LKP Finance Ltd Directors Report

To

The Members LKP Finance Limited

The Board of Directors are pleased to present the Forty-First Annual Report together with Audited Financial Statements of the Company for the Financial Year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

The financial performance of the Company is as follows:

Rs. in Lakhs

Particulars	Standalone		Consolidated
	Financial Year 2024-25	Financial Year 2023-24	Financial Year 2024-25	Financial Year 2023-24
Revenue from Operations	737.52	8256.87	1414.25	8988.86
Other Income	4.52	24.02	28.60	24.02
Total Revenue	742.04	8280.89	1442.85	9012.88
Profit before Tax	(467.78)	6782.95	25.99	7332.46
Less: Tax expense	(73.68)	1277.44	61.18	1387.56
Profit after Tax	1032.34	5505.51	181.88	5944.90
Other Comprehensive income for the year	(1276.62)	589.78	(1203.56)	573.81
Total Comprehensive Income / (loss) for the year	(244.28)	6095.29	(1021.68)	6518.71
Earnings per equity share (Face Value of Rs. 10/- each) - Basic and Diluted (in Rs.)	8.21	43.80	1.45	47.30

RESERVE

The Company during the year under review has transferred Rs. 206.47 lakhs to Special Reserve as per applicable regulation for NBFCs, prescribed by the Reserve Bank of India Act, 1934.

DIVIDEND

After careful assessment of the available profit during the financial year ended 31st March, 2025, your Directors have not recommended any dividend for the financial year ended 31^st March, 2025.

PERFORMANCE REVIEW

The Company has prepared the financial statement in accordance with the Companies Act, 2013 and Ind AS. The Companys standalone revenue from operations decreased

from Rs. 8,256.87 lakhs to Rs. 737.52 lakhs and Other Income also decreased from Rs. 24.02 lakhs to Rs. 4.52 lakhs. There is a net profit after tax of Rs. 1032.34 lakhs as against net profit of Rs. 5505.51 lakhs in the corresponding previous year.

The Companys consolidated revenue from operations decreased from Rs. 8988.86 lakhs to Rs. 1414.25 lakhs and Other Income also increased from Rs. 24.02 lakhs to Rs. 28.60 lakhs There is a net profit after tax of Rs. 181.88 lakhs as against net profit of Rs. 5,944.90 lakhs in the corresponding previous year.

SHARE CAPITAL

During the year under review, there is no change in the Share capital of the Company. Further the Company has not issued any sweat equity shares or bonus shares or equity shares with differential rights.

PUBLIC DEPOSITS

The Company has no public deposits as of date and will not accept any deposits without prior approval of the Statutory Authorities concerned.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Auditors function is defined in their letter of engagement. To maintain its objectivity and independence, the Internal Auditors reports to the Chairman of the Audit Committee of the Board.

The Internal Auditors monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of Internal Auditors process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in nature of business of the Company.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner.

The Board of the Company at regular intervals monitors the financial, operational, legal risk to the Company. There is no risk, which in the opinion of the Board may threaten the existences of the company.

Pursuant to section 134 (3) (n) of the Act it is stated that at present the company has not identified any element of risk which may threaten the existence of the Company.

36 Earnings per share

	31 March 2025	31 March 2024
Profit after tax (Rs. In lakhs) Weighted average number of equity shares	181.88	5,944.91
- for Basic Earnings per share	1,25,68,623	1,25,68,623
- for Diluted Earnings per share	1,25,68,623	1,25,68,623
Face value of equity share (Rs/ share)	10	10
Basic earnings per share (Rs.)	1.45	47.30
Diluted Earnings per share ( Rs/share)	1.45	47.30

37 Reconciliation between opening and closing balances in the balance sheet for liabilities arising from financing activities as required by Ind AS 7 "Statement of Cash Flows" is as under:

(Rs. in Lakhs)

	As at 1 April 2024	Cash Inflows	Cash outflows	Non Cash Interest Accrued	Changes Other Charges	As at 31 March 2025
Borrowings	8,445.64	-	(4,848.99)	-	-	3,596.65
Lease Liabilities	7.20	-	(4.92)	0.49	-	2.76

 

