Victoria Enterprises Ltd Directors Report

To

The Members of

Victoria Enterprises Limited

Your directors are pleased to present the 43^rd Annual Report of your Company along with the Audited Financial Statements (Standalone) for the financial year ending 31^st March 2025.

Your directors submit the following particulars/disclosures and information as required under section 134(3) and other applicable provisions, if any, of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 and other applicable rules there under.

1. Financial Highlights:

Particulars	2024-25	2023-24
Revenue from Operation	8,333.11	1,124.50
Other Income	5.75	5.52
Total Income	83.38.86	1,130.02
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	6,350.67	85.29
Less: Depreciation/Amortisation/ Impairment	21.71	23.88
Profit /loss before Finance Costs, Exceptional items and Tax Expense	6,328.96	61.41
Less: Finance Costs	4,732.51	0.00
Profit /loss before Exceptional items and Tax Expense	1,596.45	61.41
Share in Profit of Associate	0.00	0.00
Add/(less): Exceptional items	0.00	0.11
Profit /loss before Tax Expense	1,596.45	61.30
Less: Current Tax	175.96	0.00
Add /Less: Deferred Tax	216.06	55.65
Short/Excess) provision of earlier years	0.00	0.00
Profit /Loss for the Year (1)	1,204.43	5.65
Other Comprehensive Income/loss (2)	0.00	0.00
Total Comprehensive Income/loss (1+2)	1,204.43	5.65
Balance of Profit /Loss for earlier years	(465.23)	(470.89)
Less: Transfer to Reserves	0.00	0.00
Less: Dividend paid on Equity Shares	0.00	0.00
Balance carried forward	739.20	(465.23)
Earnings Per Share:
Basic	240.89	1.13
Diluted	240.89	1.13

2. The State of Companys Affairs:

The Company is primarily engaged in the Real Estate Activities during the year under review. The Company achieved a turnover of ? 8,333.11 Lacs, as against a turnover of ? 1,124.50 Lacs in the previous year registering an increase of 641.05%.

Further, Net Profit for the year has increased by 21,217.35 % which is ? 1,204.43 Lacs as compared to ? 5.65 Lacs in the previous year.

The overall performance of the company remained satisfactory.

3. Capital Structure:

As of March 31, 2025, the details of Authorized and Paid-up share capital of the Company are as follows:

Sl. Particulars No.	No. of Shares (Face Value of ?10/- each)	Am o unt (inll
1 Authorized Share Capital	15,00,00,00	15,00,00,000
1.1 Equity Share Capital	15,00,00,00	15,00,00,000
2 Paid up Share Capital	50,00,00	50,00,000
2.1 Equity Share Capital	50,00,00	50,00,000

During the year under review, the company has neither issued equity shares with differential rights as to dividend, voting or otherwise nor granted stock options nor issued sweat equity Shares.

4. Listing of Shares of the Company:

The Paid-up Equity Share Capital as on 31^st March 2025 is ?50,00,000/- divided into 50,00,00 Equity Shares carrying voting rights of ? 10/- each.

The Equity Shares of the Company continue to remain listed on BSE Limited (Security Code: 506103) and not frequently traded by the investors at main board of BSE Ltd. The company has paid the annual charges to the Depositories and has paid the listing fees to BSE Limited for the financial year 2025-26.

5. Amount To Be Transfer to Reserve:

The Board of Directors of your Company has decided not to transfer any amount to General Reserves for the financial year ending 31^st March 2025.

6. Dividend:

The Board strongly believes that the current market scenario would offer attractive business development opportunities and re-investing the capital in such opportunities would create more wealth and value for the shareholders in long term. Accordingly, with a view to creating long term economic value, your directors have not recommended any dividend for the year ended 31^st March 2025.

7. Transfer to Investor Education and Protection Fund (IEPF)

During the year under review, there were no amounts required to be transferred to the Investor Education and Protection Fund (IEPF) in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder.

8. The Change in the Nature of Business:

There was no change in the nature of business of the company during the year under review

9. Subsidiaries, Joint Ventures and Associate Companies:

None of the Company have become or ceased to be its Holding, Subsidiary, Joint Ventures or Associate Company(ies) during the year under review.

