Directors Report of Naman In-Store (India) Ltd.

Mar 31, 2025

Your Board of Directors (hereinafter referred as the âBoardâ) is pleased to present the 15^th Annual Report on the business
and operations of the Company, together with Audited Financial Statements of Naman In-Store (India) Limited (âCompanyâ)
for the Financial Year ended 31^st March 2025 (hereinafter referred as the âFinancial Yearâ or âYear under Reviewâ).

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The salient features of the Company''s financial results compared to the previous financial year is abridged as follows:

Amount in INR. Lakhs

Particulars	Year ended 31^st March 2025	Year ended 31^st March 2024
Revenue from operation	15,562.86	14,474.40
Other Income	149.85	12.55
Profit Before Interest and Depreciation	1621.77	2115.72
Finance Costs	375.72	428.03
Depreciation	396.02	388.96
Profit Before Taxation and exceptional items	850.03	1298.73
Less: Exceptional Items	-	65.77
Profit before tax	850.03	1232.96
Less: Current Tax	259.09	337.22
Less: Deferred Tax	(39.01)	(31.47)
Less: Prior year tax adjustments	1.99	0.01
Profit For the Year After Tax	627.95	927.20
Earnings Per Share (Pre-Bonus) (Face Value of Shares is INR.10/-)
Basic	5.34	11.99
Diluted	5.34	11.99
Earnings Per Share (Post Bonus) Face Value of Shares is INR.10/-)
Basic	5.34	11.99
Diluted	5.34	11.99

The aforesaid financial summary is based on the Standalone Audited Financial Statements of the Company for the
Financial Year ended 31^st March 2025 prepared in accordance with the Generally Accepted Accounting Principles
(GAAP) in India under the historical cost convention on an accrual basis. These financial statements have been prepared
to comply in all material aspects with the accounting standards notified under the Companies (Accounting Standards)
Rules, 2021, specified under Section 133 and other relevant provisions of the Companies Act, 2013.

2. STATE OF COMPANYâS AFFAIRS

Naman In-store (India) Limited is one of the India''s prominent display and retail furniture and fixture company with a
broad spectrum of offerings and in-store solutions to various industries and retail stores majorly in corporate segment.
During the year the Company has generated revenue from the operations of INR. 15,562.86 Lakhs compared to
previous year of INR. 14,474.40 Lakhs and earned net profit after tax INR. 627.95 Lakhs as compared with the
corresponding figures in the previous year of INR. 927.20 Lakhs.

3. CHANGE IN NATURE OF BUSINESS, IF ANY

During the financial year under review, there has been no change in the nature of the business of the company.

4. TRANSFER TO RESERVES

Your Company has not transferred the profits for year ended March 31, 2025, to Reserves.

5. DIVIDEND

Considering the future expansion plan and fund requirements, your directors consider it prudent not to declare the
dividend for Financial Year 2024-25.

6. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There were no funds required to be transferred to the Investor Education and Protection Fund (IEPF).

7. SHARE CAPITAL
Authorised Share Capital

During the Financial Year, the authorised share capital of the company has been increased from INR. 11,00,00,000/-
(Indian Rupees Eleven Crores only) consisting of 1,10,00,000 (One Crore and Ten Lakhs) equity shares of INR. 10/-
(Indian Rupees Ten only) each to INR. 15,00,00,000/- (Indian Rupees Fifteen Crores only) consisting of 1,50,00,000
(One Crore and Fifty Lakhs) equity shares of INR.10/- (Indian Rupees Ten only) each.

As on 31^st March 2025, the Authorised Capital of the Company is INR. 15,00,00,000/- (Indian Rupees Fifteen Crores
only) consisting of 1,50,00,000 (One Crore and Fifty Lakhs) equity shares of INR.10/- (Indian Rupees Ten only) each.

Issued, Subscribed and Paid-up Share Capital

Initial Public Offer:

The Company raised Rs.25,34,72,000/- (Rupees Twenty-Five Crore Thirty-Four Lakhs Seventy-Two Thousand only)
from the primary capital market through an Initial Public Offer (âIPOâ) of equity shares of Rs.10/- (Rupees Ten only)
each at a premium of Rs.79/- (Rupees Seventy-Nine only) each. The equity shares of the Company were listed on the
NSE Emerge Platform on 2^nd April 2024. The Funds received pursuant to IPO, shall be utilised towards the objects
stated in the Prospectus.

The Board further like to appraise that in the last Annual General Meeting held on 27^th September 2024, the
Shareholders of the Company has approved the variation in terms of objects as stated in the prospectus. The revised
objects are as under:

Modified Objects	Revised Allocated	Amount Utilized till	Amount Unutilized
	Amount	31^st March 2025	till 31^st March 2025
	(Rs. Lakhs)	(Rs. Lakhs)	(Rs. Lakhs)
Funding of Capital Expinditure for purchase of land for setting up a new Manufacturing/ Factory Unit in Gat No. 18/2, 31, 32, 33, 34/1, 34/2, 35, 36/1, Village Chambale, Taluka Wada, Dist. Palghar, Maharashtra: 421312	549.03	549.03
Construction of factory building at Village Chambale, Taluka Wada	1113.79	-	1113.79
Stamp Duty, Registration & Other Statutory Expenses	37.18	37.18	-
General Corporate Purpose	584.72	584.72	-
Public Issue Expenses	250	250	-

Preferential Issue:

During the Financial Year, the Company has issued and allotted 25,17,980 (Twenty-Five Lakhs Seventeen Thousand
Nine Hundred Eighty) fully paid-up Equity Shares of the company having face value of INR.10/- (Indian Rupees Ten
only) each at INR. 139/- (Indian Rupees One Thirty - Nine only) per share (including securities premium of INR.129/-
(Indian Rupees Twenty-Nine Only) per Equity Shares, aggregating to INR. 34,99,99,220/- (Indian Rupees Thirty - Four
Crores Ninety-Nine Lakhs Ninety- Nine Thousands Two Hundred Twenty only) under Preferential Issue as approved
by Regulatory Authority and filed with the Stock Exchange viz. National Stock Exchange of India Limited at Emerge
platform (âNSE Emergeâ).

Given below is the Details of the Equity Shares issued and allotted:

Name of the Investor	Number of Shares Issued & Allotted	Consideration (Rs.)	Date Of Allotment	% of total Shareholding post allotment
Ashish Rameshchandra Kacholia	10,79,135	14,99,99,765/-	7^th October 2024	8.26%
RBA Finance & Investment Co	10,79,135	14,99,99,765/-	7^th October 2024	8.26%
Ramakrishnan Ramamurthi	3,59,710	4,99,99,690/-	7^th October 2024	2.75%

The object of the proceeds of the Preferential Issue is as under:

Particulars	Amount in Lakhs	Amount Utilized till 31^st March 2025
General Corporate Purpose	Rs.850/-	Rs.850/-
Working Capital	Rs.2649.99/-	Rs.1650/-

Employee Stock Option Scheme (âESOSâ):

The Board of Directors of the Company in their meeting held on 7^th March 2025 has considered and approved the
Employee Stock Option Scheme to create, offer, issue, and allot in one or more tranches under the said ESOS Scheme
at any time to or for the benefit of Eligible Employees (as defined under the ESOS Scheme) of the Company 7,00,000
(Seven Lakhs) Options exercisable into equal number of Equity Shares in the Company (âPool of Optionsâ or âESOS
Poolâ. The Shareholders approval for the same was obtained through postal ballot on 12^th April 2025. As on the date
of this report the Company has applied for the In-principle Approval of the Stock Exchange where the shares of the
Company are listed. The Company has not granted any Options to any employee as on the date of this report.

As on 31^st March 2025, the Issued, Subscribed and Paid-up equity share capital of the Company is INR. 13,06,59,800/-
(Indian Rupees Thirteen Crores Six Lakhs Fifty-Nine Thousand and Eight Hundred Only) divided into 1,30,65,980
equity shares of INR.10/-(Indian Rupees Ten Only) each.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 & Schedule V Para B of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, (hereinafter referred as âSEBI LODR 2015â or â SEBI Listing Regulationsâ)
Management''s Discussion and Analysis Report, for the financial year under review, is presented in as separate section
forming part of this Board Report, is attached as ANNEXURE I.

