Directors Report of Nam Securities Ltd.

Mar 31, 2024

Your directors have pleasure in presenting this 30^th Annual Report together with the Audited Financial Statements of your Company for the year ended March 31, 2024.

FINANCIAL HIGHLIGHTS (Amount in Lacs-Rs.)

Particulars	Year ended st 31March, 2024	Year ended 31stMarch, 2023
Total Revenue	10956.60	7228.65
Total Expenditure	10912.39	7223.32
Profit before Tax	44.21	5.33
T ax Expense	11.12	2.60
Profit for the Year	33.09	2.73
Total Other Comprehensive Income	0.00	0.00
Total Comprehensive Income	33.09	2.73

OPERATIONAL PERFORMANCE

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1. The Company recorded revenue of Rs. 10956.60 Lacs for the year ended 31 March,

2024 as against Rs. 7228.65 Lacs in the previous year ended 31^st March, 2023.

2. The profit before tax at Rs. 44.21 Lacs for the year ended 31 March, 2024 as against Rs. 5.33 Lacs in the previous year ended 31^st March, 2023.

3. Net profit after tax at Rs. 33.09 Lacs for the year ended 31 March, 2024 as against Rs. 2.73 Lacs in the previous year ended 31^stMarch, 2023.

KEY FACTORS WHICH AFFECT THE PERFORMANCE OF THE COMPANY

The year under review has been year of fluctuations in the prices of shares. Due to inflationary trends in India & Abroad, more particularly in USA & Europe, the Central Banks of the affected nations including India, were forced to interest repo rates. The interest rates were raised by more than 30% of the previous levels. This resulted into increasing cost of borrowing and higher Emi’s for the purchases made by the consumers. With the increased interest rates, the banks and other financial institutions started offering higher interest rates on the deposits made by the investing class. This created alternative investment opportunities for the investors, with almost Nil risks, compared to investment in equities. The weakening of US economy adversely affected the cash flow of the banking industry, resulting into collapse of certain big banks. Due to all these, once again, the stock markets are adversely affected across the globe. This kind of situation had its impact on Indian stock markets as well on your company’s turnover and profitability during the year under consideration.

The financial year 2023-24 was a period of both challenge and opportunity for the stock broking industry. Amidst global economic shifts and market fluctuations, our company demonstrated resilience and adaptability, positioning itself strongly for future growth. Despite a backdrop of elevated interest rates and market volatility, we have navigated the landscape effectively, delivering value to our clients and stakeholders.

The year was marked by significant economic developments. Global inflationary pressures, particularly in the USA and Europe, led central banks. Inspite of all international pressures, Reserve Bank of India, maintained repo, Reverse repo rates for major part of the year.

Despite the challenging market conditions, our company has demonstrated robust performance through strategic initiatives and a focus on innovation:

Technological Advancement: We continued to enhance our digital infrastructure, investing in cutting-edge trading platforms and tools. Our upgraded technology provides clients with seamless, efficient trading experiences and real-time market insights, empowering them to make informed decisions in a volatile market.

Strengthened Risk Management: We fortified our risk management frameworks to mitigate the impacts of market volatility. Our enhanced compliance measures and risk assessment protocols have ensured the stability of our operations and the protection of client assets.

Customer-Centric Approach: We prioritized personalized service and advisory support, tailoring our offerings to meet the evolving needs of our clients. Our focus on customer satisfaction has strengthened our relationships and built trust within the investment community.

The financial year 2023-24 has been a testament to our company’s resilience and innovation. Despite the challenging market conditions, we have successfully navigated the landscape, delivering strong performance and value. We look forward to continuing our journey of growth and excellence, supporting our clients with unparalleled service and cutting-edge solutions.

OUTLOOK OF THE INDUSTRY & FUTURE PROSPECTS

As we move forward into the next financial year, we are optimistic about our growth prospects. Our strategic focus will continue to center on leveraging technology, expanding our product portfolio, and maintaining a customer-centric approach. We are committed to adapting to market changes and capitalizing on emerging opportunities to deliver exceptional value to our clients.

Our company is well-positioned to thrive in a dynamic financial environment. By remaining agile and forward-thinking, we will continue to build on our strengths and drive sustainable growth.

TRANSFER TO RESERVES

No amount is transferred to General Reserve during the year.

DIVIDEND

Your Board has deferred for the time being, the decision to recommend any Dividend for the Financial Year 2023-24.

CAPITAL EXPENDITURE AND FUNDING

(a) The Capital Expenditure incurred and funded for the year is Rs.34.49 lacs.

(b) During the year under review, your company has not sold/deleted / adjusted any assets.

