To the Members,

Your Directors are pleased to present the 40^th Annual Report of Goldcrest Corporation Limited (the Company) along with the audited financial statements for the financial year ended March 31, 2023. The consolidated performance of the Company and its subsidiaries have been referred to wherever required.

1. FINANCIAL RESULTS

The financial performance of your Company for the year ending March 31, 2023 is summarized below:

Note: The above figures are extracted from the audited standalone and consolidated financial statements as per Indian

Accounting Standards (Ind AS).

2. PERFORMANCE OF YOUR COMPANY

Your Company recorded consolidated total revenue of `12,54,49,636/- as against `18,50,54,037/- in the previous year. The consolidated Profit before tax stood at `3,80,76,975/- as against `9,56,56,464/- in the previous year. The consolidated Profit after tax stood at`3,02,40,808/- as against `6,66,43,506/- in the previous year.

On a standalone basis, your Company registered total revenue of `12,54,49,636/- as compared to `18,50,54,037/- in the previous year. The Profit before tax stood at `3,81,37,555/- as compared to `9,56,97,814/- in the previous year. The Profit after tax decreased to `3,03,01,388/- as compared to `6,66,84,856/- in the previous year.

In the year under review, the company had made a loss of `23,300/- for the year as compared to the previous year's loss of `41,350/-.

3. DELISTING OF EQUITY SHARES OF THE COMPANY

The Company had received Initial Public Announcement dated May 24, 2022 ("IPA") issued by Vivro Financial Services

Private Limited, Manager to the Delisting for and on behalf of the Acquirer and PACs viz., Mrs. Nita Tushar Tanna

("Acquirer"), Mrs. Anupa Tanna Shah ("PAC 1"), Ms. Namrata Tushar Tanna ("PAC 2"), Mrs. Hansa Tulsidas Tanna ("PAC 3") and Goldcrest Global Trading Private Limited (formerly known as Goldcrest Securities & Commodities Private

Limited), who is forming part of promoter group in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time ("SEBI ICDR") ("PAC 4"), to the Public shareholders to initiate the delisting of equity shares of the Company from BSE Ltd. On July 1, 2022, a Special Resolution to affect the same was also passed by the requisite majority of the shareholders by way of postal ballot. The PACs acquired 10,02,002 equity shares of `10/- each constituting 17.61% of the paid-up equity share capital of the Company, at a price of `200/- per equity share being the price determined during the reverse book-building process under the Securities and

Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 ("Delisting Regulations"), taking the promoters total shareholding to 90.47% of the paid-up equity share capital of the Company.

Pursuant to notice number 20220927-2 of BSE dated September 27, 2022 ("BSE Final Delisting Approval"), the trading in the equity shares of Goldcrest Corporation Limited (Scrip Code: 505576) was discontinued w.e.f. Tuesday, October 4, 2022 and the scrip was delisted from the Exchange records w.e.f. Wednesday, October 12, 2022.

The Exit Window under the Delisting Regulations opened on Wednesday, October 12, 2022 which will close on Thursday, October 12, 2023. During the Exit Window Period, the residual/remaining shareholders can tender their equity shares at the Exit Price of `200/- per equity share on the terms and conditions set-out in the Exit Offer Letter sent to the residual shareholders.

The Acquirer, PAC 1, PAC 2, PAC 3 and PAC 4 have till July 31, 2023 acquired 10,47,757 equity shares of `10/- each constituting 18.41% of the paid-up equity share capital under the Exit Offer at a price of `200/- per equity share of `10/- each taking the promoters total shareholding to 91.27% of the paid-up equity share capital of the Company.

4. CHANGE IN NATURE OF BUSINESS

There is no change in the business activity of the Company.

5. TRANSFER TO RESERVE

The Company does not propose to transfer any amount to the General Reserve out of the amount available for appropriations.

6. DIVIDEND

The Board of Directors of the Company, after considering the relevant circumstances has not recommended any dividend for the current financial year.

