To,
The Members,
Naman In-Store (India) Limited
Your Board of Directors (hereinafter referred as the "Board")
is pleased to present the 15th Annual Report on the business and operations of the
Company, together with Audited Financial Statements of Naman In-Store (India)
Limited(" Company") for the Financial Year ended 31st March 2025
(hereinafter referred as the "Financial Year" or "Year under
Review").
1. FINANCIAL SUMMARY AND HIGHLIGHTS
The salient features of the Company's financial results compared to the previous
financial year is abridged as follows:
Amount in INR. Lakhs
Particulars |
Year ended |
Year ended |
|
31st March 2025 |
31st March 2024 |
| Revenue from operation |
15,562.86 |
14,474.40 |
| Other Income |
149.85 |
12.55 |
Profit Before Interest and Depreciation |
1621.77 |
2115.72 |
| Finance Costs |
375.72 |
428.03 |
| Depreciation |
396.02 |
388.96 |
| Profit Before Taxation and exceptionalitems |
850.03 |
1298.73 |
| Less: Exceptional Items |
- |
65.77 |
Profit before tax |
850.03 |
1232.96 |
| Less: Current Tax |
259.09 |
337.22 |
| Less: Deferred Tax |
(39.01) |
(31.47) |
| Less: Prior year tax adjustments |
1.99 |
0.01 |
Profit For the Year After Tax |
627.95 |
927.20 |
Earnings Per Share (Pre-Bonus) (Face Value of Shares is INR.10/-) |
|
|
| Basic |
5.34 |
11.99 |
| Diluted |
5.34 |
11.99 |
Earnings Per Share (Post Bonus) Face Value of Shares is INR.10/-) |
|
|
| Basic |
5.34 |
11.99 |
| Diluted |
5.34 |
11.99 |
The aforesaid financial summary is based on the Standalone Audited Financial Statements
of the Financial Year ended 31st March 2025 prepared in accordance with the Generally
Accepted Accounting Principles (GAAP) in India under the historical cost convention on an
accrual basis. These financial statements to comply in all material aspects with the
accounting standards notified under the Companies (Accounting Standards) Rules, 2021,
specified under Section 133 and other relevant provisions of the Companies
2. STATE OF COMPANY'S AFFAIRS
Naman In-store (India) Limited is one of the India's prominent display and retail
furniture and fixture company with a broad spectrum of offerings and in-store solutions to
various industries During the year the Company has generated revenue from the operations
of INR. 15,562.86 Lakhs compared to previous year of INR. 14,474.40 Lakhs and earned net
profit after tax INR. 627.95 Lakhs as compared with the corresponding figures in the
previous year of INR. 927.20 Lakhs.
3. CHANGE IN NATURE OF BUSINESS, IF ANY
During the financialyear under review, there has been no change in the nature of the
business of the company.
4. TRANSFER TO RESERVES or year ended March 31, 2025, to Reserves. f
YourCompanyhasnottransferredtheprofits
Considering the future expansion plan and fund requirements, your directors consider it
prudent not to declare the dividend for Financial Year 2024-25.
6. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
There were no funds required to be transferred to the Investor Education and Protection
Fund (IEPF).
7. SHARE CAPITAL
Authorised Share Capital
During the Financial Year, the authorised share capital of the company has been
increased from INR. 11,00,00,000/- (Indian Rupees Eleven Crores only) consisting of
1,10,00,000 (One Crore and Ten Lakhs) equity shares of INR. 10/- (Indian Rupees Ten only)
each to INR. 15,00,00,000/- (Indian Rupees Fifteen Crores only) consisting (One Crore and
Fifty Lakhs) equity shares of INR.10/- (Indian Rupees Ten only) each.
As on 31st March 2025, the Authorised Capital of the Company is INR. 15,00,00,000/-
(Indian Rupees Fifteen Crores only) consisting of 1,50,00,000 (One Crore and Fifty Lakhs)
equity shares of INR.10/
Issued, Subscribed and Paid-up Share Capital
Initial Public Offer:
The Company raised Rs.25,34,72,000/- (Rupees Twenty-Five Crore Thirty-Four Lakhs
Seventy-Two Thousand only) from the primary capital market through an Initial Public Offer
("IPO") of equity shares of Rs.10/- (Rupees Ten each at a premium of Rs.79/-
(Rupees Seventy-Nine only) each. The equity shares of the Company were listed on the NSE
Emerge Platform on 2nd April 2024. The Funds received pursuant to IPO, shall be utilised
stated in the Prospectus.
