The Board of Directors of your Company has the pleasure in presenting the 54^th Annual Report together
with the Audited Financial Statements for the financial year ended March 31, 2025, and the Report of the
Auditors thereon.

This Report is prepared in accordance with the provisions of the Companies Act, 2013 and the rules made
thereunder. It provides an overview of the Company’s financial performance, operational highlights, and
significant developments during the year under review. The financial year 2024-2025 marked continued
focus on strengthening the Company’s operational efficiencies, strategic initiatives, and governance practices,
with a view to enhance long-term stakeholder value.

1. FINANCIAL RESULTS : Financial Year Financial Year

2. DIVIDEND :

Keeping in view, in order to conserve resources for liquidity positions of the Company the directors are not
recommending any dividend for the financial year 2024-2025.

3. SHARE CAPITAL :

During the year under review, there has been no change in the paid-up share capital of the Company. The
paid-up equity share capital of the Company as on March 31,2025, stood at ? 1,95,00,000/- (Rupees One
Crore Ninety-Five Lakh only), comprising 19,50,000 (Nineteen Lakh Fifty Thousand) equity shares of ? 10-
each.

4. PUBLIC DEPOST:

Your Company has not accepted any deposits from the public falling within the ambit of Sections 73 and 74
of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

5. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

The details of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013
form a part of the Notes to the Financial Statements provided in this Annual Report.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

There have been no material changes and commitments 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 this report.

7. CORPORATE GOVERNANCE:

Your Company has implemented several best practices during the year. Henceforth, not mandatory to the
Company under the criteria of Regulation 15 (2) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 for the time being.

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the
Corporate Governance requirements set out by the Regulatory/Government.

8. PARTICULARS OF EMPLOYEES:

The disclosure of information required pursuant to Section 197 (12) read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable as no managerial
personnel is taking a salary or remuneration from the Company.

9. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, an extract of annual return in Form MGT-9 in the form
“Annexure-A” and also available at website of the Company.

10. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a policy for the prevention, prohibition, and redressal of sexual harassment at
the workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Company ensures that all employees - permanent, contractual,
temporary, and trainees are covered under the said policy.

During the financial year under review, the Company has complied with the provisions and no complaint of
sexual harassment was received during the year.

11. MATERNITY BENEFIT:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including the amendments
thereto. All eligible women employees are provided with the prescribed maternity benefits, and necessary
facilities and support systems have been put in place to ensure their well-being during the maternity period,
in accordance with the applicable laws.

12. DIRECTORS:

During the Financial Year 2024-2025, four meetings of the Board of Directors of the Company, the details
of which are given as below. The intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013.

(a) BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well as the evaluation of the working of its
Audit, Nomination & Remuneration and other Committees.

(b) RETIRE BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Rajkumar Hanumanprasad
Saboo (DIN: 00053600), retires by rotation at the forthcoming Annual General Meeting and being eligible,
offer himself for re-appointment. The Board recommends his re-appointment for the consideration of the
members of the Company at the ensuing Annual General Meeting

13. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Pursuant to sub-section (3) of section 129 of the Act, the Company has no subsidiaries, associate companies
or joint ventures as on date.

14. DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, shall state

a) that in the preparation of the Annual Accounts for the Financial Year ended 31 March, 2025, the applicable
Accounting Standards have been followed along with proper explanation relating to material departures,
if any;

b) that such accounting policies have been selected and applied consistently, and such judgments and
estimates have been made that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company as at March 31,2025 and the profit of the Company for the Financial
Year ended as at that date;

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

d) that the Annual Accounts for the Financial Year ended March 31,2025 have been prepared on a going
concern basis;

e) that proper Internal Financial Controls were in place and that the Financial Controls were adequate
and were operating effectively;

f) that proper systems are in place to ensure compliance of all laws applicable to the Company and that
such systems are adequate and operating effectively.

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an effective internal control and risk-mitigation system, which are constantly assessed
and strengthened with new/revised standard operating procedures. The Company’s internal control system
commensurate with its size, scale and complexities of its operations.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the
internal control systems and suggests improvements to strengthen the same. The Company has a robust
management information system, which is an integral part of the control mechanism. The Audit Committee
of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the
internal Audit fillings and corrective action taken. Audit play a key role in providing assurance to the Board
of Directors. Significant audit observations and corrective actions taken by the management are presented
to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee. Management Discussion and Analysis forms part of the
Annual Report.

