soril holdings ventures ltd Management discussions

ECONOMIC OVERVIEW

Indias economy has been undergoing a Tran formative shift with the rapid adoption of digital technologies and the expansion of the digital ecosystem. This shift presents significant opportunities for digital platform providing companies to thrive and innovate. India is experiencing a digital revolution, with a massive surge in internet and smart phone penetration. This digital transformation is creating a vast user base that is hungry for online services and solutions.

The e-commerce sector is witnessing substantial growth, driven by changing consumer behavior and increased digital literacy. This provides a fertile ground for digital platforms that offer e-commerce, payment solutions, and digital marketplaces. Indias regulatory environment is becoming increasingly favorable for digital businesses. Reforms and policies are being designed to encourage innovation, protect user data, and facilitate ease of doing business. While urban areas are rapidly adopting digital services, rural markets remain largely untapped. Companies that can bridge this divide by offering relevant solutions stand to gain.

Indias start-up ecosystem is vibrant, with a strong emphasis on technology-driven solutions. Venture capital funding and investor interest continue to flow into innovative digital start-ups, digital landscape presents immense opportunities for companies offering digital platforms and services. The nations economic growth, rapidly expanding digital user base, and evolving regulatory environment create a conducive environment for digital.

INDUSTRY OVERVIEW

Prior to 2021, Indias GDP growth experienced fluctuations. The country had been one of the worlds fastest-growing major economies, with annual growth rates averaging around 6-8% in the years leading up to the COVID-19 pandemic. However, the pandemic had a significant impact on economic activity, resulting in a contraction of about 24% in the second quarter of 2020. Consumers are becoming more restrained in their purchases, with trading down for value buying, choosing convenience over anything else and sometimes opting for a combination of both.

India has a large and young population, which provides both opportunities and challenges. The workforce has contributed to economic growth, but also requires significant job creation and skill development.

The Company believes, despite the stressed economy there is a huge market potential in the social commerce space. The Indian E-commerce market is expected to grow to US$ 188 billion by 2025. The pandemic accelerated the adoption of multiple contact less services, including video and WhatsApp shopping and home delivery. Digital channel adoption for food delivery, grocery to all kind of shopping and services gained a higher share than before. Online sales increased by over 10% across most categories they are available in. The trend is expected to stay in India.

BUSINESS OVERVIEW

Due to change in business environment and economic scenario, which got impacted by the pandemic, the Company decided to upscale its digital platform business by being new age business ventures, where the Company management has a competitive edge, given Companys cutting edge technology platform and digital reach and in order to charter right direction for its continuous focus around promoting digital platform businesses and to grow to next frontier, the Company launched a social commerce marketplace Yaari, which enable small businesses and individual resellers to start their business online via social channels such as WhatsApp, Facebook, Instagram etc.

Yaari app is a social commerce marketplace for a bouquet of curated consumer products including, but not limited to, Fashion, Beauty and Personal care and electronics. Yaari is further looking to aggregate marketplace model to other online commerce verticals.

BUSINESS RESTRUCTURING

In accordance with the Companys long-term business objectives aimed at accelerating operational expansion and fostering consolidated business synergy, alongside streamlining the operations of the Company and/or its designated subsidiaries to establish a more streamlined and resource-pooled holding structure, the Board of Directors has sanctioned a composite Scheme of Arrangement. This scheme, subject to the requisite statutory and regulatory approvals including consent from the stock exchanges, SEBI, shareholders, creditors, and the jurisdictional bench of the National Company Law Tribunal (NCLT), encompasses various facets.

The pivotal feature of this Scheme involves the amalgamation of Indiabulls Enterprises Limited and Dhani Services Limited (DSL), along with specific subsidiary entities of DSL, into the Company. This convergence will lead to the formation of the "Amalgamated Company" or the "Resulting Company" known as "Yaari." Upon the Schemes implementation, fully paid-up equity shares of the Company will be allocated to shareholders of Dhani Services Limited and Indiabulls Enterprises Limited. The exchange ratio is outlined as follows:

(i) To the Shareholders of Dhani Services Limited:

"294 equity shares of Yaari INR 2/- each fully paid-up for every 100 equity shares of DSL of INR 2/- each fully paid-up."

"162 equity shares of Yaari INR 2/- each fully paid-up for every 100 equity shares of DSL of INR 2/- each partly paid-up. The paid-up value of the partly paid-up share is 55%, i.e., INR 1.1."

(ii) To the Shareholders of Indiabulls Enterprises Limited:

"110 equity shares of Yaari of INR 2/- each fully paid-up for every 100 equity shares of IEL of INR 2/- each fully paid-up."

(iii) To the Shareholders of India Land Hotels Mumbai Private Limited (ILHMPL)

Further upon demerger of the Real Estate Business Undertaking (as more elaborately defined under the Scheme) of ILHMPL and vesting of the same with and into Indiabulls Pharmacare Limited (IPL), presently a wholly owned subsidiary of Indiabulls Enterprises Limited and upon the scheme coming into effect , IPL will become the wholly owned subsidiary of the Company, the shareholders of the ILHMPL will be allotted "322 Fully Paid-up equity shares of the Company of INR 2/- each for every 1 equity share of the Demerged Company, ILHMPL".

INDUSTRY STRUCTURE AND DEVELOPMENT AND BUSINESS OUTLOOK

The Company is resolutely dedicated to constructing a steadfast, secure, and sustainable business model, driven by an unwavering focus on capitalizing on growth opportunities within the industry. We envision ourselves as an emerging online commerce entity grounded in fundamental business principles, with a strong emphasis on effective governance, streamlined operations, innovation, and fostering trust.

At present, the Indian social commerce landscape is in its fledgling phase, projected to burgeon to a valuation of US$ 70 billion by FY 2030. This remarkable expansion is attributed to its ability to cater to distinct consumer demands. The phenomenon of social commerce is poised to democratize the entire e-commerce sector, predominantly propelled by decentralized models built upon foundations of trust and community. Additionally, it is poised to restructure the traditionally disorganized long-tail segments within the online commerce industry.

The Companys digital app, Yaari, combined with the digitally connected Bharat, is primed to expedite the acceleration of online commerce growth. In doing so, it aims to establish an ecosystem that provides income support to more than 40 million aspiring Indians.

The Government of India has introduced a slew of initiatives, including Digital India, Make in India, Start-up India, Skill India, and the Innovation Fund. Effective and timely implementation of these initiatives is poised to substantiate the growth of E-commerce within the country. Noteworthy initiatives undertaken by the Government to bolster E-commerce include:

Foreign Direct Investment (FDI): The allowance of 100% FDI in B2B Commerce and automatic route-based 100% FDI in the marketplace model of ecommerce.

Government eMarketplace (GeM): With over 38 lakh sellers and service providers across 21,000+ product and 240+ service categories, GeM has been a significant platform for government procurement. In FY 22, government procurement from micro and small enterprises amounted to Rs. 42,586 crore.

National Retail Policy: The proposed national retail policy has identified key areas for improvement, including ease of business, license process rationalization, retail digitization, reforms focus, and facilitating an open network for digital commerce.

Digital India Initiatives: The launch of initiatives like Umang, Start-up India Portal, Bharat Interface for Money (BHIM), and others under the Digital India movement has played a pivotal role in boosting digitization.

5G Infrastructure Investment: Substantial government investment in rolling out fiber networks for 5G is poised to significantly enhance E-commerce in India.

Beyond this, the confluence of technology adoption, positive demographic shifts, and educational advancements have all contributed to this impressive growth trajectory. Consequently, the outlook for online commerce markets in emerging economies remains highly favourable, even in the face of cyclical and structural factors that impact overall macro growth prospects.

OUR STRATEGY

Our strategic vision centres around placing our customers at the heart of every endeavour. We are steadfast in our commitment to establishing a sustainable organization that aligns seamlessly with the aspirations of our stakeholders. Our core tenet lies in delivering exceptional value to our clients while concurrently cultivating growth prospects for our employees and ensuring lucrative returns for our investors. The bedrock of the Companys long-term, profit-oriented growth strategy rests on the perpetual expansion of its diverse business verticals within the Indian market. Simultaneously, we are unwavering in our determination to channel investments into uncharted territories, exploring new markets, and embarking on novel business avenues.

The customer experience is at the centre of the industry

Contemporary consumers are increasingly seeking a level of transparency and seamlessness in their interactions, facilitated by cutting-edge technology that furnishes swift access to information and feedback. These evolving customer preferences are establishing fresh benchmarks for convenience, ease, and value, prompting an anticipation of round-the-clock accessibility along with personalized offerings at competitive price points. Consequently, the trajectories of customer journeys have assumed paramount significance, with a growing emphasis on enriching customer experiences. This dynamic shift is manifesting as a pivotal mandate within the online commerce sector..

