DAPS Advertising Ltd Directors Report

To,

The Members,

M/s DAPS Advertising Limited Kanpur

Your directors are pleased to present the 26^th (Twenty-Sixth) Board Report of the company together with the Audited Financial Statements for the financial year ending March 31, 2025.

Financial Highlights and State of Companys Affairs

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

(rupees in Lakhs)

PARTICULARS	YEAR ENDED 31ST MARCH, 2025	YEAR ENDED 31ST MARCH, 2024
Revenue From Operations	1907.01	2035.76
Other Income	51.82	97.14
Total Income	1958.83	2132.90
Expenses excluding Depreciation	1772.89	1965.87
Depreciation	27.43	21.73
Total Expenses	1800.32	1987.60
Profit/(Loss) Before Tax	158.51	145.30
Total Tax Expense	39.89	36.57
Profit/(Loss) After Tax	118.62	108.73
Basic & Diluted Earnings per equity share (EPS) (Rs.)	2.29	2.10

Industry Scenario and State of Companys Affairs

During the year under review, the overall performance of the company was satisfactory. Your company booked a profit after tax of Rs. 118.62 lakhs for f.y. 2024-25 as compared to the profit of Rs. 108.73 lakhs for f.y. 2023-24.

Change in the Nature of Business

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

Change in the Registered Office of the Company

There was no change in the registered office of the company during the financial year 2024-2025. Material Changes and Commitments during the Year

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

Events subsequent to the date of Financial Statements

In the opinion of the Directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report, which would affect substantially the results, or the operations of your Company for the financial year in respect of which this report is made.

Amount proposed to be transferred to Reserves

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

Dividend

The Board of Directors of your company is pleased to recommend a dividend of Rs. 0.20 per equity share of face value of Rs. 10 each (i.e. @ 2%), payable out of the profits of the company, to those Shareholders whose names appear in the Register of Members as on the Record Date.

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

Capital Structure

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

SHARE CAPITAL	AS AT 31.03.2025 (Rs.)	AS AT 31.03.2024 (Rs.l
Authorized Capital: (55,00,000 Equity Shares of Rs.10/- each)	5,50,00,000	5,50,00,000
Issued, Subscribed & Paid-up Capital: (51,74,900 Equity Shares of Rs. 10/- each)	5,17,49,000	5,17,49,000

Directors and Key Managerial Personnel

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

• The second term of Ms. Shivi Rastogi and Ms. Akanksha Sunny Bilaney as Independent Directors of the company expired on September 26, 2024. To fill up the vacancy, Mr. Kamesh Sethi (DIN: 10738694) and Ms. Prachi Mishra (DIN: 10738698) were appointed as Additional Independent Directors of the company by the Board at its meeting held on August 08, 2024 and were later regularised as Independent Directors of the company at the 25th Annual General Meeting duly held on September 16, 2024 for a term of one year

• Ms. Pooja Kapoor resigned from the post of Company Secretary & Compliance Officer of the company with effect from September 30, 2024 and the Board, on recommendation of Nomination & Remuneration Committee, appointed Mrs. Vinny Saxena as Company Secretary & Compliance Officer of the company on October 15, 2024.

Retirement By Rotation- Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with Rules made thereunder and the Articles of Association of the Company, Mr. Paresh Chaturvedi & Mr. Dharmesh Chaturvedi is liable to retire by rotation at ensuing Annual General Meeting and being eligible has offered themselves for re-appointment. The Board recommends their re-appointment.

Profile of the Director seeking re-appointment is given in the Statement under Section 102 of the Companies Act, 2013 to the Notice of the ensuing AGM of the Company.

Composition of Board as on the F.Y. Ended March 31,2025-

Category	Name of Director
Executive Directors	Mr. Akhilesh Chaturvedi
	Mr. Paresh Chaturvedi
	Mr. Dharmesh Chaturvedi
Non- Executive Non- Independent Woman Director	Ms. Srishti Chaturvedi
Non-Executive Independent Directors	Mr. Anshuman Chaturvedi
	Mr. Kamesh Sethi
	Ms. Prachi Mishra*

Note- Ms. Prachi Mishra resigned as Independent Director from the Board of Directors and committees of the board w.e.f. 01 July, 2025.