SHARE CAPITAL

Equity shares of the Company are being traded on BSE Ltd. The company has its Authorized Share Capital of Rs. 5,50,00,000/- divided into 55,00,000 equity shares of Rs. 10 each, and the issued, subscribed and paid up capital stands at 5,39,20,000 divided into 53,92,000 equity shares of Rs. 10 each. The company has neither issued shares with differential voting rights nor sweat equity shares during the year under consideration.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATES COMPANY

There is no subsidiary, Joint Venture and Associates company.

FRAUD REPORTED BY THE AUDITORS DURING THE YEAR No comments are needed as there were no such instances during the year.

RISKS AREAS OF CONCERN

The Company has laid down a well defied Risk Management Policy covering the risk mapping, trend analysis, risk exposures, potential impact and risk mitigating process. A detailed exercise is being carried out from time to time to identify, evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted deposits from the public falling within the jUU ambit of Section 73of the Companies Act,2013&the Companies (Acceptance of Deposip§g_e | 3

Rules, 2014.

CEO/CFO CERTIFICATION

The compliance to the requirement of Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Chief Finance Officer of the Company has submitted to the board a certificate relating to the compliance of matter as envisaged in the said clause. (Annexure-F)

CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, a

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separate section on Corporate Governance Report as on 31 March, 2024 together with a certificate issued by Statutory Auditors with respect to compliance of the provisions of Corporate Governance as on that date forms an integral part of this Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, following changes took place in the Board of Directors and Key Managerial Personnel:

(a) Appointment of Director

There was no change in the Board of Director during the year in review.

(b) Company Secretary & Compliance Officer of the Company

Neha Gupta, a qualified Company Secretary, was appointed to the post of Company Secretary and Compliance Officer of the Company with effect from 3^rd Feburary,2023 and is continuing in that post.

(c) Retirement by rotation:

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, MS Divya Goyal (DIN: 01995354), Directors will retire by rotation at the ensuing aGm, and being eligible, offers herself for re-appointment in accordance with provisions of the Companies Act, 2013.

A brief resume of the Directors being appointed/ re-appointed, experience of the Directors, names of companies in which they hold Directorships, committee memberships/ chairmanships, their shareholding in the Company, etc., have been furnished in the explanatory statement to the notice of the ensuing AGM.

Extent to relationship of Directors inter-se in terms of Section 2(77) of the Companies Act,

2013 forms part of the explanatory statement attached to the Notice of the Annual General Meeting.

(d) Declaration by Independent Directors

The Company has received and taken on record the declarations received from all the Independent Director of the Company confirming that they meet the criteria of independence as prescribed both under the Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Based on the declarations received from the Independent Directors, the Board is of the opinion that the Independent Directors fulfill the criteria of Independence as specified in the Listing Regulations and the Act and are Independent of the Management.

(e) Evaluation of Board Performance

Pursuant to the provisions of the Companies Act, 2013 and applicable provisions of SEBI (Listing Obligations and Disclosure requirements) Regulations 2015, the Board of Directors have devised a policy which lays down the criteria for performance evaluation of the Chairman, Board and Individual Directors (including Independent Directors), Committees.

The performance of the Directors was evaluated by the Board on the basis of the criteria such as Director’s participation, contribution and their guidance.

The performances of the committees are evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees and effectiveness of the committee meetings etc. The performance of the individual committee member was reviewed on the basis of the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed,

......meaningful and constructive contribution and inputs in meetings etc. i a

(f) Key Managerial Personnel

In terms of provisions of Section 203 of the Companies Act, 2013 the following persons were whole-time Key Managerial Personnel (‘KMP’) of the Company as on 31^st March, 2024:

a. Mrs. Kiran Goyal -Managing Director

b. Ms. Divya Goyal -Director

c. Mr. Ashwani Goyal -Director

d. Mr. Ravi Berry -Director

e. Mr. Prakash Chandra Panjikar -Director

f. Ms. Rekha Chauhan-Director

g. Mr. Pradeep Kumar - Chief Financial Officer

h. Ms. Neha Gupta-Company Secretary-cum-compliance Officer

MANAGERIAL REMUNERATION AND OTHER DETAILS

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this Report as “Annexure - B” which forms a part of this report.

Further in terms of Section 136 of the Act, the Report and accounts are being sent to the members excluding the aforesaid annexure. The said annexure is available for inspection at the registered office of the Company during the working hours and any member interested in obtaining a copy of the same may write to the Company Secretary and the same will be furnished on request.

RECOMMENDATION OF AUDIT COMMITTEE

During the year under review, there is no instance of non-acceptance of any recommendation of the Audit Committee of the Company by the Board of Directors.

