STATE OF COMPANY''S AFFAIRS BUSINESS OPERATIONS

NPST made significant strides in the past year across various fronts. We successfully launched Online Dispute Resolution and Instant Merchant Refund services, aiming to streamline digital transactions and improve customer satisfaction. Achieving over 1 billion monthly transactions underscored NPST''s robust operational infrastructure. Corporate expansion included the incorporation of Timepay Digital Infotech Private Limited, broadening service offerings and market presence. Financially, NPST''s announcement of a 2:1 bonus issue reflected confidence in its financial health and commitment to shareholders. Recognized among India''s top 1,000 listed companies, NPST solidified its market standing. Expansion into offline payments and strategic enhancements in leadership and internal operations further positioned NPST for future growth and innovation in the digital payments sector, emphasizing their

FINANCIAL PERFORMANCE

Our Company has generated revenue from its operations amounting to Rs. 12,751.16/- Lakhs in FY 2023-24 as compared to Rs. 4,078.69/- in FY 2022- 23. The total revenue year on year percentage has increased by 212.62%.

The net profits of the Company have also increased to Rs.2,670.64/- from Rs. 652.09/- which has given year on year yield 309. 55%. Further the Directors are desirous of even better opportunities and favorable growth prospects in coming future.

TRANSFER TO RESERVES

The Board of Directors of the company has not transferred any amount to its General Reserve during the Financial Year 2023-24.

DIVIDEND

No dividend has been declared by the company for the Financial year ending 31^st March, 2024. This strategic decision is driven by a forward-looking approach to retain earnings within the business, facilitating expansion through internal accruals. This move is aimed at bolstering the company''s growth prospects and fortifying its market position.

CHANGE IN THE NATURE OF BUSINESS

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

COST AUDIT

The provision of section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014 and Rule 14 of the Companies (Audit and Auditor) Rules, 2014 are not applicable to the Company.

SHARE CAPITAL AND OTHER CHANGES

During the Financial Year 2023-24, the capital structure of the company is: -

1. Authorized Share Capital

The Authorised Share Capital of the Company as on 31^st March, 2024 stands at Rs. 25,00,00,000/-(Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two crore fifty lakh) Equity shares of Rs. 10/- each.

During the year 2023-24, the authorized share capital increased from Rs. 7,50,00,000 (Rupees seven crores fifty lakhs only) divided into 75,00,000 (Seventy-five lakhs) equity shares of Rs. 10 (Rupees ten only) each to Rs. 25,00,00,000 (Rupees twenty-five crore only) divided into 2,50,00,000 (Two crore fifty lakh) equity shares of Rs. 10 (Rupees ten only) each at the shareholders meeting dated 22^nd January, 2024

2. Paid-up Share Capital

The Paid-up Share Capital of the Company as on 31^st March, 2024 stands at Rs. 19,38,60,000/-(Rupees Nineteen Crores Thirty-Eight Lakhs Sixty Thousand Only) divided into 1,93,86,000 (One crore ninety-three lakhs eighty-six thousand only) equity shares of Rs. 10/- each.

3. Preferential Issue

During the year, the Company has not increased its issued and paid-up equity share capital by making any preferential issue of shares.

4. Right Issue

During the year, the Company has not increased its issued and paid-up equity share capital by making any right issue of shares.

5. Bonus Issue

The members of the Company in the general meeting held on 22^nd January, 2024 consented the issue of bonus shares in the ratio of 2:1 i.e. two bonus equity shares of Rs. 10 each for every one fully paid equity share of Rs. 10 each in order to capitalize the reserves and surplus account of the Company amounting to Rs. 12,92,40,000 (Rupees twelve crores ninety-two lakhs forty thousand only).

The Board of Directors'' in their meeting held on 06^th February, 2024 allotted 1,29,24,000 equity shares i.e. One crore twenty-nine lakh twenty-four thousand equity shares as Bonus Shares as consented by the members of the Company in the General meeting considering 02^nd February, 2024 as the record date in the ratio of 2:1 i.e., 2 (Two) new bonus equity shares for every 1 (One) existing equity shares held as per the list of allottees.

