Directors Report of Rosmerta Digital Services Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 03“* Annual Report of Rosmerta Digital Services
limited together with Annual Audited Accounts for the year ended 31“ March, 2024.

• 1. Financial Highlights:

Particulars 1	Amount (in 000s) (2023-24)	Amount (in 000s) (2022-23)
} Revenue from Operations	8,41,900	2,97,891
’ Other Income	7
1 Total Income	8,41,907	i" 2,97,891
'' Expenses	6,88,273	2,67,425
1 Profit Before Interest Depreciation and Taxes	1,53,634	30,466
’ Less: Finance Cost/ interest	10,695	6,549
1 Less: Depreciation and Amortization Expense	1,765	1,579
Profit Before Taxes	1,41,174	22,338
: Less: Income Tax Expenses: : Current Tax	37,815	7,193
Income Tax of Earlier Year	-	-
Deferred Tax	(2,293)	.....(1,042)
Profit, after Tax	1,05,652	16,187
Add: Balance brought forward from previous ''rears	-	-
Add; Other Comprehensive Income/ (loss)	. 564	(70)
Balance Carried to Balance Sheet	105,088	16,117
Earnings Per Share (INR) Basic	15.07	231
Diluted	15.07	2.31

2. Brief description of theCompany’s working during the vear/State of Comnanv’s affairs

To carry on the business of Digital Marketing Services, Artificial intelligence, machine learning,
outsourcing services, IT enabled services, deal in all kinds of spare parts of automotive, auto anciilaries,
auto accessories, and logistics services of goods, products, materials to various destinations including
any kind of last mile logistics services.

The highlights of the Company’s performance are as under -

Your Company’s performance during the year under report has significantly improved. The Company’s
gross turnover increased by 282% to 8,41,900 Thousands during the year compared to 2,97,891
Thousands in previous year. Net profit increased to 1,06,216 Thousands compared to 16,117 Thousands
in previous year.

3. Change in the Nature of Business

There is no change in the nature of business carried on. by the Company. However, the Company vide
shareholders approval dated April 30, 2024 has amended its main objects forming part of the
Memorandum of Association post-closure of the financial year to expand the activities which can be
undertaken. The key changes in the main objects include addition of activities like comprehensive
outsourcing services, dealing in automotive spare parts, anciHari.es, and accessories, including oil,
lubricants, providing logistic services etc.

Further, while the Company was a deemed public company, full status of public company was also
obtained vide fresh certificate of incorporation dated 3^rd June 2024. As a result of change of status, the
n™fi of the Company has also been changed from Rosmerta Digital Services Pvt Ltd to Rosmerta
Digital Services Ltd.

4. Dividend

Your Directors are pleased to recommend 5% dividend of INR0.50 per equity share on face value of
INR 10 each aggregating to INR 35,05,000 for the financial year ended 31 * March 2024.

5. Transfer to Reserves

No profits are proposed to be transferred to reserves

6. Capital Structure

The Company’s Equity Share Capital position as on 31st March, 2024 is as follows: -

	Authorised Share Capital		Issued, Subscribed & Paid-up Share Capital
	No. of { FaceVa,ue Sbares j (inRs.) J •1	Amount (in Rs.)	No. of Shares	Face | Value j Amount (in Rs.) (inRs.) j
Equity	1,00,000 1 10.00 4	10,00,0(H)	10,000	10.00 j 1,00,000 4
Total		10,00,000	Total * j 1,00,000

During die Financial Year under review, there has been no change in the Authorised and Paid-up Equity
Share Capital.

However, after-die.closure of die Financial-Year, the Authorized Share Capital has- been increased from
Rs.10,00,000/- (Rupees Ten Lacs only) divided into 1,00,000/- (One Lakh) Equity shares of Rs. 10/-
(Rupees Ten only) each to Rs. 11,00,00,000/- (Rupees Eleven Crores only) divided into 1,10,00,000/-
(One Crore Ten Lakhs) Equity shares of Rs. 10/- (Rupees Ten only) each vide shareholders¹ approval
dated April 30,2024.