9. PARTICULARS OF EMPLOYEES

In terms of section 197 of the Act read with rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the disclosures with respect to the Remuneration of Directors, Key Managerial Personnel
and Employees of the Company, forming the part of this Annual Report are attached as ANNEXURE II to this Board''s
Report. Further, statement containing details of employees as required in terms of section 197 of the Act read with
rule 5(2) and rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also
included therein.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) BOARD OF DIRECTORS:

The Board comprises of Ten (10) directors of which Four (4) are Whole Time Directors; One (1) Chairman &
Managing Director; and Five (5) are Independent Directors as on 31^st March 2025, who bring in a wide range of
skills, expertise and experience to the Board.

During the financial year 2024-2025 under review the Company has received Form MBP-1 from all Directors as
required under the provisions of Section 184 (1) of the Companies Act, 2013 read with Companies (Meetings of
Board and its Powers) Rules, 2014 which mandates that each director discloses his/her interest or concern in any
company, body corporate, firm, or other association of individuals.

Further, the Directors of the Company have made necessary disclosures, as required under various provisions of
the Companies Act, 2013 and SEBI LODR, 2015.

b) Key Managerial Personnel (KMP)

Mr. Ritik Madnani resigned from the office of Company Secretary & Compliance Officer with effect from 31^stJanuary 2025. The company places on record its appreciation for the valuable services rendered by him during
the tenure.

The Board appointed Ms. Roshni Tiwari, as the Company Secretary and Compliance Officer of the Company with
effect from 22^nd April 2025. She is a qualified Company Secretary and a member of the Institute of Company
Secretaries of India (ICSI) and will act as the Key Managerial Personnel under Section 203 of the Companies Act,
2013.

c) Composition of the Board as on 31^st March 2025

Sr. No.	Name of Director	DIN	Category of Directors
1.	Raju Mathuradas Paleja	03093108	Chairman & Managing Director
2.	Jay Jitendra Shah	07223478	Whole Time Director
3.	Foram Rupin Desai	08768092	Whole Time Director
4.	Abdul Shahid Shaikh	08881850	Whole Time Director
5.	Mehul Dipakbhai Naik	08881884	Whole Time Director
6.	Anand Sawroop Khanna	03010112	Independent Director
7.	Rakeshkumar Dinesh Mishra	06919510	Independent Director
8.	Harshangiben Pravinsinh Solanki	10377985	Woman Independent Director
9.	Niraj Omprakash Seth	07425193	Independent Director
10.	Feni Jay Shah	10303831	Woman Independent Director

Based on the confirmation received by the Company, none of the Directors are disqualified to be appointed/ re-appointed
directors in terms of section 164 of the Act.

d) During the year the following changes took place in the Board of Directors/ KMP of the Company.

Sr. No	Name of Director/KMP	Designation	Type of Change	Date of Change	Date of Regularization
1	Sudhir Vasant Soundalgekar	Independent Director	Resignation	24^th January, 2025	Not Applicable
2	Rakeshkumar Dinesh Mishra	Independent Director	Appointment	07^th March 2025	12^th April 2025
3	Ritik Madnani	Company Secretary	Resignation	31^st January, 2025	Not Applicable

e) Changes after the end of Financial Year 2024-25 till the date of this Report:

â¢ Mr. Rakeshkumar Dinesh Mishra resigned from the position of Independent Director with effect from 31^stJuly 2025. The Board appreciated his valuable contribution during his tenure.

â¢ Board of Director at its meeting held on 05^th August 2025 and upon recommendation of Nomination and
Remuneration Committee appointed Ms. Hemali Amit Shah (DIN: 10362856) as an Additional Director in
the Independent Category of the Company, not liable to retire by rotation, whose appointment is subject
to approval of the shareholders at the ensuing Annual General Meeting.

â¢ The Company appointed Ms. Roshni Tiwari as the Company Secretary of the Company with effect from
22nd April, 2025, pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the
applicable rules made thereunder.

f) Declaration from Independent Directors on Annual Basis

The Company has received declarations from all Independent Directors of the Company confirming that they
meet the criteria of independence as prescribed under section 149(6) of the Act and under SEBI (Listing Obligation
and Disclosure Requirements) Regulation, 2015. There has been no change in the circumstances affecting their
status as Independent Directors of the Company and the Board is satisfied with the integrity, expertise, and
experience (including proficiency in terms of section 150(1) of the Act and applicable rules thereunder) of all
Independent Directors on the Board.

The names of all the Independent Directors of the Company have been included in the data bank of Independent
Directors maintained with the Indian Institute of Corporate Affairs in terms of section 150 of the Act read with
rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014 as per the Ministry of Corporate
Affairs Notification dated October 22, 2019.

g) Retirement of Director by Rotation

In accordance with the provisions of section 152(6) of the Act, and Articles of Association of the Company, Mr.
Jay Jitendra Shah and Mr. Mehul Dipakbhai Naik, Whole Time Directors of the Company are liable to retire by
rotation, has offered themselves for re-appointment at the ensuing Annual General Meeting of the Company. A
resolution for their reappointment is being proposed at the Annual General Meeting.

A detailed profile of Mr. Jay Jitendra Shah and Mr. Mehul Dipakbhai Naik, Whole Time Director along with
additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on
General Meetings is provided separately by way of an Annexure to the Notice of the AGM.

h) Number of Board Meetings

During the financial year under the review, 8 meetings of the board of directors of the Company were held as
follows:

Sr. No.	Date of Meeting	No. of Directors Entitled to attend the Meeting	No. of Directors present at the Meeting
1	30.04.2024	10	09
2	28.05.2024	10	10
3	19.08.2024	10	10
4	27.08.2024	10	10
5	07.10.2024	10	09
6	25.10.2024	10	09
7	08.11.2024	10	08
8	07.03.2025	09	08

i) Attendance of Directors in the Meeting:

Name	Category	No. of Board Meetings Attended during the Financial Year
Raju Mathuradas Paleja	Chairman & Managing Director	08
Jay Jitendra Shah	Whole Time Director	03
Foram Rupin Desai	Whole Time Director	08
Abdul Shahid Shaikh	Whole Time Director	08
Mehul Dipakbhai Naik	Whole Time Director	08
Anand Sawroop Khanna	Independent Director	07
Sudhir Vasant Soundalgekar	Independent Director	07
Harshangiben Pravinsinh Solanki	Independent Director	08
Niraj Omprakash Seth	Independent Director	08
Feni Jay Shah	Independent Director	08

11. COMMITTEES OF THE BOARD

a) Audit Committee

The primary role of the Audit Committee includes overseeing the financial reporting process, ensuring the
accuracy and credibility of financial statements, reviewing the appointment and remuneration of auditors,
monitoring related party transactions, and assessing internal controls and risk management systems. The
Committee also scrutinizes inter-corporate loans, evaluates internal audit functions, and ensures compliance
with legal requirements related to financial statements. The Company Secretary of the Company is also the
secretary of the Audit Committee.

The terms of reference in brief for Audit Committee can be accessed via: https://www.namaninstore.com/assets/
pdf/Audit-Committee.pdf

The Audit Committee was constituted on 08^th November 2023 and since then there is no change in the
Composition. Following is the Composition of the Committee as on 31^st March 2025:

Name of the Committee members	Position in the Committee	No. of Meeting Attended	No. of Meeting Entitled to Attend
Feni Jay Shah	Chairperson	06	06
Niraj Omprakash Seth	Member	06	06
Foram Rupin Desai	Member	06	06

During the Financial Year, the Audit Committee meetings were held on 19.04.2024, 28.05.2024, 19.08.2024,
27.08.2024, 25.10.2024 and 08.11.2024.

b) Nomination and Remuneration Committee

Nomination and Remuneration Committee (âNRCâ) plays a critical role in shaping the governance and leadership
structure of the company, ensuring that the right individuals are in key positions and that their compensation
aligns with both company goals and regulatory standards. The Company Secretary of the Company is also the
secretary of the Nomination and Remuneration Committee.

