Share Wealth

Year End :2024-03

Your directors have pleasure in presenting you the 6^th Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2024.

FINANCIAL PERFORMANCE: -

The Company’s financial performance the following are the financial results of the Company for the year ended 31^st March, 2024.

STANDALONE:

(Rs. In Lakhs)
P A R T I C U L A R S	2023-24	2022-23
	AMOUNT	AMOUNT
Revenue from Operations	3219.93	3958.11
Other Income	19.62	0.86
Total Revenue	3239.55	3958.97
Cost of Material consumed	-	-
Purchase of services	1243.24	1466.05
(Increase)/decrease in the inventories of work in progress & finished goods	-	-
Employee Benefit Expenses	1220.95	1561.25
Finance Cost	3.44	3.40
Depreciation and Amortization Expenses	23.96	19.24
Other Expenses	238.44	299.25
Total Expenses	2730.03	3349.19
Profit/ Loss Before Tax	509.52	609.78
Exceptional Items	(0.28)	-
Tax Expense
Current Tax	131.71	160.42
Current tax for earlier year	3.41	-
Deferred tax	(0.77)	93.89)
Profit for the Year	375.45	453.26

REVIEW OF OPERATIONS & STATEMENT OF COMPANY’S AFFAIRS: -

The Company recorded a standalone total turnover of Rs. 3219.93/- Lakhs during the year as against Rs. 3958.11 /- Lakhs in the previous year and the Company has earned a profit after tax of Rs. 375.45/-Lakhs as compared to the profit after tax of Rs. 453.26/- Lakhs in the previous financial year. The management of the Company is putting their best efforts to improve the performance of the Company.

DIVIDEND

The Board of Directors has not recommended any dividend for the financial year ended on 31^st March, 2024.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

TRANSFER TO RESERVE

During the current year, the company has transferred INR 104.12/- Lakhs into the General Reserve of the Company as on 31st March 2024

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

CHANGE IN STATUS OF THE COMPANY

On 02^nd of July, 2024 the shares of the Company got listed on the SME Board of National Stock Exchange of India Limited, under the Emerge platform.

CAPITAL EXPENDITURE PROGRAMME

During the year under review the Company had spent 59.07 on the Capital Expenditure. The details of the same can be referred to in the Audited financial statements attached herewith.

SHARE CAPITAL

During the year under review, Authorized Share Capital of the Company has been increased from Rs. 10,00,000 to Rs. 11,00,00,000 divided in 1,10,00,000 equity shares of Rs. 10 each. And Paid up Capital has been increased from Rs. 4,00,000 to Rs. 7,76,80,000 divided in 77,68,000 equity shares of face value of Rs. 10 each

LISTING INFORMATION

After the closure of the financial year 2023-24, Company listed their Equity shares on NSE EMERGE Platform of National Stock Exchange

The Equity Shares in the Company are continued to be listed with NSE EMERGE Platform and in dematerialized form. The ISIN No. of the Company is INE0PMR01017.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company Equity Shares is listed at National Stock Exchange of India Limited (Emerge Platform).

During the year total 17 (Seventeen) Meetings of the Board was held for below mentioned date:

• 17^th April, 2023

• 06^th May, 2023

• 05^th June, 2023

• 19^th June, 2023

• 01^st July, 2023

• 03^rd July, 2023

• 15^th July, 2023

• 17^th July, 2023

• 25^th July, 2023

• 08^th August, 2023

• 05^th September, 2023

• 25^th September, 2023

• 12^th October, 2023

• 01^st November, 2023

• 29^th December, 2023

• 30^th December, 2023

• 15^th January, 2024

The gap between the Board Meetings was within the period prescribed under Companies Act, 2013 and Secretarial Standard issued by the ICSI.

S. No.	Name of Director	Designation	No. of Board Meeting eligible to attend	No. of Meetings attended	No. of Meeting in which absent
1	Ms. Priyanka Dutta	Managing Director	17	17	0
2	Mr. Gurjeet Singh Walia	Executive Director	17	17	0
3	Ms. Richa Arora	Executive Director	17	17	0
4	Mr. Puneet Mehta	Non-Executive Director	17	17	0
5	Mr. Achal Kapoor	Non-executive Independent Director	15	15	0
6	Mr. Jagjit Singh	Non-executive Independent Director	15	15	0
7	Mr. Tarun Gahlot	Non-executive Independent Director	-	-	-

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 on Friday, 29th December, 2023 at the office of the Company at 11th Floor, Off.No. 8/4-D, Vishwadeep Building , District Centre Janak Puri, West Delhi, New Delhi, Delhi, India, 110058

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

(a) In the preparation of the Annual Accounts for the year ended 31st March, 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit of the Company for the same period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the Annual Accounts on a going concern basis;

(e) they have laid down internal financial controls in the Company that are adequate and were operating effectively.

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

DECLARATION OF INDEPENDENCE OF DIRECTORS

The Independent Directors of the Company have submitted the declaration of Independence as required under section 149(7) of the Act, confirming that they meet the criteria of independence under section 149(6).

