Worth Investment & Trading Company Ltd Directors Report

Dear Members,

Your Directors hereby present the 45^th Annual Report together with the audited Financial Statements of the Company for the financial year ended 31^stMarch, 2025.

FINANCIAL HIGHLIGHTS

The Companys financial performance for the financial year ended 31^stMarch, 2025 is summarised below: (Amount in lakh.)

Particulars	2024-25	2023-24
Revenue from Operations	512.33	439.99
Other Income	-	-
Total	512.33	439.99
Profit before Finance Cost, Depreciation & Taxation	421.76	347.91
Less: Finance Cost	164.21	100.45
Less: Depreciation	-	-
Profit before Taxation	257.55	247.46
Less: Tax Expenses	67.55	62.36
Profit/(Loss) after Tax	190	185.10
Profit / (Loss) for the year	190	185.10

STATE OF THE COMPANYS AFFAIRS

Your Companys income from operations during the year under review is Rs. 512.33 lakhs as compared to INR Rs. 439.99 Lakhs in the previous year. The total profit during the year under review is Rs. 190 lakhs as against Profit of Rs. 185.10 Lakhs during the previous year.

Detailed analysis and future outlook of the Companys business are dealt in the Management Discussion and Analysis Report.

DIVIDEND

Your directors have not recommended any dividend in the present financial year.

RESERVES AND SURPLUS

Your directors have proposed to transfer Rs. NIL to the Statutory Reserve Fund in the present financial year as per the guideline prescribed by the Reserve Bank of India, being a Non-Banking Financial Company.

BUSINESS OPERATIONS & OUTLOOK

The Company being an Finance and Investment Company presently invests to acquire, sell, transfer, subscribe for, hold and otherwise deal in and invest in any shares, bonds, stocks issued or guaranteed by any Company and also provide financial assistance by way of private financing to the identified groups. The business of the Company largely depends on the consumers spending power.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company during the year.

SHARE CAPITAL OF THE COMPANY

The authorised share capital of your company increased from existing is Rs. 16,60,00,000/- (Rupees Sixteen Crores Sixty Lakhs Only) divided into 166000000 (Sixteen Crores Sixty Lakh) Equity Shares of Rs. 1/- (Rupees one Only) each, to Rs. 37,10,00,000/- (Rupees Thirty-Seven Crores Ten Lakhs Only) divided into 371000000 (Thirty-Seven Crores Ten Lakhs) Equity Shares of Rs. 1/- (Rupees one Only) vide ordinary resolution passed at the 2nd Extra-ordinary general meeting of the company held on 31^st, October 2024 The Paid-up Share Capital of the company was also increased from existing from Rs. 14,82,86,800 (Rupees Fourteen Crore Eighty-Two Lakh Eighty-Six Thousand Eight Hundred) divided into 14,82,86,800 (Fourteen Crore Eighty-Two Lakh Eighty-Six Thousand Eight Hundred) equity shares of Re. 1/- each fully paid up to Rs. 37,07,17,000 (Rupees Thirty-Seven Crore Seven Lakh Seventeen Thousand.)divided into 37,07,17,000(Thirty-Seven Crore Seven Lakh Seventeen Thousand) equity shares of Rs. 1/- each fully paid up vide ordinary resolution passed at the 2nd Extra-ordinary general meeting of the company held on 31^st, October 2024 The company sub-divided equity shares from the face value of 10/- per share to 1/- per share with effect from July 03, 2024

Particulars	Share capital Structure Pre Sub-division			Share capital division	Structure Post
	No of Shares	Face value (Rs)	Total (Rs)	No of Shares	Face value (Rs)	Sub- Total (Rs)
Authorised	16600000	10	16,60,00,000	166000000	1	16,60,00,000
Share Capital Equity:
Preference:
	0	0	0	0	0	0
Issued, Subscribed and Paid-up	14828680	10	14,82,86,800	148286800	1	14,82,86,800
Share Capital Equity:
Preference:
	0	0	0	0	0	0

Further company during the year issued bonus shares in ratio of 3:2 on EGM held on 31st October, 2025 & subsequently allotted the bonus shares to its shareholders on November, 18, 2025.

Share capital Structure Pre Bonus Issue	Share capital Structure Post Bonus Issue
148286800	370717000

RISKS AND AREAS OF CONCERN

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The company had no subsidiary, joint venture and associate company during the year under review.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return is uploaded on website

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year there were no changes in Directors and Key Managerial Personnel

(d) Declaration from Independent Directors

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure.

(e) Annual Performance and Board Evaluation

The Board has devised a policy pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for performance evaluation of the Chairman, Board and Individual Directors (including Independent Directors) and Committees which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors. The Board has devised questionnaire to evaluate the performances of Board, Board Committees and individual Directors and Chairperson. The Chairman of respective Board Committees shared the report on evaluation with the respective committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees. The reports on performance evaluation of the individual Directors were reviewed by the Chairman of the Board. The evaluation framework for assessing the performance of Directors comprises of the following key areas: i. Attendance at Board Meetings and Committee Meetings; ii. Quality of contribution to Board deliberations; iii. Strategic perspectives or inputs regarding future growth of Company and its performance; iv. Providing perspectives and feedback going beyond information provided by the management. v. The details of the programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company.