10. Deposit From Public

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Accordingly, no amount on account of principal or interest on public deposits was outstanding as on March 31, 2025.

11. Report on the Highlights of Performance of Subsidiaries, Associates and Joint Venture Companies and their Contribution to the Overall Performance of the Company during the year under review:

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with the

Companies (Accounts) Rules, 2014, a report on the performance and financial position of each

of the Associates is provided

12. Human Resource Management

Your Company recognizes that its employees are its most valuable assets. The Company continues to focus on developing the competencies and capabilities of its human resources to enable them to meet the evolving business needs and challenges. A cordial and harmonious relationship was maintained with all employees during the year under review. The Company provides a conducive work environment that promotes innovation, performance, and teamwork. Training and development programs were conducted to enhance technical and managerial skills. The Board places on record its appreciation for the commitment, hard work, and contribution of all employees.

13. Directors Responsibility Statement:

Pursuant to section 134(5) of the Companies Act, 2013, the Board of directors, to the best of its

knowledge and ability, confirm that:

a. In the preparation of the Annual Accounts for the Financial Year ending on 31^st March 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b. the accounting policies selected have been applied consistently, and judgements and estimates are made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company as of 31^st March 2025 and of the profit of your Company for the year ended on that date.

c. proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Act for safeguarding the assets of your Company, and for preventing and detecting fraud and other irregularities.

d. Annual Accounts for the Financial Year 2024-25 have been prepared on a ‘going concern basis.

e. the Directors have laid down proper internal financial controls, and that such internal financial controls are adequate and were operating effectively.

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

14. Auditors and Auditors Reports:

a. Statutory Auditors and Auditors Report:

M/s. Parekh & Lodha, Chartered Accountants (FRN: 107487W) were appointed as the Statutory Auditors of the Company for a period of five consecutive years at an earlier Annual General Meeting. However, the firm tendered their resignation in the year 2024, before the expiry of their term, citing their internal reasons.

To fill the casual vacancy caused by their resignation, the Board of Directors, based on the recommendation of the Audit Committee, appointed M/s. Mahesh Chandra & Associates, Chartered Accountants (FRN: 112334W) as the Statutory Auditors of the Company. The said appointment was approved by the Members to hold office until the conclusion of the ensuing Annual General Meeting.

Accordingly, in terms of the provisions of Section 139 of the Companies Act, 2013, and on the recommendation of the Audit Committee, the Board of Directors now recommends the appointment of M/s. Mahesh Chandra & Associates, Chartered Accountants (FRN: 112334W), Mumbai , as the Statutory Auditors of the Company for a term of five (5) consecutive years, i.e., from the conclusion of the 43rd Annual General Meeting scheduled on 30th September 2025 until the conclusion of the 48th Annual General Meeting to be held in the year 2030, at such remuneration as may be mutually decided by the Board and the Statutory Auditors, year-to-year.

As required under Regulation 33(1)(d) of SEBI (LODR) Regulations, 2015, the proposed auditors have confirmed that they hold a valid peer review certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Further, M/s. Mahesh Chandra & Associates, Chartered Accountants (FRN: 112334W)

have also confirmed that they are eligible and not disqualified to be appointed as the Statutory Auditors of your Company pursuant to Section 141 of the Companies Act, 2013. The Board is authorized to fix the remuneration of the Statutory Auditors for each financial year separately, in consultation with them.

The Auditors Report on the financial statements of the Company for the year ended 31st March 2025 does not contain any qualifications, reservations, disclaimers, or adverse remarks. The observations made therein, read with the accompanying notes to the financial statements, are self-explanatory and do not call for any further comments under Section 134(3)(f) of the Companies Act, 2013.

b. Secretarial Auditor & Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Shruti Somani, Company Secretary in Practice,

holding Certificate of Practice No. 22487 and Peer Review No. 2305/2022, as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the financial year ended 31st March 2025 is annexed herewith as Annexure - A to this Report. The said Report does not contain any material qualification, reservation, or adverse remark.

