Mehta Integrated Finance Ltd Directors Report

To,

The Members/Shareholders,

Your Directors are pleased to present the 40^th Annual Report along with audited accounts of your Company for the Financial Year ended 31^st March, 2025

FINANCIAL PERFORMANCE:

The Financial Performance of the Company for the financial year ended on 31^st March 2025, as compared to the previous year ended on 31^st March 2024 is summarized below: -

Particulars	1st April, 2024 to 31st March, 2025	1st April, 2023 to 31st March, 2024
Income from operations	4.05	0.75
Other Income	104.59	209.69
Total Revenue	108.64	210.44
Operating & Administrative Expenses	(65.97)	(55.22)
Operating Profit before interest, depreciation and tax	42.67	155.22
Depreciation/ Amortization	(1.32)	(0.83)
Profit/(loss) before finance costs and exceptional items	41.35	154.39
Interest and financial charges	0.00	0.00
Exceptional items	0.00	0.00
Profit/(loss) before tax	41.35	154.39
Tax Expense	0.00	0.00
Profit/(loss) after tax	41.35	154.39

PERFORMANCE HIGHLIGHTS:

The total revenue of the Company decreased 51.62% during the current financial year which commenced on 1^st April, 2024 and ended on 31^st March, 2025 was Rs. 108.64 lacs against Rs. 210.44 lacs in the previous financial year which commenced on 1^st April, 2023 and ended on 31^stMarch, 2024. The Total expenditure increased during the current financial year were Rs. 67.29 lacs against Rs. 56.05 lacs in the previous financial year. The Company generated Profit after Tax for the year under review at Rs. 41.35 lacs as compared to the said figure during the previous financial year were Rs. 154.39 lacs. The Directors trust that the shareholders will understand the current scenario and find the performance of the Company for financial year commencing from 1^st April, 2024 and ending on 31^st March, 2025 to be satisfactory. The Earning per Share (EPS) of the Company is 0.83 per share for the year under review as against 3.09 per share in the previous financial year.

BUSINESS OPERATIONS AND FUTURE OUTLOOK:

The Company is a registered category I merchant banker since 1992 and is essentially concentrating on advisory and consultancy assignments in capital markets, business reorganization, investments, fund raising and corporate restructuring. The Company is investing its surplus funds in the Capital Market and other financial instruments in view of the long term prospects of the Indian Economy and the Company is confident that it would be able to take advantage of emerging opportunities in the coming years.

DIVIDEND:

In view of losses incurred in the earlier years and to strengthen the capital base of the Company, your Directors have decided not to recommend any dividend on Equity Shares for the year under review.

AMOUNTS TO BE CARRIED TO ANY RESERVES:

In order to meet any contingencies in the coming years, your directors have proposed not to transfer any amounts from Profit & Loss account to reserves of the Company.

FINANCE

During the year under review, the Company has not made any borrowings from banks or any financial institutions or other parties.

CHANGE IN SHARE CAPITAL OF THE COMPANY

The Authorized Share Capital of the Company as at 31^st March, 2025 stood at Rs. 5,00,00,000/- (Rupees Five Crore only) and paid-up capital stood at Rs. 5,00,00,000/- (Rupees Five Crore only). During the year, there is no change in capital structure of the Company.

CHANGE IN THE NATURE OF THE BUSINESS:

During the year, there is no change in the nature of the business of the Company.

MATERIAL CHANGES AND COMMITMENTS

There are no other material changes and commitments that have occurred between the end of financial year of the Company and the date of this report affecting the financial position of the Company as at 31^st March, 2025.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

Your Company does not have any Subsidiaries, Joint Ventures and Associate Companies.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Vishwesh D. Mehta (DIN:00484785), Director of the Company retires by rotation at the ensuing 40^th Annual General Meeting and being eligible offers himself for reappointment. The Board recommends his re-appointment.

Confirmation of Appointment/Retirement : There were no appointments and reappointment requiring approvals from members at the ensuing 40^th Annual General Meeting of the Company. : NIL

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As Company does not fall under the criteria specified in Section 135(1) of Companies Act, 2013, hence during the year under review the disclosure required under Section 134 (3) (o) of the Act is not applicable to the Company.

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

Your Company is not involved in carrying out any manufacturing activity. The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is therefore, not required to be furnished.

RELATED PARTY TRANSACTIONS:

Your Company had not entered into any contract or arrangement with related parties, which is not at arms length price in terms of Section 188 (1) of the Companies Act, 2013. The disclosure of related party transactions as required to be made under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is therefore, not applicable. Transactions with related parties, as per requirements of Indian Accounting Standard (IND AS -24) are disclosed in the notes to accounts annexed to the Financial Statements.

