Directors Report of Gogia Capital Growth Ltd.

Mar 31, 2025

Your Directors are pleased to present their Thirty First Annual Report of the company for the year ended 31.03.2025.

Financial Results

The company''s financial performance for the year ended 31.03.2025 is summarized below:

(Rs. in Lakhs)
Particulars	2024-25	2023-24
Revenue from Operations	252.87	-2020.75
Other Income	858.42	130.57
Total Revenue	1111.30	-1890.18
Less: Total Expenses	781.48	356.24
Profit / (Loss) Before Tax and Exception item	329.81	-2246.42
Less: Current Tax	0	0.00
Add : Deferred Tax Asset/(Liability)	1.08	0.00
Profit / (Loss) after Tax	330.89	-2246.42

State of Affairs & Operations

During the financial year 2024-25, the total revenue of the Company stood at Rs.1111.30 Lakhs as compare to that of -Rs.1890.18 Lakhs in the previous year 2023-24.

The Net profit after Tax for the financial year 2024-25 stood at Rs.330.89 Lakhs as compare to the net loss of Rs.2246.42 Lakhs in the previous year 2023-24.

Dividend

Based on the financial results and in order to conserve the resources, your Directors do not recommend payment of any dividend for the year ended 31.03.2025.

Transfer to Reserves

The Company do not propose to transfer any amount to general reserve for the financial year ended 31.03.2025.

Management Discussion and Analysis Report

Management Discussion and Analysis as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) is presented in a separate section forming part of this Annual Report. It provides details about the overall industry structure, global and domestic economic scenarios and developments in business operations / performance of the Company''s business.

Corporate Governance

The report on Corporate Governance as stipulated under Regulation 34 of the Listing Regulations forms an integral part of this Report. The requisite certificate from the Practicing Company Secretary of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

Change in nature of Business

There is no change in the nature of business of the company during the year 2024-25.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 (âthe Actâ) Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed;

b) The selected accounting policies have been applied consistently and the judgments and estimates made 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) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

e) Internal Financial Controls laid down in the company are adequate and were operating effectively;

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

Board of Directors and Key Managerial Personnel

Changes in Board of Directors and other Key Managerial Personnel

Your company is in full compliance of Listing Regulations of SEBI (LODR) Regulations, 2015 and the Companies Act, 2013 with regard to the composition of Board of Directors.

Retire by rotation

Mr. Brijesh Saxena (DIN: 06645560), Directors of the Company, will retire by rotation in the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board recommends his re-appointment as Director.

In accordance with Section 152(7) of the Companies Act, 2013, Mr. Simarjeet Singh Baweja, Non-Executive Director, was deemed to have been reappointed at the 2024 AGM held on 28 June, 2024, as no resolution was passed to fill the vacancy and the director was eligible and willing to continue.

Appointment of Independent Directors

Mr. Rajat Raja Kothari and Mrs. Aanal Mehta were appointed as Independent Directors wef

29/05/2024 pursuant upon resignation by Mr. Rajiv Arora and Mrs. Aarti Wadhwa.

Key Managerial Personnel

As on date, company has following Key Managerial Personnel in compliance with the provisions of section 203 of the Act.

Mr. Ankur Gogia- Managing Director Ms. Bharti Rana - Chief Financial Officer

Ms. Bharti Rana - Company Secretary cum Compliance Officer Board Meetings

Meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance attached to Annual Report.

COMMITTEE OF BOARD

The Company''s Board has the following mandatory committees:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee

Details of terms of reference of the Committees, Committee membership and attendance at meetings are provided in the Corporate Governance Report, which forms part of this Annual Report.

Audit Committee

As on March 31, 2025, the Audit Committee comprises of Mrs. Aanal Mehta, Chairperson (Independent Director), Mr. Rajat Raja Kothari (Independent Director) and Mr. Brijesh Saxena (Executive Director). The Board has accepted all the recommendations made by the Audit Committee from time to time.

The Audit Committee duly met Five (5) times during the financial year from 01.04.2024 to 31.03.2025. The dates on which the meetings were held are as follows:

29.05.2024, 09.08.2024, 14.11.2024, 14.02.205 and 18.03.2025.

The Chief Financial Officer, Statutory Auditors and the Internal Auditors of the Company are permanent invitees to the meetings of the Audit Committee. Company Secretary is the Secretary of the Audit Committee.

Declaration of Independent Directors as on March 31^st, 2025

The Company has two (2) Independent Directors namely Mr. Rajat Raja Kothari and Mrs. Aanal Mehta. All the directors are professionally qualified and possess appropriate balance of skills, expertise and knowledge and are qualified for appointment as Independent Director.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and the Listing regulations.

