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Prismx Global Ventures Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors are pleased to present the 52^nd Annual Report of the Company together with the Audited Statements of Accounts and Auditors'' Report for the year ended 31^st March, 2025.

FINANCIAL RESULTS:

(Amount in Lakh.)
Particulars	F.Y. 20242025	F.Y. 20232024	F.Y. 20242025	F.Y. 20232024
Particulars	Standalone		Consolidated
Income from operations	1,436.45	1,265. 54	1,446.26	1,272.89
Other Income	30.06	504.68	30.06	504.68
Total Income	1,466.51	1,770.22	1,476.32	1,777.57
Total Expense	1,292.16	3,342.31	1,314.80	3,363.45
Profit/(Loss) before Tax and Exceptional items Exceptional Items	174.35	(1,572. 09)	161.522	-1,585.89
Profit/Loss from ordinary activities before Tax	174.35	(1,572. 09)	161.52	-1,585.89
Current Tax	97.3	79.97	97.3	79.97
Tax adjustments of earlier years	9.39	-6.96	9.39	11.3
Deferred Tax	-3.4	11.3	-3.4	-6.96
Net profit/ (Loss)	71.07	-1,656.39	58.24	-1,670.19
Other Comprehensive Income for the year	-1,784.35	-121.12	-1,784.35	-121.12
Total Comprehensive Income/Loss	-1,713.28	-1777.51	-1,726.11	-1791.31
Earnings per share
Basic	0.02	-0.38	0.01	-0.38
Diluted	0.02	-0.38	0.01	-0.38

PERFORMANCE HIGHLIGHTS:STANDALONE

The Company operates in three segments, i.e. Trading in commodities, Finance and activities in Sports and Entertainment. During the Financial Year 2024-25, the Company has recorded Standalone total revenue Rs. 1,466.51/- lakh during the year as compared to revenue of Rs. 1770.22/- lakhs in the last year. The Company has earned net profit of Rs. 71.07/- Lakh during the year as compared to loss of Rs. 1656.39/- lakh in the last year.

CONSOLIDATED

The Company has recorded Consolidated total revenue of Rs. 1,476.32/- during the year as compared to revenue of Rs. 1,777.57/-lakhs. The company has loss due to Loss on Disposal of Subsidiary. The Company has earned net profit of Rs. 58.24/- lakh during the year as compared to loss of Rs. 1,670.19/- lakh in the last year.

DIVIDEND:

With a view to conserve financial resources of the Company, your Directors do not recommend any dividend on equity shares for the year ended 31st March, 2025.

DEPOSITS:

The company has not accepted any public deposits during the year under review.

AMOUNTS TO BE TRANSFERRED TO RESERVES:

In the current (previous) year, no amount was transferred to General Reserve of the Company.

Pursuant to the requirements under section 134(3) (c) of the companies Act, 2013, with respect to the Directors'' Responsibili ty Statement, it is hereby confirmed:

a) In the preparation of the annual accounts for the financial year ended 31st March, 2025 the applicable accounting standards have been followed.

b) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the State of affairs of the corporation as at the end of 31st March, 2025 and of the profit of the Company for the year ended on that date.

c) Proper and sufficient care to the best of their knowledge and ability 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 of the Company have been prepared on the on-going concern basis.

e) That they have laid down internal financial controls commensurate with the size of the Company and that such financial controls were adequate and were operating effectively.

f) That system to ensure compliance with the provisions of all applicable laws was in place and was adequate and operating effectively. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

â¢ During the year under review, Mr. Alkesh Patidar was appointed as independent Director of the Company w.e.f. 27^th September, 2024.

â¢ Mr. Anuj Surana resigned as Independent Director of the Company with effect from 07^th August, 2024

â¢ Pursuant to Section 152 of the Companies Act, 2013 Ms. Priyanka Ramesh Shetye, retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. Your Board has recommended her re- appointment.

As required under Regulation 36(3) of the listing Regulations with the stock exchanges, the information on the particulars of Directors proposed for appointment/re-appointment/change in designation has been given in the notice of annual general meeting.

DECLARATION OF INDEPENDENCE BY DIRECTORS:

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 and as specified under Regulation 16(1)(b) of the Listing Regulations in respect of their position as an "Independent Directors.

SHARE CAPITAL

During the year under review, subsequently on considering the above increase in Share Capital, the Equity Share Capital of the Company as on 31st March, 2025 is as below: -

â¢ Authorized Share Capital of Rs. 44,25,00,000/- (Rupees Forty-Four Crores Twenty-Five Lakhs) divided into 44,25,00,000 (Forty Four Crores Twenty-Five Lakhs) Equity Shares of Rs. 1/- (Rupees One) each, comprising of

â¢ Issued and Subscribed Share Capital is Rs. 44,07,49,490/- divided into 44,07,49,490 Equity Shares of Rs. 1/- each,

â¢ Paid up share capital is Rs. 43,99,24,442.5 /- divided into Rs. 43,99,24,442.5 Equity Shares of Rs. 1/- each.

EVALUATION OF BOARD OF DIRECTORS ITS COMMITTEES AND OF INDIVIDUALS:

Pursuant to the provisions of the Act and Schedule V of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015, the Nomination and Remuneration Committee of the Board carried out the annual evaluation of the performance of the Board as a whole, the Directors individually as well as of various Committees of the Board. The Board''s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board Structure and Composition, effectiveness of Board process, information and functioning.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting held on 31^stJanuary 2025. The Directors expressed their satisfaction with the evaluation process, quality, quantity and timeliness of flow of information between the Company''s Management and the Board.

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.

POLICIES ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Nomination and Remuneration Committee is entrusted with the responsibility of identifying and ascertaining the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommending their appointment for the consideration of the Board.

