Naman In-Store (India) Ltd Directors Report

To,

Members

Naman In-Store (India) Limited

The Board of Directors of the Company (hereinafter referred as the "Board") are pleased to present the Companys Annual Report on the business & operations of the Company, together with Audited Financial Statement for the financial year ended 31st March 2024 (hereinafter referred as the "Financial Year" or "Year Under Review").

Financial Summary and Highlights

The Companys financial performance for the year ended 31st March 2024, is abridged as follow:

Amount in Lakhs (Rs.)

Particulars	Year ended 31st March 2024	Year ended 31st March 2023
Revenue from operation	14,474.40	14,984.57
Other income	12.55	8.93
Total expenses	12,371.23	13,876.90
Profit Before Interest and Depreciation	2,115.72	1,116.61
Finance Costs	428.03	310.43
Depreciation	388.96	234.97
Profit Before Taxation and exceptional items	1,298.73	571.21
Less: Exceptional Items	65.77	0.41
Profit before tax	1,232.96	570.80
Less: Current Tax	337.22	125.48
Less: Deferred Tax	(31.47)	20.29
Less: Prior year tax adjustments	0.01	(10.44)
Profit For the Year After Tax	927.20	435.46
Earnings Per Share (Pre-Bonus) (Face Value of Shares is Rs.10/-)
Basic	11.99	31.10
Diluted	11.99	31.10
Earnings Per Share (Post Bonus) Face Value of Shares is Rs.10/-)
Basic	11.99	5.66
Diluted	11.99	5.66

During the year the Company has generated revenue from the operations of Rs. 14,474.40 Lakhs compared to last previous financial year of Rs. 14,984.57 Lakhs (Including other Income) and earned net profit after tax Rs. 927.20 Lakhs as compared with the corresponding figures in the previous year of Rs. 435.46 Lakhs.

Dividend

Considering the future expansion plan and fund requirements, your directors consider it prudent not to declare the dividend for financial year 2023-24.

Transfer to Reserves

During the financial year under review, your Company has a profit of Rs. 927.20 Lakhs, and such amount is proposed to be transferred to the Profit & Loss Account under the head Reserves & Surplus.

Change in nature of Business

During the financial year under review, there was no change in the nature of business of the Company.

Share Capital

• Authorised Share Capital

During the financial year under review, the Company has increased the authorised share capital from Rs.1,50,00,000/- (Rupees One Crore Fifty Lakhs only) to Rs. 11,00,00,000/- (Rupees Eleven Crores only) vide passing ordinary resolution at Annual General Meeting (hereinafter referred as the "AGM") of the Company held on 30th September 2023. Hence the authorised share capital of the Company as of 31st March 2024 was Rs. 11,00,00,000/- (Rupees Eleven Crores only) consisting of 1,10,00,000 (One Crore and Ten Lakhs) equity shares of Rs.10/- (Rupees Ten only) each.

• Issued, Subscribed and Paid-up Share Capital

During the financial year under review, following are the changes occurred, in the Issued, Subscribed and Paid-up

Share Capital of the Company:

• The Company has issued 63,00,000 (Sixty Three Lakhs) fully paid Bonus shares having face value Rs. 10/- (Rupees Ten each) from the amount standing to the credit balance of Profit and Loss account under the head Reserves and Surplus, to the existing shareholders, holding equity shares of the Company in proportion to of nine (9) fully paid shares for every two (2) held to person whose names are mentioned in the Register of Members as on prescribed record date.

• The Company has issued and allotted 28,48,000 (Twenty-Eight Lakhs Forty-Eight Thousand) equity shares of Rs.10/- (Rupees Ten only) each at Rs. 89/- (Rupees Eighty-Nine only) per share (including securities premium of Rs.79/- (Rupees Seventy-Nine Only) under Initial Public Offer ("IPO") as approved with regulatory authority and with the stock exchange viz. National Stock Exchange of India Limited at Emerge platform ("NSE Emerge") and approved in the board meeting dated 28th March 2024.

