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FGP LTD.

03 July 2026 | 12:00

Industry >> Miscellaneous

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ISIN No INE512A01016 BSE Code / NSE Code 500142 / FGP Book Value (Rs.) 2.87 Face Value 10.00
Bookclosure 25/09/2020 52Week High 13 EPS 0.06 P/E 198.20
Market Cap. 14.38 Cr. 52Week Low 7 P/BV / Div Yield (%) 4.21 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Directors are pleased to present their Sixty- Fourth Board's Report together with Audited Financial Statements for the financial year ended March 31,2026.

1. FINANCIAL HIGHLIGHTS:

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

(' In Lakhs)

Particulars

For FY ended March 31, 2026

For FY ended March 31, 2025

Total Income

252.64

50.70

Profit/(Loss) before Depreciation & Tax

8.24

0.91

(-) Depreciation

0.82

0.77

Profit/(Loss) before tax

7.42

0.14

(-) Tax

0.14

3.42

Profit/(Loss) after Tax

7.28

(3.28)

( ) Other Comprehensive Income/(Loss)

0.12

0.06

Total Comprehensive Income/(Loss)

7.40

(3.22)

2. FINANCIAL PERFORMANCE:

Total Income:

During the financial year under review, the total income of the Company for FY 2025-26 increased significantly to Rs. 252.64 lakhs as compared to Rs. 50.70 lakhs in the previous financial year. The increase in income was mainly due to the commencement of a new division/segment relating to Commodity Trading.

Expenses:

The total expenses of the Company for FY 2025-26 stood at Rs. 245.22 lakhs as against Rs. 50.56 lakhs in the previous year. The increase in expenses was mainly on account of purchases, higher employee benefit expenses, repair and maintenance expenses, legal and professional charges and losses incurred on derivative transactions.

Profit After Tax:

The Company has earned a Profit After Tax of Rs. 7.28 lakhs during FY 2025-26 as compared to Loss After Tax of Rs. 3.28 lakhs in the previous financial year. The improvement in profitability was mainly driven by the increase in operational income during the year.

3. DIVIDEND:

In view of the carried forward losses of the previous years, your Directors express their inability to recommend any dividend for the year under review.

4. TRANSFER TO RESERVES:

The Company has not transferred any sum to the reserves during the financial year ended March 31, 2026.

5. ALTERATION OF THE OBJECT CLAUSE:

The Company has altered its object clause during the year under review, by passing a special resolution on by way of Postal Ballot on September 12, 2025 permitting it to commence a new business of commodity trading.

6. MANAGEMENT DISCUSSION AND ANALYSIS:

a. Industry Structure and Developments:

The Indian economy continued to demonstrate resilience during FY 2025-26 despite geopolitical uncertainties, inflationary pressures, and volatility in global financial markets. India remained one of the fastest-growing major economies in the world, supported by strong domestic demand, infrastructure development, policy reforms, and stable macroeconomic fundamentals. The International Monetary Fund (IMF) has also projected India to continue as one of the leading global growth economies, reflecting confidence in the country's long-term economic outlook.

The Indian real estate sector continued its growth momentum during the year under review. Demand for commercial and office spaces remained stable across major metropolitan cities, supported by expansion in service industries, flexible workspace models, and improving business sentiment. Tier II and Tier III cities also continued to emerge as important growth centres due to increasing urbanisation, infrastructure development, and improved connectivity. The sector witnessed improved pricing power in both rental and commercial real estate segments.

Further, during the year under review, the Company commenced operations in the Commodity Trading segment with a view to diversify its business activities and explore new revenue opportunities. The new segment contributed to the increase in the Company's overall income during the financial year.

b. Opportunities and Threats:

As India continues to witness economic growth and policy reforms across sectors, your Directors believes that the long-term outlook for the real estate sector as well as trading activities remains positive. The Company's Business Centre is strategically located in South Mumbai, which continues to hold significance for established corporates, financial institutions, and business entities.