The Company has drawn up Nomination and Remuneration policy in line with the requirement of Section 178 of the Companies Act, 2013. The Policy inter alia provides that a person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position. The policy is available on the website of the company viz www.prismxglobal.com

STATUTORY AUDITORS:

The Board of Directors in their Meeting held on 06^th September, 2023 approved and appointed M/s. Bansal Gourav & Associates, Chartered Accountant, who has submitted their consent and eligibility certificate under Section 139 and sec 141 of the Companies Act, 2013 has been proposed to be appointed in the shareholders Meeting held on 29th September, 2023 and to hold the office for a period of 5 consecutive years from the conclusion of 52^nd Annual General Meeting till the Conclusion of 56th Annual General Meeting of the Company.

However, M/s. Bansal Gourav & Associates., Chartered Accountants, the Statutory Auditor of the Company has resigned before the completion of their term w.e.f. 19th August, 2025, the Board of Directors in their meeting held on 26^th August, 2025, proposed the name of M/s. Pravin Chandak & Associates. LLP to be appointed as the new Auditors of the Company, which is subject to the approval of the members in the upcoming Annual General Meeting.

AUDITORS REPORT:

No Observations made in the Auditors'' Report and therefore do not call for any further comments under Section 134(1) of the Companies Act, 2013.

INTERNAL AUDITOR:

The Board had appointed Mr. Ronak Ashok Surani, as the Internal Auditor of the Company, for F.Y. 2024-25. He reported directly to the Audit Committee, to whom he submitted quarterly internal audit reports. The Audit Committee reviewed these reports and recommended necessary actions, as required.

Based upon recommendation of Audit committee, Board has re-appointed Mr. Ronak Ashok Surani as Internal Auditor of the Company for further period of 2 financial year i.e. up to FY 2025-26.

SECRETARIAL AUDIT:

M/s HRU & Associates, Practicing Company Secretary has been appointed, pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, to conduct the Secretarial Audit for the financial year 2024-2025. The Secretarial Audit Report as received from Mr. Hemanshu Upadhyay is appended to this Report as Annexure I.

There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their report for the financial year ended March 31, 2025.

EXTRACT OF ANNUAL RETURN:

In accordance with the provisions of section 92 read with section 134(3) (a) of the Companies Act, 2013, the Annual Return for financial year 2024-25 is available at http://prismxglobal.com/.

CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS

Company have taken Certificate from Practicing Company Secretary that none of the Directors on the Board of the Company are disqualified as on 31st March, 2025 in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 annexed as Annexure IV.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2024-2025, there are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

The policy on Related Party transaction has been devised by your Company for determining the materiality of transaction with Related Parties and dealing with them AOC-2 is attached as Annexure II.

SUBSIDIARIES/HOLDING/IOINT VENTURE/ASSOCIATE:

During the review period Tmart Platform Private Limited is wholly owned Subsidiary Company of the Company.

A separate statement containing the salient features of financial statements of Subsidiary Company of your Company forms part of Annual Report in the prescribed Form AOC-1 as Annexure III in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

The Financial Statements of the Subsidiary company and related information are available for inspection by the Members at the Registered Office of the Company during the business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Further in line with the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and in accordance with IND AS - 110, Consolidated Financial Statement prepared by the Company includes financial information of its Subsidiary Company.

The Company will provide a copy of Annual Report and other documents of its subsidiary companies on the request made by any Member, investor of the Company/ Subsidiary Companies. The Financial Statements of the Subsidiary Companies have been kept for inspection by any Member at the Registered Office of the Company. The statements are also available on the website of the Company www.prismxglobal.com

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 and the relevant rules, the Company is not required to spend any amount towards CSR Expenditure as none of the thresholds limits as specified in Section 135 is crossed.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have annexed as Annexure V.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

NUMBER OF MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss. The intervening gap between the two consecutive meetings did not exceed 120 days as prescribed under the Companies Act, 2013.

The details of the number of meetings of the Board held during the Financial Year 2024-2025 forms part of the Corporate Governance ReportCOMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

CERTIFICATE ON CORPORATE COVERNANCE AND MANAGEMENT REPORT ON CODE OF CONDUCT:

For details, kindly refer the Annexure VIII in this Report.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company occurred during Financial Year 20242025, till the date of this report.

RISK MANAGEMENT AND INTERNAL CONTROLS:

The Company has the Risk Management and Internal Control framework in place commensurate with the size of the Company. However Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis Report that forms part of the Annual Report.

FOREIGN EXCHANGE:

The Company does not have any Foreign exchange earnings/expenses during the year under review and therefore the information in respect of Foreign Exchange Earnings and Outgo as required by Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not provided.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one-time settlement of Loans taken from Banks and Financial Institutions.

CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:

The Chief Financial Officer Certification as required under Schedule IV of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015 and Chief Executive Officer Declaration about the Code of Conduct is Annexed to this Report as Annexure âIX''.

LISTING OF SHARES:

Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing fees for the year 2024-2025.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

Details of investments covered under section 186 of the Companies Act, 2013 will be produced for verification to the members at the Registered Office of the company on their request.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The Company is not required to give information relating to conservation of energy and technology absorption as the Company is not engaged in any activities referred to in Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has established a vigil mechanism to be known as the ''Whistle Blower Policy'' for its Directors and employees, to report instances of unethical behavior, actual or suspected, fraud or violation of the Company''s Code of Conduct.

The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

Accordingly, ''Whistle Blower Policy'' has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Chairman of the Audit Committee of the Company.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company has put in place adequate internal financial controls with reference to the Financial Statements commensurate with the size of the Company. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the company''s policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanism, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Audit Committee regularly reviews the internal control system to ensure that it remains effective and aligned with the business requirements. In case weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls. Further, the Board annually reviews the effectiveness of the Company''s internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company.

A report of the Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy Internal Financial Controls is annexed with the Auditors'' Report

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

No such order passed during the Financial Year 2024-2025.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

Your company has organized a familiarization programme for the independent directors as per the requirement of the Companies Act, 2013 along with the requirements of SEBI(LODR), Regulations 2015.

