Neopolitan Pizza Ltd Directors Report

Dear Members,

Your Directors have pleasure to present their 14th Boards Report together with the Audited Financial Statement for the Financial Year ended on 31st March, 2025.

1. THE STATE OF THE COMPANYS AFFAIRS INCLUDING FINANCIAL

SUMMARY/ HIGHLIGHTS:

i. FINANCIAL SUMMARY/HIGHLIGHTS: (Rs. in Lakhs)

PARTICULARS	2024-25	2023-24
TOTAL INCOME	5,126.10	4,401.07
PROFIT / (LOSS) BEFORE DEPRECIATION AND TAX	98.51	325.55
(Less): Depreciation & Amortization expenses	(27.82)	(42.26)
PROFIT/(LOSS) BEFORE TAX	70.69	283.29
(Less): TAX EXPENSES:
Add/(Less) : Current tax	(19.70)	(70.05)
: Current Tax in relation to prior period	(9.03)	-
: Deferred Tax	(1.32)	3.17
NET PROFIT/(LOSS) AFTER TAX	40.64	216.41
Add/(Less): Balance carried forward	213.19	(3.22)
Balance carried to the Balance Sheet	253.83	213.19

During the year, the Company has earned total income of Rs. 5,126.10 lakhs as against Rs. 4,401.07 in the previous year. The Company has incurred net profit of Rs. 40.64 lakhs as against net profit of Rs. 216.41 lakhs in the previous year.

ii. Now Listed Company

During the year under review the Company made Initial Public Offer of 60,00,000 Equity Shares of Rs. 10/- each at a price of Rs. 20/- per share (including premium of Rs. 10/- each) aggregating to Rs. 12 Crores. Issue opened 30th September, 2024 and closed on 4th October, 2024 on SME Platform of BSE Limited.

Thereafter, 60,00,000 Equity shares of Rs. 10/- each at a price of Rs. 20/- each were allotted on 6th October, 2024. Thereafter, these shares were Listed on SME Platform of BSE Limited and Trading approval was granted on 9th October, 2024. Accordingly, your Company has become Listed Company.

2. DEPOSITS:

The Company has neither accepted nor renewed any deposit within the meaning of Section 73 of the Companies Act, 2013 (‘the Act) read with the Companies (Acceptance of Deposits) Rules,

2014.

3. DIVIDEND:

Keeping in view of long term prospects of the Company, your Directors do not recommend any dividend for the financial year under review.

4. MATERIAL CHANGES AND COMMITMENTS:

There was no material change and commitment affecting the financial position of the Company which have occurred between the end of financial year of the Company i.e 31st March, 2025 and the date of this report and hence not reported.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AS PER RULE 8(3) OF THE COMPANIES (ACCOUNTS)RULES,2014:

(A) CONSERVATION OF ENERGY:

Since the Company is not engaged in manufacturing activities, the Company has no material information to offer in respect of Conservation of Energy.

(B) TECHNOLOGY ABSORPTION:

Since the Company has not imported technology, the Company has no information to offer in respect of Technology absorption.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has neither earned nor spent any foreign exchange.

6. ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the year under review is uploaded on the website of the Company and is available on weblink https://www.neopolitanpizza.in/ .

7. CHANGES IN SHARE CAPITAL, IF ANY

In view of allotment of 60,00,000 Equity Shares of Rs.10/- each, as aforesaid the paid up capital of the Company increased from Rs.11,00,00,000 to Rs. 17,00,00,000

8. DISCLOSURE UNDER THE COMPANIES (SHARE CAPITAL AND DEBENTURES) RULES, 2014:

The Company has not issued any securities of following nature and accordingly, the Company is not required to report

- Details of issue of Equity Shares with Differential rights pursuant to Rule 4(4) of

- Details of issue of Sweat Equity Shares pursuant to Rule 8(13) of

- Details of the Employee Stock Option Scheme pursuant to the Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.

9. NO. OF BOARD MEETINGS DURING THE YEAR:

Four meetings of the Board of Directors were held during the year on 22nd August, 2024, 24th September, 2024, 7th October, 2024, 14th November, 2024, 1st February, 2025

10. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARDS

REPORT

Since the Company has not made any voluntary revision of Financial Statements or Boards Report during the year under review, detailed reasons for the same pursuant to proviso to section 131 of the Act are not required to be reported.

