The Board of Directors have pleasure in presenting before you the 41^st Annual Report and Audited Financial

Statements for the Financial Year (FY) ended as on 31^st March, 2026.

1. SIGNIFICANT CHANGES DURING THE FINANCIAL YEAR UNDER REPORT(i) Issue of further Shares and Convertible Warrants on Preferential Basis and subsequent conversion
of Warrants: -

a) As reported in the Directors Report for the financial year 2023-2024 and 2024-2025, the Company had
issued and allotted 13,50,000 Convertible Warrants on Preferential Allotment basis to Promoter Group.

During the FY 2025-2026, out of the said Convertible Warrants, on exercise of the right to convert
the Warrants into Equity Shares, by Warrant holders, the Board of Directors of the Company in its
meeting held on 24^th April, 2025 had allotted 7,62,500 Equity Shares of '' 10/- each on conversion of
the remaining 7,62,500 Convertible Warrants. The Company had completed the procedure for Listing
of 7,62,500 Equity Shares and its Trading Approval on BSE Ltd. Accordingly the Listed Share Capital
of the Company after the said Allotment was increased to '' 5,91,50,000/-.

b) Further during the Financial Year under Report i.e. FY 2025-2026, the shareholders of the Company in
their Extra Ordinary General Meeting held on 28^th October, 2025 had passed a Special Resolution for
issue and allotment of 64,85,000 Convertible Warrants of '' 10/- each for Cash at a Premium of '' 112.50
per Share/Warrant total amounting to '' 79,44,12,500/- on Preferential Basis to Promoter/Promoter
Group and Non Promoters/Strategic Investors. Out of 64,85,000 Convertible Warrants so issued and
allotted, on 23^rd March, 2026 the Warrant Holders holding 19,85,000 Convertible Warrants exercised
their right to convert their warrants into 19,85,000 Equity Shares. The Company had completed the
procedure for Listing of the said Equity Shares and its Trading Approval on BSE Ltd. Thus, as on
date, the Listed Equity Share Capital of the Company stands increased to '' 7,90,00,000/- and the
outstanding convertible Warrants stands reduced to 45,00,000 Convertible Warrants with the paid up
amount of '' 30.625 per Warrant. The Warrants are convertible into Equity Shares of the Company on
or before 24^th May, 2027.

(ii) Investment in Silver Sage Trading LLC: -

On recommendation of Audit Committee, the Board of Directors in its meeting held on 18^th February, 2026
had decided to acquire 100% Equity Shares of Silver Sage Trading LLC, (''Silver Sage''), a single owner
Limited Liability Company having its office in Dubai, United Arab Emirates. The Company entered into
the Share Purchase Agreement with Silver Sage in March 2026 and completed its complete acquisition
including the payment in April, 2026. Accordingly, pursuant to the acquisition of 100% Equity Shares of
Silver Sage, it has become the Wholly Owned Subsidiary of the Company w.e.f. 3^rd April 2026.

(iii) Changes in Composition of Board of Directors and KMP: -
Appointment

During the year under review, there were no appointments of any Directors of the Company. Accordingly,
the Board of Directors of the Company comprises of 2 Executive Directors including one Woman Director
and three Non-Executive & Independent Directors.

Cessation

During the year under review, none of the Directors ceased to be the Directors of the Company and there
is no change in the composition of the Board of Directors.

Change in Designation:

In the Extra Ordinary General Meeting held on 15^th July, 2025, following changes were approved by the
Shareholders of the Company: -

a) On the recommendation of the Nomination and Remuneration Committee, Audit Committee and the
Board of Directors, Mr. Prem Kristian Jain was re-designated from Whole Time Director to Managing
Director of the Company w.e.f. 16^th July, 2025 liable to retire by rotation, for the remaining term of his
appointment i.e. till 30^th September, 2028.

b) On the recommendation of the Nomination and Remuneration Committee, Audit Committee and the
Board of Directors, Mrs. Kriti Jain who was appointed as Non-Executive Director, was re-designated
from Non-Executive Director to Whole Time Director of the Company designated as ''Executive Director'',
liable to retire by rotation, for a period of 3 (Three) Years w.e.f. 24^th April, 2025 to 31^st March, 2028.

Re-appointment of Director liable to retire by rotation:

In terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr.
Prem Krishan Jain (DIN: 09304822), Director who was liable to retire by rotation at the Annual General
Meeting held on 29^th September, 2025 was reappointed as the Director of the Company, liable to retire by
rotation.

Changes in Key Managerial Personnel (KMP):

CS Dipen Shah (Membership No.: A43449) resigned as the Company Secretary and Compliance Office of
the Company w.e.f. 28^th February, 2025.

CS Raujesh Khandelwal (Membership No.: A49419) was appointed as the Company Secretary and
Compliance Office of the Company w.e.f. 24^th April, 2025.

2. FINANCIAL RESULTS(i) The Standalone Financial Results for the Financial Year ended on 31^st March, 2026 are briefly given
below: -

(ii) The Consolidated Financial Results for the Financial Year ended on 31^st March, 2026 are briefly
given below:

(iii) Consolidated Financial Statement

The consolidated financial statements of the Company and its subsidiaries for FY 2025-2026 are prepared
in compliance with the applicable provisions of the Companies Act, 2013 (“the Act”) and as stipulated
under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“the Listing Regulations”) as well as in accordance with the Indian Accounting Standards notified under
the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements
together with the Independent Auditor''s Report there on form part of this Annual Report.

3. COMPANY''S AFFAIRS, PERFORMANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

Financial and Present Performance

During the Financial Year under review the Revenue from Operations of the Company on Standalone basis,
was '' 1,169.57 Lakhs as against of '' 194.12 Lakhs of the previous year. The other income of the Company
was '' 0.20 Lakhs as against '' 22.59 Lakhs of the previous year. The Company has earned a Net Profit of
'' 43.75 Lakhs as against the Profit of '' 43.07 Lakhs of the previous year.

Management Discussion and Analysis:

(a) Present Business

The Company is doing its business in two segments and has deployed major Funds in two segments
i.e. Investment in Property, Shares and Deposits and Bullion Trading. The Company has invested in
subsidiaries which operate in different segments i.e. Media & Entertainment, Merchant Trading & Real
Estate. As on 31^st March, 2026 the following are the Subsidiaries of the Company: -

A] Material Subsidiaries

1) Starlight Box Theatres Private Limited

2) DARS Transtrade Private Limited

3) Silver Sage Trading LLC (w.e.f. 3^rd April, 2026)

B] Other Subsidiaries

1) New India RE & Infra LLP

With the optimum return on the investments, the Company would be able to perform better in the years
to come.

(b) Internal Control Systems and its Adequacy

The Company has adequate Internal Control Systems to ensure operational efficiency, accuracy and
promptness in financial reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. An Internal Auditor has been
appointed for this purpose.

The Audit Committee of the Board reviews the Internal Audit Reports and the adequacy and effectiveness
of internal controls periodically.

(c) Risks and concerns

The Company has formulated various policies and procedures to face the risks and challenges
affecting the Business of the Company. The Company has a Risk Management Policy in place and is
being reviewed regularly. Various risks such as financial risk arising out of the operations, increased
competition in the sectors/areas of the Company, business conditions in the markets and other risks
have been identified and taken into account while formulating policies.

The Directors get themselves trained and educated on various risks factors. Periodic reviews are also
being taken to improve the same.

(d) Material developments in Human Resources / Industrial Relations front, including number of
people employed

The main business of the Company is investment in securities and Subsidiaries/Other Companies and
hence, considering the nature of the business, the Human Resources requirement of the Company is
very less, which at present as on 31^st March, 2026 is 9 employees.

(e) Key financial ratios

Details of significant changes, in Key Financial Ratios, along with detailed explanation thereof has been
given in Note No. 44 under the head ''Financial Ratio'' of the Financial Statements for FY 2025-2026.

(f) Change in Nature of Business

The shareholders of the Company in their Extra Ordinary General Meeting held on 28^th October,
2025 had passed a Special Resolution for alteration of Main Object clause of the Memorandum of
Associations of the Company by adding additional object clause relating to trading & dealing in gold
and silver, bullion and coins.

4. CAUTIONARY STATEMENT

Statements in this report, particularly those which relate to Management Discussion and Analysis, describing,
if any, 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.

5. TRANSFER TO RESERVES

Your Company has not proposed to transfer any amount to the General Reserve.

6. DIVIDEND

With a view to augment long term resources and to plough back the earnings in the Company itself, your
Directors do not recommend any Dividend on the Shares of the Company.

7. PUBLIC DEPOSITS

During the Financial Year 2025-2026, your Company had not accepted any Deposit within the meaning
of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of
Deposits) Rules, 2014.

The Central Government Ministry of Corporate Affairs vide notification dated 22^nd January, 2019 read with
further notification dated 30^th April, 2019 required the Companies to file return of Deposits or Particulars of
Transactions not considered as Deposit. The Company has complied with the said notification.

8. LISTING AGREEMENT & FEES

The annual listing fees for the Financial Year 2025-2026 as well as for the Financial Year 2026-2027 have
been paid to BSE Limited, where your Company''s Shares are listed.

9. HOLDING COMPANIES, SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES

As of the close of the Financial Year 2025-2026, the Company has 2 material subsidiaries namely:

1) Starlight Box Theatres Private Limited - 51.12% holding

2) DARS Transtrade Private Limited

[Formerly known as V3 Constructions Pvt. Ltd.] - 51.61% holding

3) The Company on 3^rd April, 2026 i.e. during the current Financial Year 2026-2027 had acquired the
100% stake in Silver Sage Trading LLC and has become material subsidiary of the Company.

4) The Company has invested in the Capital of New India RE and Infra LLP and has become a Partner
with 64% of Capital Contribution of the said LLP.

Consolidated Financial Statements of the Company are inclusive of the results of all the subsidiaries viz.,
Starlight Box Theatres Private Limited, DARS Transtrade Private Limited and New India RE and Infra
LLP During the year under review, the Board of Directors have reviewed the affairs of the Subsidiaries in
accordance with Section 129(3) of the Companies Act, 2013. The Company has prepared consolidated
financial statements of the Company which forms part of this Annual Report. The salient features of the
financial statements of the Subsidiaries are set out in the prescribed form AOC-1 which is attached to the
financial statements. The statement also provides the details of performance and financial position of the
Company''s Subsidiaries. Copies of annual accounts and related information of all the subsidiaries can be
sought by any member of the Company by making a written request to the Company at the Registered
Office. Above information is available for inspection at the Registered Office & on website of the Company.
The Policy for determining ''Material'' subsidiaries has been placed on the Company''s website at www.
fundvisercapital.in.

10. ANNUAL RETURN

Pursuant to provisions of Section 134 read with Section 92 of the Companies Act, 2013, as amended; copies
of Annual Returns filed with the MCA are available at the website of the Company viz. www.fundvisercapital.
in and the Annual Return for the Financial Year 2024-2025 is available on the website of the Company and
on MCA. The draft Annual Return for the Financial Year 2025-2026 is made available on the Company''s
website and the final version will be uploaded on MCA portal after the conclusion of AGM.

11. COMPOSITION OF THE BOARD OF DIRECTORS AND ITS COMMITTEES AND DETAILS OF ITS
MEETINGS & GENERAL MEETINGS HELD DURING THE YEAR

During the Financial Year 2025-2026, Twelve (12) Board Meetings, Two (2) Extra Ordinary General
Meetings and One (1) Annual General Meeting, Ten (10) Audit Committee Meetings, Two (2) Nomination
and Remuneration Committee Meetings and Three (3) Stakeholder Relationship Committee Meetings and
One (1) Independent Directors Meeting were convened and held.

The details of the said Meetings held are given in the Corporate Governance Report.

The intervening gap between the Meetings was within the period prescribed under the Companies Act,
2013 and the Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

Composition of Audit Committee:

During the year under review, there was no change in the composition of the Audit Committee of the
Company. The Audit Committee comprises of Mr. Triloki Nath Bansal, Mr. Prem Krishan Jain, Mr. Vinod

Kumar Singh and Mr. Suresh Kumar Jain. Mr. Triloki Nath Bansal, Chartered Accountant is the Chairman of
the Audit Committee.

The Company Secretary and Compliance Officer of the Company acts as a Secretary to the Committee.
Composition of Nomination and Remuneration Committee:

During the year under review, there was no change in the composition of the Nomination and Remuneration
Committee. The Nomination and Remuneration Committee comprises of Mr. Triloki Nath Bansal, Mr. Vinod
Kumar Singh and Mr. Suresh Kumar Jain. Mr. Triloki Nath Bansal is the Chairman of the Nomination and
Remuneration Committee.

The Company Secretary and Compliance Officer of the Company acts as a Secretary to the Committee.
Composition of Stakeholders Relationship Committee:

During the year under review, there was no change in the composition of Stakeholders Relationship
Committee of the Company. The Stakeholders Relationship Committee comprises of Mr. Triloki Nath
Bansal, Mr. Prem Krishan Jain, Mr. Vinod Kumar Singh and Mr. Suresh Kumar Jain. Mr. Triloki Nath Bansal
is the Chairman of the Stakeholders Relationship Committee.