Further, the Board has also recommended the following subjects to die approval of shareholders at the
ensuing Annual General Meeting:

i) Issuance of 70,00,000 ( Seventy Lakhs) equity shares of INR 10 each (Indian Rupees Ten only),
aggregating to INR 700,00,000 (Indian Rupees Seven Crores Only) as bonus equity shares to existing
shareholders of company as on date of 3^Id Annual General Meeting of the company in the ratio of

• 700:1,. . .

ii) Subdivision of 1 (one) Equity Share with a face value ofINR 10 (Indian Rupees Ten) each into 5 (five)
Equity Shares with a face value ofINR 2 (Indian Rupees Two) each

7. Fraud Reporting

During the Financial Year under review, the Statutory Auditors have not reported any incident of fraud
to the Board of Directors of the Company pursuant to die. provisions of Section 143(12) of the
Companies Act, 2013.

8. Declaration of Independence of Independent Directors

During the Financial Year under review , the provisions of Section 149 of (he Companies Act, 2013
with respect to appointment of Independent Directors are not applicable to your Company. Therefore,
the requirement of obtaining the declaration confirmation from the Independent Directors is not
applicable to the Company, .

9. Material changes and commitments, if any, affecting the financial position of the company
which have occurred between the end of the financial year of the company to which the financial
statements relate and the date of the report

Except to the extent disclosed in this report, no material changes and commitments affecting the
financial position of the Company occurred between the end of the financial year to which these
financial statements relate and the date of this report

10. Details of revision offinandal statement or-the report

There is no revision of financial statements ox the report in respect of any of immediately preceding
financial years.

1L Details of Snbsidiarv/Jofat Ventures/Associate Companies

The Company does not have any subsidiary company/Joint Venture/Associate company as on 31^st

A. t iF* ntlipr rfotatlc ViRTRtn lwlrtw

s. No.	Name of Company	Relationship
•1	KKH Technologies Private Limited	-Ultimate Holding Company -
2	Rosmerta Technologies Ltd.	Holding Company

Since, the Company does not have any Subsidiary, Associate and Joint Venture Companies, thus there
is no requirement to annex Form AOC-1 to this report.

12* Corporate Social Responsibility iCSR)

During die Financial Year under review, your Company was not required to adhere to the-provisions
of Section 135 of the Companies Act, 20 IS¬
IS, Details relating to Deposits covered under Chanter V of the Act .

During the Financial Year under review, the Company has not accepted any deposits covered under
Chapter V of the Companies Act, 2013, i.e. within the meaning of Section 2(31) of the Companies Act,
2013 read with-Rule 2(1 )(c) of the Companies (Acceptance of Deposits)-Rnles, 2014 and as such there
are no such overdue deposits outstanding as on 31st March, 2024.

14. Directors and Kev Managerial Personnel (KMPs):

During the Financial Year under review, there was no change in the structure of Board of Directors of
the Company.

The Board of Directors as on 3 I^s1 March, 2024 comprises of Two (02) Directors, the details are as
follows:

S.No.	Name of the Director j Designation -	DIN
01	Mr. Mukesh Malhotra j Director	01345153
! 02	Mr. Brijesh Singh , Director	03217960

During the Financial Year under review, there was no appointment of any Key Managerial Personnel
as per the provisions of Section 203 read wife Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 of the Companies Acl, 2013.

Post closure of the financial year, the following changes took place in the Board of Directors and Key-
Managerial Personnel:

1. Mr. Sanjay Shanna was appointed as Whole-time Director w.e.f. 30.04.2024,

2, Mr. Akhil Gupta was appointed as a Whole-time Director & Chief Executive Officer w.e.£, 21.06.2024.

