Directors Report of Repono Ltd.

Mar 31, 2024

Your directors have pleasure in presenting their 8^th Annua! Report on the business and operations of the
Company and the accounts for the Financial Year ended March 31^st, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY

The Company''s financial performance, for the year ended March 31^st, 2024:

Amount (in INR Thousands)

PARTICULARS	Current FY 2023-24 Standalone	Previous FY 2022-23 Standalone
Total income	3,41,406.76	1,30,218.14
Total Expenditure	2,84,203.23	1,21,783.60
Profit/( Loss) before Tax	57,203.53	8,434.53
Tax Expenses
Less: Current Tax	16,510.86	2,019.64
Less: Deferred Tax	350.52	173.34
Profit / (Loss) For The Year	40,342.15	6,241.55

2. THE STATE OF THE COMPANY''S AFFAIRS/THE CHANGE IN THE NATURE OF BUSINESS, IF ANY AFFECTING
THE FINANCIAL POSITION OF THE COMPANY.

Repono Private Limited (hereinafter referred as “the Company") is a Private Limited Company incorporated
under the provisions of the Companies Act, 2013 ("the Act") on 06/02/2017. The Company has its registered
office at Office No. 3061, 3rd floor, S-Wing, Plot No. 03, Akshar Business Park, Sector-25, Turbhe, Navi
Mumbai, Thane, Maharashtra, India, 400703. The Company is engaged in the business of providing and
facilitating Operations & Maintenance Services, consultancy Services, Design and Engineering Services,
Transportation Services and specialized warehousing services for varied industries across India, Majorly
Petrochemicals, Oil & Gas, Lube Oil, and Speciality Chemical Industry.

During the financial year 31^st March 2024, there has not been any change in the nature of the business
activities of the Company.

The Highlights of the Company''s performance is as under:

• Revenue from operations and other income is INR 3,41,406.76 Thousand.

• Net profit / (loss) (Excluding Other Comprehensive Income) for the financial year 31^st March, 2024 is

INR 57,203.53 Thousand. ^

3. TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves for the Financial Year ended March 31, 2024

4. CAPITAL & DEBT STRUCTURE
Authorised Share Capital

During the year under review, there was no change in the authorized share capita! of the Company.

Paid-up Share Capital

During the year under review, there was no change in the paid-up share capital of the Company.

Disclosure on purchase by company orgiving of loans by it for purchase of its shares

Pursuant to Section 67 of Companies Act 2013, your Directors declare that Company has neither bought back

any of its shares nor has given loan to employees to enable them to purchase shares of the company.

5. INVESTMENTS

Sale of Investments (Transfer of Shares)

During the year, the Company had recorded following investments sales (share transfers).

s. No.	Name of Company in which Amount Invested	Name of Transferee	No. of Shares	Type of Shares	Date of Transfer
	Associates Company
1	Enerjaa Infra Pvt. Ltd.	Mr. Sankalpa Bhattacharjee	2,500	Equity	25/03/2024
2	Enerjaa Infra Pvt. Ltd.	Mr. Dibyendu Deepak	2,500	Equity	25/03/2024
	Subsidiary Company
1	Repono Greens Pvt. Ltd.	Mr. Sankalpa Bhattacharjee	4,999	Equity	25/03/2024
2	Repono Greens Pvt. Ltd.	Mr. Dibyendu Deepak	5,000	Equity	25/03/2024

6. WEB LINK OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 of Companies Act, 2013 read with Rule
12 of Companies (Management and Administration) Rules, 2014 as amended requires every company to
place the Annual Return on the website. The Company is having website i.e. www.reponowarehousing.com
and annual return of Company has been published on such website.

7. DIVIDEND

Your Directors have not recommended dividend on Equity Shares for the period 1^st April, 2023 to 31^st March,
2024.

8. BOARD OF DIRECTORS

As on March 31, 2024, the Board comprises of the following:

Sr. No.	Name of the Director	DIN	Designation
1.	Mr. Sankalpa Bhattacharjee	07557348	Director
2.	Mr. Dibyendu Deepak	06484282	Director

BOARD & GENERAL MEETING

During the financial year, Board & General Meetings were convened and held as per below table and the
intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Sr. No.	Name of Director	Number of meetings entitled to attend	Number of meetings attended
1.	Mr. Sankalpa Bhattacharjee	9	9
2.	Mr. Dibyendu Deepak	9	9

