Purple United Sales Ltd Directors Report

DirectorsReport

Dear Members,

Your Directors have pleasure in presentingthe 11th Annual Report operationsof your Company along with thebusinessand the Audited Financial Statements and the Auditors Report thereon for the financial year ended 31 ^st March, 2025.

Financial summary or highlights/Performance of the Company (Standalone)

The financial performance of the Company (on a standalone basis) for the financial year 2024-25 is as follows:

(Rs. in Lakhs)

Particlulars	Standalone
	FY 2024-25	FY2023-24
Revenue from Operations	10,312.75	4,329.71
Other Income	2.76	14.15
Total Income	10,315.51	4,343.86
Total Expenses	8,242.44	3,380.89
Profit/(Loss) before Depreciation, Finance Costs, Exceptional Items and Tax	2,073.07	962.96
Profit/(Loss) before ExceptionalItems and Tax	1,407.87	504.02
Exceptional Items	-	-
Profit/(Loss) before Tax	1,407.87	504.02
Current Tax	411.46	129.63
Deferred Tax	(51.03)	(48.58)
Profit/(Loss) after Tax	1,047.44	422.98
Other Comprehensive Income/(Loss)	-	-
Earning per share (basic and diluted)	13.59	8.44

Results of operations and state of affairs for financialyear 2024-25

During the financial year 2024-25, your Companys revenue from operations stood at Rs. 10,312.75 lakhs as against Rs. 4,329.71 lakhs in the previous year, recording a growth of about 138.19% over previous year. On standalone basis, the Company has registered positive EBITDA of Rs. 2,073.07 lakhs during the financialyear 2024-25 as compared to positive EBITDA of Rs. 962.96 lakhs during previous financial year. During the year under review, your Company has registered profit after tax of Rs. 1,047 lakhs as against profit of Rs. 422.98 lakhs in the previous year, on standalone basis.

Conversion of Company from Private Limited to Public Limited

Your Company was originally incorporated as ‘Purple United Sales Private Limited as Private Limited Company under the provisions of Companies Act, 2013 vide Certificate of Incorporation dated 16 th September, 2014 bearing Corporate Number U51909DL2014PTC271636 issued by the Registrar of Companies, Central Registration Centre, Ministry of Corporate Affairs, Govt. of India. Subsequently, the name of your company has changed from ‘Purple United Sales Private Limited to ‘Purple United Sales Limited vide Fresh CertificateofIncorporationdated 20 th June, 2024 bearing Corporate Identification Number U51909DL2014PLC271636. Further, your Company was converted into a public limited Company pursuant to a special resolution passedby your shareholders at the EGM held on 11 th May, 2024.

The detailed information on the business operations of the Company and other relevant information Discussion and Analysis Report forming part of the Annual Report.

Initial Public Offer (IPO) and Listing at SME Platform of National Stock Exchange of India Limited ("NSE Emerge")

During the financial year 2024-25, the Company initiated the process of Initial Public Offer (IPO) for 26,04,000 Equity of Rs. 10/- each at an issue price of Rs. 126/- (including a premium of 116) having an issue size of Rs. 3,281 lakhs. With your year under review valuable support and confidence in the Company and its management, the IPO was subscribed 160.08 times, and the Equity shares of the Company were successfully listed on NSE Emerge on 18th December, 2024.

Nature of Business

The Company is engaged in the fashion business of design, development, sourcing, marketing,anddistributionof Kids Apparel and Footwear. There are 60+ Retail Stores/Exclusive Brand Outlet as on the date of this report. The products are sold directly to consumers as well as through distribution channels.

review, During there financial has been no change in the nature of Companys business.

Details of Lock–in of Shares

In accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the shares held by your esteemed Promoters and Public Shareholders (who held shares before your Initial Public Offering) are subject to and held in lock-in state as mandated by the SEBI regulations.

Dividend

With a view to strengthening the Companysfinancialpositionand ensuring sustainable growth, the Board of Directors has not recommended any dividend on the Equity Shares of the Company for the financial year 2024-25.

Transfer to Reserves

During the financial year, the Board of your Company has not appropriated/ transferred any amount to the reserves. The profit earned during the financial year has been carried to the

Share Capital structure of the Company

A. Authorized Capital and Changes thereon if any

During the year under review, the Company has increased its authorized share capital from Rs. 7,00,00,000 /- (Rupees Seven Crores) to Rs. 11,00 ,00 ,000 /- (Rupees Eleven Crores) by addition of 40,00,000 (Forty Lakhs Only) Equity Shares of Rs. 10/- (Rupee Ten Only) each aggregating to Rs. 4,00,00,000/- (Four Crores Only) in the Extraordinary General Meeting held on 11th May 2024.

B. Paid up Capital and Changes thereon, if any:

The Issued, Subscribed and Paid-up capital is Rs. 9,60,98,000/- (Rupees Nine crores Sixty Lakhs and Ninety-Eight Thousand Only) divided into 96,09,800 (Ninety-Six Lakhs Nine Thousand and Eight Hundred) equity shares of Rs. 10/-.