POLICY FOR PREVENTION OF INSIDER TRADING & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading insecurities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

POLICY ON ORDERLY SUCCESSION FOR APPOINTMENT:

The Board has framed a policy which lays down a framework in relation to orderly succession of Directors senior Management based on recommendation made by Nomination and Remuneration Committee.

The key features of the policy are as follows:

â¢ Criteria for appointment and removal of Director, key managerial personnel and senior management.

â¢ Criteria for performance evaluation.

â¢ Criteria for fixing the remuneration of Director, key managerial personnel and senior management.

GREEN INITIATIVE IN CORPORATE GOVERNANCE:

The ministry of corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken'' Green initiative in corporate Governance'' and allowed companies to share documents with its shareholders through an electronic mode. Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialized form with their respective depository participants and in respect of shares held in physical form with RTA of Company.

INVESTOR RELATIONS:

Your company always endeavors to keep the time of response to shareholders request/grievance at the minimum. Priority is accorded to address all the issues raised by shareholders and provide them a satisfactory reply at the earliest possible time. The Stakeholder Relationship Committee of the board meets periodically and reviews the status of the Shareholders'' Grievances.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

Mar 31, 2024

Your Directors are pleased to present the 51st Annual Report of the Company together with the Audited Statements of Accounts and Auditors'' Report for the year ended 31^st March, 2024.

FINANCIAL RESULTS: (Amount in Lakh.)
Particulars	2023-24	2022-23	2023-24	2022-23
	Standalone		Consolidated
Revenue from Interest Income	163.53	173.88	163.53	173.88
Revenue from Sale of Commodities	675.38	429.40	675.38	429.40
Revenue from Finance and consultancy Services	426.63	0.00	508.84	0.00
Revenue from other Operating Income	504.68	963.23	769.64	1514.11
Total Operation Revenue	1770.22	1566.51	1777.57	2117.39
Depreciation	3.67	5.38	3.91	91.77
Interest	7.24	0.67	7.31	2.07
Other Expenses	3331.4	1071.59	3352.23	410.51
Total Expenses	3342.31	1077.64	3363.45	1613.04
Profit after Dep & Interest and before Tax	(1572.09)	488.88	(1585.89)	504.35
Provision for Taxation	79.97	(85.34)	79.97	(89.44)
Provision for Tax (deferred)	(6.96)	(2.69)	(6.96)	(2.74)
Adjustment of tax relating to earlier periods	11.30	0.80	11.30	0.80
Profit/Loss after Tax	(1656.39)	401.64	(1670.19)	412.96
Other Comprehensive Income	(121.12)	(273.85)	(121.12)	(273.85)
Total Comprehensive Income for the period(Comprising Profit and Other Comprehensive Income for the period)	(1777.51)	127.80	(1791.31)	139.20
Earning per equity share	(0.38)	0.09	(0.38)	0.09

PERFORMANCE HIGHLIGHTS:

Standalone

The Company operates in three segments i.e. Trading in commodities, Finance and activities in Sports and Entertainment. During the Financial Year 2023-24, the Company has recorded Standalone total revenue Rs. 1770.22 lakh during the year as compared to revenue of Rs. 1566.51 lakhs in the last year. The Company has Loss of Rs. 1656.39 Lakh during the year as compared to profit of Rs. .401.64 lakh in the last year.

Consolidated

Being the first year of Consolidated Financials, the company has recorded Loss of Rs. 1470.19 lakhs. The company has loss due to Loss on Disposal of Subsidiary.

DIVIDEND:

With the view to conserve financial resources of the Company, your Directors do not recommend any dividend on equity shares for the year ended 31st March, 2024.

DEPOSITS:

The company has not accepted any public deposits during the year under review.

AMOUNTS TO BE TRANSFERRED TO RESERVES:

In the current (previous) year, no amount was transferred to General reserve of the Company.

DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to the requirements under section 134(3) (c) of the companies Act, 2013, with respect to the Directors'' Responsibility Statement, it is hereby confirmed:

a) In the preparation of the annual accounts for the financial year ended 31st March, 2024 the applicable accounting standards have been followed.

b) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the State of affairs of the corporation as at the end of 31st March, 2024 and of the profit of the Company for the year ended on that date.

d) The Annual Accounts of the Company have been prepared on the on-going concern basis.

e) That they have laid down internal financial controls commensurate with the size of the Company and that such financial controls were adequate and were operating effectively.

f) That system to ensure compliance with the provisions of all applicable laws was in place and was adequate and operating effectively.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to Section 161 of the Companies Act, 2013 and on the recommendation of the Nomination & Remuneration Committee the Board inducted Mr. Anuj Surana as Non-Executive Independent Director w.e.f. 3^rd Jan, 2024, later on got approval of Shareholders through EGM dated 2^nd March, 2024.

Pursuant to Section 152 of the Companies Act, 2013 Mr. Priyanka Ramesh Shetye, retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. Your Board has recommended her re- appointment.

During the year under review, the Board has accepted resignation of Ms. Pratiksha Pankaj Mashkariya as CFO of the Company w.e.f. 20/06/2023. And appointed her as company secretary of the company w.e.f. 24.06.2023

Ms. Pratiksha Pankaj Mashkariya by professional qualification is a Company Secretary and has a versatile profile both in finance and Secretarial Department therefore appointed her as Company Secretary and Compliance Officer of the Company w.e.f. 24^th June, 2023.

During the year under review, Mr. Mahesh Pandurang Kadge is appointed as CFO of the Company w.e.f. 24^th June, 2023.

The Board has granted their gratitude towards the KMP for their time and experience provided to the Company during their tenure.

