Directors Report of GAMCO Ltd.

Mar 31, 2025

The Board has pleasure in presenting the 43^rd Annual Report of the Company together with the Audited
Statement of Accounts for the financial year ended on 31^st March, 2025 along with Auditor’s Report thereon.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

During the year under review, the Company registered a profit of H612.15 Lakh before tax for the year
ended March 31, 2025, on a standalone basis. A summary of the financial performance of the Company on
a standalone and consolidated basis for the financial year ended March 31, 2025, is given below:

Particulars	Standalone		Consolidated
	2024-25 Current Year	2023-24 Previous Year	2024-25 Current Year	2023-24 Previous Year
Revenue from Operations	5,018.68	21,129.93	6,150.57	22,055.42
Other Income	78.26	25.34	95.73	32.93
Total Income	5,096.94	21,155.27	6,246.32	22,088.35
Total Expenditure	4,484.79	17,238.62	5,461.19	18,144.93
Share of Profit of Associates	-	-	(0.91)	Nil
Profit/(Loss) before Prior Period Items & Tax	612.15	3,916.65	785.13	3,943.42
Less: Prior period Items	-	-	-	-
Profit/(Loss) Before Tax	612.15	3,916.65	785.13	3,943.42
Less: Taxes	490.24	605	534.71	623.65
Deferred tax charge (credit)	(394.37)	(1.07)	(394.36)	(1.06)
Profit /(Loss) After Tax	516.28	3,312.72	644.78	3,320.83
Less: Profit for the year attributable to Non¬ Controlling Interest	-	-	3.29	2.70
Profit attributable to the Owner of the Company	516.28	3,312.72	640.58	3,318.13
Add: Balance b/f From the previous year	1,383.09	(1,250.32)	1,504.94	(1,133.88)
Other Comprehensive Income/ (Loss) for the year	32.62	31.27	32.62	31.27
Balance available for appropriation	1,932.00	2,093.66	2,178.14	2,215.52
Less: Appropriations: Dividend Paid	-	48.03	-	48.03
Transferred to Statutory Reserve	(103.26)	(662.54)	(128.12)	(662.55)
Balance Profit /(Loss) c/f to the next year	1,828.74	1,383.09	2,050.02	1,504.94

Revenue from operations on a standalone level
during the financial year ended 31^st March, 2025
(FY 2024-25) is substantially lower as compared
to the previous year mainly due to change in
the volume of sale/purchase of investments as
a part of strategic decision of the Board. The
performance of your Company is in line with
the market trend witnessed in the sectors in
which your Company and key performance

indicators are commensurate with the revenue
from operations.

On a consolidated basis your Company’s
performance has been impacted by the
similar strategic decision as mentioned above.
Considering the micro and macro economic
factors having bearing on the operations
of subsidiaries whose accounts have

been consolidated with the Company’s,
overall performance is deemed to be
reasonably satisfactory.

The financial and operational performance
has been discussed in more detail in the
Management Discussion and Analysis Report
forming part of this Report.

2. REVIEW OF OPERATIONS & BUSINESS
ACTIVITIES & FUTURE OUTLOOK

During the year under the review, your Company
has made a Profit after Tax of H516.28 Lakh
as against Profit after Tax H3,312.72 Lakh for
Financial Year 2023-2024 on standalone basis.

During the year under the review, your Company
has made a Profit after Tax of H644.78 Lakh
as against Profit after Tax H3,320.83 Lakh for
Financial Year 2023-2024 on consolidated basis.

Your directors are identifying prospective
areas and will endeavour to make appropriate
investments that will improve the revenue
and other key performance parameters of the
Company in the current Financial Year.

CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of
the Company during the year under review. The
Company is carrying on the business of Non¬
Banking Financial Company and holds a valid
Certificate of Registration issued by Reserve
Bank of India.

3. SHARE CAPITAL

During the year under review as approved by
the shareholders of the Company at the Extra¬
Ordinary General Meeting of the Company, Split
/ Sub-division of shares of the Company took
place on record date 14^th June 2024, from Face
Value of H10/-each to Face value of H2/- each, The
corporate action for credit of the above shares
was effected in accordance with the statutory
timeline stipulated in this regard.

During the financial year ended 31^st March,
2025, the Company has issued bonus equity
shares in the proportion of 5 (Five) Bonus Equity
Share(s) each for every 4 (four) existing Equity
Share(s) of H2/- (Rupees Two Only) each held
by the Members/Beneficial Owners on 21^st
March, 2025 determined as the Record Date
by capitalization of [Share Premium Nil to the
extent of H6,00,35,000] and the Bonus Shares so
distributed shall, for all purposes, rank pari passu
with the existing Equity Share(s) and accordingly

the paid-up share capital of the Company
increased by 30017500 shares.

The Authorised Share Capital of the Company
as on 15^th March, 2025 was increased from
H5,65,30,000 (Rupees Five Crore Sixty-Five
Lakh and Thirty Thousand Only) divided into
2,82,65,000 (Two Crore Eighty-Two Lakh and
Sixty-Five Thousand Only) Equity Shares of
H2/- (Rupees Two Only) each to H15,00,00,000
(Rupees Fifteen Crore Only) divided into
7,50,00,000 (Seven Crore Fifty Lakh Only)
Equity Shares of H2/- (Rupees Two Only) each by
creation of additional 4,67,35,000 (Four Crore
Sixty-Seven Lakh and Thirty-Five Thousand Only)
Equity Shares of H2/- (Rupees Two Only)

The Issued, Subscribed and Paid-up Share
Capital of the Company as at 31^st March, 2025
was H10,80,63000 consisting of 54031500
Equity Shares of H2/-each.

4. TRANSFER TO RESERVES

As required under Section 45IC of the Reserve
Bank of India Act, 1934, 20% of the profits
are required to be transferred to a Special
Reserve Account. An amount of H103.26 Lakh
(FY 2023-24: H662.54 Lakh), has been transferred
to the said Reserve. An amount of H516.28 Lakh
has been carried to the Balance Sheet, as Surplus
to Profit and Loss account.

