Your Company’s Directors are pleased to present the 19^th Annual Report of the Company, along with Audited Accounts, for the
financial year ended 31^st March, 2024.

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

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

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

Financial Performance and state of Company’s affairs [Section 134(3)(i)]

During the year under review, your Company has recorded a total income of Rs. 236.32 lac against Rs. 221.69 lac in the previous
year. The Company has incurred profit before tax of Rs. 213.04 lac for the current financial year as compared to profit before tax
of Rs. 209.77 lac in the previous year.

Dividend [Section 134(3)(k)]

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

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

Except for transfer of net profit to reserve fund created u/s 45-IC of the Reserve Bank of India Act, 1934, the Company has not
transferred any amount to other reserve for the financial year ended 31^st March, 2024.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

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

Change in promoters and management

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

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

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

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

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

There are no material changes and or commitments affecting the financial position of the Company, between the end of the financial
year, i.e. 31st March, 2024 and the date of the report except for the following:

1. Completion of the activities under the SPA on 19^th December, 2023 and Uttam Bharat Bagri being the new promoter of the
Company w.e.f. 29^th July, 2024

2. Change in registered office of the Company from Level 9 (Unit-801), Centrum House, CST Road, Vidyanagari Marg, Kalina,
Santacruz (East), Mumbai-400 098 to 208, P.J Towers, Dalal Street, Fort, Mumbai-400 001 to w.e.f. 1^st August, 2024.

3. Change in corporate office of the Company from Level 9 (Unit-801), Centrum House, CST Road, Vidyanagari Marg, Kalina,
Santacruz (East), Mumbai-400 098 to 1207A, P.J Towers, Dalal Street, Fort, Mumbai-400 001 to w.e.f. 1^st August, 2024

4. Resignation of Mr. Kumud Ranjan Mohanty, Mr. Surajit Sarkar, Mr. Shailendra Apte, Ms. Nikita Kothari and Mr. Prateek
Ghatiya from the Board w.e.f. closing of business hours of 30^th July, 2024

5. Appointment of Mr. Nahar Singh Mahala, Ms. Neelam Ingle and Ms. Jyoti Budhia as Additional Non-Executive Independent
Directors w.e.f. 30^th July, 2024

6. Appointment of Mr. Uttam Bharat Bagri as Additional Director in the capacity of Managing Director w.e.f. 31^st July, 2024

7. Resignation of Shailendra Apte as Chief Financial Officer (CFO) of the Company w.e.f. closing of business hours of 30^th July,
2024

8. Reclassification of the Company from NBFC-ML (Non-Banking Finance Company - Middle Layer) to NBFC-BL (Non¬
Banking Finance Company - Base Layer), pursuant to the Master Circular - Reserve Bank of India (Non-Banking Financial
Company - Scale Based Regulation) Directions, 2023 (“NBFC Scaled based Directions”)

Change in the nature of business I.Rule 8(5)(ii)l

As on date of this Report, your Company is a Non-Deposit Accepting NBFC-BL with asset size of less than Rs.100 crore holding
RBI Certificate of Registration (CoR) no. N-13.01840.

Pursuant to change in promoters as stated under para “Change in promoters and management” above, your Company has been
reclassified as NBFC-Base Layer (NBFC-BL). Necessary intimation on this behalf have been made to the concerned department
of RBI. The basic nature of your Company (as per NBFC Scaled based Directions) is NBFC-Investment and Credit Companies
(NBFC-ICC).

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

Changes in Share Capital

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

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

Listing fee

The Company is currently listed on the SME platform of BSE Limited under scrip code 534109 and under Scrip ID PYXISFIN.
Your Company has paid Annual listing fee for the financial year 2023-24 and all the previous years to the abovementioned
exchange.

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

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

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

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

• There exists no scheme for provision of money for purchase of or subscription of shares by employees or by trustees for the
benefit of employees of the company, and thus no disclosure is required [Proviso to Section 67(3) read with Rule 16(4) of the
Companies (Share Capital and Debentures) Rules, 2014]

Web link of annual return [Section 134(3)(a)]

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

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

Details of Directors

A. Appointed / Re-appointed / Re-designated / Ceased during the financial year [Section 168(1) r/w Rule 8(5)(iii)]

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

i. Woman Director(s):

In compliance with 2^nd proviso to Section 149(1)(a) of the Companies Act, 2013 read with Rule 3 of the Companies
(Appointment and Qualifications of Directors) Rules, 2014, Company had appointed Ms. Nikita Kothari (DIN:
08952012) as a Woman Director on the Board of the Company.