MEETINGS OF THE BOARD

The Board met 6 (six) times during the year under preview, the details of which are given in the Corporate Governance Report, the intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and SEBI (LODR) Regulation, 2015. The Composition of the Board and its four committees and the number of meeting held during the period are given in Corporate Governance Report that forms part of this Annual Report. Formal evaluation of all the directors, the board as a whole and the committees was conducted and was found satisfactory. "

COMPOSITION OF BOARD

The Board of Directors comprises of 5(Five) Directors, out of which 2(Two) are NonExecutive Independent Directors and 3 (Three) Executive- Non-Independent Director comprises of 2(Two) woman Director. The constitution of the Board of the Company is in accordance with Section 149 of the Companies Act, 2013 and relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, there are no changes in the composition in the same.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) read with 134(5) of the Companies Act, 2013, the Board to the best of their knowledge and ability confirm that:

(a) In the preparation of the Annual Financial Statements for the year ended 31^st March, 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and

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fair view of the state of affairs of the company as at 31 March, 2024 and of the profit of the Company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate ...... accounting records in accordance with the provisions of the Companies Act, 2013 far_CTO i ¦;

safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

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

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is appended as Annexure - A to the Board’s Report and also available on the website of the Company at www.namsecurities.in. Further, a copy of Annual Report for the year ended 31^st March, 2024 will be hosted on website of the Company at www.namsecurites.in

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the business outlook and performance review for the year ended March 31, 2024, as stipulated in Regulation 34 read with Schedule V of SEBI (LODR) Regulations, 2015, is available as a separate section which forms part of the Annual Report.

STATUTORY AUDITORS AND AUDITORS REPORT

As per the provisions of section 139 of the act read with the Companies (Audit and Auditors)

Rules, 2014,

As per provisions of section 139 of the Act read with the Companies (Audit& Accounts) Rules,2014, the members of the company in them

29^thAnnual General Meeting (‘AGM’) held on 30^th September, 2023 appointed M/s. Satya Prakash Garg & Co., Chartered Accountants (Firm Registration no. 017544N and holding valid Peer review certificate issued by ICAI, as the Statutory Auditors of the Company for a period of five years from the conclusion of the said AGM i.e. 29th AGM till the conclusion of the 33^rd AGM

M/s. Satya Prakash Garg & Co., has confirmed their eligibility and qualification required under section 139,141 and other applicable provisions of the act and rules issued there under.

M/s. Satya Prakash Garg & Co., Chartered Accountants is eligible for re-appointment as Statutory Auditor of the Company and has given their consent in writing for appointment.

Remuneration to the auditors shall be decided by the Board of Directors and same may be revised from time to time in consultation with M/s. Satya Prakash Garg & Co., Chartered Accountants. None of the Directors or Key Managerial Personnel of the Company or their respective relatives are in any way concerned or interested in the proposed Ordinary Resolution as set out at item no. 3 of the notice. The Board of Directors recommends the Ordinary Resolution as set forth in the item no. 3 for approval of the members of the Company.

The Auditors’ Report on financial statements for the year ended 31^st March, 2024 forms part of this Annual Report. The Auditors’ Report doesn’t contain any qualifications, reservations, adverse remarks, disclaimer or emphasis of matter. Notes to the Financial Statements are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT

Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed Mr. Vivek Kumar, proprietor of M/s K Vivek & Co, Practicing Company Secretary, as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2023-24.

The Secretarial audit of the company has been conducted in respect of the matters as set out in the said rules and have been provided in the Secretarial Audit Report for the financial year 2023-24, which is given in Form No. MR-3 and is provided as an Annexure - D to this report. There are no qualifications, reservations of adverse remarks made by M/s K Vivek &

Co, Practicing Company Secretary, Secretarial Auditor of the Company in their report.

COST AUDITORS: The company does not require cost auditors.

RELATED PARTIES TRANSACTIONS

All related Party Transactions entered during the year are in the ordinary course of business and on arm’s length basis. No material Related Party Transactions are entered during the year by your Company during the FY 2023-24 under section 188 of the Act and Regulations 23 of Listing Regulations. Hence, pursuant to the provisions of the Section 134 of the Act, the relevant disclosure of Related Party Transactions to be provided under section 134 (3)(h) of the Companies Act, 2013 in form aOC-2 is annexed as Annexure -E.

All related party transactions are placed before the Audit Committee for its approval and noting on quarterly basis. Prior approval of the Audit Committee is obtained for the transactions which are foreseen and of a repetitive nature. The transactions entered into with related parties are certified by the Management and the Independent Chartered Accountants stating that the same are in the ordinary course of business and at arm’s length basis.

The details of related party transaction that are entered during the FY 2023-24 are given in the notes to the Financial Statement as per IND AS-24 which forms part of this Annual Report.