						(Rs. in Lakhs)
	As at 1 April	Cash Inflows	Cash	Non Cash Changes		As at 31
	2024		outflows	Interest Accrued	Other Charges	March 2025
Borrowings	12,107.52	-	(3,673.99)	12.11	-	8,445.64
Lease Liabilities	11.21	-	(4.92)	0.91	-	7.20

38 Disclosures as required by Ind AS 115 Revenue consist of following

(Rs. in Lakhs)
	31 March 2025	31 March 2024
Interest income	1,251.14	1,479.65
Dividend income	156.72	74.89
Net gain on fair value changes	1.41	7,369.12
Income from Stock lending and Borrowing Mechanism (SLBM)	4.44	47.64
Income from AIF Unit	0.54	17.35
Advisory fees	-	0.21
Total	1,414.24	8,988.87

SUBSIDIARY, JOINT VENTURE, HOLDING COMPANY AND ASSOCIATE COMPANIES

During the year under review, Bond Street capital Private Limited ceased to be a subsidiary of your Company w.e.f. 26^th March, 2025 and apart from this no company has become or ceased to be subsidiary, joint venture or associate of the company.

Your Company had become a Subsidiary Company of Hindon Mercantile Limited.

The required financial information in the consolidated balance sheet is given in respect of Companys subsidiary i.e. Bond Street Capital Private Limited as on 26^th March, 2025, in Form AOC 1 annexed to this Report as "Annexure I".

Annual accounts of the Subsidiary Company and the related detailed information shall be available to shareholders of the Company and Subsidiary Company seeking such information at any point of time and also kept open for inspection by any shareholders in the Registered office of the Company and Subsidiary Company.

The annual accounts of the aforesaid subsidiary and the related detailed information shall also available to shareholders of the Company, seeking such information at Companys website i.e. www.lkpfinance.com . The Company does not have any joint ventures and holding company.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Mrs. Gunjan Jain (DIN: 10496273), Non-Executive Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible, offers herself for re-appointment.

On March 28, 2025, on the recommendation of Nomination and Remuneration Committee, the Board approved the appointment of followings as Additional Directors:

S. No. Name	Category
1. Mr. Umesh Aggarwal	Executive Director
2. Mr. Kapil Garg	Non-Executive Director
3. Mrs. Gunjan Jain	Non-Executive Director
4. Mr. Manoj Kumar Bhatt	Non-Executive and Independent Directors
5. Mr. Hemant Bhageria	Non-Executive and Independent Directors

On April 03, 2025, the Board approved the appointment of Ms. Meenu Sharma as an Addition Director (Non-executive and Independent Director).

On May 08, 2025, on recommendation of the Board of Directors, the Members of the Company approved through postal ballot the appointment of followings:

S. Name No.	Category	Period
1. Mr. Umesh Aggarwal	Whole Time Director	5 Years (March 28, 2025 to March 27, 2030)
2. Mr. Kapil Garg	Non Executive Director	-
3. Mrs. Gunjan Jain	Non Executive Director	-
4. Mr. Manoj Kumar Bhatt	Non Executive and Independent Director	5 Years (March 28, 2025 to March 27, 2030)
5. Mr. Hemant Bhageria	Non Executive and Independent Director	5 Years (March 28, 2025 to March 27, 2030)
6. Mrs. Meenu Sharma	Non Executive and Independent Director	5 Years (April 03, 2025 to April 02, 2030)

The Board of Directors are of the opinion that Mr. Manoj Kumar Bhatt, Mr. Hemant Bhageria and Mrs. Meenu Sharma, Independent Directors possess integrity, necessary expertise, relevant experience and proficiency.

On March 31, 2025 (closing business hours), following Directors have been resigned:

S. No. Name	Category
1. Mr. Mahendra V. Doshi	Chairman and Managing Director
2. Mr. Pratik M. Doshi	Non-Executive Director
3. Mr. Dinesh Waghela	Non-Executive NonIndependent Director
4. Mr. Sajid Mohamed	Non- Executive Independent Director
5. Mr. Dara Jahangir Kalyaniwala	Non- Executive Independent Director
6. Ms. Saseekala Nair	Non- Executive Independent Director

Key Managerial personnel

Mr. Girish Kumar Balgovinda Innani, Company Secretary & Compliance Officer and Mr. Satvinderpal Singh Gulati, Chief Financial Officer of the Company have resigned w.e.f. March 28, 2025.

