Directors Report of Net Avenue Technologies Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 24^th Annual Report on the business and operations of
the Company and the accounts for the Financial Year ended March 31, 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY:

STANDALONE:

PARTICULARS	31.03.2025	31.03.2024
Income	277,420	269,740
Less: Expenditure	311,916	286,989
Profit before Tax	(34,496)	. (17,249)
Less: Current Tax	--	--
Less: Deferred Tax	--	'' --
Profit after Tax	/%(34,496)	(17,249)

CONSOLIDATED:

PARTICULARS	31.03.2025	31.03.2024
Income	277,420	269,740
Less: Expenditure	319,059	290,680
Profit /Loss before Exceptional Items Tax	(41,639)	(20,940)
Less: Exceptional Items	--	51.30
Profit/Loss before Tax	(41,639)	(15,810)
Less: Current Tax	--	--
Less: Deferred Tax	--	--
Profit after Tax	(41,639)	(15,810)
Share of loss from associate	(2)	(2)
Profit after tax and share of loss from associate	(41,641)	(15,812)

SEGMENT WISE:

(In 000''s

Revenue in INR Lakhs	FY 2025	FY 2024	% Increase
Export	2279	2028	12%
Domestic	432	642	-33%
Other Income	63	27
Total	2774	2697	3%

OPERATIONS:

The Company sell Indian Ethnic wear primarily to South Asian Diaspora through our websites
cbazaar.comand ethnovog.com. The Company directly sell to end consumer and get orders from
over 100 countries with United States, United Kingdom, Australia and Canada being the primary
markets. In the international market, 100% of our orders are prepaid orders. Only in India the
Company provide COD option. Our registered office is in Chennai, Tamilnadu and our corporate
office and fulfilment centre is based in Surat, Gujarat.

Product categories includes
• Lehenga Choli,

• Salwar Kameez,

• Gowns,

• Kurtas,

• Sherwani,

• Kurta Sets,

• Kids wear

• Accessories

We sell both third party vendor products and exclusive curated collection.

Third party vendor products:

We list third party vendor products on our website. It could be semi stitched or readymade. We
provide customers an option to choose customization while placing their orders. Once a customer
places an order by selecting third party vendor product, we place a back to back order with the
vendor. We get the product from our vendor to our Surat fulfilment centre where the quality check
is done and moved to exclusive outsourced tailoring units for stitching. After stitching the products
are again received at our fulfilment centre where final quality check is done and then the products
are shipped to the end customer through reputed international courier partners like DHL, FedEx,
Aramex etc.

RaiR Collection- The Exclusive Curated Collection

RaiR is the crown jewel of Cbazaar: an exclusive collection born out of a desire to preserve artistry
and revive the charm of traditional craftsmanship. It represents the essence of handwork,
individuality, and timeless beauty.

2. DIVIDEND:

The Directors do not recommend any dividend for the year.

3. TRANSFER TO RESERVES:

The following transfers were made to the General Reserves during the year under review:

Particulars	31.03.2025
General Reserve balance at the beginning of the year	22,977
Add: Amount transferred to General Reserve on account of forfeiture	164
Add: Amount transferred to General Reserve on expiry of options granted to Promoters	--
Balance at the end of the year	23,141

4. SHARE CAPITAL:

(a) AUTHORISED SHARE CAPITAL:

There is no change in authorized share capital during the year.

As on 31.03.2025 the authorized share capital is Rs.23,000,000/- divided into 23,000,000 equity
shares of Rs.1/- each.

(b) ISSUED, SUBSCRIBED &PAID UP CAPITAL:

The Company has not issued any shares during the year.

As on 31.03.2025, the issued, subscribed and paidup capital is Rs.21,454,078/- divided into
21,454,078 equity shares of Rs.1/- each.

(c) Employee Stock Option Scheme (ESOP):

The information relating to the options granted to the employees is morefully detailed in the
Annexure ''A'' attached.

(d) Initial Public Offer (IPO):

The Company had offered equity shares by way of Initial Public Offer (IPO) and allotted shares as
stated hereunder;

Date of	Type of Issue	No. of shares	Face Value in	Premium per	Total amount in
allotment		issued	(Re.)	share (Rs)	(Rs.)
December 05, 2023	Initial Public offer (IPO)	56,96,000	1/-	17/-	102,528,000/-

5. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH INITIAL PUBLIC OFFER (IPO):

The particulars of funds raised and details of utilization of funds as at 31^st March, 2025 are as
follows;

Original Object	Original allocation	Funds Utilised	Amount of Deviation	Remarks
Issue Related Expenses	124.36	124.36	-	..,-
General Corporate Expenses	82.28	41.14	-	-
Working Capital	120.00	120.00	-	-
CustomerAcquisition - Marketing &Awareness	698.64	185.68		In view of weakness in demand, the Company has reduced the marketing spend.