AUDITORS & AUDITORS REPORT:

M/s. Asim Ravindra & Associates, Chartered Accountants (FRN:118775W), Ahmedabad were appointed under the provisions of Section 139,141 and 142 of the Companies Act, 2013 read with the rules, circulars and notifications thereto to hold office as Statutory Auditors of the Company for the consecutive period of five years term commencing from the conclusion of the last 37^th Annual General Meeting of the Company till the conclusion of the 42^nd Annual General Meeting for the Financial year 2026-27 to be held in the calendar year 2027 at the remuneration as fixed between the Board of directors and the Statutory Auditors of the Company. The Company has received a declaration from the Statutory Auditors that they are eligible to be appointed as the Statutory Auditors of the Company from the conclusion of the ensuing 40^th Annual General Meeting till the conclusion of the next 41^st Annual General Meeting of the Company for the Financial year 2024-25 that they are not disqualified under Section 140 and 141 of the Companies Act, 2013.The Board recommend to the members to approve the Statutory Auditors Independent Audit Report on the financial Statements along with the notes on the accounts for the Financial year ended on 31^st March, 2024 at this 39^th Annual General Meeting.

AUDIT QUALIFICATION:

The notes on financial statements referred to in the Auditors Report for the financial year 2024-25 does not contain any qualification, reservation or adverse remarks and are self-explanatory and do not call for any further explanation/comment from the board.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors of the Company had appointed M/s. P. P. Patel & Brothers, Chartered Accountants (FRN:107743W), Himatnagar, as an Internal Auditors of the Company for the FY 2025-26.

COST AUDITORS

The Company was not required to maintain cost records and appoint Cost Auditor as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

REPORTING OF FRAUDS BY THE AUDITOR:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of the Act and Rules framed thereunder.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013, the Extract of Annual Return in form MGT-7 has been placed on the

Companys website at http://www.mehtaintegratedfinance.com

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with.

SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014, the Board of Directors had appointed M/s. Rohit Bajpai, Practicing Company Secretaries, (FRN : M. No. 18490 & COP No. 6559), Ahmedabad, as Secretarial Auditors of the Company for FY 2024-25. The Secretarial Audit Report for FY 2024-25 is annexed herewith as Annexure-B. There are no adverse observations in the Secretarial Audit Report which call for explanation.

Further, your directors have approved appointment of M/s. Rohit Bajpai, Practicing Company Secretaries, (FRN : M. No. 18490 & COP No. 6559), Ahmedabad, as Secretarial Auditors of the Company for a term of five consecutive years from FY 2025-26 to FY 2029-30 at a remuneration as may be determined by the Members of the Company at the ensuing 31^st Annual General Meeting of the Company pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MANAGEMENT DISCUSSION AND ANALYSIS:

The report on Management Discussion and Analysis is annexed to this Report as Annexure-C.

BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report as stipulated under Regulation 34(2) (f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the FY ended 31^st March, 2025.

SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY:

We are continuously striving to promote better and more effective sustainability policy and practices. In order to ensure transparent communication of our sustainability efforts to all our stakeholders we have made conscious efforts through technology innovation and effective communication and transparency. Further, the Company considers CSR as part of its activity and believes that it is imperative for the growth of the country and company. The company is not required to constitute Corporate Social Responsibility Committee of Board under Section 135(1) of Companies Act, 2013 for the financial year 2024-25.

BOARD MEETINGS:

The Board of Directors met 6 (Six) times during the Financial Year 2024-25 are given below :

Sr. No.	Date	Directors Present
1.	21/05/2024	6
2.	29/05/2024	6
3.	12/08/2024	5
4.	06/09/2024	5
5.	14/11/2024	6
6.	14/02/2025	5

The Composition of the board and details of attendance of the members at the board meetings during the Financial Year 2024-25 are given below:

Sr. No. Name of Director	Board Held	Meetings Attended
1. Bhavna D. Mehta (Chairperson)	6	6
2. Chirag D. Mehta (Ceased as member due to death on 02.01.2025	5	5
3. Dhananjay J. Chokshi (ID)(Retired on 25.07.2024) @	2	2
4. Ramniklal D. Sojitra (ID) (Retired on 12.08.2024) **	3	3
5. Vishwesh D. Mehta (Managing Director & CFO)	6	6
6. Shrikant S. Kolhar ( Independent Director)	6	6
7. Mrs. Rupal Amin (*Appointed as Independent Director at the last AGM held on 30.09.2024)	3	3
8. Mr. Mehulkumar V. Patel (*Appointed as Independent Director at the last AGM held on 30.09.2024)	2	2

@ Dhananjay J. Chokshi ceased as the director w.e.f. 25.07.2024 on retirement after close of the business hours of the Company.