The terms of reference in brief for Nomination and Remuneration Committee can be accessed via: https://www.
namaninstore.com/investor.php

The Policy of the Company on Directors'' appointment and Remuneration including criteria for determining
qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3)
of section 178. The Policy is available on the website of the Company:

https://www.namaninstore.com/assets/pdf/Nomination_and_Remuneration_Committee.pdf

The Nomination and Remuneration Committee was constituted on 08^th November, 2023 and since then there is
no change in the Composition. Following is the Composition of the Committee as on 31^st March 2025:

Name of the Directors	Position in the Committee	No. of Meeting Attended	No. of Meeting Entitled to Attend
Feni Jay Shah	Chairperson	03	03
Niraj Omprakash Seth	Member	03	03
Anand Sawroop Khanna	Member	03	03

During the Financial Year, the Nomination and Remuneration Committee meetings were held on 29.04.2024,
27.08.2024 and 07.03.2025.

c) Stakeholder Relationship Committee

Pursuant to the Act and SEBI LODR, 2015 the Stakeholder Relationship Committee was constituted on 24^thNovember 2023 and since then there is no change in the Composition. Following is the Composition of the
Committee as on 31^st March 2025:

Name of the Directors	Position in the Committee	No. of Meeting Attended	No. of Meeting Entitled to Attend
Feni Jay Shah	Chairperson	01	01
Niraj Omprakash Seth	Member	01	01
Anand Sawroop Khanna	Member	01	01
Raju Mathuradas Paleja	Member	01	01

The terms of reference in brief for Stakeholder Relationship Committee can be accessed via: https://www.
namaninstore.com/assets/pdf/Stakeholders_Relationship_Committee_Policy.pdf

This Committee specifically looks into the grievances of equity shareholders of the Company.

During the Financial Year, the Stakeholder Relationship Committee meeting was held on 28.03.2025.

d) Corporate Social Responsibility Committee

This Committee sets out the Company''s commitment and approach towards Corporate Social Responsibility
which is based on our philosophy of always acting in the interest of others be it our clients, employees, or
society. The Company is committed to society to improve the quality of life of the communities we serve. The
Company intends to be a significant contributor to CSR initiatives by devising, implementing, and contributing
to projects focused on education, enhancement of livelihood, equality, environmental sustainability, and socioÂ¬
cultural development in the areas where it operates.

The Corporate Social Responsibility Committee was constituted on 24^th November 2023 and since then there is
no change in the Composition. Following is the Composition of the Corporate Social Responsibility Committee
as on 31^st March 2025:

Name of the Directors	Designation	No. of Meeting Attended	No. of Meeting Entitled to Attend
Niraj Omprakash Seth	Chairperson	01	01
Anand Sawroop Khanna	Member	01	01
Raju Mathuradas Paleja	Member	01	01

During the Financial Year, the Corporate Social Responsibility Committee meeting was held on 03.03.2025.

12. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the Annual Performance Evaluation
of the Directors individually as well as working of its Committees. A structured questionnaire was prepared after taking
into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as
adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specified
duties, obligations and governance. The exercise was carried out to evaluate the performance of individual Directors,
who were evaluated on parameters such as level of engagement and contribution, independence of judgment,
safeguarding the interest of the Company etc. The Independent Directors of the Company met on February 28, 2025
without the presence of Non Independent Directors and members of the management to review the performance
of Non Independent Directors and the Board of Directors as a whole; to review the performance of the Chairman
and Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information
between the management and the Board. The performance evaluation of the Independent Directors was carried out
by the entire Board. The performance of the Board and its Committees were found satisfactory and in line with the
expectations of the Company.

13. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/ brochures, reports and internal policies to enable them
to familiarize with the Company''s procedures and practices, the website link is https://www.namaninstore.com/.

14. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (âCSRâ) Expenditure as approved and recommended by the Corporate Social
Responsibility Committee has been incurred for the financial year, as per the Corporate Social Responsibility Policy of
the Company. A Report on Corporate Social Responsibility is attached as ANNEXURE III to this Board Report.

The Chief Financial Officer has certified that the funds disbursed have been utilized for the purpose and in the manner
approved by the Board for financial year ended on 31^st March 2025.

15. DIRECTORSâ RESPONSIBILITY STATEMENT

As required under section 134(5) of the Act, for the financial year ended on 31^st March 2025, the Directors hereby
confirm that:

a) In the preparation of the annual accounts for the financial year ended 31^st March 2025, the applicable
accounting standards read with the requirements set out under Schedule III to the Act, have been followed
and there are no material departures from the same;

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

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

d) The directors had prepared the annual accounts on a âgoing concern'' basis;

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

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

16. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of The Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company had set up the
Internal Complaints Committee (âICCâ) to redress complaints received regarding sexual harassment.

Composition of the Internal Complaints Committee:

Name	Position in Committee	Designation
Ms. Foram Rupin Desai	Presiding Officer	Whole time Director
Ms. Pinky Chouhan	Member	HR Manager
Ms. Harshada Patil	Member	Production Executive

Mr. Ashok Tiwari

External Member

Advocate

During the financial year under review:

1. Number of complaint pending during the year -Nil

2. Number of such complaint disclosed during the year- Nil

3. Number of cases pending for the a period exceeding ninety days -Nil
Number of employees as on the closure of the financial year:

Female	20
Male	104
Transgender	NIL

17. MATERNITY BENEFIT FOR WOMEN AT WORKPLACE

Pursuant to the amendment notified by the Ministry of Corporate Affairs vide MCA Notification G.S.R. 357(E), dated
30th May 2025 (Companies (Accounts) Second Amendment Rules, 2025), effective from 14th July 2025, the Board
hereby confirms that the Company is in full compliance with the provisions of the Maternity Benefit Act, 1961.
Appropriate policies and practices regarding maternity leave entitlements, nursing breaks, return-to-work support,
and related benefits are in place and adhered to during financial year 2024-25

18. PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS

The Company has not made any Investment, given guarantee and securities during the financial year under review.
There for no need to comply provisions of section 186 of Companies Act, 2013.

19. DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with
the Companies (Acceptance of Deposits) Rules, 2014. Thus, the Board states that no disclosure was required in respect
of the details relating to deposits covered under Chapter V of the Companies Act, 2013.

However, the Company has receipts of money which are covered under the exemption of Deposits under Companies
(Acceptance of Deposits) Rules, 2014, and the same is also disclosed in the e-form DPT-3 for the financial year 2024Â¬
25.

20. PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all transactions/contracts/arrangements of the nature as specified in Section 188(1)
entered during the financial year were in the Ordinary Course of the Business and on Arm''s Length basis.

The disclosure of particulars of contracts/arrangements entered by the Company with related parties referred to in
section 188 of the Companies Act, 2013 are attached as ANNEXURE IV to this Board Report in Form AOC-2.

21. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company. Since the Company has no
Subsidiaries, Associates or joint Venture Companies, it does not require providing Consolidated Financial Statements.

22. INVESTOR COMPLAINTS AND COMPLIANCE

The Company received nil investor complaints during the financial year and the same was submitted to NSE Emerge
under the SEBI LODR, 2015.

23. PROVISION OF FINANCIAL ASSISTANCE TO THE EMPLOYEES OF THE COMPANY FOR THE PURCHASE OF ITS
OWN SHARES

The Company has not provided any financial assistance to its employees as per section 67 of the Act.

24. RISK MANAGEMENT FRAMEWORK

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

25. SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable secretarial Standards issued by the
Institute of Company Secretaries of India (âICSIâ).

26. STATUTORY AUDITOR

M/s. Rushabh Davda & Associates, Chartered Accountants (Firm Registration No. 156559W), have been appointed
as the Statutory Auditors of the Company for a period of five (5) years, from the conclusion of the Annual General
Meeting (AGM) held in the year 2024 until the conclusion of the AGM to be held in the year 2029.

The Statutory Auditor''s Report forms an integral part of the Annual Report. There are no audit qualifications,
reservations, or adverse remarks in the Auditor''s Report for the financial year under review.

27. INTERNAL AUDITOR

M/s. Tarun P. Jain & Associates, Chartered Accountants, (FRN: FRN: 136969W) were appointed as Internal Auditors of
the Company for Financial Year 2024-25.