6. DEPOSITS:

The Company has not accepted nor renewed any deposits during the year under the review and
therefore details mentioned in Rule 8(5)(v) & (vi) of Companies (Accounts) Rules, 2014 relating to
deposits covered under chapter V is not required to be given.

7. BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR / STATE OF COMPANY''S
AFFAIR & NATURE OF CHANGE IN BUSINESS:

The company is engaged in sale of Indian designer clothes and accessories. There is no change in the
nature of business during the year as compared to previous year.

8. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements), Regulations, 2015, a Management Discussion and Analysis Report are
given in Annexure ''B''.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company does not fall under the ambit of provisions of Section 135 of the Companies Act,
2013. Accordingly, the provisions of Corporate Social Responsibility are not applicable.

10. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments, affecting the financial position of the company which has
occurred between the end of the financial year of the company to which the financial statements
relate and till the date of this report.

11. VIGIL MECHANISM / WHISTLE-BLOWER POLICY FOR DIRECTORS AND EMPLOYEES:

The Company has formulated a comprehensive Whistle-blower Policy in line with the provisions of
Section 177 of the Companies Act, 2013. The Vigil Mechanism has been placed in the website of the
Company at https://www.natl.in/corporate-policies.html

12. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has adopted a policy against sexual harassment in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules
framed thereunder. The Company has constituted an Internal Complaints Committee for the
redressal of complaints on sexual harassment. During the year, the Company had not received any
complaint on sexual harassment and no complaint was pending as on March 31, 2025.The Policy on
Prevention of Sexual Harassment at workplace has been placed in the website of the Company at
https://www.natl.in/corporate-policies.html

13. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No significant and material orders have been passed by any Regulator or Court or Tribunal which can
have an impact on the going concern status and the Company''s operations in future.

14. ANNUAL RETURN:

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of
the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for
the financial year ended March 31, 2025, will be available on the Company''s website and can be
accessed at https://www.natl.in/home.html

15. RELATED PARTY TRANSACTIONS

The transactions entered with the related party were in the ordinary course of business and at arm''s
length basis. The particulars of transactions entered are disclosed in the notes forming part of the
financial statements and form AOC 2 is enclosed as Annexure ''C''.

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not advanced any loan, given guarantees and made investments during the year.

17. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR

Not applicable.

18. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Not Applicable.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:

Your Company is taking utmost care to conserve energy wherever possible. There was no technology
absorption during the year. The details of foreign earnings and outgo are disclosed in the notes to
the financial statements.

20. DETAILS OF SUBSIDIARY/ JOINT VENTURES / ASSOCIATE COMPANIES:

The details of subsidiary / associate in Form AOC-1 are attached as Annexure ''D''.

21. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

5 Board Meetings were held during the year and the gap between two meetings was not more than
120 days. The date of the meetings and the attendance of directors are mentioned below.

SN	DATE OF MEETING	Mr. RAJESH NAHAR	Mr. RITESH KATARIYA	Mr. NARESH JAIN	Mr. MURALI RAJAGOPALACH ARI	Ms. RIYA JAIN
1	25.05.2024	Present	Present	Present	Present	Absent
2	02.09.2024	Present	Present	Present	Present	Absent
3	14.11.2024	Present	Present	Present	Present	Absent
4	07.02.2025	Present	Absent	Present	Absent	Present
5	12.03.2025	Present	Present	Present	Present	Absent

22. DIRECTORS'' & KEY MANAGERIAL PERSON:

(a) The Company comprises of Five Directors as at 31.03.2025 as stated below:

SN	DIN	NAME OF THE DIRECTOR	DESIGNATION	Category
1.	01015059	Mr. Rajesh Nahar	Managing Director	Promoter - Executive
2.	01019455	Mr. Ritesh Katariya	Whole time Director	Promoter - Executive
3.	07026135	Mr. Naresh Kumar	Director	Non-Independent
4.	00759040	Mr. Murali Rajagopalachari	Director	Independent
5.	10309330	Ms. Riya Jain	Director J	Independent

(b) The details of key managerial personnel as at 31^st March, 2025 are as follows:

S No	PAN	NAME OF THE DIRECTOR	DESIGNATION
1	AVEPP7521N	Mr. Prakash	CFO
2	BQHPD2523B	Ms. Bhumisha Darshan Dadwani	Company Secretary

(c) The details of appointment, change in designation of Directors and Key Managerial Person during
the year are mentioned below

SN	DIN / PAN	NAME OF THE DIRECTOR/ KMP		PARTICULARS	DATE OF APPOINTMENT / CESSATION / CHANGE IN DESIGNATION
			NIL

(d) Mr. Rajesh Nahar, Chairman cum Managing Director, retires by rotation at the ensuing Annual
General Meeting and being eligible offers himself for re-appointment.

