Directors Report of Netlink Solutions (India) Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting their 40^th Annual Report on the business and operations of your Company, together with the audited financial statements, for the year ended March 31, 2025.

1. Financial Highlights		(Rs. in Lakhs)
Financial Performance:	2024-25	2023-24
Total Income	935.94	1251.51
Total Expenditure	245.24	160.38
Profit Before Depreciation and T ax	650.58	1072.83
Less: Deprecation	20.12	18.29
Net Profit before Tax	690.70	1091.13
Tax Expense:	155.38	171.23
Income Tax- Current Tax	164.37	138.05
Income Tax-Earlier year	0.10	(3.38)
Deferred tax Charges/(Credit)	(9.09)	36.56
Net Profit after Tax	535.32	919.90

2. Dividend and Reserves

In order to conserve its resources for future growth, the Directors do not recommend any dividend for the year under review. The Board has not proposed to transfer any amount to the General Reserves.

3. Operations/ State of the Company''s Affairs

During the year, the total income of the Company has been Rs. 935.94 Lakhs as compared to the previous year''s total of Rs. 1251.51 Lakhs. Our Company has made a profit amounting to Rs 535.32 Lakhs after tax as compared to the last year profit of Rs 919.90 Lakhs.

The Company is exploring various options for a sustainable growth & profitability.

4. Material Changes and Commitment affecting Financial Position of the Company which have occurred between the end of the financial year of the Company

No material changes and commitments have occurred after the closure of the financial year 2024-25 till the date of this Report, which would affect the financial position of your Company.

5. Holding Company / Subsidiary Company

The Company does not have any Subsidiary, Joint Venture or Associate Company. However, Jupiter Infomedia Limited, a BSE listed company, is the Holding company of the Company.

6. Open Offer details

Netlink Solutions (India) Limited ("target Company”) has received the Public Announcement dated May 06, 2025 about the Open Offer to the Public Shareholders of the Target Company on behalf of M/s Arix Capital Limited, (Acquirer 1), and Mrs. Kajal Gopal Baldha, (Acquirer 2), Mr. Punitbhai Bavanjibhai Lakkad (Acquirer 3) (hereinafter the “Acquirers”) of 6,57,599 fully paid-up equity shares of the Target Company having a face value of INR 10 representing 26.00% of Voting Share Capital of the Company. The Open Offer has been made pursuant to and in compliance with Regulations 3(2) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto (“SAST Regulations”).

7. Transfer of unclaimed dividend to investor education and protection fund

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no unpaid/unclaimed dividend lying with the Company.

As per Sections 124 and 125 of the Companies Act, 2013, the amount of unpaid or unclaimed dividend lying in unpaid dividend account for a period of seven (7) years from the date of its transfer to the unpaid dividend account and the underlying Equity Shares of such unpaid or unclaimed dividend, are required to be transferred to the Investor Education and Protection Fund (“IEPF”) established by the Central Government. Accordingly, the unclaimed dividend in respect of the financial years 2003-04 to 2008-09 was transferred to the IEPF and the Company has also transferred 21,925 Equity shares into the IEPF Account on 29/05/2020 vide SRN R42014555. Out of the above, 1400 equity shares and total dividend of Rs.160 thereon have since been claimed by the respective members. The eligible Members can claim their shares from the website of IEPF (http: //www.iepf.gov.in) for filing the claim for refund.

8. Contracts and Arrangements with Related Parties

All contracts/transactions executed by the Company during the financial year with related parties were on an arm''s length basis and in the ordinary course of business. The particulars of such material contracts or arrangements made with related parties in e-Form AOC-2 pursuant to Section 188 is furnished in Annexure -I and are attached to this report.

9. Management Discussion and Analysis Report

In accordance with regulation 34 of SEBI (Listing Obligations and Disclose Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of this Report as Annexure - II.

10. Auditors and Audit Report Statutory Auditors

M/s. Ladha Singhal and Associates (ICAI Firm Registration No. 120241W) were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 37^th Annual General Meeting (AGM) held on September 29, 2022 until the conclusion of the ensuing 42^nd AGM of the Company to be held in the year 2027.

Secretarial Auditor

Pursuant to Regulation 24A of the Listing Regulations read with provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors had appointed M/s. Tarun Jain & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2024-25. In this regard, the Secretarial Audit Report submitted by the Secretarial Auditor is annexed as Annexure III.

Your Directors are pleased to inform you that the report from the Secretarial Auditors does not contain any qualifications or reservation or other adverse remarks.

Further, in terms of amended provisions of Regulation 24A of the Listing Regulations, the Board has appointed and recommended appointment of M/s. Malay Desai & Associates, Practicing Company Secretaries as Secretarial Auditors of the Company for a term of five (5) consecutive financial years commencing from April

I, 2025 till March 31, 2030. The appointment will be subject to shareholder''s approval at the ensuing AGM.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the FY25 for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Mr. Tarun Jain, Partner in M/s. Tarun Jain & Associates, Practicing Company Secretaries has been submitted to the Stock Exchanges and is annexed at Annexure IV to this Board''s Report.

Secretarial Audit of Material Unlisted Indian Subsidiary

There is no Material Unlisted Indian Subsidiary of the Company as on March 31, 2025 and as such the requirement under Regulation 24A of the Listing Regulations regarding the Secretarial Audit of Material Unlisted Indian Subsidiary is not applicable to the Company for the FY25.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.

Maintenance of Cost Records

The Company is not required to maintain cost records as specified by the Central Government under subsection (1) of Section 148 of the Companies Act 2013.

II. Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

There was no loan advanced, guarantees given or security provided by the Company under Section 186 of the Companies Act, 2013 during the year under review. Particulars of investments made are provided in the financial statement (Please refer to Note no. 4) to the financial statement.

12. Deposits

Your Company has not accepted any deposits from the public or its employees during the year under review.

13. Policies on Appointment of Directors and Remuneration of Directors, Key Managerial Personnel and Employees.

In accordance with the provisions of section 134(3)(e) of the Companies Act, 2013 (“the Act”) read with section 178(3) of the Act, your Company has adopted a Policy on Appointment of Directors and Senior Management and succession planning for orderly succession to the Board and the Senior Management, which inter alia, includes the criteria for determining qualifications, positive attributes and independence of Directors.

Your Company has also adopted the Policy on Remuneration of Directors, Key Managerial Personnel and Employees of the Company in accordance with the provisions of sub-section (4) of section 178, and the same are appended as Annexure V-A and Annexure V-B and form part of this Report.

14. Particulars of Employees and related disclosures

There are no employees drawing remuneration in excess of the limits specified in Rule 5(2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 further amended by Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

The ratio of remuneration of each Director to the median employees'' remuneration and other details in terms of Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure VI.

15. Board

Directors or Key Managerial Personnel who were Appointed or have resigned during the Year As on March 31, 2025, the composition of the Board is as follows:

	Sr. no	Name of director	Designation
	1	Mr. Minesh Vasantlal Modi	Whole-Time Director
	2	Mrs. Rupa Minesh Modi	Whole Time Director designated as Executive & Chief Financial Office
	3	Mr. Manoj Ashok Pardhee	Non-Executive, Independent Director
	4	Mr. Pankaj Vrajlal Sodha	Non-Executive, Independent Director
	5	Mr. Kaushal Shambhu Ameta	Non-Executive, Independent Director
	6	*Mr. Yogesh Becharbhai Girnara	Non-Executive, Independent Director
	7	*Mr. Premnath Tidiprasad Mishra	Non-Executive, Independent Director
	8	*Mr. Rajendra Shishupal Lokare	Non-Executive, Independent Director
	9	Ms. Aarushi Hasmukh Lad	Company Secretary & Compliance Officer
*Completed their second term as Independent Directors on September 30, 2024.

