Fundviser Capital (India) Ltd Directors Report

To, The Members,

Fundviser Capital (India) Limited

The Board of Directors have pleasure in presenting before you the 40^th Annual Report and Audited Financial Statements for the Financial Year (FY) ended as on 31^st March, 2025.

1. SIGNIFICANT CHANGES DURING THE FINANCIAL YEAR (FY) UNDER REPORT

(i) Issue of further Shares and Convertible Warrants on Preferential Basis and subsequent conversion of Warrants: -

a) During the FY 2023-2024 the Company had Issued 8,75,000 Equity Shares and 13,50,000 Convertible Warrants of 10/- each for Cash at a Premium of 48.25 per Share/Warrant total amounting to 7,86,37,500/- on Preferential Basis. Out of that, the Company had allotted 7,75,000 Equity Shares and 13,50,000 Convertible Warrants before 31st March, 2024 and the remaining 1,00,000 Equity Shares were allotted during the Financial Year 2024-2025 on 2nd April, 2024.

b) The Company has completed the procedure for Listing of 8,75,000 Equity Shares and its Trading Approval on BSE Ltd., Accordingly the Listed Share Capital of the Company pursuant to the said

Allotment was increased to 4,56,50,000/-.

c) On the request of Warrant holders, the Board of Directors of the Company in its meeting held on 4^th October, 2024 had allotted 5,87,500 Equity Shares of 10/- each on conversion of 5,87,500 Convertible Warrants. Accordingly, the Company had completed the procedure for Listing of 5,87,500 Equity Shares and its Trading Approval on BSE Ltd. Accordingly the Listed Share Capital of the Company after the said Allotment was increased to 5,15,25,000/-.

Thus, as on 31st March, 2025 remaining 7,62,500 Convertible Warrants were outstanding.

(ii) Investment in Subsidiaries: -

a) On recommendation of Audit Committee, the Board of Directors in its meeting held on 15th May, 2024 had decided to Invest in the Equity Shares of Starlight Box Theatres Private Limited (‘Starlight). Accordingly, pursuant to the allotment of Equity Shares by Starlight to the Company, Starlight became the 51.61% Subsidiary of the Company on 23rd May, 2024.

b) On recommendation of Audit Committee, the Board of Directors in its meeting held on 21st October, 2024 had decided to Invest in the Equity Shares of Dars Transtrade Private Limited (‘DARS). Accordingly, pursuant to the said Investment, DARS became the 51.12% Subsidiary of the Company on 23rd October, 2024.

c) On recommendation of Audit Committee, the Board of Directors in its meeting had decided to invest in New India RE & Infra LLP and accordingly, the Company became a Partner with 64% of Capital

Contribution in the said LLP w.e.f. 11^th November, 2024.

(iii) Changes in Composition of Board of Directors and KMP: - Appointments:

a) Mr. Vinodkumar Kamtaprasad Singh [DIN 02895025] was appointed as an Additional Director of the Company in the Non-Executive Independent category w.e.f. 23rd April, 2024. He has an experience of 25 plus years in the field of Economics and Management. He has the required integrity, expertise, Non-Executive Independent Director of the Company. experienceandproficiency

b) Mr. Suresh Kumar Jain [DIN: 05103064] was appointed as an Additional Director of the Company in the Non-Executive Independent category w.e.f. 12th August, 2024. He is an ex-Banker. He worked with Banks for over 36 years and was the General Manager of Bank of India. He was selected by Government of India as Executive Director of Union Bank of India and retired in May 2014. He was also appointed as an Independent Director of Fino Payments Bank Limited in the Year 2019 and worked as Part-time Chairman of the Bank. He has the required integrity, expertise, experience and proficiency for appointment as a Non-Executive Independent Director of the Company.

Cessation:

Mr. Bhupinder Singh Bedi [DIN: 05324285], Non-Executive, Independent Director of the Company has resigned as Independent Director of the Company w.e.f. 23^rd April, 2024 due to his other commitments and personal reasons.