23. INDEPENDENT DIRECTORS:

The Independent directors have given declaration under Section 149 of the Companies Act, 2013,
that they meet the criteria of independence. In terms of requirements under Schedule IV of the
Companies Act, 2013 and Regulation 25 (3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Independent Directors at their meeting, inter alia, reviewed the following.

• Performance of Non-Independent Directors and Board as a whole.

• Performance of the Chairman of the Company, taking into account the views of Executive Directors
and Non-Executive Director.

• Assess the quality, quantity and timeliness of flow of information between the Company
Management and the Board that is necessary for the Board to effectively and reasonably perform
their duties.

The Company has received declarations of independence in accordance with the provisions of the
Act as well as the LODR Regulations from all the Independent Directors

24. ADEQUACY OF INTERNAL CONTROLS AND COMPLIANCE WITH LAWS:

The Company has in place adequate internal financial controls with reference to financial
statements. During the year under review, such controls were tested and no reportable material
weakness in the design or operation was observed.

25. SECRETARIAL STANDARDS:

The Company has complied with the applicable provisions of Secretarial Standards 1 and 2 issued by
the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

26. COMMITTEES

a) Audit Committee

In terms of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies
(Meetings of Board and its Powers) Rules, 2014, the Company has constituted Audit Committee
comprising of three members and the committee met three times during the year on 25.05.2024,
02.09.2024 and 14.11.2024. The composition of the Audit Committee and details of meeting held
are provided hereunder:

S No	Name of Directors	Designation	Category	No. of Meetings
				Entitled to attend	Attended
1	Mr. Rajagopalachari Murali	Chairman	NEID	'' 3	3
2	Ms. Riya Jain	Member	NEID	3	0
3	Mr. Ritesh Katariya	Member	. ED	3	3

NEID - Non Executive Independent Director ED - Executive Director

b) Nomination and Remuneration Committee

In terms of Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies
(Meetings of Board and its Powers) Rules, 2014, the Company has constituted a Nomination &
Remuneration Committee comprising of three members and the committee met once during the
year on 02.09.2024 with requisite quorum present throughout the meeting. The composition of the
Nomination & Remuneration Committee and details of meeting held are provided hereunder:

SN	Name of Directors	Designation	Category	No. of Meetings
				Entitled to attend	Attended
1	Mr. Rajagopalachari Murali	Chairman	NEID	1	1
2	Ms. Riya Jain	Member	NEID	1	0
3	Mr. Naresh Kumar	Member	NED	1	1

NEID - Non Executive Independent Director NED - Non Executive Director

c) Stakeholders Relationship Committee:

In terms of section 178 of the Companies Act, 2013 read with Rules thereof and Regulation 20 of the
SEBI (Listing Obligations and Disclosure Requirement), 2015, the Company has constituted
Stakeholders Relationship Committee consisting comprises of three members. The composition of
the Stakeholders Relationship Committee is provided hereunder:

SN	Name of Directors	Designation	Category
1	Mr. Rajagopalachari Murali	Chairman	NEID
2	Mr. Rajesh Nahar	Member	ED
3	Mr. Ritesh Katariya	Member	ED

27. REMUNERATION POLICY

The Company has adopted a Nomination and Remuneration Policy in terms of the Section 178 of the
Act. The policy, inter alia, lays down the principles relating to appointment, cessation, remuneration
and evaluation of directors, key managerial personnel and senior management personnel of the
Company. The Nomination & Remuneration Policy of the Company is available on the website of the
Company at https://www.natl.in/home.html

28. NON-EXECUTIVE DIRECTORS'' COMPENSATION AND DISCLOSURES:

None of the Independent/Non-Executive Directors have any pecuniary relationship or transactions
with the Company which in the Judgment of the Board may affect the independence of the
Directors.

29. AUDITORS AND AUDIT REPORTS

a) Statutory Auditors:

M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants, Chennai, were re-appointed as Statutory
Auditors of the Company for a term of four years in the AGM held on 28.09.2024. The Company has
received confirmation that their appointment is within the limits specified and iseligible to continue
as Auditors of the Company.

b) Secretarial Auditors:

The Board of Directors, pursuant to the provisions of Section 204 of the Companies Act, 2013,
appointed M/s. AK Jain and Associates, Company Secretary in Practice, as the Secretarial Auditor of
the Company, to carry out the Secretarial Audit for the Financial Year 2024-25. Secretarial Audit
Report, issued by the Secretarial Auditor in Form No. MR-3 forms part of this Report and is annexed
herewith as Annexure ''E''.

c) Internal Auditors:

In terms of Section 138 of the Companies Act, 2013, the Company had appointed M/s. Ronak G Jain
& Co, Chartered Accountants, as Internal Auditor of the Company.