** Ramniklal D. Sojitra ceased as the Independent Director on retirement w.e.f. 12.08.2024 after close of the business hours of the Company.

* Mrs. Rupal Amin (DIN : 10724154) was appointed as Independent Director at the 39^th AGM of the Company held on 30.09.2024.

* Mr. Mehul V. Patel (DIN :10746540) was appointed as Independent Director at the 39^th AGM of the Company held on 30.09.2024.

AUDIT COMMITTEE MEETINGS:

During the year under review Audit Committee met 6 (Six) times on the dates as follows:

Sr. No.	Date	Members Present
1	21/05/2024	4
2	29/05/2024	4
3	12/08/2024	3
4	06/09/2024	3
5	14/11/2024	4
6.	14/02/2025	4

The Composition of the Audit Committee and details of attendance of the members at the committee meetings during the financial year 2024-25 are given below:

Sr. No. Name Category	No. of Meetings Held	during the year Attended
1. Ramniklal D. Sojitra Chairman, Independent Director(** Ceased as Chairman/Member w.e.f. 12.08.2024 on retirement)	3	3
2. Dhananjay J. Chokshi Independent Director(@ ceased as member w.e.f. 25.07.2024 on retirement)	2	2
3. Bhavna D. Mehta Non-Executive & Non Independent Director	6	6
4. Shrikant S. Kolhar Independent Director (Appointed as Chairman w.e.f. 12.08.2024)	6	6
5. Mrs. Rupal Amin *Appointed as member w.e.f. 12.08.2024 and Chairperson w.e.f. 06.09.2024)	3	3
6. Mr. Mehulkumar V. (Appointed as member w.e.f. 06.09.2024) Patel	2	2

@ Dhananjay J. Chokshi ceased as the member of the Audit Committee w.e.f. 25.07.2024 on retirement after close of the business hours of the Company.

** Ramniklal D. Sojitra ceased as the Chairman/Member of the Audit Committee on retirement w.e.f. 12.08.2024.

* Mrs. Rupal Amin (DIN : 10724154) was appointed as member of the Audit Committee w.e.f. 12.08.2024 after close of the business hours of the Company.

$ Mr. Mehulkumar V. Patel (DIN : 10746540) was appointed as member of the Audit Committee w.e.f. 06.09.2024 after close of the business hours of the Company.

The Audit Committee is duly constituted in accordance with the requirements of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company Secretary of the Company acts as Secretary of the Committee.

NOMINATION AND REMUNERATION COMMITTEE MEETINGS:

As there were Appointments and Re-appointments/Resignations of Directors / Key Managerial Personnel during the financial year 2024-25 under review, there were requirement to conduct Nomination and Remuneration Committee Meetings and hence the meetings of the Nomination and Remuneration Committee were held to decide qualified persons and recommended the appointment of Director / Key Managerial Personnel of the Company.

NUMBER OF NOMINATION & REMUNERATION COMMITTEE MEETINGS:

During the year under review, Nomination & Remuneration Committee met 4(Four) times on the dates as follows:

Sr. No.	Date	Members Present
1.	29/05/2024	4
2.	12/08/2024	3
3.	06/09/2024	3
4.	14/02/2025	4

The Composition of the Nomination & Remuneration Committee and details of attendance of the members at the Committee Meetings during the financial year 2024-25 are given below:

Sr. No. Name	Category	No. of Meetings Held	during the year Attended
1. Dhananjay J. Chokshi*	Independent Director(@ Retired as member w.e.f. 25.07.2024)	1	1
2. Bhavna D. Mehta	Non-Executive Director	4	4
3. Ramniklal D. Sojitra	Independent Director (* Ceased as Member on retirement w.e.f. 12.08.2024 after close of business hours)	2	2
4. Shrikant S. Kolhar**	Independent Director ( Appointed as Chairman of the Committee w.e.f. 12.08.2024)	4	4
5. Mrs. Rupal Amin	Independent Director (Appointed as member w.e.f. 12.08.2024 & Chairperson w.e.f..06.09.2024)	2	2
6. Mr. Mehulkumar V. Patel	Additional Director(I) (Appointed as member w.e.f. 06.09.2024)	1	1

@ Dhananjay J. Chokshi ceased as the member of the Nomination and Remuneration Committee w.e.f. 25.07.2024 on retirement after close of the business hours of the Company.

** Ramniklal D. Sojitra ceased as the Member of the Nomination and Remuneration Committee on retirement w.e.f.

12.08.2024.