The Company Secretary and Compliance Officer of the Company acts as a Secretary to the Committee.

12. DIRECTORS'' RESPONSIBILITY STATEMENT

Directors'' Responsibility Statement prepared pursuant to the provisions of Section 134(5) of the Companies
Act, 2013 is furnished below as required under Section 134(3) (c).

Directors state that:-

a) In the preparation of the Annual Accounts for the Financial Year ended 31^st March, 2026 the applicable
Accounting Standards read with requirements set out under Schedule III to the Act have been followed
and there are no material departures from the same.

b) Accounting Policies as mentioned in Part-B to the Financial Statements have been selected and applied
consistently. Further 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 31^st March, 2026 and of the Profit
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 Companies Act, 2013 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) Proper internal financial controls were in place and that the financial controls were adequate and were
operating effectively; and

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

13. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given Declarations under Section 149 (7) of the Companies Act, 2013 that
they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. AUDITORS AND AUDITORS'' REPORT
a) Statutory Auditor

The second term of appointment of M/s JMT & Associates, Chartered Accountants, Mumbai having
Firm Registration Number (FRN 104167W), the present Statutory Auditors of the Company shall
complete on the conclusion of the ensuing Forty-First Annual General Meeting of the Company being

held on 22^nd September, 2026. Accordingly, JMT & Associates shall complete the total term of Auditors
of 10 (Ten) Years and hence shall cease to be the Statutory Auditors of the Company from the date of
conclusion of the Forty-First Annual General Meeting.

The Board do place on record its sincere thanks and appreciation to JMT & Associates for the timely
advice and expertise provided by them during their tenure as the Statutory Auditors of the Company.

As recommended by the Audit Committee, the Board of Directors of the Company in its Meeting held on
11^th August, 2026 have recommended the appointment of M/s M.A. Shah & Co., Chartered Accountants
(Firm Registration No 112630W & Peer Review No.: 017685), as the Statutory Auditors of the Company
to hold the office for the first term of 5 (five) consecutive years from the conclusion of the ensuing Forty-
First Annual General Meeting of the Company till the conclusion of the Forty-Sixth Annual General
Meeting subject to the approval by the Shareholders at the ensuing Annual General Meeting. M/s M.A.
Shah & Co., have confirmed their eligibility for appointment under Section 139 read with Section 141
of the Companies Act, 2013. The firm is registered with the Institute of Chartered Accountants of India
(“ICAI”). The remuneration shall be determined and fixed by the Board of Directors of the Company
plus applicable Taxes, in consultation with the Auditors of the Company.

The Board Members and the Audit Committee at their Meetings held on 11/08/2026 had reviewed the
performance and effectiveness of the audit process of Statutory Auditors including their independence.
The Board Members and the Audit Committee expressed their satisfaction towards the same.

The Notes to the Standalone and Consolidated Financial Statements referred in the Auditors Report
for the Financial Year 2025-26 are self-explanatory and therefore do not call for any comments under
Section 134 of the Companies Act 2013. The Auditors'' Report does not contain any qualification,
reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements in this
Annual Report.

No fraud has been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring
disclosure in Board''s Report.

b) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 your Company has appointed
Ghatpande & Ghatpande Associates, Practising Company Secretaries having Firm Registration No.
P2019MH0772200 and Peer Review No.: 4537/2023 to conduct the Secretarial Audit of your Company
for the FY 2025-2026. The Secretarial Audit Report is annexed herewith as Annexure - I.

c) Internal Auditor

M/s G R A N D M A R K & Associates, Chartered Accountants, were appointed as the Internal Auditors
of the Company as per the provisions of Section 138 of the Companies Act, 2013 for the Financial Year
2025-2026.

They have conducted Internal Audits periodically and submitted their reports to the Audit Committee.
The said Reports have been reviewed by the Statutory Auditors and the Audit Committee.

d) Cost Audit

The provisions of maintenance of cost records as specified by the Central Government under sub¬
section (1) of Section 148 of the Companies Act, 2013 are not applicable to the Company for the
financial year under review and accordingly, the appointment of Cost Auditor and obtaining their Report
was not applicable to the Company.

15. PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENT

During the Financial Year 2025-2026, Company has not provided any Loans or Guarantees or Securities
in excess of the limits prescribed under Section 186 of the Companies Act, 2013 read with Companies
(Meeting of Board and its Powers) Rules, 2014 and as approved by the shareholders of the Company.

The Details of Investments made as on 31^st March, 2026 are as follows:

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Pursuant to the provisions of Companies Act, 2013, the contracts or arrangements entered into by the
Company with related parties referred to in Section 188(1) have been done at Arm Length Basis and are in
ordinary Course of Business. Hence the disclosure related to Related Parties are mentioned in Form AOC-2
which is annexed hereto as Annexure II to this Report.

17. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND
THE DATE OF REPORT

The material changes and commitments between the date of the Balance Sheet and the Date of Report are
as under: -

(i) The Company has vide Share Purchase Agreement acquired 100% equity shares of Silver Sage
Trading LLC having its office in Dubai United Arab Emirates. Accordingly, Silver Sage Trading LLC
has become the Wholly Owned Foreign Subsidiary of the Company after completing the acquisition
process w.e.f. 3^rd April, 2026 i.e. during the current the FY 2026-2027.

(ii) During the Financial Year 2025-2026 the Company had issued and allotted 64,85,000 Convertible
Warrants of '' 10/- each at a Premium of '' 112.50 per Warrant amounting to '' 79,44,12,500/- on
Preferential basis under the authority of the special Resolution passed by the shareholders of the
Company in their Extra Ordinary General Meeting held on 28^th October, 2025. In the said Special
Resolution, the particulars of utilization of funds out of the proceeds of the said Convertible Warrants
was mentioned and the same was also submitted to BSE Ltd., and on the basis of the submission
of the Company, BSE Ltd. had given its ''In Principle Approval'' for the said Issue. Out of the said
issue, 19,85,000 Convertible Warrants were converted into 19,85,000 Equity Shares of the Company
during the Financial Year under review and the remaining warrants are yet to be converted into Equity
Shares. During the Financial year under review, there was deviation in the utilization of these funds.
The Company proposes to alter the objects for which the funds raised/being raised through Preferential
Issue will be utilized and for that purpose, the approval of the shareholders is sought by way of Special
Resolution proposed in the ensuing Annual General Meeting.

Other than the aforementioned, 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 the report.

18. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the
going concern status of your Company and its operations in future.

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

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 is as follows:

A] Conservation of Energy and Technology Absorption:

As the Company is not engaged in any Manufacturing activity, the disclosure relating to conservation
of energy and technology absorption is not applicable.

B] Foreign Exchange Earnings and Outgo

During the Financial Year under Report, there are no foreign exchange earnings and outgo.

20. NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of Nomination and Remuneration Committee framed the policy for
selection and appointment of Directors, KMP''s and senior Management personnel and their remuneration.
The same has been uploaded on the website of the Company. The link for accessing the same is http://
www.fundvisercapital.in.

21. STATEMENT REGARDING COMPLIANCE WITH THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT, 2013

During the Financial Year under Report the Company has in place Anti-sexual Harassment Policy and
also complied with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and constituted an ''Internal Complaints Committee'' to ensure protection against
sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual
harassment at all the administrative units and offices. During the Financial Year under Report, there was no
instance of Sexual Harassment of Women at Workplace. The same is detailed in the table below:

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social
Responsibility Policy) Rules, 2014 in respect of CSR activities are not applicable to the Company. The
Company voluntarily also has not undertaken any CSR activity.

23. BOARD EVALUATION

Pursuant to the provisions of the Section 134 (3) (p) of the Companies Act, 2013, Rules made there under and
Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 and Remuneration and other statutory
committees. Performance evaluation has been carried out as per the Nomination and Remuneration Policy
of the Company.

24. COMPOSITION OF COMMITTEE

The Company has duly constituted the Audit Committee, Nomination and Remuneration Committee and
Stakeholders Relationship Committee in accordance with the provisions of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the composition
are already given in Point No. 11 above under the head ''Composition of the Board of Directors and its
Committees and details of its Meetings & General Meetings held during the year''

25. PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of remuneration aggregating to '' 102.00 Lakhs or more per
year or '' 8.50 Lakhs or more per month when employed for a part of the year and the particulars as required
under Section 197 (12) read with the Rule 5(2) and 5 (3) of Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014.

Particulars of Employees and information pursuant to Rule 5 of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is given in Annexure III.

26. CASH FLOW

The standalone and consolidated Cash Flow Statement for the Financial Year ended 31^st March 2026 are
attached to the Financial Statement and forms part of the Annual Report.

27. CORPORATE GOVERNANCE

Considering the allotments of Convertible Warrants and Equity Shares made by the Company during the
Financial Year 2025-2026, the Net Worth of the Company during the Financial Year 2025-2026 exceeded
the threshold limit of '' 25/- Crore and as such, the Company is required to comply with the provisions of
Corporate Governance stipulated under SEBI (LODR) Regulations, 2015.

Accordingly, in compliance with the provisions of Regulation 34(3) and Schedule V of SEBI (LODR)
Regulations, 2015 a separate report on Corporate Governance along with the Certificate of the Practising
Company Secretaries on its compliance has been provided separately which forms part of this Annual
Report. The Corporate Governance Report along with its Annexures is attached herewith as Annexure IV.

28. CREDIT RATING

The Company has neither issued any debt instruments nor undertaken any fixed deposit programme or any
scheme or proposal involving mobilisation of funds, whether in India or abroad. Accordingly, the Company
is not required to obtain Credit Rating.

29. ENVIRONMENTAL, SOCIAL AND GOVERNANCE [ESG]

The Company at present is engaged in the Business of Investment in Securities and Properties.

The Company is committed to doing business in a responsible and sustainable manner with the highest
standards of integrity. The Company is focused on achieving the ESG causes with initiatives like responsible
usage of energy & water, effective plastic and paper waste management, protection of human rights and
employee''s rights, engagement with the stakeholders, and social welfare.

The Company in its course of Business undertakes the best Corporate practices and strongly believes in
complete transparency to its stakeholders.

30. ANTI-CORRUPTION INITIATIVES

The Company has established several policies to prevent corruption within the organisation. These are
suitably integrated with the business operations. The Company also has adequate disclosure practices with
regard to anti-corruption activities.

31. DEMATERIALISATION OF EQUITY SHARES

The Company has obtained ISIN from both NSDL and CDSL Depositories and the same is INE365H01014.
As on 31^st March, 2026 the shareholders holding 71,02,300 Equity Shares i.e. 89.90% of the Capital have

already Dematerialized their shareholding. The shareholders who still hold shares in physical form are once
again requested to get their shares dematerialized. Meanwhile, as per SEBI Circular No. SEBI/HO/MIRSD/
DOP1/CIR/P/2018/73 dated 20^th April, 2018 the Shareholders holding Shares in Physical Form are required
to submit their copies of PAN Card and Bank Account details and contact details like Email ID, Mobile No.,
etc., to the Registrar & Share Transfer Agents - Satellite Corporate Services Private Limited at the earliest.
Please note that no transfer of Shares is allowed in Physical Form.

32. SHARE TRANSFER SYSTEM

Pursuant to Regulation 40(1) of the SEBI (LODR) Regulations, 2015, as amended from time to time,
transfer, transmission and transposition of securities shall be effected only in dematerialised form.

Pursuant to the SEBI Master Circular No. HO/38/13/(4)2026-MIRSD-POD/I/4298/2026 dated 6 February,
2026, it is mandatory for the Company to issue shares only in demat form while processing investor service
requests viz., issue of duplicate securities certificate, claim from Unclaimed Suspense Account, renewal /
exchange of securities certificate, endorsement, sub-division / splitting of securities certificate, consolidation
of securities certificates / folios, transmission and transposition. Further, SEBI has substituted the earlier
requirement of issuance of a physical ''Letter of Confirmation'' (''LOC'') in lieu of duplicate share certificates,
and the Company / the R & T Agent are now required to directly credit the shares to the demat account in
lieu of the share certificate while processing any of the aforesaid investor service requests.

The Form ISR-4 for Investors Service Requests, is available on the website of the Company and can be
downloaded from the website of the Company.

https://www.fundvisercapital.in/uploads/docs/form-isr-4-duplicate-and-other-serices-in-demat-

6a6ae9462436c.pdf

If a shareholder fails to submit the dematerialisation request within the prescribed timelines, then the
Company shall credit those shares in the Suspense Escrow Demat Account held by the Company.
Shareholders can claim these shares transferred to the Suspense Escrow Demat Account on submission
of the necessary documents.

Pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/97 dated 2^nd July, 2025, a special
window was made available from 7^th July, 2025 to 6^th January, 2026 for re-lodgment of transfer requests
pertaining to physical shares, where transfer deeds had been lodged prior to 1^st April, 2019 and such
requests had been rejected, returned, or remained unprocessed due to deficiencies in documentation or
other procedural requirements.

Further, the facility has been extended vide SEBI Circular No. HO/38/13/11(2)2026-MIRSDPOD/I/3750/2026
dated 30^th January, 2026 whereby a special window has been made available from 5^th February, 2026 to 4^th
February, 2027 for the transfer and dematerialization of physical securities relating to transactions executed
prior to 1^st April 2019.

Members holding physical share certificates and intending to avail themselves of the aforesaid facility are
advised to contact the Company''s Registrar and Share Transfer Agent (R & T Agent) for details regarding
the prescribed procedure, documentation requirements, and timelines. Members are encouraged to submit
their requests well before the expiry of the applicable window to facilitate timely processing.

Members may also refer to the relevant SEBI circulars and the Company''s website for further details in this
regard.

• Generating awareness on the Dispute Resolution Mechanism:

Pursuant to SEBI Letter No. SEBI/HO/ OIAE/2023/03391 dated 27^th January 2023, the R & T Agent sent
communications to the members on 10^th February 2023, via both Email and SMS, in accordance with
SEBI''s directions regarding “Generating Awareness on Availability of Dispute Resolution Mechanism.

The said mechanism has also been made available on the Company''s website.

As per SEBI Circular No. SEBI/HO/OIAE/OIAE_IAD1/P/ CIR/2023/131 dated 31^st July 2023, a common
Online Dispute Resolution Portal (ODR Portal) has been established for investors to facilitate online
conciliation and arbitration of disputes related to securities. Investors can now opt for arbitration with
the Stock Exchanges, in case of any dispute against the Company or its R & T Agent regarding delays
or defaults in processing investor service requests.

This is in addition to the existing SCORES system, where investors initially lodge their complaints
or grievances against the Company. If an investor is not satisfied with the resolution provided by the
Company, R & T Agent, or SCORES, they may initiate the Online Dispute Resolution process through
the ODR Portal at https://smartodr.in/ login.

• KYC compliance:

Pursuant to SEBI Circular No. SEBI/HO/MIRSD/ MIRSD-PoD-1/P/CIR/2023/37 dated 16^th March 2023,
all listed companies are mandated to record the PAN, nomination, and KYC details of all members, as
well as the bank account details of the first holder.

We request you to submit the requisite Investor Service Request Form(s) along with the required
supporting documents at the earliest. The relevant formats for Nomination and Updation of KYC
details viz; Forms ISR -1, ISR-2, ISR-3, SH-13, SH-14 and SEBI circular are available on the R & T
Agent website https://www.satellitecorporate.com/Write%20up%20on%20KYC.pdf for KYC and on the
website of the Company at www.fundvisercapital.in.

33. SECRETARIAL STANDARDS

During the financial year under review the Company has complied with all applicable mandatory Secretarial
Standards issued by Institute of Company Secretaries of India, and approved by the Central Government
u/s 118(10) of the Companies Act, 2013.

34. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings
of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (LODR) Regulations, 2015 and in
accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of
Directors had approved the Policy on Vigil Mechanism / Whistle Blower and the same is available on the
Company''s website.

35. STATEMENT REGARDING DEVIATION OR VARIATION OF FUNDS

During the Financial Year under Report and till date, there is alteration or variation of utilization of funds
raised by way of issue of 19,85,000 Equity shares on Conversion of 19,85,000 Convertible Warrants out
of 64,85,000 convertible warrants. The Company has submitted the necessary declaration to BSE Ltd., as
required under SEBI LODR Regulations, 2015.

36. STATEMENT REGARDING INDEPENDENT DIRECTORS

The Board of Directors is of the opinion that the Independent Directors holds the highest standards of
integrity and possess necessary expertise and experience including proficiency in the field in which the
Company operates.

37. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 [IBC]

There is no application made by the Company under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) [IBC] nor there are any proceeding pending under IBC.

38. DETAILS OF VALUATION DONE BY THE COMPANY IN TERMS OF RULE 8(5)(xii) OF THE COMPANIES
(ACCOUNTS) RULES, 2014

This Clause is not applicable to the Company.

39. COMPLIANCE WITH THE PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961

The Board of Directors of the Company do hereby confirm and declare that the Company is in compliance
with the provisions of the Maternity Benefit Act, 1961.

40. OTHER DISCLOSURES

i) There is no change in the nature of business of the Company during Financial Year 2025-2026.

ii) The Managing Director and the Whole-Time Director(s) of the Company, as per the terms of appointment,
do not draw any commission or remuneration from Subsidiary Companies.

iii) The Company has not accepted any public deposits under chapter V of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014 during Financial Year 2025-2026.

iv) The securities of the Company were not suspended from trading during the year under review on
account of corporate actions or otherwise.

v) There was no revision to the financial statements and Directors'' Report of the Company during the year
under review.

vi) Details as prescribed under Section 134 of the Act and rules made thereunder, applicable to the
Company, have been specifically given in this Report, wherever applicable.

41. ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation of the continued support from the
Company''s Shareholders, Bankers, valued Customers and Clients.

The Directors are also thankful to the officials of the Government of India, State Governments, Local
Authorities for their continued help and timely assistance extended to the Company.

By Order of the Board of Directors
For Fundviser Capital (India) Limited

Place: - Mumbai Prem Krishan Jain

Date: - 11^th August, 2026 Chairman & Managing Director

[DIN: 09304822]

The Board of Directors have pleasure in presenting before you the 40^th Annual Report and Audited Financial

Statements for the Financial Year (FY) ended as on 31^st March, 2025.

1. SIGNIFICANT CHANGES DURING THE FINANCIAL YEAR (FY) UNDER REPORT

(i) Issue of further Shares and Convertible Warrants on Preferential Basis and subsequent conversion

of Warrants: -

a) During the FY 2023-2024 the Company had Issued 8,75,000 Equity Shares and 13,50,000 Convertible
Warrants of '' 10/- each for Cash at a Premium of '' 48.25 per Share/Warrant total amounting to
'' 7,86,37,500/- on Preferential Basis. Out of that, the Company had allotted 7,75,000 Equity Shares
and 13,50,000 Convertible Warrants before 31^st March, 2024 and the remaining 1,00,000 Equity Shares
were allotted during the Financial Year 2024-2025 on 2^nd April, 2024.

b) The Company has completed the procedure for Listing of 8,75,000 Equity Shares and its Trading
Approval on BSE Ltd., Accordingly the Listed Share Capital of the Company pursuant to the said
Allotment was increased to '' 4,56,50,000/-.

c) On the request of Warrant holders, the Board of Directors of the Company in its meeting held on 4^th
October, 2024 had allotted 5,87,500 Equity Shares of '' 10/- each on conversion of 5,87,500 Convertible
Warrants. Accordingly, the Company had completed the procedure for Listing of 5,87,500 Equity Shares
and its Trading Approval on BSE Ltd. Accordingly the Listed Share Capital of the Company after the
said Allotment was increased to '' 5,15,25,000/-.

Thus, as on 31^st March, 2025 remaining 7,62,500 Convertible Warrants were outstanding.

(ii) Investment in Subsidiaries: -

a) On recommendation of Audit Committee, the Board of Directors in its meeting held on 15^th May, 2024
had decided to Invest in the Equity Shares of Starlight Box Theatres Private Limited (''Starlight'').
Accordingly, pursuant to the allotment of Equity Shares by Starlight to the Company, Starlight became
the 51.61% Subsidiary of the Company on 23^rd May, 2024.

b) On recommendation of Audit Committee, the Board of Directors in its meeting held on 21^st October, 2024
had decided to Invest in the Equity Shares of Dars Transtrade Private Limited (''DARS''). Accordingly,
pursuant to the said Investment, DARS became the 51.12% Subsidiary of the Company on 23^rd October,
2024.

c) On recommendation of Audit Committee, the Board of Directors in its meeting had decided to invest
in New India RE & Infra LLP and accordingly, the Company became a Partner with 64% of Capital
Contribution in the said LLP w.e.f. 11^th November, 2024.

(iii) Changes in Composition of Board of Directors and KMP: -

Appointments:

a) Mr. Vinodkumar Kamtaprasad Singh [DIN - 02895025] was appointed as an Additional Director of the
Company in the Non-Executive Independent category w.e.f. 23^rd April, 2024. He has an experience
of 25 plus years in the field of Economics and Management. He has the required integrity, expertise,
experience and proficiency for appointment as a Non-Executive Independent Director of the Company.

b) Mr. Suresh Kumar Jain [DIN: 05103064] was appointed as an Additional Director of the Company in
the Non-Executive Independent category w.e.f. 12^th August, 2024. He is an ex-Banker. He worked

with Banks for over 36 years and was the General Manager of Bank of India. He was selected by
Government of India as Executive Director of Union Bank of India and retired in May 2014. He was also
appointed as an Independent Director of Fino Payments Bank Limited in the Year 2019 and worked as
Part-time Chairman of the Bank. He has the required integrity, expertise, experience and proficiency
for appointment as a Non-Executive Independent Director of the Company.

Cessation:

Mr. Bhupinder Singh Bedi [DIN: 05324285], Non-Executive, Independent Director of the Company has
resigned as Independent Director of the Company w.e.f. 23^rd April, 2024 due to his other commitments
and personal reasons.

The Board expresses its appreciation and gratitude for the timely advice rendered by him during his
tenure as the Director of the Company.

Change in Designation:

In the Annual General Meeting held on 20^th September, 2024, following changes were approved by the
Shareholders of the Company: -

a) Regularization of Mr. Prem Krishan Jain as Director, who was appointed as an Additional Director
of the Company by the Board of Directors w.e.f. 25^th October, 2023.

b) Regularization of Mrs. Kriti Jain as Non-Executive Director, who was appointed as an Additional
Director of the Company by the Board of Directors w.e.f. 25^th October, 2023.

c) Regularization of Mr. Triloki Nath Bansal as Director and his appointment as Independent Director
of the Company, who was appointed as an Additional Director of the Company by the Board of
Directors w.e.f. 11^th January, 2024.

d) Regularization of Mr. Vinodkumar Kamtaprasad Singh as Director and his appointment as
Independent Director of the Company, who was appointed as an Additional Director of the
Company by the Board of Directors w.e.f. 23^rd April, 2024.

e) Regularization of Mr. Suresh Kumar Jain as Director and his appointment as Independent Director
of the Company, who was appointed as an Additional Director of the Company by the Board of
Directors w.e.f. 12^th August, 2024.

Re-appointment of Director liable to retire by rotation:

In terms of Section 152 of the Companies Act, 2013, Mr. Prem Krishan Jain, Chairman & Managing
Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers
himself for re-appointment.

He being more than 70 years old, pursuant to the provisions of Section 152 & 196 of the Companies
Act, 2013 necessary Special Resolution for his reappointment is recommended for the approval of the
shareholders of the Company in the ensuing Annual General Meeting.

Changes in Key Managerial Personnel (KMP):

CS Dipen Shah (Membership No.: A43449) resigned as the Company Secretary and Compliance
Office of the Company w.e.f. 28^th February, 2025.

CS Raujesh Khandelwal (Membership No.: A49419) was appointed as the Company Secretary and
Compliance Office of the Company w.e.f. 24^th April, 2025.

2. FINANCIAL RESULTS

(i) The Standalone Financial Results for the Financial Year ended on 31^st March, 2025 are briefly given
below:-

('' in Hundreds)

(ii) The Consolidated Financial Results for the Financial Year ended on 31^st March, 2025 are briefly
given below:

('' in Hundreds)

(iii) Consolidated Financial Statement

The consolidated financial statements of the Company and its subsidiaries for FY 2024-25 are prepared
in compliance with the applicable provisions of the Companies Act, 2013 (“the Act”) and as stipulated
under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“the Listing Regulations”) as well as in accordance with the Indian Accounting Standards notified under
the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements
together with the Independent Auditor''s Report there on form part of this Annual Report.

3. COMPANY''S AFFAIRS, PERFORMANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT
Financial and Present Performance

During the Financial Year under review the Revenue from Operations of the Company was '' 1,94,118
Hundreds as against of '' 96,520 Hundreds of the previous year. The other income of the Company was
'' 22,591 Hundreds as against '' 850 Hundreds of the previous year. The Company has earned a Profit of
'' 43,080 Hundreds as against the Profit of '' 44,337 Hundreds of the previous year.

Management Discussion and Analysis

(a) Industry Structure, Developments, Opportunities and Outlook

The Company has deployed its funds in investment in securities and for investment in Subsidiaries.
The Company proposes to invest further funds in securities and in its subsidiaries With the optimum
return on the investments, the Company would be able to perform better in the years to come.

(b) Internal Control Systems and its Adequacy

The Company has adequate Internal Control Systems to ensure operational efficiency, accuracy and
promptness in financial reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. An Internal Auditor has been
appointed for this purpose.