ii. Independent Director(s):

In compliance with Section 149(4) of the Companies Act, 2013 read with Rule 4 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014, 1/3^rd of the total Board composed of the following individuals as Non-Executive
Independent Directors, not liable to retire by rotation;

1. Ms. Nikita Kothari (DIN: 08952012)

2. Mr. Rahul Singh (DIN: 07477748)

Mr. Rahul Singh (DIN: 07477748) stepped down from the Board on 3^rd December, 2023 on the grounds of professional
commitment. His resignation was accepted by the Board in its meeting dated 2^nd December, 2023. In the same meeting,
Mr. Prateek Ghatiya (DIN: 07720143) was appointed as an Additional Non-Executive Independent Director to hold
office upto the forthcoming Annual General Meeting (AGM).

iii. Executive/Non-Executive Directors:

• Mr. Kumud Ranjan Mohanty (DIN: 07056917) held the position of Managing Director of the Company.

• Mr. Surajit Sarkar (DIN: 06937315) held the position of Non-Executive Director of the Company.

• Mr. Shailendra Apte (DIN: 00017814) held the position of Non-Executive Director of the Company.

• Ms. Nikita Kothari (DIN: 08952012) held the position of Non-Executive Independent Director of the Company.

• Mr. Rahul Singh (DIN: 07477748) held the position of Non-Executive Independent Director of the Company, till 3^rd
December, 2023.

• Mr. Prateek Ghatiya (DIN: 07720143) held the position of Non-Executive Independent Director of the Company 2^nd
December, 2023 onwards.

Apart from the above, there are no changes in the composition of Board of Directors during the financial year 2023-24.

B. Appointed / Re-appointed / Re-designated / Ceased after the end of the financial year and till the date of this report

Pursuant to relevant clauses of SPA dated 19^th December, 2023 following changes in the Board occurred:

• Mr. Kumud Ranjan Mohanty stepped down as a Managing Director w.e.f. closing of business hours of 30^th July, 2024

• Mr. Surajit Sarkar and Mr. Shailendra Apte stepped down as Non-Executive Directors of the Company w.e.f. closing of
business hours of 30^th July, 2024

• Mr. Uttam Bharat Bagri appointed as Additional Director in the capacity of Managing Director for a term of 5 years
commencing from 31^st July, 2024 to 30^th July, 2029

Due to change in management and control, the following Directors & KMP’s expressed their unwillingness to continue with their
role:

• Ms. Purnima Garg resigned as a Company Secretary and Compliance Officer w.e.f. 25^th June, 2024

• Mr. Prateek Ghatiya and Ms. Nikita Kothari resigned as Independent Directors w.e.f. closing of business hours of
30^th July, 2024

• Mr. Shailendra Apte resigned as CFO w.e.f. closing of business hours of 30^th July, 2024

Mr. Nahar Singh Mahala, Ms. Neelam Ingle and Ms. Jyoti Budhia appointed as Additional Non-Executive Independent Directors
for a term of 5 years commencing from 30^th July, 2024 to 29^th July, 2029. Ms. Yojana R. Pednekar appointed as a Company
Secretary and Compliance Officer w.e.f. 30^th July, 2024.

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

Additional Directors hold office until the date of the next Annual General Meeting (AGM). These candidates are eligible for
reappointment as Directors and each of them have submitted written notices of their candidacy, signed by themselves, indicating
their willingness to serve as Directors [Section 160].

As the appointments involves

i. appointment of Independent Directors and

ii. appointment of other Director(s) on the recommendation of the Nomination and Remuneration Committee (NRC) of the
Company

requirement of deposit of Rs. 1 lac [as stated in section 160(1) of the Companies Act, 2013] shall not apply.

New Board as on the date of this report composes of'

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

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

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

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

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

iv. Key Managerial Personnel (KMP):

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

i. Managing Director

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

ii. Chief Financial Officer

Mr. Shailendra Apte (PAN: ACSPA9438N) till 30^th July, 2024
Post is vacant w.e.f. 31^st July 2024

iii. Company Secretary & Compliance Officer

Ms. Neha Malot (PAN: CPLPM4359G) till 1^st August, 2023

Mr. Karan Shah (PAN: FXWPS8319J) from 2^nd August, 2023 till 30^th October, 2023
Ms. Purnima Garg (PAN: CEXPG7642P) from 2^nd December, 2023 till 25^th June, 2024
Ms. Yojana R. Pednekar (PAN: ARKPP8762H) 30^th July, 2024 onwards