DECLARATION OF INDEPENDENCE BY DIRECTORS:

UTILISATION OF THE PROCEEDS FROM RIGHT ISSUE OF EQUITY SHARES T otal Amount Raised Rs. 48,50,07,810/-

Total Utilization of funds as on 30^th June, 2023 in the following table: -

Original Object	Modified Object, if any	Original Allocation as per LOF	Funds Utilised	Amount of Deviation/ Variation for Quarter according to applicable object	Remarks, If any
Working Capital	In addition to the original object as mentioned in the LOF dated 8^th March, 2022, company has taken shareholders approval as on 30^th Sep, 2022 to utilize the funds as per the Main Object, Ancillary and Other Objects as per the MOA of the Company.	Rs.39,38,23,000.00	-	-	The total original allocation expenses are excluding the Estimated Issue related Expenses of Rs 50,25,000.00.
1.Trade Receivables		Rs.50,00,000.00	Rs. 38,00,000.00
2.Cash and Cash Equivalents		Rs.2,50,00,000.00	-	-
3.Short-term loans and advances			Rs. 6,88,55,188.00
4.Other Assets (Investment)		Rs.16,00,00,000.00	Rs. 40,26,73,631.00
5. Net Other Current Assets ( Current Assets Less Current Liabilities)		Rs.20,38,23,000.00	Rs. 6,00,000.00
General Corporate purposes		Rs.8,94,60,000.00	Rs.12,96,440.00
TOTAL		Rs.48,32,83,000.00	Rs. 47,72,25,259.00

The total actual expenses till 30th June, 2023 is Rs.44,82,361. During this Quarter the company forfeited 16,50,095 share hence Rs. 33,00,190 (16,50,095* Rs. 2 per share) is not included in the utilization.

The net utilization is Rs. 48,50,07,810 - 44,82,361-33,00,190 = Rs. 47,72,25,259/-.

There has been no deviation in the use of proceeds of the right Issue from the objects stated in the Offer document as p( Regulation 32 of SEBI Listing Regulations. The Company has been disclosing on a quarterly basis to the Audit Committe the usage & application of proceeds of the funds raised from Right Issue and also intimate the Stock Exchange(s) on quarterly basis, as applicable.

SHARE CAPITAL

During the year under review, subsequently on considering the above increase in Share Capital, the Equity Share Capital of the Company as on 31st March, 2024 is as below: -

> Authorized Share Capital of Rs. 44,25,00,000/- (Rupees Forty-Four Crores Twenty-Five Lakhs) divided into 44,25,00,000 (Forty-Four Crores Twenty-Five Lakhs) Equity Shares of Rs. 1/- (Rupees One) each, comprising of

> Issued and Subscribed Share Capital is Rs. 44,07,49,490/- divided into 44,07,49,490 Equity Shares of Rs. 1/- each,

> Paid up share capital is Rs. 43,99,24,442.5 /- divided into Rs. 43,99,24,442.5 Equity Shares of Rs. 1/- each. "GUDGUDIâ

The Company has entered into the growing Digital Media Space with the launch of âGudGudiâ the first OTT Channel dedicated to humour.

OTT Services are amongst the fastest growing Segment of Electronic Media in India and the Company aims to be a committed Player with long term plans to be part of the transformation. The Viewers would have free access to GudGudi and enjoy both professionally produced Content as well as User Generated Content. It would stream Comedy Movies and TV Series, Stand-up Comedy and humorous Poetry (Hasya Kavi) Sessions. It would include Classic Shows and Movies from yesteryears to take Viewers down memory lane. It would also be streaming freshly produced Content

made exclusively for Gudgudi as well to attract young Viewers.

The Management is positively hopeful for the generation of good profit from the new venture.

EVALUATION OF BOARD OF DIRECTORS ITS COMMITTEES AND OF INDIVIDUALS:

The performance evaluation of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting held on 3^rd February, 2024. The Directors expressed their satisfaction with the evaluation process, quality, quantity and timeliness of flow of information between the Company''s Management and the Board.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.

POLICIES ON DIRECTORSâ APPOINTMENT AND REMUNERATION:

STATUTORY AUDITORS:

the Board of Directors in their Meeting held on 06^th September, 2023 approved and appointed M/s. Bansal Gourav & Associates, Chartered Accountant, who has submitted their consent and eligibility certificate under Section 139 and sec 141 of the Companies Act, 2013 has been proposed to be appointed in the shareholders Meeting held on 29 th September, 2023 and to hold the office for a period of 5 consecutive years from the conclusion of 51st Annual General Meeting till the Conclusion of 55^th Annual General Meeting of the Company.

AUDITORS REPORT:

No Observations made in the Auditors'' Report and therefore do not call for any further comments under Section 134(1) of the Companies Act, 2013.

INTERNAL AUDITOR:

The Board has appointed Mr. Deepak Mehta as Internal Auditor for the period of 2 years i.e. 2022-2023 and 2023- 2024, who reports to the Audit Committee. Quarterly internal audit reports are submitted to the Audit Committee which reviews the audit reports and suggests necessary action. On the completion of 2 years term of Mr. Deepak Mehta as Internal Auditor. the board has appointed to Mr. Ronak Ashok Surani for the period of 2 years i.e. 2023-2024 and 20242025, as internal Auditor of the Company w.e.f 14.08.2024.

SECRETARIAL AUDIT:

M/s Nitesh Chaudhary & Associates, Practicing Company Secretary, a peer reviewed firm vice Peer Review Certificate no. 2008/2022 has been appointed, pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, to conduct the Secretarial Audit for the financial year 2023-2024. The Secretarial Audit Report as received from Mr. Nitesh Chaudhary is appended to this Report as Annexure I.

There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their report for the financial year ended March 31, 2024.

EXTRACT OF ANNUAL RETURN:

Pursuant to the under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 requirements is given in the Report as Annexure III.

CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS

Company have taken Certificate from Practicing Company Secretary that none of the Directors on the Board of the Company are disqualified as on 31st March, 2024 in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 annexed as Annexure V.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2023-2 024, there are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

The policy on Related Party transaction has been devised by your Company for determining the materiality of transaction with Related Parties and dealing with them AOC-2 is attached as Annexure II.

