Lohia Securities Ltd Directors Report

BOARDS REPORT

Your Board of Directors are pleased to present the 31st Annual Report on the Companys Performance along with the Audited Financial Statements for the financial year ended 31 March 2025.

Corporate Overview and General Information:

Your Company is engaged in the business of stock broking and depository participant. The Company has membership of National Stock Exchange of India Limited (NSE), BSE Ltd., Metropolitan Stock Exchange of India Ltd. (MSEI), Multi-Commodities Exchange of India Ltd., National Commodities and Derivatives Exchange of India Ltd. and Calcutta Stock Exchange Limited. It is a depository participant of National Securities Depository Limited (NSDL). Your Company is an active participant in cash market, equity derivative, currency derivative and Interest rate future and debt market through NSE; cash market, equity derivative, currency derivative and Interest rate future and debt market through BSE; and currency derivative and Interest rate future through MSEI. Your Company has also membership of commodity derivative segment of MCX, NCDEX, NSE and BSE

I. FINANCIAL PERFORMANCE

a. Standalone Financial Highlights

			(Rs. in lakhs)
Particulars	Year ended 31st March, 2025	Year ended 31st March, 2024	% Change
Revenue from Operations	40,556.21	35,165.51	15.33
Operating Profits	1,217.59	3,796.47	(67.93)
Profit After Tax	507.68	2,485.74	(79.58)
Dividend	24.92	24.92	-

b. Consolidated Financial Highlights

Particulars	Year ended 31st March, 2025	Year ended 31st March, 2024	% Change
Revenue from Operations	40,571.71	35,195.69	15.27
Operating Profits	1,227.11	3,825.42	(67.92)
Profit After Tax	515.94	2,508.01	(79.43)

The Audited Standalone and Consolidated Financial Statements, prepared in accordance with Section 133 of the Companies Act, 2013 (the Act) read with the Companies (Accounts) Rules, 2014 and the Indian Accounting Standards (Ind AS) along with the Auditors Report, forms part of the Annual Report.

c. Overview of Companys Performance

During the year under consideration, following financial developments have taken place -

Total Income for the FY 2024-25 was Rs.40,556.21 lakhs as against Rs.35,165.52 lakhs in FY 2023-24. The increase of total income of Rs.5,390.69 lakh over previous year was up by 15.33%.

• For FY 2024-25 EBIDTA was at Rs.1,217.59 lakhs compared to Rs.3,796.47 lakhs in FY 2023-24

• The PAT for FY2023-24 stood at Rs.507.68 lakhs compared to Rs.2,485.84 lakhs in FY2023-24.

• Companys debt-equity ratio was 0.45 in comparison to 0.52 of last year.

• Net Worth of the Company increased to Rs.11,484.51 lakhs as on March 31,2025 as compared to Rs.11,017.71 lakhs as on March 31, 2024.

d. Subsidiary, Associate and Joint Venture Companies

During the financial year under review, your company has one 100% subsidiary and one associate company. Details of their business and operations are given below:-

Trade City Barter Private Limited is a non-banking finance company and is engaged in investment and financing activities. The Company has a net profit of Rs.9.28 lakhs compared to last years net profit of Rs.22.68 lakh. Revenue from operations were mainly from interest income on unsecured loans, dividend income and net gain on fair value changes. It had other income from interest on IT refund of Rs.0.02 lakh.

Daadi Stock Broking Private Limited is mainly engaged in the business of selling and investment in securities. It is an associate company of Lohia Securities Ltd. in which Lohia Securities Ltd. is itself holding 43.81% of the paid-up share capital. During the year under review the Company has a net profit of Rs.11.47 lakh (last year Rs.19.82 lakh). Operating revenue was derived from commission received and gain on financial instrument at fair value. It had other income from Interest on Unsecured loan, Interest from IT refund and dividend income from investments.