S. No. Type of Issue	Date of Allotment	No. of Shares Issued	Total Amount at face value (in Rs.)
1. Preferential Allotment	23rd May, 2024	3,72,800	37,28,000
2. Initial Public Offer	16th December, 2024	26,04,000	2,60,40,000
	Total	29,76,800	2,97,68,000

At the beginning of financial year 2024-25, the paid up share capital of the company was Rs. 6,63,30,000 comprising of 66,33,000 equity shares of Rs. 10 each. On 23rd May, 2024, the Company allotted 3,72,800 Equity Shares of Face Value of Rs. 10/- each at a premium of Rs. 72/- each amounting to Rs. 3,05,69,600/- to Public on Preferential Allotment basis through Resolution passed at the Extra Ordinary General Meeting held on 11 th May, 2024 Consequently, the Paid-up share capital increased to 7,00,58,000 comprised of 70,05,800 equity shares of Rs. 10 each. Further, pursuant to the IPO, and the allotment of equity shares on 16th December, 2024, the Paid-up Share Capital was increased to Rs. 9,60,98,000 comprised of 96,09,800 equity shares of Rs. 10 each. is given in the Management Therefore, the issued, subscribed, and Paid-up capital of the company is increased from Rs. 6,63,30,000 /- to Rs. 9,60,98,000 /-.

Allotment details and changes in share capital during the year are summarized in the table above.

been no change in the Issued, Paid-up and Subscribed Capital of the Otherthanabove-mentioned company during the financial

During the financial year under review, the Company has not issued any equity shares with differential rights / sweat equity shares under Rule 4 and Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014.

Employee Stock Option Plan (ESOP)

During the financial year under review, no shares have been offered by the Company pursuant to the SEBI (Share Based Employee Benefits) Regulations,2014 and as per the provisions of section 62(1)(b) of the Companies Act, 2013 ("the Act") read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

Further, during the current year, with a view to motivate the employees seeking their contribution to the corporate growth, to create a sense of ownership and participation amongst them, to attract new talents and to retain them for ensuring sustained growth, the Board of Directors of the Company, had at its meeting held on 27 th August, 2025, proposed implementation of ‘Purple United Sales Limited Employees Stock Option Scheme - 2025 to cover eligible employees of the Company, subject to the shareholders approval.

Deviation or Variation from proceeds or utilization of funds raised from Public Issue

Your Company got listed on NSE Emerge on 18th December, 2024, and and as of the date of this Directors Report, the funds raised from the public have been utilized for the purposes stated in the offer document, with no deviations or variations in use.

Transfer to Investor Education and ProtectionFund

There was no amount lying with regard to unpaid and unclaimed dividend of earlier years which was required to be transferred or is due to be transferred to the Investor Education and Protection Fund (IEPF) during the financial year 2024-25, in terms of the applicable provisions of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules), as amended time to time.

There were no shares which were required to be transferred or are due to be transferred to the IEPF, during the FY 2024-25.

Significant and material orders impacting the going concern status and Companys operations in future

no significant and material orders were passed by any regulator, tribunal or court which Duringthefinancial may impact the going concern status of the Company or its future operations.

Further, during the financial year under review, there was no instance ofonetime . settlementwithanybankorfinancialinstitution

Details of Subsidiary/Joint Ventures/Associate Companies

During the financial year under review, no Company became or ceased to be subsidiaries, joint ventures or associates of the Company.

There are no subsidiaries, joint ventures or associates of the Company.

Directors and Key Managerial Personnel

. Appointment of Director: The Board of Directors has in its meeting held on 26 th February, 2024, approved the Managing Director and Ms. Bhawna Seth as the Whole- time appointmentofMr.

Director for a period of three (3) years w.e.f. 01st April 2024, subject to approval of shareholders of the Company and the same were subsequently approved by the shareholders at the Extra Ordinary General Meeting held on 01 st March, 2024.

ii. Appointment of Non-Executive Independent Directors: During the financialyear under review, the appointment of Mr. Pankaj Lal Gupta (DIN: 07537290), Mr. Vishal Sharma (DIN: 10604586), Mr. Tarun Anand (DIN: 10617975) who were appointed as Non-Executive Independent Director by the Board of Directors, w.e.f. 08 th May, 2024 was approved by the shareholders at the Extra Ordinary General Meeting held on 11 th May, 2024.

iii. Director retiring by rotation: In accordance with the provisions of Section 152 of the Act and the Articles of Association the Company, Mr. Jatinder Dev Seth (DIN: 06944942), Managing Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment as director.

Your Directors recommend re-appointment of the above said director in the ensuing AGM.

iv. Profile of Director seeking re-appointment: The brief resume of the Director seeking re-appointment along with other details as stipulated under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI

Listing Regulations") and Secretarial Standards issued by The Institute of Company Secretaries of India, are provided in the Notice convening the ensuing AGM of the Company.

v. Declaration by Independent Directors: Your Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence provided in Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as independent director during the year underreview.TheIndependentDirectorshavealsoconfirmedthat they have complied with the Companys Code of Conduct for Board of Directors and Senior Managerial Personnel. Further, all the Directors have also tha they are not debarred to act as a Director by virtue of any SEBI order or any other authority. confirmed

vi. Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year: In the opinion of the Board, the Independent Directors possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014 (as amended).