6. Issue of Equity Shares with Differential Rights

Company does not have Equity Shares with differential rights and have not issued any shares with differential rights during the financial year 2o23-24.

7. Issue of Sweat Equity Shares

During the Financial Year no shares were issued as Sweat Equity Shares under any Scheme.

8. Issue of Employee Stock Options

During the current reporting period, the Nomination and Remuneration Committee meeting convened on 05^th July, 2024, and 23^rd August, 2024, the committee sanctioned the grant of a total of 50,900 shares and 10,000 shares to selected employees respectively.

The Nomination and Remuneration Committee of the Company administers and monitors the NPST ESOP scheme in accordance with the applicable SEBI regulations.

The disclosure as required Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is annexed to this report as Annexure-I.

9. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

There was no provision made of the money by the company for purchase of its own shares by employees or by trustees for the benefit of employees or by trustees for the benefit of employees.

10. Splitting/Sub Division of shares

No splitting/ sub division of shares was done during the financial year 2023-24.

11. Further Issue of Shares Through Initial Public Offer and Listing of Shares

No further issue of shares has taken place in the current reporting period.

CHANGE IN THE NAME OF THE COMPANY

During the financial year, there has been no change in the name of the Company.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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

DEPOSITS

Company has complied with section 73 of The Companies Act,

2013 read with the Companies (Acceptance of Deposits) Rules,

2014 and there is no outstanding deposit due for re-payment. Hence the requirement of furnishing the details of the deposits which are not in compliance with chapter V of the Act is not applicable.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The Company does not have any Associate Company/ Joint Venture, however, has two Subsidiaries namely SSK Citizen Services Private Limited and Timepay Digital Infotech Private Limited.

SSK Citizen Services Private Limited (SSK)

Corporate Information

SSK Citizen Services Private Limited was incorporated as a Private Limited Company under the provisions of the Companies Act, 2013 vide Certificate of Incorporation dated 20^th April, 2015 bearing Corporate Identification Number U72300MH2015PTC263632 issued by Registrar of Companies, Mumbai.

Capital Structure and Shareholding Pattern of SSK

The authorized share capital of SSK is Rs. 500,000/-divided into

50.000 equity shares of Rs. 10/- each. It''s issued, subscribed and the paid - up equity share capital is Rs. 1,00,000/- divided into

10.000 equity shares of Rs. 10/- each. The shareholding pattern of SSK as on 31/03/2024 is as mentioned below:

Sr. No.	Name of the Shareholder	No. of Equity Shares	Percentage
1	Network People Services	9,980	99.80%
	Technologies Limited
2	Ashish Aggarwal	10	0.10%
3	Deepak Chand Thakur	10	0.10%
	Grand Total	10,000	100.00%

Board of Directors of SSK

Boards of Directors of SSK as on 31/03/2024:

• Deepak Chand Thakur

• Ashish Aggarwal

Timepay Digital Infotech Private Limited Corporate Information

Timepay Digital Infotech Private Limited was incorporated as a Private Limited Company under the provisions of the Companies Act, 2013 vide Certificate of Incorporation dated 03^rd November, 2023 bearing Corporate Identification Number U62099MH2023PTC413277 issued by Registrar of Companies, Mumbai.