In accordance with Section 129(3) of the Companies Act, 2013 and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the consolidated financial statements of the Company and all its subsidiary and associate companies have been prepared and duly audited by the auditors, and form part of the Annual Report. Statement containing salient features of the financial statements of the subsidiary and associate is given in Form AOC-1 and forms part of this report as Annexure-A

Further, pursuant to the provisions of section 136 of the Companies Act, 2013, the financial statements and relevant information relating to subsidiary/ associate companies are also available on the website of the Company at www.lohiasecurities.com/investors-relation/subsidiary-cos/

Material Subsidiary

In accordance with the Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (Listing Regulations), the unlisted subsidiary of this Company is not a material subsidiary. The Company has formulated a policy for determining material subsidiary. The policy can be accessed at the Companys website at https:// customerfirst.info/lohia /Policy %20on%20Determining %20Material%20Subsidiaries.pdf

Merger Scheme between the Company and Trade City Barter Private Limited, Daadi Stock Broking Private Limited and Shiv Lalit Consultancy Private Limited

During the year under review, the Board of Directors of the Company at their meeting held on 6th March, 2025 considered and approved the Scheme of Arrangement between the Company and Trade City Barter Private Limited, Daadi Stock Broking Private Limited and Shiv Lalit Consultancy Private Limited and their shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, and rules framed thereunder ("Scheme of Arrangement" or "Scheme"). The Appointed Date for the Scheme is 1st April 2024. The Company, being a Transferee Company had submitted an application to the Calcutta Stock Exchange for approval under Regulation 37 of the SEBI (LODR) Regulation, 2015, for the scheme under Section 230 and 232 of the Companies Act, 2013. It was informed that the companies listed solely on Regional Stock Exchange is required to choose one the stock exchanges having nationwide terminals as the Designated Stock Exchange for dissemination of information to SEBI. Your Board is desirous of appointing BSE as the designated stock exchange for providing the platform for dissemination of such information to SEBI.

e. Dividend

Your Directors, considering the performance and a cash flow, decided to recommend a Dividend of Rs.0.50 (5%) per Ordinary (Equity) Share of the face value of 10 each out of the Profits for the financial year ended 31st March, 2025.

The equity dividend outgo for the financial year 2024-25 would absorb a sum of Rs.24.915 lakh resulting in a payout of 1.00% of the standalone net profit of the Company for the financial year 2024-25 [as against Rs.24.915 lakh comprising the dividend of Rs.0.50 per Ordinary (Equity) Share of the face value of 10 each for the previous year]. Dividend will be payable subject to approval of members at the ensuing Annual General Meeting and deduction of tax at source to those Shareholders whose names appear in the Register of Members as on the Book Closure Date.

Dividend Distribution Policy: In pursuance of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 1000 listed entities as per market capitalization, calculated as on 31st March of every financial year, are required to formulate a dividend distribution policy. Your Company does not qualify among top 1000 listed entities as per market capitalization and therefore has not formulated Dividend Distribution Policy which lays down principles to be considered while declaring and payment of dividend. Dividend payout is determined based on available financial resources, investment requirements and taking into account optimal shareholder return.

f. Transfer to Reserves

During the year under review, there was no transfer to General Reserve (Previous year Rs.Nil).

g. Share Capital

During the year, there is no change in the paid-up equity share capital of the Company.

h. Earnings Per Share (EPS)

The Standalone basic EPS of the Company stood at Rs.10.19 for the financial year ended 31st March, 2025 as against Rs.49.88 for the financial year ended 31st March, 2024 and Diluted EPS stood at Rs.10.19 as against Rs.49.88 in the previous year.

i. Management Discussion and Analysis Report

Pursuant to Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations, 2015), the Management Discussion and Analysis Report for FY 2024-25, forms part of the Annual Report.

j. Material Changes and Commitments Affecting the Company

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report. Further, there has been no change in the nature of the Companys business during the year under review.

II. OPERATIONAL PERFORMANCE

a. Cash Market Segment

In the Cash market segment on NSE the total turnover of the Company was Rs.9,82,558,56 lakh during the year as compared to last years Rs.8,63,243.71 lakh, registering an increase of 13.82%. On the BSE the turnover was 34,787 lakh during the financial year as compared to 8,60,167 lakh of previous year, registering a fall of 95.96%.

b. Equity Derivative Segment

Your Companys Equity Derivative Segment of NSE posted total turnover of Rs.99,98,186.79 lakh as against total turnover of Rs.66,05,732.09 lakh in the previous year, registering a growth of 51.36%.