Auditors

i) Statutory Auditors

M/s. HD Gupta & Associates LLP, Chartered Accountants (ICAI Registration No. 023017N), has been appointed as Statutory Auditors of the company from the conclusion of 31^st AGM to be held on 27.09.2025 till the conclusion of 36^th AGM to be held in the year 2030.

M/s. HD Gupta & Associates LLP, Chartered Accountants have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Audit Report of M/s. HD Gupta & Associates LLP, Chartered Accountants on the Financial Statements of the company for the Financial Year 2024-25 is a part of the Annual Report. The report contains an adverse remark wrt to the Going Concern Status of the company pursuant to NSE''s order dated January 23, 2025. However, the said order has been set aside by SAT vide its order dated June 23, 2025.

ii) Secretarial Auditors

The Board has appointed M/s. Arpit Garg & Associates, Practising Company Secretaries as Secretarial Auditors to conduct an audit of the Secretarial records for the financial year 2024-25.

The Company has received consent from M/s. Arpit Garg and Associates, to act as the Secretarial Auditors for conducting audit of the secretarial records for the financial year ended 31st March, 2025.

The Secretarial Audit Report for the financial year ended 31.03.2025 under the Act read with rules made thereunder and Regulation 24A of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is annexed herewith as Annexure-I to this report.

(iii) Internal Auditors

M/s. Sunil Kulshreshtha & Associates, Chartered Accountants were appointed as Internal Auditors for the financial year 2021-22 and their report are reviewed by the Audit Committee from time to time. As per the recommendations of the Audit Committee, M/s. Sunil Kulshreshtha & Associates, Chartered Accountants are appointed as Internal Auditors of the company for the financial year 2024-25.

Reporting of Frauds by Auditors

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act.

Share Capital

The Paid up Equity Share Capital as at 31.03.2025 stood at Rs. 632.11 Lakhs. During the year under review, there was no change in share capital of company.

During the year, the company has not issued any share capital with differential voting rights, sweat equity or ESOP nor provided any money to the employees or trusts for purchase of its own shares.

Material changes and commitments

No material changes or commitments have occurred between the end of the financial year to which the financial statements relate and the date of this report, affecting the financial position of the Company.

Annual Evaluation of the Board, its Committees and Individual Directors

As required under the Act, an evaluation of the performance of the Independent Directors was carried out by the Board of Directors during the year, based on the criteria laid down by the Nomination and Remuneration Committee. On an overall assessment, it was found that all the Independent Directors have given a good account of themselves. The Board concluded that the Independent Directors individually and collectively were well qualified and their contributions were in the interest of the Company. The Board also carried out the performance evaluation of its Committees.

The Independent Directors in a separate meeting held on 18^th March, 2025 reviewed and evaluated the performance of Non-Independent Directors, Board as a whole and the performance of the Chairman of the Company.

Considering the requirements under the Act, the Independent Directors laid down broad areas for evaluation. After detailed discussion, it was concluded that the performance of the Board collectively and the Directors individually on all counts of evaluation were appreciable.

The performance of the Chairman and Executive Director was evaluated by Independent Directors for leadership and direction to the Company judging as per the parameters of the evaluation criteria and it was noted that their performance was satisfactory. It was further noted that the Chairman took proper initiative in policy decisions making with the senior executives and Board.

The Members of Nomination and Remuneration Committee evaluated the performance of other Board members excluding themselves on the basis of the performance evaluation tools and were satisfied with overall performance of all the Board members and recommended the Board for continuation of the Members of the Board. Based on the recommendation of the Board, the Committee approved the term of appointment/re-appointment of Independent Directors.

Directors'' Appointment and Remuneration

Appointment of Directors on the Board of the Company is based on the recommendations of the Nomination and Remuneration Committee. The Committee identifies and recommends to the Board, persons for appointment on the Board, after considering the necessary and desirable competencies.

In case of Independent Directors (IDs) they should fulfil the criteria of Independence as per the Act, in addition to the general criteria stated above.

The Directors of the Company are paid remuneration as per the Remuneration Policy of the Company, the gist of which is given under the heading ''Remuneration Policy'' herein below.

Remuneration Policy

The Company has a Remuneration Policy relating to remuneration of the Directors, senior management including its Key Managerial Personnel (KMP) and other employees of the Company. The Remuneration Policy is in accordance with Section 178 of the Act and the Rules made thereunder. The salient features of the Policy are given below:

â¢ The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, Key Managerial Personnel and Senior Management Personnel and recommend to the Board for his / her appointment.

â¢ A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment.

â¢ In case of appointment of Independent Director, the Committee shall satisfy itself with

regard to the independent nature of the Director vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

Conservation of Energy, Technology Absorption

Since your Company do not have manufacturing activity, the provisions of section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are not applicable.

