Your Directors are pleased to present their Sixty-Second
Board's Report together with Audited Financial Statements
for the financial year ended March 31,2024.

1. FINANCIAL HIGHLIGHTS

The summary of financial performance of the
Company for the year under review is as given below:

(Rs. in lakhs)

2. FINANCIAL PERFORMANCE:

Revenue:

The total income for FY 2023-24 at Rs. 92.09 lakhs was
higher as compared to Rs. 25.83 lakhs in the previous
year, which is attributed to higher other income on
account of gain in fair value of investments.

Expenses:

The total expenses for FY 2023-24 at Rs. 71.19 lakhs
were less as compared to expenses of Rs. 87.61
lakhs in the previous year mainly due to decrease in
employee benefit and other expenses.

Profit After Tax:

The Company's profit after tax for FY 2023-24 stands
at Rs. 26.00 lakhs as compared to a loss of Rs. 80.04
lakhs in previous year. The reason for the same is
due to the increase in other income and decrease in
employee benefit and other expenses.

3. DIVIDEND:

With a view to conserve resources in the volatile
environment and to maintain sufficient funds for
investment and working capital requirements, your

Directors consider it prudent not to recommend any
dividend for the year under review.

4. TRANSFER TO RESERVES

The Company has not transferred any sum to any
Reserves during the financial year ended March 31,
2024.

5. MANAGEMENT DISCUSSION AND ANALYSIS

a. Industry Structure and Developments:

India's growth continues to be resilient despite
some signs of moderation in growth, although
significant challenges remain in the global
environment, India was one of the fastest
growing economies in the world. This market is
now amongst the most favored when it comes
to seeing some really positive growth both
in rentals and commercial real estate. After 3
years of being affected by COVID, Tier 2 and Tier
3 cities have arisen as fresh major real estate
trends in 2023, and the real estate market has set
unprecedented benchmarks which continued its
growth momentum from 2021 amid the global
slowdown.

b. Opportunities and Threats:

As India awaits policy reforms to pick up speed,
your Company firmly believes that the demand
for Real Estate in a country like India should
remain strong in the medium to long term.
The Company's Business Centre though is
strategically located in South Mumbai, there is
a limitation for expansion of the office space by
the corporates in that area and large number
of corporates now prefer to shift their base to
suburbs or other CBD's where there is greater
scope to have a larger area at cheaper rentals.
This trend has adversely impacted the Company's
business in the last several years. Nevertheless,
some of them would prefer to maintain their
establishments in the South Mumbai, which may
prove to be an opportunity to the Company.

Further, the Company is exposed to a number
of risks such as regulatory, counterparty risk, but
it has implemented risk management policies
and guidelines that set out the tolerance for
Company's general risk philosophy. It has
established a framework and process to monitor
the exposures to implement appropriate
measures in a timely and effective manner.

c. Outlook:

Looking at the above-mentioned facts, the
future prospects for the Business Centre activity
remains to be steady but not very promising.

d. Risks and Concerns:

Risk management can be construed as the
identification, assessment, and prioritization of
risks followed by coordinated and economical
application of resources to minimize, monitor,
and control the probability and/or impact of
unfortunate events or to maximize the realization
of opportunities.

The Company has a well-defined risk
management framework in place that functions
through its Audit Committee. The Company
periodically places before the Audit Committee
and the Board of Directors the key risks and
the risk assessment and mitigation procedures
followed by the Company.

e. Internal Control Systems and Adequacy

The Company has established a well-defined
internal control system to monitor the occupancy
rate and operating cost, which are very critical
factors from Company's performance point of
view. Any kind of adverse factors are immediately
reported to Board for their analysis and necessary
action.

f. Financial Performance with respect to
Operational Performance:

The Company has by and large been able to
maintain its operations.

g. Human Resources:

Employee relations continued to remain cordial
during the year under review. As on March 31,
2024, there were two (2) employees who were
the Key Managerial Personnel of the Company.

h. Significant Changes in Key Financial Ratios
(i.e. change of 25% or more as compared to
immediately previous financial year) and
Change in Return on Net Worth as compared
to the immediately previous financial year,
along with a detailed explanation thereof:

Return on Net Worth for FY 2023-24: 6.19 %
Return on Net Worth for FY 2022-23: (19.83) %

% Change in Return on Net Worth: 131.23%

Return on Net Worth is positive as compared
to immediately preceding financial year due to
profit.

As compared to previous year, change in Return
on Equity Ratio 129.99% was mainly due to
increase in income, % change in return on
investment is (354.57%) due to redemption of
mutual fund in current year and change in Net
Profit Ratio 109.11% was on account of increase
Net profit in current year.

