Your directors are pleased to present their Twenty-Eighth Report together with Audited Financial Statements for the
year ended March 31, 2025.

FINANCIAL HIGHLIGHTS:

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

FINANCIAL PERFORMANCE:

The equity market in India witnessed a period of high
volatility in the second half of the year. There was a
dramatic fall in valuation triggered by developments
across the globe. Towards the start of the second half
the US Treasury announced changes to their interest
rate policy which led to largescale selling by Foreign
Portfolio Investors. This was followed by an escalation
of hostilities in middle east that increased the fears of a
widespread war. In addition to these global factors, fears
of a deceleration in domestic growth coupled with high
valuations in domestic markets led to a broad-based fall
in the Indian equity markets resulting in Nifty 50 falling by
nearly 9% during this period. For the full year FY 2024¬
25 Nifty 50 returns were only around 5% vis-a-vis around
28% for FY 2023-24.

Total Income:

On a standalone basis, the total income for FY 2024-25
was Rs. 4,619.45 lakhs, which was marginally lower than
Rs. 4,747.96 lakhs in the previous year. While the dividend
income increased, lower gain on fair value changes of
mutual funds, and other investments of Rs. 784.64 lakhs
as compared to Rs. 2,288.84 lakhs in the previous year
resulted in decline in total income.

On a consolidated basis, the total income for FY 2024-25
was Rs. 11,902.94 lakhs as compared to Rs. 10,223.92
lakhs in the previous year, mainly due to higher dividend
income of Rs. 9,900.45 lakhs for the current year as
compared to Rs. 5,512.20 lakhs in the previous year.
However, the gain on fair value changes of mutual funds
and other investments of Rs. 1,685.21 lakhs for the
current year was lower than Rs. 4,455.22 lakhs in the
previous year.

Expenses:

On a standalone basis, the total expenses for FY 2024- 25
at Rs. 279.00 lakhs were marginally higher as compared
to Rs. 253.34 lakhs for the previous year. The increase
was mainly due to increase in employee costs and other
operating costs which were largely along expected lines.
On consolidated basis, the total expenses for FY 2024-25
were Rs. 473.61 lakhs as compared to Rs. 387.30 lakhs
for the previous year mainly due to increase in employee
benefit expenses costs and other operating costs.

Profit After Tax:

Standalone Profit after Tax for FY 2024-25 was Rs.
3070.13 lakhs as compared to Rs. 3,512.11 lakhs during
the previous year, mainly due to lower income.

Consolidated Profit after Tax for FY 2024-25 was Rs.
6859.57 lakhs as compared to Rs. 7,573.02 lakhs during
the previous year, mainly due to lower income.

Amounts proposed to be carried to reserves:

An amount of Rs. 614.03 lakhs has been transferred to
Special Reserve in standalone financial statements as
per the statutory requirements. The Company has not
transferred any amount to General Reserves during the
year.

DIVIDEND:

With a view to conserve resources in the current volatile
environment and to maintain sufficient funds for investment
and working capital requirements, your directors consider
it prudent not to recommend any dividend for the year
under review.

MANAGEMENT DISCUSSION AND ANALYSIS:

a. Industry Structure & Developments, Opportunities
and Future Outlook:

Global economy grew by 3.3% in calendar year
2024, lower than 3.5% for calendar year 2023. Global
growth is expected to slow down further to 2.8% in
2025 led by various factors like continuing geopolitical
conflicts, US trade tariffs and higher interest rates.

India on the other hand has benefitted from stable
macroeconomic environment and declining inflation,
with the real GDP expanding by 6.5% in FY 2024¬
25. The RBI has projected inflation of 4.2% and GDP
growth of 6.5% for FY 2025-26 considering strong
infrastructure push by the Government, expected
reduction in interest rates, expectation of a good
monsoon, stable crude prices, pick up in consumption,
favourable balance of payment and buoyancy in tax
collections.

The Company is a Non-Banking Financial Company
('NBFC') registered with the Reserve Bank of India
as a Non-Deposit Accepting NBFI and derives most
of its revenue from investments. Also, the value of the
stocks, shares and bonds depends on the prevailing
capital markets scenario. The future success of
the Company continues to depend on its ability
to anticipate the volatility of the financial markets,
minimizing risks and increasing returns through
prudent investment decisions.

The investments of the Company are typically
long-term in nature and predominantly in the equity
markets. The Company also invests in companies
where it is a part of the promoter group from a long
term perspective. All investments decisions are
reviewed by the Audit Committee and the Board of
Directors, respectively, on a periodic basis.

b. Risks, Threats and Concerns:

Risk management comprises of identification,
assessment and prioritization of risks followed by
coordinated and economical application of resources
to minimize, monitor and control the probability and/
or impact of loss events or to maximize the value
realization of opportunities in any other uncertain
events or to maximize the realization of opportunities.

