Polo Queen Industrial and Fintech Ltd Directors Report

To

The Members,

Your Directors are pleased to present the Forty First Annual Report on the operational and business performance of the Polo Queen Industrial and Fintech Limited (hereinafter referred to as "Company") together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31, 2025.

FINANCIAL RESULTS :

A summary of the financial performance of your Company for the financial year ended March 31, 2025, is as under:

(Amount in Thousands)

	Standalone		Consolidated
Particulars	Year Ended 31.03.2025	Year Ended 31.03.2024	Year Ended 31.03.2025	Year Ended 31.03.2024
Total Income	8,05,510.09	6,85,103.53	8,15,782.18	7,06,423.97
Total Expenses	7,78,011.06	6,66,765.15	7,78,558.00	6,68,723.93
Profit/(Loss) Before Taxation	27,499.03	18,338.38	37,224.18	37,700.04
Less: Provision for Taxation (net)	8,327.77	5,072.16	9,844.90	8,308.72
Less: Tax Adjustment relating to prior years	672.80	615.93	981.00	620.33
Less: Deferred Tax	12.28	28.04	12.28	28.04
Net Profit/ (Loss) after Tax	18486.18	12622.25	26386.01	28742.95

OPERATIONS

The net revenues from operations increased from Rs.6844.03 Lakhs to Rs. 8042.07 Lakhs in 2024-25. Profit before tax increased from Rs.183.39 Lakhs to Rs.275.00 Lakhs in 2024-25. The net profit was Rs.184.86 Lakhs compared to Rs.126.22 Lakhs in the previous year.

Detailed information on operational and financial performance of the Company for the financial year is given in the Management Discussion and Analysis Report which is set out separately with the Directors Report.

BUSINESS OVERVIEW & KEY DEVELOPMENTS

Your Companys FMCG business remains a highly attractive growth opportunity. As India advances towards a USD 10 trillion economy, demand for FMCG products is poised to grow across rural and urban markets.

We are actively expanding our reach through modern trade, online channels, and traditional sales networks, while simultaneously diversifying our FMCG product portfolio to capture emerging consumer trends.

Your Directors are pleased to inform that the Company has renewed its contract with renowned Bollywood actor and celebrity, Ms. Raveena Tandon, as the brand ambassador for select FMCG products. Ms. Tandon enjoys a strong pan-India fan following over several decades and is widely recognized for her credibility and reputation. Her continued association as a brand ambassador is expected to further strengthen consumer connect, attract new customers, and enhance the acceptance and appeal of the Companys products across diverse market segments. With the foregoing efforts we expect a substantial jump in your companys revenue for FY25-26.

With regard to the Mahad Agro Processing Project, your Company continues to be in active discussions with financial institutions to achieve a suitable breakthrough in its fund-raising initiatives so as to progress the project towards the execution stage. In this regard, the Company is appropriately leveraging the Mega Project status conferred on the Mahad project by the Government of Maharashtra.

The Mahad Agro Processing Project is expected to be a significant consumer of cash crops, thereby creating meaningful benefits for the farming community across India. The project also aligns with Government policy initiatives encouraging farmers to cultivate crops that positively impact the countrys water table and contribute to a reduction in subsidy outflows.

The output from the Mahad project is envisaged to have increasing applications in the food and pharmaceutical sectors, while also offering promising opportunities for use in the electronics and construction industries in the future.

Parallelly, in light of the ongoing digital transformation, the Companys proposed Data Centre initiative at Dombivli continues to remain active. Fund-raising efforts are underway to advance this project, which has become increasingly attractive given the surge in demand for digital infrastructure.

Your Companys greenfield expansion projects encompass products and services with multifaceted applications, reinforcing the long-term potential of these initiatives.

Despite global headwinds and geopolitical uncertainties, India continues to be an oasis of growth and stability, standing as the fastest-growing major economy in the world. With its focused expansion strategies, your Company is well-positioned to capitalize on Indias growth momentum in the coming years.

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of the Company are prepared in accordance with Section 129 of the Companies Act, 2013 ("Act") read with relevant Accounting Standards issued by the Institute of Chartered Accountants of India and forms part of this Annual Report. Pursuant to Section 136 of the Act, the standalone and consolidated financial statements of the Company along with the relevant documents form part of this Annual Report and separate audited accounts in respect of the subsidiary are available on the website of the Company.

DIVIDEND

With a view to conserving the resources, your Directors have decided not to recommend Dividend for the year.

Your Company has approved a policy for Dividend distribution and the same is uploaded on the Companys website which can be accessed using the link https://www.poloqueen.com/pdf/dividend-distribution-policy.pdf.

