Gemstone Investments Ltd Directors Report

To,

The Members,

Gemstone Investments Limited

The Directors have pleasure in submitting the 31st Board?s Report, along with the Balance Sheet, Profit and Loss Account and Cash Flow Statements on the business and operations of the Company for the financial year ended March 31, 2025.

FINANCIAL AND OPERATIONAL HIGHLIGHTS

Financial Results of the Company for the year under review along with the figures for previous year are as follows:

Particulars	F.Y 2024-25	F.Y 2023-24
Total Revenue	124.55	210.52
Total Expenses	78.66	162.00
Profit Before Tax	45.90	48.52
Current Year Tax	12.95	11.17
Deferred Tax	0.17	0.21
Short / Excess provision of Tax	1.17	1.97
Profit After Tax	31.61	35.17
Transfer to Statutory Reserve	6.32	7.03
Profit/(Loss) for the period after appropriations	31.61	35.17
EPS	0.04	0.05

REVIEW OF OPERATIONS

Your Company reported gross annual revenue of Rs. 124.55 lakhs viz-a-viz Rs. 210.52 lakhs in the previous year. Whereas the Profit After Tax stood at Rs. 31.61 lakhs viz-a-viz Rs. 35.17 lakhs in the previous year. The Earnings per share for the year ended March 31, 2025 stood at to Rs. 0.04 per share as against Rs. 0.05 per share in the previous year.

Your company is a Non-banking finance Company registered with the Reserve Bank of India.

DIVIDEND

To conserve the funds for operations of the Company, the Board does not recommend any dividend for this financial year.

TRANSFER TO RESERVE

The company has transferred Rs. 6.32/- (in lakhs) to the Statutory Reserves during FY 2024- 25 and Rs. 7.03/-(in lakhs) during FY 2023-24.

SHARE CAPITAL

Authorised Share Capital

The Authorised Share Capital of the Company as at March 31, 2025 is Rs. 10,00,00,000/- (Rupees Ten Crores Only) divided into 10,00,00,000 Equity Shares of Re. 1/- each.

Issued & Subscribed Share Capital

The paid-up Equity Share Capital as at March 31, 2025 stood at Rs. 7,47,50,000/- (Rupees Seven Crore Forty-Seven Lakh Fifty Thousand only) divided into 7,47,50,000 Equity Shares of Re. 1/- each.

DISCLOSURES REGARDING

a. Changes in Share Capital

There was no change in the structure of the share capital of the Company during the financial year under review.

b. Issue of Equity Shares with differential rights

The Company has not made any issue of equity shares with Differential Rights under the provision of section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 during the Financial Year under review.

c. Issue of Employee Stock Options

The Company has not made any issue of equity shares via Employee Stock Options during the year under review.

d. Issue of Sweat Equity Shares

The Company has not made any issue of equity shares under the provision of Section 54, read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 during the financial tear under review.

e. There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy

Code, 2016.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, the Annual Return as on March 31, 2025 will be available on the Company?s website with in stipulated period of time and can be accessed at www.gemstoneltd.com.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provision of the Act read with the IEPF Rules, dividends that are unpaid or unclaimed for a period of Seven consecutive years from the date of their transfer to Unpaid Account are required to be transferred by the Company to the IEPF, administered by the Central Government.

Further, according to the said IEPF Rules, shares in respect of which dividend has not been claimed by the shareholders for 7 (seven) consecutive years or more shall also be transferred to the demat account of the IEPF

Authority.

In line with the above provision, there are no unpaid dividend which has to be transferred to the IEPF.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business and operations of the Company during the year under review.

RBI COMPLIANCES

Your Company has been categorised as an NBFC- Base Layer and the Company received its certificate of

from the Reserve Bank of India (RBI). Your Company has always endeavoured to maintain the highest standards of compliance within the organisation and shall continue to do so going ahead. The Company continues to comply with all the applicable laws, regulations, guidelines etc. prescribed by the RBI, from time to time including the norms pertaining to capital adequacy, non- performing assets etc.

Your Company has adopted all the mandatory applicable policies under Reserve Bank of India (Non-Banking Financial Company Scale Based Regulation) and other applicable Master Directions.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public falling within the purview of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 during the year. Neither there was any public deposit outstanding as at the beginning or end of the year ended on March 31, 2025.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANIES:

Your Company does not have any subsidiary, associates or joint venture as on the financial year March 31, 2025.

In terms of Section 129 of the Companies Act, 2013 read with third proviso to Rule 5 of Companies (Accounts) Rules, 2014, the statement containing the salient feature of the financial statement of Associate Company in form AOC-1 is enclosed as "Annexure 1" which forms part of this report.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arm?s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholder approval under the Listing Regulations.