On the basis of the written representations received from the Directors, none of the above Directors is disqualified under Section 164 of the Act.

Key Managerial Personnel

In terms of Section 203 of the Companies Act, 2013, the Key Managerial Personnel are Mr. Minesh Vasantlal Modi, Whole Time Director, Mrs. Rupa Minesh Modi, Whole Time Director designated as Executive Director & Chief Financial Officer and Ms. Aarushi Lad, Company Secretary & Compliance Officer as on March 31, 2025. During the year under review, there has been no changes in the Key Managerial Personnel of the Company.

16. Declaration of Independent Directors

The Company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act, 2013 read with Regulation 25(8) of the SEBI Listing Regulations, that he meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations.

The Board is of the opinion that there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience of all Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, Manesar (“IICA”).

The Independent Directors of the Company have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

17. Directors Retiring by Rotation

Pursuant to the provisions of Section 152 (6) of ''the Act'', Mr. Minesh Vasantlal Modi (DIN: 00378378), Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. The Board of Directors recommend his re-appointment and propose the same for the approval of the members at the ensuing Annual General Meeting of the Company.

18. Board Evaluation

Pursuant to provisions of the Companies Act, 2013 and SEBI Listing Regulations the Board has carried out an annual performance evaluation of its own performance, and that of its Committees as well as performance of all the Directors individually including Independent Directors, and Executive Director and CFO. Evaluation was done by Nomination and Remuneration Committee. A structured questionnaire was prepared after circulating the draft forms, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity; attendance and adequacy of time given by the Directors to discharge their duties; Corporate Governance practices etc. The Directors expressed their satisfaction with the evaluation process.

All Directors unanimously expressed that the evaluation outcome reflected high level of engagement of the Board of Directors and its committees amongst its members with the Company and its management and that they are fully satisfied with the same.

19. Familiarisation Programme for Independent Directors

The Board of the Company are afforded many opportunities to familiarise themselves with the Company, its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters along with other details as required pursuant to the provisions of the SEBI Listing Regulations are available on the website of the Company at https://nsil.co.in/images/pdf/drafts/Independent Directors Familiarization Programs.pdf.

20. Directors'' Responsibility Statement

Pursuant to Section 134(3)(c) of the Act, your Directors state that:

(a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable Accounting Standards read had been followed and there are no material departures from the same;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2025 and of the profit of the Company for year ended on that date;

(c) they 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 annual accounts have been prepared on a going concern basis;

(e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

21. Board Meetings and Annual General Meeting

The Board met 6 times during the financial year.

During the year under review the Board of Directors met 6 (six) times on April 23, 2024, May 29, 2024, August 01, 2024, August 30, 2024, November 13, 2024 and January 30, 2025. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013, Secretarial Standards on Board Meetings and SEBI Listing Regulations as amended from time to time.

The 39th Annual General Meeting (AGM) of the Company was held on September 30, 2024 through Video Conferencing /Other Audio Visual Means.

22. Separate Meeting of the Independent Directors

In Compliance with the provision of the Companies Act, 2013 SEBI Listing Regulations, the Independent Directors of your Company meet without the presence of the Executive Director or other Non-Independent Directors or Chief Financial Officer or any other Management Personnel.

The Independent Directors held a Meeting on January 30, 2025, and they, inter alia:

i. Reviewed the performance of Non-Independent directors and the Board as a whole;

ii. Reviewed the performance of the Chairperson of the Company

iii. Assessed the quality, quantity, and timeliness of flow of information between the Company''s Management and the Board, which is necessary for the Board to perform their duties effectively and reasonably.

The Independent Directors holds a unanimous opinion that the Non-Independent Directors bring to the Board constructive knowledge in their respective field. The Independent Directors expressed their satisfaction with overall functioning and implementations of their suggestions.

23. Audit Committee

The Audit Committee of the Company had been constituted and functions in accordance with provisions of Section 177 of ''the Act'' and SEBI Listing Regulations.

The Committee comprises of 3 directors having accounting and finance back-ground. The composition of the Committee and attendance of the members during the financial year 2024-25 is given hereunder:

Name of the Member	Member/ Chairman	Number of Meetings Attended	Date of Cessation
Mr. Yogesh Becharbhai Girnara	Chairman	2/2	30-09-2024
Mr. Rajendra Shishupal Lokare	Member	2/2	30-09-2024
Mr. Minesh Vasantlal Modi	Member	4/4	-
*Mr. Pankaj Vrajlal Sodha	Chairman	2/2	-
*Mr. Kaushal Shambhu Ameta	Member	2/2	-

independent Directors appointed w.e.f. August 30, 2024, and were inducted in the said committee w.e.f. September 30, 2024, and Mr. Pankaj Vrajlal Sodha Chaired the committee.

The role, terms of reference and powers of the Audit Committee are in conformity with the requirements of the Companies Act, 2013 and applicable regulations of the SEBI Listing Regulations.

The Committee met 4 times during the year under review i.e. April 23, 2024, August 01, 2024, November 13, 2024 and January 30, 2025. The Committee, inter-alia, discussed on financials, audit reports and appointment of auditors.

The Board accepted all recommendations of the Audit Committee made from time to time. All the members of the Committee attended all the meetings.

24. Nomination and Remuneration Committee

The Committee comprises of 3 Independent Directors having accounting and finance back-ground. The details of composition of the Committee for the FY ended on March 31, 2025, is as under:

Name of the Member	Member/ Chairman	Number of Meetings Attended	Date of Cessation
Mr. Yogesh Becharbhai Girnara	Chairman	3/3	30-09-2024
Mr. Rajendra Shishupal Lokare	Member	3/3	30-09-2024
Mr. Premnath Tidiprasad Mishra	Member	3/3	30-09-2024
*Mr. Pankaj Vrajlal Sodha	Chairman	Not Applicable for FY 2024-25	-
*Mr. Kaushal Shambhu Ameta	Member	Not Applicable for FY 2024-25	-
*Mr. Manoj Ashok Pardhee	Member	Not Applicable for FY 2024-25	-
* Independent Directors appointed w.e.f. August 30, 2024, and were inducted in the said committee w.e.f. September 30, 2024, and Mr. Pankaj Vrajlal Sodha Chaired the committee.

The role, terms of reference and powers of the Nomination and Remuneration Committee are in conformity with the requirements of the Companies Act, 2013 and applicable regulations of the SEBI Listing Regulations.

The Committee met 3 times during the year under review i.e. April 23, 2024, August 01, 2024 and August 30, 2024.

All the members of the Committee attended all the meetings. The constitution are in compliance with the provisions of the Act and the applicable regulations of SEBI Listing Regulations and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

25. Stakeholders Relationship Committee

In terms of the requirements of Section 178 of the Act and Regulation 20 of the Listing Regulations, the Stakeholders'' Relationship Committee of the Company consists of Four (4) members. The details of composition of the Committee for the FY ended on March 31, 2025, is as under:

Name of the Member	Member/ Chairman	Number of Meetings Attended	Date of Cessation
Mr. Yogesh Becharbhai Girnara	Chairman	-	30-09-2024
Mr. Rajendra Shishupal Lokare	Member	-	30-09-2024
Mr. Premnath Tidiprasad Mishra	Member	-	30-09-2024
*Mr. Pankaj Vrajlal Sodha	Chairman	1/1	-
*Mr. Minesh Modi	Member	1/1	-
*Mr. Kaushal Shambhu Ameta	Member	1/1	-
*Mr. Manoj Ashok Pardhee	Member	1/1	-
* Independent Directors appointed w.e.f. August 30, 2024, and were inducted in the said committee w.e.f. September 30, 2024, and Mr. Pankaj Vrajlal Sodha Chaired the committee.