The Board of Directors, on the recommendation of Nomination & Remuneration Committee, has appointed Mrs. Ruby Chauhan as Company Secretary and Compliance Officer and Mr. Mustak Ali as Chief Financial Officer of the Company w.e.f. March 28, 2025.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The disclosure as required under the provisions of the Companies Act, 2013, read with Secretarial Standard issued by Institute of Company Secretaries of India and Listing Regulations forms part of Notice convening AGM.

PERFORMANCE EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of performance of its own, the Committees thereof and the Directors individually.

At the meeting of the Board all the relevant factors that are material for evaluating the performance of the Committees and of the Board were discussed in detail.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were inter-alia evaluated on parameters such as level of engagement, contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the Independent Directors was carried out by the entire Board except the Director being evaluated. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

The Directors expressed their satisfaction with the evaluation process.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Companys policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2025, the Board has Eleven members, one of whom is an Executive Chairman-Managing Director, one Whole Time Director, Four Non-Executive Non-Independent Directors and Five Independent Directors.

The Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act, has been disclosed in the Corporate Governance Report, which forms part of this Annual Report.

WOMEN DIRECTOR

In term of the provisions of section 149 of the Companies Act, 2013, and Regulation 17(1)(a) of the SEBI (LODR) Regulations, 2015, the Company shall have at least one-woman Director on the Board. Your Company has Mrs. Gunjan Jain (DIN: 10496273) and Ms. Saseekala Nair (DIN: 10122007) as the Women Director on the Board of the Company.

MEETINGS

During the year, seven Board Meetings, five Audit Committee Meetings, two Stakeholder Committee Meetings, two Nomination and Remuneration Committee Meetings and one Corporate Social Responsibility Committee were convened and held, the details of which are given in the Corporate Governance Report. The Board meetings were held on April 26, 2024, July 25, 2024, August 28, 2024, August 30, 2024, October 28, 2024, January 23, 2025 and March 28, 2025. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3) (c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on March 31, 2025 and state that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if

ii. The Directors have selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit of the Company for that period;

iii. The Directors have taken proper and sufficient care for the 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;

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

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

STATUTORY AUDITORS

In term of section 139 of the Act read with Companies (Audit & Auditors) Rules, 2014 (as amended) M/s. MGB & Co LLP, Chartered Accountants (Registration No. 101169W/W-100035) was appointed as Statutory Auditors of your Company for a period of 1 (one) year from the conclusion of the 40^th AGM of your company held in the year 2024 until the conclusion of 41^st AGM of your company.

Further, Based on the recommendation of the Audit Committee, the Board of Director at their meeting held on July 03, 2025 has recommended appointment of M/s Parv & Co., (Firm Registration No. 029582N) as the Statutory Auditor of the company on the completion of tenure of previous statutory auditors. The Company has received the consent from M/s Parv & Co., Chartered Accountants and confirmation to the effect that they are not disqualified to be appointed as the Statutory Auditors of the Company, in terms of the provisions of the Companies Act, 2013 and rules made there under.

STATUTORY AUDITORS REPORT

The Auditors report contained qualified opinion. The notes on financial statements referred to in the auditors report are self-explanatory and do not call for further comments.

RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS AND DISCLAIMERS MADE BY THE STATUTORY AUDITORS.

a) The Company has not obtained balance confirmations / term sheets from two lenders with outstanding balances aggregating to Rs. 3,596.65 lakhs, included under borrowings. Accordingly, external confirmations as required under Standard on Auditing (SA) 505, External Confirmations, were not available for our verification. Further, the Company has not provided interest expense on the above-mentioned borrowings, the amount of which is presently not ascertainable, and is not in compliance with Ind AS 109 "Financial Instruments" wherein such financial liabilities are required to be measured at amortised cost using the effective interest rate method. Had the interest expense been provided, the liabilities would have been higher, the net profit for the year and networth as at 31 March 2025 would have been lower to that extent. In respect of one lender, Kingfisher Finvest India Limited, with an outstanding balance of Rs. 2,122.40 lakhs, the Company received a garnishee Order from the Recovery Officer, Debt Recovery Tribunal (DRT), Bangalore, for Rs. 2,500 lakhs plus interest. This Order was pursuant to order obtained by State Bank of India from DRT against Kingfisher Airlines Limited, United Breweries (Holdings) Limited, and others. The Company has contested the claim and deposited Rs. 1,126.22 lakhs, included in other non-financial assets and mutual fund investments of Rs. 595.12 lakhs have been attached by the Recovery Officer. The matter is currently pending before the Debt Recovery Appellate Tribunal, Chennai. In the absence of external confirmations, pending outcome

of the legal dispute and non-provision of interest, we are unable to determine whether any adjustments or additional disclosures are required in the accompanying standalone financial results.

