Directors Report of JLA Infraville Shoppers Ltd.

Mar 31, 2024

Your Board of Directors is pleased to present the 11^th Annual Report of your Company
along with the Audited Financial Statements for the Financial Year ended on 31^st
March, 2024. The company has made appropriate disclosures in this Board report with
the objective of accountability and transparency in the working of the Company and to
make you aware about the working and future perspective of the Company.

1. FINANCIAL SUMMARY OR HIGHLIGHTS

The financial performance of the Company for the year ended March 31, 2024 on a
Standalone basis is summarized below:

RESULTS OF OUR OPERATIONS (STANDALONE)

(In Lakhs)

PARTICULARS	March 31st, 2024	March 31st, 2023
Net Sales/Income from operations	0.06	1.74
Other Operating Incomes:
(a) Other Incomes	35.70	42.77
Total Revenue	35.76	44.50
Total Expenses	20.41	21.92
Net Profit Before Taxation	15.35	22.58
Tax Expenses & DTA	4.22	2.88
Profit For The Period	11.13	19.69
Earnings Per Share:
Basic	0.00	0.00
Diluted	0.00	0.00

a) TOTAL INCOME: Your Company''s Total Income during the year under review
was Rs. 35.76 lakhs as compared to Rs. 44.50 lakhs in the previous year.

b) PROFITS: Profit Before Tax for the year 2023-24 was Rs. 15.35 lakhs as against Rs.
22.58 lakhs in the previous year. Profit after Tax for the year 2023-24 stood at Rs. 11.13
lakhs as against Rs. 19.69 lakhs in the previous year.

2. INFORMATION ON STATUS OF AFFAIRS OF THE COMPANY

Information on the operational, financial performance, etc. of the Company is given in
the Management Discussion and Analysis Report, which is annexed hereto. Primarily
company operates in e-commerce sector and provides retail services.

3. TRANSFER TO RESERVES:

During the year, an amount equal to Rs. 40.63 (in ''00000'') was transferred to Reserve
and Surplus Account.

4. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the financial
year 2023-24.

5. DIVIDEND

In order to conserve the resources, your directors have decided not to recommend
dividend on the share capital for the financial year 2023-24.

6. FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY
REGULATORS OR COURTS OR TRIBUNALS

During the year under review there were no significant and material orders passed by
any Regulators or Court or Tribunals which may have impact on the going concern
status. No order has been passed by any Regulators or Court or Tribunals which may
have impact on the Company''s operation in future.

8. CHANGE IN DIRECTORS OR KEY MANAGERIAL PERSONNEL:

Appointment of Director and Key Managerial Personnel

• Ms. Suneeta Devi was appointed as an Executive Director of the company w.e.f.

10.05.2024

• Ms. Suneeta Devi was appointed as Chief Financial Officer of the company w.e.f.

10.05.2024

• Mr. Kushal Maheshwari was appointed as the Company Secretary of the
company w.e.f. 10.05.2024

• Mr. Nand Kishore Srivastava was appointed as Managing Director of the
company w.e.f. 15.05.2024

Cessation of Director and Key Managerial Personnel

• Mr. Chaitanya Puri resigned from the post of the Company Secretary of the
Company with effect from 30.04.2024

• Ms. Nikita Shrivastava resigned from the post of Executive Director and Chief
Financial Officer of the Company with effect from 10.05.2024

• Ms. Meena Agarwal resigned from the post of the Managing Director of the
Company with effect from 15.05.2024

9. DISCLOSURE REGARDING THE RE-APPOINTMENT OF DIRECTOR

In terms of relevant provisions of the Act, as amended, Mr. Atul Agarwal (DIN:
09279372) is liable to retire by rotation at the ensuing AGM and being eligible, seeks re¬
appointment.

The detailed profile of Mr. Atul Agarwal and particulars of his experience, skills or
attributes that qualify him for Board Membership is provided in the Notice convening
the AGM. The Board recommends the above re-appointment for approval of the
Shareholders at the ensuing AGM.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and compliance systems
established and maintained by the Company, the work performed by the Internal
Auditors, Statutory Auditors and Secretarial Auditors, including the Audit of Internal
Financial Controls over financial reporting by the Statutory Auditors and the reviews
performed by Management and the relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the Company''s internal financial controls
were adequate and effective during Financial Year 2023-24..

Pursuant to the provisions contained in Section 134 (5) of the Companies Act, 2013,
your Directors, based on the representation received from the Operating Management
and after due enquiry, confirm that :

a. In the preparation of the annual accounts for the financial year ended on 31^st
March, 2024, the applicable Accounting Standards have been followed and there
are no material departures from the same;

b. The selected accounting policies were applied consistently and the Directors
made judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at 31^st March, 2024
and of the profit of the Company for that period;

c. Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013
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 Internal financial controls have been laid by the Company and such financial
controls are adequate and were operating effectively;

f. Proper systems had been devised in compliance with the provision of the all
applicable laws and such systems were adequate and operating effectively.

11. MAINTENANCE OF COST RECORDS

The provisions relating to maintenance of cost records as specified by the Central
Government under subsection (1) of section 148 of the Companies Act, 2013, are not
applicable to the Company and accordingly such accounts and records are not required
to be maintained.

12. INSOLVENCY AND BANKRUPTCY CODE

There is no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year.

13. FRAUD REPORTED BY AUDITORS

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

14. DETAILS OF DIFFERENCE BETWEEN THE AMOUNTS 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 REASON THEREOF

During the year under review, there has been no one time settlement of Loans taken
from Banks and Financial Institution.