On the BSE portal the total turnover of the Company was Rs.11,55,239 lakh on equity derivative segment compared to Rs.25,587 lakh of previous year, registering a growth of 4,414.94%.

c. Currency Derivative Segment

In the Currency Derivative Segment on NSE your Company has achieved a turnover of Rs.38,525.38 lakh during the financial year as compared to Rs.16,47,459.32 lakhs of previous year, registering a down fall of 97.66%. On the BSE platform there was a total turnover of Rs.0 lakh as compared to Rs.19,878 lakh of previous year. Thus there was fall of 100% as compared to last year. However, there was a fall in turnover of Rs.584.66 lakh on the MSEI exchange as compared to previous year.

d. Commodity Derivative Segment

In the Commodity Derivative Segment on NSE the turnover was Rs.6,034.84 lakh during the year as compared to Rs.2,088.79 lakh during the year 2023-24. On the BSE the turnover was Rs.112 lakh as compared to Rs.2 lakh of last year. The turnover on MCX was Rs.1,38,787.07 lakh during the financial year 2024-25 as compared to Rs.1,26,419.64 lakh during the financial year 2023-24; and on NCDEX there was no transaction during the year 2024-25 as compared to Rs.4,298.40 lakh during the financial year 2023-24.

e. Brokerage Income

Your company has earned Rs.578.10 lakhs from brokerage during the year in comparison to Rs.557.56 lakh of last year. Thus, there was increase of 3.68% in brokerage during the year.

f. Depository Services

There was decrease in the receipts from depository services of Rs.0.65 lakh as compared to last year. The Company could receive a depository income of Rs.27.67 lakh during the financial year as compared to last year of Rs.28.32 lakh

III. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Appointment of Director

(i) Pursuant to Section 149, 150, 152, 161 of the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b), 17 & 25 of the SEBI Listing Regulations, 2015, the Board of Directors at their Meeting held on 26 March 2024, based on the recommendation of the Nomination and Remuneration Committee (NRC), appointed Ms. Shreya Gangawat (DIN: 08712127) as an Additional Non-Executive Independent Director of the Company for a term of 5 (five) consecutive years w.e.f. 14th May 2025 upto 13th May 2030 (both days inclusive), subject to the approval of the Members of the Company.

(ii) Pursuant to Section 149, 150, 152, 161 of the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b), 17 & 25 of the SEBI Listing Regulations, 2015, the Board of Directors at their Meeting held on 14th May 2025, based on the recommendation of the Nomination and Remuneration Committee (NRC), appointed Mr. Binit Kumar Singh (DIN: 11023924) as an Additional Non-Executive Independent Director of the Company for a term of 5 (five) consecutive years w.e.f. 14th May 2025 upto 13th May 2030 (both days inclusive), subject to the approval of the Members of the Company.

The Board of Directors recommended the aforesaid appointment for approval of Members by way of Special Resolution(s).

In the opinion of the NRC and the Board, Ms. Shreya Gangawat and Mr. Binit Kumar Singh possesses requisite experience, expertise, proficiency and holds high standards of integrity.

b. Directors retiring by rotation

In accordance with the provision of Section 152 of the Companies Act, 2013, Rules framed thereunder and Article 92 of the Articles of Association of your Company, Shri Hari Kishan Lohia (DIN: 00081055), Wholetime Director (Retail Trade) and Shri Rajesh Kumar Bajaj (DIN:00080664), Whole-time Director (Research) of the Company are due to retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended their re-appointment In terms of Section 102 of the Companies Act, 2013,

Brief Profile and other information of Shri Hari Kishan Lohia and Shri Rajesh Kumar Bajaj as required under Regulation 36(3) of SEBI Listing Regulations, 2015 and Secretarial Standard - 2 are given in the Notice of the 31st AGM of the Company. The above proposals for re-appointment forms part of the Notice of the 31st AGM and the relevant Resolutions are recommended for approval of the Members of the Company.

c. Changes in directors and key managerial personnel

Members of the Company at the 30th Annual General Meeting held on 28th September, 2024, approved.

(i) reappointment of Shri Sudheer Kumar Jain (DIN: 00075103) as Directors liable to retire by rotation.

(ii) reappointment of Shri Sudheer Kumar Jain (DIN:00075103) as Whole-time Director of the Company for a period of three years with effect from 01-04-2024.