Further All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm?s Length basis. No Material Related Party Transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. The disclosure regarding related party transactions is annexed herewith as "Annexure 2" which forms part of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The management of your Company has a healthy mix of youth and experienced individuals with a very strong Board of Directors to guide the business:

Name of the Director and KMP	Designation	Date of Appointment	Date of Resignation
Mr. Kishor Bodha 1	Chairman & Executive Director	31/01/2025	-
Mr. Sudhakar Gandhi	Managing Director	06/07/2023	-
Mr. Santosh Dwivedi 2	Non-Executive Director- Non- Independent Director	08/05/2024	-
Mr. Rajesh Maiyani	Non-Executive - Independent Director	07/05/2021	-
Mr. Roshan Mayani	Non-Executive - Independent Director	04/09/2023	-
Ms. Falgun Shah	Non-Executive - Independent Director	12/04/2021	-
Mrs. Dhara Shiroya 3	Non-Executive - Independent	24/04/2025	-
	Director
Mr. Tushant Shah 4	Chief Financial Officer	24/04/2025	-
Mr. Jayesh Ahire	Company Secretary & Compliance Officer	01/08/2020	-

Notes:

1. Mr. Kishor Bodha was appointed as a Chairman Cum Additional Executive Director of the Company w.e.f. January 31, 2025 and regularized in the postal ballot concluded on March 27, 2025.

2. Mr. Santosh Dwivedi was appointed as an Additional Non-Executive, Non-Independent Director of the Company w.e.f. May 08, 2024 and regularized in the postal ballot concluded on June 14, 2024.

3. Mrs. Dhara Shiroya was appointed as an Additional Non-executive Independent Director of the Company w.e.f. April 24, 2025 and regularized in the postal ballot concluded on July 21, 2025.

4. Mr. Tushant Shah is appointed as Chief Financial Officer (CFO) of the Company, w.e.f. Thursday April 24, 2025.

CHANGES IN DIRECTORS AND KMPs DURING THE REPORTING PERIOD:

a. Mr. Tarun Brahmbhatt was reappointed as a Non-Executive Non Independent Director in the Annual General Meeting held on September 29, 2023 and subsequently resigned on May 08, 2024.

b. Ms. Kirti Vekaria resigned from the position of Chairman and Executive Director of the Company, with effect from January 31, 2025.

c. Mr. Kishor Bodha was appointed as a Chairman Cum Additional Executive Director of the Company w.e.f.

January 31 2025 and regularized in the postal ballot concluded on March 27, 2025. d. Mr. Santosh Kumar Dwivedi was appointed as an Additional Non-Executive, Non-Independent Director of the Company w.e.f. May 08, 2024 and regularized in the postal ballot concluded on June 14, 2024.

CHANGES IN DIRECTORS AND KMPs AFTER THE CLOSURE OF REPORTING PERIOD:

a. Mr. Deepak Apraj resigned from the position of Chief Financial Officer (CFO) of the Company, with effect from April 24, 2025.

b. Mr. Tushant Shah is appointed as Chief Financial Officer (CFO) of the Company, w.e.f. Thursday April 24,

2025.

c. Mrs. Dhara Shiroya was appointed as an Additional Non-executive Independent Director of the Company w.e.f. April 24, 2025 and regularized in the postal ballot concluded on July 21, 2025.

NUMBER OF BOARD MEETINGS

During the Financial Year under review, the Board met Ten (10) times during the financial year 2024-25 viz, 03rd April, 2024, 03rd May, 2024, 08th May, 2024, 28th May, 2024, 12th August, 2024, 02nd September, 2024, 12th November, 2024, 31st January, 2025, 14th February, 2025 and 19th February, 2025. The gap between any two meetings was not more than 120 days. The details regarding the dates of the meetings with the names of the directors who attended the meetings are as follows:

Name of Directors	No. of board meetings held in FY 2024-25 during the tenure of the Director	Attendance at board meetings	Attendance at the last AGM held on 30th September, 2024
Kirti Vekaria #	08	08	Yes
Kishor Bodha *	02	02	N. A
Sudhakar Gandhi	10	10	Yes
Tarun Brahmbhatt @	03	03	N. A
Santosh Kumar Dwivedi $	07	07	Yes
Falgun Shah	10	10	Yes
Rajesh Maiyani	10	10	Yes
Roshan Maiyani	10	10	Yes

# Ms. Kirti Vekaria resigned from the position of Chairman and Executive Director of the Company, with effect from January 31, 2025.

