Dear Members,

Your Directors present the Thirty Seventh Annual Report of your Company together with the Audited Accounts for the year ended March 31, 2025.

During the year there was no operation in the company due to unavoidable circumstances beyond the control of the Company. There was no change in nature of business of the Company, during the year under review.

In view of the carried forward losses incurred by the Company over the years, your directors regret their inability to declare any dividend on equity shares of the Company. Further there were no unclaimed dividend and shares liable to transfer to Investor Education and Protection Fund Authority (IEPF).

The Board of Directors has not recommended transfer of any amount to reserves.

The paid up Equity Share Capital as at March 31, 2025 stood at Rs.778.63/- lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted any stock options or sweat equity shares. As on March 31, 2025 none of the Directors of the Company hold instruments convertible into equity shares of the Company.

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

The Company does not have any Subsidiary, Joint venture or Associate Company. Corporate Governance

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub - regulation (2) of regulation 46 and para C, D and E of Schedule V is not applicable to the company as the Paid up equity capital and net worth of the Company doesn't exceed Rs.10 crores and Rs.25 crores respectively as on the last date of the previous financial year. Accordingly, the Company has not attached separate report on Corporate Governance in this Annual Report provided.

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI Listing Obligations. During the year, non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

Mr. Bhupat Savajibhai Chaniyara (DIN: 10327428) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Accordingly, his re-appointment forms part of the notice of the ensuing Annual General Meeting. During the financial year, Key Managerial Personnel (KMP) in the Company were Mr. Bhupat Savajibhai Chaniyara, Executive Director & CEO, Mr. Jagdish Zalavadia, Executive Director & CFO and Mr. Sumit Gupta, Company Secretary & Compliance Officer.

During the year under review, none of the Directors have ceased to be the Directors nor have the KMP's resigned from the Company.

Your Directors state that:

(a) in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures;

(b) the Directors have 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 March 31, 2025 and of the Profit & loss of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

(f) the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

During the year under review there are no instance of any fraud reported by Statutory Auditor or Secretarial Auditor under Section 143(12) of the Companies act, 2013, by the Company or any fraud on the Company buy its officers or employee, the details of which is needed to disclosed in the Board's Report.

No material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

Extract of the Annual Return in form MGT-9, as required under Section 92(3) of the Companies Act, 2013 is included in this Report as "Annexure A” and forms an integral part of this Report.

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, required information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the "Annexure B” to the Directors' Report.

As on March 31, 2025, the provisions of Corporate Social Responsibility is not applicable to your Company.

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed there under, as amended from time to time, M/s. P R Agarwal & Awasthi, Chartered Accountants, (Firm Registration No. 117940W) was appointed as the Statutory Auditors of the Company by the members in the AGM held on September 30, 2024 to hold office for a period of 1 year till the conclusion of 37^th AGM. The firm has confirmed their eligibility under Section 141 of the Companies Act, 2013 and the rules framed thereunder for continuing as Auditors of the Company.

In terms of the provisions of the Companies Act, 2013 read with the Rules made thereunder, the Board of Directors at their meeting held on 06.08.2024 had appointed M/s. P R Agarwal & Awasthi, Chartered Accountants, (Firm Registration No. 117940W) as the Statutory Auditors for the Financial Year 2024-25 . Therefore, it is proposed to appoint the P R Agarwal & Awasthi, Chartered Accountants, (Firm Registration No. 117940W) as the Statutory Auditors for the Financial Year 2025-26 as set out in the Notice of the 37^th Annual General Meeting of the Company.

The Auditor's Report issued for the year ended March 31, 2025 does not contain any qualification, reservation or adverse remark and is prepared as per “Ind-AS.” and form part of this Annual Report.

M/s. Mayank Arora & Co., Practicing Company Secretaries, a peer reviewed firm (PR No. 5923/2024) has been proposed to appoint as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members. The appointment of Secretarial Auditors shall be in terms of the amended Regulation 24A of the SEBI LODR Regulations vide SEBI Notification dated December 12, 2024, and provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company has not entered into any related party transactions with Promoters, Directors, Key Managerial Personnel or other designated persons during the year under review. Your Directors draw attention of the members to note no. 19 of the financial statement which sets out related party disclosures.

The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk management policy.