The Audit Committee of the Board reviews the Internal Audit Reports and the adequacy and effectiveness
of internal controls periodically.

(c) Risks and concerns

The Company has formulated various policies and procedures to face the risks and challenges
affecting the Business of the Company. The Company has a Risk Management Policy in place and is
being reviewed regularly. Various risks such as financial risk arising out of the operations, increased
competition in the sectors/areas of the Company, business conditions in the markets and other risks
have been identified and taken into account while formulating policies.

The Directors get themselves trained and educated on various risks factors. Periodic reviews are also
being taken to improve the same.

(d) Material developments in Human Resources / Industrial Relations front, including number of
people employed

The main business of the Company is investment in securities and Subsidiaries/Other Companies. The
Human Resources requirement of the Company is very less.

The number of employees of the Company as on 31^st March, 2025 is 6 (Six).

(e) Key financial ratios

Details of significant changes, in Key Financial Ratios, along with detailed explanation thereof has
been given in Note No. 36 under the head ''Financial Ratio'' of the Financial Statements for FY 2024¬
2025.

(f) Change in Nature of Business

The Company did not undergo any basic change in the nature of its business during the year under
review.

4. CAUTIONARY STATEMENT

Statements in this report, particularly those which relate to Management Discussion and Analysis, describing,
if any, 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.

5. TRANSFER TO RESERVES

Your Company has not proposed to transfer any amount to the General Reserve.

6. DIVIDEND

With a view to augment long term reserves and to plough back the earnings in the Company itself, your
Directors do not recommend any Dividend on the Shares of the Company.

7. PUBLIC DEPOSITS

During the Financial Year 2024-2025, your Company had not accepted any Deposit within the meaning
of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of
Deposits) Rules, 2014.

The Central Government Ministry of Corporate Affairs vide notification dated 22^nd January, 2019 read with
further notification dated 30^th April, 2019 required the Companies to file return of Deposits or Particulars of
Transactions not considered as Deposit. The Company has complied with the said notification.

8. LISTING AGREEMENT & FEES

The annual listing fees for the Financial Year 2024-2025 as well as for the Financial Year 2025-2026 have
been paid to BSE Limited, where your Company''s Shares are listed.

9. HOLDING COMPANIES, SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES

As of the close of the Financial Year 2024-2025, the Company has invested in 51.12% of the Equity Share
Capital of Starlight Box Theatres Private Limited and in 51.61% of the Equity Share Capital of DARS
Transtrade Private Limited [Formerly known as V3 Constructions Private Limited]. Accordingly, both the
aforesaid Companies have become the subsidiaries of the Company. Further, the Company has invested
in the Capital of New India RE and Infra LLP and has become a Partner with 64% of Capital Contribution of
the said LLP

Consolidated Financial Statements of the Company are inclusive of the results of all the subsidiaries.
Further, a statement containing the particulars for each of the subsidiaries is also enclosed. Copies of
annual accounts and related information of all the subsidiaries can be sought by any member of the
Company by making a written request to the Company at the Registered Office. Above information is
available for inspection at the Registered Office & on website of the Company. A statement containing the
salient features of the financial statement of the subsidiaries in the prescribed format is presented in a
separate section forming part of the financial statement. The Policy for determining ''Material'' subsidiaries
has been displayed on the Company''s website at www.fundvisercapital.in

10. ANNUAL RETURN

Pursuant to provisions of Section 134 read with Section 92 of the Companies Act, 2013, as amended; copies
of Annual Returns filed with the MCA are available at the website of the Company viz. www.fundvisercapital.
in and the Annual Return for the Financial Year 2024-2025 is available on the website of the Company and
the same will be uploaded on MCA after the conclusion of AGM.

11. NUMBER OF MEETINGS OF THE BOARD, COMMITTEE AND GENERAL MEETINGS

During the Financial Year 2024-2025, Ten (10) Board Meetings, One (1) General Meeting, Seven (7)
Audit Committee Meetings, Three (3) Nomination and Remuneration Committee Meetings and Two (2)
Stakeholder Relationship Committee Meetings and One (1) Independent Directors Meeting were convened
and held.

The intervening gap between the Meetings was within the period prescribed under the Companies Act,
2013 and the Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

The dates of Board Meetings held during the Financial Year were 2^nd April, 2024; 23^rd April, 2024, 15^th May,
2024, 28^th May, 2024, 12^th August, 2024, 4^th October, 2024, 21^st October, 2024, 13^th November, 2024, 13^th
February, 2025 and 5^th March, 2025,

In addition to that separate meeting of Independent Directors was held on 5^th March, 2025.

Details of Attendance of each Director at the Board Meeting, the Last AGM and other Indian Companies
Directorships and Committee Memberships held by them and number of Shares held by the Directors as on
31^st March, 2025 are as follows:-

[NED= Non-Executive Director, ED= Executive Director P = Promoter Director, I= Independent Director]

Note:- In addition to the above, the Independent Directors of the Company have attended the separate
meeting of the Independent Directors held on 5^th March, 2025.

(*) The details of Committees are disclosed for Audit and Stakeholders Relationship Committees of Public
Limited Companies including Listed and Unlisted Companies.

The details of Appointment and Cessation of Directors is already discussed in Point No. 1(iii) above.

Audit Committee:

Pursuant to the changes in management of the Company, the Audit Committee was reconstituted and as on
31^st March, 2025 Mr. Triloki Nath Bansal, Mr. Prem Krishan Jain, Vinod Kumar Singh and Suresh Kumar Jain
were the members of the Committee. Mr. Triloki Nath Bansal, Chartered Accountant is the Chairman of the
Audit Committee.

Audit Committee held total Seven (7) Meetings during the Financial Year under review on 2^nd April, 2024, 15^th
May, 2024, 28^th May, 2024, 12^th August, 2024, 21^st October, 2024, 13^th November, 2024 and 13^th February,
2025.

The details of Audit Committee Meetings attended by the Directors are as follows:

Nomination and Remuneration Committee:

Pursuant to the changes in management of the Company, the Nomination and Remuneration Committee
(NRC) was reconstituted and as on 31^st March, 2025 Mr. Triloki Nath Bansal, Mr. Vinod Kumar Singh, Mr.
Suresh Kumar Jain and Mrs. Kriti Jain were the members of the Committee. Mr. Triloki Nath Bansal, Chartered
Accountant is the Chairman of the NRC.

NRC held total 3 (Three) Meetings during the Financial Year under review on 15^th April, 2024, 12^th August,
2024 and 5^th March, 2025.

The details of NRC Meetings attended by the Directors are as follows: -

Stakeholders Relationship Committee:

Pursuant to the changes in management of the Company, the Stakeholders Relationship Committee (SRC)
was reconstituted and as on 31^st March, 2025, Mr. Triloki Nath Bansal, Mr. Vinod Kumar Singh, Mr. Suresh
Kumar Jain and Mr. Prem Krishan Jain were the members of the Committee. Mr. Triloki Nath Bansal is the
Chairman of the SRC.

SRC held total 2 (Two) Meetings during the Financial Year under review on 20^th May, 2024 and 3^rd June,
2024.

Mr. Triloki Nath Bansal, Mr. Vinod Kumar Singh and Mr. Prem Krishan Jain attended 2 (Two) SRC Meetings.
During the tenure after the appointment of Mr. Suresh Kumar Jain as Director, no SRC meeting was
convened & held.

The details of SRC Meetings attended by the Directors are as follows: -

12. DIRECTORS'' RESPONSIBILITY STATEMENT

Directors'' Responsibility Statement prepared pursuant to the provisions of Section 134(5) of the Companies
Act, 2013 is furnished below as required under Section 134(3) (c).

Directors state that:-

a) In the preparation of the Annual Accounts for the Financial Year ended 31^st March, 2025 the applicable
Accounting Standards read with requirements set out under Schedule III to the Act have been followed
and there are no material departures from the same.

b) Accounting Policies as mentioned in Part-B to the Financial Statements have been selected and applied
consistently. Further 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 31^st March, 2025 and of the Profit
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 Companies Act, 2013 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) Proper internal financial controls were in place and that the financial controls were adequate and were
operating effectively; and

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

13. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given Declarations under Section 149 (7) of the Companies Act, 2013 that
they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. AUDITORS AND AUDITORS'' REPORT

a) Statutory Auditor

M/s. JMT & Associates, Chartered Accountants having FRN: 104167W and Peer Review No. 012502
were appointed as the Company''s Statutory Auditor and their term of appointment is valid till the
conclusion of Annual General Meeting to be held in the year 2026.

The Auditors Report to the Shareholders for the financial year under review does not contain any
qualification.

No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013
requiring disclosure in Board''s Report.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 your Company has appointed
Ghatpande & Ghatpande Associates, Practising Company Secretaries having Firm Registration No.
P2019MH0772200 and Peer Review No.: 4537/2023 to conduct the Secretarial Audit of your Company
for the FY 2024-2025. The Secretarial Audit Report is annexed herewith as Annexure - I.

c) Internal Auditor

M/s G R A N D M A R K & Associates, Chartered Accountants, was appointed as an Internal Auditor of
the Company as per the provisions of Section 138 of the Companies Act, 2013 for the Financial Year
2024-2025.

They have conducted Internal Audits periodically and submitted their reports to the Audit Committee.
The said Reports have been reviewed by the Statutory Auditors and the Audit Committee.

d) Cost Auditor

For the Financial Year under Report the appointment of Cost Auditor and obtaining their Report was not
applicable to the Company.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

During the Financial Year 2024-2025, Company has not provided any Loans or Guarantees under Section
186 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014.

The Details of Investments made as on 31^st March, 2025 are as follows:

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Pursuant to the provisions of Companies Act, 2013, the contracts or arrangements entered into by the
Company with related parties referred to in Section 188(1) have been done at Arm Length Basis and are in
ordinary Course of Business. Hence the disclosure related to Related Parties are mentioned in Form AOC-2
which is annexed hereto as Annexure II to this Report.

17. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND
THE DATE OF REPORT

The material changes and commitments between the date of the Balance Sheet and the Date of Report are
as under: -

(i) During the FY 2025-2026 the 3 (Three) Warrant holders holding 7,62,500 Convertible Warrants
exercised their option to convert the said 7,62,500 Convertible Warrants into Equity Shares. Accordingly,
the Board of Directors in its meeting held on 24^th April, 2025 allotted 7,62,500 Equity Shares of '' 10/-
each on conversion of the said Warrants. The Company had completed the procedure for Listing of
7,62,500 Equity Shares and its Trading Approval on BSE Ltd. Accordingly the Listed Share Capital of
the Company after the said Allotment was increased to '' 5,91,50,000/-.

(ii) Mrs. Kriti Jain was appointed as the Whole Time Director of the Company designated as ''Executive
Director'' w.e.f. 24^th April, 2025. The shareholders of the Company in their Extra Ordinary General
Meeting held on 15^th July, 2025 had approved the same. Pursuant to the said appointment, Mrs. Kriti
Jain ceased to be the member of NRC and accordingly, the said committee was reconstituted.

(iii) CS Raujesh Khandelwal was appointed as the Company Secretary and Compliance Officer of the
Company w.e.f. 24^th April, 2025.

(iv) The Board of Directors in its meeting held on 16^th June, 2025 based on the recommendation of Audit
Committee and subject to the approval of shareholders, had passed a Resolution for increasing the
Authorized Share Capital of the Company from the existing Authorised Capital of '' 10,00,00,000/-
(Rupees Ten Crores Only) to '' 12,50,00,000/- (Rupees Twelve Crore Fifty Lakh only). The shareholders
of the Company in their Extra Ordinary General Meeting held on 15^th July, 2025 had approved the
same.

(v) The Board of Directors in its meeting held on 16^th June, 2025 based on the recommendation of Audit
Committee and subject to the approval of shareholders, had passed a Resolution for issue and allotment
of 64,85,000 Convertible Warrants of '' 10/- each at a Premium of '' 106/- per Warrant i.e. for the Issue
Price of '' 116/- per Warrant to Promoter/ Promoter Group and Strategic Investors (Non-Promoters) on
a Preferential Basis. The shareholders of the Company in their Extra Ordinary General Meeting held
on 15^th July, 2025 had approved the same.

(vi) The designation of Mr. Prem Krishan Jain, the Promoter Director was changed from Whole Time Director
to Managing Director of the Company w.e.f. 16^th June, 2025. The shareholders of the Company in their
Extra Ordinary General Meeting held on 15^th July, 2025 had approved the same. The shareholders of
the Company in their Extra Ordinary General Meeting held on 15^th July, 2025 had approved the same.

(vii) The Company had made an application to BSE for its ''In Principle Approval'' in connection with Issue of
64,85,000 Convertible Warrants. The same is pending for the approval of BSE as of date.

