Your Directors are pleased to present the Forty First Annual Report on the operational and business performance of
the Polo Queen Industrial and Fintech Limited (hereinafter referred to as “Company”) together with the Audited
Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31, 2025.

FINANCIAL RESULTS :

A summary of the financial performance of your Company for the financial year ended March 31,2025, is as under:

(Amount in Thousands)

OPERATIONS

The net revenues from operations increased from
Rs.6844.03 Lakhs to Rs. 8042.07 Lakhs in 2024-25.
Profit before tax increased from Rs.183.39 Lakhs to
Rs.275.00 Lakhs in 2024-25. The net profit was
Rs.184.86 Lakhs compared to Rs.126.22 Lakhs in the
previous year.

Detailed information on operational and financial
performance of the Company for the financial year is
given in the Management Discussion and Analysis
Report which is set out separately with the Directors'
Report.

BUSINESS OVERVIEW & KEY DEVELOPMENTS

Your Company's FMCG business remains a highly
attractive growth opportunity. As India advances
towards a USD 10 trillion economy, demand for FMCG
products is poised to grow across rural and urban
markets.

We are actively expanding our reach through modern
trade, online channels, and traditional sales networks,
while simultaneously diversifying our FMCG product
portfolio to capture emerging consumer trends.

Your Directors are pleased to inform that the Company

has renewed its contract with renowned Bollywood actor
and celebrity, Ms. Raveena Tandon, as the brand
ambassador for select FMCG products. Ms. Tandon
enjoys a strong pan-India fan following over several
decades and is widely recognized for her credibility and
reputation. Her continued association as a brand
ambassador is expected to further strengthen consumer
connect, attract new customers, and enhance the
acceptance and appeal of the Company's products
across diverse market segments. With the foregoing
efforts we expect a substantial jump in your company's
revenue for FY'25-26.

With regard to the Mahad Agro Processing Project, your
Company continues to be in active discussions with
financial institutions to achieve a suitable breakthrough
in its fund-raising initiatives so as to progress the project
towards the execution stage. In this regard, the
Company is appropriately leveraging the 'Mega Project'
status conferred on the Mahad project by the
Government of Maharashtra.

The Mahad Agro Processing Project is expected to be a
significant consumer of cash crops, thereby creating
meaningful benefits for the farming community across
India. The project also aligns with Government policy
initiatives encouraging farmers to cultivate crops that

positively impact the country's water table and
contribute to a reduction in subsidy outflows.

The output from the Mahad project is envisaged to have
increasing applications in the food and pharmaceutical
sectors, while also offering promising opportunities for
use in the electronics and construction industries in the
future.

Parallelly, in light of the ongoing digital transformation,
the Company's proposed Data Centre initiative at
Dombivli continues to remain active. Fund-raising
efforts are underway to advance this project, which has
become increasingly attractive given the surge in
demand for digital infrastructure.

Your Company's greenfield expansion projects
encompass products and services with multifaceted
applications, reinforcing the long-term potential of these
initiatives.

Despite global headwinds and geopolitical uncertainties,
India continues to be an oasis of growth and stability,
standing as the fastest-growing major economy in the
world. With its focused expansion strategies, your
Company is well-positioned to capitalize on India's
growth momentum in the coming years.

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of the Company
are prepared in accordance with Section 129 of the
Companies Act, 2013 ("Act") read with relevant

Accounting Standards issued by the Institute of
Chartered Accountants of India and forms part of this
Annual Report. Pursuant to Section 136 of the Act, the
standalone and consolidated financial statements of the
Company along with the relevant documents form part of
this Annual Report and separate audited accounts in
respect of the subsidiary are available on the website of
the Company.

DIVIDEND

With a view to conserving the resources, your Directors
have decided not to recommend Dividend for the year.

Your Company has approved a policy for Dividend
distribution and the same is uploaded on the Company's
website which can be accessed using the link
https: / / www.poloqueen.com/ pdf/dividend-
distribution-policy.pdf.

RESERVES

The Board opted not to propose any transfer to reserve at
this time, choosing instead to allocate resources toward

opportunities that may foster growth and resilience in
the future. The decision reflects a careful consideration
of our current needs and a strategic approach.