DISCLOSURES OF COMMITTEES AND ITS POLICIES RISK MANAGEMENT POLICY

Pursuant to the requirement of Regulation 17(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formed a Risk Management Policy. This Policy seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. The policy defines the risk Management approach across the enterprises at various levels including documentation and reporting. The Risk Management Policy as approved by the Board is uploaded on the Company website (www.namsecurities.in)

ENVIRONMENT POLICY

The Company has over the years, gone beyond the requirements of law in improving the environment in the ecosystem that it operates in and it has formalized and adopted a Corporate Environment Policy.

NOMINATION AND REMUNERATION COMMITTEE POLICY

The Nomination and Remuneration Committee comprises of Two Independent directors namely Ravi Berry, P C Panjikar(Chairman) and Ms. Kiran Goyal as other member. has framed a policy for Directors, KMP and other Senior Management Personnel their appointment and remuneration, specifying criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under the section 178 of the Companies Act, 2013 and rules framed there under and SEBI LODR, Regulation, 2015. The Criteria as aforesaid is given in the "Corporate Governance Report”. The Remuneration Policy of the Company is annexed as Annexure C. The said policy is uploaded on the website of the Company (http://www.namsecuritites.in)

AUDIT COMMITTEE AND ITS COMPOSITIONS

The Audit Committee comprises of Two Non-Executive Independent Director namely Mr. Ravi Berry (Chairman) and Mr. Prakash Chandra Panjikar, and Ms. Divya Goyal. All the recommendations made by the Audit Committee are accepted by the Board. STAKEHOLDERS AND INVESTORS GRIEVANCE COMMITTEE

The Stakeholders & Investors Grievance Committee comprises of Two Independent directors namely Ravi Berry(Chairman), P C Panjikar and Ms. Kiran Goyal as other member. All the recommendations made by the said committee are accepted by the board.

RISK MANAGEMENT COMMITTEE AND ITS COMPOSITIONS

The Audit Committee comprises of Two Non-Executive Independent Director namely Mr. Ravi Berry and Mr. Prakash Chandra Panjikar(Chairman), and Ms. Divya Goyal. All the recommendations made by the Audit Committee are accepted by the Board.

VIGIL MECHANISM CUM WHISTLE BLOWER POLICY

Pursuant to the provision of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulation, 2015, the Board of Directors of the Company has established Vigil Mechanism / Whistle Blower Policy. The details of the Vigil Mechanism cum

Whistle Blower Policy are provided in the Corporate Governance Report. The Vigil Mechanism and Whistle Blower Policy can be accessed on the website of the Company (www. namsecuritites.in)

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

During the year under review, pursuant to Section 186 of the Companies Act, 2013, no loans were given to any person, nor any Guarantees or securities were provided.

LISTING AND DEMATERIALISATION OF SHARES

As your Company’s shares are listed on BSE Ltd., and is enjoying active status. Listing Fees for and up to the year 2023-24, has been paid to the stock exchanges. The ISIN of the company is INE792G01011 and Trading Code on BSE is 538395, with the symbol "NAM”. STAKEHOLDERS INITIATIVES

Your company adheres strictly to all the statutory and other legal compliances. On occurrence of any event, which has a bearing on the share price or otherwise, your company intimates the stock exchanges, within stipulated period. Your company has in place regulations for preventing and regulating insider trading and has adhered to a code of conduct and business ethics by which the shareholder is treated at par with an employee on availability of information about the company. Your company has been prompt and regular in its replies to your queries. Your company also replies within the stipulated time to all legal and statutory authorities. The total number of shares dematerialized as on 31st March, 2023are 51,33,250 shares which represent 95.20 % of the shares of the company. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this Report as "Annexure B” and forms a part of this report.

CORPORATE SOCIAL RESPONSIBILITY

According to the provisions of section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility) Rules, 2014 the Company does not need to constitute a Corporate Social Responsibility Committee. Your Directors have immense pleasure in sharing that the Company has always been earnest for contributing towards the betterment of society. The company strives to achieve a fine balance between social, environment and economic benefits to the communities in which it operates.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT

There was no significant material changes and commitment affecting financial position of the company occurred between the end of financial year and date of report.