15. RISK MANAGEMENT POLICY

The Board recognizes that effective risk management is integral to achieving our
strategic objectives and delivering long-term value to our shareholders, customers,
employees, and other stakeholders. Our risk management approach is designed to
identify potential threats, evaluate their potential impact, and implement appropriate
measures to mitigate and manage these risks. We employ a systematic process to
identify and assess risks across all aspects of our operations, including strategic,
operational, financial, and compliance-related areas.

16. CORPORATE GOVERNANCE

Corporate governance refers to the system of rules, practices, processes, and structures
by which a company is directed, controlled, and managed. It involves the relationships
among various stakeholders, such as shareholders, management, customers, suppliers,
financiers, government, and the community. The primary goal of corporate governance
is to ensure that the company operates in a transparent, ethical, and accountable manner
while safeguarding the interests of all stakeholders.

The Company recognizes that strong corporate governance is vital to our long-term
success and the creation of sustainable value for our shareholders and stakeholders.

Nonetheless pursuant to Regulation 15 (1) and (2) of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, the compliance with the corporate
governance provisions as specified in regulations 17, [17A,] 18, 19, 20, 21,22, 23, 24, [24A,]
25, 26, 27 and clauses (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 and para C ,
D and E of Schedule V are not applicable on the company listed its specified securities on
the SME Exchange.

As the company is listed on SME platform therefore, we are not required to attach the
report on Corporate Governance together with the Practicing Company Secretaries''
Certificate on compliance in this regard and Managing Director''s declaration regarding
compliance of Code of Conduct by Board Members and Senior Management Personnel.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required is annexed and forms part of
the Directors'' Report.

18. AUDITORS

I. STATUTORY AUDITORS AND HIS REPORT

M/s Kamal Gupta Associates, Chartered Accountants, Kanpur (lCAI Firm
Registration No.: 000752C),) were appointed as Statutory auditors of the company for
a period of 5 years i.e., from 01.04.2023 to 31.03.2028 on the terms and conditions as
may be mutually agreed by the board and the auditors in the previous Annual
General Meeting.

M/s Kamal Gupta Associates conducted the statutory audit of the Company for the
financial year 2023-2024. The Auditors have not expressed any qualified opinion in
the Auditors Report.

The Notes on financial statements referred to in the Auditor''s Report are self¬
explanatory and do not call for any further comments. The Auditor''s Report does not
contain any qualification, reservation, adverse remark or disclaimer.

II. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Company has appointed M/s V. Agnihotri and Associates (Company Secretaries),
to undertake the Secretarial Audit of the Company for the FY 2023-2024 and
accordingly they conducted the secretarial audit. The Report of the Secretarial Audit
Report is annexed herewith.

III. INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act, 2013 and Companies (Accounts) Rules,
2014 the Company had appointed Mr. Neeraj Agarwal (M/s Neeraj & Associates),
Chartered accountants as the Internal Auditor of the Company for the FY 2023-2024
and accordingly they conducted the Internal Audit.

On the other hand, Mr. Kushal Maheshwari, Company Secretary of the Company was
appointed as an Internal Auditor of the Company for the FY 2024-25.

19. DETAILS OF THE STOCK EXCHANGES WHERE THE SHARES ARE LISTED

The Company''s Equity Shares are presently listed at: Bombay Stock Exchange Ltd.
(BSE), SME Platform

The Company has paid Annual Listing Fee of the concerned Stock Exchange.

20. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL
STATEMENTS

There is no subsidiary company of the Company and therefore not required to prepare
consolidated financial statements.

21. NUMBER OF MEETINGS OF THE BOARD

There were FIVE meetings of the Board of Directors held during the financial year 2023¬
24.

Sl.	DATE	BOARD STRENGTH	NO. OF DIRECTORS
No.			PRESENT
1.	May 29, 2023	5	5
2.	August 22, 2023	5	5
3.	November 09, 2023	5	5
4.	December 26, 2023	5	5
5.	February 23, 2024	5	5

NAME OF DIRECTORS	NO. OF BOARD MEETINGS ATTENDED	ATTENDANCE OF LAST AGM FY 2022-23 (Yes/ No)
ATUL AGARWAL	5	YES
MANISH CHANDRA	5	YES
PRATAP CHAKRAVARTHY	5	YES
NIKITA SHRIVASTAVA	5	NO
MEENA AGARWAL	5	YES
*SUNEETA DEVI	0	NO
*NAND KISHORE SRIVASTAVA	0	NO

*Note: On 10.05.2024 Ms. Suneeta Devi had joined the Company as the Chief Financial
Officer cum Director and on 15.05.2024 Mr. Nand Kishore Srivastava had joined the
Company as the Managing Director.

22. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
UNDER SECTION 149(6) OF COMPANIES ACT, 2013

Pursuant to the provisions of Section 149 of the Companies Act, 2013 each
independent director of the Company has submitted their declaration that each of
them meet the criteria of independence as provided under Section 149(6) of the Act
along with rules framed there under.

23. CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR
MANAGEMENT OF THE COMPANY

In accordance with the requirement of Corporate Governance the Board of Directors
of the Company has formulated a code of conduct for Directors and Senior
Management of the Company, the Compliance of which have been affirmed by all
Board Members and Senior Management of the Company. However, the declaration
to this effect signed by CEO, i.e. Managing Director requirement pursuant to
Regulation 15 (1) and (2) of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 is exempted.

24. CODE FOR PREVENTION OF INSIDER TRADING

In accordance with the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulation, 2015, the Board of Directors of the Company has formulated the
Code of Conduct for Prevention of Insider Trading in the shares of the Company by
its Directors and Employees.