*** Mrs. Rupal Amin (DIN : 10724154) was appointed as member of the Nomination and Remuneration Committee w.e.f. 12.08.2024 after close of the business hours of the Company.

$ Mr. Mehulkumar V. Patel (DIN : 10746540) was appointed as member of the Nomination and Remuneration Committee w.e.f. 06.09.2024 after close of the business hours of the Company.

The Nomination & Remuneration Committee is duly constituted in accordance with the requirements of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company Secretary of the Company acts as Secretary of the Committee,

STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS:

During the financial year 2024-25 under review, Stakeholders Relationship Committee met 4 (Four) times on the dates as follows:

Sr. No.	Date	Members present
1	29/05/2024	4
2	12/08/2024	3
3	14/11/2024	4
4	14/02/2025	4

4 14/02/2025 4

The composition of the Stakeholders Relationship Committee and details of meetings attended by the members are given below:

Sr. No. Name	Category	No. of Meetings Held/Entitled	during the year Attended
1. Dhananjay J. Chokshi	Independent Director(@ Retired as member w.e.f. 25.07.2024)	1	1
2. Ramniklal D. Sojitra	Independent Director (** Ceased as Member on retirement w.e.f. 12.08.2024)	2	2
3. Bhavna D. Mehta	Non-Executive Director	4	4
4. Shrikant S. Kolhar	Independent Director (Appointed as Chairman w.e.f. 02.09.2023)	4	4
5. Mrs. Rupal Amin	Additional Director(I) & (***Appointed as member w.e.f. 12.08.2024 & Chairperson w.e.f. 14.11.2024)	2	2
6. Mr. Mehul V. Patel	Additional Director(I) & ($ Appointed as member w.e.f. 06.09.2024)	2	2

@ Dhananjay J. Chokshi ceased as the member of the Stakeholders Relationship Committee w.e.f. 25.07.2024 after close of the business hours of the Company.

** Ramniklal D. Sojitra ceased as the Member of the Stakeholders Relationship Committee on retirement w.e.f.

12.08.2024.

*** Mrs. Rupal Amin (DIN : 10724154) was appointed as member of the Stakeholders Relationship Committee w.e.f. 12.08.2024 after close of the business hours of the Company and Chairperson w.e.f. 14.11.2024 .

$ Mr. Mehulkumar V. Patel (DIN : 10746540) was appointed as member of the Stakeholders Relationship Committee w.e.f. 06.09.2024 after close of the business hours of the Company.

The Stakeholder & Relationship Committee is duly constituted in accordance with the requirements of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company Secretary of the Company acts as Secretary of the Committee.

INDEPENDENT DIRECTORS MEETING:

The Independent Directors met on 14.02.2025 without the attendance of Non-Independent Directors and Members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS :

The Evaluation of Board, its Committees and Individual Directors was carried out as per the process and criteria laid down by the Board of Directors.

One of the Independent Director obtained and consolidated feedback from all Directors. Based on the feedback, the Board expressed satisfaction with the overall functioning of the Board, the Committees and performance of the Directors.

SECRETARIAL STANDARDS

The Directors states that applicable Secretarial Standards, i.e. SS-1 & SS-2 have been duly followed by the Company.

DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

There was no application made or proceedings pending under Insolvency and Bankruptcy Code, 2016 during the period under review.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Companys policy on Directors appointment and remuneration and other matters provided in section 178(3) of the Companies Act, 2013 is available on the website of the Company at http://mehtaintegratedfinance.com/

VIGIL MECHANISM:

Pursuant to Section 177(9) of the Act, a vigil mechanism has been established for Directors and employees to report to the management, instances of unethical behaviour, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The said policy is uploaded on the website of the Company at http://mehtaintegratedfinance.com/

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which form part of this report.

RISK MANAGEMENT:

The Company is not statutorily required to form risk management committee. However, the Audit Committee of the Company evaluates the risk management system regularly.

COMMITTEES OF BOARD:

Details of various committees constituted by the Board of Directors as per the provisions of applicable sections and provisions of Companies Act, 2013 and SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 are given in this report and forms part of the board report. Mr. Dhananjay J. Chokshi, Independent Director and Chairman /Member retired on 25.07.2024, as a result of which, the Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee of the Board were re-constituted with effect from 12.08.2024 by appointing Mrs. Rupal Amin as member of the above three committees in place of Mr. Dhananjay J. Chokshi ,Chairman /Member retired on 25.07.2024.

