Gold Rock Investments Ltd Directors Report

To, The Members of Gold Rock Investments Limited

Your directors have pleasure in presenting the Forty-eight Annual Report, together with the audited financial statement of the Company for the financial year ended March 31, 2026.

FINANCIAL RESULTS (Under IND-AS)

The annual performance of the Company for the financial year ended March 31, 2026 is summarized below:

(Rupees in lakhs)

Particulars	STANDALONE
	Year ended March 31, 2026	Year ended March 31, 2025
Total Income	940.84	2522.51
Total Expenses	279.25	173.00
Profit before Tax & Exceptional Item	661.59	2349.50
Less: Exceptional Item
Profit before tax	661.59	2349.50
Less: Provision for Tax
-Current Tax	140.85	225.00
- Deferred Tax	0.31	0.57
Income Tax for Earlier Years	(29.71)	(0.44)
MAT Credit Entitlement	0.00	0.00
Profit / (Loss) after Tax	550.14	2124.38
Less: Minority Interest	-	-
Other Comprehensive Income for the year	(1873.58)	(557.14)
Total Comprehensive Income for the year	(1323.44)	1567.24
Basic &diluted	70.03	270.42

PERFORMANCE OVERVIEW AND STATE OF AFFAIRS

In the current Financial Year, your Company earned the gross income of Rs. 940.84 lakhs as against Rs. 2522.51 lakhs in the previous year. The total expenditure during the year under review was Rs. 279.25 lakhs as against Rs. 173.00 lakhs in the previous year. The Net Profit after tax Rs. 550.14 lakhs as against Rs. 2124.38 lakhs in the previous year. There has been no change in the business of the Company during the financial year ended March 31, 2026.

DETAILS OF SUBSIDIARIES/JOINT VENTURE AND ASSOCIATES COMPANY

The Company had a subsidiary, Seattle Online Private Limited ("Seattle"). Seattle completed a rights issue of fully paid-up equity shares and allotted 6,75,000 equity shares to its existing equity shareholders on June 26, 2025. As the Company held only preference shares in Seattle and did not hold any equity shares, no equity shares were offered or allotted to the Company pursuant to the aforesaid rights issue. Consequently, the Companys shareholding in Seattle was diluted to 6.74% of the total aggregate share capital (equity and preference) of Seattle as on June 26, 2025. Accordingly, the Companys shareholding fell below the threshold prescribed under Section 2(87) of the Companies Act, 2013 for Seattle to qualify as a subsidiary of the Company. Accordingly, with effect from June 26, 2025, Seattle Online Private Limited ceased to be a subsidiary of the Company. It is further noted that Seattle was not a material subsidiary of the 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. During the year under review, the Company had no Joint Venture or Associate Company.

TRANSFER TO RESERVES

The Amount of Rs. 110.03 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 2026.

INDIAN ACCOUNTING STANDARD (IND AS)

The Company has adopted Indian Accounting Standard (‘IND AS) and accordingly, the financial statements for the year 2025-26 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 Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, forms part of this Annual Report. (Annexure- D)

PARTICULARS OF LOANS, GUARANTEE, INVESTMENTS AND SECURITY

The provisions of Section 186 of the Companies Act, 2013, relating to loans and investments are not applicable to the Company as per Section 186(11) of the Act, as the Company is a Non-Banking Financial Company ("NBFC") engaged in the business of acquisition of securities. During the year under review, the Company has not given any guarantee or provided any security.

RBI PRUDENTIAL NORMS

Since the Company does not accept and hold any public deposits and is a non-systemically important non-deposit taking NBFC (having asset size below 500 crores), 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. Alok Mukherjee Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee and based on the report of performance evaluation, has recommended his re-appointment. Resolution seeking re-appointment of Mr. Alok Mukherjee along with his profile as required under Regulation 36(3) of SEBI Listing Regulations forms part of the Notice of 48^th Annual General Meeting.