7. TRANSFER OF UNCLAIMED /UNPAID DIVIDEND AMOUNT TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to section 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund

Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend, if not claimed for a period of 7 years from the date of transfer to the Unpaid Dividend Account of the Company, is liable to be transferred to the Investor

Education and Protection Fund ("IEPF").

Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to the IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares. In the interest of the shareholders, notices in this regard are also published in the newspapers and the details of unclaimed dividends and shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Company's website www.goldcrestgroup.com In light of the aforesaid provisions, the Company has during the year under review, transferred an amount of `1,49,529/- (Rupees One Lakh Forty Nine Thousand Five Hundred and Twenty Nine only) to the Investor Education and Protection Fund (IEPF) of the Central Government being the unpaid and unclaimed dividend amount outstanding for 7 years, of the

Company, pertaining to final dividend for the year 2014-15, on November 8, 2022. The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on November 8, 2022 on the Ministry of Corporate Affairs' website.

Accordingly, equity shares of the Company, in respect of which dividend has not been claimed for 7 consecutive years or more from the date of transfer to unpaid dividend account, have also been transferred to the demat account of the IEPF Authority.

8. SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31, 2023 was ` 5,68,97,600/-. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor buy-back nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

9. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 read with Section 134(3) of the Companies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as on year ended 31^st March 2023 is prepared by the Company and is available on the Company's website at www.goldcrestgroup.com.

During the year under review, the Board is represented by two (2) Executive Directors Mrs. Nita Tushar Tanna, Executive Director & Chairperson and Mrs. Anupa Tanna Shah as Managing Director and one (1) Non-Executive Non- Independent Director Ms. Namrata Tushar Tanna.

The Board of Directors in their meeting held on August 24, 2023, subject to approval of the members, approved reappointment of Mrs. Anupa Tanna Shah (DIN: 01587901), Managing Director of the Company who is liable to retire by rotation in terms of section 152(6) of the Companies Act, 2013 and being eligible, offers herself for re-appointment.

The equity shares of the Company are delisted from the BSE Limited ("BSE") with effect from Wednesday, October 12,

2022, in terms of BSE Notice dated September 27, 2022, bearing notice no. 20220927-2 and thus the Company was looking to downsize its Board structure. In this regard Mr. Kishore Madhavsinh Vussonji, Mr. Shirish Babulal Kamdar and Mr. Anand Shailesh Bathiya, Independent Directors of the Company have resigned w.e.f October 21, 2022.

Mrs. Anupa Tanna Shah resigned from the post of Chief Executive Officer but she will continue in her role as Managing

Director of the Company.

Composition of Board of Directors as on March 31, 2023 is as following:

During the year, the Board of Directors of Goldcrest Corporation Limited met 5 (Five) times on May 28, 2022, August 12, 2022, October 21, 2022, February 8, 2023 and March 13, 2023. The gap between two meetings did not exceed one hundred and twenty days.

* The equity shares of the Company are delisted from the BSE Limited ("BSE") with effect from Wednesday, October

12, 2022, in terms of BSE notice dated September 27, 2022, bearing notice no. 20220927-2 and thus the Company was looking to downsize its Board structure. In this regard Mr. Kishore Madhavsinh Vussonji, Mr. Shirish Babulal Kamdar and Mr. Anand Shailesh Bathiya, Independent Directors of the Company have resigned w.e.f October 21, 2022.

# Mrs. Anupa Tanna Shah resigned from the post of Chief Executive Officer but she will continue in her role as Managing

Director of the Company.

The Audit Committee as constituted by the Board of Directors comprised of the following:

There were three (3) meetings held during the Financial Year 2022-23 on May 28, 2022, August 12, 2022 and October 21, 2022.

Since the Company received delisting order from the BSE Limited and as per the provisions of the Companies Act 2013, the Company is not mandatorily required to have an Audit Committee, the Board in it's meeting held on October 21, 2022 dissolved the committee.