25. ETHICS/GOVERNANCE POLICIES

The Company strives to conduct business and strengthen the relationship with
stakeholders in a manner that is dignified, distinctive and responsible. We adhere to
ethical standards to ensure integrity, transparency, independence and accountability
in dealing with all the stakeholders. Therefore, we have adopted various codes and
policies to carry out our duties in an ethical manner. Some of these codes and policies
are:-

• Code of Conduct

• Policy for preservation of documents

• Code of Internal Procedures and Conduct for Regulating, Monitoring and
Reporting of Trading in Securities by Designated Persons

• Vigil Mechanism and Whistle-blower policy

• Policy for selection of Directors and determining Director''s independence

• Remuneration policy for Directors, Key Managerial Personnel and other
employees

• Policy on Materiality of Related Party Transactions and on dealing with Related
Party Transactions

• Code of Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information

• Policy on Determination and Disclosure of Materiality of Events and Information
and the Web Archival Policy.

26. SECRETARIAL STANDARDS

The Company is in compliance with all the applicable and notified Secretarial
Standards issued by the Institute of Company Secretaries of India.

27. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION AND
OTHER DETAILS

(a) Procedure for Nomination and Appointment of Directors

The Nomination and Remuneration Committee (NRC) has been mandated to oversee
and develop competency requirements for the Board based on the industry
requirements and business strategy of the Company. The NRC reviews and evaluates
the profiles of potential candidates for appointment of Directors and meets them prior
to making recommendations of their nomination to the Board. Specific requirements
for the position including expert knowledge are communicated to the appointee.

On the recommendation of the NRC, the Board has adopted and framed a
Remuneration Policy for the Directors, Key Managerial Personnel and other
employees pursuant to the applicable provisions of the Act and the Listing
Regulations. The remuneration determined for Executive / Independent Directors is
subject to the recommendation of the NRC and approval of the Board of Directors.

The Non-Executive Directors are compensated by way of profit-sharing commission
and the criteria being their attendance and contribution at the Board / Committee
Meetings. The Executive Directors are not paid sitting fees; however, the Non¬
Executive Directors are entitled to sitting fees for attending the Board / Committee
Meetings.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and
all other employees are in accordance with the Remuneration Policy of the Company.
The Company''s Policy on Directors'' Appointment and Remuneration and other
matters provided in Section 178(3) of the Act and Regulation 19 of the Listing
Regulations have been disclosed in the Corporate Governance Report, which forms
part of the Annual Report.

(b) Familiarization / Orientation program for Independent Directors

The Independent Directors attend a Familiarization /Orientation Program on being
inducted into the Board. Further, various other programmes are conducted for the
benefit of Independent Directors to provide periodical updates on regulatory front,
industry developments and any other significant matters of importance. The details of
Familiarization Program are also available on the Company''s Website. The Company
issues a formal letter of appointment to the Independent Directors, outlining their
role, function, duties and responsibilities, the format of which is available on the
Company''s Website at www.jlainfraville.com.

28. COMPOSITION OF AUDIT COMMITTEE

Pursuant to Section 177 of The Companies Act, 2013 and Regulation 18 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2018 every listed
company is required to constitute an Audit Committee. The audit committee is one of
the major operating committees of a company''s board of directors that is in charge of
overseeing financial reporting and disclosure. The audit committee''s role includes the
oversight of financial reporting, the monitoring of accounting policies, and oversight
of any external auditors, regulatory compliance and the discussion of risk
management policies with management. The Audit Committee of the Company
works in close relation with the Board of Directors and performs its function of
oversight of financial reporting and related internal controls in an effective manner.

The composition of Audit Committee as on 31st March, 2024 is as under:

Composition of Audit Committee as on 31st March, 2024
Name of the Director(s)	Mr. Pratap Chakravarthy (DIN 09638870)	Mr. Manish Chandra (DIN 08985816)	Mrs. Meena Agarwal (DIN 02649280)
Designation	Chairman	Member	Member
Category	Independent Director	Independent Director	Executive Director

There were 4 meetings held during the year i.e. on 29.05.2023, 14.08.2023, 09.11.2023 and
12.01.2024.

Mrs. Meena Agarwal resigned from the Company as Director w.e.f 15.05.2024 and the
committee has been reconstituted by appointing Mr. Nand Kishore Srivastava bearing
DIN: 10621357 in her place.

29. COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of The Companies Act, 2013 and Regulation 19 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2018 every listed company is
required to constitute Nomination and Remuneration Committee who shall be
responsible for formulating the criteria to determine the qualifications, qualities, skills,
positive attributes, independence and other expertise required to be a Director of the
Company and to develop, and recommend to the Board for its approval, criteria to be
considered in selecting director(s) to identify, screen and review candidates qualified to
be appointed as executive directors, non-executive directors and independent directors,
consistent with Director Criteria (including evaluation of incumbent Directors for
potential re-nomination) and making recommendations to the Board on candidates for:

(i) nomination for election or re-election by the shareholders; and

(ii) any Board vacancies that are to be filled by the Board and other alike functions.

Though the above regulation is not applicable over the company but by virtue of the
applicability of section 178(1) of the Companies Act, 2013, the Nomination and
Remuneration Committee.

The composition of Nomination & Remuneration Committee as on 31st March, 2024 is
as under:

Composition of Nomination and Remuneration Committee as on 31st March,
2024
Name of the Director(s)	Mr. Pratap Chakravarthy	Mr. Manish Chandra	Mr. Atul Agarwal
	(DIN: 09638870)	(DIN 08985816)	(DIN: 09279372)
Designation	Chairman	Member	Member
Category	Independent Director	Independent Director	Non-Executive Non¬ Independent Director

There was 1 meeting held during the year i.e. on 12.01.2024.

Mrs. Meena Agarwal resigned from the Company as Director w.e.f 15.05.2024 and the
committee has been reconstituted by appointing Mr. Atul Agarwal DIN: 09279372 in her
place.

