To

The Shareholders,

Reimburse Protect Technology Private Limited

Delhi

Your Directors have pleasure in submitting their second Annual Report of the Company together
with the Audited Statements of Accounts for the year ended 31st March, 2023.

1.

Particulars For the period For the period

ended 31/03/2023 ended 31/03/2022
Revenue from operations 5,75,66,696 3,49,99,072
Other income -- --
Total Income 5,75,66,696 3,49,99,072
Total Expenses before Interest and Depreciation 6,85,26,094 1,46,21,981
Less: Interest - -
Depreciation 32,43,400 3,56,255
Total expenses 7,17,69,494 1,49,78,236
Profit before tax (1,42,02,798) 2,00,20,836
Less: Current tax -- 55,41,413
Less: Deferred tax (35,39,506) 1,82,546
Less: (Excess)/short provision for tax in prior periods (2,08,400) --
Profit for the year (1,04,54,892) 1,42,96,877

2. OPERATIONS

The Company is engaged into providing event cancellation protection and refund protection to ticket
agents, events, platforms, venues, sports teams and travel companies. The Company has a steady
stream of income source. During the year under review the Company incurred loss of INR
1,04,54,892/- as compared to a profit of INR 1,42,96,777/- of the previous year. The Board foresees
good opportunities in the coming years.

3. DIVIDEND

Your Directors do not recommend any dividend for the year ended 31st March, 2023 considering the
losses incurred.

4. CHANGE IN THE NATURE OF BUSINESS

There is no Change in the nature of the business of the Company done during the year.
5. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

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

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

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

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

The Company has conducted Five Board meetings as on 25th April, 2022, 13th June, 2022, 6th August
2022, 22nd October, 2022, 17th February, 2023 during the financial year under review.

8. DIRECTORS

There is no change in the composition of the Board during the year Under review. After the end of
Financial year but before signing of this report Ms. Priti Bhavik Shah was appointed as an Additional
Director at the meeting of Board of Directors held on 12th September, 2023.

As on date the Board of Directors consists of the following Directors:

1. Mr. David Simmonds Franks

2. Mr. Guklshan Rakesh Chaudhary
3. Ms. Priti Bhavik Shah

None of the directors are liable to retire by rotation

Company is not mandatorily required to appoint any whole time Key Management Personnel (KMP).

9. 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.

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

The provisions Corporate Social Responsibility is not applicable to the company.

11. RISK MANAGEMENT POLICY:

The Company has developed and implemented a risk management policy which identifies major
risks which may threaten the existence of the Company. The same has also been adopted by your
Board and is also subject to its review from time to time. Risk mitigation process and measures have
been also formulated and clearly spelled out in the said policy.

12. SUBSIDIARY, JOINTVENTURE AND ASSOCIATE COMPANY:

The Company does not have any Subsidiary, Joint Venture or Associate Company.

13. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year no significant and material orders passed by the regulators or courts or tribunals

14. SHARES

During the year under review, the company has undertaken following transactions:

Increase in Share Buy Back of Sweat Equity Bonus Shares Employees Stock
Capital Securities Option Plan
Allotment of 1 Nil Nil Nil Nil
Equity share

15. STATUTORY AUDITORS:

Due to casual vacancy created by resignation of M/S S R D R & Company Chartered Accountants
Bangalore (FRN 023654S) vide their letter dated 8th May 2023, M/s KSA & Associates, Chartered
Accountants, Pune, (FR. No.: 137253W) appointed as Statutory Auditors of the company and hold
office as such from 01/04/2022 until the conclusion of Annual General Meeting of shareholders of
the Company to be conducted for financial year ended 31/03/2027.

M/S KSA and Associates, Chartered Accountants, Pune being eligible offered themselves to be
appointed as Statutory Auditors of the Company for the period 01/04/2022 until the conclusion of
Annual General Meeting of shareholders of the Company to be conducted for financial year ended
31/03/2027.

16. AUDITORS' REPORT:

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors' remarks in
their report are self-explanatory and do not call for any further comments
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no loans or investments made by the Company under Section 186 of the Companies Act,
2013 during the year under review and hence the said provision are not applicable.

18. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

An agreement was entered with related parties by the Company during the current year.

Sr. No. Name of the Parties and Transactions Transactions during the year
2022-2023
1. Event Protect Limited
Service income INR 66,74,100
Advances during the year, net of receivables / INR 1,39,55,023
(payables )
Reimbursement of expenses INR 10,19,828
Outstanding payable/(receivables), net of INR (3,16,12,728)
payable/(receivables)
2. Protect International S.A
Service income received INR 1,48,74,703
Reimbursement of expenses INR 84,308
Outstanding receivable / (payable), net of INR 99,21,131
receivable / (payable)
3. Guklshan Choudhary
Managerial remuneration INR 42,67,129
Reimbursement of expenses INR 8,64,531
Outstanding receivable / (payable), net of INR 24,131
receivable / (payable)

All the related party transactions were entered by the Company in ordinary course of business and
were in arm's length basis. The Company presents all related party transactions before the Board
specifying the nature, value, and terms and conditions of the transaction. Transactions with related
parties are conducted in a transparent manner with the interest of the Company and Stakeholders
as utmost priority.

20. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place a policy for prevention of sexual harassment in accordance with the
requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are
covered under this policy. The Company did not receive any complain during the year 2022-2023.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNING
AND OUTGO:

The details of conservation of energy, technology absorption, foreign exchange earning and outgo
are as follows:

(a) Conservation of energy

(I) the steps taken or impact on Company's operation does
conservation of energy not consume significant
amount of energy.
(ii) the steps taken by the Not applicable, in view of
company for utilizing alternate comments in clause (i)
sources of energy.
(iii) the capital investment on Not applicable, in view of
energy conservation comments in clause (i)
equipment's

(b) Technology absorption

the effort made towards technology
(i) absorption Nil
(ii) the benefits derived like product
improvement cost reduction product
development or import substitution Nil
 (iii) in case of imported technology
(important during the last three years
reckoned from the beginning of the
financial year) Nil
(a) the details of technology imported
(b) the year of import;
(c) whether the technology been fully
absorbed
(d) if not fully absorbed, areas where
absorption has not taken place, and
the reasons thereof
(iv) the expenditure incurred on Research Nil
and Development

(iii) in case of imported technology

(important during the last three years
reckoned from the beginning of the
financial year) Nil
(a) the details of technology imported
(b) the year of import;
(c) whether the technology been fully
absorbed
(d) if not fully absorbed, areas where
absorption has not taken place, and
the reasons thereof
(iv) the expenditure incurred on Research Nil
and Development

(c) Foreign Exchange Earnings and outgo

For the year For the year
Particulars
31/03/2023 31/03/2022

Foreign exchange earning INR 2,15,48,802 INR 8,46,742

Foreign exchange outgo INR 11,36,341 INR 0

22. DIRECTORS'S RESPONSIBILITY STATEMENT:

The Director's Responsibility Statement referred to in clause (c) of Sub- section (3) of Section 134 of
the Companies Act, 2013 shall state that

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