NAPS Global India Ltd Directors Report

To The Members, NAPS GLOBAL INDIA LIMITED (Formerly known as NAPS Global India Private Limited and Formerly known as NAPS Trading Private Limited)

Office No. 11, 2nd Floor, 436 Shree Nath Bhuvan,

Kalbadevi Road, Mumbai City, Mumbai, Maharashtra, India, 400002

Your directors take pleasure in presenting their Eleventh Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended 31^st March, 2025 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of the financial performance for the financial year ended March 31, 2025 and the previous financial year ended March 31, 2024 is given below:

(Rs in Lakhs)

Particulars	31-Mar-25	31-Mar-24
Total Income	7151.39	4788.30
Less: Expenditure	6882.84	4600.39
Profit before Depreciation and tax	268.54	187.91
Less: Depreciation	7.04	7.86
Profit before Tax and Extraordinary item	261.50	180.05
Provision for Taxation	65.47	34.83
Extraordinary item	-	-
Profit after Tax and Extraordinary item	196.03	147.22
Other Comprehensive Income	-	-
Total Comprehensive Income	-	-
Earnings Per Share (FV of Rs.10/- per share)
(1) Basic	6.13	6.96
(2) Diluted	6.13	6.96

2. REVIEW OF OPERATIONS

The Total Income of the Company stood at 7151.39 Lakhs for the year ended March 31, 2025 as against 4788.30 Lakhs in the previous year. The Company made a net profit of 196.03 Lakhs for the year ended March 31, 2025 as compared to the net profit of 147.22 Lakhs in the previous year.

3. CASH FLOW STATEMENTS

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

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

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

5. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration of growth of the company and to conserve resources, the Directors do not recommend any dividend for year ended March 31, 2025

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

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends that are not encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor Education and Protection Fund (IEPF). In FY 2024-25, there was no amount due for transfer to IEPF.

7. SHARE CAPITAL

The Paid-up capital of the Company was increased from Rs. 3,11,00,000/- (Rupees Three Crores Eleven Lakhs Only) divided into 31,10,000 (Thirty-One Lakhs Ten Thousand) Equity shares of Rs. 10/- (Rupees Ten Only) each to Rs. 4,43,00,000 (Rupees Four Crores Forty-Three Lakhs) divided into 44,30,000 (Forty-Four Lakhs Thirty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each, by creation of additional 13,20,000 (Thirteen Lakhs Twenty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each, pursuant to issue initial public offer.

The Authorized Share Capital of the Company is Rs. 4,75,00,000/- (Rupees Four Crores Seventy-Five Lakhs Only) divided into 47,50,000 (Rupees Forty-Seven Lakhs Fifty Thousand Only) equity shares of Rs. 10/- (Rupees Ten Only)

The Paid-up capital of the Company is Rs. 4,43,00,000 (Rupees Four Crores Forty-Three Lakhs) divided into 44,30,000 (Forty-Four Lakhs Thirty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

Company has appointed M/s CAMEO Corporate Services Limited as the Registrar and Transfer Agent of the Company.

8. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

Managements Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018

(the "Amended Listing Regulations"), is presented in a separate section forming part of the Annual Report as

" Annexure III".

9. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in nature of business of the Company during the FY under review.

10. DISCLOSURES BY DIRECTORS

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

Certificate of Non-Disqualification of Directors received from M/s M Mayuri Rupareliya & Associates., Practicing Company Secretary is annexed to the Boards Report as "Annexure IV".

11. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint venture or an Associate Company.

12. MATERIAL CHANGES AND COMMITMENTS

The Company has obtained the status of being listed on BSE SME Platform with effect from March 11, 2025. The Company managed to raise 1188.00 Lakhs by initial public offer of 13,20,000 equity shares of 10/- each through its prospectus dated February 24, 2025. Further stakeholder may find the Prospectus though link: www.napsglobalindia.com

Listing on Stock Exchanges:

The Company has obtained the status of being listed on BSE SME Platform with effect from March 11, 2025.