Corporate Social Responsibility (CSR)

The provisions of Section 135 of the Companies Act 2013 are not applicable on your Company. Internal Control System and their Adequacy

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Company continues to ensure maintenance of proper and adequate systems and procedures commensurate with its size and nature of its business.

Vigil Mechanism

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behaviour, actual or suspected fraud or violation of Company''s Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at www.gogiacap.com.

SEXUAL HARASSEMENT

Your Company and its Subsidiary have Zero Tolerance towards Sexual Harassment and there were no complaints of any Sexual Harassment during the year under review.

Compliance with the Maternity Benefit Act, 1961

In accordance with the provisions of the Maternity Benefit Act, 1961, the Company affirms that it has complied with all applicable requirements relating to maternity benefits for eligible women employees during the financial year ended March 31, 2025. The Company remains committed to fostering a safe, inclusive, and supportive workplace, and ensures that all statutory entitlements-such as paid maternity leave, nursing breaks, and protection against dismissal are duly extended in line with the Act and relevant labour regulations.

Related Party Transactions

There were certain related parties'' transactions during the financial year 2024-25. Form AOC-2 pursuant to Section 134 (3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is attached as Annexure-II.

Significant Material Orders Passed by Regulators or Courts or Tribunals

The significant orders had been passed by any NSE/SAT wrt temporary suspension of the trading terminals vide NSE''s Committee Order dated 23 January 2025 and SAT Order dated June 23, 2025 had sat aside the said order dated 23 January 2025. Details of the said order has been placed on BSE''s website as well as at our website at www.gogiacap.com .

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under Section 186 of the Act are provided in the notes to the Financial Statements. Also, company has not provided any Loan, Guarantee and made any investment which exceeds the limit as prescribed under The Companies, Act, 2013.

Development and Implementation of a Risk Management Policy

The Company has been addressing various risks impacting the Company. The management is of the belief that the present risk mitigation measures in place are adequate to protect the company''s operations. Major risks identified by the businesses and functions are addressed through mitigating actions on a continuing basis.

Public Deposit

The Company has not accepted any deposits from Shareholders and public falling within the ambit of Section 73 of the Act and rules made there under. There were no deposits, which were claimed and remained unpaid by the Company as on 31.03.2025.

Anti-Sexual Harassment Policy

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year under review, there was no case filed pursuant to the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

Transfer of amount to Investor Education and Protection Fund

The company did not have any funds lying unpaid or unclaimed for a period of seven years as Company has not declared Dividends in last seven (7) years. Therefore, no funds were required to be transferred to Investor education and Protection Fund.

Secretarial Standards of ICSI

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India and approved by the Central Government.

Personnel

There were no employees who were in receipt of emoluments as mentioned in Rule 5(2) of the Companies (Appointment& Remuneration of Managerial Personnel) Rules, 2014.

Foreign Exchange Earning and outgo

Used : Nil

Earned : Nil

Cost Accounting Records

The Company is not required to maintain the cost accounting records in terms of section 148(1) of the Act read with rules made thereunder.

Subsidiaries, loint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company. Acknowledgement

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavours.

Mar 31, 2024

The Directors are pleased to present their Thirtieth Annual Report of the company for the year ended 31.03.2024. Financial Results

The company''s financial performance for the year ended 31.03.2024 is summarized below:

(Rs. in Lakhs)
Particulars	2023-24	2022-23
Revenue from Operations	-2020.75	189.13
Other Income	130.57	279.25
Total Revenue	-1890.18	468.35
Less: Total Expenses	356.24	381.27
Profit / (Loss) Before Tax and Exception item	-2246.42	87.07
Less: Current Tax	0.00	22.00
Add : Deferred Tax Asset/(Liability)	0.00	(3.77)
Profit / (Loss) after Tax	-2246.42	68.84

State of Affairs & Operations

During the financial year 2023-24, the total revenue of the Company stood at -Rs.1890.18 Lakhs as compare to that of Rs.468.35 Lakhs in the previous year 2022-23.

The Net loss after Tax for the financial year 2023-24 stood at -Rs.2246.42 Lakhs as compare to the net profit of Rs.68.84 Lakhs in the previous year 2022-23. The company is hopeful to increase its revenue in future.

Dividend

Based on the financial results and in order to conserve the resources, your Directors do not recommend payment of any dividend for the year ended 31.03.2024.

Transfer to Reserves

The Company do not propose to transfer any amount to general reserve for the financial year ended 31.03.2024. Management Discussion and Analysis Report

Management Discussion and Analysis as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulationsâ) is presented in a separate section forming part of this Annual Report. It provides details about the overall industry structure, global and domestic economic scenarios and developments in business operations / performance of the Company''s business.

