Your Directors hereby present the Thirty-Fourth Annual Report together with Audited Financial Statements
for the year ended 31st March, 2025.

Financial summary or highlights/performance of the Company:

The financial highlights for the current year in comparison to the previous year are as under:

(RUPEES IN LAKHS)

Financial Performance:

During the year under review, the interest income from loans granted was Rs.19.06 Lakhs as against
Rs. 32.03 Lakhs for the previous year. The operations of the Company have resulted in Profit after Tax
of Rs. (57.28) Lakhs as against Rs. 147.77 Lakhs in the previous year. During the period and under
review Company has invested in the shares of other companies and the income from sale of shares
during the current year is Rs. 2840.94 Lakhs against Rs. 1714.87 Lakhs in the previous financial year.

Transfers to Reserves:

Company did not transfer any amount to reserves.

Companies which have become or ceased to be its subsidiaries, joint ventures or associate
companies during the year:

Your Company does not have any subsidiaries, joint ventures or associate companies during the year.
Dividend:

With a view to conserve resources for long term needs of the Company your Directors do not recommend
any dividend for the financial year 2024-25.

Change in the nature of business:

There is no change in the nature of business during the FY 2024-25.

Statutory Auditors:

As the current term of M/s B D S & Co, Chartered Accountants, the existing Auditors expires after the
conclusion of the ensuing AGM of the Company, The Board of Directors based on the recommendation
of Audit Committee in their meeting held on 19th August, 2025 approved appointment of M/s. V. Goyal
& Associates, Chartered Accountants (Firm Regn No: 312136E), Kolkata, as the Statutory Auditors of
the Company to hold office till the conclusion of 39th Annual General Meeting subject to approval of
shareholders at the 34th Annual General Meeting of the Company.

M/s. V. Goyal & Associates, Chartered Accountants (Firm Regn No: 312136E),, have consented to the
aforesaid appointment and confirmed that their appointment, if made, will be within the limits specified

under Section 141 (3)(g) of the Companies Act, 2013 They have further confirmed that they are not
disqualified to be appointed as the Statutory Auditors in terms of the Companies Act. 2013 and the rules
made thereunder.

Hence, the agenda for appointment of Statutory Auditor has been proposed in the item 3 of this Annual
General Meeting.

The Independent Auditors report given by M/s B D S & Co, Chartered Accountants, Statutory Auditors of
the Company on Financial Statements of the Company does not contain any qualification, reservation
or adverse remark.

Reporting of Frauds:

During the year under review, there was no instance of fraud, which required the Statutory Auditors to
report to the Audit Committee and /or Board under Section 143(12) of the Companies Act, 2013 and the
rules made thereunder.

Auditors Report:

The auditors have given their report on the Annual Accounts of the Company and there is no reservation
or qualification made by them. The notes given in the Auditors Report are self-explanatory and needs
no further clarification.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company
under sub-section (12) of section 143 of the Companies Act, 2013, during the year under review.

Internal Auditors:

The Board of Directors based on the recommendation of the Audit Committee have appointed M/s.
Goyal YK & Associates, Chartered Accountants, Kolkata (ICAI Firm Registration No 312136E), as the
Internal Auditors for the F.Y 2025-26.

Secretarial Auditors & Secretarial Audit Report:

Pursuant to provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed. Ms. Disha Dugar
Jhunjhunwala, Practicing Company Secretaries, to conduct Secretarial Audit for 2024-25. The Secretarial
Audit Report, pursuant to Section 204(1) of the Companies Act, 2013, for the financial year ended 31st
March, 2025 is given in 'Annexure III' attached hereto and forms part of this Report.

During the year under review following are the qualifications given by Secretarial Auditors and
the Board Response:

The Company has submitted the voting results to Stock Exchange in pdf file within the prescribed time,
however voting results in XBRL were submitted after the prescribed timeline on 03rd October, 2024
which is a deviation to Regulation 44(3) of SEBI (LODR) Regulations, 2015

Reply:

With reference to the delay in submission of results in XBRL mode, we submit to you that we have
submitted the outcome of AGM for the 33rd AGM of the Company along with scrutiniser report and
voting results on 1st October, 2024 and immediately, we have uploaded XML document of Voting results
in respect of the same, which is well within the period of two working days from the date of AGM and we

have encountered continuous technical error and acknowledgement of submission of the same was
also not generated. Further again on 3rd October we could successfully submit the same xml file, where
Acknowledgement was generated.

b) The Company has complied with the quarterly filing requirements only for the first quarter of the
financial year. The Company has confirmed that it will ensure compliance with the said requirements in
the subsequent quarters

Reply:

The delay in submission for the subsequent period was primarily due to unforeseen technical issues
encountered in the filing portal/application, which resulted in repeated errors during the submission
process. Despite our best efforts, these system-related challenges could not be resolved in time, thereby
preventing timely filing. We inform you we shall be completing the filing within few days taking help of
experts in this field.