BUSINESS RISK MANAGEMENT

The Company manages and monitors principal risks and
uncertainties that can impact the ability of the Company
to achieve its targets/objectives. Timely reports are
placed before the board for considering various risks
involved in the Company's business/operations. The
Board evaluates these reports and necessary/corrective
action is then taken.

A brief report on risk evaluation and management is
provided under Management's Discussion and Analysis
Report forming part of this Annual Report.

Your Company has approved a policy for Risk
Management and the same is uploaded on the
Company's website which can be accessed using the
https: //www.poloqueen.com/pdf/risk-management-
policy.pdf.

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

Your Company has a sound internal control system
commensurate with its size and nature of business
which provides a reasonable assurance in respect of
financial and operational information, safeguarding its
assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records
and timely preparation of reliable financial disclosures.

The Internal Auditors monitors and evaluate the
efficiency and adequacy of internal financial control
system in the Company, its compliance with operating
systems, accounting procedures, application of the
instructions and policies fixed by the senior
management of the Company. The Audit Committee
reviews the report on Internal Control submitted by the
Internal Auditors on a quarterly basis.

Based on the assessment carried out by the Audit
Committee, the internal financial controls were
adequate and effective and no material weakness or
significant deficiencies in the design or operation of
internal financial controls were observed during the
financial year ended March 31, 2025.

DIRECTORS

As on March 31, 2025, the Board of Directors of your
Company comprises of Fourteen (14) Directors
consisting of Two (2) Whole-Time-Directors and Twelve

(12) Non-Executive Directors, out of which Seven (7) are
Independent Directors including Two Women directors
Independent Directors. The constitution of the Board of
the Company is in accordance with Section 149 of the
Act, and Regulation 17 of the Securities and Exchange
Board of India (Listing Obligations and Disclosures
Requirements) Regulations, 2015 ("Listing Regulation").

The Board of Directors, at its meeting held on August 09,
2024, appointed the following individuals as Non¬
Executive Directors of the Company, effective from the
respective dates of their appointment. The said
appointments were subsequently approved by the
shareholders at the Annual General Meeting held on
September 27, 2024.

Mr. Dilip Ravalnath Non-Executive-
Nadkarni Independent August 19, 2024

Director

Mr. Dattaram Non-Executive- August 10, 2024

Pandurang Shinde Independent
Director

Mr. Krishna Babal Non-Executive- August 19, 2024
Kauthankar Independent

Director

Ms. Anagha Non-Executive - August 10, 2024

Dattatray Joshi Independent

Director

Mr. Sandeep Non-Executive- August 10, 2024

Sadashiv Deshpande Independent
Director

Mr. Natwarlal Sanwarlal Gaur and Mr. Aspi Nariman
Katgara, who had completed their second term as
Independent Directors of the Company on August 20,
2024, were, upon the recommendation of the
Nomination and Remuneration Committee and after due
consideration of their skills, experience, and
performance, re-appointed by the Board as Non¬
Executive (Additional) Directors. Their re-appointment
as Non-Executive Directors was subsequently approved
by the shareholders at the Annual General Meeting held
on September 27, 2024.

Subsequent to the year ended March 31, 2025, Mr.
Nandlal Sanghai and Mr. Rahul Kumar Sanghai
tendered their resignations on April 19, 2025 from the
position of Non-Executive Directors of the Company.
Further, Mrs. Feroza Jamsheed Panday resigned from
the position of Independent Director of the Company
with effect from June 16, 2025, citing personal reasons.

Furthermore, Mr. Prabhas Sanghai, who was serving as
a Non-Executive Director of the Company, was re¬
designated as Executive Director with effect from May
28, 2025, and was subsequently appointed as the Chief
Financial Officer of the Company with effect from July
04, 2025.

On the basis of the written representations received from
the directors, none of the above directors are disqualified
under Section 164 (2) of the Act.

RETIREMENT BY ROTATION

In terms of the provisions of Section 152(6) of the Act
read with Articles of Association of the Company, Mr.
Udit P. Sanghai (DIN: 06725206) and Mr. Prabhas
Sanghai (DIN: 00302947), Directors of the Company,
shall retire by rotation at the ensuing Annual General
Meeting ("AGM") and being eligible offers himself for re¬
appointment. The Board recommends his re¬
appointment for the approval of Members. A resolution
seeking Members' approval for their re-appointment
forms part of the Notice of the AGM. In accordance with
Regulation 36 of the Listing Regulations and Secretarial
Standard-2 on General Meetings, brief particulars and
expertise of Director to be re-appointed together with
their other Directorships and Committee memberships
is given in the annexure to the Notice of the 41st AGM.