The Committee met 1 time during the year under review i.e. January 30, 2025.

26. Corporate Governance

A report on Corporate Governance along with a certificate from the Secretarial Auditor of the Company regarding the compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations, forms part of this Annual Report as Annexure VII.

27. Vigil mechanism / Whistle Blower Mechanism

The Company has established a vigil mechanism by adopting a Whistle Blower Policy for Directors and employees to report genuine concerns in the prescribed manner. The vigil mechanism is overseen by the Audit Committee and provides adequate safeguards against victimization of employees and Directors. Whistle Blower Policy is a mechanism to address any complaint(s) related to fraudulent transactions or reporting intentional non-compliance with the Company''s policies and procedures and any other questionable accounting/operational process followed. It provides a mechanism for employees to approach the Chairman of Audit Committee or Chairman of the Company or the Corporate Governance Cell. During the year, no such incidence was reported, and no personnel were denied access to the Chairman of the Audit Committee or Chairman of the Company or the Corporate Governance Cell.

The Whistle Blower Policy for Directors & Employees is available at web link https://www.nsil.co.in/images/pdf/drafts/Policy for Whsitle Blower and Vigil Mechanism to be uploade d.pdf

28. Sexual Harassment

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. During the year 2024-25, there were no complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has complied with the provisions relating to the constitution of Internal Committee (IC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year:

Number of sexual harassment complaints received	Number of complaints disposed off during the year	Number of cases pending for more than ninety days
NIL	NIL	NIL

29. Compliance with the provisions relating to the Maternity Benefit Act 1961

The provisions of the Maternity Benefit Act, 1961 and rules made thereunder are not applicable to the Company as the number of employees of the Company are less than 10.

30. Risk Management

The Company has in place the procedure to inform the Board about the risk assessment and minimization procedures. Your Company has appropriate risk management systems in place for identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting. Audit Committee has been assigned the task of ensuring Risk Management, for monitoring and reviewing of the risk assessment, mitigation and risk management plan from time to time. The Board periodically reviews implementation and monitoring of the risk management plan for the Company including identification therein of elements of risks, if any, which in the opinion of the Board may threaten the existence of the Company.

31. Corporate Social Responsibility ("CSR”)

During the financial year 2024-25, the Company did not earn net profits as computed under Section 198 of the Companies Act, 2013. Accordingly, there was no statutory obligation to incur any expenditure towards Corporate Social Responsibility (“CSR”) activities during the year.

In line with the above and in accordance with the provisions of Section 135 of the Act, the requirement for constitution of the CSR Committee shall not be applicable for the said financial year and the functions of such Committee be discharged by the Board of Directors of Company.

Consequently, the requirement to annex an Annual Report on CSR Activities, as prescribed under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, does not arise for the financial year 202425.

In terms of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has also formulated a CSR Policy which is available on your Company''s website at https://www.nsil.co.in/images/pdf/drafts/Corporate%20Social%20Responsibility%20Policy Netlink.docx. pdf.

32. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars required under Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo forms part of this report as Annexure VIII.

33. Share Capital

During the year under the review there is no change in the issued, subscribed, and paid-up share capital of the Company.

a) Employee Stock Options Scheme

During the year under the review the Company has not issued any Shares pursuant to the Employee Stock Options Scheme.

b) Issue of Sweat Equity shares

During the year under the review the Company has not issued any Sweat Equity Shares.

c) Issue of Shares with Differential rights

During the year under the review the Company has not issued any Shares with Differential rights.

d) Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

e) Bonus Shares

No Bonus Shares were issued during the year under review.

34. Annual Return

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return in Form MGT-7 for the financial year ended March 31, 2025, is available on the weblink of the Company at https://www.nsil.co.in/financials.html.

35. Details of significant & material orders passed by the regulators, courts, tribunals impacting the going concern, status and company''s operations in future

No significant & material orders passed by the regulators, courts, tribunals against your company during the financial year 2024-25.

36. Proceedings under the Insolvency and Bankruptcy Code, 2016 (31 Of 2016)

No Application was made under the Insolvency and Bankruptcy Code, 2016 during the year under review. Hence there are no proceedings pending under the said Code.

37. Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) and is in compliance with the same.

38. Receipt of any commission by MD / WTD from Company or for receipt of commission/remuneration from its Holding or Subsidiary Company

During the year under review, the Company has not paid any commission to any of its directors. The Company does not have any Subsidiary. The Holding Company has not paid any commission to any of its Whole Time Director during the year under review.

39. Internal Financial Controls and their Adequacy

The Company has in place adequate internal financial control with reference to the size and nature of its business. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors and the adequacy of internal audit function, significant internal audit findings and follow-ups thereon.

40. Explanation or Comments on Qualifications, Reservations or adverse remarks or disclaimers made by the Auditors and the Practicing Company Secretary in their reports

There were no qualifications, reservations or adverse remarks made either by the Auditors or by the Practicing Company Secretary in their respective reports.

41. Research and Development

The Company has not undertaken any Research and Development activity in any specific area during the year under review, and hence no cost has been incurred towards same.

42. General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions / events on these items during the year under review:

1. During the year under review, no revision was made in the financial statement of the Company.

2. There has been no change in the nature of business of your Company.

3. During the year, the Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

Cautionary statement:

Certain statements in the Directors'' Report describing the Company''s objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Company''s operations include labour and material availability, and prices, cyclical demand and pricing in the Company''s principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors.

Appreciation and Acknowledgement

The Directors would like to thank all shareholders, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, the Government of India and other Regulatory Authorities, the BSE Limited, Bankers, Members, Customers, contractors, suppliers, associates and Employees of the Company for their continued support and trust. Your Directors would like to express deep appreciation for the commitment shown by the employees in supporting the Company in achieving continued robust performance on all fronts.

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Mar 31, 2024

Your Directors present their 39^th Annual Report together with the Audited Financial Statement of your Company for the year ended March 31, 2024.

Financial Highlights

(Rs. in Lakhs)

Financial Performance:	2023 - 24	2022 - 23
Total Income	1251.51	718.93
Total Expenditure	160.38	153.74
Profit Before Depreciation and Tax	1072.83	546.89
Less: Deprecation	18.29	18.29
Net Profit before Tax	1091.13	565.18
Tax Expense:	171.23	87.72
Income Tax- Current Tax	138.05	49.55
Income Tax-Earlier year	(3.38)	-
Deferred tax Charges/(Credit)	36.56	38.17
Net Profit after Tax	919.90	477.47

Dividend

The Board has not recommended any Dividend for the current financial year.

Reserves

The Board has not proposed any amount to be transferred to the General Reserve.

Transfer of unclaimed dividend to investor education and protection fund

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no unpaid/unclaimed dividend lying with the Company.

As per Sections 124 and 125 of the Companies Act, 2013, the amount of unpaid or unclaimed dividend lying in unpaid dividend account for a period of seven (7) years from the date of its transfer to the unpaid dividend account and the underlying Equity Shares of such unpaid or unclaimed dividend, are required to be transferred to the Investor Education and Protection Fund (“IEPF”) established by the Central Government. Accordingly, the unclaimed dividend in respect of the financial years 2003-04 to 2008-09 was transferred to the IEPF and the Company has also transferred 21,925 Equity shares into the IEPF Account on 29/05/2020 vide SRN R42014555. Out of the above, 1400 equity shares and total dividend of Rs.160 thereon have since been claimed by the respective members. The eligible Members can claim their shares from the website of IEPF (http://www.iepf.gov.in) for filing the claim for refund.

Operations/ State of the Company''s Affairs

During the year, the total income of the Company has been Rs. 1251.51 Lakhs as compared to previous year total of Rs. 718.93 Lakhs. Our Company has made a robust profit amounting to Rs 919.90 Lakhs after tax as compared to the last year profit of Rs 477.47 Lakhs.

