Naksh Precious Metals Ltd Directors Report

To,

The Members,

Your directors take pleasure in presenting their Twenty First Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended March 31, 2024 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of consolidated and standalone financial highlights for the financial year ended March 31, 2023 and previous financial year ended March 31, 2024 is given below:

Consolidated and Standalone Financial summary:

(Rs. In Lakhs)

Particulars	Standalone Financial Results		Consolidated Financial Results
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Revenue from operations	49.34	8.97	-	8.97
Other income	0.91	9.54	-	9.71
Total Income	50.25	18.51	-	18.69
Profit Before Interest, Depreciation & Tax	(1.3)	5.4		(0.86)
Interest	-	-	-	-
Depreciation	3.86	4.83	-	7.83
Profit before Tax	(5.16)	0.57	-	(8.69)
Current Tax	-	-	-	-
Deferred Tax	(8.44)	0.41	-	0.13
Total Tax Expenses	(8.44)	0.41	-	0.13
Net Profit for the period after tax	3.28	0.16	-	(8.83)
Earnings per share	0.03	0.00	-	(0.07)

* The company disposed of its investment in Vaksons Metaplast Private Limited on March 31, 2024. Consecpientlv, as on date, the company no longer has any subsidiaries. Therefore, it is not required to prepare consolidated financial results for the year ended March 31, 2024.

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS:

The turnover for the year was Rs. 49.34 Lakhs on standalone basis as compared to Rs. 8.97 Lakhs in the previous year. The Earnings before Interest, Depreciation and Tax was Rs. 5.4 Lakhs in previous year as compared Loss of Rs. 1.3 Lakhs in current year.

A detailed discussion on review of operations of the Company has been included in Management Discussion and Analysis which fonns part of this Report.

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (31 (.11 OF THE COMPANIES ACT. 2013

The Board lias decided not to transfer any amount to the Reserves for the year under review.

4. CASH FLOW:

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part of Annual Report.

5. DIVIDEND:

The dividend policy for the year under review lias been formulated taking into consideration of growth of the company and to conserve resources, the Directors do not recoimnend any dividend for year ended March 31, 2024.

6. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends that are not encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor Education and Protection Fund (IEPF). In FY 2023-2024, there was no amount due for transfer to IEPF.

7. SHARE CAPITAL

The authorized share capital of the company is Rs. 11,00,00,000/- (Rupees Eleven Crores Only) comprising of 1,10,00,000 Equity shares of Rs. 10/- (Rupees Ten Only) each.

The paid-up share capital of the Company is Rs 10,52,04,800/- (Rupees Ten Crore Fifty Two Lakhs Four Thousand and Eight Hundred Only) comprising of 1,05,20,480 Equity shares of Rs. 10/- (Rupees Ten Only) each.

Company has appointed M/s Cameo Corporate Services Ltd, as the Registrar and Transfer Agent of the Company.

8. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

Managements Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the "Amended Listing Regulations"), is presented in a separate section forming part of the Annual Report as Annexure III.

9. CHANGE IN NATURE OF BUSINESS. IF ANY

There have been changes in nature of business of the Company due to change in main object during the FY under review as mentioned below:

1. To carry on the business of importers, exporters, manufacturers, purchasing, processing, buyers, sellers, dealers, distributors, wholesalers, retailers, commission agents, traders, assemblers, designers, cutters, polishers, and labour job in all kind of metals, gold, silver including gold and silver jewellery, ornaments, utensils, cut and uncut diamonds, including industrials grades, precious stones, semi-precious stone, pearls and diamonds studded jewellery ornaments, pearl and diamonds jewellery, trading of metal and casting etc. and other valuable articles.

Pursuant to change in objects of the company, the name of the company has been changed to Naksh Precious Metals Limited from Vaksons Automobiles Limited.