30. COMPOSITION OF STAKEHOLDERS COMMITTEE

Pursuant to Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2018 every listed company is required to constitute Stakeholders
Relationship Committee which is responsible for resolving the grievances of security
holders of the company. For listed companies the rights of stakeholders play a very
important role in the Corporate Governance of the Company. Though the Company is
not required to constitute the same under the prescribed regulation still as a matter of
good corporate governance it has constituted the same to look into the various aspects of
interest comprising of shareholders, debenture holders etc.

The composition of Stakeholders Committee as on 31st March, 2024 is as under:

Composition of Stakeholders Committee as on 31st March, 2024
Name of the Director(s)	Mrs. Meena Agarwal	Mr. Pratap Charavarthy	Mr. Atul Agarwal
	(DIN: 02649280)	(DIN 09638870)	(DIN: 09279372)
Designation	Chairman	Member	Member
Category	Executive Director	Independent Director	Non-Executive N on-Independent Director

There was only 1 meeting held during the year on 01.02.2024.

Mrs. Meena Agarwal resigned from the Company as Director w.e.f 15.05.2024 and the
committee has been reconstituted by appointing Mr. Nand Kishore Srivastava DIN:
10621357 in her place.

31. DISCLOSURE IN RELATION TO THE VIGIL MECHANISM

A vigil mechanism, often referred to as a "Whistle blower Policy” is an important
component of corporate governance that allows employees, stakeholders, and others to
report concerns about unethical behaviour, fraud, misconduct, or other violations within
the organization. We are committed to maintaining the highest standards of ethical
conduct, integrity, and accountability in all our business operations. As part of our
strong corporate governance framework, we have established a robust Vigil Mechanism,
commonly known as the Whistle blower Policy. The Policy provides for adequate
safeguards against victimization of employees, who avail of the mechanism and
provides to employees'' direct access to the Chairman of the Audit Committee. It is
affirmed that no personnel of the Company have been denied access to the Audit
Committee.

32. MEETING OF INDEPENDENT DIRECTORS

The Company''s Independent Directors met once during the financial year 2023-2024 held
on February 23, 2024 without the presence of the Executives. The meeting was conducted
to enable the Independent Directors to discuss the matters pertaining to the Company''s
affairs and put forth their views about the working of the Company and the Board along
with the Committees.

33. CORPORATE SOCIAL RESPONSIBILITY POLICY

The Company do not fall under the categories of the companies as mentioned under
section 135 of Companies Act, 2013 and rule 8 (1) of Companies (Corporate Social
Responsibility Policy) Rules, 2014, therefore no CSR policy of the Company is made as
on date.

34. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER
SECTION 186

During the year, the Company had provided unsecured Loans to the Companies to
utilize its resources lying idle. The details regarding loans, guarantees and
investments covered under the provisions of section 186 of the Companies Act, 2013

are detailed in the financial statements and the company has duly complied with the
provision of this section.

35. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES IN THE ANNEXUED FORM AOC-2.

There are no such transactions entered by the company during the current year under
review. Form AOC-2 attached with this Report as Annexure I.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS

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

37. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an independent Internal Control System, commensurate with the
size, scale and complexity of its operations. The Audit Committee of the Company has
been delegated power to review the internal control systems and its adequacy.

The Audit Committee monitors and evaluates the efficacy and adequacy of internal
control system in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company and its branches.

38. DISCLOSURES PURSUANT TO SECTION 197 (12) AND RULE 5 OF
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014

The Company has given remuneration according to the remuneration policy
formulated by the Company.

1) The ratio of remuneration of each director to the median employees
remuneration of the company for the FY 2023-2024

SL. NO.	NAME	DESIGNATION	SALARY	MEDIAN EMPLOYEE SALARY	RATIO
1	Meena Agarwal	Managing Director	600000	168000	3.571:1
2	Nikita Srivastava	Director/ CFO	168000	168000	1:1
3	Chaitanya Puri	Company Secretary	180000	168000	0.9333:1

2) The percentage increase in remuneration of each Director, Chief Financial
Officer, Chief Executive Officer, Company Secretary or Manager, in the
Financial Year 2023-2024

SL. NO.	NAME	DESIGNATION	REMUNERAT ION PAID IN FY 2022-23	REMUNERAT ION PAID IN FY 2023-24	CHANGE
1.	Meena Agarwal	Managing Director	600000	600000	No Change
2.	Manish Chandra	Independent Director	0	0	0
3.	Pratap Chakravart hy	Independent Director	0	0	0
4.	Nikita Shrivastava	CFO	168000	168000	No change
5.	Chaitanya Puri	Company Secretary	180000	180000	No change

3) THE PERCENTAGE INCREASE IN THE MEDIAN REMUNERATION
OF EMPLOYEES IN THE FINANCIAL YEAR

The details of percentage increase in the median remuneration of employees in the
Financial Year are as follows:-

Median (Common employees between Apr-23 & Mar-24)
Remuneration of	Remuneration of	Increase Percentage
March-23	March-24
(Total earning	(Total earning
Employer PF)	Employer PF)
180000	168000	NA -

4) NO. OF EMPLOYEES ON PAY ROLL IN THE COMPANY

There are a total of 3 employees on Pay Roll of the Company out of which 2 are Key
Managerial Personnel.

* The Managing Director''s remuneration is not considered while ascertaining the
median in the above circumstance.

5) AFFIRMATION

The Management hereby confirms that the remuneration has been paid as per the
Remuneration Policy of the Company.

39. SHAREHOLDER''S MEETINGS
(a) Details of last three AGMs held:

Year	Date	Venue	Time
2022-23 (b) B u	23.09.2023	No. 2363, First Floor, 24th Main, 1st Sector, HSR Layout Bangalore 560102	03:00 P.M.
2021-22 i n	28.09.2022	No. 2363, First Floor, 24th Main, 1st Sector, HSR Layout Bangalore 560102	04:00 P.M.
2020-21 s s	29.09.2021	Through video conferencing/ other audio visual means	03:30 P.M.

