3B. ESOP Disclosure:
The Board of Directors of the Company, at its meeting held on July 3, 2023 formulated the Grant of Employee Stock Options to the employees of
the Company under Newjaisa Employee Stock Option Plan 2023 (ESOP 2023 Plan) and at its EGM held on July 6, 2023 formulated the Newjaisa
Employee Stock Option Plan 2023 (ESOP 2023 Plan) and ratified, amend and adopt the Newjaisa Employee Stock Option Plan 2023 (ESOP 2023
Plan) at its EGM held on February 6, 2024, the ESOP plan is implemented with an objective of enabling the Company to attract and retain talented
human resources by offering them the opportunity to acquire a continuing equity interest in the Company, which will reflect their efforts in
building the growth and the profitability of the Company. These ESOP Plans involve acquisition of shares from the secondary market.
ESOP 2023 Plan:
A total of 32,09,174 options were available for grant to the eligible employees of the Company, excluding Independent Directors and promoter
Directors under the ESOP 2023 Plan.
As against this, 7,72,523 options have been granted over a period of last one year under this plan by the ESOP Committee to the eligible employees
of the Company by the Nomination and Remuneration Committee of the Company ("NRC") through the meeting held on 3rd July, 2024, 19th
September, 2024, 9th October, 2024 and 31st January 2025. There were no material changes in the ESOP 2023 Plan during the year and the same are
in compliance with the ESOP Regulations.
In addition to the above, pursuant to the approval of the shareholders at the EGM held on February 06, 2024, a total of 32,09,174 options would be
available to the eligible employees of the Company, excluding Independent Directors. The shareholders at the EGM held on February 06, 2024,
also approved certain other amendments in the Plan. The rationale for the variations in the Plan were to continue with the Company's rewards
philosophy of employee stock options and align employee efforts with organisational outcomes, align the Plan with the revised SEBI Regulations
and carry certain editorial and consistency changes.
The estimated fair value of each stock option granted in the general employee stock option plan is INR. 37.00 (Face Value of INR. 5 with the
premium of INR. 32.00). This was calculated by applying market pricing model. To allow for the effects of early exercise, it was assumed that the
employees would exercise the options after vesting date when the share price was twice the exercise price. Historical volatility was 40 per cent,
which includes the early years of the Company's life; the Company expects the volatility of its share price to reduce as it matures.
26 The company has incorporated on 16th June, 2020. The provision for the gratuity expenses hav been provided during the year amounting to Rs 2.42 Lakhs
(Previous Year Rs. 6.32 Lakhs), for details refer Gratuity Disclosure as per Note 40. Further, there is no carried leave balance as on balance sheet date hence,
provision for the leave encashment have not been provided.
27 Contingent Liabilities and litigation:
There are no items in the nature of contingent liabilities, and as such no amounts have been provided for in the accounts.
28 Capital and Other Commitments:
There are no items in the nature of capital and other commitments and as such no amounts have been provided in the accounts.
29 The previous year figures have been regrouped / reclassified, wherever necessary to confirm to current year presentation.
30 Other Statutory Information
(i) The Company does not have any proceeding initiated or pending against the Company for holding any Benami property under the Benami Transactions
(Prohibitions) Act, 1988.
(ii) The company doesn't have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
(iii) The Company do not have charges or satisfaction which is yet to be registered with Registrar of Companies (ROC) beyond the statutory period except
for the charge with Axis Bank which has been satisfied by the Company on 11.05.2023
(iv) The Company has not traded or invested in Crypto Currency or Virtual Currency during the year.
(v) The Company has not advanced or given loan or invested funds to any other person(s) or entity(ies), including foreign entities ('intermediaries') with the
understanding that the intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities indentified in any manner whatsoever by or on behalf of the Company; or
(b) provide any gurantee, security or the like to or on behalf of the Company;
(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities with the understanding that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities indentified in any manner whatsoever by or on behalf of the Funding person or entity; or
(b) provide any gurantee, security or the like on behalf of the funding person or entity;
(vii) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the
year in the tax assessments under the Income Tax Act, 1961.
(viii) The Company has obtained borrowings from banks or financial institutions on the basis of current assets during the year. For details refer Note 42
(ix) The Company has complied with the number of layers prescribed under the Companies Act, 2013 read with Companies (Restriction on number of Layers)
(x) The Company is not declared as a wilful defaulter by any bank or financial institution
(xi) The Company has not entrered into any scheme or arrangement in terms of Sec 230 to Sec 237 of the Companies Act, 2013.
(xii) The provison of Section 135 relating to Corporate Social Responsibility is not applicable to the Company.
As per our report of even date
For Abhilashi & Co. For and on behalf of the Board
Chartered Accountants Newjaisa Technologies Limited
F. R. No. 016025N (Formerly Known as Newjaisa Technologies Private Limited)
CA Kuljeet Singh Mukunda Raghavendra Vishesh Handa
Partner WTD MD
Membership No: 530259 DIN: 10060683 DIN: 07842847
Place : Jalandhar Place: Banglore Place: Banglore
Date : 22 August 2025
UDIN: 25530259B MOHPE8189
Gurprit Kaur Ashish Nirmal
Company Secretary CFO
Place: Banglore Place: Banglore
Date : 22 August 2025 Date : 22 August 2025
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