During the year under review, Mr. Alok Mukherjee held the position of Managing Director, Mr. Sanjeev Kumar Jain held the position of Non-Executive Director, Ms. Komal Mundhra held the position of Non-Executive Independent Woman Director, Mr. Jitendra Kumar Srivastava held the position of Chief Financial Officer and Ms. Pooja Solanki held the position of Company Secretary and Compliance Officer.

During the year under review, the Board of Directors of the Company appointed Mr. Ajay Verma (DIN: 08704171) as a Non-Executive Independent Director of the Company for a term of five (5) consecutive years, with effect from August 14, 2025 up to and including August 13, 2030, and he shall not be liable to retire by rotation.

Further, Ms. Komal Mundhra (DIN: 08923682), Non-Executive Independent Woman Director, was re-appointed for a further term of five (5) consecutive years, with effect from

November 13, 2025 up to and including November 12, 2030, in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. She shall not be liable to retire by rotation.

Further, Mr. Alok Mukherjee (DIN: 00186055) was re-appointed as the Managing Director of the Company for a further period of three (3) years, with effect from February 13, 2026 up to February 12, 2029, and he shall be liable to retire by rotation

Mr. Sureshchandra Chhanalal Aythora (DIN: 00085407) completed his second consecutive term as an Independent Director of the Company on 30th September, 2025 and, consequently, ceased to hold office as an Independent Director with effect from 30th September, 2025.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI LODR Regulations.

NUMBER OF MEETINGS A. BOARD MEETING

During the financial year ended March 31, 2026, 5 (Five) meetings were held. The intervening gap between any two meetings did not exceed the time prescribed under Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended. The details 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. 5 (Five) 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 5 (Five) Nomination and Remuneration Committee Meetings were convened and held during the financial year.

D. 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 5 (Five) Stakeholder Relationship Committee Meetings were convened and held during the financial year.

AUDITORS

STATUTORY AUDITORS & THEIR REPORT:

M/s Rajeev Sharma & Associates Chartered Accountants (Firm Reg. No. 004849C) were 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 in the Financial Year 27-28.

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 2025-26 forms part of this 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. TheAuditors Report on financial statements does not contain any qualification, reservation, adverse remark or disclaimers.

SECRETARIAL AUDITOR & THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mrs. Neha Anup Poddar Company Secretaries in Practice with effect from May 30, 2025 to undertake the Secretarial Audit of the Company. However, she resigned due to pre-occupations in other assignments with effect from September 05, 2025.

Further, pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and read with Section 204 of the Act and 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, approved the appointment of M/s Ankit Tiwari & Co., a peer reviewed firm of Practising Company Secretaries, (M No: 65056, COP: 24431), 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^thAGM to the conclusion of the 52^nd AGM i.e. from the FY 2025-26 upto FY 2029-30 which was subsequently approved by the members of the company in the 47^th Annual General

Meeting held on September 30, 2025. The Secretarial Audit Report for the financial year under review forms part of this Annual Report.

The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines. The Report does not contain any qualifications, reservations or adverse remarks or disclaimers.

The Secretarial Audit Report is provided as Annexure- B to this Report.

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 2025-26.

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

The Statutory Auditors have not reported any instance of fraud under Section 143(12) of the Companies Act, 2013 during the financial year under review.

ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board committees, and individual Directors. 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 19of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (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 the 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 Directors, Key Managerial Personnel and Senior Management Employees as well as their Remuneration. The Committee has formulated the criteria for determining qualifications, positive attributes and independence of a director, which has been hosted on the Companys website at www.goldrockinvest.in.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Board is of the opinion that the Independent Director appointed is having good integrity and possesses the requisite expertise and experience (including proficiency). The Independent Director has confirmed that he is not aware of any circumstances or situation, which exist or may be reasonably anticipated that could impair or impact his/her ability to discharge his duties. Based on the declaration received from the Independent Director, the Board has confirmed that he meets the criteria of independence and is independent of the management.