KEY MANAGERIAL PERSONNEL

Ms. Muskan Khandal resigned from the position of
Company Secretary & Compliance Officer of the
Company with effect from April 07, 2025. To fill the
vacancy arising from her resignation, the Board
appointed Ms. Gunjan Sanghavi as the Company
Secretary & Compliance Officer with effect from July 04,
2025.

Further, Mr. Udit Sanghai, Whole-Time Director and
Chief Financial Officer, stepped down from the position
of Chief Financial Officer with effect from April 21, 2025.
The Board, at its meeting held on July 04, 2025,
appointed Mr. Prabhas Sanghai, Executive Director of
the Company, as the Chief Financial Officer to fill the
said vacancy.

Mr. Umesh Agarwalla and Mr. Udit Sanghai continue to
serve as Whole-Time Directors of the Company.

SENIOR MANAGEMENT PERSONNEL

In terms of the Listing Regulations, the Company has
identified the "Senior Management Personnel" which

comprise all the Key Managerial Personnel of the
Company excluding Non-Executive and Independent
Directors.

ANNUAL EVALUATION OF THE BOARD, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS

The Board has carried out an annual performance
evaluation of the Directors individually including
Independent Directors, Board as a whole and of its
various committees on parameters such as skills,
knowledge, participation in meetings, contribution
towards Corporate Governance practices, compliance
with code of ethics etc.

The Independent Directors have carried out a
performance evaluation of Non-Independent Directors,
Chairman of the Board and Board as a whole with
respect to knowledge to perform the role, time and level
of participation, performance of duties and level of
oversight and professional conduct and independence.

The Directors expressed their satisfaction with the
evaluation process.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company after due assessment took on record the
necessary declarations received from each of the
Independent Directors under Section 149(7) of the Act,
that they meet the criteria of Independence laid down in
Section 149(6) of the Act, and Regulation 16(1)(b) of the
Listing Regulations. In terms of Regulation 25(8) of the
Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or
situation, which exist or may be reasonably anticipated,
that could impair or impact their ability to discharge
their duties. Further, all the Independent Directors on
the Board of the Company are registered with the Indian
Institute of Corporate Affairs, Manesar, Haryana ("IICA")
as notified by the Central Government under Section
150(1) of the Act and shall undergo online proficiency
self-assessment test within the time prescribed by the
IICA, if applicable. The Board after taking these
declarations/ disclosures on record and acknowledging
the veracity of the same, is of the opinion that the
Independent Directors of the Company possess requisite
qualifications experience, expertise, hold highest
standards of integrity and are independent of the
Management of the Company. The terms and conditions
of appointment of Independent Directors are available on
t h e w e b s i t e o f t h e C o m p a n y
https://www.poloqueen.com/policies-and-codes.php.

FAMILIARIZATION PROGRAMME FOR DIRECTORS

The Independent Directors of the Company are persons
of integrity, possessing rich experience and expertise in
the field of corporate management, finance, capital
market, economic and business information. The
Company has issued appointment letter to the
Independent Directors setting out in detail, the terms of
appointment, duties, roles & responsibilities and
expectations of the Independent Director. The Board of
Directors has complete access to the information within
the Company. Presentations are regularly made to the
Board of Directors / Audit Committee / Nomination,
Remuneration and Compensation Committee /
Stakeholders' Relationship Committee on various
related matters, where Directors have interactive
sessions with the Management. Further the Managing
Director also holds one to one discussion with the newly
appointed Director to familiarize with the Company's
operations. The details of the Company's familiarization
programme for Independent Directors can be accessed
a t w e b s i t e o f t h e C o m p a n y
https://www.poloqueen.com/policies-and-codes.php.