Mr. Ramniklal D. Sojitra, Independent Director and Chairman /Member retired on 12.08.2024, as a result of which, the Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee of the Board were also re-constituted with effect from 06.09.2024 after the close of the business hours by appointing Mr. Mehulkumar V. Patel, as member of the above three committees in place of Mr. Ramniklal D. Sojitra, Chairperson /Member retired on 12.08.2024.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186:

During the year under review, your Company has not made any Loans and advances in the nature of loans to Subsidiaries or to Firms/Companies in which directors are interested. Hence disclosure pursuant to Regulation 34(3) read with Part A of Schedule V of the Listing Regulation is not required. It has also not given any Guarantees or made Investments in excess of the limits within the meaning of Section 186 of the Companies Act, 2013.

STATEMENT ON DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTOR:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, there has been no change in the circumstances which may affect their status as Independent Director during the year 2024-25.

DEPOSITS:

During the year under review, your Company has not accepted any fixed deposits within the meaning of the provisions of Chapter V – Acceptance of Deposits by Companies read with rules thereto.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There were no significant and material orders passed by the regulators or courts or tribunals which would impact the going concern status of the Company and the Companys future operations.

DEMATERIALISATION OF SHARES:

To provide best services to the shareholders and investors, Companys equity shares are made available for dematerialization in electronic form in the Depository systems operated by National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL).

SEBI has recently mandated furnishing of Permanent Account Number (PAN), KYC details (i.e. Postal Address with pin code, email address, mobile number, bank account details) and nomination details by holders of securities. Effective from January 01, 2022, any service requests or complaints received from the Member will not be processed by RTA till the aforesaid details/documents are provided to RTA. On or after April 01, 2023, in case any of the above cited documents/details are not available in the Folio(s), RTA shall be constrained to freeze such Folio(s). SEBI vide its circular dated 17.11.2023 reference to term "freezing"/"frozen" has been delated and referral of folios by the RTA / Listed Company to the administering authority under the Benami Transactions Prohibitions)Act, 1988 and/or Prevention Money Laundering Act, 202 have been done away with.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

a) that in preparation of the annual financial statements for the financial year ended on 31^st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures if any;

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

c) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going concern basis;

e) that the proper internal financial controls were in place and that financial controls were adequate and were operating effectively;

f) that proper systems to ensure compliance with the provisions of all applicable laws were in place were adequate and operating effectively;

PARTICULARS OF EMPLOYEES :

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure –D.

None of the employees of the Company are in receipt of remuneration in excess of the limits which are required to be disclosed by way of statement under Section 197 of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The statement containing particulars of such employees is therefore not required to be furnished.

CORPORATE GOVERNANCE:

The new Listing Regulations has provided exemption under regulation 15(2)(a) from applicability of Corporate Governance provisions as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and para C,D and E of Schedule V in respect of listed entities having paid-up Equity share Capital not exceeding rupees ten crores and net worth not exceeding rupees twenty five crores as on the last day of the previous financial year 2023-24.

Your Company falls under the exemption criteria as laid down under Regulation 15(2) (a) and therefore, not required mandatorily to comply with the said regulations. The Company therefore is not required to make disclosures in Corporate Governance Report as specified in Para C of Schedule V to the Listing Regulations. However, pursuant to Regulation 15(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, notwithstanding sub-regulation (2) of regulation 15, the provisions of Companies Act, 2013 shall continue to apply, wherever applicable. The certificate as required under Schedule V (E) of the Listing Regulations, regarding compliance of conditions of Corporate Governance is annexed to this report as Annexure-E.

DEMAT SUSPENSE ACCOUNT:

There are no shares in Demat Suspense/Unclaimed Suspense Account.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

No complaint has been brought to the notice of the Management during the year ended 31^stMarch, 2025.

DIRECTORS DISQUALIFICATION :

All the directors of the company have confirmed that they are not disqualified from being appointed as directors in term of Section 164 of the Companies Act, 2013

DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016 :

There was no application made or proceedings pending under Insolvency and Bankruptcy Code 2016 during the period under review.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WITH TAKING LOAN FROM THE BANK OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

No such incidence took place during the year.

FINANCIAL YEAR ALIGNED WITH THE REQUIREMENTS OF COMPANIES ACT, 2013 :

The Company has aligned the period of financial year to commence from 1^st April and end on 31^st March every year in compliance with the requirement of section2(41) of the Companies Act 2013.

REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made there under.

ACKNOWLEDGEMENT:

The Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, RTA, Auditors and Practicing Company Secretary which have contributed to the successful management of the Companys affairs.

The Directors also take this opportunity to thank all the Stakeholders, Investors, Clients, Banks, Government, Regulatory Authorities and Stock Exchange for their continued support.