TO THE MEMBERS:

Your Directors have pleasure in presenting before you the Annual Report of your Company together with the Audited Accounts for the year ended 31st March 2023. The highlights for the year's working result are enumerated in the following paragraph for your appraisal.

AUDITORS:

M/s. BHARAT SURANA & ASSOCIATES, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for rc-appointmcnt. They have confirmed their eligibility to the effect that they're rc-appointmcnt, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

STATE OF COMPANY'S AFFAIRS:

The Company is in the basincss of investment.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company.

DIVIDEND:

No Dividend was declared for the current financial year due to conservation of Profits.

EXPLANATION OR COMMENTS BY THE BOARD OF DIRECTORS ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITORS IN AUDIT REPORT:

There was no qualifications, reservations or adverse remarks made by the Auditors in their report. The provisions relating to submission of Secretarial Audit Report in not applicable to the Company .

FINANCE:

Cash and cash equivalents as at March 31, 2023 was taken as certified by the management. The Company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of section 73 of the Companies Act 2013, and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS. GURANTEES OR INVESTMENTS:

Your Company has not given any loans or gurantees or investments which is covered under the provision of section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS:

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review. The details in Form AOC-2 is annexed herewith as "Annexure A".

SUBSmiARY COMPANIES:

The Company docs not have any subsidiary, Joint Venture and associates. The details are given in Form AOC-1 and annexed herewith as "Annexure B”.

DIRECTORS AND KEY MANAGERIAL PERSON (KMP1:

No director was appointed or resigned during the year under review

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

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

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed:

i) that in the preparation of the annual accounts for the financial year ended 31st March 2023, the applicable accounting standards read with requirements set out under Schedule 111 to the Act, have been followed and there are no material departures from the same:

ii) that your directors has selected such accounting policies and applied them consistently and made judgements and estimates that were 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 or loss of the Company for the period under review;

iii) that your directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that your directors had prepared the accounts for the financial year ended 31 st March 2023 on a 'Going concern' basis.

v) that the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

BOARD'S COMMENT ON QUALIFICATION. RESERVATION AND ADVERSE REMARKS OR DISCLAIMER MADE BY STATUTORY AUDITOR:

The observations made by the Statutory Auditors in their report are self-explanatory and therefore do not call for any further comments u/s 134(3)(D of the Companies Act, 2013.

BOARD'S COMMENT ON QUALIFICATION, RESERVATION AND ADVERSE REMARKS OR DISCLAIMER MADE BY COST AUDITOR:

The cost audit of the company has not been conducted for the Financial Year 2022-2023 as provisions of Sec. 148 of the Companies Act, 2013 are not applicable to the company.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Company had Ten Board meetings during the financial year under review.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Rcdressal) Act, 2013. Internal Complaint Committee are set up at shop floor level to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman & Managing Director. All employees (permcnant, contractual, temporary, trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2022-2023 and hence no complaint is outstanding as on 31 /03/2023 for rcdressal.

PARTICULARS OF EMPLOYEES:

Particulars of employees as required under section 197 read with rule 5 of the Companies (Appointment and Remuneration of manegerial Personnel) Rules, 2014 in respect of employees of the Company arc not applicable to your Company.

RISK MANAGEMENT POLICY:

The Company does not have any Risk Management policy as the elements of risk threatening the company's existence is very minimal.

SHARE CAPITAL:

I. The company has not issued any equity shares with differential rights/ sweat equity shares / employee stock options / bonus shares during the year under review

II. The company has not bought back any of its securities during the year under review.

MATERIAL CHANGES AND COMMITMENT:

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

DETAILS OF COMPANY'S CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE :

Considering the turnover/nct worlh/nel profit, the provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility and Governance Committee are not applicable to the company.

WKH.I.INK OF ANNUAL REIUBK-i

The Company doesn't maintain any website, lienee, web-link of Annual Return cannot be provided pursuant to the provisions of Section I34(3)(a) read with Section 92(3) of the Companies Act, 2013.

Pursuant to the provisions of Rule 12 of the Companies (Management and Administration) Amendment Rules, 2021, the Company is no more required to furnish the extract of Annual Return ns on the financial year ended on 31st March, 2023 in Form No.MGT-9 with this Report,

ORDERS rASSF.n BY REGULATORS. COURTS OR TRIBUNALS :

No significant or material orders wero passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in ttoturc.

VIGIL MECHANISM t

Your directors would like to inform that till now provision of establishment of vigil mechanism do not apply to the company.

VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD'S REPORT:

No voluntary revision of Financial Statements or Board's Report in made in any of three prececding financial years.

ACKNOWLEDGEMENTS:

Your Directors acknowledge with gratitude the sincere co-operation and assistance, Company continued to receive from its Bankers, Business Associates and Government Departments.

OTHER INFORMATION:

Additional information in relation to conversion of energy, technology absorption and foreign exchange earnings and outgo are not applicable to your Company.

Registered Office:

JD CARLES PVT LTD

26/1 F Road, Belgaclila, Howrali-711101

Date : 5th September 2023