Statement on Declaration given by Independent Directors

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

Board Meetings

There were 5 (Five) meetings of the Board of Directors held during the Financial Year ended March 31, 2025. These board meetings took place on 27.05.2024, 08.08.2024, 15.10.2024, 14.11.2024 and 08.03.2025 respectively.

Additionally, a separate meeting of the Independent Directors was held on 28.03.2025 without the presence of any other director of the company.

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

Details of Members Meeting

The 25^th Annual General Meeting of the Company for the financial year 2023-2024 was held on September 16, 2024 at the Pristine Hotel, Kanpur. Further, there was no Extra Ordinary General Meeting held during the year under consideration.

Committees of the Board, its Composition & Meetings

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

Audit Committee- During the year under review, four (4) Audit Committee Meetings were conducted on 27.05.2024, 08.08.2024, 14.11.2024 and 08.03.2025. The composition of the committee and changes that took place during the year are as follows-

Name of Members	Designation	Date of Change	Nature of Change
Mr. Anshuman Chaturvedi	Non- Executive Independent Director (Chairman)	-	-
Ms. Shivi Rastogi	Non- Executive Independent Director (Member)	08.08.2024	Cessation
Mr. Paresh Chaturvedi	Chief Financial Officer and Whole time Director (Member)	-	-
Ms. Prachi Mishra	Non- Executive Independent Director (Member)	08.08.2024	Appointment

Nomination and Remuneration Committee- During the year under review, three (3) Nomination and Remuneration Committee Meetings were conducted on 27.05.2024, 08.08.2024 and 15.10.2024. The composition of the committee and changes that took place during the year are as follows-

Name of Members	Designation	Date of Change	Nature of Change
Mr. Anshuman Chaturvedi	Non- Executive Independent Director (Chairman)	-	-
Ms. Akanksha Sunny Bilaney	Non- Executive Independent Director (Member)	08.08.2024	Cessation
Ms. Srishti Chaturvedi	Non- Executive Director (Member)	08.08.2024	Cessation
Ms. Prachi Mishra	Non- Executive Independent Director (Member)	08.08.2024	Appointment
Mr. Kamesh Sethi	Non- Executive Independent Director (Member)	08.08.2024	Appointment

Stakeholder Relationship Committee- During the year under review, one (1) meeting was conducted on 08.03.2025. The composition of the committee on its meeting is as follows

Name of Members	Designation	Date of Change	Nature of Change
Mr. Anshuman Chaturvedi	Non- Executive Independent Director (Chairman)	-	-
Mr. Kamesh Sethi	Non- Executive Independent Director (Member)	08.08.2024	Appointment
Mr. Dharmesh Chaturvedi	Executive Director (Member)	-	-

Companys Policy on Directors Appointment and Remuneration

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

The companys policy of said matter is available on the companys website at https://dapsadvertising.com/uploads/2024/05/NRC-Policy-1.1.pdfand following are its salient features-

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

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

• to attract and retain skilled executives;

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

• To ensure any termination benefits are justified and appropriate.

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

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

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

d) Remuneration to Non-Executive Directors (NEDs):

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

• Company will not pay commission to the NEDs.

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

e) Remuneration to Key Managerial Personnel & other employees:

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

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

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

Board Evaluation

The annual evaluation of the performance of the Board, its committees, and individual directors has been conducted in accordance with the Companies Act, 2013, and SEBI Listing Regulations. The performance evaluation of Non-Executive Directors, including Independent Directors, was carried out by the entire Board, excluding the director being evaluated, and considered various aspects outlined in the Companys Nomination and Remuneration Policy. The Nomination and

Remuneration (NRC) Committee also evaluated the performance of each director. Both the Board and the NRC Committee were satisfied with the performance of the directors.

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

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

Extract of Annual Return

The copy of annual return for the F.Y. 2024-25 will be available on the companys website on the link-https://dapsadvertising.com/investors/annual-return-u-s-92-of-the-companies-act-2013/.