The Board further like to appraise that in the last Annual General Meeting held on 27
th September 2024, the Shareholders of the Company has approved the variation in terms of
objects as stated in the prospectus. The revised objects are as under:
Modified Objects |
Revised Allocated Amount (Rs. Lakhs) |
Amount 31st March 2025 (Rs. Lakhs) |
Amount Unutilized till 31 st March 2025 (Rs. Lakhs) |
Funding of Capital Expinditure for purchase of land for setting up a
new Manufacturing/ Factory Unit in Gat No. 18/2, 31, 32, 33, 34/1, 34/2, 35, 36/1, Village
Chambale, Taluka Wada, Dist. Palghar, Maharashtra: 421312 |
549.03 |
549.03 |
- |
Construction Chambale, Taluka Wada |
1113.79 |
- |
1113.79 |
Stamp Duty, Registration & Other Statutory Expenses |
37.18 |
37.18 |
- |
| General Corporate Purpose |
584.72 |
584.72 |
- |
| Public Issue Expenses |
250 |
250 |
- |
Preferential Issue:
During the Financial Year, the Company has issued and allotted 25,17,980 (Twenty-Five
Lakhs Seventeen Thousand Nine Hundred Eighty) fully paid-up Equity Shares of the company
having face value of INR.10/- (Indian Rupees Ten only) each at INR. 139/- (Indian Rupees
One Thirty - Nine only) per share (including securities premium of INR.129/- (Indian
Rupees Twenty-Nine Only) per Equity Shares, aggregating to INR. 34,99,99,220/- (Indian
Rupees Thirty - Four Crores Ninety-Nine Lakhs Ninety- Nine Thousands Two Hundred Twenty
only) under Preferential Issue as approved by Regulatory Authorityandfiledwiththe NationalStock
Exchange of India Limited at Emerge Exchangeviz. platform ("NSE Emerge").
ed: allott GivenbelowistheDetailsoftheEquitySharesissuedand
Name of the Investor |
Number of Shares Issued & Allotted |
Consideration(Rs.) |
Date Of Allotment |
% of total Shareholding post allotment |
Ashish Rameshchandra Kacholia |
10,79,135 |
14,99,99,765/- |
7th October 2024 |
8.26% |
RBA Finance & Investment Co |
10,79,135 |
14,99,99,765/- |
7th October 2024 |
8.26% |
| Ramakrishnan Ramamurthi |
3,59,710 |
4,99,99,690/- |
7th October 2024 |
2.75% |
The object of the proceeds of the Preferential Issue is as under:
Particulars |
Amount in Lakhs |
Amount Utilized till 31 st March 2025 |
| General Corporate Purpose |
Rs.850/- |
Rs.850/- |
| Working Capital |
Rs.2649.99/- |
Rs.1650/- |
Employee Stock Option Scheme ("ESOS"):
The Board of Directors of the Company in their meeting held on 7th March 2025 has
considered and approved the Employee Stock Option Scheme to create, offer, issue, and
allot in one or more tranches under the said ESOS Scheme at any time to or for the benefit
of Eligible Employees (as defined under the ESOS Scheme) of the Company 7,00,000 (Seven
Lakhs) Options exercisable into equal number of Equity Shares in the Company ("Pool
of Options" or "ESOS
Pool". The Shareholders approval for the same was obtained through postal ballot
on 12th April 2025. As on the date of this report the Company has applied for the
In-principle Approval of the Stock Exchange where the shares of the Company are listed.
The Company has not granted any Options to any employee as on the date of this report.
As on 31st March 2025, the Issued, Subscribed and Paid-up equity share capital of the
Company is INR. 13,06,59,800/- (Indian Rupees Thirteen Crores Six Lakhs Fifty-Nine
Thousand and Eight Hundred Only) divided into 1,30,65,980 equity shares of INR.10/-(Indian
Rupees Ten Only) each.
8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 & Schedule V Para B of the Securities Disclosure
Requirements) Regulations, 2015, (hereinafter referred as "SEBI LODR 2015"
or " SEBI ) Management's Discussion and Analysis Report, for the financial
year under review, is presented in as separate section forming part of this Board Report,
is attached asANNEXURE I.
9. PARTICULARS OF EMPLOYEES
In terms of section 197 of the Act read with rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the disclosures with respect to the
Remuneration of Directors, Key Managerial Personnel and Employees of the Company, forming
the part of this Annual Report are attached ANNEXURE II as to this Board's Report.
