Pyxis Finvest Ltd Directors Report

(In compliance with section 134(3) of the Companies Act, 2013 ("the Act") read with Rule 8 of the Companies (Accounts) Rules, 2014) Dear Shareholders,

Your Companys Directors are pleased to present the 20^th Annual Report of the Company, along with Audited Accounts, for the financial year ended 31^st March, 2025.

Financial Highlights / Performance [Section 134 r/w Rule 8(1) & 8(5)(i)]

Disclosure relating to the financial performance of the Company for the year under review together with previous years figures are given hereunder.

Particulars	For the year ended 31st March, 2025	For the year ended 31st March, 2024
Net Sales / Income from Business Operations & Other Income	170	236
Net Profit/(loss) before Tax	46	213
Net Profit/(loss) after Tax	34	156
Earnings per share (Basic) (in Rs.)	0.29	1.36
Earnings per share (Diluted) (in Rs.)	0.29	1.36

The Company does not have any subsidiary/joint ventures/ associates.

Financial Performance and state of Companys affairs [Section 134(3)(i)]

During the year under review, your Company has recorded a total income of Rs. 170 lac against Rs. 236 lac in the previous year. The Company has made profit before tax of Rs. 46 lac for the current financial year as compared to profit before tax of Rs. 213 lac in the previous year.

Dividend lSection 134(3)(k)l

To strengthen the financial position of the Company and to augment working capital, the Board of Directors has not declared any dividend

Transfer to Reserves [Section 134(3)(i)l

Except for transfer of 20% of net profit to reserve fund created u/s 45-IC of the Reserve Bank of India Act, 1934 (including for prior period) , the Company has not transferred any amount to other reserve for the financial year ended 31^st March, 2025.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in the past years.

Change in promoters and management

JBCG Advisory Services Private Limited, the erstwhile promoter of the Company had entered into Share Purchase Agreement (SPA) on 19^th December, 2023 with Mr. Uttam Bharat Bagri, on completion of which

1. Mr. Uttam Bharat Bagri is to acquire 57.13% shareholding of the Company

2. Mr. Uttam Bharat Bagri is to acquire control of the Company and be designated as the promoter of the Company

The above change in promoter and shareholding was approved by the Reserve Bank of India (RBI), vide their communication dated 10^th May, 2024 and the SPA transaction was executed on 29^th July, 2024.

BSE Ltd vide its letter ref no. LIST/COMP/AP/1547/2024-25 dated 8^th January, 2025 have approved the promoter reclassification, wherein, JBCG Advisory Services Private Limited have been recorded as Outgoing Promoter.

Material changes and commitment if any affecting the financial position of the Company lSection 134(3)(l)]

There are no material changes and or commitments affecting the financial position of the Company, between the end of the financial year, i.e. 31^st March, 2025 and the date of the report except for the following:

1. Appointment of Mr. Ajay Gokul Sharma as an Additional Independent Director w.e.f. 22^nd July, 2025

Change in the nature of business lRule 8(5)(ii)]

The basic nature of your Company (as per NBFC Scaled based Directions 2023) is NBFC-Investment and Credit Companies (NBFC-ICC).

There is no change in the nature of business of the Company hence no disclosure, as required under Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014 is made.

Changes in Share Capital

Authorised capital of the Company is Rs. 12,00,00,000/- (Rupees Twelve Crore only) divided into 1,20,00,000 Equity shares of Rs. 10/- each and paid up capital of Rs. 11,50,25,850/- (Rupees Eleven Crore Fifty lac Twenty five Thousand Eight Hundred and fifty only) divided into 1,15,02,585 Equity shares of Rs. 10/- each.

During the year under review, the Company has not issued any form/type of securities.

Listing fee

The Company is currently listed on the SME platform of BSE Limited under scrip code 534109 and under Scrip ID PYXISFIN. Your Company has paid Annual listing fee for the financial year 2024-25 and all the previous years to the abovementioned exchange.