(i) ADOPTION OF IND-AS

Effective 1 April, 2019, the company adopted IND-AS notified by MCA with transition date of 1 April, 2018.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on Company’s operation in future.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The Company has in place an established proper and adequate internal control system to ensure proper recording of financial & operational information, compliance of various internal controls and other regulatory/statutory compliances. All Internal Audit findings and control systems are periodically reviewed and verified by the Audit Committee of the Board of Directors and the committee confirmed that the internal financial controls over the financial reporting are adequate and such controls are operating effectively. The Internal audit of the Company is handled by a qualified Chartered Accountant and his team of subordinates. REPORT ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNINGS & OUTGO

The Company operates in Service Sector as a SEBI Registered Stock Broker and therefore energy consumption is only limited to electricity required for office functioning for administration functions. However, necessary initiatives have been taken by the Company from time to time for optimum utilization of energy.

i. The Company has no manufacturing activity. The consumption of electricity continues to be minimal and adequate measures are taken to conserve power and energy.

ii. The Company has not purchased or acquired any new technology.

iii. The Company has not undertaken any new Research & Development activities.

iv. There was no foreign exchange expenditure or earnings during the year under review. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has constituted an internal complaint committee under Section 4 of the Sexual Harassment of Woman at workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review there was no complaint filed before the said Committee.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and your directors confirm compliance of the same during the year under review.

CODE OF CONDUCT

The Code of Conduct laid down by the Board is in operation in the Company. All Board Member and senior management personnel have affirmed the compliance with the code. The declaration to this effect is enclosed to the Corporate Governance Report.

PREVENTION OF INSIDER TRADING

Pursuant to the provision of the SEBI (Prohibition of Insider Trading) Regulations, 2018 and to prevent Insiders from procuring, communicating, providing or allowing access to unpublished price sensitive information unless required for discharge duties, the Company has formulated and adopted within the prescribed time limits, the code of Conduct ("the code”) for regulating, monitoring and reporting of trading by insiders. The company has received an affirmation for compliances with Code, from all the designated persons as defined in the code.

GENERAL

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

(a) Issue of Equity shares with differential rights as to dividend, voting or otherwise.

(b) Issue of shares (incl. sweat equity shares and ESOS) to employees of the Company under any scheme.

(c) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

ACKNOWLEDGEMENT

The Directors wish to acknowledge and thank the Central and State Governments and all regulatory bodies for their continued support and guidance. The Directors thank the shareholders, customers, business associates, Financial Institutions and Banks for the faith reposed in the Company and its management. The Directors place on record their deep appreciation of the dedication and commitment of your Company’s employees at all levels and look forward to their continued support in the future as well.

For and on Behalf of the Board of Directors

Sd/- Sd/-

(Ashwani Goyal) (Kiran Goyal)

Date: 6^tt Sep.,2024 Director Managing Director

Place: New Delhi DIN:00502989 DIN:00503357

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Mar 31, 2015

Dear Members,

The Director has pleasure in presenting the 21st Annual Report of the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS Rs. In lacs

Particular Year ended Year ended Mar.31,2015 Mar. 31 ,2014

Gross Income 62.41 47.59

Gross Profit before Dep. & 16.92 15.15 I. TAX

Depreciation 8.50 8.14

Tax Expense 2.00 0.90

NET PROFIT AFTER TAX 6.42 6.11

Add: Balance b/f from Previous 8.61 2.50 year

Less: transfer to General NIL NIL Reserves

Amount carried to Balance 15.03 8.61 Sheet

DIVIDEND

During the Year 2014-15, the Board of Directors of the Company has not declared dividend.

TRANSFER TO RESERVES IN TERMS OF SECTION 134(3) (J) OF THE COMPANIES ACT, 2013.

For the financial year ended 31st March, 2015, the Company did not transfer any amount to General Reserve Account.

MANAGEMENT DISCUSSION AND ANLYSIS REVIEW OF PERFORMANCE

1) The Company recorded revenue of Rs.62.41lacs for the year ended 31st March, 2015 as against Rs. 47.59lacs in the previous year ended 31.03.14.

2) The profit before tax at Rs.8.42lacs for the ended 31st March, 2015 as against Rs. 7.01 lacs in the previous year ended 31.03.2014.

3) Net profit after tax at Rs.6.42 lacs for the year ended 31st March, 2015 as against Rs. 6.11lacs in the previous year ended 31.03.2014.

KEY FACTORS WHICH AFFECT THE PERFORMANCE OF THE COMPANY

a. Economic factors like Inflation rate, Credit policy, GDP growth, Trade & Fiscal deficit.

b. Political factors like stability, Expansion, Liberalization and FDI, Disinvestment Policy framework of the Government.

OUTLOOK OF THE INDUSTRY & FUTURE PROSPECTS

With the incoming of the NDA Government at Centre in the month of June, 2014, and passing of one year of its working, there is hope for all round growth in the economy. GDP growth recorded for the year ended 31.03.2015 is highest at 7.5%. With more liberalization and expansion policies of the Government already announced, your company is hopeful of achieving better results in the coming year(s). The government has also announced Disinvestment in public sector undertakings for the substantial amounts. More IPO''s are in the pipeline and all these shall have direct impact on the performance of your company during the current year.