Further Mr. Mukesh Malhotra (DIN: 01345153), Director of the Company is liable to retire by rotation
at the ensuing Annual General Meeting (“AGM”) pursuant ta the provisions of Section 152 of the
Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules,
2014 and being eligible offers himself for reappointment An appropriate resolution for re-appointment
is being placed for the approval of the Members of the Company at the ensuing AGM.

During theyearj no remuneration has beento ..any-Director.

15. • Company’s Policy on Directors* appointment and remuneration

During the Financial Year undo- review , the Company does not fall under the prescribed ni₃« of
companies as provided under the provisions of Section 178(1) of Companies Act, 2013.

16. Meetings of the Board of Directors:

The Meetings of the Board of Directors are pro-scheduled and intimated to all the Directors in advance
to order to facilitate them to plan their schedule. There were 6 (Six) Meetings of the Board of Directors .
held during the Financial Year 2023-24 in compliance with die requirements of the Companies Act,
2013 & SS -1 (Secretarial Standards on Board Meetings) issued by The. Institute of Company
Secretaries of India (ICSI).

The names of Members of the Board of Directors and their attendance at (he Board Meetings are as
under

S. No.	Date of Board Meeting	Name of Directors
		Mukesh Malhotra	Brijesh Singh
1	24''‘ May, 2023	Present	Present
2	21s July-2023	Present	Present
'' 3	16m September 2023	Present	Present
4	31st October 2023	Present	Present
5	23rd February 2024	Present	Present
6 L—_____	29’"March 2024	Present	Present

17. Statutory Audit

S.S. Kothari Mehta & Company, ''ChartEred Accountants, Finn Registration No. 000756N, has been
appointed as statutory auditors of the Company in the Annual General Meeting held on 27th September,
2022 for conducting the Statutory audit of the Company for a period of 5 (five) years i.e. w.e.f. 01st
April, 2022 till 31st March, 2027.

18. Board’s Comment on Auditors’ Report

The auditor’s report and its contents are self-explanatory and does not contain
qualification/observations,.

19. Conservation of energy, technology absorption and foreign exchange earnings and «nto«r

During the Financial Year under review, the Company has not taken any specific measure towards
conservation of energy and technology absorption, therefore, no disclosure is warranted in the manner
prescribed under the Companies Act, 2013.

Foreign exchange earnings and outgo during the Financial Year under review were NIL.

20. Web link of Annual Return. If Anv

As required under Section 92(3) of the Companies Act, 2013 read with the Companies (Management
and Administration) Rules, 2Q14, die draft Annual Return of the Company is available on the
Company’s website at htte://www.rosmertadigital.com/

21. Particulars of loans, guarantees or investments under Section 1 Sfi of Companies A ft Iftl 3

During the Financial Year under review, the Company has not given any loans, provided guarantees or
made investments as covered under section 186 of the Companies Act, 2013. Hence, die provision of
this section is not applicable to the company.

22. Particulars of Contracts or Arrangements with Related Parties under Section 188 of
Companies Act 2013

During the Financial Year under review, the Company in ordinary course of business on arm length
basis have entered into contract or arrangement or transactions with its Related Parties under Section
188(1) of the Companies Act, 2013. Details of all such transaction which are material are disclosed in
Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014 in annexed Form No. AOC.2 along with this report

Attention of the Shareholders is also drawn to the disclosure of transactions with Related Parties as set
out in Note No. 26 of the Financial Statements. None of the Directors have any pecuniary relationship
or transactions vis-a-vis the Company.

23. Secretarial Audit Report

The provision of conducting Secretarial audit under section 204 of the Corrpanies Act, 2013, is not
applicable to the company,

24. Details of significant and material orders passed by the regulators or courts or tribunals
mulcting the going concern status and company’s operations in future

There were no significant or material orders passed by regulators or courts or Tribunals impacting the
status and company¹ s operations in future.

25. Maintenance of Cost Records

The Directors state that during the Financial Year under review, the overall turnover of the company
does not exceed the limit prescribed for maintenance of Cost Records as specified by the Central
Government under Section 148(1) of the Companies Act, 2013, accordingly such maintenance of such
accounts and records is not applicable to the Company.