Disclosure under Companies (Share Capital and Debentures), Rules, 2014

• No equity shares with the differential rights as to dividend, voting rights etc, were issued during the year and thus no disclosure required. [Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014].

• No Sweat Equity shares were issued during the year and thus no disclosure required [Section 54 read with Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014]

• No shares were issued under a scheme of employees stock option and thus no disclosure required [Section 62(1)(b) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014]

• There exists no scheme for provision of money for purchase of or subscription of shares by employees or by trustees for the benefit of employees of the company, and thus no disclosure is required

[Proviso to Section 67(3) read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014]

Web link of annual return lSection 134(3)(a)]

The Annual Return of the Company in the prescribed Form MGT-7, is being made available on the website of the Company at www.pyxisfinvest.com

Pursuant to the Companies (Management and Administration) Amendment Rules, 2021 requirement to attach extract of Annual Return in form MGT-9 is omitted and thus not made available.

Appointed / Re-appointed / Re-designated / Ceased during and after the end of the financial year and till the date of this report fSection 168(1) r/w Rule 8(5)(iii)l

Name	Appointment	Cessation	Category	Law
Ms. Nikita Kothari (DIN:08952012)		30th July, 2024	Woman NonExecutive Independent Directors	• 2nd proviso to Section 149(1)(a) of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 • Section 149(4) of the Companies Act, 2013 read with Rule 4 of the Companies (Appointment and Qualifications of Directors) Rules, 2014
Ms. Neelam Ingle (DIN:10656844)	30th July, 2024
Ms. Jyoti Budhia (DIN: 00332044)	30th July, 2024	7th February, 2025
Mr. Kumud Ranjan Mohanty (DIN:07056917)		30th July, 2024	Managing Director
Mr. Uttam Bharat Bagri (DIN:01379841)	31st July, 2024
Mr. Surajit Sarkar (DIN:06937315)	--	30th July, 2024	Non-Executive Director
Mr. Shailendra Apte (DIN:00017814)	--	30th July, 2024
Mr. Nahar Singh Mahala (DIN: 02105653)	30th July, 2024		Non-Executive Independent Director
Mr. Prateek Ghatiya (DIN: 07720143)	--	30th July, 2024
Mr. Ajay Gokul Sharma (DIN:06960753)	22nd July, 2025		Additional NonExecutive Independent Director

a. Apart from the above, there are no changes in the composition of Board of Directors.

b. During the year under review, Board of the Company was duly constituted in compliance with Section 149 of the Companies Act, 2013 read with rules made thereunder. All the Directors of the Company were resident of India.

c. The Company has received necessary consents, declarations, disclosures, undertakings etc. from all the Directors. Further, the Company has duly complied with the relevant provisions of the Companies Act, 2013 r/w Schedule IV - Code for Independent Directors, SEBI Listing Regulations and RBI Directions, w.r.t. appointment and resignation of Executive and Non-Executive Directors.

d. Additional Director holds office until the date of the next Annual General Meeting (AGM). The candidate is eligible for reappointment as Director and has submitted signed written notice of his candidature, indicating his/her willingness to

serve as a Director [Section 160],

e. As the appointment involves appointment of Independent Director, requirement of deposit of Rs. 1 lac [as stated in section 160(1) of the Companices Act, 2013] shall not apply.

f. Board as on the date of this report, composes of:

Name	Designation
Uttam Bharat Bagri (DIN: 01379841)	Managing Director
Nahar Singh Mahala (DIN: 02105653)	Non-Executive Independent Director
Neelam Ingle (DIN: 10656844)	Non-Executive Independent Director
Ajay Gokul Sharma(DIN: 06960753)	Additional Non-Executive Independent Director

g. In terms of section 152(6) of the Companies Act, 2013 2/3^rd of total number of Directors of the public company are liable

to retire by rotation. There exists no director liable to retire by rotation due to the following reasons:

i. Explanation to section 152(6) states that "total number of directors" shall not include independent directors, whether appointed under this Act or any other law for the time being in force, on the Board of a company.