The Issued, Subscribed and Paid-up equity share capital of the Company is Rs. 10,54,80,000/- (Rupees Ten Crore Fifty Lakhs and Eighty Thounsand Only) divided into 1,05,48,000 equity shares of Rs.10/-(Rupees Ten Only) each as of 31st March 2024.

Management Discussion and Analysis Report

Pursuant to Regulation 34 & Schedule V Para B of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (hereinafter referred as "SEBI LODR, 2015" or "Listing Regulations") Managements Discussion and Analysis Report, for the financial year under review, is presented in as separate section forming part of this Board Report, is attached as Annexure I.

Initial Public Offer

The Company raised Rs. 25,34,72,000/- (Rupees Twenty Five Crore Thirty Four Lakhs Seventy Two Thousand only) from the primary capital market through an Initial Public Offer ("IPO") of equity shares of Rs. 10/- (Rupees Ten only) each at a premium of Rs. 79/- (Rupees Seventy-Nine only) each. The equity shares of the Company were listed on the NSE Emerge Platform on 2nd April 2024. The Funds received pursuant to IPO, shall be utilised towards the objects stated in the Prospectus.

The Summary of the objects stated in the Prospectus:

(Rs. In Lakhs)

Particulars	Amount	% of Net Proceeds*
Funding capital expenditure of our Company to acquire land on leasehold basis at Butibori, MIDC Industrial area Nagpur, Maharashtra and proposes to shift the existing manufacturing facilities of the Company	466.83	20.43
Construction of Factory Building	1217.89	53.31
General Corporate Purpose	600.00	26.26
Total	2284.72	100

*Net proceeds is the proceeds of the issue less the expenses related to issue amounting Rs. 250 Lakhs.

Adoption and Alteration in Memorandum of Association and Articles of Association

The Company had adopted new set of Memorandum of Association and Articles of Association upon conversion from ‘Private Company into ‘Public Company. The Company has also made Alteration in the Capital, Clause V of the Memorandum of Association of the Company by way of increasing its authorised share capital in accordance with the provisions of Companies Act, 2013 (hereinafter referred to as "the Act") AGM held on 30th September 2023 respectively.

Conversion from Private Limited to Public Limited

During the year under review, the members of the Company at the AGM held on 30th September 2023 had approved the Conversion of Private Limited to Public Limited, pursuant into approval of the Central Government signifying in writing and certificate of conversion issued by Registrar of Companies, Mumbai Dated 25th October 2023 pursuant to which the status of the Company had converted from ‘Private Company into ‘Public Company and name of the Company had been changed from Naman In-Store (India) Private Limited to Naman In-Store (India) Limited.

Particulars of Employee

In terms of section 197 of the Act read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures with respect to the remuneration of Directors, Key Managerial Personnel and employees of the Company, forming the part of this annual report are attached as Annexure II to this Boards Report. Further, statement containing details of employees as required in terms of section 197 of the Act read with rule 5(2) and rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Directors and Key Managerial Personnel

The Board comprises of Ten (10) directors of which Four (4) are Whole Time Directors; One (1) is Chairman & Managing Director; Five (5) are Independent Directors as on March 31, 2024, who brings in a wide range of skills, expertise and experience to the Board.

During the financial year 2023-2024 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified; to hold office as director disqualified as per provision of Section 164(2) of the Companies Act, 2013 and debarred from holding the office of a Director pursuant to any order of the SEBI or any such authority in terms of SEBIs Circular No. LIST/COMP/14/2018-19 dated 20th June 2018 on the subject "Enforcement of SEBI orders regarding appointment of Directors by Listed Companies"

The Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI LODR, 2015.

