Keeping in view, in order to conserve resources for liquidity positions of the Company the directors are not recommending any dividend for the financial year 2024

2025.

During the year under review, there has been no change in the paid

up share capital of the Company. The paid

up equity share capital of the Company as on March 31, 2025, stood at 1,95,00,000/

(Rupees One Crore Ninety

Five Lakh only), comprising 19,50,000 (Nineteen Lakh Fifty Thousand) equity shares of 10

each.

Your Company has not accepted any deposits from the public falling within the ambit of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

The details of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form a part of the Notes to the Financial Statements provided in this Annual Report.

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

Your Company has implemented several best practices during the year. Henceforth, not mandatory to the Company under the criteria of Regulation 15 (2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the time being.

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by the Regulatory/Government.

The disclosure of information required pursuant to Section 197 (12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable as no managerial personnel is taking a salary or remuneration from the Company.

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form MGT

9 in the form “Annexure

A” and also available at website of the Company.

10. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a policy for the prevention, prohibition, and redressal of sexual harassment at the workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company ensures that all employees

permanent, contractual, temporary, and trainees are covered under the said policy.

During the financial year under review, the Company has complied with the provisions and no complaint of sexual harassment was received during the year.

11. MATERNITY BENEFIT:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including the amendments thereto. All eligible women employees are provided with the prescribed maternity benefits, and necessary facilities and support systems have been put in place to ensure their well

being during the maternity period, in accordance with the applicable laws.

12. DIRECTORS:

During the Financial Year 2024

2025, four meetings of the Board of Directors of the Company, the details of which are given as below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

(a) BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, 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 Audit, Nomination & Remuneration and other Committees.

(b) RETIRE BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Rajkumar Hanumanprasad Saboo (DIN: 00053600), retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re

appointment. The Board recommends his re

appointment for the consideration of the members of the Company at the ensuing Annual General Meeting

13. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Pursuant to sub

section (3) of section 129 of the Act, the Company has no subsidiaries, associate companies or joint ventures as on date.

14. DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub

section (3) of Section 134 of the Companies Act, 2013, shall state a) that in the preparation of the Annual Accounts for the Financial Year ended 31 March, 2025, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any; b) that such accounting policies have been selected and applied consistently, and such judgments and estimates have been made 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 the profit of the Company for the Financial Year ended as at that date; c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company, for preventing and detecting fraud and other irregularities; d) that the Annual Accounts for the Financial Year ended March 31, 2025 have been prepared on a going concern basis; e) that proper Internal Financial Controls were in place and that the Financial Controls were adequate and were operating effectively; f) that proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems are adequate and operating effectively.

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an effective internal control and risk

mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company's internal control system commensurate with its size, scale and complexities of its operations.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust management information system, which is an integral part of the control mechanism. The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal Audit fillings and corrective action taken. Audit play a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee. Management Discussion and Analysis forms part of the Annual Report.

16. AUDITORS: Statutory Auditors:

It is ratification of appointment of M/s. MAKK & Co, Chartered Accountants, (Registration No.117246W), as the Statutory Auditors of the Company for the period of three years to hold office from the conclusion of this Annual General Meeting till the conclusion of 57^th Annual General Meeting of the Company, subject to approval by members at Annual General Meeting.

Cost Audit:

As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the financial year 2024

2025.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. Roy Jacob & Co, Practicing Company Secretary (Certificate of Practice No. 8220), Mumbai to undertake the Secretarial Audit of the Company for the Financial Year 2024

2025.

The Secretarial Audit Report issued by M/s. Roy Jacob & Co, Secretarial Auditors for the Financial Year ended March 31, 2025 is annexed herewith as “Annexure

B”.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to deal with any instances of fraud and mismanagement in the Company. The mechanism provides for adequate safeguards against victimization of Director(s)/ Employee(s) who avail themselves of the mechanism. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

18. AUDIT COMMITTEE:

The Audit Committee is constituted in line with the regulatory requirements mandated by Section 177 of the Companies Act, 2013 and regulation 18 of SEBI (LODR) Regulations, 2015.

The Audit Committee of the Company comprises following members:

Mr. Pradeep Jatwala

Chairman

Mr. Adarsh Chopra

Member

Mr. R.K. Saboo

Member

19. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee is constituted in line with the regulatory requirements mandated by Section 178 of the Companies Act, 2013 and regulation 19 of SEBI (LODR) Regulations, 2015. The Nomination and Remuneration Committee of the Company comprises following members:

Mr. Pradeep Jatwala

Chairman

Mr. Adarsh Chopra

Member

Mr. R. K. Saboo

Member

20. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee is constituted in line with the regulatory requirements mandated by Section 178(5) of the Companies Act, 2013 and regulation 20 of SEBI (LODR) Regulations, 2015. The Stakeholders Relationship Committee of the Company comprises following members:

Mr. Pradeep Jatwala

Chairman

Mr. R.K. Saboo

Member

Mrs. Nandini Thirani Mehta

Member

21. LISTING FEES:

Your Company has paid requisite annual listing fees to BSE Limited (BSE) on April 25, 2025.

22. ADDITIONAL INFORMATION: (a) CONSERVATION OF ENERGY:

Your Company has always been conserving the energy.

(b) FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company not had any foreign exchange earnings or outgo.

23. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and in ordinary course of business. There were no materially significant related party transactions entered into by the company with Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interest of the company at large. All related party transactions were placed before the Audit Committee as also the Board for approval, wherever required.

Related Party Transactions in accordance with Section 188 of the Companies Act, 2013 and rules made thereunder form part of the Notes to the financial statements provided in this Annual Report.

24. RISK MANAGEMENT:

Business risk, inter

alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

25. CORPORATE SOCIAL RESPONSIBILTY:

Pursuant to the provisions of Section 135 of the Companies Act, 2013, companies meeting the specified thresholds in terms of net worth, turnover or net profit are required to constitute a CSR Committee and undertake CSR activities in accordance with the CSR Policy.

During the financial year 2024

2025, the Company did not meet the criteria prescribed under Section 135(1) of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and hence, the provisions relating to CSR, including constitution of a CSR Committee, formulation of CSR Policy and spending on CSR activities.

As Company is not satisfying any of the above criteria, Corporate Social Responsibility (CSR) provisions under the said act are not applicable.

26. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their sincere appreciation for the timely and excellent assistance and co

operation extended by Financial Institutions, Bankers, Customers, stakeholders and other statutory authorities. Your Directors place on record their deep appreciation for the exemplary contribution made by the employees at all levels.

BY ORDER OF THE BOARD

Pradeep Jatwala Director DIN : 00053991 Place: Mumbai Date: July 30, 2025