Further company has been proposed in its meeting held on March 2^nd, 2024 :-

To carry on the Business of Agro Processing and trading, setting up of warehousing, warehousemen, custodians, and to establish warehouses, storage rooms, godowns, cold storage, bins and to provide facilities for storage of

commodities, merchandise, articles and tilings of any description, keepers of cold storages, storages chambers, ice- plants, warehouses, refrigerators, freezing houses and room coolers and to carry on and undertake storage, packing, removal carrying delivery, purchases, sale and exchange of fish, seafood, marine products and processed fish, seafood, marine products meats, eggs, poultry products, protein foods, milk, cream, cheese, butter, bacons, sausages, fruits, roots, vegetables or other substances made of all or any of them and canned, tinned and processed foods of every description.

To carry, collect, store, consign, distribute, transfer and deliver goods, wares, post, merchandise, parcels, packages, baggage, freight, animals, livestock, timber, coal, oil, ores and other minerals and other property of every description by any mode of transportation, and generally for such purposes to acquire, manage and operate warehouses, and bonded warehouses, act as agents for shippers and consigners, and to issue warehouse warrants and receipts and bills of lading.

To carry on the Business of Real Estate Developer by entering/executing Memorandum of Understanding (MOUs), Sale-Purchase Agreement, Non-Disclosure Agreement, Investment Agreement, real estate developers by acquiring land and developing coimnercial as well as residential projects etc. and entered into all such contract or agreement for expansion & diversification plan of the Company in the business of Real Estate Developer.

10. DISCLOSURES BY DIRECTORS

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors in Fonn DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.

Certificate of Non-Disqualification of Directors received from JNG & Co., Practicing Company Secretary is annexed to the Boards Report as “Annexure VII”.

11. REMUNERATION POLICY:

The Company lias framed a Nomination and Remuneration Policy pursuant to Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Policy is provided in Annexed to this Report as “Annexure I”.

12. MATERIAL CHANGES AND COMMITMENTS

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

13. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of section 92(3) and Section 134 (3) (a) of the Companies Act, 2013 a copy of the Annual Return of the Company for the year ended March 31, 2024 will be placed on the website of the Company at https://www.nakslnnetals.com/.

14. CHANGE IN SHARE CAPITAL:

There was no change in Share Capital for year ended March 31, 2024.

15. FAMILIARISATION PROGRAMME FOR DIRECTORS

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured orientation programme. Presentations are made by Senior Management giving an overview of the operations, to familiarize the new Directors with the Companys business operations. The Directors are given an orientation on the products of the business.group structure and subsidiaries. Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy of the Company.

During the year under review, no new Independent Directors were inducted to the Board.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

During the period under review, there were following changes in Directors and KMP.

The Board at its meeting held on November 06, 2023 appointed Mr. Nitin Dinkar Vispute (DIN: 03634249) as Additional Executive Director. Further the board had decided to change his designation to Additional NonExecutive Non-Independent Director on February 09, 2024.

The Board at its meeting held on May 29, 2024 appointed, Mr. Sanjay Rajkumar Dua (DIN: 10537921) as an Additional Non - Executive Independent Director for a term of five years with effect from May 29, 2024 subject to approval of shareholders in ensuing Annual General Meeting of the Company.

Mr. Subhashchandra Damodar Malwadkar resigned from the post of Non-Executive - Independent Director on May 30, 2024.

ii. Independent Directors

Our Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there lias been no change in the circumstances, which may affect their status as Independent Director during the year.

The Independent Directors met on March 22, 2024, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

iii. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Snelia Sachin Vispute (DIN: 09693252), Executive Director of the Company, retires by rotation and offers herself for re- appointment.

iv. Key Managerial Personnel:

As on date of report, following are the Key Managerial Personnel of the Company:

a) Mr. Atul Kmnar Jain (DIN 00004339)- Managing Director & CFO upto May 05, 2023.

a) Mr. Abhijeet Pramod Sonawane- Whole Time Director & CFO w.e.f May 05, 2023.

b) Ms. Sneha Sachin Vispute- Managing Director w.e.f May 05, 2023.

c) Ms. Muskan Kacchawaha- Company Secretary & Compliance Officer upto May 28, 2024

d) Mr. Bhupendra Kanjibhai Bhadani - Company Secretary & Compliance Officer w.e.f May 29, 2024.