During the year, Company has gained significantly in view of rally in the equity markets leading to enhanced value of investment. The Company is exploring various options for a sustainable growth & profitability.

Share Capital

During the year under the review there is no change in the issued, subscribed, and paid-up share capital of the Company.

Employee Stock Options Scheme

During the year under the review the Company has not issued any Shares pursuant to the Employee Stock Options Scheme.

Issue of Sweat Equity shares

During the year under the review the Company has not issued any Sweat Equity Shares.

Issue of Shares with Differential rights

During the year under the review the Company has not issued any Shares with Differential rights.

Holding Company / Subsidiary Company

The Company does not have any Subsidiary, Joint Venture or Associate Company. However, Jupiter Infomedia Limited, a BSE listed company, is the holding company of the Company.

Management Discussion and Analysis Report

In accordance with regulation 34 of SEBI (Listing Obligations and Disclose Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of this Report as Annexure - I.

Corporate Governance

In terms of provision of regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI LODR”) compliance with the Corporate Governance provisions as specified under regulations 17 to 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V was not applicable during the financial year 2023-24 to the Company as paid-up share capital of the Company was less than Rs. 10 Crore and net-worth of the Company was less than Rs. 25 Crores, as on the financial year ended on March 31, 2023. Hence Corporate Governance report does not form part of this Annual Report.

Further, upon declaration of annual audited financial results for the financial year ended March 31, 2024, in the Board meeting held on April 23, 2024, the Company''s net worth for the financial year ended March 31, 2024 has exceeded the limit as mentioned in the Regulation 15(2) of LODR Regulations. Therefore, the Company shall comply with the Corporate Governance provisions of LODR Regulations within six months from such date.

The Company is in process of taking all requisite steps to ensure compliance with the applicable corporate governance provisions under the SEBI LODR Regulations within the stipulated time limit.

Corporate Social Responsibility (CSR)

The provisions related to Corporate Social Responsibility (“CSR”) are not applicable during the financial year 2023-24. However, basis the audited financials of March 31, 2024, the CSR provisions will become applicable to the Company and accordingly the Company shall be required to comply with the adoption of a CSR Policy and implement requisite amount towards its CSR obligation during the financial year 2024-25.

Directors and Key Managerial Personnel

A. Composition of the Board

The Board comprises the following members:

• Mr. Minesh Modi: Whole-time Director

• Mrs. Rupa Modi: Executive Director and Chief Financial Officer designated as Whole- time Directors.

• *Mr. Yogesh Becharbhai Girnara, Mr. Rajendra S. Lokare, and Mr. Premnath T Mishra: Independent Directors

• Ms. Aarushi Lad: Company Secretary & Compliance Officer

independent Directors would be completing their second term on September 29, 2024

B. Appointment of Independent Directors

Based on the recommendations of the Nomination & Remuneration Committee, the Board of Directors, during its meeting held on August 30, 2024, approved the appointment of the following individuals, subject to approval of members, effective from the same date:

1. Mr. Pankaj Vrajlal Sodha (DIN: 10744650) - Appointed as an Additional Director (Independent and NonExecutive) for a term of 5 years, upto August 29, 2029.

2. Mr. Manoj Ashok Pardhee (DIN: 10744070) - Appointed as an Additional Director (Independent and NonExecutive) for a term of 5 years, upto August 29, 2029.

3. Mr. Kaushal Shambhu Ameta (DIN: 02143786) - Appointed as an Additional Director (Independent and Non-Executive) for a term of 5 years, upto August 29, 2029.

None of the aforementioned appointees are debarred from holding the office of director by any order from SEBI or any other authority. The Company has received the requisite Notices from a Member proposing their appointment as Directors. Declarations have also been received from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013, and the Listing Regulations.

The Board believes that the Independent Directors uphold the highest standards of integrity and possess the necessary expertise and experience to fulfill their roles effectively.

All the Independent directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs (“IICA”), Manesar, Gurgaon as notified by the Central Government under Section 150(1) of the Companies Act, 2013 and shall undergo online proficiency self-assessment test, as may be applicable, within the time prescribed by the IICA.

The additional directors will hold office until the upcoming Annual General Meeting. The Board recommends their appointment as Independent Directors of the Company.

C. Directors Retiring by Rotation

In accordance with Section 152(6) of the Companies Act, Mrs. Rupa Modi (DIN: 00378383), being the longest-serving director, will retire by rotation at the upcoming Annual General Meeting. She is eligible and has offered herself for reappointment.

Based on the written representations received, none of the Directors mentioned above are disqualified under Section 164 of the Act.

Board Evaluation

Pursuant to provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclose Requirements) Regulations, 2015 the Board of Directors has carried out an annual performance evaluation of its own performance, the Directors individually including Independent Directors. Evaluation was done by Nomination and Remuneration Committee. A structured questionnaire was prepared after circulating the draft forms, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity; attendance and adequacy of time given by the Directors to discharge their duties; Corporate Governance practices etc. The Directors expressed their satisfaction with the evaluation process. All Directors unanimously expressed that the evaluation outcome reflected high level of engagement of the Board of Directors and its committees amongst its members with the Company and its management and that they are fully satisfied with the same.

Receipt of any commission by MD / WTD from Company or for receipt of commission/remuneration from its Holding or Subsidiary Company

During the year under review, the Company has not paid any commission to any of its directors. The Company does not have any Subsidiary. The Holding Company has not paid any commission to any of its Whole Time Director during the year under review.

Separate Meeting of the Independent Directors

In Compliance with the provision of the Companies Act, 2013 SEBI (Listing Obligations and Disclose Requirements) Regulations, 2015, the Independent Directors held a Meeting on January 20, 2024, and they, inter alia:

i. Reviewed the performance of non-independent directors and the Board as a whole;

ii. Reviewed the performance of the Chairperson of the Company

iii. Assessed the quality, quantity, and timeliness of flow of information between the Company''s Management

and the Board, which is necessary for the Board to perform their duties effectively and reasonably.

The Independent Directors holds a unanimous opinion that the Non-Independent Directors bring to the Board constructive knowledge in their respective field. The Independent Directors expressed their satisfaction with overall functioning and implementations of their suggestions.

Familiarisation Programme for Independent Directors

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters along with other details as required pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are available on the website of the Company at www.nsil.co.in.

Declaration of Independent Directors

The Company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors of the Company have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

Meetings

The Board met 7 times during the financial year.

During the year under review the Board of Directors met 7 (seven) times on May 09, 2023, June 13, 2023, July 21,2023 August 01,2023, August 08, 2023 October 31, 2023, January 20, 2024. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013, Secretarial Standards on Board Meetings and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.

Directors'' Responsibility Statement

Pursuant to Section 134(3)(c) of the Act, your Directors state that:

(a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable Accounting Standards read had been followed and there are no material departures from the same;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2024 and of the profit of the Company for year ended on that date;

(c) they 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 annual accounts have been prepared on a going concern basis;

(e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) and is in compliance with the same.

Internal Financial Controls and their Adequacy

The Company has in place adequate internal financial control with reference to the size and nature of its business. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors and the adequacy of internal audit function, significant internal audit findings and follow-ups thereon.

Composition of Audit Committee

The Committee comprises of 3 directors having accounting and finance back-ground. The composition of the Committee and attendance of the members during the financial year 2023-24 is given hereunder:

Name of the Member	Member/ Chairman	Number of Meetings Attended
*Mr. Yogesh Girnara	Chairman	4/4
*Mr. Rajendra Lokare	Member	4/4
Mr. Minesh Modi	Member	4/4
**Mr. Pankaj Vrajlal Sodha	Member	Not Applicable for FY 2023-24
**Mr. Kaushal Shambhu Ameta	Member	Not Applicable for FY 2023-24

* Independent Directors would be completing their second term on September 29, 2024.