(b)Business:

Year	Special Resolution passed for:
2022-23	NA
2021-22	1. To consider and approve reclassification of promoters
2020-21	1. Appointment of Ms. Meena Agarwal as a Managing Director on the Board 2. To approve remuneration payable to Ms. Meena Agarwal 3. To consider and approve transaction under Section 186 of The Companies Act, 2013

40. WEBLINK OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 link of Annual Returns are
available for the shareholders at www.jlainfraville.com.

41. DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE.

Directors of the Company are not related to each other in accordance with section 2
(77) of the Companies Act, 2013 and Rule 4 of the Companies (Specification of
Definitions Details) Rules, 2014.

42. DISCLOSURE UNDER SEXUAL HARRASMENT POLICY FOR WOMEN AT
WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013.

The Company has zero tolerance for sexual harassment at workplace and has adopted
stringent measures on Prevention, Prohibition and Redressal of Sexual Harassment at
the Workplace. The measures aim to provide protection to employees at the
workplace and prevent and redress complaints of sexual harassment and for matters
connected or incidental thereto, with the objective of providing a safe working
environment, where employees feel secure.

During the year there were no complaint received from any employee regarding the
said issue.

43. DISCLOSURE ON NO. OF SHARES AND CONVERTIBLE DEBENTURES
HELD BY NON-EXECUTIVE DIRECTORS

No Equity share is held by the Non- Executive Director of the Company as on 31st
March, 2024.

No Convertible Debentures has been issued by the Company as on 31st March, 2024.

44. DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 134 (3) (1)
OF THE COMPANIES ACT, 2013

No material changes and commitments have taken place during the financial year
ended on March 31, 2024 to which the balance sheet relates and the date of report
which affects the financial position of the Company.

45. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNING AND OUTGO

Particulars relating to the conservation of energy, technology absorption given as
Companies (Disclosure of particulars in report of Board of Directors) Rules, 1988 are
not applicable to the Company due to the nature of the Company''s business operations,
being an Online Shopping Company.

There has been no Foreign Exchange outgo during the period under review.

46. INDUSTRY RELATIONS

Industrial relations are of paramount importance in every organization and
maintaining them with ease and poise is a very difficult task. Our Company gives equal
importance to maintain industrial relations and keeping them at par with other
stakeholder relationships. During the period under review, the relation between
employee and Management remained cordial.

47. BOARD EVALUATION

Pursuant to the applicable provisions of the Companies Act, 2013 and Provision of SEBI
(LODR) Regulations, 2015, the Board has carried out an Annual Evaluation of its own
performance, performance of the Directors and the working of its Committees, based
on the evaluation criteria defined by Nomination and Remuneration Committee (NRC)
for performance evaluation process of the Board, its Committees and Directors.

The performance of the Board was evaluated by the Board after seeking inputs from all
the directors on the basis of criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs
from the Committee members on the basis of criteria such as the composition of
committees, effectiveness of Committee meetings, etc.

The performance assessment of Non-Independent Directors, Board as a whole and the
Chairman were evaluated at separate meetings of Independent Directors. The same
was also discussed in the meetings of NRC and the Board. Performance evaluation of
Independent Directors was done by the entire Board, excluding the Independent
Director being evaluated.

48. STATUTORY COMPLIANCE

The Company has in place adequate systems and processes to ensure that it is in
compliance with all applicable laws. The Company Secretary (Corporate &
Compliance) is responsible for implementing the systems and processes for monitoring
compliance with the applicable laws and for ensuring that the systems and processes
are operating effectively. The Chief Financial Officer and Managing Director, places
before the Board, at each meeting, a certificate of compliance with the applicable laws.
The Company Secretary (Corporate & Compliance) also confirms compliance with
Company law, SEBI Regulations and other corporate laws applicable to the Company.

49. APPRECIATION

Your Directors wish to express their grateful appreciation for the valuable support and
co-operation received from sub-brokers, business associates, vendors, bankers, financial
institutions, investors, stakeholders, registrar and share transfer agent, other business
affiliates and media .

The Board places on record its sincere appreciation towards the Company''s valued
customers for the support and confidence reposed by them in the organization and the
stakeholders for their continued co-operation and support to the company and looks
forward to the continuance of this supportive relationship in future.

Your Directors also place on record their deep sense of appreciation for the devoted
services of the employees during the year under review.

For and on Behalf of the Board

JLA INFRAVILEE SHOPPERS LIMITED

Sd/- Sd/-

Nand Kishore Srivastava Atul Agarwal

Place: Bengaluru Managing Director Director (DIN: 09279372)

Date: 22.08.2024 (DIN: 10621357 )

---

Mar 31, 2015

Dear Members,

The Board of Directors has pleasure in presenting the 2nd Annual Report of your Company along with the Audited Financial Statements for the Financial Year ended on 31st March, 2015. With the introduction of new Companies Act, 2013 the company has made appropriate disclosures in this Board report with the objective of accountability and transparency in the working of the Company and to make you aware about the working and future perspective of the Company.

1. FINANCIAL SUMMARY OR HIGHLIGHTS

RESULTS OF OUR OPERATIONS (STANDALONE)

(Rs.)

Year ended Period ended March 31st, March 31st, PARTICULARS 2015 2014

(Amount in (Amount in Rs.) Rs.)