There were changes in the Key Managerial Personnel during the year.

17. BOARD MEETINGS:

The Company held seven meetings of its Board Meetings during the year on May 05, 2023, May 15, 2023, August 14, 2023, August 29, 2023, November 06, 2023, February 09, 2024 and March 02, 2024.

18. COMMITTEE OF THE BOARD:

(a) Audit Committee:

The Audit Committee, as per Section 177 of Companies Act, 2013, continued working under Chairmanship of Mr. Vinit Piclia. During the year the committee met Six times with full attendance of all the members. The composition of the Audit Committee as at March 31, 2024 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director	Category	Position in the committee	Attendance at the Audit Committee Meetings held on
			05.05.2023	15.05.2023	14.08.2023	29.08.2023	06.11.2023	09.02.2024
Vinit Piclia	Independent Director	Chairpers on	Yes	Yes	Yes	Yes	Yes	Yes
Sneha Sachin Vispute	Executive Director	Member	Yes	Yes	Yes	Yes	Yes	Yes
Subhashchandra Damodar Malwadkar	Independent Director	Member	Yes	Yes	Yes	Yes	Yes	Yes

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013. Some of the important functions performed by the Committee are:

Financial Reporting and Related Processes:

• Oversight of the Companys financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.

• Reviewing with the Management, the Quarterly Unaudited Financial Statements and the Auditors Limited Review Report thereon / Audited Annual Financial Statements and Auditors Report thereon before submission to the Board for approval. This would, inter aha, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the Financial Statements and / or recommendation, if any, made by the Statutory Auditors in this regard.

• Review the Management Discussion & Analysis of financial and operational performance.

• Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Companys accounting principles with reference to the Accounting Standard Policy.

• Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

The Auditors, Internal Auditors, Chief Financial Officer are invited to attend the meetings of the Committee. The Company Secretary acts as the Secretary to the Committee.

(b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act, 2013, continued working under Chairmanship of Mr. Radhika Kharote. During the year, the committee met three times with full attendance of all the members. The composition of the Nomination and Remuneration Committee as at March 31, 2024 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director	Category	Position in the committee	Attendance at the Audit Committee Meetings held on
			05.05.2023	15.05.2023	06.11.2023
Radhika Kharote	Independent Director	Chairperson	Yes	Yes	Yes
Vinit Picha	Independent Director	Member	Yes	Yes	Yes
Subhashchandra Damodar Malwadkar	Independent Director	Member	Yes	Yes	Yes

The tenns of reference of the Committee as per Companies Act 2013 and SEBI (LODR) 2015, include the following:

• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recoimnend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

• For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recoimnended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

• Use the services of an external agencies, if required;

• Consider candidates from a wide range of backgrounds, having due regard to diversity; and

• Consider the time commitments of the candidates.

• Formulation of criteria for evaluation of performance of independent directors and the board of directors;

• Devising a policy on diversity of board of directors;

• Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recoimnend to the board of directors their appointment and removal.

• Whether to extend or continue the tenn of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

• Recoimnend to the board, all remuneration, in whatever fonn, payable to senior management.

The Company has fonnulated a Remuneration Policy which is annexed to the Boards Report in “Annexure I”.

(b) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013, continued working under Chairmanship of Mr. Vinit Picha. The Committee is governed by a Charter, which is in line with the regulatory requirements mandated by the Companies Act, 2013. During the year, the committee met one time with full attendance of all the members. The composition of the Stakeholders Relationship Committee as at March 31, 2024 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director	Category	Position in the committee	Attendance at the Audit Committee Meetings held on
			15.05.2023
Vinit Picha	Independent Director	Chairman	Yes
Abhijeet Sonaware	Executive Director	Member	Yes
Subhashchandra Damodar Malwadkar	Independent Director	Member	Yes

The terms of reference of the Committee are:

• Resolving the grievances of the security holders of the listed entity including complaints related to

transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of

new/duplicate certificates, general meetings etc.