Corporate Governance

Change in nature of Business

There is no change in the nature of business of the company during the year 2023-24.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 ("the Actâ) Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed;

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

e) Internal Financial Controls laid down in the company are adequate and were operating effectively;

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

Board of Directors and Key Managerial PersonnelChanges in Board of Directors and other Key Managerial Personnel

Your company is in full compliance of Listing Regulations of SEBI (LODR) Regulations, 2015 and the Companies Act, 2013 with regard to the composition of Board of Directors.

Resignation of Director (Mrs. Sonica Arora)

During the year 2023-24, Mrs. Sonica Arora, Independent Director of the Company had resigned from the office of Independent Director of your Company w.e.f. 04^th May, 2023.

Retire by rotation

Mr. Satish Gogia (DIN: 00932987) and Mr. Brijesh Saxena (DIN: 06645560), Directors of the Company, will retire by rotation in the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment as Director.

Key Managerial Personnel

As on date, company has following Key Managerial Personnel in compliance with the provisions of section 203 of the Act.

Mr. Satish Gogia- Managing Director

Ms. Bharti Rana - Chief Financial Officer

Ms. Bharti Rana - Company Secretary cum Compliance Officer

Board Meetings

Meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance attached to Annual Report.

COMMITTEE OF BOARD

The Company''s Board has the following mandatory committees:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee

Details of terms of reference of the Committees, Committee membership and attendance at meetings are provided in the Corporate Governance Report, which forms part of this Annual Report.

Audit Committee

As on March 31, 2024, the Audit Committee comprises of Mrs. Sonica Arora, Chairperson (Independent Director), Mr. Rajeev Kapur (Independent Director) and Mr. Brijesh Saxena (Executive Director). The Board has accepted all the recommendations made by the Audit Committee from time to time.

The Audit Committee duly met Seven (7) times during the financial year from 01.04.2023 to 31.03.2024. The dates on which the meetings were held are as follows:

04.05.2023, 26.06.2023, 05.07.2023, 31.07.2023, 10.11.2023, 14.02.2024 and 30.03.2024.

Declaration of Independent Directors as on March 31^st, 2024

The Company has two (2) Independent Directors namely Mr. Rajiv Kapur and Mrs. Aarti Tanwar. All the directors are professionally qualified and possess appropriate balance of skills, expertise and knowledge and are qualified for appointment as Independent Director.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and the Listing regulations.

Auditorsi) Statutory Auditors

M/s. Sandeep Kumar Singh & Co., Chartered Accountants (ICAI Registration No. 035528N), were appointed as Statutory Auditors of the company from the conclusion of 25^th AGM held on 30.09.2019 till the conclusion of 30^thAGM to be held in the year 2024.

M/s. Sandeep Kumar Singh & Co., Chartered Accountants have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Audit Report of M/s. Sandeep Kumar Singh & Co., Chartered Accountants on the Financial Statements of the company for the Financial Year 2023-24 is a part of the Annual Report. The report does not contain any qualification, reservation, adverse remark or disclaimer.

ii) Secretarial Auditors

The Board has appointed M/s. Arpit Garg & Associates, Practising Company Secretaries as Secretarial Auditors to conduct an audit of the Secretarial records for the financial year 2023-24.

The Company has received consent from M/s. Arpit Garg and Associates, to act as the Secretarial Auditors for conducting audit of the secretarial records for the financial year ended 31st March, 2024.

The Secretarial Audit Report for the financial year ended 31.03.2024 under the Act read with rules made thereunder and Regulation 24A of the Listing Regulations (including any statutory modification(s) or reenactments) thereof for the time being in force) is annexed herewith as Annexure-I to this report.

(iii) Internal Auditors

M/s. Sunil Kulshreshtha & Associates, Chartered Accountants were appointed as Internal Auditors for the financial year 2021-22 and their report are reviewed by the Audit Committee from time to time.

As per the recommendations of the Audit Committee, M/s. Sunil Kulshreshtha & Associates, Chartered Accountants are appointed as Internal Auditors of the company for the financial year 2023-24.

Reporting of Frauds by Auditors

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act.

Share Capital

The Paid up Equity Share Capital as at 31.03.2024 stood at Rs. 632.11 Lakhs. During the year under review, there was no change in share capital of company.

During the year, the company has not issued any share capital with differential voting rights, sweat equity or ESOP nor provided any money to the employees or trusts for purchase of its own shares.

Material changes and commitments

Annual Evaluation of the Board, its Committees and Individual Directors

The Independent Directors in a separate meeting held on 30^th March, 2024 reviewed and evaluated the performance of Non-Independent Directors, Board as a whole and the performance of the Chairman of the Company.