Further, based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on 05^th September 2025 has recommended the re- appointment of M/s. Shruti Somani, Company Secretary in Practice (COP: 22487; Peer Review No. 2305/2022), as the Secretarial Auditor of the Company for a period of five (5) consecutive financial years commencing from 1st April 2025 until 31st March 2030.

Ms. Shruti Somani has consented to act as the Secretarial Auditor of the Company and has confirmed that her appointment, if approved by the Members, would be within the limits prescribed under the Companies Act, 2013, the rules made thereunder, and SEBI (LODR) Regulations. She has further confirmed that she is not disqualified to be appointed as the Secretarial Auditor under the applicable provisions of law.

c. Internal Auditors & Internal Audit Report:

The Board had appointed M/s. Shetty Naik & Associates (Firm Registration Number: 124851W) Practicing Chartered Accountants as an Internal Auditor of the Company for the Financial Year 2024-25.

The internal auditor reports their findings to the audit committee of the Board. The audit function maintains its independence and objectivity while carrying out assignments. It evaluates on a continuous basis, the adequacy and effectiveness of internal control mechanism with the interaction of KMP and functional staff.

The company has taken stringent measures to control the quality of disbursement of loan and its recovery to prevent fraud. The company has also taken steps to check the performance of the functional employees of the company at branch level.

d. Cost Auditors & Cost Audit Report:

Your Company is not required to conduct the Cost Audit and is not required to maintain Cost Records as specified under section 148 of the Companies Act, 2013.

15. Reporting of Frauds by Statutory Auditors:

During the year under review, Statutory Auditors have not reported, any instances of fraud committed against your Company by its officers and employees to the Board, details of which would need to be mentioned in the Boards Report under section 143(12) of the Companies Act, 2013.

16. Details of Directors or Key Managerial Personnel:

a. Directors and KMPs

During the year under review, there were no changes in the composition of the Board of Directors of the Company.

However, on the Key Managerial Personnel (KMPs) front, Mr. Amrit Suthar, Company Secretary of the Company, resigned from his office with effect from 29^th October 2024. The Board places on record its sincere appreciation for the valuable services and contribution made by him during his tenure as the Company Secretary of Victoria Enterprises Limited.

b. Changes in Directors and KMP after the closure of the Financial Year but before the approval of this Report: Nil

c. Independent Director:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has two (2) Independent Directors, including one (1) Woman Independent Director, as on 31st March 2025, namely:

• Mr. Dilip Kumar Ramashankar Pandey (DIN: 01961390)

• Ms. Meena Ronak Panchal, Woman Independent Director (DIN: 02902461)

The Company has received necessary declarations from both the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015.

d. Statement on Declaration by Independent Directors under section 149(6) of the Companies Act, 2013:

The Company have received necessary declaration from all the Independent Directors as required under section 149(6) of the Companies Act, 2013 confirming that they meet the criteria of Independence as per Regulation 16(1)(b) of SEBI (LODR) Regulation, 2015 and the Companies Act, 2013. In the Opinion of the Board, all the independent directors fulfil the criteria of independence with regard to integrity, expertise and experience (including the proficiency) as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. All the Independent Directors are also registered with the databank maintained by the IICA as per the requirement of the Companies Act, 2013.

e. Opinion of the Board regarding integrity, expertise and experience including the proficiency of the Independent Directors appointed during the year:

All the Independent Directors of the Company during the year under review and have expertise and proper experience including proficiency as ascertained from the online proficiency self- assessment test conducted by IICA.

f. Directors seeking confirmation/re-appointment in the ensuing General Meeting:

• Re-appointment of Mr. Krishna Kumar Ramdeopittie (DIN: 00023052)- Director as a director is liable to retire by rotation in the ensuing Annual General Meeting.

17. Committee of the Board:

The Company has duly constituted the following Committee as per the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

a. Audit Committee

b. Stakeholder Relationship Committee

c. Nomination and Remuneration Committee.

d. RMC

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report.

18. Meetings of the Board of Directors:

During FY 2024-25, 5 (Five) Board Meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 along with their rules, Secretarial Standard and the SEBI (LODR) Regulations, 2015. The details of the Board meetings held during the year along with the attendance of the respective directors there are set out in the Corporate Governance Report forming part of this Annual Report.