However, due to space constraints and relatively higher rental costs in South Mumbai, many corporates have shifted or expanded their operations to suburban business districts and emerging commercial hubs where larger office spaces are available at comparatively economical rentals. This trend has continued to impact the Company's business operations over the past several years. Nevertheless, certain corporates and professional establishments continue to prefer maintaining their presence in South Mumbai, which may provide business opportunities to the Company.

Further, the commencement of the Commodity Trading segment provides the Company with an opportunity to diversify its revenue streams and improve business growth. However, the segment is also exposed to risks relating to market volatility, fluctuations in commodity prices, regulatory changes, and counterparty risks.

Furthermore, the Company has implemented appropriate internal control systems, and monitoring mechanisms to identify, assess, and mitigate various business and operational risks 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. Further, the commencement of the Commodity Trading segment is expected to support the Company's future growth and business performance.

d. Risks and Concerns:

The Company is exposed to various risks including business, market, regulatory, operational, Captial Market Fluctuations, Finance, Hedging and counterparty risks. Further, fluctuations in commodity prices and changing trends in the real estate sector may impact the business operations. The Company has a well-defined risk management framework in place, and key risks are periodically reviewed by the Audit Committee and the Board of Directors to ensure timely mitigation and effective control measures.

e. Internal Control Systems and Adequacy

The Company has established a well-defined internal control system to monitor occupancy levels, operating costs, and Commodity Trading operations, 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, 2026, there were three (3) 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:

1. Return on Net Worth for FY 2025-26: 2.13%

Return on Net Worth for FY 2024-25: (0.98%)

% Change in Return on Net Worth: 317.14% Return on Net Worth has improved due to net profit in the current year as against net loss in the previous year.

2. Net Profit Ratio for FY 2025-26: 2.88%

Net Profit Ratio for FY 2024-25: (6.46%)

% Change in Return on Net Profit Ratio: 144.54%

The Increase in the Net Profit Ratio is Improved on account of profitability in the current year compared to losses in the previous year.

3. Return on Capital employed for FY 202526: 2.17%

Return on Capital employed for FY 202425: 0.04%

% Change in Return on Capital Employed: 5085.21%

The Increase in Return on Capital Employed is due to improved operating profit (EBIT) during the year.

4. The return on Investment (ROI) is not comparable with the previous year due to redemption of investment during the 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.

7. 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, 2026 to which the financial statements relate and the date of this report.

8. SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES:

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

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

9. 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.

10. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

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://fgpltd.in/ RelatedPartyTransactionsPolicy.pdf

The Company had not entered into any transaction with related parties during the year under review which requires reporting in Form No. AOC-2 in terms of the Section 134(3) and 188(1) of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014. Further, suitable disclosures as required under Section 134(3) and Section 188(1) of the Companies Act, 2013 read with Rule 8(1) of the Companies (Accounts) Rules, 2014 and Indian Accounting Standard (Ind AS) 24 have been made in the Notes to the Financial Statements.

There is no relationship between the Directors intense 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.

11. 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://www.fgpltd. in/MGT-7/Form MGT 7 26.pdf

12. 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.

13. PUBLIC 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, 2026, the Company has no outstanding deposits.

14. DIRECTOR 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, retires by rotation at the ensuing Sixty-Fourth Annual General Meeting and being eligible, has offered himself for re-appointment.

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.

Further, based on the recommendations of the Nomination and Remuneration Committee, considering his skills, expertise and experience and the declaration submitted by him and pursuant to Section 149, 150 and 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the Rules made thereunder and Regulation 16, 17 and other relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Listing Regulations') as amended from time to time, the Articles of Association of the Company, the Board of Directors had at its meeting held on April 29, 2026:

(i) Approved the appointment of Mr. Pradeep Shashikant Pathare (DIN: 01449746) as an Additional Director (Non-Executive Independent Director) of the Company for a period of five (5) years commencing from May 12, 2026 up to May 11, 2031, subject to the approval of members at the ensuing Annual General Meeting of the Company.