Sr. No.	Type of Meeting	Date	Attendance
1.	AGM	30/09/2023	2
2.	EGM	NA •	NA

Sr. No.	Type of Meeting	Date	Attendance
1.	Board Meeting	01/04/2023	2
2.	Board Meeting	20/05/2023	2
3.	Board Meeting	23/05/2023	2
4.	Board Meeting	31/05/2023	2
5.	Board Meeting	08/09/2023	2
6.	Board Meeting	30/11/2023	2
7.	Board Meeting	15/03/2024	2
8.	Board Meeting	25/03/2024	2

AUDIT COMMITTEE

During the period under review the Company is not required to constitute Audit Committee as per section
177 the Companies Act, 2013

NOMINATION AND REMUNERATION COMMITTEE

During the period under review the Company is not required to constitute Nomination and Remuneration
Committee as per section 178 the Companies Act, 2013

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR)

During the period under review the Company is not required to constitute the CSR committee

9. STATUTORY AUDITORS

M/s. M. R. PANDEY & CO., Chartered Accountants (FRN: 127137W), were to be remained as the Statutory
Auditor of the Company till FY 2024-25 (Conclusion of Annual General Meeting to be held in the financial
year 2025-2026) as per Appointment made in AGM held in FY 2018-19.

Further after the closing of the financial year 2023-2024 M/s M. R. Pandey & Co., Chartered Accountants
(FRN: 127137W) has resigned w.e.f. 15^th April, 2024.

To fill the Casual Vacancy caused by resignation of M/s M. R. Pandey & Co., Chartered Accountants (FRN:
127137W) M/s V S Bapna & Associates Chartered Accountants (Firm Registration Number: 131079W) was
appointed as Statutory Auditors in the Extra-Ordinary General Meeting held on 20^th April, 2024 and he shall
hold office up to the conclusion of the upcoming Annual General Meeting and shall conduct the Statutory
Audit for the financial year ended on 31st March, 2024.

Further, the Board of Directors of the Company has recommended the appointments of M/s V S Bapna &
Associates, Chartered Accountants (Firm Registration Number: 131079W) as Statutory Auditors for a period
of next 5 years from conclusion of this 8^ft Annual General Meeting till the Conclusion of 13^th Annual General
Meeting to be held in the financial year 2029-30 subject to the approval of members in ensuing Annua!
General Meeting.

The Auditors have confirmed that, their appointment, if made, would be in accordance with the Section 139
of the Companies Act, 2013 and the rules made thereunder and that they are not disqualified in terms of
Section 141 of the Act.

10. BOARD''S COMMENT ON THE AUDITORS'' REPORT

The Auditors'' Report on the financial statements of the Company for the period starting from 1st April, 2023
to 31st March, 2024 does not contain any reservation, qualification, adverse remarks or disclaimer.

The Report of the Auditors on the financial statements including relevant notes on the accounts for the
Financial Year ended 31^st March 2024 are self-explanatory and therefore do not call for any further
comments.

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under consideration, the Company does not have any holding, subsidiary, joint ventures.
During the previous year the Company have one Associate Company and one Subsidiary Company therefore
Company has prepared consolidated financial statement for the financial year ended 2022-23. During the
current year, investments in these companies has been sold.

12. RISK MANAGEMENT POLICY

The Company has in place a mechanism/risk management framework to identify, assess, monitor and
mitigate various elements of risks to key business objectives. Major risks identified by the businesses and
functions, if any, are systematically addressed through mitigating actions on a continuing basis.

13. DEPOSITS

The Company has not invited/ accepted any deposits from the public during the year ended 31^st March, 2024.
There were no unclaimed or unpaid deposits as on 31^stMarch, 2024.

14. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT

Since, the Company has not accepted any deposits for the period from 1^st April, 2023 to 31^st March, 2024,
there has been no non-compliance with the requirements of the Act.

15. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption,
foreign exchange earnings and outgo etc. are furnished in Annexure I which forms part of this Report.

16. FOREIGN EXCHANGE EARNINGS AND OUTGO

The company had a total foreign exchange earnings and outgo as provided below during the year ended
31st, March 2024:

The Foreign Exchange earned in terms of actual inflows	Rs. 9,088.34 Thousand
Foreign Exchange outgo in terms of actual outflows	NIL

17. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the company
which have occurred between the end of the financial year to which the financial statements relate and the
date of this Report.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year, the Board of the Company was duly constituted. Further, none of the directors of
the Company is disqualified u/s 164(2} of the Companies Act, 2013 during the year under report.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

Pursuant to the provision of Section 186 of the Companies Act, 2013 the particulars of loans, guarantees and
investment, have been disclosed in the financial statements.