The Company managed to raise 1188.00 Lakhs by initial public offer of 13,20,000 equity shares of 10/- each through its prospectus dated February 24, 2025. Further 13,20,000 Equity Shares of face value of Rs. 10/- each were available under the Offer, at Issue Price of Rs. 90/-. The Offer opened for subscription on March 04, 2025 and closed on March 06, 2025. The Equity shares of NAPS Global India Limited have been listed on BSE SME Platform on March 11, 2025.

The above were the material changes and commitments affecting the financial position of the company which have occurred during the period under review.

13. ANNUAL RETURN:

The Annual Return of the Company as on 31^st March, 2025 is available on the website of the Company at www.napsglobalindia.com

14. CHANGE IN SHARE CAPITAL:

The Authorized Share Capital of the Company was increased from Rs. 15,00,000 (Rupees Fifteen Lakhs Only) divided into 1,50,000 (One Lakh Fifty Thousand) Equity Shares of 10 each to Rs. 4,75,00,000/- (Rupees Four Crores Seventy-Five Lakhs Only) divided into 47,50,000 (Rupees Forty-Seven Lakhs Fifty Thousand Only) equity shares of Rs. 10/- (Rupees Ten Only) pursuant to Shareholders Resolution passed at the Extra Ordinary General Meeting held on April 24, 2023.

During the period under review and as on the date of this report following changes took place in the Paid-up Share Capital of the Company was increased from Rs. 3,11,00,000/- (Rupees Three Crores Eleven Lakhs Only) divided into 31,10,000 (Thirty-One Lakhs Ten Thousand) Equity shares of Rs. 10/- (Rupees Ten Only) each to Rs. 4,43,00,000 (Rupees Four Crores Forty-Three Lakhs) divided into 44,30,000 (Forty-Four Lakhs Thirty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each, by creation of additional 13,20,000 (Thirteen Lakhs Twenty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each, pursuant to issue initial public offer and consequential Alteration in the Capital Clause of the Memorandum of Association and was approved by shareholders in the meeting held on June 27, 2024.

15. FAMILIARISATION PROGRAMME FOR DIRECTORS

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

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

During the period under review and as on the date of this report following are the changes that took place in the Board Structure:

(1) The Board at its meeting held on June 24, 2024, appointed Mr. Nikhil Malpani (DIN: 09816032), as a Non-Executive Independent Director of the Company.

(2) The Board at its meeting held on June 24, 2024, appointed Ms. Bhawna Hundlani (DIN: 10459772), as a Non-Executive Independent Director of the Company and had tendered her resignation from the post of Non-Executive Independent Director w.e.f. December 31, 2024

(3) The Board at its meeting held on December 31, 2024, Mrs. Khushboonilesh Rawat (DIN: 09155098), appointed as Non Executive Independent Director of the Company.

(4) Mr. Ronal Mistry (DIN: 06687171), was Re-designated as Chief Financial officer of the company w.e.f. July 24, 2024.

(5) Mr. Pankaj Sunder Jain (DIN: 03512503) was Re-designated as Chairman and Managing Director of the company w.e.f. July 24, 2024.

ii. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ronal Mistry (DIN: 06687171), Whole Time Director & CFO of the Company, retires by rotation and offers himself for re- appointment.

The brief resume of Mr. Ronal Mistry, the nature of his expertise in specific functional areas, names of the companies in which he has held directorships, her shareholding etc. are furnished in the Annexure - A to the notice of the ensuing AGM.

iii. Independent Directors

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

The Independent Directors met on 24th February, 2025, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

iv. Key Managerial Personnel:

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

a) Mr. Pankaj Jain (Managing Director) b) Mr. Ronak Mistry (Whole time Director and Chief Financial Officer) c) Mrs. Priyanka Marvania (Company Secretary w.e.f. June 24, 2024)

17. BOARD MEETINGS:

The Company held Eleven (11) meetings of its Board of Directors during the year on April 01, 2024, April 02, 2024, June 20, 2024, June 24, 2024, June 25, 2024, June 28, 2024, August 14, 2024, October 15, 2024, December 31, 2024, February 24, 2025 and March 07, 2025