Pursuant to Section 161 of the Act, Mr. Pathare holds office from May 12, 2026, up to the date of this Annual General Meeting of the Company (AGM) and is eligible for appointment as a Director.

Mr. Pathare is qualified to be an Independent Director pursuant to Section 149 (6) and other applicable provisions of the Act, Rules made thereunder and the SEBI Listing Regulations.

Accordingly, the Special Resolution(s) are being proposed by the Board of Directors for the approval of members, at this Annual General Meeting, for approval of the appointment of Mr. Pradeep Shashikant Pathare (DIN: 01449746) as an Independent Director (Non-Executive) of the Company for a term of five (5) years with effect from May 12, 2026 until May 11, 2031, who shall not be liable for retirement by rotation during his tenure.

(ii) Considered and approved the reappointment of Ms. Shweta Ratnakar Musale (DIN: 03280429) as an Independent Director would conclude on November 11, 2026, and based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the company recommend to the members re-appointment of Ms. Musale as an Independent Director of the company for a further period of five (5) years commencing from November 12, 2026 until November 11,2031.

Accordingly, the Special Resolution(s) are being proposed by the Board of Directors for the approval of members, at this Annual General Meeting, for approval of the re-appointment of Mr. Shweta Ratnakar Musale (DIN: 03280429) as an Independent Director (Non-Executive) of the Company for a second term of five (5) years with effect from November 12, 2026 until November 11, 2031, who shall not be liable for retirement by rotation during her tenure.

b. Key Managerial Personnel

During the year under review, Mr. Avi Mundecha who was appointed as the Company Secretary and Compliance Officer of the Company effective from May 09, 2025. Mr. Mundecha resigned as Company Secretary and Compliance Officer w.e.f. August 22, 2025. Ms. Shalu Sarraf was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. September 15, 2025.

Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Companies Act, 2013 read with the rules framed thereunder, the Key Managerial Personnel of the Company as on date are as under:

i. Mr. Dilip Mahadik, Manager

ii. Ms. Sapana Dubey, Chief Financial Officer

iii. Ms. Shalu Sarraf, Company Secretary and Compliance Officer of the Company w.e.f. September 15, 2025.

c. Declaration from Independent Directors:

In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 and other applicable provisions under Listing Regulations including any amendment(s) thereof, the Company had received the declaration from all the Independent Director of the Company to the effect that they meet the criteria of independence as provided in the Act and the Listing Regulations. There had 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 & Qualification of Directors) Rules, 2014, all the Independent Directors of the Company are exempted from undertaking the online proficiency selfassessment 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 meetings of the Board and Committees of the Board of the Company.

d. Familiarisation programmes 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 programmes is also published on the Company's website at https://www.fgpltd.in/Detailsoffamiliarizationpro grammesimpartedtoindependentdirectors.pdf

15. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met four times during the year ended March 31, 2026. The details of the same are mentioned in the Corporate Governance Report, which forms part of this Report.

16. BOARD COMMITTEES:

The Committees of the Board of Directors 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 Annual 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.

17. 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 Directors of its own performance, the performance of each individual Director (including chairperson of Board of Directors) 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 of Directors on recommendation of the Nomination and Remuneration Committee, taking into account the applicable provisions of 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.

18. NOMINATION AND REMUNERATION POLICY:

Pursuant to the Act and Listing Regulations, the Company has constituted a Nomination and Remuneration Committee consisting of composition as defined therein. The terms of reference of the Committee, inter alia, include dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy inter-alia covers the criteria for determining qualifications, positive attributes and independence of a director, etc.

The detailed Policy is given as Annexure A to this Report and is also published on the Company's website at https://fgpltd.in/files/Docs/ Nomination&RemunerationPolicy.pdf

19. 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 31,2026 and the Statement of Profit and Loss of the Company for the financial year ended on March 31, 2026;

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.

20. 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 the listing regulations. 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 https://www.fgpltd.in/ files/Docs/Corporate%20Governance/Policies%20 and%20Codes%20adopted%20by%20the%20 Company/3.%20Whistle%20Blower%20Policy.pdf

21. PARTICULARS OF EMPLOYEES:

A statement containing the Disclosures pursuant to Section 197(12) of the Act and 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 197 and 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.

