	3547.73
Total Expenses	4,996.45	2851.07	6,024.64	3434.98
Profit / Loss before Exceptional and Extra Ordinary Items and Tax Expenses	147.93	45.97	249.32	112.75
Less: Exceptional and Extra Ordinary Items	0	0.18	0	1.63
Profit / Loss before Tax Expenses	147.93	45.79	249.32	111.12
Less: Current Tax	32.69	11.19	51.47	17.65
Deferred Tax	4.42	4.88	3.97	12.21
Tax Related to Earlier Years	(0.31)	0.30	(0.66)	0.30
Profit / Loss for the Period	111.13	29.43	194.55	80.98
Earnings Per Share (EPS)
Basis	2.38	0.65	4.16	1.78
Diluted	2.38	0.65	4.16	1.78

2. OPERATIONS:

• Standalone:

The total revenue from operations for Financial Year 2023-24 is Rs. 5131.41 Lakhs as compared to total revenue from operations of Rs. 2870.36 Lakhs for previous Financial Year. The Company has incurred Profit before tax for the Financial Year 2023-24 of Rs. 147.93 as compared to Profit of Rs. 45.79 Lakhs for previous Financial Year. The Net Profit after tax for the Financial Year 2023-24 is Rs. 111.13 as compared to Net Profit after tax Rs. 29.43 Lakhs as compared for previous Financial Year. The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.

• Consolidated:

The total revenue from operations for Financial Year 2023-24 is Rs. 6,273.95 Lakhs as compared to total revenue from operations of Rs. 3547.73 Lakhs for previous Financial Year. The Company has incurred Profit before tax for the Financial Year 2023-24 of Rs. 249.32 Lakhs as compared to Profit before tax of Rs. 111.12 Lakhs for previous Financial Year. The Net Profit after tax for the Financial Year 2023-24 is Rs. 194.55 Lakhs as compared to Net

Profit after tax of Rs. 80.98 Lakhs for previous Financial Year. The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS. IF ANY:

During the Financial Year 2023-24, there was no change in nature of Business of the Company.

4. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company’s website at https://www.walparnutritions.com/.

5. SHARE CAPITAL:

A. AUTHORISED SHARE CAPITAL:

The authorized share capital of the Company as on 31^st March, 2024 is Rs. 11,00,00,000/-(Rupees Eleven Crores Only) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

B. PAID-UP SHARE CAPITAL:

The paid-up share capital of the Company as on 31^st March, 2023 is Rs. 4,69,52,200/- (Rupees Four Crores Sixty-Nine Lakhs Fifty-Two Thousand Two Hundred Only) divided into 46,95,220 (Forty-Six Lakhs Ninety-Five Thousand Two Hundred Twenty) equity shares of Rs. 10/-(Rupees Ten Only).

6. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, the Board of Directors do not recommend any dividend for the Financial Year 2023-24 (Previous year -NIL).

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

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund (“IEPF”). During the year under review, there was no unpaid or unclaimed dividend in the “Unpaid Dividend Account” lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

8. TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to reserves.

9. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:

The Company has a Two Subsidiary Company i.e. M/s. Walpar Wellness Private Limited and Walpar Nutri Science Private Limited. The Company has complied with all compliances related to its Subsidiary Company. The Company has policy for determining “Subsidiary Company” which is uploaded on the website of the Company.

Statement containing salient features of the Financial Statement of Subsidiary pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 in Form No. AOC-1 is enclosed herewith as Annexure I.

10. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

During the year, on 26^th May, 2023, the company, vide its Board Meeting, had allotted 1,54,000 (One Lakh Fifty-Four Thousand) Fully Paid Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each per Equity share, at a price of Rs. 59.40/- (Rupees Fifty-Nine and Forty Paisa Only) per Equity share (including a premium of Rs. 49.40/- (Rupees Forty-Nine and Forty Paisa Only) per share, aggregating to Rs. 91,47,600/- (Rupees Ninety-One Lakhs Forty-Seven Thousand and Six Hundred Only) for cash consideration.