RESERVES

The Board opted not to propose any transfer to reserve at this time, choosing instead to allocate resources toward opportunities that may foster growth and resilience in the future. The decision reflects a careful consideration of our current needs and a strategic approach.

BUSINESS RISK MANAGEMENT

The Company manages and monitors principal risks and uncertainties that can impact the ability of the Company to achieve its targets/objectives. Timely reports are placed before the board for considering various risks involved in the Companys business/operations. The Board evaluates these reports and necessary/corrective action is then taken.

A brief report on risk evaluation and management is provided under Managements Discussion and Analysis Report forming part of this Annual Report.

Your Company has approved a policy for Risk Management and the same is uploaded on the Companys website which can be accessed using the https://www.poloqueen.com/pdf/risk-management-policy.pdf.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has a sound internal control system commensurate with its size and nature of business which provides a reasonable assurance in respect of financial and operational information, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Internal Auditors monitors and evaluate the efficiency and adequacy of internal financial control system in the Company, its compliance with operating systems, accounting procedures, application of the instructions and policies fixed by the senior management of the Company. The Audit Committee reviews the report on Internal Control submitted by the Internal Auditors on a quarterly basis.

Based on the assessment carried out by the Audit Committee, the internal financial controls were adequate and effective and no material weakness or significant deficiencies in the design or operation of internal financial controls were observed during the - financial year ended March 31, 2025.

DIRECTORS

As on March 31, 2025, the Board of Directors of your Company comprises of Fourteen (14) Directors consisting of Two (2) Whole-Time-Directors and Twelve

(12) Non-Executive Directors, out of which Seven (7) are Independent Directors including Two Women directors Independent Directors. The constitution of the Board of the Company is in accordance with Section 149 of the Act, and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("Listing Regulation").

The Board of Directors, at its meeting held on August 09, 2024, appointed the following individuals as Non-Executive Directors of the Company, effective from the respective dates of their appointment. The said appointments were subsequently approved by the shareholders at the Annual General Meeting held on September 27, 2024.

Mr. Dilip Ravalnath Nadkarni	Non-Executive- Independent Director	August 19, 2024
Mr. Dattaram Pandurang Shinde	Non-Executive- Independent Director	August 10, 2024
Mr. Krishna Babal Kauthankar	Non-Executive- Independent Director	August 19, 2024
Ms. Anagha Dattatray Joshi	Non-Executive - Independent Director	August 10, 2024
Mr. Sandeep Sadashiv Deshpande	Non-Executive- Independent Director	August 10, 2024

Mr. Natwarlal Sanwarlal Gaur and Mr. Aspi Nariman Katgara, who had completed their second term as Independent Directors of the Company on August 20, 2024, were, upon the recommendation of the Nomination and Remuneration Committee and after due consideration of their skills, experience, and performance, re-appointed by the Board as Non-Executive (Additional) Directors. Their re-appointment as Non-Executive Directors was subsequently approved by the shareholders at the Annual General Meeting held on September 27, 2024.

Subsequent to the year ended March 31, 2025, Mr. Nandlal Sanghai and Mr. Rahul Kumar Sanghai tendered their resignations on April 19, 2025 from the position of Non-Executive Directors of the Company. Further, Mrs. Feroza Jamsheed Panday resigned from the position of Independent Director of the Company with effect from June 16, 2025, citing personal reasons.

Furthermore, Mr. Prabhas Sanghai, who was serving as a Non-Executive Director of the Company, was redesignated as Executive Director with effect from May 28, 2025, and was subsequently appointed as the Chief Financial Officer of the Company with effect from July 04, 2025.

On the basis of the written representations received from the directors, none of the above directors are disqualified under Section 164 (2) of the Act.

RETIREMENT BY ROTATION

In terms of the provisions of Section 152(6) of the Act read with Articles of Association of the Company, Mr. Udit P. Sanghai (DIN: 06725206) and Mr. Prabhas Sanghai (DIN: 00302947), Directors of the Company, shall retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible offers himself for reappointment. The Board recommends his reappointment for the approval of Members. A resolution seeking Members approval for their re-appointment forms part of the Notice of the AGM. In accordance with Regulation 36 of the Listing Regulations and Secretarial Standard-2 on General Meetings, brief particulars and expertise of Director to be re-appointed together with their other Directorships and Committee memberships is given in the annexure to the Notice of the 41st AGM.

KEY MANAGERIAL PERSONNEL

Ms. Muskan Khandal resigned from the position of Company Secretary & Compliance Officer of the Company with effect from April 07, 2025. To fill the vacancy arising from her resignation, the Board appointed Ms. Gunjan Sanghavi as the Company Secretary & Compliance Officer with effect from July 04, 2025.