SUBSIDIARIES / HOLDING/ JOINT VENTURE /ASSOCIATE:

During the year under review, the Company''s Investment in Tmart Platform Private Limited, for more than 51% Equity Shares has been resulting the increase of shareholding in TMARTPLATFORM is became wholly owned subsidiary of the Company.

Upon the acquisition the Tmart Platform Private Limited became the wholly owned Subsidiary Company of the Company.

The Company has sold the entire holding of equity shares ("Sale Shares") of Prime Flix Private Limited ("PFPL") on 12th Aug, 2023 it is no longer subsidiary of the company.

A separate statement containing the salient features of financial statements of Subsidiary Company of your Company forms part of Annual Report in the prescribed Form AOC-1 as Annexure IV in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

The reports on Corporate Governance (Annexure VII) and Management Discussion and Analysis (Annexure VII) for the year under review, as stipulated under regulation 34 and Schedule V of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015 form part of the Annual Report, have been appended to this Report as Annexure VII and Annexure VIII respectively.

NUMBER OF MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss. The intervening gap between the two consecutive meetings did not exceed 120 days as prescribed under the Companies Act, 2013.

The details of the number of meetings of the Board held during the Financial Year 2023-2024 forms part of the Corporate Governance Report

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

AUDITORS CERTIFICATE ON CORPORATE COVERNANCE AND MANAGEMENT REPORT ON CODE OF CONDUCT:

For details, kindly refer the Annexure IX to this Report

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

AFTER COMPLITION OF FINANCIAL YEAR AND BEFORE ADOPTION OF BOARD REPORT FOR 2023-2024:

No material changes and commitments affecting the financial position of the Company occurred during Financial Year 2023-2024, till the date of this report.

RISK MANAGEMENT AND INTERNAL CONTROLS:

The Company has the Risk Management and Internal Control framework in place commensurate with the size of the Company. However, Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis Report that forms part of the Annual Report.

FOREIGN EXCHANGE:

The Company does not have any Foreign exchange earnings / expenses during the year under review and therefore the information in respect of Foreign Exchange Earnings and Outgo as required by Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not provided.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one-time settlement of Loans taken from Banks and Financial Institutions.

CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:

LISTING OF SHARES:

Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing fees for the year 2023-2024.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of investments covered under section 186 of the Companies Act, 2013 will be produced for verification to the members at the Registered Office of the company on their request.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

A report of the Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy Internal Financial Controls is annexed with the Auditors'' Report

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE:

No such order passed during the Financial Year 2023-2024.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

Your company has organized a familiarization programme for the independent directors as per the requirement of the Companies Act, 2013 along with the requirements of SEBI(LODR), Regulations 2015.

POLICY FOR PREVENTION OF INSIDER TRADING & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013, An Internal Complaints Committee has also been setup to redress complaints received on sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy. Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

POLICY ON ORDERLY SUCCESSION FOR APPOINTMENT:

The Board has framed a policy which lays down a framework in relation to Orderly succession of Directors senior Management based on recommendation made by Nomination and Remuneration Committee.

The key features of the policy are as follows:

â¢ Criteria for appointment and removal of Director, key managerial personnel and senior management.

â¢ Criteria for performance evaluation.

â¢ Criteria for fixing the remuneration of Director, key managerial personnel and senior management.

GREEN INITIATIVE IN CORPORATE GOVERNANCE:

The ministry of corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken ''Green initiative in corporate Governance'' and allowed companies to share documents with its shareholders through an electronic mode. Members are requested to support their green initiative by registering/up dating their email addresses, in respect of shares held in dematerialized form with their respective depository participants and in respect of shares held in physical form with RTA of Company.

INVESTOR RELATIONS:

ACKNOWLEDGEMENT:

Mar 31, 2018

DIRECTORS'' REPORT

To,

The members

The Directors are pleased to present the 45^th Annual Report of the Company together with the Audited Statements of Accounts and Auditorsâ Report for the , year ended 31^st March, 2018.

FINANCIAL RESULTS:

_ (Rs. In Lakhs)

Particulars	2017-18	2016-17
Revenue from Interest Income	299.04	418.90
Revenue from Sale of Textile / Commodities	2470.80	1545.51
Total Operation Revenue	2769.84	1964.41
Profit before Dep & interest	24.34	4.80
Depreciation	0.08	0.08
Interest	10.53	1.57
Profit after Dep & Interest and before Tax	13.72	3.14
Provision for Taxation	3.31	0.44
Provision for Tax (deferred)	0.00	0.00
Profit /Loss after Tax	10.41	2.71
Other Comprehensive Income	0.13	(39.30)
Total Comprhensive Income for the period (Comprising Profit and Other Comprehensive Income for the period)	10.54	(36.59)
Earning per equity share	0.04	(0.13)

PERFORMANCE HIGHLIGHTS:

During the year under review the company had two segments i.e. Trading in Textile/commodities (Segment-1) and Finance (Segment-2). It can be seen from the highlights above that the company has generated the total revenue of Rs. 2769.84 lakhs as compared to Rs. 1964.42 lakhs in the previous year, which is almost 1.5 times higher than previous year.

The company has generated total revenue from (Segment-1) â2470.80 lakhs against revenue of â1545.51 in previous year, which is almost 60% higher than the previous year. However the Companies total revenue generation from (Segment-2) is 299.04 lakhs against 418.90 lakhs in last year, which was near about registering decrease of 29%.

The net profit after tax for the year was Rs. 10.41 lakhs as compared to profit of Rs. 2.71 lakhs in the previous year. In all sense the current financial year has been turned out to be profitable year for the Company and Management are having very optimistic concern for the coming years.

DIVIDEND:

With the view to conserve financial resources of the Company, your Directors do not recommend any dividend on equity shares for the year ended 31^st March, 2018.

DEPOSITS:

The company has not accepted any public deposits during the year under review.

AMOUNTS TO BE TRANSFERRED TO RESERVES:

In the current (previous) year, no amount was transferred to General reserve of the Company.

DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to the requirements under section 134(3) (c) of the companies Act, 2013, with respect to the Directorsâ Responsibility Statement, it is hereby confirmed:

a) In the preparation of the annual accounts for the financial year ended 31st March, 2018 the applicable accounting standards have been followed.

b) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the State of affairs of the corporation as at the end of March 31, 2018 and of the profit of the Company for the year ended on that date.

d) The Annual Accounts of the Company have been prepared on the on-going concern basis.

e) That they have laid down internal financial controls commensurate with the size of the Company and that such financial controls were adequate and were operating effectively.

f) That system to ensure compliance with the provisions of all applicable laws was in place and was adequate and operating effectively.

SHIFTING OF REGISTERED OFFICE WITH LOCAL LIMITS:

The Company in order have better administration has shifted its registered office to Unit No. 506, Link Plaza, Opp. Lashkaria Tower, Off. New Link Road, Andheri (West), Mumbai, Maharashtra, - 400053 within the Local limits of same city in compliance of Section 12 of the Companies Act, 2013 and has filed necessary forms with the ROC, Mumbai.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review there was no change in Directorship on the Board. Ms. Khushboo Jain, Ex-Company Secretary of the Company has resigned during the year w.e.f. 9^th June 2017, due her personal reasons and Miss Nimisha Kasat was appointed as a Company Secretray & Compliance Officer of the Company w.e.f. from 12^th December 2017.

Pursuant to Section 152 of the Companies Act, 2013 Mr. Tejas Hingu, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Board has recommended his reappointment. Further In terms of Section 161 of the Companies Act, 2013 he will hold office up to the date of the ensuing Annual General Meeting. The Company has received a notice in writing pursuant to Section 160 of Companies Act, 2013, proposing his candidature ship. The Board inducted on Board Mr. Tejas Hingu as an additional director of the Company w.e.f 16 May, 2018 and designated him as a Managing Director upon recommendation of N&R Committee of the Board w.e.f August 14, 2018. The company is seeking members approval in connection with the same at ensuing general meeting.

DECLARATION OF INDEPENDENCE BY DIRECTORS:

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfil all the conditions specified in the Companies Act, 2013 and as specified under Regulation 16(1)(b) of the listing regulations in respect of their position as an "Independent Directors.

POLICIES ON DIRECTORSâ APPOINTMENT AND REMUNERATION:

The Company follows a policy on remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination and Remuneration Committee and the Board. The policy is available on the website of the company viz www.gromotrade.com

EVALUATION OF BOARD OF DIRECTORS:

Pursuant to the provisions of the Act and Schedule V of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015, the Nomination and Remuneration Committee of the Board carried out the annual evaluation of the performance of the Board as a whole, the Directors individually as well as of various Committees of the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

STATUTORY AUDITORS:

M/s. R. Soni & Co, Chartered Accountants having Registration No. 130349W, who are Statutory Auditors of the Company appointed as Statutory Auditors of our Company vide the resolution passed by the members of the Company at 42^nd Annual General Meeting of the Company held on 11^th September, 2015 to hold the office for the term of five consecutive year commencing from 2015-16 to 2019-2020, subject to members approval at each annual general meeting.

However Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the 45^th AGM.

As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. R. Soni & Co. that their appointment, if made, would be in conformity with the limits specified in the said Section.

There are no qualifications, reservations or adverse remarks made Statutory Auditors in their report for the financial year ended March 31, 2018.

AUDITORS REPORT:

Observations made in the Auditorsâ Report are self-explanatory and therefore do not call for any further comments under Section Section 134(1) of the Companies Act, 2013.

SECRETARIAL AUDIT:

Mr. Nitesh Choudhary, Company Secretary in Practice has been appointed, pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, to conduct the Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report as received from Mr. Nitesh Choudharyis appended to this Report as Annexure I.

COMMENT/EXPLANATION ON REMARKS/OBSERVATIONS/ MADE BY SECRETARIAL AUDITORS:

Mr. Nitesh Choudhary, Company Secretary in Practice in his Report for the financial year 2017-18 have drawn the attention of the management on some observations in their audit reports. In connection with the same, management herewith giving the explanations as follows:

The Company has not registered itself with Professional Tax Department. However Company has deducted Profession Tax from salary of its employee regularly. The Company will soon obtain valid P.T. number and will comply with the same in the future.

It is a matter of fact since last 3 years that the trading in the scrip of the company has been suspended by the BSE due to surveillance measure, the Company is in process of appearing before the SAT in connection with the withdrawal of the order of the SEBI for such suspension for last 3 years without any standing and finding against the Company. The Management is very optimistic with regards to resumption of trading in the scrip of the company this year as company is making every efforts and complianceâs for the same.

As far as demand of Rs. 14.60 Lakhs for A.Y. 2015- 16 is concerned, the management is having opinion that it is likely to be deleted and the Company has preferred an appeal before Commissioner of Income Tax (CIT) against the said demand.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2017-2018, There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

The policy on Related Party transaction has been devised by your Company for determining the materiality of transaction with Related Parties and dealing with them.

EXTRACT OF ANNUAL RETURN:

SUBSIDIARIES/HOLDING/JOINT VENTURE/ASSOCIATE:

The company is not having any subsidiary/holding/joint ventre/associate company during the current or previous year.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

The reports on Corporate Governance and Management Discussion and Analysis for the year under review, as stipulated under regulation 34 and Schedule V of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015 form part of the Annual Report, have been appended to this Report as Annexure IV and Annexure V respectively. Certificate from M/s R. Soni & Co, Plasticising Chartered Accountant, confirming compliance with the requirements of Corporate Governance as stipulated in Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 are annexed as Annexure ''IV & Vâ.

COMPOSITION OF AUDIT. STAKEHOLDER RELATIONSHIP AND NOMINATION &REMUNERATION COMMITTEE:

For details, kindly refer the Corporate Governance Report annexed to this Report as Annexure IV.