(iii) appointment of Shri Ankit Lohia (DIN: 00552987) as a Director of the Company.

(iv) the appointment of Shri Ankit Lohia (DIN:00552987) as a Whole-time Director of the Company for a period of two years with effect from 29th August, 2024.

(v) the appointment of Shri Jitesh Agarwal (DIN: 03030373) as an Independent Director for a term of five years from 29th August, 2024.

(vi) the appointment of Shri Prakash Chand Baid (DIN: 00462276) as an Independent Director for a term of five years from 29th August, 2024.

d Retirement and resignation:

Shri Vineet Goenka (DIN:00079400) ceased to be an Independent Director of the Company with effect from 24th September, 2024 on completion of his second term. Shri Goenka was initially appointed as a Director on the Board of the Company on 17-05-2004. He was appointed for a first term of five consecutive years as Independent Director of your Company from 27th September, 2014 and subsequently re-appointed for the second term commencing from 25th September, 2019 to 24th September, 2024.

Shri Sameer Bajajs (DIN: 00078805) second term as an Independent Director of the Company ended on 24th September, 2024. He joined the Board of the Company on 31-03-2008. He was appointed for a first term of five consecutive years as Independent Director of your Company from 27th September, 2014 and subsequently re-appointed for the second term commencing from 25th September, 2019 to 24th September, 2024.

Smt. Sarita Ojha (DIN: 05319371) ceased to be an Independent Director of the Company with effect from 30th March, 2025, on completion of her second term as Independent Director. Smt. Sarita Ojha was initially appointed as a Director on the Board of the Company on 30-03-2015.

The Board has placed on record its deep appreciation of the invaluable services rendered by Shri Vineet Goenka, Shri Sameer Bajaj and Smt. Sarita Ojha during their tenure as Non-Executive Independent Directors of the Company.

e. Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

(i) that in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departure;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 and loss of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care 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;

(iv) that the Directors have prepared the annual accounts on a going concern basis and the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.;

(v) 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.

IV. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

Pursuant to Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Schedule VII to the Act, your Company has undertaken CSR activities in the areas of promoting education, health care including preventive health care, village development including water & sanitation and eradication of malnutrition.

The Annual Report on CSR activities comprising of brief outline of the CSR Policy, composition of the CSR Committee and highlights of the projects is given as Annexure B to this Report.

V. EMPLOYEES

a. Remuneration of Directors, KMPs and Employees

A statement containing the details of the Remuneration of Directors, KMPs and Employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given as Annexure-F to this Report.

As per Section 136 of the Act, the report and the financial statements are being sent to the Members and others entitled thereto, after excluding the disclosure on remuneration of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosure is available for inspection by the Members at the Registered Office of the Company during the business hours (11:30 A.M. to 4:30 P.M.IST) on all working days up to the date of the ensuing AGM. Any Member interested in obtaining a copy thereof, may write to the Company Secretary at secretarial@lohiasecurities.com

b. Employee Stock Option Scheme

No shares have been issued under any Employee Stock Option Scheme during the FY 2024-25.

c. Prevention of Sexual Harassment at Workplace

Your Company has adopted an Anti-Sexual Harassment Policy and constituted an Internal Complaints Committee in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No complaints were received during the financial year 2024-25.

VI. GOVERNANCE

a. Corporate Governance Report

Pursuant to Regulation 34(3) and Schedule V of the SEBI Listing Regulations, 2015, a Corporate Governance Report for FY 2024-25 and Certificate from the Statutory Auditors confirming compliance with the conditions of corporate governance prescribed under the SEBI Listing Regulations, 2015 is forming part of the Annual Report as Annexure - E.

b. Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, 2015 read with SEBI Master Circular No. SEBI/HO /CFD/PoD2/CIR/P/2023/120 dated 11 July 2023, the Business Responsibility and Sustainability Report (BRSR) for FY 2023-24 has not been prepared as your Company is not amongst the top one thousand listed entities based on market capitalization

c. Annual Return

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of draft annual return is placed on the website of the Company and can be accessed at http://www.lohiasecurities.com/annret.asp

d. Vigil Mechanism/Whistle Blower Policy

Pursuant to Section 177(9) & (10) of the Act and Regulation 22 of the SEBI Listing Regulations, 2015,your Company has adopted a Whistle Blower Policy to provide vigil mechanism for directors and employees, the details of which are provided in Point 10 of the Corporate Governance Report.

