Yaap Digital Ltd Directors Report

To,

The Members,

Yaap Digital Private Limited

Your directors have pleasure in presenting their 9th Annual Report on the Standalone and Consolidated Audited Statement of Accounts of Yaap Digital Private Limited ("the Company") for the Financial Year ended March 31, 2024.

Financial Results:

The summarized financial performance of the Company for the FY 2023-24 and 2022-23 are given below:

[Amount in Thousands]

Particulars	Standalone		Consolidated
	31/03/2024	31/03/2023	31/03/2024	31/03/2024
Revenue from operations	9,49,176	6,65,923	11,26,142	7,74,393
Other Income	7,057	5,001	4,982	4,620
Total Revenue	9,56,233	6,70,924	11,31,124	7,79,013
Total Expenses	8,86,252	6,34,343	10,83,211	7,94,135
Profit/(Loss) before exceptional items and tax	69,980	36,581	47,913	(15,122)
Exceptional Items/prior period item	-	-	-	-
Net Profit Before Tax	69,980	36,581	47,913	(15,122)
Provision for Tax
- Current Tax	23,676	9,802	25,681	12,612
- Income Tax Earlier Years	-	-	537	-
- Deferred Tax (Liability)/Assets	(6,017)	(592)	(4,792)	(3,200)
Net Profit/(Loss) After Tax	52,321	27,370	26,487	(24,534)
Earnings per equity share (for continuing operation):
- Basic	31.75	16.77	16.07	(15.03)
- Diluted	31.75	16.77	16.07	(15.03)

Review of Operations:

As per Standalone:

During the year under review, the Company has posted total revenue of INR 95,62,32,745 as against INR 67,09,24,048 for the corresponding previous year.

Further, the Company earned net profit after tax of INR 5,23,21,316 as against net profit after tax INR 2,73,70,436 for the corresponding previous year.

State of Affairs and Future Outlook:

We are working tirelessly to create a friendly working environment and place of innovation and learning. We are a growing organization, with our services across the India and in other countries.

We are in the business of all types and kinds of digital market services, content creation, influencer marketing, digital media buying and social media analytics, amplification for helping brand with their communication & on all digital performs, and other all activities related to digital media and marketing.

Our Company has witnessed an increase in the total revenue from operations and a consequent increase in the Net Profit After Tax (NPAT) as compared to the previous financial year. In the coming years the company shall focus on delivering the high-class service in the digital marketing and ancillary services and focus on the future development and success of the company. We shall together work towards strengthening the core competencies of the company.

Change in the nature of business, if any:

There is no change in the nature of business of the Company during the financial year under review.

Dividend:

To conserve the resources for the further growth of the Company, your directors think it fit not to recommend any dividend for the year under review.

Transfer to Reserves:

The Board of Directors has not transferred any amounts in reserve.

Share Capital:

As on March 31, 2024, the authorized share capital of the Company is INR 2,50,00,000 (Indian Rupees Two Crores Fifty Lacs only) divided into 25,00,000 (Twenty Five Lacs) Equity Shares of INR 10 (Indian Rupees Ten only) each and issued, subscribed and paid up share capital is INR 1,64,80,000 (Indian Rupees One Crore Sixty Four Lacs Eighty Thousand only) divided into 16,48,000 (Sixteen Lacs Forty Eight Thousand) Equity Shares of INR 10 (Indian Rupees Ten only) each.

Changes during the financial year under review:

The company has allotted 16,000 Equity Shares of Face Value INR 10 each to Yaap Employee Welfare Trust under the YAAP Digital Private Limited Employee Stock Option Plan, 2016 on March 21, 2024 which was transferred to Mr. Manan Kapur, Senior Partner of the Company rewarding him for his contribution in the companys success.

Employee Stock Option Plan:

In order to develop and implement a long term incentive program to effectively attract, motivate and retain the best talent from the industry in a competitive environment and to encourage employees to align individual performance with Company objectives, the Company had introduced Yaap Digital Private Limited - Employee Stock Option Plan 2016 and the Scheme envisages a total grant of Options up to maximum limit not exceeding 12 % of the paid-up share capital of the Company from time to time, subject to various terms and conditions as prescribed by the Board under the YAAP ESOP, 2016 in the meeting held on October 10, 2016.

