Directors Report of Grand Oak Canyons Distillery Ltd.

Mar 31, 2025

Our Directors are pleased to present the 40^thAnnual Report on the business and operations of the
Company, together with the Audited Financial Statements for the financial year ended 31^stMarch, 2025.

1. FINANCIAL RESULTS

The Company’s financial results for the financial year ended on the 31^stMarch, 2025 are as under:

Particulars	For the Year Ended
	31st March 2025 (Rs. In Lakhs)	31st March 2024 (Rs. In Lakhs)
Total Revenue	7.92	106.847
Total Expenses	508.53	105.581
Profit Before Tax & Extra-ordinary Item	(500.61)	1.267
Less:(a)Extra-ordinary Item	-	-
(b)Tax Expenses (Current Tax)	-	0.744
(c)Deferred Tax	-	-
Profit/(Loss) from the period from continuing operations	(500.61)	0.523

2. RESERVES & PROVISIONS

The Company has not transferred any amount to general reserves.

3. DIVIDEND

The management believes that there would be need of funds to invest in future projects, to upgrade the
efficiency and to meet out the deficiencies in working capital, the Directors do not recommend any
dividend on Equity Shares for the financial year 2024-25.

4. STATE OF COMPANY’S AFFAIRS

Discussion on state of Company''s affairs has been covered as part of the Management Discussion and
Analysis. Management Discussion and Analysis for the year under review, as stipulated under the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section
forming part of this Annual Report.

5. CHANGE IN NATURE OF BUSINESS

During the financial year under review, the Company was carrying on the business of providing
consultancy services related to hotels, lodging houses and other multiple services. There was no change
in the nature of business of the Company.

5. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The composition of Board of Directors and KMPs as on March 31, 2025 was as follows:

During the year, following changes took place in the composition of Board of Directors and KMPs:

S. No	Name	Designation
1.	Mr. Piyush (KMP)	Director/Managing Director
	(Resigned w.e.f 08/08/2025)
2.	Mr. Luv Sharma	Independent Director
3.	Mr. Ajay Kumar	Non-Independent Director
	(Resigned w.e.f 08/08/2025)
4.	Mr. Promila Sharma	Independent Director
5.	Mr. Harsh	Non-Independent Director
6.	Ms, Sarvagya Goel (KMP)	Company secretary
7.	Mr. Rakesh Agarwal (KMP)	Chief financial officer

6. APPOINTMENT OF COMPANY SECRETARY (CS) & COMPLIANCE OFFICER.

The Chairman informed the Board that the company needs to appoint the Company Secretary in whole
time employment. The Board considered the same & passed the following resolution:

“RESOLVED THAT pursuant to the provisions of Section 203 of the Companies Act, 2013 read with
Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and other
applicable provisions of the Companies Act, 2013 (including any statutory modifications or re-enactment
thereof) if any and as per Regulation 6 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015, consent of the Board of Directors of the Company be and is hereby accorded to
appoint Ms. Sarvagya Goel having Membership No. A44644 (Associate member of Institute of
Companies Secretaries of India) as Company Secretary & Compliance Officer of the Company with
effect from 19th February, 2025 to perform the duties which may be performed under Companies Act,

2013 & any other duties assigned to her by the board from time to time at such remuneration and other
terms and conditions as mutually decided by the Board and the Company Secretary”.

“RESOLVED FURTHER THAT any of the Director of the Company for the time being be and is
hereby severally authorized to sign and execute all such documents and papers (including appointment
letter etc.) as may be required for the purpose and file necessary e-form with the Registrar of Companies
and to do all such acts, deeds and things as may considered expedient and necessary in this regard.”

7. MEETINGS

The Board met Fifteen (15) times during the financial year 2024-25. The dates on which meetings were
held are, 28/05/2024, 30/05/2024, 01/08/2024, 12/09/2024, 06/11/2024, 14/11/2024, 20/11/2024,
08/01/2025, 16/01/2025, 24/01/2025, 29/01/2025, 13/02/2025, 14/02/2025 and 19/02/2025 The
intervening gap between any two Meetings was within the period prescribed by the Companies Act,
2013.

8. LISTING STATUS

The Equity shares of the Company are listed on the Bombay Stock Exchange of India Limited (“The
Exchange”). The Company has paid the Annual Listing Fee till date.

9. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION
FUND

There were no funds which were required to be transferred to Investor Education and Protection Fund
Authority).