e. Board Evaluation

The annual performance evaluation of the Directors (including Chairman), Committees and the Board as a whole was carried out in compliance with the requirements of Section 178 of the Act and Regulation 17, 19 and 25 of the SEBI Listing Regulations, 2015. The criteria and manner of performance evaluation is given in Clause (III) (b) of the Corporate Governance Report.

f. Remuneration Policy

Pursuant to Section 178(3) of the Act and Regulation 19 of the SEBI Listing Regulations, 2015, your Company has adopted a Remuneration Policy for Directors, Key Managerial Personnel and Other Employees.

The salient features of the policy are given in Clause (III) (b) of the Corporate Governance Report.

The policy is also available on the website of the Company at https:/ /customerfirst.info/lohia/ Nomination_ and_Remuneration_Policy.pdf

g. Risk Management

Your Company has adopted a Risk Assessment and Management Policy. The Risk Management Committee of the Board reviews key risks affecting the Company and mitigation measures thereof. In the opinion of the Board, there are no elements of risks which may threaten the existence of the Company. The details of Risk Management Committee are given in Clause (III) (e) of the Corporate Governance Report.

h. Declaration by Independent Directors

All the Independent Directors have submitted Declaration of Independence confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act, Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations, 2015. Further, the Companys Independent Directors have affirmed that they have followed the Code for Independent Directors as outlined in Schedule IV to the Act.

i. Board and its Committees

The Board met 11 (seven) times during the year. The details of the Composition of the Board, its Committees and their Meetings are given in point (2) to (6) of the Corporate Governance Report.

During the year, the Board has accepted all the recommendations made by its Committees.

j. Related Party Transactions

Your Company has adopted a policy on Materiality of the Related Party Transactions and on dealing with the Related Party Transactions which is available on the website of the Company.

Materiality of Related Party Transactions and on Dealing with Related Party Transaction Policy.

During the year, your Company did not enter into any contracts/arrangements/transactions with the related parties requiring approval under Section 188(1) of the Act read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014. All the related party transactions were in the ordinary course of business and at arms length basis and there were no material related party transactions entered during the year. Therefore, disclosure in Form AOC-2 prescribed under Section 134(3)(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable to the Company. In accordance with Ind AS-24, the related party transactions are disclosed under Note No. 52 of the Standalone Financial Statements.

k. Public Deposits

Your Company has neither accepted nor has any outstanding deposits from the public within the meaning of Section 73 of the Act read with Rule 2 of the Companies (Acceptance of Deposits) Rules, 2014.

l. Particulars of Investments, Loans and Guarantees

The particulars of Investments, Loans and Guarantees covered under Section 186 of the Act and Schedule V of the SEBI Listing Regulations 2015. The Company has not given any loan and guarantee to anybody. Particulars of Investments are provided in Note No. 5 of the Standalone Financial Statements.

m. Disclosure on Significant and Material Orders

There were no significant and material orders passed by the Regulators, Courts or Tribunals during the year impacting the going concern status and the operations of the Company in future.

n. Compliance with Secretarial Standards

During the year, your Company has complied with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), issued under Section 118(10) of the Act, issued by the Institute of Company Secretaries of India.

VII. AUDITORS

a. Statutory Auditors

Messrs Patni & Co., Chartered Accountants (ICAI Firm Registration Number 320304E) were appointed as the Statutory Auditors of the Company to hold office for a term of 5 years from the conclusion of the 28th Annual General Meeting (AGM) held on 24th September, 2022, until the conclusion of the 33rd AGM of the Company to be held in the year 2027.

The Auditors Report for FY 2024-25 is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

The Auditors have also confirmed that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of ICAI.

b. Internal Auditors:

Company has in place an adequate internal audit framework to monitor the efficacy of internal audit framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, on independent and reasonable assurance on the adequacy and effectiveness of the organisations risk management, internal control and governance processes. The framework is commensurate with the nature of the business, size, scale and complexity of its operations with a risk based internal audit approach.

