Naman In-Store (India) Ltd Directors Report

To,

The Members,

Naman In-Store (India) Limited

Your Board of Directors (hereinafter referred as the "Board") is pleased to present the 15th Annual Report on the business and operations of the Company, together with Audited Financial Statements of Naman In-Store (India) Limited(" Company") for the Financial Year ended 31st March 2025 (hereinafter referred as the "Financial Year" or "Year under Review").

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The salient features of the Companys financial results compared to the previous financial year is abridged as follows:

Amount in INR. Lakhs

Particulars	Year ended	Year ended
	31st March 2025	31st March 2024
Revenue from operation	15,562.86	14,474.40
Other Income	149.85	12.55
Profit Before Interest and Depreciation	1621.77	2115.72
Finance Costs	375.72	428.03
Depreciation	396.02	388.96
Profit Before Taxation and exceptionalitems	850.03	1298.73
Less: Exceptional Items	-	65.77
Profit before tax	850.03	1232.96
Less: Current Tax	259.09	337.22
Less: Deferred Tax	(39.01)	(31.47)
Less: Prior year tax adjustments	1.99	0.01
Profit For the Year After Tax	627.95	927.20
Earnings Per Share (Pre-Bonus) (Face Value of Shares is INR.10/-)
Basic	5.34	11.99
Diluted	5.34	11.99
Earnings Per Share (Post Bonus) Face Value of Shares is INR.10/-)
Basic	5.34	11.99
Diluted	5.34	11.99

The aforesaid financial summary is based on the Standalone Audited Financial Statements of the Financial Year ended 31st March 2025 prepared in accordance with the Generally Accepted Accounting Principles (GAAP) in India under the historical cost convention on an accrual basis. These financial statements to comply in all material aspects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2021, specified under Section 133 and other relevant provisions of the Companies

2. STATE OF COMPANYS AFFAIRS

Naman In-store (India) Limited is one of the Indias prominent display and retail furniture and fixture company with a broad spectrum of offerings and in-store solutions to various industries During the year the Company has generated revenue from the operations of INR. 15,562.86 Lakhs compared to previous year of INR. 14,474.40 Lakhs and earned net profit after tax INR. 627.95 Lakhs as compared with the corresponding figures in the previous year of INR. 927.20 Lakhs.

3. CHANGE IN NATURE OF BUSINESS, IF ANY

During the financialyear under review, there has been no change in the nature of the business of the company.

4. TRANSFER TO RESERVES or year ended March 31, 2025, to Reserves. f YourCompanyhasnottransferredtheprofits

Considering the future expansion plan and fund requirements, your directors consider it prudent not to declare the dividend for Financial Year 2024-25.

6. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There were no funds required to be transferred to the Investor Education and Protection Fund (IEPF).

7. SHARE CAPITAL

Authorised Share Capital

During the Financial Year, the authorised share capital of the company has been increased from INR. 11,00,00,000/- (Indian Rupees Eleven Crores only) consisting of 1,10,00,000 (One Crore and Ten Lakhs) equity shares of INR. 10/- (Indian Rupees Ten only) each to INR. 15,00,00,000/- (Indian Rupees Fifteen Crores only) consisting (One Crore and Fifty Lakhs) equity shares of INR.10/- (Indian Rupees Ten only) each.

As on 31st March 2025, the Authorised Capital of the Company is INR. 15,00,00,000/- (Indian Rupees Fifteen Crores only) consisting of 1,50,00,000 (One Crore and Fifty Lakhs) equity shares of INR.10/

Issued, Subscribed and Paid-up Share Capital

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 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 stated in the Prospectus.

The Board further like to appraise that in the last Annual General Meeting held on 27 th September 2024, the Shareholders of the Company has approved the variation in terms of objects as stated in the prospectus. The revised objects are as under:

Modified Objects	Revised Allocated Amount (Rs. Lakhs)	Amount 31st March 2025 (Rs. Lakhs)	Amount Unutilized till 31 st March 2025 (Rs. Lakhs)
Funding of Capital Expinditure for purchase of land for setting up a new Manufacturing/ Factory Unit in Gat No. 18/2, 31, 32, 33, 34/1, 34/2, 35, 36/1, Village Chambale, Taluka Wada, Dist. Palghar, Maharashtra: 421312	549.03	549.03	-
Construction Chambale, Taluka Wada	1113.79	-	1113.79
Stamp Duty, Registration & Other Statutory Expenses	37.18	37.18	-
General Corporate Purpose	584.72	584.72	-
Public Issue Expenses	250	250	-