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, no material or serious observation has been observed for inefficiency or inadequacy of such controls.

The Company has put in place a system through which the Directors and employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct and Ethics without fear of reprisal. The employees and directors may report to the Compliance officer and have direct access to the Chairman of the Audit Committee.

During the Financial year, total 4 (four) meetings of the Board of Directors were held i.e. on May 24, 2024, August 06, 2024, October 25, 2024 and February 14, 2025 respectively.

The Board has well-qualified Audit Committee as per the provision of Companies Act, 2013 and SEBI LODR. As on March 31, 2025, it comprises of Mr. Jagdish Zalavadia, Chairman, Mr. Bhupat Chaniyara, Member and Mr. Madan Pandey, Member.

During the year under review, the Committee met 4 (four) times May 24, 2024, August 06, 2024, October 25, 2024 and February 14, 2025 respectively.

The Company has constituted Nomination & Remuneration Committee as per the provisions of the Companies Act, 2013 and SEBI LODR. As on March 31, 2025 the Committee consists of Mr. Bhupat Chaniyara, Chairman, Mr. Jagdish Zalavadia, Member and Mr. Madan Pandey, Member.

During the year under review, none of the meetings of Nomination & Remuneration Committee has been convened.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

The Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its various committees. During the year under review, Separate meeting of the Independent Directors was held to review the performance of Non-Independent Directors, Chairman and the Board as whole.

The Stakeholders' Relationship Committee is constituted pursuant to Section 178 of the Companies Act, 2013. As on March 31, 2025 the Committee consists of Mr. Bhupat Chaniyara, Chairman, Mr. Jagdish Zalavadia, Member and Mr. Madan, Pandey, Member.

During the year under review, the Committee met 1 (One) time on February 14, 2025.

All share transfer work of the Company is carried out by the Company's Share Transfer Agent viz. M/s. MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai - 400 083.

The “SCORES” website of SEBI for redressing of Grievances of the investors is being visited at regular intervals by the Compliance officer and there are no pending complaints registered with SCORES for the financial year ended on March 31, 2025.

There are no significant material orders passed by the Regulators/Courts/tribunals which would impact the going concern status of the Company and its future operations.

The Company has complied with the requisite regulations relating to SEBI LODR Regulations and all other applicable laws, rules and reglations. During the last 3 years BSE has imposed penalty and the details of fine/ penalty imposed are as follows:

The Company has adopted whistle blower policy and has established the necessary vigil mechanism for directors and employees to report concerns about unethical behavior. No person has been denied access to the Chairman of the Audit Committee.

The Company has not received any complaint pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has followed the treatment laid down in the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in the preparation of financial statements. No deviation is made in following the same.

During the year under review, the Company has not made any loans or given guarantees. For investments which are governed by the provisions of section 186 ofthe Companies Act, 2013, please refer notes to financial statements.

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Company's procedures and practices.

During the year under review, there were no employees of the Company drawing remuneration exceeding the specified limit under the said section, hence the details prescribed under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable. The Directors of the Company does not draw any remuneration from the Company. Hence, the disclosure under Section 197(12) read with Rule 5(1) of the Companies Act, 2013 are not furnished.

During the year, there was no operation in the Company due to unavoidable circumstances beyond the control of the Company. The Company regularly identifies reviews and assesses such risk and decides appropriate guideline for mitigating the same. The Company has instituted adequate internal control procedure commensurate with the nature of its business and the size of its operations. Internal audit is conducted at regular intervals.

Transparency refers to sharing information and acting in an open manner. Processes and information are directly accessible to those concerned with them, and enough information is provided to understand and monitor them. Your company believes in total transparency in sharing information about its business operations with all its stakeholders. Your Company strives to provide maximum possible information in this report to keep the stakeholders updated about the Company from time to time.

Your Directors wishes to thank the Company's members and esteemed business associates for their valued contributions and support.

as on the financial year ended March 31, 2025 [Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES: N.A.

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: None of the Director of the Company draws any remuneration from the Company.

B. Remuneration to other Directors: N.A.

C. Remuneration to key managerial personnel other than MD/Manager/WTD: N.A.

A) Conservation of Energy: N.A.

B) Technology Absorption: The Company has not undertaken any R&D work.

C) Foreign Exchange Earnings & Outgo: NIL