To the Members,

Grandma Trading & Agencies Limited

Your Directors have pleasure in presenting the 44 th Annual Report and the Audited Financial Statements of the Company for the year ended 31 st March 2025.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the financial year ended 31 st March, 2025 is summarized below:

(Rs. in Lakhs)

2. STATUS OF COMPANY'S AFFAIRS:

• During the financial year ended 31 st March, 2025 the total revenue from operations of the Company is Rs.27.22 Lakhs as compared to Rs.12.66 for year ended 31 st March, 2024.

• The Loss after tax for the financial year 2024-25 is Rs.145.38 Lakhs as compared to loss of Rs. Rs.2.48 Lakhs in the previous financial year. There is no provision for income tax in the year.

• Your Board is taking effective steps and exploring new business opportunities in real estate redevelopment and facing difficulties in raising funds due to poor financial position.

3. DIVIDEND:

The Board of Directors of your Company, after considering holistically the relevant circumstances, has decided that it would be prudent not to recommend any Dividend for the year 31 st March, 2025 under review.

4. AMOUNT TRANSFERRED TO RESERVES:

The Board of Directors of your Company has decided not to transfer any amount to the reserves for the year 31 st March, 2025 under review.

5. SHARE CAPITAL AND CHANGES THEREIN:

The Paid-up Equity Share Capital of the Company as on 31 st March, 2025 is Rs.13,06,00,000 divided into 13,06,00,000 of Rs.1/- per Equity shares and there are changes in the Capital Structure of the Company.

During the year under review the trading in the equity shares of the Company resumed at the BSE Limited w.e.f. 11 th June, 2024.

6. MATERIAL CHANGES AND COMMITMENTS OCCURRED AFTER THE CLOSE OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT AFFECTING FINANCIAL POSITION OF THE COMPANY:

The Financial statements of the company as on the end of financial year shows an accumulated loss (debit balance of Profit and Loss account) to the tune of Rs.12,99,04,022/ - (Rupees Twelve Crores Ninety Nine Lakhs Four Thousand Twenty Two Only) and in order to balance the financial position of the Company, the board in its meeting dated May 29 th , 2025 has approved the reduction of Share Capital of the Company, subject to the approval of members of the Company and sanction by National Company Law Tribunal to write off Accumulated Losses of Rs.11,75,40,000 (Rupees Eleven Crores Seventy-Five Lakhs Forty Thousand Only) and subsequently upon completion of the scheme balance in Accumulated Losses will be reduced to Rs.1,23,64,022/ - (Rupees One Crore Twenty Three Lakhs Sixty Four Thousand Twenty Two only) and Share capital Account be reduced from 13,06,00,000/ - (Rupees Thirteen Crores Six Lakhs only) to Rs.1,30,60,000/ - (Rupees One Crore Thirty Lakhs Sixty Thousand only).

7. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of your Company meets at regular intervals during the year to discuss on the business and other matters of the Company. The Board met 5 (Five) times during the financial year 2024-2025 and the details about the same are as follows;

8. COMMITTEES OF THE BOARD

As on March 31, 2025, the Board has 03 (Three) Committees as stated follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

During the financial year 2024-25, all recommendations made by the committees were approved by the Board. The composition of the Committees of the Board and the details regarding meetings of the Committees constituted by the Board are set out in the Corporate Governance Report, which forms part of this Annual Report.

9. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:

In terms of Section 134(3) (i) of the Companies Act, 2013, there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relates and the date of the report except as disclosed.

10. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As on 31 st March, 2025, the Company does not have any Subsidiaries, Associate Company and Joint Ventures.

11. DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES ACT, 2013:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 to 76 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the details relating to deposits as also requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

12. PARTICULARS OF LOANS AND INVESTMENTS BY THE COMPANY:

The details regarding Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013 during the year under review are disclosed in the notes accompanying financial statements.

13. ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the Annual Return as on 31 st March, 2025 is available on Company's www.grandmatrading.co.in

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The detailed operational performance of your Company has been comprehensively disclosed in the Management Discussion and Analysis Report which forms an integral part of this Annual Report.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Composition:

The constitution of Board of Director of the company is in compliance with the corporate governance requirement provided under SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 having an optimum combination of executing and nonexecutive directors. At the end of the financial year, the Company's board comprises of 5 (Five) Directors consisting of 3 (Three) Non - Executive Independent Directors, 1 (One) Executive NonIndependent Director and 1 (One) Non-Executive Non-Independent Director.

b) Re-Appointment / Appointment:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Mr. Abhishek Ashar, Director is liable to retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

As required under the SEBI Listing Regulations, particulars of Director seeking appointment / re-appointment at the ensuing General Meeting has been given under Corporate Governance Report and in the Notice of the 44 th Annual General Meeting. The aforesaid Director is not disqualified from being appointed as Director, as specified in Section 164 of the Companies Act, 2013.

The proposal regarding the appointment of the aforesaid Director is placed for your approval. The Board of Directors recommends their appointment.

c) Declaration by Independent Directors:

The Company has received the declaration of Independence as provided under section 149(6) of the Act from all the Independent Directors. Further, the familiarization programme for Independent Directors is also made available on the website of the Company.

d) Number of Meetings of the Board and Committees of the Board:

During the year Five (5) Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations. Detailed information on the meetings of the Board and Committees are included in the Corporate Governance Report, which forms part of this Annual Report.

16. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provision of Section 134(5) of the Company's Act, 2013 confirm that:

a) in the preparation of the annual accounts, for the financial year 31 st March, 2025 All applicable accounting standards had been followed alongwith proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2025 and of the loss of the Company for the Year ended on 31 st March, 2025;

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

d) the directors had prepared annual accounts for the financial year ended 31 st March, 2025 on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the Company and that such internal controls are adequate and were operating effectively; and

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

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

18. MEETING OF INDEPENDENT DIRECTORS:

Independent Directors duly met during the year under review.

19. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, Company has generally complied with all applicable Secretarial Standards.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

As per the provisions of Section 177 of the Act and the Rules made thereunder read with Regulation 23 of SEBI LODR Regulations, the Company has obtained the necessary prior approval of the Audit Committee for all the related party transactions. Further, there were no material related party transactions entered by the Company during the financial year 2024-25. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable.

All the transactions entered into with related parties as defined under the Act and SEBI LODR Regulations during the financial year ended March 31, 2025, were in the ordinary course of business and on arm's length basis.

21. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has implemented such internal financial controls commensurate with the size of Company to provide a true and fair view of the financial statements and has laid down such standards and processes which ensures that the same are adequate and operating efficiently.

22. PARTICULARS OF EMPLOYEES:

There are no such reportable details as required to be disclosed in terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with the Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014, regarding the remuneration etc.

23. DISCLOSURES FOR CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO IN TERMS OF PROVISIONS OF SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013 READ WITH RULE, 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014:

During the financial year considering the nature of activities being carried out by your Company there were no such particulars which are required to be furnished in this report pertaining to conservation of energy and technology absorption and no Foreign Exchange earnings and outgo of the Company were reported during the year.

24. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for determining qualifications, positive attributes, independence of a Director and other matters specified under sub - section (3) of Section 178 of the Act, the said policy is attached as Annexure A.

25. STATUTORY AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, members of the Company at the 43 rd Annual General Meeting held on 30 th September, 2024 the Members had Appointment M/s. Singhvi & Sancheti, Chartered Accountants (Firm Registration No. 103446W) as Statutory Auditors of the Company to hold office for a period of 5 years from the conclusion of 43 rd Annual General Meeting till the conclusion of 48 th Annual General Meeting.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

Auditor's report on the Standalone Financial Statements of the Company for financial year ended March 31 st , 2025 contains qualified opinion which form part of this annual report.

Particulars of Qualified Opinion: The auditors has issued a qualified opinion regarding writing off loans & advances amounting to Rs. 115.49 Lacs as disclosed in the Statement of Profit and Loss.