ii. Managing Director being appointed for specific period is not liable to retire by rotation

i. Additional Director being a director not appointed by company in general meeting [Section 152(6)(a)(ii)]

Key Managerial Personnel (KMP):

In compliance with Section 204 r/w section 196, 197 and rules made thereunder, Schedule V of the Companies Act, 2013 and SEBI Listing Regulations, 2015 following held/holds the positions of KMPs in the Company:

i. Managing Director

Mr. Kumud Ranjan Mohanty (DIN: 07056917) till 30^th July, 2024 Mr. Uttam Bharat Bagri (DIN: 01379841) 31^st July, 2024 onwards

ii. Chief Financial Officer

Mr. Shailendra Apte (PAN: ACSPA9438N) till 30^th July, 2024

Mr. Utsav Uttam Bagri (PAN: AIVPB2426N) 28^th October, 2024 onwards (joining date 20^th December, 2024)

iii. Company Secretary & Compliance Officer

Ms. Purnima Garg (PAN: CEXPG7642P) till 25^th June, 2024

Ms. Yojana R. Pednekar (PAN: ARKPP8762H) 30^th July, 2024 onwards

Audit Committee [Section 177(8)1

Due to resignation and appointment of Directors over the period of time, Audit Committee was reconstituted as follows:

Name	Designation	Remark
Mr. Surajit Sarkar (DIN: 06937315)	Chairperson	1st April, 2024 to 30th July, 2024
Mr. Prateek Ghatiya (DIN: 07720143)	Member
Ms. Nikita Kothari (DIN: 08952012)	Member
Mr. Nahar Singh Mahala (DIN: 02105653)	Chairperson	30th July, 2024 to 10th February, 2025
Ms. Neelam Ingle (DIN: 10656844)	Member
Ms. Jyoti Budhia (DIN: 00332044)	Member
Mr. Nahar Singh Mahala (DIN: 02105653)	Chairperson	10th February, 2025 to 21st July, 2025
Ms. Neelam Ingle (DIN: 10656844)	Member
Mr. Uttam Bharat Bagri (DIN: 01379841)	Member
Mr. Nahar Singh Mahala (DIN: 02105653)	Chairperson	w.e.f. 22nd July, 2025
Ms. Neelam Ingle (DIN: 10656844)	Member
Mr. Uttam Bharat Bagri Mr. Uttam Bharat Bagri (DIN: 01379841)	Member
Mr. Ajay Gokul Sharma (DIN: 06960753)	Member

Nomination and Remuneration Committee (NRC) [Section 178(4)1

Due to resignation and appointment of Directors over the period of time, NRC was reconstituted as follows:

Name	Designation	Remark
Ms. Nikita Kothari (DIN: 08952012)	Chairperson	1st April, 2024 to 30th July, 2024
Mr. Prateek Ghatiya (DIN: 07720143)	Member
Mr. Surajit Sarkar (DIN: 06937315)	Member
Mr. Nahar Singh Mahala (DIN: 02105653)	Chairperson	30th July, 2024 to 10th February, 2025
Ms. Neelam Ingle (DIN: 10656844)	Member
Ms. Jyoti Budhia (DIN: 00332044)	Member
Mr. Nahar Singh Mahala (DIN: 02105653)	Chairperson	10th February, 2025 to 21st July, 2025
Ms. Neelam Ingle (DIN: 10656844)	Member
Mr. Uttam Bharat Bagri Mr. Uttam Bharat Bagri (DIN: 01379841)	Member
Mr. Nahar Singh Mahala (DIN: 02105653)	Chairperson	w.e.f 22nd July, 2025
Ms. Neelam Ingle (DIN: 10656844)	Member
Mr. Uttam Bharat Bagri Mr. Uttam Bharat Bagri (DIN: 01379841)	Member
Mr. Ajay Gokul Sharma (DIN: 06960753)	Member

Stakeholders Relationship Committee lSection 178(5)1

As the number of security holders are less than one thousand, constitution of Stakeholders Relationship Committee is not applicable to your Company.