16. AUDITORS:

Statutory Auditors:

It is ratification of appointment of M/s. MAKK & Co, Chartered Accountants, (Registration No.117246W), as
the Statutory Auditors of the Company for the period of three years to hold office from the conclusion of this
Annual General Meeting till the conclusion of 57^th Annual General Meeting of the Company, subject to
approval by members at Annual General Meeting.

Cost Audit:

As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the financial year 2024-2025.
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, your Company had appointed M/s. Roy Jacob &
Co, Practicing Company Secretary (Certificate of Practice No. 8220), Mumbai to undertake the Secretarial
Audit of the Company for the Financial Year 2024-2025.

The Secretarial Audit Report issued by M/s. Roy Jacob & Co, Secretarial Auditors for the Financial Year
ended March 31,2025 is annexed herewith as “Annexure-B”.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to deal with any instances of fraud and mismanagement
in the Company. The mechanism provides for adequate safeguards against victimization of Director(s)/
Employee(s) who avail themselves of the mechanism. It is affirmed that no personnel of the Company has
been denied access to the Audit Committee.

18. AUDIT COMMITTEE:

The Audit Committee is constituted in line with the regulatory requirements mandated by Section 177 of the
Companies Act, 2013 and regulation 18 of SEBI (LODR) Regulations, 2015.

The Audit Committee of the Company comprises following members:

• Mr. Pradeep Jatwala - Chairman

• Mr. Adarsh Chopra - Member

• Mr. R.K. Saboo - Member

19. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee is constituted in line with the regulatory requirements mandated
by Section 178 of the Companies Act, 2013 and regulation 19 of SEBI (LODR) Regulations, 2015.

The Nomination and Remuneration Committee of the Company comprises following members:

• Mr. Pradeep Jatwala - Chairman

• Mr. Adarsh Chopra - Member

• Mr. R. K. Saboo - Member

20. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee is constituted in line with the regulatory requirements mandated
by Section 178(5) of the Companies Act, 2013 and regulation 20 of SEBI (LODR) Regulations, 2015.

The Stakeholders Relationship Committee of the Company comprises following members:

• Mr. Pradeep Jatwala - Chairman

• Mr. R.K. Saboo - Member

• Mrs. Nandini Thirani Mehta - Member

21. LISTING FEES:

Your Company has paid requisite annual listing fees to BSE Limited (BSE) on April 25, 2025.

22. ADDITIONAL INFORMATION:

(a) CONSERVATION OF ENERGY:

Your Company has always been conserving the energy.

(b) FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company not had any foreign exchange earnings or outgo.

23. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm’s length basis
and in ordinary course of business. There were no materially significant related party transactions entered
into by the company with Promoters, Directors and Key Managerial Personnel which may have a potential
conflict with the interest of the company at large. All related party transactions were placed before the Audit
Committee as also the Board for approval, wherever required.

Related Party Transactions in accordance with Section 188 of the Companies Act, 2013 and rules made
thereunder form part of the Notes to the financial statements provided in this Annual Report.

24. RISK MANAGEMENT:

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of
policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

25. CORPORATE SOCIAL RESPONSIBILTY:

Pursuant to the provisions of Section 135 of the Companies Act, 2013, companies meeting the specified
thresholds in terms of net worth, turnover or net profit are required to constitute a CSR Committee and
undertake CSR activities in accordance with the CSR Policy.

During the financial year 2024-2025, the Company did not meet the criteria prescribed under Section
135(1) of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and hence,
the provisions relating to CSR, including constitution of a CSR Committee, formulation of CSR Policy and
spending on CSR activities.

As Company is not satisfying any of the above criteria, Corporate Social Responsibility (CSR) provisions
under the said act are not applicable.

26. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their sincere appreciation for the timely and excellent
assistance and co-operation extended by Financial Institutions, Bankers, Customers, stakeholders and
other statutory authorities. Your Directors place on record their deep appreciation for the exemplary
contribution made by the employees at all levels.

BY ORDER OF THE BOARD

Pradeep Jatwala
Director
DIN : 00053991

Place: Mumbai
Date: July 30, 2025