**Appointed as an Additional Non-executive Independent Directors w.e.f. August 30, 2024, and will be inducted in the said committee w.e.f. September 30, 2024, and Mr. Pankaj Vrajlal Sodha will be the Chairman.

The role, terms of reference and powers of the Audit Committee are in conformity with the requirements of the Companies Act, 2013 and applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee met 4 times during the year under review on May 09, 2023, August 01, 2023, October 31, 2023, January 20, 2024. The Committee, inter-alia, discussed on financials, audit reports and appointment of auditors. The Board accepted all recommendations of the Audit Committee made from time to time. All the members of the Committee attended all the meetings.

Nomination and Remuneration Committee

The Committee comprises of 3 Independent Directors having accounting and finance back-ground. The composition of the Committee and attendance of the members during the financial year 2023-24 is given hereunder:

Name of the Member	Member/ Chairman	Number of Meetings Attended
*Mr. Yogesh Girnara	Chairman	3/3
*Mr. Rajendra Lokare%	Member	3/3
*Mr. Premnath T Mishra	Member	3/3
**Mr. Pankaj Vrajlal Sodha	Member	Not Applicable for FY 2023-24
**Mr. Kaushal Shambhu Ameta	Member	Not Applicable for FY 2023-24
**Mr. Manoj Ashok Pardhee	Member	Not Applicable for FY 2023-24

* Independent Directors would be completing their second term on September 29, 2024.

**Appointed as an Additional Non-executive Independent Directors w.e.f. August 30, 2024, and will be inducted in the said committee w.e.f. September 30, 2024 and Mr. Pankaj Vrajlal Sodha will be the Chairman.

The role, terms of reference and powers of the Nomination and Remuneration Committee are in conformity with the requirements of the Companies Act, 2013 and applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 The Committee met 3 times i.e. May 09, 2023, June 13, 2023, July 21, 2023. All the members of the Committee attended all the meetings. The constitution are in compliance with the provisions of the Act and the applicable regulations of SEBI Listing Regulations and the SEBI (Share Based Employee Benefits) Regulations, 2014.

Policies on Appointment of Directors and Remuneration of Directors, Key Managerial Personnel and Employees

In accordance with the provisions of section 134(3) (e) of the Companies Act, 2013 (“the Act”) read with section 178(3) of the Act, your Company has adopted a Policy on Appointment of Directors and Senior Management and succession planning for orderly succession to the Board and the Senior Management, which inter alia, includes the criteria for determining qualifications, positive attributes and independence of Directors.

Your Company has also adopted the Policy on Remuneration of Directors, Key Managerial Personnel and Employees of the Company in accordance with the provisions of sub-section (4) of section 178, and the same are appended as Annexure II-A and Annexure II-B and form part of this Report.

Particulars of Remuneration of Employees and Other Required Disclosures

There are no employees drawing remuneration in excess of the limits specified in Rule 5(2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 further amended by Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

The ratio of remuneration of each Director to the median employees'' remuneration and other details in terms of Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure III.

Vigil mechanism / Whistle Blower Mechanism

The Company has established a vigil mechanism by adopting a Whistle Blower Policy for Directors and employees to report genuine concerns in the prescribed manner. The vigil mechanism is overseen by the Audit Committee and provides adequate safeguards against victimization of employees and Directors. Whistle Blower Policy is a mechanism to address any complaint(s) related to fraudulent transactions or reporting intentional non-compliance with the Company''s policies and procedures and any other questionable accounting/operational process followed. It provides a mechanism for employees to approach the Chairman of Audit Committee or Chairman of the Company or the Corporate Governance Cell. During the year, no such incidence was reported, and no personnel were denied access to the Chairman of the Audit Committee or Chairman of the Company or the Corporate Governance Cell. The Whistle Blower Policy of the Company is available at web link https://www.nsil.co.in/policy.html

Risk Management

The Company has in place the procedure to inform the Board about the risk assessment and minimization procedures. Your Company has appropriate risk management systems in place for identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting. Audit Committee has been assigned the task of ensuring Risk Management, for monitoring and reviewing of the risk assessment, mitigation and risk management plan from time to time. The Board periodically reviews implementation and monitoring of the risk management plan for the Company including identification therein of elements of risks, if any, which in the opinion of the Board may threaten the existence of the Company.

Statutory Auditors

M/s. Ladha Singhal and Associates (ICAI Firm Registration No.120241W) were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 37^th Annual General Meeting (AGM) held on September 29, 2022 until the conclusion of the ensuing 42^nd AGM of the Company to be held in the year 2027.

Secretarial Auditor

The Board had appointed M/s. Tarun Jain & Associates, Practicing Company Secretaries to conduct the Secretarial Audit for the financial year 2023-24. The Secretarial Audit report for the financial year ended March 31, 2024 is annexed herewith and marked as Annexure IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

There was no loan advanced, guarantees given or security provided by the Company under Section 186 of the Companies Act, 2013 during the year under review. Particulars of investments made are provided in the financial statement (Please refer to Note no. 4) to the financial statement.

Contracts and Arrangements with Related Parties

All contracts/transactions executed by the Company during the financial year with related parties were on arm''s length basis and in ordinary course of business. The particulars of such material contracts or arrangements made with related parties in Form AOC 2 pursuant to Section 188 is furnished in Annexure -V and is attached to this report.

The Directors draw attention of the members to note no. 27 to the financial statement which sets out related party disclosures.

Deposits, Loans and Advances

Your Company has not accepted any deposits from the public or its employees during the year under review.

Explanation or Comments on Qualifications, Reservations or adverse remarks or disclaimers made by the Auditors and the Practicing Company Secretary in their reports

There were no qualifications, reservations or adverse remarks made either by the Auditors or by the Practicing Company Secretary in their respective reports.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Ofucers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars required under Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption is annexed herewith and forms part of this report as Annexure VI.

Research and Development

The Company has not undertaken any Research and Development activity in any specific area during the year under review, and hence no cost has been incurred towards same.

Copy of Annual Return

The Annual Return in Form MGT-7 for the financial year ended 31st March, 2024, is available on the weblink of the Company at https://www.nsil.co.in/financials.html.

Material Changes and Commitment affecting Financial Position of the Company which have occurred between the end of the financial year of the Company

No material changes and commitments have occurred after the closure of the financial year 2023-24 till the date of this Report, which would affect the financial position of your Company.

The Board of Directors at their meeting held on May 29 2024, after due consideration and deliberation decided to discontinue the provision of the consultation and cooperation services and accordingly served a discontinuation Notice/Intimation to Messe Frankfurt Trade Fairs India Private Limited (“Messe”/”Purchaser”) under the Asset Purchase Agreement entered into with Messe vide Agreement dated 24th September 2018 which was amended vide amendment agreement dated 1 st September 2021. This will result in discontinuance of related revenues in future which was a major source of revenue of the Company. The Company is exploring various options for a sustainable growth & profitability in future.

Details of significant & material orders passed by the regulators, courts, tribunals impacting the going concern, status and company''s operations in future

No significant & material orders passed by the regulators, courts, tribunals against your company during the financial year 2023-24.

Sexual Harassment

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act - 2013 and the rules made thereunder. During the year 2023-24, there were no complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has complied with the provisions relating to the constitution of Internal Committee (IC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment.

Maintenance of Cost Records

The Company is not required to maintain cost records as specified by the Central Government under subsection (1) of Section 148 of the Companies Act 2013.

Proceedings under the Insolvency and Bankruptcy Code, 2016 (31 Of 2016)

No Application was made under the Insolvency and Bankruptcy Code, 2016 during the year under review. Hence there are no proceedings pending under the said Code.

