Directors Report of NMS Global Ltd.

Mar 31, 2025

Your directors take pleasure in presenting the 39thAnnual Report on the business and operation of the Company, along with Audited Accounts, for the financial year ended 31st March, 2025.

ABOUT YOUR COMPANY

NMS GLOBAL LIMITED (FORMERLY NMS RESOURCES GLOBAL LIMITED)is a public limited company, listed on India''s premiere Stock Exchange BSE Limited and MSEI (Metropolitan Stock Exchange of India Limited) and engaged in the business of Consultancy, Skill Development, infrastructure as well as Pay roll services.

FINANCIAL RESULTS

(Rs. in Lakhs)

Standalone

Consolidated

2024-25

2023-24

2024-25

2023-24

Revenue from Operation

667.15

2114.75

1366.08

2482.99

Other Income

0.56

3.08

17.91

14.28

Total Expenses

645.82

2074.92

1328.63

2434.68

Profit/(Loss) before depreciation, Finance cost, tax and Exceptional Items

21.90

42.91

55.36

62.58

Exceptional Items

0

0

0

0

Profit/(Loss) before depreciation, Finance cost, tax (after Exceptional Items)

21.90

42.91

55.36

62.58

Less: Finance Cost

2.41

2.20

84.50

67.91

Depreciation

5.70

3.73

47.75

52.85

Profit/(Loss) before tax

21.90

41.80

55.36

61.48

Less: Tax Expenses

5.69

(11.07)

14.44

28.10

Profit/(Loss) After Tax

16.20

30.73

40.93

33.38

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

During the year under review, able to generate any revenues from operation of Rs. 667.15lac and had profit of Rs. 16.20 lacs only. Company is engaged in the multiple business .

DIVIDEND

In view of losses of the past years, your directors do not recommend any dividend for the financial year ended March 31st, 2025 The Board assures you to present a much strong financial statements in coming years.

TRANSFER TO RESERVES

No amount is proposed to be transferred to Reserves for the year under review.

MATERIAL CHANGES FROM END OF FINANCIAL YEAR TO DATE OF REPORT

There are no material changes and commitment, affecting the financial position of Company which has occurred between the end of financial year of the Company to which the financial statements relate and the date of this report other than those disclosed in the Annual report.

CHANGE IN NATURE OF BUSINESS

During the period under review, the Company has not changed its nature of business.

AUDITORS

M/s. Mukul Garg & Associates, Chartered Accountants (FRN-019503C) is the Statutory Auditors of the Company

AUDITORS'' REPORT

There are no qualifications in statutory audit report. The comments in the Auditors'' Report read with the notes to the accounts on the financial statement for the financial year 2024-25 are selfexplanatory and do not call for further explanation.

SECRETARIAL AUDITOR

The Board has appointed M/s Prachi & Associates, Company Secretaries, to conduct Secretarial Audit under the provisions of Section 204 of the Companies Act 2013 for the Financial Year 2024-25. The Secretarial Audit Report for the Financial year ended 31st March 2025 is annexed herewith and marked as Annexure I to this Report.

The qualifications by the Secretarial Auditor in its Secretarial Audit Report for the Financial Year 2024-25:

During the period under review it has also been observed by us that the Company has not submitted few Forms with the Registrar of Companies within the stipulated time

Management note to above Point:

The management is in the process of getting all the forms filled. However, in order to ensure the suitable compliance the management is trying to file the form as soon as possible.

The company has also obtained a certificate from M/s Prachi& Associates, Company Secretaries confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such Statutory Authority.

Directors and Key Managerial Personnel

As on March 31st 2025, the Board comprises 6 Directors of i.e., 1 Managing Director, 3 NonExecutives Director and 2 Independent Directors as under:

Mr. SuganChoudhary

Managing Director

Mr. Pankaj Chande

Non - Executive Director

Mr. Ujjwal Narayan

Independent Director

Mr. BIJENDRA MISHRA

Non - Executive Director

Mr.Dhananjai Gupta

Non- Executive Director

Ms. Isha Gupta

Woman Director

Changes in Directors and Key Managerial Personnel

Sh. Sanjay Singh was appointed as a Non-Executive Independent Director on the Board of Directors of the Company in 2022 and the Company immensely benefitted from his vision and active participation in various Committee Meetings and Board Meetings during his tenure but on 04.03.2025, his sudden and unexpected demise will be irreparable loss to the Company

Mr. BIJENDRA MISHRA was appointed as Non executive Director of the Company w.e.f 23.09.2024

Mr Sajan Jain, company Secretary cum compliance officer was resigned from he Company w.e.f30.12.2024 and Mr. Mayank Kumar Rai was appointed as company Secretary cum compliance officer w.e.f 18.04.2025

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CHIEF FINANCIAL OFFICER

Pursuant to the provisions of Section 203 of the Companies Act, 2013, appointment of Mr. Subham Choudhary, Chief Financial Officer was formalized as the Key Managerial Personnel of the Company.

KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 203 of the Act, the following personnel have been designated as the Key Managerial Personnel of the Company as on date of present director''s report:

Name

Designation

SuganChoudhary

Managing Director

SubhamChoudhary

Chief Financial Officer

Mayank Kumar Rai

Company Secretary

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance and individual directors pursuant to the provisions of the Companies Act, 2013. The performance of the Board was evaluated by the Board on the basis of the criteria such as the Board composition and structure,

effectiveness of Board process, information and functioning etc. The Board and Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of individual director to the Board and committee meetings like preparedness on the issue to be discuss meaningful and constructive contribution and inputs in meetings, etc. In a separate meeting of independent directors, performance of non-independent director, performance of the Board as a whole and performance of Chairman was evaluated.

EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Adequate internal controls have been laid down by the Company to safeguard and protect its assets as well as to improve the overall productivity of its operations. All the transactions are properly authorized, recorded and reported to the management. The Company is following applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The detailed process of review not only ensures reliability of control systems and legal compliances with applicable legislation, defined policies and processes but also reviews efficiency of systems and ensures safeguarding of tangible and intangible assets.

NOMINATION & REMUNERATION POLICY

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration as required under Section 178 of the Companies Act, 2013. The Nomination & Remuneration Policy of the Company is annexed herewith and marked as Annexure II to this Report.

RISK MANAGEMENT

The Company has a Risk Management Manual in place that defines the policies, lays out the strategies and methodology to decide on the risk-taking ability of the organization.

The Company constantly reviews its exposure to various types of risk, whether it be regulatory, operational, environmental, financial or political. The Company has in place adequate systems to ensure compliance with all regulatory and statutory matters reviews the same on a periodic basis and takes appropriate corrective action when necessary.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Regulation 34 of the SEBI Listing Regulations, is annexed as Annexure III to this Board Report.

CORPORATE GOVERNANCE REPORT

Your Company believes and preached the Corporate Governance practices which are in line with legal requirements of Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act 2013. The Company has adopted the practices which are prevalent in the industry. Further Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 has exempted certain Companies from mandatory Compliance of provision of Regulation 27 of listing agreement under SEBI(Listing Obligation and Disclosure Requirement), Regulation 2015 entered in to with the Stock Exchange where the Share of the Company are listed. In terms of said regulation every Company which has paid up capital less than Rs. 10 Crore and Net worth less than Rs. 25 Crore are exempted from complying with the provisions of Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.