The Board expresses its appreciation and gratitude for the timely advice rendered by him during his tenure as the Director of the Company.

Change in Designation:

In the Annual General Meeting held on 20^th September, 2024, following changes were approved by the Shareholders of the Company: -

a) Regularization of Mr. Prem Krishan Jain as Director, who was appointed as an Additional Director of the Company by the Board of Directors w.e.f. 25^th October, 2023.

b) Regularization of Mrs. Kriti Jain as Non-Executive Director, who was appointed as an Additional Director of the Company by the Board of Directors w.e.f. 25^th October, 2023.

c) Regularization of Mr. Triloki Nath Bansal as Director and his appointment as Independent Director of the Company, who was appointed as an Additional Director of the Company by the Board of Directors w.e.f. 11^th January, 2024.

d) Regularization of Mr. Vinodkumar Kamtaprasad Singh as Director and his appointment as Independent Director of the Company, who was appointed as an Additional Director of the Company by the Board of Directors w.e.f. 23^rd April, 2024.

e) Regularization of Mr. Suresh Kumar Jain as Director and his appointment as Independent Director of the Company, who was appointed as an Additional Director of the Company by the Board of Directors w.e.f. 12^th August, 2024.

Re-appointment of Director liable to retire by rotation:

In terms of Section 152 of the Companies Act, 2013, Mr. Prem Krishan Jain, Chairman & Managing Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

He being more than 70 years old, pursuant to the provisions of Section 152 & 196 of the Companies Act, 2013 necessary Special Resolution for his reappointment is recommended for the approval of the shareholders of the Company in the ensuing Annual General Meeting.

Changes in Key Managerial Personnel (KMP):

CS Dipen Shah (Membership No.: A43449) resigned as the Company Secretary and Compliance Office of the Company w.e.f. 28th February, 2025.

CS Raujesh Khandelwal (Membership No.: A49419) was appointed as the Company Secretary and Compliance Office of the Company w.e.f. 24 th April, 2025.

2. FINANCIAL RESULTS

(i) The Standalone Financial Results for the Financial Year ended on 31^st March, 2025 are briefly given below:-

( in Hundreds)

PARTICULARS	Financial Year 2024-2025	Financial Year 2023-2024
Revenue from Operations & Other Income	2,16,709/-	97,370/-
Profit before Interest, Depreciation & Income	57,099/-	59,236/- Tax
Less : Interest/Finance Cost	154	-
Depreciation & Amortization	533	-
Profit/ (Loss) for the Year before tax	56,412	59,236
Less: Provision for Tax
Current Tax	16,881	14,765
Deferred Tax	(2,881)	134
Earlier Year	(668)	-
Profit/(Loss) after Tax	43,080	44,337

(ii) The Consolidated Financial Results for the Financial Year ended on 31^st March, 2025 are briefly given below:

( in Hundreds)

PARTICULARS	Financial Year 2024-2025	Financial Year 2023-2024
Revenue from Operations & Other Income	33,69,792	-
Profit before Interest, Depreciation & Income Tax	2,98,629	-
Less:
Interest/Finance Cost	12,068	-
Depreciation & Amortization	2,585	-
Profit/ (Loss) for the Year before tax	2,83,975	-
Less: Provision for Tax
Current Tax	21,058	-
Deferred Tax	(2,881)	-
Earlier Year	(668)	-
Profit/(Loss) after Tax	2,66,466	-

(iii) Consolidated Financial Statement

The consolidated financial statements of the Company and its subsidiaries for FY 2024-25 are prepared in compliance with the applicable provisions of the Companies Act, 2013 ("the Act") and as stipulated under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditors Report there on form part of this Annual Report.