Corporate Social Responsibility Committee [Section 135(1)1

As the net worth of your Company is less than Rs. 500 crore / turnover of your Company is less than Rs. 1000 crore / net profit of your Company is less than Rs. 500 crore, during the immediately preceding financial year, constitution of Corporate Social Responsibility Committee is not applicable to your Company.

Risk Management Committee [clause 39 under Chapter VI - Governance Guidelines of the NBFC Scaled based Directions1

Your Company has constituted Risk Management Committee with the following members on 16^th August, 2024:

Name	Designation
Mr. Utttam Bharat Bagri Managing Director (DIN: 01379841)	Chairperson
Mr. Nahar Singh Mahala Independent Director (DIN: 02105653)	Member

Establishment of Vigil Mechanism [Section 177(10)1

The Company has adopted a Vigil Mechanism Policy to provide a mechanism for the Directors and employees to report genuine concerns about any unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct.

The provisions of this policy which is uploaded on the Companys website are in line with the provisions of Section 177(9) of the Act r/w the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Number of meetings of the Board [Section 134(3)(b)1

Eleven meetings of the Board were held during the financial year ending 31^st March, 2025. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 read with rules made thereunder and the Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors.

Meetings of Directors	Board	Audit Committee	Nomination & Remuneration Committee	Independent Directors Committee	Risk Management Committee
Mr. Kumud Ranjan Mohanty (DIN: 07056917)	30th May, 2024	-	-	-	-
Mr. Shailendra Kishor Apte (DIN:00017814)	30th May, 2024 25th July, 2024 30th July, 2024	30th May, 2024 (as CFO)
Mr. Surajit Sarkar (DIN: 06937315)	30th May, 2024 25th July, 2024 30th July, 2024	30th May, 2024	30th July, 2024
Ms. Nikita Kothari (DIN: 08952012)	30th May, 2024 25th July, 2024 30th July, 2024	30th May, 2024	30th July, 2024	23rd May, 2024
Mr. Prateek Ghatiya (DIN: 07720143)	30th May, 2024 25th July, 2024 30th July, 2024	30th May, 2024	30th July, 2024	23rd May, 2024
Mr. Uttam Bharat Bagri (DIN:01379841)	1st August, 2024 16th August, 2024 30th August, 2024 11th October, 2024				11th November, 2024 3rd January, 2025
	14th November, 2024 13th December, 2024 10th February, 2025
Mr. Nahar Singh Mahala (DIN:02105653)	1st August, 2024 16th August, 2024 30th August, 2024 11th October, 2024 28th October, 2024 14th November, 2024 13-Dec-2024 10-Feb-2025	16th August, 2024 30th August, 2024 28th October, 2024 14th November, 2024	16th August, 2024 28-Oct-2024	14th November, 2024	11th November, 2024 3rd January, 2025
Ms. Neelam Ingle (DIN: 10656844)	28th October, 2024 14th November, 2024 10-Feb-2025	30-Aug-2024 28-Oct-2024 14th November, 2024	28th October, 2024	14th November, 2024
Ms. Jyoti Budhia (DIN: 00332044)	1st August, 2024 16th August, 2024 30-Aug-2024 28th October, 2024 14th November, 2024	16th August, 2024 28th October, 2024 14th November, 2024	16th August, 2024 28th October, 2024	14th November, 2024

The Company has complied with applicable Secretarial Standards. [Clause 9 of SS-1]

Annual Evaluation of the Board [Section 134(3)(p) r/w Rule 8(4)1

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of the Act. The performance of the Board was evaluated after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive Directors and Nonexecutive directors. The same was discussed in the Board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.

Directors Responsibility Statement lSection 134(3)(c) & (5) r/w Rule 8(5)(viii)]

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

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the statutory auditors and external consultants and the reviews performed by management, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year ending 2025.