General

1. During the year under review, no revision was made in the financial statement of the Company.

2. During the year, the Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

Cautionary statement:

Certain statements in the Directors’ Report describing the Company’s objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Company’s operations include labour and material availability, and prices, cyclical demand and pricing in the Company’s principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors.

Appreciation and Acknowledgement

The Directors would like to thank all shareholders, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, the Government of India and other Regulatory Authorities, the BSE Limited, Bankers, Members, Customers, contractors, suppliers, associates and Employees of the Company for their continued support and trust. Your Directors would like to express deep appreciation for the commitment shown by the employees in supporting the Company in achieving continued robust performance on all fronts.

For and on behalf of the Board of Directors,

Minesh Modi Rupa Modi

Whole Time Director Executive Director & CFO

DIN:00378378 DIN:00378383

Date: August 30, 2024 Place: San Francisco

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Mar 31, 2014

Dear Members,

The Directors have the pleasure in presenting their 29th Report together with the Audited Accounts for the year ended March 31, 2014

Financial Performance:

2013 -14 2012 -13 Rs. (In Lakhs) Rs. (In Lakhs)

Total Income 65.66 64.31

Total Expenditure 59.19 58.67

Profit Before Depreciation and Tax 6.47 5.64

Less: Deprecation 4.23 4.22

Less: Provision for Tax and F.B.T. Incl. Deferred Tax Liability 0.11 0.24

Net Profit after Tax 2.13 1.18

Less :Short Provision for Tax - -

Balance Brought Forward - -

Amount available for Appropriation 2.13 1.18

Proposed Dividend - -

Tax on Dividend - -

Transfer to General Reserve - -

Surplus Carried Forward 2.13 1.18

Total Appropriation Nil Nil



OVERVIEW

During the year the total Income of the Company has been Rs. 65.66 Lacs as compared to previous year total of Rs. 64.31 Lacs. Our company has made Profit amounting to Rs 2.13 Lacs after tax.

Presently the software development, search engine marketing and publication business is being carried out whereas all other businesses were not successful. Therefore, the Board feels the Com- pany should continue with its current business relating to software development, search engine marketing and publication. The Company proposes to venture back into the field of construction and development, which happens to be one of the main objects of the Company.

In view of the inadequacy of profits your directors are unable to recommend any dividend for the year under review.

DIRECTORS

Pursuant to the provisions of section 152 of the Companies Act, 2013 (''the Act''), Mrs. Rupa Modi, Executive Director of the Company retires by rotation at the forthcoming Annual General Meeting and seeks re-appointment.

Mr. Yogesh Becharbhai Girnara, Mr. Rajendra S Lokare and Mr. Premnath T Mishra, who were appointed as Independent Directors under the provisions of the Companies Act, 1956 and whose period of office is liable to determination by retirement of directors by rotation. Under the provisions of Section 149 of the Companies Act, 2013, independent directors shall not be liable to retire by rotation. Further, all existing independent directors shall be required to confirm with the eligibility criteria as prescribed under the Companies Act, 2013 and therefore all existing independent direc- tors are required to be appointed as such by the shareholders at the ensuing AGM. The Company has received Notices from Members signifying their intention to propose Mr. Yogesh Becharbhai Girnara, Mr. Rajendra S Lokare and Mr. Premnath T Mishra as Independent Directors under section 152 read with 149 of the Companies Act, 2013. The Company has received declarations from all the Independent Directors of the Company confirming that they fulfill the criteria of independence as prescribed under subsection (6) of Section 149 of the Act.

Further, Mr. Minesh Modi and Mrs. Rupa Modi were appointed as Whole Time Director and Execu- tive Director w.e.f. 16th July, 2011 and 28th July, 2011 respectively for a period of 3 years. The Board of Directors have at their meeting held on July 15, 2014, upon the recommendation of the remunera- tion committee, approved the re-appointment of Mr. Minesh Modi and Mrs. Rupa Modi as Whole Time Director and Executive Director w.e.f. 15th July, 2014 and 27th July, 2014 respectively for a period of 3 years, subject to the approval of members in the ensuing AGM.

The relevant resolutions for appointment of Mr. Yogesh Becharbhai Girnara, Mr. Rajendra S Lokare and Mr. Premnath T Mishra as independent directors and Mr. Minesh Modi and Mrs. Rupa Modi as Whole Time Director and Executive Director respectively are placed for the approval of members.

DEPOSITS

The Company has not accepted any deposits and as such no amount of principal or interest was outstanding on the date of balance sheet.

AUDITORS

M/s. K U Kothari & Co., Chartered Accountants (having ICAI firm registration no. - 105310W), the Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and have shown their willingness to be re-appointed as the Auditors of the Company for three (3) financial years, i.e., 2014-15, 2015-16 and 2016-17. Your directors recommend their appointment as Auditors of the Company.

As required under the provisions of section 139 and 141 of the Companies Act, 2013, the Company has obtained a written consent and written certificate from the above auditors proposed to be re- appointed to the effect that their re-appointment, if made, would be in conformity with the limits, qualifications and eligibility norms specified in the said sections.

LISTING

The shares of the Company are listed on the Bombay Stock Exchange Limited. The Company is regular in complying with the provisions of the Listing Agreement entered into with the Stock Ex- change.

SECRETARIAL COMPLIANCE CERTIFICATE

As required under the provisions of Section 383A of the Companies Act, 1956, the Secretarial Com- pliance is attached herewith.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The particulars prescribed under clause (e) of sub-Section (1) of Section 217 of the Companies Act, 1956, read with the companies (Disclosure of particulars in Report of Board of Directors) Rule, 1988 are as follows:

CONSERVATION OF ENERGY

The company is not a manufacturing company and hence the details in respect of the above are not applicable.

RESEARCH AND DEVELOPMENT

The company has not undertaken any Research and Development activity in any specific area dur- ing the year under review, and hence no cost has been incurred towards same.

Technology Absorption : Nil

Foreign Exchange Earning : Rs. 304331 Foreign Exchange Outgo : Rs. 284775

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 217 (2AA) of the Companies Act, 1956, Directors confirm that:- a) in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

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

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in the accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis.

EMPLOYEES

During the year the company has not employed any person, which required disclosure under section 217 (2A) of the Companies Act, 1956 to be read with the Companies Particulars of Employees Rules, 1975, as amended.

ACKNOWLEDGEMENT

Your Directors hereby place on record their appreciation and co-operation and support received from all the customers, vendors, banks and share transfer agent and thank them for their valuable contribution in the growth of the company.

Your directors thank all the shareholders of the company for their continued support.

Your directors also thank all the government agencies, The Software Technology Parks of India, Bombay Stock Exchange Limited, SEBI, The Registrar of Companies, Mumbai for their support during the year and look forward to their continued support in future.

TO THE MEMBERS OF NETLINK SOLUTIONS (INDIA) LIMITED

We have audited the accompanying financial statements of NETLINK SOLUTIONS (INDIA) LIM- ITED ( "the company") which comprises the Balance Sheet as at 31st March 2014, and the state- ment of Profit & Loss Account and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements:

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility:

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Char- tered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclo- sures in the financial statements. The procedures selected depend on the auditor''s judgment, in- cluding the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control rel- evant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting esti- mates made by management, as well as evaluating the overall presentation of the financial state- ments.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance sheet, of the state of affairs of the Company as at 31st March, 2014;

b) In the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on the date; and

c) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on the date.

Report on Other Legal & Regulatory Requirements:

1. As required by the Companies (Auditor''s Report) Order, 2003 (''the Order") issued by the Cen- tral Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Com- pany so far as appears from our examination of those books;

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on 31st March 2014 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section prescribing the manner in which such cess is to be paid, no cess is due and payable by the company.