Statement of Deviation

In accordance with Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your company has been diligently submitting half-yearly statements to the BSE with the last one being filed for the period ending on Sept, 2024. This statement is reviewed by the Audit Committee and is duly certified by the statutory auditor of the company.

The statement of deviation for period ended on Sept., 2024 shows that the IPO funds are fully utilised for the purpose for which funds were raised. The said statement is attached as an annexure to this report.

Risk Management

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

Remuneration of Directors and Employees

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

Name of Director	Designation	Ratio of Remuneration to median Remuneration of employees	% increase in remuneration in Financial Year 2024-25
Mr Akhilesh Chaturvedi	Chairman, Whole-Time Director	12:1	-
Mr Dharmesh Chaturvedi	Managing Director	12:1	-
Mr Paresh Chaturvedi	Whole-Time Director, Chief Financial Officer	12:1	-

*Footnotes:

• The percentage increase in the median remuneration of employees (other than Managerial Personnel) for the Financial Year ended 31^st March, 2025 is 0.64%

• The number of permanent employees (other than Managerial Personnel) on the rolls of the company as on 31^st March, 2025 is 8 (Eight).

• The percentage decrease in the remuneration of Company Secretary for the Financial Year ended 31^st March, 2025 is 8.57%

• The average increase in managerial remuneration for the Financial Year ended 31^st March, 2025 is Nil and the average increase in the salaries of employees other than managerial personnel for the said Financial Year is 0.64%.

• In accordance with sub-rule (2) of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the boards report must include a statement showing the names of the top ten employees in terms of remuneration drawn. As the company only employed eight employees (excluding Key Managerial Personnel) during the Financial Year ended 31st March, 2025, their names are- Mr. Shuddhatm Chaturvedi, Mr. Mohd Tahseeb, Mr. Irfan Ahmad, Mr. Gaurav Sharma, Mr. Ranjeet Singh Shakya, Mr. Deepak Katiyar, Mr. Pashupati Nath Agarwal & Ms. Divyanshi Agarwal.

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

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

Note- For the above calculations, monthly salary has been considered for employees who were

employed with the company as on the financial year ended 31^st March, 2025.

Directors Responsibility Statement:

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

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

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

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

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

e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; and

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

Compliance with Secretarial Standards

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

Internal Financial Control

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

Statutory Auditors and the Auditors Report

As per Section 139 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, members of the Company in 21st Annual General Meeting of the Company (21st AGM) approved the appointment of M/s Kedia Gupta and Associates, Chartered Accountants (FRN No.:006465C), as the Statutory Auditors of the Company for a term of five consecutive years i.e. from the conclusion of 21st AGM till the conclusion of 26th AGM, i.e. the upcoming AGM. The Report given by Statutory Auditors on the Financial Statements of your Company for the financial year ended 31st March, 2025 forms part of the Annual Report. The Notes on the Financial Statements referred to in the Auditors Report are self-explanatory and do not call for further explanations. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Since the tenure M/s Kedia Gupta and Associates expires on this ensuing AGM, the Board of Directors of your Company has recommended the appointment of M/s. B. M. Chaturvedi & Co., Chartered Accountants, Mumbai, (FRN- 114317W) as the Statutory Auditors of the Company, for a term of 5 (five) consecutive years, to hold office from the conclusion of this 26th Annual General Meeting until the conclusion of the 31^st Annual General Meeting, subject to the approval of the Members in the upcoming AGM. M/s. B. M. Chaturvedi & Co have confirmed their eligibility and qualification required under the Act for holding the office as Statutory Auditors of the Company. Further the recommended Statutory Audit Firm is also peer-reviewed.

Secretarial Auditors and the Secretarial Audit Report

The Secretarial Audit has been carried out by Mr. Hemant Kumar Sajnani, proprietor of M/s. Hemant Kumar Sajnani and Associates, Company Secretaries (CP No. 14214) (Membership No. FCS 7348) for the financial year ended 31^st March 2025. The Report given by the Secretarial Auditor is annexed and forms an integral part of this Report. The Secretarial Audit Report is self-explanatory and does not call for further explanations. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors recommends appointment of M/s. HKS & Associates LLP, Company Secretaries (LLPIN: ACK-1606) as the Secretarial Auditors of the Company from the Financial Year 2025-26 to 2029-30. Your Company has received the written consent and confirmation that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Secretarial Auditor has confirmed that they are not disqualified to be appointed as the Secretarial Auditor of the Company. Further the LLP is peer reviewed.