5. MATERIAL CHANGES AND COMMITMENT IF
ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN
THE ENDS OF THE FINANCIAL YEAR TO
WHICH THIS FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT

No material changes and commitments have
occurred from the date of close of the financial
year till the date of this Report, which affect
the financial position of the Company except
as disclosed.

6. DIVIDEND

Your Directors have recommended a Dividend of
H0.10p (5%) per equity share of face value H2 each
for the financial year ended 31^st March, 2025 to
the members of the Company, payable subject
to approval of the Shareholders at the ensuing
Annual General Meeting (AGM).

7. TRANSFER OF UNCLAIMED DIVIDEND
AND UNCLAIMED SHARES:

In terms of the provisions of Investor Education
and Protection Fund (Accounting, Audit,

Transfer and Refund) Rules, 2016 (including
amendments and modifications, thereof), No
amount of unpaid/ unclaimed dividends were
required to be transferred during the year
under review to the Investor Education and
Protection Fund.

8. SUBSIDIARY AND ASSOCIATE COMPANIES

As at 31^st March, 2025, the Company has 6
(six) unlisted Subsidiary Companies, and 6 (Six)
Associates Companies as mentioned below and
their accounts have been duly consolidated into
the accounts of the Company:

Subsidiary Companies

a) Visco Advisory Pvt. Ltd;

b) Gamco Logistics Pvt. Ltd.;

c) Visco Freehold Pvt. Ltd.;

d) Gamco Industrial and Logistics Park (E) Pvt
Ltd., (Formerly: Visco Glass Works Pvt. Ltd.);

e) Chowrasta Stores Private Limited and;

f) Complify Trade Private Limited
Associate Companies

a) Elika Realestate Pvt. Ltd.

b) Nayek Paper Industries Limited

c) Ancher Freehold Pvt Ltd

d) Dhaataa Property Pvt Ltd

e) Shalimar Gamco Pvt ltd

f) Shalimar Gamco Glasses Pvt Ltd.

During the year under review, Scheme of
Amalgamation of Hodor Trading Private Limited
(Transferor Company) and Complify Trade
Private Limited (Transferee Company) and
their respective shareholders and creditors was
sanctioned by the Hon’ble Regional Director,
Eastern Region vide an order dated July 31,2024.

As a result, Hodor Trading Private Limited, a
wholly owned subsidiary of the Company stands
merged with Complify Trade Private Limited, a
step-down wholly owned subsidiary.

9. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129(3)
of the Act and as stipulated under Regulation
33 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (SEBI LODR),
the Consolidated Financial Statements of the
Company together with the Auditor’s Report
are included in the Annual Report. A separate
statement, containing the salient features
of the Financial Statements of the Associate

& Subsidiary Companies, in the prescribed
Form AOC-1, is annexed as Annexure-1 in the
Annual Report.

The Company has no Material Subsidiary during
the Financial Year ended 31^st March, 2025 as
per SEBI LODR. In accordance with SEBI LODR
Regulations, the Company’s policy specifying the
criteria for determining the Material Subsidiaries
is available in the Company website at https://
www.gamco.co.in/

There has been no change in the nature
of business of subsidiaries during the year
under review.

10. FINANCE

The Company continues to manage its capital,
receivables, inventories and other working
capital parameters in a very prudent and
judicious way. These are kept under strict check
through continuous monitoring. The financing is
done from the Company’s own Equity.

11. RISK MANAGEMENT

Risk Management framework commensurate
with the nature and size of business has
formulated by the Board and is monitored by the
Audit Committee. The aim of risk management
of your Company is to identify, monitor and
take precautionary measures to mitigate the
risks to which your Company is exposed to.
Your Company’s risk management policy is
embedded in the business processes.

12. INTERNAL CONTROLS SYSTEMS AND
THEIR ADEQUACY

The Company has an adequate Internal Control
System, commensurate with the size, scale
and complexity of its operations. The findings
of critical audit observations are placed before
the audit committee on a quarterly basis
for an effective monitoring of controls and
implementation of recommendations. The Audit
Committee regularly reviews the audit findings
as well as the adequacy and effectiveness of the
internal control measures. Further, the Company
has adequate Internal Financial Controls system
in place.

During the year under review, no material or
serious observation has been observed for
inefficiency or inadequacy of such controls.

13. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, as the provisions
of the Companies Act, 2013 on Corporate
Social Responsibility (CSR) became applicable
to the Company, a Policy on Corporate Social

Responsibility was formulated and a Corporate
Social Responsibility Committee constituted
under Section 135(1) of the Companies Act,
2013. Details of CSR Committee and Policy are
set out/ referred in annexure 2.

14. ANNUAL ACCOUNTS AS PER INDIAN
ACCOUNTING STANDARDS (IND AS)

The Company’s Annual Accounts for the F.Y.
2024-25 along with its Subsidiaries have been
prepared as per Indian Accounting Standards
(Ind AS) notified under section 133 of the Act,
Companies (Indian Accounting Standards) Rules,
2015 and other relevant provisions of the Act as
amended from time to time

15. PUBLIC DEPOSITS

The Company is a non-deposit taking Non¬
Banking Financial Company and therefore, it
has not accepted any public deposit during the
year. Further, your Company has not accepted
any deposits within the meaning of Section 73
of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014.

16. RBI GUIDELINES

As a Non-Deposit Taking NBFC, your Company
always strives to operate in compliance with
applicable RBI Laws, Rules and Regulations
and make all efforts necessary towards full
compliance in this respect.