The following disclosures are being made for the financial year ending on March 31, 2024 as required under Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014:

Sr. No. Particulars	Options
A options granted during the year	24,000
B options vested during the year	16,000
C options exercised / settled	16,000
D the total number of shares arising as a result of exercise of option	16,000
E options lapsed (Forfeited) during the year	Nil
F the exercise price	INR 10 per
	share
G variation of terms of options	NA
H money realized by exercise of options	1,60,000
I total number of options in force	24,000
J employee wise details of options granted to:- (i) key managerial personnel	Nil
(ii)any other employee who receives a grant of options in any one year of option amounting to five per cent or more of options granted during the year	Nil
(iii) identified employees who were granted option, during any one year, equal to or exceeding one per cent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of the grant	Granted 1.44 % of the post allotment shareholding.

 

1

Anup Kumar

24.000

Directors and Key Managerial Personnel:

There were no changes in the composition of the board of directors and key managerial personnel of the company during the financial year under review.

However, Ms. Shivani Shivshankar Tiwari, a member of the Institute of Company Secretaries of India (ICSI) was appointed as the Company Secretary and Compliance Officer of the Company post March 31, 2024, i.e. with effect from September 02, 2024.

All the directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013.

Further, the composition of the board of directors as on March 31, 2024 is as follows:

Sr. No.	Name of KMP	Designation
1.	Atul Jeevandharkumar Hegde	Director
2.	Subodh Vijayaraghava Menon	Director
3.	Sudhir Menon	Director

Board Meetings:

During the financial year under review, 8 (Eight) Board meetings were held as per Section 173 of the Companies Act, 2013 which is summarized below.

The provisions of Companies Act, 2013 were adhered to while considering the time gap between two board meetings and others. The agenda and notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws applicable to the Company. Additional meetings are held, when necessary.

Sr. No.	Date of Meeting	No. of Director entitled to attend	No. of Director attended
1	22/05/2023	3	3
2	18/08/2023	3	3
3	20/09/2023	3	3
4	21/12/2023	3	3
5	05/01/2024	3	3
6	06/02/2024	3	3
7	14/03/2024	3	3
8	21/03/2024	3	3

Attendance details of Directors for the year ended March 31, 2024 are given below:

Name of the Directors	Category	No. of Board Meetings attended
Atul Jeevandharkumar Hegde	Director	8
Subodh Vijayaraghava Menon	Director	8
Sudhir Menon	Directortd>	8

The gap between any two Board meetings during this period did not exceed one hundred and twenty days.

Directors Responsibility Statement:

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

(e) 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.

Auditors and Auditors Report:

At the Annual General Meeting held on October 27, 2021, M/s. S.S. Gajja And Co., Chartered Accountants, was appointed as the Statutory Auditor of the Company for the period of Five (5) consecutive years i.e from the conclusion of that Annual General Meeting till the conclusion of Eleventh Annual General Meeting to be held for financial year 2025-2026.

However, M/s. S.S. Gajja And Co., Chartered Accountants vide their letter dated July 01, 2024 tendered their resignation as the Statutory Auditor with immediate effect causing casual vacancy. To fill in the Casual Vacancy caused by the resignation of the mentioned auditor, M/s. Shweta Jain & Co, (Firm Registration Number 127673W), Chartered Accountants were appointed as the Statutory auditor of the Company to hold the office till the conclusion of the next Annual General Meeting. The said appointment was approved by the members of the Company at the Extra-Ordinary General Meeting held on July 12, 2024.

Further, the board of directors at their meeting held on September 05, 2024 proposed reappointment of M/s. Shweta Jain & Co, (Firm Registration Number 127673W), Chartered Accountants as the Statutory Auditor of the Company pursuant to Section 139 and 141 of the Companies Act, 2013 read with rules made thereunder, for the period of Five (5) consecutive years i.e. to hold office from the conclusion of forthcoming Annual General Meeting till the conclusion of Annual General Meeting to be held for financial year 2028-2029 subject to approval of the members in the forthcoming annual general meeting.

EXPLANATION AS REQUIRED UNDER SECTION 134(3)(F)(i) OF THE COMPANIES ACT, 2013

There are no qualifications or adverse remarks in the Auditors Report which requires any clarification/ explanation. The Notes on financial statements are self-explanatory and needs no further explanation.

Annual Return:

Pursuant to Notification dated 28th August, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28th August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith to this report. However, the Annual Return will be made available at the website of the Company at: https://www.yaap.in/.

Details of Subsidiary/Joint Ventures/Associate Companies:

The company has the following subsidiary companies as on March 31, 2024.