Name of the director	Number of Meetings which director was entitled to attend	Board Meeting Number of Meetings attended	% of attendance	Whether attended AGM held on 16.08.2024 (Y/N/NA)
1. Mr. Pankaj Jain	11	11	100%	Y
2. Mr. Ronak Mistry	11	11	100%	Y
3. Mrs. Khushboo Rawat	2	2	100%	NA
4. Mr. Nikhil Malpani	7	7	100%	Y
5. Mr. Satyanarayan Punglia	11	11	100%	Y
6. Ms. Bhawna Hundlani	4	4	100%	Y

18. COMMITTEES OF THE BOARD:

(a) Audit Committee:

The Audit Committee, as per Section 177 of Companies Act, 2013, was constituted on June 28, 2024 and reconstituted on December 31, 2024 under constitution the committee met two (2) times the Chairmanship of Mr. Nikhil Malpani. After with full attendance of all the members. The composition of the Audit Committee as at March 31, 2025 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director	Category	Position in the committee	Attendance at the Audit Committee Meetings held on
			14.08.2024	24.02.2025
Mr. Nikhil Malpani	Non-Executive - Independent Director	Chairman	Yes	Yes
*Ms. Khushboo Rawat	Non-Executive - Independent Director	Member	NA	Yes
Mr. Ronak Mistry	Chief Financial Officer	Member	Yes	Yes
*Ms. Bhawna Hundlai	Non-Executive - Independent Director	Member	Yes	NA

* Further, Ms. Bhawna Hundlai resigned on December 31, 2024 and Ms. Khushboo Rawat was admitted as member of the committee on December 31, 2024. .

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

Financial Reporting and Related Processes:

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

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

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

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

Review the investments made by the Company.

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

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

(b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act, 2013, was constituted on June 28,2024 and reconstituted on December 31, 2024 under the Chairmanship of Ms. Khushboo Rawat. After constitution the committee met two times with full attendance of all the members. The composition of the Nomination and Remuneration Committee as at March 31, 2025 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director	Category	Position in the committee	Attendance at the meeting held on 14.08.2024	Attendance at the meeting held on 24.02.2025
*Ms. Bhawna Hundlai	Non- Executive Independent Director	*Chairman	Yes	NA
*Ms. Khushboo Rawat	Non- Executive Director	*Chairman	NA	Yes
Mr. Nikhil Malpani	Non- Executive Independent Director	Member	Yes	Yes
Mr. Satyanarayan Punglia	Non- Executive Director	Member	Yes	Yes

* Further, Ms. Bhawna Hundlai resigned on December 31, 2024 and Ms. Khushboo Rawat was admitted as member of the committee on December 31, 2024 and designated as Chairman of Nomination and Remuneration Committee w.e.f. December 31, 2024

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

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

For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: a) Use the services of an external agencies, if required; b) Consider candidates from a wide range of backgrounds, having due regard to diversity; and c) Consider the time commitments of the candidates.

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

Devising a policy on diversity of board of directors;

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

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

Recommend to the board, all remuneration, in whatever form, payable to senior management.

The Company has formulated a Remuneration Policy which is annexed to the Boards Report in "Annexure I".

(c) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013, was constituted on June 28,2024 and reconstituted on December 31, 2024 under Chairmanship of Mr. Satyanarayan Punglia. The Committee is governed by a Charter, which is in line with the regulatory requirements mandated by the Companies Act, 2013. During the year, the committee met two times with full attendance of all the members. The composition of the Stakeholders Relationship Committee as at March 31, 2025 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director	Category	Position in the committee	Attendance at the meeting held on 14.08.2024	Attendance at the meeting held on 24.02.2025
Mr. Satyanarayan Punglia	Non- Executive Independent Director	Chairperson	Yes	Yes
*Ms. Khushboo Rawat	Non- Executive Independent Director	Member	NA	Yes
Mr. Ronak Mistry	Whole Time Director and CFO	Member	Yes	Yes
*Ms. Bhawna Hundlai	Non-Executive -Independent Director	Member	Yes	NA

* Further, Ms. Bhawna Hundlai resigned on December 31, 2024 and Ms. Khushboo Rawat was admitted as member of the committee on December 31, 2024.