17. PARTICULARS OF LOANS, GUARANTEES
AND INVESTMENTS

The Company is exempted from the applicability
of the provisions of Section 186 of the Companies
Act, 2013 (Act) read with Rule 11 of the
Companies (Meetings of Board and its Powers)
Rules, 2014 and Companies (Meetings of Board
and its Powers) Amendment Rules, 2015 as your
Company is Non-Banking Financial Company.

18. TRANSACTIONS WITH RELATED PARTIES
- SCOPE OF SECTION 188(1) OF THE
COMPANIES ACT, 2013

The Company has duly complied with the
requirements of the Companies Act, 2013 while
dealing with any related parties. The details of
the transaction entered into with the Related
Parties are disclosed in Annexure-3 and notes of
the Financial Statements.

19. AUDITORS
STATUTORY AUDIT

As per the recommendation of Audit Committee,
Board and subsequent approval of the Members

in 40^th Annual General Meeting M/s Pawan
Gupta & Co, Chartered Accountants, (ICAI Firm
Registration Number: 318115E, Peer Review
No.:020836) were appointed as the Statutory
Auditors of the Company at the Annual General
Meeting (‘AGM”) of the Company held on 22^nd
September, 2022, for a term of five consecutive
years commencing from conclusion of the 40^th
AGM up to the conclusion of the 45^th AGM to be
held in the year 2027.

The Statutory Auditor’s report for the year
ended 31^st March, 2025 does not contain any
qualifications, reservations, or adverse remarks
or disclaimer.

SECRETARIAL AUDIT

Pursuant to the provisions of section 204 of
the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 the Company has
appointed Mr. Babu Lal Patni, Practicing
Company Secretaries (FCS-2304) for the financial
year 2024-25 to undertake the Secretarial Audit
of the Company. The Secretarial Audit report
for the financial year ended 31^st March, 2025 is
annexed herewith as Annexure - 4 to this report.

The Secretarial Audit Report does not contain
any qualification, reservation or adverse
remark or disclaimer. During the financial year,
your Company has complied with applicable
Secretarial Standards respectively.

Further, Pursuant to the provisions of section
204 of the Companies Act, 2013 and The
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and SEBI
(LODR) Regulations, 2015, Mr. Babu Lal Patni
(FCS: 2304), Practicing Company Secretary,
a peer reviewed firm, will be appointed as
Secretarial Auditor of the Company to hold office
for a term of 5 years from the ensuing Annual
General Meetings until the conclusion of the
48^th Annual General Meetings of the Company,
subject to shareholders approval.

INTERNAL AUDITORS

M/s Kandoi & Associates, Practicing Chartered
Accountants was appointed by the Board
of Directors as the Internal Auditor of the
Company for the financial year 2024-2025. The
Report of the Internal Audit is placed before
Audit Committee.

COST AUDIT AND COST RECORDS

Maintenance of cost records and requirement
of cost audit as prescribed under the provisions
of Section 148(1) of the Companies Act, 2013 is
not applicable for the Company.

20. DIRECTORS AND KEY MANAGERIAL
PERSONNEL(KMP)

In accordance with the provisions of Section
152 of the Companies Act, 2013 read with the
Articles of Association of the company, Mr. Dipak
Sundarka (DIN: 05297111) Wholetime Director
of the Company, retires by rotation and being
eligible offers himself for re-appointment at
the forthcoming Annual General Meeting. The
Board recommends his re-appointment for the
consideration of the Members at the ensuing
Annual General Meeting of the Company.

During the year under review, Mr. Nitin Daga
(DIN: 08606910) was appointed as Independent
director w.e.f 12^th February, 2025 for the term of
five years. Mr. Niranjan Kumar Choraria, retired as

Independent Director (DIN: 03626290) since his
term expired on 12^th February, 2025.

After the year end, Mr. Dinesh Arya was appointed
as Non-Executive Independent Director of the
Company (Additional) w.e.f. 31^st July, 2025 for
the term of two years, subject to shareholders
approval in ensuing A.G.M.

Ms. Megha Patodia (ACS 48639), was appointed
as Company Secretary & Compliance Officer
of the Company w.e.f. 02^nd August 2024. She
resigned from the said position w.e.f. the close
of business hours on 16^th May, 2025 due to her
personal reasons. Mr. Risbh Kumar Singhi (ACS
52762) was appointed as the Company Secretary
and Compliance Officer of the Company w.e.f.
27^th June, 2025. Mr. Singhi also acts as the nodal
officer of the Company as per IEPF Rules.

The composition of the Board and KMPs as at 31^st March, 2025 is given below:

Sl. No	Name	Designation	Category
1.	Rajeev Goenka#	Non-Executive Director (upto 30th May, 2024) and Managing Director (w.e.f. 31st May, 2024)	Executive Director/Key Managerial Person
2.	Vinay Kumar Goenka*	Non-Executive Director	Non-Executive - Non-Independent Director
3.	Dipak Sundarka	Whole Time Director	Executive Director/ Key Managerial Person
4.	Niranjan Kumar Choraria	Independent Director (upto 12th February 2025)	Non-Executive-Independent Director
5.	Nitin Daga	Independent Director (w.e.f. 12th February 2025)	Non-Executive-Independent Director
6.	Ayushi Khaitan	Independent Director	Non-Executive- Independent Director
7.	Rhythm Arora	Independent Director	Non-Executive- Independent Director
8.	Gopal Kumar Roy	Chief Financial Officer	Key Managerial Person
9.	Megha Patodia (up to 16th May, 2025)	Company Secretary	Key Managerial Person

# Non-Executive Director (upto 30^th May, 2024)

* was Managing Director (up to 30^th May, 2024)

21. DIRECTORS RESPONSIBILITY STATEMENT

In terms of the requirement of Section 134 (3)
(c) of the Companies Act, 2013, your Directors
state that:

a) in the preparation of the annual accounts,
the applicable accounting standards
had been followed along with 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 at the end of the financial
year and of the profit of the Company for
that period;

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 the annual
accounts on a going concern basis;

e) the Directors, in the case of a listed company,
had laid down internal financial controls to
be followed by the company and that such
internal financial controls are adequate and
were operating effectively.; and

f) 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.

