Nanta Tech Ltd Directors Report

Dear Shareholders,

Your Directors have the pleasure in presenting Annual Report on the Business and Operations of your Company together with the Financial Statement of the Company for the financial year ended 31^st March, 2024.

1. FINANCIAL RESULTS:

The summarized financial results of your Company are given in the table below:

Particulars	(31.03.2024) (Rs. in Thousands)
Revenue from operations, net of excise	1,33,537.06
Other Income	0.00
Total Income	1,33,537.06
Total Expenses	1,08,995.95
Profit / (Loss) before tax	24,541.12
Tax & Deferred Tax	6,176.51
Profit / (Loss) after tax	18,364.61

2. REVIEW OF BUSINESS OPERATIONS & FUTURE OUTLOOK:

The company was incorporated on 26^th June, 2023 and it is the first year of the company. The company has taken over business of M/s MNT Technologies (Properitcrship firm of Director Mrs. Mansi Jani) as per the Business takeover agreement dt. 20.02.2024. The companys future outlook is expansion in the existing line of business Video Conference devices, Audio and visual devices, computer and accessories, AOC-H, HDMI and USB cables, etc.

3. WEB LINK OF ANNUAL RETURN, IF ANY:

The Company is having website www.nantatech.com and annual return of Company shall be published on the website after holding Annual General Meeting. It will be available in the Home>lnvestor >Financials tab on the website. Link of the same is given below: www.nantatech.com

4. CHANGE IN THE NATURE OF BUSINESS AND REGISTERED OFFICE ADDRESS:

Since it is the first year of the company, there are no changes in the business line. The company has altered its object clause of Memorandum of Association of the company after taking approval from shareholders at the Extra ordinary general meeting held on 05.10.2023.

The company changed its registered office from 30, Arbuda House, G.S.T. Road, Ranip .Ahmedabad -382480, Gujarat, India to 601, Rudram Icon, Near Silver Oak Engineering Collage, Gota, Ahmedabad - 382481, Daskroi, Gujarat, India, w.e.f 19.09.2023.

5. DIVIDEND:

Your directors do not recommend dividends for the year ended 31^st March, 2024 as the directors propose to utilize the profits for the business of the company during the financial year.

6. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act 2013, do not apply as there was no dividend declared and paid last year.

7. TRANSFER TO RESERVES:

No amount is transferred to any reserves during the year under review.

8. SHARE CAPITAL:

During the year under review, the Authorized Share Capital of your Company has been increased from Rs. 1,00,000/- (Rupees One Lakh Only) divided into 10,000 Equity shares of Rs. 10/- each to Rs. 1,00,00,000/- (Rupees One Crore Only ) divided into 10,00,000 Equity shares of Rs. 10/- each after taking approval from shareholders at the Extra Ordinary General Meeting held on 16.02.2024.

Further, the Authorized Share Capital of your Company has been increased from Rs. 1,00,00,000/- (Rupees One Crore Only) divided into 10,00,000 Equity shares of Rs. 10/- each to Rs. 5,50,00,000/- (Rupees Five Crore Fifty Lakh Only ) divided into 55,00,000 Equity shares of Rs. 10/- each after taking approval from shareholders at the Extra Ordinary General Meeting held on 20.05.2024.

The Issued, Subscribed and paid up capital was Rs. 11,60,590/- divided into 1,16,059 equity shares of Rs. 10/- each, fully paid up as on 31.03.2024. Further, The Issued, Subscribed and paid up capital was Rs. 3,48,17,700/- divided into 34,81,770 equity shares of Rs. 10/- each, fully paid up as on 24.06.2024.

9. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED AFTER THE END OF THE FINANCIAL YEAR:

No material changes and commitments affecting the financial position of the Company occurred after the end of the financial year to which these financial statements relate and up to the date of this report.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN THE FUTURE:

During the year under review, there have been no such significant and material orders passed by the regulators or courts, or tribunals impacting the going concern status and the companys operations in the future.

11. MEETINGS OF BOARD OF DIRECTORS:

During the year, Eight Board Meetings were held during the Financial Year ended March 31, 2024 i.e. (21.07.2023, 09.09.2023, 19.09.2023, 25.09.2023, 22.01.2023, 15.02.2024, 23.02.2023, 22.03.2023).The maximum gap between any two Board Meetings was less than one Hundred and Twenty days.

The names of members of the Board, their attendance at the Board Meetings are as under:

Serial No.	Name of the Director	Total Meetings held by the company during the F.Y. 2023-24	No. of Board meetings entitled to Attend	No. of Board meetings attended
1.	Ms. Mansiben Mayankkumar Jani	8	8	8
2.	Mr. Mayank Arvindbhai Jani	8	8	8

12. CHANGE IN DIRECTORS AND KMP:

Mr. Minesh Patel having DIN - 02345937 has been appointed as an Independent director of the company w.e.f. 22.05.2024.

13. AUDITOR:

As per the provisions of Section 139, 141 of the Companies Act, 2013 and rules made thereunder (hereinafter referred to as “The Act”), the Company at its Extra Ordinary General Meeting(EGM”) held on 20.03.2024 approved the appointment of M/s. M B Jajodia & Associates, Chartered Accountants, having (FRN: 139647W) as Statutory Auditor of the company to fill the casual vacancy that arises due to the resignation by M/s. N. S. Nanavati & Co., Chartered Accountants to conduct the audit for the period ended as on 31^st March, 2024.

Statutory Auditors of the Company M/s. M B Jajodia & Associates, Chartered Accountants, having (FRN: 139647W) shall hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment until the conclusion of 6th Annual General Meeting of the company to be held in the F.Y. 2028 - 2029.