The Paid up capital of your company is less than Rs. 10 Crore and Net worth is less than 25 Crore therefore your Company is exempted from the complying with the provision of regulation 27, however your director assure you that your company will continue to follow the good corporate governance practices.

Net Worth Certificate received from Prachi Bansal, Practicing Company Secretary reflecting Paid-up Share Capital and Net worth of the M/s NMS Global Limited (formally known as NMS Resources Global Limited) as per Balance Sheet is Annexed with Directors Report

DIRECTOR''S RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended 31st March, 2025 and state that:

a. in the preparation of the annual accounts for the financial year ended on 31st March, 2025, 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, had 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.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are required to be annexed to the Board''s Report. In accordance with the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

PARTICULARS OF REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2024-25:

No Director has drawn any remuneration from the Company during the financial year 2024-25 therefore ratio of remuneration of each director the median remuneration of the employees of the Company is not ascertainable.

ii) the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2024-25:

Remuneration of Chief Financial Officer and Company Secretaries has not been increased during the financial year 2024-25.

iii) The percentage increase in the median remuneration of employees in the financial year 2024-25:

No increase of remuneration of employees during the financial year 2024-25.

iv) The number of permanent employees on the rolls of company: 2(Two)

v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Amount in Rs.

2024-25

2023-24

Increase/Decrease in %

Average Salary of Employee other than key Managerial Personnel (Per Annum)

N.A.

N.A.

N.A.

Managing Director/Director/CFO

Nil

Nil

Nil

(As the Company has only two permanent employee therefore average salary is not ascertainable)

vi) The key parameters for any variable component of remuneration availed by the Directors:

The key parameters for the variable component of remuneration, if any, availed by the Directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Nomination & Remuneration Policy for Directors.

vii) Affirmation that the remuneration is as per the remuneration policy of the Company:

Remuneration is paid to the Key Managerial personal (i.e. CFO and Company Secretary) of the Company. It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration Policy of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no contracts or arrangements entered into by the Company in accordance with the Section 188 of the Companies Act, 2013. However, the details of the transactions with related party are provided in the accompanying financial statements. Related party transactions are subject to the Audit Committee and the Board for approval.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board can be accessed on the Company''s website at the link: https://nmslimited.in/

GREEN INITIATIVE

Members are aware that the Company had started a sustainability initiative with the aim of going green and minimizing the impact on the environment. Like the previous year, electronic copies of the Annual Report 2024-25 and Notice of the 39th AGM are being sent to all Members whose email addresses are registered with the Company / Depository Participant(s). For Members who have not registered their email addresses, physical copies of the Annual Report 2024-25 and the Notice of the 39th AGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

The Company is providing remote e-voting facility to all Members to enable them to cast their votes electronically on all resolutions set forth in the Notice of the AGM. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2015 read with Regulation 44 of the SEBI Listing Regulations, 2015. The instructions for remote e-voting are provided in the Notice of the AGM.

LISTING ON THE STOCK EXCHANGE

The Company''s shares are listed with BSE Limited and MSEI (Metropolitan Stock Exchange of India Limited).

CHANGES IN SHARE CAPITAL

The Authorized Share Capital of the company is Rs. 5,50,00,000 divided into 55,00,000 equity shares of Rs.10/- each. During the period under review, the said capital has not been raised by the company. The Issued, Subscribed & Paid-up Capital remains is Rs. 3,00,56,000/-.

There has been no change in the share capital of the Company during the year.

INTERNATIONAL SECURITY IDENTIFICATION NUMBER (ISIN)

Your Company has admitted its securities with National Services Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable our shareowners to hold their shares in Dematerialized form. International Security Identification Number (ISIN) of your Company is INE169F01014.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

• Risk Management Committee

DISCLOSURES:

A) EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a), extract of the annual return as on March 31, 2025 in form MGT-9 is enclosed as Annexure-IV. The same is also available on company''s website at https://nmslimited.in/ .

B) MEETINGS OF THE BOARD

During the financial year ended March 31, 2025, 07(seven)meetings of the Board of Directors were held during the year. None of the two Board Meetings have a gap of more than 120 days between them.

The Board of Directors formulates the business policies of the company, reviews the performance and decides on the main issues concerning the company. During the year under review, Seven Board Meetings were held on 30th May, 2024, 28th June, 2024, 14th August, 2024, 29th August, 2024, 23rd September, 2024, 14thNovember, 2024, and 14th February, 2025.

The Audit Committee as on March 31, 2025 comprises of Three members Mr. UJJWAL NARAYAN (Independent Director) heading the Committee and one non-executive director viz. Mr. Dhananjai Gupta and other Independent director Ms. ISHA GUPTA.

D) COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee as on date comprises of three members, viz. Mr. UJJWAL NARAYAN(Independent Director) heading the Committee and one non-executive director viz. Mr. Dhananjai Gupta and other Independent director Ms. ISHA GUPTA.

E) COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee as on date comprises of three members, Ms. ISHA GUPTA, Sanjay Singh and Mr. DHANANJAI GUPTA. Mr. PANKAJ CHANDER is heading the Committee.

G) VIGIL MACHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013, the Board of Directors has adopted a vigil mechanism/whistle blower policy of the Company.

The company''s attitude towards unethical behavior, actual or suspected fraud or violation of the company''s code of conduct or ethics policy, is very strict. The Company follows absolute intolerance for such matters and expect the directors and employees to report genuine concerns about such abuse. The vigil mechanism/whistle blower policy can be accessed on the Company''s website at the link: https://nmslimited.in/

H) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and during the year under review, your Board has constituted an Internal Complaints Committee to consider and redress complaints of sexual harassment & also adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the financial year 2024-25, the Company has received no complaints on sexual harassment.

I) PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITY PROVIDED

Particulars of loans given, investments made, guarantees given and securities are provided in the financial statements.

J) GENERAL

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

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. The Managing Directors of the Company did not receive any remuneration or commission from subsidiary.

5. 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.

SUBSIDIARY COMPANY

As on 31.03.2025 the Corporation has Seven subsidiary companies viz.

i. M S CORRIDOR MANAGEMENT PRIVATE LIMITED

ii. EBONY & IVORY ADVERTISING INDIA PRIVATE LIMITED

iii. GEO IT SKILLS PRIVATE LIMITED

iv. KUBERAKSHI ADVISORY SERVICES PRIVATE LIMITED

v. CREDIBLE MANAGEMENT SOLUTIONS PRIVATE LIMITED

vi. IDM ENTERPRISES PRIVATE LIMITED

vii. MSC-BVI CONSULTING PRIVATE LIMITED

viii. NMS ENTERPRISES LIMITED

The Annual Accounts of all the subsidiary companies have been audited and finalized and the Consolidated Annual Accounts have been prepared and presented in this Annual Report. A statement containing the salient features of the Financial Statements of subsidiary companies forms part of the Consolidated Annual Accounts 2024-25.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Director''s report for the year ended 31st March, 2025 are given below : NIL

A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

(i) the steps taken or impact on conservation of energy;

Your Company is primarily engaged in the business of Trading and consultancy which does not require the Electricity or Power consumption on large scale. However, Your Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

(ii) the steps taken by the company for utilizing alternate sources of energy;

The Company has been taking energy saving measures viz., Use of energy saver electrical equipment''s, LED fittings are provided inside the building for common area lighting in the Company, Efficient ventilation system in the office of the Company.