Except for these, there is no significant change
(i.e. change of more than 25%) in any other key
financial ratio during the current financial year
as compared to the immediately preceding
financial year.

i. Cautionary statement:

Statements in the Management Discussion and
Analysis describing the Company's objectives,
projections, estimates and expectations may
constitute forward looking statements within
the meaning of applicable laws and regulations.
Actual might differ materially from those either
expressed or implied.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There are no material changes and commitments,
affecting the financial position of the Company which
have occurred between the end of the financial year
on March 31, 2024 to which the financial statements
relate and the date of this report.

7. SUBSIDIARY / JOINT VENTURE / ASSOCIATE
COMPANIES

The Company does not have any subsidiary/joint
venture/associate.

There were no companies, which have become
or ceased to be its subsidiaries, joint ventures or
associate companies during the year.

8. RISK MANAGEMENT

As stated above, the Company has laid down a well-
defined risk management mechanism covering the
risk mapping and trend analysis of both business and
non-business risks, risk exposure, potential impact
and risk mitigation process. The Audit Committee
of the Board of Directors is designated to review
and monitor the risks associated with the Company.
Accordingly, it periodically reviews the risks and
suggests steps to be taken to manage/ mitigate the
same through a properly defined framework.

9. RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on Related
Party Transactions for the identification and
monitoring of such transactions. The said Policy
on Related Party Transactions as approved
by the Board is uploaded on the Company's
website under link: https://www.fgpltd.in/

RelatedPartyTransactionsPolicy.pdf

The Company has not entered into any transaction
with related parties during the year under review
which requires reporting in Form AOC-2 in terms of
the Section 134(3) and 188(1) of the Companies Act,
2013 ("the Act") read with Rule 8(1) of the Companies
(Accounts) Rules, 2014. Suitable disclosure as required
by the Indian Accounting Standard (Ind AS 24) has
been made in the notes to the Financial Statements.

There is no relationship between the Directors inter¬
se or with the Key Managerial Personnel (KMP).

None of the Directors or KMP had any pecuniary
relationships or transactions vis-a-vis the Company
except the sitting fees paid to Directors and
remuneration paid to KMPs.

10. ANNUAL RETURN

The Annual Return as required under Section 92
and Section 134 of the Companies Act, 2013 read
with Rule 12 of the Companies (Management
and Administration) Rules, 2014 is available
on the Company's website under the link:
https://fgpltd.in/MGT-7/2023-24.pdf

11. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The Company has neither given any loan nor provided
any guarantee under Section 186 of the Act.

Details of investments made during the year are
stated in the notes to Financial Statements.

12. DEPOSITS

The Company has not accepted any deposits
within the meaning of sub-section (31) of Section
2 and Section 73 of the Act and the rules framed
thereunder. As on March 31, 2024, the Company has
no outstanding deposits.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Directors:

In accordance with the provisions of Section
152(6) of the Act and Articles of Association of
the Company, Mr. Hari Narain Singh Rajpoot (DIN:

00080836), retires by rotation at the ensuing
Sixty-Second Annual General Meeting and being
eligible has offered himself for re-appointment.

Based on the recommendations of Nomination
and Remuneration Committee, considering
their skills, expertise and experience and the
declaration submitted by them and pursuant
to applicable provisions, of the Companies Act,
2013 ("the Act") and the Rules made thereunder
and relevant provisions of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 ('the Listing Regulations')
as amended from time to time and the Articles
of Association of the Company, the Board of
Directors had:

(i) At their meeting held on May 03, 2024,
appointed Mr. Paras Mal Rakhecha (DIN:
03287230) as an Additional Director (Non¬
Executive, Non-Independent) on the Board
of Directors of the Company with effect from
August 01, 2024, subject to the approval of
members.

(ii) At their meeting held on May 03, 2024,
appointed Mr. Rohin Feroze Bomanji
(DIN: 06971089), Non-Executive, Non¬
Independent as an Independent Director
(Non-Executive) of the Company for a term
of 5 (five) consecutive years w.e.f. August
01, 2024, subject to the approval of the
members by means of special resolution.

(iii) At their meeting held on July 26, 2024,
considered and recommended Appointment
of Mr. Sunil Kamlakar Tamhane (DIN:
03179129) as an Independent Director of the
Company for a term of 5 (five) consecutive
years with effect from September 16, 2024.

Mr. Bomanji and Mr. Tamhane, qualify to be
Independent Directors pursuant to Section
149 (6) and other applicable provisions of the
Act, Rules made thereunder and the Listing
Regulations.