FOR K. U. KOTHARI & CO. CHARTERED ACCOUNTANTS F.R.No. 105310W

PRAKASH CHECHANI PLACE: MUMBAI (PARTNER) DATED:07.05.2014 M.No. 104203

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Mar 31, 2013

Dear Members,

The Directors have the pleasure in presenting their 28th Report together with the Audited Accounts for the year ended March 31, 2013

Financial Performance:

2012-13 2011-12 Rs. Rs.

Total Income 6430748 8197332

Total Expenditure 5866839 5953617

Profit Before Depreciation and Tax 563909 2243715

Less: Deprecation 421924 (1050855)

Less: Provision for Tax and F.B.T. Incl. Deferred Tax Liability 24232 111639

Net Profit after Tax 117753 1304499

Less :Short Provision for Tax

Balance Brought Forward

Amount available for Appropriation 117753 1304499

Proposed Dividend

Tax on Dividend

Transfer to General Reserve

Surplus Carried Forward 117753 1304499

Total Appropriation 117753 1304499

OVERVIEW

During the year the total Income of the Company has been Rs. 64.31 Lacs as compared to previous year total of Rs. 81.97 Lacs. Our company has made Profit amounting to Rs 1.18 Lacs after tax.

Presently the software development, search engine marketing and publication business is being carried out whereas all other businesses were not successful. Therefore, the Board feels the Company should continue with its current business relating to software development, search engine marketing and publication until appropriate business opportunity is identified.

In view of the inadequacy of profits your directors are unable to recommend any dividend for the year under review.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. Minesh V Modi and Mr. Rajendra Lokare, Directors of the Company, retire by rotation and being eligible offer themselves for re-appointment. Directors commend their re-appointment.

DEPOSITS

The Company has not accepted any deposits and as such no amount of principal or interest was outstanding on the date of balance sheet.

AUDITORS

M/s K U Kothari & Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting of the Company. The Company has received a letter showing their willingness to act as the auditor of the Company if re-appointed by the members of the Company and have forwarded the eligibility certificate u/s 224 (1B) of the Companies Act 1956. Members are requested to consider the appointment of M/s K U Kothari & Co., Chartered Accountants at the forthcoming Annual General Meeting of the Company.

LISTING

The shares of the Company are listed on the Bombay Stock Exchange Limited. The Company is regular in complying with the provisions of the Listing Agreement entered into with the Stock Exchange.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The particulars prescribed under clause (e) of sub-Section (1) of Section 217 6f the Companies Act, 1956, read with the companies (Disclosure of particulars in Report of Board of Directors) Rule, 1988 are as follows:

Conservation of Energy

The company is not a manufacturing company and hence the details in respect of the above are not applicable.

Research and Development

The company has not undertaken any Research and Development activity in any specific area during the year under review, and hence no cost has been incurred towards same.

Technology Absorption Nil

Foreign Exchange Earning : Rs. 336801

Foreign Exchange Outgo : Rs. 340900

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 217 (2AA) of the Companies Act, 1956, Directors confirm that:-

a) in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

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

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in the accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis.

EMPLOYEES

During the year the company has not employed any person, which required disclosure under section 217 (2A) of the Companies Act, 1956 to be read with the Companies Particulars of Employees Rules, 1975, as amended.

ACKNOWLEDGEMENT

Your Directors hereby place on record their appreciation and co-operation and support received from all the customers, vendors, banks and share transfer agent and thank them for their valuable contribution in the growth of the company.

Your directors thank all the shareholders of the company for their continued support.

Your directors also thank all the government agencies, The Software Technology Parks of India, Bombay Stock Exchange Limited, SEBI, The Registrar of Companies, Mumbai for their support during the year and look forward to their continued support in future. '' For and on behalf of the Board of Directors

Minesh Modi Rupa Modi

Whole Time Director Executive Director

Place: Mumbai

Date: 31.07.2013

---

Mar 31, 2012

The Directors have the pleasure in presenting their 27th Report together with the Audited Accounts for the year ended 31st March, 2012.

Financial Performance:

2011-12 2010-11 Rs. Rs.

Total Income 8197332 5998970

Profit Before Depreciation and Tax 2243715 819192

Less: Deprecation (1050855) (503012)

Less: Provision for Tax and F.B.T. Incl. Deferred Tax Liability 111639 (73616)

Net Profit after Tax 1304499 242564

Less: Short Provision for Tax - -

Balance Brought Forward - -

Amount available for Appropriation 1304499 242564

Proposed Dividend - -

Tax on Dividend - -

Transfer to General Reserve - -

Surplus Carried Forward 1304499 242564

Total Appropriation 1304499 242564

OVERVIEW

During the year the total Income of the Company has been Rs. 81.97 Lacs as compared to previous year total of Rs. 59.99 Lacs. Our company has made Profit amounting to Rs. 13.04 Lacs after tax. This has been a good year for the Company, with judicious growth, constantly evolving, and on the way creating and adding value. The main thrust of the management is on consolidating growth, and with an aim to sustain the growth.

Aditya Infotech is one of the leading Search Engine Marketing companies. The management is striving to make the Company technologically sound.

The portal www.easy2source.com caters to one of the largest readerships online. The portal has generated good response and we are optimistic of good response from the market.

In the magazine division 'Gifts and Accessories' is doing well. It has strengthen its position as the only B2B Trade Magazine in India based on Corporate Gifts and Stationary. The name of the magazine is well known to most manufacturers, suppliers, and corporate sectors pan India.

Taking into consideration the current market scenario and pitfalls of the stock market scenario, the Treasury Management & Administration Division has decided to be cautious with the investments of the company. A conservative approach will be maintained. These changes shall help in sustaining the company's development.

In order to conserve resources and inadequacy of profits your directors are unable to recommend any dividend for the year under review.

DIRECTORS

In accordance with the Articles of Association of the Company, Mrs. Rupa Modi and Mr. Yogesh Girnara, Directors of the Company retire by rotation and being eligible offer themselves for re-appointment. Directors commend their re-appointment.

DEPOSITS

The Company has not accepted any deposits and as such no amount of principal or interest was outstanding on the date of balance sheet.

AUDITORS

M/s. K U Kothari & Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting of the Company. The Company has received a letter showing their willingness to act as the auditor of the Company if re-appointed by the members of the Company and have forwarded the eligibility certificate u/s 224 (1B) of the Companies Act 1956. Members are requested to consider the appointment of M/s. K U Kothari & Co., Chartered Accountants at the forthcoming Annual General Meeting of the Company.

LISTING

The shares of the Company are listed on the Bombay Stock Exchange Limited. The Company is regular in complying with the provisions of the Listing Agreement entered into with the Stock Exchange.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The particulars prescribed under clause (e) of sub-Section (1) of Section 217 of the Companies Act, 1956, read with the companies (Disclosure of particulars in Report of Board of Directors) Rule, 1988 are as follows:

Conservation of Energy

The company is not a manufacturing company and hence the details in respect of the above are not applicable.

Research and Development

The company has not undertaken any Research and Development activity in any specific area during the year under review, and hence no cost has been incurred towards same.

Technology Absorption : Nil

Foreign Exchange Earning : Rs. 855028

Foreign Exchange Outgo : Rs. 500602

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 217 (2AA) of the Companies Act, 1956, Directors confirm that:-

a) in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

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

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis.

EMPLOYEES

During the year the company has not employed any person, which required disclosure under section 217 (2A) of the Companies Act, 1956 to be read with the Companies Particulars of Employees Rules, 1975, as amended.

ACKNOWLEDGEMENT

Your Directors hereby place on record their appreciation and co-operation and support received from all the customers, vendors, banks and share transfer agent and thank them for their valuable contribution in the growth of the company.