Consequently, the Paid-up Share Capital of the Company had increased from Rs. 4,54,12,200/-(Rupees Four Crores Fifty-Four Lakhs Twelve Thousand and Two Hundred Only) to Rs. 4,69,52,200/- (Rupees Four Crores Sixty-Nine Lakhs Fifty-Two Thousand and Two Hundred Only).

11. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No significant material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

12. BOARD MEETINGS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Company’s policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 6 (Six) times viz. 15^th April, 2023, 22^nd May, 2023, 26^th May, 2023, 4^th September, 2023, 8^th November, 2023 and 1^st March, 2024.

13. DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2024 the applicable accounting standards have been followed and there is no material departure from the same;

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 financial year and of the profit of the company for the financial year ended on 31^st March, 2024;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of 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 laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and;

f. 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.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social Responsibility.

15. COMMENT ON AUDITORS'' REPORT:

There were no qualifications, reservations, adverse remarks or disclaimer made by the Auditors in their report on the financial statement of the Company for the financial year ended on 31^st March, 2024. Maintenance of cost records as specified under Companies Act, 2013 is not applicable to the Company.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT.2013:

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in the financial statement.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All the transactions to be entered by the Company with related parties will be in the ordinary course of business and on an arm’s length basis. Further, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014, in Form No. AOC-2 is enclosed herewith as Annexure II.

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor’s report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

During the year, no reportable material weakness was observed.

19. RESERVES & SURPLUS:

Sr. No.	Particulars	Amount
1.	Balance at the beginning of the year	78.39
3.	Current Year’s Profit / (Loss)	111.13
4.	Other Comprehensive Income	0.00
5.	Amount of Securities Premium and other Reserves	674.32
Total		863.84

20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has framed formal Risk Management framework for risk assessment and risk minimization for Indian operation which is periodically reviewed by the Board of Directors to ensure smooth operations and effective management control. The Audit Committee also reviews the adequacy of the risk management frame work of the Company, the key risks associated with the business and measures and steps in place to minimize the same.

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

The details of conservation of energy, technology absorption etc. as required to be given under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given as the Company has not taken any major step to conserve the energy etc. Further, there was no foreign exchange earnings and outgo during the financial year 2023-24.

	Foreign exchange earnings and outgo	F.Y. 2023-24	F.Y. 2022-23
a.	Foreign exchange earnings	Nil	Nil
b.	CIF value of imports	Nil	Nil
c.	Expenditure in foreign currency	Nil	Nil

22. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Company''s Policy on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Act is available on the website of the Company at https://www.walparnutritions.com/.

23. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

24. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

25. STATE OF COMPANY’S AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2)(e) of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a detailed write up and explanation about the performance of the Company.

26. STATEMENT ON ANNUAL EVALUATION OF BOARD’S PERFORMANCE:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of NRC had one-on-one meetings with each Executive and Non-Executive, NonIndependent Directors. These meetings were intended to obtain Directors’ inputs on effectiveness of the Board / Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.

The evaluation process endorsed the Board Members’ confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation

adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

27. MANAGING THE RISKS OF FRAUD. CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Company’s Code of Conduct or Ethics Policy.

B. BUSINESS CONDUCT POLICY:

The Company has framed “Business Conduct Policy”. Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the policy. The objective of the policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.

28. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company

at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.

29. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the Financial Year 2023-24.

30. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY ANDBANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code 2016.

31. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

32. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No.	Name	Designation	DIN / PAN
1.	Kalpesh Ladhawala	Managing Director	02849232
2.	Sejal Ladhawala	Chief Financial Officer	ACQPL2341F
3.	Sejal Ladhawala	Executive Director	07331231
4.	Rupesh Shah	Independent Director	07911687
5.	Tanmaykumar Shah	Whole-time Director	08984640
6.	Krunal Patel	Executive Director	09008355
7.	Nidhi Shah	Executive Director	09008374
8.	Abhishekkumar Patel	Executive Director	09012728
9.	Fenil Shah	Executive Director	09012730
10.	Jigneshkumar Modi	Executive Director	09012731
11.	Divyanshu Raval1	Executive Director	09012968
12.	Jayshukh Detroja	Independent Director	09066938
13.	Tapan Patel	Independent Director	09066951
14.	Nehalkumar Shah	Independent Director	09066955
15.	Priyanka Shah	Company Secretary	ASTPJ9651R
16.	Megha Shah2	Independent Director	09568337