30. REMARKS / OBSERVATION OF THE AUDITORS AND REPLY OF THE BOARD:

Statutory Auditors:

Observation:

Name of the Statute	Nature of the Dues	Amount	Period to which it relates	Due Date	Date of Filing	Delay
The Employees'' Provident Funds and Miscellaneous Provisions Act, 1952	Provident Fund	4.504	September. 2024	15-10-2024	15-12-2024	61 Days
The Gujarat State Tax on Professions, Trades, Callings and Employments Act, 1976	Profession alTax	5.800	November, 2024	15-12-2024	05-02-2025	52 Days
The Gujarat State Tax on Professions. Trades, Callings and Employments Act, 1976	Profession alTax	5,000	December, 2024	15-01-2025	05-02-2025	21 Days

Reply: Two employees had KYC issue in the PF portal because of which the Company was not able to
deposit the amount in October. The KYC issue was subsequently rectified and the Company had
deposited the amount in Dec 2024. The Company have started paying the Gujarat Professional tax
on time.

Observations:

Name of the Statute	Nature of the Dues	Amount demanded (In thousand)	Amount paid (In thousand)	Period to which amount relates	Forum where dispute is pending
The Income Tax Act, 1961	Income tax	49.98	NIL	AY 2021-22	CPC
The Income Tax Act, 1961	Income tax	3320.27	NIL	AY 2022-23	Commissioner of IT (Appeals)
The Income Tax Act, 1961	Income tax	1036.18	NIL	AY 2020-21	CPC
The Income Tax Act, 1961	Income tax	891.87	NIL	AY 2011-12	Assessing Officer of IT

Reply: The Company have received order in its favor for the AY 2022-23 and the demand has been
dropped. The Company have received rectification order for AY 2021-22 and the demand amount
has been dropped. The other two years are still in process.

31. REPORTING OF FRAUD BY THE AUDITORS:

The statutory auditors have not reported any frauds under section 143(12) of the Companies Act,
2013.

32. MAINTENANCE OF COST RECORDS:

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

33. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 and the Rules made
thereunder are annexed to this Report as Annexure ''F''

34. RISK MANAGEMENT POLICY:

The Company has a Proper Risk Management Policy towards Operations and Administrative affairs
of the Company. The Directors review the Policy at regular intervals of time and ensure Proper
Implementation of the Policy.

35. CORPORATE GOVERNANCE:

Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, does not
apply to your Company. Hence, the report on Corporate Governance is not provided.

36. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge, belief and according to the information and explanations obtained
by them, your Directors make the following statements in terms of Section 134(3)(c) of the
Companies Act, 2013:

a) In the preparation of the annual accounts, the applicable accounting standards have followed
and that no material departures have been made for the same.

b) appropriate accounting policies have been selected and applied consistently, and have made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the company as at 31^st March 2025 and of the loss of the Company for
the year ended 31^st March 2025,

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

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

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

f) the directors had laid down internal financial controls to be followed by the Company and that
such financial controls are adequate and were operating effectively.

37. COMPLIANCE WITH MATERNITY BENEFIT ACT:

The Company has complied with the provisions of the Maternity Benefit Act.

38. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND:

There are no amounts which need to be transferred to Investor Education and Protection Fund.

39. ACKNOWLEDGEMENTS:

Your directors take this opportunity to acknowledge all stakeholders of the Company viz members,
customers, suppliers, bankers, business partners/associates, financial institutions and various
regulatory authorities for their consistent support/encouragement to the Company.

On behalf of the Board

For NET AVENUE TECHNOLOGIES LIMITED

Sd/-

Rajesh Nahar

Chairman cum Managing Director
DIN:01015059

Place: Chennai
Date: 02/09/2025

---

Mar 31, 2024

Your Directors have pleasure in presenting the 23^rd Annual Report on the business and operations of
the Company and the accounts for the Financial Year ended March 31, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY:

STANDALONE:

(In Lakhs)

PARTICULARS	31.03.2024	31.03.2023
Income	2,698.04	3,629.83
Less: Expenditure	. 2,870.53 j	3,442.52
Profit before Tax	(172.49)	187.31
Less: Current Tax	--	--
Less: Deferred Tax	--	--
Profit after Tax	(172.49)	187.31

CONSOLIDATED:

(In Lakhs)

PARTICULARS	31.03.2024	31.03.2023
Income	2,689.49	3,632.38
Less: Expenditure	2,898.89	3,454.38
Profit /Loss before Exceptional Items Tax	(209.40)	178.00
Less: Exceptional Items	51.30	--
Profit/Loss before Tax	(158.10)	178.00
Less: Current Tax	--	--
Less: Deferred Tax	--	--
Profit after Tax	(158.10)	178.00
Share of loss from associate	(0.02)	(0.02)
Profit after tax and share of loss from associate	(158.12)	177.98

CONVERSION TO PUBLIC LIMITED COMPANY:

The Company has been converted from Private Limited Company to Public Limited Company vide
fresh certificate of incorporation dated 22.09.2023

OPERATIONS:

We, Net Avenue Technologies Limited sell Indian Ethnic wear primarily to South Asian Diaspora
through our websites cbazaar.com and ethnovog.com. We directly sell to end consumer and we get
orders from over 100 countries with United States, United Kingdom, Australia and Canada being the
primary markets. In the international market, 100% of our orders are prepaid orders. Only in India
we provide COD option. Our registered office is in Chennai, Tamilnadu and our corporate office and
fulfilment centre is based in Surat, Gujarat.