• Composition of the Board as on 31 March 2024

DIN	Name of Director	Category of Directors
03093108	Raju Mathuradas Paleja	Chairman & Managing Director
07223478	Jay Jitendra Shah	Whole Time Director
08768092	Foram Rupin Desai	Whole Time Director
08881850	Abdul Shahid Shaikh	Whole Time Director
08881884	Mehul Dipakbhai Naik	Whole Time Director
03010112	Anand Sawroop Khanna	Independent Director
09177225	Sudhir Vasant Soundalgekar	Independent Director
10377985	Harshangiben Pravinsinh Solanki	Women Independent Director
07425193	Niraj Omprakash Seth	Independent Director
10303831	Feni Jay Shah	Women Independent Director

Based on the confirmation received by the Company, none of the Directors are disqualified to be appointed/ re-appointed directors in terms of section 164 of the Act.

• During the year following changes took place in the Board of Directors/ KMP of the Company.

Sr. No	Name of Director/ KMP	Designation	Type of Change	Date of Change	Date of Regularization
1	Raju Mathuradas Paleja	Managing Director	Appointment cum Change in Designation from Director to Managing Director	08th November 2023	08th November 2023
2	Jay Jitendra Shah	Whole Time Director	Appointment cum Change in Designation from Director to Wholetime Director	24th November 2023	24th November 2023
3	Foram Rupin Desai	Whole Time Director	Appointment cum Change in Designation from Director to Wholetime Director	24th November 2023	24th November 2023
4	Abdul Shahid Shaikh	Whole Time Director	Appointment cum Change in Designation from Director to Wholetime Director	24th November 2023	24th November 2023
5	Mehul Dipakbhai Naik	Whole Time Director	Appointment cum Change in Designation from Director to Wholetime Director	24th November 2023	24th November 2023
6	Trupti Ketan Gothankar	Chief Financial Officer	Appointment	08th November 2023	N.A.
7	Feni Jay Shah	Independent Director	Appointment	08th November 2023	08th November 2023
8	Niraj Omprakash Seth	Independent Director	Appointment	08th November 2023	08th November 2023
9	Ritik Sunil Madnani	Company Secretary & Compliance Officer	Appointment	14th November, 2023	N.A.
10	Harshangiben Pravinsinh Solanki	Independent Director	Appointment	24th November, 2023	24th November, 2023
11	Sudhir Vasant Soundalgekar	Independent Director	Appointment	12th February, 2024	12th February, 2024

• Declaration from Independent Directors on an Annual Basis

The Company has received declarations from all Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under section 149(6) of the Act and under regulation 16(1) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.. There has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied with the integrity, expertise, and experience (including proficiency in terms of section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

The names of all the Independent Directors of the Company have been included in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of section 150 of the Act read with rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014 as per the Ministry of Corporate Affairs Notification dated October 22, 2019.

• Retirement of Director by Rotation

In accordance with the provisions of section 152(6) of the Act, and Articles of Association of the Company, Ms. Foram Rupin Desai and Abdul Shahid Shaikh, Whole Time Directors of the Company are liable to retire by rotation, has offered themselves for re-appointment at the ensuing AGM of the Company. A resolution for their reappointment is being proposed at the Annual General Meeting.

A detailed profile of Foram Rupin Desai and Abdul Shahid Shaikh , Whole Time Director along with additional information required under regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the AGM.

• Number of Board Meetings

During the financial year under the review, 21 meetings of the board of directors of the Company were held.

Sr. No.	Date of Meeting	No. of Directors Entitled to attend the Meeting	No. of Directors present at the Meeting
1	23.05.2023	6	6
2	07.07.2023	6	6
3	27.07.2023	6	6
4	20.08.2023	6	6
5	12.09.2023	6	6
6	28.09.2023	6	6
7	04.10.2023	6	6
8	20.10.2023	6	6
9	14.10.2023	6	6
10	08.11.2023	6	6
11	14.11.2023	8	8
12	20.11.2023	8	8
13	23.11.2023	8	8
14	24.11.2023	8	8
15	27.11.2023	9	9
16	11.12.2023	9	9
17	12.02.2023	9	9
18	16.03.2023	10	10
19	21.03.2024	10	10
20	28.03.2024	10	10
21	28.03.2024	10	10