(viii) BSE vide its approval Letter No. LIST/COMP/AJ/285/2025-26 dated 10^th July, 2025 approved the
reclassification of Mrs. Namrata Kapil Jain, Ms. Prachi Dhannalal Jain and Sureshchand Chhotelal
Jain (HUF), the earlier Promoters from whom the present Promoters had acquired the shares, from
Promoter/Promoter Group Category to Public Category.

Other than the aforementioned, 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 the report.

18. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the
going concern status of your Company and its operations in future.

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

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 is as follows:

A] Conservation of Energy and Technology Absorption

As the Company is not engaged in any Manufacturing activity, the disclosure relating to conservation
of energy and technology absorption is not applicable.

B] Foreign Exchange Earnings and Outgo

During the Financial Year under Report, there are no foreign exchange earnings and outgo.

20. NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of Nomination and Remuneration Committee framed the policy for
selection and appointment of Directors, KMP''s and senior Management personnel and their remuneration.
The same has been uploaded on the website of the Company. The link for accessing the same is http://
www.fundvisercapital.in.

21. STATEMENT REGARDING COMPLIANCE WITH THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT, 2013

During the Financial Year under Report the Company has in place Anti-sexual Harassment Policy and
also complied with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and constituted an ''Internal Complaints Committee'' to ensure protection against
sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual
harassment at all the administrative units and offices. During the Financial Year under Report, there was no
instance of Sexual Harassment of Women at Workplace. The same is detailed in the table below:

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social
Responsibility Policy) Rules, 2014 in respect of CSR activities are not applicable to the Company. The
Company voluntarily also has not undertaken any CSR activity.

23. BOARD EVALUATION

Pursuant to the provisions of the Section 134 (3) (p) of the Companies Act, 2013, Rules made there under and
Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 and Remuneration and other statutory
committees. Performance evaluation has been carried out as per the Nomination and Remuneration Policy.

24. COMPOSITION OF COMMITTEE

Consequent upon the change in the Directors of the Company, the composition of the Audit Committee,
Nomination and Remuneration Committee and Stakeholders Relationship Committee formed under
Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 was also changed and as on 31^st March, 2025 the compositions of the
Committees is as under: -

Audit Committee:

1) Mr. Triloki Nath Bansal- Chairman (Independent Director)

2) Mr. Vinodkumar Singh - Member (Independent Director)

3) Mr. Suresh Kumar Jain- Member (Independent Director)

4) Mr. Prem Krishan Jain- Member (Executive Director)

Nomination and Remuneration Committee:

1) Mr. Triloki Nath Bansal- Chairman (Independent Director)

2) Mr. Vinodkumar Singh - Member (Independent Director)

3) Mr. Suresh Kumar Jain- Member (Independent Director)

4) Mrs. Kriti Jain- Member (Non-Executive Director)(*)

(*)Ceased as NRC member after her appointment as WTD

Stakeholders Relationship Committee:

1) Mr. Triloki Nath Bansal- Chairman (Independent Director)

2) Mr. Vinodkumar Singh - Member (Independent Director)

3) Mr. Suresh Kumar Jain- Member (Independent Director)

4) Mr. Prem Krishan Jain- Member (Executive Director)

The Company Secretary and Compliance Officer of the Company acts as a Secretary to all the Committees.

25. PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of remuneration aggregating to '' 102/- Lakh or more per year
or '' 8.50 Lakh or more per month when employed for a part of the year and the particulars as required
under Section 197 (12) read with the Rule 5(2) and 5 (3) of Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014.

26. CASH FLOW

A Cash Flow Statement for the financial year ended 31^st March 2025 is attached to the Financial Statement.

27. CORPORATE GOVERNANCE

Pursuant to Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 the Corporate Governance provisions are applicable to the Listed Entities having paid up Equity Share
Capital of more than '' 10/- Crores or Net Worth exceeding '' 25/- Crores as on the last day of the previous
Financial Year.

The Net Worth of the Company as on 31^st March, 2024 was '' 10,85,55,000/- i.e. less than '' 25/- Crore and
the Equity Share Capital of the Company was '' 4,46,50,000/- i.e. less than '' 10/- Crore.

As such the Company is not fulfilling both the criteria of Equity Share Capital and Net Worth as stipulated
under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and hence the Compliance with Corporate Governance provisions as stipulated under SEBI (LODR)
Regulations, 2015 are not applicable to the Company. Hence, the Corporate Governance Report is not
attached to this Report.

28. ENVIRONMENTAL, SOCIAL AND GOVERNANCE [ESG]

The Company at present is engaged in the Business of Investment in Securities and Properties.

The Company is committed to doing business in a responsible and sustainable manner with the highest
standards of integrity. The Company is focused on achieving the ESG causes with initiatives like responsible
usage of energy & water, effective plastic and paper waste management, protection of human rights and
employee''s rights, engagement with the stakeholders, and social welfare.

Even though the Corporate Governance provisions are not applicable, the Company in its course of
Business undertakes the best Corporate practices and strongly believes in complete transparency to its
stakeholders.

29. DEMATERIALISATION OF EQUITY SHARES

The Company has obtained ISIN from both NSDL and CDSL Depositories and the same is INE365H01014.
As on 31^st March, 2025 the shareholders holding 43,33,100 Equity Shares i.e. 84.10% of the Capital have
already Dematerialized their shareholding. The shareholders who still hold shares in physical form are once
again requested to get their shares dematerialized. Meanwhile, as per SEBI Circular No. SEBI/HO/MIRSD/
DOP1/CIR/P/2018/73 dated 20^th April, 2018 the Shareholders holding Shares in Physical Form are required
to submit their copies of PAN Card and Bank Account details to the Registrar & Share Transfer Agents -
Satellite Corporate Services Private Limited at the earliest. Please note that no transfer of Shares is allowed
in Physical Form.

30. SECRETARIAL STANDARDS

During the financial year under review the Company has complied with all applicable mandatory Secretarial
Standards issued by Institute of Company Secretaries of India, and approved by the Central Government
u/s 118(10) of the Companies Act, 2013.

31. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of

Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations and in accordance
with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors
had approved the Policy on Vigil Mechanism / Whistle Blower and the same is available on the Company''s
website.

32. STATEMENT REGARDING DEVIATION OR VARIATION OF FUNDS

During the Financial Year under Report and till date, there was no deviation or variation of utilization of funds
raised by way of issue of 8,75,000 Equity Shares and 13,50,000 Convertible Warrants. The Company has
submitted the necessary Declaration to BSE Ltd., as required under SEBI LODR Regulations, 2015.

33. STATEMENT REGARDING INDEPENDENT DIRECTORS

The Board of Directors is of the opinion that the Independent Directors including the Independent Directors
appointed during the financial year holds the highest standards of integrity and possess necessary expertise
and experience including proficiency in the field in which the Company operates.

34. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 [IBC]

There is no application made by the Company under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) [IBC] nor there are any proceeding pending under IBC.

35. DETAILS OF VALUATION DONE BY THE COMPANY IN TERMS OF RULE 8(5)(xii) OF THE COMPANIES
(ACCOUNTS) RULES, 2014

This Clause is Not Applicable to the Company.

36. COMPLIANCE WITH THE PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961

The Board of Directors of the Company do hereby confirm and declare that the Company is in compliance
with the provisions of the Maternity Benefit Act, 1961.

37. ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation of the continued support from the
Company''s Shareholders, Bankers, valued Customers and Clients.

The Directors are also thankful to the officials of the Government of India, State Governments, Local
Authorities for their continued help and timely assistance extended to the Company.

By Order of the Board of Directors
For Fundviser Capital (India) Limited

Place: - Mumbai Prem Krishan Jain

Date: - 11^th August, 2025 Chairman & Managing Director

[DIN: 09304822]

The Board of Directors have pleasure in presenting before you the 39^th Annual Report and Audited Statements of Accounts for the Financial Year (FY) ended as on 31^st March, 2024.

1. SIGNIFICANT CHANGES DURING THE FINANCIAL YEAR (FY) UNDER REPORT

(i) Withdrawal of Investment from Landcare Associates LLP: -

During the FY under Report, the Company had withdrawn its Partnership from Landcare Associates LLP in which the Company had invested '' 1,94,99,000/-. On withdrawal the amount invested has been received back.

(ii) Sale of Shares by the Promoters & Changes in Promoters of the Company: -

During the FY under Report, the erstwhile Promoters of the Company viz., Mrs. Namrata Kapil Jain, Ms. Prachi Dhannalal Jain and Sureshchand Chhotelal Jain (HUF) (''The Sellers'') sold their entire Shares to Mr. Sohan Lal Garg and Mrs. Kriti Jain (''The Acquirers''). The Acquirers had executed a Share Purchase Agreement with Sellers on 25^th August, 2023 for acquisition of 19,60,154 Equity Shares of '' 10/- each, representing 53.12% of the Voting Share Capital of the Company at a price of '' 18.00/- (Rupees Eighteen Only) per Equity Share of '' 10/- each for a total consideration of '' 3,52,82,772/- (Rupees Three Crore Fifty Two Lakhs Eighty Two Thousand Seven Hundred and Seventy Two Only).

Pursuant to Clause No. 3.3.5 of the Open Offer, the Acquirers became the Promoters of the Company and the Sellers ceased to be the Promoters of the Company in accordance with the provisions of Regulation 31A of the SEBI (LODR) Regulations.

Accordingly, Mrs. Namrata Kapil Jain, Ms. Prachi Dhannalal Jain and Sureshchand Chhotelal Jain (HUF) ceased to be the Promoters of the Company and Mr. Sohan Lal Garg and Mrs. Kriti Jain became the Promoters of the Company.

Pursuant to the aforesaid acquisition of Shares, the Open Offer provisions were triggered and accordingly, the Acquirers had given an Open Offer for acquisition of upto 9,59,400 (Nine Lakhs Fifty Nine Thousand and Four Hundred) fully paid-up Equity Shares of Face Value '' 10/- each at an Offer Price of '' 18.00/- (Rupees Eighteen Only) (price determined in terms of Regulation 8(2)) per Equity Share of ''10/- each, payable in cash, representing 26.00% of the Voting Share Capital.

The Offer was open for 24^th November, 2023 and the said Offer was closed on 8^th December, 2023. The Shareholders of the Company holding 15 Equity Shares at an Offer Price of '' 18/- per share amounting to '' 270/- had tendered their Shares under the said Open Offer and the consideration was paid to the them on 18^th December, 2023.

The Open Offer was completed on 21^st December, 2023.

(iii) Changes in Directors and Key Managerial Personnel: -

Pursuant to the Change in Promoters of the Company, there were changes in the Directors and Key Managerial Personnel of the Company during the Financial Year under Report as detailed herein below: -

a) Mr. Prem Krishan Jain and Mrs. Kriti Jain were appointed as the Additional Directors of the Company w.e.f. 25^th October, 2023 who represent the new Promoters.

b) Mrs. Namrata Kapil Jain, Ms. Nikita Dhannalal Jain resigned as the Directors of the Company w.e.f. 25^th October, 2023.

c) Ms. Prachi Dhannalal Jain resigned as the Chief Executive Officer of the Company w.e.f. 25^th October, 2023.

d) Mr. Satishkumar Shantilal Mehta resigned as an Independent Director of the Company w.e.f. 4^th January, 2024

e) Mr. Trilokinath Bansal was appointed as an Additional Director of the Company in the Independent Category w.e.f. 11^th January, 2024.

f) Mr. Bhupinder Singh Bedi was appointed as an Additional Director of the Company in the Independent Category w.e.f. 11^th January, 2024 who subsequently resigned on 23^rd April, 2024.

g) Mr. Rajendrakumar Ghevarchand Daga resigned as the Independent Director of the Company and ceased to be the Chairman of the Company as well as Committees w.e.f. 11^th January, 2024.

h) Mr. Pushpendra Raikwar resigned as the Company Secretary and Compliance Officer of the Company w.e.f. 4^th January, 2024.

i) Mr. Suresh Adav resigned as the Chief Financial Officer of the Company w.e.f. 4^th January, 2024

j) Mr. Mohit Jain was appointed as the Chief Financial Officer of the Company w.e.f. 11^th January, 2024.

k) Mr. Dipen Vijaykumar Shah was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 11^th January, 2024.

l) Mr. Prem Krishan Jain was appointed as the Chairman & Whole Time Director of the Company w.e.f. 11^th January, 2024.

m) All the Committees of the Board of Directors were reconstituted pursuant to the changes in the Directors and KMP of the Company.