vii. Meeting of Independent Directors: In accordance with the provisions of Schedule IV of the Act read with the Rules thereunder and Regulation 25 of the SEBI Listing Regulations, a separate meeting of the Independent Directors was held on 13 ^th December, 2024 without the attendance of Non-Independent Directors and members of the management. All the Independent Directors were present at the said meeting. The Independent Directors, inter-alia, reviewed the performance of Non-Independent Directors, Chairman and the Board of Directors as a whole, taking into account the views of the Executive and Non-Executive Directors. The Independent Directors also evaluated the quality, quantity and timelinessof flow of information between the Companys management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The pr to the Board about the key elements that emerge out of the meeting. Chairmanofthesaidmeeting also

viii. Registration in Independent Directors Data Bank: The Company has received confirmation from all the Independent Directors that they have registered themselves in the Independent Directors Data Bank of Indian Institute of Corporate Affairs at Manesar in compliance with the provisions of sub-rule (1) of rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

ix. Cessation and appointment of Key Managerial Personnel: year under review, The Board of Directors Duringthefinancial appointed Mr. Naresh Kumar as the Chief Financial Officer of the Company w.e.f. 01 st May, 2024 and Mr. Vishnu Kumar as the Company Secretary and Compliance Officer of the Company w.e.f. 20 th May, 2024. Mr. Vishnu Kumar resigned from the services of the Company w.e.f. close of business hours of 21st May, 2025.

Further, during the current year the Board of Directors on the recommendation of NRC has appointed Ms. Ayati Gupta as the Company Secretary and Compliance Officer of the Company w.e.f. 24th May 2025.

Apart from the above, there is no other change in the directors and KeyManagerialPersonnelduringthefinancialyear under review and thereafter.

Board Evaluation

In compliance with the applicable provisions of the Act and SEBI ListingRegulations, oftheNRChadapprovedandadoptedtheEvaluation setting out the process, format, attributes and criteria for the Policy performance evaluation of the Board, Board Committees and Individual Directors.

An annual performance evaluation of all Directors, the Committees of the Board and the Board as a whole was carried out during the year under review. For the purpose of carryingoutperformanceevaluation, questionnaires were circulated to assessment all Directors and their feedback was obtained and recorded. The Board of Directors has expressed its satisfaction with the evaluation process.

Public Deposits

During the financial year under review, your Company has not invited or accepted any deposits from the pursuant to the provisions of Sections 73 and 76 of the Act read with therefore, no amount of principal or interest was outstanding in respect of deposits from the Public as at the beginning or end of the financial year 2024-25.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

The Company does not have any manufacturing activity. Thus, the absorption are not applicable on the Company.

The Company continues to adopt sustainable business practices and strives to minimize its environmental impact by promoting resource conservation and safe operations across all its activities

The particulars regarding conservation of energy, technology absorption and foreign exchange earnings & outgo, as required Companies underSection (Accounts) Rules, 2014 ("Accounts Rules") are given below: 134

Conservation of Energy:

Steps taken for conservation :	Not Applicable
Steps taken for utilizing alternate sources of energy :	Not Applicable
Capital investment on energy conservation equipments :	Not Applicable
Technology Absorption:
Efforts made for technologyabsorption :	NIL
Benefits derived :	NIL
Expenditure on Research &Development, if any :	NIL
Details of technology imported, if any :	NIL
Year of import :	NIL
Whether imported technology fully absorbed :	NIL
Areas where absorption of imported technology has not taken place, if any :	NIL

Foreign Exchange Earnings/ Outgo (in Rs.):

Particulars	FY 2024-25	FY 2023-24
Inflow	Nil	Nil
	Nil	Nil

Auditors and Audit Reports

i) Statutory Auditors and Audit Report:

During the financial year under review, M/s. Naresh Agrawal & Associates, Chartered Accountants (Firm Registration Number: 9401N), who were appointed by the members at the 6th Annual General Meeting ("AGM") of the Company held on 30th December, 2020, as Statutory Auditors of the Company, for a period of five (5) consecutive years till the conclusion of the 11th AGM of the Company, tendered their resignation as the Statutory Auditors of the Company w.e.f. 05th April, 2024, due to some personal reasons.

In order to fill the casual vacancy consequent to the resignation of M/s. Naresh Agrawal & Associates, Chartered Accountants, the Board of Directors of the Company at their meeting held on 09 th April, 2024, after obtaining the consent and eligibility certificate under Section 139(1) of the Companies Act, 2013, (Firm Regn. No. 024492N), as the Statutory Auditors of the Company w.e.f. 09th April, 2024 till the conclusion of 10th AGM of the Company,subjecttotheapprovalandratificationby the Members and the same was approved by the shareholders at the Extra Ordinary General Meeting of the Company held on 11 th May, 2024. year under review, on Further,during the recommendation of the Board of Directors of the Company, the financial appointment of M/s. NGMKS & Associates, Chartered Accountants (Firm Regn. No. 024492N) as the Statutory Auditors of conservation the Company to hold office for a period of five (5) consecutive years from ofenergyand technology the conclusion of the10 th AGM of the Company held on 08th July, 2024 tillthe conclusion of the 15 th AGM of the Company, on a remuneration, out-of-pocket expenses, etc. incurred in connection with the audit as may be decided by the Board in consultation with the auditors from year to year, was approved by the shareholders at the AGM of the Company held on 08th July, 2024.

M/s. NGMKS & Associates has confirmed that they are not disqualified

The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended 31^st March, 2025.

The Notes to financial statements and other observations, if any, in the Auditors Report are self-explanatory and therefore, do not call for any further comments.