• Attendance of Directors in the Meeting

Name	Category	No. of Board Meetings Attended during the Financial Year
Raju Mathuradas Paleja	Chairman Managing Director	21
Jay Jitendra Shah	Whole Time Director	21
Foram Rupin Desai	Whole Time Director	21
Abdul Shahid Shaikh	Whole Time Director	21
Mehul Dipakbhai Naik	Whole Time Director	21
Anand Sawroop Khanna	Independent Director	21
Sudhir Vasant Soundalgekar	Independent Director	4
Harshangiben Pravinsinh Solanki	Independent Director	7
Niraj Omprakash Seth	Independent Director	11
Feni Jay Shah	Independent Director	11

Committees of the Board

• Audit Committee

The primary role of the Audit Committee includes overseeing the financial reporting process, ensuring the accuracy and credibility of financial statements, reviewing the appointment and remuneration of auditors, monitoring related party transactions, and assessing internal controls and risk management systems. The Committee also scrutinizes inter-corporate loans, evaluates internal audit functions, and ensures compliance with legal requirements related to financial statements. The Company Secretary of the Company is also the secretary of the Audit Committee.

The terms of reference in brief for Audit Committee can be accessed via: https://www.namaninstore.com/investor.php

The Audit Committee was constituted on 8th November 2023 since, there is no change in the Composition, following is the Composition of the Committee as on 31st March 2024:

Name of the Committee members	Position in the Committee	No. of Meeting Attended	No. of Meeting Entitled to Attend
Feni Jay Shah	Chairperson	4	4
Niraj Omprakash Seth	Member	4	4
Foram Rupin Desai	Member	4	4

During the Financial Year, the Audit Committee meeting was held on 14.11.2023, 20.11.2023, 23.11.2023 and 15.03.2024.

• Nomination and Remuneration Committee

The Company had formulated Nomination and Remuneration Committee ("NRC") as per provisions of the Companies Act, 2013 and the SEBI LODR, 2015, the NRC plays a critical role in shaping the governance and leadership structure of the company, ensuring that the right individuals are in key positions and that their compensation aligns with both company goals and regulatory standards. The Company Secretary of the Company is also the secretary of the Nomination and Remuneration Committee.

The terms of reference in brief for Nomination and Remuneration Committee can be accessed via: https://www. namaninstore.com/investor.php

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178. The Policy is available on the website of the Company: https://www.namaninstore.com/investor.php

The Nomination and Remuneration Committee was constituted on 14th November 2023 since then there is no change in the Composition, following is the Composition of the Committee as on 31st March 2024:

Name of the Directors	Position in the Committee	No. of Meeting Attended	No. of Meeting Entitled to Attend
Feni Jay Shah	Chairperson	3	3
Niraj Omprakash Seth	Member	3	3
Anand Sawroop Khanna	Member	3	3

During the Financial Year, the Nomination and Remuneration Committee meeting were held on 14.11.2023, 24.11.2023 and 08.02.2024.

• Stakeholder Relationship Committee

The Stakeholder Relationship Committee is a board-level committee responsible for overseeing and resolving the concerns of shareholders, investors, and other stakeholders. Its key functions include handling grievances related to share transfers, dividends, and investor services, ensuring compliance with relevant laws, and maintaining effective communication between the company and its stakeholders. The Committee was constituted... Relationship Committee was constituted on 24th November 2023 since then there is no change in the Composition, following is the Composition of the Committee as on 31st March 2024:

Name of the Directors	Position in the Committee	No. of Meeting Attended	No. of Meeting Entitled to Attend
Feni Jay Shah	Chairperson	1	1
Niraj Omprakash Seth	Member	1	1
Anand Sawroop Khanna	Member	1	1
Raju Mathuradas Paleja	Member	1	1

The terms of reference in brief for Stakeholder Relationship Committee can be accessed via: https://www.namaninstore. com/investor.php.

This Committee specifically looks into the grievances of equity shareholders of the Company.

During the financial year, the Stakeholder Relationship Committee meeting was held on 28.03.2024.