3. COMPANYS AFFAIRS, PERFORMANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

Financial and Present Performance

During the Financial Year under review the Revenue from Operations of the Company was 1,94,118 Hundreds as against of 96,520 Hundreds of the previous year. The other income of the Company was 22,591 Hundreds as against 850 Hundreds of the previous year. The Company has earned a Profit of 43,080 Hundreds as against the Profit of 44,337 Hundreds of the previous year.

Management Discussion and Analysis

(a) Industry Structure, Developments, Opportunities and Outlook

The Company has deployed its funds in investment in securities and for investment in Subsidiaries. The Company proposes to invest further funds in securities and in its subsidiaries With the optimum return on the investments, the Company would be able to perform better in the years to come.

(b) Internal Control Systems and its Adequacy

The Company has adequate Internal Control Systems to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. An Internal Auditor has been appointed for this purpose.

The Audit Committee of the Board reviews the Internal Audit Reports and the adequacy and effectiveness of internal controls periodically.

(c) Risks and concerns

The Company has formulated various policies and procedures to face the risks and challenges affecting the Business of the Company. The Company has a Risk Management Policy in place and is being reviewed regularly. Various risks such as financial risk arising out of the operations, increased competition in the sectors/areas of the Company, business conditions in the markets and other risks have been identified and taken into account while formulating policies.

The Directors get themselves trained and educated on various risks factors. Periodic reviews are also being taken to improve the same.

(d) Material developments in Human Resources / Industrial Relations front, including number of people employed

The main business of the Company is investment in securities and Subsidiaries/Other Companies. The Human Resources requirement of the Company is very less.

The number of employees of the Company as on 31^st March, 2025 is 6 (Six).

(e) Key financial ratios

Details of significant changes, in Key Financial Ratios, along with detailed explanation thereof has been given in Note No. 36 under the head ‘Financial Ratio of the Financial Statements for FY 2024-2025.

(f) Change in Nature of Business

The Company did not undergo any basic change in the nature of its business during the year under review.

4. CAUTIONARY STATEMENT

Statements in this report, particularly those which relate to Management Discussion and Analysis, describing, if any, the Companys objectives, projections, estimates and expectations may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

5. TRANSFER TO RESERVES

Your Company has not proposed to transfer any amount to the General Reserve.

6. DIVIDEND

With a view to augment long term reserves and to plough back the earnings in the Company itself, your

Directors do not recommend any Dividend on the Shares of the Company.

7. PUBLIC DEPOSITS

During the Financial Year 2024-2025, your Company had not accepted any Deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

The Central Government Ministry of Corporate Affairs vide notification dated 22nd January, 2019 read with further notification dated 30th April, 2019 required the Companies to file return of Deposits or Particulars of Transactions not considered as Deposit. The Company has complied with the said notification.

8. LISTING AGREEMENT & FEES

The annual listing fees for the Financial Year 2024-2025 as well as for the Financial Year 2025-2026 have been paid to BSE Limited, where your Companys Shares are listed.

9. HOLDING COMPANIES, SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES

As of the close of the Financial Year 2024-2025, the Company has invested in 51.12% of the Equity Share Capital of Starlight Box Theatres Private Limited and in 51.61% of the Equity Share Capital of DARS Transtrade Private Limited [Formerly known as V3 Constructions Private Limited]. Accordingly, both the aforesaid Companies have become the subsidiaries of the Company. Further, the Company has invested in the Capital of New India RE and Infra LLP and has become a Partner with 64% of Capital Contribution of the said LLP.

Consolidated Financial Statements of the Company are inclusive of the results of all the subsidiaries.

Further, a statement containing the particulars for each of the subsidiaries is also enclosed. Copies of annual accounts and related information of all the subsidiaries can be sought by any member of the Company by making a written request to the Company at the Registered Office available for inspection at the Registered Office & on website of the Company. A statement containing the salient features of the financial statement of the subsidiaries in the prescribed format is presented in a The Policy for determining ‘Material subsidiaries separatesectionformingpart ofthefinancial has been displayed on the Companys website at www.fundvisercapital.in

10. ANNUAL RETURN

Pursuant to provisions of Section 134 read with Section 92 of the Companies Act, 2013, as amended; copies of Annual Returns filed with the MCA are available at the website of the Company viz. www.fundvisercapital. in and the Annual Return for the Financial Year 2024-2025 is available on the website of the Company and the same will be uploaded on MCA after the conclusion of AGM.