(iv) Issue of further Shares and Convertible Warrants on Preferential Basis: -

a) The Board of Directors of the Company in its meeting held on 14^th February, 2024 and the shareholders in their Extra Ordinary General Meeting held on 12^th March, 2024 increased the Authorized Share Capital of the Company from '' 3,75,00,000/- to '' 10,00,00,000/-.

b) The Board of Directors of the Company in its meeting held on 14^th February, 2024 and the shareholders in their Extra Ordinary General Meeting held on 12^th March, 2024 had also decided to Issue 8,75,000 Equity Shares and 13,50,000 Convertible Warrants of '' 10/- each for Cash at a Premium of '' 48.25 per Share/Warrant total amounting to '' 7,86,37,500/- on Preferential Basis. Out of that, the Company had allotted 7,75,000 Equity Shares and 13,50,000 Convertible Warrants before 31^st March, 2024 and the remaining 1,00,000 Equity Shares were allotted during the current Financial year on 2^nd April, 2024.

c) The Company has completed the procedure for Listing of 8,75,000 Equity Shares and its Trading Approval on BSE Ltd., Accordingly at present the Listed Share Capital of the Company is '' 4,56,50,000/-

(v) During the FY under Report the Company has shifted its Registered office from Prabhadevi, Mumbai to

22, 7^th Floor, Manek Mahal,Next to Ambassadar Hotel, 90 Veer Nariman Road Mumbai - 400020

The Shareholders of the Company are requested to take note of the same.

2. FINANCIAL RESULTS

The Financial Results for the Financial Year ended on 31^st March, 2024 are briefly given below:-

('' in Hundreds)

3. COMPANY''S AFFAIRS, PERFORMANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT Review of Operations:

All figures are in '' Hundreds

The Company has deployed its funds in Investment in Securities and for purchase of property

During the Financial Year under review the Revenue from Operations of the Company was '' 96,520/- as against of '' 21,141/- of the previous year. The other income of the Company was '' 850/- as against '' 1,055/- of the previous year. The Company has earned a Profit of '' 44,337/- as against the Loss of '' 1,009/-of the previous year.

4. KEY FINANCIAL RATIOS

Details of significant changes in Key Financial Ratio, along with detailed explanation thereof has been given in Note No. 36 under the head ''Statement of Ratio Analysis'' of the Financial Statements for FY 2023-2024.

5. CAUTIONARY STATEMENT

Statements in this report, particularly those which relate to Management Discussion and Analysis, describing, if any, 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.

6. TRANSFER TO RESERVES

Your Company has not proposed to transfer any amount to the General Reserve.

7. DIVIDEND

With a view to augment long term reserves and to plough back the earnings in the Company itself, your Directors do not recommend any Dividend on the Shares of the Company.

8. PUBLIC DEPOSITS

During the Financial Year 2023-2024, your Company had not accepted any Deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

9. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

The Company has adequate internal control systems to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. An Internal Auditor has been appointed for this purpose.

The Audit Committee of the Board reviews the Internal Audit Reports and the adequacy and effectiveness of internal controls periodically.

10. LISTING AGREEMENT & FEES

The annual listing fees for the Financial Year 2023-2024 as well as for the Financial Year 2024-2025 have been paid to BSE Limited, where your Company''s Shares are listed.

11. HOLDING COMPANIES, SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES

As of the close of the Financial Year 2023-2024, the Company did not have any Holding Company, Subsidiary Company and Associate Company.

12. ANNUAL RETURN

Pursuant to provisions of Section 134 read with Section 92 of the Companies Act, 2013, as amended; copies of Annual Returns filed with the MCA are available at the website of the Company viz., www. fundvisercapital.in and the Annual Return for the Financial Year 2023-2024 will be uploaded on the website of the Company after filing of the same with MCA.

13. NUMBER OF MEETINGS OF THE BOARD, COMMITTEE AND GENERAL MEETINGS

During the Financial Year 2023-2024, Sixteen (16) Board Meetings, Two (2) General Meetings, Six (6) Audit Committee Meetings, Three (3) Nomination and Remuneration Committee Meetings and Two (2) Stakeholder Relationship Committee Meetings and One (1) Independent Directors Meeting were convened and held.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The dates of Board Meetings held during the Financial Year were 10^th April, 2023; 23^rd May, 2023, 17^th June, 2023, 30^th June, 2023, 11^th August, 2023, 25^th October, 2023, 3^rd November, 2023, 17^th November, 2023, 21^st November, 2023, 18^th December, 2023, 20^th December, 2023, 11^th January, 2024, 18^th January, 2024, 14^th February, 2024,12^th March 2024 and 31^th March, 2024.

In addition to that separate meeting of Independent Directors was also held on 3^rd November, 2023.

Details of Attendance of each Director at the Board Meeting, the Last AGM and other Indian Companies Directorships and Committee Memberships held by them and number of Shares held by the Non-Executive Directors as on 31^st March, 2024 are as follows:-

[NED= Non-Executive Director, ED= Executive Director P = Promoter Director, I= Independent Director]

Note :- (*) Includes One Separate Meeting of the Independent Director.

The details of Appointment and Cessation of Directors is already discussed in Point No. 1(iii) above.

Audit Committee:

The Audit Committee during the Financial Year under Report consisted of Mr. Rajendrakumar Daga, Mr. Satishkumar Mehta and Ms. Nikita Jain as the members of the Committee. Mr. Satishkumar Mehta was the Chairman of Audit Committee.

Pursuant to the changes in management of the Company, the Audit Committee was reconstituted and as on 31^st March, 2024, Mr. Triloki Nath Bansal, Mr. Bhupinder Singh Bedi and Mr. Prem Krishan Jain were the members of the Committee. Mr. Triloki Nath Bansal is the Chairman of the Audit Committee.

Audit Committee held total Six (6) Meetings during the Financial Year under review on 10^th April,2023, 23^rd May, 2023, 11^th August, 2023, 3^rd November, 2023, 11^th January, 2024 and 14^th February, 2024.

Mr. Rajendra Kumar Daga and Mr. Satish Mehta attended 4 (Four) Audit Committee Meetings. Ms. Nikita Jain attended 2 (Two) Audit Committee Meetings. Mr. Prem Krishan Jain attended 3 (Three) Audit Committee Meetings and Mr. Triloki Nath Bansal and Mr. Bhupinder Singh Bedi attended 1 (One) Audit Committee Meeting.

Nomination and Remuneration Committee:

The Nomination & Remuneration Committee (NRC) during the Financial Year under Report consisted of Mr. Rajendrakumar Daga, Mr. Satishkumar Mehta and Mrs. Namrata Jain as the Members of the Committee. Mr. Rajendrakumar Daga was the Chairman of the NRC.

Pursuant to the changes in management of the Company, the NRC was reconstituted and as on 31^st March, 2024, Mr. Triloki Nath Bansal, Mr. Bhupinder Singh Bedi and Mrs. Kriti Jain were the members of the Committee. Mr. Triloki Nath Bansal is the Chairman of the NRC.

NRC held total 3 (Three) Meetings during the Financial Year under review on 11^th August, 2023, 25^th October, 2023 and 4^th January, 2024.

Mr. Rajendra Kumar Daga and Mr. Satish Mehta attended 3(Three) NRC Meetings. Mrs. Namrata Jain attended 2 (Two) NRC Meetings and Mrs. Kriti Jain attended 1 (One) NRC Meeting.

Stakeholders Relationship Committee:

The Stakeholders Relationship Committee (SRC) during the Financial Year under Report consisted of Mr. Rajendrakumar Daga, Chairman, Mr. Satishkumar Mehta, Non-Executive Independent Director, Mrs. Namrata Jain, Non-Executive Promoter Director. Mr. Rajendra Daga was the Chairman of the Committee.

Pursuant to the changes in management of the Company, the SRC was reconstituted and as on 31^st March, 2024, Mr. Triloki Nath Bansal, Mr. Bhupinder Singh Bedi and Mr. Prem Krishan Jain were the members of the Committee. Mr. Triloki Nath Bansal is the Chairman of the SRC.

NRC held total 2 (Two) Meetings during the Financial Year under review on 6^th January, 2024 and 7^th March, 2024.

Mr. Rajendra Kumar Daga attended 1 (One) SRC Meeting. Mr. Prem Krishan Jain attended 2 (Two) SRC Meetings and Mr. Triloki Nath Bansal attended 1 (One) SRC Meeting.

14. DIRECTORS'' RESPONSIBILITY STATEMENT

Directors'' Responsibility Statement prepared pursuant to the provisions of Section 134(5) of the Companies Act, 2013 is furnished below as required under Section 134(3) (c).

Directors state that:-

a) In the preparation of the Annual Accounts for the Financial Year ended 31^st March, 2024 the applicable Accounting Standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same.

b) Accounting Policies as mentioned in Part-B to the Financial Statements have been selected and applied consistently. Further 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 31^st March, 2024 and of the Profit 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 Companies Act, 2013 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) Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

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

15. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given Declarations under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. AUDITORS AND AUDITORS'' REPORT

a) Internal Auditor

C M Lopez & Co Chartered Accountant was appointed as an Internal Auditor of the Company as per the provisions of Section 138 of the Companies Act, 2013 for the Financial Year 2023-2024.

He has conducted Internal Audits periodically and submitted his reports to the Audit Committee. His Reports have been reviewed by the Statutory Auditors and the Audit Committee.

b) Statutory Auditor

M/s. JMT & Associates, Chartered Accountants having FRN: 104167W and Peer Review No. 012502 were appointed as the Company''s Statutory Auditor and their term of appointment is valid till the conclusion of Annual General Meeting to be held in the year 2026.

The Auditors Report to the Shareholders for the financial year under review does not contain any qualification.

No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in Board''s Report.

c) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 your Company has appointed Ghatpande & Ghatpande Associates, Company Secretaries having Firm Registration No. P2019MH0772200 and Peer Review No.: 4537/2023 to conduct the Secretarial Audit of your Company for the FY 2023-2024. The Secretarial Audit Report is annexed herewith as Annexure - I to this Report which is qualified by the Secretarial Auditors on following point:-

‘The Independent Directors of the Company have so far not registered on the Portal of ‘Independent Director’s Data Bank’ introduced by Indian Institute of Corporate Affairs.’

In this Connection the Directors state that the Independent Directors of the Company have not registered on the Portal of ''Independent Director''s Data Bank''. The Independent Directors have already been informed about the said requirement.

d) Cost Audit

For the Financial Year under Report the appointment of Cost Auditor and obtaining their Report was not applicable to the Company.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

During the Financial Year 2023-2024, Company has not provided any Loans or Guarantees under Section 186 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014.

The Details of Investments made as on 31^st March, 2024 are as follows:

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year under Report, there were no transactions with the Related Parties except payment of remuneration to the Directors and KMP Accordingly, the particulars of the same are reflected in Form AOC - 2 in terms of Section 134 (3) (h). The same has been attached herewith as Annexure II.

19. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT

The material changes and commitments between the date of the Balance Sheet and the Date of Report are as under: -

i) The Company had invested in the Equity Shares of Starlight Box Theatres Private Limited (''Starlight'') and the said Starlight has become the Subsidiary of the Company with effect from 23^rd May, 2024, pursuant to the provisions of Section 2(87) of the Companies Act, 2013 with the holding of 51.61% in Starlight.

ii) Mr. Bhupinder Singh Bedi resigned as the Independent Director of the Company w.e.f. 23^rd April, 2024 and Mr. Vinodkumar Kamtaprasad Singh was appointed as an Additional Director in the Independent Category w.e.f. 23^rd April, 2024.

iii) Mr. Suresh Kumar Jain was appointed as an Additional Director in the Independent Category w.e.f. 12^th August, 2024.

Other than the aforementioned, 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 the report.

20. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

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

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is as follows:

A] Conservation of Energy and Technology Absorption:

(i) The steps taken or impact on conservation of energy: NIL

(ii) The operations of your Company are not energy intensive.

(iii) The steps taken by the Company for utilizing alternate sources of energy: NIL

(iv) The capital investment on energy conservation equipment: NIL

B] Technology absorption:

(i) The efforts made towards technology absorption: Not Applicable.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): Not Applicable.

C] Foreign Exchange Earnings and Outgo

During the Financial Year under Report, there are no foreign exchange earnings and outgo.

22. RISK MANAGEMENT POLICY

The Company has formulated various policies and procedures to face the risks and challenges affecting the Business of the Company. The Company has a Risk Management Policy in place and the risks are being reviewed regularly. Various risks such as financial risk arising out of the operations, increased competition in the sectors/areas of the Company, business conditions in the markets and other risks have been identified and taken into account while formulating policies. The Directors get themselves trained and educated on various risks factors. Periodic reviews are also being taken to improve the same.

23. NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of Nomination and Remuneration Committee framed the policy for selection and appointment of Directors, KMP''s and senior Management personnel and their remuneration. The same has been uploaded on the website of the Company. The link for accessing the same is http:// www.fundvisercapital.in.

24. STATEMENT REGARDING COMPLIANCE WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT, 2013

The Company has formed a committee under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to ensure protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment. No such instance took place during the reporting Financial Year.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 in respect of CSR activities are not applicable to the Company. The Company voluntarily also has not undertaken any CSR activity.

26. BOARD EVALUATION

Pursuant to the provisions of the Section 134 (3) (p) of the Companies Act, 2013, Rules there under and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 and Remuneration and other statutory committees. Performance evaluation has been carried out as per the Nomination and Remuneration Policy.

27. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the Financial Year under Report, there was no change in the nature of the Business of the Company.

28. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

During the financial year under Report, the changes in Directors and KMP are discussed in Point No. 1(iii) above.

29. DIRECTORS PROPOSED TO BE RE-APPOINTED AT THE ENSUING ANNUAL GENERAL MEETING

All the present Directors of the Company are Additional Directors and they hold office till the date of the ensuing Annual General Meeting. They have offered themselves for reappointment and the necessary Resolutions have been recommended for your approval at the ensuing Annual General Meeting.

30. CHANGES IN CAPITAL

The Changes in Capital during the Financial Year under Report are detailed in Point No. 1(iv) herein above.

31. PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of remuneration aggregating to '' 102/- Lakh or more per year or '' 8.50 Lakh or more per month when employed for a part of the year and the particulars as required under Section 197 (12) read with the Rule 5(2) and 5 (3) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

32. CASH FLOW

A Cash Flow Statement for the financial year ended 31^st March 2024 is attached to the Financial Statement.

33. CORPORATE GOVERNANCE

Pursuant to Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Corporate Governance provisions are applicable to the Listed Entities having paid up Equity Share Capital of more than '' 10/- Crores or Net Worth exceeding '' 25/- Crores as on the last day of the previous Financial Year.

The Net Worth of the Company as on 31^st March, 2024 was '' 10,85,55,000/- i.e. less than '' 25/- Crore and the Equity Share Capital of the Company was '' 4,46,50,000/- i.e. less than '' 10/- Crore.

As such the Company is not fulfilling both the criteria of Equity Share Capital and Net Worth as stipulated under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and hence the Compliance with Corporate Governance provisions as stipulated under SEBI (LODR) Regulations, 2015 are not applicable to the Company. Hence, the Corporate Governance Report is not attached to this Report.

34. ENVIRONMENTAL, SOCIAL AND GOVERNANCE [ESG]

The Company at present is engaged in the Business of Investment in Securities and Properties.

The Company is committed to doing business in a responsible and sustainable manner with the highest standards of integrity. The Company is focused on achieving the ESG causes with initiatives like responsible usage of energy & water, effective plastic and paper waste management, protection of human rights and employee''s rights, engagement with the stakeholders, and social welfare.

Even though the Corporate Governance provisions are not applicable, the Company in its course of Business undertakes the best Corporate practices and strongly believes in complete transparency to its stakeholders.

35. DEMATERIALISATION OF EQUITY SHARES

As per SEBI Circular No. SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20^th April, 2018 the Shareholders holding Shares in Physical Form are required to submit their copies of PAN Card and Bank Account details. The Shareholders holding the Shares in Physical Form are requested, if not already done, to forward the same to the Registrar & Share Transfer Agents - Satellite Corporate Services Private Limited at the earliest. Please note that no transfer of Shares is allowed in Physical Form.

36. SECRETARIAL STANDARDS

During the financial year under review the Company has complied with all applicable mandatory Secretarial Standards issued by Institute of Company Secretaries of India, and approved by the Central Government u/s 118(10) of the Companies Act, 2013.

37. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations and in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism / Whistle Blower and the same is available on the Company''s website.

38. STATEMENT REGARDING DEVIATION OR VARIATION OF FUNDS

During the Financial Year under Report and till date, there was no deviation or variation of utilization of funds raised by way of issue of 8,75,000 Equity Shares and 13,50,000 Convertible Warrants. The Company has submitted the necessary Declaration to BSE Ltd., as required under SEBI LODR Regulations, 2015.

39. STATEMENT REGARDING INDEPENDENT DIRECTORS

The Board of Directors is of the opinion that the Independent Directors including the Independent Directors appointed during the financial year holds the highest standards of integrity and possess necessary expertise and experience including proficiency in the field in which the Company operates.

40. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 [IBC]

There is no application made by the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) [IBC] nor there are any proceeding pending under IBC.

41. DETAILS OF VALUATION DONE BY THE COMPANY IN TERMS OF RULE 8(5)(xii) OF THE COMPANIES (ACCOUNTS) RULES, 2014

This Clause is Not Applicable to the Company.

42. ACKNOWLEDGMENT

The Directors place on record their appreciation for the co-operation and support extended by the Shareholders, Employees and Well Wishers of the Company all the times.

By Order of the Board of Directors For Fundviser Capital (India) Limited

Prem Krishan Jain

Place: -Mumbai Chairman & Whole Time Director

Date: - 12^th August, 2024 [DIN: 09304822]

The Members,

Bagadia Colourchem Limited

The Board of Directors have pleasure in presenting before you the 29th Annual Report and Audited Statements of Accounts for the year ended as on 31st March, 2014.

1. FINANCIAL RESULTS

The Financial Results for the year ended on 31st March, 2014 are briefly given below:-

2013-2014 2012-2013 (Rs.) (Rs.)

Sales (Net of Tax) & Other Income 3,37,50,490 10,84,11,881 Profit before Interest,

Depreciation & Income Tax (44,34,116) 70,96,063

Less : Interest 1,87,165 5,57,263

Depreciation 29,86,762 32,09,904 Profit / (Loss) for the

Year before tax (76,08,043) 33,28,896

Less: Provision for Tax - 1-1,12,745

Deferred Tax (3,87,961) (6,01,500)

Earlier Year 31,938 (2,58,516)

Profit/(Loss) after Tax (72,52,020) 30,76,167

2. MANAGEMENT DISCUSSION & ANALYSIS REPORT

During the year under review the Revenue from Operations of the Company was Rs. 320.68 Lacs as against Rs. 1039.36 Lacs of the previous year. The export turnover of the Company during the year under report was Rs. 143.24 Lacs as against Rs. 768.33 Lacs of the previous year. The Company has incurred the Loss before Tax of Rs. 76.08 Lacs as against the Profit of Rs. 33.28 Lacs of the previous year.

However due to continued recession globally, the flow of Export Orders is affected and the Current Financial Year i.e. 2014-2015 would also be one of the difficult Years for the Company. Indian Local Market is also not encouraging, and there are almost no orders in hand, which would improve the performance and profitability of the Company.

3. DIVIDEND

The Directors regret their inability to recommend any Dividend on the Equity Shares of the Company, due to the Losses incurred by the Company.

4. FIXED DEPOSITS

The Company has not accepted any fixed deposits.

5. DIRECTORS / KEY MANAGERIAL PERSONNEL

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation, during that period. The term of appointment of Mr. N. R. Bagadia as Chairman & Managing Director and that of Ms. Sangeeta Bagadia as the Director - Marketing are due to expire on 30* September, 2014 and 31st December, 2014 respectively.

However, due to the sharp decline in the business and losses incurred by the Company, the Board of Directors have reconsidered the remuneration payable to Mr. Natwarlal R. Bagadia, Chairman and Managing Director and with his consent has decided to stop the payment of remuneration to him w.e.f 1st April, 2014. However, the Board has decided to continue with the present remuneration payable to Ms. Sangeeta S. Bagadia, Director- Marketing of Rs.50,000/- per month. Accordingly, necessary Resolutions for their reappointment have been recommended for your approval and the Board of Directors recommends the same for your approval.

The Board has also reduced the payment of remuneration payable to Mr. Sushil Bagadia as Chief Executive Officer (CEO) to Rs.20,000/- per month from Rs. 1,00,000/- per month which was approved by the Shareholders in their 28th Annual General Meeting held on 12* August, 2013.

6. AUDITORS

The present Auditors M/s S. G. Shende & Co., Chartered Accountants, having Firm Registration No. FRN 120915W will retire at the conclusion of the forthcoming Annual General Meeting. They have informed their willingness to continue for the Current Year. As required per proviso to Section 139 of the Companies Act, 2013, a written Certificate has been obtained by the Company from the Auditors certifying that if they are appointed as the Auditors of your Company, such appointment would be within the limits specified in Section 139 of the Companies Act, 2013.

7. AUDITORS'' QUALIFICATIONS

As regards Auditors'' Qualifications in respect of non compliance of AS-28 ''Impairment of Assets'', and non maintenance of Cost Records, the Directors are of the opinion that considering the overall size of the business and Assets, observation of AS-28 is not feasible.

8. COMPLIANCE CERTIFICATE

Pursuant to the provisions of Section 383A of the Companies Act, 1956, the Compliance Certificate issued by a Company Secretary in Whole time Practice viz. Shekhar Ghatpande & Co., Company Secretaries is attached herewith.

9. ADDITIONAL INFORMATION:-

a) Under Section 217 (2A) of the Companies Act, 1956

Information as per Section 217{2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 has not been furnished since no employee received the remuneration beyond the limits specified therein.

b) Under Section 217 (1) (e) of the Companies Act, 1956

Wherever possible energy conservation measures have been implemented. The efforts to conserve and optimize the use of energy through improved operational methods and other means will continue. The statement pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is given in the Annexure forming part of this Report.

The Company has not imported any technology and there is no technical collaboration, with any party, for the present activities of the Company.

c) Information about Foreign Exchange

Foreign Exchange Earnings : Rs. 1,43,23,774/- Foreign Exchange Outgo : Rs. 1,61,000/-

d) Disclosure under Stock Exchange Requirements

Disclosure under SEBI Circular dated 29th April, 1998

The Equity Shares of the Company are listed on BSE Ltd. [Formerly known as Bombay Stock Exchange Ltd.]

The Company has already paid the necessary Listing Fees of the Exchange till the financial year 2014-2015.

10. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) as amended by the Companies (Amendment) Act, 2000 the Directors hereby state:

a) That while preparing the annual accounts for the period ended 31st March, 2014, the applicable accounting standards, except AS 28 had been followed along with proper explanation relating to material departures.

b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Loss of the Company for that period.

c) That the Directors 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 Cqtnpany and for preventing and detecting fraud and other irregularities.

d) That the Directors had prepared the annual accounts on a going concern basis.

11. ACKNOWLEDGMENT

The Directors place on record their appreciation for the cooperation and support extended by the Bankers of the Company viz. Bank of Baroda and Employees of the Company all the times. The Directors are also thankful to the officials of Government of India, Government of Maharashtra, Local Authorities, MIDC for their continued help and timely assistance extended to the Company.

By Order of the Board of Directors

Place : Pune N. R. Bagadia Date :1st July, 2014 Chairman & Managing Director

To The Members of Bagadia Colourchem Limited

The Board of Directors have pleasure in presenting before you the 28th Annual Report and Audited Statements of Accounts for the year ended as on 31st March, 2013.

1. FINANCIAL RESULTS

The Financial Results for the year ended on 31st March, 2013 are briefly given below:-

2012-2013 2011-2012 (Rs.) (Rs.)

Sales (Net of Tax) & Other Income 10,84,11,881 12,01,56,465

Profit before Interest,

Depreciation & Income Tax 70,96,063 69,85,645

Less : Interest 5,57,263 4,59,902

Depreciation 32,09,904 31,88,450

Profit / (Loss) for the Year before tax 33,28,896 33,37,293

Less : Provision for Tax 11,12,745 13,45,000

Deferred Tax (6,01,500) (2,50,188)

Earlier Year (2,58,516) 15,10,568

Profit/(Loss) after Tax 30,76,167 7,31,913

2. MANAGEMENT DISCUSSION & ANALYSIS REPORT

During the year under review the Revenue from Operations of the Company was Rs.1039.36 Lacs as against Rs. 1159.49 Lacs of the previous year. The export turnover of the Company during the year under report was Rs. 768.33 Lacs as against Rs. 814.07 Lacs of the previous year. The Company has earned the Profit before Tax of Rs. 33.28 Lacs as against the Profit of Rs. 33.37 Lacs of the previous year.

However due to continued recession globally, the flow of Export Orders is affected and the Current Year i.e. 2013-2014 would be one of the difficult Years for the Company. Indian Local Market is also not encouraging, and there are almost no orders in hand, which would affect the performance and profitability of the Company.

3. DIVIDEND

The Directors regret their inability to recommend any Dividend on the Equity Shares of the Company, due to the marginal Profit earned by the Company.

4. FIXED DEPOSITS

The Company has not accepted any fixed deposits.

5. DIRECTORS

Mr. Sushil N. Bagadia and Mr. Vilas B. Jagtap, Directors of the Company retire by rotation. Mr. Vilas B. Jagtap offers himself for reappointment. Mr. Sushil Bagadia, Joint Managing Director has informed his unwillingness and inability to continue as Director of the Company, hence did not offer himself for reappointment. Accordingly he will also cease to be the Joint Managing Director of the Company. However for the time being, he has kindly consented to work as the "Chief Executive Officer [CEO]" of the Company. Necessary Resolution for your approval u/s 314 of the Companies Act, 1956 is recommended for your approval.

Ms. Sneha Sushil Bagadia, highly-motivated Management graduate is proposed to be appointed as Director of the Company, subject to the approval of the Shareholders in ensuing Annual General Meeting. If appointed her appointment shall be subject to retirement by rotation.

