Gold Rock Investments Ltd Directors Report

To, The Members of

Gold Rock Investments Limited

Your directors have pleasure in presenting the Forty-Seventh Annual Report, together with the audited financial statement of the Company for the financial year ended March 31, 2025.

FINANCIAL RESULTS (Under IND-AS)

The standalone performance of the Company for the financial year ended March 31, 2025 is summarized below:

(Rupees in lakhs)

Particulars	STANDALONE		CONSOLIDATED
	Year ended March 31, 2025	Year ended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Total Income	2522.51	460.34	2528.69	466.04
Total Expenses	173.00	132.27	178.74	129.90
Profit before Tax & Exceptional Item	2349.50	328.07	2349.95	336.14
Less: Exceptional Item
Profit before tax	2349.50	328.07	2349.95	336.14
Less: Provision for Tax
-Current Tax	225.00	75.00	25.00	76.30
- Deferred Tax	0.57	1.82	0.57	1.82
Income Tax for Earlier Years	(0.44)	0.00	(1.57)	0.00
MAT Credit Entitlement	0.00	0.00	0.00	0.00
Profit / (Loss) after Tax	2124.38	251.26	2126.13	258.02
Less: Minority Interest	-	-	0.29	0.88
Other Comprehensive Income for the year	2124.38	251.26	2125.84	257.14
Total Comprehensive Income for the year	1567.24	2960.16	1568.53	2966.60
Basic & diluted	270.42	31.98	270.64	32.84

PERFORMANCE OVERVIEW AND STATE OF AFFAIRS

On standalone basis, your Company earned the gross income of Rs. 2522.51 lakhs as against Rs. 460.34 lakhs in the previous year. The total expenditure during the year under review was Rs. 173.00 lakhs as against Rs. 132.27 lakhs in the previous year. The Net Profit after tax Rs. 2124.38 lakhs as against Rs. 251.26 lakhs in the previous year. On consolidated basis, your Company earned the gross income of Rs. 2528.69 lakhs as against Rs. 466.04 lakhs in the previous year. The total expenditure during the year under review was Rs. 178.74 lakhs as against Rs. 129.90 lakhs in the previous year. The Net Profit after tax was Rs. 2125.84 lakhs as against Rs. 257.14 lakhs in the previous year. There has been no change in the business of the Company during the financial year ended March 31, 2025.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company form part of the Annual Report.

SUBSIDIARY

During the year under review, Company has one subsidiary company:

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Companys subsidiaries in Form AOC-1 “Annexure-A” is attached to the financial statements of the Company. In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.goldrockinvest.in. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.goldrockinvest.in Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Companys registered office.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY, Subsidiary Company

Seattle Online Private Limited: It earned gross income of Rs.24.18 lakhs as against Rs. 17.70 lakhs in the previous year. The total expenditure during the year under review was Rs. 23.74 lakhs as against Rs. 9.64 lakhs in the previous year. The Net Profit/(Loss) was Rs. 1.75 lakhs as against Net profit of Rs. 6.76 lakhs in the previous year.

TRANSFER TO RESERVES

The Amount of Rs. 424.88 lakhs have been transferred to NBFC Statutory Reserve as per the provision of RBI Act 1934; it is not proposed to carry amount of profit to any other reserves except the transfer of profit to NBFC Statutory Reserves.

DIVIDEND

The Board does not recommend any dividend for the financial year ended 31st March 2025.

INDIAN ACCOUNTING STANDARD (IND AS)

The Company has adopted Indian Accounting Standard (‘IND AS) the accordingly, the financial statement for the year 2024-25 have been prepared in accordance with IND-AS, prescribed under Section 133 of the Act, read with relevant rules issued there under and the other recognized accounting practices and policies to the extent applicable.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and Analysis Report for the year under review, as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, is forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The provisions of section 186 of the Act pertaining to investment and lending activities are not applicable to the company since the company is a Non-Banking Financial Company (“NBFC”) whose principal business is acquisitions of securities. During the year under review, the Company has not provided any guarantee.

