Tilak Ventures Ltd Directors Report

To,

The Members of Tilak Ventures Limited,

Your Directors have pleasure in presenting their 44^th Annual Report on the business and operations of your Company together with Audited Financial Statements for the year ended 31^st March, 2025.

FINANCIAL RESULTS

The summary of the Companys financial performance for the Financial Year 2024-2025 as compared to the previous Financial Year 2023-2024 is given below:

(Amount in Lakhs)

	F.Y. 2024-2025	F.Y. 2023-2024	F.Y. 2024-2025	F.Y. 2023-2024
Particulars	Standalone		Consolidated
Income from operations	2,117.85	1195.07	2184.51	1286.30
Other Income	488.62	403.60	488.80	404.54
Total Income	2,606.47	1598.66	2673.31	1690.84
Total Expense	1754.54	868.30	1831.47	990.92
Profit/(Loss) before Tax and Exceptional items Exceptional Items	851.93	730.37	841.84	699.92
Profit/Loss from ordinary activities before Tax	851.93	730.37	841.84	699.92
Current Tax	229.41	177.45	229.41	177.45
Tax adjustments of earlier years	2.85	1.80	2.85	1.80
Deferred Tax	(7.46)	5.81	(7.46)	5.81
Net profit/ (Loss)	627.13	545.31	617.03	514.87
Other Comprehensive Income for the year	560.08	(94.91)	560.08	(94.91)
Total Comprehensive Income/Loss	1,187.21	450.41	1,177.115	419.96

REVIEW OF OPERATIONS

STANDALONE

During the year under review company has two reporting segments i.e. Commodity Trading and Finance segment, from which company has generated its revenue. It can be clearly seen from the figures above that the total revenue of the company Rs. 2,606.47 Lakhs including other income as against Rs. 1,598.66 Lakhs in the previous year. The net profit/loss) of the Company is Rs. 627.13 Lakhs as against net profit/ (loss) of Rs. 545.3 Lakhs in the previous year. The management is striving hard to work with great efforts and maintain high level of optimism to increase the revenue and to achieve profit margin in coming years.

CONSOLIDATED

During the year under review, total consolidated revenue of the Company Rs. 2,673.31 Lakhs including other income as against Rs.1,690.84 Lakhs in the previous year the company. The net profit of the Company is Rs. 617.03 Lakhs as against net profit of Rs. 514.87 Lakhs in the previous year. The management is striving hard to work with great efforts and maintain high level of optimism to increase the revenue and to achieve profit margin in coming years.

DIVIDEND

During the year, your Directors do not propose any dividend for the Financial Year ended 31^st March, 2025.

AMOUNTS TO BE TRANSFERRED TO RESERVES

During the year the company has not proposed to transfer any amount to the General Reserve.

SUBSIDIARIES/ JOINT VENTURE/ASSOCIATES

During the year under review, the Company is holding 1,11,000 equity shares of Rs. 10 each, of M/s Yosto Venture India Private Limited "(Yosto"), resulting a controlling stake (51.03%) in the Yosto. M/s Yosto Venture India Private Limited is registered start up located at Mumbai and into the business of Office Supplies through E-Commerce "Wisycart.com".

A separate statement containing the salient features of financial statements of the subsidiary company M/s. Yosto Ventures India Private Limited of your Company forms part of Annual Report in the prescribed Form AOC-1 as Annexure I in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

The Financial Statements of the subsidiary companies and related information are available for inspection by the Members at the Registered Office of the Company during the business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Further in line with the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and in accordance with IND AS 110, Consolidated Financial Statement prepared by the Company includes financial information of its subsidiaries.

The Company will provide a copy of Annual Report and other documents of its subsidiary companies on the request made any Member, investor of the Company/ Subsidiary Companies. The Financial Statements of the Subsidiary Companies have been kept for inspection by any Member at the Registered Office of the Company. The statements are also available on the website of the Company.

DEPOSITS

During the year under review the Company did not invite or accept any Deposits within the meaning of Section 73 of the Companies Act, 2013.

CHANGE IN DIRECTORS AND KMP:

During the Financial year 2024-2025 under review, there are following changes in the Director and KMP of the Company.

Mr. Chirag Goyal Non-Executive Independent Director of the Company has resigned w.e.f. 28^th March, 2025.

Further after conclusion of F.Y. 2024-25 and before this 44^th Annual General Meeting, the board of directors appointed Mr. Mayank Brana as Additional Non-Executive Independent Director of the Company w.e.f. 29^th August, 2025 and proposal for his regularization also been proposed to the shareholders for their approval w.e.f. 29^th September, 2025.