(iii) the capital investment on energy conservation equipment''s ;

Your company has nil capital investment on energy conservation equipment''s.

B. Technology absorption-

(i) the efforts made towards technology absorption; N.A.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution; N.A.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- N.A.

(a) the details of technology imported; N.A.

(b) the year of import; N.A.

(c) whether the technology been fully absorbed; N.A.

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development. N.A.

C. FOREIGN EXCHANGE EARNINGS & OUTGO

Foreign Exchange Earnings & Outgo: Nil

ACKNOWLEDGEMENT

Directors wish to place on record their deep thanks and gratitude to;

a) The Government as well as their respective Departments connected with the business of the Company, Bankers of the Company for their co-operation and continued support.

b) The Shareholders, Suppliers and Contractors for the trust and confidence reposed and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavor towards attainment of better working results during the current year.


Mar 31, 2024

Your directors take pleasure in presenting the 38th Annual Report on the business and operation of the
Company, along with Audited Accounts, for the financial year ended 31st March, 2024.

ABOUT YOUR COMPANY

NMS GLOBAL LIMITED (FORMERLY NMS RESOURCES GLOBAL LIMITED) is a public limited company,
listed on India''s premiere Stock Exchange BSE Limited and MSEI (Metropolitan Stock Exchange of India
Limited) and engaged in the business of Consultancy, Skill Development, infrastructure as well as Pay roll
services.

FINANCIAL RESULTS

(Rs. in Lakhs)

Standalone

Consolidated

2023-24

2022-23

2023-24

2022-23

Revenue from Operation

2114.75

202.11

2482.99

655.70

Other Income

3.08

0

14.28

3.43

Total Expenses

2074.92

178.42

2434.68

629.98

Profit/(Loss) before depreciation, Finance
cost, tax and Exceptional Items

42.91

23.69

62.58

29.15

Exceptional Items

0

0

0

0

Profit/(Loss) before depreciation, Finance
cost, tax (after Exceptional Items)

42.91

23.69

62.58

29.15

Less: Finance Cost

2.20

0.45

67.91

4.30

Depreciation

3.73

0.80

52.85

11.79

Profit/(Loss) before tax

41.80

23.69

61.48

29.15

Less: Tax Expenses

(11.07)

(0.15)

28.10

1.41

Profit/(Loss) After Tax

30.73

23.84

33.38

27.74

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

During the year under review, able to generate any revenues from operation of Rs. 2114.75 lac and had
profit of Rs. 30.73 lacs only. Company is engaged in the multiple business but due to Covid-19 pandemic
business were collapsed and likely to be revived in present and upcoming financial years.

DIVIDEND

In view of losses of the past years, your directors do not recommend any dividend for the financial year
ended March 31st, 2024 The Board assures you to present a much strong financial statements in coming
years.

TRANSFER TO RESERVES

No amount is proposed to be transferred to Reserves for the year under review.

MATERIAL CHANGES FROM END OF FINANCIAL YEAR TO DATE OF REPORT

There are no material changes and commitment, affecting the financial position of Company which has
occurred between the end of financial year of the Company to which the financial statements relate and
the date of this report other than those disclosed in the Annual report.

CHANGE IN NATURE OF BUSINESS

During the period under review, the Company has not changed its nature of business.

AUDITORS

M/S SPS Associates, Chartered Accountants (FRN:012358N), New Delhi, as Statutory Auditors resigned
as statutory auditors of the company with completing the tenure on 14.08.23 and the board of directors
has appointed M/s. Aggarwal Pawan & Associates FRN - 031570N as statutory auditors of the company
with effect from 19.08.2023 but due to health issue M/s. Aggarwal Pawan & Associates resigned as
statutory auditors of the company.

Upon the recommendation of the Audit Committee, the Board has subject to the approval of
shareholders approved the appointment of M/s. Mukul Garg & Associates, Chartered Accountants (FRN-
019503C) as new Statutory Auditors of the Company to fill the casual vacancy arised due to the
resignation of M/s. Aggarwal Pawan & Associates (FRN-031570N)

AUDITORS'' REPORT

There are no qualifications in statutory audit report. The comments in the Auditors'' Report read with
the notes to the accounts on the financial statement for the financial year 2023-24 are self-explanatory
and do not call for further explanation.

SECRETARIAL AUDITOR

The Board has appointed M/s Prachi & Associates, Company Secretaries, to conduct Secretarial Audit
under the provisions of Section 204 of the Companies Act 2013 for the Financial Year 2023-24. The
Secretarial Audit Report for the Financial year ended 31st March 2024 is annexed herewith and marked
as
Annexure I to this Report.

The qualifications by the Secretarial Auditor in its Secretarial Audit Report for the Financial Year 2023¬
24:

During the period under review it has also been observed by us that the Company has not submitted
few Forms with the Registrar of Companies within the stipulated time period however, the same were
duly submitted with the additional fees.

Management note to above Point:

The management is in the process of getting all the forms filled

The company has also obtained a certificate from M/s Prachi & Associates, Company Secretaries
confirming that none of the Directors on the Board of the Company has been debarred or disqualified
from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of
India/ Ministry of Corporate Affairs or any such Statutory Authority.

Directors and Key Managerial Personnel

As on March 31st 2024, the Board comprises 6 Directors of i.e., 1 Managing Director, 3 Non-Executives
Director and 2 Independent Directors as under:

Mr. Sugan Choudhary Managing Director

Mr. Pankaj Chander Non- Executive Director

Mr. Ujjwal Narayan Independent Director

Mr. Sanjay Singh Independent Director

Mr. Dhananjai Gupta Non- Executive Director

Ms. Isha Gupta Non- Executive Woman Director

Changes in Directors and Key Managerial Personnel

Mr. O. P. Yadav (Managing Director) resigned from the company w.e.f 16.05.2023 and Mr. Sugan
Choudhary was appointed as Managing Director of the Company 26.07.2023, earlier he was an
Independent Director of the Company w.e.f 26.07.2023 change in designation of Mr. Sugan Choudhary
from non executive-independent Director to Executive Director of the Company. Mr. Pankaj Chander
was appointed as Non-Executive Director w.e.f 30.05.2023.

Ms. Charu Varshney, company Secretary cum compliance officer was resigned from Company w.e.f

01.07.2023 and Mr. Sajan Jain was appointed as company Secretary cum compliance officer w.e.f

01.09.2023

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming
that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act,
2013 read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

CHIEF FINANCIAL OFFICER

Pursuant to the provisions of Section 203 of the Companies Act, 2013, appointment of Mr. Subham
Choudhary, Chief Financial Officer was formalized as the Key Managerial Personnel of the Company.

KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 203 of the Act, the following personnel have been
designated as the Key Managerial Personnel of the Company as on date of present director''s report:

Name

Designation

Sugan Choudhary

Managing Director

Subham Choudhary

Chief Financial Officer

Sajan Jain

Company Secretary

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance and individual
directors pursuant to the provisions of the Companies Act, 2013. The performance of the Board was
evaluated by the Board on the basis of the criteria such as the Board composition and structure,
effectiveness of Board process, information and functioning etc. The Board and Nomination and
Remuneration Committee reviewed the performance of the individual directors on the basis of the
criteria such as the contribution of individual director to the Board and committee meetings like
preparedness on the issue to be discuss meaningful and constructive contribution and inputs in
meetings, etc. In a separate meeting of independent directors, performance of non-independent
director, performance of the Board as a whole and performance of Chairman was evaluated.

EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Adequate internal controls have been laid down by the Company to safeguard and protect its assets as
well as to improve the overall productivity of its operations. All the transactions are properly authorized,
recorded and reported to the management. The Company is following applicable Accounting Standards
for properly maintaining the books of accounts and reporting financial statements. The detailed process
of review not only ensures reliability of control systems and legal compliances with applicable
legislation, defined policies and processes but also reviews efficiency of systems and ensures
safeguarding of tangible and intangible assets.

NOMINATION & REMUNERATION POLICY

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee framed
a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and
their remuneration as required under Section 178 of the Companies Act, 2013. The Nomination &
Remuneration Policy of the Company is annexed herewith and marked as
Annexure II to this Report.

RISK MANAGEMENT

The Company has a Risk Management Manual in place that defines the policies, lays out the strategies
and methodology to decide on the risk-taking ability of the organization.

The Company constantly reviews its exposure to various types of risk, whether it be regulatory,
operational, environmental, financial or political. The Company has in place adequate systems to ensure
compliance with all regulatory and statutory matters reviews the same on a periodic basis and takes
appropriate corrective action when necessary.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Regulation 34 of the SEBI Listing
Regulations, is annexed as
Annexure III to this Board Report.

CORPORATE GOVERNANCE REPORT

Your Company believes and preached the Corporate Governance practices which are in line with legal
requirements of Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Companies Act 2013. The Company has adopted the practices which are prevalent in the
industry. Further Regulation 15 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulation, 2015 has exempted certain Companies from mandatory
Compliance of provision of Regulation 27 of listing agreement under SEBI(Listing Obligation and
Disclosure Requirement), Regulation 2015 entered in to with the Stock Exchange where the Share of the
Company are listed. In terms of said regulation every Company which has paid up capital less than Rs. 10
Crore and Net worth less than Rs. 25 Crore are exempted from complying with the provisions of
Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.

The Paid up capital of your company is less than Rs. 10 Crore and Net worth is less than 25 Crore
therefore your Company is exempted from the complying with the provision of regulation 27, however
your director assure you that your company will continue to follow the good corporate governance
practices.

Net Worth Certificate received from Prachi Bansal, Practicing Company Secretary reflecting Paid-up
Share Capital and Net worth of the M/s NMS Global Limited (formally known as NMS Resources Global
Limited) as per Balance Sheet is Annexed with Directors Report

DIRECTOR''S RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of
Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of the annual
accounts for the year ended 31st March, 2024 and state that:

a. in the preparation of the annual accounts for the financial year ended on 31st March, 2024, 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, had 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.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are required to be annexed to the Board''s Report. In accordance
with the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is
being sent to all the members of the Company and others entitled thereto. Any member interested in
obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

PARTICULARS OF REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

i) The ratio of the remuneration of each Director to the median remuneration of the employees of the
Company for the financial year 2023-24:

No Director has drawn any remuneration from the Company during the financial year 2023-24
therefore ratio of remuneration of each director the median remuneration of the employees of the
Company is not ascertainable.

ii) the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive
Officer, Company Secretary or Manager, if any, in the financial year 2023-24 :

Remuneration of Chief Financial Officer and Company Secretaries has not been increased during the
financial year 2023-24.

iii) The percentage increase in the median remuneration of employees in the financial year 2023-24:

No increase of remuneration of employees during the financial year 2023-24.

iv) The number of permanent employees on the rolls of company: 2(Two)

v) Average percentile increase already made in the salaries of employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional circumstances for
increase in the managerial remuneration:

Amount in Rs.

2023-24

2022-23

Increase/Decrease in %

Average Salary of Employee other than key

N.A.

N.A.

N.A.

Managerial Personnel (Per Annum)

Managing Director/Director/CFO

Nil

Nil

Nil

(As the Company has only two permanent employee therefore average salary is not ascertainable)

vi) The key parameters for any variable component of remuneration availed by the Directors:

The key parameters for the variable component of remuneration, if any, availed by the Directors are
considered by the Board of Directors based on the recommendations of the Nomination and
Remuneration Committee as per the Nomination & Remuneration Policy for Directors.

vii) Affirmation that the remuneration is as per the remuneration policy of the Company:

Remuneration is paid to the Key Managerial personal (i.e. CFO and Company Secretary) of the Company.
It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration Policy of
the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no contracts or arrangements entered into by the Company in accordance with the Section
188 of the Companies Act, 2013. However, the details of the transactions with related party are
provided in the accompanying financial statements. Related party transactions are subject to the Audit
Committee and the Board for approval.

The policy on materiality of related party transactions and dealing with related party transactions as
approved by the Board can be accessed on the Company''s website at the link:
https://nmslimited.in/

GREEN INITIATIVE

Members are aware that the Company had started a sustainability initiative with the aim of going green
and minimizing the impact on the environment. Like the previous year, electronic copies of the Annual
Report 2023-24 and Notice of the 38th AGM are being sent to all Members whose email addresses are
registered with the Company / Depository Participant(s). For Members who have not registered their
email addresses, physical copies of the Annual Report 2023-24 and the Notice of the 38th AGM are sent
in the permitted mode. Members requiring physical copies can send a request to the Company.

The Company is providing remote e-voting facility to all Members to enable them to cast their votes
electronically on all resolutions set forth in the Notice of the AGM. This is pursuant to Section 108 of the
Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2015 read
with Regulation 44 of the SEBI Listing Regulations, 2015. The instructions for remote e-voting are
provided in the Notice of the AGM.

LISTING ON THE STOCK EXCHANGE

The Company''s shares are listed with BSE Limited and MSEI (Metropolitan Stock Exchange of India
Limited).

CHANGES IN SHARE CAPITAL

The Authorized Share Capital of the company is Rs. 5,50,00,000 divided into 55,00,000 equity shares of
Rs.10/- each. During the period under review, the said capital has not been raised by the company. The
Issued, Subscribed & Paid-up Capital remains is Rs. 3,00,56,000/-.

There has been no change in the share capital of the Company during the year.

INTERNATIONAL SECURITY IDENTIFICATION NUMBER (ISIN)

Your Company has admitted its securities with National Services Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL) to enable our shareowners to hold their shares in
Dematerialized form. International Security Identification Number (ISIN) of your Company is
INE169F01014.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with
the delegated authority. The following substantive Committees constituted by the Board function
according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

• Risk Management Committee

DISCLOSURES:

A) EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a), extract of the annual return as on March 31, 2024 in
form MGT-9 is enclosed as
Annexure-IV. The same is also available on company''s website at
https://nmslimited.in/ .