28. SECRETARIAL AUDITOR AND REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board has appointed CS Bhavesh Chheda, Proprietor of M/s. Bhavesh Chheda
& Associates, Practicing Company Secretary having membership no. A48035 and certificate of practice no. 24147, Peer
Review No. 3343/2023, to conduct the Secretarial Audit for the financial year 2024-25 to 2028-2029. The Company
had provided all assistance and facilities to the Secretarial Auditor for conducting their audit and the report of the
Secretarial Auditor for the financial year 2024-25 is annexed herewith and marked as Annexure V to this Report. There
are no qualifications, reservations or adverse remarks made by Secretarial Auditor in the Secretarial Audit Report.

29. INTERNAL FINANCIAL CONTROL AND ADEQUACY

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its
operations. The internal control system is in place with respect to its financial statement which provides reasonable
assurance regarding reliability of financial reporting and the preparation of financial statements. Procedures and
controls are reviewed periodically.

30. DISCLOSURE OF ACCOUNTING TREATMENT

The financial statement of the Company for the financial year 2024-25 have been prepared with accounting policies
generally accepted in India (Indian GAAP). These financial statements have been prepared to comply in all material
respects specified under section 133 of the Companies Act, 2013 read with rule 7 of the Companies (Accounts) Rules,
2014, and Companies (Accounting Standards) Rules, 2021 as amended from time to time.

31. MAINTENANCE OF COST RECORDS

The maintenance of Cost Records as specified by the Central Government under section 148(1) of the Act is not
applicable to the Company as the company does not fall under any of the category prescribed under section 148(1) of
the Act. Hence, the maintenance of the cost records as specified by the Central Government under section 148(1) of
the Act is not required and accordingly, such accounts and records are not made and maintained. Hence, the Company
has not appointed any Cost Auditor during the financial year.

32. REPORTING OF FRAUD BY AUDITOR

During the financial year under review, the statutory auditors have not reported any instances of fraud committed
against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s
Report, as per Section 143 (12) of the Companies Act, 2013.

33. COMPLIANCE WITH THE CODE OF CONDUCT AND ETHICS

In compliance with the Listing Regulations and Act, the Company has framed and adopted a code of conduct and
ethics (âThe Codeâ). The Code applies to the members of the Board, the executive officers and all the employees of the
Company. All the members of the Board and Senior Management Personnel have affirmed compliance to the code for
the Financial Year ended on 31^st March 2025.

34. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015 (âSEBI PIT Regulations 2015â) and amendments thereto, the Board has formulated and implemented a Code of
Conduct to regulate, monitor and report trading by its designated person and other connected person and Code of
Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information (âUPSIâ). The trading window

is closed during the time of declaration of results and occurrence of any material events as per the code. The same is
available on the Company''s website and can be accessed through web link https://www.namaninstore.com/investor.
php

Further, as per the provisions of regulation 3 of SEBI PIT Regulations 2015 the structured digital database (âSDDâ)
is maintained by the Company in the Prohibition of Insider Trading Archive Compliance Software for the purpose of
maintaining record of UPSI shared with various parties on need to know basis for legitimate purposes with date and
time stamp containing all the requisite information that needs to be captured in SDD.

35. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Pursuant to the provisions of section 177 (9) & (10) of the Act read with rule 7 of Companies (Meetings of Board and
its Powers) Rules, 2014 and SEBI LODR, 2015, the Company has in place a Whistle Blower Policy, which provides
for a framework to report the genuine concerns against the suspected or confirmed fraudulent activities, allegations
of corruption, violation of the Company''s Code of Conduct. The Company will provide adequate safeguards against
victimization of persons who use this mechanism. Such persons shall have direct access to the Chairman of the Audit
Committee when appropriate.

During the financial year under the review, there were no complaints received by the Chairman of the Audit Committee.
The Whistle Blower Policy is disclosed on the website of the Company at https://www.namaninstore.com/.

36. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER THE CLOSE OF THE
FINANCIAL YEAR

There have been no material changes affecting the financial position of the Company after the close of the financial
year.

37. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern
status and Company''s operations in future.

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

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

a) Conservation of Energy

The Company''s operations are involved in manufacturing process and are energy-intensive and the Company
have taken adequate steps to conserve its energy consumption.

b) Technology Absorption

Operations of the Company involves the market grade, industrial machinery and equipment and is at par with the
current dated technology, as such the Company do not involve any kind of special technology and there was no
expenditure on research & development during this financial year.

c) Foreign Exchange Earnings and outgo

The Foreign Exchange earnings and outgo during the financial period ended 31^st March 2025 is as follows:

Particulars	As on 31^st March 2025	As on 31^st March 2024
	(In INR.)	(In INR.)
Foreign Exchange Earnings	41,230,023	32,94,973
Foreign Exchange Outgo	128,046	41,70,647

39. CORPORATE GOVERNANCE REPORT

In accordance with Regulation 15(2) of SEBI LODR, 2015, the requirement of compliance with respect to specified
Corporate Governance provisions are not applicable to the Company as the Company has been listed on the SME
exchange at NSE Emerge with effect from April 02, 2024.

40. DISCLOSURES AS PER SCHEDULE V PARA A (2A) OF THE SEBI (LODR) REGULATIONS, 2015

In accordance with Regulation 34(3) read with Schedule V Para A (2A) of the SEBI LODR, 2015 the additional disclosure

relating to disclosure of transactions of the listed entity with any person or entity belonging to the promoter/ promoter
group which holds 10% or more shareholding in the Company are already provided in the financial statements of the
Company.

41. ANNUAL RETURN

Pursuant to section 92(3) read with section 134(3) of the Act, the Annual Return is available on the Company''s website
and can be accessed at https://www.namaninstore.com/investor.php once the same is filed with the Ministry of
Corporate Affairs. The Annual Return as prescribed under the Act will be filed with the Registrar of Companies which
will be available in the public domain on the website of the Ministry of Corporate Affairs i.e. www.mca.gov.in. Further,
a copy of the Annual Return is available for inspection at the registered office of the Company on all working days,
during business hours.

42. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its members are among its most important stakeholders. Accordingly, your Company''s
operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness,
consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall
corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its
corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable
growth and development.

43. CREDIT RATING

During the period under review, there was no credit rating has been revised and no new credit rating has been obtained
by the Company.

44. DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY
CODE, 2016 (âIBCâ)

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the
Company itself under the IBC before the National Company Law Tribunal (NCLT).

45. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN
FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT

There was no instance of one-time settlement with any Bank or Financial Institution.

46. GREEN INITIATIVE IN CORPORATE GOVERNANCE:

The Ministry of Corporate Affairs (âMCAâ) has undertaken a green initiative in Corporate Governance by allowing
paperless compliances by the Companies and has permitted the service of Annual Reports and documents to the
shareholders through electronic mode subject to certain conditions and the Company can send Annual Reports
and other communications in electronic mode to the members who have registered their email addresses with the
Company.

â¢ ACKNOWLEDGMENT

Your Board of Directors take this opportunity to express their appreciation to all stakeholders of the Company
including the Ministry of Corporate Affairs, Securities and Exchange Board of India, the Government of
India, National Stock Exchange of India Limited and other Regulatory Authorities, Bankers, Lenders, Financial
Institutions, Members, Credit Rating agencies, Customers of the Company for their continued support and
trust. Your directors would like to express deep appreciation for the commitment shown by the employees
in supporting the Company in achieving continued robust performance on all fronts. In closing, we would like
to thank all the investors as well as the communities we operate in who have reposed their trust in us and
supported us in our journey.

For and Behalf of the Directors of Naman In-Store (India) Limited

Sd/- Sd/-

Raju Mathuradas Paleja Foram Rupin Desai

Managing Director Whole Time Director

DIN:03093108 DIN:08768092

Date: 22-08-2025
Place: Vasai

Mar 31, 2024

The Board of Directors of the Company (hereinafter referred as the âBoardâ) are pleased to present the Companyâs Annual Report on the business & operations of the Company, together with Audited Financial Statement for the financial year ended 31^st March 2024 (hereinafter referred as the "Financial Yearâ or "Year Under Reviewâ).