Internal Auditor

The Company has appointed CS Ratna Tiwari, Practicing Company Secretary, (CP No. 19765), which is a peer reviewed firm, as Internal Auditor under section 138(1) of Companies Act, 2013 and Rule 13 of Companies (Accounts) Rules, 2014. Further, internal audit is conducted on quarterly basis and the internal audit report of every quarter is placed before the Audit Committee and the Board for discussion and subsequent adoption.

Cost Records

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

Frauds reported by Auditors

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

Details of Establishment of Vigil Mechanism

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

Details of Holding, Subsidiary, loint Venture or Associate Companies

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

Details of Deposits

i. The Company had not accepted any deposits during the year.

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

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

Deposits not in compliance with Chapter V of the Act

The Company did not accept any deposits during the year.

Particulars of Loans, Guarantees and Investments

The company has not provided any loans or guarantees and has not made any investments covered under Section 186 of The Companies Act, 2013, except for loans to related parties in accordance with the provisions of the Act.

Particulars of Contracts or Arrangements with Related Parties

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

Corporate Social Responsibility (CSR)

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

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

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

Disclosures pertaining to foreign exchange earnings and outgo is nil for your company during the year under review.

Certificate on Compliance of conditions of Corporate Governance

As per Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, your company, which has its specified securities listed on the SME Exchange of BSE, is not required to comply with the corporate governance provisions specified in Regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V for the year ended 31st March, 2025. However, your Company is in compliance with the applicable provisions of the Companies Act, 2013, with respect to Corporate Governance.

Policy on Sexual Harassment at Workplace

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

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

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

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

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

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

Management Discussion and Analysis Report (MDAR)

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

Significant Material Orders of ludicial Bodies /Regulators

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

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

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

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

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

Maternity Benefit Provided by the Company Under Maternity Benefit Act 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws. However, no woman employee availed this benefit during the year under review.

Audit Trail Applicability (Audit and Auditors) Rules 2014 - Rule 11 of the Companies Act 2013.

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.

Liquidity

Your Company maintains sufficient cash to meet our strategic objectives. We clearly understand that the liquidity in the Balance Sheet is to ensure balance between earning adequate returns and the need to cover financial and business risks. Liquidity also enables your Company to position itself for quick responses to market dynamics

Cautionary Note

The statements forming part of the Boards Report may contain certain forward-looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forwardlooking statements.

Acknowledgement

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

STATEMENT OF DEVIATION OR VARIATION

(Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) To,

The Board of Directors DAPS ADVERTISING LIMITED 128, Clyde House, Office No. 9-B,

The Mall, Kanpur - 208001 Uttar Pradesh.

Dear Sir(s)

Sub: Disclosure/Certificate of status of Utilization of Funds of DAPS Advertising Limited under requirement of Regulation 32 (1) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

TO WHOMSOEVER IT MAY CONCERN

At the request of DAPS ADVERTISING LIMITED (herein referred to as the Company), we, Kedia Gupta& Associates, Chartered Accountants, have examined the books of accounts and relevant records and documents of the Company produced for verification in relation to utilization of funds raised by issuance of 1700000 (Seventeen Lakhs) Equity Shares of Rs. 5,10,00,000.00 (Rs. Five Crore Ten Lakhs Only).

With reference to above captioned, we hereby certify that DAPS Advertising Limited has deployed following amount for the purpose of objects as stated in Prospectus of the Company dated 21^st October, 2022.