Further, statement containing details of employees as required in terms of section 197 of
the Act read with rule 5(2) and rule 5(3) of the Companies (Appointment and Remuneration
included therein.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL a) BOARD OF DIRECTORS:
The Board comprises of Ten (10) directors of which Four (4) are Whole Time Directors;
One (1) Chairman & Managing Director; and Five (5) are Independent Directors as on
31st March 2025, who bring in a wide range of skills, expertise and experience to the
Board.
During the financial year 2024-2025 under review the Company has received Form MBP-1
from all Directors as required under the provisions of Section 184 (1) of the Companies
Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 which
mandates that each director discloses his/her interest or concern in any company, body
corporate, firm, or other association of individuals.
Further, the Directors of the Company have made necessary disclosures, as required
under various provisions of the Companies Act, 2013 and SEBI LODR, 2015. b) Key
Managerial Personnel (KMP) of Company Secretary & Compliance Officer with effect
from 31 Mr.Ritik st January 2025. The company places on record its appreciation for the
valuable services rendered by him during the tenure.
The Board appointed Ms. Roshni Tiwari, as the Company Secretary and Compliance Officer
of the Company with effect from 22nd April 2025. She is a qualified Company Secretary and
a member of the Institute of Company Secretaries of India (ICSI) and will act as the Key
Managerial Personnel under Section 203 of the Companies Act, 2013.
c) Composition of the Board as on 31st March 2025
| Sr. No. Name of Director |
DIN |
Category of Directors |
| 1. Raju Mathuradas Paleja |
03093108 |
Chairman & Managing Director |
| 2. Jay Jitendra Shah |
07223478 |
Whole Time Director |
| 3. Foram Rupin Desai |
08768092 |
Whole Time Director |
| 4. Abdul Shahid Shaikh |
08881850 |
Whole Time Director |
| 5. Mehul Dipakbhai Naik |
08881884 |
Whole Time Director |
| 6. Anand Sawroop Khanna |
03010112 |
Independent Director |
| 7. Rakeshkumar Dinesh Mishra |
06919510 |
Independent Director |
| 8. Harshangiben Pravinsinh Solanki |
10377985 |
Woman Independent Director |
| 9. Niraj Omprakash Seth |
07425193 |
Independent Director |
| 10. Feni Jay Shah |
10303831 |
Woman Independent Director |
Based on the confirmationreceived by the Company, none of the Directors are
disqualified to be appointed/ re-appointed directors in terms of section 164 of the Act. d)
During the year the following changes took place in the Board of Directors/ KMP of the
Company.
| Sr. No Name of Director/KMP |
Designation Type of Change Date of Change Date of |
1 Sudhir Vasant Soundalgekar |
Independent Director |
Resignation |
24th January, 2025 |
Not Applicable |
2 Rakeshkumar Dinesh Mishra |
Independent Director |
Appointment |
07th March 2025 |
12th April 2025 |
3 Ritik Madnani |
Company Secretary |
Resignation |
31st January, 2025 |
Not Applicable |
e) Changes after the end of Financial Year 2024 25 till the date of this Report:
Mr. Rakeshkumar Dinesh Mishra resigned from the position of Independent Director with
effect from 31st July 2025. The Board appreciated his valuable contribution
during his
Board of Director at its meeting held on 05 th August 2025 and upon recommendation of
Nomination and Remuneration Committee appointed Ms. Hemali Amit Shah (DIN: 10362856) as an
Additional Director in the Independent Category of the Company, not liable to retire by
rotation, whose appointment is subject to approval of the shareholders at the ensuing
Annual General Meeting.
The Company appointed Ms. Roshni Tiwari as the Company Secretary of the Company with
effect from 22nd April, 2025, pursuant to the provisions of Section 203 of the Companies
Act, 2013 read with the applicable rules made thereunder. f) Declaration from
Independent Directors on Annual Basis
The Company has received declarations from all
IndependentDirectorsoftheCompanyconfirmingthat they meet the criteria of independence as
prescribed under section 149(6) of the Act and under SEBI (Listing Obligation and
Disclosure Requirements) Regulation, 2015. There has been no change in the circumstances
status as Independent Directors of theCompany expertise,and theBoard
satisfiedwiththeintegrity, experience (including proficiency in terms of section
Independent Directors on the Board.
