Gyan Developers & Builders Ltd Directors Report

Your Directors have pleasure in presenting the 33 rd Annual Report together with Audited accounts for the year ended 31.03.2025.

1. FINANCIAL RESULTS:

The summarized financial results for the year ended 31.03.2025 and for the previous year 31.03.2025 are as under: (Rs. In 00s)

Particulars	31.03.2025	31.03.2024
Total revenue	3,51,682.00	57,000.00
Total expenditure	2,14,625.00	42,667.00
Profit before tax	1,37,057.00	14,333.00
Less: Tax expenses
Current Year	40,873.00	0
Previous Year	0	0
Deferred Tax	163.00	154.00
Profit after tax	96,021.00	14,179.00

2. FINANCIAL OVERVIEW (Rs. in 00s):

During the year under review, the total revenue of your company was Rs. 3,51,682 as compared to previous year revenue of Rs.57,000. The Net Profit for the year is Rs.96,021 as against previous year profit of Rs.14,179.

3. CHANGE IN THE NATURE OF BUSINESS:

Your Company is engaged in buying and selling vacant land. There is no change in the nature of business during the year compared to previous year.

4. DIVIDEND:

In order to plough back the profit, your Directors do not recommend any dividend.

5. TRANSFER TO RESERVES:

No amount is proposed to be transferred to General Reserves during the year.

6. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES & PERFORMANCE THEREOF:

Your Company does not have any subsidiary, joint venture, associate company as on March 31, 2025. Hence, the details and performance thereof does not arise.

7. DEPOSITS:

The company has not accepted or invited any deposits under the provisions of the Companies Act, 2013, and rules related thereto.

8. SHARE CAPITAL:

A. AUTHORISED SHARE CAPITAL:

The Authorized Share Capital of the Company as on 31.03.2025 stood at Rs. 5,00,00,000/- (Rupees Five Crores only) comprising of 50,00,000 equity shares of Re. 10/- (Rupees Ten) each.

B. PAID UP SHARE CAPITAL:

The Paid Up Share Capital of the Company as on 31.03.2025 stood at Rs. 3,00,00,000/- (Rupees Three Crores only) comprising of 30,00,000 equity shares of Re. 10/- (Rupees Ten) each.

The Company during the year under review has not issued any Sweat Equity Shares or Shares with Differential Rights or under Employee Stock Option Scheme nor did it Buy Back any shares.

9. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and the date of this report.

10. INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate.

11. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future.

12. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186:

The Company has not advanced any loans, given guarantees, provided security nor made investments covered under Section 186 of the Companies Act, 2013.

13. BOARD OF DIRECTORS AND ITS COMMITTEES:

A. BOARD OF DIRECTORS:

(1) COMPOSITION OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company comprises of three Directors of which one is a Non-Executive Independent Director. The Company has received necessary declarations from the Independent Director stating that he meets the criteria of independence as specified in Section 149(6) of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

SN	DIN	Name of the Director	Designation
1	00575471	Mr. T Ashok Raj	Managing Director
2	01751554	Mrs. Sunita Mahendar Raj	Director
3	02781886	Mr. S. Vijayan*	Director
4	02691406	Mr. J. Chandrasekar*	Director
5	08881090	Mr. Nihal Chand**	Director

*Ceased w.e.f 21.09.2024 **Appointed w.e.f 05.09.2024

(2) KEY MANAGERIAL PERSONNEL:

As per Section 203 of the Companies Act, 2013, following are the KMPs of the Company:

SN	DIN/ PAN	Name of the Key Managerial Personnel	Designation
1	00575471	Mr. T Ashok Raj	Managing Director
2	01751554	Mrs. Sunita Mahendar Raj	Chief Financial Officer
3	CTLPP0491E	Ms. Bela Parekh	Company Secretary

(3) CHANGE IN DIRECTORS:

The details of change in Directors during the year is as follows;

SN	DIN	Name of the Director	Designation	Particulars
1	02781886	Mr. S. Vijayan	Independent Director	Cessation due to expiration of Term w.e.f 21.09.2024
2	02691406	Mr. J. Chandrasekar	Independent	Cessation due to expiration of
			Director	Term w.e.f 21.09.2024
3	00575471	Mr. T. Ashok Raj	Managing	Re-appointment as MD w.e.f
			Director	28.01.2025
4	08881090	Mr. Nihal Chand	Additional	Appointment as Additional
			Director	Director (Independent) w.e.f
				05.09.2024
5	08881090	Mr. Nihal Chand	Director	Change in Designation to
				Director w.e.f 30.09.2024

RESIGNATION OF INDEPENDENT DRECTORS:

Mr. S. Vijayan (DIN: 02781886) and Mr. J. Chandrasekar (DIN: 02691406), ceased to be Non-Executive Independent Directors of the Company on account of completion of their second and final term w.e.f. close of business hours on 21.09.2024. The Board expresses its sincere appreciation for the contribution made by them during their tenure as Independent Director of the Company.