The Risk Management Committee ('RMC') of the
Board of Directors manages and monitors the
Company's risks, as detailed herein below under the
heading “Risk Management Process”.

c. Internal control systems and their adequacy:

The Company has an adequate internal audit and
control system that commensurate with its size and
nature of business to ensure operational efficiency,
accuracy and promptness in financial reporting and
compliance of various laws and regulations. The
Audit Committee of the Board of Directors reviews
the Internal Audit Report and the adequacy and
effectiveness of internal controls periodically.

d. Human Resources:

Employee relations continued to remain cordial during
the year under review. As on March 31, 2025, there
were 6 (Six) employees including Key Managerial
Personnel ('KMP') of the Company.

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

Return on Net Worth for FY 2024-25: 0.72%

Return on Net Worth for FY 2023-24: 0.90%

Change in return on Net Worth as compared to
immediately preceding financial year: -20.46%

As compared to the previous year, the Company's
Net Profit and hence the Return on Net Worth has
decreased mainly due to lower gain on fair value
changes of mutual funds and other investments.
Except for this, there is no significant change (i.e.
change of more than 25%) in any other key financial
ratios during the current financial year as compared
to immediately preceding financial year.

CAUTIONARY STATEMENT:

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

SHARE CAPITAL:

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

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting
the financial position of the Company which have occurred
between the end of the financial year on March 31, 2025,
to which the financial statements relate and the date of
this report.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Section 129(3) of the Companies
Act, 2013 ('the Act') and Regulation 34 of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, ('the Listing
Regulations') the Consolidated Financial Statements of
the Company and its subsidiaries, including the statement
containing salient features of the financial statements of
all the subsidiary companies of the Company as set out
in prescribed Form No. AOC-1, forms part of this Annual
Report.

The Consolidated Financial Statements have been
prepared in accordance with the applicable Indian

Accounting Standards issued by the Institute of Chartered
Accountants of India.

SUBSIDIARY COMPANIES:

During the year under review, pursuant to the Share
Purchase Agreement entered by Instant Holdings Limited
(Instant), the Company's wholly owned subsidiary, sold
its entire shareholding in Sudarshan Electronics and TV
Limited (Sudarshan) on May 7, 2024. Consequently,
Sudarshan ceased to be a subsidiary of Instant and step
down subsidiary of the Company with effect from that
date.

As on March 31, 2025, the Company had one wholly
owned subsidiary namely Instant.

Further, the Financial Statements of the subsidiary for the
year ended March 31, 2025 are uploaded on the website
of the Company in accordance with Section 136 of the
Act. The Financial Statements of the subsidiary and the
other related information will be made available to any
Member of the Company seeking such information and
also available for inspection at the Registered Office of
the Company.

As required under Regulation 16(1)(c) of the Listing
Regulations, the Company has formulated the Policy on
Materiality of Subsidiaries and the same is published on the
Company's website at https://www.summitsecurities.net/
files/corporate governance/PolicvonMaterialSubsidiarv.
pdf

DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the Listing Regulations
as amended upto date, the Company has adopted a
Dividend Distribution Policy. The same is published on
the Company's website at https://summitsecurities.net/
files/DividendDistributionPolicy.pdf

RISK MANAGEMENT POLICY/ PROCESS:

The Company had constituted the Risk Management
Committee (“RMC”) in accordance with Regulation 21 of
the Listing Regulations and the Guidelines on Corporate
Governance (“Guidelines”) issued by the Reserve Bank of
India (“RBI”) as applicable to the Company. The terms of
reference of the RMC are in accordance with the aforesaid
Guidelines, the Act and the Listing Regulations.

The RMC had formulated a Risk Management Policy.
This policy defines a process to ensure that a structured,
disciplined and consistent risk strategy, providing guidance
for risk activity within the Company by embedding
Enterprise Risk Management within the culture of the
business is in place.

One of the elements in the Risk Management Process as
defined in the Risk Management Policy, is identification
and assessment of risks. The identified risks pertaining
to the nature of business carried out by the Company
comprise of Strategic Risk, Operational Risk, Sectoral
Risk, ESG related risks, Capital Market Fluctuations Risk,

Regulatory and Compliance Risk, Human Resource Risk,
Information Technology Risk, Liquidity Risk, etc. Risk
mitigation measures are also reviewed alongside the
identified risks. A report on risk evaluation and mitigation
covering the elements of risks, impact and likelihood,
mitigation measures and risk assessment is periodically
presented before the RMC for review and placed before
the Board of Directors for information.