As required under the provisions of section 139(1) of the Companies Act, 2013, the company has received a written consent from M/s. M B Jajodia & Associates, Chartered Accountants, having (FRN: 139647W) to their re-appointment and a certificate, to the effect that their re-appointment, if made, would be in accordance with the new Act and the Rules framed there under and that they satisfy the criteria provided in Section 141 of the Companies Act, 2013.

14. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors 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 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; and

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

15. SHARES:

a. The Company has not bought back any of its securities during the year under review.

b. The Company has not issued any Sweat Equity Shares during the year under review.

c. The Company has issued and allotted 1,06,059 Equity Shares having Face value of Rs. 10/- each on preferential basis through private placement due to takeover of M/s. MNT Technologies on 22.03.2024 after taking approval from shareholders at the Extra ordinary general meeting held on 20.03.2024.

d. The Company has issued and allotted 33,65,711 Bonus shares having Face value of Rs. 10/- each on 22.05. 2024 after taking approval fromshareholders at the Extra Ordinary General Meeting held on 20.05.2024.

e. The Company has not provided any Stock Option Scheme to the employees.

16. DEPOSITS:

The Company has not accepted any deposit as per the provisions of the Companies Act, 2013 read with the Companies (Acceptance of Deposit Rules) 2014.

17. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any holding/subsidiary/joint venture or associate Company.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not made any investment or given any guarantee or provided any security in connection with a loan to any other body corporate or persons, during the financial year 2023-24.

The particulars of loans, guarantees, or investment made under Section 186 of the Company Act, 2013 is given in notes of financial statements.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the related party transactions that were entered into during the financial year were on an arms length basis and were made in the ordinary course of business. There are no materially significant related party transactions made by the company with, Promoters, Key Managerial personnel or other designated persons which may have potential conflict with the interest of the Company at large. AOC -2 is enclosed with the report.

20. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The provisions of Section 197 (12) read with Section 196 (4) and 196 (5) of the Companies Act 2013 are not applicable to this Company as it is an Unlisted Public Company. The details of employees, pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 are therefore not required to be given.

21. RISK MANAGEMENT POLICY:

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy, and the directors of the Company review the same periodically. There is no specific risk that has been identified as threatening the existence of the Company.

22. STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received necessary declarations from all Independent Directors of the Company in accordance with the provisions of Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

23. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees was not required as the Company does not fit into the criteria provided for the same.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR) :

The Company does not fulfill the criteria of Corporate Social Responsibility hence Company is not required to make disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 during the year.

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

The information pertaining to the conservation of energy, technology absorption, Foreign exchange Earnings, and outgo as required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are as follows:

(a) Conservation of energy

(i)	the steps are taken or impact the conservation of energy	The Company has taken all the possible measures to conserve energy and utilize available alternate sources of energy.
(ii)	the steps were taken by the company for utilizing alternate sources of energy
(iii)	the capital investment in energy conservation equipment	NIL

(b) Technology absorption:

(i)	the efforts made toward technology absorption	NIL
(ii)	the benefits derived like product improvement, cost reduction, product development, or import substitution	NIL
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
	(a) the details of the technology imported	NIL
	(b) the year of import;	NIL
	(c) whether the technology has been fully absorbed	NIL
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	NIL
(iv)	the expenditure incurred on Research^gfidJ^evelopment	NIL

(c) Foreign exchange earnings and Outgo

During the year company has not incurred ant foreign exchange earnings and outgo.

26. AUDITORS REPORT:

The report of the Statutory Auditors along with notes to Schedules is enclosed in this report. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments. There are no adverse remarks, qualifications, etc in the Audit Report attached. The provisions relating to the submission of the Secretarial Audit Report are not applicable to the Company. The auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013.

27. DISCLOSURE ABOUT COST AUDIT:

As per the Cost Audit Rules, cost audit or maintenance of cost records is not applicable to the Companys any products/ business of the Company.

28. INTERNAL AUDIT & CONTROLS:

The Company is a Public Company neither accepting public deposits & also not having borrowing more than Rs.100 Crore therefore it was not required to appoint Auditors for the financial year as per the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules.

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

In order to prevent sexual harassment of women in the workplace, a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9^th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at the workplace of any women employee. The Company has adopted a policy for the prevention of Sexual Harassment of Women at the workplace and has set up a Committee for the implementation of said policy. During the year Company has not received any complaints of harassment.

30. DETAILS IN RESPECT OF THE ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Companys internal control systems are commensurate with the Companys size and nature of the business of the Company with regard to manufacturing enabling it to safeguard assets, and prevent and detect frauds as well as other irregularities. All the transactions are properly authorized recorded and reported to the management. The Management is responsible for Companys internal financial control over financial reporting and the financial reporting process. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statement.

31. SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

32. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS OF THE END OF THE FINANCIAL YEAR:

Your Company neither made any application nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

33. DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Your Company has not obtained any one-time settlement of loan from the Banks or Financial Institutions.

34. APPRECIATION:

The Directors wish to place on record their appreciation to the banks to their continued cooperation and support. The Board of Directors also takes the opportunity to acknowledge the dedicated efforts of consultants and all others that have helped the management to run the operations of the company.

Your Board of Directors also takes this opportunity to convey their gratitude and sincere thanks for the cooperation & assistance received from the shareholders. The Board appreciates your confidence and continued support and looks forward for the same in future as well.

Date: 24/06/2024

Place: Ahmedabad