Digitisation

The advent of digital technology has ushered in a transformative era in online commerce, marking a significant paradigm shift. The escalating reach of the internet, poised to encompass an anticipated 900 million users by 2024, is poised to exert a lasting impact on the landscape of online commerce as well as various other industries.

The boundaries that once demarcated distinct business domains have become increasingly indistinct, complemented by an exponential influx of information. This confluence has engendered an ultra-competitive market milieu wherein constant innovation and agility are pivotal for survival. The swift evolution of consumer behavior underpins the necessity to deliver an uninterrupted, end-to-end purchasing experience that is devoid of friction.

Considering the existing and prospective digital clientele of Yaari, along with the substantial potential within the digital business realm, the Company is poised to embark on a trajectory that aligns with its significant existing and future ventures. This strategic pursuit will particularly encompass the domain of social commerce business, conducted digitally under the banner of Yaari, through the dedicated Yaari app. This paradigm shift foresees the cessation of physical branches. Leveraging its extensive customer outreach, Yaari will undertake the sales, service, and dissemination of consumer products from the Companys subsidiaries, as and when these products are introduced. This process will be facilitated through an intuitive product user interface bolstered by astute product recommendations and a streamlined claims process.

OUR STRENGTHS

Presence of dynamic leadership and professional management team

The stewardship of the Company and its group entities is entrusted to seasoned industry stalwarts, each distinguished in their respective domains. These dynamic teams are overseen by Boards comprising accomplished industry veterans, fostering a nexus of unparalleled expertise. The Groups strength is derived from the amalgamation of the multifaceted experiences of these accomplished individuals. The impending foray into the realm of social commerce business is poised to tap into the reservoir of insights and know-how that these experts bring to the table.

In addition to the existing wealth of knowledge, the Company will also be bolstered by a cadre of online commerce specialists. The Company is poised to capitalize on the acumen of highly skilled and seasoned key management personnel, alongside a well-trained and proficient workforce. The strategic collaboration with business partners, coupled with the potent amalgamation of robust analytical capabilities and a strong technical foundation, further augments the Companys competitive edge.

Technological expertise

The Company has adeptly harnessed technology to extend its footprint into the hinterlands. The technological orientation of the Group is directed towards enhancing customer-centricity, with an objective of providing unparalleled customer convenience while optimizing cost efficiencies to the maximum extent..

Robust systems and process

The Company places a profound faith in the potency of its systems and processes, recognizing them as a cornerstone of its strengths. In light of the enduring nature of its business pursuits, the Company is resolute in establishing resilient systems and processes that facilitate the systematic expansion of its operations. A paramount endeavor on our agenda involves the development of robust and appropriate systems and processes, meticulously crafted to ensure the Companys investments are fully aligned with prevailing regulatory prerequisites and asset-liability norms.

OPPORTUNITIES

The social commerce sector in India is poised for substantial growth and teems with vast potential and opportunities. In the contemporary landscape, buoyed by a regulatory framework, an increasingly digitally literate customer base, and technological facilitators, we are poised advantageously to harness the existing possibilities. While the current market is predominantly centered around urban demographics, we are firm believers in the prospect of uncharted territories by reimagining the social commerce paradigm. This, in turn, holds the potential to unlock hitherto untapped markets.

The Company identifies several pivotal growth catalysts within the current market that substantiate its various business operations and opportunities::

Favourable demographics and economic factors

Indias demographic and economic landscape presents a significant advantage for the growth and development of various industries, including online commerce. With a population exceeding 1.3 billion people, India boasts a youthful demographic profile, with a substantial proportion of its population under the age of 35. This demographic dividend translates into a large and increasingly digitally savvy consumer base, eager to engage with online platforms for various needs.

Moreover, the growing middle class and rising disposable incomes contribute to higher consumer spending patterns. As more individuals join the digital realm, particularly in rural areas, there is an expanding market for online goods and services. This trend aligns well with the online commerce sector, which can tap into this burgeoning consumer demand.

Indias economic growth trajectory, despite its fluctuations, has maintained a positive momentum over the years. A stable and growing economy provides a conducive environment for consumers to explore online purchasing options. Additionally, the Government of Indias initiatives such as "Digital India" and "Make in India" have fostered digital adoption and ease of doing business, further propelling the growth of online commerce.

Shifting towards Online Commerce

The apprehensions stemming from the Covid-19 pandemic have led to heightened awareness among individuals regarding the merits of online commerce. The enforced lockdowns, necessitated by the pandemic, have prompted both new buyers and sellers to migrate towards digital platforms. The imperative of adhering to social distancing norms, combined with the heightened accessibility of the internet, has catalysed the adoption of online commerce, extending its reach beyond urban centers and into smaller towns and rural regions.

This seismic shift in consumer behavior is attributed to the necessity brought about by the pandemic, hastening the uptake of online commerce. According to Forrester Research, the Indian e-commerce sector witnessed a 7-8% surge in sales in 2020. Furthermore, the sector experienced remarkable growth, largely driven by consumers pivoting towards online shopping as an alternative to physical store visits due to the restrictions imposed by lockdowns.

In essence, the Covid-19 pandemic has ushered in a transformation in consumer behavior, fostering a swifter and wider embrace of online commerce. This shift has not only driven growth in the sector but has also underscored the pivotal role online platforms play in catering to consumer needs, particularly during unprecedented times.

Untapped Market

India ranks second in terms of the number of internet users. This number is split almost equally among urban and rural users. The number of internet users is further set to rise, with initiatives such as Digital Village providing internet access to more people. While the primary focus of the industry has been urban population, the potential to tap the tier 2 and tier 3 consumer is huge.

The majority of the consumers from tier 2, tier 3 cities and rural areas engage in value-based shopping driven via people they know-family members, friends, acquaintances or connections

RISKS AND THREATS

Uncertainty

Uncertainty encapsulates the challenge of foreseeing future outcomes with assuredness. Given the pervasive nature of uncertainty, it becomes imperative to factor in the potential consequences of deviations from anticipated projections. The prevailing environments inherent unpredictability, encompassing market volatility and fluctuations in consumer confidence, introduces the likelihood of a decline indemand. This prospective dip could stem from wavering consumer confidence in the stock market, further exacerbated by the overarching uncertainty that pervades the landscape..

Supply chain management

The extensive disruptions resulting from Covid-19-induced lockdowns have triggered a myriad of challenges that encompass various aspects such as production, supply chain management, and distribution networks. These multifaceted risks are characterized by their fluid nature, continuously evolving and presenting significant dangers. The implications stretch to the possible disruption of supply chains and manufacturing processes, thereby adversely impacting the entirety of business operations.

Cyber security risk:

Our operational landscape is progressively reliant on IT systems, digital interactions, and information management. The looming threat of cyber-attacks, encompassing unauthorized access, sensitive data misuse, or operational disruptions, can significantly impede business operations across various dimensions.

SEGMENT -WISE OR PRODUCT -WISE PERFORMANCE

The Groups primary business segment is reflected based on principal business activities carried on by the Company. As per Indian Accounting Standard 108, which was notified under the Companies (Indian Accounting Standards) Rules, 2015 and is specified in Section 133 of the Companies Act, 2013, the Group operates in one reportable business segment and primarily operates in India. Therefore, it is considered a single geographical segment.

SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS AND CHANGE IN RETURN ON NETWORTH

In compliance with the requirements of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with other key financial ratios and changes in Return on Net worth of the Company (on standalone basis) including detailed explanations therefor are as under:

Particulars	2022-23	2021-22
Ratios - Balance Sheet
During the year 2022-23, the Company has booked its financial liabilities at fair value through profit or loss, due to which the current ratio has increased to 0.49 as compared to 0.03 o the previous year.
Current Ratio	0.49	0.03
Ratios - Financial performance
The basic and diluted EPS of the Company increased during the FY 2022-23, as the Company has a net profit after tax of ^412.99 crore as compared to loss of ^170.15 crore in the previous year.
Net Profit Margin	412.99	(170.15)
Basic EPS (in ^)	41.12	(16.94)
Diluted EPS (in ^)	41.12	(16.94)

Change in Return on Net worth:

During the FY 2022-23 and FY 2021-22, the total equity of the Company has negative balances and hence return on net worth is negative/ not applicable in both the years.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate systems of internal control commensurate with its size and nature of business. It has institutionalised a robust and comprehensive internal control mechanism across all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws, and regulations. The Board Audit Committee oversees the compliance framework of the Company. The Company has formulated various internal policies/procedures and an employee code of conduct, which govern the day-today activities to ensure compliance. The Internal audit function provides independent and reasonable assurance about the adequacy and operating effectiveness of the Internal Controls to the Board and the Audit Committee.

