Chartered Capital & Investment Ltd Directors Report

To,

Dear Shareholders of

Chartered Capital and Investment Limited

Your Directors are pleased to present herewith the 39th Annual report along with the Audited Annual Accounts of the Company for the year ended March 31,2025.

FINANCIAL RESULTS

The Financial Results for the year ended March 31,2025 are summarized as under:

(Rs In Lakhs)

Particulars	For the year ended*
	31/03/2025	31/03/2024
Total Income	1175.63	796.32
Profit (Loss) before depreciation and taxes	826.71	622.01
Less: Depreciation	1.34	0.85
Less: Tax Expenses	286.87	77.84
Profit (Loss) After Tax	538.51	543.33

* Previous Years figures have been regrouped, reclassified wherever considered necessary.

OPERATIONS

During the year under review, the total income of the Company increased from Rs. 796.32 lakhs during the previous year to Rs. 1175.63 lakhs during the current year. The profit after tax decreased from a profit of Rs. 543.33 lakhs during the previous year to a profit of Rs. 538.51 lakhs during the current year mainly due to increase in employees cost, other expenses and Tax expenses. The Board of Directors expect this situation to improve further in the coming years.

CHANGES IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year under review. The company is mainly engaged in the providing merchant banking services to its clients and investment activities.

SHARE CAPITAL

During the year under review, the company has not increased its paid-up capital. The paid-up equity share capital of the company as on March 31,2025 is Rs.3,01,16,000. During the year under review, the company has neither issued shares with differential voting rights nor granted employee stock options or sweat equity.

TRANSFER TO RESERVE

No amount was transferred to or from General Reserve or Securities Premium Account during the year under review. Profit/ (loss) of the company for the year under review was transferred to Profit & Loss Account of the Company.

DIVIDEND

The Board of Directors does not recommend any dividend for the year 2024-25 with a view to reinvest the profit for the operations of the Company.

DIRECTORS

Constitution of the Board

The Board of Directors of the Company is constituted in compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has a balanced board with optimum combination of Executive, Non-Executive and Woman Directors which includes independent professionals. As on March 31, 2025, the Board of Directors of the company comprised of 4 Directors. Their details as on March 31,2025 are as under:

CHARTERED CAPITAL AND INVESTMENT LIMITED

Name	Category/ Designation	No. of Directorship and Committee Membership/Chairmanship				Inter se relationship between Directors
		Directorship#		Committee membership/ Chairmanship*
Mr. Mohib N. Khericha	Promoter Director, Managing Director	3	2	4	1	Husband of Mrs. Sofa M Khericha
Mrs. Sofa M. Khericha	Promoter Director, Non-Executive Woman Director	1	1	2	Nil	Wife of Mr. Mohib N Khericha
Mr. Nawal Kishor D. Gupta	Independent Director	1	Nil	2	2	None
Mr. Zohar E. Rangwala	Independent Director	1	Nil	1	Nil	None

* Only Audit Committee and Stakeholders Relationship Committee of public limited companies have been considered.

# No of Directorship etc. of Directors does not include directorship in any foreign company. It includes Directorship /committee membership/ committee chairmanship in our Company as well.

Change/Appointment/Re-appointment of Directors

In accordance with the provisions of the Companies Act, 2013 and rules made thereunder and pursuant to the Article of Association of the Company, Mrs. Sofia M. Khericha (DIN: 02695350), Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment to the Board.

Brief profile and other information of the aforesaid Directors seeking appointment/re-appointment, as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Notes to Notice of the Annual General Meeting.

The above proposals for appointment/reappointment form part of the Notice of the 39th Annual General Meeting and the relevant resolutions are recommended for your approval therein.

Changes in Directors and Key Managerial Personnel

During the year under review, shareholders of the company at their previous Annual General Meeting approved the re-appointment of Mrs. Sofa M. Khericha (DIN: 02695350), who was liable to retire by rotation and had offered herself for re-appointment.