1. Mr. Divyanshu Raval had resigned from the post of Executive director w.e.f. 08-11-2023

2. Ms. Megha Shah had resigned from the post of Independent Director w.e.f. 05-07-2024

There has been change in the composition of the Board of Directors of the Company during the Financial Year 2023-24 and till the date of Board’s Report As provided in the

corresponding bibliographic details above.

As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

33. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Rupesh Shah, Mr. Jayshukh Detroja, Mr. Tapan Patel, and Mr. Nehalkumar Shah are Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and are qualified to be Independent Director. They also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.

34. CORPORATE GOVERNANCE:

Since the Company has listed its specified securities on the SME Exchange therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, Corporate Governance does not form part of this Board’s Report.

35. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any deposits during the financial year. Hence, the Company has not defaulted in repayment of deposits or payment of interest during the financial year.

36. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution towards development of the Business and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors, the performances of Executive and Non -Executive Directors were evaluated in terms of their contribution towards the growth and development of the Company. The achievements of the targeted goals and the achievements of the expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.

37. AUDITORS:

A. Statutory Auditor:

Your Company at its 1^st Annual General Meeting held on 15^th December, 2021 had appointed M/s. A Y & Company, Chartered Accountants (Firm Registration No.: 020829C) as a Statutory Auditors of the Company for a period of 5 consecutive years i.e. from the conclusion of 1^st AGM till the conclusion of 6^th AGM to be held in the year 2026, at a remuneration as may be decided by the Managing Director of the Company in consultation with the Auditors thereof.

There are no qualifications, reservations or adverse remarks made by M/s. A Y & Company, Chartered Accountants, the Statutory Auditors of the Company, in their report for the Financial Year 2023-24. The observations made in the Auditor’s Report are self-explanatory and therefore do not call for further comments.

The Auditor’s report for the financial year ended on 31^st March, 2024 has been issued with an unmodified opinion by the Statutory Auditors and the report is part of the Annual Report.

B. Secretarial Auditor:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed Ms. Shilvi Patel, Proprietor of M/s. Shilvi Patel & Associates, Company Secretaries, Ahmedabad as a Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2023-24.

The Secretarial Audit Report for the Financial Year 2023-24 is annexed herewith as Annexure - IV in Form MR-3. There are no adverse observations in the Secretarial Audit Report which call for explanation

C. Internal Auditor:

The Board of directors has appointed M/s. Saumil J. Shah & Associates, Chartered Accountants, Ahmedabad as the internal auditor of the Company. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time.

38. DISCLOSURES:

A. Audit Committee:

During the year under review, meetings of members of the Audit Committee as tabulated below, was held on 15^th April, 2023 and 22^nd May, 2023, 4^th September, 2023 and 8^th November, 2023 the attendance records of the members of the Committee are as follows:

The constitution of the Audit Committee is as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Rupesh Shah	Chairman	4	4
Mr. Tapan Patel	Member	4	4
Mrs. Sejal Ladhawala	Member	4	4

B. Nomination and Remuneration Committee:

During the year under review, meetings of members of the Nomination and Remuneration Committee as tabulated below, was held on 8^th November, 2023, the attendance records of the members of the Committee are as follows:

The constitution of the Nomination and Remuneration Committee is as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Tapan Patel	Chairman	1	1
Mr. Rupesh Shah	Member	1	1
Mr. Nehalkumar Shah	Member	1	1

C. Stakeholders Relationship Committee:

During the year under review, meetings of members of the Stakeholders Relationship Committee as tabulated below, was held on 4^th September, 2023, the attendance records of the members of the Committee are as follows:

The constitution of the Stakeholders Relationship Committee is as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Rupesh Shah	Chairman	1	1
Mr. Tapan Patel	Member	1	1
Mrs. Sejal Ladhawala	Member	1	1

39. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT. 2013:

The Company has always been committed to provide a safe and conducive work environment to its employees. Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

40. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.

41. MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly such accounts and records are not required to be maintained.

42. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Company’s current working and future outlook as per Annexure - III.

43. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board of

2^nd Floor, L5:377, Plot:5, Walpar Nutritions Limited

Opp. Sabarmati, Village: Khatraj,

Taluka: Kalol,

Gandhinagar - 382 721

Sd/- Sd/-

Sejal Ladhawala Kalpesh Ladhawala

Place: Gandhinagar Director Managing Director

Date: 5^th July, 2024 DIN: 07331231 DIN: 02849232

---

Mar 31, 2023

Your Directors are pleased to present the 3^rd Annual Report on the business and operations of the Company along with the Audited Standalone and Consolidated Financial Statement for the Financial Year ended on 31^st March, 2023.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2023 and for the previous financial year ended on 31^st March, 2022 is given below:

Particulars	Standalone		Consolidated
	2022-2 3	2021-22	2022-23	2021-22
Revenue from operations	2870.3 6	2675.74	3514.23	2675.74
Other Income	26.68	3.99	33.50	4.41
Total Income	2897.04	2679.73	3547.73	2680.15
Total Expenses	2851.0 7	2644.65	3434.98	2651.31
Profit / Loss before Exceptional and Extra Ordinary Items and Tax Expenses	45.97	35.08	112.75	28.85
Less: Exceptional and Extra Ordinary Items	0.18	1.52	1.63	1.52
Profit / Loss before Tax Expenses	45.79	33.56	111.12	27.33
Less: Current Tax	11.19	7.45	17.65	7.45
Deferred Tax	4.88	(17.18)	12.21	(17.18)
Tax Related to Earlier Years	0.30	1.48	0.30	1.48
Profit / Loss for the Period	29.43	41.81	80.98	35.58
Earnings Per Share (EPS)
Basis	0.65	0.99	1.78	0.84
Diluted	0.65	0.99	1.78	0.84

2. OPERATIONS:

• Standalone:

The total revenue from operations for Financial Year 2022-23 is Rs. 2897.04 Lakhs as compared to total revenue from operations of Rs. 2675.74 Lakhs for previous Financial Year. The Company has incurred Profit before tax for the Financial Year 2022-23 of Rs. 45.79 Lakhs as compared to Profit before tax of Rs. 33.56 Lakhs for previous Financial Year. The Net Profit after tax for the Financial Year 2022-23 is Rs. 29.43 Lakhs as compared to Net Profit after tax of Rs. 41.81 Lakhs for previous Financial Year. The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.

• Consolidated:

The total revenue from operations for Financial Year 2022-23 is Rs. 3547.73 Lakhs as compared to total revenue from operations of Rs. 2680.15 Lakhs for previous Financial Year. The Company has incurred Profit before tax for the Financial Year 2022-23 of Rs. 111.12 Lakhs as compared to Profit before tax of Rs. 27.33 Lakhs for previous Financial Year. The Net Profit after tax for the Financial Year 2022-23 is Rs. 80.98 Lakhs as compared to Net Profit after tax of Rs. 35.58 Lakhs for previous Financial Year. The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2022-23, there was no change in nature of Business of the Company.

4. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Company''s website at https://www.walparnutritions.com/.

5. SHARE CAPITAL:

A. AUTHORISED SHARE CAPITAL :

The authorized share capital of the Company as on 31^st March, 2023 is Rs. 4,60,00,000/- (Rupees Four Crores Sixty Lakhs Only) divided into 46,00,000 (Forty-Six Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

B. PAID-UP SHARE CAPITAL :

The paid-up share capital of the Company as on 31^st March, 2023 is Rs. 4,54,12,200/- (Rupees Four Crores Fifty Four Lakhs Twelve Thousand Two Hundred Only) divided into 45,41,220 (Forty Five Lakhs Forty One Thousand Two Hundred Twenty) equity shares of Rs. 10/- (Rupees Ten Only).

6. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, the Board of Directors do not recommend any dividend for the Financial Year 2022-23 (Previous year - NIL).