11. NUMBER OF MEETINGS OF THE BOARD, COMMITTEE AND GENERAL MEETINGS

During the Financial Year 2024-2025, Ten (10) Board Meetings, One (1) General Meeting, Seven (7) Audit Committee Meetings, Three (3) Nomination and Remuneration Committee Meetings and Two (2) Stakeholder Relationship Committee Meetings and One (1) Independent Directors Meeting were convened and held.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The dates of Board Meetings held during the Financial Year were 2^nd April, 2024; 23rd April, 2024, 15th May, 2024, 28th May, 2024, 12th August, 2024, 4th October, 2024, 21st October, 2024, 13th November, 2024, 13^th February, 2025 and 5th March, 2025,

In addition to that separate meeting of Independent Directors was held on 5^th March, 2025. Details of Attendance of each Director at the Board Meeting, the Last AGM and other Indian Companies Directorships and Committee Memberships held by them and number of Shares held by the Directors as on 31^st March, 2025 are as follows:-

Name of the Director	Category of Directorship during the year	No. of Board Meetings attended	Attendance at the last AGM	No. of other Directorships held	No. of Committees of which Member of other Companies(*)	No. of Shares held in the Company
Mr. Prem Krishan Jain	Chairman & Whole Time Director (ED)(P)	10	Yes	Nil	Nil	3,07,500
Mrs. Kriti Jain	Director (NED)(P)	10	Yes	Nil	Nil	17,75,000
Mr. Triloki Nath Bansal	Director (NED)(I)	10	Yes	Nil	Nil	Nil
Mr. Suresh Kumar Jain	Director (NED)(I)	6	Yes	6	4	Nil
Mr. Vinod Kumar Singh	Director (NED)(I)	9	Yes	2	Nil	Nil

[NED= Non-Executive Director, ED= Executive Director P = Promoter Director, I= Independent Director] Note:- In addition to the above, the Independent Directors of the Company have attended the separate meeting of the Independent Directors held on 5^th March, 2025.

(*) The details of Committees are disclosed for Audit and Stakeholders Relationship Committees of Public

Limited Companies including Listed and Unlisted Companies.

The details of Appointment and Cessation of Directors is already discussed in Point No. 1(iii) above.

Audit Committee:

Pursuant to the changes in management of the Company, the Audit Committee was reconstituted and as on 31^st March, 2025 Mr. Triloki Nath Bansal, Mr. Prem Krishan Jain, Vinod Kumar Singh and Suresh Kumar Jain were the members of the Committee. Mr. Triloki Nath Bansal, Chartered Accountant is the Chairman of the

Audit Committee.

Audit Committee held total Seven (7) Meetings during the Financial Year under review on 2^nd April, 2024, 15^th

May, 2024, 28th May, 2024, 12th August, 2024, 21st October, 2024, 13th November, 2024 and 13th February,

2025.

The details of Audit Committee Meetings attended by the Directors are as follows:

Sr. No. Name of the Director	No. of Audit Committee Meetings held during the tenure	No. of Audit Committee Meetings attended	Remarks
1. Mr. Prem Krishan Jain	7	7	-
2. Mr. Triloki Nath Bansal	7	7	-
3. Mr. Vinodkumar Singh	6	6	Appointed w.e.f. 23/04/2024
4. Mr. Suresh Kumar Jain	3	3	Appointed w.e.f. 12/08/2024

Nomination and Remuneration Committee:

Pursuant to the changes in management of the Company, the Nomination and Remuneration Committee (NRC) was reconstituted and as on 31^st March, 2025 Mr. Triloki Nath Bansal, Mr. Vinod Kumar Singh, Mr. Suresh Kumar Jain and Mrs. Kriti Jain were the members of the Committee. Mr. Triloki Nath Bansal, Chartered

Accountant is the Chairman of the NRC.