If Management is unable to estimate the impact, reasons for the same:

a) The Company is unable to get the confirmation/ term sheet from two lenders as the parties are not contactable. The Company is confident that there will be no material change in the balances outstanding. Further the matter with DRAT Chennai is pending and the outcome of the matter is uncertain.

Pursuant to provisions of the Section 143(12) of the Act, the Statutory Auditors have not reported any incident of fraud to the Audit Committee or the Board during the year under review.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Act any instances of fraud committed in the Company by its officers or employees.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s V. R. Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company for the F.Y. 2024-25. The Secretarial Audit Report is annexed herewith as "Annexure II". The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Further, pursuant to the provisions of Regulation 24A & other applicable provisions of the Listing Regulations read with Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and on recommendation of the Audit Committee, the Board of Directors at its meeting held on July 03, 2025 has approved appointment of M/s Abhay K & Associates, Practicing Company Secretaries as Secretarial Auditors for a period of five consecutive years commencing from the financial year 2025-26 till financial year 2029-30. The resolution seeking the Members approval for the appointment of Secretarial Auditor of the Company forms part of the Notice.

STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Board of Directors affirm that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India (SS1 and SS2) respectively relating to Meetings of the Board, its Committees and the General Meetings.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company

ANNUAL RETURN

As per Section 92 of the Companies Act, 2013, the copy of annual return of the company has been placed on the website of the company and can be accessed at www.lkpfinance.com.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of Section 135 of the Companies Act, 2013 your Company has formed a Corporate Social Responsibility (CSR) Committee to approve activities to be undertaken, expenditure to be incurred and to monitor the performance of the CSR activities undertaken by the Company.

The Board of Directors and the CSR Committee review and monitor from time to time all the CSR activities being undertaken by the Company.

The Company has contributed funds for the promotion of education and environmental sustainability etc. The contribution has been made to a registered trust which mainly undertakes activities specified under Schedule VII of the Companies Act, 2013.

The report on CSR activities is annexed herewith as "Annexure III".

The Companys CSR policy provides guidelines and lays down the process to undertake CSR activities of the Company. the CSR Policy is also available on the website of the Company www.1kpfinance.com

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. The particulars of Contract or arrangement in Form AOC-2 as required under Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed to this Board Report. The details of other loans and advances are mentioned in notes to accounts and are not repeated here.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY

Being an NBFC, the disclosures regarding particulars of loans given, guarantees given and security provided, is exempted under the provisions of section 186(11) of the Act. As regards investments made by the company, the details of the same are provided under financial statements of the company for the year ended 31 March, 2025.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The Code has been placed on the Companys website at www.lkpfinance.com

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

AH the Board Members and the Senior Management personnel have confirmed compliance with the Code.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has established a vigil mechanism to be known as the ‘Whistle Blower Policy for its Directors and employees, to report instances of unethical behavior, actual or suspected, fraud or violation of the Companys Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

Accordingly, ‘Whistle Blower Policy has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Chairman of the Audit Committee of the Company.

The purpose ofthis policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within 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 the 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.

AH Board Directors and the designated employees have confirmed compliance with the Code.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under regulation 34(2) of the Listing Regulations, a detailed management discussion and analysis report is annexed to this annual report.

TRANSFER OF UNCLAIMED/UNPAID AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of the provisions of Section 124, 125 and other applicable provisions, if any, of the Act, read with provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and other applicable provisions, all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF") established by the Central Government, after completion of seven years from the date the dividend is transferred to unpaid/unclaimed account.

Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the members for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.