HUMAN RESOURCES

The Company firmly believes that its employees are the key to driving performance and developing competitive advantage. The emphasis has been on proper recruitment of talent and empowerment while devoting resources for their continuous development. The structured recruitment process, which the Company employs, focuses on recruiting people who have the right mind set for working, supported by structured training programs and internal growth opportunities. As of March 31, 2023, our workforce for business purposes consists of 4 employees. To optimize resources and streamline operations some of the erstwhile employees of the Company were shifted to its other group companies. It is noteworthy that the transition was executed seamlessly, with all employees of group companies and subsidiaries offering their unwavering support to the functioning of our company.

CAUTIONARY STATEMENT

"Statements in this Report on Management Discussion and Analysis describing the Companys objectives, estimates, and expectations may be forward-looking based on certain assumptions and expectations of future events. Actual results might differ substantially or materially from those expressed or implied by such forward-looking statements due to various factors and uncertainties.

The term Company referred to herein pertains to the consolidated entity, including its subsidiary(ies).

The Company wishes to cautions that any forward-looking statements contained in this report are inherently uncertain and subject to risks, uncertainties, and changes in circumstances that are difficult to predict. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from the expressed or implied expectations.

Factors that could cause or contribute to differences in actual results include, but are not limited to, changes in economic, business, competitive, technological, regulatory, market, and other factors. The Company does not undertake any obligation to update forward looking statements to reflect events or circumstances after the date of this report."

This disclaimer helps communicate to stakeholders that forward-looking statements inherently involve uncertainties and that actual outcomes might differ from the expressed expectations. It emphasizes the Companys commitment to transparency while acknowledging that changes in circumstances can impact future events and results.

THE COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE

The fundamental principle of Corporate Governance is to achieve sustained growth ethically and in the best interest of the Company (Yaari) and all its stakeholders. It is not merely the compliance with laws, rules, and regulations, but rather a commitment to values, best management practices, and adherence to the highest ethical principles in all dealings. This commitment aims to achieve the Companys objectives, enhance stakeholder value, and fulfill its social responsibilities.

The Company is committed towards achieving the highest standards of Corporate Governance coupled with best in class practices across all its business operations thereby ensuring its core values i.e. Customer First, Transparency, Integrity and Professionalism. The Company focuses on implementing the robust, resilient and best corporate practices in every facet of its operations and in all spheres of its activities for generating significantly greater returns and maximizing shareholders value.

The Company also engages itself in a credible and transparent manner with all its stakeholders which help them to understand its long term strategies. All its actions are governed by its values and principles, which are reinforced at all levels of the Company. This together with meaningful CSR activities has enabled your Company to earn the trust and goodwill of its investors, business partners, employees and the communities, in which it operates.

In line with the nature and size of operations, the Corporate Governance framework of the Company, is based on the following main principles:

Optimizing the size and composition of Board to ensure that it has the appropriate mix of domain, functional, operational and legal expertise with the relevant experience and commitment to discharge their responsibilities and duties, thereby ensuring transparency and independence in the functions of the Board.

Ensuring timely flow of information to the Board and its Committees to enable them spending adequate time on strategy, performance, talent, risk management, succession planning and social responsibility with clear vision and guidelines to discharge their functions effectively.

Timely and balanced disclosure of all material information concerning the Company to all stakeholders and protection of their rights and interests.

Independent verification and assured integrity of financial reporting.

Engaging and communicating with long-term institutional investors and constructively engaging with them on matters of strategic importance.

A sound system of risk management, internal control, anti-bribery and anti-corruption business practices.

Compliance with applicable laws, rules and regulations in letter and spirit.

The Company is in compliance with the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

2. BOARD OF DIRECTORS ("BOARD")

A. Composition and size of the Board

The Board of the Company has been constituted in compliance with the Companies Act, 2013 and Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "SEBI LODR") as amended and in accordance with highest standards of Corporate Governance in its management, which ensures an appropriate mix of Executive/Non Executive, Woman Director and Independent Directors with demonstrated skill sets and relevant experience. The Board members have professional knowledge and experience in diverse fields.

Presently, the Board consisted of 6 (six) directors of whom one being Executive Director & designated as CEO and the remaining five directors being non- executive Independent directors (one of them being Woman Director).

The core skills/ practical experience/ special knowledge/ competencies those are identified by the Board of Directors of the Company, as required in the context of Companys business(es) and sector(s) to function effectively are building and scaling up digital platform, insurance, sales and marketing of digital platform business and insurance products, Finance Management, Tax Regulatory compliances, business strategy, business development, resource mobilization, credit control, collections, Economics, Law, Business Management, Risk Management, Human Resources, project execution etc. The Directors of the Company have mapped their skills based on the board skill matrix.

The details of Directors, directorship in listed companies, number of directorships held by them in other companies and also the number of their memberships and chairmanships on various Board Committees, including skill sets/ expertise/ competencies/ practical knowledge, as on March 31, 2023 are as under:

S. No. Name of the Director	Nature of Office	Special Knowledge/ Names of the other Practical Experience/ Skills/ listed entities where Expertise/ Competencies the person is a director	Category of directorship in other listed entities where the person is a director	No. of Directorships in other Listed Companies	No. of Directorships in other Companies*	No. of Memberships/ Chairmanship in Board Committees of various companies (including the Company)** Member Chairman
1. Mr. Kubeir Khera (DIN: 03498226)	CEO & Executive Director	Business Strategy, Business N.A. development, brand building, marketing & sales across advertising, financial services and real estate sectors, deep understanding of digital businesses	N.A.	NIL	8	1	Nil
2. Mr. Praveen Kumar Tripathi (DIN: 02167497)	Non-Executive Independent Director	Risk Management, Corporate Indiabulls Real Estate Governance, Operations and Limited Process Optimisation JBM Auto Limited Religare Enterprises Limited	Non-Executive- Independent Director Non-Executive- Independent Director Non-Executive- Independent Director	3	4	7	2
3. Mr. Aishwarya Katoch (DIN: 00557488) (refer Note 2)	Non-Executive /Independent Director	Industry Knowledge & Dhani Services Experience, Financial, Limited Regulatory / legal & Risk Management, Corporate Governance, Operations and Process Optimisation	Non-Executive- Independent Director	1	2	3	1
4. Mr. Gurinder Singh (DIN: 08183046) (refer Note 2)	Non-Executive /Independent Director	Industry Knowledge, legal & Indiabulls Enterprises Risk Management, Corporate Limited Governance, Operations and Process Optimisation	Non-Executive- Independent Director	1	Nil	Nil	Nil
5. Ms. Supriya Bhatnagar (DIN: 08731453) (refer Note 3)	Non-Executive /Independent Director	Industry Knowledge, legal & Indiabulls Enterprises Risk Management, Corporate Limited Governance, Operations and Process Optimisation Indiabulls Real Estate Limited #	Non-Executive- Independent Director Non-Executive- Independent Director	2	Nil	2	Nil
6. Mr. Prem Prakash Mirdha (DIN: 01352748) (refer Note 4)	Non-Executive/ Independent Director	Industry Knowledge Indiabulls Enterprises & Experience, Risk Limited Management, Corporate Governance, Operations and Indiabulls Rural Process Optimisation Finance Limited A	Non-Executive- Independent Director Non-Executive Director	2	2	4	2

Note 1: Effective from April 8, 2022, Mr. Manvinder Singh Walia, Executive Director, and Mr. Ajit Kumar Mittal, Non-Executive Director, tendered their resignations. Subsequently, on June 23, 2022, and October 11, 2022, Justice (Retd.) Gyan Sudha Misra and Mr. Gurruppa Mr. Gopalakrishna, Independent Directors, also resigned from their respective positions on the Companys Board of Directors.

The tenure of Mr. Shamsher Singh Ahlawat, an Independent Director of the Company, concluded on September 25, 2022, marking the conclusion of his second consecutive term.

Note 2: Mr Gurinder Singh and Mr Aishwarya Katoch, Non-executive Independent Directors have been appointed as Independent directors on the board of Company w.e.f. September 5, 2022.

Note 3: On April 8, 2022, Ms. Supriya Bhatnagar (DIN: 08731453) assumed the role of Non-executive Independent Director on the Companys board. However, due to the inability to secure consent from the shareholders for her appointment as an Independent Director within the stipulated three-month period following her appointment, Ms. Supriya ceased to hold her directorship in the Company as of July 7, 2022.

During its meeting convened on September 6, 2022, the Board undertook various matters, including the appointment and reappointment of Ms. Supriya Bhatnagar. Subsequently, her appointment received the requisite approval from the Companys shareholders during the fifteenth Annual General Meeting held on September 30, 2022.

Note 4: On June 23, 2022, Mr. Prem Prakash Mirdha (DIN: 01352748) assumed the role of Non-executive Independent Director on the Companys board. However, due to the inability to secure consent from the shareholders for his appointment as an Independent Director within the stipulated three-month period following his appointment, Mr. Mirdha ceased to hold his directorship in the Company.