26. Tranefpr nf ITnrlaimed/Umi aid Amount to Investor Education and Protection Fond

Pursuant to provisions of the Act read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, ("Rules’), the dividend which
remains unclaimed or unpaid for a period of seven years from the date of transfer to the Unpaid
Dividend Account of the Company and shares on which dividend are unclaimed or unpaid for a
consecutive period of seven years or more are liable to be transferred to IEPF- This clause is not
applicable,

27. Details of Application / Any Proceeding Pending Under the Insolvency and Bankruptcy
Code. 2016

Neither any application was made nor any proceeding was pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the financial year.

28. Disclosure for prevention of sexual harassment of women at workplace

Your Company believes in providing a safe and harassment free workplace for every women working
with the Company. The Company endeavours to create and provide an environment that is free, from
discrimination and harassment including sexual harassment

In accordance with die requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressai) Act, 2013 (“POSH Act”) and Rules made thereunder, the Company has in
place a policy which mandates no tolerance against any conduct amounting to sexual harassment of
women at workplace. The Company has constituted Internal Complaints Committees) (ICCs) to
redress and resolve any complaints arising under the POSH Act. Training! awareness programs are
conducted throughout the year to create sensitivity towards ensuring respectable workplace. There are
no complaints reported to Internal Complaints Cominittee(s) (ICCs) formed under POSH Act

29. Statement indicating development and implementation of a risk management policvfor the
company including identification therein of elements of risk, if any, which in the opinion of Board
may threaten theexistence of the Company

The Board does not perceive any immediate ride which may threaten the existence of the Company:
The Board is in the process of developing and implementing a robust ride management policy;

30. TWails of the establishment of Vigil Mechanism

As per the provisions of Section 177(9) of the Companies Act, 2013, the Company does not fell under
the criteria of prescribed class of companies which are required to establish Vigil Mechanism. Thus
this clause is not applicable on fire Company.

31. Tn Respect ofAdgfluacy Of Internal Financial Control With Reference ToThe
Financial Statements

Pursuant to Section 134 (3)(q) read with Rule 8(5) (viii) of Companies (Accounts) Rules, 2014, and.
ICAJ guidance note on adequacy on internal financial controls.

with reference to financial statements, it is stated that there are adequate internal control systems in the
Company.

32. Compliance with Secretarial Standards

The Company has duly complied with the provisions of Secretarial Standards applicable on die
Company,

33. Directors’ Responsibility Statement

Pursuant to the requirement under Section 134 of the Companies Act, 2013 with respect to Directors’
Responsibility Statement, it is hereby confirmed:

{i> that in the preparation of the accounts for the financial year ended March 31, 2024 the applicable
accounting standards had been followed along with proper explanation relating to material departures;
(ii) that 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 feir view of the state
of affairs of the Company at the end of the financial year and of the profit of the Company for that
period;

(in) that the Directors had taken proper and sufficient care for the maintenance of adequate amwA;
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts on a ‘going concern’ basis.

(v) the .Directors.had devised proper systems to ensure compliance with the provisions of ajl applicable
laws and that such system were adequate and operating efficiently.

34. Acknowledgements

The Directors wish to record their appreciation of the services rendered and contribution made by the
employees at all levels for the growth of the Company. The Directors also convey their grateful thanks
to the Banks, Government Authorities, Suppliers and the consumers for their continued assistance and
co-operation.

FOR ROSMERTA DIGITAL SERVICES LIMITED (FORMERLY KNOWN AS ROSMERTA
DIGITAL SERVICES PVT LTD)

\^^v ____

Brijesh Singh Mukesh Maihotra

(DIRECTOR) /OX Vo¹ (DIRECTOR)

DIN: 03217960 C7 \rrv\ DIN: 01345153

Place: Gurugram Ibl j^w\ Place: Gurugram

Date: 21MM24 V^\ /C/ Date:.21.06.2024