CAPITAL EXPENDITURE AND FUNDING

i) The Capital expenditure incurred and funded for the year is Rs.40.11lacs

ii) During the year under review, your company has not sold/deleted/adjusted any assets, except under the head Vehicles for net value of Rs.3.55 lacs.

SUBSIDIARY COMPANY

There is no subsidiary company.

INTERNAL CONTROLS SYSTEMS AND INTERNAL AUDIT

The Company maintains adequate internal Control Systems and the internal audit are handled by a qualified chartered accountant and his team of subordinates.

DIRECTORS

Divya Goyal, non-independent director, retiring by rotation, being eligible, offers herself for re-appointment.

FIXED DEPOSITS

The company has not accepted deposits from the public during the year under review.

EXTRACTS OF ANNUAL RETURN

The details forming part of the Annual Return in form MGT-9 is annexed herewith as "Annexure 3".

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.

CEO/CFO CERTIFICATION

The compliance to the requirement of clause 49 of the Listing agreement entered with the stock exchanges, the managing director has submitted to the board a certificate relating to financial statements and other matters as envisaged in the said clause.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the companies Act, 2013, the Directors, based on the representation received from the operating management, conform that:

1. In preparation of the Annual accounts, the applicable accounting standards have been followed and there are no material departure from the same;

2. In order to provide a true and fair view of the state of affairs of the Company as on March 31, 2015 and the profits for the year ended on that date, reasonable and prudent judgments and estimates have been made and generally accepted accounting policies have been selected and consistently applied.

3. For safeguarding the asset of the assets of the Company and preventing and detecting any material fraud and irregularities, Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act;

4. The annual accounts presented to the members have been prepared on a going concern basis;

5. The directors have laid down internal financial controls to be followed by the company and that such controls are adequate and operating effectively;

6. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and those systems are adequately and operating effectively.

RELATED PARTY TRANSCTIONS

All related party transaction that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company during the year. Therefore form AOC-2 is not applicable to the company.

CORPORATE GOVERNANCE

The company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company''s Auditors confirming compliance is set out in the Annexure forming part of this report.

BUSINESS RESPONSIBILITY REPORT

As stipulated under the Listing Agreement, the Business Responsibility report and Corporate Responsibility Report, applicable to the extent, is adhered during the year under review.

RISK MANAGEMENT

During the year, your directors have constituted a risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the company''s enterprise wide risk management framework; and (b) Overseeing that all the risks that the Organization faces, such as

strategic,financial,credit,market,liquidity,security,property,It,Legal, regulatory,reputational and other risks have been identified and assessed and there is adequate risk management infrastructure in place capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the committee.

STATUTORY AUDITORS & AUDITOR''S REPORT

M/s Sanjay Braharua & Associates, Chartered Accountants, the present Statutory, Auditors retire at the ensuing Annual General Meeting and has expressed their unwillingness for re-appointment. The company has received a letter from a member proposing the name of M/S Raj K Sri & Co., chartered accountants, as statutory Auditors of the company from the conclusion of the ensuing annual general meeting.

In respect of the observations made by the auditors in their report, your directors wish to state that the respective notes to the accounts read with the relevant accounting policies are self-explanatory and therefore do not call for any further comments.

COST AUDITORS

The company does not require cost auditor.

DISCLOSURES

Audit Committee

The audit committee comprises of independent directors namely Ravi Berry (Chairman), Rekha Chauhan and Ms.Divya Goyal, as other member. All the recommendations made by the said committee were accepted by the board.

Remuneration Committee

The audit committee comprises of independent directors namely Ravi Berry (Chairman), Rekha Chauhan and Ms.Divya Goyal, as other member. All the recommendations made by the said committee were accepted by the board.

Shareholder and Investors Grievance Committee

The audit committee comprises of independent directors namely Ravi Berry, Rekha Chauhan and Ms.Kiran Goyal (chairman) as other member. All the recommendations made by the said committee were accepted by the board.

VIGIL MECHANISM

The Vigil mechanism of the company, which also incorporates a whistle blower policy in terms of the listing agreement, includes Ethics and Compliance Task Force comprising the senior executives of the company, which works in the line with the best of standards.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

There are no transactions relating to the loans given, investments made, excepting investment in shares, and there is no guarantee given, neither security provided during the year.

MEETING OF THE BOARD

Four Meetings of the Board were held during the year. For further details, please you may refer report on corporate governance of this annual report.

LISTING AND DEMATERIALISATION OF SHARES

As your company''s shares are listed on BSE Ltd., Delhi Stock Exchange Ltd. and Ahmadabad Stock Exchange Ltd. and is enjoying active status. Listing Fees for and up to the year 2015-16, has been paid to these stock exchanges, except to Ahmedabad Stock Exchange, which is in the process of winding up.