Management Response: The Company has given certain loans, which are very old and the management has made efforts and now is of the view that likelihood of recovery is very low and therefore, the loan and advances have been written off to the extent of Rs.115.49 Lakhs as disclosed in note 2.27 of the financial statements.

A statement of Impact Audit Qualification is annexed as Annexure- B.

26. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Regulation 24A and other applicable provisions of the SEBI Listing Regulations, read with Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors, at their respective meetings held on May 29, 2025, have approved and recommended the appointment of M/s. Jain Rahul & Associates, Practicing Company Secretaries (COP No. 15504) as the Secretarial Auditor of the Company for a term of up to five (5) consecutive years, i.e., from April 1, 2025 to March 31, 2030, subject to approval of shareholders.

The Secretarial Audit Report issued by M/s. Jain Rahul & Associates, Practicing Company Secretaries, for the financial year ended March 31, 2025, is annexed as Annexure C to this Report. The Secretarial Auditor's Report to the Members does not contain any qualification or observation that has any material adverse effect on the functioning of the Company. It contains certain observations which are self-explanatory.

A detailed proposal for the appointment of the Secretarial Auditor forms part of the Notice convening at the ensuing 44 th Annual General Meeting

The management explanation to the observation of the Secretarial Auditor: The observations of the secretarial auditor are self-explanatory.

27. COST AUDITORS:

Your Company is not required to maintain cost records and to appoint cost auditor accordingly there are no reportable details.

28. RISK MANAGEMENT:

The Board of Director are overall responsible for identifying, evaluating, mitigating and managing significant risks being faced by the Company. The Board had adopted Risk Management policy, which acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed in the Company. Further in the opinion of the Board there is no risk exist which threatens the existence of the Company.

29. CORPORATE SOCIAL RESONSIBILITY:

The Company is not required to form committee and spend the amount as required under Section 135 of the Companies Act, 2013 and the relevant rules, therefore there are no such details which are required to be disclosed.

30. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 ('Listing Regulations') criteria for performance evaluation of Directors was prepared after taking into consideration various aspects of the Board's functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and Non - Independent Director was also carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

31. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 read with Para C of Schedule V of the Listing Regulation, a separate section on corporate governance practices followed by the Company together with a certificate from the Company's Secretarial Auditor Jain Rahul & Associates confirming compliance with the requirements of Corporate Governance by the Company during the financial year 2024-25 which forms an integral part of this report as Annexure - D.

Further the Management's Discussion and Analysis Report for the year under review, as stipulated under Schedule V Para B of the Listing Regulation with the Stock Exchanges is given in Annexure - E to this report.

32. VIGIL MECHANISM:

The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowers can raise and report genuine concerns relating to reportable matters such as breach of code of conduct, fraud, employee misconduct, misappropriation of funds, health and safety matters etc. the mechanism provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and provides for direct access to the chairman of the Audit Committee.

The functioning of the Whistle Blower policy is being reviewed by the Audit Committee from time to time. None of the Whistle Blower has been denied access to the Audit Committee of the Board.

33. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The management has believed in providing a safe and harassment free workplace for every individual working in the Company through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. During the year no such incidents were reported.

The details relating to number of complaints received and disposed off during the financial year 2024-25 are as under:

34. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961.

The company have ensured adherence to all statutory requirements under the Act, including but not limited to the provision of maternity leave, payment of maternity benefits, nursing breaks, and protection against dismissal during maternity leave. As of the date of this statement, there have been no instances of non-compliance or violations reported in relation to the Maternity Benefit Act, 1961.

Therefore, your company hereby confirms that it is in full compliance with the Maternity Benefit Act, 1961, as amended from time to time.

35. IBC CODE & ONE-TIME SETTLEMENT:

There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code). There has not been any instance of one-time settlement of the Company with any bank or financial institution.

36. DISCLOSURE:

The Company has complied with applicable provisions of Secretarial Standards i.e. SS-1 and SS- 2.

37. ACKNOWLEDGMENTS:

The board of Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, the financial institutions, banks, vendors, customers and Shareholders during the year under review. The boards of Directors also wish to place on record their deep sense of appreciation for the committed services by all the employees of the Company.