During the year under review the non- executive directors of the company had no Pecuniary relationship or transactions with the Company other than sitting fees, commission, if any and reimbursement of expenses incurred for the purpose of attending the meetings of the board or committees of the company.

The Company has received requisite annual declarations/confirmations from all the aforesaid Independent Directors. The Board of Directors of the Company is of the view that Independent Directors fulfil the criteria of independence and they are independent from the management of the Company.

The Company has noted that the names of all Independent Directors have been included in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA’). Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said purpose. In terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended thereof, both the Independent Directors are exempted from undertaking online proficiency self-assessment test conducted by the IICA.

DEPOSITS

The Company has neither accepted nor renewed any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet for the F.Y. 2023-24.

Currently, the Board has four committees:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholder Remuneration Committee.

• Independent Director Committee

AUDIT COMMITTEE

The Audit Committee of the Board is responsible for oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, adequate and credible; and for reviewing the annual financial statements before submission to the Board. The Committee periodically reviews the adequacy of internal control systems.

The Committee reviews the financial and risk management policies of the Company.

During the Financial Year under review 01 (One) meetings of the Audit Committee were convened and held. The dates on which the said meetings were held:

• 15^th January, 2024

The maximum interval between any two meetings did not exceed 120 days.

Name of the Director	Category	Audit Committee Meeting Attended (Number of Meetings: 1)	Audit Committee Meeting Attended
Mr. Jagjit Singh	Chairman (NonExecutive Independent Director)	01	01
*Ms. Achal Kapoor	Member (Non-Executive Independent Director)	01	01
Mr. Puneet Mehta	Member	01	01
**Mr. Tarun Gahlot	Member (Non-Executive Independent Director)	-	-

• *Ms. Achal Kapoor resigned from the Company w.e.f 20.08.2024 and ceased from the member of the Committee.

• **Mr. Tarun Gahlot appointed as Non- Executive Independent Additional Director w.e.f. 22.08.2024 and become the member of the Committee

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178(3) of the Companies Act, 2013, the Board duly constituted Nomination and Remuneration Committee and have laid down the following criteria:

1. Criteria for nomination as Director, Key Managerial Personnel and Independence of a Director:

2. Criteria for determining Remuneration of Directors, Key Managerial Personnel and Senior Management and Other Employees of the Company.

3. Evaluation of the performance of members of the Board of Directors and Key Managerial Personnel.

During the year under review One (1) meeting of the Nomination and Remuneration Committee were held on 15^th January, 2014.

The Nomination and Remuneration Committee consist with the following members:

Name of the Director	Category	N&R Committee Attended (Number of Meetings:1)
Mr. Jagjit Singh	Chairman (Non-Executive Independent Director)	1
Ms. Achal Kapoor	Member (Non-Executive Independent Director)	1
Mr. Puneet Mehta	Member	1
Mr. Tarun Gahlot	Member (Non-Executive Independent Director)	-

• *Ms. Achal Kapoor resigned from the Company w.e.f 20.08.2024 and ceased from the member of the Committee.

• **Mr. Tarun Gahlot appointed as Non- Executive Independent Additional Director w.e.f. 22.08.2024 and become the member of the Committee

REMUNERATION OF DIRECTORS

The Company has paid Remuneration to Managing Director of the Company in pursuant to applicable provisions of the Companies Act 2013 and Rules made thereunder.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provisions of Companies Act, 2013, every Listed Company shall establish a vigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism/ whistle blower policy for Directors and employees to report genuine concerns has been established and approved by Board. The policy is uploaded in the website of the Company.

CORPORATE GOVERNANCE REPORT

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

a. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2023-24.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013:

The particulars of loans, guarantees and investments, wherever required, have been disclosed in the financial statements, which also form part of this report.

PARTICULARS OF RELATED PARTY TRANSACTION

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. Your directors draw your attention to notes to the financial statements for detailed related parties’ transactions entered during the year.

Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or Members / Shareholders has been obtained for such transactions. However, as part of good corporate governance, all related party transactions covered under Section 188 of the Act are approved by the Audit committee

The FORM AOC- 2 is attached as Annexure - I with this report.

CREDIT RATING

The company has not obtained any rating from any Credit Rating Agency during the year.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under sub-section (3)(m) of section 134 of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at (Annexure II).

RISK MANAGEMENT

During the year, The Board had developed and implemented an appropriate Risk Management Policy for identifying the element of risk which, in the opinion of the Board may threaten the existence of the Company and safeguarding the Company against those risks.

CODE OF CONDUCT AND ETHICS

The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the Directors, Key Managerial Personnel and Senior Executives of the Company. Commitment to ethical professional conduct is a must for every employee, including Board members and senior management personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct.

The Company has disclosed information about the establishment of the code on its website. All Board members and senior management personnel affirm compliance with the Code of Conduct annually and The Company has complied with the provisions relating to affirmation of Compliance as per Schedule V of SEBI (Listing Obligations and Disclosure Requirements.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility Initiatives as the provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable on the Company.