The ISIN of the company is INE792G01011 and Trading Code on BSE is 538395, with the symbol "NAM".

SHAREHOLDER INITIATIVES

Your company adheres strictly to all the statutory and other legal compliances. Your company has been one of the first to implement any initiatives for shareholder benefit directed from SEBI. On occurrence of any event, which has a bearing on the share price or otherwise, your company intimates the stock exchanges, within stipulated period. Your company has in place regulations for preventing and regulating insider trading and has adhered to a code of conduct and business ethics by which the shareholder is treated at par with an employee on availability of information about the company.

Your company has been prompt and regular in its replies to your queries. Your company also replies within the stipulated time to all legal and statutory authorities. The total number of shares dematerialized as on 31st March, 2015 are shares which represent of the shares of the company.

PARTICULARS OF EMPLOYEES

There are no employees of the company requiring information as prescribed under section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY

Your company always places greater importance to manage its affairs with highest level of transparency, accountability and integrity and maintain high standards of corporate governance on sustained basis. Your company is committed to its social responsibilities.

INTERNAL FINANCIAL CONTROLS

The company has in place the adequate internal financial controls with reference to financial statements. During the year controls were tested and no reportable material weakness in the design or operation were observed.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information pursuant to Section134 (m) of the companies Act, 2013, read with rule 8 of the Companies (Accounts) Rules, 2014, relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo are implemented to the extent that the company''s electric circuits are made to order to be completely switched off after office hours and other air-conditioners and led lightings are replaced with energy savings counter-parts.

Our operations are domestically based so there is no foreign exchange earnings and out- gos.

INSIDER TRADING POLICY

As required under the new insider trading policy regulation of SEBI, your directors have framed new insider trading regulations and Code of internal procedures and conducts for Regulating, Monitoring & Reporting of trading by insider. For details please refer to Company''s website.

CAUTIONARY STATEMENT

Statements in this Management Discussion and analysis describing the Company''s Objectives, projections, estimates and expectations may constitute "Forward looking statements" within the meaning of applicable Laws and regulations. Actual results might differ materially from those either expressed or implied.

ACKNOWLEDGEMENTS

Your Directors acknowledge the significant contribution made by the employees of the company at all levels towards its overall success. The Directors also take this opportunity to place on record their appreciation to all stakeholders, bankers and Clients for their continued support to the company.

For and on behalf of the Board



PLACE: Gurgaon -Sd/ DATE: 1st June, 2015 (Kiran Goyal) Managing Director

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Mar 31, 2014

Dear Members,

The Director have pleasure in presenting the 20th Annual Report of the financial year ended 31, March, 2014.

FINANCIAL HIGHLIGHTS

Rs. In lacs

Particulars Year ended Mar. 31, Year ended Mar. 31, 2014 2013

Gross Income 47.59 45.60

Gross Profit before Dep. & I. TAX 15.15 13.80

Depreciation 8.14 8.20

Tax Expense 0.90 1.04

NET PROFIT AFTER TAX 6.11 4.56

Add: Balance b/f from Previous year 2.50 37.50

Less: transfer to General Reserves NIL 35.00

Amount carried to Balance Sheet 8.61 2.50

DIVIDEND

During the Year 2013-14, the Board of Directors of the Company has not declared dividend.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance together with a certificate from the statutory Auditors, in compliance with clause 49 of the Listing agreement, is attached as part of this report. Compliance reports in respect of all laws applicable to the company have been reviewed by the board of directors.

MANAGEMENT DISCUSSION AND ANALYSIS REVIEW OF PERFORMANCE

1) The Company recorded revenue of Rs.47.59 lacs for the year ended 31st March,2014 as against Rs.45.60lacs in the previous year ended 31.03.13

2) The profit before tax at Rs.7.00Lacs for the ended 31st March,2014 as against Rs.5.60lacs in the previous year ended 31.03.2013

3) Net profit after tax at Rs.6.11lacs for the year ended 31st Mar,2014 as against Rs.4.57 lacs in the previous year ended 31.03.2013

KEY FACTORS WHICH AFFECT THE PERFORMANCE OF THE COMPANY

a. Economic factors like Inflation rate, Credit policy, GDP growth, Trade & Fiscal deficit

b. Political Factors like stability, Expansion, liberalisation and FDI & Dis-investment Policy framework of the Government.