Accordingly, necessary resolutions are being
proposed by the Board of Directors for members
approval at the ensuing AGM.

In compliance with Section 102(1) of the Act,
Regulation 36(3) of the Listing Regulations
and Secretarial Standard-2 (SS-2) on General
Meetings, necessary details have been annexed
to the Notice of the AGM.

b. Key Managerial Personnel:

The details of the Key Managerial Personal are as
under:

i. Ms. Sapana Dubey, Chief Financial Officer

ii. During the year under review, Ms. Vandana
Joshi resigned as the Company Secretary and
Compliance Officer of the Company w.e.f.
February 02, 2024. Upon her resignation.
Ms. Minal Kothari had been appointed as the
Company Secretary and Compliance Officer
of the Company effective from May 03, 2024.

iii. Further, Mr. Suman Kumar Mishra had
resigned as a Manager of the Company
w.e.f. June 30, 2024. Mr. Dilip Mahadik was
appointed as the Manager of the Company
for a period of 3 (three) years with effective
from July 01, 2024, subject to approval
of Members of the Company at the Sixty-
Second Annual General Meeting.

c. Independent Directors:

The Company has received the necessary
declaration from each Independent Director in
accordance with Section 149(7) of the Companies
Act, 2013 and other applicable provisions of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing
Regulations") that he/she meets the criteria of
independence as laid down under Section 149(6)
of the Companies Act, 2013 and Regulations
16(1 )(b) and 25(8) of the Listing Regulations.
There has been no change in the circumstances
affecting their status as an Independent Director
during the year.

In the opinion of the Board of Directors, the
Independent Directors of the Company possess
requisite qualifications, experience and expertise
and they hold the highest standards of integrity.

The Independent Directors have confirmed that
they have registered and renewed, if applicable,
their names in the data bank maintained with
the Indian Institute of Corporate Affairs ('IICA').
In terms of Section 150 of the Act read with
Rule 6(4) of the Companies (Appointment
and Qualification of Directors) Rules, 2014, all
the Independent Directors of the Company
are exempted from undertaking the online
proficiency self-assessment test. The Directors
are in compliance with the provisions of Rule 6 of
the Companies (Appointment and Qualifications
of Directors) Rules, 2014, as amended and
applicable.

The Independent Directors of the Company
had no pecuniary relationship or transactions
with the Company other than sitting fees and
reimbursement of expenses, if any, incurred by
them for attending meeting of the Company.

d. Familiarisation Programme for Independent
Directors

Pursuant to the Code of Conduct for
Independent Directors specified under the Act
and Regulation 25(7) of the Listing Regulations,
the Company familiarizes its Independent
Directors on their roles, rights, responsibilities
in the Company, nature of the industry in
which the Company operates and business
model of the Company, etc. The note on this
familiarisation programme is also published on
the Company's website at https://www.fgpltd.in/
Detailsoffamiliariza tionprogrammesimpartedto
independentdirectors.pdf

14. MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met four times during the
year ended March 31, 2024. The details of the same
are mentioned in the Corporate Governance Report,
which forms part of this Report.

15. BOARD COMMITTEES

The Board Committees comprise of mandatory
committees as per the Act and Listing Regulations
viz., Audit Committee, Nomination and Remuneration
Committee and the Stakeholders Relationship
Committee. Details of composition of these
committees alongwith number of meetings held
during the year and other related details are set out
in the Corporate Governance Report which forms part
of this Report.

There have been no instances where the Board of
Directors has not accepted any recommendations of
any of its committee including the Audit Committee.

16. ANNUAL PERFORMANCE EVALUATION OF BOARD,
ITS COMMITTEES AND DIRECTORS

The Annual Evaluation as required under the Act and
the Listing Regulations has been carried out by the
Board of its own performance, the performance of each
individual Director (including chairperson of Board)
and its Committees. For this purpose, an Evaluation
Questionnaire was prepared considering the criteria
for evaluation in accordance with the Company's
"Nomination and Remuneration Policy", approved
by the Board on recommendation of the Nomination
and Remuneration Committee, taking into account

the applicable provisions under the Act and the rules
made thereunder, the Listing Regulations read with
the Circulars issued by SEBI in this regard, which inter-
alia covered various aspects such as participation in
meetings, contribution to strategic decision making,
core governance and compliance, etc. The aforesaid
Evaluation Questionnaire was circulated to all the
Directors and their responses were received in a sealed
envelope addressed to the Chairman of the Board of
Directors and results thereof were then discussed in
the next meeting of the Board of Directors.