• Corporate Social Responsibility Committee

This policy sets out the Companys commitment and approach towards Corporate Social Responsibility is based on our philosophy of always acting in the interest of others be it our clients, employees, or society. The Company is committed to society for improving the quality of life of the communities we serve. The Company intends to be a significant contributor to CSR initiatives by devising, implementing, and contributing to projects focused on education, enhancement of livelihood, equality, environmental sustainability, and socio-cultural development in the areas where it operates.

The Corporate Social Responsibility Committee was constituted on 24th November 2023 since then there is no change in the Composition, following is the Composition of the Corporate Social Responsibility Committee as on 31st March 2024:

Name of the Directors	Designation	No. of Meeting Attended	No. of Meeting Entitled to Attend
Niraj Omprakash Seth	Chairperson	2	2
Anand Sawroop Khanna	Member	2	2
Raju Mathuradas Paleja	Member	2	2

During the Financial Year, the Corporate Social Responsibility Committee meeting were held on 24.11.2023 and 31.03.2024.

Formal annual evaluation of the performance of the Board, its Committees and Directors

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the annual performance evaluation of its performance, the Directors individually as well as working of its Audit, Nomination and Remuneration and Stakeholders Relationship Committee. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specified duties, obligations and governance. The exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company etc. The Independent Directors of the Company met on March 28, 2023 without the presence of Non Independent Directors and members of the management to review the performance of Non Independent Directors and the Board of Directors as a whole; to review the performance of the Chairman and Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance of the Board and its Committees were found satisfactory and in line with the expectations of the Company.

Corporate Social Responsibility

The CSR Amount spent is approved and recommended by the Corporate Social Responsibility Committee, as per the Corporate Social Responsibility Policy of the Company. A Report on Corporate Social Responsibility are attached as Annexure III to this Board Report.

The Chief Financial Officer of the Company has certified that the funds disbursed have been utilized for the purpose and in the manner approved by the Board for FY 2024.

Directors Responsibility Statement

As required under section 134(5) of the Act, for the financial year ended on March 31, 2024, the Directors hereby confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(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 this Act 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, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Prevention of Sexual Harassment of Women at Workplace

The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company had set up the Internal Complaints Committee ("ICC") to redress complaints received regarding sexual harassment.

During the financial year under review, no complaint was received by the Company.

Particulars of Loan, Guarantee or Investments

As on 31st March 2024, the Company had investment in the unquoted equity shares of The Cosmos Co-op. Bank Limited, the details of the same are provided in the financials statement of the Company. With the exception of aforementioned information, including the financial statements, there are no loans or guarantees or investments made by the Company as per section 186 of the Act.

Deposits

The Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Thus, the Board states that no disclosure was required in respect of the details relating to deposits covered under Chapter V of the Companies Act, 2013.

However, the Company has receipts of money which are covered under the exemption of deposits under Companies (Acceptance of Deposits) Rules, 2014, and the same is also disclosed in the e-form DPT-3 for the financial year 2023-24.

Transfer of Amounts to the Investors Education and Protection Fund

The Company does not have any funds lying unpaid or unclaimed for seven years. Therefore, no funds were required to be transferred to Investors Education Protection Fund till the date of this Report.

Particulars of Contract or Arrangements with Related Parties

During the year under review, all transactions/contracts/arrangements of the nature as specified in section 188(1) entered during the financial year were in the ordinary course of the business and on arms length basis.

The disclosure of particulars of contracts/arrangements entered by the Company with related parties referred to in section 188 of the Companies Act, 2013 are attached as Annexure III to this Board Report in Form AOC-2.

Employee Stock Option

During the financial year the Company has not issued any stock option to its employees.

Subsidiary, Joint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint Venture or Associate Company, since the Company has no Subsidiaries, Associates or Joint Venture Companies, it does not require providing Consolidated Financial Statements.

Investor Complaints and Compliance

The Company received nil investor complaints during the financial year and the same was submitted to NSE Emerge under the SEBI LODR , 2015.

Provision of Financial Assistance to The Employees of the Company for the Purchase of Its own Shares

The Company has not provided any financial assistance to its employees as per section 67 of the Act.