22. MEETINGS

During the Financial Year 2024-2025, 8 (Eight)
Board meetings were held on 26^th April, 2024,
31^st May, 2024, 02^nd August, 2024, 16^th October,
2024, 29^th October, 2024, 29^th November, 2024,
28^th January, 2025 and 20^th February, 2025. The
Company is in compliance with the applicable
provisions of the Act with regard to intervening
gap between the two Meetings of the Board and
Committee(s).

23. BOARD EVALUATION

The Board of Directors has carried out an annual
evaluation of its own performance, Board
Committees and individual Directors pursuant
to the provisions of the Companies Act, 2013
and SEBI Listing Regulations.

The performance of the Board was evaluated
by the Board after seeking inputs from all the
directors on the basis of criteria such as the board
composition and structure, effectiveness of board
processes, information and functioning etc.

The performance of the committees was
evaluated by the Board after seeking inputs
from the committee members on the basis of
criteria such as the Composition of Committees,
Effectiveness of Committee Meetings, etc. The
above criteria are broadly based on the Guidance
Note on Board Evaluation issued by the Securities
and Exchange Board of India.

COMMITTEES
Audit Committee

The composition, procedure, role/function
of the Audit Committee complies with the
requirements of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
During the year under review 8 (Eight) meetings
of the Audit Committee were held on 26^th
April, 2024, 31^st May, 2024, 02^nd August, 2024,
16^th October, 2024, 29^th October, 2024, 29^th

24 - GAMCO LIMITED

November,2024, 28^th January, 2025 and 20^th
February, 2025.

During the financial year there was reconstitution
of Audit Committee and the composition of
committee as at 31^st March, 2025 is as follows:

Sl. No	Name	Designation	Category
1.	Nitin Daga	Chairman	Non-Executive- Independent Director
2.	Rajeev Goenka	Member	Executive Director
3.	Ayushi Khaitan	Member	Non-Executive- Independent Director

During the year under review, all
recommendations of the Audit Committee were
accepted by the Board.

Nomination and Remuneration Committee

The nomination and remuneration committee
has been constituted by the Board of Directors
to review and / or recommend regarding the
composition of the Board; identify independency
of Directors and the remuneration of the
Executive Directors of the Company in
accordance with the guidelines lay out by the
statute and the listing agreement with the
stock exchange. The committee evaluates and
approves the appointment and remuneration of
senior executives, the Company’s remuneration
plan, policies and programs and any other
benefits. During the year 3 (Three) meetings of
the nomination and remuneration committee
were held on 31^st May, 2024 and 02^nd August,
2024 and 20^th February, 2025.

During the financial year 2024-25 there was
reconstitution of Nomination and Remuneration
Committee and the composition of committee
as at 31^st March, 2025 is as follows:

Sl. No	Name	Designation	Category
1.	Rhythm Arora	Chairman	Non-Executive- Independent Director
2.	Ayushi Khaitan	Member	Non-Executive- Independent Director
3.	Vinay Kumar Goenka	Member	Non-Executive - Non Independent Director

Stakeholders Relationship Committee

The Stakeholders/Investors Grievance Committee
is constituted to look into the specific complaints
received from the Shareholders of the Company.
During the year under review 1 (One) meeting of
the Stakeholders Relationship Committee were
held on 29^th October, 2024. Investor grievances
are resolved by the Committee who operates
subject to the overall supervision of the Board.
The Committee meets on the requirement basis
during the financial year to monitor and review
the matters relating to investor grievances.

The Company had not received any complaints
from its investors during the FY 2024-25. At
present there are no complaints pending to be
resolved before SEBI SCORES.

During the financial year there was reconstitution
of Stakeholders Relationship Committee and
the composition of committee as at 31^st March,
2025 is as follows:

Sl. No	Name	Designation	Category
1.	Nitin Daga	Chairman	Non-Executive- Independent Director
2.	Ayushi Khaitan	Member	Non-Executive- Independent Director
3.	Dipak Sundarka	Member	Wholetime Director

Allotment Committee

The Allotment Committee was constituted by
the Board at its meeting held on 20^th February,
2025 for the purpose of issuing bonus shares.
The Committee comprises of three Directors,
including one Independent Director and met
on the requirement basis during the year
under review.

During the financial year the composition of
allotment committee as on 31^st March, 2025 is
as follows:

Sl. No	Name	Designation	Category
1.	Rajeev Goenka	Chairman	Managing Director
2.	Ayushi Khaitan	Member	Non-Executive- Independent Director
3.	Nitin Daga	Member	Non-Executive- Independent Director

The Allotment Committee ceased to be in
existence with effect from 27^h June, 2025.

24. POLICY ON DIRECTORS’ APPOINTMENT
AND REMUNERATION AND OTHER DETAILS

A Policy in respect of Directors’ Appointment
and Remuneration and other details has
been made by the Company. The Nomination
and Remuneration Committee approves/
disapproves any such appointments and its
terms in accordance with the Policy formed in
this respect.

25. DECLARATION OF INDEPENDENT
DIRECTOR

The Independent Directors, namely, Mr. Rhythm
Arora, Ms Ayushi Khaitan and Mr. Nitin Daga,
Mr. Dinesh Arya have given declarations that
they meet the criteria required under Section
149(6) of the Companies Act, 2013.

26. CORPORATE GOVERNANCE

A separate Report on Corporate Governance for
the Financial Year ended 31^st March, 2025 is
being annexed herewith this Report as Annexure
- 5.

27. VIGIL MECHANISM/ WHISTLE BLOWER
POLICY

The Company has a Vigil Mechanism / Whistle
Blower Policy to deal with instance of fraud and
mismanagement, if any.