Companys Policy relating to Directors Appointment. Payment of Remuneration and discharge of their duties [Section 134(3)(e) r/w section 178(4)1

The Company has in place a Nomination and Remuneration Policy for the Directors, KMPs and other employees pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations which is set out in Annexure 1 of this Report. The policy broadly include formulation of criteria for determining qualifications, positive attributes and independence of a director, remuneration, recommendation of persons to be appointed to the Board and Senior Management and specifying the manner for effective evaluation of performance of Board, its Committees and individual Directors.

The policy is also hosted on the website of the Company at www.pyxisfinvest.com

Declaration of Independent Directors lSection 149(10) r/w Section 134(3)(d)1

Company is in receipt of "Declaration of Independence" for the financial year 2024-25, as prescribed under 149(7), stating that the Independent Directors meets the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

A statement regarding opinion of the Board with regard to integrity, expertise and experience of the independent directors lSection 134(3)(d) r/w Rule 8(5)(iii a)1

In the opinion of the Board Independent Directors of the Company are the people of integrity and possesses relevant expertise and experience;

Disqualification of Director lSection 164(2) r/w Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 20141

No intimation regarding disqualification of Directors (in form DIR-8), on account of non-filing of financial statements or annual returns for continuous period of 3 years or non-repayment of deposits, non-redemption of debentures, non-payment of declared dividend, were received by the Company and thus, no disclosure required.

Deposits lRule 8(5)(v), (vi)1

Your Company being a ‘Non-Deposit taking Non-Banking Financial Company has not accepted deposits during the year under review and shall not accept any deposits from the public without obtaining prior approval of the RBI. Accordingly, the disclosure requirements under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.

Particulars of loans, guarantees and investments lSection 134(3)(s)1

Your Company being an NBFC, provisions of section 186 are not applicable. Hence, no disclosure made under the relevant section.

Related Party Transactions fSection 134(3)(h) r/w Rule 8(2) 1

All related party transactions that were entered during the financial year under review, were on an arms length basis and were in the ordinary course of business.

Particulars of contracts or arrangements with related party referred to in section 188( 1) in form AOC-2 forms part of this report and is set out in Annexure 2

Energy Conservation Measures, Technology Absorption and R & D Efforts and Foreign Exchange Earnings and Outgo fSection 134(3)(m) r/w Rule 8(3)1

In view of the nature of activities carried on by the Company, the requirements for disclosure in respect of Conservation of Energy, Technology Absorption, in terms of the Companies (Accounts) Rules, 2014 are not applicable to the Company. However the Company takes all possible efforts towards energy conservation. The requirement for disclosure with regard to technology absorption does not apply to the Company as the activities in which the Company operates does not require any technology.

During the period under review the Company has earned Foreign Exchange of ‘Nil and incurred the Foreign Exchange outgo of ‘Nil.

Subsidiaries, Joint Ventures and Associate Companies lRule 8(5)(iv)1

The Company does not have any Subsidiaries, Associates and Joint ventures.

Disclosure on maintenance of Cost Records lRule 8(5)(ix)1

The Company is not required to maintain Cost records as specified by the Central Government under sub-section (1) of section 148 of the Act, thus no disclosure, as required under Rule 8(ix) of the Companies (Accounts) Rules, 2014, is made.

Auditors

i. Statutory Auditor ]Section 139]

Appointment of M/s. Bhatter & Co., Chartered Accountants (ICAI Firm Registration No.: 131092W) was approved by the members of the Company in the AGM held on 30^th September, 2024, to hold the office until the conclusion of the forthcoming AGM. Their term expires at the conclusion of the forthcoming AGM.

Audit Committee of the Company in its meeting dated 3^rd September, 2025 has recommended appointment of M/s. Bharat Gupta & Co., Chartered Accountants, Mumbai (ICAI Firm Registration No. 131010W) for period of 5 years for conducting audit of the Company from the financial year 2025-26 onwards. Consent from the said auditor u/s 139(1) read

with rule 4 of the Companies (Audit and Auditors) Rules, 2014, certifying their eligibility to act as Statutory Auditor has been duly obtained.