AUDITORS CERTIFICATE ON CORPORATE COVERNANCE AND MANAGEMENT REPORT ON CODE OD CONDUCT:

For details, kindly refer the Annexure VI to this Report.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company occurred during Financial Year 2017-18, till the date of this report. Further there was no change in the nature of business of the Company.

CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required under Schedule IV of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015 and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Reports Annexure ''VIIâ.

RISK MANAGEMENT AND INTERNAL CONTROLS:

FOREIGN EXCHANGE:

The Company does not have any Foreign exchange earnings / expenses during the year under review and therefore the information in respect of Foreign Exchange Earnings and Outgo as required by Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not provided.

LISTING OF SHARES:

Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing fees for the year 2018-2019. However Trading in the shares of the company has been suspended by the exchange due to surveillance measures.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

Details of investments covered under section 186 of the Companies Act, 2013 will be produced for verification to the members at the Registered Office of the company on their request.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has established a vigil mechanism to be known as the ''Whistle Blower Policyâ for its Directors and employees, to report instances of unethical behaviour, actual or suspected, fraud or violation of the Companyâs Code of Conduct.

Accordingly, ''Whistle Blower Policyâ has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Chairman of the Audit Committee of the Company.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company has put in place adequate internal financial controls with reference to the Financial Statements commensurate with the size of the Company. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the companyâs policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanism, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

POLICY FOR PREVENTION OF INSIDER TRADING & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

The company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2017-18, no cases in the nature of sexual harassment were reported at any workplace of the company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE:

No such order passed during the Financial Year 2017-18.

POLICY ON ORDERLY SUCCESSION FOR APPOINTMENT:

The Board has framed a policy which lays down a framework in relation to Orderly succession of Directors senior Management based on recommendation made by Nomination and Remuneration Committee.

The key features of the policy are as follows:

- Criteria for appointment and removal of Director, key managerial personnel and senior management.

- Criteria for performance evaluation.

- Criteria for fixing the remuneration of Director, key managerial personnel and senior management. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

Your company has organized a familiarisation programme for the independent directors as per the requirement of the Companies Act 2013 along with the requirements of SEBI (LODR), Regulations 2015.

GREEN INITIATIVE IN CORPORATE GOVERNANCE:

The ministry of corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken ''Green initiative in corporate Governanceâ and allowed companies to share documents with its shareholders through an electronic mode. Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialised form with their respective depository participants and in respect of shares held in physical form with RTA of Company.

INVESTOR RELATIONS:

Your company always endeavours to keep the time of response to shareholders request/grievance at the minimum. Priority is accorded to address all the issues raised by shareholders and provide them a satisfactory reply at the earliest possible time. The Stakeholder Relationship Committee of the board meets periodically and reviews the status of the Shareholdersâ Grievances.

ACKNOWLEDGEMENT:

For & on behalf of Board of Directors

Sd/- Sd/-

Tejas Hingu Upendra Patel

(Managing Director) (Director)

DIN:06936684 DIN:06854187

Place: Mumbai

Date:14/08/2018

Mar 31, 2014

The Members

The Directors present their 41st Annual Report with Audited Statement of Accounts for the year ended on March 31, 2014

Financial Results

Amt In Lacs) Particulars Year Ended Year Ended 31/03/2014 31/03/2013

Income 249.91 11.94

Profit before Dep. & Int. (31.18) 0.62

Depreciation 0.00 0.00

Interest 0.00 0.00

Profit after Depreciation & Interest -31.18 0.62

Provision for Taxation 0.00 0.00

Provision for Tax (deferred) 0.00 0.00

Profit after Tax (31.18) 0.62

Net profit/ (Loss) (31.18) 0.62

Amount Available for Appropriation (31.18) 0.62

Balance carried to Balance Sheet (31.18) 0.62

FINANCIAL HIGHLIGHTS

During the year Company''s total sales including other income is Rs 249.91 lacs as compared to Rs. 11.94 lacs in the previous year and thereby registering an increase of 1993% as compared to the previous year.

DIVIDEND

Your Directors decided to plough back the profit and therefore dividend is not declared.

DIRECTORS

Mr. Dheeraj Shah Promoter Director of the Company is appointed as Managing Director of the Company with effect from 15th May, 2014 for period of five years subject to the approval of shareholders in the ensuing Annual General Meeting.

During the year 2013-14, the Board of Directors appointed Mrs. Sheetal Shah as an Additional Director with effect from 1 October, 2013.. She is being regularized in this Annual General Meeting.

The Board of Directors also appointed Mr. Hetalkumar J. Shah & Mr. Naresh Suresh Gurav as an Additional Director with effect from 15 May, 2014. They are being regularized in this Annual General Meeting.

During the year Mr.Bhupendra Singh Thakur & Mr. Kailash Kahar resigned from directorship as on 1/10/2013 and Mr.Chandresh Kapilmuni Upadhyay, Mr. Arvindkumar Sadashankar Upadhyay & Mr. Suneel Upadhyay Kumar resigned from directorship as on 15/05/2014.The company is thankful for their association.

DEPOSITS

Your company has not accepted any deposits within the meaning of Section 73 of The Companies Act, 2013.

FOREIGN EXCHANGE

There is no inflow and outflow of Foreign Exchange.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March 2014 the applicable accounting standards have been followed, along with proper explanation relating to all material departures.

ii) That they have, in the selection of the accounting policies, consulted the statutory auditors and have 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 financial year and of the profit of the Company for that period.

iii) They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the accounts for the financial year ended 31st March 2014 on a going concern basis.

AUDITORS

M/S. R. Soni & Co., Chartered Accountants statutory auditors of the Company retire at the forthcoming Annual General Meting and, being eligible, offer themselves for re-appointment. The Company has received a certificates from them under Section 139 of the Companies Act, 2013.

AUDITORS REPORT

Observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and Technology absorption is not applicable

PARTICULARS OF EMPLOYEE

The information required under section 217(2A) of the Companies Act 1956, read with the Companies (particulars of employees) Rules 1975, forms part of this report - Not applicable.