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 have 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 is not applicable on the Company.

FAMILIARISATION PROGRAM FOR BOARDS MEMBERS

The Board members are provided with necessary documents, brochures, reports and internal policies to enable them to familiarize with the Companys procedures and practices.

The Company at its various meetings held during the Financial Year 2025-26 had familiarized the Independent Directors with regard to their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, and the Business models of the Company etc. The Independent Directors were 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 meetings 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 31.03.2026. 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 2025-26, the Corporate Social Responsibility (CSR) expenditure incurred by the Company was 21.77 lacs. Since the total CSR obligation under Section 135(5) of the Companies Act, 2013, did not exceed fifty lakh rupees, the requirement for constitution of the Corporate Social Responsibility Committee under Section 135(1) was not applicable. Consequently, the functions of the CSR Committee were discharged directly by the Board of Directors of the company.

Further, the Annual Report on CSR activities undertaken during the financial year 2025-26 is in accordance with provisions of Companies Act 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. The Annual Report on CSR Activities forms part of this Annual Report as Annexure-C

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

As per the information available with the Board of Directors, no significant and material orders have been passed against the Company by any Regulators, Courts, or Tribunals impacting its going concern status and operations.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE DATE OF THE CLOSURE OF FINANCIAL YEAR

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate (i.e., March 31, 2026) and the date of this Report.

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 Equity Share Capital of the Company stood at Rs. 78.56 lakhs as at 31st March 2026 comprising of 7,85,600 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 devised proper systems to ensure compliance with the applicable laws. Pursuant to the Section 118 of the Companies Act, 2013, the Company has adhered to the applicable provisions of the Secretarial Standards (SS-1 and SS-2) relating to the Meetings of the Board of Directors and ‘General Meetings respectively 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, 2026, 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, 2026;

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,

2026, 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.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 (9) of the Companies Act, 2013, read with Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (‘SEBI LODR REGULATIONS, 2015) the Company has established an effective Vigil Mechanism for Directors and Employees to report genuine concerns. In line with this, the Company has formulated a Vigil Mechanism and Whistle Blower Policy through which the Directors, Employees, Franchisees, Business Partners, Vendors or any other third parties may make a ‘Protected Disclosure to report concerns regarding unethical behavior, actual or suspected fraud or violations 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 in appropriate or exceptional cases. It is hereby 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 all Directors and employees. The Code extends to Non-executive Directors including Independent Directors to such as extent as may be applicable to them depending on their conduct of business and compliance of law. The Code reflects the core values of the Company. All Board members and senior management personnel have affirmed compliance with the Code for the financial year under review."

PREVENTION OF INSIDER TRADING

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a comprehensive Code of Conduct for Prevention of Insider Trading, as amended from time to time, with a view to regulate, monitor and report trading in the Company Securities by Directors and Designated Persons of the Company.

The Code mandates pre-clearance for dealing in the Companys securities and prohibits the purchase or sale of the Companys securities by the Directors and the designated persons while in possession of unpublished price sensitive information (UPSI) or during the period when the Trading window is closed. The Board is responsible for implementation and monitoring of the Code. The Board of Directors and the designated persons have confirmed compliance with the provisions of the Code.

WEB-LINK OF ANNUAL RETURN

Pursuant to section 92(3) and section 134(3)(a) of the Companies Act, 2013, 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, 2026 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 into by the Company with the related parties were in the 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. Accordingly, the provisions of Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 relating to disclosure of particulars of contracts or arrangements with related parties in Form AOC-2 are not applicable to the Company.

There were 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 the Board of Directors for their review and approval.