The Auditors Report issued by the Auditors - M/s. Bhatter & Co., for the financial year 2024-25 does not contain any adverse remarks, qualifications or reservations or disclaimers, which require explanations/comments by the Board. The observations made in the Auditors report read with the relevant notes thereon, are self-explanatory and hence do not call for any comments under Section 134 of the Companies Act, 2013.

ii. Internal Auditor [Section 138]

The Company had appointed M/s. MAKK & Co., Chartered Accountants as Internal Auditors to conduct Internal Audit of records and documents of the Company for the financial year 2024-25.

iii. Secretarial Auditor [Section 204]

M/s. Kothari H. & Associates had been appointed as Secretarial Auditor of the Company for the financial year 2024-25. The Secretarial Audit Report confirms that the Company has generally complied with the provisions of the Act, Rules, Regulations and Guidelines etc.

The Secretarial Audit Report is included as Annexure 3 and forms an integral part of this report.

iv. Cost Auditor [Section 148]

Considering the nature of the business, your Company is not required to appoint Cost Auditor.

Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government [Section 134(3)(ca)]

As required under section 143(12) of the Act read with the Companies (Audit and Auditors) Amendment Rules, 2015, the Statutory Auditor of the Company has not reported any fraud committed in the Company during the year.

Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Auditors lSection 134(3)(f)]

There are no qualifications, reservations, adverse remarks or disclaimers made by the Auditors in their report.

Details or significant and material orders passed by the regulators or courts or tribunals I.Rule 8(5)(vii)]

The Company had received an Administrative Warning letter no. SEBI/HO/CFD/SEC-5/P/OW/2024/31221/1 dated 3rd October 2024 from SEBI for not updating its website.

Apart from the above, no significant and material order(s) passed by the regulator(s) or court(s) or tribunal(s) against the Company, thus no disclosure, as required under Rule 8(vii) of the Companies (Accounts) Rules, 2014, is made.

Statement concerning development and implementation of Risk Management Policy of the Company [Section 134(3)(n)]

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for constitution of a Risk Committee, which will work towards creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps. The Committee will, on a quarterly basis, provide status updates to the Board of Directors of the Company.

Disclosure on Corporate Social Responsibility (CSR) [Section 134(3)(o) r/w Section 135]

The provisions of Corporate Social Responsibility as stated u/s 135 of the Act, are not applicable to the Company during the year under review.

Particulars of Employees and Remuneration [Section 197(12) r/w Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

For the purpose of disclosure u/s 197(12), KMPs of the Company are excluded from the definition of employees.

Nature of Disclosure	Name of Director & KMP / Designation	Ratio of remuneration to median remuneration of employees (as on 31st March, 2025)	% increase in remuneration
i. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year	Uttam Bharat Bagri / Managing Director (DIN: 01379841)	NA, as all the employees are KMPs
ii. Percentage increase in remuneration of Chief F inancial Officer and Company Secretary in the financial year	Yojana R Pednekar / Company Secretary
	Utsav Uttam Bagri / Chief Financial Officer

iii. The percentage increase in the median remuneration of employees in the financial year - There were no employee in the previous year, therefore not applicable

iv. The number of permanent employees on the rolls of the company; - None apart from KMPs

v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration - There were no employee in the previous year, therefore not applicable.

vi. Remuneration payable to the managerial personnel is as per the Remuneration policy of the Company.

vii. The names of the top ten employees in terms of remuneration drawn - None apart from KMPs

viii. The name of every employee, who

a. if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than Rs. 1.2 Crore - No such case during the year under review.

b. if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than Rs. 8.5 lac per month - No such case during the year under review.

c. if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the Company - No such case during the year under review.