17. NOMINATION AND REMUNERATION POLICY

During the year under review, the Board of
Directors had, based on the recommendation of the
Nomination and Remuneration Committee adopted
revised Nomination and Remuneration Policy in terms
of the provisions of Section 178(3) of the Act and SEBI
Listing Regulations, dealing with appointment and
remuneration of Directors, Key Managerial Personnel
and Senior Management Personnel etc.

The Policy inter-alia covers the requirements specified
under Section 178(3) of the Act comprising of criteria
for determining qualifications, positive attributes and
independence of a director, etc. The detailed Policy
duly modified in terms of the Listing Regulations,
is given as Annexure A and is also posted on the
Company's website under the link: https://fgpltd.in/
Nomination&RemunerationPolicy.pdf

18. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, your Directors
to the best of their knowledge and belief confirm that:

a. in the preparation of the annual accounts, the
applicable accounting standards have been
followed alongwith proper explanation relating
to material departures, if any;

b. such accounting policies have been selected and
applied consistently and such judgements and
estimates have been made that are reasonable
and prudent to give a true and fair view of the
state of affairs of the Company in the Balance
Sheet as at March 31, 2024 and the Statement of
Profit and Loss of the Company for the financial
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 the Company and
for preventing and detecting fraud and other
irregularities;

d. the annual accounts have been prepared on a
going concern basis;

e. the proper internal financial controls were in
place and that such internal financial controls
were adequate and were operating effectively;

f. the systems to ensure compliance with the
provisions of all applicable laws were in place and
that such systems were adequate and operating
effectively.

19. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Audit Committee's terms of reference inter alia
include vigil mechanism, which has been formulated
in terms of Section 177 (10) of the Companies Act,

2013 and in compliance with Chapter II read with
Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Whistle Blower
Policy/ Vigil Mechanism provides for Directors and
employees to report concerns about unethical
behavior, actual or suspected fraud or violation of
Company's Code of Governance and Ethics. The
Whistle Blower Policy is uploaded on the Company's
website www.fgpltd.in.

20. PARTICULARS OF EMPLOYEES

Particulars of employees pursuant to Section 197
of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is attached with this report as
Annexure B.

The particulars of employees in compliance with the
provisions of Section 134 (3) (q) of the Act read with
Rule 5 (2) and 5 (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,

2014 will be provided to the members on request. Any
member desirous of receiving the same may write to
the Company Secretary at the Registered Office of the
Company.

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

The information to be furnished under Section 134(3)
(m) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is furnished below.

Conservation of Energy: The Company is engaged in
the Business Centre activity under which its operations
do not account for substantial energy consumption.
However, the Company has taken all necessary steps
to conserve energy. The management has ensured
that all these measures are complied with.

Technology Absorption:

1. Efforts, in brief, made towards technology
absorption during the year under review: NIL

2. Benefits derived as a result of the above efforts,

e.g., product improvement, cost reduction,
product development, import substitution, etc.:
Not Applicable

3. In case of imported technology (imported during
the last 3 years reckoned from the beginning of
the financial year), following information may be
furnished: Not Applicable

4. Expenditure incurred on Research and
Development: NIL

Foreign exchange Earnings & Outgo: NIL

22. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Act are not
applicable to the Company as the Company does
not fall into the criteria specified in sub-section (1) of
Section 135 of the Act.

23. STATUTORY AUDITORS

M/s. MVK Associates, Chartered Accountants (FRN:
120222W) were appointed as the Statutory Auditors
of the Company, at the Fifty-Seventh Annual General
meeting ('AGM) of the Company held on September
25, 2019 for a period of five years from the conclusion
of the Fifty-Seventh AGM until the conclusion of the
Sixty-Second AGM to be held in the year 2024.

Accordingly, the term of M/s. MVK Associates,
Chartered Accountants as the Statutory Auditors of
the Company ends at the Sixty Second AGM.

As per Section 139(2) of the Companies Act, 2013,
M/s MVK Associates, Chartered Accountants are
eligible for appointment as Statutory Auditors of the
Company for a second term of 5 years.

M/s. MVK Associates, Chartered Accountants
have confirmed that they are eligible to act as the
Statutory Auditors of the Company in compliance
with Section 139 and 141 of the Act read with rules
made there under and Listing Regulations read with
relevant Regulations / Notifications / Circulars issued
thereunder, to the extent applicable.

Based on the recommendation of the Audit
Committee, the Board of Directors recommends
the appointment of M/s. MVK Associates, Chartered
Accountants (FRN: 120222W) as the Statutory Auditors
of the Company for a period of five (5) years from the
conclusion of the ensuing Sixty Second AGM till the

conclusion of the Sixty-Seventh AGM to be held in
the year 2029 to the Members for their approval at a
remuneration and terms as per resolution set out in
the Notice convening the Sixty-Second AGM of the
Company.