LISTING OF SHARES

Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing fees for the year 2013 - 2014.

PREFERENTIAL ALLOTMENT

During the year Company has alloted 82,90,000 equity shares at Rs of Rs.10/- each at premium of Rs 2/- on preferential basis to non promoters on 09/11/2013.

During the year Company has alloted 1,48,50,000 equity shares at Rs of Rs.10/- each at premium of Rs 3/- on preferential basis to non promoters on 17/02/2014.

TAKEOVER

During the year Mr. Dheeraj Shah, Director made an Open Offer for acquisition of Equity Shares of Kamalakshi Finance Corporation Ltd ("Target Company" or "KFCL") to acquire 60,68,400 (Sixty Lakhs Sixty Eight Thousand Four Hundred Only) ("Offer Size") Equity Shares of Rs 10/- each at a price of Rs .13.00/- per fully paid up equity shares of the Target Company representing 26.17% of the total issued, subscribed, paid up and voting capital of the Target Company, pursuant to Share Purchase Agreement (SPA) dated December 02, 2013 of the Target Company by Dheeraj B. Shah ("Acquirer"), under Regulation 15(1) & 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended ("Regulation").

GREEN INITIATIVE IN CORPORATE GOVERNANCE''

The ministry of corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29,2011 respectively), has undertaken ''Green initiative in corporate Governance'' and allowed companies to share documents with its shareholders through an electronic mode. Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialised form with their respective depository participants and in respect of shares held in physical form with Purva Share Registry.

CORPORATE GOVERNANCE COMPLIANCE

As required under the listing agreement with the stock exchange, corporate governance and management discussion and analysis report form part of this Annual Report.

ACKNOWLEDGEMENT

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, suppliers and employees of Companies for extending support during the year.

FOR & ON BEHALF OF THE BOARD

PLACE: MUMBAI Sd/- DATED :17/05/2015 Dheeraj Shah Chairman

Mar 31, 2013

Dear Members,

The Directors are pleased to present their Report together with Audited Statement of Accounts on working of the Company for the year ended 31st March, 2013.

1. FINANCIAL RESULT:

Your company has earned Profit of Rs. 61,844/- (Previous Year - Profit Rs. 1,40,234/-) for the year ended 31st March, 2013.

2. DIVIDEND:

The board of director has recommended a dividend of Rs 0.50 per Equity Share for the financial year ended 31st March 2013.

3. EMPLOYEES:

The requirements of reporting on the Disclosures of particulars as per the Companies (Disclosure of particulars in the reportof the Board of Directors), Rules, 1988 are not applicable to the company.

4. AUDITORS:

M/S. Lahoti Navneet & Co., Chartered Accountants retire at the forthcoming Annual General Meeting and R. Soni & Co. Chartered Accountants, Mumbai as the Auditors of the Company to hold the office till the conclusion of next AGM at the Annual General Meeting. The necessary certificate regarding eligibility under section 224 (IB) of the Companies Act, 1956 has also been received by the Company.

5. BOARD OF DIRECTORS:

The directors retire by rotation and being eligible, offers himself for re-appointment.

6. RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS:

In Pursuance of Section 217(2AA) of the Companies Act, 1956, (the Directors state, as an averment of their responsibility that:

i) The Company has in the preparation of Annual Accounts, followed the applicable Accounting Standards along with proper explanations relating to material departures, if any;

ii) The Directors have 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 ended 31st March 2013.

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956, for safeguarding the assets of the company and for preventing and detecting and other irregularities; and

iv) The Directors had prepared the Annual Accounts on a ''going concern'' basis.

7. ACKNOWLEDGEMENTS :-

Yours Directors express their grateful appreciation for the co-opereation received from Bank and shareholders of the company during the year under review.

FOR & ON BEHALF OF THE BOARD

KAMALAKSHI FINANCE CORPRATION LTD.

CHAIRMAN

PLACE: MUMBAI

DATE: 27/05/2013

Mar 31, 2012

The Directors are pleased to present their Report together with Audited Statement of Accounts on working of the Company for the year ended 31st March, 2012.

1. FINANCIAL RESULT

Your company has earned Profit of Rs. 1,40,234/- (Previous Year - Profit Rs. 1,27,750/-) for the year ended 31st March, 2012.

2. DIVIDEND :

The board of director has recommended a dividend of Rs 0.50 per Equity Share for the financial year ended 31st March 2012.

3. EMPLOYEES :

The requirements of reporting on the Disclosures of particulars as per the Companies (Disclosure of particulars in the report of the Board of Directors), Rules, 1988 are not applicable to the company.

4. AUDITORS :

M/S. Ramesh M. Sheth Associates, Chartered Accountants retire at the forthcoming Annual General Meeting and LAHOTI NAVNEET & CO, Chartered Accountants, Mumbai as the Auditors of the Company to hold the office till the conclusion of next AGM at the Annual General Meeting. The necessary certificate regarding eligibility under section 224 (IB) of the Companies Act, 1956 has also been received by the Company.

5 BOARD OF DIRECTORS:

The directors retire by rotation and being eligible, offers himself for re-appointment.

6. RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS :

In Pursuance of Section 217(2AA) of the Companies Act, 1956, (the Directors state, as an averment of their responsibility that:

i) The Company has in the preparation of Annual Accounts, followed the applicable Accounting Standards along with proper explanations relating to material departures, if any;

ii) The Directors have 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 ended 31st March 2012.

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956, for safeguarding the assets of the company and for preventing and detecting and other irregularities; and

iv) The Directors had prepared the Annual Accounts on a ''going concern'' basis.

7. ACKNOWLEDGEMENTS

Yours Directors express their grateful appreciation for the co-operation received from Bank and shareholders of the company during the year under review.

FOR AND ON BEHALF OF THE BOARD

KAMALAKSHI FINANCE CORPRATION LTD.

CHAIRMAN

place: Mumbai

Date: 13/08/2012

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