Audit Committee /Section 177(8)]

At the beginning of the financial year, Audit Committee was constituted with the following members:

Due to resignation and appointment of Directors over the period of time, Audit Committee was reconstituted as follows:
With effect from 2^nd December, 2023

With effect from 30^th July, 2024

Nomination and Remuneration Committee (NRC) /Section 178(4)]

At the beginning of the financial year, NRC was constituted with the following members:

Due to resignation and appointment of Directors over the period of time, Audit Committee was reconstituted as follows:
With effect from 2^nd December, 2023

With effect from 30^th July, 2024

Stakeholders’ Relationship Committee [Section 178(5)1

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

Corporate Social Responsibility Committee [Section 135(1)1

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

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

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

Establishment of Vigil Mechanism [Section 177(10)1

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

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

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

Seven meetings of the Board were held during the financial year ending 31^st March, 2024. The intervening gap between the
meetings was within the period prescribed under the Companies Act, 2013 read with rules made thereunder and the Secretarial
Standard-1 (SS-1) on Meetings of the Board of Directors.

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

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

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

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

In a separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole
and performance of the Chairman was evaluated, taking into account the views of executive Directors and Non-executive directors.

The same was discussed in the Board meeting that followed the meeting of the independent Directors, at which the performance of
the Board, its committees and individual Directors was also discussed.

Directors Responsibility Statement [Section 134(3)(c) & (5) r/w Rule 8(5)(viii)1

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

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

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

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

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

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work
performed by the statutory auditors and external consultants and the reviews performed by management, the Board is of the opinion
that the Company’s internal financial controls were adequate and effective during the financial year ending 2024.

Company’s Policy relating to Directors Appointment, Payment of Remuneration and discharge of their duties [Section
134(3)(e)l

The Company has in place a Nomination and Remuneration Policy for the Directors, KMPs and other employees pursuant to the
provisions of the Companies Act, 2013 and the Listing Regulations which is set out in Annexure 1 of this Report.

Declaration of Independent Directors [Section 149(10) r/w Section 134(3)(d)l

Company is in receipt of “Declaration of Independence” for the financial year 2023-24, as prescribed under 149(7), stating that the
Independent Directors meets the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

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

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

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

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

Deposits [Rule 8(5)(v), (vi)1

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

Particulars of loans, guarantees and investments [Section 134(3)(g)1

Your Company being an NBFC, provisions of section 186 are not applicable. Hence, no disclosure made under the relevant section.
Related Party Transactions [Section 134(3)(h) r/w Rule 8(2) 1

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

Particulars of contracts or arrangements with related party referred to in section 188(1) along with the justification for entering into
such contract or arrangement in form AOC-2 form part of the Report set out in Annexure 2.

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

In view of the nature of activities carried on by the Company, the requirements for disclosure in respect of Conservation of Energy,
Technology Absorption, in terms of the Companies (Accounts) Rules, 2014 are not applicable to the Company. However the

Company takes all possible efforts towards energy conservation. The requirement for disclosure with regard to technology
absorption does not apply to the Company as the activities in which the Company operates does not require any technology.

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

Subsidiaries, Joint Ventures and Associate Companies I.Rule 8(5)(iv)J

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

Disclosure on maintenance of Cost Records IRule 8(5)(ix)]

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

Auditors

i. Statutory Auditor [Section 139]

M/s. P.D. Saraf & Co., Chartered Accountants (FRN: 109241W), were appointed as the Statutory Auditors at the AGM of the
Company held on 30^th September, 2021 for a period of five years i.e. from financial year 2020-21 to financial year 2024-25,
to hold office till the conclusion of the 20^th AGM of the Company. However, the said Auditor have expressed its unwillingness
to continue with the role vide its letter dated 30^th August, 2024 due to preoccupation and change in company’s management.

The Auditors’ Report issued by the aforementioned Auditor for the financial year 2023-24 does not contain any adverse
remarks, qualifications or reservations or disclaimers, which require explanations/comments by the Board. The observations
made in the Auditors report read with the relevant notes thereon, are self-explanatory and hence do not call for any comments
under Section 134 of the Companies Act, 2013.