B) MEETINGS OF THE BOARD

During the financial year ended March 31, 2024, 13 meetings of the Board of Directors were held during the
year. None of the two Board Meetings have a gap of more than 120 days between them.

The Board of Directors formulates the business policies of the company, reviews the performance and
decides on the main issues concerning the company. During the year under review, Thirteen Board
Meetings were held on 30th May, 2023, 03rd June, 2023, 20th July, 2023, 26th July, 2023, 13th August, 2023,
19th August, 2023, 28th August, 2023, 01st September, 2023, 05th October, 2023, 10th November, 2023,
08th December, 2023, 16th December, 2023 and 13th February, 2024.

The Audit Committee as on March 31, 2024 comprises of Four members, including one is Managing
director viz. Mr. Sugan Choudhary and one non-executive director viz. Mr. Dhananjai Gupta and other
Independent director Mr. Ujjwal Narayan Mr. Sugan Choudhary Heading the committee.

D) COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee as on date comprises of three members, viz. Mr. Om Pal
Yadav, Mr. Sugan Choudhary and Mr. Ujjwal Narain. Mr. Ujjwal Narain heading the Committee.

E) COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee as on date comprises of three members, Mr. Ujjwal Narain,
Sanjay Singh and Mr. Sugan Choudhary. Mr. Ujjwal Narain is heading the Committee.

G) VIGIL MACHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013, the Board of Directors has adopted a vigil
mechanism/whistle blower policy of the Company.

The company''s attitude towards unethical behavior, actual or suspected fraud or violation of the
company''s code of conduct or ethics policy, is very strict. The Company follows absolute intolerance for
such matters and expect the directors and employees to report genuine concerns about such abuse. The
vigil mechanism/whistle blower policy can be accessed on the Company''s website at the link:
https://nmslimited.in/

H) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and during the year under
review, your Board has constituted an Internal Complaints Committee to consider and redress
complaints of sexual harassment & also adopted a policy on prevention, prohibition and redressal of
sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the financial year 2023-24, the Company has received no complaints on sexual harassment.

I) PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITY PROVIDED

Particulars of loans given, investments made, guarantees given and securities are provided in the
financial statements.

J) GENERAL

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

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. The Managing Directors of the Company did not receive any remuneration or commission from
subsidiary.

5. 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.

SUBSIDIARY COMPANY

As on 31.03.2024, the Corporation has Seven subsidiary companies viz.

i. M S CORRIDOR MANAGEMENT PRIVATE LIMITED

ii. EBONY & IVORY ADVERTISING INDIA PRIVATE LIMITED

iii. GEO IT SKILLS PRIVATE LIMITED

iv. KUBERAKSHI ADVISORY SERVICES PRIVATE LIMITED

v. CREDIBLE MANAGEMENT SOLUTIONS PRIVATE LIMITED

vi. IDM ENTERPRISES PRIVATE LIMITED

vii. MSC-BVI CONSULTING PRIVATE LIMITED

viii. NMS ENTERPRISES LIMITED

The Annual Accounts of all the subsidiary companies have been audited and finalized and the
Consolidated Annual Accounts have been prepared and presented in this Annual Report. A statement
containing the salient features of the Financial Statements of subsidiary companies forms part of the
Consolidated Annual Accounts 2023-24.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUT GO.

Information required to be given pursuant to section 134(3)(m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Director''s report for the year
ended 31st March, 2024 are given below : NIL

A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

(i) the steps taken or impact on conservation of energy;

Your Company is primarily engaged in the business of Trading and consultancy which does not require
the Electricity or Power consumption on large scale. However, Your Company is conscious about its
responsibility to conserve energy, power and other energy sources wherever possible. We emphasis
towards a safe and clean environment and continue to adhere to all regulatory requirements and
guidelines.

(ii) the steps taken by the company for utilizing alternate sources of energy;

The Company has been taking energy saving measures viz., Use of energy saver electrical equipment''s,
LED fittings are provided inside the building for common area lighting in the Company, Efficient
ventilation system in the office of the Company.

(iii) the capital investment on energy conservation equipment''s ;

Your company has nil capital investment on energy conservation equipment''s.

B. Technology absorption-

(i) the efforts made towards technology absorption; N.A.

(ii) the benefits derived like product improvement, cost reduction, product development or import
substitution; N.A.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of
the financial year)- N.A.

(a) the details of technology imported; N.A.

(b) the year of import; N.A.

(c) whether the technology been fully absorbed; N.A.

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development. N.A.

C. FOREIGN EXCHANGE EARNINGS & OUTGO

Foreign Exchange Earnings & Outgo: Nil

ACKNOWLEDGEMENT

Directors wish to place on record their deep thanks and gratitude to;

a) The Government as well as their respective Departments connected with the business of the
Company, Bankers of the Company for their co-operation and continued support.

b) The Shareholders, Suppliers and Contractors for the trust and confidence reposed and to the
Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the
officers and employees at all levels in achieving the results and hopes that they would continue their
sincere and dedicated endeavor towards attainment of better working results during the current
year.

By Order of the Board of Director
NMS GLOBAL LIMITED (FORMERLY NMS RESOURCES GLOBAL

LIMITED)

Sd/-

Sugan Chaudhary

Date : 29.08.2024 Managing Director

Place : Delhi DIN: 07239488


Mar 31, 2014

Dear Stakeholders

The Directors share deep sense of pleasure in presenting the Twenty Eighth Annual Report and the audited accounts for the year ended on 31st March 2014: -

FINANCIAL RESULTS (Rs. in Lacs) 2013-14 2012-13

Revenue from Operation 31.16 32.11

Other Income 0.00 4.14

Total Expenses 29.83 35.23

Profit/(Loss) before depreciation and Finance cost 1.64 1.42

Less: Finance Cost & Depreciation 0.31 0.40

Profit/(Loss) before tax 1.33 1.02

Less: Tax Expenses 0.00 0.00

Profit After Tax 1.33 1.02

FINANCIAL PERFORMANCE

During the year under review, the Company has earned total revenue of Rs. 31.16 Lacs as compared to previous year Rs. 32.11 Lacs and earned a net profit of Rs. 1.33 lacs as compared to previous year''s Profit figure of Rs. 1.02 Lacs.

DIVIDEND

The Board of Directors of your Company is of the opinion that keeping in view the future fund requirements of the Company, your directors do not recommended any dividend for the financial year ended March 31, 2014. The Board assures you to present a much strong financial statements in coming years.

PARTICULARS OF EMPLOYEES

Information required as per section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 forming part of this report for the year ended 31st March, 2014 is NIL.

PUBLIC DEPOSITS

The Company has not accepted any public deposits in terms of section 58A of the Companies Act, 1956 and the rules made there under.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis, forming part of this report, as required under Clause 49(IV) (F) of the Listing Agreement with the stock exchanges is attached separately to this Annual Report.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance as well as the Statutory Auditors'' Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.

Your Company has always practiced sound corporate governance and takes necessary actions at appropriate times for meeting stakeholders'' expectations while continuing to comply with the mandatory provisions of corporate governance and it has been endeavor of your company to follow and implement the best practices in corporate governance, in letter and spirit.