RBI PRUDENTIAL NORMS

Since the Company does not accept and hold any public deposits, the Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 are not applicable to the Company as regard to capital adequacy requirement.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provision of the Act, and the Article of Association of the Company, Mr. Sanjeev Kumar Jain Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee and based on report performance evaluation, has recommended re-appointment of Mr. Sanjeev Kumar Jain Director of the Company is liable to retire by rotation During the year under review, Mr. Alok Mukherjee held position as Managing Director, Mr. Sanjeev Kumar Jain held position as Non-Executive Director, Mr. S. C. Aythora held position as Independent Director, Ms. Komal Mundhra held position as Women Independent Director, Mr. Jitendra Kumar Srivastava held position as Chief Financial Officer and Ms. Pooja Solanki held position as Company Secretary and Compliance Officer. The Board of Directors of the Company appointed Mr. Ajay Verma (DIN: 08704171) as an Additional Director Non- Executive Independent Director on the Board with effect from 14th August, 2025. In compliance of provisions of section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and on recommendations of the Nomination and Remuneration Committee (NRC) to have an optimum combination of Board, Mr. Ajay Verma (DIN: 08704171) has been appointed as Non-Executive Independent Director on the Board of the Company for a period of five years w.e.f. 14th August, 2025 to 13th August, 2030. and his office is upto the ensuing Annual General Meeting. Mr. Ajay Verma has also given declarations confirming that he meets the criteria of Independence as prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Company has also received the confirmation from Mr. Ajay Verma that he has enrolled/registered herself in the databank of persons offering to become Independent Directors. In compliance of provisions of Section 149, 150, 152 and read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) the Companies (Appointment and

Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (“SEBI Listing Regulations”) and on the recommendation of the Nomination and

Remuneration Committee and approval of Board of Directors, Ms. Komal Mundhra (Din: 08923682), Non-Executive & Independent Woman Director, whose period of office expires on ensuing AGM, who has submitted a declaration that she meets the criteria of independence under Section 149(6) of the Act and Rule made thereunder and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015 “as amended and who is eligible for re-appointment for the next term as per the Act and SEBI Listing Regulations and in respect of whom the Company has received a notice in writing from a member proposing his re-appointment to the office of Women Independent Director, be and is hereby reappointed as an Independent Director of the Company, not liable to retire by rotation, for a term of Five (5) consecutive years effective from November 13, 2025 upto and including November 12, 2030 In Compliance of provisions of Section 196, 197, 203 and other applicable provisions, if any, of the

Companies Act, 2013 (the “Act”) read with Schedule V to the Act, the Companies (Appointment and

Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (“SEBI Listing Regulations”) and on the recommendation of the Nomination and

Remuneration Committee and approval of Board of Directors, and subject to such other approvals as may be necessary, the consent of Members of the Company be and is hereby given for the reappointment of Mr. Alok Mukherjee (Din: 00186055), as the Managing Director of the Company liable to retire by rotation, for a period of 3 (Three) years with the effect from February 13, 2026 to February 12 2029. The terms of re-appointment and remuneration may be altered, varied and modified from time to time by the Board of Directors of the Company, as it may at its discretion Resolution seeking his re-appointment along with his profile as required under Regulation 36(3) of SEBI Listing Regulations forms part of the Notice of 47^th Annual General Meeting. The Company has received declaration from all Independent Directors of the Company confirming that they meet the criteria of Independence prescribe under the Act, and the Listing Regulations.

NUMBER OF MEETINGS A. BOARD MEETING

During the financial year ended March 31, 2025, 5 (Five) meeting were held. The detail of Board Meetings and the attendance of the Directors are provided in the Report on Corporate Governance forming part of this report.

B. AUDIT COMMITTE

The Board has well-qualified Audit Committee, the composition of which is in line with the requirements of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI LODR 2015. All the Members, including the Chairperson of the Audit Committee are Independent. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are included in the Corporate Governance Report. During the year under review all the recommendations made by the Audit Committee were accepted by Board. 4 (Four) Audit Committee Meetings were convened and held during the financial year. The Company Secretary and Compliance Officer of the Company acts as Secretary of the Committee.

C. NOMINATION AND REMUNERATION COMMITTEE

The Company has duly reconstituted Nomination and Remuneration and Compensation Committee as per the requirements prescribed under the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 During the year under review 4 (Four) Nomination and Remuneration Committee Meetings were convened and held during the financial year.

D. SHARE TRANSFER AND STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI LODR 2015, the company has reconstituted Stakeholders Relationship Committee. The details of Composition of the Committee are included in the Corporate Governance Report. During the year under review 4 (Four) Share Transfer and Stakeholder Relationship Committee Meetings were convened and held during the financial year.