19. Corporate Social Responsibility:

During the financial year 2024-25, the Company did not meet the threshold criteria specified under Section 135(1) of the Companies Act, 2013, hence, the provisions of Section 135 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, were not applicable to the Company for the said financial year.

20. Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as on 31st March 2025 can be accessed on the website of Company at following link: http www.victoriaenterprises.co.in

21. Corporate Governance & Management Discussion and Analysis:

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance as specified in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and para C, D and E of Schedule V shall not apply to the Company, where the paid-up equity share capital does not exceed ?10.00 crore and net worth does not exceed ?25.00 crore as on the last day of the previous financial year.

Since the paid-up equity share capital of the Company is less than ?10.00 crore and its net worth is less than ?25.00 crore as on March 31, 2025, the provisions relating to Corporate Governance as specified under SEBI (LODR) Regulations, 2015 are not applicable to the Company.

Accordingly, the Company is not required to furnish a report on Corporate Governance for the financial year 2024-25.

22. Criteria for Determining Qualifications, Positive Attributes, Independence of a Director and Other Matters:

The Board has, on the recommendation of the nomination and remuneration committee framed a Nomination, Remuneration and Evaluation Policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors and, or senior management personnel of the company, along with the criteria for determination of remuneration of directors, KMPs and other employees and their evaluation and includes other matters, as prescribed under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015. Policy of the Company has been given at the website of the Company at http://www.availablefinance.in/Policy.php. The details of the same are also covered in the Corporate Governance Report forming part of this Annual Report.

23. Particulars of Loans, Guarantees, Security or Investments:

Pursuant to section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, disclosures regarding Loans and Advances Investments made by the Company during the financial year 2024-25, are disclosed in the Standalone Financial Statements which forms the part of this Annual Report.

The Company has made certain investments and provided loans to certain corporate during its ordinary course of business during the year under review, details of which can be reviewed in the Financial Statements of the company. The disclosure by way of a statement of the loans, advances, and investments made by the Company is enclosed as Annexure E attached with this Board Report.

24. Contracts or Arrangements with Related Parties:

The company has entered into related party transactions as specified under section 188(1) of the Companies Act, 2013 hence; the disclosure in the Form AOC-2 is enclosed herewith as per "Annexure -B". For further details, please refer to relevant notes in the Standalone Financial Statements which form part of this Annual Report.

The Transactions entered with related parties as defined under section 188(1) of the Companies Act, 2013 during the financial year were in the ordinary course of business and on an arms length basis and were not material. Therefore, the requirement to attach Form AOC-2 is not applicable. For further details, please refer to the relevant notes to the Standalone Financial Statements which forms part of this Annual Report.

Pursuant to provisions of Regulation 23 of the SEBI (LODR) Regulations, 2015. The company has material related party transactions which are regular in nature and are in ordinary course of business and pursuant to the provisions contained in the SEBI Master Circular No SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11^th Nov., 2024, the company has taken approval of members in the General Meeting held on 30^Th September 2024 and the validity of the said approval of members is for a period of 1 (one) year and your board of directors are further proposing for the approval of Material Related Party Transactions pursuant to Reg. 23 of the Listing Regulations in the ensuing General Meeting.

The related party transaction policy formulated by the company defines the materiality of related party transactions and lays down the procedures of dealing with related party transactions. The details of the same are posted on the Companys website www.victoriaenterprises.co.in

All Related Party Transactions are placed before the Audit Committee and were duly approved as may be required.

25. Risk Management:

The Company is engaged in the business of Real Estate Activities and is associated with the normal business risk of the market as well as the imbalance of demand-supply which may affect the profitability of the Company. Any change in taxation, Government policies and RERA norms may affect the profitability of the Company. The Company has adequate internal control to monitor the financial transactions, and the books of accounts are being audited by the Independent Auditor of the Company.

26. Vigil Mechanism:

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013 read with rule 7 of Companies (Meeting of Boards and its powers) Rules, 2014, the company had adopted a robust Vigil Mechanism policy which provides for a vigil mechanism that encourages and

supports its Directors and employees to report instances of unethical behaviour, actual or suspected, fraud or violation of the company code of conduct policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the chairman of audit committee in exceptional cases. Policy of the whistle blower of the Company has been given at the website of the Company at www.victoriaenterprises.co.in and attached the same as Annexure- D to this report.