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

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund (“IEPF”). During the year under review, there was no unpaid or unclaimed dividend in the “Unpaid Dividend Account” lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

8. TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to reserves.

9. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND IOINT VENTURES:

The Company has a Subsidiary Company i.e. M/s. Walpar Wellness Private Limited and Walpar Nutri Science Private Limited. The Company has complied with all compliances related to its Subsidiary

Company. The Company has policy for determining “Subsidiary Company” which is uploaded on the website of the Company.

Statement containing salient features of the Financial Statement of Subsidiary pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 in Form No. AOC-1 is enclosed herewith as Annexure 1.

10. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

11. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No significant material orders has been passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

12. BOARD MEETINGS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Company''s policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 6 (Six) times viz. 11^th April, 2022, 25^th May, 2022, 23^rd August, 2022, 11^th October, 2022, 14^th November, 2022 and 13^th February, 2023.

13. DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2023 the applicable accounting standards have been followed and there are no material departure from the same;

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 financial year and of the profit of the company for the financial year ended on 31^st March, 2023;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of 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 laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and;

f. 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.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social Responsibility.

15. COMMENT ON AUDITORS'' REPORT:

There were no qualifications, reservations, adverse remarks or disclaimer made by the Auditors in their report on the financial statement of the Company for the financial year ended on 31^st March, 2023. Maintenance of cost records as specified under Companies Act, 2013 is not applicable to the Company.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT.2013:

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in the financial statement.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All the transactions to be entered by the Company with related parties will be in the ordinary course of business and on an arm''s length basis. Further, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014, in Form No. AOC-2 is enclosed herewith as Annexure 2.

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor''s report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

During the year, no reportable material weakness was observed.

19. RESERVES & SURPLUS:

Sr. No.	Particulars	Amount (In Lakhs)
1.	Balance at the beginning of the year	48.96
3.	Current Year''s Profit / (Loss)	29.43
4.	Other Comprehensive Income	0.00
5.	Amount of Securities Premium and other Reserves	599.27
Total		677.66

20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has framed formal Risk Management framework for risk assessment and risk minimization for Indian operation which is periodically reviewed by the Board of Directors to ensure smooth operations and effective management control. The Audit Committee also reviews the adequacy of the risk management frame work of the Company, the key risks associated with the business and measures and steps in place to minimize the same.

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

The details of conservation of energy, technology absorption etc. as required to be given under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given as the Company has not taken any major step to conserve the energy etc. Further, there was no foreign exchange earnings and outgo during the financial year 2022-23.

	Foreign exchange earnings and outgo	F.Y. 2022-23	F.Y. 2021-22
a.	Foreign exchange earnings	Nil	Nil
b.	CIF value of imports	Nil	Nil
c.	Expenditure in foreign currency	Nil	Nil

22. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Company''s Policy on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Act is available on the website of the Company at https://www.walparnutritions.com/.

23. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

24. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

25. STATE OF COMPANY''S AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2)(e) of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a detailed write up and explanation about the performance of the Company.

26. STATEMENT ON ANNUAL EVALUATION OF BOARDS PERFORMANCE:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of NRC had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors'' inputs on effectiveness of the Board / Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.

The evaluation process endorsed the Board Members'' confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

27. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Company''s Code of Conduct or Ethics Policy.

B. BUSINESS CONDUCT POLICY:

The Company has framed “Business Conduct Policy”. Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the policy. The objective of the policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.

28. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.

29. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the Financial Year 202223.

30. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code 2016.

31. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

32. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No.	Name	Designation	DIN / PAN
1.	Kalpesh Ladhawala	Managing Director	02849232
2.	Sejal Ladhawala	Chief Financial Officer	ACQPL2341F
3.	Sejal Ladhawala	Executive Director	07331231
4.	Rupesh Shah	Independent Director	07911687
5.	Tanmaykumar Shah	Whole-time Director	08984640
6.	Krunal Patel	Executive Director	09008355
7.	Nidhi Shah	Executive Director	09008374
8.	Abhishekkumar Patel	Executive Director	09012728
9.	Fenil Shah	Executive Director	09012730
10.	Jigneshkumar Modi	Executive Director	09012731
11.	Divyanshu Raval	Executive Director	09012968
12.	Jayshukh Detroja	Independent Director	09066938
13.	Tapan Patel	Independent Director	09066951
14.	Nehalkumar Shah	Independent Director	09066955
15.	Priyanka Shah	Company Secretary	ASTPJ9651R
16.	Megha Shah	Independent Director	09568337

There were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2022-23 and till the date of Board''s Report.

