3. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company occurred between and at the end of the financial year to which this financial statement relates and the date of this report.

4. TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserves out of the profits earned during FY 2024-25.

5. DIVIDEND

The Board of Directors of the Company has decided not to recommend any Dividend for the financial year 2024-25 due to losses incurred by the Company during current Financial Year.

6. Public Deposit

During the year under review, the Company has not accepted any deposits from the public falling within the meaning of the provisions of Chapter V Acceptance of Deposits under Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

7. Share Capital:

Authorized Share Capital: The Authorized Share Capital of the Company is Rs. 6,50,00,000/- divided into 25,00,000 Equity Shares of Rs. 10/- each and 4,00,000 preference share of Rs. 100 each. During the year under review, the Authorized Equity Share Capital of the Company has been increased from Rs. 2,50,00,000/- divided into 25,00,000 Equity Shares of Rs. 10/- each to Rs. 4,00,00,000 divided into 40,00,000 Equity Shares of Rs. 10/- each. Hence, the revised Authorised Share Capital of Company is Rs. 8,00,00,000 divided into 40,00,000 Equity Shares of Rs. 10/- each and 4,00,000 preference share of Rs. 100 each.

Paid up Share Capital: The Paid up Share Capital of the Company is Rs. 1,00,00,000/- consisting of 10,00,000 Equity Shares of Rs. 10/- each. During the year under review, there has been no change in the Paid up Share Capital of the Company.

8. Corporate Governance:

The Compliance of Corporate Governance is not applicable to the Company

In accordance with the provisions of Section 203 of the Act the following are the Key Managerial Personnel of the Company.

During the year under review Mr. Santosh Gabaji Doke was appointed as Chief Financial Officer on 12^th February, 2025.

During the year under review, Ms. Dimple Jain was appointed as Company Secretary & Compliance Officer of the Company. However, she resigned from the post of Company Secretary & Compliance Officer on 16^th May, 2025. Further, on 30^th May, 2025 Ms. Puja Pratik Mehta was appointed as Company Secretary & Compliance Officer of the Company there were appointment and resignation of the Company Secretary.

During the year under review, performance evaluation of the Board as a whole and that of its Committees and Individual Directors have been carried out as per the provisions of the Act. All Independent Directors of the Company at their meeting held on 25^th March, 2025 have evaluated the performance of the Board as a whole, Committees of Board, the Chairman of the Company and the Non- Independent Directors as per the criteria adopted by the Nomination, Remuneration and Compensation Committee and the Board. The performance evaluation of the Board was based on various parameters such as qualification of Board Members, their diversity of experience and background, whether the Members of the Board met all applicable independence requirements, sufficient number of Board meetings and Committee meetings etc. The performance of the individual Directors was evaluated on parameters such as qualifications, experience, independence, participation in Board Meetings and Committee Meetings, etc.

The evaluation of the Independent Directors was carried out by the entire Board excluding the Independent Director being evaluated.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

15 Board meetings were held during the year 2024-25. The details of Board meetings are given below;

The 38^th AGM of the Company was held on Saturday, September 28, 2024, at 11:30 A.M. at 09 to 12 B-Wing, Kanara Business Centre, Laxmi Nagar Off Ghatkopar Andheri Link Road, Ghatkopar (East), Mumbai

400075.

During the year under review, Extraordinary General Meeting was held on May 23, 2024 and March 22, 2025. No business was transacted through Postal Ballot during the year.

The Independent Directors of the Company met without the presence of other Directors or the Management of the Company.

During the financial year under review, the Independent Directors met 1 (One) time - on 25^th March, 2025. All the Meetings was attended by all the Independent Directors of the Company.

During the year under review the meeting of Audit committees meeting was held on 9^th April, 2024, 17^th July, 2024, 9^th August, 2024, 13^th August, 2024, 14^th August, 2024, 15^th August, 2024, 16^th August, 2024, 21^st August, 2024, 8^th November, 2024 and 12^th February, 2025.

During the year under review the meeting of NRC Committees was held on 30^th December, 2024 and 12^th February, 2025

During the year under review the meeting of Stakeholder Relationship Committees was held on 25^th March, 2025

This is to confirm that the Company has adopted a Code of Conduct for its Board Members and Senior Management Personnel. This Code of Conduct is available on the Company's website. I hereby declare that all the Members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct as adopted by the Company for the year ended 31^st March 2025.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

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

(b) That the Directors have selected such accounting policies and applied them consistently. There is a change in accounting estimate of useful life of transport vehicles based on technical assessment and the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

(c) That the Directors have taken proper and sufficient care 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) That the Directors have prepared the annual accounts on a going concern basis;

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

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

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. H.G.sarvaiya & Company (Firm Registration No.: 115705W) Chartered Accountants were appointed as Statutory Auditors of the Company for a period of five consecutive years, commencing from the conclusion of the 38^th Annual General Meeting to hold office till the conclusion of the 43^rd Annual General Meeting of the Company, to be held in the calendar year 2029.

The Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013. Further, as required under the relevant regulation of SEBI Listing Regulations, the Statutory Auditors had also confirmed that they had subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and they hold a valid certificate issued by the Peer Review Board of ICAI.

The Board at its meeting held on March 25, 2025 has appointed M/s. Manoj Kumar S. Patel & Associates, Chartered Accountants (FRN 141442W), as the Internal Auditor of the Company for the Financial Year 2024-25. The Internal Auditor reports directly to the Chairman of the Audit Committee. The Internal Audit function develops an audit plan for the Company, which covers, inter-alia, corporate, core business operations, as well as support functions and is reviewed and approved by the Audit Committee.