Capital Structure and Shareholding Pattern

The authorized share capital is rupees 7,50,00,000/-divided into 75,00,000 equity shares of Rs. 10/- each. It''s issued, subscribed and the paid - up equity share capital is Rs. 5,00,00,000/- divided into 50,0o,000 equity shares of Rs. 10/- each. The shareholding pattern as on 31/03/2024 is as mentioned below:

S. No.	Name of Shareholder	No. of Equity Shares	Percentage
1	Network People Services Technologies Limited	42,50,000	85.00%
2	Ashish Aggarwal	2,50,000	05.00%
3	Deepak Chand Thakur	2,50,000	05.00%
4	Savita Vashist	2,50,000	05.00%
	Grand Total	50,00,000	100.00%

Board of Directors

Board of Director as on 31/03/2024:

• Deepak Chand Thakur

• Savita Vashist

• Ashish Aggarwal

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The statement containing the salient features of the financial statement of the Company''s Subsidiary namely SSK Citizen Services Private Limited (SSK)and Timepay Digital Infotech Private Limitedis mentioned in AOC-1 annexed to this report as Annexure-II.

REGISTRAR & SHARE TRANSFER AGENTS

The Company has appointed M/s Link Intime India Private Limited as its Registrar & Share Transfer Agent.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions that were entered into by the Company during the Financial Year were in Ordinary

Composition of Board of Directors:

Our Company comprises of Six (6) Directors as on 24^th January, 2024, including three (3) Executive Directors and three (3) Non-Executive Directors out of which two (2) are Independent Directors. A vacancy in Board was created on 25^th January, 2024, after resignation of Mr. Apurva Chamaria (DIN: 07408982) leading to five (5) Directors including (3) Executive Directors and Two (2) Non-Executive Directors who are also Independent Directors. The Company filled the vacancy within 3 months from the date of vacancy by appointing an Independent Director, Mr. Ram Nirankar Rastogi (DIN:07063686) on 12^th April, 2024.

The Board structure of the Company comprises of following Directors and KMP as on 31/03/2024.

DIN/PAN	Name	Designation
06713945	Deepak Chand Thakur	Chairman & Managing Director
06986812	Ashish Aggarwal	Joint Managing Director
08845912	Savita Vashist	Executive Director
00288274	Abhishek Mishra	Independent Director
09205373	Panchi Samuthirakani	Independent Director
ADXPN1812F	Inder Kumar Naugai	CFO (KMP)

None ot the Directors on the Board ot the Company as stated above for the Financial Year ended 31^st March, 2024 have 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 other Statutory Authority. The certificate for non-disqualification is attached as Annexure-IV

Directors Liable to Retire by Rotation and be eligible to get Re-Appointed

Pursuant to the provisions of section 152(6) and other applicable provisions of the Companies Act, 2013, Mr.Deepak Chand Thakur(DIN: 06713945), got appointed as Chairman and Director (Executive Category) on the board w.e.f 20^th October, 2020, is liable to get retire by rotation at the ensuing 11^th AGM, and being eligible to get re-appointed as Director of the Company in the ensuing AGM of the Company. Accordingly, requisite resolution shall form part of the Notice convening the AGM.

Independent Directors

Mr. Abhishek Mishra (DIN: 00288274) was appointed as Independent Non-Executive Director on Board for a term of 5 (five) consecutive years, in the Extra-Ordinary General meeting held on 20^th October, 2020. Mrs. Panchi Samuthirakani (DIN:

09205373) was appointed as Independent Non-Executive Director on 25^th September, 2023, for a term of 5 years.Mr. Ram Nirankar Rastogi (DIN: 07063686) was appointed as Independent Non-Executive Director on 12^th April, 2024, for a term of 5 years.

Managing Director, CFO and CS

Mr. Deepak Chand Thakur was appointed as Chairman and Managing Director and Mr. Ashish Aggarwal was appointed as Joint Managing Director of the Company with effect from 20^th October, 2020 for a term of five years.

Mr. Inder Kumar Naugai was appointed as the Chief Financial Officer (CFO) of the company with effect from 26^th August, 2020, as per the provisions of the Companies Act 2013. He handles finance and accounts of the Company.

Mrs. Manali Rushang Ved, M.No. A62091, has resigned from the post of Company Secretary & Compliance Officer of the Company with effect from 29^th February, 2024.