The names of all the Independent Directors of the Company have been included in the
data bank of Independent Directors maintained with the Indian Institute of Corporate
Affairs in terms of section 150 rule 6 of the Companies (Appointment & Qualification
Affairs Notification dated October 22, 2019. g) Retirement of Director by Rotation
152(6)oftheAct,andArticles Inaccordancewiththeprovisionsof section of the Company, Mr.
Jay Jitendra Shah and Mr. Mehul Dipakbhai Naik, Whole Time Directors of the Company are
liable to retire by rotation, has offered themselves for re-appointment at the ensuing
Annual General resolution for their reappointment is being proposed at the Annual General
Meeting.
A detailed profile of Mr. Jay Jitendra Shah and Mr. Mehul Dipakbhai Naik, Whole Time
Director along with additional information required under Regulation 36(3) of the Listing
Regulations and Secretarial Standard on General Meetings is provided separately by way of
an Annexure to the Notice of the AGM. h) Number of Board Meetings
During the financial year under the review, 8 meetings of the board of directors of the
Company were held as follows:
Sr. No. Date of Meeting |
No. of Directors Entitled to attend the Meeting |
No. of Directors present at the Meeting |
| 1 30.04.2024 |
10 |
09 |
| 2 28.05.2024 |
10 |
10 |
| 3 19.08.2024 |
10 |
10 |
| 4 27.08.2024 |
10 |
10 |
| 5 07.10.2024 |
10 |
09 |
| 6 25.10.2024 |
10 |
09 |
| 7 08.11.2024 |
10 |
08 |
| 8 07.03.2025 |
09 |
08 |
i)
Name |
Category |
No. of Board Meetings Attended during the Financial Year |
| Raju Mathuradas Paleja |
Chairman & Managing Director |
08 |
| Jay Jitendra Shah |
Whole Time Director |
03 |
| Foram Rupin Desai |
Whole Time Director |
08 |
| Abdul Shahid Shaikh |
Whole Time Director |
08 |
| Mehul Dipakbhai Naik |
Whole Time Director |
08 |
| Anand Sawroop Khanna |
Independent Director |
07 |
| Sudhir Vasant Soundalgekar |
Independent Director |
07 |
| Harshangiben Pravinsinh Solanki |
Independent Director |
08 |
| Niraj Omprakash Seth |
Independent Director |
08 |
| Feni Jay Shah |
Independent Director |
08 |
11. COMMITTEES OF THE BOARD a) Audit Committee
The primary role of the Audit Committee includes overseeing the financial reporting
process, ensuring the accuracy and credibility of financial statements, reviewing the
appointment and remuneration of auditors, assessing internal controls and risk management
systems. The monitoring related party transactions, Committee also scrutinizes
inter-corporate loans, evaluates internal audit functions, and ensures compliance with
legal requirements related to financial statements. The Company Secretary of the Company
is also the secretary of the Audit Committee.
The terms of reference in brief for Audit Committee can be accessed
via:https://www.namaninstore.com/assets/ pdf/Audit-Committee.pdf The Audit Committee was
constituted on 08 th November 2023 and since then there is no change in the the Committee
Composition. as on 31 FollowingistheComposition st March 2025:
NameoftheCommitteemembers Positioninthe Committee |
No. of Meeting |
No. of Meeting Attended |
Entitled to Attend |
| Feni Jay Shah |
Chairperson |
06 |
06 |
| Niraj Omprakash Seth |
Member |
06 |
06 |
| Foram Rupin Desai |
Member |
06 |
06 |
During the Financial Year, the Audit Committee meetings were held on 19.04.2024,
28.05.2024, 19.08.2024, 27.08.2024, 25.10.2024 and 08.11.2024. b) Nomination and
Remuneration Committee
Nomination and Remuneration Committee ("NRC") plays a critical role in
shaping the governance and leadership structure of the company, ensuring that the right
individuals are in key positions and that their compensation aligns with both company
goals and regulatory standards. The Company Secretary of the Company is also the secretary
of the Nomination and Remuneration .Committee The terms of reference in brief for
Nomination https://www. namaninstore.com/investor.php The Policy of the Company on
Directors' appointment and Remuneration including criteria for determining qualifications,
positive attributes, independence of a Directorandothermatters provided under sub of
section 178. The Policy is available on the website of the Company:
https://www.namaninstore.com/assets/pdf/Nomination_and_Remuneration_Committee.pdf The
Nomination and RemunerationCommittee was constituted on 08 th November, 2023 and since
then there is no changeintheComposition. of the Committee as on 31
FollowingistheComposition st March 2025:
Name of the Directors |
Position in the Committee |