Financial Summary and Highlights

The Companyâs financial performance for the year ended 31^st March 2024, is abridged as follow:

Amount in Lakhs (Rs.)
Particulars	Year ended 31^st	Year ended 31^st
Particulars	March 2024	March 2023
Revenue from operation	14,474.40	14,984.57
Other income	12.55	8.93
Total expenses	12,371.23	13,876.90
Profit Before Interest and Depreciation	2,115.72	1,116.61
Finance Costs	428.03	310.43
Depreciation	388.96	234.97
Profit Before Taxation and exceptional items	1,298.73	571.21
Less: Exceptional Items	65.77	0.41
Profit before tax	1,232.96	570.80
Less: Current Tax	337.22	125.48
Less: Deferred Tax	(31.47)	20.29
Less: Prior year tax adjustments	0.01	(10.44)
Profit For the Year After Tax	927.20	435.46
Earnings Per Share (Pre-Bonus) (Face Value of Shares is Rs.10/-)
Basic	11.99	31.10
Diluted	11.99	31.10
Earnings Per Share (Post Bonus) Face Value of Shares is Rs.10/-)
Basic	11.99	5.66
Diluted	11.99	5.66

During the year the Company has generated revenue from the operations of Rs. 14,474.40 Lakhs compared to last previous financial year of Rs. 14,984.57 Lakhs (Including other Income) and earned net profit after tax Rs. 927.20 Lakhs as compared with the corresponding figures in the previous year of Rs. 435.46 Lakhs.

Dividend

Considering the future expansion plan and fund requirements, your directors consider it prudent not to declare the dividend for financial year 2023-24.

Transfer to Reserves

During the financial year under review, your Company has a profit of Rs. 927.20 Lakhs, and such amount is proposed to be transferred to the Profit & Loss Account under the head Reserves & Surplus.

Change in nature of Business

During the financial year under review, there was no change in the nature of business of the Company.

Share Capital> Authorised Share Capital

During the financial year under review, the Company has increased the authorised share capital from Rs.1,50,00,000/-(Rupees One Crore Fifty Lakhs only) to Rs. 11,00,00,000/- (Rupees Eleven Crores only) vide passing ordinary resolution at Annual General Meeting (hereinafter referred as the âAGMâ) of the Company held on 30^th September 2023. Hence the authorised share capital of the Company as of 31^st March 2024 was Rs. 11,00,00,000/- (Rupees Eleven Crores only) consisting of 1,10,00,000 (One Crore and Ten Lakhs) equity shares of Rs.10/- (Rupees Ten only) each.

> Issued, Subscribed and Paid-up Share Capital

During the financial year under review, following are the changes occurred, in the Issued, Subscribed and Paid-up

Share Capital of the Company:

â¢ The Company has issued 63,00,000 (Sixty Three Lakhs) fully paid Bonus shares having face value Rs. 10/-(Rupees Ten each) from the amount standing to the credit balance of Profit and Loss account under the head Reserves and Surplus, to the existing shareholders, holding equity shares of the Company in proportion to of nine (9) fully paid shares for every two (2) held to person whose names are mentioned in the Register of Members as on prescribed record date.

â¢ The Company has issued and allotted 28,48,000 (Twenty-Eight Lakhs Forty-Eight Thousand) equity shares of Rs.10/- (Rupees Ten only) each at Rs. 89/- (Rupees Eighty-Nine only) per share (including securities premium of Rs.79/- (Rupees Seventy-Nine Only) under Initial Public Offer (âIPOâ) as approved with regulatory authority and with the stock exchange viz. National Stock Exchange of India Limited at Emerge platform (âNSE Emergeâ) and approved in the board meeting dated 28^th March 2024.

The Issued, Subscribed and Paid-up equity share capital of the Company is Rs. 10,54,80,000/- (Rupees Ten Crore Fifty Lakhs and Eighty Thounsand Only) divided into 1,05,48,000 equity shares of Rs.10/-(Rupees Ten Only) each as of 31^st March 2024.

Management Discussion and Analysis Report

Pursuant to Regulation 34 & Schedule V Para B of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (hereinafter referred as "SEBI LODR, 2015" or "Listing Regulations") Management''s Discussion and Analysis Report, for the financial year under review, is presented in as separate section forming part of this Board Report, is attached as Annexure I.

Initial Public Offer

The Company raised Rs. 25,34,72,000/- (Rupees Twenty Five Crore Thirty Four Lakhs Seventy Two Thousand only) from the primary capital market through an Initial Public Offer (âIPOâ) of equity shares of Rs. 10/- (Rupees Ten only) each at a premium of Rs. 79/- (Rupees Seventy-Nine only) each. The equity shares of the Company were listed on the NSE Emerge Platform on 2^nd April 2024. The Funds received pursuant to IPO, shall be utilised towards the objects stated in the Prospectus.

The Summary of the objects stated in the Prospectus:

(Rs. In Lakhs)
Particulars	Amount	% of Net Proceeds¹
Funding capital expenditure of our Company to acquire land on leasehold basis at Butibori, MIDC Industrial area Nagpur, Maharashtra and proposes to shift the existing manufacturing facilities of the Company	466.83	20.43
Construction of Factory Building	1217.89	53.31
General Corporate Purpose	600.00	26.26
Total	2284.72	100

Directors and Key Managerial Personnel

The Board comprises of Ten (10) directors of which Four (4) are Whole Time Directors; One (1) is Chairman & Managing Director; Five (5) are Independent Directors as on March 31, 2024, who brings in a wide range of skills, expertise and experience to the Board.

During the financial year 2023-2024 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified; to hold office as director disqualified as per provision of Section 164(2) of the Companies Act, 2013 and debarred from holding the office of a Director pursuant to any order of the SEBI or any such authority in terms of SEBI''s Circular No. LIST/COMP/14/2018-19 dated 20th June 2018 on the subject âEnforcement of SEBI orders regarding appointment of Directors by Listed Companiesâ

The Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI LODR, 2015.

> Composition of the Board as on 31 March 2024
DIN	Name of Director	Category of Directors
03093108	Raju Mathuradas Paleja	Chairman & Managing Director
07223478	Jay Jitendra Shah	Whole Time Director
08768092	Foram Rupin Desai	Whole Time Director
08881850	Abdul Shahid Shaikh	Whole Time Director
08881884	Mehul Dipakbhai Naik	Whole Time Director
03010112	Anand Sawroop Khanna	Independent Director
09177225	Sudhir Vasant Soundalgekar	Independent Director
10377985	Harshangiben Pravinsinh Solanki	Women Independent Director
07425193	Niraj Omprakash Seth	Independent Director
10303831	Feni Jay Shah	Women Independent Director

Based on the confirmation received by the Company, none of the Directors are disqualified to be appointed/ re-appointed directors in terms of section 164 of the Act.

> During the year following changes took place in the Board of Directors/ KMP of the Company.

Sr. No	Name of Director/ KMP	Designation	Type of Change	Date of Change	Date of Regularization
1	Raju Mathuradas Paleja	Managing Director	Appointment cum Change in Designation from Director to Managing Director	08^th November 2023	08^th November 2023
2	Jay Jitendra Shah	Whole Time Director	Appointment cum Change in Designation from Director to Wholetime Director	24^th November 2023	24^th November 2023
3	Foram Rupin Desai	Whole Time Director	Appointment cum Change in Designation from Director to Wholetime Director	24^th November 2023	24^th November 2023
4	Abdul Shahid Shaikh	Whole Time Director	Appointment cum Change in Designation from Director to Wholetime Director	24^th November 2023	24^th November 2023

Sr. No	Name of Director/ KMP	Designation	Type of Change	Date of Change	Date of Regularization
5	Mehul Dipakbhai Naik	Whole Time Director	Appointment cum Change in Designation from Director to Wholetime Director	24^th November 2023	24^th November 2023
6	Trupti Ketan Gothankar	Chief Financial Officer	Appointment	08^th November 2023	N.A.
7	Feni Jay Shah	Independent Director	Appointment	08^th November 2023	08^th November 2023
8	Niraj Omprakash Seth	Independent Director	Appointment	08^th November 2023	08^th November 2023
9	Ritik Sunil Madnani	Company Secretary & Compliance Officer	Appointment	14^th November, 2023	N.A.
10	Harshangiben Pravinsinh Solanki	Independent Director	Appointment	24^th November, 2023	24^th November, 2023
11	Sudhir Vasant Soundalgekar	Independent Director	Appointment	12^th February, 2024	12^th February, 2024

> Declaration from Independent Directors on an Annual Basis

The Company has received declarations from all Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under section 149(6) of the Act and under regulation 16(1) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.. There has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied with the integrity, expertise, and experience (including proficiency in terms of section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

The names of all the Independent Directors of the Company have been included in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of section 150 of the Act read with rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014 as per the Ministry of Corporate Affairs Notification dated October 22, 2019.