(f) Key Managerial Personnel (KMP)

The Key Managerial Personnel of the Company are as follows:

Nimit Rajesh Ghatalia	C.E.O
Bina Rajesh Ghatalia	C.F.O
Himani Gupta	Company Secretary

MANAGERIAL REMUNERATION AND OTHER DETAILS

The Company earned minimal profit during the year so the Company has not provided any Managerial Remuneration to the Directors.

AUDIT COMMITTEE AND ITS COMPOSITION

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also overviews the Companys internal control and financial reporting process. As on 31^st March, 2025, the Audit Committee comprised of the following directors:

Name	Designation
Lalit Radha Krishna Tulsiani	Chairperson & Independent Director
Anil Mandal	Member, Independent Director
Nimit Rajesh Ghatalia	Member, Executive Director

Mrs. Himani Gupta, Company Secretary of the Company acts as the Secretary of the Audit Committee.

MEETINGS OF THE BOARD

During the financial year 2024-25, the Board met 11 (Eleven) times

18th April, 2024	28th September, 2024
30th April, 2024	5th October, 2024
29th May, 2024	13th November, 2024
20th June, 2024	18th November, 2024
13th August, 2024	13th February, 2025
4th September, 2024

The intervening gap between any two consecutive meetings was within the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(5) of the Companies Act, 2013 state that: (a)in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) the Directors 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; (c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the Directors have prepared the annual accounts on a going concern basis; (e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (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.

DEPOSITS

During the financial year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Loans, guarantee or Investment as per Section 186 of the Companies Act, 2013 are provided in the Audit report.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the ends of the financial year of the Company 31^st March, 2025 till the date of this report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVE

As the company does not have net worth of rupees five hundred crore or more, or turnover of rupees one thousand crores or more or a net profit of rupees five crore or more during any financial year, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable.

WHISTLE BLOWER / VIGIL MECHANISM POLICY

As required under section 177(9) & (10) of the Companies Act, 2013, the Company has established a mechanism for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of code of conduct or ethics policy. The mechanism also provides for adequate safeguards against victimization of director(s) / employee(s) who avails of the mechanism and also provides for direct access to the Chairman of the Audit Committee in the exceptional cases. Vigil Mechanism policy is duly posted on the website of the company. We affirm that during the financial year 2024-25, no employee or director was denied access to the Audit Committee.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, and Rules made thereunder and based on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s Motilal & Associates LLP, Chartered Accountants, (Firms Registration No. 106584W), Mumbai as the Statutory Auditors of the Company, subject to the approval of the Members of the Company in the Companys ensuing Annual General Meeting. M/s Motilal & Associates LLP, shall hold office for a term of five years, from the conclusion of the 43^rd Annual General Meeting until the conclusion of the 48^th Annual General Meeting of the Company to be held in the year 2028, subject to ratification of their appointment by the members, if required, at every intervening Annual General Meeting held after this Annual General Meeting. The proposal of their appointment is included in the Notice of the ensuing Annual General Meeting for approval of the Members of the Company.

M/s Motilal & Associates LLP has furnished written consent and a confirmation to the effect that they are not disqualified to be appointed as the Statutory Auditor of the Company in terms of the provisions of Section 139 of the Companies Act, 2013 and Rules framed thereunder.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board had appointed CS Parbat Chaudhari, Practising Company Secretary [C.P.No.:22429], to undertake Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report is annexed to this report as "Annexure B".

COST AUDITOR

Our Company being an NBFC, not meeting the criteria of appointing the cost Auditor. Hence the same is not applicable on our company.

AUDITORS REPORT

There are no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditor in their Auditors report for the financial year 2024-25.

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

Particulars in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo, is annexed to this report as "Annexure C".

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report have been made a part of the Annual Report and is annexed to this report as "Annexure D".

CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report have been made a part of the Annual Report and is annexed to this report as "Annexure E".

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOINGCONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have any bearing on Companys operations in future.

INTERNAL FINANCIAL CONTROL SYSTEMS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically and used efficiently and are adequately protected.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company is committed to provide and promote safe and healthy environment to all its employees without any discrimination. During the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.The Company has in place an Anti-Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act 2013, An Internal Complaints Committee has been set up to redress complaints Received Regarding Sexual Harassment.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the continued co-operation, guidance, support and assistance extended during the year under report by the Companys bankers, customers, suppliers, shareholders and the Government agencies. The Board of Directors wishes to express its appreciation for the valuable contribution made by the employees and workmen at all levels during the year under report.

For and on behalf of the Board of Directors

Worth Investment & Trading Co. Limited

Sd/-

Mihir Rajesh Ghatalia

Director

DIN: 00581005

Sd/-

Nimit Rajesh Ghatalia

Director& CEO

DIN: 07069841

Place: Thane

Date: 05th September, 2025.