* Mr. Kishor Bodha was appointed as a Chairman Cum Additional Executive Director of the Company w.e.f. 31st January 2025 and regularized in the postal ballot concluded on 27th March, 2025.

@Mr. Tarun Brahmbhatt resigned as Non-Executive Non-Independent Director of the company w.e.f. 08th May, 2024 and subsequently Mr. Santosh Kumar Dwivedi was appointed as Non-Executive Non-Independent Director of the company w.e.f. 08th May, 2024.

$ Mr. Santosh Kumar Dwivedi was appointed as an Additional Non-Executive, Non-Independent Director of the Company w.e.f. 08th May 2024 and regularized in the postal ballot concluded on 14th June 2024.

COMMITTEES OF THE BOARD

The Company has duly constituted the Committees required under the Companies Act, 2013, read with applicable rules made there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committees of the Board formed are as under:

i. Audit Committee ii. Nomination and Remuneration Committee iii. Stakeholders Relationship Committee iv. Risk Management Committee

DETAILS OF THE COMMITTEE: Audit Committee:

The Audit Committee is constituted in accordance with the provisions of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of The Companies Act, 2013. The Company has in place a qualified and independent Audit Committee. The role of the Audit Committee includes the powers as stipulated in LODR read with Section 177 of the Act.

During the year under review, audit committee met 6 (Six) times. Details of composition, committee meetings and attendance of members are as follows:

Name of		Meeting Dates
Committee members	Category	08.05.24	28.05.24	12.08.24	02.09.24	12.09.24	14.02.25
Falgun Chhaganlal Shah	Chairman	Y	Y	Y	Y	Y	Y
Rajesh Babulal Maiyani	Member	Y	Y	Y	Y	Y	Y
Tarun Ramesh Brahmbhatt	Member	Y	N.A	N.A	N.A	N.A	N.A
Santosh Kumar Dwivedi	Member	N.A	Y	Y	Y	Y	Y

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee is constituted in compliance with the requirements under Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Act.

During the year under review, Nomination and Remuneration committee met 3 (Three) times. Details of composition, committee meetings and attendance of members are as follows:

		Meeting Dates
Name of Committee members	Category	08.05.2024	02.09.2024	31.01.2025
Falgun Shah	Chairman	Y	Y	Y
Rajesh Maiyani	Member	Y	Y	Y
Tarun Brahmbhatt	Member	Y	N.A	N.A
Santosh Dwivedi	Member	N.A	Y	Y

Stakeholders Relationship Committee:

The Stakeholder Relationship Committee is constituted in accordance with the provisions of Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Act. The role of the Stakeholders Relationship Committee includes the powers as stipulated in LODR read with Section 178 of the Act.

During the year under review, Stakeholder Relationship Committee met 5 (Five) times. Details of composition, committee meetings and attendance of members are as follows:

		Meeting Dates
Name of Committee members	Category	03.05.24	28.05.24	12.08.24	12.11.24	14.02.25td>
Falgun Shah	Chairman	Y	N.A	N.A	N.A	N.A
Santosh Dwivedi	Chairman	N.A	Y	Y	Y	Y
Falgun Shah	Member	N.A	Y	Y	Y	Y
Rajesh Maiyani	Member	Y	Y	Y	Y	Y
Tarun Brahmbhatt	Member	Y	N.A	N.A	N.A	N.A

Risk Management Committee:

The Risk Management Committee is constituted in accordance with the provisions of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The role of the Risk Management Committee includes the powers as stipulated in LODR.

During the year under review, Risk Management Committee met 2 (Two) times. Details of composition, committee meetings and attendance of members are as follows:

		Meeting Dates
Name of Committee members	Category	12.11.24	14.02.25
Sudhakar Gandhi	Chairman	Y	Y
Falgun Shah	Member	Y	Y
Rajesh Maiyani	Member	Y	Y

PROMOTER RECLASSIFICATION

On March 18, 2024, Mr. Nimesh Ganatra, a promoter of the company, submitted a request for reclassification of his shareholding from the promoter category to the non-promoter category. He holds 8,000 equity shares, representing 0.01% of the company?s equity, and confirmed that he no longer exercises any control over the management or affairs of the company.

Pursuant to his request, the Board of Directors approved the reclassification at its meeting held on April 3, 2024. Thereafter, the shareholders of the company approved the said reclassification through an ordinary resolution passed by way of a postal ballot on June 14, 2024.

Following the receipt of shareholder approval, the company filed an application with BSE Limited in accordance with Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Subsequently, BSE Limited, vide its letter dated January 6, 2025, granted approval for the reclassification of Mr. Nimesh Ganatra from the promoter category to the non-promoter category.