Preferential Issue:

During the Financial Year, the Company has issued and allotted 25,17,980 (Twenty-Five Lakhs Seventeen Thousand Nine Hundred Eighty) fully paid-up Equity Shares of the company having face value of INR.10/- (Indian Rupees Ten only) each at INR. 139/- (Indian Rupees One Thirty - Nine only) per share (including securities premium of INR.129/- (Indian Rupees Twenty-Nine Only) per Equity Shares, aggregating to INR. 34,99,99,220/- (Indian Rupees Thirty - Four Crores Ninety-Nine Lakhs Ninety- Nine Thousands Two Hundred Twenty only) under Preferential Issue as approved by Regulatory Authorityandfiledwiththe NationalStock Exchange of India Limited at Emerge Exchangeviz. platform ("NSE Emerge"). ed: allott GivenbelowistheDetailsoftheEquitySharesissuedand

Name of the Investor	Number of Shares Issued & Allotted	Consideration(Rs.)	Date Of Allotment	% of total Shareholding post allotment
Ashish Rameshchandra Kacholia	10,79,135	14,99,99,765/-	7th October 2024	8.26%
RBA Finance & Investment Co	10,79,135	14,99,99,765/-	7th October 2024	8.26%
Ramakrishnan Ramamurthi	3,59,710	4,99,99,690/-	7th October 2024	2.75%

The object of the proceeds of the Preferential Issue is as under:

Particulars	Amount in Lakhs	Amount Utilized till 31 st March 2025
General Corporate Purpose	Rs.850/-	Rs.850/-
Working Capital	Rs.2649.99/-	Rs.1650/-

Employee Stock Option Scheme ("ESOS"):

The Board of Directors of the Company in their meeting held on 7th March 2025 has considered and approved the Employee Stock Option Scheme to create, offer, issue, and allot in one or more tranches under the said ESOS Scheme at any time to or for the benefit of Eligible Employees (as defined under the ESOS Scheme) of the Company 7,00,000 (Seven Lakhs) Options exercisable into equal number of Equity Shares in the Company ("Pool of Options" or "ESOS

Pool". The Shareholders approval for the same was obtained through postal ballot on 12th April 2025. As on the date of this report the Company has applied for the In-principle Approval of the Stock Exchange where the shares of the Company are listed. The Company has not granted any Options to any employee as on the date of this report.

As on 31st March 2025, the Issued, Subscribed and Paid-up equity share capital of the Company is INR. 13,06,59,800/- (Indian Rupees Thirteen Crores Six Lakhs Fifty-Nine Thousand and Eight Hundred Only) divided into 1,30,65,980 equity shares of INR.10/-(Indian Rupees Ten Only) each.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 & Schedule V Para B of the Securities Disclosure Requirements) Regulations, 2015, (hereinafter referred as "SEBI LODR 2015" or " SEBI ) 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 asANNEXURE I.

9. PARTICULARS OF EMPLOYEES

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 ANNEXURE II as 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 included therein.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL a) BOARD OF DIRECTORS:

The Board comprises of Ten (10) directors of which Four (4) are Whole Time Directors; One (1) Chairman & Managing Director; and Five (5) are Independent Directors as on 31st March 2025, who bring in a wide range of skills, expertise and experience to the Board.

During the financial year 2024-2025 under review the Company has received Form MBP-1 from all Directors as required under the provisions of Section 184 (1) of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 which mandates that each director discloses his/her interest or concern in any company, body corporate, firm, or other association of individuals.

Further, the Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI LODR, 2015. b) Key Managerial Personnel (KMP) of Company Secretary & Compliance Officer with effect from 31 Mr.Ritik st January 2025. The company places on record its appreciation for the valuable services rendered by him during the tenure.

The Board appointed Ms. Roshni Tiwari, as the Company Secretary and Compliance Officer of the Company with effect from 22nd April 2025. She is a qualified Company Secretary and a member of the Institute of Company Secretaries of India (ICSI) and will act as the Key Managerial Personnel under Section 203 of the Companies Act, 2013.

c) Composition of the Board as on 31^st March 2025

Sr. No. Name of Director	DIN	Category of Directors
1. Raju Mathuradas Paleja	03093108	Chairman & Managing Director
2. Jay Jitendra Shah	07223478	Whole Time Director
3. Foram Rupin Desai	08768092	Whole Time Director
4. Abdul Shahid Shaikh	08881850	Whole Time Director
5. Mehul Dipakbhai Naik	08881884	Whole Time Director
6. Anand Sawroop Khanna	03010112	Independent Director
7. Rakeshkumar Dinesh Mishra	06919510	Independent Director
8. Harshangiben Pravinsinh Solanki	10377985	Woman Independent Director
9. Niraj Omprakash Seth	07425193	Independent Director
10. Feni Jay Shah	10303831	Woman Independent Director