The Statutory Auditors Report for the financial year ended 31 st March, 2025 forms part of this Annual Report.

During the financial year 2024-25, the Statutory Auditors have not reported any incident related to fraud to the Audit Committee or the Board under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section (ca) of the Act.

ii) Secretarial Auditors and Secretarial Audit Report: Pursuant to the provisions of Section the Managerial Personnel Rules, the Board of Directors had appointed M/s. Brajesh Kumar & Associates, Practicing Company Secretaries to conduct Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report issued by them is annexed as Annexure - I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. During the financial year 2024-25, the Secretarial Auditors have not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

The Board of Directors, upon the recommendation of the Audit Committee, at their meeting held on 27 th August, 2025 has appointed M/s. Mohit Singh Kharayat & Co., Practicing Company Secretaries, as Secretarial Auditors, for conducting Secretarial Audit of the Company for the financial year 2025-26. Your Company has received written consent from M/s. Mohit Singh Kharayat & Co. to act as Secretarial Auditors of the Company for the FY 2025-26.

iii) Internal Auditors and Internal Audit Report: Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (as amended), the Board of Directors of the Company, has appointed M/s. Vikas Bansal & Associates, Chartered Accountants, [ICAI Firm Registration No.- 032441N], as the Internal Auditors of the Company for the financial year 2024-25.

The Internal Audit Findings and Report submitted by the said Internal Auditors, during the financial year, to the Audit Committee and Board of Directors of the Company, do not contain any adverse remarks and qualifications hence do not call for any further explanation by the Company.

Further, pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014 and on the recommendation of the Audit Committee, the Board of Directors appointed M/s. Vikas Bansal & Associates to conduct an Internal Audit of the Company for the FY 2025-26. Your Company has received written consent from M/s. Vikas Bansal & Associates to act as Internal Auditor of the Company for the FY 2025-26.

Risk Management

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business risks identified are systematically addressed through mitigating actions of the Audit Committee and the Board of Directors of the Company.

There are no risks identified by the Board which may threaten the existence of the Company. The detailed Risk Review is provided NGMKS &Associates,CharteredAccountants in the Management Discussion and Analysis Report, forming integral part of Annual Report.

Internal Financial Controls

Your Company has in place adequate internal financial controls commensurate to the size and nature of its business. The Company has policies and procedures in place for ensuring orderly and efficient conduct of its business and operations including adherence to the Companys policies, safeguarding detectionof frauds and errors, accuracy and completeness of the itsassets,preventionand accounting records and timely preparation of reliable financial information. The internal financial controls operate effectively no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and / or improved controls whenever the effect of such gaps have a material effect on the Companys operations

Board Meetings

During the financial year 2024-25, thirty-two (32) Board meetings dated 09th April 2024, 29th April 2024, 01st May 2024, 08th May 2024, 10th May 2024, 14th May 2024, 17th May 2024, 23rd May 2024, 18th June 2024, 21st June 2024, 13th July 2024, 23rd July 2024, 29th July 2024, 10th August 2024, 29th August, 2024, 07th September 2024, 25th September 2024, 28^th September 2024, 29th September 2024, 30th September 2024, 01st October 2024, 04th October 2024, 15th October 2024, 25th October 2024, 23rd November 2024, 30th November 2024, 10th December 2024, 13th December 2024, 16th December 2024, 17^th December 2024, 06th March 2025 and 28th March 2025 were held. The intervening gap between two meetings was not more than 120 days. The details of attendance of each Director at the Board Meetings during the year are as under:

Name of Directors	Designation	No. of Board meetingNo. of Board meeting (eligible to attend attended during the tenure)
Mr. Jatinder Dev Seth	Managing Director	32	32
Ms. Bhawna Seth	Whole Time Director	32 f the Act;	32
Mr. Niraj Rajpal	Non Executive Director	32	19
Mr. Pankaj Lal Gupta*	Independent Director	28	7
Mr. Tarun Anand*	Independent Director	28	10
Mr. Vishal Sharma*	Independent Director	28	11

*Mr. Pankaj Lal Gupta, Mr. Tarun Anand and Mr. Vishal Sharma were appointed as Non-Executive Independent Director w.e.f. 08th May, 2024.

The Company, being listed under SME segment, the provisions relating to Corporate Governance and number of memberships in ees are not applicable. committ y of inter-None of the Directors of the Company are related to each other as per section 2(77) of the Companies Act, 2013, except Mr. Jatinder Dev Seth and Ms. Bhawna Seth are spouse.

Committees of The Board of Directors

To ensure timely and effective functioning of the Board of Directors and the Company, in additionto compliance with the provisions of the Companies Act, 2013, Rules framed thereunder, SEBI Listing Regulations and other applicable regulations, guidelines, circulars and notifications of the Securities and Exchange Board of India ("SEBI"), the BoardofDirectorshasconstituted various Committees with specific terms of reference, which include Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The Committees meet as often as required. The Board is updated on the discussions held at the Committee meetings and the recommendations made by the various Committees. The minutes of meetings of these Committees are placed at the Board meetings. All the recommendations made by the Committees to the Board of Directors during the financial year 2024-25 were accepted by the Board of Directors.

A. Audit Committee

The Company has constituted the Audit Committee vide resolution passed in the meeting of Board of Directors held on 21st June, 2024 as per the applicable provisions of the Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and all applicable clauses of SEBI Listing Regulations(as amended).