10. DECLARATION GIVEN BY INDEPENDENT DIRECTOR

The Company has received declaration from the Independent Director of the Company confirming that
she met with the criteria of independence as prescribed under sub-section (6) of Section 149 of the
Companies Act, 2013.

11. PERFORMANCE EVALUATION

In pursuance of the provisions of the Act, the evaluation of performance of the Board as a whole,
Committees of the Board, Directors individually and Chairperson of the Company was carried out for
the Financial Year 2024-25. The performance of each Director has been evaluated by Nomination and
Remuneration Committee.

12. DIRECTOR’S APPOINTMENT AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed and
adopted a policy for selection and appointment of Directors, Key Managerial Personnel, Senior
Management and their remuneration.

13. STATUTORY AUDITORS

At the Board Meeting of the company held on Tuesday, 13^th February, 2025, Board has appointed
M/S N K BHAT & ASSOCIATES, Chartered Accountants (Firm Registration No. (011556N),) as

Statutory Auditors of the Company under casual vacancy in place of GSA & ASSOCIATES LLP.,

Chartered Accountants (ICAI Registration No. AAS-8863) to hold the office till the conclusion of
Ensuing AGM.

Re-Appointment of M/S V R S K & ASSOCIATES, Chartered Accountants (Firm Registration No.

(011199N), as Statutory Auditors of the Company would be tabled at the meeting of Members, M/S V
R S K & ASSOCIATES. Chartered Accountants to be appointed as a Statutory Auditor of the
Company; Subject to the approval of Shareholders at General Meeting.

However, A Certificate from the Auditors has been received from the Statutory to the effect that their
appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies
Act, 2013 and that they are not disqualified to be appointed as statutory auditors in terms of the
provisions of the proviso to section 139(1), section 141(2) and section 141(3) of the companies Act,
2013, and the provisions of Companies (Audit and Auditors) Rules, 2014.

14. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION
(12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT

There were no frauds reported by auditors under sub-section (12) of section 143 which have occurred
during the financial year 2024-25.

15. SECRETARIAL AUDITOR

ACS Parul Agrawal, Company Secretaries in Practice conducted the Secretarial Audit for the financial
year 2024-25. The Secretarial Audit Report for the financial year ended 31st March, 2025 is annexed
herewith as Annexure-A which forms a part of this Report.

The Secretarial Audit Report for the financial year ended 31st March, 2025 contains certain qualifications
and clarification by the Board are as follows:

The management of the Company assure you to comply all the provisions of the applicable law in true
spirit in future and is under process of making all the default good.

16. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENT U/S 186

The details of the loan given and investments made by the Company covered under the provisions of
section 186 of the Companies Act, 2013 are given in the notes to the financial statements. Further, the
company has not given guarantee during the financial year.

17. ISSUANCE OF UPTO 51.51.51.500 EQUITY SHARES ON PREFERENTIAL BASIS UPON
CONVERSION OF OUTSTANDING UNSECURED LOAN. TO THE NON-PROMOTER GROUP

The Board, considering the current financial position and the need to enhance shareholder participation,
approved the conversion of existing unsecured loans held by non-promoter investors into equity shares
on a preferential basis at a conversion ratio of [51,51,51,500 equity shares of Rs. 10/- each issued at a
premium of Rs.6.50/-] loan, are listed and permitted to trade on the Exchange with effect
from Wednesday. December 18. 2024. subject to necessary regulatory approvals and compliance with
the Companies Act. Wide BSE approval dated on 12/09/2024.

S. NO.	NAME OF THE PROPOSED ALLOTTEES	CATEGORY	NO. OF EQUITY SHARES TO BE ALLOTTED
1	Abhijit Trading Company Limited	Non-Promoter	9,09,09,090
2	Calyx Securities Private Limited	Non-Promoter	7,57,57,570
3	Hibiscus Holdings Private Limited	Non-Promoter	9,09,09,090
4	Avail Financial Services Limited	Non-Promoter	9,09,09,090
5	Edoptica Retail India Limited	Non-Promoter	9,09,09,090
6	Sulphur Securities Private Limited	Non-Promoter	7,57,57,570
Total			51,51,51,500

18. TAKE NOTE OF RESIGNATION OF MR. PARAS NATH VERMA (DIN: 09753924) AS
MANAGING DIRECTOR OF COMPANY

Mr. Paras Nath Verma (DIN: 09753924) Managing Director of the Company has resigned from their
directorship of the Company with effect 29.12.2024 after the closure of working hours and the Board
took the note of the same”. The Board places on record their appreciation for the assistance and
guidance provided by Mr. Paras Nath Verma (DIN: 09753924) as a Managing Director of the Company
during her tenure as Director of the Company.