During its meeting convened on September 6, 2022, the Board addressed various matters, including the appointment and reappointment of Mr. Mirdha. Subsequently, his appointment received the necessary approval from the Companys shareholders during the fifteenth Annual General Meeting held on September 30, 2022.

*Includes directorships held in private limited companies, foreign companies and Companies under Section 8 of the Companies Act, 2013.

**Only memberships of the Audit Committee / Stakeholders Relationship Committee in various public limited companies and chairmanship of the Audit Committee / Stakeholders Relationship Committee in various equity listed limited companies, including this listed company are considered, as per Regulation 26 of the SEBILODR.

***Includes Chairmanship in the Committees.

A Only debt securities of these companies are listed on BSE.

# Ms. Bhatnagar had tendered her resignation from the board of Indiabulls Real Estate Limited, effective May 26, 2023.

The Board do hereby confirm that all the present Independent Directors of the Company fulfil the conditions specified in the SEBI LODR Regulations and are independent of the management of the Company.

The Board had accepted all recommendation of the Committees of the Board which are mandatory required, during the financial year 2022-23.

The Company has familiarization programme for Independent Directors with regard to their roles, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company etc. The familiarization programme along with details of the same imparted to the Independent Directors during the year are available on the website of the Company at https://www.yaari.com/api/static/Investors/1676891934651Familiarizationprogrammes_IndependentDirecrtors. pdf

B. Details of Board Meetings and the last Annual General Meeting (AGM) and attendance record of Directors thereat

The Companys Board meetings are conducted with a strong emphasis on professionalism, ensuring that proper notice, board papers, agendas, and accompanying explanatory notes or pertinent information are provided to each director well ahead of time. Additionally, the senior management team, including the Chief Financial Officer (CFO) and relevant senior executives, is typically extended invitations to participate in these board meetings. This inclusion allows for supplementary insights to be shared on the topics under deliberation by the Board.

During these board meetings, Executive Directors and senior management take the initiative to elucidate various subjects to the Board members. These topics encompass a wide range, such as financial outcomes, operational concerns, and other pertinent matters. This transparent and comprehensive approach fosters an environment of informed decision-making and robust discussions.

During the financial year 2022-23, the Board met 6 (Five) times. The dates of the meetings were May 28, 2022, June 15, 2022, August 12, 2022, September 5, 2022, November 11, 2022, and January 27, 2023. During the year, a separate meeting of the Independent Directors was held on March 21, 2023 without the attendance of non-independent directors and the members of the management. All Independent Directors attended the said meeting. At the meeting, the independent directors assessed the quality, quantity and timeliness of the flow of information between the Companys management and the board.

The last Annual General Meeting (AGM) of the Company was held on September 30, 2022.

Attendance of Directors at the Board Meetings held during the FY 2022-23 and at the last Annual General Meeting are as under:

Sl. No. Name of the Directors	No. of Meetings held during the tenure	No. of Board Meetings attended	Attendance at the last AGM
1 Mr. Kubeir Khera (DIN: 03498226)	6	6	Yes
2 Mr. Manvinder Singh Walia (DIN: 07988213)#	6	0	No
3 Mr. Ajit Kumar Mittal (DIN: 02698115)#	6	0	No
4 Mr. Shamsher Singh Ahlawat (DIN: 00017480)*	6	3	No
5 Mr. Gurrappa Gopalakrishna (DIN: 06407040)**	6	4	Yes
6 Justice Gyan Sudha Misra (Retd.) (DIN: 07577265)**	6	2	No
7 Mr. Praveen Kumar Tripathi (DIN: 02167497)	6	6	Yes
8. Mr. Aishwarya Katoch (DIN: 00557488)***	6	2	Yes
9. Mr. Gurinder Singh (DIN: 08183046)***	6	2	Yes
10. Mr. Prem Prakash Mirdha (DIN: 01352748)#	6	4	Yes
11. Mrs. Supriya Bhatnagar (DIN: 08731453)$	6	3	Yes

•Resigned w.e.f. April 8, 2022, due to their other personal commitments.

*Mr. Ahlawat could not attend the meeting held on June 15, 2023 due to other personal commitments and cease to be director from the board of company due to completion of 2^nd consecutive tenure w.e.f. September 25, 2022

** Justice Gyan Sudha Misra (Retd.) and Mr. Gurrappa Gopalakrishna had resigned from the position of Non-executive Independent Director w.e.f. June 23, 2022 and October 11, 2022 respectively, due to their other personal commitments.

*** Mr. Aishwarya Katoch and Mr. Gurinder Singh have been appointed as Non-executive Independent Directors on the board of the Company, effective from September 5, 2022.

• Mr. Mirdha has been re-appointed as Non-executive independent director on the board of Company w.e.f. September 23, 2022.

$ Mrs. Bhatnagar has been re-appointed as Non-executive independent director on the board of Company w.e.f. September 5, 2022.

The minutes of the Board meetings of the unlisted subsidiary companies of the Company are placed before the Board meetings of the Company on a quarterly basis. Further, terms of reference are revised periodically to align with the provisions of Companies Act, 2013, SEBI LODR Regulations.

3. COMMITTEES OF THE BOARD

The Board has constituted various Committees to take informed decisions in the best interest of the Company. These Committees monitor the activities falling within their terms of reference.

The role and the composition of statutory committees including number of meetings held during the financial year and participation of the members at the meetings of the committees, during the year are as under:

A. Audit Committee

Composition

The Audit Committee of the Board currently comprises of three members, all Non-executive Independent Directors, namely Mr. Aishwarya Katoch, as Chairman, Mrs. Supriya Bhatnagar and Mr. Prem Prakash Mirdha, as other two members of the Committee and Mr. Lalit Sharma is the Secretary to the Audit Committee.

Mr. Lalit Sharma, Company Secretary of the Company also acts as the Secretary of the Audit Committee.

Terms of reference of the Audit Committee

The terms of reference of the Audit Committee, inter-alia, includes:

• To oversee the financial reporting process and disclosure of financial information;

• To review with management, quarterly and annual financial statements and ensure their accuracy and correctness before submission to the Board;

• To review with management and internal auditors, the adequacy of internal control systems, approving the internal audit plans and reviewing the efficacy of their function, discussion and review of periodic audit reports including findings of internal investigations;

• To recommend the appointment of the internal and statutory auditors and fixing their remuneration;

• To hold discussions with the statutory and internal auditors;

• To review and monitor auditors independence and performance, and effectiveness of audit process;

• To examine the auditors report on financial statements of the Company (in addition to the financial statements) before submission to the Board;

• Approval or any subsequent modification of transactions of the Company with related parties;

• Scrutiny of inter-corporate loans and investments;

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

• Monitoring the end use of funds raised through public offers and related matters as and when such funds are raised and also there viewing with the management the utilization of the funds so raised, for purposes other than those stated in the relevant offer document, if any and making appropriate recommendations to the Board in this regard;

• Evaluation of the risk management systems (in addition to the internal control systems);

• Review and monitoring of the performance of the statutory auditors and effectiveness of the audit process;

• To hold post audit discussions with the auditors to ascertain any area of concern;

• To review the functioning of the whistle blower mechanism;

• Approval to the appointment of the CFO after assessing the qualifications, experience and background etc. of the candidate;

• Reviewing the utilization of loans and/or advances and/or investment by the Company to its subsidiary companies, exceeding rupees 100 Crore or 10% of the assets side of the respective subsidiary companies, whichever is lower, including existing loans / advances / investment existing as on April 01, 2019.

Meetings and Attendance during the year

During the FY 2022-23, the Audit Committee met five times. The dates of the meetings being May 28, 2022, August 12, 2022, September 5, 2022, November 11, 2022 and January 27, 2023.The attendance record of committee members to the meetings so held is depicted in the table given below:

Name of the Member	No. Meetings held during the tenure	No. of Meetings attended
Justice Gyan Sudha Misra (Retd.)#	5	1
Mr. Shamsher Singh Ahlawat**	5	3
Mr. Gurrappa Gopalakrishna ###	5	3
Mr. Prem Prakash Mirdha *	5	4
Mrs. Supriya Bhatnagar **	5	2
Mr. Aishwarya Katoch**	5	2

# ceased to be a member of the Committee with effect from June 23, 2022.

## ceased to member of the Audit Committee due completion of the 2^nd consecutive term of directorship on September 25, 2022 ### ceased to be a member of the Committee effective from October 11, 2022.

* Mr. Prem Prakash Mirdha, has been appointed as Non-executive Independent director and committee member w.e.f. September 23, 2023.