The internal audit approach verifies compliance with the operational and system related procedures and controls. Significant audit observations are presented to the Audit Committee, together with the status of the management actions and the progress of the implementation of the recommendations on a regular basis.

The provisions of Cost Audit and maintenance of cost records as specified by the Central Government under Section 148 of the Act read with the Rules framed thereunder, are not applicable to the Company and hence such accounts and records are not required to be maintained by the Company.

Qualification/Remarks:

During the year, in Consolidated Financial Statement, the Company has not provided interest for delayed period interest cost of Rs. 24,17,269 for the 4^th quarter ending and Rs. 62,13,517/- for the period 01/04/2024 to 31/03/2025.

Management Comments:

The matter in under arbitration and management is of the opinion that the said liability will be waived off.

In accordance to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/ s. Mehta & Mehta, Practicing Company Secretaries to conduct Secretarial Audit for the financial year 2024-25. The Report of the Secretarial Auditor is annexed hereto as Annexure B. The said Report does not contain any qualification, reservation or adverse remark except reservations as follows:

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc., as mentioned above, to the extent applicable, except for the following deviations:

Non-intimation of Board Meeting: The Company did not provide prior intimation to BSE regarding the Board Meetings held for the approval of financial results for the quarters ended March 2024 and June 2024.

Delay in Filing Financial Results: There was a delay of 6 days in filing the financial results for the quarter ended June 2024, which were approved by the Board on 21st August, 2024.

Non-publication in Newspapers: The Company did not publish the financial results for the quarters and year ended March 2024, June 2024, and September 2024 in newspapers, as required under Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The shareholding pattern for the quarter ended June 2024 was filed on 22nd July, 2024, resulting in a delay of 1 day.

The shareholding pattern for the quarter ended September 2024 was filed on 26th October, 2024, resulting in a delay of 5 days.

The annual disclosure under Regulation 31(4) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 is to be filed with 7 (Seven) days from the end of each financial year. The annual disclosure as stated above was filed by the Company on 10^th May, 2024 resulting in delay of 32 days.

The annual report should be submitted by the Company to stock exchange before it is dispatched to the Shareholders as stated in Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Annual General Meeting of the Company was to be held on 28^th September, 2024. The annual report submitted was submitted on 12^th September, 2024.

The Compliance Certificate from Practicing Company Secretary under Regulation 40 (9), of SEBI (Listing Obligation & Disclosure Requirement), Regulations 2015 for the year ended on 31^st March, 2024 was submitted on 24^th August, 2024. Hence, a delay of 145 days.

Non-maintenance of Website Disclosures: The Company has not maintained its website in accordance with the disclosure requirements under Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Non-maintenance of Structured Digital Database (SDD): The Company has not maintained a Structured Digital Database as required under Regulation 3(5) of the SEBI (Prohibition of Insider Trading) Regulations, 2015. Consequently, the Company is reflected as SDD non-compliant on the BSE portal.

During the year under review, Management has declared to the Statutory Auditors that no fraud has been occurred and corrective measure has been adopted by the Company to point out the fraud, if any, occurred.

The Accounting Treatment is in line with the applicable Indian Accounting Standards (IND-AS) recommended by the Institute of Chartered Accountants of India and prescribed by the Central Government.

The performance and financial position of each of the subsidiaries as per Companies Act, 2013 is provided to the financial statement and hence not repeated here for the sake of brevity.

Your Company has in place adequate internal financial controls with reference to financial statements, commensurate with the size, scale and complexity of its operations, which also ensures that all assets are safeguarded and transactions are authorized, recorded and reported correctly. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

During the year under review there were no related parties transaction pursuant to Section 188 of the Companies Act, 2013.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also in compliance with Accounting Standards on

This Policy was considered and approved by the Board.

Following is the Disclosure as required under Para A. Schedule V of SEBI (LODR) Regulation, 2015:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, the Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

The loans and advances made during the year was in compliance with the provision of section 186 of Companies Act, 2013. Further the Company has not made any Investment or given guarantee and securities during the year under review.

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2 relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively have been duly followed by the Company.

The provisions of Section 134(3) (m) of the Companies Act, 2013, relating to conservation of energy and technology absorption are not applicable to the Company. However the Company has been continuously and extensively using technology in its operations. There has been no foreign exchange earnings and foreign exchange outgo during the year under review.

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 as this provision is not applicable to the Company.

There was no compliant received by the Company during the year under the aforesaid Act.

Risk management policy

The company does not envisage any risk, which may threaten the existence of the company. The company takes all necessary steps to identify measures & manage risk effectively.

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

i) Details relating to deposits covered under Chapter V of the Act.

ii) Change in nature of Company's business.

iii) Details of significant and material orders passed by Regulators or Courts or Tribunals impacting the going concern status and the Company's operations in future. iv) Material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year and the date of Report.

v) No material fraud has been reported by the Auditors to the Audit Committee of the Board.

vi) Maintenance of cost records as specified by the Central Government under Sub-section (1) of Section 148 of the Act is not applicable to the Company.

vii) No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

Your Directors would like to place on record their deep sense of gratitude to Bankers, Government Authorities and Shareholders. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board

Place: Mumbai Mr. Lalit L. Chouhan Mr. Ranjan Chona Managing Director Director Date: 12^th July, 2025 DIN: 00081816 02652208