The detail of the composition of the Audit Committee along with their meetings held/attended is as follows:

S. No. Name of Members	Category	Designation	Attendance at the Committee Meeting held
			13.07.2024	23.11.2024
1. Mr. Vishal Sharma	Independent Director	Chairman	Present	Present
2. Mr. Pankaj Lal Gupta	Independent Director	Member	Absent	Present
3. Mr. Tarun Anand	Independent Director	Member	Present	Present
4. Mr. Jatinder Dev Seth	Managing Director	Member	Present	Present

The Company Secretary of the Company shall act as a Secretary to the Audit Committee. The Chairman of the Audit Committee shall attend the Annual General Meeting of your Company to answer shareholder queries, if any.

All the members of the Committee are financially literate persons having vast experience in the area of finance, accounts, strategy & management. The Chairperson of the Audit Committee is an Independent Director.

The Audit Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board accordance with its powers as Part C of Schedule IIofSEBIListingRegulation, 2015 as amended and the Companies Act, 2013 or any other power and responsibilities as may be designated by the board of directors from time to time.

Terms of reference: The terms of reference and scope of the Audit Committee, inter-alia, include the following:

The recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

Review and monitor the auditors independence and performance, and effectiveness of audit process;

Examination and reviewing of the financial statement and the auditors report thereon before submission to the board for approval, with particular reference to: i. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms ofclauseofSub-Section(3) actices and reasons for the same; pr ii. Changes,ifany,inaccounting policies and iii. Major accounting entries involving estimates based on the exercise of judgment by management; iv. Significant adjustments made in the financial statements arising out of audit findings; v. Compliance with listing and other legal requirements relating to financial statements; vi. Disclosure of any related party transactions; vii. Qualifications in the draft audit report

Examination and reviewing, with the management, the quarterly financialstatements before submission to the board for approval;

Approvalor of the Company with related parties; subsequentmodification transactions investments;

Valuation of undertakings or assets of the Company, wherever it is necessary;

Evaluation of internal financial controls and risk management systems;

Monitoring the end use of funds raised through public offers and related matters;

Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

Reviewing the adequacy of internal audit function,if any, including the structure of the internal audit department, staffing and seniorityoftheofficial structure coverage and frequency of internal audit; heading the department,reporting significanfindings and follow up thereon; Discussionwithinternalauditorsofany

Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

Review, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the issue document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

Approve payment to statutory auditors for any other services rendered by the statutory auditors;

Look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors;

Approval of appointment of Chief Financial Officer (i.e., the Whole-time Finance Director or any other person heading function or discharging that function) after assessing the qualifications, experience andfinance candidate;

Oversee the procedures and processes established to attend to issues relating to the maintenance of books of accounts, administrations procedures, transactions and other matters having a bearing on the financial position of your company, whether raised by the auditors or by any other person;

Act as a compliance committee to discuss the level of compliance in and report to the Board on any significant compliance breaches;

(Reviewing the Management discussion and analysis of financial position and results of operations;

Reviewing the Management letters / letters of internal control weaknesses issued by the statutory auditors;

Reviewing the Internal audit reports relating to internal control weaknesses;

Reviewing the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee;

Reviewing the functioning of the Whistle Blower mechanism;

Reviewing/ redressal of complaint/s under the Sexual Harassment of Women at Workplace (Prohibition, Prevention & Redressal) Act, 2013;

Subject to and conditional upon approval of your Board, approval of related party transactions or subsequent modificationsthereto. Such approval can be in the form ofomnibusapprovalofrelatedpartytransactions,subject to conditions not inconsistent with the conditions specified in Regulation 23(2) and Regulation 23(3) of the SEBI LODR Regulations;

Establishment of a vigil mechanism for directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy in such manner as may be prescribed, which shall also provide for adequate safeguards againstvictimizationof persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases; from/investment by the holding company in the subsidiary Reviewthe exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower includingexistingloans / advances / investments existing as on the date of coming into force of this provision;

Such other functions/ activitiesas may be assigned/ delegated from time to time by the Board of Directors of the Company and/ or pursuant to the provisions of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and SEBI Listing Regulations.

Meetings:

During the financial year 2024-25, two meetings of the Committee were held.

B. Nomination and Remuneration Committee

The Company has constituted the Nomination and Remuneration Committee vide resolution passed in the meeting of Board of Directors held on 21st June, 2024 as per the applicable provisions of the Section 178 of the Companies Act, 2013, Schedule V and other applicable provisions of Companies Act, 2013 read with rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and applicable clauses of SEBI Listing Regulations (as amended).

The detail of the composition of the Nomination and Remuneration Committee along with their meetingsheld/attended is as follows:

S. No. Name of Members	Category	Designation	Attendance at the Committee Meeting held 13.07.2024
1. Mr. Vishal Sharma	Independent Director	Chairman	Present
2. Mr. Pankaj Lal Gupta	Independent Director	Member	Absent
3. Mr. Niraj Rajpal	Non Executive DirectorMember		Present

eecomprisesofnon- of independent directors. The Chairman of the Committee Committ The is an independent director.

The Company Secretary of your Company shall act as a Secretary to the Nomination and Remuneration Committee.

