డైరెక్టర్ల నివేదిక Twinkle Papers Ltd.

Your Directors have pleasure in presenting the Annual Report together with Audited Accounts of the Company for the year ended 31^s'' March, 2024.

1. FINANCIAL RESULTS

The Company''s financial performance for the year under review along with previous year''s figures is given hereunder:

2. ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 every company is required to place a copy of the annual return on the website of the company, if any and the web-link of such annual return is required to be disclosed in the Board''s report. The Company has uploaded Annual Return to its website.

3. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board of Directors have met 06 times during the financial year under review, in respect of which meetings proper notices were given and proceedings were properly recorded. The intervening gap between the Meetings was within the period as prescribed under the Companies Act, 2013.

4. DIRECTORS

During the year, the company has appointed Mr. Ayush Jain (DIN: 10145044) as additional director on May 03, 2023 in the company and regularised in Annual General Meeting held on September 30, 2023. Further, none of the Directors is disqualified as on 31st March, 2024 from being appointed as director in pursuance of Section 164 of the Companies Act, 2013.

5. DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors would like to assure the Members that the financial statements for the year under review conform in their entirety to the requirements of the section 134 (5) of the Companies Act, 2013 and rules made there under.

The Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

d) The directors had prepared the annual accounts on a going concern basis;

e) The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company.

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.

6. DECLARATION OF INDEPENDENT DIRECTORS

The provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to our Company

7. CHANGE IN STRUCTURE OF THE COMPANY

During the year, the members of the company has approved the conversion of company from Private Limited to Public Limited vide shareholders resolution passed on May 04, 2023 and received Certificate of Incorporation with name "Twinkle Papers Limited" dated May 19, 2023.

8. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

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

There were no qualifications, reservations or adverse remarks made by the Auditors in their report. The provisions relating to submission of Secretarial Audit Report is not applicable to the Company.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

During the year under review, the company has not made any investment.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the contracts/arrangements/transactions entered by the company during the financial year with related parties were in its ordinary course of business and on an arm''s length basis. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

The details of contract or arrangements made with related parties during the year under review, as reported in Balance sheet for the financial year 2023-2024 in accordance with AS-18.

12. RESULTS OF BUSINESS OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS

During the year under review, the Company has achieved a total turnover including income from other operation of INR S874.61 Lakhs as compared to INR 5495.87 Lakhs in previous year. The Company earned profit after tax of INR 197.93 Lakhs during the year as compared to profit of INR 93.11 Lakhs in previous year.

13. DISCLOSURE ABOUT COST AUDIT

The provision of maintenance of cost audit records and filing the same is not applicable to the Company.

14. CHANGE IN THE NATURE OF BUSINESS

There was no change in nature of business during the year.

15. AMOUNT TRANSFERRED TO ANY RESERVE

No amount of Profit during the year was transferred to any reserve from profit & loss account.

16. DIVIDEND

The company has not declared any divided during the year.

17. SHARES

I. Equity shares with differential rights: The Company has not issued any equity share with differential rights during the year under review.

It. Buy Back of Securities: The Company has not bought back any of its securities during the year under review.

III. Sweat Equity: The Company has not issued any Sweat Equity Shares during the year under review.

IV. Bonus Shares: No Bonus Shares were issued during the year under review.

V. Employees Stock Option Plan: The Company has not provided any Stock Option Scheme to the employees.

18. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and remains unpaid.

19. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report.

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

The particulars as required under section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with regard to conservation of energy, technology absorption, foreign exchange earnings and outgoing during the year under review. There were foreign exchange earnings or outgo during the year under review.

Details of Foreign currency transactions are as follows:

a. The company has not earned in foreign currency during the year.

b. The Company has not incurred any expenses during the year.

21. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company does not have any Risk Management Policy as the elements of risk threatening the Company''s existence are very minimal besides the risk coverage of the assets of the company for which adequate insurance policies have been taken by the company.

22. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of section 135 of Companies Act, 2013 are not applicable to the company.

23. AUDITORS

In the Extra-Ordinary General Meeting of the Company held on June 18, 2024, M/s J.K. Jain & Associates, Chartered Accountants, Chandigarh were appointed as the Statutory Auditors of the Company till the conclusion of the ensuing Annual General Meeting, which later resigned on August 30, 2024 due to their pre-occupancy.

In the Extra-Ordinary General Meeting of the Company held on September 03, 2024, M/s K.K. Kapoor & Associates, Chartered Accountants, Ludhiana were appointed as the Statutory Auditors of the Company till the conclusion of the ensuing Annual General Meeting due to resignation of previous auditor of the Company i.e. M/s J.K. Jain & Associates, Chartered Accountants, Chandigarh.

In terms of first proviso to Section 139 of the Companies Act, 2013, the Board of Directors of the Company recommends the appointment of M/s K.K. Kapoor & Associates, Chartered Accountants, Ludhiana as statutory auditors of the Company to hold office from the conclusion of the Annual General Meeting of the Company till the conclusion of the Annual General Meeting of the Company to be held in 2029 at such remuneration as may be mutually agreed and subject to such terms and conditions as may be decided by the Board.

Accordingly, the appointment of M/s K.K. Kapoor & Associates, Chartered Accountants, Ludhiana , as statutory auditor of the Company, is placed for approval by the shareholders.

The Company has received certificate from the Auditors to the effect that they are not disqualified to be appointed as statutory auditors under the provisions of applicable laws.

The Report of Auditors and notes on accounts are self explanatory and do not call for any further comments as there are no adverse remarks by the Auditors. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report. Further, there is also no fraud detected by the auditor under sub-section 12 of Section 143 under Companies Act, 2013.

24. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 are not applicable to the Company.

25. FIXED DEPOSITS

The Company has not accepted or invited any Fixed Deposits from the Public as envisaged under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

26. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27. CONSOLIDATED FINANCIAL STATEMENT

The provisions of Section 129(3) of Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable to the Company.

28. HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Holding, Subsidiaries, Joint Ventures and Associate Companies.

29. INTERNAL FINANCIAL CONTROLS

The said disclosure has been taken care of by the management of the Company in relation to the financial statement of the Company.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There have been no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

31. PARTICULARS OF EMPLOYEES:

The Company does not have any employees who were in receipt of remuneration aggregating to the sum prescribed under Section 196 of the Companies Act, 2013.

32. BUSINESS/INDUSTRIAL RELATIONS:

The Business Relations have remained cordial and harmonious during the year.

33. ACKNOWLEDGEMENTS:

Your directors place on record their sincere appreciation of the Company to the Bankers for their continued support, to the officers, staff and workers of the Company for their relentless and dedicated efforts and devotion put in by them in tough such time of the Company and look forward for a bright future.