**Mrs. Supriya Bhatnagar (member) and Mr. Aishwarya Katoch (Chairman) have been appointed as Non-executive Independent Directors and Committee Member on the board of Company w.e.f. September 5, 2023.

The Chief Financial Officer, Statutory and Internal Auditors attended the meetings by invitation.

B. Nomination & Remuneration Committee

Composition

The Nomination & Remuneration Committee (N&R Committee) of the Board currently comprises of three members, all Nonexecutive Independent Directors, namely Mr. Aishwarya Katoch as Chairman, Mr. Prem Prakash Mirdha and Mrs. Supriya Bhatnagar, as other two members of the Committee.

Terms of reference

The terms of reference of N&R Committee, inter-alia, includes:

• 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;

• 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;

• To ensure fit and proper status of proposed/ existing Directors;

• To recommend to the Board all remuneration, in whatever form, payable to Directors, KMPs and Senior Management;

• Framing suitable policies and systems to ensure that there is no violation, by an Employee of any applicable laws in India or overseas, including:

• The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; or

• The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 1995; and

• Perform such functions as are required to be performed by the Nomination & Remuneration Committee under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

Meetings and Attendance during the year

During the FY 2022-23, the Committee met two times on April 8, 2022, June 22, 2022 and September 5, 2022.

The attendance record of committee members to the meetings, so held, is depicted in the table given below:

Name of the Member	No. of Meetings held during the tenure	No. of Meetings attended
Mr. Shamsher Singh Ahlawat#	3	3
Justice Gyan Sudha Misra (Retd.)*	3	2
Mr. Ajit Kumar Mittal **	3	2
Mr. Prem Prakash Mirdha $	3	1
Mrs. Supriya Bhatnagar@	3	1
Mr. Aishwarya Katoch @	3	1

*ceased to be the member of the Committee w.e.f. April 8, 2022.

**ceased to be the member of the Committee w.e.f. June 23, 2022.

# ceased to member of the Audit Committee due completion of 2^nd consecutive term of directorship on September 25, 2022@ Mrs. Supriya Bhatnagar (member) and Mr. Aishwarya Katoch (Chairman) have been appointed as Non-executive Independent Directors and Committee Member on the board of Company w.e.f. September 5, 2023.

$ Mr. Prem Prakash Mirdha, has been appointed as Non-executive Independent director and committee member w.e.f. September 23, 2023.

Policy for selection and appointment of Directors

>The N&R Committee has adopted a charter which, inter alia, deals with the manner of selection of the Board of Directors, senior management and their compensation. This Policy is accordingly derived from the said Charter.

a) The incumbent for the positions of Executive Directors and/or at senior management, shall be the persons of high integrity, possesses relevant expertise, experience and leadership qualities, required for the position.

b) The Non-Executive Directors shall be of high integrity, with relevant expertise and experience so as to have the diverse Board with Directors having expertise in the fields of finance, banking, regulatory, real estate, retail, facility management, hospitality, taxation, law, governance and general management.

c) In case of appointment of Independent Directors, the independent nature of the proposed appointee vis-a- vis the Company, shall be ensured.

d) The N&R Committee shall consider qualification, experience, expertise of the incumbent, and shall also ensure that such other criteria with regard to age and other qualification etc., as laid down under the Companies Act, 2013 or other applicable laws are fulfilled, before recommending to the Board, for their appointment as Directors.

e) In case of re-appointment, the Board shall take into consideration, the performance evaluation of the Director and his engagement level.

Remuneration Policy

Companys Remuneration Policy is market led, based on the fundamental principles of payment for performance, for potential and for growth. It also takes into account the competitive circumstances of the business, so as to attract and retain quality talent and leverage performance significantly. The N&R Committee recommends the remuneration payable to the Executive Directors and/or Key Managerial Personnel, for approval by Board of Directors of the Company, subject to the approval of its shareholders, wherever necessary. The Remuneration Policy is also available at the website of the Company, at web-link: https://www.yaari.com/api/static/Investors/1671623702596Remuneration_Policy.pdf

Evaluation of the Board and Directors

The Independent Directors play a key role in the decision-making process of the Board as they approve the overall strategy of the Company and oversee performance of the management. The Independent Directors are committed to act in the best interest of the Company and its stakeholders. The Independent Directors bring a wide range of experience, knowledge and judgment. Their wide knowledge of both, their field of expertise and boardroom practices brings in varied, unbiased, independent and experienced outlook. All Independent Directors have committed and allocated sufficient time to perform their duties effectively. All the Independent Directors of the Company have confirmed that they have registered themselves in the databank created for Independent Directors, well within the stipulated time frame.

The Nomination and Remuneration Committee (NRC) of the Board reassessed the framework, methodology and criteria for evaluating the performance of the Board as a whole, including Board Committee(s), as well as performance of each Director(s)/ Chairman and confirms that the existing evaluation parameters are in compliance with the requirements as per SEBI guidance note dated January 5, 2017 on Board evaluation. The existing parameters includes effectiveness of the Board and its committees, decision making process, Directors/Members participation, governance, independence, quality and content of agenda papers, team work, frequency of meetings, discussions at meetings, corporate culture, contribution, role of the Chairman and management of conflict of interest. Basis these parameters and guidance note on board evaluation issued by SEBI, the NRC had reviewed at length the performance of each Director individually and expressed satisfaction on the process of evaluation and the performance of each Director. The performance evaluation of the Board as a whole and its Committees namely Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee as well as the performance of each Director individually, including the Chairman was carried out by the entire Board of Directors. The performance evaluation of the Chairman, Vice-Chairman, Executive Directors and Non-Executive Director was carried out by the Independent Directors in their meeting held on March 21, 2023. The Directors expressed their satisfaction with the evaluation process.

Also the Chairman of the Company, on a periodic basis, has had one-to-one discussion with the Directors for their views on the functioning of the Board and the Company, including discussions on level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority Shareholders and implementation of the suggestions offered by Directors either individually or collectively during different Board/Committee Meetings.

Policy on Board Diversity

The N&R Committee devises the policy to provide for having a broad experience and diversity on the Board.

Directors Remuneration:

(i) Remuneration of Executive Directors

The Vice-Chairman, Managing Director & CEO, Deputy Managing Director and other Executive Directors are being paid remuneration as recommended by Nomination & Remuneration Committee and approved by the Board of Directors/ Shareholders. The elements of the remuneration package of Executive Directors comprise salary, commissions, perquisites, ESOPs, SARs, other benefits & allowances and post-retirement benefits. The same is decided by the Nomination and Remuneration Committee within the overall limits as approved by the Board / Shareholders. The annual increments of Executive Directors are linked to their performance & are elected by Nomination and Remuneration Committee. The notice period presently applicable to them is as per the Company policies. No severance fee is payable by the Company on termination of Executive Directors. The Whole Time Directors of the Company has been appointed by the Shareholders for a fixed tenure. They are, however, liable to retire by rotation. Details of remuneration paid to the Executive Directors during the year under review are provided in the Annual Return as on March 31, 2023, which is available on the Companys website on. https://www.yaari.com/api/static/Investors/1693388435419MGT_7_22-23_YAARI_Final_Signed.pdf

(ii) Remuneration of Non-Executive Directors

Though day-to-day management of the Company is delegated to its Executive Directors, the Non-Executive Directors also contribute significantly for laying down the policies and providing guidelines for conduct of Companys business. Considering the need for the enlarged role and active participation / contribution of Non-Executive Directors to achieve the growth in operations and profitability of the Company, it is appropriate that the services being rendered by them to the Company are recognized by it by way of payment of compensation, commensurate with their contributions, as permissible within the applicable regulations. The Companys Non-Executive Directors between them have extensive entrepreneurial experience, and deep experience in the fields of financial sector regulation and supervision, banking, judiciary, accounting, administration, and law enforcement etc. The Non-Executive Directors both exercise effective oversight, and also guide the senior management team. Their experience and inputs have been invaluable, especially so over the course of the last two years, as the Company faced headwinds affecting the NBFC/HFC sector. They also devote their valuable time in deliberating on the strategic and critical issues in the course of the Board and Committee meetings of the Company and give their valuable advice, suggestion and guidance to the management of the Company. The Company is making payment of fee/ remuneration payable to its NEDs in accordance with the provisions of the Companies Act, 2013 and SEBI LODR.

The Company has placed on its website, https://www.yaari.com/api/static/Investors/1671624526704Criteria_for_making_ payment_to_Non_Executive_Directors.pdf criteria for making payment to Non- Executive Directors. During the Financial Year ended March 31, 2023, the Non-Executive Directors have been paid, sitting fees for attending the Board meetings of the Company, and profit linked incentives in term of the existing Shareholders authorization, the details of which are provided in the Annual Return as on March 31, 2023, which is available on the Companys website on https://www.yaari.com/api/static/ InvestorsZ1693388435419MGT_7_22-23_YAARI_Final_Signed.pdf

The Non-Executive Directors of the Company do not have any pecuniary relationships or transactions with the Company or its Directors, Senior Management, Subsidiary or Associate Companies, other than in the normal course of business.