M/s. Bhatter & Co., Chartered Accountants (ICAI Firm Registration No.: 131092W) were appointed by the Board as Statutory
Auditor on recommendation of the Audit Committee, to fill the casual vacancy. Pursuant to Section 139(8)(i) such appointment
is subject to approval of members in the forthcoming AGM.

ii. Internal Auditor [Section 138]

The Company had appointed M/s. F. K. Mody & Co., Chartered Accountants as Internal Auditors to conduct Internal Audit of
records and documents of the Company for the financial year 2023-24.

iii. Secretarial Auditor [Section 204]

M/s. Jain & Vishwakarma, (formerly known as Priyanka J & Associates) had been appointed as Secretarial Auditor of the
Company for the financial year 2023-24.

The Secretarial Audit Report confirms that the Company has generally complied with the provisions of the Act, Rules,
Regulations and Guidelines etc.

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

iv. Cost Auditor [Section 148]

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

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

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

Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Auditors
[Section 134(3)(f)l

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

Details or significant and material orders passed by the regulators or courts or tribunals [Rule 8(5)(vii)l

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

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

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

Disclosure on Corporate Social Responsibility (CSR) fSection 134(3)(o) r/w Section 1351

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

Particulars of Employees and Remuneration [Section 197(12) r/w Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 20141

i. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial
year - No remuneration was paid to the Directors during the year under review.

ii. The percentage increase in remuneration of each director, Chief Financial Officer (CFO), Chief Executive Officer (CEO),
Company Secretary or Manager, if any, in the financial year - No remuneration was paid to the Directors and CFO during
the year under review. No Manager or CEO were appointed during the year under review. There was no increase in the
remuneration of the Company Secretaries appointed during the year under review.

iii. The percentage increase in the median remuneration of employees in the financial year - As there were no employees on the
payroll of the Company, there is no information to disclose under this clause.

iv. The number of permanent employees on the rolls of the company; - There were no employees on the payroll of the Company.

v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if
there are any exceptional circumstances for increase in the managerial remuneration - During the year under review, except
for Company Secretary, no other managerial personnel was paid remuneration and thus, no comparative data is available
for disclosure.

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

vii. The names of the top ten employees in terms of remuneration drawn - There were no employees on the payroll of the
Company.

viii. The name of every employee, who

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

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

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

Disclosure under section 197 r/w Schedule V

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

No managerial remuneration was paid during the year 2023-24. Thus disclosure stated under para “IV. Disclosures” of Section II
of Part II of Schedule V of the Companies Act, 2013, is not applicable. Managerial remuneration payable during the year 2024-25
is in compliance with Section I of Part II of Schedule V of the Companies Act, 2013.

Disclosure under section 197(14)

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

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [Rule
8(5)(ix)1

The Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual
Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set
up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are
covered under this policy. The Company did not receive any complain during the year 2023-24.

Details of application made to the Insolvency and Bankruptcy Code, 2016 [Rule 8(5)(xi)1

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

Details of difference in valuation amount [Rule 8(5)(xii)1

There exists no case requiring the disclosure as mentioned under Rule 8(xii) of the Companies (Accounts) Rules, 2014.

Voluntary Revision of Financial Statements or Board’s Report [Section 131(1)1

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

Additional Disclosures under Companies Act, 2013

• Changes in Statutory auditor, Secretarial auditor

• Reasons for delay in holding Annual General Meeting, if any.

• Appointment of relatives of directors to an office or place of profit.

• Special resolutions which were passed by the shareholders in the previous meeting(s) but which have not been acted upon and
the reasons thereof.

• Redemption of debentures or preference shares was due during the year but has not taken place

• Variation in the rights of any one class of shareholders

No such incidents occurred during the year, thus no disclosure required.

Disclosures with respect to demat suspense account/ unclaimed suspense account [vara F of Schedule V of the SEBI
Listing Regulations, 20151

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

Dividend Distribution Policy [Regulation 43A of the SEBI Listing Regulations, 20151

Your Company is not required to formulate dividend distribution policy and hence no policy has been framed.

Statement of deviation(s) or variation(s) [Regulation 32(4) of the SEBI Listing Regulations, 20151

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

Disclosure requirements for certain types of agreements binding listed entities [Regulation 30A(2) of the SEBI Listing
Regulations, 20151

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

However, on 19^th December, 2023 the promoters of the Company JBCG Advisory Services Private Limited entered into SPA with
Mr. Uttam Bharat Bagri for transfer of management and control.

Details of the auctions [vara 37.4.4 of the NBFC Scaled based Directions!

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

Acknowledgement

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

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

For Pyxis Finvest Limited

Sd/- Sd/-

Uttam Bharat Bagri Nahar Singh Mahala

Managing Director Independent Director

DIN: 01379841 DIN: 02105653

Date: 30^th August, 2024
Place: Mumbai