DIRECTORS

In accordance with the requirements of the Companies Act, 2013 and the Company''s Articles of Association, Mr. O. P. Yadav, Director of the Company, retires by rotation and shown his willingness for Re-appointment

The Board of Directors in their meeting held on 06th August 2014 has decided to appoint Mr. O. P. Yadav as the Managing Director and Chief Financial officer of the Company having regard to the expansion programmes and therefore in their Meeting held on 06th August 2014 appointed Mr. O. P. Yadav as the Managing Director subject to the approval of the shareholders. A resolution to this effect has been placed in the Notice of the Annual General Meeting.

In accordance with the section 152 and 161 of Companies Act, 2013, Mrs. Ruby Yadav who was appointed as the additional Director of the Company by the Board of Directors and their office shall be determined at this Annual General meeting and the Company has received the requisite Notice in writing from a member proposing the appointment of Mrs. Ruby Yadav as the Non Executive Promoter Director of the Company in the ensuing Annual General Meeting.

The Independent Directors were appointed as the directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. Section 149(11) of the Companies Act, 2013 states that no Independent Director shall be eligible for more than two consecutive terms of five years. Section 149(13) states that the provisions of retirement by rotation as defined in 152(6) and (7) of the Act shall not apply to such Independent Directors. Therefore it is proposed to re-appoint Independent Directors not to retire by rotation and also to fix their tenure. Resolutions in respect of this have been placed in the notice to the Annual General Meeting.

Brief resume of Director proposed to be appointed, nature of their experience in their specific functional areas, name of the Companies in which they hold directorship and membership / chairmanship of the Board Committees, Shareholding as stipulated under Clause 49 of the Listing agreement with the stock exchanges forms part of the Notice.

Shri S. K. Yadav, Managing Director and Chairman of the Company, after a major ailment passed away on 21st December 2013. Form 32, regarding the cessation, to the registrar of the company has filed on 28.01.2014.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 regarding the Directors'' Responsibility Statement, it is hereby stated:

i. In the preparation of annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. 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 at the end of the financial year ended on March 31st 2014 and of the profit or loss of the Company for that period.

iii. 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.

iv. The Directors have prepared the annual accounts on a going concern basis.

CHANGES IN SHARE CAPITAL

The Authorised Share Capital of the company is Rs. 55,000,000 divided into 5,500,000 equity shares of Rs.10/- each. During the period under review, the said capital has not been raised by the company. The Issued, Subscribed & Paid-up Capital remains is Rs. 30,056,000/-. There has been no change in the share capital of the Company during the year.

AUDITORS

M/s Neeraj Ramesh Chandra & Associates, the Statutory Auditors of the Company, hold office until the ensuing Annual General Meeting (AGM). The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint Neeraj Ramesh Chandra & Associates having registration No. 017155N as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 33rd AGM to be held in the year 2019, subject to ratification of their appointment at the subsequent AGMs.

AUDITORS'' REPORT

As regards the observations of the Auditor''s in his Report of even date, these are self explanatory and therefore, do not call for further comments.

CORPORATE GOVERNANCE

A separate report on corporate governance along with a certificate from statutory auditors regarding compliance with the conditions of corporate governance forms a part of Annual Report.

LISTING

Presently, the securities of the Company are listed at BSE Limited and Delhi Stock Exchange Limited. The Company had applied for the delisting of its equity shares from the Delhi Stock Exchange Limited and Jaipur Stock Exchange Limited. Jaipur Stock Exchange Limited has delisted its securities wide letter No. JSEL/2013/432 dated 13th May 2013 and the matter is pending at Delhi Stock Exchange Limited.

INTERNATIONAL SECURITY IDENTIFICATION NUMBER (INE169F01014)

Your Company has admitted its securities with National Services Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable our shareowners to hold their shares in dematerialised form. International Security Identification Number of your Company is INE169F01014.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the ''Green Initiative in Corporate Governance'' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members who are holding shares of the Company in physical mode, are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Directors) Rules 1988 and forming part of the Director''s report for the year ended 31st March, 2014 are given below :

A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Your Company is primarily engaged in the business of export and import of Agro products which does not require the Electricity or Power consumption on large scale. Further your Company and its Director understand the significance of conserving the sources of energy; therefore all the policies of the Company are directed to make the judicious use of the energy resources.

Further as the Company is engaged in import and Export Business therefore information in Form A of Companies (Disclosures of particulars in the report of the Directors) Rules 1988, is not given.

B. RESEARCH & DEVELOPMENT

Your Company has not undertaken any research & development this year.

C. TECHNOLOGY ABSORPTION

Your Company has not imported any technology. However, we believe and use information technology extensively in all spheres of our activities to improve efficiency levels.

D. FOREIGN EXCHANGE EARNINGS & OUTGO

Foreign Exchange Earnings & Outgo: Nil

ACKNOWLEDGEMENT

Your directors acknowledge with gratitude the cooperation & assistance received from Shareholders, Banks, Patrons & all those stakeholders associated with the company during the year under review.

By Order of the Board of Directors IFM Impex Global Limited

Sd/- Sd/- Date: 27.08.2014 S. P. Jain O. P. Yadav Place: New Delhi Director Managing Director DIN: 01607971 DIN: 01607006


Mar 31, 2013

Dear Stakeholders

The Directors share deep sense of pleasure in presenting the Twenty Seventh Annual Report and the audited accounts for the year ended on 31st March 2013: -

FINANCIAL RESULTS

(Rs. in Lacs)

2012-2013 2011-2012

Revenue from Operation 32.11 30.96

Other Income 4.14 15.40

Total Expenses 35.23 43.81

Profit/(Loss) before depreciation and Finance cost 1.42 3.49

Less: Finance Cost & Depreciation 0.40 0.93

Profit/(Loss) before tax 1.02 2.55

Less: Tax Expenses

Profit After Tax 1.02 2.55

FINANCIAL PERFORMANCE

During the year under review, the company has earned total revenue of Rs. 36.25 Lacs as compared to previous year Rs. 46.36 Lacs and earned a net profit of Rs. 1.02 lacs as compared to previous year''s Profit figure of Rs. 2.55 Lacs.

DIVIDEND

The Board of Directors of your Company is of the opinion that keeping in view the future fund requirements of the Company, your directors do not recommended any dividend for the financial year ended March 31, 2013. The Board assures you to present a much strong financial statements in coming years.

PARTICULARS OF EMPLOYEES

Information required as per section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 forming part of this report for the year ended 31st March, 2013 is NIL.

PUBLIC DEPOSITS

The Company has not accepted any public deposits in terms of section 58A of the Companies Act, 1956 and the rules made there under.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis, forming part of this report, as required under Clause 49(IV) (F) of the Listing Agreement with the stock exchanges is attached separately to this Annual Report.

DIRECTORS

In accordance with the provisions of section 256 of the Companies Act, 1956 and Articles of Association of the company, Mr. Sidhi Prakash Jain, Directors of the company retire by rotation at this ensuing Annual General Meeting of the company and offer himself for reappointment. In view of vast experience & knowledge and continued association & support to the company over the last years, it will be in the interest of the Company that Mr. Sidhi Prakash Jain be reappointed as Directors of the Company.

Mr. Satya Pal Chauhan, due to personal reason had resigned from the directorship of the Company on 29th July 2012.