Mrs. Chetna Chawla, M.No: A64291 has been appointed as Company Secretary & Compliance Officer of the Company with effect from 21^st May, 2024.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section149(6) of the Act and that they qualify to be Independent Directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The confirmations were placed before and noted by the Board.

MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and take a view on the Company''s policies and strategy apart from other Board matters. The notice for the board meetings is given well in advance to all the Directors.

During the year, the Board meetings were held on the following dates as mentioned in the table:

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1	03/05/2023	6	3
2	02/06/2023	6	4
3	26/07/2023	7	6
4	24/08/2023	5	4
5	20/10/2023	6	4
6	26/12/2023	5	3
7	29/01/2024	5	5
8	06/02/2024	5	5
9	18/03/2024	5	5

Frequency and Quorum at these Meetings were in conformity

with the provisions of the Companies Act,2013.The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

MEETINGS OF INDEPENDENT DIRECTORS

In Compliance with the Companies Act, 2013 and Secretarial Standards issued by Council of ICSI, the Independent Directors of the Company are required to hold at least one meeting in a calendar year without the attendance of Non-Independent Directors and Members of Management. Such meeting of Independent Directors of the Company was held on 29^th February, 2024.

Independent Directors Meeting considered the performance of Non-Independent Directors and Board as whole, reviewed the performance of Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

Whenever any new Independent Director is appointed, he/she is made familiar to the business and its operations and also about his/her role and duties through presentations/programs by Chairman, Managing Director and Senior Management.

All Independent Directors were present at the meetings of Independent Directors held on 29/02/2024.

Name of the Member	Position	Status
Mr. Abhishek	Chairman	Non-Executive
Mishra		Independent Director
Mrs. Panchi	Member	Non-Executive
Samuthirakani		Independent Director

DIRECTORS APPOINTMENT, REMUNERATION AND ANNUAL EVALUATION

The Company has devised a Policy for Directors; appointment and remuneration including criteria for determining qualifications, performance evaluation and other matters of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of both Non-Executive Directors and Executive Directors.

The Company''s Nomination & Remuneration policy which includes the Director''s appointment & remuneration and criteria for determining qualifications, positive attributes, independence of the Director & other matters is available on the website of the Company at the link https://www.npstx.com/ investor-desk/policies/

COMMITTEES OF THE BOARD

The Board of Directors has constituted four Committees, viz.;

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Risk Management Committee

Details of all the Committees:

1. Audit Committee:

Audit Committee (Audit Committee), as per Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; was formed vide resolution passed at the meeting of the Board of Directors held on 05^th November, 2020. The Audit Committee comprised of 3 members as on 31^st March, 2024. The Company Secretary and Compliance Officer will serve as the Secretary of the Committee. The composition of the Audit committee as on 31^st March, 2024, is as follows:

DIN	Name	Designation	Status
00288274	Abhishek	Chairman	Independent
	Mishra		Director
09205373	Panchi	Member	Independent
	Samuthirakani		Director
06986812	Ashish	Member	Executive
	Aggarwal		Director

Further, Mr. Ram Nirankar Rastogi (DIN: 07063686) was appointed as a member of Audit Committee on 24^th April, 2024.

During the year under review, the Audit Committee of the Company met four times and the details are as follows:

Sr. No	Date of Meeting	Strength of Committee	No. of Members Present
1.	03rd May, 2023	3	2
2.	26th July, 2023	3	2
3.	20th October, 2023	3	3
4.	29th January, 2024	2	2

2. Nomination and Remuneration Committee:

Nomination and Remuneration Committee was constituted vide resolution passed at the meeting of the Board of Directors held on 05^th November, 2020. The Nomination and Remuneration Committee''s composition meets with the requirement of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI LODR Regulations 2015. The Members of the Nomination Committee possesses sound knowledge/expertise/exposure. The Committee comprised of 3 members as on 31^st March, 2024. The Company Secretary and Compliance Officer will serve as the Secretary of the Committee. The composition of the Nomination & Remuneration committee as on 31^st March, 2024, is as follows:

DIN	Name	Designation	Status
00288274	Abhishek Mishra	Chairman	Independent Director
09205373	Panchi Samuthirakani	Member	Independent Director
06713945	Deepak Chand Thakur	Member	Executive Director

Further, Mr. Ram Nirankar Rastogi (DIN: 07063686) was appointed as a member of Audit Committee on 24^th April, 2024.

