To,

The Members of

Grand Oak Canyons Distillery Limited

(Formerly Known As "Pacheli Industrial Finance Limited")

Our Directors are pleased to present the 40^thAnnual Report on the business and operations of the Company, together with the Audited Financial Statements for the financial year ended 31^stMarch, 2025.

1. FINANCIAL RESULTS

The Company's financial results for the financial year ended on the 31^stMarch, 2025 are as under:

2. RESERVES & PROVISIONS

The Company has not transferred any amount to general reserves.

3. DIVIDEND

The management believes that there would be need of funds to invest in future projects, to upgrade the efficiency and to meet out the deficiencies in working capital, the Directors do not recommend any dividend on Equity Shares for the financial year 2024-25.

4. STATE OF COMPANY'S AFFAIRS

Discussion on state of Company's affairs has been covered as part of the Management Discussion and Analysis. Management Discussion and Analysis for the year under review, as stipulated under the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

5. CHANGE IN NATURE OF BUSINESS

During the financial year under review, the Company was carrying on the business of providing consultancy services related to hotels, lodging houses and other multiple services. There was no change in the nature of business of the Company.

5. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The composition of Board of Directors and KMPs as on March 31, 2025 was as follows:

During the year, following changes took place in the composition of Board of Directors and KMPs:

6. APPOINTMENT OF COMPANY SECRETARY (CS) & COMPLIANCE OFFICER.

The Chairman informed the Board that the company needs to appoint the Company Secretary in whole time employment. The Board considered the same & passed the following resolution:

"RESOLVED THAT pursuant to the provisions of Section 203 of the Companies Act, 2013 read with Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and other applicable provisions of the Companies Act, 2013 (including any statutory modifications or re-enactment thereof) if any and as per Regulation 6 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, consent of the Board of Directors of the Company be and is hereby accorded to appoint Ms. Sarvagya Goel having Membership No. A44644 (Associate member of Institute of Companies Secretaries of India) as Company Secretary & Compliance Officer of the Company with effect from 19th February, 2025 to perform the duties which may be performed under Companies Act, 2013 & any other duties assigned to her by the board from time to time at such remuneration and other terms and conditions as mutually decided by the Board and the Company Secretary".

"RESOLVED FURTHER THAT any of the Director of the Company for the time being be and is hereby severally authorized to sign and execute all such documents and papers (including appointment letter etc.) as may be required for the purpose and file necessary e-form with the Registrar of Companies and to do all such acts, deeds and things as may considered expedient and necessary in this regard."

7. MEETINGS

The Board met Fifteen (15) times during the financial year 2024-25. The dates on which meetings were held are, 28/05/2024, 30/05/2024, 01/08/2024, 12/09/2024, 06/11/2024, 14/11/2024, 20/11/2024, 08/01/2025, 16/01/2025, 24/01/2025, 29/01/2025, 13/02/2025, 14/02/2025 and 19/02/2025 The intervening gap between any two Meetings was within the period prescribed by the Companies Act, 2013.

8. LISTING STATUS

The Equity shares of the Company are listed on the Bombay Stock Exchange of India Limited ("The Exchange"). The Company has paid the Annual Listing Fee till date.

9. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There were no funds which were required to be transferred to Investor Education and Protection Fund Authority).

The Company has received declaration from the Independent Director of the Company confirming that she met with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

In pursuance of the provisions of the Act, the evaluation of performance of the Board as a whole, Committees of the Board, Directors individually and Chairperson of the Company was carried out for the Financial Year 2024-25. The performance of each Director has been evaluated by Nomination and Remuneration Committee.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed and adopted a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.

13. STATUTORY AUDITORS

At the Board Meeting of the company held on Tuesday, 13^th February, 2025, Board has appointed M/S N K BHAT & ASSOCIATES, Chartered Accountants (Firm Registration No. (011556N),) as Statutory Auditors of the Company under casual vacancy in place of GSA & ASSOCIATES LLP., Chartered Accountants (ICAI Registration No. AAS-8863) to hold the office till the conclusion of Ensuing AGM.

Re-Appointment of M/S V R S K & ASSOCIATES, Chartered Accountants (Firm Registration No. (011199N), as Statutory Auditors of the Company would be tabled at the meeting of Members, M/S V R S K & ASSOCIATES, Chartered Accountants to be appointed as a Statutory Auditor of the Company; Subject to the approval of Shareholders at General Meeting.

However, A Certificate from the Auditors has been received from the Statutory to the effect that their appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to section 139(1), section 141(2) and section 141(3) of the companies Act, 2013, and the provisions of Companies (Audit and Auditors) Rules, 2014.