Terms of reference : The terms of reference of the Nomination and Remuneration Committee, inter-alia, include the following:

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

Formulation of criteria for evaluation of performace of Independent Directors and the Board;

Devising a policy on Board diversity;

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 and shall carry out evaluation of every directors performance;

Determining, reviewing and recommending to the Board, the remuneration of the Companys Managing/ Joint Managing/ Deputy Managing/ Whole time/ Executive Director(s), including all elements of remuneration package;

To ensure that the relationship of remuneration to perform is clear and meets appropriate performance benchmarks.

Formulating, implementing, supervising and administering the terms and conditions of the Employee Stock OptionScheme, Employee Stock Purchase Scheme, whether present or prospective, pursuant to the applicable statutory/regulatory guidelines;

Carrying out any other functions as authorized by the Board from time to time or as enforced by statutory/ regulatory authorities;

Formulatingand recommending to the Board of Directors for its approval and also to review from time to time, a nomination and remuneration policy or processes, as may be

Engaging the services of any consultant/professional or other agency for the purpose of recommending compensation structure / policy.

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.

Meetings:

-25, one meeting of the Committee was held.Duringthe

C. Stakeholders Relationship Committee

The Company has constituted the Stakeholders Relationship Committee vide resolution passed in the meeting Directors held on 21st June, 2024 as per the applicable provisions of the Section 178 sub section (5) of the Companies Act, 2013 read with rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and applicable clauses of SEBI Listing Regulations (as amended).

The detail of the composition of the Stakeholders Relationship Committee along with their meetings held/attended is as follows:

S. No. Name of Members	Category	Designation	06.03.2025
1. Mr. Niraj Rajpal	Non-Executive Director	Chairman	Present
2. Mr. Tarun Anand	Independent Director	Member	Present
3. Ms. Bhawna Seth	Whole-time Director	Member	Present
4. Mr. Jatinder Dev Seth	Managing Director	Member	Present

The Company Secretary of your Company shall act as a Secretary to the Stakeholders Relationship

The details of the investors complaints received and resolved during the financial year 2024-25 are as follows:

No. of complaints pending as on 01st April, 2024	Nil
No. of complaints received during the financialyear	2
No. of complaints resolved during the financialyear	2
No. of complaints pending as on 31st March, 2025	Nil

Terms of reference: The terms of reference of the Stakeholders Relationship Committee, inter-alia, include the following:

The Stakeholders Relationship Committee shall oversee all matters pertaining to investors of your Company.

Considering and resolving the grievance of security holders of the Company including complaints related to transfer of shares, non-receipt of annual report and non-receipt of declared dividends;

Monitoring transfers, transmissions, dematerialization, remateralization, splitting and consolidation of Equity Shares and securitiesissued by your Company, including review of cases for refusal of transfer / transmission of shares and debentures;

Reference to statutory andregulatoryauthoritiesregarding investor grievances;

To otherwise ensure proper and timely attendance and redressal of investor queries and grievances;

Such other functions / activities as may be assigned / delegated from time to time Company and/or pursuant to the provisions of the Act read with SEBI Listing Regulations.

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 dividend warrants/annual reports/statutory notices by the shareholders of the dividendsandensuring company.

Meetings: f Employees and Related

During the financial year 2024-25, one meeting of the Committee was held.

General Meeting / Postal Ballot

During the financial year ended 31st March, 2025, apart from AGM of the Company held on 08th July, 2024, the Company had sought approval of the shareholders through the following Extra Ordinary GeneralMeeting:

a. Extra Ordinary General Meeting dated 11th May, 2024 for seeking approval of the shareholders for - f Loans, Guarantees or

i. Increase in Authorized Share Capital and Alterationof Memorandum of Association ii. Approval for Issue and Allotment of Equity Shares on PreferentialBasis through Private Placement f the Act have been iii. Appointment of Statutory Auditor in Casual Vacancy iv. Appointment of Mr. Pankaj Lal Gupta as an Independent Director v. Appointment of Mr. Tarun Anand as an Independent Director vi. Appointment of Mr. Vishal Sharma as an Independent Director vii. Conversion from Private Limited Company into Public Limited Company viii. Modification in the Memorandum of Association ix. f a new set of Articles of Association o Adoption

b. No postal ballot was conducted during the financial year 2024-25.

Nomination Policy and Remuneration

Pursuant to the provisions of Section 178(3) of the Act, Regulation 19(4) of SEBI ListingRegulations and as of NRC, the Board has adopted a policy for appointment and remuneration of the Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company. The compensation and packages of the aforesaid persons are designed in terms of remuneration policy framed by the NRC. The remuneration policy of your Company may be accessed on the Companys website at the link: https://purpleunited.in/media/wysiwyg/investor/policy_for_nomination.pdf .

Weblink of Annual Return

As required pursuant to Section 134 and 92(3) of the Act, the Annual Return of the Company for the financialyear ended on 31st March, 2025 is available on the Companys website and can be viewed at: https://purpleunited.in/investors#financials.

Related Party Transactions

All contracts / arrangements / transactions entered by the Company with Related Parties during the year under review were in ordinary course of Business and at arms length basis. As per the provisions of Section 177 of the Act and Rules made thereunder read with Regulation 23 of the SEBI Listing Regulations, your Company had obtained approval of the Audit Committee ag items for entering into such transactions. omnibusapprovalrouteand/orunderspecific

All the related parties transactionare in compliance with the Accounting Standards issued by ICAI and further details are mentioned in the notes of the Financial Statements.