CODE OF CONDUCT FOR DIRECTORS & SENIOR
MANAGEMENT

The Board has adopted a Code of Conduct for Directors &
Senior Management in accordance with the provisions of
the Act, and Regulation 17(5) of Listing Regulations. The
Code also incorporates the duties of Independent
Director All the Board Members and Senior Management
Personnel have confirmed compliance with the Code. A
declaration to that effect signed by the Whole Time
Director forms part of the Corporate Governance Report.
A copy of the Code has been put on the Company's
website.

COMPLIANCE WITH SECRETARIAL STANDARDS ON
BOARD AND GENERAL MEETINGS

The Board of Directors affirms that the Directors have
devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued
by the Institute of Companies Secretaries of India and
that such systems are adequate and operating
effectively. The Company has complied with the
applicable Secretarial Standards.

BOARD MEETINGS

During the year, Five Board Meetings were held, details
of which are given in the Corporate Governance Report.

The intervening gap between two consecutive meetings
was within the period prescribed under the Act,
Secretarial Standards on Board Meetings and Listing
Regulations as amended from time to time

BOARD COMMITTEES

The Board has constituted following Committees in
compliance with the requirements of the business and
relevant provisions of applicable laws and statutes:

• Audit Committee

• Nomination Remuneration Committee

• Stakeholders' Relationship Committee

• Risk Management Committee

All decisions pertaining to the constitution of the
Committees, appointment of members and fixing of
terms of reference/role of the Committees are taken by
the Board of Directors.

Details of the role and composition of these Committees,
including the number of meetings held during the
financial year and attendance at meetings, are provided
in the Corporate Governance Report, which forms a part
of the Annual Report.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATE
COMPANIES

The Company does not have any Joint Venture or
Associate Company. The details of the performance of
the subsidiary companies are as follows:

i. POLO QUEEN CAPITAL LIMITED (PQCL)

PQCL is a wholly owned subsidiary of the Company.
It was incorporated on March 15, 2016 for the
purpose of carrying on the business of Non-Banking
Finance Company. PQCL has received Certificate of
Registration from the Reserve Bank of India dated
September 22, 2017 for carrying on the business of
Non-Banking Financial Institution without
accepting public deposits. PQCL has commenced its
Financial Business. PQCL has invested funds in
Equities through portfolio management consultants.
As on March 31, 2025, the PQCL's Net Owned Funds
are Rs. 511.74 Lakhs. PQCL earned profit of Rs.
78.84 Lakhs through its operations during the year.

ii. POLO QUEEN SOLUTIONS LIMITED (PQSL)

PQSL is a wholly owned subsidiary of the Company.
PQSL was incorporated on March 3, 2016. The plans
for activities in this company will be shared with you

once this fructifies. The authorised Share Capital
and paid up Share capital of PQSL are 10.00 lakhs
and 5.00 lakhs respectively. As on March 31, 2025,
PQSL's Networth is Rs. 4.90 Lakhs. PQSL earned
profit of Rs. 0.084 lakhs through its operations
during the year.

iii. POLO QUEEN PHARMA TRADE INDUSTRY
LIMITED (PQPL)

PQPL is a wholly owned subsidiary of the Company.
It was incorporated on March 3, 2016. The plans for
activities in this company will be shared with you
once this fructifies. The authorised Share Capital
and paid up Share capital of PQPL are Rs. 10.00
lakhs and Rs. 5.00 lakhs respectively. As on March
31, 2025, PQPL's Networth is Rs. 4.90 Lakhs. PQPL
earned profit of Rs. 0.077 Lakhs through its
operations during the year.

A statement containing salient features of the financial
statements in Form AOC-1, as required under Section
129 (3) of the Act, forms a part of this Annual Report.

Your Company has approved a policy for determining
material subsidiaries and the same is uploaded on the
Company's website which can be accessed using the link
https: / /www.poloqueen.com/pdf/revised-policy-on-
material-subsidiary.pdf. As per this Policy, your
Company does not have any material subsidiary.

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as
defined under the Act and Listing Regulations during the
financial year were on an arm's length basis and in the
ordinary course of business.

The policy has been disclosed on the website of the
Company at www.poloqueen.com. Web link for the same
is https://www.poloqueen.com/pdf/policy-on-related-
party-transactions(2).pdf.

The particulars of contracts or arrangements with
related parties referred to in Section 188(1) and
applicable rules of the Act in Form AOC-2 is provided as
Annexure 1 to this Board Report.