11. DETAILS OF DIRECTORS & KMP APPOINTED AND CEASED:

During the year under review, change in the Board of Directors and Key Managerial Personnel was as follows:

i. Mr. Mukund Purohit was re-appointed as a retiring Director by the members at their 13th AGM held on 30th September, 2024.

ii. Mr. Manish Kumar Arora resigned from the post of Company Secretary & Compliance Officer wef 18th October, 2024.

iii. The Board of Directors of the Company at its meeting held on 1st February, 2025 appointed Mr. Aditya Agrawal as a Company Secretary and Compliance Officer wef 1st February, 2025.

iv. Mr. Nishit Bharatbhai Popat (DIN: 09279612) resigned as an Independent Director with effect from 23rd April, 2025 due to pre-occupation elsewhere-

v. The Board of Directors of the Company at its meeting held on 2nd September, 2025 appointed Mr. Ashok Kumar Natwarlal Shah (DIN: 06977676) and Mr. Devesh Pathak (DIN: 00017515) as Additional Directors to hold office upto next Annual General Meeting as well as Independent Directors for a term of Five consecutive years with effect from 2nd September, 2025.

vi. Mr. Shivani Shah as a Chief Financial Officer with effect from 2nd September, 2025

12. DIRECTORS RESPONSIBILITY STATEMENT:

a) Your Directors had followed the applicable accounting standards along with proper explanation relating to material departure, if any, while preparing the annual accounts; b) Your Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year and of the profit & Loss of the Company for the period; c) Your 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) Your Directors had prepared the annual accounts on a going concern basis. e) The Company being unlisted need not give confirmation in respect of internal financial control. f) Your Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Board of Directors hereby declares that all the independent directors duly appointed by the Company have given the declaration that they meet criteria of independence as provided under Section 149(6) of the Act.

b) A statement with regard to integrity, expertise and experience of Independent Directors

Your Directors are of the opinion that Independent Directors of the Company are of high integrity and suitable expertise as well as experience (including proficiency).

14. PERFORMANCE EVALUATION:

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of

India.(‘SEBI)

In a separate meeting of independent directors, performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the Chairman of the Board, taking into the views of Executive and Non-Executive Directors in the aforesaid Meeting. The Board also 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. The above evaluations were then discussed in the Board Meeting and performance evaluation of Independent directors was done by the entire Board, excluding the Independent Director being evaluated.

15. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Company has formulated a policy to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. through Board Meetings.

16. REMUNERATION POLICY:

The Board, on the recommendation of the Nomination and Remuneration Committee has framed a Policy in relation to remuneration of Directors. The Policy also lays down the criteria for determining qualifications, positive attributes and independence of a Director and also framed a Remuneration Policy as provided under Section 178 of the Act.

17. COMPOSITION OF COMMITTEES AS AT 31ST MARCH, 2025

A. Audit Committee

Sr. No. Name	Designation
1 Dr. Alok Kumar Sinha	Chairman
2 Mr. Nishit Shah	Member
3 Mr. Mukund Purohit	Member

Note: Subsequently, Mr. Ashok Kumar N. Shah and Mr. Devesh Pathak were inducted in the reconstituted Audit Committee as a Chairman and member respectively with effect from 2nd September, 2025.

B. Nomination & Remuneration Committee:

Sr. No. Name	Designation
1 Dr. Alok Kumar Sinha	Chairman
2 Mr. Nishit Shah	Member
3 Mr. Mukund Purohit	Member

Note: Subsequently, Mr. Ashok Kumar N. Shah and Mr. Devesh Pathak were inducted in the reconstituted committee as members with effect from 2nd September, 2025.

C. Stakeholders Relationship Committee:

Sr. No. Name	Designation
1 Dr. Alok Kumar Sinha	Chairman
2 Mr. Nishit Shah	Member
3 Mr. Mukund Purohit	Member

Note: Subsequently, Mr. Devesh Pathak and Mr. Ashok Kumar N. Shah were inducted in the reconstituted Stakeholders Relationship Committee as a Chairman and member respectively with effect from 2nd September, 2025.

18. CORPORATE GOVERNANCE:

Since the Equity Shares of the Company are listed on SME Platform of BSE Limited, Corporate Governance Report as prescribed in clause C of Schedule V of LODR is not included in terms of Regulation 15(2) of LODR.

19. PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration of Rs. 1,02,00,000 or more per annum or Rs. 8,50,000 per month for any part of the year or more including any director. Hence no particulars have been furnished as contemplated under section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

20. EXPLANATION(S)/ COMMENT(S) ON QUALIFICATION(S) / RESERVATION(S) / ADVERSE REMARK(S)/DISCLAIMER BY STATUTORY AUDITOR IN THEIR RESPECTIVE REPORT:

There are neither any qualification /reservation/ adverse remarks nor any disclaimer by statutory Auditors in their draft report and accordingly no explanation/ comment is required.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT U/S 186:

The Company has neither provided any security/ guarantee nor made any investment nor given any Loans& Advances during the year.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT 2013:

The Company has entered into contracts/ arrangement with related parties pursuant to section 188 of the Companies Act, 2013 in the ordinary course of business and on arm length basis. However, the Company has not entered into any material contracts or arrangement or transactions with related parties. Hence, no information is furnished in form AOC-2.