No. of Meeting Attended |
No. of Meeting Entitled to Attend |
| Feni Jay Shah |
Chairperson |
03 |
03 |
| Niraj Omprakash Seth |
Member |
03 |
03 |
| Anand Sawroop Khanna |
Member |
03 |
03 |
During the Financial Year, the Nomination and Remuneration Committee meetings were held
on 29.04.2024, 27.08.2024 and 07.03.2025. c) Stakeholder Relationship Committee
Pursuant to the Act and SEBI LODR, 2015 the Stakeholder Relationship Committee was
constituted on24 th November 2023 and since then there is no change in the
Composition. Following is the Composition of the Committee as on 31 st March 2025:
Name of the Directors |
Position in the Committee |
No. of Meeting Attended |
No. of Meeting Entitled to Attend |
| Feni Jay Shah |
Chairperson |
01 |
01 |
| Niraj Omprakash Seth |
Member |
01 |
01 |
| Anand Sawroop Khanna |
Member |
01 |
01 |
| Raju Mathuradas Paleja |
Member |
01 |
01 |
The terms of reference in brief for Stakeholder Relationship
namaninstore.com/assets/pdf/Stakeholders_Relationship_Committee_Policy.pdf This Committee
specifically looks into the grievances of equity shareholders of the Company. During the
Financial Year, the Stakeholder Relationship Committee meeting was held on
28.03.2025. d) Corporate Social Responsibility Committee
This Committee sets out the Company's commitment and approach towards Corporate Social
Responsibility which is based on our philosophy of always acting in the interest of others
be it our clients, employees, or society. The Company is committed to society to improve
the quality of life of the communities we serve. The Company intends to be a significant
contributor to CSR initiatives by to projects focused on education, enhancement of
livelihood, equality, environmental sustainability, and socio-cultural development in the
areas where it operates.
The Corporate Social Responsibility Committee was constituted on 24 th November 2023
and since then there is is the Composition of the Corporate Social Responsibility
Committee nochangeintheComposition. as on 31st March 2025:
Designation NameoftheDirectors |
|
No. of Meeting Attended |
No. of Meeting Entitled to Attend |
| Niraj Omprakash Seth |
Chairperson |
01 |
01 |
| Anand Sawroop Khanna |
Member |
01 |
01 |
| Raju Mathuradas Paleja |
Member |
01 |
01 |
During the Financial Year, the Corporate Social Responsibility Committee meeting was
held on 03.03.2025.
12. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND
DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the
Annual Performance Evaluation of the Directors individually as well questionnaire was
workingofitsCommittees.Astructured prepared after taking into consideration inputs
received from the Directors,coveringvariousaspectsoftheBoard'sfunctioningsuch as adequacy
of the compositionof the Board and its Committees, Board culture, execution and
performance of specified duties, obligations and governance. The exercise was carried out
to evaluate the performance of individual Directors, who were evaluated on parameters such
as level of engagement and contribution, independence of judgment, safeguarding the
interest of the Company etc. The Independent Directors of the Company met on February 28,
2025 without the presence of Non Independent Directors and members of the management to
review the performance of Non Independent Directors and the Board of Directors as a whole;
to review the performance of the Chairman and Managing Director of the Company and to
assess the quality, quantity and timeliness of flow of information between the management
and the Board. The performance evaluation of the Independent Directors was carried out by
the entire Board. The performance of the Board and its Committees were found satisfactory
and in line with the expectations of the Company.
13. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Board members are provided with necessary documents/ brochures, reports and
internal policies to enable them to familiarize with the Company's procedures and
practices, the website link is https://www.namaninstore.com/.
14. CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility ("CSR") Expenditure as approved
and recommended by the Corporate Social Responsibility Committee has been incurred for the
financial the Company. A Report on Corporate Social Responsibility is attached asANNEXURE
III to this Board Report. The Chief Financial Officer has certified that the funds
disbursed have been utilized for the purpose and in the manner approved by the Board for
financialyear ended on 31st March 2025.