The Policy ensures that strict confidentiality is
maintained whilst dealing with concerns and
also that no discrimination will be made to any
person for a genuinely raised concern.

28. PARTICULARS OF EMPLOYEES

The Company has no employee drawing
remuneration beyond the limit in terms of the
provisions of Section 197(12) of the Act read
with Rules 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014. The prescribed particulars of
remuneration of employees are set out as
Annexure - 6 to this Report.

None of the employees of the Company are
in receipt of remuneration in excess of the
limit prescribed under Section 197(12) of the
Companies Act, 2013, read with Rule 5(1) of the
Companies (appointment and Remuneration of
Managerial Personnel) Rules 2014.

29. ANNUAL RETURN (MGT-7)

The Annual Return in Form MGT-7 will be placed
on the Company’s website at: https://www.
gamco.co.in/.

30. SECRETARIAL STANDARDS OF ICSI

The Company has complied with the
requirements of all applicable Secretarial
Standards issued by Institute of Company
Secretaries of India.

31. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Audit Committee has reviewed the
Management Discussion and Analysis (MDA)
prepared by the Management and the Board has
approved the same. Statements in MDA report of
the Company’s Objective, Projections, Estimates,
Exceptions and Predictions are forward looking
statements subject to the applicable laws and
regulations. Company’s operations are affected
by many external and internal factors which
are beyond the control of the management.
Thus, the actual situation may differ from those
expressed or implied. The Company assumes
no responsibility in respect of forward-looking
statements that may be amended or modified in
future on the basis of subsequent developments,
information or events. Annexure-7

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

The Company has in place a policy on
Prevention, Prohibition and Redressal of Sexual
Harassment of Women at Workplace in line with
the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. All employees
(permanent, contractual, temporary, trainees)
are covered under the policy. There was no
complaint received from any employee during
the Financial Year 2024-25 and hence, no
complaint is outstanding as on 31^st March, 2025
for redressal.

33. COMPLIANCE WITH THE MATERNITY
BENEFIT ACT, 1961

The Company has complied with the provisions
of the Maternity Benefit Act, 1961, including
all applicable amendments and rules framed

thereunder. me Company is committed to
ensuring a safe, inclusive, and supportive
workplace for women employees. All eligible
women employees are provided with maternity
benefits as prescribed under the Maternity
Benefit Act, 1961, including paid maternity
leave, nursing breaks, and protection from
dismissal during maternity leave.

The Company also ensures that no discrimination
is made in recruitment or service conditions on
the grounds of maternity. Necessary internal
systems and HR policies are in place to uphold
the spirit and letter of the legislation.

34. GENDER-WISE COMPOSITION OF
EMPLOYEES

In alignment with the principles of diversity, equity,
and inclusion (DEI), the gender composition of
the Company’s workforce as at the March 31,
2025 was as follows. Male Employees: 6, Female
Employees: 2, Transgender Employees: NIL.

This disclosure reinforces the Company’s efforts
to promote an inclusive workplace culture and
equal opportunity for all individuals, regardless
of gender.

35. OTHER DISCLOSURES

The Auditors of the Company have not reported
any instances of fraud committed in the
Company by its officers or employees as specified
under section 143(12) of the Act, details of which
needs to be mentioned in this Report.

There are no applications made or any proceeding
pending against the Company under Insolvency
and Bankruptcy Code, 2016 (31 of 2016) during
the financial year.

36. LISTING OF SHARES

The equity shares of the Company continue to
be listed at BSE Limited-Scrip Code: 540097
and annual listing fees for the F.Y.-2025-26 have
been paid with due date .

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

The Company is a Non-Banking Financial
Company and therefore, information relating
to Conservation of Energy and Technology
Absorption are not applicable.

The Company has neither earned nor used any
foreign exchange during the year under review.

38. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS

There is no significant material order passed by
the Regulators / Courts which would impact the
going concern status of the Company and its
future operations.

39. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation
for the cooperation and support extended by
the Government, Banks/ Financial Institutions,
and all other business partners and the services
rendered by the employees at all levels who
have been directly or indirectly connected with
the Company.

For and on behalf of the Company GAMCO LIMITED

Sd/- Sd/-

(Dipak Sundarka) (Rajeev Goenka)

Place: Kolkata Wholetime Director Chairman

Date: 21^st August, 2025 DIN: 05297111 DIN: 03472302

---

Mar 31, 2024

The Board has pleasure in presenting the 42nd Annual Report of the Company together with the Audited Statement of Accounts period ended on 31st March, 2024 along with Auditor’s Report thereon.

1. FINANCIAL RESULTS 1.1 Standalone Results

The performance of the Company for the Financial Year ended 31st March, 2024, on a Standalone basis is, summarized below:

(Rs. in Lakhs)
Particulars	31st March, 2024	31st March, 2023
Total Revenue	21129.93	7682.28
Other Income	25.34	119.34
Profit /(Loss) Before Taxation	3916.65	(961.04)
Less: Taxation	603.93	2.65
Profit/ (Loss) After Taxation	3312.72	(963.69)
Less: Net (Loss) / gain on FVTOCI Equity Securities Net of Taxes	31.27	10.77
Total Comprehensive Income / (Loss) for the Year	3343.99	(952.92)

1.2 Consolidated Results

As on 31st March, 2024, the Company has 5 (Five), Subsidiary 1 (One) Step down Subsidiary and 2 (Two) Associates Companies. The performance of the Company for the Financial Year ended 31st March, 2024, on a consolidated basis is, summarized below:

(Rs. in Lakhs)
Particulars	31st March, 2024	31st March, 2023
Total Revenue	22055.42	8385.84
Other Income	32.93	242.32
Profit /(Loss) Before Taxation	3943.42	(837.51)
Less: Taxation	622.59	13.04
Profit/ (Loss) After Taxation	3320.83	(850.55)
Less: Net (Loss) / gain on FVTOCI Equity Securities Net of Taxes	31.27	10.65
Total Comprehensive Income / (Loss) for the Year	3352.10	(839.90)

During the year under review, by an order of the Hon’ble Regional Director (Eastern Region) two wholly owned subsidiary of your Company viz. Skypack Vanijya Private Limited and Twinkle Fiscal & Impex Services Private Limited got amalgamated into your Company on going concern basis with effect from 1st October, 2022.