The Company has not entered into any material related party transactionsduring the year under review. Accordingly,thedisclosure of Related Party Transactions as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in the prescribed Form AOC-2 is not applicable.

Your Directors draw attention of the members to notes to the financialstatements which inter-alia set out related party disclosures as required under Accounting Standard 18 (AS-18) ‘Related Party Disclosures notified under Rule 7 of the Companies (Accounts) Rules, 2014 have been provided in the Notes forming part of the Financial Statements. As per the provisions of the Section 188 of the Act and Regulation 23 of SEBI Listing Regulations, your Company has formulated a policy on Related Party Transactions which is available on Companys website at the link https://purpleunited.in/media/wysiwyg/investor/policy_on_materiality.pdf. The policy intends to ensure that proper reporting,approval and disclosure processes are in place for all transactions between the Company and the Related Parties.

Particulars

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Managerial Personnel Rules") are provided in the prescribed format and annexed herewith as Annexure - II to this Report.

During the financial year under review, there was no employee whose remuneration was in excess of the limits prescribed under Rules 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

Particulars

The particulars of loans and guarantees given, security provided and investments made, if any, covered under the provisions of to the Financial Statements forming part of the Annual Report. Section 186

Material changes and commitments,ifany,affectingthe positionof the Company financial

As required under Section 134(3) of the Act, the Board of Directors inform the membersthatduringthefinancialyear under review, there have been no material changes, except as disclosed elsewhere in the Annual Report:

in the nature of Companys business;

in the Companys subsidiaries or in the nature of business carried out by them; and in the classes of business in which the Company has an interest.

Further, except as disclosed elsewhere in the Annual Report, there have been no material changes and commitments which can affect the financial position of the Company between the end of the

Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, issued by The Institute of Company Secretaries of India relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively have been duly followed by the Company, during the year under review.

Directors Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Act with respect to directors responsibility statement, it is hereby confirmed that:

a. in the preparation of the annual accounts for the financialyear ended31 standards st March, 2025, the applicable accounting have been followed along with proper explanation relating to material departures;

b. the directors have selected such accountingpolicies 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 at 31^st March, 2025 and of the profit /loss of the Company for the year ended 31st March, 2025;

c. the directors 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

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the Company andthatsuchinternalfinancialcontrols are adequate and were operating effectively; and

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

Listing and Depository Fees

The Equity Shares of the Company were listed on National "NSE EMERGE" on 18^th DecemberStock 2024. The requisite annual listing fees for the financial year 2024-25 have been paid to the National Stock Exchange of Limited ("NSE") according to the prescribed norms and regulations. The Company has also paid Annual Custody / Issuer fee to both Depositories based on invoices received from the Depositories and there is no outstanding payment as on date.

Dematerialisation of Shares

During the financial year under review, the Company has entered into tripartite with the KFin Technologies Limited, National Securities Depository Limited and Central Depository Services (India) Limited. As on 31st March, 2025, the share of the Company held in demat form represents 100% of the total Issued and Paid up Capital of the Company

The EquitySharesoftheCompanyhastheelectronicconnectivity under ISIN No. INE0P5R01014 and M/s. KFin Technologies Limited act as the Registrar and Share Transfer Agent of the Company.

Report on Corporate Governance

Your Company is committed to upholding the highest standards of corporate governance, ensuring compliance with the principles of good governance, and maintaining a robust framework that promotes transparency, accountability, and integrity in all the operations. Boards commitment to these principles reinforces their dedication to acting in the best interest of the stakeholders.

In accordance with Regulation 15(2) of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, the compliancewiththecorporategovernanceprovisionsasspecifiedin Regulations 17 to 27 and clauses (b) to (i) of sub-regulation(2) of Regulation 46, as well as Para C, D, and E of Schedule V, is not applicable to listed entities that have their specified listed on the SME Exchange.

Therefore, the requirement to file a Corporate Governance Report with the Stock Exchange does not apply to the Company for the financial year 2024-25.

Non-Applicability of the Indian Accounting Standards

As per Provision to regulation Rule 4(1) of thecompanies(IndianAccountingStandards)Rules,2015notifiedvide Notification No.

G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of CapitalandDisclosureRequirements)Regulations,2009,are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 01st April, 2017.

As your Company is also listed on Emerge Platform of NSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after 01 st April, 2017.

Reporting

The Financial Information is reported for the period 01st April, 2024 to 31st March, 2025. Some parts of the Non-Financial Information included in this Boards Report are provided as of the date of this Report.

Management Discussion and Analysis Report

Management DiscussionandAnalysisReportforthefinancialyear 2024-25, as required pursuant to Regulation 34, is presented in a separate section and forms an integral part of the Annual Report. It speaks about the overall industry structure, global and domesticeconomic scenarios, developments in business operations / performance of the Company, internal controls and their adequacy, risk management systems and other material developments during the financial year 2024-25.

Business Responsibility and Sustainability Report

In accordance with provisions of Regulation34(2) (f) of SEBI Listing Regulations the Company being SME listed, requirement of Business Responsibility and Sustainability Report is not applicable to the Company.