The Stakeholders Relationship Committee as constituted by the Board of Directors comprised of the following:

There were three (3) meetings held during the Financial Year 2022-23 on May 28, 2022, August 12, 2022 and October 21, 2022.

Since the Company has received delisting order from the BSE Limited and as per the provisions of the Companies Act 2013, the Company is not mandatorily required to have a Stakeholder Relationship Committee, the Board in it's meeting held on October 21, 2022 dissolved the committee.

Simultaneously, the Board in it's meeting held on October 21, 2022 dissolved the Nomination & Remuneration Committee and Risk Management Committee as per the provisions of the Companies Act 2013, the Company is not mandatorily required to have the same.

The Corporate Social Responsibility Committee as constituted by the Board of Directors comprised of the following:

Since the Company has received delisting order from the BSE Limited and as per the provisions of the Companies Act 2013, the Company is not mandatorily required to have a Corporate Social Responsibility, the Board in it's meeting held on February 8, 2023 dissolved the committee.

There was one (1) meeting held during the Financial Year 2022-23 on August 9, 2022.

During the year under review, there was a special resolution passed on July 1, 2022 through postal ballot by the shareholders regarding Voluntary Delisting of Equity Shares having face value of `10/- (Indian Rupees Ten Only) each of Goldcrest Corporation Limited from BSE Limited, where the equity shares of the Company are listed, in accordance with Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, as amended.

12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES>

The Company has 1 (one) wholly owned subsidiary Company as on March 31, 2023 – M/s. Goldcrest Habitats Private Limited. There is no associate company within the meaning of Section 2(6) of the Companies Act, 2013. There has been no material change in the nature of the business of the subsidiary.

Pursuant to the provisions of Section 129(3) of the act, a statement containing salient features of the financial statements of the Company's subsidiary in Form AOC-1 "Annexure A" is attached to the financial statements of the Company. Pursuant to the provision of Section 136 of the act, the standalone financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company at www.goldcrestgroup.com

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134

(3)

(c) and 134

(5) of the Companies Act, 2013;

i. In the preparation of the Annual Accounts of the Company, the applicable accounting standards have been followed and there are no material departures; i

i. 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 at the end of the financial year ended on March 31, 2023 and the profit for the year ended as on that ii

i. The Directors have 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 preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis;

v. The Directors have laid down internal financial controls to be followed by the Company and have ensured that such internal financial controls are adequate and are operating effectively; v

i. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. vi

i. Company being unlisted sub-clause

(e) of section 134

(5) is not applicable.

During the year under review, your Company has not accepted any deposits within the meaning of provisions of Chapter V – Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules 2014, as amended from time to time.

M/s Ramesh M. Sheth, Chartered Accountants, having Registration no. 111883W were appointed as the Statutory Auditors of the Company for a period of 5 (five) years at the 39 th Annual General Meeting of the Company to hold office till the conclusion of the 44th Annual General Meeting.

The notes to the financial statements referred to in the auditor's report are self-explanatory and do not call for any further comments under section 134 of the Companies Act, 2013.

The statutory auditor's report does not contain any qualifications, reservations, or adverse remarks or disclaimer and is attached to the annual report.

During the year under review, the statutory auditors M/s. Ramesh M. Sheth have not reported any instances of frauds committed in the Company by its officers or employees under section 143(12) of the CompaniesAct, 2013.

Pursuant to the provisions of Section 204 (1) of the Companies Act, 2013 and rule no. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 the secretarial audit of the Company for the financial Year 2022-2023

Company.

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 maintenance of Cost Record is not applicable to the Company.

During the period under review, the Company had employed 8 employees.

All decisions relating to the remuneration of the Directors were taken by the Board of Directors of the Company pursuant to section 196, 197 and all other applicable provisions, if any, of the Companies Act, 2013, ("the Act") read with schedule

V to the said Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for timebeinginforce)of Companies Act, 2013 in accordance with shareholders' approval wherever necessary.