AUDITORS

STATUTORY AUDITORS:

M/s Rajeev Sharma & Associates Chartered Accountants (Firm Reg. No. 004849C) was appointed as the Statutory Auditors of the Company at 45^th Annual General Meeting (“AGM”) held on September 30, 2023, to hold the office as the Statutory Auditors of the Company till the conclusion of AGM to be held on September 2028. As per the provisions of Section 139 and 141 of the Act, they have confirmed that they are not disqualified from continuing as Auditors of the Company. The Audit Report of M/s Rajeev Sharma & Associates on the Financial Statements of the Company for the Financial Year 2024-25 is a part of the Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer. The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Neha Anup Poddar Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as “Annexure C”. The Secretarial Audit Report for the financial year ended March 31, 2025, does not contain any qualifications, reservations or adverse remarks. The Secretarial Audit Report is annexed and forms part of this report. Further, pursuant to the amended provisions of Regulation 24A of SEBI Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and Board of Directors of the Company in their respective meetings held on September 05, 2025, M/s Ankit Tiwari & Co., Peer reviewed firm of Practising Company Secretaries, (M No: 65056, COP: 24431), a peer reviewed firm of Company Secretaries in Practice, as Secretarial Auditors of the Company to conduct the secretarial audit for a term of 5 (five) consecutive years commencing from the conclusion of 47^th AGM to the conclusion of the 52^st AGM i.e. from the FY 2025-26 upto FY 2029-30, subject to approval of the members by way of an ordinary resolution as proposed in the Notice of 47th ensuing AGM of the Company

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has appointed Mrs. Neeta Bansal Chartered Accountant as an Internal Auditor of the Company for the Financial Year 2024-25.

DETAILS IN RESPECT OF FRUAD REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the reporting period, no frauds were reported by Auditors under sub-section (12) of section 143, as such no offence involving fraud was committed against the Company by officers or employees of the Company.

ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL 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 Securities and Exchange Board of India (“SEBI”) under the 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. In addition, the Chairperson was also evaluated on the key aspects of his role. In a separate meeting of Independent Directors, performance of non- Independent Directors, performance of the board as a whole and performance of the Chairperson was evaluated, taking into account the views of executive directors and non-executive Directors.

POLICY ON APPOINTMENT AND REMUNERATION FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulation (including any statutory modification(s) or re-enactment (s) thereof for the time being in force) and as per section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Nomination and Remuneration Committee of the Board has devised a policy for selection and appointment of Director, Key Managerial Personnel and Senior Management Employee and their Remuneration. The Committee has formulated the criteria for determining qualifications, positive attributes and independence of a director, which has been put up on the Companys website www.goldrockinvest.in.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal control systems, comprising of policies and procedures are designed to ensure sound management of your Companys operations, safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. Based on the report of Internal Audit function, corrective actions are undertaken in the respective areas and thereby strengthen the controls. The statutory auditors of the Company have audited the financial statements included in this annual report and has issued a report on our internal financial controls over financial reporting as defined in Section 143 of the Act. A Certificate from the Managing Director and CFO of the Company in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, inter alia, confirming the correctness of the Financial Statements and Cash Flow Statements, adequacy of the internal control for financial reporting, and reporting of matters to the Audit committee, is also forming part of this Annual Report.

DISCLOSURE ABOUT COST AUDIT

The provision of Cost Audit as per section 148 of the Companies Act, 2013 does not applicable on the Company.

FAMILIARISATION PROGRAM FOR BOARDS MEMBERS

The Board members are provided with necessary documents / brochures, reports and internal policies to enables them to familiarize with the Companys procedures and practices. The Company at its various meetings held during the Financial Year 2024-25 had familiarized the Independent Directors with regard to the roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the Business models of the Company etc. The Independent Directors have been provided with necessary documents, reports and internal policies to familiarize them with the Companys policies, procedures and practices. Periodic presentations are made to the Board and Board Committee meeting on Business and performance updates of the Company, Global business environment, Business strategy and risks involved. Detailed presentation on the Companys business segments is made at the separate meetings of the Independent Directors time to time. The Familiarization Policy along with the details of familiarization program imparted to the Independent Directors is available on the website of the Company at www.goldrockinvest.in.

PUBLIC DEPOSITS

The Company being a Non-Deposit Accepting Non-Banking Finance Company has not accepted any deposits from the public during the year under review and shall not accept any deposits from the public without obtaining prior approval of the Reserve Bank of India (RBI). The company has neither accepted any public deposit in past or during the year. There are no unclaimed/unpaid deposit as of 31.03.2025. The company has complied with the relevant provisions relating to deposits under the Act and Rules framed their under.