RELATED PARTY TRANSACTIONS:

The Company has in place a Policy on Related Party
Transactions for purpose of identification and monitoring
of Related Party Transactions. The policy was last revised
and approved by the Board of Directors on January 31,
2025, and is published on the Company's website at
https://summitsecurities.net/files/corporate governance/
RelatedPartyTransactionPolicy.pdf

The Company had not entered into any transaction
with related parties during the year under review which
requires reporting in Form No. AOC-2 in terms of the
Section 134(3) and 188(1) of the Act read with Rule 8(1)
of the Companies (Accounts) Rules, 2014.

There are no relationships between the Directors inter¬
se nor any relationship between the Key Managerial
Personnel (KMP) inter-se.

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

ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act read with
Section 92(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, Annual
Return is published on the Company's website at https://
www.summitsecurities.net/files/AGM/MGT-7/MGT-7
FY24-25.pdf

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS:

Since the Company is registered as a Non-Banking
Financial Company (NBFC) not accepting public
deposits, with the Reserve Bank of India and having its
principal business of making investments, the Company
is accordingly exempted from the relevant provisions
under Section 186 (11) of the Act. Further, the Company
has neither given any loans or advances nor guarantees
during the year under review.

PUBLIC DEPOSITS:

Since the Company is registered with the Reserve Bank
of India as an NBFC not accepting public deposits, it is
exempted from the provisions of Section 73 of the Act.

Further, the Company has not accepted public deposits
as defined under RBI's Master Direction on NBFC-
Acceptance of Public Deposit (Reserve Bank) Directions,
2016 as on March 31, 2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Directors:

Based on the recommendations of the Nomination
and Remuneration Committee and the Board of
Directors, the Members of the Company at the
Twenty-Seventh AGM of the Company held on
August 22, 2024, approved and passed the following
Special Resolutions for:

(i) Appointment of Mr. Rohin Feroze Bomanji (DIN:
06971089) as an Independent Director of the
Company for a term of Five (5) consecutive
years with effect from August 1, 2024 until July
31, 2029.

(ii) Appointment of Mr. Sunil Kamalakar Tamhane
(DIN:03179129) as an Independent Director of
the Company for a term of Five (5) consecutive
years with effect from September 16, 2024 until
September 15, 2029.

(iii) Re-appointment of Mr. Ramesh Chandak
(DIN: 00026581) as an Independent Director
of the Company for a second term of Five (5)
consecutive years with effect from September
27, 2024 until September 26, 2029.

During the year under review, upon completion
of their term, the following directors ceased to be
independent directors as per details provided below:

(a) Mr. Hemendra Chimanlal Dalal (DIN:00206232)
ceased to be an independent director pursuant to
completion of his second term of five consecutive
years on September 27, 2024.

(b) Mr. Prem Kapil (DIN: 06921601) ceased to be
an independent director pursuant to completion
of his second term of five consecutive years on
September 27, 2024.

Pursuant to the provisions of the Act and Articles
of Association of the Company, Mr. Manish Jain
(DIN: 05307900), Non-Executive Director, retires by
rotation at the Twenty-Eighth AGM and being eligible,
has offered himself for re-appointment.

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

b. Key Managerial Personnel:

There was no change in the Key Managerial
Personnel of the Company during the year under
review.

As on March 31, 2025, pursuant to the provisions
of sub-section (51) of Section 2 and Section 203 of
the Act read with the rules framed thereunder, the
following persons were the Key Managerial Personnel
of the Company as on March 31,2025:

1. Mr. Arvind Dhumal, Manager;

2. Mr. Anand Rathi, Chief Financial Officer; and

3. Ms. Jiya Gangwani, Company Secretary.

Upon recommendation of the Nomination and
Remuneration Committee, the Board of Directors
of the Company at their meeting held on May 16,
2024, had approved the re-appointment of Mr. Arvind
Dhumal as Manager of the Company for a period
of three (3) years commencing from November 16,
2024 until November 15, 2027 and the members of
the Company had, at their AGM held on August 22,
2024, approved the said re-appointment.

c. Declarations from Independent Directors:

In terms of the provisions of sub-section (6) of
Section 149 of the Act and Regulation 16 and other
applicable provisions under Listing Regulations
including any amendment(s) thereof, the Company
has received declarations from all the Independent
Directors of the Company that they meet with the
criteria of independence as provided in the Act and
the Listing Regulations. There has been no change
in the circumstances affecting their status as an
Independent Director during the year.