Maintenance of Cost Records:

Company is not required to maintain cost records as specified by the Central Government under sub¬
section (1) of section 148 of the Companies Act, 2013

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE
RESIGNED DURING THE YEAR:

During the Financial Year Based on the recommendation of Nomination and Remuneration Committee
of the Board, Board of Directors of the Company in their meeting held on May 16, 2024 have approved
reappointment of Shri. Gyan Swaroop Garg, Managing Director of the Company for a term of 3 years
with effect from June 1, 2024 and the same was approved by shareholders in the 33rd AGM of the
Company

During the Financial year 2024-25, based on the recommendation of Nomination and Remuneration
Committee of the Board, Board of Directors of the Company in their meeting held on August 13, 2024
have approved appointment of Shri. Subramanian Ramakrishnan as an Independent Director of the
Company effective from 13th August 2024 subject to the approval of the members at the ensuing
Annual General Meeting of the Company and the same was approved by shareholders in the 33rd AGM
of the Company

Except for the above mentioned there were no other changes in the office of Directors or Key Managerial
personnel during the Reporting period.

Declaration given by Independent Directors:

Every Independent Director, at the first meeting of the Board in which he participates as a Director and
thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the
criteria of independence as provided under the Companies Act, 2013 and the Company has taken the
note of the same.

Meeting of Independent Directors:

During the year under review, the Independent Directors met on 13.02.2025 inter alia, to discuss

• Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole;

• Evaluation of the performance of the Chairman of the Company, taking into account the views of
the Executive and Non-Executive Directors.

• Evaluation of the quality, content and timelines of flow of information between the Management and
the Board that is necessary for the Board to effectively and reasonably perform its duties.

• All the Independent Directors were present at the Meeting.

Number of Meetings of the Board during the Year

The Board of Directors of the Company met 4 (Four times) and gap between two Board meetings did
not exceed 120 days.

Committees of the Board:

Details of Committees of the Board, their composition and attendance are provided in Annexure-I to this
report

Fixed deposits:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act,
2013 and the Companies (Acceptance of deposits) Rules, 2014.

Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013:

The Company, being a non-banking finance Company registered with the Reserve Bank of India and
engaged in the business of giving loans and is exempt from complying with the provisions of section
186 of the Companies Act, 2013. Accordingly, the disclosures of the loans given as required under the
aforesaid section have not been given in this Report.

Change in nature of Business:

There is no change in the nature of business during the period under review.

Material changes and commitments, if any, affecting the financial position of the company which have
occurred between the end of the financial year of the company to which the financial statements relate
and the date of the report:

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

Director's Responsibility Statement:

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their
knowledge and belief and according to the information and explanation obtained by them:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures;

ii) Such accounting policies as mentioned in the notes to the financial statements have been selected
and applied consistently and judgments and estimates that are reasonable and prudent made so
as to give a true and fair view of the state of affairs of the Company at the end of the financial year
2024-25 and of the loss of the Company for that period;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting record in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts for the year 2024-25 have been prepared on a going concern basis.

v) That proper internal financial controls were in place and that the financial controls were adequate
and were operating effectively.

vi) That systems to ensure compliance with the provisions of all applicable laws were in place and
were adequate and operating effectively.

Remuneration Policy:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a
policy for selection and appointment of Directors and Senior Management personnel and fix their
remuneration. The Remuneration Policy is posted on the website of the Company at the link:
www.golechhaglobal.com.

Vigil Mechanism/ Whistle Blower Policy:

Your Company believes in promoting a fair, transparent, ethical and professional work environment.
The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in
accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligation and
Disclosure Requirements), Regulations, 2015 for reporting the genuine concerns or grievances or
concerns of actual or suspected, fraud or violation of the Company's code of conduct. The said Mechanism
is established for directors and employees to report their concerns. The policy provides the procedure
and other details required to be known for the purpose of reporting such grievances or concerns.

The details of the Whistle Blower Policy & Vigil Mechanism and other polices of the Company are
posted on the website of the Company www.golechhaglobal.com.

Contracts or Arrangements with related parties pursuant to provisions of Section 188(1) of
Companies Act, 2013:

During the period under report, Company has entered into transaction with related party as specified in
section 188 (1) of the Act. However, the transaction was at arm's length basis. The requisite details of
the related party transactions entered into during the financial year are provided as Annexure -II to this
report

A suitable disclosure as required by the Accounting Standards (AS 18) has been made in the notes to
the Financial Statements. All the related party transactions were placed before the Audit Committee and
to the Board for their approval, whenever required.

Ddevelopment and Implementation of Risk Management Policy for the Company Including
Identification therein of elements of risk, if any, which in the opinion of the Board may threaten
the existence of the Company:

The Company has risk management mechanism in place which mitigates the risk at appropriate situations
and there are no elements of risk, which in the opinion of Board of Directors may threaten the existence
of the Company. A detailed description of the risks & threats has been disclosed in the Management
Discussion Analysis Report forming part of the Annual Report.

Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo:

Information required under section 134(3)(m) read with Rule, 8 of the Companies (Accounts) Rules,
2014, of the Companies Act, 2013 has not been given as the same is not applicable owing to the nature
of activities and there was no foreign earnings and outgo during the year under review.

Extract of Annual Return:

Copy of Annual Return MGT-7 is available on the website of the Company www.golechhaglobal.com.
Listing:

Your Company's shares are listed on the BSE Limited and the listing fees for Financial Year 2025-26 is
paid.

Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and of the of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried
out the annual performance evaluation of its own performance, the Directors individually as well as the
evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors,
covering various aspects of the Board's functioning such as adequacy of the composition of the Board
and its Committees, Board culture, execution and performance of specific duties, obligations and
governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the
Chairman & Managing Director of the Board, who were evaluated on parameters such as level of
engagement and contribution, independence of judgments, safeguarding the interest of the Company
and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The
performance evaluation of the Chairman and the Non-Independent Directors was carried out by the
Independent Directors who also reviewed the performance of the Secretarial Department. The Directors
expressed their satisfaction with the evaluation process.

Details in Respect of Adequacy of Internal Financial Controls 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 designed to ensure reliability of financial reporting, timely feedback on achievement of
operational and strategic goals, compliance with policies, procedure, applicable laws and regulations,
and that all assets and resources acquired are used economically.

Management Discussion and analysis report:

Pursuant to the provisions of Schedule V to SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed as "Annexure
V" to this report.

Human Resources:

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in
view, your Company takes utmost care to attract and retain quality employees. The employees are
sufficiently empowered and such work environment propels them to achieve higher levels of performance.
The unflinching commitment of the employees is the driving force behind the Company's vision. Your
Company appreciates the spirit of its dedicated employees.

Particulars of Employees:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is herewith
annexed as Annexure -IV to this report.

Corporate Governance

The Corporate Governance is not applicable to the Company as per SEBI Circular CIR/CFD/POLICY
CELL/7/2014 dated 15th September, 2014 and as such this disclosure is not applicable.

Details about the Corporate Social Responsibility Policy Developed and Implemented by the
Company.

The Company does not meet the Criteria as specified in Section 135 of the Companies Act, 2013
regarding Corporate Social Responsibility.

Significant and Material Orders Passed by the Regulators or Courts.

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

Disclosure about buy back of securities, sweat equity, bonus issue, employees stock option plan

(A) Buy Back: There have been no such cases during the year 2024-25.

(B) Sweat Equity: There have been no such cases during the year 2024-25.

(C) Bonus Issue: There have been no such cases during the year 2024-25.

(D) Employee Stock Option Plan (ESOP)s: There have been no such cases of ESOPs issue during the
year 2024-25.

Details of application made or proceeding pending under insolvency and bankruptcy code, 2016

During the year under review, to our knowledge, there were no applications 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 and valuation while availing
loan from banks and financial institutions

During the year under review, there was no incident of one-time settlement of loans taken from Banks
and Financial Institutions. Hence, the disclosure under this heading is not applicable to the Company.

Disclosure under 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 the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal
Complaints Committee (ICC) has been set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the
financial year 2024-25:

• No. of complaints received: Nil

• No. of complaints disposed off: Nil

There was no case which was pending for more than 90 days.

Insider Trading Regulations:

The Company has adopted an 'Code of Conduct to Regulate, Monitor and Report Trading by Insiders '
("the Code") in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT
Regulations).

The Code is applicable to Promoters, Member of Promoter's Group, all Directors and such Designated
Employees who are expected to have access to unpublished price sensitive information relating to the
Company. The Company Secretary is the Compliance Officer for monitoring adherence to the SEBI
(Prohibition of Insider Trading) Regulations, 2015.

The Company has also formulated 'The Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information (UPSI)' in compliance with the SEBI (PIT) Amendment
Regulations, 2018. This Code is displayed on the Company's website viz. www.golechhaglobal.com.

Statement of compliance with Maternity Benefit Act 1961

Your Company has in place the Maternity Benefit Policy in place in compliance with the provisions of the
Maternity Benefit Act, 1961, extending all statutory benefits to eligible women employees.

Number of employees as on the closure of financial year

i. Female : 1

ii. Male : 5

iii. Others : 0

Acknowledgements:

Your directors place on record their appreciation for the sense of commitment and sincerity shown by
the employees. They also place on record their deep admiration and acknowledge with gratitude for the
support and co-operation extended by the clients, bankers, investors and shareholders at large for their
unwavering support throughout the year.

BY THE ORDER OF THE BOARD
FOR GOLECHHA GLOBAL FINANCE LIMITED

Sd/-

GYAN SWAROOP GARG

Place: Kolkata

CHAIRMAN & MANAGING DIRECTOR

^{Date: 19}.°⁸.²⁰²⁵ Din: 00602659