To The Members,

Your directors have pleasure in submitting their Nineteenth Annual Report of the
Company together with the Audited Statements of Accounts for the year ended 31st
March 2024.


1. FINANCIAL SUMMARY:

(In Rs Lakhs)


  

    
Particulars
    
Year ended March 31, 2024
    
Year ended March 31, 2023
  
  

    
Revenue from Operations
    
15,785.42
    
10,417.86
  
  

    
Other Income
    
502.27
    
51.07
  
  

    
Total Revenue
    
16,287.69
    
10,468.93
  
  

    
Total Expenses
    
13,988.60
    
10,399.02
  
  

    
Profit/ (Loss) before Exceptional and Extraordinary items.
    
2,299.09
    
69.91
  
  

    
Less: Exceptional Items
    
62.00
    
-
  
  

    
Profit/(Loss) before extraordinary items.
    
2237.09
    
69.19
  
  

    
Less: Extraordinary Items
    
41.95
    
-
  
  

    
Profit/(Loss) before Tax
    
2 ,195.14
    
69.91
  
  

    
Less: Tax Expense
    
594.25
    
35.75
  
  

    
Profit/(Loss) after Tax
    
1,600.89
    
34.16
  
  

    
Earnings per share
    
333.52
    
7.12
  


During the year under review the total revenue of the company increased from Rs.
10,417.86 Lakhs to Rs. 15,785.42 Lakhs. Total expenses of the company increased from Rs.
10,399.02 Lakhs to Rs. 13,988.90 Lakhs The profit earned after tax amounts is Rs. 1600.89
Lakhs as against profit of Rs 34.15 Lakhs in the previous year.


2. DIVIDEND:

Your Board of Directors do not recommend any dividend for the financial year 2023-24.


3. RESERVES:

The company has earned a total profit after tax of Rs. 1600.89 lakh, which has been
transferred to the reserves.


4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

There is no change in the activities of the company. There were increased business
opportunities during the year, and the company has achieved a turnover of more than Rs.
150 crores with a record net profit after taxes amounting to Rs. 16 crores. The increased
advancement of progress has made your board want to put in more and more efforts and
strive to bring more and more success in the future. While acknowledging the contributions
of each employee and other parties, your board is expecting this growing trend to continue
for future years.


5. 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:

There were no material changes or commitments that occurred between the end of the
financial year to which these financial statements relate and the date of the report
affecting the financial position of the company.


6. CONVERSION OF THE COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED:

The shareholders of the company passed a special resolution on March 13, 2024,
approving the conversion of the company from a private limited company to a public limited
company, subject to the approval of the Registrar of Companies for the same. As of the
date of this report, the company has yet to obtain this approval from the Registrar of
Companies.


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

(A) Conservation of energy: There are no particulars required to be mentioned under
this head.

(B) Technology absorption: There are no particulars required to be mentioned under this
head.

(C) Foreign exchange earnings and Outgo:

Foreign exchange earnings: Rs. 14,040.18 Lakhs Foreign exchange outgo: Rs. 778.36 Lakhs


8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

There are no material transactions entered into by the company requiring necessary
approvals under Section 188 of the Companies Act, 2013. All the contracts or arrangements
entered into by the company with related parties during the year were on an arm's length
basis and in the ordinary course of business. Details of transactions pursuant to Section
188 of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are given in Annexure
I of Form AOC-2, and the same forms are part of this report.


9. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

During the year under review Seventeen meetings were held on the following dates:


  

    
No of Board Meeting
    
Date of the Board Meeting
  
  

    
1/2023-24
    
10.04.2023
  
  

    
2/2023-24
    
18.07.2023
  
  

    
3/2023-24
    
03.08.2023
  
  

    
4/2023-24
    
05.09.2023
  
  

    
5/2023-24
    
10.10.2023
  
  

    
6/2023-24
    
11.10.2023
  
  

    
7/ 2023-24
    
15.10.2023
  
  

    
8/2023-24
    
25.10.2023
  
  

    
9/2023-24
    
30.10.2023
  
  

    
10/2023-24
    
17.11.2023
  
  

    
11/2023-24
    
18.11.2023
  
  

    
12/2023-24
    
05.12.2023
  
  

    
13/2023-24
    
26.02.2024
  
  

    
14/2023-24
    
05.03.2024
  
  

    
15/2023-24
    
13.03.2024
  
  

    
16/2023-24
    
25.03.2024
  
  

    
17/2023-24
    
30.03.2024
  



10. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submit its responsibility Statement:

(a) in tire 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; 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.