C. Stakeholders Relationship Committee Composition

The Stakeholders Relationship Committee of the Board currently comprises of three members namely Mr. Prem Prakash Mirdha, Non-Executive Independent Director, as the Chairman and Mr. Aishwarya Katoch and Mr. Kubeir Khera, as other two members.

Terms of Reference

• To approve requests for share transfers and transmissions;

• To approve the requests pertaining to remat of shares/sub-division/consolidation/issue of renewed and duplicate share certificates etc.;

• To oversee all matters encompassing the shareholders / investors related issues.

• Resolving the grievances of the security holders of the Company, 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 Company in respect of various services being rendered by the Registrar & Share Transfer Agent.

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

Meetings and Attendance during the year

During the FY 2022-23, the Committee met four times. The dates of the meetings were May 28, 2022, August 12, 2022, November 11, 2022 and January 27, 2023.

The attendance record of committee members in respect of the meetings so held is depicted in the table given below:

Name of the Member	No. of Meetings held during the tenure	No. of Meetings attended
Mr. Prem Prakash Mirdha*	4	3
Mrs. Supriya Bhatnagar**	4	1
Mr. Aishwarya Katoch @	4	2
Mr. Kubeir Khera	4	4
Mr. Shamsher Singh Ahlawat $	4	2

* appointed as Chairman of the Committee w.e.f. July 7, 2022

* *ceased to be member(s) of the Committee w.e.f. July 7, 2022

$ ceased to be the member of the Committee w. e.f. September 25, 2022 @appointed as member of the committee w.e.f. September 5, 2022

Name and designation of Compliance Officer

Mr. Lalit Sharma, Company Secretary is the Compliance Officer pursuant to Regulation 6(1) of SEBI LODR.

Details of queries / complaints received and resolved during the year 2022-23

Sl. No. Particulars	Opening	Received	Disposed	Pending
1 Letters from SEBI / Stock Exchange.	0	2	2	0
2 Non-receipt of dividend	0	0	0	0
3 Non-receipt of annual report	0	0	0	0
4 Non-receipt of shares	0	0	0	0
TOTAL	0	2	2	0

D. Corporate Social Responsibility (CSR) Committee Composition

The Corporate Social Responsibility Committee of the Board currently comprises of three members namely Ms. Supriya Bhatnagar, Non-Executive Independent Director, as the Chairman, and Mr. Kubeir Khera and Mr. Prem Prakash Mirdha, as other two members.

Terms of Reference of Corporate Social Responsibility

The terms of reference of the CSR Committee, inter-alia, includes:

a. To recommend to the Board, the CSR activity to be undertaken by the Company;

b. To approve the expenditure to be incurred on the CSR activity;

c. To oversee and review the effective implementation of the CSR activity;

d. To ensure compliance of all related applicable regulatory requirements.

Meetings and Attendance during the year

During the FY 2022-23, the Committee met once. The date of the meeting was February 21, 2023. The attendance record of Committee members in respect of the meeting so held is depicted in the table given below:

Name of the Member	No. of meetings held during the tenure	No. of meetings attended
Ms. Supriya Bhatnagar	1	1
Mr. Kubeir Khera	1	1
Mr. Prem Prakash Mirdha	1	1

* ceased to be member of the Committee w.e.f. April 8, 2022

E. Risk Management Committee Composition

The Risk Management Committee currently comprises of five members namely Mr. Kubeir Khera, an Executive Director, as the Chairman, Mr. Prem Prakash Mirdha, Mr. Praveen Kumar Tripathi, Ms. Supriya Bhatnagar and Mr. Akhil Malhotra, as members.

Terms of Reference

a. Monitor and review the Risk Management Plan of the Company;

b. Approve all functional policies of the Company;

c. To ensure appropriate fraud control mechanism and cyber security in the system, while dealing with the customers etc.;

d. Any other matter involving Risk to the asset / business of the Company Meetings and Attendance during the year

During the FY 2022-23, the committee met three times, on May 28, 2022, November 11, 2022 and January 27, 2023 The attendance record of Committee members in respect of the meeting so held is depicted in the table given below:

Name of the Member	No. of meetings held during the tenure	No. of meetings attended
Mr. Manvinder Singh Walia*	3	2
Mr. Ajit Kumar Mittal*	3	2
Mr. Praveen Kumar Tripathi	3	3
Mr. Shamsher Singh Ahlawat**	3	1
Mr. Saurabh Garg***	3	1
Mr. Kubeir Khera	3	3
Mrs. Supriya Bhatnagar	3	3
Mr. Prem Prakash Mirdha@	3	2
Mr. Akhil Malhotra***	3	2

*ceased to be member of the Committee w. e.f. April 8, 2022 ** ceased to be member on completion of 2^nd consecutive term.

*** Mr. Garg ceased to be member of the Committee on September 5, 2022 and Mr. Akhil has been appointed as member of the Committee w.e.f. September 27, 2022

@ Mr Mirdha has been appointed as member of the committee w.e.f September 27, 2022

Apart from the above, the Board has also constituted Compensation Committee for administration of stock option scheme(s), Management Committee for operational matters, Issuance Committee for considering issuance of securities and Reorganization Committee for on-going Scheme and reorganization plans.

4. SENIOR MANAGEMENT

Particulars of senior management including the changes during the FY 22-23 are as follows:

1. Ms. Priya Jain, Company Secretary and KMP resigned from the office w.e.f. December 21, 2022, and the Board had appointed Mr. Lalit Sharma as Company Secretary and KMP of the Company w.e.f. December 27, 2022 in her place.

2. Mr. Saurabh Garg , Chief Financial Officer and KMP resigned from the office w.e.f. September 5, 2022 and the Board, in his place, had appointed Mr. Akhil Malhotra as a Chief Financial Officer and KMP of the Company w.e.f. September 5, 2022.

5. GENERAL BODY MEETINGS

A. Location and time of last three Annual General Meetings (AGMs) and number of special resolutions passed thereat:

Year	Meeting	Location	Date	Time	No. of special resolutions passed
2019-20	13th AGM	Through VC/ OAVM	November 13, 2020	11:00 A.M.	2
2020-21	14th AGM	Through VC/ OAVM	September 30, 2021	04:30 P.M.	4
2021-22	15th AGM	Through VC/ OAVM	September 30, 2022	11:00 A.M.	5

B. Special Resolutions passed during the financial year 2022-23 through Postal Ballot:

During the year 2022-23, no resolution was passed by the Company through Postal Ballot. No Special Resolution requiring Postal Ballot is being proposed on or before the ensuing AGM of the Company.

6. MEANS OF COMMUNICATION

The Company has provided adequate and timely information to its members inter-alia through the following means:

i) Publication of Financials Results: The quarterly / annual results of the Company are published in newspaper "The Pioneer" (English & Hindi).

News, Release, etc.: The Company has its own website: www.yaari.com and all vital information relating to the Company and its performance including financial results, press releases pertaining to important developments, performance updates and corporate/ investor presentations etc. is regularly posted on the website and are also uploaded on the designated portals of NSE and BSE, which are disseminated by the Exchanges for information of the public.

ii) Management Discussion and Analysis Report: The same has been included in a separate section, which forms a part of this Annual Report.

iii) Investors Relation: The Companys website contains a separate dedicated section Investors where general information is available for shareholders.

7. GENERAL SHAREHOLDERS INFORMATION

(A) Company Registration Details

The Company is registered in the State of Haryana, India. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L51101HR2007PLC077999.

(B) Date, Time and Venue of Annual General Meeting (AGM)

The 16^th AGM of the Company would be held on the day, date, time and venue as mentioned in the Notice convening the said AGM. The Company is conducting AGM through Video Conferencing /Other Audio Visual Mode pursuant to MCA Circulars dated May 5, 2020, January 13, 2021 and May 5, 2022, there is no requirement of having a venue for the AGM.

(C) Financial year

The financial year of the Company is a period of twelve months beginning on 1st April every calendar year and ending on 31^st March the following calendar year.

(D) Date of Book Closure

The dates of Book Closure for the purpose of AGM are mentioned in the Notice convening the 16th AGM of the Company.

(E) Dividend Payment date

During the FY 2022-23, no dividend was declared by the Company.

(F) Listing on Stock Exchanges

The Companys Equity Shares are listed on the following stock exchanges:

BSE Limited (BSE)

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai -400001

National Stock Exchange of India Limited (NSE)

"Exchange Plaza", Bandra-Kurla Complex, Bandra (E), Mumbai-400 051.