Directors'' Appointment and Remuneration

In case of Independent Directors (IDs) they should fulfil the criteria of Independence as per the Act, in addition to the general criteria stated above.

The Directors of the Company are paid remuneration as per the Remuneration Policy of the Company, the gist of which is given under the heading ''Remuneration Policyâ herein below.

Remuneration Policy

â¢ A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment.

â¢ In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent nature of the Director vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

Conservation of Energy, Technology Absorption

Since your Company do not have manufacturing activity, the provisions of section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are not applicable.

Corporate Social Responsibility (CSR)

The provisions of Section 135 of the Companies Act 2013 are not applicable on your Company.

Internal Control System and their Adequacy

Vigil Mechanism

Related Party Transactions

There were no related parties'' transactions during the financial year 2023-24. Also, are provided in the accompanying financial statements as NIL. Form AOC-2 pursuant to Section 134 (3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is attached as Annexure-II.

Significant Material Orders Passed by Regulators or Courts or Tribunals

No significant orders have been passed by any Regulators, Courts or Tribunals impacting the going concern status and Company''s operations in future.

Particulars of Loans, Guarantees or Investments

Development and Implementation of a Risk Management Policy

Public Deposit

Anti-Sexual Harassment Policy

Transfer of amount to Investor Education and Protection Fund

Secretarial Standards of ICSI

Personnel

There were no employees who were in receipt of emoluments as mentioned in Rule 5(2) of the Companies (Appointment& Remuneration of Managerial Personnel) Rules, 2014.

Foreign Exchange Earning and outgo

Used : Nil

Earned : Nil

Cost Accounting Records

The Company is not required to maintain the cost accounting records in terms of section 148(1) of the Act read with rules made thereunder.

Subsidiaries, loint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company.

Acknowledgement

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 21st Annual Report and the audited statement of accounts of Company for the year ended March 31,2015.

1. Financial Highlights:

Particulars As on As on 31/03/2015 31/03/2014 (INR) (INR)

Income 34,181,601 329,73,017

Profit before depreciation and tax 11,863,105 10,096,421

Deprecation 2,607,867 24,57,878

Profit before tax 9,255,238 76,38,543

Current Income Tax & Wealth Tax 2,700,000 2,087,225

Deferred Tax 164,037 4,07,854

Profit after tax 6,391,201 41,43,464

Profit carried forward to the Balance 6,391,201 41,43,464 Sheet

Earning per share on Equity Shares of 2.03 1.32 Rs. 10 each

2. Review of Performance:

During financial year 2014-15, EPS has increased from Rs. 1.32/- per share to Rs. 2.03/- per share and Profit before tax has increased by 21.16%

3. Dividend:

In order to utilize the profits for operations of the Company, your Directors do not recommend any dividend.

4. Directors:

Mr. Sandeep Gupta retires by rotation at the ensuing annual general meeting of the Company and being eligible, offer himself for re-appointment.

Your Directors recommends the re-appointment of Mr. Sandeep Gupta as director in the ensuing annual general meeting.

5. Depository System:

As the members are aware, your Company's shares are tradable compulsorily in electronic form and your Company has established connectivity with both the Depositories i.e. National Securities Depository Limited and Central Depository Services India Limited. In view of the numerous advantages offered by the Depository System, members are requested to avail of the facility of dematerialization of the Company's shares on either of the Depositories aforesaid.

6. Insurance:

The properties of the Company are adequately insured.

7. Fixed Deposits:

Your Company has not accepted any fixed deposits from the public under section 58(A) of the Companies Act, 1956 and as such, no amount of principle or interest is outstanding as of the balance sheet date.

8. Human Resource Management:

Harmonious employee relations continued to prevail in the Company. The Company continued its focus on training and development of people through internal and external management development programs.

9. Particulars of Employees:

No employee of the Company was drawing salary as per limits of the provisions of Section 217 of the Companies Act, 1956 and rules framed there under.

10. Responsibility Statement:

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having:

a) followed in preparation of the annual accounts, the applicable standards with proper explanation relating to material departures, where applicable;

b) 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 your Company at the end of the financial year and of the profit of your Company for that period;

c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

d) prepared the annual accounts on a going concern basis.

11. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

Since the Company is not engaged in manufacturing or processing business, the Company has nothing to report in respect of information on conservation of energy and technology absorption as required under section 217(1) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988.