15. DIRECTORS' RESPONSIBILITY STATEMENT
As required under section 134(5) of the Act, forthefinancial year ended on 31 st March
2025, the Directors hereby confirm that: a) In the preparation of the annual accounts for
the financial st March 2025, the applicable accounting standards read with the
requirements set out under Schedule III to the Act, have been followed and there are no
material departures from the same; b) The Directors have selected such accounting policies
and applied them consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as of
31st March 2025, and of the Profit of the Company for the year ended on that date; c) The
directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
company and for preventing irregularities; anddetectingfraudandother d) The directors had
prepared the annual accounts on a ‘going concern' basis; e) The directors have laid
down internal financialcontrols to be followed by the company and that such internal
financial controls are adequate and were operating effectively; and f) The directors had
devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.
16. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place a Policy on Prevention of Sexual Harassment in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition
Internal Complaints Committee (" ICC") to redress complaints received
regarding sexual harassment.
Composition of the Internal Complaints Committee:
Name C Positionin |
Designation |
|
| Ms. Foram Rupin Desai |
Officer Presiding |
Whole time Director |
| Ms. Pinky Chouhan |
Member |
HR Manager |
| Ms. Harshada Patil |
Executiv Member Production |
|
| Mr. Ashok Tiwari |
External Member |
Advocate |
During the financialyear under review:
1. Number of complaint pending during the year -Nil
2. Number of such complaint disclosed during the year- Nil
3. Number of cases pending for the a period exceeding ninety days Nil
Number of employees as on the closure of the financial year:
Female |
20 |
Male |
104 |
Transgender |
NIL |
17. MATERNITY BENEFIT FOR WOMEN AT WORKPLACE
Pursuant to the amendment notified bytheMinistryofCorporateAffairsvideMCANotification
G.S.R. 357(E), dated
30th May 2025 (Companies (Accounts) Second Amendment Rules, 2025), effective from 14th
July 2025, the Board hereby confirms that the Company is in full compliance with the
provisions of the Maternity Benefit Act, 1961. Appropriate policies and practices
regarding maternity leave entitlements, nursing breaks, return-to-work support, and
related benefits are in place and adhered to during financial year 2024-25
18. PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS
The Company has not made any Investment, given guarantee and securities during the
financial year under review. There for no need to comply provisions of section 186 of
Companies Act, 2013.
19. DEPOSITS
The Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Thus,
the Board states that no disclosure was required in respect of the details relating to
deposits covered under Chapter V of the Companies Act, 2013.
However, the Company has receipts of money which are covered under the exemption of
Deposits under Companies (Acceptance of Deposits) Rules, 2014, and the same is also
disclosed in the e-form DPT-3 for the financial year 2024-25.
20. PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review, all transactions/contracts/arrangements of the nature as
specified in Section188(1) entered during the financialyear were in the Ordinary Course of
the Business and on Arm's Length basis. The disclosure of particulars of
contracts/arrangements entered by the Company with related parties referred to in section
188 of the Companies Act, 2013 are attached asANNEXURE IV to this Board Report in
Form AOC-2.
21. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate Company. Since the
Company has no Subsidiaries, Associates or joint Venture Companies, it does not require
providing Consolidated Financial Statements.
22. INVESTOR COMPLAINTS AND COMPLIANCE
The Company received nil investor complaints during the financial year
and the same was submitted to NSE Emerge under the SEBI LODR, 2015.
23. PROVISION OF FINANCIAL ASSISTANCE TO THE EMPLOYEES OF THE COMPANY FOR THE PURCHASE
OF ITS OWN SHARES
The Company has not provided any financial of the Act.
assistancetoitsemployeesaspersection 67
24. RISK MANAGEMENT FRAMEWORK
The Company has laid down a well-defined Risk exposure, potential impact and risk
mitigation process. A detailed exercise is being carried out to identify, evaluate, manage
and monitor both business and non- business risks. The Board of Directors of the Company
periodically reviews the risksandsuggestsstepstobetakentocontrolandmitigate the same
through a properly defined framework.
25. SECRETARIAL STANDARDS
During the year under review, the Company has complied with the applicable secretarial
Standards issued by the Institute of Company Secretaries of India(" ICSI").
26. STATUTORY AUDITOR
M/s. Rushabh Davda & Associates, Chartered Accountants (Firm Registration No.
156559W), have been appointed as the Statutory Auditors of the Company for a period of
five (5) years, from the conclusion of the Annual General Meeting (AGM) held in the year
2024 until the conclusion of the AGM to be held in the year 2029.