20. BORROWING FROM DIRECTORS OF THE COMPANY

During the year the Company accepted the borrowing from its directors for which the Company received
required declarations from Directors that the funds has been given out of their own funds and are not out
of funds acquired by them by borrowing or accepting loans or deposits from others.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO SUB-SECTION
(1) OF SECTION 188;

All related party transactions that were entered into during the financial year ended March 31, 2024, were
on an arm''s length basis and were in the ordinary course of business. Therefore, the provisions of Section
188 of the Companies Act, 2013 were not attracted.

There are no materially significant related party transactions during the financial year under review made by
the Company with Promoters, Directors, or other designated persons which may have a potential conflict
with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

However, the disclosure of transactions with related parties for the financial year, as per Accounting
Standard -18 Related Party Disclosures is given in Note No. 36 to the Balance Sheet as on March 31, 2024.

22. STATEMENT OF DISCLOSURE OF REMUNERATION UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND
RULE 5(2} OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)
RULES, 2014

In compliance with the requirements of Section 197 of the Companies Act, 2013 and Rule 5(2) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, presently there are no
employees in the Company drawing salary above prescribed limits.

23. INTERNAL FINANCIAL CONTROLS

The management believes that the various processes relating to internal financial control with reference to
financial statements are adequate.

24. COST RECORDS

The Company is not required to maintain cost records as per sub-section (1) of Section 148 of the Companies
Act, 2013.

25. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE.

During the year under review, no significant and material orders has been passed by any regulators or courts
or tribunals impacting the going concern status and Company''s operations in future.

26. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR

Not Applicable

27. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report
to the Board under Section 143(12) of the Act and Rules framed thereunder.

28. VIGIL MECHANISM

During the period under review Rule-7 of The Companies (Meetings of Board & its Powers) Rules, 2014 is
not applicable on the Company.

29. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS (SS) ISSUED BY THE INSTITUTE OF COMPANY
SECRETARIES OF INDIA

The Company has complied with the applicable Secretarial Standards as required under Section 118(10) of
the Companies Act, 2013.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company has a policy for prevention of sexual harassment of women at workplace and also complied
with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company for equal employment opportunity provides and is committed to creating a healthy working
environment that enables employees to work without fear of prejudice, gender bias and sexual harassment.
The Company also believes that all employees of the Company have the right to be treated with dignity.
Sexual harassment at the work place or other than work place, if involving employ ees, is a grave offence and
is, therefore, punishable.

No complaint received in relation to Sexual Harassment of Women at Workplace (Prevention, Protection,
and Redressal) Act, 2013. During the year under review and their breakup is as under:

a) No. of Complaints filed during the year ended 31.03.2024: NIL

b) No. of Complaints disposed of during the financial year: NIL

c) No. of Complaints pending as on 31.03.2024: NIL

31. INTERNAL AUDITOR

Your Company is not required to appoint an Internal Auditor as per Section 138 of the Companies, Act.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the period under review the Company is not covered under the criteria of Corporate Social
Responsibility pursuant to the provision of section 135 of the Companies Act, 2013.

33. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY

The provisions of section 149(4) read with Rule 4 of the Companies (Appointment and Qualification of Directors)
Rules, 2014 of the Act for having an Independent Director on the Board of Directors does not apply to the
Company. Consequently, the requirement under section 134{3)(d) of the Act with respect to furnishing a
statement on declaration given by Independent Director(s) does not apply to the Company.

34. STATEMENT INDICATING THE MANNER IN WHICH FORMAL EVALUATION HAS BEEN MADE BY THE BOARD
OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Not applicable.

NAVI

35. SECRETARIAL AUDIT

During the period under review, Secretarial Audit pursuant to the provision of section 204 of the Companies
Act, 2013 is not applicable on the Company.

36. DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, shall state that—

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

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

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

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

37. ACKNOWLEDGEMENTS

Your directors would like to express their thanks for the co-operation, assistance, support and guidance
extended by the Bankers, Central and State Government, Local Authorities and other regulatory authorities.
The Board places on record its appreciation for the valuable patronage, cooperation and goodwill received by
it from clients, business associates and our most valued shareholders.

The Directors also place on record their sincere appreciation to all employees of the Company for their hard
work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the
Company to remain at the forefront of the industry.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF
REPONO PRIVATE LIMITED

SANKLAPA BHATTACHARJEE DIBYENDU DEEPAK

DIRECTOR DIRECTOR

DIN: 07557348 DIN: 06484282

DATE: 24.06.2024

PLACE: Navi Mumbai