Particulars	Details
Mode of Fund Raising	Public Issues (Initial Public Offer)
Date of Raising Funds	09-11-2022
Amount Raised (in Rs.)	510 Lacs
Report filed for the period ended	30-09-2024
Monitoring Agency	Not Applicable
Is there a Deviation / Variation in use of funds raised	Nil

Statement of Utilization of Funds:

Sr. No. Original Objects as per Prospectus dated October 21st, 2022	Projected Utilization of funds as per offer documents	Actual Utilization of funds as on date	Deviation (if any)
1 Working Capital Requirements	253.00	253.00	NIL
2 General Corporate Purpose	100.00	100.00	NIL
3 Issue Related Expenses (Pre IPO & Post IPO Expenses)	157.00	157.00	NIL
Total	510.00	510.00	NIL

Status of Balance (Remaining) IPO funds as on 30^th September, 2024:

Particulars	Amount (In Lakhs)
Balance Unutilized Amount temporarily placed with:
Current Accounts with Banks	Nil
Fixed Deposits:	Nil

ANNEXURE- II

SECRETARIAL AUDIT REPORT

FORM MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2025

[Pursuant to section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members

DAPS ADVERTISING LIMITED (CIN: L51109UP1999PLC024389)

Regd. Office: 128, Clyde House,

Office No. 9-B The Mall, Kanpur Uttar Pradesh 208001 India

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by DAPS ADVERTISING LIMITED (hereinafter referred to as the “company”). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conduct/statutory compliances and expressing our opinion thereon.

OPINION

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the Financial Year ended on March 31, 2025 and made available to me, according to the provisions of:

i. The Companies Act, 2013 (the Act) and the Rules made thereunder, as applicable;

ii. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment and External Commercial Borrowing. (Not Applicable to the Company during the Audit Period);

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not Applicable to the Company during the Audit Period);

d. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (Not Applicable to the Company during the Audit Period);

e. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

I have also examined compliance with the applicable clauses of the following:

i. The Secretarial Standards issued by the Institute of Company Secretaries of India.

ii. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

I report that, during the period under audit and review, the Company has complied with the

provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above;

I further report that, there were no events / actions in pursuance of:

a) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;

b) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021;and

c) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018, requiring compliance thereof by the Company during the financial year.

I further report that, based on the information provided and the representation made by the Company, in my opinion, adequate systems and processes exist in the Company to monitor and ensure compliance with provisions of applicable laws.

I further report that;

1. The compliance by the Company of applicable financial laws like direct and indirect tax laws and maintenance of financial records and books of accounts have not been reviewed in this Audit since the same have been subject to review by statutory financial audit and other designated professionals.

2. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

3. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent with in prescribed limit, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimous and no dissenting views have been recorded.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the Audit Period there were no specific events / actions having a major bearing on Companys affairs in pursuance of the above-referred laws, rules, regulations, guidelines, standards etc.

ANNEXURE- III

FORM NO. AOC - 2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies

(Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arms length basis

NO TRANSACTION HAS BEEN ENTERED INTO BY THE COMPANY DURING THE FINANCIAL YEAR

2. Details of material contracts or arrangement or transactions at arms length basis

Name(s) of the related party and nature of relationship	Nature of contracts/ arrangement / transactions	Duration of the contracts / arrangements/ transactions	Salient terms of the contracts or arrangements or transactions including the value, if any:	Date(s) of approval by the Board, if any:	Amount paid as advance s, if any:
Sudha Chaturvedi- Relative of KMP	Rent	Ongoing	9,00,000.00	25-03-2021	0
Babita Chaturvedi- Relative of KMP	Rent	Ongoing	4,80,000.00	25 - 03-2021	0
	Commission	Ongoing	0	05-06-2021	0
Shakti Chaturvedi- Relative of KMP	Rent	Ongoing	4,80,000.00	25-03-2021	0
	Commission	Ongoing	0	05-06-2021	0
Archana Chaturvedi- Relative of KMP	Rent	Ongoing	4,80,000.00	25 -03-2021	0
	Commission	Ongoing	0	0 5 - 06-2021	0
Shuddhatm Chaturvedi- Relative of KMP	Remuneration	Ongoing	8,40,000.00	05-04-2018	0
Zelorra Online Private Limited- Private Company in which relative of director is director/member	Loans & Advances	Ongoing	0	06-12-2021	0
	Interest	Ongoing	2,12,000.00		0
Arpita Media Private Limited- Private Company in which relative of director is director/member	Loans & Advances (Repaid)	Ongoing	45,26,000.00	06-12-2021	0
	Interest	Ongoing	3,40,000.00		0