Product categories includes

• Lehenga Choli,

• Salwar Kameez,

• Gowns,

• Kurtas,

• Sherwani,

• Kurta Sets,

• Kids wear

• Accessories

We sell both third party vendor products and private label.

Third party vendor products:

We list third party vendor products on our website. It could be semi stitched or readymade. We
provide customers an option to choose customization while placing their orders. Once a customer
places an order by selecting third party vendor product, we place a back to back order with the
vendor. We get the product from our vendor to our Surat fulfilment centre where the quality check
is done and moved to exclusive outsourced tailoring units for stitching. After stitching the products
are again received at our fulfilment centre where final quality check is done and then the products
are shipped to the end customer through reputed international courier partners like DHL, FedEx,
Aramex etc.

Private Label:

We have inhouse designers who design the product and samples are made and launched in the
website. The newly launched designs are always on "Made to Order" model i.e. the product is made
only after an order is received. Once an order is received, the required fabrics are taken from the
warehouse and moved to exclusive outsourced tailoring units for stitching. Post stitching, final
quality check is done and then the products are shipped. We have started doing bulk production of
top selling designs and keep it in warehouse. These private label products are also sold through
other third party marketplaces like Myntra, Nykaa, Amazon etc.

2. DIVIDEND:

The Directors do not recommend any dividend for the year.

3. TRANSFER TO RESERVES:

The following transfers were made to the General Reserves during the year under review:

(In Lakhs)

Particulars	31.03.2024
General Reserve balance at the beginning of the year	62.99
Add: Amount transferred to General Reserve on account of forfeiture	5.83
Add: Amount transferred to General Reserve on expiry of options granted to Promoters	160.95
Balance at the end of the year	229.77

4. SHARE CAPITAL:

(a) AUTHORISED SHARE CAPITAL:

The members of the Company at their meeting held on 16.08.2023 vide ordinary resolution,
reclassified / altered the authorised share capital of the Company as follows

(i) Reclassification:

The Authorised Share Capital of the Company was reclassified from Rs.36,00,000/- comprising of
24,99,980 equity shares of Re.1/- each, 10 Class B Series A equity shares of Re.1/- each, 10 Class B
Series B equity shares of Re.1/- each, 500,000 Class B Series A Preference Shares of Re.1/- each and
600,000 Class B Series B Preference Shares of Re.1/- each to Rs.36,00,000/- comprising of 36,00,000
equity shares of Re.1/- each

(ii) Increase in Capital:

The Authorised Share Capital of the Company was increased from Rs.36,00,000/- comprising of
36,00,000 Equity Shares of Re.1/- each to Rs.2,30,00,000/- comprising of 2,30,00,000 Equity shares
of Re.1/- each.

(b) CONVERSION / ALLOTMENT OF EQUITY SHARES OF RE.1/- EACH:

The Board of Directors of the Company, upon obtaining the consent from the members at their
meeting held on 16.08.2023, converted / allotted equity shares on 16.08.2023 as stated hereunder;

¦ 6 Equity Shares of Re.1/- each aggregating to Rs.6/- were allotted in respect of reclassification
of Class B Series A Equity Shares of Re.1/-

¦ 468,614 Equity Shares of Re.1/- each aggregating to Rs.468,614/- were allotted in respect of
conversion of Class B Series A Preference Shares of Re.1/-

¦ 544,114 Equity Shares of Re.1/- each aggregating to Rs.544,114/- were allotted in respect of
conversion of Class B Series B Preference Shares of Re.1/-

(c) BONUS ISSUE:

The Board of Directors of the Company, upon obtaining the consent from the members at their
meeting held on 16.08.2023, had allotted 1,35,06,924 Equity Shares of Re.1/- each on 16.08.2023 in
the proportion of 6 Bonus Equity Shares for every 1 fully paid up equity share held by the members.

(d) Employee Stock Option Scheme (ESOP):

During the year under review the members of the Company at their meeting held on 21.08.2023
had approved to adopt the amended and restated Employee Stock Option Policy (ESOP) Scheme.
The objective of the ESOP is to attract, reward, motivate and retain employees for high levels of
individual performance, promotes employee ownership culture and reduces attrition by fostering a
sense of partnership and ownership among valued employees. The information relating to the
options granted to the employees is morefully detailed in the Annexure ''A'' attached.