Further, Mr. Udit Sanghai, Whole-Time Director and Chief Financial Officer, stepped down from the position of Chief Financial Officer with effect from April 21, 2025. The Board, at its meeting held on July 04, 2025, appointed Mr. Prabhas Sanghai, Executive Director of the Company, as the Chief Financial Officer to fill the said vacancy.

Mr. Umesh Agarwalla and Mr. Udit Sanghai continue to serve as Whole-Time Directors of the Company.

SENIOR MANAGEMENT PERSONNEL

In terms of the Listing Regulations, the Company has identified the "Senior Management Personnel" which comprise all the Key Managerial Personnel of the Company excluding Non-Executive and Independent Directors.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board has carried out an annual performance evaluation of the Directors individually including Independent Directors, Board as a whole and of its various committees on parameters such as skills, knowledge, participation in meetings, contribution towards Corporate Governance practices, compliance with code of ethics etc.

The Independent Directors have carried out a performance evaluation of Non-Independent Directors, Chairman of the Board and Board as a whole with respect to knowledge to perform the role, time and level of participation, performance of duties and level of oversight and professional conduct and independence.

The Directors expressed their satisfaction with the evaluation process.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company after due assessment took on record the necessary declarations received from each of the Independent Directors under Section 149(7) of the Act, that they meet the criteria of Independence laid down in Section 149(6) of the Act, and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties. Further, all the Independent Directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Haryana ("IICA") as notified by the Central Government under Section 150(1) of the Act and shall undergo online proficiency self-assessment test within the time prescribed by the IICA, if applicable. The Board after taking these declarations/ disclosures on record and acknowledging the veracity of the same, is of the opinion that the Independent Directors of the Company possess requisite qualifications experience, expertise, hold highest standards of integrity and are independent of the Management of the Company. The terms and conditions of appointment of Independent Directors are available on t h e w e b s i t e o f t h e C o m p a n y https://www.poloqueen.com/policies-and-codes.php.

FAMILIARIZATION PROGRAMME FOR DIRECTORS

The Independent Directors of the Company are persons of integrity, possessing rich experience and expertise in the field of corporate management, finance, capital market, economic and business information. The Company has issued appointment letter to the Independent Directors setting out in detail, the terms of appointment, duties, roles & responsibilities and expectations of the Independent Director. The Board of Directors has complete access to the information within the Company. Presentations are regularly made to the Board of Directors / Audit Committee / Nomination, Remuneration and Compensation Committee / Stakeholders Relationship Committee on various related matters, where Directors have interactive sessions with the Management. Further the Managing Director also holds one to one discussion with the newly appointed Director to familiarize with the Companys operations. The details of the Companys familiarization programme for Independent Directors can be accessed a t w e b s i t e o f t h e C o m p a n y https://www.poloqueen.com/policies-and-codes.php.

CODE OF CONDUCT FOR DIRECTORS & SENIOR MANAGEMENT

The Board has adopted a Code of Conduct for Directors & Senior Management in accordance with the provisions of the Act, and Regulation 17(5) of Listing Regulations. The Code also incorporates the duties of Independent Director All the Board Members and Senior Management Personnel have confirmed compliance with the Code. A declaration to that effect signed by the Whole Time Director forms part of the Corporate Governance Report. A copy of the Code has been put on the Companys website.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Board of Directors affirms that the Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Companies Secretaries of India and that such systems are adequate and operating effectively. The Company has complied with the applicable Secretarial Standards.

BOARD MEETINGS

During the year, Five Board Meetings were held, details of which are given in the Corporate Governance Report.

The intervening gap between two consecutive meetings was within the period prescribed under the Act, Secretarial Standards on Board Meetings and Listing Regulations as amended from time to time

BOARD COMMITTEES

The Board has constituted following Committees in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

Audit Committee

Nomination Remuneration Committee

Stakeholders Relationship Committee

Risk Management Committee

All decisions pertaining to the constitution of the Committees, appointment of members and fixing of terms of reference/role of the Committees are taken by the Board of Directors.