19. SUPPLEMENTARY LOAN AGREEMENT EXECUTED BETWEEN THE PERSONS
BELONGING TO THE PROMOTER

The chairman informed the board about the supplementary loan agreement to be executed between the
Promoter & Promoter Group and the Persons not forming part of the Promoter & Promoter Group and
the Company. After a brief discussion the board passed the following resolution:

“RESOLVED THAT the Supplementary Loan Agreement executed between the persons belonging to
the Promoter & Promoter Group and the Persons not forming part of the Promoter & Promoter Group
and the Company as approved by the Board of Directors of the Company at their meeting held on June
14, 2024 for inserting, inter alia, which includes a clause for conversion of Unsecured Loan into Equity, a
copy of which agreement duly initialled by the Chairman is available for inspection, be and is hereby
approved.

RESOLVED FURTHER THAT subject to applicable provisions of the Act and other applicable
laws, the Board to do all such acts, deeds, matters and things as also to execute such documents, writings
etc. as may be necessary in this regard.”

20. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188 (1)

The Company did not enter into a contract or transaction which would fall under the purview of Section
188.The particulars of contracts or arrangements with Related Parties for the Financial Year 2024-25 is
annexed herewith to the Financial Statements in Form No AOC -2.

21. COMPANIES WHICH HAVE BECOME OR CEASEED TO BE SUBSIDIARIES. JOINT
VENTURES OR ASSOCIATES FOR THE COMPANY

The Company have Subsidiary, Joint Venture or Associate Company at the end of the financial year are
as follows:

S.no	Name of company	Subsidiary, joint venture or associate company
1	Worldlink Telecom Ltd	Subsidiary
2	Euro Asia India Corp. Pvt. Ltd.	associate company
3	Gunny Auto & Finance Pvt. Ltd	associate company
4	VIP Leasing & Finance Pvt. Ltd.	associate company
5	Synergy Finlease Pvt. Ltd.	associate company
6	Geo Loan Plans India Pvt. Ltd.	associate company
7	GPN Associates Pvt. Ltd.	associate company
8	Lavender Holdings Pvt. Ltd	associate company

22. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

There has been no material change or commitment, affecting the financial position of the Company
which has occurred between March 31, 2025 and the date of this report.

23. MEETINGS:

a. BOARD MEETINGS

The Board of Directors duly met (15) times during the Financial Year ended 31/03/2025. The dates on
which meetings was held are 28/05/2024, 30/05/2024, 01/08/2024, 12/09/2024, 06/11/2024,
14/11/2024, 20/11/2024, 08/01/2025, 16/01/2025, 24/01/2025, 29/01/2025, 13/02/2025,

14/02/2025 and 19/02/2025.

The periodicity between two Board Meetings was within the maximum time gap as prescribed in the
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015/ Companies Act, 2013.

The Composition of the Board of Directors, their attendance at Board Meetings and last Annual General
Meeting is as under:

Name of Director Designation Category Number of Board Attendan

Meetings ce of

_ Last

Directors Directors AGM
entitled attended
to attend

Mr. Paras nath verma* Managing Executive Director, MD 10 10 Yes

Director

Mr. Harsh Director Non-Executive - Non 14 14 Yes

Independent Director

Mr. Luv sharma Director Non-Executive - 14 14 Yes

Independent Director

Mr. Raghav gujral**	Director	Non-Executive, & Non¬ Independent Director	10	10	Yes
Mrs. Promila sharma	Woman Director	Non-Executive & Independent Director	14	14	Yes
Mr. Piyush	Managing Director	Executive Director, MD	04	04	No
Mr. Ajay Kumar	Dirctor	Additional Non¬ Executive & Non Independent Director	04	04	No

1. *Mr. Paras Nath Verma was resigned from Managing Director w.e.f 29/01/2025.

2. **Mr. Raghav Gujral was resigned from Directorship w.e.f 29/01/2025.

b) COMMITTEE MEETINGS:

(i) AUDIT COMMITTEE

The Audit Committee comprises Three Members during the year and the (04) Audit Committee
meetings were convened and held

Meetings of the Committee:

The Committee met 05 times dated on 25/05/2024, 01/08/2024, 04/11/2024, 13/11/2024 and
13/02/2025 during the financial year ended on March 31, 2025.The Composition of audit committee
and their attendance at the meeting are as under: -

Name of Members	Category/Designation	No. of Meetings
		Members entitled to attend	Members attended
Mr. Luv Sharma	Chairperson	05	05
Mrs. Promila Sharma	Member	05	05
Mr. Paras Nath Verma	Member	03	03

1. Mr. Paras Nath Verma was resigned from Managing Director w.e.f 29/01/2025.

(ii) NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises three members, one Executive Director and
remaining two are Non-Executive Directors. One During the year One Meeting of Nomination &
Remuneration Committee Meetings was held.