NRC held total 3 (Three) Meetings during the Financial Year under review on 15^th April, 2024, 12th August,

2024 and 5^th March, 2025.

The details of NRC Meetings attended by the Directors are as follows: -

Sr. No. Name of the Director	No. of NRC Meetings held during the tenure	No. of NRC Meetings attended	Remarks
1. Mrs. Kriti Jain	3	3	-
2. Mr. Triloki Nath Bansal	3	3	-
3. Mr. Vinodkumar Singh	2	2	Appointed w.e.f 23/04/2024
4. Mr. Suresh Kumar Jain	1	1	Appointed w.e.f 12/08/2024

Stakeholders Relationship Committee:

Pursuant to the changes in management of the Company, the Stakeholders Relationship Committee (SRC) was reconstituted and as on 31^st March, 2025, Mr. Triloki Nath Bansal, Mr. Vinod Kumar Singh, Mr. Suresh

Kumar Jain and Mr. Prem Krishan Jain were the members of the Committee. Mr. Triloki Nath Bansal is the Chairman of the SRC.

SRC held total 2 (Two) Meetings during the Financial Year under review on 20^th May, 2024 and 3rd June, 2024.

Mr. Triloki Nath Bansal, Mr. Vinod Kumar Singh and Mr. Prem Krishan Jain attended 2 (Two) SRC Meetings. During the tenure after the appointment of Mr. Suresh Kumar Jain as Director, no SRC meeting was convened & held.

The details of SRC Meetings attended by the Directors are as follows: -

Sr. No. Name of the Director	No. of SRC Meetings held during the tenure	No. of SRC Meetings attended	Remarks
1. Mr. Prem Krishan Jain	2	2	-
2. Mr. Triloki Nath Bansal	2	2	-
3. Mr. Vinodkumar Singh	2	2	-
4. Mr. Suresh Kumar Jain	Nil	Nil	Appointed w.e.f. 12/08/2024

12. DIRECTORS RESPONSIBILITY STATEMENT

Directors Responsibility Statement prepared pursuant to the provisions of Section 134(5) of the Companies Act, 2013 is furnished below as required under Section 134(3) (c).

Directors state that:-

a) In the preparation of the Annual Accounts for the Financial Year ended 31^st March, 2025 the applicable Accounting Standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same.

b) Accounting Policies as mentioned in Part B to the Financial Statements have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as the Company as at togiveatrue and fair view of the state of affairs 31 st March, 2025 and of the Profit of the Company for the Financial Year ended on that date.

c) Proper and sufficient care has been taken accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Annual Accounts have been prepared on a going concern basis;

e) Proper internal financial controls were operating effectively; and f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

13. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given Declarations under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. AUDITORS AND AUDITORS REPORT a) Statutory Auditor

M/s. JMT & Associates, Chartered Accountants having FRN: 104167W and Peer Review No. 012502 were appointed as the Companys Statutory Auditor and their term of appointment is valid till the conclusion of Annual General Meeting to be held in the year 2026.

The Auditors Report to the Shareholders for the financial year under review does not contain any qualification.

No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in Boards Report.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 your Company has appointed Ghatpande & Ghatpande Associates, Practising Company Secretaries having Firm Registration No. P2019MH0772200 and Peer Review No.: 4537/2023 to conduct the Secretarial Audit of your Company for the FY 2024-2025. The Secretarial Audit Report is annexed herewith as Annexure – I.

c) Internal Auditor

M/s G R A N D M A R K & Associates, Chartered Accountants, was appointed as an Internal Auditor of the Company as per the provisions of Section 138 of the Companies Act, 2013 for the Financial Year 2024-2025.