Risk Management Framework

The Company has laid down a well-defined Risk Management framework covering risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non- business risk. The Board of Directors of the Company periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

Secretarial Standards

During the year under review, the Company has complied with the applicable secretarial standards issued by the Institute of Company Secretaries of India ("ICSI").

Statutory Auditor

M/s N. D. Shah and Associates, Chartered Accountants (Firm Registration No. 115535W) previous Statutory Auditor of the Company had resigned on 1st October 2023 due to their pre-occupation in other assignment. The Board had appointed M/s Rushabh Davda & Associates, Chartered Accountant (Firm Registration No. 156559W) as Statutory Auditors of the Company for a period of one (1) year, to fill the Casual Vacancy and the same was ratified by the Members of the Company at the Extra Ordinary General Meeting held on 10th October, 2023, at a remuneration mutually agreed upon by the Board and the Statutory Auditors. Further M/s Rushabh Davda & Associates, Chartered Accountant (Firm Registration No. 156559W) have confirmed their eligibility and qualifications required under the Act for holding office as statutory auditor of the Company. The statutory auditor shall hold the office till the Conclusion of the Annual General Meeting to be held in the year 2024 and is eligible for appointment for period of 5 years at the ensuing AGM of the Company.

The Statutory Auditors Report forms part of the Annual Report. There is no audit qualification, reservation or adverse remark for the financial year under review.

Internal Financial Control and Adequacy

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The internal control system is in place with respect to its financial statement which provides reasonable assurance regarding reliability of financial reporting and the preparation of financial statements. Procedures and controls are reviewed periodically.

Disclosure of Accounting Treatment

The financial statement of the Company for financial year 2023-24 have been prepared with accounting policies generally accepted in India (Indian GAAP). These financial statements have been prepared to comply in all material respects specified under section 133 of the Companies Act, 2013 read with rule 7 of the Companies (Accounts) Rules, 2014 and Companies (Accounting Standards) Rules, 2021 as amended from time to time.

Maintenance of Cost Records

The maintenance of Cost Records as specified by the Central Government under section 148(1) of the Act is not applicable to the Company as the company does not fall under any of the category prescribed under section 148(1) of Act. Hence, the maintenance of the cost records as specified by the Central Government under section 148(1) of the Act is not required and accordingly, such accounts and records are not made and maintained. Hence, the Company has not appointed any Cost Auditor during the financial year.

Reporting of Fraud by Auditor

During the financial year under review, the statutory auditors have not reported any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report, as per section 143 (12) of the Companies Act, 2013.

Compliance with the Code of Conduct and Ethics

In compliance with the Listing Regulations and Act, the Company has framed and adopted a code of conduct and ethics ("The Code"). The Code applies to the members of the Board, the executive officers and all the employees of the Company. All the members of the Board and Senior Management Personnel have affirmed compliance to the code for the financial year ended on March 31, 2024.

Prevention of Insider Trading

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("SEBI PIT Regulations 2015") and amendments thereto, the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by its designated person and other connected person and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information ("UPSI"). The trading window is closed during the time of declaration of results and occurrence of any material events as per the code. The same is available on the Companys website and can be accessed through web link.

Further, as per the provisions of regulation 3 of SEBI PIT Regulations 2015 the structured digital database ("SDD") is maintained by the Company in the Prohibition of Insider Trading Archive Compliance Software for the purpose of maintaining record of UPSI shared with various parties on need to know basis for legitimate purposes with date and time stamp containing all the requisite information that needs to be captured in SDD.

Whistle Blower Policy/ Vigil Mechanism

Pursuant to the provisions of section 177 (9) & (10) of the Act read with rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI LODR, 2015, the Company has in place a Whistle Blower Policy, which provides for a framework to report the genuine concerns against the suspected or confirmed fraudulent activities, allegations of corruption, violation of the Companys Code of Conduct. The Company will provide adequate safeguards against victimization of persons who use this mechanism. Such persons shall have direct access to the Chairman of the Audit Committee when appropriate.