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

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

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

d. Familiarization Programme for Independent Directors:

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

MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met four times during the year
ended March 31, 2025, the details of the same are
mentioned in the Corporate Governance Report, which
forms part of this Annual Report.

COMMITTEES:

As on March 31, 2025, the Committees comprised of
mandatory committees as per the Act and the Listing
Regulations viz., Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship
Committee and Risk Management Committee.

The non-mandatory committees comprise of the Asset
Liability Management Committee, IT Strategy Committee,
Information Security Committee and IT Steering
Committee constituted as per applicable RBI guidelines.
Details of the composition of these committees as per
RBI, along with the number of meetings held during the
year and other related details are set out in the Corporate
Governance Report which forms part of this Annual
Report.

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

ANNUAL PERFORMANCE EVALUATION OF BOARD,
ITS COMMITTEES AND DIRECTORS:

The Annual Evaluation, as required under the Act and
the Listing Regulations, has been carried out by the
Board of Directors comprising the performance of Board
of Directors, the performance of each individual Director
(including its Chairman) and its committees. For this
purpose, an Evaluation Questionnaire was prepared
considering the criteria for evaluation in accordance with
the Company's “Nomination and Remuneration Policy”,
approved by the Board of Directors on recommendation
of the Nomination and Remuneration Committee, taking
into account the applicable provisions of the Act and
the rules made thereunder, the Listing Regulations read
with the Circulars issued by SEBI in this regard, which
inter-alia covered various aspects such as participation in
meetings, contribution to strategic decision making, core
governance and compliance, etc. The aforesaid Evaluation
Questionnaire was circulated to all the Directors and their
responses were received in a sealed envelope addressed
to the Chairman of the Board of Directors and results
thereof were then discussed in the next meeting of the
Board of Directors.

NOMINATION AND REMUNERATION POLICY:

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

The detailed Policy is given as Annexure A to this Report
and is also published on the Company's website at https://
www.summitsecurities.net/files/corporate governance/
Nomination and Remuneration Policy.pdf

DIRECTORS RESPONSIBILITY STATEMENT:

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

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

(b) such accounting policies have been selected and
applied consistently and such judgements and
estimates have been made that are reasonable and
prudent to give a true and fair view of the state of
affairs of the Company in the Balance Sheet as at
March 31,2025 and the Statement of Profit and Loss
for the financial year ended March 31, 2025;

(c) proper and sufficient care has been taken for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

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

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

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted vigil mechanism in the form of
Whistle Blower Policy ('WBP') for directors and employees
to report their concerns about unethical behavior, actual
or suspected fraud or violation of the Company's code of
conduct or ethics policy. The WBP is also published on
the Company's website at https://www.summitsecurities.
net/files/corporate governance/Whistle BlowerPolicv.pdf

PARTICULARS OF EMPLOYEES:

a. A statement containing the Disclosures pursuant
to Section 197(12) of the Act and Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached as
Annexure B to this Report.

b. The statements required under Section 197 of the
Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 ('the Rules'), as amended,
will be made available to any Member upon request.
Any member interested in obtaining a copy of the
said statement may write to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, RESEARCH AND DEVELOPMENT,
FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is an NBFC and engaged in investments
and financial activities, its operations do not account for
substantial energy consumption. However, the Company
adopts all possible measures to conserve energy.

The provisions relating to research and development and
technology absorption are not applicable to the Company.
During the year under review, there have been no
transactions in the Company relating to foreign exchange
earnings and outgo.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the introduction of sub-section (9) under
Section 135 of the Act vide the Companies Amendment
Act, 2020, which was effective from January 22, 2021,
the Board of Directors are empowered to perform the
functions of CSR Committee as the annual expenditure is
below the threshold of Rs. 50 Lakhs.

The CSR policy of the Company is published on the
Company's website at https://www.summitsecurities.net/
files/corporate governance/CSR Policv.pdf.

A report on CSR activities as required under the
Companies (Corporate Social Responsibility Policy)
Rules, 2014 is attached as Annexure C to this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

The Company was included in the list of the top 1,000
companies as per average market capitalization as
on December 31, 2024, as published by the Stock
Exchanges, where it is listed namely BSE Limited and
National Stock Exchange of India Limited. Consequently,
in accordance with Regulation 34 read with Regulation
3(2) of the Listing Regulation, the requirement to submit
the Business Responsibility and Sustainability Report
shall be applicable to the Company for the financial year
ending March 31, 2026.