The Composition of Nomination & Remuneration Committee and their attendance at the meeting are as
under: -

Name of Members	Category/Desi gnation	No. of Meetings
		Members entitled to attend	Members attended
Mrs. Promila Sharma	Chairperson	01	01
Mr. Luv Sharma	Member	01	01
Mr. Raghav Gujral	Member	01	01

*Mr. Raghav Gujral was resigned from Directorship w.e.f 29/01/2025.

(iii) STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises three members. During the year, One (01)
Stakeholders Relationship Committee Meetings was convened and held.

Meetings of the Committee:

The Committee met 1 time on 12/02/2025, during the F.Y.-2024-25. The Composition Stakeholders’
Relationship committee and their attendance at the meeting are as under:-

Name of Members	Category / Designation	No. of Meetings
		Members entitled to attend	Members attended
Mrs. Promila Sharma	Chairperson	01	01
Mr. Ajay kumar	Member	01	01
Mr. Piyush	Member	01	01

1. Mr. Paras Nath Verma was resigned from Managing Director w.e.f 29/01/2025.

2. Mr. Raghav Gujral was resigned from Directorship w.e.f 29/01/2025.

(iv) RISK MANAGEMENT COMMITTEE:

The Risk Management Committee comprises three members. During the year Two (2) Risk Management
Committee Meetings were convened and held.

Name of Members	Category/Designation	No. of Meetings
		Members entitled to attend	Members attended
Mr. Paras Nath Verma	Chairperson	02	02
Mrs. Promila Sharma	Member	02	02
Mr. Raghav Gujral	Member	02	02

1. Mr. Paras Nath Verma was resigned from Managing Director w.e.f 29/01/2025.

2. Mr. Raghav Gujral was resigned from Directorship w.e.f 29/01/2025.

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

There was no such order passed against the company during the year.

25. PARTICULARS OF EMPLOYEES

In Compliance with the disclosures required under section 197 of the Companies Act, 2013 and Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Rules”)
relating to the remuneration and other details are as follows:

S. NO DIRECTORS RATIO TO MEDIAN

REMUNERATION

1	HARSH	NIL
2	LUV SHARMA	NIL
3	AJAY KUMAR	NIL
4	PROMILA SHARMA	NIL
5	PIYUSH	NIL

(i) The Ratio of the remuneration of each Director to the Median Remuneration of the Employees of
the Company for the Financial Year Ended 31^st March 2025.

(ii) There has been no increase in remuneration of Directors and Chief Financial Officer. Also there
was no increase in the salary of Company Secretary.

(iii) The percentage increase in the median remuneration of employees in the financial year 2024-25 :
NIL

(iv) As on 31^st March 2025 total no of permanent employees on the roll of the Company: No
Employees.

(v) Average percentile increase already made in the salaries of employees other than managerial
personnel in the last financial year cannot be compared with the percentile increase in the managerial
remuneration as the managerial personnel were not paid any salary in the last financial year.

(vi) The key parameters for any variable component of remuneration availed by the Directors —NIL

(vii) The Company affirms that the remuneration given to the employees is as per the remuneration
policy of the Company.

However, as per the provision of Section 136 of the Act, the Report and Accounts are being sent to all
the members excluding the information on particulars of employees which is available for inspection by
the members at the Registered office of the Company during business hours on working days of the
Company upto the date of the ensuing Annual General Meeting.

26. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company’s Independent Directors met on 18^th October 2024, without the attendance of Non¬
Independent Directors and Members of the Management.

27. DISCLOSURE UNDER RULES (2) & (3) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION) RULES, 2014

No directors/employees of the Company were in receipt of amount exceeding remuneration as
prescribed under Companies Act, 2013 and any other rules or the provisions ofRule5 (2) &(3) of The
Companies (Appointment and Remuneration) Rules,2014.

28. FAMILIARIZATION PROGRAMME FOR INPENDENT DIRECTOR

In terms of regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the Company familiarizes the Directors about their role and responsibility at the time
of their appointment through a formal letter of appointment. All new Independent directors inducted
into the Board attendance

29. BUSINESS RISK MANAGEMENT

The prospects for the Company’s business are dependent upon economic and industrial growth as well
as resources available for implementation of liberalization policies of the Government. Adverse
changes and delays of lack of funds can affect the business prospects of the Industry and the Company.