> Retirement of Director by Rotation

In accordance with the provisions of section 152(6) of the Act, and Articles of Association of the Company, Ms. Foram Rupin Desai and Abdul Shahid Shaikh, Whole Time Directors of the Company are liable to retire by rotation, has offered themselves for re-appointment at the ensuing AGM of the Company. A resolution for their reappointment is being proposed at the Annual General Meeting.

A detailed profile of Foram Rupin Desai and Abdul Shahid Shaikh , Whole Time Director along with additional information required under regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the AGM.

> Number of Board Meetings

During the financial year under the review, 21 meetings of the board of directors of the Company were held.
Sr. No.	Date of Meeting	No. of Directors Entitled to attend the Meeting	No. of Directors present at the Meeting
1	23.05.2023	6	6
2	07.07.2023	6	6
3	27.07.2023	6	6
4	20.08.2023	6	6
5	12.09.2023	6	6
6	28.09.2023	6	6
7	04.10.2023	6	6
8	20.10.2023	6	6
9	14.10.2023	6	6
10	08.11.2023	6	6

	Sr. No.	Date of Meeting		No. of Directors Entitled to attend the Meeting	No. of Directors present at the Meeting
11		14.11.2023		8	8
12		20.11.2023		8	8
13		23.11.2023		8	8
14		24.11.2023		8	8
15		27.11.2023		9	9
16		11.12.2023		9	9
17		12.02.2023		9	9
18		16.03.2023		10	10
19		21.03.2024		10	10
20		28.03.2024		10	10
21		28.03.2024		10	10
>	Attendance of Directors in the Meeting
		Name		Category		No. of Board Meetings Attended during the Financial Year
Raju Mathuradas Paleja			Chairman Managing Director			21
Jay Jitendra Shah			Whole Time Director			21
Foram Rupin Desai			Whole Time Director			21
Abdul Shahid Shaikh			Whole Time Director			21
Mehul Dipakbhai Naik			Whole Time Director			21
Anand Sawroop Khanna			Independent Director			21
Sudhir Vasant Soundalgekar			Independent Director			4
Harshangiben Pravinsinh Solanki			Independent Director			7
Niraj Omprakash Seth			Independent Director			11
Feni Jay Shah			Independent Director			11

Committees of the Board > Audit Committee

The primary role of the Audit Committee includes overseeing the financial reporting process, ensuring the accuracy and credibility of financial statements, reviewing the appointment and remuneration of auditors, monitoring related party transactions, and assessing internal controls and risk management systems. The Committee also scrutinizes inter-corporate loans, evaluates internal audit functions, and ensures compliance with legal requirements related to financial statements. The Company Secretary of the Company is also the secretary of the Audit Committee.

The terms of reference in brief for Audit Committee can be accessed via: https://www.namaninstore.com/investor.php

The Audit Committee was constituted on 8^th November 2023 since, there is no change in the Composition, following is the Composition of the Committee as on 31^st March 2024:

Name of the Committee members	Position in the Committee	No. of Meeting Attended	No. of Meeting Entitled to Attend
Feni Jay Shah	Chairperson	4	4
Niraj Omprakash Seth	Member	4	4
Foram Rupin Desai	Member	4	4

During the Financial Year, the Audit Committee meeting was held on 14.11.2023, 20.11.2023, 23.11.2023 and 15.03.2024.

> Nomination and Remuneration Committee

The Company had formulated Nomination and Remuneration Committee (âNRCâ) as per provisions of the Companies Act, 2013 and the SEBI LODR, 2015, the NRC plays a critical role in shaping the governance and leadership structure of the company, ensuring that the right individuals are in key positions and that their compensation aligns with both company goals and regulatory standards. The Company Secretary of the Company is also the secretary of the Nomination and Remuneration Committee.

The terms of reference in brief for Nomination and Remuneration Committee can be accessed via: https://www. namaninstore.com/investor.php

The Policy of the Company on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178. The Policy is available on the website of the Company: https://www.namaninstore.com/investor.php

The Nomination and Remuneration Committee was constituted on 14^th November 2023 since then there is no change in the Composition, following is the Composition of the Committee as on 31^st March 2024:

Name of the Directors	Position in the Committee	No. of Meeting Attended	No. of Meeting Entitled to Attend
Feni Jay Shah	Chairperson	3	3
Niraj Omprakash Seth	Member	3	3
Anand Sawroop Khanna	Member	3	3

During the Financial Year, the Nomination and Remuneration Committee meeting were held on 14.11.2023, 24.11.2023 and 08.02.2024.

> Stakeholder Relationship Committee

The Stakeholder Relationship Committee is a board-level committee responsible for overseeing and resolving the concerns of shareholders, investors, and other stakeholders. Its key functions include handling grievances related to share transfers, dividends, and investor services, ensuring compliance with relevant laws, and maintaining effective communication between the company and its stakeholders. The Committee was constituted... Relationship Committee was constituted on 24^th November 2023 since then there is no change in the Composition, following is the Composition of the Committee as on 31^st March 2024:

Name of the Directors	Position in the Committee	No. of Meeting Attended	No. of Meeting Entitled to Attend
Feni Jay Shah	Chairperson	1	1
Niraj Omprakash Seth	Member	1	1
Anand Sawroop Khanna	Member	1	1
Raju Mathuradas Paleja	Member	1	1

The terms of reference in brief for Stakeholder Relationship Committee can be accessed via: https://www.namaninstore. com/investor.php.

This Committee specifically looks into the grievances of equity shareholders of the Company.

During the financial year, the Stakeholder Relationship Committee meeting was held on 28.03.2024.

> Corporate Social Responsibility Committee

This policy sets out the Company''s commitment and approach towards Corporate Social Responsibility is based on our philosophy of always acting in the interest of others be it our clients, employees, or society. The Company is committed to society for improving the quality of life of the communities we serve. The Company intends to be a significant contributor to CSR initiatives by devising, implementing, and contributing to projects focused on education, enhancement of livelihood, equality, environmental sustainability, and socio-cultural development in the areas where it operates.

The Corporate Social Responsibility Committee was constituted on 24^th November 2023 since then there is no change in the Composition, following is the Composition of the Corporate Social Responsibility Committee as on 31^st March 2024:

Name of the Directors	Designation	No. of Meeting Attended	No. of Meeting Entitled to Attend
Niraj Omprakash Seth	Chairperson	2	2
Anand Sawroop Khanna	Member	2	2
Raju Mathuradas Paleja	Member	2	2

During the Financial Year, the Corporate Social Responsibility Committee meeting were held on 24.11.2023 and 31.03.2024.

Formal annual evaluation of the performance of the Board, its Committees and Directors

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the annual performance evaluation of its performance, the Directors individually as well as working of its Audit, Nomination and Remuneration and Stakeholders'' Relationship Committee. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specified duties, obligations and governance. The exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company etc. The Independent Directors of the Company met on March 28, 2023 without the presence of Non Independent Directors and members of the management to review the performance of Non Independent Directors and the Board of Directors as a whole; to review the performance of the Chairman and Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance of the Board and its Committees were found satisfactory and in line with the expectations of the Company.

Corporate Social Responsibility

The CSR Amount spent is approved and recommended by the Corporate Social Responsibility Committee, as per the Corporate Social Responsibility Policy of the Company. A Report on Corporate Social Responsibility are attached as Annexure III to this Board Report.