As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

33. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Rupesh Shah, Mr. Jayshukh Detroja, Mr. Tapan Patel, Mr. Nehalkumar Shah and Ms. Megha Shah are Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and are qualified to be Independent Director. They also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.

34. CORPORATE GOVERNANCE:

Since the Company has listed its specified securities on the SME Exchange therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, Corporate Governance does not form part of this Board''s Report.

35. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any deposits during the financial year. Hence, the Company has not defaulted in repayment of deposits or payment of interest during the financial year.

36. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution towards development of the Business and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors, the performances of Executive and Non - Executive Directors were evaluated in terms of their contribution towards the growth and development of the Company. The achievements of the targeted goals and the achievements of the expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.

37. AUDITORS:

A. Statutory Auditor:

Your Company at its 1^st Annual General Meeting held on 15^th December, 2021 had appointed M/s. A Y & Company, Chartered Accountants (Firm Registration No.: 020829C) as a Statutory Auditors of the Company for a period of 5 consecutive years i.e. from the conclusion of 1^st AGM till the conclusion of 6^th AGM to be held in the year 2026, at a remuneration as may be decided by the Managing Director of the Company in consultation with the Auditors thereof.

There are no qualifications, reservations or adverse remarks made by M/s. A Y & Company, Chartered Accountants, the Statutory Auditors of the Company, in their report for the Financial Year 2022-23. The observations made in the Auditor''s Report are self-explanatory and therefore do not call for further comments.

The Auditor''s report for the financial year ended on 31^st March, 2023 has been issued with an unmodified opinion by the Statutory Auditors and the report is part of the Annual Report.

B. Secretarial Auditor:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed Mr. Gaurav Bachani, Proprietor of M/s. Gaurav Bachani & Associates, Company Secretaries, Ahmedabad as a Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2022-23.

The Secretarial Audit Report for the Financial Year 2022-23 is annexed herewith as Annexure - 4 in Form MR-3. There are no adverse observations in the Secretarial Audit Report which call for explanation

C. Internal Auditor:

The Board of directors has appointed M/s. Saumil J. Shah & Associates, Chartered Accountants, Ahmedabad as the internal auditor of the Company. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time.

38. DISCLOSURES:

A. Audit Committee:

During the year under review, meetings of members of the Audit Committee as tabulated below, was held on 25^th May, 2022 and 23^rd August, 2022, 14^th November, 2022 and 13^th February, 2023 the attendance records of the members of the Committee are as follows:

The constitution of the Audit Committee is as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Rupesh Shah	Chairman	4	4
Mr. Tapan Patel	Member	4	4
Mrs. Sejal Ladhawala	Member	4	4

B. Nomination and Remuneration Committee:

During the year under review, meetings of members of the Nomination and Remuneration Committee as tabulated below, was held on 11^th April, 2022 and 23^rd August, 2022, the attendance records of the members of the Committee are as follows:

The constitution of the Nomination and Remuneration Committee is as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Tapan Patel	Chairman	2	2
Mr. Rupesh Shah	Member	2	2
Mr. Nehalkumar Shah	Member	2	2

C. Stakeholders Relationship Committee:

During the year under review, meetings of members of the Stakeholders Relationship Committee as tabulated below, was held on 25^th May, 2022 and 14^th November, 2022, the attendance records of the members of the Committee are as follows:

The constitution of the Stakeholders Relationship Committee is as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Rupesh Shah	Chairman	2	2
Mr. Tapan Patel	Member	2	2
Mrs. Sejal Ladhawala	Member	2	2

39. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has always been committed to provide a safe and conducive work environment to its employees. Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.