RE-APPOINTMENT OF MANAGING DIRECTOR:

The tenure of Mr. T. Ashok Raj as Managing Director (DIN: 00575471) of the Company expired on 28.01.2025. The Board of Directors on the recommendation of the Nomination & Remuneration Committee appointed him for a term of three years effective from 28.01.2025 subject to the approval of the members at the General Meeting.

APPOINTMENT & CONFIRMATION OF INDEPENDENT DIRECTOR:

Mr. Nihal Chand (DIN: 08881090) was appointed as an Additional Director (Independent) by the Board for a term of five years w.e.f. 05.09.2024. The shareholders had confirmed his appointment as a Director (Independent) of the Company in the Annual General Meeting held on 30.09.2024.

(4) RETIREMENT BY ROTATION:

In terms of Section 152 of the Companies Act, 2013, Mr. T. Ashok Raj, (DIN: 00575471), Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

(5) MEETINGS:

During the year under review, the Board of Directors met Eight (8) times on 27.05.2024, 07.08.2024, 05.09.2024, 23.09.2024, 12.11.2024, 28.01.2025, 13.02.2025 & 14.03.2025. The gap between two Board meetings is not more than 120 days. The particulars of name of the Directors and attendance are mentioned below:

SN	Name of the Directors	Designation & Category	No. of Meetings in the year 2024-25		Attend ed 32 nd	No. of other Directorship in
			Held	Attended	AGM	other Public/ Private Companies
1	Mr. T. Ashok Raj	MD	8	8	Yes	Nil
2	Mr. S. Vijayan*	Director (NEID)	3	3	No	Nil
3	Mrs. Sunita	Director (NED)	8	8	Yes	Nil
	Mahendar Raj
4	Mr. J.	Director (NEID)	3	3	No	Nil
	Chandrasekar*
5	Mr. Nihal Chand**	Director (NEID)	5	5	Yes	1

*Ceased w.e.f 21.09.2024 **Appointed w.e.f 05.09.2024

NEID Non Executive Independent Director NED Non Executive Director MD Managing Director

(B) INDEPENDENT DIRECTORS:

(1) MEETING OF INDEPENDENT DIRECTORS:

During the year, in line with requirement under the Companies Act, 2013 the Independent Directors had a separate meeting on 07.08.2024, without the presence of the other Directors and Management.

(2) APPOINTMENT OF INDEPENDENT DIRECTOR:

The company is in the process of identifying a suitable candidate as an Independent Directors of the Company, to comply with the provisions of the Companies Act, 2013.

(3) DECLARATION OF INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149 of the Act, the Independent Director has submitted declarations that he meets the criteria of independence as provided in Section 149(6) of the Act.

(C) COMMITTEES OF THE BOARD:

(1) AUDIT COMMITTEE:

As per the provisions of Section 177 of the Companies Act, 2013:

Recommendation for appointment, remuneration and terms of appointment of auditors of the Company. Review and monitor the Auditors independence and performance and effectiveness of audit process. Review with the Management the quarterly Financial Statements and the annual Financial Statements and the Auditors Report thereon, before submission to the Board for approval, with particular reference to: matters required to be included in the Directors responsibility statement to be included in the boards report in terms of Clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013. disclosure of any related party transactions. modified opinion(s) in the draft audit report Approval or any subsequent modification of transactions of the Company with related parties. Scrutiny of inter-corporate loans and investments. Valuation of undertakings or assets of the Company, wherever it is necessary. Evaluation of internal financial controls and risk management systems. Monitoring the end use of funds raised through public offers and related matters.