Mr. Nawalkishor Gupta (DIN: 00054746) and Mr. Zohar Rangwala (DIN: 10746310) as Independent Directors of the Company for a term of 5 (five) consecutive years from September 30, 2024.

Key Managerial Personnel

As of March 31,2025, your Companys Board had three Key Managerial Personnel:

Mr. Mohib N Khericha - Managing Director Mr. Javed S Saiyed - CFO

Mr. Nevil Sheth - Company Secretary & Compliance officer

During the FY 2024-25 under review, Mr. Manoj Kumar Ramrakhyani, Company Secretary resigned w.e.f. August 29, 2024. The Board placed on record its appreciation for the valuable services rendered by Mr. Manoj Kumar Ramrakhyani. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company appointed Mr. Nevil Sheth as Company Secretary w.e.f. August 30, 2024.

Cessation

During the FY 2024-25 under review, Mr. Ashok Kavdia (DIN:00054601) and Mr. Deepak Singhvi (DIN:00433635), have completed their second and final term as an Independent Director and consequently ceased to be a Director of the Company w.e.f. September 30, 2024.

Board Evaluation etc.

A formal evaluation mechanism is in place for evaluation the performance of the Board, committees thereof, individual directors and the Chairman of the Board.

The evaluation of board is carried out annually as per the provisions of the Companies Act, 2013, rules thereof and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Performance evaluation of each

Director is based on the criteria as laid down from time to time by the Nomination and Remuneration Committee.

Criteria for performance evaluation includes aspects such as attendance for the meetings, participation and independence during the meetings, interaction with Management, Role and accountability to the Board, knowledge and proficiency and any other factors as may be decided by the Nomination and Remuneration Committee. Further, performance evaluation of an Executive Director is done based on business achievements of the company.

The independent directors have also met separately on March 10, 2025.

Remuneration Policy

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for the selection and appointment of directors, KMP & senior management personnel and their remuneration. The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of directors and other matters as required under Section 178(3) of the Companies Act, 2013 is available on the Companys website www.charteredcapital.net/investors. There has been no change in the policy since the last fiscal year. We affirm that, remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration policy of the Company. The policy is available on the Companys website at https://www.charteredcapital.net/wp-content/uploads/2019/09/Nomination- Remuneration-Policy.pdf

Number of meetings of the Board

The Board of Directors met 8 times during the year. The attendance of each Director at the Board Meetings and last Annual General Meeting held during the year under review are as under:

Director	No. of Board Meetings		Last AGM attended
	Held	Attended
Mr. Mohib N. Khericha	8	8	Yes
Mr. Ashok Kavdia*	5	5	Yes
Mr. Deepak P. Singhvi*	5	1	No
Mrs. Sofa M Khericha	8	8	Yes
Mr. Nawalkishor Gupta#	3	3	NA
Mr. Zohar Rangwala#	3	3	NA

*Cessation w.e.f. September 30, 2024 # Appointed w.e.f. September 30, 2024

Declaration by Independent Directors

The Company has received the necessary disclosures from each Independent Director in accordance with section 149(7) of the Companies Act, 2013 that he meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Draft Annual Return of the Company for year ended March 31,2025 is available on the website of the Company at https://www.charteredcapital.net/investors/

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Separate reports on Corporate Governance compliance and Management Discussion and Analysis as stipulated by the SEBI Listing Regulations forms part of this Annual Report along with the required Certificate from Practising Company Secretary regarding Compliance of the conditions of Corporate Governance as stipulated.

In Compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board Members and Senior Management Personnel of the company, who have affirmed the compliance thereto.

CEO/CFO CERTIFICATION

A certificate from the Managing Director and Chief Financial Officer, Pursuant to Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been placed before the board at its meeting held on August 19, 2025 and has been disclosed in the Corporate Governance Report forming part of Annual Report.

STOCK EXCHANGES

The Companys shares are presently listed on BSE Limited. Further the applicable listing fee for the financial year 2025-2026 has been paid to the stock exchange.