Further, in terms of Section 124(6) of the Act, read with the IEPF Rules, all the shares in respect of which dividend has remained unpaid/unclaimed for seven consecutive years or more from the date of transfer to the unpaid dividend account are required to be transferred to the demat account of the Investor Education and Protection Fund Authority (‘IEPFA).

The details of unpaid/ unclaimed dividend and equity shares so transferred are uploaded on the website of the Company at https://www.lkpfinance.com as well as that of the Ministry of Corporate Affairs, Government of India at http://www.mca. gov.in.

The Members/Claimants whose shares and unclaimed dividend have been transferred to IEPF may claim the shares or apply for refund by making an application to IEPF Authority in Form IEPF 5 (available on www.iepf.gov.in). The Member/ Claimant can file only one consolidated claim in a Financial Year as per the IEPF Rules.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments, affecting the financial position of the Company from end of the financial year up to the date of this Boards Report.

SIGNIFICANT AND MATERIAL ORDERS

During the year under review, there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with a Certificate of compliance from the Practising Company Secretaries and Management Discussion and Analysis Report forms part of this Report.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year	Number of shareholders who approached wlisted entity for transfer of shares from suspense account during the year	Number of shareholders to whom shares were transferred from suspense account during the year	Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year
NIL	NIL	NIL	NIL

Declaration that the voting rights on shares in the suspense account shall remain frozen till the rightful owner of such shares claims the shares - Not Applicable

DISCLOSURE UNDER THE 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 the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed-off during the year 2024-25:

• Number of complaints received: Nil

• Number of complaints disposed-off: Nil

• Number of complaints pending: Nil

MATERNITY BENFIT COMPLIANCE DECLARATION

In accordance with the provisions of the Maternity Benefit Act, 1961, as amended, and in alignment with the principles of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, particularly Schedule V relating to corporate governance disclosures, the Board affirms that the Company has fully complied with all applicable laws and regulations relating to maternity benefits during the financial year under review.

The Company has adopted employee-centric policies that are compliant with statutory requirements and reflective of our commitment to diversity, equity, and inclusion. The Company has:

Granted maternity leave and related benefits to all eligible women employees as per applicable law;

Ensured availability of medical bonus, nursing breaks, and return-to-work support;

Complied with the requirements relating to creche facilities, as specified under the Maternity Benefit (Amendment) Act, 2017, where applicable;

Maintained a discrimination-free and supportive workplace, in line with the non-discriminatory employment practices outlined under the SEBI LODR framework.

The Companys HR policies and practices are periodically reviewed to ensure compliance with evolving legal and regulatory requirements, and to promote the welfare of all employees, particularly women during and after maternity.

The Board remains committed to upholding the highest standards of corporate governance and employee well-being.

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

Considering that the Company is a Non- Banking Financial company which is not involved in any manufacturing or processing activities, the particulars as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding Conservation of energy and Technology Absorption not applicable

Foreign exchange earnings and outgo: Nil

EMPLOYEE PARTICULARS

The Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure-IV.

TAKEOVER AND CHANGE IN MANAGEMENT AND CONTROL

On August 28, 2024, Hindon Mercantile Limited and Mr. Kapil Garg (acquirers) have entered into a share purchase agreement with Mr. M V Doshi and other promoters of the company ("Sellers"), for acquisition of 56,96,312 Equity share representing of 45.32% of the equity share capital of the company. Pursuant to Regulation 3(1) and 4 of Securities and Exchange Board of India (Substantial Acquisition of share and

takeover) Regulation 2011, mandatory Open Offer to the Public Shareholders of the Company has been made by the Acquirers to acquire 32,67,845 Equity share representing 26% of equity shares of the company. Acquirer had acquired the from the Promoters, 44,46,227 Equity share representing of 35.37% of the paid-up Share Capital and 19,97,068 Equity Shares, from the Public Shareholders under the open offer representing 15.88% of equity shares of the company. Till March 31, 2025, in aggregate 51.26% was acquired by the Acquirers.

Further, consequent to acquisition, the Management and Control of the Company has been changed through appointment of New Directors, Mr. Umesh Aggarwal, Mr. Kapil Garg, Mrs. Gunjan Jain, Mr. Manoj Kumar Bhatt, Mr. Hemant Bhageria and Mrs. Meenu Sharma.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation to Shareholders, Bankers, Institutions and Employees for their co-operation and support.