CORPORATE SOCIAL RESPONSIBILITY

During the FY 2024-25, the Corporate Social Responsibility (CSR) expenditure incurred by the Company was 7.63 lacs. The CSR amount transferred in CSR Bank Account. The amount to be spent by a Company under sub-section (5) does not exceed fifty lakh rupees, the requirement under subsection (1) for constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of such company. The Annual Report on CSR activities undertaken during the financial year 2024-25 is in accordance with provisions of Companies Act 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

As per the information available with the Board of Directors, there were no such orders passed against the Company. There has been no significant and material order passed by the Regulators or Court or Tribunals impacting the going concern status and Companys operations.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the Financial Statement relate and the date of this report.

The Company had a subsidiary Company namely Seattle Online Private Limited (“Seattle”), which has completed a corporate action of a rights issue of fully paid-up equity shares offered and allotted 6,75,000 equity shares to its existing equity shareholders on June 26, 2025. Since our Company held only preference shares in Seattle and did not hold any equity shares, therefore no equity shares were offered or allotted to us. Consequent to the aforesaid allotment, the percentage of shareholding of our Company in Seattle has reduced and stands at 6.74% of the total aggregate shareholding (Equity and Preference) of Seattle as on June 26,2025. This percentage falls below the threshold prescribed under Section 2(87) of the Companies Act, 2013, required for Seattle to qualify as a subsidiary company. Accordingly, with effect from June 26, 2025, Seattle Online Private Limited has ceased to be a subsidiary of our Company. Further, we wish to submit that Seattle was not a material subsidiary.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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 women employees (permanent, contractual, temporary and trainee) are covered under this Policy. As per the requirement of the POSH Act and Rules made thereunder, the Company constituted an Internal Complaints Committee (ICC) to redress the complaints received regarding sexual harassment. During the year under review, the Company has not received any complaint pertaining to sexual harassment Details of the Sexual Harassment complaints received and disposed off during the year under review:

Particulars	Status of Complaints received and disposed off
Number of complaints on sexual harassment received	Nil
Number of complaints disposed off during the year	Nil
Number of cases pending for more than ninety days	Nil
Nature of action taken by the employer or district office	Nil

SHARE CAPITAL

The issued, subscribed and paid-up Share Capital of the Company stood at Rs. 78.56 lakhs as at 31st March 2025 comprising of 7,85,600 Ordinary (Equity) Shares of Rs. 10 each fully paid-up. There was no change in Share Capital during the year under review.

AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company has proper systems have been devised to compliance with the applicable laws. Pursuant to the provisions of Section 118 of the Act, during FY 2024-25, the Company has adhered with the applicable provisions of the Secretarial Standards (SS-1 and SS-2) relating to the Meetings of the Board of Directors and ‘General Meetings issued by the Institute of Company Secretaries of India (“ICSI”) and approved by the Central Government under section 118(10) of the Act.

DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 134 OF THE COMPANIES ACT, 2013

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: a. in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. the Directors have selected such accounting policies and applied them consistently and made judgment 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 the end of the financial year and of the profit of the Company for the year ended March 31, 2025; c. the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the Directors have prepared the annual accounts for the financial year ended March 31, 2025, on a going concern basis; e. the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and 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

Your Company believes that Corporate Governance is the basis of stakeholder satisfaction and therefore, your Board continues to be committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India. A separate section on Corporate Governance is annexed and forms part of this report.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

As per the provision of Section 177 (9) of the Companies Act, 2013, and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (SEBI LODR 2015) the Company is required to establish an effective Vigil Mechanism for Directors and Employees to report genuine concerns. In line with this, the Company has framed a Vigil Mechanism and a Whistle Blower Policy through which the Directors and Employees, Franchisees, Business Partners, Vendors or any other third parties making a Protected Disclosure under this Policy may report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct & Ethics without fear of reprisal. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy is placed on the website of the Company at www.goldrockinvest.in.

CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct (‘the code) applicable to the

Directors and employees. The Code is applicable to Non-executive Directors including Independent Directors to such as extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the core values of the Company.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended from time to time with a view to regulate trading in Securities by Directors and Designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

WEB-LINK OF ANNUAL RETURN

Pursuant to section 92(3) and section 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in form MGT-7 as on 31st March, 2025 is available on the website of the Company and can be accessed at http://www.goldrockinvest.in.