Necessary resolution(s) and explanation(s) thereto
as required under the Act read with Rules made
thereunder and Listing Regulations have been
provided in the Sixty-Second AGM notice seeking
approval of members on the aforesaid appointment.

24. INTERNAL AUDITORS

As per section 138 of the Act, the Board of Directors
had appointed M/s. Vivek M. Tamhane & Co.,
Chartered Accountants to carry out Internal Audit of
the Company for Financial Year 2023-24.

Based on the recommendations of the Audit
Committee, the Board of Directors have, at their
meeting held on May 03, 2024, re-appointed M/s.
Vivek M. Tamhane & Co, Chartered Accountants as
the Internal Auditors of the Company for FY 2024-25.

25. SECRETARIAL AUDITORS

M/s. Parikh Parekh & Associates, Company Secretaries
were appointed as the Secretarial Auditors for
conducting the Secretarial Audit in accordance with
Section 204 of the Act for the year ended March
31, 2024. The Secretarial Audit Report prepared
in accordance with Section 204(1) of the Act in
prescribed Form MR-3 by M/s. Parikh Parekh &
Associates, Company Secretaries is attached as
Annexure C to this Report.

26. EXPLANATION AND COMMENTS ON AUDITORS'
REPORT AND SECRETARIAL AUDIT REPORT

There are no qualifications, reservations or adverse
remarks made either by the Statutory Auditor in
the Auditors Report or by the Company Secretary
in Practice (Secretarial Auditor) in Secretarial Audit
Report.

Further, the Statutory Auditors have not reported
any instances of fraud to the Central Government
and Audit Committee as per the provisions of Section
143(12) of the Act read with Rule 13 of the Companies
(Audit and Auditors) Rules, 2014.

27. CORPORATE GOVERNANCE

A report on Corporate Governance along with
a certificate from the Auditors of the Company
stipulated pursuant to Regulation 34 of the Listing
Regulations is annexed as Annexure D to this Report.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS

There are no significant and material orders passed
by the Regulators or Courts or Tribunals impacting
the going concern status and company's operations
in future.

The Company had received eviction notices from the
National Insurance Company Limited (NIC), owner of
Commercial Union House, property occupied by the
Company as its registered office. The status of the
matter is dormant since February 2015.

29. DETAILS OF PROCEEDING MADE OR PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016

During the year under review, there were no
proceedings made nor were any pending under the
Insolvency and Bankruptcy Code, 2016.

30. DETAILS OF ONE TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG
WITH THE REASONS THEREOF

Further, the Company had neither borrowed any
amount nor were there any pending loans from any
bank. Therefore, the question of one-time settlement
or valuation in this regard, does not arise.

31. CHANGE IN THE NATURE OF BUSINESS

The Company has been engaged in the business of
providing Business Centre facilities. During the year
under review, there was no change in the nature of
the business.

32. SHARE CAPITAL

During the year under review, there was no change in
the Share capital of the Company.

33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The Company was not in the Top 1,000 companies
as per Market Capitalisation as on March 31, 2024, at
the Stock Exchange where it is listed i.e, BSE Limited.

Accordingly, the Company is not required to submit
a Business Responsibility and Sustainability Report
(which replaces the earlier requirement of a Business
Responsibility report) in view of Regulation 34 read
with Regulation 3(2) of the SEBI (Listing Obligations
and Disclosures Requirements) Regulations, 2015.

34. COST RECORDS

The Company is not required to maintain cost records
as required pursuant to section 148(1) of the Act.

35. DISCLOSURE UNDER SEXUAL HARASSMENT OF
WOMEN AT THE WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) RULES, 2014

As per section 6 of the Act, those organizations which
have less than ten employees can refer the complaints
to the Local Complaints Committee instead of
constituting Internal Complaints Committee. Since
the Company has less than ten employees, the Internal
Complaints Committee has not been constituted by
the Company.

Further, the Company has not received any complaint
of sexual harassment during the financial year 2023¬
24.

36. SECRETARIAL STANDARDS

The Institute of Company Secretaries of India ('ICSI')
has currently mandated compliance with the
Secretarial Standards on board meetings and general
meetings. The Company complies with the applicable
Secretarial Standards issued by ICSI.

37. APPRECIATION

The Board of Directors place on record its appreciation
towards all its employees for their services rendered
and the members for their constant support and for
the faith reposed by them in the Company.

For and on behalf of the Board

Hari Narain Singh Rajpoot
Place: Mumbai Chairman

Date: July 26, 2024 DIN: 00080836