STATUTORY AUDITORS:

The shareholders of the Company had, at the Twenty-
Seventh AGM held on August 22, 2024, approved the
appointment of M/s. D M K H & Co, Chartered Accountants
(Firm Registration No. 116886W) as statutory auditors of
the Company to hold office from the conclusion of Twenty-
Seventh AGM till the conclusion of Thirtieth AGM of the
Company.

M/s. D M K H & Co, Chartered Accountants have confirmed
that they continue to be eligible to act as the Statutory
Auditors of the Company in compliance with Section 139
and 141 of the Act read with rules made there under, the
Listing Regulations and RBI Act, 1934, read with other
relevant Regulations / Notifications / Circulars issued
thereunder, to the extent applicable, for the FY 2025-26.

INTERNAL AUDITORS:

M/s. V. S. Somani & Co, Chartered Accountants were
the Internal Auditors of the Company for FY 2024-25.
They have consented to act as Internal Auditors of the
Company for FY 2025-26.

Based on the recommendations of the Audit Committee,
the Board of Directors had, at their meeting held on May
05, 2025, re-appointed M/s. V. S. Somani & Co., Chartered
Accountants as the Internal Auditors of the Company for
FY 2025-26.

SECRETARIAL AUDITORS:

M/s. Parikh Parekh & Associates, Company Secretaries
were appointed as the Secretarial Auditors for conducting
the Secretarial Audit in accordance with Section 204 of the
Act for the year ended March 31, 2025. The Secretarial
Audit Report prepared in accordance with Section 134(3)
and Section 204(1) of the Act in the prescribed Form No.
MR-3 by M/s. Parikh Parekh & Associates, Company
Secretaries is attached as Annexure D to this Report.

In accordance with the amended provisions of Regulation
24A of the Listing Regulations, the Board of Directors upon
recommendation of the Audit Committee have appointed
M/s. Parikh Parekh & Associates, Practicing Company
Secretaries as the Secretarial Auditors of the Company
for a term of five consecutive years commencing from
financial year 2025-2026 until 2029-2030 subject to
approval of the members at the ensuing AGM. Necessary
resolution(s) for their appointment alongwith their profile/
other requisite details are included in the Notice of the
ensuing AGM of the Company.

SECRETARIAL AUDIT OF MATERIAL UNLISTED
SUBSIDIARY:

Although the provisions of Section 204(1) of the Act,
read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are
not applicable to Instant Holdings Ltd ('Instant'), material
unlisted subsidiary of the Company, Secretarial Audit of
the said subsidiary was carried for the year ended March
31,2025, in accordance with Regulation 24A of the Listing
Regulations. The Secretarial Audit Report of Instant
issued by M/s. Parikh Parekh & Associates, Company
Secretaries is attached as Annexure E to this Report

EXPLANATION AND COMMENTS ON AUDITORS'
REPORT AND SECRETARIAL AUDIT REPORT:

There is no qualification, reservation or adverse remark
or disclaimer made either by the Statutory Auditor in
Auditors Report or by the Company Secretary in Practice
(Secretarial Auditor) in the Secretarial Audit Report.

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

CORPORATE GOVERNANCE:

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

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

There are no significant and material orders passed by
the regulators or courts or tribunals impacting the going
concern status and Company's operations in future.

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

During the year under review, there were no proceedings
made nor were any pending under the Insolvency and
Bankruptcy Code, 2016. There was no instance of one¬
time settlement with Bank or Financial Institution.

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

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

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the
nature of business.

INTERNAL FINANCIAL CONTROLS:

Details in respect of adequacy on internal financial controls
with reference to the financial statements are stated in
the Management Discussion and Analysis section of this
Report.

MAINTENANCE OF COST RECORDS:

The provisions of Section 148(1) of the Act are not
applicable to the Company.

DISCLOSURE UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Board of Directors at their Meeting held on May
23, 2014, constituted Internal Complaints Committee
pursuant to Section 4 of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013 ('the Act').

As per section 6 of the Act, those organizations which
have less than ten employees can refer the complaints
to the Local Committee instead of constituting Internal
Committee. Considering the Company has less than ten
employees, the Board at its meeting held on August 02,
2023, dissolved the Internal Complaints Committee.

However, the Company had not received any complaint
of sexual harassment during the financial year 2024-25.

SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India (ICSI)
has currently mandated compliance with the Secretarial
Standards on board meetings and general meetings.
During the year under review, the Company has complied
with the applicable Secretarial Standards issued by ICSI.

ACKNOWLEDEMENTS:

Your Directors place on record their gratitude for the
continued support and co-operation extended by the
Government authorities, banks, members and employees
of the Company.

On behalf of the Board of Directors

Ramesh Chandak

Chairman
DIN: 00026581

Date: May 05, 2025
Place: Mumbai