Foreign Exchange Earning and Outgo:

Current Year Previous Year

Earning NIL NIL

Expenditure NIL NIL

12. Corporate Governance:

The Company has complied with the Corporate Governance norms as stipulated under clause 49 of the Listing Agreement. Detailed Report on Corporate Governance forms an integral part of this Report. Certificate of Statutory Auditors confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

13. Management Discussions and Analysis Report:

A detailed review of operations, performance and future outlook of the Company is given separately under the head Management Discussion and Analysis Report.

14. Auditors:

M/s Sunil Kulshreshta & Associates, Chartered Accountants, Statutory Auditors of the Company, holds office until the conclusion of the ensuing annual general meeting and are recommended for re-appointment. A certificate from the auditors has been received to the effect that their re-appointment, if made, would be in accordance with section 224 (1B) of the Companies Act, 1956.

Your Directors recommend the re-appointment of auditors at the ensuing annual general meeting.

15. Compliance Certificate:

Pursuant to the provisions of Section 383A of the Companies Act, 1956, a certificate from the Practicing Company Secretary has been obtained and annexed hereto and the same forms an integral part of the report.

16. Acknowledgements:

Relationship with Stock Exchange and our bankers, Securities and Exchange Board of India & other Regulatory authorities, State Government and Central Government remained excellent during the year under review. Your Directors are grateful for the support extended by them and look forward for receiving their continued support and encouragement.

Your Directors take this opportunity to thank all employees for their dedicated service and contribution made towards the growth of the Company and also for rendering impeccable service to every one of the Company's customers.

And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always placed in us.

For and on behalf of the Board of Directors

(SATISH GOGIA) Chairman & Managing Director

Place: New Delhi Date: 22/05/2015

Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the 20th Annual Report and the audited statement of accounts of Company for the year ended March 31, 2014.

1. Financial Highlights:

Particulars As on As on 31/03/2014 31/03/2013 (INR) (INR)

Income 329,73,017 40,339,289

Profit before depreciation and tax 10,096,421 19,243,655

Deprecation 24,57,878 2,250,142

Profit before tax 76,38,543 16,993,513

Current Income Tax 20,80,000 4,875,000

Deferred Tax 4,07,854 5,71,676

Provision for Wealth Tax 7,225 9,201

Profit after tax 41,43,464 1,15,37,636

Profit carried forward to the Balance Sheet NIl NIL

Earning per share on Equity Shares of Rs.10 each 1.32 3.67

2. Review of Performance:

During financial year 2013-14, EPS has decreased from Rs. 3.67/- per share to Rs. 1.32/- per share and Profit before tax has decreased by 55.05%

3. Dividend:

In order to utilize the profits for operations of the Company, your Directors do not recommend any dividend.

4. Directors:

Mr. Brijesh Saxena retires by rotation at the ensuing annual general meeting of the Company and being eligible, offer himself for re-appointment.

Your Directors recommends the re-appointment of Mr. Brijesh Saxena as director in the ensuing annual general meeting.

5. Depository System:

As the members are aware, your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with both the Depositories i.e. National Securities Depository Limited and Central Depository Services India Limited. In view of the numerous advantages offered by the Depository System, members are requested to avail of the facility of dematerialization of the Company''s shares on either of the Depositories aforesaid.

6. Insurance:

The properties of the Company are adequately insured.

7. Fixed Deposits:

Your Company has not accepted any fixed deposits from the public under section 58(A) of the Companies Act, 1956 and as such, no amount of principle or interest is outstanding as of the balance sheet date.

8. Human Resource Management:

Harmonious employee relations continued to prevail in the Company. The Company continued its focus on training and development of people through internal and external management development programs.

9. Particulars of Employees:

No employee of the Company was drawing salary as per limits of the provisions of Section 217 of the Companies Act, 1956 and rules framed there under.

10. Responsibility Statement:

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having:

a) followed in preparation of the annual accounts, the applicable standards with proper explanation relating to material departures, where applicable;

b) 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 your Company at the end of the financial year and of the profit of your Company for that period;

c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

c) prepared the annual accounts on a going concern basis.

11. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

Since the Company is not engaged in manufacturing or processing business, the Company has nothing to report in respect of information on conservation of energy and technology absorption as required under section 217(1) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988.

Foreign Exchange Earning and Outgo:

Current Year Previous Year

Earning NIL NIL

Expenditure NIL NIL

12. Corporate Governance:

The Company has complied with the Corporate Governance norms as stipulated under clause 49 of the Listing Agreement. Detailed Report on Corporate Governance forms an integral part of this Report. Certificate of Statutory Auditors confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

13. Management Discussions and Analysis Report:

A detailed review of operations, performance and future outlook of the Company is given separately under the head Management Discussion and Analysis Report.