During the year under review, the Nomination and Remuneration Committee of the Company met four times and the details are as follows:

Sr. No	Date of Meeting	Strength of Committee	No. of Members Present
1.	02nd June, 2023	3	2
2.	05th July, 2023	3	2
3.	23rd August, 2023	3	2
4.	26th December, 2023	3	3

3. Stakeholder''s Relationship Committee:

We constituted a Shareholder/Investors grievance committee (Stakeholders'' Relationship Committee) to redress complaints of the shareholders. The Stakeholders'' Relationship Committee was constituted vide resolution passed at the meeting of the Board of Directors held on 05^th November, 2020.The Stakeholders Relationship Committee meets with the requirement of the Section 178 of the Companies Act, 2013, and Regulation 20 of the SEBI LODR Regulations 2015. The Stakeholders Relationship Committee shall oversee all matters pertaining to investors of our Company. The Committee comprised of 3 members as on 31^st March, 2024. The Company Secretary and Compliance Officer will serve as the Secretary of the Committee. The composition of the Stakeholder''s Relationship Committee as on 31^st March, 2024 is as follows:

DIN	Name	Designation	Status
00288274	Abhishek	Chairman	Independent
	Mishra		Director
09205373	Panchi	Member	Independent
	Samuthirakani		Director
06986812	Ashish	Member	Executive
	Aggarwal		Director

During the year under review, the said Committee of the Company met one time and the details are as follows:

Sr. No	Date of Meeting	Strength of Committee	No. of Members Present
1.	21st March, 2024	3	3

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of The Companies Act, 2013, with respect to Directors'' Responsibility Statement, your Directors confirm that:

a) In the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards had

been followed along with proper explanation relating to material departures and there are no material departures from the same;

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 as at 31^st March, 2024 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 the 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 are 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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis on matters related to the business performance is given as a separate section in the Annual Report.

AUDITORS OF THE COMPANY Statutory Auditors

M/s Keyur Shah & Co,Chartered Accountants, Ahmedabad (Firm Registration No.:141173W), were appointed as Statutory Auditor of the Company, in the 7^th (Seventh) Annual General Meeting held on 24^th December, 2020, to hold office for a term of five years till the conclusion of 12^th (Twelfth) Annual General Meeting to be held in the year 2025.They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

As required under the provisions of Section 139 of The Companies Act, 2013, the company has obtained a written consent and certificate from the above mentioned Auditors to the effect that they confirm with the limits specified in the said Section and they had also given their eligibility certificate stating that they are not disqualified for appointment within the meaning of Section 141 of The Companies Act, 2013.

Therefore, being eligible, the Board of Directors has appointed M/s Keyur Shah & Co. as Statutory Auditors.

Further, in accordance with the Companies Amendment Act, 2017, enforced on 7^th May, 2018 by Ministry of Corporate

Affairs, the appointment of Statutory Auditors is not required to be ratified at every AGM.

Secretarial Auditor

Pursuant to provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Board of Directors had appointed Mrs, Kala Agarwal, Company Secretary in Practice, Mumbai (Mem. No.: 5976)as a Secretarial Auditor to conduct Secretarial Audit for the financial year 2023-24 in the meeting of the board of directors held on 03^rd May, 2024.

The Secretarial Audit Report for the financial year ended 31^st March, 2024, is annexed to this Report as Annexure-V.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 & the rules made there under (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Board of Directors in their meeting held on 03/05/2023 had appointed M/s RVA & Associates LLP, Chartered Accountant, Mumbai(M.No.:115003W), as Internal Auditors to conduct Internal Audit for the financial year 202324.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations, adverse remarks or disclaimers made by Statutory Auditors of the Company in their Audit Report.