Details of the role and composition of these Committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Report, which forms a part of the Annual Report.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any Joint Venture or Associate Company. The details of the performance of the subsidiary companies are as follows:

i. POLO QUEEN CAPITAL LIMITED (PQCL)

PQCL is a wholly owned subsidiary of the Company. It was incorporated on March 15, 2016 for the purpose of carrying on the business of Non-Banking Finance Company. PQCL has received Certificate of Registration from the Reserve Bank of India dated September 22, 2017 for carrying on the business of Non-Banking Financial Institution without accepting public deposits. PQCL has commenced its Financial Business. PQCL has invested funds in Equities through portfolio management consultants. As on March 31, 2025, the PQCLs Net Owned Funds are Rs. 511.74 Lakhs. PQCL earned profit of Rs. 78.84 Lakhs through its operations during the year.

ii. POLO QUEEN SOLUTIONS LIMITED (PQSL)

PQSL is a wholly owned subsidiary of the Company. PQSL was incorporated on March 3, 2016. The plans for activities in this company will be shared with you once this fructifies. The authorised Share Capital and paid up Share capital of PQSL are 10.00 lakhs and 5.00 lakhs respectively. As on March 31, 2025, PQSLs Networth is Rs. 4.90 Lakhs. PQSL earned profit of Rs. 0.084 lakhs through its operations during the year.

iii. POLO QUEEN PHARMA TRADE INDUSTRY

LIMITED (PQPL)

PQPL is a wholly owned subsidiary of the Company. It was incorporated on March 3, 2016. The plans for activities in this company will be shared with you once this fructifies. The authorised Share Capital and paid up Share capital of PQPL are Rs. 10.00 lakhs and Rs. 5.00 lakhs respectively. As on March 31, 2025, PQPLs Networth is Rs. 4.90 Lakhs. PQPL earned profit of Rs. 0.077 Lakhs through its operations during the year.

A statement containing salient features of the financial statements in Form AOC-1, as required under Section 129 (3) of the Act, forms a part of this Annual Report.

Your Company has approved a policy for determining material subsidiaries and the same is uploaded on the Companys website which can be accessed using the link https://www.poloqueen.com/pdf/revised-policy-on-material-subsidiary.pdf. As per this Policy, your Company does not have any material subsidiary.

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act and Listing Regulations during the financial year were on an arms length basis and in the ordinary course of business.

The policy has been disclosed on the website of the Company at www.poloqueen.com. Web link for the same is https://www.poloqueen.com/pdf/policy-on-related-party-transactions(2).pdf.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Act in Form AOC-2 is provided as Annexure 1 to this Board Report.

NOMINATION AND REMUENRATION POLICY

A committee of the Board named as "Nomination and Remuneration Committee" has been constituted to comply with the provisions of Section 178 of the Act and Regulation 19 of Listing Regulations to recommend the Companys policy on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters and to frame proper systems for identification, appointment of Directors & KMPs, payment of remuneration to them and evaluation of their performance. The policy is also posted on the Companys website at https://www.poloqueen.com/pdf/nomination-and-remuneration-policy.pdf.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans given, guarantees given, investments made and securities provided by the Company during the year under review, are in compliance with the provisions of Section 186 of the Act and the Rules made thereunder and details are given in the Note 5 to the Financial Statements forming part of the Annual Report. All the loans given by the Company to the body corporate are towards business purpose.

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

The Company does not own any manufacturing facility and hence the particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Accounts) Rules, 2014 are not applicable. The Company has earned Rs. Nil in foreign exchange and has spent Rs. 47.92 Lakhs in Foreign Exchange during the accounting year ended 2024-25.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by your Directors, they make the following statements in terms of Section 134(3)(c) of the Act that:

a) In the preparation of the Annual Accounts, the applicable standards had been followed along with proper explanation relating to material departure;

b) had selected such accounting policies and applied them consistently and made judgements 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;

c) had 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 prevention and detection of fraud and other irregularities;

d) had prepared the Annual Accounts on a going concern basis;

e) laid down that the internal financial controls were adequate and operating effectively;

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

DEPOSITS

Your Company has not accepted any deposits from the public during the year within the meaning of Sections 73 to 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

LOAN FROM DIRECTORS

During the financial year, the Company has taken loan from Directors of the Company, and declaration in to that effect have been received and the details are as given below:

S. No. Name of Director	Loan taken during the year	Balance as on March 31, 2025
	(Rs. In Lakhs)	(Rs. In Lakhs)
1. Mr. Nandlal Sanghai	20.80	342.10
2. Mr. Rahul Sanghai	160.83	105.56
3. Mr. Prabhas Sanghai	36.47	142.80
4. Mr. Udit Sanghai	161.15	15.55

PARTICULARS OF EMPLOYEES

The Company has no employee in receipt of remuneration in excess of the limit prescribed in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of employees required under Rule 5 of the aforesaid Rules, are attached as Annexure 2 to this Report.