Disclosure under section 197 r/w Schedule V

As the provisions related to Corporate Governance are not applicable to the Company, disclosures as stipulated u/s 197 r/w

Schedule V is not mandatory. Following is disclosed on voluntary basis:

Disclosure under para "IV. Disclosures" of Section II of Part II of Schedule V of the Companies Act, 2013

Name	Uttam Bharat Bagri
Designation	Managing Director (DIN: 01379841)
Elements of remuneration package	Salary of upto Rs. 84 lac per annum
Details of fixed component	100%
Performance linked incentives along with the performance criteria	Nil
Service contracts	Appointed for a period of 5 years commencing from 31st July, 2024 till 30th July, 2029
Notice period	1 month
Severance fees	Nil
Stock option details, if any	Nil

Managerial remuneration payable during the year 2024-25 is in compliance with Section I of Part II of Schedule V of the Companies Act, 2013.

Disclosure under section 197(14)

During the year under review, no Director was paid any commission or remuneration other than salary from the Company or its holding company. Therefore, no disclosure is made.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [Rule 8(5)(ix)]

The Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company did not receive any complain during the year 2024-25.

Details of application made to the Insolvency and Bankruptcy Code, 2016 [Rule 8(5)(xi)l

Company has not made any application or there exists no pending proceedings as stated under the Insolvency and Bankruptcy Code, 2016, thus no disclosure is made as required under Rule 8(xi) of the Companies (Accounts) Rules, 2014.

Details of difference in valuation amount [Rule 8(5)(xii)l

There exists no case requiring the disclosure as mentioned under Rule 8(xii) of the Companies (Accounts) Rules, 2014. Voluntary Revision of Financial Statements or Boards Report [Section 131(1)]

The Company was not required to revise its financial statements or Boards Report, and thus the provisions/disclosure stated u/s 131(1) is not required.

Additional Disclosures under Companies Act, 2013

• Changes in Statutory auditor, Secretarial auditor - Except for the details stated under the head "Auditors - Statutory Auditors" no other incidents occurred during the year

• Reasons for delay in holding Annual General Meeting, if any - No such incidents occurred during the year

• Appointment of relatives of directors to an office or place of profit - Appointment of Mr. Utsav Uttam Bagri (Son of Mr. Uttam Bhart Bagri - Promoter) as Chief Financial Officer.

• Special resolutions which were passed by the shareholders in the previous meeting(s) but which have not been acted upon and the reasons thereof - No such incidents occurred during the year

• Redemption of debentures or preference shares was due during the year but has not taken place - No such incidents occurred during the year

• Variation in the rights of any one class of shareholders - No such incidents occurred during the year

Disclosures with respect to demat suspense account/ unclaimed suspense account fpara F of Schedule V of the SEBI Listing Regulations, 2015]

There are no shares in the demat suspense account or unclaimed suspense account, hence no disclosure is applicable.

Dividend Distribution Policy I.Regulation 43A of the SEBI Listing Regulations, 2015]

Your Company is not required to formulate dividend distribution policy. No policy has been framed.

Statement of deviation(s) or variation(s) [Regulation 32(4) of the SEBI Listing Regulations, 2015]

As no funds were raised by your Company during the year under review, disclosure with respect to deviation or variation on the use of proceeds, is not applicable.

Disclosure requirements for certain types of agreements binding listed entities [Regulation 30A(2) of the SEBI Listing Regulations, 2015]

As on the date of notification of clause 5A to para A of part A of schedule III of SEBI Listing Regulations, 2015 ie 15^th July, 2023 there exist no agreements as stated under the said clause.

As disclosed previously, the promoters of the Company JBCG Advisory Services Private Limited entered into Share Purchase Agreement with Mr. Uttam Bharat Bagri for transfer of management and control which has been concluded.

Details of the auctions fpara 37.4.4 of the NBFC Scaled based Directions]

As your Company is registered as NBFCs-BL having customer interface but not availing public funds, is exempt from the applicability of Chapter V - Regulatory Restrictions and Limits.

Acknowledgement

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.

For Pyxis Finvest Limited
Sd/-	Sd/-
Uttam Bharat Bagri	Nahar Singh Mahala
Managing Director	Independent Director
DIN:01379841	DIN:02105653
Date: 3rd September, 2025	Place: Mumbai