27. Material Changes and Commitments, if any, Affecting the Financial Position of the Company:

There have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

28. The Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

a. Conservation of Energy:

The Company is engaged in the business of Real Estate Activities, which is not an energyintensive activity. Nevertheless, the Company recognizes the importance of energy conservation and continues to adopt appropriate measures to optimize energy usage across its operations. These include efficient resource planning and minimizing avoidable energy consumption wherever applicable.

b. Technology Absorption:

The Company does not engage in any manufacturing or production processes requiring specific technology absorption. However, the Company is committed to leveraging modern information technology tools to enhance operational efficiency, automate internal processes, and support decision-making.

c. Foreign Exchange Earnings and Outgo:

i. Foreign Exchange Earnings: Nil

ii. Foreign Exchange Outgo: Nil

29. Statement indicating the manner in which Formal Annual Evaluation has been made by the Board of its performance and that of its Committees and Individual Directors

The Company has devised a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-executive Directors and Executive Director. The evaluation process inter alia considers attendance of Directors at Board and committee meetings,

acquaintance with business, Communicating inter se board members, effective participation, domain knowledge, compliance which code of conduct, vision and strategy. Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(4) of SEBI (LODR) Regulations 2015, the Board carried out an annual performance evaluation of the Board, Committees, Individual Directors and the Chairperson. The Chairman of the respective Committees shared the report on evaluation with the respective committees members. The performance of each committee was evaluated by the Board, based on report on evaluations received from committees.

30. Disclosure of Codes, Standards, Policies and Compliances there under:

a. Code of Conduct for Board of Directors and the Senior Management Personnel:

Your company has adopted a code of conduct as required under Regulation 17 of SEBI (LODR) Regulations 2015, for its Board of Directors and the senior management personnel. The code requires the Directors and employees of the company to act honestly, ethically and with integrity and in a professional and respectful manner. The certificate of Management is attached with the Report in the Corporate Governance section.

b. Code for Prohibition of Insider Trading Practices:

Your company has in place a code for prevention of insider trading practices in accordance with the model code of conduct, as prescribed under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended and has duly complied with the provisions of the said code.

c. Nomination, Remuneration and Evaluation policy (NRE Policy)

The Board has, on the recommendation of the nomination and remuneration committee framed a remuneration policy as prescribed under the provisions of section 178 of Companies Act, 2013. Policy of the Company is available at the website of the Company at www.victoriaenterprises.co.in

d. Company policy for the appointment of Directors and their remuneration

Policy of company for the appointment of Directors and their remuneration is hosted on the website www.victoriaenterprises.co.in of the company as per the requirement of the section 178 of the Companies Act, 2013.

31. Deposits Covered under Chapter V of the Act, 2013:

a. Accepted during the year: Nil

b. Due and remained unpaid or unclaimed as at the end of the year: Nil

c. Outstanding Amount at the end of year: Nil

d. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: Nil

32. Deposits which are not in Compliance with the Requirements of Chapter V of the Act:

The Company has not accepted any deposits which are not in compliance with the (Companies Acceptance of Deposits) Rules, 2014 during the year.

33. Amount Accepted by Directors or their Relatives:

The Company has not accepted any amount from the Directors of the Company during the year.

34. Significant Material Orders Passed by the Regulators or Courts or Tribunals:

There are no significant or material orders passed by the regulators or courts or tribunals impacting the going concern and companys operations in future.

35. Iinternal financial controls:

Your Company has in place adequate internal control system (including internal financial control system) commensurate with the size of its operations and have devised systems, policies and procedures / frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to Companys policies, safeguarding assets of the Company, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Board reviews these internal control systems to ensure they remain effective and are achieving their intended purpose. Where weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to strengthen controls. These controls are in turn reviewed at regular intervals.