Based on the confirmationreceived by the Company, none of the Directors are disqualified to be appointed/ re-appointed directors in terms of section 164 of the Act. d) During the year the 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
1 Sudhir Vasant Soundalgekar	Independent Director	Resignation	24th January, 2025	Not Applicable
2 Rakeshkumar Dinesh Mishra	Independent Director	Appointment	07th March 2025	12th April 2025
3 Ritik Madnani	Company Secretary	Resignation	31st January, 2025	Not Applicable

e) Changes after the end of Financial Year 2024 25 till the date of this Report:

Mr. Rakeshkumar Dinesh Mishra resigned from the position of Independent Director with effect from 31^st July 2025. The Board appreciated his valuable contribution during his

Board of Director at its meeting held on 05 th August 2025 and upon recommendation of Nomination and Remuneration Committee appointed Ms. Hemali Amit Shah (DIN: 10362856) as an Additional Director in the Independent Category of the Company, not liable to retire by rotation, whose appointment is subject to approval of the shareholders at the ensuing Annual General Meeting.

The Company appointed Ms. Roshni Tiwari as the Company Secretary of the Company with effect from 22nd April, 2025, pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the applicable rules made thereunder. f) Declaration from Independent Directors on Annual Basis

The Company has received declarations from all IndependentDirectorsoftheCompanyconfirmingthat they meet the criteria of independence as prescribed under section 149(6) of the Act and under SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. There has been no change in the circumstances status as Independent Directors of theCompany expertise,and theBoard satisfiedwiththeintegrity, experience (including proficiency in terms of section 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 rule 6 of the Companies (Appointment & Qualification Affairs Notification dated October 22, 2019. g) Retirement of Director by Rotation

152(6)oftheAct,andArticles Inaccordancewiththeprovisionsof section of the Company, Mr.

Jay Jitendra Shah and Mr. Mehul Dipakbhai Naik, Whole Time Directors of the Company are liable to retire by rotation, has offered themselves for re-appointment at the ensuing Annual General resolution for their reappointment is being proposed at the Annual General Meeting.

A detailed profile of Mr. Jay Jitendra Shah and Mr. Mehul Dipakbhai Naik, 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. h) Number of Board Meetings

During the financial year under the review, 8 meetings of the board of directors of the Company were held as follows:

Sr. No. Date of Meeting	No. of Directors Entitled to attend the Meeting	No. of Directors present at the Meeting
1 30.04.2024	10	09
2 28.05.2024	10	10
3 19.08.2024	10	10
4 27.08.2024	10	10
5 07.10.2024	10	09
6 25.10.2024	10	09
7 08.11.2024	10	08
8 07.03.2025	09	08

i)

Name	Category	No. of Board Meetings Attended during the Financial Year
Raju Mathuradas Paleja	Chairman & Managing Director	08
Jay Jitendra Shah	Whole Time Director	03
Foram Rupin Desai	Whole Time Director	08
Abdul Shahid Shaikh	Whole Time Director	08
Mehul Dipakbhai Naik	Whole Time Director	08
Anand Sawroop Khanna	Independent Director	07
Sudhir Vasant Soundalgekar	Independent Director	07
Harshangiben Pravinsinh Solanki	Independent Director	08
Niraj Omprakash Seth	Independent Director	08
Feni Jay Shah	Independent Director	08

11. COMMITTEES OF THE BOARD a) 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, assessing internal controls and risk management systems. The monitoring related party transactions, 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/assets/ pdf/Audit-Committee.pdf The Audit Committee was constituted on 08 th November 2023 and since then there is no change in the the Committee Composition. as on 31 FollowingistheComposition st March 2025:

NameoftheCommitteemembers Positioninthe Committee	No. of Meeting	No. of Meeting Attended	Entitled to Attend
Feni Jay Shah	Chairperson	06	06
Niraj Omprakash Seth	Member	06	06
Foram Rupin Desai	Member	06	06

During the Financial Year, the Audit Committee meetings were held on 19.04.2024, 28.05.2024, 19.08.2024, 27.08.2024, 25.10.2024 and 08.11.2024. b) Nomination and Remuneration Committee