The terms of reference of the Committee are:

Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

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

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

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

During the year, no complaints were received from shareholders. There are no balance complaints. The Company had no share transfers pending as on March 31, 2025.

Ms. Priyanka Marvania, Company Secretary and Compliance Officer of the Company, w.e.f. June 24, 2024.

19. BOARDS PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself, its committees and Individual Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated. The evaluation was done after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of Individual Directors including the Chairman of the Board and Independent Directors were based on Knowledge to Perform the Role, Time and Level of Participation, Performance of Duties and Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of Non-Independent Directors, Chairman of the Board and the Board as a whole.

20. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 135 of the Companies Act 2013 and rules framed there under for the year ended 31^st March 2025. Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company during the period.

21. AUDITORS:

i. Statutory Auditors:

The Board has appointed M/s D S M R & CO., Chartered Accountants as the statutory auditors of the Company for 1st term of five consecutive years, from the conclusion of 10th Annual General Meeting till the conclusion of the 15th Annual General Meeting to be held in the year 2029, as approved by shareholders of the Company.

ii. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s M Mayuri Rupareliya & Associates., Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the F.Y. 2024-25.

Further, the Company has reappointed M/s M Mayuri Rupareliya & Associates., a firm of Company Secretaries in Practice (CP No. 18634), for the financial years 2025-26 and 2026-27, as approved by the Board of Directors at its meeting held on May 30, 2025.

The Secretarial Audit Report for F.Y. 2024-25 is annexed herewith as "Annexure II".

iii. Cost Auditor:

The Company does not fall within the provisions of Section 148 of the Companies Act, 2013, as read with the Companies (Cost Records and Audit) Rules, 2014. Therefore, the maintenance of cost records and the applicability of cost audits, as specified by the Central Government under Section 148 of the Companies Act, 2013, are not applicable to the Company.

iv. Internal Auditor:

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has appointed M/s. Rajesh K Jain & Co,. (FRN: 131463W) Chartered Accountants, Mumbai as the Internal Auditors of your Company for the financial year 2024-25. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board.

Further, the Company has reappointed M/s. Rajesh K Jain & Co., a firm of Chartered Accountants, as the Internal Auditor of the company, for the financial years 2025-26 and 2026-27, as approved by the Board of Directors at its meeting held on May 30, 2025.

22. AUDITORS REPORT:

The Statutory Auditors Report does not contain any qualifications, reservations or adverse remarks. The Auditors Report and Secretarial Auditors Report do not contain any qualifications, reservations, or adverse remarks impacting on financial or compliance controls. The Report of the Auditors is given as an Annexure, which forms part of this report.

The Statutory Auditors Report & Secretarial Auditors Report does not include any qualifications, reservations, or adverse remarks. The Reports of the Statutory Auditor and Secretarial Auditor are given as an Annexure, which forms part of this report.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Act, read with the Rules made thereunder, the Company has adopted a Whistle-Blower Policy for Directors and Employees to report genuine concerns and to provide adequate safeguards against victimization of persons who may use such mechanism. The functioning process of this mechanism has been more elaborately mentioned in the Corporate Governance Report which forms part of this Annual Report. The said Policy is available on Companys website at www.napsglobalindia.com.

24. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/s. Rajesh K Jain & Co., Chartered Accountants, as an Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out on half yearly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2024-25

25. RISK ASSESSMENT AND MANAGEMENT:

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

26. LISTING WITH STOCK EXCHANGES:

During the period under review, NAPS Global India Limited was listed on the SME Platform of the BSE Limited. It has paid the Annual Listing Fees for the year 2025-26 to BSE Limited.

27. COMPLIANCE WITH SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government with respect to Meetings of the Board of Directors and General Meetings.

28. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted policies which are available on its website www.napsglobalindia.com

29. *PARTICULARS OF EMPLOYEES AND REMUNERATION

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

a) The median remuneration of employees of the Company during the financial year is Rs 6,12,300

b) Percentage increase/decrease in the median remuneration of employees in the financial year 2024-25: -15.02%

c) Number of permanent employees on the rolls of the Company as on March 31, 2025: 12

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

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

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

30. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted following policies which are available on its website www.napsglobalindia.com

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO:

i. Conservation of Energy

a) The steps taken or impact on conservation of energy The Operations of the Company are not energy intensive. However, adequate measures have been initiated for conservation of energy.

b) The steps taken by the Company for utilizing alternate source of energy Company shall consider on adoption of alternate source of energy as and when necessities.

c) The Capital Investment on energy conversation equipment No Capital Investment yet.

ii. Technology Absorption

a) The efforts made towards technology absorption. Minimum technology required for Business is absorbed.

b) The benefits derived like product improvement, cost reduction, product development or import substitution Not Applicable.

c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) Not Applicable.

1. the details of technology imported;

2. the year of import;

3. whether the technology been fully absorbed;

4. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof iii. The expenditure incurred on Research and Development Not Applicable.

iv. Foreign exchange earnings and Outgo Rs. 5792.45 Lakhs

32. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

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

33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

No contracts / arrangements / transactions entered by the Company during the financial year with related parties. Thus Disclosure in form AOC-2 is not required. Further, during the year, the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The details of the related party transactions as required under Accounting Standard (AS) - 18 are set out in Note to the financial statements forming part of this Annual Report.

34. DEPOSITS:

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

35. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider

Trading) Regulations, 2015, as amended, the Company has formulated and adopted the revised "Code of Conduct for Prevention of Insider Trading" ("the Insider Trading Code"). The object of the Insider Trading

Code is to set framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the Company. During the year, the Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("the Code") in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the Companys website http://www.napsglobalindia.com

36. RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act during the FY were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the

Act. There were no materially significant transactions with the related parties during the FY which were in conflict with the interest of the Company.

37. SIGNIFICANT AND MATERIAL ORDERS:

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

38. FRAUD REPORTING

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

39. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to maintaining a productive environment for all its employees at various levels in the organization, free of sexual harassment and discrimination based on gender. The Company has framed a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, and the rules made thereunder ("POSH Act"). The policy is available on website on company www.napsglobalindia.com

The Company has also set up Internal Complaints Committee(s) (‘ICCs) for each workplace, which is in compliance with the requirements of the POSH Act, to redress the complaints received regarding sexual harassment, which has formalized a free and fair enquiry process with a clear timeline.

Number of complaints received during FY25	NIL
Number of complaints resolved as on March 31, 2025	NIL
Number of complaints not resolved as on March 31, 2025	NIL
Number of pending complaints as at March 31, 2025	NIL

40. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

41. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as of March 31, 2025.

Male Employees: 04 Female Employees: 08 Transgender Employees: 0

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

42. HUMAN RESOURCES:

Your Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts, it is ensuring that employees are aligned on common objectives and have the right information on business evolution.

43. CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the Company is exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company.

44. DISCLOSURES:

The following disclosures are not applicable to the company:

1. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

2. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

45. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

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

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

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

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

46. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE

COMPANIES ACT 2013.

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

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is applicable for the financial year ended March 31, 2025.

47. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013.

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations. The company has proposed and appointed a Designated person in a Board meeting, and the same has been reported in the Annual Return of the company.

48. CAUTIONARY STATEMENTS:

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

49. GENERAL

There were no transactions with respect to following matters during the year:

1. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016. 2. There was no instance of one-time settlement with any Bank or Financial Institution.

50. ACKNOWLEDGEMENTS:

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

Registered Office:	By Order of The Board of Directors
Office No. 11, 2nd Floor, 436 Shree	FOR NAPS GLOBAL INDIA LIMITED
Nath Bhuvan, Kalbadevi Road,	(Formerly known as NAPS Global India Private Limited and
Mumbai City, Mumbai, Maharashtra,	Formerly known as NAPS Trading Private Limited)
India, 400002	Sd/-
Tel: 022-49794323,	PANKAJ SUNDERJAIN
CIN: U51595MH2014PLC255128	(Managing Director)
Website: www.napsglobalindia.com	DIN: 03512503
Email: napsglobalindia@gmail.com
	Sd/-
	RONAK MAHESH MISTRY
	(Whole Time Director &Chief Financial Officer)
	DIN: 06687171
	Mumbai, September 05, 2025