There were no frauds reported by auditors under sub-section (12) of section 143 which have occurred during the financial year 2024-25.

ACS Parul Agrawal, Company Secretaries in Practice conducted the Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the financial year ended 31st March, 2025 is annexed herewith as Annexure-A which forms a part of this Report.

The Secretarial Audit Report for the financial year ended 31st March, 2025 contains certain qualifications and clarification by the Board are as follows:

The management of the Company assure you to comply all the provisions of the applicable law in true spirit in future and is under process of making all the default good.

The details of the loan given and investments made by the Company covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to the financial statements. Further, the company has not given guarantee during the financial year.

The Board, considering the current financial position and the need to enhance shareholder participation, approved the conversion of existing unsecured loans held by non-promoter investors into equity shares on a preferential basis at a conversion ratio of [51,51,51,500 equity shares of Rs. 10/- each issued at a premium of Rs.6.50/-] loan, are listed and permitted to trade on the Exchange with effect from Wednesday, December 18, 2024. subject to necessary regulatory approvals and compliance with the Companies Act. Wide BSE approval dated on 12/09/2024.

Mr. Paras Nath Verma (DIN: 09753924) Managing Director of the Company has resigned from their directorship of the Company with effect 29.12.2024 after the closure of working hours and the Board took the note of the same". The Board places on record their appreciation for the assistance and guidance provided by Mr. Paras Nath Verma (DIN: 09753924) as a Managing Director of the Company during her tenure as Director of the Company.

The chairman informed the board about the supplementary loan agreement to be executed between the Promoter & Promoter Group and the Persons not forming part of the Promoter & Promoter Group and the Company. After a brief discussion the board passed the following resolution:

"RESOLVED THAT the Supplementary Loan Agreement executed between the persons belonging to the Promoter & Promoter Group and the Persons not forming part of the Promoter & Promoter Group and the Company as approved by the Board of Directors of the Company at their meeting held on June 14, 2024 for inserting, inter alia, which includes a clause for conversion of Unsecured Loan into Equity, a copy of which agreement duly initialled by the Chairman is available for inspection, be and is hereby approved.

RESOLVED FURTHER THAT subject to applicable provisions of the Act and other applicable laws, the Board to do all such acts, deeds, matters and things as also to execute such documents, writings etc. as may be necessary in this regard."

The Company did not enter into a contract or transaction which would fall under the purview of Section 188.The particulars of contracts or arrangements with Related Parties for the Financial Year 2024-25 is annexed herewith to the Financial Statements in Form No AOC -2.

The Company have Subsidiary, Joint Venture or Associate Company at the end of the financial year are as follows:

There has been no material change or commitment, affecting the financial position of the Company which has occurred between March 31, 2025 and the date of this report.

a. BOARD MEETINGS

The Board of Directors duly met (15) times during the Financial Year ended 31/03/2025. The dates on which meetings was held are 28/05/2024, 30/05/2024, 01/08/2024, 12/09/2024, 06/11/2024, 14/11/2024, 20/11/2024, 08/01/2025, 16/01/2025, 24/01/2025, 29/01/2025, 13/02/2025, 14/02/2025 and 19/02/2025.

The periodicity between two Board Meetings was within the maximum time gap as prescribed in the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015/ Companies Act, 2013.

The Composition of the Board of Directors, their attendance at Board Meetings and last Annual General Meeting is as under:

1. *Mr. Paras Nath Verma was resigned from Managing Director w.e.f 29/01/2025.

2. **Mr. Raghav Gujral was resigned from Directorship w.e.f 29/01/2025.

(i) AUDIT COMMITTEE

The Audit Committee comprises Three Members during the year and the (04) Audit Committee meetings were convened and held

The Committee met 05 times dated on 25/05/2024, 01/08/2024, 04/11/2024, 13/11/2024 and 13/02/2025 during the financial year ended on March 31, 2025.The Composition of audit committee and their attendance at the meeting are as under: -

1. Mr. Paras Nath Verma was resigned from Managing Director w.e.f 29/01/2025.

(ii) NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises three members, one Executive Director and remaining two are Non-Executive Directors. One During the year One Meeting of Nomination & Remuneration Committee Meetings was held.

The Committee met 1 time during the Financial Year- 2024-25 dated on 03/07/2024.The Composition of Nomination & Remuneration Committee and their attendance are mentioned asunder: -

The Composition of Nomination & Remuneration Committee and their attendance at the meeting are as under: -

*Mr. Raghav Gujral was resigned from Directorship w.e.f 29/01/2025.