CAPITAL EXPENDITURE AND FUNDING

I. The Capital incurred and funded for the year is Rs.4.98 lacs

II. During the year under review, your company has not sold/deleted/adjusted any assets.

OUTLOOK OF THE INDUSTRY & FUTURE PROSPECTS

With the incoming of the NDA Government at Centre in the month of June,2014, there is hope for all round growth in the economy. GDP growth is highest of last 3 years low and more liberalization and expansion policies of the Government are being announced. The government has also announced Dis-investment in public sector undertakings for the substantial amounts. More IPO''s are in the pipeline and all these shall have direct impact on the performance of your company during the current year.

SUBSIDIARY COMPANY

There is no subsidiary company.

INTERNAL CONTROLS SYSTEMS AND INTERNAL AUDIT

The Company maintains adequate internal Control Systems and the Internal audit is handled by a qualified chartered accountant and his team of subordinates.

DIRECTORS

1. Divya Goyal, non-independent director, retiring by rotation, being eligible, offers herself for re-appointment

2. Mrs. Rekha Chauhan who meets the criteria of Independence as provided under section 149(6) of the Companies Act, 2013 is appointed as Independent Director.

3. Mr. Ravi Berry who meets the criteria of Independence as provided under section 149(6) of the Companies Act, 2013 is appointed as Independent Director.

FIXED DEPOSITS

The company has not accepted deposits from the public during the year under review.

CEO/CFO CERTIFICATION

The compliance to the requirement of clause 49 of the Listing agreement entered with the stock exchanges, the managing director has submitted to the board a certificate relating to financial statements and other matters as envisaged in the said clause.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management, conform that:

1. In preparation of the Annual accounts, the applicable accounting standards have been followed;

2. In order to provide a true and fair view of the state of affairs of the Company as on March 31, 2014 and the profits for the year ended on that date, reasonable and prudent judgments and estimates have been made and generally accepted accounting policies have been selected and consistently applied.

3. For safeguarding the asset of the assets of the Company and preventing and detecting any material fraud and irregularities, Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956;

4. The annual accounts presented to the members have been prepared on a going concern basis.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company''s Auditors confirming compliance is set out in the Annexure forming part of this report.

STATUTORY AUDITORS & AUDITOR''S REPORT

M/s Sanjay Braharua & Associates, Chartered Accountants, the present Statutory, Auditors retire at the ensuing Annual General Meeting and are eligible for re-appointment. The company proposes to re-appoint M/s Sanjay Braharua & Associates, chartered accountants, as statutory Auditors of the company from the conclusion of the ensuing annual general meeting upto the conclusion of the twenty third annual general meeting of the company. In respect of the observations made by the auditors in their report, your directors wish to state that the respective notes to the accounts read with the relevant accounting policies are self-explanatory and therefore do not call for any further comments.

COST AUDITORS

The company does not require cost auditor.

LISTING OF SHARES

As your company''s shares are listed on BSE Ltd., Delhi Stock Exchange Ltd. and Ahmadabad Stock Exchange Ltd. and is enjoying active status. Listing Fees for and upto the year 2013-14, has been paid to these stock exchanges.

SHAREHOLDER INITIATIVES

Your company adheres strictly to all the statutory and other legal compliances. Your company has been one of the first to implement any initiatives for shareholder benefit directed from SEBI. On occurrence of any event, which has a bearing on the share price or otherwise, your company intimates the stock exchanges, within stipulated period. Your company has in place regulations for preventing and regulating insider trading and has adhered to a code of conduct and business ethics by which the shareholder is treated at par with an employee on availability of information about the company.

Your company has been prompt and regular in its replies to your queries. Your company also replies within the stipulated time to all legal and statutory authorities. The total number of shares dematerialised as on 31st March, 2014 are shares which represent of the shares of the company.

PARTICULARS OF EMPLOYEES

There is no employee of the company requiring Information as prescribed under section 217 (2A) of the companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, amended from time to time forms part of this report.

Your company always places greater importance to manage its affairs with highest level of transparency, accountability and integrity and maintain high standards of corporate governance on sustained basis. Your company is committed to its social responsibilities.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information pursuant to Section 217(1) (e) of the companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo are provided hereunder:-

(i) Your company is in the business of dealing in shares and DP. As such, information about CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION is not applicable on the company

(ii) There is NIL figure on account of Foreign exchange earnings and outgo during the year under review.

CAUTIONARY STATEMENT

Statements in this Management Discussion and analysis describing the Company''s Objectives, projections, estimates and expectations may constitute "Forward looking statements" within the meaning of applicable Laws and regulations. Actual results might differ materially from those either expressed or implied.

ACKNOWLEDGEMENTS

Your Directors acknowledge the significant contribution made by the employees of the company at all levels towards its overall success. The Directors also take this opportunity to place on record their appreciation to all stakeholders, bankers and Clients for their continued support to the company.

For and on behalf of the Board

PLACE: Gurgaon (Kiran Goyal) DATE: 1st September, 2014 Managing Director