They have conducted Internal Audits periodically and submitted their reports to the Audit Committee. The said Reports have been reviewed by the Statutory Auditors and the Audit Committee.

d) Cost Auditor

For the Financial Year under Report the appointment of Cost Auditor and obtaining their Report was not applicable to the Company.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

During the Financial Year 2024-2025, Company has not provided any Loans or Guarantees under Section 186 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014.

The Details of Investments made as on 31^st March, 2025 are as follows:

Name of Entity	Amount as at 31st March, 2025 (iin Hundreds)
1. Quoted (Equity Shares)
Investment in Equity Shares (FMV)	68,887
2. Unquoted
Intellegrow Real Estate Special Situations Fund	1,00,000
Unquoted Shares of NSE Limited	3,68,000
Unquoted Shares of Growit India Private Limited	15,000
Unquoted Shares of DARS Transtrade India Private Limited	4,02,705
Unquoted Shares of Starlight Box Theatres Private Limited	1,76,706
Partnership Interest in New India RE and Infra LLP	640
Unquoted Shares of Matrix Gas & Renewables Limited	21,200
TOTAL:-	11,53,138

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Pursuant to the provisions of Companies Act, 2013, the contracts or arrangements entered into by the Company with related parties referred to in Section 188(1) have been done at Arm Length Basis and are in ordinary Course of Business. Hence the disclosure related to Related Parties are mentioned in Form AOC-2 which is annexed hereto as Annexure II to this Report.

17. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT

The material changes and commitments between the date of the Balance Sheet and the Date of Report are as under: -

(i) During the FY 2025-2026 the 3 (Three) Warrant holders holding 7,62,500 Convertible Warrants exercised their option to convert the said 7,62,500 Convertible Warrants into Equity Shares. Accordingly, the Board of Directors in its meeting held on 24^th April, 2025 allotted 7,62,500 Equity Shares of 10/- each on conversion of the said Warrants. The Company had completed the procedure for Listing of 7,62,500 Equity Shares and its Trading Approval on BSE Ltd. Accordingly the Listed Share Capital of the Company after the said Allotment was increased to 5,91,50,000/-

(ii) Mrs. Kriti Jain was appointed as the Whole Time Director of the Company designated as ‘Executive Director w.e.f. 24^th April, 2025. The shareholders of the Company in their Extra Ordinary General Meeting held on 15^th July, 2025 had approved the same. Pursuant to the said appointment, Mrs. Kriti Jain ceased to be the member of NRC and accordingly, the said committee was reconstituted.

(iii) CS Raujesh Khandelwal was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 24^th April, 2025.

(iv) The Board of Directors in its meeting held on 16^th June, 2025 based on the recommendation of Audit Committee and subject to the approval of shareholders, had passed a Resolution for increasing the Authorized Share Capital of the Company from the existing Authorised Capital of 10,00,00,000/- (Rupees Ten Crores Only) to 12,50,00,000/- (Rupees Twelve Crore Fifty Lakh only). The shareholders of the Company in their Extra Ordinary General Meeting held on 15^th July, 2025 had approved the same.

(v) The Board of Directors in its meeting held on 16^th June, 2025 based on the recommendation of Audit Committee and subject to the approval of shareholders, had passed a Resolution for issue and allotment of 64,85,000 Convertible Warrants of 10/- each at a Premium of 106/- per Warrant i.e. for the Issue Price of 116/- per Warrant to Promoter/ Promoter Group and Strategic Investors (Non-Promoters) on a Preferential Basis. The shareholders of the Company in their Extra Ordinary General Meeting held on 15^th July, 2025 had approved the same.

(vi) The designation of Mr. Prem Krishan Jain, the Promoter Director was changed from Whole Time Director to Managing Director of the Company w.e.f. 16^th June, 2025. The shareholders of the Company in their Extra Ordinary General Meeting held on 15^th July, 2025 had approved the same. The shareholders of the Company in their Extra Ordinary General Meeting held on 15^th July, 2025 had approved the same.