DIRECTORS RESPONSIBILITY STATEMENT

As per section 134(3) of the Companies Act, 2013, it is hereby confirmed that:

i) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) 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 and loss of the company for the year ended on that date;

iii) The Directors have taken proper and sufficient care 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;

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 that such internal financial controls are adequate and were operating effectively;

vi) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

REPORTING OF FRAUD BY AUDITORS OF THE COMPANY

There is no incidence of fraud reported by the statutory auditors as required under section 143 (12) of the Companies Act, 2013 and rules made thereunder

REPORTS BY AUDITORS

Statutory Auditor

At the 36th Annual General Meeting held on September 29, 2022, the members had approved re-appointment of M/s F P & Associates, Chartered Accountants, (Firm Registration No: 0143262W) Ahmedabad, as the Statutory Auditors of the Company for a second term of 5 years that began from the conclusion of the 36th Annual General Meeting until the conclusion of 41st Annual General Meeting to be held in year 2027 on such remuneration as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors based on the recommendation of the Audit Committee.

There are no qualifications, reservations or adverse remarks or disclaimers made by the auditors in their report on the financial statements of the company for the financial year ended March 31, 2025. The Auditors Report is enclosed with the financial statements in this Annual Report. The notes on the Financial Statements referred to in the Auditors Reports are self-explanatory and do not call for any comments or explanations.

Secretarial Auditor and Secretarial Auditors Report

In terms of Section 204 of the Act and Rules made thereunder, M/s. Hussain Bootwala & Associates, Practicing Company Secretaries were appointed as Secretarial Auditors of the Company to conduct the Secretarial Audit of records and documents of the Company for FY 2024-25 and their report is annexed as Annexure A to this report. The Secretarial Auditors Report does not contain any qualifications, reservations, adverse remarks or disclaimer.

Appointment of Secretarial Auditor

Pursuant to the requirements of Regulation 24A of the SEBI Listing Regulations, the Board of Directors of the Company at their meeting held on May 29, 2025, approved the appointment of M/s. Hussain Bootwala & Associates, Practicing Company Secretaries a Peer Reviewed Practicing Company Secretary firm, as the Secretarial Auditor of the Company for a term of Five consecutive financial years, commencing from FY 2025-26 up to FY 2029-30, to conduct the Secretarial Audit, subject to the approval of the Members at the ensuing Annual General Meeting.

The necessary resolution for the appointment of M/s. Hussain Bootwala & Associates forms part of the Notice convening the ensuing AGM scheduled to be held on Monday, September 22, 2025.

Cost Audit

The Company is not required to maintain the cost records in terms of section 148 of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013

Particulars of loans and guarantee given and the investments made by the company as at March 31, 2025 are forming part of financial statements.

STATE OF THE COMPANYS AFFAIR

During the year under review, the total income of the Company increased from Rs. 796.32 lakhs during the previous year to Rs. 1175.63 lakhs during the current year. The profit after tax decreased from a profit of Rs. 543.33 lakhs during the previous year to a profit of Rs.538.51 lakhs during the current year mainly due to increase in employees cost, other expenses and Tax expenses. The Board of Directors expect this situation to improve further in the coming years.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the company have occurred between the end of financial year to which the financial statements relate and the date of the Directors Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy

(a) the steps taken or impact on conservation of energy: As the operations of the Company are not energy intensive, the same is not applicable. However, adequate measures have been initiated for conservation of energy.

(b) the steps taken by the company for utilizing alternate sources of energy: Though the

operations of the Company are not energy intensive, the company shall explore the alternate sources of energy as and when necessity arises.

(c) the capital investment on energy conservation equipments: Nil

B. Technology absorption-

(a) The efforts made towards technology absorption: The operations of the company are of a nature where no major technology is used and therefore same is not applicable.

(b) The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable

(c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) : Not Applicable

i. the details of technology imported;

ii. the year of import;

iii. whether the technology been fully absorbed;

iv. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(d) The expenditure incurred on Research and Development : Nil/ Not Applicable

C. Foreign exchange earnings and Outgo-

There was no inflow or outflow of foreign exchange during the year under review.