Net Sales/Income from operations 61,94,025.00 5,35,889.00

Other Operating Incomes 0.00 0.00

Other Incomes 28,26,728.°° 3,81,061.00

Total Revenue 90,20,753.00 9,16,950.00

Total Expenses 1,19,33,476.00 6,96,616.00

Net Profit Before Taxation -29,12,723.00 2,20,334.00

DTA/Tax Expenses: 8,97,100.00 -68647.00

Profit For The Period -20,15,623.00 1,51,687.00

Surplus-Opening Balance 1,51,687.00 -

Addition during the year -20,15,623.00 1,51,687.00

APPROPRIATIONS

Amount transferred to General Reserve - -

Interim Dividend - -

Dividend - -

Total Dividend - -

Dividend Tax - -

Surplus- Closing Balance -18,64,324.00 1,51,687.00

Earnings Per Share:

Basic -0.41 0.24

Diluted -0.41 0.24

2. DETAILED REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES

There is no subsidiary of the company.

3. INFORMATION ON STATUS OF AFFAIRS OF THE COMPANY

Information on the operational, financial performance, etc. of the Company is given in the Management Discussion and Analysis Report, which is annexed to this Report and has been prepared in accordance with Clause 52 of the Listing Agreement.

4. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the financial year 2014-15.

5. DIVIDEND(S)

Your Directors have recommended no Dividend.

6. FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

7. CHANGE IN SHARE CAPITAL DURING THE FINANCIAL YEAR 2014-15

The Company has increased its Authorized Share Capital from Rs. 4, 90, 00, 0000/- to Rs. 6, 50, 00,000/- during the financial Year 2014-15.

8. DIRECTORS

Mr. Jawahar Lai Agarwal, (DIN 02648829) Director of the Company, who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

9. INITIAL PUBLIC OFFER (IPO)

As you are aware that your Company brought an issue (opening date- 16th October, 2014 closing date- 27th October, 2014) aggregating to Rs. 2 Cores comprising of 20 Lacs equity shares of Rs. 10/- each.

We are pleased to inform you that the issue closed successfully with a record subscription and the company got listed on 12th November, 2014 on SME Platform of BSE.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 134 (5) of the Companies Act, 2013, your Directors, based on the representation received from the Operating Management and after due enquiry, confirm that :

(i) In the preparation of the annual accounts for the financial year ended on 31st March, 2015, the applicable Accounting Standards have been followed and there are no material departures from the same;

(ii) The selected accounting policies were applied consistently and the Directors 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 31st March, 2015 and of the Loss of the Company for that period.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a 'going concern' basis.

(v) The Internal financial controls have been laid by the Company and such financial controls are adequate and were operating effectively.

(vi) Proper systems had been devised in compliance with the provision of the all applicable laws and such systems were adequate and operating effectively.

11. CORPORATE GOVERNANCE REPORT

Pursuant to Clause 52 of the Listing Agreement, the report on Corporate Governance together with the Practising Company Secretary Certificate on compliance in this regard and Managing Director's declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel is attached and forms part of this Annual Report.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Listing Agreements with the Stock Exchanges is annexed and forms part of the Directors' Report.

13. AUDITORS REPORT

There are no qualifications in Auditors Report.

14. DETAILS OF THE STOCK EXCHANGES WHERE THE SHARES ARE LISTED

The Company's Equity Shares are presently listed at the following Stock Exchanges:

Bombay Stock Exchange Ltd. (BSE), SME Platform

The Company has paid Annual Listing Fee of the concerned Stock Exchange.

15. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

There is no subsidiary company of the Company.

16. EXTRACT OF ANNUAL RETURN IN FORM NO. MGT-9 AS PER THE REQUIREMENT OF SECTION 92(3), SECTION 134 (3) (a) AND RULE 11 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014

In compliance with the above said section the extract of the Annual Return have been annexed with this board report in form MGT-9 as Annexure - I.

17. NUMBER OF MEETINGS OF THE BOARD

There were Nineteen (19) meetings of the Board of Directors held during the financial year 2014-15. Details of each meeting of the Board of Directors have been provided under Corporate Governance Report, which forms part of this Annual Report.

18. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF COMPANIES ACT, 2013

Presently the Company has three Independent and Non- Executive Directors namely Mr. Avanish Kumar, Mr. Nitin Kumar Omar and Ms. Purvi Misra who have given declaration that they meet the eligibility criteria of independence as provided in sub-section (6) of Section 149.

19. DISCLOSURE IN RELATION TO THE VIGIL MECHANISM

The Board of Directors of your Company in its meeting held on 5th November, 2014 has adopted the Vigil Mechanism Policy. The Vigil Mechanism Policy is uploaded on company's website www. infraville. info

20. CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT OF THE COMPANY

In accordance with the requirement of Corporate Governance the Board of Directors of the Company has formulated a code of conduct for Directors and Senior Management of the Company, the Compliance of which have been affirmed by all Board Members and Senior Management of the Company. The required declaration to this effect signed by CEO, i.e. Managing Director is appended as a separate Annexure to this report.

21. CODE FOR PREVENTION OF INSIDER TRADING

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading), Regulation, 1992, as amended in February, 2002, the Board of Directors of the Company has formulated the Code of Conduct for prevention of Insider Trading in the Shares of the Company by its Directors and Employees. Same can also be found on company's website www.infraville.info

22. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION 134(3) (e) AND SECTION 178 (3)

The Board of Directors of your Company in its meeting held on 14th July, 2014 has constituted the Nomination and Remuneration Committee. Details of the Nomination and Remuneration Committee and Nomination and Remuneration Policy have been provided under Corporate Governance Report, which forms part of this Annual Report. Same can also be found on company's website www.infraville. info

23. COMPOSITION OF AUDIT COMMITTEE

The composition of Audit Committee as on 31st March, 2015 is as under:

Composition of Audit Committee as on 31st March, 2015

Name of the Ms. Purvi Misra Mr. Nitin Kumar Omar Director(s) (DIN 06858875) (DIN 06863527)

Designation Chairperson Member

Category Independent Director Independent Director

Name of the Mr. Jawahar Lal Director(s) Agarwal (DIN 02648829)

Designation Member

Category Executive Director

Details of the composition of the Audit Committee, its meeting, power, role etc. have been provided under Corporate Governance Report, which forms part of this Annual Report.