RELATED PARTY TRANSACTIONS

During the year under review, all contracts / arrangements / transactions entered by the Company were in its Ordinary Course of the Business and on Arms Length basis. There was no material transactions with any related party as defined under Section 188 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed on a quarterly basis before the Audit Committee and also before the Board. Information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is annexed “Annexure-B” and forms part of this report. The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board may be accessed on the Companys website www.goldrockinvest.in. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

LISTING OF SHARES

Equity Shares of the Company are listed with BSE Limited. The Annual listing fee for the financial year 2024-25 has been paid to the BSE Limited (BSE).

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as “the Act”) read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the “IEPF Rules”), no amount was required to be transferred to Investor Education and Protection Fund, during the year under review.

CYBER SECUTIRY

In the endeavour to maintain a robust cyber security posture, your Company has remained abreast of emerging cyber security, so as to achieve higher compliance and continuity.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below: i. The ratio of the remuneration of each Director and KMP to the median remuneration of the employees of the company for the financial year 2024-25;

Directors	Ratio to median remuneration
Mr. S.C. Aythora (Independent Director)	--
Ms. Komal Mundhra (Independent Director)	--
Mr. Sanjeev Kumar Jain (Non-Executive Director	--
Mr. Alok Mukherjee (Managing Director)	1.09
Mr. J K Srivastava (CFO)	1.61
Ms. Pooja Solanki (Compliance Officer and Company Secretary)	0.78

ii. The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary, if any, in the financial year.

Name	Designation	% increase in remuneration in the financial year i.e. 2024-25
Mr. S.C. Aythora	Independent Non-Executive Director	-
Ms. Komal Mundhra	Non-Executive Director	-
Mr. Alok Mukherjee	Managing Director	-
Mr. J.K. Srivastava	Chief Financial Officer	-
Mr. Sanjeev Kumar Jain	Non-Executive Director	--
Mrs. Pooja Solanki	Company Secretary and Compliance Officer

iii. The percentage increase in the median remuneration of employees in the financial year: 39.47%

iv. The number of permanent employees on the rolls of Company as on March 31, 2025: 5 (Five)

v. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

There is no increase in Average percentile is salary of employees other than Managerial Personnel.

vi. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

vii. There are no employees falling within the purview of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no such details, are required to be given.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The company being Investment Company, has nothing to report on energy conservation and technology absorption there is no foreign exchange outgoing

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company earned Nil in foreign currency in the current financial year and in the previous year.

HUMAN RESOURCES

Our Company has always aspired to build a culture that demonstrates standards in safety, environment and sustainability. People are most valuable asset and we are committed to provide all our employees, a safe and healthy work environment.

DECLARATION UNDER MATERNITY BENEFIT ACT, 1961

Pursuant to the provisions of the Maternity Benefit Act, 1961, as amended, during the financial year ended March 31, 2025, there were no instances wherein any woman employee of the Company availed or applied for maternity benefits as stipulated under the Maternity Benefit Act, 1961, including but not limited to maternity leave, medical bonus, nursing breaks, or cr?che facility. Accordingly, the specific provisions of the Act were not attracted during the reporting period. The Company remains committed to promoting gender diversity and supporting the rights and welfare of women employees by ensuring full compliance with applicable labour and welfare legislations.

INSURANCE

The Companys assets have been insured.

RISK MANAGEMENT

The details in respect of risks and concerns are included in the Management Discussion & Analysis, which forms part of this report.

DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION

Certificate from Mr. J. K. Srivastava Chief Financial Officer, as specified in Part B of Schedule II of the SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015 for the financial year ended March 31, 2025 was placed before the Board of Directors of the Company.

GENERAL

Your directors, state that no disclosure or reporting is required in respect of the following matters as there was no transaction on this matter during the years under review

Issue of equity shares with differential rights as to dividend, voting or otherwise.

Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

There has been no change in the nature of business of the Company.

During the year under review, there were no transactions requiring disclosure and reporting related to pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016

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

There was no revision in the previous financial statements of the Company.

since the Company is not a manufacturing company, the disclosure related to conservation of energy and technology absorption is not applicable.

ACKNOWLEDGMENT

The Board of Directors takes the opportunity to express its sincere appreciation for the support and co operation from its members, Reserve Bank of India, banks and Statutory and Regulatory Authorities. The Board looks forward to their continued support in the future. The Directors also place on record their deep sense of appreciation for the committed services rendered by the employees of the Company.

	For and on behalf of the Board of Directors
	Gold Rock Investments Limited
	Alok Mukherjee	Sanjeev Kumar Jain
	Managing Director	Director
	DIN: 00186055	DIN: 02281689
Place: Mumbai
Date: September 05, 2025