Further, the Secretarial Auditor of the Company rendered their Audit Report without any qualifications, reservations, adverse remarks, or disclaimers.

CORPORATE SOCIAL RESPONSIBILITY

NPST''s CSR initiatives and undertakings are in full accord with the stipulations of Section 135 of the Act. A concise overview of the Company''s CSR policy, along with the initiatives pursued during the year, is delineated in Annexure-VI of this report, adhering to the format prescribed by the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy can be accessed on the Company''s website at www.npstx.com/investor-desk/ policies

RISK MANAGEMENT POLICY

As of 31^st March, 2024, the Company ranks among the top 1000 listed entities. Consequently, in accordance with Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is mandated to establish a Risk Management Committee. This committee was constituted during the Board meeting held on 22^nd July, 2024, and the details of its formation are available on the Company''s website.

The composition of the Stakeholder''s Relationship Committee as on 31^st March, 2024 is as follows:

DIN	Name of the Member and designation	Position
09205373	Panchi Samuthirakani -Independent Director	Chairperson
07063686	Ram Rastogi - Independent Director	Member
06986812	Savita Vashist - Executive Director	Member
	Inder Kumar Naugai - Chief Financial Officer	Member
	Prashant Rao - Chief Business Operations	Member

Furthermore, during the current reporting period, the board has not discerned any elements of risk of a magnitude that might jeopardize the company''s existence.

Although the Company has adopted the policy regarding the assessment of the risk and its updates are provided to the senior management of the Company the process for the mitigation of the risk is defined under the risk management policy of the company which are available for the access on our website https://www.npstx.com/investor-desk/policies/

INTERNAL FINANCIAL CONTROLS

The Company has identified and documented all key internal financial controls, which impact the financial statements. The financial controls are tested for operating effectiveness through ongoing monitoring and review process of the management. In our view the Internal Financial Controls, affecting the financial statements are adequate and are operating effectively.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The members of the Company in its Extra-Ordinary General Meeting held on 05^th July, 2024, approved the Company to create, offer, issue and allot upto 16,00,000 (Sixteen Lakh Only) equity shares of the Company of face value 10/- each by way of Qualified Institutional Placement (QIP) in one or more tranches, through issue of placement document/ or other permissible/ requisite offer document to one or more eligible investors, including Qualified Institutional Buyers (QIBs) within the meaning prescribed under SEBI ICDR Regulations pursuant to a Qualified Institutional Placement (QIP) in accordance with Chapter VI of the SEBI ICDR Regulations, as may be decided by the Board in its discretion and permitted under applicable laws and regulations and an Offer for Sale of upto 7,05,000 (Seven Lakh Five Thousand Only) equity shares by the promoters and other selling shareholders of the company on a private placement basis in accordance with Chapter VI of the SEBI ICDR Regulations.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

During the F.Y. 2023-24, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

CORPORATE GOVERNANCE

The Corporate Governance requirements as stipulated under the of SEBI (LODR) Regulations, 2015 is not applicable to the company but the Company adheres to good corporate practices at all times.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of The Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended 31^st March, 2024, will be available on the website of the Company at https://www.npstx.com/investor-desk/annual-return/ once it is filed with the Registrar of Companies and thereafter the same can be viewed by the members and stakeholders.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Company has not given any loan, guarantee or provided security in connection with a loan and had not made any investment under the Section 186 of the Companies Act, 2013 during the F.Y. 2023-24.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

Pursuant to the amendments in Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a detailed statement is attached as Annexure-VII.

Apart from that, there are no employees in the company whose particulars are required to be disclosed in accordance with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the report.

DISCLOSURE FOR AMOUNTS RECEIVED FROM DIRECTORS AND RELATIVES OF DIRECTORS

During the F.Y. 2023-24, the Company has not received/ borrowed any amount from its Directors or their Relatives.