Mr. Davendra Kumar, Company Secretary of the Company tendered his resignation w.e.f. 7th May, 2025. Mrs. Pratiksha Modi appointed as Company Secretary and Compliance Officer of the Company w.e.f. 01^st July, 2025

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there was no application made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT ANDVALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions

LISTING OF SHARES

Shares of the Company are listed on BSE Limited (BSE) Mumbai, which provide the wider access to the investors national wide.

LISTING FEES

The Company has paid the listing fees as mandated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to Stock Exchange for the F.Y. 2024-2025.

RIGHT ISSUE OF SHARES

The Company has not issued shares with differential voting rights in the F.Y. 2024-2025. It has neither issued employee stock options nor sweat equity shares as on March 31, 2025.

During the year under review, the Company has issued 22,28,48,403 (i.e. Twenty-Two Crores Twenty-Eight Lakhs Forty Eight Thousand Four Hundred and Three) Fully paid-up Equity Shares of face value of Re.1.00/- (Rupees One Only) per Equity Share at price of Rs.2.20/- (Rupees Two and Twenty Paise Only) each on Right basis.

Subsequent to the said allotment, the issued, subscribed, and paid-up equity share capital of the Company stands increased from Rs 22,28,48,403 (Rupees Twenty Two Crores Twenty Eight Lakhs Forty Eight Thousand Four Hundred and Three Only) divided into 22,28,48,403 (Twenty Two Crores Twenty Eight Lakhs Forty Eight Thousand Four Hundred and Three) Equity Shares to Rs.44,56,96,806 (Rupees Forty Four Crores Fifty Six Lakhs Ninety Six Thousand Eight hundred and Six Only) divided into 44,56,96,806 (Forty Four Crores Fifty Six Lakhs Ninety Six Thousand Eight hundred and Six) Equity Shares of face value of Rs. 1.00/- (Rupee One Only).

CAPITAL STRUCTURE

Authorised Share Capital

The Authorised Share Capital of the Company as on March 31, 2025, is Rs. 73,25,00,000(Seventy-Three Crore Twenty-Five Lakh only) divided into 73,25,00,000 (Seventy-Three Crore Twenty-Five Lakh only) Equity Shares of Rs. 1/- (Rupees one only) each.

Paid up Share Capital

The Paid up Share Capital of the Company as on March 31, 2025 is Rs. 44,56,96,806/- (Forty-Four Crore Fifty Six Lakh Ninety-Six Thousand and Eight Hundred Six) divided into 44,56,96,806 (Forty-Four Crore Fifty-Six Lakh Ninety-Six Thousand and Eight Hundred Six) fully paid-up equity shares of Face value of Rs. 1/- per shares.

DEMATERIALISATION AND ELECTRONIC REGISTRAR

The equity shares of your Company are dematerialized with both NSDL and CDSL under ISIN INE026L01022.As on 31^st March 2025, 99.90% equity shares are in Demat form. Our registrar for electronic connectivity with the National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) is MUFG Intime India Private Limited, Mumbai (SEBI Reg. No: INR000002102).

POSTAL BALLOT

During the year No postal ballot was done by the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 will be produced for verification to the members on their specific request.

MEEETINGS OF THE BOARD

The Board of Directors of the Company met 9 (Nine) Times during the year under review. The gap between two Meetings did not exceed 120 days (one hundred and twenty). Detailed information on the meetings of the Board, its Committees and the AGM is included in the Report on Corporate Governance, which forms part of this Annual Report.

BOARD COMMITTEES

As per the requirement of Companies Act, 2013 and relevant Regulation of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Your Company has the following mandatory committees:

Audit Committee

Nomination and Remuneration Committee (NRC)

Stakeholders Relationship Committee (SRC)

Corporate Social Responsibility Committee (CSR)

The details of committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

EVALUATION OF BOARD OF DIRECTORS ITS COMMITTEES AND OF INDIVIDUALS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board & its committees, execution and performance of specific roles, duties, obligations and governance.

The performance evaluation of Committees, Executive Directors, Non-Executive Directors and Independent Directors was completed. The Performance evaluation of the Chairman, Non-Executive Directors & Board asa whole was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

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, confirm that:

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

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 and loss of the Company for that period;

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

They have prepared annual accounts on a going concern basis;

They have laid down internal financial controls to be followed by the Company and such internal financialControls are adequate and operating effectively;

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

COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company has been following well laid down policy on appointment and remuneration of Directors and Key Managerial Personnel (KMP).