11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has no Subsidiaries, Joint Ventures or Associate Companies.


12. DEPOSITS:

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


13. DIRECTORS:

During the year, the following were the changes in the Composition of Board of
Directors of the Company:


  

    
Name of the Director
    
Date of Change in designation/ Cessation
    
Reason
  
  

    
Prabhav Narasimha Rao
    
30.03.2024
    
Change in Designation as Managing Director
  
  

    
Priyashaila Prabhav Rao
    
30.03.2024
    
Change in Designation as Whole-time Director
  
  

    
Sapna Raghavendra
    
30.03.2024
    
Change in Designation as Whole-time Director
  



14. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The company has in place adequate internal financial controls with reference to its
financial statements. During the year under review, such controls were tested, and no
reportable material weaknesses in the design or operation were observed.


15. STATUTORY AUDITORS:

Pursuant to the provision of Section 139 of the Companies Act, 2013 and the Companies
(Audit & Auditors), M/s. Rao Associates, Chartered Accountants, Bangalore (Firm
Registration No. 003080S), were re-appointed as Statutory Auditors of the Company for a
period of five years in the Annual General Meeting held on September 30, 2023, and they
shall hold the office till the conclusion of the Annual General Meeting to be held in the
year 2028.


16. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS

There are no qualifications in the auditor's report.


17. REPORTING OF FRAUD BY AUDITORS:

There are no frauds reported by the auditors pursuant to the provisions of Sections 134
and 143 of the Companies Act, 2013.


18. SHARE CAPITAL:

The Authorised Share Capital of the Company as on March 31, 2024 is Rs. 15,00,00,000/-
(divided into 1,50,00,000 equity shares of Rs. 10/- each) and the Issued, Subscribed and
Paid- up Share Capital of the Company as on said date is Rs. 48,00,000/- (divided into
4,80,000 equity shares of Rs.10/- each.)


19. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS:

No significant and material order has been passed by the regulators, courts, and
tribunals impacting the going concern status and the company's operations in the future.


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

The company does not have a risk management policy, as the elements of risk threatening
the company's existence are very minimal.


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

The company has duly complied with the provisions of Section 186 of the Companies Act,
2013. The company has not given any loans or guarantees during the year.


22. MAINTENANCE OF COST RECORDS:

The company is not required to maintain the cost records as specified by the central
government under sub-section (1) of Section 148 of the Companies Act, 2013.


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

Your company has always believed in providing a safe and harassment-free workplace for
every individual working on the company's premises through various interventions and
practices. The company always endeavours to create and provide an environment that is free
from discrimination and harassment, including sexual harassment. The company has complied
with provisions relating to the constitution of the Internal Complaints Committee under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act,
2013 [14 of 2013], During the year, no complaints pertaining to sexual harassment were
reported.


24. DISCLOSURE OF COMPLIANCE OF SECRETARIAL STANDARDS:

The relevant secretarial standards issued by the Institute of Company Secretaries of
India (ICSI) relating to the board meetings and general meetings have been complied with
by the company.


25. SECRETARIAL AUDIT REPORT:

The company does not fall under the preview of Section 204 of the Companies Act, 2013
and hence was not required to obtain a secretarial audit report.

The provisions of Sections 177(9) and (10) of the Companies Act, 2013 are not
applicable to the company.


26. DECLARATION OF INDEPENDENT DIRECTORS:

The provisions of Section 149 pertaining to the appointment of independent directors
are not applicable to the company.


27. CORPORATE SOCIAL RESPONSIBILITY:

Provisions of Section 135 of the Companies Act, 2013 relating to corporate social
responsibility are not applicable to the company during the year under review.


28. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

As per the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of
the employees are drawing remuneration in excess of the limits prescribed under the said
rules.


29. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016:

During the year your company has not made any application or there are no proceedings
pending under the Insolvency and Bankruptcy Code, 2016


30. VIGIL MECHANISM:

The provisions of section 177(9) & (10) of the Companies Act, 2013 are not
applicable to the Company.


31. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on your Company.


  

    

    
By order of the board of directors
  
  

    

    
For Leapfrog Engineering Services Private Limited
  
  

    
Place: Bengaluru
    

    

  
  

    
Date: 04/05/2024
    
Prabhav Narasimha Rao
    
Priyashdila Prabhav
  
  

    

    
Rao
    

  
  

    

    
Managing Director
    
Whole-time Director
  
  

    

    
DIN: 02277473
    
DIN: 02122050