HUMAN RESOURCE DEVELOPMENT

The Company recognizes that its employees are its principal assets and that its continued growth is dependent upon the ability to attract and retain quality people. The Company also recognizes the importance of providing training and development opportunities to its people to enhance their skills and experiences, which in turn enables the company to achieve its business objectives. The morale of employees continued to remain high during the year contributing positively to the progress of the Company. However, aspirations of employees in Company remain to be high. This is a challenge as only growth can fulfill these aspirations and in today''s market scenarios one has to perform extraordinarily to achieve growth.

The Company has always provided a congenial atmosphere for work to all sections of the society. Your Company is committed to respect universal human rights. To that end, the Company practices and seeks to work with business associates who believe and promote these standards. The Company is committed

to provide equal opportunities at all levels, safe and healthy workplaces and protecting human health and environment. The Company provides opportunities to all its employees to improve their skills and capabilities. The Company''s commitment extends to its neighboring communities to improve their educational, cultural, economic and social well-being.

Your Company is an equal opportunity employer and does not discriminate on the grounds of race, religion, nationality, ethnic origin, colour, gender, age, citizenship, sexual orientation, marital status or any disability not affecting the functional requirements of the position held.

VIGIL MECHANISM & WHISTLE BLOWER

The company has established a Whistle Blower Policy which also incorporates a Vigil Mechanism in terms of the SEBI (LODR) Regulations, 2015 for Directors and employees commensurate to the size and the business of the Company to promote ethical behaviors, actual or suspected fraud or violation of our code of conduct and ethics. Under the said mechanism, the employees are free to report violations of applicable laws and regulations and the code of conduct. It also provides for adequate safeguards against the victimization of persons who use such mechanism.

The Whistle Blower Policy of the Company is also available on the website of the company at the link https://www.npstx.com/ investor-desk/policies/

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014, relevant details of energy conservation, technology absorption and foreign exchange earnings and outgo are attached as Annexure-VIII to this Report.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Our Company is an equal opportunity provider and believes in providing opportunity and key positions to women professionals. At the same time, it has been an Endeavour of the Company to support women professionals through a safe, healthy and conducive working environment by creating and implementing proper policies to tackle issues relating to safe and proper working conditions for them.

The Company has zero tolerance towards sexual harassment of Women at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment of Women at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules there under. The policy is also available on the website of the company at the link https://www.npstx. com/investor-desk/policies/

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed off during the year:

a) Number of complaints pending at the beginning of the year: NIL

b) Number of complaints received during the year: NIL

c) Number of complaints disposed off during the year: NIL

d) Number of cases pending at the end of the year: NIL

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company''s shares.

The Insider Trading Policy of the Company covering the code of practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for the prevention of Insider Trading is available on the website https://www.npstx.com/investor-desk/policies/

INVESTOR GRIEVANCE REDRESSAL

The Company firmly believe that maintaining transparent and effective communication with our shareholders is crucial for fostering trust and long-term partnerships. We recognize the significance of promptly addressing any concerns or grievances raised by our valued investors. Our dedicated Investor Grievance Redressal Mechanism ensures that every grievance is handled with the utmost care and resolved in a fair and transparent manner. There were zero complaints registered for the current reporting period.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

GENERAL

The overview of the industry and important changes in the industry during the last yearis mentioned in the annual report.

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.

All the material changes, commitments affecting the financial position of your Company between the end of financial year (March 31, 2024) and the date of report 22.07.2024 has been mentioned in the Board Report.

ACKNOWLEDGEMENT

Your directors would like to express their appreciation for assistance and co-operation received from the Bankers, Central & State Government, Local Authorities, Clients, Vendors, Advisors, Consultants and Associates at all levels for their continued guidance and support. Your directors also wish to place on record their deep sense of appreciation for their commitment, dedication and hard work put in by every member of the Company.