During the financial year under the review, there were no complaints received by the Chairman of the Audit Committee. Material Changes Affecting the Financial Position of the Company after the close of the Financial Year Initial Public Offer

The Company made an IPO during the financial year 2023-24, the IPO was successfully subscribed, and the shares of the Company were listed on NSE Emerge. The Company received listing and trading approval on 1st April 2024. The offer size under IPO was 2534.72 Lakhs, that is 28,48,000 number of shares of Rs. 10/- (Rupees Ten only) each at a premium of 79/- (Rupees Seventy Nine only) per Equity Share. Since the IPO has just been completed in the past six months the management of the Company is exploring the best suitable opportunity to utilize the funds raised from the IPO, to achieve maximum Return on Investment from the IPO funds so utilized and maximize the expedition of the Company for expansion and diversification.

Increase in Authorised Share Capital

The Board at its Meeting held on 19th August 2024 approved to increase the existing authorised share capital of the Company from Rs. 11,00,00,000/- (Rupees Eleven Crores only) divided into 1,10,00,000 (One Crore and Ten Lakh) Equity Shares of Face Value of Rs. 10/- (Rupee Ten only) each to Rs. 15,00,00,000/- (Rupees Fifteen Crore only) divided into 1,50,00,000 (One Crore and Fifty Lakh) Equity shares of Face Value of Rs. 10/- (Rupee Ten only) each by the creation of additional 40,00,000 (Forty Lakh) Equity Shares of Rs.10/- (Rupee Ten only) each and alteration in the Capital Clause of Memorandum of Association, subject to necessary approval of the shareholders at the proposed Extra Ordinary General Meeting of the Company to be held on 12th September 2024.

Fund Raising by way of preferential issue

The Board at its Meeting held on 19th August 2024 had approved to raise the funds by way of preferential allotment cum private placement as per section 42, 62(1)(c) of the Companies Act, 2013, read with rule 13 of the Companies (Share Capital and Debentures) Rules, 2014, Chapter V of SEBI (Issue of Capital Disclosure Requirements) Regulations, 2018 ("SEBI ICDR"), and other applicable provisions, if any.

The proposed funds raised from preferential allotment are intended to be utilized for working capital requirements, general corporate purposes, and other strategic initiatives to enhance the companys growth and operational efficiency.

The proposed issue size is 25,17,980 equity shares at an issue price of Rs. 139/- (Rupees One Hundred and Thirty- Nine) per share including securities premium, aggregating to a consideration upto Rs. 34,99,99,220/- (Rupees Thirty- Four Crore and Ninety-Nine lakhs Ninety-Nine Thousand Two hundred and Twenty only), on a preferential allotment basis in accordance with the SEBI ICDR Regulations and subject to necessary approval of the shareholders at the proposed Extra Ordinary General Meeting of the Company to be held on 12th September 2024.

Proposed Variation in the objects of the prospectus

In pursuant to section 27 of the Companies Act, 2013 (the "Act") and other applicable provisions, if any read with rule 32 of the Companies (Incorporation) Rules, 2014 and rule 7 of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The Board at its Meeting held on i.e. on 27th August 2024, has approved varying the terms of the contract or objects in the prospectus. The Board has proposed to alter the object(s) for which the prospectus of the Company dated 28th March 2024 ("the Prospectus") was issued in connection with issue size of 28,48,000 (Twenty-Eight Lakhs Forty-Eight Thousand) Equity Shares of Rs. 10/- (Rupees Ten only) aggregating to Rs. 25,34,72,000/- (Twenty-Five Crore Thirty-Four Lakhs Seventy-Two Thousand only) by way of IPO.

The prospectus of the Company has objects to utilize the proposed funds as capital expenditure to acquire land on leasehold basis at Butibori, MIDC industrial area, Nagpur, Maharashtra and proposes to shift the companys existing manufacturing facilities and fund the construction of factory building. However, your company has not utilized IPO funds to address the aforementioned objectives as per the prospectus.