During the year under review, your Company has invested in its newly incorporated Subsidiary Companies i.e. Visco Advisory Private Limited, Visco Freehold Private Limited and Visco Glassworks Private Limited.

2. REVIEW OF OPERATIONS & BUSINESS ACTIVITIES & FUTURE OUTLOOK

During the year under the review, your Company has made a Profit after Tax of H3,312.72 Lakhs as against Loss after Tax H963.69 Lakhs for Financial Year 2022-2023 on standalone basis.

During the year under the review, your Company has made a Profit after Tax of H3,320.83 Lakhs as against Loss after Tax H850.55 Lakhs for Financial Year 2022-2023 on consolidated basis

The Company is carrying on the business of Non-Banking Financial Company and holds a valid Certificate of Registration issued by Reserve Bank of India. Your directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the company in the current Financial Year.

3. SHARE CAPITAL

The Authorised Share Capital of the Company as on 31st March, 2024 was H5,65,30,000 consisting of 56,53,000 Equity Shares of H10 each.

The Issued, Subscribed and Paid-up Share Capital of the

Company as on 31st March, 2024 was H4,80,28,000 consisting of 48,02,800 Equity Shares of H10 each.

Subsequent to the end of the year under review the authorised share capital has been sub-divided from 56,53,000 Equity Shares of H10 each to 2,82,65,000 Equity Shares of H2 each and the Issued, Subscribed and Paid-up Share Capital of the Company has been sub-divided from 48,02,800 Equity Shares of H10 each 2,40,14,000 Equity Shares of H2 each.

The change in the authorised Share Capital of the Company during the year was subsequent to filing of necessary order passed by the Hon’ble Regional Director (Eastern Region) in the matter of Amalgamation of Skypack Vanijya Private Limited and Twinkle Fiscal & Impex Services Private Limited into your Company.

During the year, the Company has not issued shares with differential voting rights nor any bonus shares nor granted stock options nor sweat equity.

4. TRANSFER TO RESERVES

As required under Section 45IC of the Reserve Bank of India Act, 1934, 20% of the profits are required to be transferred to a Special Reserve Account. An amount of H662.54 lakh (FY 2022-23: H Nil), has been transferred to the said Reserve. An amount of H2,650.18 Lakhs has been carried to the Balance Sheet, as Surplus to Profit and Loss account.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments have occurred from the date of close of the financial year till the date of this Report, which affect the financial position of the Company except as disclosed.

6. DIVIDEND

During the year under the review, your directors had declared an interim dividend of H1/- (10%) per equity share of H10/-each amounting to H48.03 lakhs. Apart from that the Company has not declared any other dividend.

7. CHANGE IN THE NATURE OF BUSINESS

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

8. HOLDING AND SUBSIDIARY

As on 31st March, 2024, the Company has 5 (Five) unlisted Subsidiary Companies, 1 (One) Step down Subsidiary and 2 (Two) Associates Companies:

Subsidiary Companies

a) M/s Visco Advisory Pvt. Ltd;

b) M/s Hodor Trading Private Limited (Formerly known as Marudhar Vintrade Pvt. Ltd.);

c) M/s Visco Freehold Pvt. Ltd.;

d) M/s Visco Glass Works Pvt. Ltd.; and

e) M/s Chowrasta Stores Private Limited Stepdown Subsidiary

a) M/s Complify Trade Private Limited Associate Companies

a) M/s Elika Realestate Pvt. Ltd.

b) M/s Nayak Paper Industries Limited

9. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129(3) of the Act and as stipulated under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements of the Company together with the Auditor’s Report are included in the Annual Report. A separate statement, containing the salient features of the Financial Statements of the Associate & Subsidiary Companies, in the prescribed Form AOC-1, is annexed as Annexure-1 in the Annual Report.

The Company has no Material Subsidiary during the Financial Year ended 31st March, 2024. In accordance with SEBI LODR Regulations, the Company’s policy specifying the criteria for determining the Material Subsidiaries is available in the Company website at www.viscotradeassociates.com.

There has been no change in the nature of business of subsidiaries during the year.

10. FINANCE

The Company continues to manage its capital, receivables, inventories and other working capital parameters in a very prudent and judicious way. These are kept under strict check through continuous monitoring. The financing is done from the Company’s own Equity.

11. RISK MANAGEMENT

In today’s economic environment, Risk Management is a very important part of any form of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company’s risk management policy is embedded in the business processes.

12. INTERNAL CONTROLS SYSTEM AND THEIR ADEQUACY

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The critical audit observations are shared with the audit committee on a quarterly basis for an effective monitoring of controls and implementation of recommendations. The Audit Committee regularly reviews the audit findings as well as the adequacy and effectiveness of the internal control measures. Further, the Company has adequate Internal Financial Controls system in place.

During the year under review, no material or serious

observation has been observed for inefficiency or inadequacy of such controls.

13. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the Company is not required to formulate a Policy on Corporate Social Responsibility or to constitute a Corporate Social Responsibility Committee as it does not fall within the purview of Section 135(1) of the Companies Act, 2013.

14. COMPLIANCE

The Compliance Department of the Company is responsible for independently ensuring that operating and business units comply with regulatory and internal guidelines. The Compliance Department of the Company continuously plays a pivotal role in ensuring implementation of compliance functions in accordance with the directives issued by regulators, the Company’s Board of Directors and the Company’s Compliance Policy. The Audit Committee of the Board reviews the performance of the Compliance Department and the status of compliance with regulatory/internal guidelines on a periodic basis. New Instructions/Guidelines issued by the regulatory authorities were disseminated across the Company to ensure that the business and functional units operate within the boundaries set by regulators and that compliance risks are suitably monitored and mitigated in course of their activities and processes.