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As of the date of the report, your company has the following Directors on its Board:

S.No.	Name of the Directors	Designation	DIN NO.	Date of Appointment	Date of Resignation
1	Ms. Priyanka Dutta	Managing Director	08475220	08/06/2019	NA
2	Ms. Gurjeet Singh Walia	Executive Director	07967563	01/05/2020	NA
3	Ms. Richa Arora	CFO and NonExecutive Director	08367880	10/09/2022	NA
4	Mr. Puneet Mehta	Non- Executive Independent Director	06369085	29/11/2022	NA
5.	Ms. Tarun Gahlot	Non- Executive Independent Director	10722326	29/11/2022	NA
6.	Mr. Jagjit Singh	Non- Executive Independent Director	10163644	05/06/2023	NA

Following changes took place in the Board of Directors and Key Managerial Persons before the date of this report.

• Ms. Pooja Roy was appointed as Company Secretary and compliance Officer of the company w.e.f 29.12.2023 and resigned w.e.f. 26-09-2024

• Mr. Jagjit Singh appointed as Non- Executive Independent Director w.e.f. 05.06.2023

• Mr. Tarun Gahlot appointed as Non- Executive Independent Additional Director w.e.f. 22.08.2024

• Ms. Achal Kapoor resigned from the Board of Director of the Company w.e.f 20.08.2024 18. DETAILS OF KEY MANAGERIAL PERSONNEL

Managing Director:

There is no change among Managing Director of the Company.

Chief Financial Officer:

Ms. Richa Arora is Chief Financial Officer of the Company.

Company Secretary:

Ms. Pooja Roy has been appointed as Company Secretary & Compliance Officer of the Company on 29^th December, 2023 and resigned w.e.f. 26-09-2024

BOARD EVALUATION

As per provisions of Section 134(3) of the Companies Act, 2013 and Rules made thereunder, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors.

The performance of the Board of Directors and its Committees were evaluated on various parameters such as structure, composition, experience, performance of specific duties and obligations, quality of decision making and overall effectiveness.

The performance of individual Directors was evaluated on parameters, such as meeting attendance, participation and contribution and independent judgment.

The Board members noted from time to time the suggestions/ inputs of Independent Directors, Nomination Committee and Audit Committee and also discussed various initiatives to further improve the Board effectiveness.

In a separate meeting of Independent Directors performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated.

SUBSIDIARY COMPANIES/ JOINT VENTURE/ ASSOCIATES

During the year under review, Company has no Subsidiary Companies/Joint Venture or Associate Companies.

AUDITORS

STATUTORY AUDITORS

M/s Kapish Jain & Associates, Chartered Accountants (FRN 022743N), was appointed as Statutory Auditors of the Company for a term of 5 (Five) consecutive years from the conclusion of 5thAnnual General Meeting till the conclusion of 10th^th Annual General Meeting of the Company, at such remuneration plus applicable taxes, and out of pocket expenses as may be decided by the Board of Directors from time to time.

SECRETARIAL AUDITOR

Since provisions of Section 204 of the Companies Act, 2013 read with Rule 9 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to Company as on 31^st March, 2024. Secretarial Auditor Report is not required

COST AUDITOR

The company is not engaged in the production of good/services as specified under section 148 of the Companies Act, 2013. Hence, the maintenance of cost accounts and requirement of cost audit is not applicable to your company.

REPORTING OF FRAUD

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor 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.

COMPLAINCE WITH SECRETARIAL STANDARDS

The Company has complied with applicable provisions of the Secretarial Standards related with issued by the Institute of Company Secretaries of India and approved by the Government of India under Section 118(10) of the Companies Act, 2013.

FAMILIARISATION PROGRAMMES

The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarisation programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis.

CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decisionmaking in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee has drawn remuneration in excess of the limit’s set out in the said rules. (Annexure-III)

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (“Listing Regulations”) the Management Discussion and Analysis of the Company for the year under review is presented in a separate section forming the part of the Annual Report is attached here with as Annexure IV.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of Report.

However, on 02^nd of July, 2024 the shares of the Company got listed on the SME Board of National Stock Exchange of India Limited, under the Emerge platform.

INTERNAL CONTROL SYSTEM

According to Section 134(5)(e) of the Companies Act, 2013, the term “Internal Financial Control (IFC)” means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The Company has a well-placed, proper and adequate Internal Financial Control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. To further strengthen the internal control process, the Company

has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive level.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT.2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9^th December, 2013. Under the said Act every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

ANNUAL RETURN

Pursuant to the provision of Section 92(3) of the Companies Act, 2013 read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the annual return as on 31st March 2024 will be available on the website of the Company i.e., at www.themoneyfair.com

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS

There are no significant and material order passed by the regulators or Courts or Tribunal's impacting the going concern status of your Company and its operation in future.

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

As there is no application made or pending under Insolvency and Bankruptcy Code, 2016, so there is no requirement to give details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation and thanks the Company’s shareholders, employees, customers, vendors, investors and members for their consistent support and encouragement of the Company. The enthusiasm and beneficent efforts of the employees have enabled the company to remain at the leading-edge of the industry. Your Directors would also like to acknowledge and thanks the Government of India and concerned government departments / agencies for their co-operation.