6. AUDITORS

The present Auditors M/s S. G. Shende & Co., Chartered Accountants, will retire at the conclusion of the forthcoming Annual General Meeting. They have informed their willingness to continue for the Current Year.

As required per proviso to Section 224(1) of the Companies Act, 1956, a written Certificate has been obtained by the Company from the Auditors certifying that if they are appointed as the Auditors of your Company, such appointment would be within the limits specified in Section 224 (1)(B) of the Companies Act,1956.

7. AUDITORS'' QUALIFICATIONS

As regards Auditors'' Qualifications in respect of non compliance of AS-28 ''Impairment of Assets'', and non maintenance of cost records, the Directors are of the opinion that considering the overall size of the business and Assets, observation of AS-28 is not feasible.

8. COMPLIANCE CERTIFICATE

Pursuant to the provisions of Section 383A of the Companies Act, 1956 as amended, the Compliance Certificate issued by a Company Secretary in Whole time Practice viz. Shekhar Ghatpande & Co., Company Secretaries is attached herewith.

9. ADDITIONAL INFORMATION:- a) Under Section 217 (2A) of the Companies Act, 1956

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 has not been furnished since no employee received the remuneration beyond the limits specified therein.

b) Under Section 217 (1) (e) of the Companies Act, 1956

Wherever possible energy conservation measures have been implemented. The efforts to conserve and optimize the use of energy through improved operational methods and other means will continue. The statement pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is given in the Annexure forming part of this Report. The Company has not imported any technology and there is no technical collaboration, with any party, for the present activities of the Company.

c) Information about Foreign Exchange

Foreign Exchange Earnings - Rs. 7,68,32,896/- Foreign Exchange Outgo - Rs. 1,74,715/-

d) Disclosure under Stock Exchange Requirements

Disclosure under SEBI Circular dated 29th April, 1998 The Equity Shares of the Company are listed on BSE Ltd. [Formerly known as Bombay Stock Exchange Ltd.] The Company has already paid the necessary Listing

Fees of the Exchange till the financial year 2013-2014.

10. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) as amended by the Companies (Amendment) Act, 2000 the Directors hereby state:

a) That while preparing the Annual Accounts for the period ended 31st March, 2013, the applicable accounting standards, except AS 28 had been followed along with proper explanation relating to material departures.

b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period.

c) That the Directors 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 preventing and detecting fraud and other irregularities.

d) That the Directors had prepared the Annual Accounts on a going concern basis.

11. ACKNOWLEDGMENT

The Directors place on record their appreciation for the cooperation and support extended by the Bankers of the Company viz. Bank of Baroda and Employees of the Company all the times. The Directors are also thankful to the officials of Government of India, Government of Maharashtra, local authorities, MIDC for their continued help and timely assistance extended to the Company.



By Order of the Board of Directors



Place : Pune N. R. Bagadia

Date : 15th July, 2013 Chairman & Managing Director

The Members,

The Board of Directors have pleasure in presenting before you the 26th Annual Report and Audited Statements of Accounts for the year ended as on 31st March, 2011.

1. FINANCIAL RESULTS

The Financial Results for the year ended on 31st March, 2011 are briefly given below:- 2010-2011 2009-2010 (Rs.) (Rs.)

Sales and Other Income 9,77,46,232 9,27,21,748

Profit / (Loss) before 56,57,801 57,98,222 Interest,Depreciation & Taxation

Less :-

Finance Cost 3,96,211 3,76,177

Depreciation 33,06,118 33,61,912

Profit / (Loss) before tax 19,55,472 20,60,133

Less :- Provision For Tax 11,27,000 12,13,500

Deferred Tax (4,78,726) (4,16,635)

Earlier Year 6,772 (36,933)

Profit / (Loss) after 13,00,426 13,00,201 Taxation

Add :- Balance brought forward from previous year 31,25,529 18,25,328

Balance transferred to 44,25,955 31,25,529

Balance Sheet

2. MANAGEMENT DISCUSSION & ANALYSIS REPORT

During the year under review the Sales of the Company were Rs.969.08 Lacs as against Rs. 914.97 Lacs of the previous year. The export turnover of the Company during the year under report was Rs. 629.55 Lacs as against Rs. 642.90 Lacs of the previous year. The Company has earned the Profit before Tax of Rs. 19.55 Lacs as against the Profit of Rs. 20.60 Lacs of the previous year.

3. DIVIDEND

The Directors regret their inability to recommend any Dividend on the Equity Shares of the Company, due to the marginal Profit earned by the Company.

4. FIXED DEPOSITS

The Company has not accepted any fixed deposits.

5. DIRECTORS

Mr. Vilas Jagtap and Mr. Shashikant Kakade Directors of the Company retire by rotation and being eligible offer themselves for reappointment.

The terms of appointment of Mr. N. R. Bagadia and Mr. Sushil Bagadia as the Chairman & Managing Director and Joint Managing Director respectively are due to expire on 30th September, 2011. The term of appointment of Mrs. Sangeeta Sushil Bagadia as Director - Marketing is due to expire on 31st December, 2011. Necessary Resolutions for their re-appointments have been recommended for your approval, and the Board of Directors recommends the same for your approval.

6. AUDITORS

The present Auditors M/s S. G. Shende & Co., Chartered Accountants, will retire at the conclusion of the forthcoming Annual General Meeting. They have informed their willingness to continue for the Current Year.

As required per proviso to Section 224(1) of the Companies Act, 1956, a written Certificate has been obtained by the Company from the Auditors certifying that if they are appointed as the Auditors of your Company, such appointment would be within the limits specified in Section 224 (1)(B) of the Companies Act,1956.

7. AUDITORS' QUALIFICATIONS

As regards Auditors' Qualifications in respect of non compliance of AS-28 'Impairment of Assets', the Directors are of the opinion that considering the overall size of the business and Assets, observation of AS-28 is not feasible.

8. COMPLIANCE CERTIFICATE

Pursuant to the provisions of Section 383A of the Companies Act, 1956 as amended, the Compliance Certificate issued by a Company Secretary in Whole time Practice viz. Shekhar Ghatpande & Co., Company Secretaries is attached herewith.

9. ADDITIONAL INFORMATION:- A) Under Section 217 (2A) of the Companies Act, 1956.

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 has not been furnished since no employee received the remuneration beyond the limits specified therein.

B) Under Section 217 (1) (e) of the Companies Act, 1956.

Wherever possible energy conservation measures have been implemented. The efforts to conserve and optimize the use of energy through improved operational methods and other means will continue. The statement pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is given in the Annexure forming part of this Report.

The Company has not imported any technology and there is no technical collaboration, with any party, for the present activities of the Company.

C) Information about Foreign Exchange

Foreign Exchange Earnings : - Rs. 6,29,55,180/-

Foreign Exchange Outgo :- Rs. 1,77,685/-

D) Disclosure under Stock Exchange Requirements

(i) Disclosure under SEBI Circular dated 29th April, 1998

The Equity Shares of the Company are listed on Bombay Stock Exchange Ltd.

The Company has already paid the necessary Listing Fees of the Exchange till the financial year 2011- 2012.

10. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) as amended by the Companies (Amendment) Act, 2000 the Directors hereby state:

a) That while preparing the annual accounts for the period ended 31st March, 2011, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period.

c) That the Directors 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 preventing and detecting fraud and other irregularities.

d) That the Directors had prepared the annual accounts on a going concern basis.

11. ACKNOWLEDGMENT

The Directors place on record their appreciation for the cooperation and support extended by the Bankers of the Company viz. Bank of Baroda and Employees of the Company all the times. The Directors are also thankful to the officials of Government of India, Government of Maharashtra, local authorities, MIDC for their continued help and timely assistance extended to the Company.

By Order of the Board of Directors

N.R. Bagadia Chairman & Managing Director

Place : Pune Date : 9th August, 2011

The Board of Directors have pleasure in presenting before you the 25th Annual Report and Audited Statements of Accounts for the year ended as on 31st March, 2010.

1. FINANCIAL RESULTS

The Financial Results for the year ended on 31st March, 2010 are briefly given below:-

2009-2010 2008-2009 (Rs.) (Rs.)

Sales and Other Income 9,27,21,748 8,79,38,419

Profit / (Loss) before Interest,

Depreciation & Taxation 57,98,222 54,51,016

Less :-

Finance Cost 3,76,177 3,06,172

Depreciation 33,61,912 33,12,631

Profit/(Loss) before tax 20,60,133 18,32,213

Less :- Provision For Tax 12,13,500 10,18,000

Deferred Tax (4,16,635) (4,07,526)

Earlier Year (36,933) 2,66,736

Fringe Benefit Tax Nil 57,719

Profit / (Loss) after Taxation 13,00,201 8,97,284

Add .- Balance brought

forward from previous year 18,25,328 9,28,044

Balance transferred to 31,25,529 18,25,328

Balance Sheet

2 . MANAGEMENT DISCUSSION & ANALYSIS REPORT

As the Shareholders of the Company are aware the Company during the Year under Report has shifted its Registered Office from Pune to Vileparle (West) Mumbai.

Mumbai being the financial capital base and business centre of the Country the Directors were of view that the Company can carry on its business more economically and efficiently by shifting its Registered Office and business place from Pune to Mumbai. Hence the Company decided to shift its Registered Office and business place from Pune to Mumbai at

Shaniya Enclave, 5th Floor, V. P. Road, Vile Parle (West), Mumbai 400056. Necessary approval of the Shareholders was sought by the Resolution under the Postal Ballot. The Company has since completed all the necessary formalities in this connection, and the Registered Office of the Company is shifted to Mumbai.

During the year under review the Sales of the Company were Rs. 914.97 Lacs as against Rs. 892.31 Lacs of the previous year. The export turnover of the Company during the year under report was Rs. 642.90 Lacs as against Rs. 529.03 Lacs of the previous year. The Company has earned the Profit before Tax of Rs. 20.60 Lacs as against the Profit of Rs. 18.32 Lacs of the previous year.

3. DIVIDEND

The Directors regret their inability to recommend any Dividend on the Equity Shares of the Company, due to the marginal Profit earned by the Company.

4. FIXED DEPOSITS

The Company has not accepted any fixed deposits.

5. DIRECTORS

Mr. Sushil Bagadia and Mr. Dattatraya M. Mehta Directors of the Company retire by rotation and being eligible offer themselves for reappointment.

6. AUDITORS

The present Auditors M/s S. G. Shende & Co., Chartered Accountants, will retire at the conclusion of the forthcoming Annual General Meeting. They have informed their willingness to continue for the Current Year.

As required per proviso to Section 224(1) of the Companies Act, 1956, a written Certificate has been obtained by the Company from the Auditors certifying that if they are appointed as the Auditors of your Company, such appointment would be within the limits specified in Seciion 224 (1)(B) of the Companies Act,1956.

7. AUDITORS QUALIFICATIONS

As regards Auditors Qualifications in respect of non compliance of AS-28 Impairment of Assets, the Directors are of the opinion that considering the overall size of the business and Assets, observation of AS-28 is not feasible.

8. COMPLIANCE CERTIFICATE

Pursuant to the provisions of Section 383A of the Companies Act, 1956 as amended, the Compliance Certificate issued by a Company Secretary in Whole time Practice viz. Shekhar Ghatpande & Co., Company Secretaries is attached herewith.

9. ADDITIONAL INFORMATION:-

A) Under Section 217 (2A) of the Companies Act, 1956.

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 has not been furnished since no employee received the remuneration beyond the limits specified therein.

B) Under Section 217 (1) (e) of the Companies Act, 1956.

Wherever possible energy conservation measures have been implemented. The efforts to conserve and optimize the use of energy through improved operational methods and other means will continue. The statement pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is given in the Annexure forming part of this Report.

The Company has not imported any technology and there is no technical collaboration, with any party, for the present activities of the Company.

C) Information about Foreign Exchange.

Foreign Exchange Earnings : - Rs. 6,42,90,428/-

Foreign Exchange Outgo :- Rs. 1,82,265/-

D) Disclosure under Stock Exchange Requirements

(i) Disclosure under SEBI Circular dated 29rh April, 1998

The Equity Shares of the Company are listed on Bombay Stock Exchange Ltd.

The Company has already paid the necessary Listing Fees of the Exchange till the financial year 2010-2011.

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) as amended by the Companies (Amendment) Act, 2000 the Directors hereby state:

a) That while preparing the annual accounts for the period ended 31s1 March, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period.

c) That the Directors 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 preventing and detecting fraud and other irregularities.

d) That the Directors had prepared the annual accounts on a going concern basis.

11. ACKNOWLEDGMENT

The Directors place on record their appreciation for the cooperation and support extended by the Bankers of the Company viz. Bank of Baroda and Employees of the Company all the times. The Directors are also thankful to the officials of Government of India, Government of Maharashtra, local authorities, MIDC for their continued help and timely assistance extended to the Company.

By Order of the Board of Directors

Place : Pune N.R. Bagadia

Date : 10th August, 2010 Chairman & Managing Director