RETIREMENT BY ROTATION

In accordance with the provisions of the Companies Act, 2013, Mr. Santosh Kumar Dwivedi (DIN: 10617830) liable to retire by rotation at this Annual General Meeting and being eligible, has offered himself for reappointment. His re-appointment is being placed for your approval at the AGM. Your directors recommend him to re-appointment. The resolution for her said re-appointment forms a part of the notice to the Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (including any statutory modification(s) or re-enactment(s) for the time being in force).

COMPANY?S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

Your Company has been following well laid down policy on appointment and remuneration of Directors, KMP and Senior Management Personnel. The appointments of Directors are made pursuant to the recommendation of Nomination and Remuneration Committee.

The remuneration of Executive Directors comprises of Basic Salary and Perquisites and follows applicable requirements of the Companies Act, 2013. Approval of shareholders and the Central Government, if so required, for payment of remuneration to Executive Directors is sought, from time to time.

A brief of the Policy on appointment and remuneration of Directors, KMP and Senior Management is uploaded on the Company?s website www.gemstoneltd.com.

PERFORMANCE EVALUATION OF DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

DIRECTORS? RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that: a. in the preparation of the annual accounts for the year ended March 31, 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. The Directors have selected such accounting policies and applied them consistently and made judgements 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 of the Company for the year ended on that date.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

e. The Directors have laid down proper Internal Financial Controls ("IFC") and such IFC are adequate and were operating effectively.

f. 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.

CORPORATE GOVERNANCE

The Company is committed to pursue and adhere to the highest standard of Corporate Governance as set out by the Securities and Exchange Board of India (SEBI) and the Companies Act, 2013. The report on the Corporate Governance as stipulated in regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed with this Report as Annexure 5.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

Your Company has a Whistle Blower Policy for the employee to report genuine concerns/grievances. This Policy is uploaded on the Company?s website www.gemstoneltd.com. The Policy provides for adequate safeguards against the victimization of the employees who use the vigilmechanism. The vigil mechanism is overseen by the Audit Committee.

AUDITORS AND THEIR REPORTS

Statutory Auditor

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the rules framed thereunder, M/s. Rishi Sekhri and Associates, Chartered Accountants appointed in the 27th Annual General Meeting held on 30th September 2021 as Statutory Auditors of the Company for a period of 5 (five) years till the conclusion of the 32nd Annual General Meeting to be held in the year 2026.

The Auditors? Report issued by M/s. Rishi Sekhri and Associates does not contain any qualification, reservation or adverse remark and the Notes on financial statement referred to in the Auditors? Report are self-explanatory and do not call for any further comments or require any explanations.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the year ended 31st March 2025 was carried out by the Secretarial Auditors, M/s., Megha Khandelwal and Associates, (C.P. No. 13405), Company Secretaries. The Secretarial Compliance Report and Secretarial Audit Report for FY 2024-25 is annexed herewith marked as "Annexure 3" to this Report.

The Secretarial Auditor has not made any adverse comments or given any qualification, reservation or adverse remarks or disclaimer in their Audit Report.

Internal Auditor

Pursuant to provisions of Section 138 of the Companies Act, 2013 your Company appointed M/s. KSGC & Associates, Chartered Accountants as an Internal Auditor of the Company. To maintain their objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee.

The Internal Auditor monitors and evaluates the efficiency and adequacy of internal control systems of your Company, its compliance with accounting procedures and policies of your Company. Based on the report of Internal Audit, the management undertakes corrective action and thereby strengthens controls.

Cost Auditor

As the Company does not fall under the criteria as specified under section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, appointment of Cost Auditor or maintenance of Cost Records are not applicable to the Company.

REPORTING OF FRAUDS BY AUDITOR

During the year under review, the Statutory Auditor and the Secretarial Auditor have not reported any instances of frauds committed by the Company by its officers or employees to the audit committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in the Annual Report.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to Section 186(11) of the Companies Act, 2013, disclosure in the financial statements of the full particulars of the loans made and guarantees given or securities provided by a Non-Banking Financial Company in the ordinary course of its business, as required under the provisions of Section 186(4) of the Act, are exempted.

The details of investments made form part of the notes to financial statements.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013, every company having Net Worth of Rupees Five Hundred Crore or More, or Turnover of Rupees One Thousand Crore or More or a Net Profit of Rupees Five Crore or More during any financial year shall constitute a Corporate Social Responsibility Committee of the Board and shall formulate a Corporate Social Responsibility Policy. Therefore, Provisions of Corporate Social Responsibility are not applicable on the Company.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading, under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code lays down guidelines for procedures to be followed and disclosures to be made by insiders while trading in the securities of the Company. The Company has also adopted a Code of Corporate Disclosure Practices, for ensuring timely and adequate disclosure of Unpublished Price Sensitive Information by the Company, to enable the investor community to take informed investment decisions with regard to the Company?s shares.