(vii) The Company had made an application to BSE for its ‘In Principle Approval in connection with Issue of 64,85,000 Convertible Warrants. The same is pending for the approval of BSE as of date.

(viii) BSE vide its approval Letter No. LIST/COMP/AJ/285/2025-26 dated 10th July, 2025 approved the reclassification of Mrs. Namrata Kapil Jain, Ms. Prachi Dhannalal Jain and Sureshchand Chhotelal Jain (HUF), the earlier Promoters from whom the present Promoters had acquired the shares, from Promoter/Promoter Group Category to Public Category.

Other than the aforementioned, therehavebeennomaterialchangesandcommitmentsaffectingthe 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 the report.

18. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is as follows:

A] Conservation of Energy and Technology Absorption

As the Company is not engaged in any Manufacturing activity, the disclosure relating to conservation of energy and technology absorption is not applicable.

B] Foreign Exchange Earnings and Outgo

During the Financial Year under Report, there are no foreign exchange earnings and outgo.

20. NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of Nomination and Remuneration Committee framed the policy for selection and appointment of Directors, KMPs and senior Management personnel and their remuneration.

The same has been uploaded on the website of the Company. The link for accessing the same is http:// www.fundvisercapital.in.

21. STATEMENT REGARDING COMPLIANCE WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT, 2013

During the Financial Year under Report the Company has in place Anti-sexual Harassment Policy and also complied with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and constituted an ‘Internal Complaints Committee to ensure protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment at all the administrative units and offices. During the Financial Year under Report, there was no instance of Sexual Harassment of Women at Workplace. The same is detailed in the table below:

Number of complaints filed during FY 2025	Nil
Number of complaints disposed off during FY 2025	Nil
Number of complaints pending at the end of FY 2025	Nil

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 in respect of CSR activities are not applicable to the Company. The Company voluntarily also has not undertaken any CSR activity.

23. BOARD EVALUATION

Pursuant to the provisions of the Section 134 (3) (p) of the Companies Act, 2013, Rules made there under and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 and Remuneration and other statutory committees. Performance evaluation has been carried out as per the Nomination and Remuneration Policy.

24. COMPOSITION OF COMMITTEE

Consequent upon the change in the Directors of the Company, the composition of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee formed under Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was also changed and as on 31st March, 2025 the compositions of the Committees is as under: -

Audit Committee:

1) Mr. Triloki Nath Bansal- Chairman (Independent Director)

2) Mr. Vinodkumar Singh - Member (Independent Director)

3) Mr. Suresh Kumar Jain- Member (Independent Director)

4) Mr. Prem Krishan Jain- Member (Executive Director)

Nomination and Remuneration Committee:

1) Mr. Triloki Nath Bansal- Chairman (Independent Director)

2) Mr. Vinodkumar Singh - Member (Independent Director)

3) Mr. Suresh Kumar Jain- Member (Independent Director)

4) Mrs. Kriti Jain- Member (Non-Executive Director)(*) (*)Ceased as NRC member after her appointment as WTD

Stakeholders Relationship Committee:

1) Mr. Triloki Nath Bansal- Chairman (Independent Director)

2) Mr. Vinodkumar Singh - Member (Independent Director)

3) Mr. Suresh Kumar Jain- Member (Independent Director)

4) Mr. Prem Krishan Jain- Member (Executive Director)

The Company Secretary and Compliance Officer of the Company acts as a Secretary to all the Committees.

25. PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of remuneration aggregating to 102/- Lakh or more per year or 8.50 Lakh or more per month when employed for a part of the year and the particulars as required under Section 197 (12) read with the Rule 5(2) and 5 (3) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

26. CASH FLOW

A Cash Flow Statement for the financial year ended 31^st March 2025 is attached to the Financial Statement.