VIGIL MECHANISM /WHITSLE BLOWER POLICY

The Company has a Vigil Mechanism and Whistle-Blower Policy to deal with instances of fraud and mismanagement, if any, and conducting business with integrity, in accordance with all applicable laws and regulations. The summary of the policy has been disclosed on the website of the Company at www.poloqueen.comWeblink for the same is http://poloqueen.com/pdf/vigil-mechanism-policy.pdf.

AUDITORS

M/s. N K Jalan & Co., Chartered Accountants (Firm Registration No. 104019W), were appointed as Statutory Auditors of the Company in the 40th Annual General Meeting to fill the casual vacancy arising from the resignation of M/s. Kava & Associates (Firm Registration No. 145721W), as approved by the Board of Directors on the recommendation of the Audit Committee.

Further, based on the recommendation of the Audit Committee, the Board has recommended the appointment of M/s. N K Jalan & Co., Chartered Accountants, as the Statutory Auditors of the Company for a term of 4 (four) years, to be approved by the shareholders at the ensuing Annual General Meeting

There is no qualifications, observations or remarks in the Auditors Report for the financial year ended March 31, 2025.

AUDITORS REPORT

During the year under review, the Auditor has not reported any matter under section 143 (12) of the Act and therefore no default disclosed under section 134 (3) (ca) of the Act.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.

REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the Statutory Auditors nor Secretarial Auditors have reported to the Audit Committee under Section 143(12) of the Act, any instances of fraud committed against your Company by its officers and employees, details of which would need to be mentioned in the Directors Report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of

Directors have, in their meeting held on May 28, 2025 reappointed M/s. Dipti Nagori, Practicing Company Secretary (C.P. No. 9917) for a term of 5 (five) years to undertake the Secretarial Audit of the Company for the financial year 2025-26 till 2029-2030. The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed herewith as Annexure - 3 to this Report. The Secretarial Audit Report does not contain any reservation, qualification or adverse remark.

INTERNAL AUDIT

The Board of Directors have, in their meeting held on May 28, 2025 re-appointed Mr. Janak Mehta, Chartered Accountants as Internal Auditors for the financial year 2025-26.

MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Act are not applicable to the Company. Accordingly, there is no requirement of maintenance of cost records as specified under Section 148(1) of the Act.

ANNUAL RETURN

In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on t h e w e b s i t e o f t h e C o m p a n y https://www.poloqueen.com/form.php.

INSOLVENCY AND BANKRUPTCY CODE

During the financial year under review, no applications was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceeding was pending at the end of the financial year under review.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There was no instance of one-time settlement with any Bank or Financial Institutions during the period under review.

SHARE CAPITAL

Authorised Capital

The Authorised Capital of the Company is Rs. 1,13,00,00,000, comprising of 56,50,00,000 Equity Shares of Rs. 2/- each.

Issued, Subscribed & Paid-Up Capital

The issued, subscribed and paid-up Share Capital as on March 31, 2025 was Rs. 67,15,00,000, comprising of 33,57,50,000 Equity Shares of the face value of Rs. 2 each, fully paid up.

POLICY ON SEXUAL HARASSMENT

The Company has adopted Policy on Prevention of Sexual Harassment of Women at the Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year ended March 31, 2025, the Company has not received any complaints pertaining to sexual harassment.

Summary of Report on matter reported under the Prevention of Sexual Harassment at workplace policy of the Company for the financial year ended March 31, 2025:

S. No. Nature	Complaints received	Complaints pending	Complaints resolved	Total
1. Prevention of Sexual Harass- ment at Work- place ("POSH")	0	0	0	0
Total	0	0	0	0

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 (2) (e) of Listing Regulations, a report on Management Discussion & Analysis Report forms part of the Annual Report.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance forms part of this Annual Report. The Auditors Certificate on compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators /Courts/ Tribunals which would impact the going concern status of the Company and its future operations.

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 between the end of the financial year to which the financial statements relate and the date of this Report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

c) The Whole-Time Directors of the Company do not receive any remuneration or commission from any of its subsidiaries.

OTHERS

Your Directors confirms that there has been no failure in implementation of any Corporate Action during the financial year 2024-2025.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in a separate Section in this Report, describing the Companys objectives, projections, estimates and expectations may constitute forward looking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

ACKNOWLEDGEMENT

The Directors wish to take this opportunity to express their sincere thanks to the Companys Bankers for their valuable support and the Shareholders for their confidence in the Company.

	For and on behalf of the Board of Directors
	PRABHAS SANGHAI	UMESH KUMAR AGARWALLA
Place : Mumbai	EXECUTIVE DIRECTOR AND CFO	WHOLE TIME DIRECTOR
Date : July 24, 2025	DIN: 00302947	DIN: 00231799