24. CORPORATE SOCIAL RESPONSIBILITY POLICY

The Company do not fall under the categories of the companies as mentioned under section 135 of Companies Act, 2015 and rule 8 (1) of Companies (CSR POLICY) Rules, 2014, therefore we still have not made any CSR policy.

25. EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS WITH REFERENCE TO SECTION 134 (3) (p) AND CLAUSE 49 IV (B)

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has Carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees.

The manner in which the evaluation has been carried out has been provided under Corporate Governance Report, which forms part of this Annual Report.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by company are given in the notes to the financial statements.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES IN THE ANNEXUED FORM AOC-2.

The company has adopted a related party transaction policy which is also available on the company's website www.infraville.info . In the policy, material contracts has been defined as any contract or transaction or arrangement are considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds 10% of the annual consolidated turnover of the Company as per the last audited financial statement of the company.

As there are no such transactions has been entered by the company so no AOC-2 is required to be given in this report.

28. THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Ms. Purvi Misra (DIN- 06858875) has been appointed on 7th May, 2014 as an Independent and Non- Executive Director and a Women Director as per the requirement of the Companies Act, 2013 and Rule 3 of Companies (Appointment and Qualifications of Directors) Rules, 2014 as approved by the Board of Directors and shareholders of the company.

Ms Purvi is a Chartered Accountant. She holds a Bachelor's degree in commerce. She has more than three years of experience in accounts & finance.

Mr. Avanish Kumar (DIN- 06852656) has been appointed on 7th May, 2014 as an Independent and Non-Executive Director as per the requirement of Companies Act, 2013 and Rule 4 of Companies (Appointment and Qualifications of Directors) Rules, 2014 as approved by the Board of Directors and shareholders of the company.

Mr. Avanish is a Chartered Accountant. He holds a Bachelor's degree in commerce. He has more than three years of experience in accounts & finance.

Mr. Nitin Kumar Omar (DIN- 06863527) has been appointed on 7th May, 2014 as an Independent and Non-Executive Director as per the requirement of clause 49 of Listing Agreement and Rule 3 of Companies (Appointment and Qualifications of Directors) Rules, 2014 as approved by the Board of Directors and shareholders of the company.

Mr. Nitin is a Chartered Accountant. He holds a Bachelor's degree in commerce. He has more than three years of experience in accounts, finance and teaching.

Mr. Vivek Gupta (DIN- 06669721) has been appointed on 7th May, 2014 as Managing Director and as per the requirement of Companies Act, 2013 and Rule 4 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as approved by the Board of Directors and shareholders of the company.

Mr. Vivek is software Engineer. He holds a bachelor's degree in science.

Ms. Kratika Agarwal (PAN- BMTPA3288A) has been appointed on 11th April, 2014 as Chief Financial Officer as per the requirement of Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as approved by the Board of Directors and shareholders of the company.

Ms Kratika is an MBA. She holds a bachelor degree in commerce.

Mr. Gaurav Srivastava (PAN- EWMPS6938B) has been appointed on 11th April, 2014 as Company Secretary as per the requirement of Companies Act, 2013 and Rule 3 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as approved by the Nomination and Remuneration Committee and Board of Directors.

Mr. Gaurav is a Company Secretary. He is the member of the Institute of Company secretaries of India. He has more than 2 years experience in the relative field.

Ms. Meena Agarwal (DIN- 02649280) resigned from the directorship of the company with effect from 10th May, 2014.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an independent Internal Control System, commensurate with the size, scale and Complexity of its operations. The Audit Committee of the Company has been delegated power to review the internal control systems and its adequacy.

The Audit Committee monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its branches.

31. AUDITORS

1) Statutory Auditors

The Statutory Auditors i.e. M/s V. P. Aditya & Company, Chartered Accountants, Kanpur appointed on 7th May, 2014 by the shareholders of the company.

2) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Satyam Omar, a Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith. There are no qualifications in the Report of Secretarial Auditor.

3) Internal Auditor

The Company had appointed Mr. Himanshu Jain as the Internal Auditor of the Company for the FY- 2014- 2015.

32. DISCLOSURES PURSUANT TO SECTION 197 (12) AND RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The company has given remuneration according to the remuneration policy formulated by the Company.

1) THE RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION OF THE COMPANY FOR THE FY 2014-2015

S.NO NAME DESIGNATION CTC MEDIAN RATIO . EMPLOYEE SALARY

1 Jawahar Lal Director 0 10000 0 Agarwal

2 Vivek Gupta Managing 290000 10000 29:1 Director

3 Purvi Misra Independent 0 10000 0 Director

4 Nitin Kumar Independent 0 10000 0 Omar Director

5 Avanish Kumar Independent 0 10000 0 Director

2) THE PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR, CHIEF FINANCIAL OFFICER, CHIEF EXECUTIVE OFFICER, COMPANY SECRETARY OR MANAGER, IN THE FINANCIAL YEAR 2014- 2015