DIRECTORS'' RESPONSIBILITY STATEMENT

Directors'' Responsibility Statement as required under Section 217(2AA) of the Companies Act, 1956 is as follows:

(i) In preparation of the annual accounts as on 31.03.2013, the accounting standards issued by the Institute of Chartered Accountants of India as applicable to the Company have been followed.

(ii) The accounting policies were selected and applied consistently and the judgment and estimates were made that were 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 ended on 31.03.2013 and of the Profit of the Company for the period ended on 31.03.2013 subject to note no. 1(vi), 2(ii), (vi), (viii), (x), (xi) and (xii) of the notes to accounts annexed to and forming part of the accounts in schedule no. 16 of the annexure to the auditors report.

(iii) Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) Annual accounts are prepared on a going concern basis.

CHANGES IN SHARE CAPITAL

The Authorised Share Capital of the company is Rs. 55,000,000 divided into 5,500,000 equity shares of Rs.10/- each. During the period under review, the said capital has not been raised by the company. The Issued, Subscribed & Paid-up Capital remains is Rs. 30,056,000/-.

There has been no change in the share capital of the Company during the year.

AUDITORS

The company''s Auditors M/s Neeraj Ramesh Chandra & Associates, New Delhi-110017, having registration No. 017155N retire and being eligible, offer themselves for re-appointment. The Company has received letter from the auditors to the effect that their re-appointment, if made, would be within the limits specified under Section 224(1B) of the Companies Act, 1956. Members are requested to appoint the auditors for the financial year 2013-14.

AUDITORS'' REPORT

As regards the observations of the Auditor''s in his Report of even date, these are self explanatory and therefore, do not call for further comments.

CORPORATE GOVERNANCE

A separate report on corporate governance along with a certificate from statutory auditors regarding compliance with the conditions of corporate governance forms a part of Annual Report.

LISTING

Presently, the securities of the Company are listed at BSE Limited and Delhi Stock Exchange Limited. During the year under review the Company has applied for the delisting of its equity shares from the Delhi Stock Exchange Limited and Jaipur Stock Exchange Limited accordingly Jaipur Stock Exchange Limited has delisted its securities and the matter is pending at Delhi Stock Exchange Limited.

INTERNATIONAL SECURITY IDENTIFICATION NUMBER (INE169F01014)

Your Company has admitted its securities with National Services Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable our shareowners to hold their shares in dematerialised form. International Security Identification Number of your Company is INE169F01014.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the ''Green Initiative in Corporate Governance'' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members who are holding shares of the Company in physical mode, are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Directors) Rules 1988 and forming part of the Director''s report for the year ended 31st March, 2013 are given below :

A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Your Company is primarily engaged in the business of export and import of Agro products which does not require the Electricity or Power consumption on large scale. Further your Company and its Director understand the significance of conserving the sources of energy; therefore all the policies of the Company are directed to make the judicious use of the energy resources.

Further as the Company is engaged in import and Export Business therefore information in Form A of Companies (Disclosures of particulars in the report of the Directors) Rules 1988, is not given.

B. RESEARCH & DEVELOPMENT

Your Company has not undertaken any research & development this year.

C. TECHNOLOGY ABSORPTION

Your Company has not imported any technology. However, we believe and use information technology extensively in all spheres of our activities to improve efficiency levels.

D. FOREIGN EXCHANGE EARNINGS & OUTGO

Foreign Exchange Earnings & Outgo: Earning US$ 9450.20

ACKNOWLEDGEMENT

Your directors acknowledge with gratitude the cooperation & assistance received from Shareholders, Banks, Patrons& all those stakeholders associated with the company during the year under review. For and on behalf of Board of Directors IFM Impex Global Limited

Sd/-

Place: New Delhi S. K. Yadav

Dated: 16.08.2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Twenty Sixth Annual Report and the audited accounts for the year ended on 31st March 2012: -

FINANCIAL RESULTS

(Rs. in Lacs)

2011-2012 2010-2011

Sales 30.96 23.42

Other Income 15.40 8.34

Profit/(Loss) before depreciation and interest 3.26 3.89

Less: Interest & Depreciation 0.93 1.15

Profit/(Loss) before tax 2.33 2.74

Less: Fringe Benefit Tax - -

Add: Profit/(Loss) brought down from previous year (132.32) (133.76)

Profit / (Loss) carried forward to Balance Sheet (129.98) (132.32)

During the year under review, the company has achieved a turnover of Rs. 30.96 Lacs as compared to previous year Rs.23.42 Lacs and earned a net profit of Rs. 2.33 lacs as compared to previous year's Profit figure of Rs. 2.74 Lacs.

DIVIDEND

Due to the continued losses incurred by the company over the past many years and very nominal profit during the current year, your Directors do not to recommend any dividend during the financial year.

FUTURE OUTLOOK

The company successfully executed export consignments of fresh fruits 8i vegetables to Netherland during the year. The company continues to keep its focus and expand its business activities in the agricultural, marine and food processing sector. In the previous year, due to lack of financing options the company could achieve a small turnover, however, the Directors are exploring linkages to establish permanent clients overseas for agricultural products and have initiated steps to acquire the requisite approvals for restarting the company's marine & other food export business. The Directors are confident that the company shall strongly perform in the business of trading in domestic and international markets in the coming financial year.

PARTICULARS OF EMPLOYEES

Information required as per section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 forming part of this report for the year ended 31st March, 2012 is NIL

PUBLIC DEPOSITS

The Company has not accepted any public deposits in terms of section 58A of the Companies Act, 1956 and the rules made there under.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis, forming part of this report, as required under Clause 49(IV) (F) of the Listing Agreement with the stock exchanges is attached separately to this Annual Report.

DIRECTORS

In accordance with the provisions of section 256 of the Companies Act, 1956 and Articles of Association of the company, Mr. 0. P. Yadav, Directors of the company retire by rotation at this ensuing Annual General Meeting of the company and offer himself for reappointment. In view of vast experience & knowledge and continued association & support to the company over the last many years, it will be in the interest of the Company that 0. P. Yadav be reappointed as Directors of the Company.

Your Directors, welcome on the Board, Mr. Rakesh Sidhu as Independent Director of the Company. Mr. Rakesh Sidhu has been inducted on the Board of your Company as an additional Director with effect from 03rd August 2012. Mr. Satya Pal Chauhan, due to personal reason had resigned from the directorship of the Company on 29th July 2012.

DIRECTORS' RESPONSIBILITY STATEMENT

Directors' Responsibility Statement as required under Section 217(2AA) of the Companies Act, 1956 is as follows:

(i) In preparation of the annual accounts as on 31.03.2012, the accounting standards issued by the Institute of Chartered Accountants of India as applicable to the Company have been followed.

(ii) The accounting policies were selected and applied consistently and the judgment and estimates were made that were 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 ended on 31.03.2012 and of the Profit of the Company for the period ended on 31.03.2012 subject to note no. l(vi), 2(ii), (vi), (viii), (x), (xi) and (xii) of the notes to accounts annexed to and forming part of the accounts in schedule no. 16 of the annexure to the auditors report.

(iii) Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) Annual accounts are prepared on a going concern basis.