Nomination and Remuneration Committee ("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 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 Directorandothermatters provided under sub of section 178. The Policy is available on the website of the Company: https://www.namaninstore.com/assets/pdf/Nomination_and_Remuneration_Committee.pdf The Nomination and RemunerationCommittee was constituted on 08 th November, 2023 and since then there is no changeintheComposition. of the Committee as on 31 FollowingistheComposition st March 2025:

Name of the Directors	Position in the Committee	No. of Meeting Attended	No. of Meeting Entitled to Attend
Feni Jay Shah	Chairperson	03	03
Niraj Omprakash Seth	Member	03	03
Anand Sawroop Khanna	Member	03	03

During the Financial Year, the Nomination and Remuneration Committee meetings were held on 29.04.2024, 27.08.2024 and 07.03.2025. c) Stakeholder Relationship Committee

Pursuant to the Act and SEBI LODR, 2015 the Stakeholder Relationship Committee was constituted on24 ^th November 2023 and since then there is no change in the Composition. Following is the Composition of the Committee as on 31 st March 2025:

Name of the Directors	Position in the Committee	No. of Meeting Attended	No. of Meeting Entitled to Attend
Feni Jay Shah	Chairperson	01	01
Niraj Omprakash Seth	Member	01	01
Anand Sawroop Khanna	Member	01	01
Raju Mathuradas Paleja	Member	01	01

The terms of reference in brief for Stakeholder Relationship namaninstore.com/assets/pdf/Stakeholders_Relationship_Committee_Policy.pdf 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 28.03.2025. d) Corporate Social Responsibility Committee

This Committee sets out the Companys commitment and approach towards Corporate Social Responsibility which 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 to improve the quality of life of the communities we serve. The Company intends to be a significant contributor to CSR initiatives by 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 24 th November 2023 and since then there is is the Composition of the Corporate Social Responsibility Committee nochangeintheComposition. as on 31st March 2025:

Designation NameoftheDirectors		No. of Meeting Attended	No. of Meeting Entitled to Attend
Niraj Omprakash Seth	Chairperson	01	01
Anand Sawroop Khanna	Member	01	01
Raju Mathuradas Paleja	Member	01	01

During the Financial Year, the Corporate Social Responsibility Committee meeting was held on 03.03.2025.

12. 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 the Directors individually as well questionnaire was workingofitsCommittees.Astructured prepared after taking into consideration inputs received from the Directors,coveringvariousaspectsoftheBoardsfunctioningsuch as adequacy of the compositionof 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 February 28, 2025 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.

13. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/ brochures, reports and internal policies to enable them to familiarize with the Companys procedures and practices, the website link is https://www.namaninstore.com/.

14. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility ("CSR") Expenditure as approved and recommended by the Corporate Social Responsibility Committee has been incurred for the financial the Company. A Report on Corporate Social Responsibility is attached asANNEXURE III to this Board Report. The Chief Financial Officer has certified that the funds disbursed have been utilized for the purpose and in the manner approved by the Board for financialyear ended on 31st March 2025.

15. DIRECTORS RESPONSIBILITY STATEMENT

As required under section 134(5) of the Act, forthefinancial year ended on 31 st March 2025, the Directors hereby confirm that: a) In the preparation of the annual accounts for the financial st March 2025, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b) The Directors 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 as of 31st March 2025, and of the Profit of the Company for the year ended on that date; 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 irregularities; anddetectingfraudandother d) The directors had prepared the annual accounts on a ‘going concern basis; e) The directors have laid down internal financialcontrols to be followed by the company and that such internal financial controls are adequate and were operating effectively; and 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.

16. 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 Internal Complaints Committee (" ICC") to redress complaints received regarding sexual harassment.

Composition of the Internal Complaints Committee:

Name C Positionin	Designation
Ms. Foram Rupin Desai	Officer Presiding	Whole time Director
Ms. Pinky Chouhan	Member	HR Manager
Ms. Harshada Patil	Executiv Member Production
Mr. Ashok Tiwari	External Member	Advocate

During the financialyear under review:

1. Number of complaint pending during the year -Nil

2. Number of such complaint disclosed during the year- Nil

3. Number of cases pending for the a period exceeding ninety days Nil

Number of employees as on the closure of the financial year:

Female	20
Male	104
Transgender	NIL

17. MATERNITY BENEFIT FOR WOMEN AT WORKPLACE

Pursuant to the amendment notified bytheMinistryofCorporateAffairsvideMCANotification G.S.R. 357(E), dated

30th May 2025 (Companies (Accounts) Second Amendment Rules, 2025), effective from 14th July 2025, the Board hereby confirms that the Company is in full compliance with the provisions of the Maternity Benefit Act, 1961. Appropriate policies and practices regarding maternity leave entitlements, nursing breaks, return-to-work support, and related benefits are in place and adhered to during financial year 2024-25

18. PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS

The Company has not made any Investment, given guarantee and securities during the financial year under review. There for no need to comply provisions of section 186 of Companies Act, 2013.