36. Prevention of Sexual Harassment at Workplace:

Your Company has zero tolerance for sexual harassment at workplace. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the rules framed there under. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act) and Rules made there under, your company has constituted Internal Complaints Committees (ICC). Statement showing the number of complaints filed during the financial year and the number of complaints pending at the end of the financial year is shown below:

Category	No. of complaints pending at the beginning of F.Y. 2024-25	No. of complaints filed during the F.Y. 2024-25	No. of complaints pending as at the end of F.Y. 2024-25	Total number of Complaints pending/disposed of after 90 days
Sexual Harassment	Nil	Nil	Nil	Nil

Since, there was no complaint received during the year which is appreciable as the management of the company endeavor efforts to provide safe environment for the female employees of the company.

Total Strength of the Employees as on 31^st March 2025 is as follows:

Sl. No. Particulars	Permanent	Contractual	Total
1. Male	20		20
2. Female	7		7
3. Transgenders	0		0

37. Particulars of Employees:

The ratio of the remuneration of each director to the median employees remuneration and other details in terms of u/s 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report and is annexed as per Annexure -F.

The Company has only 3 (Three) employees on 31^st March 2025 and the particulars thereof in terms of remuneration drawn as per rule 5(2) read with rule 5(3) of Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed with the report as Annexure- G.

Further, there is no employee drawing remuneration of ?8,50,000/- per month or up to ? 1,02,00,000/- per year, therefore, the disclosure of particulars of employees as required u/s 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the Company.

However, none of them along with their relative hold more than 2% equity shares of the company. Therefore, the disclosure as required under Rule 5(2)(iii) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable.

38. Statement Related to Compliance of the Maternity Benefit Act 1961:

As there are currently no female employees in the Company, the provisions of the Maternity Benefit Act, 1961 are not presently applicable. However, the Company affirms its commitment to comply with the provisions of the Maternity Benefit Act, 1961 as and when female employees are engaged.

39. Secretarial Standards:

Your Company is in compliance with the Secretarial Standards specified by the Institute of Company Secretaries of India.

40. Application or Proceeding Pending under the Insolvency and Bankruptcy Code, 2016:

a. Details of Application Filed or Proceeding pending against the Company during the financial year under review:

Stakeholders may please note that neither any application is filed, nor proceedings are pending against the company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

b. Details of application filed by the Company pending during the financial year under review:

Stakeholders may please note that no applications were filed by the company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

41. Provision of voting by electronic means:

Your Company is providing E-voting facility under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The Ensuing AGM will be conducted Tuesday, the 30th day of September 2025 at 04:30 P.M. at the Registered office of the company situated at 9th Floor, Vaibhav Chambers, Opposite Income Tax, Bandra-Kurla Complex, Bandra (East), Mumbai 400051 MH. The details Regarding E-Voting Facility are Provided with the notice of the AGM.

42. General Disclosure:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these matters or were not applicable to the Company during the year under review:

a. Your Company has not announced any Corporate Action (buy back of securities, payment of dividend declared, mergers and de-mergers, split of any securities nor failed to implement or complete the Corporate Action within prescribed timelines.

b. There were no voting rights exercised by any employee of the Company pursuant to section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.

c. There was no instance of one-time settlement with any Bank or Financial Institution.

d. There were no revisions in the Financial Statement and Boards Report.

e. The Whole-Time Director of the Company does not receive any remuneration or commission from any of its subsidiaries.

f. Since your company is not having any subsidiary, joint venture or associate companies, therefore, the Company is not required to prepare consolidated financial statements for the period under review.

43. Cautionary Statement

Statements in the Boards Report and the Management Discussion & Analysis Report describing the Companys objectives, expectations, or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed or implied, depending on various economic conditions, Government policies, regulatory developments, and other incidental factors beyond the control of the Company.

44. Acknowledgement And Appreciation

Your directors place on record their deep appreciation for the continued guidance, cooperation, and support received from the Central and State Governments, Regulators, Shareholders, Bankers, Financial Institutions, and other business associates during the year under review.

The Board also takes this opportunity to acknowledge with gratitude the confidence and faith reposed by the Companys valued customers.

The Directors further express their sincere appreciation for the dedication, commitment, and contribution of all employees of the Company, which has been integral to its performance and sustained growth.