RISK MANAGEMENT POLICY

The organization is in the continuous process of strengthening its Risk Management framework with an endeavour to enhance the control environment via risk mitigation and reducing the impact of risks concerning the business of the company within the acceptable levels. It has been carried out in a phased manner wherein due emphasis is being given on identification, assessment and mitigation thereof through economic control of those risks that endanger to the assets and business of the Company.

To achieve the aforesaid objectives, the Board of Directors of your company has framed the Risk Management policy to identify, assess and mitigate the risk associated with the Business of the Company.

PARTICULARS OF REMUNERATION OF MANAGERIAL PERSONNEL AND RELATED DISCLOSURES

The ratio of remuneration of each director to the median employees remuneration and other details in terms of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and remuneration of Managerial personnel) Rules, 2014 forms part of this report and is attached as Annexure B.

CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR)

The Company has focused on several corporate social responsibility programs. The Company continues its endeavour to improve the lives of people and provide opportunities for their holistic development through its different initiatives in the areas of Education, Employment enhancing vocation skills, skill development and Healthcare.

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The policy can be accessed at https://www.charteredcapital.net/wp-content/uploads/2024/08/CSR-Policy.pdf The brief details of CSR Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed herewith and marked as Annexure C to this Report.

POLICY FOR PREVENTION OF SEXUAL HARASSMENT

The Company has framed a policy on prevention of sexual harassment of women staff at workplace. Internal Complaints Committee has also been set up to redress complaints received regarding sexual harassment. No case was reported during the year under review under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has formulated a vigil mechanism through Whistle Blower Policy dealing with the instances of unethical behavior, actual or suspected, fraud or violation of the companys code of conduct. The details of the policy is explained in the Corporate Governance Report and also posted on the website of the Company.

SECRETARIAL STANDARD

The Company complies with secretarial standards on meetings of Board of Directors and General Meetings issued by the Institute of Company Secretaries of India.

AUDIT COMMITTEE

The detail of the Audit Committee including its composition and terms of reference is mentioned in the Corporate Governance Report forming part of the Directors Report.

RECOMMENDATIONS OF COMMITTEES OF THE BOARD

There was no instance during the financial year 2024-2025, wherein the Board had not accepted recommendations made by any Committee of the Board.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company maintains adequate and effective Internal Financial Control System commensurate with its size and nature of business. Company believe that internal control system provide, among other things, a reasonable assurance that transactions are executed with management authorization and that they are recorded in all material respects to permit preparations of financial statements in conformity with established accounting principles and that the asset of the company are adequately safeguarded against significant misuse or loss.

Some significant features of the Internal Financial Control Systems are:

• Implementation and control of all transactions including finance, requisitions, quality and costing;

• Internal audits are conducted by external auditors and they audit all aspects of business;

• Audit programme and periodic review by the Management and Audit Committee.

The Audit Committee closely interacts with and guides management and alongwith statutory auditors and internal auditors reviews significant findings and follows up thereon.

RELATED PARTY TRANSACTIONS

There is no related party transaction during the year under review, except the remuneration and Sitting fees paid to Directors, their relative and KMPs of the Company. Related party transactions policy is available on website of the company.

There is no contract or arrangement or transaction by the Company with any related party which is not at arms length basis. Further, there is no material contract or arrangement or transaction by the Company with any related party which is at arms length basis during the financial year 2024-2025.

The details of related parties transactions for the financial year 2024-2025 are given in notes to the financial statement of the Company. All the related partys transactions entered into by the Company are in the ordinary course of business and on an arms length basis.

DEPOSITS

During the year Company has not accepted any fixed deposits. As on March 31,2025, there are no fixed deposits with the Company.