The listing fees for the financial year 2023-24, have been paid to BSE and NSE.

(G) Stock Code

BSE Limited - 533520

National Stock Exchange of India Limited - YAARI ISIN for Dematerialization - INE126M01010

(H) Market Price Data

The monthly high and low market prices of shares at the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) for the year ended March 31, 2023 are as under:

Month		NSE			BSE
	High (Rs.)		Low (Rs.)	High (Rs.)	Low (Rs.)
Apr-22	63.45		36.5	63.40	37.85
May-22	47.15		30.1	47.15	30.00
Jun-22	36.45		26.15	36.35	26.60
Jul-22	42.05		29.65	42.10	29.00
Aug-22	65.2		40.85	65.75	39.45
Sep-22	49.95		36.2	49.75	36.50
Oct-22	40.65		33.5	40.45	33.50
Nov-22	38.35		24.2	38.30	24.25
Dec-22	29.05		16.2	29.00	16.40
Jan-23	20.35		15.7	20.30	15.55
Feb-23	17.9		12.05	17.90	12.05
Mar-23	14.95		9.35	14.95	9.45

J) Registrar and Transfer Agents

M/s KFin Technologies Limited (formerly KFin Technologies Private Limited and M/s. Karvy Fintech Private Limited) is the Registrar and Share Transfer Agents (RTA) of the Company for handling the share related matters, both in physical and the dematerialized mode.

The contact details are as under:

M/s. KFin Technologies Limited

(Unit: Yaari Digital Integrated Services Limited)

Selenium Tower B, Plot No.31 & 32, Gachibowli,

Financial District, Nanakramguda,

Serilingampally Mandal, Hyderabad - 500 032 Contact Person: Mr. PSRCH Murthy, Sr. Manager Toll Free No. 1800 - 309 4001 E-mail: einward.ris@kfintech.com

(K) Share Transfer System

The Board has delegated the authority for share transfers, transmissions, remat/demat of shares/sub-division/ consolidation/ issue of renewed and duplicate share certificates etc. to the board constituted Stakeholders Relationship Committee. For any such action request is to be made to the RTA, which after scrutinizing all such requests, forwards it for approval by Stakeholders Relationship Committee.

(L) i) Distribution of equity shareholding as on March 31, 2023

Sl. No.	Shareholding Value of nominal (in Rs.) From - To	No. of holders % to total no. of holders		Value (in Rs.) % to nominal Value
1.	1 - 5000	64895	95.11	26922260.00	13.40
2.	5001 - 10000	1627	2.38	11810018.00	5.88
3.	10001 - 20000	865	1.27	12518652.00	6.23
4.	20001 - 30000	308	0.45	7713868.00	3.84
5.	30001 - 40000	148	0.22	5265908.00	2.62
6.	40001 - 50000	84	0.12	3822990.00	1.90
7.	50001 - 100000	181	0.27	12635514.00	6.29
8.	100001 and above	126	0.18	120195308.00	59.83
	Total	68,324	100.00	2008,84,518.00	100.00
ii) Equity Shareholding pattern as on March 31, 2023.
Sl. No. Category				No. of Shares	% holding
1. Promoters and Promoters Group				27577640	27.46
2. Financial Institutions/ Banks/ Mutual Funds				105	0.00
3. Foreign Portfolio Investors				11777778	11.73
4. NBFCs Registered with RBI				25	0.00
5. Bodies Corporate				5257219	5.23
6. Indian Public				50442870	50.22
7. NRIs				3494688	3.48
8. Foreign Nationals				15000	0.01
9. Clearing Members				83420	0.08
10. Others (IEPF/EWT)				1793514	1.79
Total				10,04,42,259	100.00
(M) Dematerialization of shares and liquidity

Equity Shares of the Company are compulsorily traded in dematerialized form and are available for trading under both the depositories i.e. NSDL and CDSL.

As on March 31, 2023, 99.98% Equity shares of the Company representing 10,04,26,840 out of a total of 10,04,42,259 Equity shares were held in dematerialized form and the balance 15,419 shares were held in physical form.

The Company obtains from a Company Secretary in practice, yearly certificate of compliance with the share transfer formalities as required under Regulation 40(9) of SEBI LODR and files a copy of the certificate with the Stock Exchanges.

(N) Outstanding Convertible Instruments

As on March 31, 2023, an aggregate of 5,566,600 Employees Stock options were in force.

These options, upon exercise, are convertible into equal number of Equity Shares of the Company. As and when these options are exercised, the paid-up share capital of the Company shall stand increased accordingly.

(O) Commodity price risk or foreign exchange risk and hedging activities

During the FY 2022-23, the Company neither had any exposure to commodity price risks nor had any foreign exchange exposure by way of foreign currency borrowings. However, company has a policy to manage import procurements by continuous monitoring of foreign exchange market and hedging through a combination of forward contracts, principal only swaps, interest rate swaps and / or cross currency swaps, if required.

(P) Plant Locations - Not applicable

(Q) Address for Correspondence

a. Registered Office:

5th floor, Plot No. 108, IT Park, Udyog Vihar, Phase 1, Gurugram - 122016, Haryana Email: helpdesk@indiabulls.com,

Tel/Fax: 0124 4109501 Website: www.yaari.com

b. Corporate Office:

One International Center, Tower 1, Senapati Bapat Marg, Elphinstone Road, Mumbai - 400013 Tel: 022 62498580 : Fax: 022 61899600

(R)

Profiles of the directors seeking appointment/re-appointment have been captured in the Notice convening the sixteenth Annual General Meeting.

(S) List of all credit ratings obtained by the entity along with any revisions thereto during the relevant financial year, for all debt instruments of such entity or any fixed deposit programme or any scheme or proposal of the listed entity involving mobilization of funds, whether in India or abroad.

Not applicable

(T) Details of utilization of funds raised through preferential allotment or qualified institutions placement

During the Financial Year 2022-23, the Company had not raised any funds through preferential allotment or qualified institutions placement.

(U) Fees paid to Statutory Auditors

The total fees incurred by the Company and its subsidiaries on a consolidated basis, for services rendered by Statutory auditors and its affiliates entities, are given below:

Particulars	Amount (^ in crores)
Statutory Audit Fees	0.38
Certification Fees	0.25
Total	0.63

8. COMPLIANCE CERTIFICATE(S) FROM THE PRACTICING COMPANY SECRETARY

A certificate from a Practicing Company Secretary certifying the Companys compliance with the provisions of Corporate Governance as stipulated in Regulation 34(3) read with Schedule-V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, is annexed to and forms a part of this Report.

9. DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Particulars	Number
Number of complaints filed during the FY 2022-23	0
Number of complaints disposed during the FY 2022-23	0
Number of complaints pending as on end of the financial FY 2022-23	0

10. OTHER DISCLOSURES

i) Subsidiary Companies

The Company has formulated a Policy for determining material subsidiaries, pursuant to the provisions of the SEBI LODR which is available on the website of the Company, at web-link: https://www.yaari.com/api/static/Investors/1671604510480Policy_ for_Determining_Material_Subsidiary.pdf

Each quarter, the Audit Committee reviews the performance and unaudited/audited financial statements of subsidiary companies. The minutes of the board meetings of the unlisted subsidiary companies of the Company and significant transactions and arrangements entered into by all the unlisted subsidiary companies are placed before the board on a quarterly basis. The Board is periodically apprised of the performance of key subsidiary companies, including material developments.

As on March 31, 2023, the Company have 5 subsidiaries. Indiabullls General Insurance Limited and Indiabulls Life Insurance Company Limited were material subsidiaries of the Company during the FY 2022-23. Further YDI Marketplace Limited and YDI Logistics Limited have applied for Striking off their names, from the register of companies maintained by Registrar of Companies, under section 248 of the Companies Act, 2013.

ii) Related Party Transactions

During the year, no materially significant related party transaction was entered by the Company with its Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large. The Policy on materiality of Related Party Transactions and also on dealing with such transactions is available on the website of the Company, at web-link: https://www.yaari.com/api/static/Investors/1671603561462Policy_for_Dealing_with_Related_ Party_Transactions.pdf.

iii) CEO / CFO Certification

(a) The CEO and CFO have issued certificate pursuant to the Regulation 33(2)(a) of SEBI LODR, certifying that the financial statements do not contain any false or misleading statement or figures and do not omit any material fact which may make the statements or figures contained therein misleading.