Name of the Subsidiary	CIN	% of holding
FFC Information Solutions Pvt. Ltd.	U74999DL2011PTC226716	100%
Brand Planet Consultants Pvt. Ltd.	U74140DL2008PTC179718	100%
Oplifi Digital Pvt. Ltd.	U74999MH2018PTC304226	100%
Yaap Digital FZE	N.A.	100%
Intnt Asia Pacific Pte Ltd.	N.A.	100%

Your Company has no Joint Ventures or Associates Companies during the financial year under review. Further, the performance of the Subsidiaries in Form AOC-1 is given as Annexure I to this report.

Particulars of loans granted, guarantee provided, and investments made:

The details of Loans given, guarantee and security provided, investment made by the company, during the financial year under review pursuant to Section 186 of the Companies Act, 2013 is available under note number 09 and 10 of financials statement forming part of the Annual Report.

Related Party Transactions:

Related party transactions, if any, that were entered into during the period ended March 31, 2024, were on an arms length basis and were in the ordinary course of business as provided in form AOC-2 as Annexure II to this report. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The details of the related party transactions as per Indian Accounting Standard 24 are set out in Note No. 23 to the notes to financial statements for the financial year ended March 31, 2024, forms part of this report.

Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of Energy:

(i) the steps taken or impact on conservation of energy: NIL

(ii) the steps taken by the company for utilizing alternate sources of energy: NIL (iii) the capital investment on energy conservation equipments: NIL

(b) Absorption of Technology:

(i) the efforts made towards technology absorption: NIL

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution, NIL (iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- NIL

(a) the details of technology imported, NIL (b) the year of import; NIL

(c) whether the technology been fully absorbed, NIL

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof, and NIL

(iv) the expenditure incurred on Research and Development. NIL

(c) Foreign Exchange Earnings and Outgo:

Particulars	2023-2024	2022-2023
	Amount in INR	Amount in INR
	(‘000)	(‘000)
Actual Foreign Exchange earnings	21,823	17,927
Actual Foreign Exchange outgo	3,269	2,646

Risk management:

Risk management is the identification, assessment and prioritization of risks followed by coordinated and economical application of resources to minimize, monitor and control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. Risk managements objective is to assure uncertainty does not deviate the endeavor from the business goals. The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures and periodical review to ensure that management controls risk through means of a properly defined framework.

Corporate Social Responsibility:

As per the Financial Statements for the financial year ended March 31, 2024, stating an increment in the profit margins of the Company, which made applicable the provisions of Section 135 of Companies Act, 2013 on the Company w.e.f 01.04.2024. Consequently, the Company is required to formulate the Corporate Social Responsibility (CSR) Committee and Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, with the recommendation of the Board. On the recommendation of the CSR committee the Company shall spend such a sum as provided under Section 135, during the financial year 2024-25 and shall take note of the report of the same in the ensuing financial year.

The Company is committed to discharging its social responsibility as a good corporate citizen. The company shall formulate the CSR policy and form the committees at the earliest and shall spend 2 % of the average net profits of the company made during the three immediately preceding financial years during the financial year 2024-2025.

Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment at workplace (Prevention, prohibition and Redressal) Act, 2013. However, the company is proposing to adopt the revised policy and form a committee for the same. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year ended 31st March 2024, the Company has not received any complaints of harassment.

Vigil Mechanism / Whistle Blower:

The Company does not fall under the criteria of Section 177(9) of Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 so there is no requirement to constitute Vigil Mechanism and Whistle Blower policy thereof.

Internal Financial Control System:

The Company has an adequate Internal Financial Control System which commensurate with the size, scale and complexity of its operations in all material respect and were operative effectively during the financial year under review and were also periodically reviewed by management and statutory auditors.

Deposits:

The Company has neither accepted nor renewed any fixed deposits during the year under review under Section 73 of the Companies Act, 2013. There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2024.

Secretarial Standards:

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

Significant and Material Orders passed by the Regulators or Courts or Tribunals:

There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

Material changes and commitments affecting the financial position of the Company:

During the financial year under review there were no material changes which affected the financial position of the Company.

Acknowledgement:

The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

	For & on behalf of the Board of Directors of
	Yaap Digital Private Limited
	Atul Hegde	Sudhir Menon
	Director	Director
	[DIN: 02699927]	[DIN: 02487658]
Place: Mumbai
Date: September 12, 2024