The management of the Company, after making a detailed market analysis has identified better option to purchase the land situated at Gat No. 18/2, 31, 32, 33, 34/1, 34/2, 35, 36/1, Village Chambale, Taluka Wada, Dist. Palghar, Maharashtra 421312. Further, the management proposed to gradually shift its existing manufacturing facilities located at Vasai in Maharashtra to Taluka Wada, Palghar, Maharashtra subject to necessary approval of the shareholders of the Company at the proposed Annual General Meeting of the Company to be held on 27th September 2024.

Details of Significant & Material Orders Passed by the Regulators or Courts or Tribunal

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

Particulars of Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

The details of the conservation of energy, technology absorption, foreign exchange earnings, and outgo are as follows:

• Conservation of Energy

The Companys operations are involved in manufacturing process and are energy-intensive and the Company have taken adequate steps to conserve its energy consumption.

• Technology Absorption

Operations of the Company involves the market grade, industrial machinery and equipment and is at par with the current dated technology, as such the Company do not involve any kind of special technology and there was no expenditure on research & development during this financial year.

• Foreign Exchange Earnings and outgo

The Foreign Exchange earnings and outgo during the financial period ended 31st March 2024 is as follows:

Particulars	As on 31st March, 2024 (In Rs.)	As on 31st March, 2023 (In Rs.)
Foreign Exchange Earnings	32,94,973	-
Foreign Exchange Outgo	41,70,647	-

Corporate Governance Report

In accordance with regulation 15(2) of SEBI LODR, 2015, the requirement of compliance with respect to specified Corporate Governance provisions are not applicable to the Company, as the Company has been listed on the SME exchange at NSE Emerge with effect from April 02, 2024.

Disclosures as per Schedule V Para A (2A) of the SEBI (LODR) Regulations, 2015

In accordance with regulation 34(3) read with Schedule V Para A (2A) of the SEBI LODR, 2015 the additional disclosure relating to disclosure of transactions of the listed entity with any person or entity belonging to the promoter/ promoter group which holds 10% or more shareholding in the Company are provided in the financial statements of the Company.

Annual Return

Pursuant to section 92(3) read with section 134(3) of the Act, the Annual Return is available on the Companys website and can be accessed at https://www.namaninstore.com once the same is filed with the Ministry of Corporate Affairs. The Annual Return as prescribed under the Act will be filed with the Registrar of Companies which will be available in the public domain on the website of the Ministry of Corporate Affairs i.e. www.mca.gov.in. Further, a copy of the annual return is available for inspection at the registered office of the Company on all working days, during business hours.

Enhancing Shareholders Value

Your Company believes that its members are among its most important stakeholders. Accordingly, your Companys operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

Credit Rating

During the period under review, there was no credit rating has been revised and no new credit rating has been obtained by the Company.

Disclosure of Proceedings Pending or Application Made Under Insolvency and Bankruptcy Code, 2016 ("IBC")

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the Company itself under the IBC before the National Company Law Tribunal (NCLT).

Disclosure of Reason for Difference Between Valuation Done at the time of taking Loan from Bank and at the time of one time Settlement

There was no instance of one-time settlement with any Bank or Financial Institution.

Acknowledgment

Your Board of Directors take this opportunity to express their appreciation to all stakeholders of the Company including the Ministry of Corporate Affairs, Securities and Exchange Board of India, the Government of India, National Stock Exchange of India Limited and other Regulatory Authorities, Bankers, Lenders, Financial Institutions, Members, Credit Rating agencies, Customers of the Company for their continued support and trust. Your directors would like to express deep appreciation for the commitment shown by the employees in supporting the Company in achieving continued robust performance on all fronts. In closing, we would like to thank all the investors as well as the communities we operate in who have reposed their trust in us and supported us in our journey.

For and Behalf of Directors of Naman In-Store (India) Limited
Sd/-	Sd/-
Raju Mathuradas Paleja	Foram Rupin Desai
Managing Director	Whole Time Director
DIN: 03093108	DIN:08768092
Date: 27.08.2024
Place: Vasai