(iii) STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises three members. During the year, One (01) Stakeholders Relationship Committee Meetings was convened and held.

The Committee met 1 time on 12/02/2025, during the F.Y.-2024-25. The Composition Stakeholders' Relationship committee and their attendance at the meeting are as under:-

1. Mr. Paras Nath Verma was resigned from Managing Director w.e.f 29/01/2025.

2. Mr. Raghav Gujral was resigned from Directorship w.e.f 29/01/2025.

(iv) RISK MANAGEMENT COMMITTEE:

The Risk Management Committee comprises three members. During the year Two (2) Risk Management Committee Meetings were convened and held.

The Committee met 2 times on 05/07/2024 and 02/11/2024 during the F.Y.-2024-25. The Composition Risk Management committee and their attendance at the meeting are as under:-

1. Mr. Paras Nath Verma was resigned from Managing Director w.e.f 29/01/2025.

2. Mr. Raghav Gujral was resigned from Directorship w.e.f 29/01/2025.

There was no such order passed against the company during the year.

In Compliance with the disclosures required under section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules") relating to the remuneration and other details are as follows:

(i) The Ratio of the remuneration of each Director to the Median Remuneration of the Employees of the Company for the Financial Year Ended 31^st March 2025.

(ii) There has been no increase in remuneration of Directors and Chief Financial Officer. Also there was no increase in the salary of Company Secretary.

(iii) The percentage increase in the median remuneration of employees in the financial year 2024-25 : NIL

(iv) As on 31^st March 2025 total no of permanent employees on the roll of the Company: No Employees.

(v) Average percentile increase already made in the salaries of employees other than managerial personnel in the last financial year cannot be compared with the percentile increase in the managerial remuneration as the managerial personnel were not paid any salary in the last financial year.

(vi) The key parameters for any variable component of remuneration availed by the Directors NIL

(vii) The Company affirms that the remuneration given to the employees is as per the remuneration policy of the Company.

However, as per the provision of Section 136 of the Act, the Report and Accounts are being sent to all the members excluding the information on particulars of employees which is available for inspection by the members at the Registered office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting.

The Company's Independent Directors met on 18^th October 2024, without the attendance of Non-Independent Directors and Members of the Management.

27. DISCLOSURE UNDER RULES (2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014

No directors/employees of the Company were in receipt of amount exceeding remuneration as prescribed under Companies Act, 2013 and any other rules or the provisions ofRule5 (2) &(3) of The Companies (Appointment and Remuneration) Rules,2014.

In terms of regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company familiarizes the Directors about their role and responsibility at the time of their appointment through a formal letter of appointment. All new Independent directors inducted into the Board attendance

29. BUSINESS RISK MANAGEMENT

The prospects for the Company's business are dependent upon economic and industrial growth as well as resources available for implementation of liberalization policies of the Government. Adverse changes and delays of lack of funds can affect the business prospects of the Industry and the Company.

Risk Management is an integral part of the Company's business strategy. The Risk Management oversight structure includes Committees of the Board and Senior Management Committees. The Risk Management Committee of the Board ("RMC") reviews compliance with risk policies, monitors risk tolerance limits, reviews and analyzes risk exposure related to specific issues and provides oversight of risk across the organization. The RMC nurtures a healthy and independent risk management function to inculcate a strong risk management culture in the Company.

As part of the Risk Management framework, the management of Credit Risk, Market Risk, Operational Risk and Fraud Risk are placed under the Head-Risk, to ensure Integrated Risk Management for various Risks.

The Company's internal control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the adequacy and efficacy of the Company's internal controls, including its systems and processes and compliance with regulations and procedures.

Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board which also reviews the adequacy and effectiveness of the internal controls in the Company. The Company's internal control system is commensurate with the size, nature and operations of the Company.

The Company has vigil mechanism during the financial year. The Board of Directors are under discussion to derive a mechanism through which fraud risk, including corrective and remedial actions as regards people and processes can be determined and implemented.

The Company recognizes people as its most valuable asset and it has built an open, transparent and meritocratic culture to nurture this asset. The Company has kept a sharp focus on Employee Engagement. The Company's Human Resources is commensurate with the size, nature and operations of the Company.

The Company is not eligible for CSR as per provisions of Section 135 of the Companies Act, 2013.

As per the Cost Audit Orders, Cost Audit is not applicable to the Company's for the FY 2024-2025.

The Company is fully compliant with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

The Company has neither invited nor accepted any deposits from the public during the year. There is no unclaimed or unpaid deposit lying with the Company

The Annual Return of the Company for the financial year 2024-25 shall be placed at its website: www.pifl.in.