22. 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 and trading of commodities 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: The provisions relating to technology absorption are not applicable to the Company.

Foreign exchange Earnings & Outgo: NIL

23. 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.

24. STATUTORY AUDITORS:

M/s. MVK Associates, Chartered Accountants (FRN: 120222W) were re-appointed as Statutory Auditors of the Company, at the Sixty-Second Annual General meeting (AGM) of the Company held on September 10, 2024, for a period of five years from the conclusion of the Sixty-Second AGM until the conclusion of the Sixty-Seventh AGM to be held in the year 2029.

M/s. MVK Associates, Chartered Accountants have confirmed that they are eligible to continue as the Statutory Auditors of the Company in compliance with Section 139 and 141 of the Act read with rules made there under, the Listing Regulations read with other relevant Regulations / Notifications / Circulars issued thereunder, to the extent applicable, for the FY 2025-26.

25. INTERNAL AUDITORS:

M/s. Vivek M. Tamhane & Co., Chartered Accountants were the Internal Auditors of the Company for FY 2025-26. They have consented to act as Internal Auditors of the Company for FY 2026-27.

Based on the recommendations of the Audit Committee, the Board of Directors had, at their meeting held on April 29, 2026, re-appointed M/s. Vivek M. Tamhane & Co., Chartered Accountants as the Internal Auditors of the Company for FY 2026-27.

26. SECRETARIAL AUDITORS:

The members at Sixty-Third Annual General Meeting held on June 26, 2025, had appointed M/s. Parikh Parekh & Associates, Company Secretaries as the Secretarial Auditors for conducting the Secretarial Audit in accordance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act for a term of five consecutive years with effect from financial year 2025-26 until 2029-30. The Secretarial Audit Report prepared in accordance with Section 204(1) of the Act in the prescribed Form No. MR-3 by M/s. Parikh Parekh & Associates, Company Secretaries, is attached as Annexure C to this Report.

27. EXPLANATION AND COMMENTS ON THE 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 the Secretarial Audit Report.

Further, 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.

28. CORPORATE GOVERNANCE:

A report on Corporate Governance along with a certificate from the Auditors of the Company

stipulated pursuant to Regulation 34 of the SEBI Listing Regulations is annexed as Annexure D to this Report.

29. 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.

30. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS 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.

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

The Company has 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.

32. CHANGE IN THE NATURE OF BUSINESS:

The Company has been engaged in the business of providing Business Centre facilities. During the year under review, pursuant to the Special Resolution passed by the members of the Company on September 12, 2025, the Company also commenced commodity trading activities.

33. SHARE CAPITAL:

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

34. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Company was not in the Top 1000 companies as per Market Capitalization as on December 31,2025, 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 listing regulations.

35. INTERNAL FINANCIAL CONTROLS:

Details in respect of adequacy on internal financial

controls with reference to the financial statements are stated in the Management Discussion and Analysis section of this Report.

36. COST RECORDS:

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

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

Pursuant to Section 6 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("the Act"), an employer having fewer than ten employees is not required to constitute an Internal Complaints Committee ("ICC"). In such cases, complaints, if any, may be made to the Local Complaints Committee constituted under the Act.

As the Company had fewer than ten employees during the financial year 2025-26, it was not required to constitute an Internal Complaints Committee and, accordingly, no such committee was constituted.

The details relating to complaints of sexual harassment during the financial year 3035-36 are as follows:

Particulars

No of

Complaints

Number of complaints received during the year

Nil

Number of complaints disposed off during the year

Nil

Number of cases pending for more than ninety days

Nil

Number of complaints at the end of the year

Nil

The Company has not received any complaint relating to sexual harassment during the financial year 2025-26.

38. DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961:

The Company has complied with the provisions relating to the Maternity Benefit Act 1961.

39. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

40. ACKNOWLEDGMENTS:

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.