The policy is uploaded on the Company?s website and can be viewed at www.gemstoneltd.com

RISK MANAGEMENT

Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the enterprise. These levels form the strategic defense cover of the Company?s risk management. The Company has a robust organizational structure for managing and reporting on risks.

Your Company has constituted a Risk Management Committee of the Board which is authorized to monitor and review risk management plan. The Committee is also empowered, inter alia, to review and recommend to the Board the modifications to the Risk Management Policy. This Policy is also uploaded on the Company?s website www.gemstoneltd.com. The Risk Management Framework has been periodically reviewed to keep updated and address emerging challenges.

INTERNAL FINANCIAL CONTROLS

The Board of Directors of the Company is responsible for ensuring that Internal Financial Control have been laid down in the Company and that such controls are adequate and operating effectively. The foundation of

Internal Financial Control (IFC) lies in Gemstone?s Code of Conduct, policies and procedures adopted by the Management, Corporate Strategies, annual business planning process, management reviews, management system certifications and the risk management framework.

The Company has IFC framework, commensurate with the size, scale and complexity of its operations. The framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operation information, complying with applicable laws, safeguarding with proper authorization and ensuing compliance with corporate policies.

The controls, based on the prevailing business conditions and processes have been tested during theyear and certain aspect in the design or effectiveness which were observed by the auditor, would be taken care by the Board.

The Internal Audit team monitors and evaluates the efficiency and adequacy of internal controls systems in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake corrective action(s) in their respective area(s) and thereby strengthen the controls. Significant audit observations and corrective actions(s) thereon are presented to the Audit Committee.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report on Management Discussion and Analysis, as required in terms of Regulation 34(2) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, forms part of this report & attached as "Annexure - 4" and it deals with the Business Operations and Financial Performance, Research & Development Expansion & Diversification, Risk Management, Marketing Strategy, Safety & Environment, Human Resource Development, significant changes in key financial ratios etc.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

The information required pursuant to Section 197(12) of the Act, read with Rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed in "Annexure 6" to this report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The policy is gender neutral.

During the year under the review no complaints with allegations of sexual harassment was received by the Company.

DISCLOSURE OF PENDING CASES / INSTANCES OF NON-COMPLIANCE

There were no non-compliances by the Company and no instances of penalties and structures imposed on the Company by the Stock Exchanges or SEBI or any other statutory authority on any matter related to the capital market during the last three years.

DISCLOSURE ON MATERNITY BENEFIT:

The provisions of the Maternity Benefit Act, 1961, are not applicable to the Company during the period under review.

INVESTOR RELATIONS (IR)

Your Company continuously strives for excellence in its investor relations. Your Company believes in building a relationship of mutual understanding with Investors. Your company ensures that critical information about the Company is available to all the Investors by uploading all such information on the Company?s website.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The Company carries out the business of a Non-Banking Finance Company. Thus, the particulars regarding conservation of energy & technology absorption as required to be disclosed pursuant to the Rule 8(3) of the Companies (Accounts) Rules, 2014 are not relevant to its activities.

There were no foreign exchange earnings or outgo during the year under review. Details of the same is enclosed as Annexure 7.

HUMAN RESOURCES

Your Company?s vision is to become an employer of choice by providing a compelling employee value proposition. It strives to attract the best talent and ensures employees? development, retention and contribution to the Company?s success. The HR policies and practices are focused on creating Happy, Engaged and Productive workforce. It intends to continue investing in leadership development, employee engagement, training and employee assistance programs, etc.

OTHER DISCLOSURES

a. There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2024-25 and the date of this report; b. During the year under review, the Company has not accepted any deposit within the meaningof

Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014; c. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of

India on Meetings of the Board of Directors and General Meetings;

MATERIAL CHANGES IN THE COMPANY:

During the financial year, there was a change in the registered office address of the Company within the local limits of the city With effect from February 19, 2025, the registered office of the Company was shifted from Office No. A/301, Shubham Centre A Building CHS, Cardinal Gracious Road, Andheri East, Chakala MIDC, Mumbai 400093 to Unit No. 1212, 12th Floor, Kosha Kommercial Komplex, Podar Road, Malad (East), Mumbai 400097.

APPRECIATIONS AND ACKNOWLEDGMENTS

The Board places on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board would also like to express its sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members, Investors for their continued support during the year.