The appointment of Directors is made by the Board pursuant to the recommendation of Nomination and Remuneration Committee (NRC) The policy for appointment of directors is placed on the website of the Company on the below link: https://tilakfinance.files.wordpress.com/2016/04/terms-and- conditions-of- independent director.pdf

The remuneration of Non-Executive Directors comprises of sitting fees and commission in accordance with the provisions of Companies Act, 2013. The remuneration of Executive Directors comprises of Basic Salary, Perquisites & Allowances and Commission if any. The remuneration is within the limits prescribed under the Companies Act, 2013 and is recommended by NRC. Approval of Board, Shareholders and the Central Government, if required, for payment of remuneration to Executive Directors is sought, from time to time.

Nomination & Remuneration Policy is available on the website of the Company on the below link: https://tilakfinance.files.wordpress.com/2016/04/remuneration-policyfitilak.pdf.

RISK MANAGEMENT

The Company has adopted as Risk Management Policy in accordance with the provisions of Companies Act, 2013 which laid down the framework to identify, evaluate business risk and opportunities. The Board has reviewed the Risk assessment and Minimization procedure as per Regulation 17 (9) of the SEBI (LODR) Requirements, 2015; there are no material risk which in the opinion of the management affects the continuityand existence of the business. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place internal financial controls which commensurate with the size of the Company. However, Company is trying to strengthen the same. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanism, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

CORPORATE SOCIAL RESPONSIBILITY

The Company in its Board Meeting held on 03^rd September, 2021 has adopted and framed CSR Committee as required under Section 135 of the Companies Act, 2013.

The Company has spend Rs. 5,50,000/- in CSR with Rays Education Trust and meeting for CSR committee held on 25^th may, 2024

The Committee consists of three Directors of which one Director is Non Independent and two Directors are Independent Non-Executive Directors as follows;

Shri Pratham Jethaliya- Chairman Shri Vikash Kulhriya - Member Shri Girraj Kishor Agarwal- Member

The Committee roles / powers are

1. To formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the Company as per the Companies Act, 2013; 2. To review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the Company. 3. To monitor the Corporate Social Responsibility policy of the Company from time to time.

The CSR committee has adopted the policy for the activities to be undertaken under the Corporate Social Responsibility as per Schedule VIII of the Companies Act, 2013.

The Policy as adopted is available on the website of the Company www.tilakfinance.wordpress.com

DISCLOSURE REQUIREMENTS

The Company has a whistle blower policy/vigil mechanism to report genuine concerns or grievances and to provide transparent working environment. The Policy provides adequate safeguards against victimization of Directors / employees who raise the concern and have access to the chairman of Audit Committee who is entrusted to oversee the Whistle blower mechanism. Further no personnel have been denied access to the Audit Committee during the financial year under review. The Whistle Blower Policy/vigil mechanism has been posted on the website of the Company https://tilakfinance.wordpress.com/ The Board has laid down a code of conduct for Board members & Senior Management Personnel as per Regulation 17 & 26 (3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 & has been posted on the website of the Company https://tilakfinance.files.wordpress.com/ All the Board members & Senior Management Personnel have affirmed compliance with the said code of conduct for the year ended on 31^st March, 2025.

A DECLARATION TO THIS EFFECT SIGNED BY THE CEO, FORMS PART OF THIS ANNUAL REPORT

The Board has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015.The Insider trading Policy of the Company covering code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information and Code of Conduct for the prevention of Insider Trading has been posted on the website of the Company (https://tilakfinance.files.wordpress.com/).

All the Board members & KMPs have affirmed compliance with the said code of conduct for the year ended on 31^st March, 2025.

MATERIAL CHANGES AND COMMITMENTS

No material changes have occurred and commitments made, affecting the financial position of the Company, between the end of the financial year of the Company and the date of this report.

There are no details in respect of frauds reported by auditors under section 143 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribedin Form AOC - 2 are appended as "Annexure -II".

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided as under. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2024-2025, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2024-2025 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under: (Rs in Lacs)

Sr. No	Name of Director/KMP	Remuneration Received	% increase in Remuneration in the Financial year 2024-25	Ratio of remuneration of each Director to median remuneration of employees
1	Mr. Girraj Kishor Agrawal (Managing Director)	162	NIL	67.50
2	Mrs. Tanu Girraj Agrawal (Non- Executive - Non- Independent Director)	NIL	NIL	NIL
3	Mrs. Tarannum Bano (Chief Financial Officer)	0.90	NIL	0.39
4	Mr. Davendra Kumar* (Company Secretary)	2.4	NIL	1.00
5	Mr. Chirag Goyal** (Non-Executive Independent Director)	NIL	NIL	NIL
6	Mr. Vikash Kulhriya (Non-Executive Independent Director)	NIL	NIL	NIL
7	Mr. Pratham Jethliya (Non-Executive IndependentDirector)	NIL	NIL	NIL
8	Mr. Ashish Kachhara (Non-Executive Independent Director)	NIL	NIL	NIL

*Mr. Davendra Kumar, Company Secretary of the Company tendered his resignation w.e.f. from 7^th May, 2025.