(e) Initial Public Offer (IPO):

During the year under review the Company had offered equity shares by way of Initial Public Offer
(IPO) and allotted shares as stated hereunder;

Date of allotment	Type of Issue	No. of shares issued	Face Value in (Re.)	Premium per share (Rs)	Total amount in (Rs.)
December 05, 2023	Initial Public offer (IPO)	56,96,000	1/-	17/-	102,528,000/-

5. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH INITIAL PUBLIC OFFER (IPO):

During the year under review, the Company raised funds aggregating to Rs.10.25 Crores
through public issue. The particulars of funds raised and details of utilization of funds as at 31^st
March, 2024 are as follows;

(Value in Lakhs)

Original Object	Original allocation	Funds Utilised	Amount of Deviation	Remarks
Issue Related Expenses	124.36	124.36	-	-
General Corporate Expenses - FY 2023-24	41.14	41.14	-	-
Working Capital	120	120	-	'' -
Customer Acquisition - Marketing & Awareness	174.66	28.18		In view of sluggish in demand, the Company has reduced the spend. The balance of 146.48 Lakhs will be spent in current year.

6. DEPOSITS:

The Company has not accepted nor renewed any deposits during the year under the review and
therefore details mentioned in Rule 8(5)(v) & (vi) of Companies (Accounts) Rules, 2014 relating to
deposits covered under chapter V is not required to be given.

7. BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR / STATE OF COMPANY''S
AFFAIR & NATURE OF CHANGE IN BUSINESS:

The company is engaged in sale of Indian designer clothes and accessories. There is no change in the
nature of business during the year as compared to previous year.

8. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements), Regulations, 2015, a Management Discussion and Analysis Report are
given in Annexure ''B''.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company does not fall under the ambit of provisions of Section 135 of the Companies Act,
2013. Accordingly, the provisions of Corporate Social Responsibility are not applicable.

10. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments, affecting the financial position of the company which has
occurred between the end of the financial year of the company to which the financial statements
relate and till the date of this report.

11. VIGIL MECHANISM / WHISTLE-BLOWER POLICY FOR DIRECTORS AND EMPLOYEES:

The Company has formulated a comprehensive Whistle-blower Policy in line with the provisions of
Section 177 of the Companies Act, 2013. The Vigil Mechanism has been placed in the website of the
Company at https://www.natl.in/corporate-policies.html

12. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has adopted a policy against sexual harassment in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules
framed thereunder. The Company has constituted an Internal Complaints Committee for the
redressal of complaints on sexual harassment. During the year, the Company had not received any
complaint on sexual harassment and no complaint was pending as on March 31, 2024. The Policy on
Prevention of Sexual Harassment at workplace has been placed in the website of the Company at
https://www.natl.in/corporate-policies.html

13. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No significant and material orders have been passed by any Regulator or Court or Tribunal which can
have an impact on the going concern status and the Company''s operations in future.

14. ANNUAL RETURN:

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of
the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for
the financial year ended March 31, 2024, will be available on the Company''s website and can be
accessed at https://www.natl.in/home.html

15. RELATED PARTY TRANSACTIONS

The transactions entered with the related party were in the ordinary course of business and at arm''s
length basis. The particulars of transactions entered are disclosed in the notes forming part of the
financial statements and form AOC 2 is enclosed as Annexure ''C''.

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not advanced any loan, given guarantees and made investments during the year.

17. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the financial year 2023-24

18. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Not Applicable

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:

Your Company is taking utmost care to conserve energy wherever possible. There was no technology
absorption during the year. The details of foreign earnings and outgo are disclosed in the notes to
the financial statements.

20. DETAILS OF SUBSIDIARY/ JOINT VENTURES / ASSOCIATE COMPANIES:

The details of subsidiary / associate in Form AOC-1 are attached as Annexure ''D''.

21. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

24 Board Meetings were held during the year and the gap between two meetings was not more than
120 days. The date of the meetings and the attendance of directors are mentioned below.

SN	DATE OF BOARD MEETING	Mr. RAJESH NAHAR		Mr. RITESH KATARIYA	Mr. NARESH JAIN	Mr. MURALI RAJAGOPALAC HARI	Ms. RIYA JAIN
1	25.05.2023	V		V	. V	NA	NA
2	23.06.2023	V		V	V	NA	NA
3	30.06.2023	V		V	V	NA	NA
4	04.08.2023	V		V	V	NA	NA
5	14.08.2023	V		V	V	NA	NA
6	16.08.2023	V		V	V	NA	NA
7	18.08.2023	V		V	V	NA	NA
8	21.08.2023	V		V	V	NA	NA
9	13.09.2023	. V		V	V	NA	NA
10	22.09.2023	V		V	V	NA	NA
11	23.09.2023	. V		¦ ¦ V	V	NA	NA
12	25.09.2023	V		V	V	NA	NA
13	29.09.2023	V		V	V	V	V
14	30.09.2023	V		V	V	V	V
15	16.10.2023	V		V	V	V	V
16	27.10.2023	V		V	V	V	V
17	03.11.2023	V		V	V	V	V
18	05.11.2023	V		V	V	V	V
19	11.11.2023	V		V	V	V	V
20	20.11.2023	V		V	V	V	V
21	29.11.2023	V		V	V	V	V
22	05.12.2023	V		V	V	V	V
23	08.01.2024	V		V	V	V	V
24	08.03.2024	V		V	V	V	V