14. Auditors:

M/s Sunil Kulshreshta & Associates, Chartered Accountants, Statutory Auditors of the Company, holds office until the conclusion of the ensuing annual general meeting and are recommended for re-appointment. A certificate from the auditors has been received to the effect that their re-appointment, if made, would be in accordance with section 224 (1B) of the Companies Act, 1956.

Your Directors recommend the re-appointment of auditors at the ensuing annual general meeting.

15. Compliance Certificate:

Pursuant to the provisions of Section 383A of the Companies Act, 1956, a certificate from the Practicing Company Secretary has been obtained and annexed hereto and the same forms an integral part of the report.

16. Acknowledgements:

Relationship with Stock Exchange and our bankers, Securities and Exchange Board of India & other Regulatory authorities, State Government and Central Government remained excellent during the year under review. Your Directors are grateful for the support extended by them and look forward for receiving their continued support and encouragement.

Your Directors take this opportunity to thank all employees for their dedicated service and contribution made towards the growth of the Company and also for rendering impeccable service to every one of the Company''s customers.

And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always placed in us.

For and on behalf of the Board of Directors (SATISH GOGIA) Chairman & Managing Director

Place: New Delhi Date: 22/05/2014

Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the 19* Annual Report and the audited statement of accounts of Company for the year ended March 31. 2013.

1. Financial Highlights:

Particulars As on As on 31/03/2013 31/03/2012 (INR) (INR)

Income 40,339,289 37,881,367

Profit before depreciation and tax 19,243,655 15,144,010

Deprecation 2,250,142 1,863,949

Profit before tax 16,993,513 13,280,061

Current Income Tax 4,875,000 3,700,000

Deferred Tax 571676 573,617

Provision for Wealth Tax 9201 0

Profit after tax 1,15,37,636 9,006,444

Profit carried forward to the Balance Sheet NIL 74,517 247

Earning per share on Equity Shares of Rs. 10 each 3.67 2.86

2. Review of Performance:

During financial year 2012-13. EPS has increased from Rs. 2.86/- per share to Rs 3.67/- per share and Profit before tax has increased by 21.85%

3. Dividend:

In order to utilize the profits for operations of the Company, your Directors do not recommend any dividend,

4. Directors:

Mr. Ashwani Gogia retires by rotation at the ensuing annual general meeting of the Company and being eligible, offer himself for re-appointment.

Your Directors recommends the re-appointment of Mr. Ashwani Gogia as director in the ensuing annual general meeting,

5. Depository System:

As the members are aware, your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with both the Depositories i,e. National Securities Depository Limited and Central Depository Services India Limited. In view of the numerous advantages offered by the Depository System, members are requested to avail of the facility of dematerialization of the Company''s shares on either of the Depositories aforesaid

6, Insurance:

The properties of the Company are adequately insured

7 Fixed Deposits:

Your Company has not accepted any fixed deposits from the public under section 58(A) of the Companies Act, 1956 and as such, no amount of principle or interest is outstanding as of the balance sheet date.

8 Human Resource Management:

Harmonious employee relations continued to prevail in the Company. The Company continued its focus on training and development of people through internal and external management development programs.

9. Partirulars of Employees:

No employee of the Company was drawing salary as per limits of the provisions of Section 217 of the Companies Act, 1956 and rules framed there under.

10. Responsibility statement:

As required under Section 217(2AA) of the Companies AC. 1956. your Directors confirm having:

a) followed in preparation of the annual accounts, the applicable standards with pro explanation relating to material departures, where applicable;

b) selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair veiw of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

c) prepared the annual accounts on a going concern basis.

11. Conservation of energy, tecnology absorption, foreign exchange earnings and outgo:

Since the Company is not engaged in manufacturing or processing business, the Company has nothing to report in respect of information on conservation of energy and technology absobtion as required under section 217(1) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors Rules, 1988.

Foreign Exchange Earnings and Outgo: and Outgo:

Current Year Previous Year

Earning NIL NlL

Expenditure NIL NIL

12. Corporate Governance:

The Company has complied with the Corporate Governance norms as stipulated under clause 49 of the Listing Agreement. Detailed Report on Corporate Governance forms an integral part of this Report. Certificate of Statutory Auditors confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

13. Management Discussions and Analysis Report:

A detailed review of operations, performance and future outlook of the Company is given separately under the head Management Discussion and Analysis Report.

14. Auditors:

M/s Sunil Kulshreshta & Associates, Chartered Accountants, Statutory Auditors of the Company, holds office until the conclusion of the ensuing annual general meeting and are recommended for re-appointment. A certificate from the auditors has been received to the effect that their re-appointment, if made, would oe tn accordance with section 224 <1B) of the Companies Act, 1956.

Your Directors recommend the re-appointment of auditors at the ensuing annual general meeting.