**Mr. Chirag Goyal, Independent Director of the Company, tendered his resignation w.e.f. from 28^th March 2025.

All appointments are / were non-contractual.

There were 5 employees on the roll of Company as on March 31, 2025.

The median remuneration of employees of the Company during the financial year was Rs. 2.4 lakhs

Remuneration as shown above comprises of Salary, Leave Salary, Bonus, Leave Travel Assistance, Medical Benefit, House Rent Allowance, Perquisites and Remuneration on Cash basis.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section

134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption, and research and development are not applicable to the Company.

FOREIGN EXCHANGE

The Company has Exported Maize during the Year under review thereby earning Foreign Exchange.

AUDITORS

a) STATUTORY AUDITORS

At the Annual General Meeting of the Company held on 06th September, 2023, M/s. Bansal Gourav & Associates, Chartered Accountant, were appointed as statutory auditors of the Company for a term of five years [i.e., till the conclusion of 47th Annual General Meeting.] The requirement to place the matter relating to appointment of auditors for ratification by members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from 07th May, 2018. Accordingly, no resolution is being proposed for ratification of appointment of Statutory auditors at the ensuing AGM.

However, M/s. Bansal Gourav & Associates., Chartered Accountants the Statutory Auditor of the Company has resigned before the completion of their term w.e.f. 19th August, 2025, the Board of Directors in their meeting held on 29^th August, 2025, proposed the name of M/s. Pravin Chandak & Associates. to be appointed as the new Auditors of the Company, which is subject to the approval of the members in the upcoming Annual General Meeting.

The Auditors Report for the financial year 2024-25, does not contain any qualification, reservation or adverse remark.

b) SECRETARIAL AUDITORS

Pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. HRU & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit for the financial year 2024-2025. The Secretarial Audit Report received fromM/s. HRU & Associates is appended to this Report as Annexure III.

c) INTERNAL AUDITOR

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Company has appointed an Internal Auditor who reports to the Audit Committee. Quarterly internal audit reports are submitted to the Audit Committee which reviews the audit reports and suggests necessary action.

During the year under review, Board has appointed Mr. Ronak Ashok Surani, Mumbai as Internal Auditor of the Company for the Financial Year 2024-2025 and 2025-2026 w.e.f. 7^th August, 2024.

CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS

Company have taken Certificate from Practicing Company Secretary that none of the Directors on the Board of the Company are disqualified as on 31.03.2025 in accordance with Regulation 34(3) read with Schedule V Para C sub clause 10 (i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 annexed as

Annexure IV

INDEPENDENT DIRECTORS

a) Disclosure of Independence:

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also the opinion that the Independent Directors fulfils all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

b) Familiarization Programmes:

As per Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of the familiarization Programmes for Independent Directors have been detailed out in the Corporate Governance Report forming part of the Annual Report and are also disclosed on the website of the Company at https://tilakfinance.wordpress.com/.

a) Meeting:

The details of the meeting of Independent Directors are given in Corporate Governance Report forming part of the Annual Report.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. In compliance with Regulation 34 and Schedule V of SEBI Listing Regulation 215, report on Corporate Governance is annexed as Annexure- VI, along with a certificate from the Secretarial Auditors of the Company on compliance with the provisions and forms part of the Annual Report as Annexure VII

COMPLIANCE WITH SECRETARIAL STANDARDS

Company is in compliance with applicable Secretarial Standards.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to provide a healthy environment to all employees and thus does not tolerate any sexual harassment at workplace. The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition &Redressal) Act, 2013, An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy. Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the company has not received any complaint of sexual harassment.

APPRECIATION & ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their sincere gratitude for assistance and cooperation received from banks, financial institutions, shareholders, business associates and esteemed customers for their continued support and assistance during the year. Your Directors also place on record their appreciation for the excellent contribution made by all employees of Tilak Ventures Limited through their commitment, competence, co-operation and diligence to duty in achieving consistent growth of the Company.

On behalf of the Board of Directors
Sd/-	Sd/-
Girraj Kishor Agrawal	Tanu Agrawal
Managing Director	Director
DIN: 00290959	DIN: 00290966
Date: 29/08/2025
Place: Mumbai