23. A STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY:

The Company has a reasonably workable risk management framework to identify measure and mitigate business risks and opportunities. The framework seeks to minimize adverse impact on the business objective and enhances the Companys competitive advantage. This risk management framework helps in managing market, credit and operations risks.

24. DETAILS ABOUT THE DEVELOPMENT AND IMPLEMENTATION OF POLICY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Since the Company does not fall in any of the criteria mentioned in section 135(1) of the Act, provisions of Section 135 of the Act, and rules framed thereunder relating to corporate social responsibility, are not applicable to the Company. Hence, no details in the regard have been furnished.

25. AUDITORS:

M/s. VSSB & Associates, Chartered Accountants, Ahmedabad, were appointed as the statutory Auditors by the members of the Company at their 13th Annual General Meeting to hold office up to the conclusion of 14th Annual General Meeting to be held in 2025.

26. INTERNAL AUDITORS:

The Company has appointed M/s. KR & Associates, Chartered Accountants, Vadodara, as an Internal Auditor of the Company to carry out the Internal Audit of various operational areas of the Company for the Financial Year 2025-26.

27. SECRETARIAL AUDITORS AND REPORT:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed CS Ramesh Kheradia as Secretarial Auditors of the Company. The Secretarial Audit Report in the prescribed format of MR-3 is annexed as Annexure - I to this Report.

28. COST RECORDS AND AUDIT:

The Company is neither required to maintain Cost Records nor required to appoint Cost Auditor pursuant to Section 148 of the Act and rules framed thereunder.

29. MANAGEMENT DISCUSSION AND ANALYSIS:

As required under regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the management discussion and analysis report for the year under review is enclosed as Annexure - II to this report.

30. MEDIAN EMPLOYEE DETAILS:

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be made available to any member on request.

31. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate system of internal controls in place. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliances with regulations and for ensuring reliability of financial reporting. The Company has continued its efforts to align all its processes and controls with global best practices in these areas as well.

Audit Committee of the Board of Directors, regularly reviews the audit plans, significant audit findings, adequacy of internal controls, compliance with Accounting Standards as well as reasons for changes in accounting policies and practices, if any.

32. REPORTING OF FRAUDS:

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed there under either to the Company or to the Central Government.

33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operation in future.

34. TRANSFER TO RESERVES:

The Company has not required to transfer any amount to its reserves. Hence, no amount is transferred to reserves.

35. CHANGE IN NATURE OF BUSINESS, IF ANY:

There was no change in nature of business during the year.

36. CHANGE IN SUBSIDIARY /JOINT VENTURE/ASSOCIATE COMPANY DURING

THE YEAR:

The Company does not have subsidiary/joint venture/associate Company and no Company has become/ceased to be subsidiary/joint venture/associate Company during the year.

37. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL

STATEMENTS:

System of adequate Internal Financial Controls with reference to the Financial Statements is already in place.

38. STATEMENT OF COMPLIANCE OF APPLICABLE SECRETARIAL

STANDARDS

In terms of Clause no. 9 of Revised SS-1 (Revised Secretarial Standards on Meetings of Board of Directors effective from 01.04.2024), your Directors state that the Company had been compliant of applicable secretarial standards during the year under review.

39. DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT

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

The Company in view of lesser than 10 employees was not required to constitute Internal Complaint Committee under POSH Act. However, the Company has zero tolerance approach towards Sexual Harassment of Woman at workplace. Further, there were no complaints received by the Company during the year under the review.

40. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM

The Company has in place Vigil Mechanism for directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud, or violation of code of conduct and its details are available on the website of the Company as per weblink.

41. STATEMENT OF COMPLIANCE OF MATERNITY BENEFIT ACT, 1961

Your Directors state that the Company is compliant of the provisions of the Maternity Benefit Act, 1961.

42. ACKNOWLEDGEMENTS:

Your Directors take opportunity to express their gratitude to government, bankers, advisors, customers, suppliers, employees and shareholders for their valuable support and co-operation.

	FOR AND ON BEHALF OF THE BOARD
Date: 3rd September, 2025
Place: Vadodara	Sd/-	Sd/-
	Mukund Purohit	Arti Purohit
	Managing Director	Director
	DIN: 02464280	DIN: 05186319