Corporate Social Responsibility ("CSR")

platform Pursuant to the provisions of Section 135(1) of the Companies Act, 2013, the provisions related to Corporate Social Responsibility (CSR) are applicable on companies having net worth of rupees five hundred crore or more; or turnover of rupees one thousand crore or more; or a net profit of rupees five crore or more.

Based on the financial statements of the Company for the Financial Year ended 31st March, 2025, the provisions of Section 135 of the Companies Act, 2013, have become applicable to the Company for the first time.

In compliance with the said provisions, the Board of Directors at its meeting held on 27 agreementfordematerializationofequityshares th August, 2025, has duly constituted the Corporate Social Responsibility(CSR)Committee. The composition of the CSR Committee is as follows:

S. No. Name of Members	Category	Designation
1. Mr. Vishal Sharma	Independent Director	Chairman
2. Mr. Jatinder Dev Seth	Managing Director	Member
3. Ms. Bhawna Seth	Whole-time Director	Member

The Company adopted CSR Policy on 27th August, 2025, identifying suitable projects for implementation in compliance with applicable legal provisions. The required CSR expenditure shall be incurred in the Financial Year 2025-26, based on the average net profits of the three immediately preceding financial years.

Cost Audit / Cost Records

The company is not required to maintain Cost Records as specified u/s 148(1) of the Companies Act, 2013 read with the applicable rules thereon for the Financial Year 2024-25. Hence the clause is not applicable to the Company.

Vigil Mechanism / Whistle Blower Policy

Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 9A of Securities andExchangeBoard (Prohibitionof Insider Trading) Regulations, 2015, India your Company has a Vigil Mechanism / Whistle Blower Policy for directors, employees and business associates to report genuine concerns regarding any unethical behavior or wrongful conduct and to enable employees to report instances of leak of unpublished price sensitive information. This Policy is available on the website of the Company and can be accessed at https://purpleunited.in/media/wysiwyg/investor/policy_for_vigil.pdf.

The Policy provides for adequate safeguards against victimization of whistle blower who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

Your Company hereby affirms that no director / employee has been denied access to the Chairman of the Audit Committee and that no complaint has been received during the year under review.

Policy on Prevention of Sexual Harassment at Workplace

To foster a positive workplace environment free from harassment of any nature, your Company has in place a Policy on prevention of sexual harassment at workplace in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). The Policy aims at prevention of harassment of women employees and guarantees non-retaliation to complainants. Your Companyhasconstituted an Internal Compliance Committee under the POSH Act for dealing with the complaint, if any, relating to sexual harassment of women at workplace.

Further, in terms of the provisions of the SEBI Listing Regulations, the details in relation to the POSH Act, for the financial year ended on 31st March, 2025 are as under:

a. Number of complaints pertaining to sexual harassment filed during the financial year: NIL b. Number of complaints pertaining to sexual harassment disposed off during the financial c. Number of complaints pertaining to sexual harassment pending as at the end of the financial year: NIL

Compliance with Maternity Benefit Act, 1961

In compliance with Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, as inserted by the Companies (Accounts) Second Amendment Rules, 2025, notified by the Ministry of Corporate Affairs on 30th May, 2025 and th July, 2025, the Board of Directors confirms that the Company has duly complied with the provisions of the Maternity Benefit Act, 1961 during the financial year under review.

Insolvency and Bankruptcy Code, 2016

During the financialyear under review, no applicationhas been admitted against the Company under Insolvency and Bankruptcy Code, 2016.

Policy for Prevention of Insider Trading:

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 came into effect from 15 th January, 2015 to put in place a framework for prohibition of insider trading in securities and to strengthen the legal framework thereof. Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,2015, the Company has formulated and adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("Code of Fair Disclosure") of the Company. The Code of Fair Disclosure is available on the website of the Company https://purpleunited.in/media/wysiwyg/investor/code_of_practices.pdf .

Further, pursuant to Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted a Policy for Code of Conduct to Regulate, Monitor & Report the Trading by Designated Persons and their Immediate Relatives. The Policy lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company and cautioning them on the consequence of non-compliance. The Company Secretary has been appointed as a Compliance Officer and is responsible for monitoring adherence to the Code. The code of conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives is also available on the website of the Company https://purpleunited.in/media/wysiwyg/investor/code_of_conduct.pdf.

Green Initiatives

Electronic copies of the Annual Report 2024-25 and the notice of the 11th AGM are being sent to all members whose email addresses are registered with the Company / Depository Participant(s). The Members holding shares who have not registered their email addresses with the Company and who wish to receive the Annual Report for the year 2024-25 can now register their e-mail addresses with the Company. For this purpose, they can send scanned copy of signed request letter mentioning folio number, complete address and the email address to be registered along with self-attested copy of the PAN Card and any document supporting the registered address of the Member, by email to the Company cs@purpleunited.in.

Acknowledgements

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from the shareholders, investors, financial institutions, banks / other lenders, customers, vendors and other the financial year. Your Directors also place on record their appreciation for the contribution made by the employees at all levels. Continuous operation has been made possible due to their hard work, solidarity, cooperation and support. Your Directors would also like to express their gratitude to the Government of India and government agencies for their support and look forward to their continued support in the future.

For and on behalf of the Board of Directors

Jatinder Dev Seth	Bhawna Seth
Managing Director	Whole-time Director
DIN: 06944942	DIN: 07385656

 

Place: Noida

Date: 27th August, 2025