M/s. V. Goyal & Associates, Internal Auditors of the Company have carried out Internal Audit for FY 2024-25. The reports and findings of the Internal Auditors are periodically reviewed by the Audit Committee.

Pursuant to Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, have re-appointed M/s. V. Goyal & Associates as Internal Auditors of the Company for FY 2025-26.

c. Secretarial Auditors

Pursuant to Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A(1) of the SEBI Listing Regulations, 2015, M/s. K. Arun & Co., Practicing Company Secretaries (Firm Registration No. P1995WB0460), have conducted Secretarial Audit of the Company for FY 2024-25. The Secretarial Audit Report does not contain any qualification, reservation, observation, adverse remark or disclaimer for FY 2024-25. The report of Secretarial Audit in Form MR-1 is annexed herewith as Annexure-C. The Annual Secretarial Compliance Report under Regulation 24A of SEBI (LODR) Regulations, 2015 is annexed at Annexure-D to this Report.

The Board, at its meeting held on 29th May, 2025, based on the recommendation of the Audit Committee, has considered, approved, and recommended to the Members of the Company the appointment of M/s. K. Arun & Co. as Secretarial Auditors of the Company. The proposed appointment is for a term of 5 (five) consecutive years from the financial year 2025-26 to the financial year 2029-30, on payment of such remuneration as may be mutually agreed upon between the Board and the Secretarial Auditors from time to time.

M/s. K. Arun & Co. have confirmed they are not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria.

d. Secretarial Audit of Material Unlisted Indian Subsidiary

There is no Material Unlisted Indian Subsidiary of the Company as on 31st March, 2025 and as such the requirement under Regulation 24A of the Listing Regulations regarding the Secretarial Audit of Material Unlisted Indian Subsidiary is not applicable to the Company for the Financial Year 2024-25.

e. Cost Audit

The maintenance of cost records and conducting of cost audit in accordance with the provisions of section 148(1) of the Companies Act, 2013 are not applicable as the Company is not involved in the business of production or manufacturing of goods or providing of services as is mentioned under Rule 3 of Companies (Cost Records and Audit) Rules, 2014.

f. Boards Response on Auditors Qualification, Reservation or Adverse Remark or Disclaimer Made

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report or by the Practicing Company Secretary in their Secretarial Audit for FY 2024-25.

g. Reporting of Frauds by Auditors

During the year, neither the statutory auditors nor the secretarial auditor have reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees which has to be reported in the Annual Report.

VIII. INTERNAL FINANCIAL CONTROLS

The details of adequacy of Internal Financial Controls concerning the Financial Statements are given in point F of the Management Discussion and Analysis Report which forms part of the Annual Report.

IX. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO

A. Conservation of energy

i) The steps taken or impact on conservation of energy - The operations of the Company are not energy intensive. However, adequate measures have been taken for conservation of energy wherever possible.

ii) The steps taken by the Company for utilizing alternate sources of energy:- Though the operations of the Company are not energy intensive, the Company explores alternative sources of energy, as and when the necessity arises.

iii) The capital investment on energy conservation equipment - Nil

B. Technology absorption

i) The efforts made towards technology absorption - The Company extensively uses the information technology in its operations and has absorbed the technology required in this regard.

ii) The benefits derived like product improvement, cost reduction, product development or import substitution: The Company has leveraged the technology to optimise cost reduction and product development.

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

(a) the details of technology imported: Not Applicable

(b) the year of import: Not Applicable

(c) whether the technology has been fully absorbed: Not Applicable

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

iv) the expenditure incurred on Research and Development - Not Applicable.

C. Foreign Exchange Earning and Outgo

Your Company has not earned any foreign exchange during the year under review (Previous year - Nil). The Company has not incurred any expenses in foreign currency (last year- Nil) during the financial year.

Acknowledgement

The Board takes this opportunity in expressing their gratitude and appreciation to the various Government Authorities, Companys stakeholders, bankers, business associates, consultants for their continued support extended to the Company. The Board also acknowledges the continuous support received from its shareholders, valued clients, suppliers and employees of the Company.

	On behalf of the Board of Directors
	Mahesh Kumar Bajaj	Sudheer Kumar Jain
Place: Kolkata	Whole-time Director (Institutional Trade)	Whole-time Director
Date: 8th July, 2025	DIN: 00080157	DIN: 00075103