S. Name Designati Remuneratio Remuneratio No on n Paid in FY n Paid in FY 2013-2014 2014-2015

1. Vivek Managing NA 290000 Gupta Director



2. Jawahar Lal Director 0 0 Agarwal

3. Purvi Misra Independe NA 0 nt Director



4. Nitin Independe NA 0 Kumar nt Director Omar

5. Avanish Independe NA 0 Kumar nt Director



6. Gaurav Company NA 180000 Srivastava Secretary



7. Kratika Chief NA 180000 Agarwal Financial Officer

S. Name Change Percentag Remarks No e

1. Vivek 290000 100% Appointed Gupta as MD in FY2014- 15

2. Jawahar Lal 0 0.00% No Change Agarwal

3. Purvi Misra 0 0.00% Became Director in FY 2014-15

4. Nitin 0 0.00% Became Kumar Director Omar in FY 2014-15

5. Avanish 0 0.00% Became Kumar Director in FY 2014-15

6. Gaurav 180000 100% Appointed Srivastava in FY2014- 15

7. Kratika 180000 100% Appointed Agarwal in FY2014- 15

3) THE PERCENTAGE INCREASE IN THE MEDIAN REMUNERATION OF EMPLOYEES IN THE FINANCIAL YEAR

The details of percentage increase in the median remuneration of employees in the Financial Year are as follows:-

Median (Common employees between Apr-14 & Mar-15)

Remuneration of Apr-14 Remuneration of Mar-15 Increase Percentage (Total earning (Total earning Employer Employer PF) PF)

10000 10000 0 0.00%

4) THE EXPLANATION ON THE RELATIONSHIP BETWEEN AVERAGE INCREASE IN REMUNERATION AND COMPANY PERFORMANCES

Total Total Average Revenue in Revenue in remuneration remuneration Increase in the FY 2013- the FY 2014- paid in FY paid in FY Remuneration 2014 2015 2013-2014 2014-2015

1,12,000 9,19,733 721% 9,16,950.00 90,20,753.00

COMPANY PERFORMANCE

PARTICULARS FINANCIAL YEAR 2013- FINANCIAL YEAR 2014- 2014 2015

TOTAL REVENUE 9,16,950.00 90,20,753.00

PROFIT BEFORE 2,20,334.00 -29,12,723.00 TAX

PROFIT AFTER 1,51,687.00 -20,15,623.00 TAX

There is 883.77% increase in the revenue of the Company from the previous financial Year and there is a loss after tax of the Company. The increase in the remuneration is because of the increase in the number of employees and this can be justified as the company was incorporate on 9th October, 2013.

5) COMPARISON OF THE REMUNERATION OF THE KEY MANAGERIAL PERSONNEL AGAINST THE PERFORMANCE OF THE COMPANY

The comparison of the remuneration of the Key Managerial Personnel against the performance of the company has been explained below:

Remuneration Total Revenue in Total Revenue in % Increase in of the KMP FY 2013-2014 FY 2014-2015 Revenue

6,50,000 9,16,950.00 90,20,753.00 883.77%

6) AVERAGE PERCENTILE INCREASE ALREADY MADE IN THE SALARIES OF EMPLOYEES OTHER THAN THE MANAGERIAL PERSONNEL IN THE LAST FINANCIAL YEAR AND ITS COMPARISON WITH THE PERCENTILE INCREASE IN THE MANAGERIAL REMUNERATION AND JUSTIFICATION THEREOF AND POINT OUT IF THERE ARE ANY EXCEPTIONAL CIRCUMSTANCES FOR INCREASE IN THE MANAGERIAL REMUNERATION

The details relating to the average percentile increase in the salary from last financial year is as follows:

Average Average percentile Average percentile percentile increase in increase in increase in remuneration paid to remuneration paid to remuneration employee excluding key managerial paid to key managerial personnel for the FY employee personnel for the FY 2013-2014 excluding key 2014-2015 managerial personnel for the FY 2013- 2014

NA 240.83% NA

Average Average percentile percentile increase in increase in remuneration remuneration paid to paid to key employee managerial excluding key personnel for managerial the FY 2014- personnel for 2015 the FY 2013- 2014

NA 100.00%

7) THE KEY PARAMETERS FOR ANY VARIABLE COMPONENT OF REMUNERATION AVAILED BY THE DIRECTORS;

There is no variable component in the remuneration availed by the Directors.

8) THE RATIO OF REMUNERATION OF THE HIGHEST PAID DIRECTORS TO THAT OF THE EMPLOYEES WHO ARE NOT DIRECTORS BUT RECEIVE REMUNERATION IN EXCESS OF THE HIGHEST PAID DIRECTORS DURING THE YEAR

There is no employee in the Company who receive remuneration in excess of the highest paid Director during the Year.

33. DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE

Directors of the Company are not related to each other in accordance with section 2 (77) of the Companies Act, 2013 and Rule 4 of the Companies (Specification of Definitions Details) Rules, 2014.

34. DISCLOSURE ON NO. OF SHARES AND CONVERTIBLE DEBENTURES HELD BY NON-EXECUTIVE DIRECTORS

No Equity share is held by the Non- Executive Director of the Company as on 31st March, 2015. No Convertible Debentures has been issued by the Company as on 31st March, 2015.

35. DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 134 (3) (1) OF THE COMPANIES ACT, 2013

No material changes and commitments, have taken place between the end of the financial year of the company to which the balance sheet relates and the date of report, which affects the financial position of the Company.

36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Particulars relating to the conservation of energy, technology absorption given as Companies (Disclosure of particulars in report of Board of Directors) Rules, 1988 are not applicable to the Company due to the nature of the Company's business operations, being an Online Shopping Company.

There has been no Foreign Exchange outgo during the period under review.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from sub-brokers, business associates, vendors, bankers, financial institutions, investors, stakeholders, registrar and share transfer agent, other business affiliates and media.

The Board places on record its sincere appreciation towards the Company's valued customers for the support and confidence reposed by them in the organization and the stakeholders for their continued co- operation and support to the company and looks forward to the continuance of this supportive relationship in future.

Your Directors also place on record their deep sense of appreciation for the devoted services of the employees during the year under review.

For and on Behalf of the Board

Sd/- Vivek Gupta (Managing Director) DIN:06669721

Place: Bangalore Date: 31/08/2015