15. ANNUAL ACCOUNTS AS PER INDIAN ACCOUNTING STANDARDS (IND AS)

The Company’s Annual Accounts for the F.Y. 2023-24 along with its Subsidiaries has been prepared as per Indian Accounting Standards (Ind AS) notified under section 133 of the Act, Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act. As amended from time to time

16. PUBLIC DEPOSITS

The Company is a non-deposit taking Non-Banking Financial Company and therefore, it has not accepted any public deposit during the year. Further, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

17. RBI GUIDELINES

As a Non-Deposit Taking NBFC, your Company always aims to operate in compliance with applicable RBI Laws, Rules and Regulations and employs its best efforts towards achieving the same.

18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company is exempted from the applicability of the provisions of Section 186 of the Companies Act, 2013 (Act) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Companies (Meetings of Board and its Powers) Amendment Rules, 2015 as your Company is NonBanking Financial Company.

19. TRANSACTIONS WITH RELATED PARTIES - SCOPE OF SECTION 188(1) OF THE COMPANIES ACT, 2013

The Company has duly complied with the requirements of the Companies Act, 2013 while dealing with any related parties. The details of the transaction entered into with the Related Parties are disclosed in Note No. 30 of the Financial Statements.

20. AUDITORS

STATUTORY AUDIT

As per the recommendation of Audit Committee, Board and subsequent approval of the Members in 40th Annual General Meeting M/s Pawan Gupta & Co, Chartered Accountants, (ICAI Firm Registration Number: 318115E) were appointed as the Statutory Auditors of the Company at the Annual General Meeting (‘AGM”) of the Company held on 22nd September, 2022, for a term of five consecutive years commencing from conclusion of the 40th AGM up to the conclusion of the 45th AGM to be held in the year 2027.

The Statutory Auditor’s report for the year ended 31st March, 2024 does not contain any qualifications, reservations, or adverse remarks or disclaimer.

SECRETARIAL AUDIT

Pursuant to the provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed Mr. Babu Lal Patni, Practicing Company Secretaries (FCS-2304) for the financial year 2024-25 to undertake the Secretarial Audit of the Company. The Secretarial Audit report for the financial year ended 31st March, 2024 is annexed herewith as Annexure - 2 to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer. During the financial year, your Company has complied with applicable Secretarial Standards respectively.

INTERNAL AUDITORS

M/s Kandoi & Associates, Chartered Accountants was appointed by the Board of Directors as the Internal Auditor of the Company for the financial year 2023-2024. The Report of the Internal Audit is periodically placed before Audit Committee.

COST AUDIT AND COST RECORDS

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 is not applicable for the Company.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Articles of Association of the company, Mr. Vinay Kumar Goenka (DIN: 01687463) Non-Executive Director of the Company, retires by rotation and being eligible offers himself for re-appointment at the forthcoming Annual General Meeting. The Board recommends his re-appointment for the consideration of the Members at the ensuing Annual General Meeting of the Company.

During the year under review, Mrs. Anju Gupta, (DIN: 01762154) Woman Independent Director resigned w.e.f. 19th September, 2023. Ms. Ayushi Khaitan (DIN: 1071829) was appointed as Woman Independent Director and Mr. Rhythm Arora (DIN:03586033) was appointed as an Independent Directors w.e.f. 18th September, 2023.

Subsequent to the end of the year under review, Mr Vinay Kumar Goenka (DIN:01687463) was re-designated as NonExecutive Non-Independent Director w.e.f. 31st May, 2024 and Mr. Rajeev Goenka (DIN: 03472302) was designated as Managing Director w.e.f. 31st May, 2024.

Ms Manisha Khaitan (ACS: 52851) was appointed as Company Secretary of the Company w.e.f. 24th May, 2023. Ms. Khaitan resigned as the Company Secretary & Compliance Officer of the Company w.e.f. the close of business hours of 31st May, 2024.

Mrs. Megha Patodia (ACS 48639) has been appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 2nd August, 2024.

The Company Secretary continues to act as the secretary to the committees.

The composition of the Board and KMPs as on 31st March, 2024 are given below:

Sl. No	Name	Designation	Category
1.	Rajeev Goenka	Non-Executive Director (upto 3oth May, 2024) and Managing Director (w.e.f. 31st May, 2024)	Executive Director/ Key Managerial Person
2.	Vinay Kumar Goenka*	Non-Executive Director	Non-Executive -Non-Independent Director (w.e.f. 31st May, 2024)
3.	Dipak Sundarka	Whole Time Director	Executive Director/ Key Managerial Person
4.	Niranjan Kumar Choraria	Independent Director	Non-Executive-Independent Director
5.	Ayushi Khaitan	Independent Director	Non-Executive-Independent Director
6.	Rhythm Arora	Independent Director	Non-Executive-Independent Director
7.	Gopal Kumar Roy	Chief Financial Officer	Key Managerial Person
8.	Manisha Khaitan (up to 31st May, 2024)	Company Secretary	Key Managerial Person
* was Managing Director up to 30th May, 2024

22. DIRECTORS RESPONSIBILITY STATEMENT

In terms of the requirement of Section 134 (3) (c) of the Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with 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 at the end of the financial year and of the profit and loss of the company for that period;

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 the annual accounts on a going concern basis;

e) the Directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.; and

f) 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.

23. MEETINGS

During the Financial Year 2023-2024, 9 (Nine) Board meetings were held on 24th May, 2023, 1st August, 2023, 7th August, 2023, 19th August, 2023, 19th September, 2023, 13th October, 2023, 07th November,2023, 13th February, 2024 and 21st March, 2024 The intervening gap between the two Board Meetings was within the period as prescribed under the Companies Act, 2013. The intervening gap between the two Board Meetings was within the limits as prescribed under the Companies Act, 2013.

24. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

The performance of the Individual Director was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

Each Director being evaluated did not participate in the meeting during discussion on his/her evaluation.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the Composition of Committees, Effectiveness of Committee Meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

COMMITTEES Audit Committee

The Composition procedure, role/function of the Audit Committee complies with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review 6 (Six) meetings of the Audit Committee were held on 24th May, 2023, 07th August, 2023, 19th August, 2023, 07th November, 2023, 13th February, 2024 and 21st March, 2024.

All recommendations made by the Audit Committee during the Financial Year 2023-2024 were accepted by the Board of Directors of the Company.

The composition of Audit Committee as on 31st March, 2024 is as follows:

Sl. No	Name	Designation	Category
1.	Niranjan Kumar Choraria	Chairman	Non-Executive-Independent Director
2.	Dipak Sundarka	Member	Executive Director
3.	Vinay Kumar Goenka*	Member	Non-Executive-NonIndependent Director (w.e.f. 31st May, 2024)
4.	Ayushi Khaitan	Member	Non-Executive-Independent Director
* was	Managing Director up to 30th May, 2024

Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted by the Board of Directors to review and / or recommend regarding the composition of the Board; identify independency of Directors and the remuneration of the KMP/ Executive Directors of the Company in accordance with the guidelines lay out by the statute and the listing agreement with the stock exchange. The Committee evaluates and approves the appointment and remuneration of senior executives, the Company’s remuneration plan, policies and programs and any other benefits. During the year 2 (Two) meetings of the nomination and remuneration committee were held on 24th May, 2023 and 19th August, 2023.

The composition of Nomination and Remuneration Committee as on 31st March, 2024 is as follows:

Sl. No	Name	Designation	Category
1.	Niranjan Kumar Choraria	Chairman	Non-Executive-Independent Director
2.	Ayushi Khaitan	Member	Non-Executive-Independent Director
3.	Rajeev Goenka	Member	Non-Executive Director (upto 30th May, 2024) and Managing Director (w.e.f. 31st May, 2024)

Stakeholder Relationship Committee

The Shareholders/Investors Grievance Committee is to look into the specific Complaints received from the Shareholders of the Company. During the year under review 1 (One) meeting of the Stakeholders Relationship Committee were held on 07th November, 2023. Investor grievances are resolved by the Committee who operates subject to the overall supervision of the Board. The Committee meets on the requirement basis during the financial year to monitor and review the matters relating to investor grievances.

The Company had not received any complaints from its investors during the financial year 2023-24. At present there are no complaints pending to be resolved before SEBI SCORES.

The composition of Stakeholder Relationship Committee as on 31st March, 2024 is as follows:

The Company Secretary acts as the Secretary to all the Committee

25. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

A Policy in respect of Directors Appointment and Remuneration and other details has been made by the Company. The Nomination and Remuneration Committee approves/disapproves any such appointments and its terms in accordance with the Policy formed in this respect.

26. DECLARATION OF INDEPENDENT DIRECTOR

The Independent Directors, namely, Mr. Rhythm Arora, Ms Ayushi Khaitan and Mr. Niranjan Kumar Choraria have given declarations that they meet the criteria required under Section 149(6) of the Companies Act, 2013.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Board of Directors has reviewed the Management Discussion and Analysis prepared by the Management. The Independent Auditors have noted its contents. Statement in this report of the Company''s Objective, Projections, Estimates, Exceptions and Predictions are forward looking statements subject to the applicable laws and regulations. Company''s operations are affected by many external and internal factors which are beyond the control of the management. Thus, the

Sl. No	Name	Designation	Category
1.	Niranjan Kumar Choraria	Chairman	Non-Executive-Independent Director
2.	Dipak Sundarka	Member	Executive Director
3.	Vinay Kumar Goenka*	Member	Non-Executive - NonIndependent Director (w.e.f. 31st May, 2024)
* Was Managing Director up to 30th May, 2024

actual situation may differ from those expressed or implied. The Company assumes no responsibility in respect of forwardlooking statements that may be amended or modified in future on the basis of subsequent developments, information or events. The same is annexed as Annexure - 3 to this Report.

28. PARTICULARS OF EMPLOYEES

The Company have no employee drawing remuneration beyond the limit in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of remuneration of employees are set out as Annexure - 4 to this Report.

None of the employees of the Company are in receipt of remuneration in excess of the limit prescribed under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (appointment and Remuneration of Managerial Personnel) Rules 2014.

29. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be made to any person for a genuinely raised concern.

30. CORPORATE GOVERNANCE

A separate Report on Corporate Governance for the Financial Year ended 31st March, 2024 is being annexed herewith this Report as Annexure - 5.

31. ANNUAL RETURN (MGT-7)

The Annual Return in Form MGT-7 will be placed on the Company’s website at: www.viscotradeassociates.in.

32. SECRETARIAL STANDARDS OF ICSI

The Company has complied with the requirements of all applicable Secretarial Standards issued by Institute of Company Secretaries of India.

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

The Company has in place a policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no complaint received from any employee during the Financial Year 2023-24 and hence, no complaint is outstanding as on 31st March, 2024 for redressal.

34. LISTING OF SHARES

The equity shares of the Company continue to be listed at BSE Limited.

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

The Company is a Non-Banking Financial Company and therefore, information relating to Conservation of Energy and Technology Absorption are not applicable.

The Company has neither earned nor used any foreign exchange during the year under review.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant material order passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

37. ACKNOWLEDGEMENTS

Your Company acknowledges thanks to all employees and other officers, Banks, Registrar and Share Transfer Agents (RTA) of the Company, shareholders and outside vendors who have been directly or indirectly connected with the Company for their co-operation, support, hard work and for maintaining harmony in the Company.