15. Compliance Certificate:

Pursuant to the provisions of Section 383A of the Companies Act, 1956. a certificate from the Practicing Company Secretary has been obtained and annexed hereto and the same forms an integral part of the report.

16. Shifting of Registered Office of the Company:

Pursuant to Section 17 of the Companies Act, 1956. Company passed a special resolution through postal ballot pertaining to alteration of registered office clause of Memorandum of Association on 22nd January, 2013.

As required under the provisions of Companies Act, Company has filed a petition before the Regional Director, Ministry of Corporate Affairs. Northern Region for obtaining approval in respect of said purpose and order is pending to pass at the end of Regional Director.

17. Acknowledgements:

Relationship with Stock Exchange and our bankers, Securities and Exchange Board of India & other Regulatory authorities, State Government and Central Government remained excellent during the year under review. Your Directors are grateful for the support extended by them and look forward for receiving their continued support and encouragement.

Your Directors take this opportunity to thank all employees for their dedicated service and contribution made towards the growth of the Company and also for rendering impeccable service to every one of the Company''s customers.

And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always placed in us.

For and on behalf of the Board of Directors

(SATISH GOGIA)

Chairman & Managing Director

Place: New Delhi

Date: 22/05/2013

Mar 31, 2010

The Directors have pleasure in presenting the 16th Annual Report on the business and operations of the Company for the year ended March 31, 2010.

Financial Highlights

31/03/2010 (INR) 31/03/2009 (INR)

Gross Income 36,064,764 27,404,503

Profit before depreciation and tax 11,781,423 5,467,047

Deprecation 1,768,553 1,337,307

Profit before tax 10,012,870 4,129,740

Current Income Tax 23,09,420 500,000

Fringe Benefit Tax Nil 76,735

Deferred Tax 784,557 1,040,940

MAT Credit Adjustment Nil 425,363

Profit after tax 6,918,893 2,937,428

Profit carried forward to the Balance Sheet 58,238,438 51,364,545 Earning per share on Equity Shares of Rs.10 each 2.45 0.93

Dividend:

The Board of Directors have not recommend any dividend during the year under review. Directors:

Mr. Ashwani Gogia retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for re-appointment.

Depository System:

As the members are aware, your Companys shares are tradable compulsorily in electronic form and your Company has established connectivity with both the Depositories i.e., National Securities Depository Limited and Central Depository Services India Limited. In view of the numerous advantages offered by the Depository System, members are requested to avail of the facility of dematerialization of the Companys shares on either of the Depositories aforesaid.

Insurance:

The properties of the Company are adequately insured. Fixed Deposits:

Your Company has not accepted any fixed deposits from the public. As such, no amount of principle or interest is outstanding as of the balance sheet date.

I Human Resource Management:

Harmonious employee relations continued to prevail in the Company. The Company continued its focus on training and development of people through internal and external management development programmes.

Particulars of Employees:

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 and rules framed there under, are not applicable.

Responsibility Statement:

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having:

a) Followed in preparation of the Annual Accounts, the applicable standards with proper explanation relating to material departures, where applicable;

b) 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-your Company at the end of the financial year and of the profit of your Company for that period;

c) Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

d) Prepared the Annual Accounts on a going concern basis.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The Company has nothing to report in respect of information on conservation of energy and technology absorption as required under section 217(1) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 since the Company is not engaged in manufacturing or processing business. The details regarding foreign exchange earnings and outgo are given as Annexure III to this report.

Foreign Exchange Earning and Outgo:

Current Year Previous Year

Earning NIL (NIL)

Expenditure NIL (NIL)

Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges. A detailed Report on Corporate Governance forms an integral part of this Report. A certificate of Statutory Auditor confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

Management Discussion and Analysis Report:

A detailed review of operations, performance and future outlook of the Company is given separately under the head Management Discussion and Analysis Report.

Auditors:

M/s. Sunil Kulshreshta & Associates, Chartered Accountants, Statutory Auditors of the Company retire and offer themselves for re-appointment as the Statutory Auditors of the Company pursuant to Section 224 of the Companies Act, 1956.

Acknowledgements:

Relationship with Stock Exchange and our bankers, Securities and Exchange Board of India & other Regulatory authorities, State Government and Central Government remained excellent during the year under review. Your Directors are grateful for the support extended by them and look forward to receiving their continued support and encouragement.

Your Directors take this opportunity to thank all employees, for their dedicated service and contribution made towards the growth of the Company and also for rendering impeccable service to every one of the Companys customers.

And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always placed in us.

For and behalf of the Board of Directors

Place : New Delhi SATISH GOGIA

Date : 15/06/2010 Chairman & Managing Director

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