Your directors thank all the shareholders of the company for their continued support.

Your directors also thank all the government agencies, The Software Technology Parks of India, Bombay Stock Exchange Limited, SEBI, The Registrar of Companies, Mumbai for their support during the year and look forward to their continued support in future.

For and on behalf of the Board of Directors

Minesh Modi Rupa Modi WholeTime Director Executive Director

Place : Mumbai Dated : July 27, 2012

---

Mar 31, 2011

Dear Members,

The Directors have the pleasure in presenting their 26th Report together with the Audited Accounts for the year ended 31st March, 2011.

Financial Performance:

2010-11 2009-10 Rs. Rs.

Total Income 5998970 10798715

Profit Before Depreciation and Tax 793420 5270101

Less: Deprecation (477240) (366517)

Less: Provision for Tax and F.B.T. Incl. Deferred Tax Liability (61836) (636821)

Net Profit after Tax 254344 4266763

Less :Short Provision for Tax 11780 2355

Balance Brought Forward 43849088 39584680

Amount available for 44091652 43849088 Appropriation

Your Directors recommend appropriation as under

Proposed Dividend - -

Tax on Dividend - -

Transfer to General Reserve - -

Surplus Carried Forward 44091652 43849088

Total Appropriation 44091652 43849088

OVERVIEW

During the year the total Income of the Company has been Rs. 59,98,970 Lacs as compared to previous year total of Rs. 1,07,98,715 Lacs. Our company has made Profit of Rs 2,54,344 Lacs after tax. This year the turnover and profit has declined due to adverse market conditions. In view of the inadequate profit for the year under review, your Board does not recommend any dividend.

Aditya Infotech is one of the leading Search Engine Marketing companies. The management is striving to make trje Company technologically sound.

The portal www.easy2source.com caters to one of the largest readerships online. Through 2011-2012 we intend to further consolidate this position and also update ourselves in a way that keeps us in the leading position. In 2010 we had launched a portal called http://www.bollywoodchaska.com. The portal has generated good response and we are optimistic of good response from the market.

In the magazine division 'Gifts and Accessories' has continued to hold its own. It has fortified its position as the only B2B Trade Magazine in India based on Corporate Gifts and Stationary. The circulation of the magazine has increased substantially. Also, the name of the magazine is well known to most manufacturers, suppliers, and corporate sectors pan India.

Taking into consideration the current market scenario and pitfalls of the stock market scenario, the Treasury Management & Administration Division has decided to be cautious with the investments of the company. A conservative approach will be maintained. These changes shall help in sustaining the company's development.

Last year we could not give dividend because of losses. This year the profits are inadequate to declare dividend.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. Rajendra Lokare and Mr. Premnath Mishra, Directors of the Company retire by rotation and being eligible offer themselves for re-appointment. Directors commend their re-appointment.

DEPOSITS

The Company has not accepted any deposits and as such no amount of principal or interest was outstanding on the date of balance sheet.

AUDITORS

M/s K U Kothari & Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting of the Company. The Company has received a letter showing their willingness to act as the auditor of the Company if re-appointed by the members of the Company and have forwarded the eligibility certificate u/s 224 (1B) of the Companies Act 1956. Members are requested to consider the appointment of M/s K U Kothari & Co., Chartered Accountants at the forthcoming Annual General Meeting of the Company.

LISTING

The shares of the Company are listed on the Bombay Stock Exchange Limited. The Company is regular in complying with the provisions of the Listing Agreement entered into with the Stock Exchange.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The particulars prescribed under clause (e) of sub-Section (1) of Section 217 of the Companies Act, 1956, read with the companies (Disclosure of particulars in Report of Board of Directors) Rule, 1988 are as follows:

Conservation of Energy

The company is not a manufacturing company and hence the details in respect of the above are not applicable. Research and Development

The company has not undertaken any Research and Development activity in any specific area during the year under review, and hence no cost has been incurred towards same.

Technology Absorption Nil

Foreign Exchange Earning Rs. 6,87,109

Foreign Exchange Outgo Rs. 3,40,489

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 217 (2AA) of the Companies Act, 1956, Directors confirm that:-

a) in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

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

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in the accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis.

EMPLOYEES

During the year the company has not employed any person, which required disclosure under section 217 (2A) of the Companies Act, 1956 to be read with the Companies Particulars of Employees Rules, 1975, as amended.

ACKNOWLEDGEMENT

Your Directors hereby place on record their appreciation and co-operation and support received from all the customers, vendors, banks and share transfer agent and thank them for their valuable contribution in the growth of the company.

Your directors thank all the shareholders of the company for their continued support.

Your directors also thank all the government agencies, The Software Technology Parks of India, Bombay Stock Exchange Limited, SEBI, The Registrar of Companies, Mumbai for their support during the year and look forward to their continued support in future.

For and on behalf of the Board of Directors

Minesh Modi Rupa Modi WholeTime Director Executive Director

Mumbai Dated: August 31, 2011

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Mar 31, 2003

The Directors have the pleasure in presenting their 18th Annual Report together with the Audited Accounts for the year ended 31st March, 2003.

Financial Performance: Previous Year

Rs. Rs.

Total Income 42,18,486 12,05,708

Profit Before Tax 34,64,205 11,70,529

Provision for Tax 6,25,000 3,00,000

Provision for Taxation for Earlier Years — 42,636

Net Profit after Tax 28,39,205 8,27,893

Balance Brought Forward 4,95,401 (3,32,492)

Amount available for Appropriation 33,34,606 4,95,401 Your Directors recommend appropriation as under

Proposed Dividend 14,83,500 —

Tax on Dividend 1,90,185 —

Transfer to General Reserve 2,50,000 —

Surplus Carried Forward 14,10,921 4,95,401

Total Appropriation 33,34,606 4,95,401

Dividend

Your Directors have recommended a dividend of Rs. 1.50 per equity share. The dividend will be paid upon approval by the members in the ensuing Annual General meeting, to the registered member as on the book closure date.

Increase in Capital

During the year, the paid-up share capital of the Company increased from Rs. 49,45,000 divided into 4,94,500 equity shares of Rs. 10/- each to Rs. 98,90,000 divided into 9,89,000 equity shares of Rs. 10/- each consequent to Right Issue of the Company.

Overview

During this year the company has forayed into offering business solutions related to the Internet and has commenced operations to provide complete web based solutions ranging from Domain Name registration to software for Internet & dynamic content. The company has also sucessfully launched Search Engine Optimisation concept, specially developed for web promotion.

The company has also developed www.easy2source.com, the only trade portal on Indian products. The portal is designed to offer extensive information on Indian products and its suppliers.

Further, a 100% export oriented unit has been set up during November 2002 to cater to the International demand for web solutions.

Conservation of Energy, Technology Absorption and Foreign Exchange

The particulars prescribed under clause (e) of sub-Section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of Board of Directors) Rule, 1988 are as follows:

Conservation of Energy

The company is not a manufacturing company and hence the details in respect of the above are not applicable.

Research and Development

The company has not undertaken any Research and Development activity in any specific area during the year under review, and hence no cost has been incurred towards same.

Technology Absorption : Nil

Foreign Exchange Earning : Rs. 17,12,732/-

Foreign Exchange Outgo : Rs. 14,730/-

Directors Responsibility Statement

Pursuant to the provisions under Section 217 (2AA) of the Companies Act, 1956, Directors confirm that:-

a. in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

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

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in the accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

Directors

Mr. Navnit Patel, a director of the company will retire by rotation at the ensuing General Meeting and is eligible for reappointment.

Auditors

M/s Mahadev Desai Associates, Chartered Accountants, Mumbai, retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.



For and on behalf of the Board of Directors

Minesh Modi Chairman

Mumbai Dated : 30th June, 2003