In terms of sub clause 3 (ca) of Section 134 and under sub-section 12 of Section 143 of Companies Act, 2013 there have been no frauds reported by the Auditors under sub-section (12) of the section 143 other than which are reportable to Central Government.

As on 31.03.2025 a total of 16,92,100 equity shares are only in representing 0.33% of the equity share capital are in Physical form.

During the period under review, the Company doesn't have any branch office.

Corporate Governance provisions i.e. Regulation 17 to 27 and clause (b) to (i) of sub-regulation (2) of Regulation 46 and Para C to E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 are applicable in respect of the Companies having paid up equity share capital exceeding Rs. 10.00 crores and net-worth exceeding Rs. 25.00 crores as on the last day of the previous financial year

There were no complaints reported under the Prevention of Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013.

In view of the nature of the activities carried out by the Company, Section 134(3)(m) of the Companies Act, 2013, read with Companies(Accounts) Rules,2014:

1. Energy Conservation Measures Taken Energy

Conversation continues to receive major emphasis and is being systematically mentioned and corrective measures are taken whenever required immediately.

2. Additional investment, and proposals, if any, being implemented.

At present the company has no proposal to make any substantial investments for further reduction of consumption of energy. However, regular up-gradation of facilities is being done as and when required. The Company has been able to control its energy cost substantially.

Total Energy consumption & energy consumption per unit of Production in prescribed form-A

(B) Technology Absorption: The Company is carrying on Research and Development in a routine manner along with its manufacturing activities. The initiatives taken by the Company have resulted in lower cost of energy consumption. Company has already absorbed technology fully.

Research, Development and improvement of products are an in built and on-going activity within the existing manufacturing operations of the Company. Expenditure on R&D is not separately allocated and identified.

(C) Foreign Exchange Earnings & Outgo: The Company did not earn or spent any foreign exchange during the year under review.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgement 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 of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the 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) that the annual financial statements 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 systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Pursuant to Section 186(11) of the Companies Act, 2013 disclosure under Section 134 (3) (g) of the Companies Act, 2013 is not applicable on the Company.

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 till the date of this annual report.

47. DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

In compliance with Regulation 21(2) of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 as amended upto date, pursuant to the recent amendment in such regulations notified by SEBI on May 5, 2021, a Risk Management Committee was constituted by the Board of Directors comprising of Ms. Rajni Tanwar, Chairman, Mrs. Promila Sharma and Mr. Surendra Kumar Jain, are the members of Risk Management Committee as on 31st March, 2025 and to oversee implementation of the Risk Management Policy in force in the Company, and monitor and evaluate risks, basis appropriate methodology, processes and systems.

All the members of the Risk Management Committee are Non-Executive Directors of the company and majority of the directors of the Risk Management Committee are Independent Director of the Company. The Risk Management Policy is in force and application in the Company, has been drawn up based on a detailed assessment of the operational risks, risks associated with related business in India, in general and the business of the Company in particular. The Risk management Policy also covers the risks related to the Company assets and property, the risks which the employees of the Company may get exposed to, the risks arising out of non -compliance if any, with the provisions of and requirements laid down under various applicable statutes, Foreign Exchange related risks, risks which could emanate from business competition, contractual risks etc. The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc. other risks which considered necessary by the management. The Company has been addressing the various risks impacting the Company and policy of the Company on risk management is continuously reviewed by the Management of the Company. Management Discussion and Analysis Report which forms part of the Annual Report identifies key risks, which can affect the performance of the Company. The policy has been uploaded on the website of the Company.

48. A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

Statement on Compliance with the Maternity Benefit Act, 1961, We hereby affirm that our company fully complies with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. We are committed to ensuring the rights and welfare of our women employees, and accordingly:

Maternity benefits, including paid leave, medical bonus, nursing breaks, and other applicable entitlements, are provided in accordance with the Act, No discrimination is made against women employees on account of pregnancy, childbirth, or any conditions related thereto, Appropriate records are maintained as per statutory requirements, We ensure a safe, inclusive, and supportive work environment for all women employees, particularly during maternity and post-maternity periods.

This statement is issued in good faith and in the interest of transparency and statutory compliance.

The Directors gratefully acknowledge all stakeholders of the Company viz. financial institutions, Government Authorities customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees, executives, staff and workers of the Company for their unstinted commitment and continued contribution to the Company.

By order of Board of Directors of GRAND OAK CANYONS DISTILLERY LIMITED (FORMERLY KNOWN AS "PACHELI INDUSTRIAL FINANCE LTD")