The Policy on materiality of related party transactions and on dealing with related party transactions, as approved by the Board, can be accessed on the Companys website https://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 2025-26 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 ("the Act") read with

Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules,

2016 (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 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

i. The ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year 2025-26;

Directors	Ratio to median remuneration
Mr. Ajay Verma (Independent Director)	--
Ms. Komal Mundhra (Independent Director)	--
Mr. Sanjeev Kumar Jain (Non-Executive Non-	--
Independent Director)
Mr. Alok Mukherjee (Managing Director)	0.91

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. 2025-26
Mr. Ajay Verma	Independent Director	N.A. (Appointed during FY 2025-26)
Ms. Komal Mundhra	Independent Director	-
Mr. Alok Mukherjee	Managing Director	-
Mr. J.K. Srivastava	Chief Financial Officer	-
Mr. Sanjeev Kumar Jain	Non-Executive Non-Independent Director	--
Mrs. Pooja Solanki	Company Secretary and Compliance Officer	16.67

iii. The percentage increase in the median remuneration of employees in the financial year: 19.08%

iv. The number of permanent employees on the rolls of Company as on March 31, 2026: 8 (Eight)

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:

For employees other than Key Managerial Personnel ("KMPs"), who were in employment for the whole of FY 2024-25 and FY 2025-26, the increase in the average remuneration is 3.78%. Further, there was no increase (Nil) in the managerial remuneration during the financial year 2025-26.

vi. The key parameters for any variable component of remuneration availed by the directors: NA

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. Statement showing the names of the Top Ten Employees in terms of remuneration drawn during the Financial Year ended March 31, 2026:

Name of Employee	Designation	Remuneration Received ( )	Nature of Employment	Qualification & Experience	Date of Joining	Age (Year s)	Last Employment held before joining	% of Equity Share s	Relationship with Director/ Manager
1 Gauri Shriya	General Manager	7,20,000	Permanent	Graduate in Psychology (Honors)	01-04- 2000	63	-	31.19	NA
2 Vani Shriya	Investment Manager	6,00,000	Permanent	Master of Arts in Strategy & Internation al Manageme nt (Post Graduate)	01-04- 2000	32	-	5.93	NA
3 JK Srivasta va	Chief Financial Officer	4,44,000	Permanent	B. Com (Graduate)	20-05- 2019	67	-	0.11	NA
4 Raman Kamat	Driver	3,28,670	Permanent	12th	01-04- 2024	45	-	-	NA
5 Alok Mukherj ee	Managing Director	3,00,000	Permanent	MBA (Post Graduate)	01-04- 2021	67	-	1.91	NA
6 Ramasis Roy	Driver	2,86,000	Permanent	12th	01-04- 2024	38	-	-	NA
7 Ms. Pooja Solanki	Company Secretary	2,52,000	Permanent	Company Secretary	14-02- 2021	38	-	-	NA
8 Padam Singh	Peon	2,50,000	Permanent	12th	01-04- 2024	60	-	-	NA

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The company, being Investment Company, has nothing to report on energy conservation and technology absorption.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no foreign exchange earnings or outgo during the financial year under review.

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, 2026, 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. Alok Mukherjee, Managing Director, and 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, 2026 was placed before the Board of Directors of the Company.

CORPORATE GOVERNANCE DISCLOSURE

The Company is committed to maintaining the highest standards of Corporate Governance and strives to ensure transparency, accountability, and ethical conduct in all its business activities. In accordance with the requirements of Schedule V read with Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance forms part of this Annual Report.

Corporate Governance, for your Company, is an ethically driven process, dedicated to the pursuit of responsible management and enhanced organizational reputation. It reflects the

Companys commitment to values, ethical decision-making, and sound business practices while fulfilling the expectations of its stakeholders. The Company believes that fair and transparent governance is not only a regulatory requirement but also a vital element for building long-term trust and sustainable value for shareholders, employees, customers, and society at large.

A separate section on Corporate Governance is annexed and forms part of this report. (Annexure- E)

BORROWINGS FROM DIRECTORS & THEIR RELATIVES

Pursuant to Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014, it is hereby stated that during the financial year under review, the Company has not accepted any loans from its Directors or their relatives, in compliance with the applicable provisions of the Companies Act, 2013.

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.

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: 04.09.2026