CHANGES IN SHARE CAPITAL

The Authorised Share Capital of the company is Rs. 55,000,000 divided into 5,500,000 equity shares of Rs.10/- each. During the period under review, the said capital has not been raised by the company. The Issued & Subscribed remains at Rs. 30,056,000/-.

AUDITORS

The company's Auditors M/s Neeraj Ramesh Chandra & Associates, New Delhi-110017, having registration No. 017155N retire and being eligible, offer themselves for re-appointment. The Company has received letter from the auditors to the effect that their re-appointment, if made, would be within the limits specified under Section 224(1B) of the Companies Act, 1956. Members are requested to appoint the auditors for the financial year 2012-13.

AUDITORS' REPORT

As regards the observations of the Auditor's in his Report of even date, these are self explanatory and therefore, do not call for further comments.

CORPORATE GOVERNANCE

A separate report on corporate governance along with a certificate from statutory auditors regarding compliance with the conditions of corporate governance forms a part of Annual Report.

LISTING

The securities of the Company are listed at BSE Limited and Delhi Stock Exchange but the trading of the Company were suspended at both Stock Exchanges, Now the Company has complied with all the compliances required to revoke the suspension of the trading of the Company and thus suspension has

been successfully revoked and trading of Shares have been commenced at BSE trading platform. INTERNATIONAL SECURITY IDENTIFICATION NUMBER (INE169F01014)

Your Company has admitted its securities with National Services Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable our shareowners to hold their shares in dematerialised form. International Security Identification Number of your Company is INE169F01014

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the 'Green Initiative in Corporate Governance' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members who are holding shares of the Company in physical mode, are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Directors) Rules 1988 and forming part of the Director's report for the year ended 31st March, 2012 are given below:

A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Your Company consumes minimum energy and strives to reduce energy consumption. Your Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible.

We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines. However during the year the company was not involved in any manufacturing activities, which require consumption of energy.

B. RESEARCH & DEVELOPMENT

Your Company has not undertaken any research & development this year.

C. TECHNOLOGY ABSORPTION

Your Company has not imported any technology. However, we believe and use information technology extensively in all spheres of our activities to improve efficiency levels.

D. FOREIGN EXCHANGE EARNINGS & OUTGO

Foreign Exchange Earnings & Outgo: Earning 3,350USD (PY NIL)

ACKNOWLEDGEMENT

Your directors acknowledge with gratitude the cooperation & assistance received from Shareholders, Banks, Patrons & all those stakeholders associated with the company during the year under review.

For and on behalf of Board of Directors IFM Impex Global Limited

Sd/-

Place: Delhi S. K. Yadav

Dated: 25.08.2012 Chairman


Mar 31, 2010

To the Members,

The Directors have pleasure in presenting the Twenty Fourth Annual Report and the audited accounts for the year ended on 31st March 2010:

FINANCIAL RESULTS

(Rs. in Lacs)

2009-2010 2008-2009

Sales 07.12 25.85

Other Income 1.22 2.98

Profit/(Loss) before depreciation and interest 1.64 1.70

Less: Interest & Depreciation 1.52 1.52

Profit/(Loss) before tax 0.12 0.18

Less: Fringe Benefit Tax - -

Add: Profit/(Loss) brought down (134.06) (134.06) previous year

Profit / (Loss) carried forward (133.76) (133.88) to Balance Sheet

During the year under review, the company has achieved a turnover of Rs. 07.12 Lacs as compared to previous year Rs.25.85 Lacs and earned a net profit of Rs. 0.12 lacs as compared to previous year's Profit figure of Rs. 0.18 Lacs.

DIVIDEND

Due to the continued losses incurred by the company over the past many years and very nominal profit during the current year, your Directors do not to recommend any dividend during the financial year.

CHANGE IN SHARE HOLDING PATTERN

There is no major change in the shareholding pattern during the year under review.

FUTURE OUTLOOK

The company continues to keep its focus and expand its business activities in the agricultural and food processing sector. In the previous year, due to lack of financing options the company could not achieve the desired turnover. Further, the company is facing financial hardships as no finance is forthcoming. The company's efforts in settling long pending secured loans from banks and financial institutions succeeded during the previous year as the company settled its overdue borrowal account with Oriental Bank of Commerce. Your company has no further secured loans as on date. The company has stepped up its efforts to realize the book debts and advances. The Directors are confident of turning around the company's fortunes in the coming years.

MATERIAL CHANGE

The company has settled its major dispute, under jurisdiction in the Debt Recovery Tribunal - II, New Delhi from past 10 years, with the OBC / ARCIL by paying under one time settlement offer letter dated 15/07/2009 for a compromised amount of Rs. 50,00,000/-.

PARTICULARS OF EMPLOYEES

Information required as per section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 forming part of this report for the year ended 31st March, 2010 is NIL.

PUBLIC DEPOSITS

The Company has not accepted any public deposits in terms of section 58A of the Companies Act, 1956 and the rules made there under.

DIRECTORS

In accordance with the provisions of section 256 of the Companies Act, 1956 and Articles of Association of the company, Shri Satya Pal Chauhan and Shri S P Jain, Directors of the company retire by rotation at this ensuing Annual General Meeting of the company and being eligible offer themselves for reappointment. In view of their vast experience & knowledge and their continued association & support to the company over the last many years, it will be in the interest of the company that Shri Satya Pal Chauhan and Shri S P Jain be reappointed as Directors of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Directors' Responsibility Statement as required under Section 217(2AA) of the Companies Act, 1956 is as follows:

(i) In preparation of the annual accounts as on 31.03.2010, the accounting standards issued by the Institute of Chartered Accountants of India as applicable to the Company have been followed.

(ii) The accounting policies were selected and applied consistently and the judgment and estimates were made that were 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 ended on 31.03.2010 and of the Profit of the Company for the period ended on 31.03.2010 subject to note no. l(vi), 2(H), (vi), (viii), (x), (xi) and (xii) of the notes to accounts annexed to and forming part of the accounts in schedule no. 16 of the annexure to the auditors report.

(iii) Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) Annual accounts are prepared on a going concern basis.

AUDITORS

The company's Auditors M/s Neeraj Ramesh Chandra & Associates, New Delhi-110017 retire and being eligible, offer themselves for re-appointment. The Company has received letter from the auditors to the effect that their re-appointment, if made, would be within the limits specified under Section 224(1B) of the Companies Act, 1956. Members are requested to appoint the auditors for the financial year 2010-11.

AUDITORS' REPORT

As regards the observations of the Auditor's in his Report of even date, these are self explanatory and therefore, do not call for further comments.

CORPORATE GOVERNANCE

A separate report on corporate governance along with a certificate from statutory auditors regarding compliance with the conditions of corporate governance forms a part of Annual Report.

FOREIGN EXCHANGE EARNINGS & OUTGO

Foreign Exchange Earnings & Outgo : NIL

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the year the company was not involved in any manufacturing activities, which require consumption of energy.

ACKNOWLEDGEMENT

Your directors acknowledge with gratitude the cooperation & assistance received from Shareholders, Banks, Patrons & all those stakeholders associated with the company during the year under review.

For and on behalf of Board of Directors

(S. K. YADAV) Chairman

Place : Delhi Dated : 15.07.2010

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