The Chief Financial Officer of the Company has certified that the funds disbursed have been utilized for the purpose and in the manner approved by the Board for FY 2024.

Directorsâ Responsibility Statement

As required under section 134(5) of the Act, for the financial year ended on March 31, 2024, the Directors hereby confirm that:

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

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

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

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

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

Prevention of Sexual Harassment of Women at Workplace

The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company had set up the Internal Complaints Committee (âICCâ) to redress complaints received regarding sexual harassment.

During the financial year under review, no complaint was received by the Company.

Particulars of Loan, Guarantee or Investments

As on 31^st March 2024, the Company had investment in the unquoted equity shares of The Cosmos Co-op. Bank Limited, the details of the same are provided in the financials statement of the Company. With the exception of aforementioned information, including the financial statements, there are no loans or guarantees or investments made by the Company as per section 186 of the Act.

Deposits

The Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Thus, the Board states that no disclosure was required in respect of the details relating to deposits covered under Chapter V of the Companies Act, 2013.

However, the Company has receipts of money which are covered under the exemption of deposits under Companies (Acceptance of Deposits) Rules, 2014, and the same is also disclosed in the e-form DPT-3 for the financial year 2023-24.

Transfer of Amounts to the Investors Education and Protection Fund

The Company does not have any funds lying unpaid or unclaimed for seven years. Therefore, no funds were required to be transferred to Investors Education Protection Fund till the date of this Report.

Particulars of Contract or Arrangements with Related Parties

During the year under review, all transactions/contracts/arrangements of the nature as specified in section 188(1) entered during the financial year were in the ordinary course of the business and on arm''s length basis.

The disclosure of particulars of contracts/arrangements entered by the Company with related parties referred to in section 188 of the Companies Act, 2013 are attached as Annexure III to this Board Report in Form AOC-2.

Employee Stock Option

During the financial year the Company has not issued any stock option to its employees.

Subsidiary, Joint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint Venture or Associate Company, since the Company has no Subsidiaries, Associates or Joint Venture Companies, it does not require providing Consolidated Financial Statements.

Investor Complaints and Compliance

The Company received nil investor complaints during the financial year and the same was submitted to NSE Emerge under the SEBI LODR , 2015.

Provision of Financial Assistance to The Employees of the Company for the Purchase of Its own Shares

The Company has not provided any financial assistance to its employees as per section 67 of the Act.

Risk Management Framework

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

Secretarial Standards

During the year under review, the Company has complied with the applicable secretarial standards issued by the Institute of Company Secretaries of India (âICSIâ).

Statutory Auditor

M/s N. D. Shah and Associates, Chartered Accountants (Firm Registration No. 115535W) previous Statutory Auditor of the Company had resigned on 1^st October 2023 due to their pre-occupation in other assignment. The Board had appointed M/s Rushabh Davda & Associates, Chartered Accountant (Firm Registration No. 156559W) as Statutory Auditors of the Company for a period of one (1) year, to fill the Casual Vacancy and the same was ratified by the Members of the Company at the Extra Ordinary General Meeting held on 10^th October, 2023, at a remuneration mutually agreed upon by the Board and the Statutory Auditors. Further M/s Rushabh Davda & Associates, Chartered Accountant (Firm Registration No. 156559W) have confirmed their eligibility and qualifications required under the Act for holding office as statutory auditor of the Company. The statutory auditor shall hold the office till the Conclusion of the Annual General Meeting to be held in the year 2024 and is eligible for appointment for period of 5 years at the ensuing AGM of the Company.

The Statutory Auditor''s Report forms part of the Annual Report. There is no audit qualification, reservation or adverse remark for the financial year under review.

Internal Financial Control and Adequacy

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The internal control system is in place with respect to its financial statement which provides reasonable assurance regarding reliability of financial reporting and the preparation of financial statements. Procedures and controls are reviewed periodically.

Disclosure of Accounting Treatment

The financial statement of the Company for financial year 2023-24 have been prepared with accounting policies generally accepted in India (Indian GAAP). These financial statements have been prepared to comply in all material respects specified under section 133 of the Companies Act, 2013 read with rule 7 of the Companies (Accounts) Rules, 2014 and Companies (Accounting Standards) Rules, 2021 as amended from time to time.

Maintenance of Cost Records

The maintenance of Cost Records as specified by the Central Government under section 148(1) of the Act is not applicable to the Company as the company does not fall under any of the category prescribed under section 148(1) of Act. Hence, the maintenance of the cost records as specified by the Central Government under section 148(1) of the Act is not required and accordingly, such accounts and records are not made and maintained. Hence, the Company has not appointed any Cost Auditor during the financial year.

Reporting of Fraud by Auditor

During the financial year under review, the statutory auditors have not reported any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report, as per section 143 (12) of the Companies Act, 2013.

Compliance with the Code of Conduct and Ethics

In compliance with the Listing Regulations and Act, the Company has framed and adopted a code of conduct and ethics (âThe Codeâ). The Code applies to the members of the Board, the executive officers and all the employees of the Company. All the members of the Board and Senior Management Personnel have affirmed compliance to the code for the financial year ended on March 31, 2024.

Prevention of Insider Trading

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (âSEBI PIT Regulations 2015â) and amendments thereto, the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by its designated person and other connected person and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information (âUPSIâ). The trading window is closed during the time of declaration of results and occurrence of any material events as per the code. The same is available on the Company''s website and can be accessed through web link.

Further, as per the provisions of regulation 3 of SEBI PIT Regulations 2015 the structured digital database ("SDD") is maintained by the Company in the Prohibition of Insider Trading Archive Compliance Software for the purpose of maintaining record of UPSI shared with various parties on need to know basis for legitimate purposes with date and time stamp containing all the requisite information that needs to be captured in SDD.

Whistle Blower Policy/ Vigil Mechanism

Pursuant to the provisions of section 177 (9) & (10) of the Act read with rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI LODR, 2015, the Company has in place a Whistle Blower Policy, which provides for a framework to report the genuine concerns against the suspected or confirmed fraudulent activities, allegations of corruption, violation of the Company''s Code of Conduct. The Company will provide adequate safeguards against victimization of persons who use this mechanism. Such persons shall have direct access to the Chairman of the Audit Committee when appropriate.

During the financial year under the review, there were no complaints received by the Chairman of the Audit Committee. Material Changes Affecting the Financial Position of the Company after the close of the Financial Year Initial Public Offer

The Company made an IPO during the financial year 2023-24, the IPO was successfully subscribed, and the shares of the Company were listed on NSE Emerge. The Company received listing and trading approval on 1st April 2024. The offer size under IPO was 2534.72 Lakhs, that is 28,48,000 number of shares of Rs. 10/- (Rupees Ten only) each at a premium of 79/- (Rupees Seventy Nine only) per Equity Share. Since the IPO has just been completed in the past six months the management of the Company is exploring the best suitable opportunity to utilize the funds raised from the IPO, to achieve maximum Return on Investment from the IPO funds so utilized and maximize the expedition of the Company for expansion and diversification.

Increase in Authorised Share Capital

The Board at its Meeting held on 19th August 2024 approved to increase the existing authorised share capital of the Company from Rs. 11,00,00,000/- (Rupees Eleven Crores only) divided into 1,10,00,000 (One Crore and Ten Lakh) Equity Shares of Face Value of Rs. 10/- (Rupee Ten only) each to Rs. 15,00,00,000/- (Rupees Fifteen Crore only) divided into 1,50,00,000 (One Crore and Fifty Lakh) Equity shares of Face Value of Rs. 10/- (Rupee Ten only) each by the creation of additional 40,00,000 (Forty Lakh) Equity Shares of Rs.10/- (Rupee Ten only) each and alteration in the Capital Clause of Memorandum of Association, subject to necessary approval of the shareholders at the proposed Extra Ordinary General Meeting of the Company to be held on 12th September 2024.