RECLASSIFICATION OF PROMOTER/ PROMOTER GROUP TO PUBLIC

During the year under review, the Board of Directors of the Company had received request from Mr. Amritlal Rikhabchand Sanghvi Promoters and Members of the Promoter Group of the Company, for reclassifying their shareholding in the Company from the "Promoter and Promoter Group" category to the "Public" category, in accordance with Listing Regulations as amended and other rules, regulations and guidelines, as applicable, in this regard:

The Board of Directors of the Company at its meeting held on August 13, 2024, considered and approved the reclassification of the status of the Mr. Amritlal Rikhabchand Sanghvi from Promoter Category to Public Category of the Company, subject to necessary approvals from, the Securities and Exchange Board of India (SEBI) and/or Stock Exchanges, as may be required. Pursuant to the same, an application in terms of Regulation 31A of Listing Regulations was made to the Stock Exchanges for their approval for the reclassification.

The Company has received approval from Stock Exchange i.e. the BSE Limited on November 07, 2024 for the reclassification of Mr. Amritlal Rikhabchand Sanghvi from the Promoter and Promoter Group category to the Public category of the shareholders of the Company, in accordance with Regulation 31A of the Listing Regulations

SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANYS OPERATIONS

To the best of our knowledge, the company has not received any such orders passed by the regulators, courts or tribunals during the year, which may impact the going concern status or companys operations in future.

GENERAL

No disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

The Board of Directors wish to express their gratitude and sincere appreciation for the continuous support and co-operation extended by the Shareholders, Banks, the Securities and Exchange Board of India, the Stock Exchange, various Government authorities and all other stakeholders.

Your Directors would also like to take this opportunity to express their appreciation to all employees at all levels for their dedicated efforts, hard work and cooperation during the year.

CAUTIONARY NOTE

The statements forming part of the Directors Report may contain certain forward looking remarks within the meaning of applicable security laws and regulations. The actual results, performance, achievements of the company may be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking statements.

Place:	Ahmedabad	For and on behalf of Board of Directors Mohib N Khericha Sofia M Khericha
Date:	August 19, 2025	Managing Director Director

Form No. MR-3

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and

Remuneration Personnel) Rules, 2014]

SECRETARIAL AUDIT REPORT

For the Financial Year ended on 31st March, 2025 To,

The Members,

Chartered Capital and Investment Limited.

711, Mahakant, Opp. V.S. Hospital,

Ellisbridge, Ahmedabad - 380 006.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by CHARTERED CAPITAL AND INVESTMENT LIMITED (CIN: L45201GJ1986PLC008577). (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the CHARTERED CAPITAL AND INVESTMENT LIMITED (name of the companys) books, papers, minute books, forms and returns fled and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March, 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns fled and other records maintained by CHARTERED CAPITAL AND INVESTMENT LIMITED ("the Company") for the financial year ended on 31st March, 2025, according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations, 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

However, it has been found that there were no instances requiring compliance with the provisions of the laws indicated at point (d) , (e), (g), (h) of para (v) mentioned hereinabove during the period under review. Further, there were no instances of Foreign Direct Investment or External Commercial Borrowings.

I have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India.

ii. The Listing Agreements entered into by the Company with the Stock Exchange, i.e. Bombay Stock Exchange

iii. SEBI(Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended);

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There were no changes in the composition of the Board of Directors during the period under review.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision at the Board Meetings as represented by the management were carried out unanimously whereas, as informed, there is a system of capturing the views of dissenting members and recording the same as part of the minutes, wherever required.

I further report that based on review of compliance mechanism established by the company we are of opinion that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that; during the audit period, there was no instance of;

(i) Public/Right/Preferential issue of shares / debentures/sweat equity, etc.

(ii) Redemption / buy-back of securities

(iii) Major decisions taken by the members in pursuance to section 180 of the Companies Act, 2013

(iv) Merger / amalgamation / reconstruction, etc.

(v) Foreign technical collaborations.

Place : AHMEDABAD Date : 19/08/2025	HUSSAIN BOOTWALA & ASSOCIATES FRN:S2022GJ854400
	HUSSAIN BOOTWALA
	ACS No: 49591 C.P. No: 23980 PRC: 3936/2023
	UDIN: A049591G001024169