19. 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 2024-25.

20. PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all transactions/contracts/arrangements of the nature as specified in Section188(1) entered during the financialyear 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 asANNEXURE IV to this Board Report in Form AOC-2.

21. 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.

22. 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.

23. PROVISION OF FINANCIAL ASSISTANCE TO THE EMPLOYEES OF THE COMPANY FOR THE PURCHASE OF ITS OWN SHARES

The Company has not provided any financial of the Act. assistancetoitsemployeesaspersection 67

24. RISK MANAGEMENT FRAMEWORK

The Company has laid down a well-defined 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 risks. The Board of Directors of the Company periodically reviews the risksandsuggestsstepstobetakentocontrolandmitigate the same through a properly defined framework.

25. 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").

26. STATUTORY AUDITOR

M/s. Rushabh Davda & Associates, Chartered Accountants (Firm Registration No. 156559W), have been appointed as the Statutory Auditors of the Company for a period of five (5) years, from the conclusion of the Annual General Meeting (AGM) held in the year 2024 until the conclusion of the AGM to be held in the year 2029.

The Statutory Auditors Report forms an integral part of the Annual Report. There are no audit qualifications, reservations,or adverse remarks in the Auditors Report for the financial

27. INTERNAL AUDITOR

M/s. Tarun P. Jain & Associates, Chartered Accountants, (FRN: FRN: 136969W) were appointed as Internal Auditors of the Company for Financial Year 2024-25.

28. SECRETARIAL AUDITOR AND REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed CS Bhavesh Chheda, Proprietor of M/s. Bhavesh Chheda & Associates, PracticingCompany Secretary having membership no. A48035 and certificate, Peer Review No. 3343/2023, to conduct the Secretarial Audit for the financial year 2024-25 to 2028-2029. The Company had provided all assistance and facilities to the Secretarial Auditor for conducting their audit and the report of the Secretarial Auditor for the financial year 2024-25 is annexed herewith and marked as Annexure V to this Report. There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in the Secretarial Audit Report.

29. 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.

30. DISCLOSURE OF ACCOUNTING TREATMENT

The financial statement of the Company for the financial year 2024-25 have been prepared with accounting 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.

31. 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 the 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.

32. 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.

33. 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 Company. All the members of the Board and Senior Management Personnel have affirmed compliance to the code for the Financial Year ended on 31st March 2025.

34. 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 duringthetimeof declarationof 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 https://www.namaninstore.com/investor. php 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 that needs to be captured in SDD. timestamp

35. 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 thesuspectedorconfirmedfraudulentactivities,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. The Whistle Blower Policy is disclosed on the website of the Company at https://www.namaninstore.com/.

36. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER THE CLOSE OF THE FINANCIAL YEAR

There have been no material changes affecting the financial position of the Company after the close of the year.

37. 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.

38. 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: a) 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. b) 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. c) Foreign Exchange Earnings and outgo

The Foreign Exchange earnings and outgo during the financial period ended 31 st March 2025 is as follows:

Particulars	As on 31st March 2025	As on 31st March 2024
	(In INR.)	(In INR.)
Foreign Exchange Earnings	41,230,023	32,94,973
Foreign Exchange Outgo	128,046	41,70,647

39. 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.

40. 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 additionaldisclosure relating to disclosure of transactionsof the listed entity with any person or entity belonging to the promoter/ promoter group which holds 10% or more shareholding in the Company are already provided in the financial statements of the Company.

41. 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/investor.php once the same is filed with the 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.

42. 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 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 actionspositively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

43. 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.

44. 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).

45. 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.

46. GREEN INITIATIVE IN CORPORATE GOVERNANCE:

The Ministry of Corporate Affairs ("MCA") has undertaken a green initiative in Corporate Governance by allowing paperless compliances by the Companies and has permitted the service of Annual Reports and documents to the shareholders through electronic mode subject to certain conditions and the Company can send Annual Reports and other communications in electronic mode to the members who have registered their email addresses with the Company.

• 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 Rating agencies, Customers of the Company for their continued support and Institutions, 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 the 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: 22-08-2025

Place: Vasai