COMPOSITION OF THE AUDIT COMMITTEE:

The Audit committee comprises of three members and the committee met Four (4) times during the year on 27.05.2024, 07.08.2024, 12.11.2024, & 13.02.2025. The composition of the Audit Committee and details of meeting held are provided hereunder:

Name of Directors	Designation	Category	No. of Meetings
			Held	Attended
Mr. J Chandrasekar*	Chairman	NEID	2	2
Mr. S. Vijayan*	Member	NEID	2	2
Mrs. Sunita Mahendar	Member	NED	4	4
Raj
Mr. T. Ashok Raj	Member	ED	2	2
Mr. Nihal Chand**	Chairman	NEID	2	2

NEID Non Executive Independent Director NED Non Executive Director ED Executive Director

The Audit Committee was re-constituted w.e.f 23.09.2024 with Mr. Nihal Chand as the Chairman and Mrs. Sunita Mahendar Raj and Mr. T. Ashok Raj as the Members of the Committee.

(2) NOMINATION & REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee has been empowered and authorized to exercise powers as entrusted under the provisions of Section 178 of the Companies Act, 2013. In compliance with Section 178 of the Companies Act, the Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration and including criteria for determining qualifications, positive attributes, independence of Directors and other matters.

The terms of reference of the Committee inter alia, include the following:

Succession planning of the Board of Directors and Senior Management Employees; Identifying and selecting candidates for appointment as Directors / Independent Directors based on certain laid down criteria; Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions; Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their remuneration; Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting short term and long term objectives of the Company.

COMPOSITION OF THE NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee comprises of three members and the committee met One (1) time during the year on 07.08.2024. The composition of the Nomination & Remuneration Committee and details of meeting held are provided hereunder:

Name of Directors	Designation	Category	No. of Meetings
			Held	Attended
Mr. S. Vijayan*	Chairman	NEID	1	1
Mr. J Chandrasekar*	Member	NEID	1	1
Mrs. Sunita Mahendar	Member	NED	1	1
Raj
Mr. T. Ashok Raj	Member	ED	0	0
Mr. Nihal Chand**	Chairman	NEID	0	0

NEID Non Executive Independent Director NED Non Executive Director ED Executive Director

The Nomination & Remuneration Committee was re-constituted w.e.f 23.09.2024 with Mr. Nihal Chand as the Chairman, Mrs. Sunita Mahendar Raj and Mr. T. Ashok Raj as the Members of the Committee.

(3) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Committee looks into transfer of shares and the investors grievances, if any, and redresses them expeditiously. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013.

STATUS OF COMPLAINTS RECEIVED, RESOLVED AND PENDING AS ON 31 ST MARCH, 2025:

The number of investor complaints received during the year - NIL

The number of investor complaints not solved to the satisfaction of Shareholders - NIL The number of pending complaints as on date - NIL

COMPOSITION OF THE STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of three members and the committee met One (1) time during the year on 07.08.2024. The composition of the Stakeholders Relationship Committee and details of meeting held are provided hereunder:

Name of Directors	Designation	Category	No. of Meetings
			Held	Attended
Mrs. Sunita Mahendar	Chairperson	NED	1	1
Raj
Mr. S. Vijayan*	Member	NEID	1	1
Mr. J Chandrasekar*	Member	NED	1	1
Mr. T. Ashok Raj	Member	ED	0	0
Mr. Nihal Chand**	Member	NEID	0	0

NEID Non Executive Independent Director NED Non Executive Director ED Executive Director

The Stakeholders Relationship Committee was re-constituted w.e.f 23.09.2024 with Mrs. Sunita Mahendar Raj as the Chairperson, Mr. T. Ashok Raj and Mr. Nihal Chand as the Members of the Committee.

14. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Independent Directors at their meeting without the participation of the Non-independent Directors and Management, considered / evaluated the Boards performance, performance of the Chairman and other Non-Independent Directors.

The Board subsequently evaluated its own performance, the working of its Committees and the Independent Directors.

15. DIRECTORS RESPONSIBILITY STATEMENT

In terms of the requirements of Section 134(5) of the Companies Act, 2013, we, on behalf of the Board of Directors, hereby confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made for the same.

b) appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2025 and of the Profit of the Company for the year ended March 31, 2025

c) proper and sufficient care have been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

d) the annual accounts have been prepared on a going concern basis

e) The Internal Financial Controls had been laid down, to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

16. AUDITORS:

M/s. G C Daga & Co, Chartered Accountants, Chennai (FRN: 000668s), were appointed as Statutory Auditors of the Company for a period of five years in the 31 st Annual General Meeting held on 23.12.2023. The Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and rules framed there under for their reappointment as Statutory Auditors of the Company.

17. AUDITORS REPORT:

The Auditors did not make any qualification, reservation or adverse remark or disclaimer on the financial statements prepared as per Section 133 of Companies Act, 2013, and notes on Accounts annexed thereto.

18. SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of Ms. A.K. Jain & Associates, Company Secretary in Practice, Chennai to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2025. The Secretarial Audit Report (in Form MR-3) is attached as Annexure "A" to this Report.

19. REPLY TO SECRETARIAL AUDITOR REMARKS:

SN Auditors Observation	Reply to Observation
1 The Company does not maintain a functional website.	The company is taking necessary steps to develop a functional website and will be deployed at the earliest.
2 The composition of the Board of Directors of the Company did not comprise with required number of Independent Directors from 22.09.2024 to 31.03.2025 as per Section 149 of the Companies Act, 2013.
3 The composition of the Audit Committee did not comprise with required number of Independent Directors from 22.09.2024 to 31.03.2025 as per Section 177 of the Companies Act, 2013.	The Company is taking necessary steps to identify a suitable Independent Director.
4 The composition of the Nomination & Remuneration Committee did not comprise with required number of Independent Directors from 22.09.2024 to 31.03.2025 as per Section 178 of the Companies Act, 2013.
5 The Company has not appointed an Internal Auditor for the year 2024-25.	The Company is in the process of identifying and appointing an Internal Auditor.

20. DISCLOSURE OF ACCOUNTING TREATMENT:

The financial statements of the Company have been prepared in accordance with the Section 133 of the Companies Act, 2013 and Indian Accounting Standard Rules, 2015, which became applicable on the Company w.e.f. 01.04.2017.

21. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company does not fall under the class of Companies mentioned under Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility) Rules, 2014. Hence, the Company has not spent any funds towards Corporate Social Responsibility.

22. VIGIL MECHANISM:

In compliance with the provisions of Section 177(9) the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company.

23. MANAGEMENT DISCUSSION & ANALYSIS:

A detailed analysis on the performance of the industry, the company, internal control systems, risk management are enumerated in the Management Discussion and Analysis Report forming part of this report and annexed as Annexure "B".

24. CORPORATE GOVERNANCE REPORT:

Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, does not apply to your Company, as the Companys share capital and net worth is below the threshold limit prescribed under the said Regulation. Hence, the report on Corporate Governance is not provided.

25. CODE OF CONDUCT:

As prescribed under SEBI (LODR) Regulations, 2015, a declaration signed by Managing Director affirming compliance with the Code of Conduct by the Directors and senior management personnel of the Company for the financial year 2024-25 is given in Annexure "C" .

26. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The Company has not entered into transaction with the related parties u/s 188 of the Act, during the year under review.

27. ANNUAL RETURN:

The annual return is available for inspection of the members at the registered office of the Company.

28. RISK MANAGEMENT:

Your company has developed and implemented a Risk Management Policy which includes identification of elements of risk, if any, which in the opinion of the Board, may threaten the existence of the Company.

29. DETAILS TO BE DISCLOSED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

None of the employees draws remuneration of Rs. 8,50,000/- or above per month and Rs.1,02,00,000/- or above per annum. Hence, details of the employees of the Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not furnished.

Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, forming part of the Annual Report, is available for inspection at the registered office of the company during working hours. Any member interested in obtaining such information may write to the Company and the same will be furnished without any fee.

30. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR: Not Applicable

31. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: Not Applicable

32. SEXUAL HARRASMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace.

As per the notification of Ministry of Corporate affairs effective from July 14, 2025, the following disclosure is also being made: a. Number of sexual harassment complaints received - NIL b. Number of complaints disposed of - NIL c. Number of cases pending for more than 90 days NIL

33. MATERNITY BENEFIT COMPLIANCE:

Pursuant to the provisions of Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, the Company hereby confirms that it has complied with the provisions of the Maternity Benefit Act, 1961.

34. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is taking utmost care for the Conservation of Energy. The Company has no activity in relation to Technology absorption. The company has no foreign exchange outgo or inflow.

35. SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards viz., SS-1 on Meetings of Board of Directors and SS-2 on General Meetings issued by Institute of Company Secretaries of India as per Section 118(10) of the Companies Act, 2013.

36. ACKNOWLEDGEMENT:

Your Directors take this opportunity to thank the customers, suppliers, bankers, business partners / associates, financial institutions and various regulatory authorities for their consistent support / encouragement to the Company. Your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.

		By Order of the Board
	For GYAN DEVELOPERS AND BUILDERS LIMITED
Place: Chennai
Date: 11.08.2025
	Sd/-	Sd/-
	T. Ashok Raj	Sunita Mahendar Raj
	Managing Director	Director
	DIN: 00575471	DIN: 01751554