(b) The CEO and CFO have issued certificate pursuant to the provisions of Regulation 17(8) read with Part-B of Schedule- II of the SEBI LODR certifying that the financial statements do not contain any materially untrue statement and these statements represent a true and fair view of the Companys affairs.

iv) No Disqualification Certificate from Company Secretary in Practice

Certificate from Practising Company Secretary, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the SEBI, Ministry of Corporate Affairs or any such other Statutory Authority, as stipulated under Regulation 34(3) of the SEBI LODR, is attached to this Report.

v) (a) Code of Conduct and Ethics

The Company has laid down a Code of Conduct and Ethics (the "Code") for the Board Members and Senior Management personnel of the Company. The Code is available on the website of the Company: https://www.yaari.com/api/static/ Investors/1671601285441Code_of_Conduct_&_Ethics_for_Board_Members_and_Senior_Management.pdf

All Board Members and Senior Management personnel have affirmed compliance with the Code. A declaration signed by the CEO to this effect is enclosed at the end of this Report.

The Code seeks to ensure that the Board Members and Senior Management personnel observe a total commitment to their duties and responsibilities while ensuring a complete adherence with the applicable statutes along with business values and ethics.

(b) Code of Conduct for Prevention of Insider Trading

The Company has laid down a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and the Companies Act, 2013, with a view to regulate trading in securities of the Company by its directors, designated persons and employees.

vi) Whistle Blower Policy

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of its business operations. To maintain these standards, the Company has implemented the Whistle Blower Policy (the Policy), to provide an avenue for employees to report matters without the risk of subsequent victimization, discrimination or disadvantage. The Policy applies to all employees working for the Company and its subsidiaries. Pursuant to the Policy, the whistle blowers can raise concerns relating to matters such as breach of Companys Code of Conduct, fraud, bribery, corruption, employee misconduct, illegality, misappropriation of Companys funds / assets etc. A whistle-blowing or reporting mechanism, as set out in the Policy, invites all employees to act responsibly to uphold the reputation of the Company and its subsidiaries. The Policy aims to ensure that serious concerns are properly raised and addressed and are recognized as an enabling factor in administering good governance practices. The details of the Whistle Blower Policy are available on the website of the Company: www.yaari. com The Audit committee set by the Board, constitutes a vital component of the whistle blower mechanism and instances of financial misconduct, if any, are reported to the Audit committee. No employee is denied access to the Audit Committee. The details of the Whistle Blower Policy are available on the website of the Company https://www.yaari.com/api/static/ Investors/1685457303403Yaari_WhistleBlowerPolicy.pdf

vii) Strictures and penalties

During the last three financial years, there has not been any instance of non-compliance by the Company on any matter related to capital markets during the last three years and hence, no penalty has been imposed on the Company or no strictures have been passed against it, by SEBI or Exchanges or any other statutory authorities on any such.

viii) Details of compliance with mandatory requirements and adoption of the discretionary requirements of SEBI LODR.

The Company has complied with all the mandatory requirements of the SEBI LODR in letter as well as in spirit. The details of these compliances have been given in the relevant sections of this Report. The status on compliance with the discretionary requirements is given later in this Report.

11. DISCRETIONARY REQUIREMENTS

(A) Unmodified Opinion in Audit Report

The Auditors Report on the annual accounts of the Company does not contain any qualification from the Statutory Auditors, and it shall be the endeavor of the Company to continue the trend by building up accounting systems and controls which ensure complete adherence to the applicable accounting standards and practices obviating the possibility of the Auditors qualifying their report as to the audited accounts.

(B) Shareholders Rights

The Company would be getting its quarterly/half yearly and annual financial results published in leading newspapers with wide circulation across the country and regularly update the same on its public domain website. In view of the same individual communication of quarterly / annual financial results to the shareholders will not be made. Further, information per training to important developments in the Company shall be brought to the knowledge of the public at large and to the shareholders of the Company in particular, through communications sent to the stock exchanges where the shares of the Company are listed, through press releases in leading newspapers and through regular uploads made on the Company website.

(C) Reporting of Internal Auditor

The Internal Auditor of the Company reports to Audit Committee and the Board of Directors of theCompany.

Except as set out above, the Company has not adopted the discretionary requirements as to any of the other matters recommended under Part E of Schedule II of Regulation 27(1) of SEBI LODR. The Board, at every meeting, elects any one of the directors present at the meeting, as Chairman.

12. UNCLAIMED SHARES LYING IN DEMAT SUSPENSE ACCOUNT

The Company was not required to transfer any shares in Demat Suspense Account. Accordingly, the disclosure required to be made in terms of Regulation 34(3) read with Schedule V of the SEBI LODR, in respect of shares in the demat suspense account or unclaimed suspense account, is not applicable to the company.

This Corporate Governance Report of the Company for the financial year ended 31st March, 2023 is in compliance with the requirements of Corporate Governance as prescribed under Regulations 17 to 27 and clause (b) to (i) of sub-regulation (2) of Regulation 46 of the SEBI LODR to the extent applicable to the Company. There is no non-compliance of any requirement of Corporate Governance Report, as required under SEBI LODR.

ANNUAL DECLARATION BY THE CHIEF EXECUTIVE DIRECTOR PURSUANT TO REGULATION 34(3) READ WITH SCHEDULE-V OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015.

I confirm that for the year under review, directors and senior management have affirmed their adherence to the provisions of the Code of Conduct.

for Yaari Digital Integrated Services Limited

Sd/-

Kubeir Khera

Date: May 26, 2023 Chief Executive Officer

Place: Gurugram DIN: 03498226

CEO/CFO certification pursuant to regulation 17(8) read with Part-B of Schedule-II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To

The Board of Directors

Yaari Digital Integrated Services Limited

As required by Regulation 17(8) read with Part-B of Schedule-II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby confirm to the Board that:

A. We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:

(1) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(2) these statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards, applicable laws and regulations.

B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company code of conduct.

C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

D. We have indicated to the auditors and the Audit committee that:

(1) There were no significant changes in internal control over financial reporting during the year;

(2) There were no significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

(3) There were no instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Companys internal control system over financial reporting.

Sd/- Sd/-

Date: May 26, 2023 Kubeir Khera Akhil Malhotra

Place: Gurugram Chief Executive Officer Chief Financial Officer

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To,

The Members of

Yaari Digital Integrated Services Limited (formerly Yaarii Digital Integrated Services Limited)

5th Floor, Plot No. 108, IT Park,

Udyog Vihar Phase 1,

Haryana 122016

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Yaari Digital Integrated Services Limited having CIN L51101HR2007PLC077999 and having registered office at 5th Floor, Plot No. 108, IT Park, Udyog Vihar Phase 1, Haryana 122016 (hereinafter referred to as the Company), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements), as amended Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company and its officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ended on 31^st March, 2023 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs (MCA) or any such other Statutory Authority:

Sr. No. Name of Director	DIN	Date of Appointment in the Company*	Date of Cessation from the Company
1. Mr. Kubeir Khera	03498226	01/01/2021	-
2. Mr. Prem Prakash Mirdha	01352748	23/06/2022	-
3. Mr. Aishwarya Katoch	00557488	05/09/2022	-
4. Mr. Praveen Kumar Tripathi	02167497	28/03/2019	-
5. Mrs. Supriya Bhatnagar	08731453	05/09/2022	-
6. Mr. Gurinder Singh	08183046	05/09/2022	-
6. Mr. Gurruppa Gopalakrishna	06407040	08/12/2017	11-10-2022
7. Justice Gyan Sudha Misra (Retd.)	07577265	08/12/2017	23-06-2022
8. Mr. Shamsher Singh Ahlawat	00017480	25/04/2011	25-09-2022
9. Mr. Manvinder Singh Walia	07988213	08/12/2017	08-04-2022
10. Mr. Ajit Kumar Mittal	02698115	08/12/2017	08-04-2022

*the date of appointment is as per the MCA Portal.

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For L R & Associates

Company Secretaries

CS Riya Luthra

(Proprietor)

M. No- 53802; COP- 24472

Date: 08/08/2023

Place: New Delhi

UDIN: A053802E000764952

CERTIFICATE FROM PRACTICING COMPANY SECRETARY ON CORPORATE GOVERNANCE

To

The Members of

Yaari Digital Integrated Services Limited (formerly Yaarii Digital Integrated Services Limited)

5th Floor, Plot No. 108, IT Park,

Udyog Vihar Phase 1,

Haryana 122016

We have examined the compliance of conditions of Corporate Governance by Yaari Digital Integrated Services Limited ("the Company"), for the year ended March 31, 2023, as prescribed in Regulations 17 to 27, 46 (2) (b) to (i) and para C, D and E of Schedule V of Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations").

We state that the compliance of conditions of Corporate Governance is the responsibility of the Companys management and, our examination was limited to the review of procedures and implementation thereof, as adopted by the Company for ensuring compliance with conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion, and to the best of our information and according to the explanations given to us, and the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations for the financial year ended March 31, 2023.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For L R & Associates

Company Secretaries

CS Riya Luthra

(Proprietor)

M. No- 53802; COP- 24472

Date: 08/08/2023 Place: New Delhi UDIN: A053802E000764985