NOMINATION AND REMUENRATION POLICY

A committee of the Board named as "Nomination and
Remuneration Committee" has been constituted to
comply with the provisions of Section 178 of the Act and
Regulation 19 of Listing Regulations to recommend the
Company's policy on directors' appointment and
remuneration, including criteria for determining
qualifications, positive attributes, independence of a

director and other matters and to frame proper systems
for identification, appointment of Directors & KMPs,
payment of remuneration to them and evaluation of their
performance. The policy is also posted on the Company's
website at

https://www.poloqueen.com/pdf/nomination-and-
remuneration-policy.pdf.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The particulars of loans given, guarantees given,
investments made and securities provided by the
Company during the year under review, are in
compliance with the provisions of Section 186 of the Act
and the Rules made thereunder and details are given in
the Note 5 to the Financial Statements forming part of
the Annual Report. All the loans given by the Company to
the body corporate are towards business purpose.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNING
AND OUTGO

The Company does not own any manufacturing facility
and hence the particulars relating to conservation of
energy and technology absorption as stipulated in the
Companies (Accounts) Rules, 2014 are not applicable.
The Company has earned Rs. Nil in foreign exchange and
has spent Rs. 47.92 Lakhs in Foreign Exchange during
the accounting year ended 2024-25.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not developed and implemented any
Corporate Social Responsibility initiatives as the said
provisions are not applicable to the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to
the information and explanations obtained by your
Directors, they make the following statements in terms
of Section 134(3)(c) of the Act that:

a) In the preparation of the Annual Accounts, the
applicable standards had been followed along
with proper explanation relating to material
departure;

b) had selected such accounting policies and
applied them consistently and made judgements
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;

c) had taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of this Act for
safeguarding the assets of the Company and for
prevention and detection of fraud and other
irregularities;

d) had prepared the Annual Accounts on a going
concern basis;

e) laid down that the internal financial controls
were adequate and operating effectively;

f) had devised proper systems to ensure
compliance with the provisions of all applicable
laws and such systems were adequate and
operating effectively.

DEPOSITS

Your Company has not accepted any deposits from the
public during the year within the meaning of Sections 73
to 76 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014.

LOAN FROM DIRECTORS

During the financial year, the Company has taken loan
from Directors of the Company, and declaration in to
that effect have been received and the details are as given
below:

PARTICULARS OF EMPLOYEES

The Company has no employee in receipt of
remuneration in excess of the limit prescribed in the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. The prescribed
particulars of employees required under Rule 5 of the
aforesaid Rules, are attached as Annexure 2 to this
Report.

VIGIL MECHANISM /WHITSLE BLOWER POLICY

The Company has a Vigil Mechanism and Whistle¬
Blower Policy to deal with instances of fraud and mis¬
management, if any, and conducting business with
integrity, in accordance with all applicable laws and
regulations. The summary of the policy has been
disclosed on the website of the Company at
www.poloqueen.comWeblink for the same is
http: / /poloqueen.com/pdf / vigil-mechanism-
policy.pdf.

AUDITORS

M/s. N K Jalan & Co., Chartered Accountants (Firm
Registration No. 104019W), were appointed as Statutory
Auditors of the Company in the 40th Annual General
Meeting to fill the casual vacancy arising from the
resignation of M/s. Kava & Associates (Firm Registration
No. 145721W), as approved by the Board of Directors on
the recommendation of the Audit Committee.

Further, based on the recommendation of the Audit
Committee, the Board has recommended the
appointment of M/s. N K Jalan & Co., Chartered
Accountants, as the Statutory Auditors of the Company
for a term of 4 (four) years, to be approved by the
shareholders at the ensuing Annual General Meeting

There is no qualifications, observations or remarks in the
Auditor's Report for the financial year ended March 31,
2025.

AUDITORS' REPORT

During the year under review, the Auditor has not
reported any matter under section 143 (12) of the Act and
therefore no default disclosed under section 134 (3) (ca)
of the Act.

The Notes on financial statement referred to in the
Auditors' Report are self-explanatory and do not call for
any further comments.

REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the Statutory
Auditors nor Secretarial Auditors have reported to the
Audit Committee under Section 143(12) of the Act, any
instances of fraud committed against your Company by
its officers and employees, details of which would need to
be mentioned in the Directors' Report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of

Directors have, in their meeting held on May 28, 2025 re¬
appointed M/s. Dipti Nagori, Practicing Company
Secretary (C.P. No. 9917) for a term of 5 (five) years to
undertake the Secretarial Audit of the Company for the
financial year 2025-26 till 2029-2030. The Secretarial
Audit Report for the financial year ended March 31, 2025
is annexed herewith as Annexure - 3 to this Report. The
Secretarial Audit Report does not contain any
reservation, qualification or adverse remark.

INTERNAL AUDIT

The Board of Directors have, in their meeting held on
May 28, 2025 re-appointed Mr. Janak Mehta, Chartered
Accountants as Internal Auditors for the financial year
2025-26.

MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Act are not
applicable to the Company. Accordingly, there is no
requirement of maintenance of cost records as specified
under Section 148(1) of the Act.

ANNUALRETURN

In terms of Section 92(3) of the Act and Rule 12 of the
Companies (Management and Administration) Rules,
2014, the Annual Return of the Company is available on
t h e w e b s i t e o f t h e C o m p a n y
https://www.poloqueen.com/form.php.

INSOLVENCY AND BANKRUPTCY CODE

During the financial year under review, no applications
was made or proceeding initiated against the Company
under the Insolvency and Bankruptcy Code, 2016 nor
any such proceeding was pending at the end of the
financial year under review.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT
OF THE VALUATION DONE AT THE TIME OF ONE¬
TIME SETTLEMENT AND THE VALUATION DONE
WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF

There was no instance of one-time settlement with any
Bank or Financial Institutions during the period under
review.

SHARE CAPITAL
• Authorised Capital

The Authorised Capital of the Company is Rs.
1,13,00,00,000, comprising of 56,50,00,000 Equity
Shares of Rs. 2/- each.

_

• Issued, Subscribed & Paid-Up Capital

The issued, subscribed and paid-up Share Capital as on
March 31, 2025 was Rs. 67,15,00,000, comprising of
33,57,50,000 Equity Shares of the face value of Rs. 2
each, fully paid up.

POLICY ON SEXUAL HARASSMENT

The Company has adopted Policy on Prevention of
Sexual Harassment of Women at the Workplace in
accordance with The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013. During the financial year ended March 31, 2025,
the Company has not received any complaints
pertaining to sexual harassment.

Summary of Report on matter reported under the
Prevention of Sexual Harassment at workplace policy of
the Company for the financial year ended March 31,
2025:

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 (2) (e) of Listing Regulations, a
report on Management Discussion & Analysis Report
forms part of the Annual Report.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance forms part of
this Annual Report. The Auditors' Certificate on
compliance with Corporate Governance requirements by
the Company is attached to the Report on Corporate
Governance.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

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

ti on q

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There were no Material Changes and Commitments
affecting the financial position of the Company between
the end of the financial year to which the financial
statements relate and the date of this Report.

GENERAL

Your Directors state that no disclosure or reporting is
required in respect of the following items as there were
no transactions on these items during the year under
review:

a) Issue of equity shares with differential rights as
to dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares) to
employees of the Company under any scheme.

c) The Whole-Time Directors of the Company do not
receive any remuneration or commission from
any of its subsidiaries.

OTHERS

Your Directors confirms that there has been no failure in
implementation of any Corporate Action during the
financial year 2024-2025.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which
relate to Management Discussion and Analysis as
explained in a separate Section in this Report, describing
the Company's objectives, projections, estimates and
expectations may constitute 'forward looking
statements' within the meaning of applicable laws and
regulations. Actual results might differ materially from
those either expressed or implied in the statement
depending on the circumstances.

ACKNOWLEDGEMENT

The Directors wish to take this opportunity to express
their sincere thanks to the Company's Bankers for their
valuable support and the Shareholders for their
confidence in the Company.

For and on behalf of the Board of Directors

PRABHAS SANGHAI UMESH KUMAR AGARWALLA

Place : Mumbai EXECUTIVE DIRECTOR AND CFO WHOLE TIME DIRECTOR

^ate : July 24, 2025_DIN: 00302947_DIN: 00231799_