The following tables give information relating to various outstanding dividends and the dates by which they can be claimed by the shareholders from the Company's Registrar and Transfer Agent:

The number of complaints received and resolved to the satisfaction of investors during the year under review and their break-up are as under:

As on March 31, 2023, there were no pending complaints.

The information required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with regard to Conservation of Energy & Technology absorption and foreign exchange earnings and outflow is not required to be given, as the same is not applicable to the Company and forms a part of this report as "Annexure B"

No material changes and commitments affecting the financial position of the Company occurred during i.e. 31 March 2023 to which these financial statements relate as on the date of this report i.e.August 24, 2023.

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and/or the Company's future operations.

As per section 135 of the Companies Act, 2013 and rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and schedule VII of the Companies Act, 2013, all Companies having a net worth of `500 crore or more, or a turnover of ` 1,000 crore or more or a net profit of `5 crore or more during any financial year are required to spend at least 2% of their average net profits of the three immediately preceding financial years on CSR related

Accordingly, the Company was required to spend `15,81,962/- towards CSR activities, total amount spent during the year 2021-22 was in excess of the amount required to be spent, the amount of ` 31,48,336 is carry forwarded to the financial year 2022-23 and it is observed that there is no requirement to spent any amount in the financial year 2022-23

However, the company has spent an amount of `5,22,402/- to Diganta Swaraj Foundation in the year 2022-23.

Where the amount to be spent by a company does not exceed fifty lakh rupees, the requirement as per section 135 under sub-section (1) of the Companies Act, 2013 for constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such committee provided under this section shall, in such cases, be discharged by the Board of Directors of such Company.

Thus, since the Company is not mandatorily required to have a Corporate Social Responsibility Committee, the Board in it's meeting held on February 8, 2023 has dissolved the Corporate Social Responsibility Committee.

The Annual Report on CSR activities containing details of expenditure incurred by the Company and brief details on the CSR activities is given in "Annexure C".

There were loans and investments, but no guarantees made during the year under review under section 186 of the Companies Act, 2013.

The related party transactions were entered into on an arm's length basis and in the ordinary course of business and are in compliance with the applicable provisions of section 188 of the Companies Act, 2013 during the year under review. The Company presents all related party transactions before the Board specifying the nature, value, 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.

Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC - 2 is not applicable for the financial year ended on March 31, 2023 and hence, the same does not form part of this report.

Your Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management regularly reviews systems, organizational structures, processes, standards, codes of conduct and behaviours that govern how the Company conducts its business and manages associated risks.

The Company has constituted an Internal Complaint Committee ("ICC") pursuant to the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Act"). Your Company has zero tolerance on sexual harassment in the workplace.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Summary of sexual harassment complaints received and disposed of during the financial year: -

No. of complaints received: 0 No. of complaints disposed of: 0 No. of complaints pending: 0 No. of complaints unsolved: 0

The Directors had laid down internal financial controls to be followed by the Company for ensuring the orderly and efficient conduct of its business, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

The Company is in compliance with the applicable provisions of the Secretarial Standards, that is, SS-1 and SS-2 issued by the Institute of the Company Secretaries of India.

The Company has not made any application and no proceedings are pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

There was no one-time settlement required to be done during the year under review and hence, no valuation was required to be done.

Your Company recognizes that its employees are the backbone of the business, and it values their commitment, competence and hardwork. Your Company emphasises the importance of providing its workforce with opportunities to grow & develop. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis.

Statements made in this report, describing the Company's objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable laws and regulations. Forward-looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized by the Company. Actual results could differ materially from those of external andexpressed internalthestatementorimplieddueto theinfluence factors that are beyond the control of the

Company. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements on the basis of any subsequent developments, information or events.

Your Directors acknowledge with gratitude the co-operation and assistance extended by the bankers, distributors, vendors, investors, customers, investors, BSE Ltd., National Securities Depository Ltd., Central Depository Services (India) Ltd., and R & T Agent during the year under review and are confident that your Company will continue to receive such support in the years ahead. The Directors also wish to thank all the employees for their contribution, high degree of commitment, support and continued co-operation throughout the year.