• Review of measures taken for effective exercise of voting rights by shareholders.

• Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

During the year, no complaints were received from shareholders. There are no balance complaints. The Company had no share transfers pending as on March 31, 2024.

19. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors, and Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 31, 2024. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non- Independent Directors was done by the Board excluding the Director being evaluated.

The policy inter aha provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment, and relationship with the stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its functions etc.

The Board carried out formal annual evaluation of its own performance and that of its Committees viz., the Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee (NRC). The Board also carried out the performance evaluation of all the individual directors including the Chairman of the Company. Additionally, NRC also carried out the evaluation of the performance of all the individual directors and Chairman of the Company. The performance evaluation was carried out by way of obtaining feedback from the Directors through a structured questionnaire prepared in accordance with the policy adopted by the Board and after taking into consideration the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India.

The feedback received from the Directors through the above questionnaire was reviewed by the Chairman of the Board and the Chairman of the NRC and then discussed the same at the meetings of the Board and NRC respectively. The performance evaluation of the Chairman. Whole Time Director and the Board as a whole was carried out by the Independent Directors at their separate meeting.

20. CORPORATE SOCIAL RESPONSTBTT JTY

The Company does not fall under the criteria laid under the provisions of Section 135 of the Act and rules framed there under. Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company.

21. AUDITORS:

i. Statutory Auditors:

The Board has re-appointed M/s DGMS & Co .Chartered Accountants, (FRN 0112187W), Chartered Accountants as the statutory auditors of the Company for 2^nd tenn of five consecutive years, from the conclusion of 18* Annual General Meeting till the conclusion of the 23^rd Annual General Meeting to be held in the year 2026, as approved by shareholders of the Company.

ii. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has M/s. JNG & Co. (Practicing Company Secretary) (FCS 7569) (CP No. 8108), Peer reviewed Finn to undertake the Secretarial Audit of the Company for the F.Y. 2023-2024 and F.Y. 2024-25. The Secretarial Audit Report for F.Y. 2023-2024 is annexed herewith as “Annexure II”.

iii. Cost Auditor:

Section 148 of the Companies Act, 2013 is not applicable to the Company.

iv. Internal Auditor:

The Board of Directors, based on the recoimnendation of the Audit Committee and pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has appointed M/s. B B Gusani and Associates., Chartered Accountants (FRN No. 140785W) as the Internal Auditors of your Company for the F.Y. 2023-2024 and F.Y. 2024-25. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from me to me.

22. AUDITORS REPORT:

The Statutory Auditors Report does not contain any qualifications, reservations or adverse remarks. Report of the Auditor is given as an Annexure, which forms part of this report.

Further Secretarial Auditors Report containing qualifications, reservations or adverse remarks. Report of the Secretarial Auditor is given as an Annexure - II, which fonns part of this report.

23. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:

The company disposed of its investment in Vaksons Metaplast Private Limited on March 31, 2024. Consequently, as on date, the company no longer lias any subsidiaries. Therefore, it is not required to prepare consolidated financial results for the year ended March 31, 2024.

24. VIGIL MECHANISM:

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy lias been uploaded on the website of the Company at https://www.nakslnnetals.com/

25. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made there under, the Board lias appointed M/s. B B Gusani And Associates., Chartered Accountants (Finn Registration Number: 140785W), as an Internal Auditors of the Company to check the internal controls and functioning of the activities and recoimnend ways of improvement. The Internal Audit is carried out quarterly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation lias been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

26. RISK ASSESSMENT AND MANAGEMENT:

Your Company lias been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. Your Company also takes all efforts to train its employees from time to time to handle and minimize these risks.

27. LISTING WITH STOCK EXCHANGES:

Naksh Precious Metals Limited (previously known as Vaksons Automobiles Limited) continues to be listed on BSE Limited under script code 539402. It lias paid the Annual Listing Fees for the year 2024-25 to BSE Limited.

28. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

29. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted policies which are available on its website https://www.nakslnnetals.coni/investor-relations.litnil

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

In view of the nature of activities carried on by the Company, the requirements for disclosure in respect of Conservation of Energy, Technology Absorption, in terms of the Companies (Accounts) Rules, 2014 are not applicable to the Company. However, the Company takes all possible efforts towards energy conservation. The requirement for disclosure with regard to technology absorption does not apply to the Company as the activity in which the Company operates does not require any technology. During the period under review the Company lias earned Foreign Exchange of ‘Nil and incurred the Foreign Exchange outgo of ‘Nil.

31. PARTICULARS OF LOANS. INVESTMENTS AND GUARANTEES:

Particulars of loans given, investments made, guarantees given and securities provided are provided in the financial statements.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. Thus Disclosure in form AOC-2 is not required. Further,

during the year, the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. All related party transactions are placed before the Audit Committee and Board for review and approval, if required. The details of the related party transactions as required under Indian Accounting Standard (Ind AS) 110 are set out in Note to the financial statements forming part of this Annual Report.

33. DEPOSITS:

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

34. PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company lias formulated and adopted the revised “Code of Conduct for Prevention of Insider Trading” (“the Insider Trading Code”). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the Company. During the year, the Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“the Code”) in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the Companys website https://www.nakslnnetals.com/

35. RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act during the FY were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Act. There were no materially significant transactions with the related parties during the FY which were in conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) lias been made in the notes to the Financial Statements.

36. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

37. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Coimnittee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013and an Internal Complaints Coimnittee has been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this policy. Policy is available on website of company at https://www.nakslnnetals.com/investor-relations.html

Your Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.

39. HUMAN RESOURCES:

Your Company considers people as its biggest assets and ‘Believing in People is at the heart of its human resource strategy. It lias put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership.

Your Company lias established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts it is ensuring that employees are aligned on coimnon objectives and have the right information on business evolution. Your Company strongly believes in fostering a culture of trust and mutual respect in all its employees seek to ensure that business world values and principles are understood by all and are the reference point in all people matters.

Statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Rules”), is annexed to this Annual Report.

The current workforce breakdown structure lias a good mix of employees at all levels. Your Board confirms that the remuneration is as per the remuneration policy of the Company.

40. CORPORATE GOVERNANCE:

Pursuant to SEBI (LODR) Regulations, 2015, the report on Corporate Governance during the period under review with the Certificate issued by M/s JNG and Co., Practicing Company Secretaries, on compliance in this regards forms part of this Annual Report as Annexure- VI.

41. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

ii. 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 that period.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2023-2024.

42. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below

a) The median remuneration of employees of the Company during the financial year is Rs. 180000

b) Percentage increase/decrease in the median remuneration of employees in the financial year 2023 -24 : NA

c) Number of permanent employees on the rolls of the Company as on March 31, 2024: 3 (Three).

d) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the Company.

e) There is no employee covered under the provisions of section 197(14) of the Companies Act, 2013.

There was no employee in the Company who drew remuneration of Rs. 1,00,00,000/ - per annum during the period under review. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.

43. INTERNAL FINANCIAL CONTROLS:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2023-2024.

44. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Companys objectives, projections, estimates and expectations may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

45. ACKNOWLEDGEMENTS:

Your directors would like to express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff and workers of the Company. The Directors express their gratitude towards each one of them.

Registered Office:	By order of the Board of Directors
105, 1st Floor, Barodia Tower, Plot No 12,	FOR, NAKSH PRECIOUS METALS LIMITED
D Block, Central Market, Prashant Viliar, New Delhi -110085, Delhi, India	(Formerly known as Vaksons Automobiles Limited)
Tel: 130-2218572
CIN: L32111DL2003PLC119052	S/d/-
Website: lUtDs://\vww. nakshmctals.com/	Mrs. Sneha Vispute
Email: info Vv nakshmctals.com	(Chairman & Managing Director)
	DIN: 09693252
	New Delhi, Tuesday, July 30, 2024