27. CORPORATE GOVERNANCE

Pursuant to Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 the Corporate Governance provisions are applicable to the Listed Entities having paid up Equity Share Capital of more than 10/- Crores or Net Worth exceeding 25/- Crores as on the last day of the previous

Financial Year.

The Net Worth of the Company as on 31^st March, 2024 was 10,85,55,000/- i.e. less than 25/- Crore and the Equity Share Capital of the Company was 4,46,50,000/- i.e. less than 10/- Crore.

As such the Company is not fulfilling both the criteria of Equity Share Capital and Net Worth as stipulated under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and hence the Compliance with Corporate Governance provisions as stipulated under SEBI (LODR) Regulations, 2015 are not applicable to the Company. Hence, the Corporate Governance Report is not attached to this Report.

28. ENVIRONMENTAL, SOCIAL AND GOVERNANCE [ESG]

The Company at present is engaged in the Business of Investment in Securities and Properties.

The Company is committed to doing business in a responsible and sustainable manner with the highest standards of integrity. The Company is focused on achieving the ESG causes with initiatives like responsible usage of energy & water, effective plastic and paper waste management, protection of human rights and employees rights, engagement with the stakeholders, and social welfare.

Even though the Corporate Governance provisions are not applicable, the Company in its course of Business undertakes the best Corporate practices and strongly believes in complete transparency to its stakeholders.

29. DEMATERIALISATION OF EQUITY SHARES

The Company has obtained ISIN from both NSDL and CDSL Depositories and the same is INE365H01014. As on 31^st March, 2025 the shareholders holding 43,33,100 Equity Shares i.e. 84.10% of the Capital have already Dematerialized their shareholding. The shareholders who still hold shares in physical form are once again requested to get their shares dematerialized. Meanwhile, as per SEBI Circular No. SEBI/HO/MIRSD/ DOP1/CIR/P/2018/73 dated 20^th April, 2018 the Shareholders holding Shares in Physical Form are required to submit their copies of PAN Card and Bank Account details to the Registrar & Share Transfer Agents Satellite Corporate Services Private Limited at the earliest. Please note that no transfer of Shares is allowed in Physical Form.

30. SECRETARIAL STANDARDS

During the financial year under review the Company has complied with all applicable mandatory Secretarial Standards issued by Institute of Company Secretaries of India, and approved by the Central Government u/s 118(10) of the Companies Act, 2013.

31. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of

Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations and in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism / Whistle Blower and the same is available on the Companys website.

32. STATEMENT REGARDING DEVIATION OR VARIATION OF FUNDS

During the Financial Year under Report and till date, there was no deviation or variation of utilization of funds raised by way of issue of 8,75,000 Equity Shares and 13,50,000 Convertible Warrants. The Company has submitted the necessary Declaration to BSE Ltd., as required under SEBI LODR Regulations, 2015.

33. STATEMENT REGARDING INDEPENDENT DIRECTORS

The Board of Directors is of the opinion that the Independent Directors including the Independent Directors appointed during the financial year holds the highest standards of integrity and possess necessary expertise and experience including proficiency in the field in which the Company operates.

34. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 [IBC]

There is no application made by the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) [IBC] nor there are any proceeding pending under IBC.

35. DETAILS OF VALUATION DONE BY THE COMPANY IN TERMS OF RULE 8(5)(xii) OF THE COMPANIES (ACCOUNTS) RULES, 2014

This Clause is Not Applicable to the Company.

36. COMPLIANCE WITH THE PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961

The Board of Directors of the Company do hereby confirm and declare that the Company is in compliance with the provisions of the Maternity Benefit Act, 1961.

37. ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation of the continued support from the Companys Shareholders, Bankers, valued Customers and Clients.

The Directors are also thankful to the officials of the Government of India, Authorities for their continued help and timely assistance extended to the Company.

	By Order of the Board of Directors
	For Fundviser Capital (India) Limited
Place: - Mumbai	Prem Krishan Jain
Date: - 11th August, 2025	Chairman & Managing Director
	[DIN: 09304822]