Fund Raising by way of preferential issue

The Board at its Meeting held on 19th August 2024 had approved to raise the funds by way of preferential allotment cum private placement as per section 42, 62(1)(c) of the Companies Act, 2013, read with rule 13 of the Companies (Share Capital and Debentures) Rules, 2014, Chapter V of SEBI (Issue of Capital Disclosure Requirements) Regulations, 2018 (âSEBI ICDRâ), and other applicable provisions, if any.

The proposed funds raised from preferential allotment are intended to be utilized for working capital requirements, general corporate purposes, and other strategic initiatives to enhance the company''s growth and operational efficiency.

The proposed issue size is 25,17,980 equity shares at an issue price of Rs. 139/- (Rupees One Hundred and Thirty-Nine) per share including securities premium, aggregating to a consideration upto Rs. 34,99,99,220/- (Rupees Thirty-Four Crore and Ninety-Nine lakhs Ninety-Nine Thousand Two hundred and Twenty only), on a preferential allotment basis in accordance with the SEBI ICDR Regulations and subject to necessary approval of the shareholders at the proposed Extra Ordinary General Meeting of the Company to be held on 12th September 2024.

Proposed Variation in the objects of the prospectus

In pursuant to section 27 of the Companies Act, 2013 (the âActâ) and other applicable provisions, if any read with rule 32 of the Companies (Incorporation) Rules, 2014 and rule 7 of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The Board at its Meeting held on i.e. on 27th August 2024, has approved varying the terms of the contract or objects in the prospectus. The Board has proposed to alter the object(s) for which the prospectus of the Company dated 28th March 2024 (âthe Prospectusâ) was issued in connection with issue size of 28,48,000 (Twenty-Eight Lakhs Forty-Eight Thousand) Equity Shares of Rs. 10/- (Rupees Ten only) aggregating to Rs. 25,34,72,000/- (Twenty-Five Crore Thirty-Four Lakhs Seventy-Two Thousand only) by way of IPO.

The prospectus of the Company has objects to utilize the proposed funds as capital expenditure to acquire land on leasehold basis at Butibori, MIDC industrial area, Nagpur, Maharashtra and proposes to shift the company''s existing manufacturing facilities and fund the construction of factory building. However, your company has not utilized IPO funds to address the aforementioned objectives as per the prospectus.

The management of the Company, after making a detailed market analysis has identified better option to purchase the land situated at Gat No. 18/2, 31, 32, 33, 34/1, 34/2, 35, 36/1, Village Chambale, Taluka Wada, Dist. Palghar, Maharashtra 421312. Further, the management proposed to gradually shift its existing manufacturing facilities located at Vasai in Maharashtra to Taluka Wada, Palghar, Maharashtra subject to necessary approval of the shareholders of the Company at the proposed Annual General Meeting of the Company to be held on 27th September 2024.

Details of Significant & Material Orders Passed by the Regulators or Courts or Tribunal

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

Particulars of Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

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

> Conservation of Energy

The Company''s operations are involved in manufacturing process and are energy-intensive and the Company have taken adequate steps to conserve its energy consumption.

> Technology Absorption

Operations of the Company involves the market grade, industrial machinery and equipment and is at par with the current dated technology, as such the Company do not involve any kind of special technology and there was no expenditure on research & development during this financial year.

> Foreign Exchange Earnings and outgo

The Foreign Exchange earnings and outgo during the financial period ended 31^st March 2024 is as follows:

	As on	As on
Particulars	31^st March, 2024	31^st March, 2023
	(In Rs.)	(In Rs.)
Foreign Exchange Earnings	32,94,973	-
Foreign Exchange Outgo	41,70,647	-

Corporate Governance Report

In accordance with regulation 15(2) of SEBI LODR, 2015, the requirement of compliance with respect to specified Corporate Governance provisions are not applicable to the Company, as the Company has been listed on the SME exchange at NSE Emerge with effect from April 02, 2024.

Disclosures as per Schedule V Para A (2A) of the SEBI (LODR) Regulations, 2015

In accordance with regulation 34(3) read with Schedule V Para A (2A) of the SEBI LODR, 2015 the additional disclosure relating to disclosure of transactions of the listed entity with any person or entity belonging to the promoter/ promoter group which holds 10% or more shareholding in the Company are provided in the financial statements of the Company.

Annual Return

Pursuant to section 92(3) read with section 134(3) of the Act, the Annual Return is available on the Company''s website and can be accessed at https://www.namaninstore.com once the same is filed with the Ministry of Corporate Affairs. The Annual Return as prescribed under the Act will be filed with the Registrar of Companies which will be available in the public domain on the website of the Ministry of Corporate Affairs i.e. www.mca.gov.in. Further, a copy of the annual return is available for inspection at the registered office of the Company on all working days, during business hours.

Enhancing Shareholders Value

Your Company believes that its members are among its most important stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

Credit Rating

During the period under review, there was no credit rating has been revised and no new credit rating has been obtained by the Company.

Disclosure of Proceedings Pending or Application Made Under Insolvency and Bankruptcy Code, 2016 (âIBCâ)

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the Company itself under the IBC before the National Company Law Tribunal (NCLT).

Disclosure of Reason for Difference Between Valuation Done at the time of taking Loan from Bank and at the time of one time Settlement

There was no instance of one-time settlement with any Bank or Financial Institution.

Acknowledgment

Your Board of Directors take this opportunity to express their appreciation to all stakeholders of the Company including the Ministry of Corporate Affairs, Securities and Exchange Board of India, the Government of India, National Stock Exchange of India Limited and other Regulatory Authorities, Bankers, Lenders, Financial Institutions, Members, Credit Rating agencies, Customers of the Company for their continued support and trust. Your directors would like to express deep appreciation for the commitment shown by the employees in supporting the Company in achieving continued robust performance on all fronts. In closing, we would like to thank all the investors as well as the communities we operate in who have reposed their trust in us and supported us in our journey.

For and Behalf of Directors of Naman In-Store (India) LimitedSd/- Sd/-Raju Mathuradas Paleja Foram Rupin Desai

Managing Director Whole Time Director

DIN:03093108 DIN:08768092

Date: 27.08.2024 Place: Vasai

Net proceeds is the proceeds of the issue less the expenses related to issue amounting Rs. 250 Lakhs.

Adoption and Alteration in Memorandum of Association and Articles of Association

The Company had adopted new set of Memorandum of Association and Articles of Association upon conversion from âPrivate Company'' into âPublic Company''. The Company has also made Alteration in the Capital, Clause V of the Memorandum of Association of the Company by way of increasing its authorised share capital in accordance with the provisions of Companies Act, 2013 (hereinafter referred to as âthe Actâ) AGM held on 30^th September 2023 respectively.

Conversion from Private Limited to Public Limited

During the year under review, the members of the Company at the AGM held on 30^th September 2023 had approved the Conversion of Private Limited to Public Limited, pursuant into approval of the Central Government signifying in writing and certificate of conversion issued by Registrar of Companies, Mumbai Dated 25^th October 2023 pursuant to which the status of the Company had converted from âPrivate Company'' into âPublic Company and name of the Company had been changed from Naman In-Store (India) Private Limited to Naman In-Store (India) Limited.

Particulars of Employee

In terms of section 197 of the Act read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures with respect to the remuneration of Directors, Key Managerial Personnel and employees of the Company, forming the part of this annual report are attached as Annexure II to this Board''s Report. Further, statement containing details of employees as required in terms of section 197 of the Act read with rule 5(2) and rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

IFSC Code
Currency

More Information on Naman In-Store (India) Ltd.

Naman In-Store (India) Ltd. Tools
Bulk Deals
Naman In-Store (India) Ltd. Company Details
Company Profile
Company History
Management Team
Capital Structure
Product Mix
Banker/Auditor/Registrar
Company History
NSE Price History
Naman In-Store (India) Ltd. Key Financial Ratios
Ratios
Naman In-Store (India) Ltd. Results
Half Yearly Results
Annual Results
Naman In-Store (India) Ltd. Financial Data
Audited Results
Cash Flow
Balance Sheet
Naman In-Store (India) Ltd. Reports
Accounting Policies
Auditors Report
Directors Report
Notes To Account
Naman In-Store (India) Ltd. Corporate Announcements
Book Closure
Board Meetings

Notifications

Settings

Clear Notifications