22. DIRECTORS'' & KEY MANAGERIAL PERSON:

(a) The Company comprises of Five Directors as at 31.03.2024 as stated below:

SN	DIN	NAME OF THE DIRECTOR	DESIGNATION	Category
1.	01015059	Mr. Rajesh Nahar	Managing Director	Promoter - Executive
2.	01019455	Mr. Ritesh Katariya	Whole time Director	Promoter - Executive
3.	07026135	Mr. Naresh Kumar	Director	Non-Independent
4.	00759040	Mr. Murali Rajagopalachari	Director	Independent
5.	10309330	Ms. Riya Jain	Director	Independent

(b) The details key managerial personnel as at 31^st March, 2024 are as follows:

S No	PAN	NAME OF THE DIRECTOR	DESIGNATION
1	AVEPP7521N	Mr. Prakash	CFO
2	BQHPD2523B	Ms. Bhumisha Darshan Dadwani	Company Secretary

(c) The details of appointment, change in designation of Directors and Key Managerial Person during
the year are mentioned below

SN	DIN / PAN	NAME OF THE DIRECTOR/ KMP	PARTICULARS	DATE OF APPOINTMENT / CESSATION / CHANGE IN DESIGNATION
1	01015059	Mr. Rajesh Nahar	Change in Designation as Chairman Cum Managing Director	26th September 2023
2	01019455	Mr. Ritesh Katariya	Change in Designation as Whole time Director	26th September 2023
3	00759040	Mr. Murali Rajagopalachari	Appointment as Director	26th September 2023
4	10309330	''Ms. Riya Jain	Appointment as Director	26th September 2023
5	AVEPP7521N	Mr. Prakash	Appointment as CFO	23rd September 2023
6	BQHPD2523B	Ms. Bhumisha Darshan Dadwani	Appointment as Company Secretary	23rd September 2023

(d) Mr. Naresh Kumar, Director, retires by rotation at the ensuing Annual General Meeting and being
eligible offers himself for re-appointment.

23. INDEPENDENT DIRECTORS:

The Independent directors have given declaration under Section 149 of the Companies Act, 2013,
that they meet the criteria of independence. In terms of requirements under Schedule IV of the
Companies Act, 2013 and Regulation 25 (3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Independent Directors at their meeting, inter alia, reviewed the following.

• Performance of Non-Independent Directors and Board as a whole.

• Performance of the Chairman of the Company, taking into account the views of Executive Directors
and Non-Executive Director.

• Assess the quality, quantity and timeliness of flow of information between the Company
Management and the Board that is necessary for the Board to effectively and reasonably perform
their duties.

The Company has received declarations of independence in accordance with the provisions of the
Act as well as the LODR Regulations from all the Independent Directors

24. ADEQUACY OF INTERNAL CONTROLS AND COMPLIANCE WITH LAWS:

The Company has in place adequate internal financial controls with reference to financial
statements. During the year under review, such controls were tested and no reportable material
weakness in the design or operation was observed.

25. SECRETARIAL STANDARDS:

The Company has complied with the applicable provisions of Secretarial Standards 1 and 2 issued by
the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

26. COMMITTEES

a) Audit Committee

In terms of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies
(Meetings of Board and its Powers) Rules, 2014, the Company has constituted Audit Committee
comprising of three members and the committee met two times during the year on 29.12.2023 and
22.03.2024 with requisite quorum present throughout the meetings. The composition of the Audit
Committee and details of meeting held are provided hereunder:

SN	Name of Directors	Designation	Category	No. of Meetings
				Held	Attended
1	Mr. Rajagopalachari Murali	Chairman	NEID	2	2
2	Ms. Riya Jain	Member	NEID	2	2
3	Mr. Ritesh Katariya	Member	ED	2	2

NEID - Non Executive Independent Director ED - Executive Director

b) Nomination and Remuneration Committee

In terms of Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies
(Meetings of Board and its Powers) Rules, 2014, the Company has constituted a Nomination &
Remuneration Committee comprising of three members and the committee met once during the
year on 26.09.2023 with requisite quorum present throughout the meeting. The composition of the
Nomination & Remuneration Committee and details of meeting held are provided hereunder:

SN	Name of Directors	Designation	Category	No. of Meetings
				Held	Attended
1	Mr. Rajagopalachari Murali	Chairman	NEID	1	1
2	Ms. Riya Jain	Member	NEID	1	1
3	Mr. Naresh Kumar	Member	NED	1	1

NEID - Non Executive Independent Director NED - Non Executive Director

c) Stakeholders Relationship Committee:

In terms of section 178 of the Companies Act, 2013 read with Rules thereof and Regulation 20 of the
SEBI (Listing Obligations and Disclosure Requirement), 2015, the Company has constituted
Stakeholders Relationship Committee consisting comprises of three members and the committee
met once during the year on 08.03.2024 with requisite quorum present throughout the meeting. The
composition of the Stakeholders Relationship Committee and details of meeting held are provided
hereunder:

SN	Name of Directors	Designation	Category	No. of Meetings
				Held	Attended
1	Mr. Rajagopalachari Murali	Chairman	NEID	1	1
2	Mr. Rajesh Nahar	Member	ED	1	1
3	Mr. Ritesh Katariya	Member	ED	1	1

NEID - Non Executive Independent Director ED - Executive Director

27. REMUNERATION POLICY

The Company has adopted a Nomination and Remuneration Policy in terms of the Section 178 of the
Act. The policy, inter alia, lays down the principles relating to appointment, cessation, remuneration
and evaluation of directors, key managerial personnel and senior management personnel of the
Company. The Nomination & Remuneration Policy of the Company is available on the website of the
Company at https://www.natl.in/home.html

28. NON-EXECUTIVE DIRECTORS'' COMPENSATION AND DISCLOSURES:

None of the Independent/Non-Executive Directors have any pecuniary relationship or transactions
with the Company which in the Judgment of the Board may affect the independence of the
Directors.

29. AUDITORS AND AUDIT REPORTS

a) Statutory Auditors:

M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants, Chennai holds office upto the date of
ensuing Annual General Meeting and are eligible to continue for a further period of four years in
terms of Section 139 of the Companies Act, 2013. The Company has received consent and letter of
eligibility from them as required in the Act. The Board recommends their appointment for a further
period of four years to hold office until the conclusion of Annual General Meeting to be held for the
year 31.03.2028.

b) Secretarial Auditors:

The Board of Directors, pursuant to the provisions of Section 204 of the Companies Act, 2013,
appointed M/s. AK Jain and Associates, Company Secretary in Practice, as the Secretarial Auditor of
the Company, to carry out the Secretarial Audit for the Financial Year 2023-24. Secretarial Audit
Report, issued by the Secretarial Auditor in Form No. MR-3 forms part of this Report and is annexed
herewith as Annexure ''E''.

c) Internal Auditors:

In terms of Section 138 of the Companies Act, 2013, the Company had appointed M/s. Ronak G Jain
& Co, Chartered Accountants, as Internal Auditor of the Company.

30. REMARKS / OBSERVATION OF THE AUDITORS AND REPLY OF THE BOARD:

Statutory Auditors:

Observations	Reply
Attention is drawn to Note No. 36 to the Standalone Financial Statements regarding the delay in remittances / collections of certain overdue balances to / from its wholly owned subsidiaries.	The delay was there at the beginning of the financial year 2023-24. However, it has been addressed during the year and as on 31st March 2024 there were no overdue balances.
The Company is required to have an Internal Audit System under Section 138 of the Act. The Company did not have an internal audit system for the period under audit	The Company has appointed an Internal Auditor in the Board Meeting held on 25.05.2024.

31. REPORTING OF FRAUD BY THE AUDITORS:

The statutory auditors have not reported any frauds under section 143(12) of the Companies Act,
2013.

32. MAINTENANCE OF COST RECORDS:

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

33. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 and the Rules made
thereunder are annexed to this Report as Annexure ''F''

34. RISK MANAGEMENT POLICY:

The Company has a Proper Risk Management Policy towards Operations and Administrative affairs
of the Company. The Directors review the Policy at regular intervals of time and ensure Proper
Implementation of the Policy.

35. CORPORATE GOVERNANCE:

Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, does not
apply to your Company. Hence, the report on Corporate Governance is not provided.

36. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge, belief and according to the information and explanations obtained
by them, your Directors make the following statements in terms of Section 134(3)(c) of the
Companies Act, 2013:

a) In the preparation of the annual accounts, the applicable accounting standards have followed
and that no material departures have been made for the same.

b) appropriate accounting policies have been selected and applied consistently, and have made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the company as at 31^st March 2024 and of the loss of the Company for
the year ended 31^st March 2024,

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

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

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

f) the directors had laid down internal financial controls to be followed by the Company and that
such financial controls are adequate and were operating effectively.

37. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND:

There are no amounts which need to be transferred to Investor Education and Protection Fund.

38. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to acknowledge all stakeholders of the Company viz members,
customers, suppliers, bankers, business partners/associates, financial institutions and various
regulatory authorities for their consistent support/encouragement to the Company.

On behalf of the Board

For NET AVENUE TECHNOLOGIES LIMITED

Sd/- Sd/-

Rajesh Nahar Ritesh Katariya

Chairman cum Managing Director Whole time Director

DIN:01015059 DIN:01019455

Place: Chennai Place: Surat

Date: 02.09.2024 Date: 02.09.2024