The Statutory Auditor's Report forms an integral part of the Annual Report. There are
no audit qualifications, reservations,or adverse remarks in the Auditor's Report for the
financial
27. INTERNAL AUDITOR
M/s. Tarun P. Jain & Associates, Chartered Accountants, (FRN: FRN: 136969W) were
appointed as Internal Auditors of the Company for Financial Year 2024-25.
28. SECRETARIAL AUDITOR AND REPORT
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed CS Bhavesh
Chheda, Proprietor of M/s. Bhavesh Chheda & Associates, PracticingCompany Secretary
having membership no. A48035 and certificate, Peer Review No. 3343/2023, to conduct the
Secretarial Audit for the financial year 2024-25 to 2028-2029. The Company had provided
all assistance and facilities to the Secretarial Auditor for conducting their audit and
the report of the Secretarial Auditor for the financial year 2024-25 is annexed herewith
and marked as Annexure V to this Report. There are no qualifications, reservations
or adverse remarks made by Secretarial Auditor in the Secretarial Audit Report.
29. INTERNAL FINANCIAL CONTROL AND ADEQUACY
The Company has an adequate Internal Control System, commensurate with the size, scale
and complexity of its operations.The internal control system is in place with respect to
its financial statement which provides reasonable assurance regarding reliability of
financial reporting and the preparation of financial statements. Procedures and controls
are reviewed periodically.
30. DISCLOSURE OF ACCOUNTING TREATMENT
The financial statement of the Company for the financial year 2024-25 have been
prepared with accounting generally accepted in India (Indian GAAP). These financial
statements have been prepared to comply in all material respects specified under section
133 of the Companies Act, 2013 read with rule 7 of the Companies (Accounts) Rules, 2014,
and Companies (Accounting Standards) Rules, 2021 as amended from time to time.
31. MAINTENANCE OF COST RECORDS
The maintenance of Cost Records as specified by the Central Government under section
148(1) of the Act is not applicable to the Company as the company does not fall
under any of the category prescribed under section 148(1) of the Act. Hence, the
maintenance of the cost records as specified by the Central Government under section
148(1) of the Act is not required and accordingly, such accounts and records are not made
and maintained. Hence, the Company has not appointed any Cost Auditor during the financial
year.
32. REPORTING OF FRAUD BY AUDITOR
During the financial year under review, the statutory auditors have not reported any
instances of fraud committed against the Company by its officers or employees, the details
of which would need to be mentioned in the Board's Report, as per Section 143 (12) of the
Companies Act, 2013.
33. COMPLIANCE WITH THE CODE OF CONDUCT AND ETHICS
In compliance with the Listing Regulations and Act, the Company has framed and adopted
a code of conduct and ethics ("The Code"). The Code applies to the
members of the Board, the executive Company. All the members of the Board and Senior
Management Personnel have affirmed compliance to the code for the Financial Year ended on
31st March 2025.
34. PREVENTION OF INSIDER TRADING
Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015 ("SEBI PIT Regulations 2015") and
amendments thereto, the Board has formulated and implemented a Code of Conduct to
regulate, monitor and report trading by its designated person and other connected person
and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive
Information ("UPSI"). The trading window is closed duringthetimeof
declarationof results and occurrence of any material events as per the code. The same is
available on the Company's website and can be accessed through web link
https://www.namaninstore.com/investor. php Further, as per the provisions of regulation 3
of SEBI PIT Regulations 2015 the structured digital database("SDD") is
maintained by the Company in the Prohibition of Insider Trading Archive Compliance
Software for the purpose of maintaining record of UPSI shared with various parties on need
to know basis for legitimate purposes with date and that needs to be captured in SDD.
timestamp
35. WHISTLE BLOWER POLICY/ VIGIL MECHANISM
Pursuant to the provisions of section 177 (9) & (10) of the Act read with rule 7 of
Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI LODR, 2015, the Company
has in place a Whistle Blower Policy, which provides for a framework to report the genuine
concerns against thesuspectedorconfirmedfraudulentactivities,allegations of corruption,
violation of the Company's Code of Conduct. The Company will provide adequate safeguards
against victimization of persons who use this mechanism. Such persons shall have direct
access to the Chairman of the Audit Committee when appropriate.
During the financial year under the review, there were no complaints received by the
Chairman of the Audit Committee. The Whistle Blower Policy is disclosed on the website of
the Company at https://www.namaninstore.com/.
36. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER THE CLOSE OF
THE FINANCIAL YEAR
There have been no material changes affecting the financial position of the Company
after the close of the year.
37. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNAL
No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Company's operations in future.
38. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNING AND OUTGO
The details of the conservation of energy, technology absorption, foreign exchange
earnings, and outgo are as follows: a) Conservation of Energy
The Company's operations are involved in manufacturing process and are energy-intensive
and the Company have taken adequate steps to conserve its energy consumption. b)
Technology Absorption
Operations of the Company involves the market grade, industrial machinery and equipment
and is at par with the current dated technology, as such the Company do not involve any
kind of special technology and there was no expenditure on research & development
during this financial year. c) Foreign Exchange Earnings and outgo
The Foreign Exchange earnings and outgo during the financial period ended 31 st March
2025 is as follows:
Particulars |
As on 31st March 2025 |
As on 31st March 2024 |
| (In INR.) |
(In INR.) |
| Foreign Exchange Earnings |
41,230,023 |
32,94,973 |
| Foreign Exchange Outgo |
128,046 |
41,70,647 |
39. CORPORATE GOVERNANCE REPORT
In accordance with Regulation 15(2) of SEBI LODR, 2015, the requirement of compliance
with respect to specified Corporate Governance provisions are not applicable to the
Company as the Company has been listed on the SME exchange at NSE Emerge with effect from
April 02, 2024.
40. DISCLOSURES AS PER SCHEDULE V PARA A (2A) OF THE SEBI (LODR) REGULATIONS, 2015
In accordance with Regulation 34(3) read with Schedule V Para A (2A) of the SEBI LODR,
2015 the additionaldisclosure relating to disclosure of transactionsof the listed entity
with any person or entity belonging to the promoter/ promoter group which holds 10% or
more shareholding in the Company are already provided in the financial statements of the
Company.
41. ANNUAL RETURN
Pursuant to section 92(3) read with section 134(3) of the Act, the Annual Return is
available on the Company's website and can be accessed at
https://www.namaninstore.com/investor.php once the same is filed with the Corporate
Affairs. The Annual Return as prescribed under the Act will be filed with the Registrar of
Companies which will be available in the public domain on the website of the Ministry of
Corporate Affairs i.e. www.mca.gov.in. Further, a copy of the Annual Return is available
for inspection at the registered office of the Company on all working days, during
business hours.
42. ENHANCING SHAREHOLDERS VALUE
Your Company believes that its members are among its most important stakeholders.
Accordingly, your Company's operations are committed to the pursuit of achieving high
levels of operating performance and cost consolidating and building for growth, enhancing
the productive asset and resource base and nurturing overall corporate reputation. Your
Company is also committed to creating value for its other stakeholders by ensuring that
its corporate actionspositively impact the socio-economic and environmental dimensions and
contribute to sustainable growth and development.
43. CREDIT RATING
During the period under review, there was no credit rating has been revised and no new
credit rating has been obtained by the Company.
44. DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016 ("IBC")
No application was filed for corporate insolvency resolution process, by a financial or
operational creditor or by the Company itself under the IBC before the National Company
Law Tribunal(NCLT).
45. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING
LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT
There was no instance of one-time settlement with any Bank or Financial Institution.
46. GREEN INITIATIVE IN CORPORATE GOVERNANCE:
The Ministry of Corporate Affairs ("MCA") has undertaken a green initiative
in Corporate Governance by allowing paperless compliances by the Companies and has
permitted the service of Annual Reports and documents to the shareholders through
electronic mode subject to certain conditions and the Company can send Annual Reports and
other communications in electronic mode to the members who have registered their email
addresses with the Company.
• ACKNOWLEDGMENT
Your Board of Directors take this opportunity to express their appreciation to all
stakeholders of the Company including the Ministry of Corporate Affairs, Securities and
Exchange Board of India, the Government of India, National Stock Exchange of India Limited
and other Regulatory Authorities, Bankers, Lenders, Financial Rating agencies, Customers
of the Company for their continued support and Institutions, trust. Your directors would
like to express deep appreciation for the commitment shown by the employees in supporting
the Company in achieving continued robust performance on all fronts. In closing, we would
like to thank all the investors as well as the communities we operate in who have reposed
their trust in us and supported us in our journey.
For and Behalf of the Directors of Naman In-Store (India) Limited
Sd/- |
Sd/- |
Raju Mathuradas Paleja |
Foram Rupin Desai |
Managing Director |
Whole Time Director |
DIN: 03093108 |
DIN: 08768092 |
| Date: 22-08-2025 |
| Place: Vasai |
|