Risk Management is an integral part of the Company’s business strategy. The Risk Management
oversight structure includes Committees of the Board and Senior Management Committees. The Risk
Management Committee of the Board (“RMC”) reviews compliance with risk policies, monitors risk

tolerance limits, reviews and analyzes risk exposure related to specific issues and provides oversight of
risk across the organization. The RMC nurtures a healthy and independent risk management function
to inculcate a strong risk management culture in the Company.

As part of the Risk Management framework, the management of Credit Risk, Market Risk, Operational
Risk and Fraud Risk are placed under the Head-Risk, to ensure Integrated Risk Management for
various Risks.

30. INTERNAL CONTROL SYSTEMS

The Company’s internal control system is designed to ensure operational efficiency, protection and
conservation of resources, accuracy and promptness in financial reporting and compliance with laws
and regulations. The internal control system is supported by an internal audit process for reviewing the
adequacy and efficacy of the Company’s internal controls, including its systems and processes and
compliance with regulations and procedures.

Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee
of the Board which also reviews the adequacy and effectiveness of the internal controls in the
Company. The Company’s internal control system is commensurate with the size, nature and
operations of the Company.

31. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has vigil mechanism during the financial year. The Board of Directors are under
discussion to derive a mechanism through which fraud risk, including corrective and remedial actions as
regards people and processes can be determined and implemented.

32. HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it has built an open, transparent and
meritocratic culture to nurture this asset. The Company has kept a sharp focus on Employee

Engagement. The Company’s Human Resources is commensurate with the size, nature and operations
of the Company.

33. CORPORATE SOCIAL RESPONSIBILITY

The Company is not eligible for CSR as per provisions of Section 135 of the Companies Act, 2013.

34. DISCLOSURE ABOUT COST AUDIT

As per the Cost Audit Orders, Cost Audit is not applicable to the Company’s for the FY 2024-2025.

35. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is fully compliant with all applicable Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI).

36. DEPOSITS

The Company has neither invited nor accepted any deposits from the public during the year. There is
no unclaimed or unpaid deposit lying with the Company

37. ANNUAL RETURN

The Annual Return of the Company for the financial year 2024-25 shall be placed at its website:
www.pifl.in.

38. REPORTING OF FRAUD BY AUDITOR

In terms of sub clause 3 (ca) of Section 134 and under sub-section 12 of Section 143 of Companies
Act, 2013 there have been no frauds reported by the Auditors under sub-section (12) of the section 143
other than which are reportable to Central Government.

39. DEMATERIALIZATION OF SHARES

As on 31.03.2025 a total of 16,92,100 equity shares are only in representing 0.33% of the equity share
capital are in Physical form.

40. BRANCHES OF THE COMPANY

During the period under review, the Company doesn’t have any branch office.

41. CORPORATE GOVERNANCE

Corporate Governance provisions i.e. Regulation 17 to 27 and clause (b) to (i) of sub-regulation (2) of
Regulation 46 and Para C to E of Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015 are applicable in respect of the Companies having paid up equity
share capital exceeding Rs. 10.00 crores and net-worth exceeding Rs. 25.00 crores as on the last day of
the previous financial year

42. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT, 2013

There were no complaints reported under the Prevention of Sexual Harassment of Women at Work
place (Prevention, Prohibition and Redressal) Act, 2013.

No of complaints received : NIL

No of complaints disposed off : NIL.

43. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUT GO

In view of the nature of the activities carried out by the Company, Section 134(3)(m) of the
Companies Act, 2013, read with Companies(Accounts) Rules,2014:

(A) Conservation of Energy

1. Energy Conservation Measures Taken

Energy Conversation continues to receive major emphasis and is being systematically mentioned
and corrective measures are taken whenever required immediately.

2. Additional investment, and proposals, if any, being implemented.

At present the company has no proposal to make any substantial investments for further reduction of
consumption of energy. However, regular up-gradation of facilities is being done as and when
required. The Company has been able to control its energy cost substantially.

Total Energy consumption & energy consumption per unit of Production in prescribed form-A

S.No.	Particulars	31.03.2025	31.03.2024
1.	Power & Fuel Consumption in respect of Electricity, Power & Water amount	Nil	Nil

(B) Technology Absorption: The Company is carrying on Research and Development in a routine
manner along with its manufacturing activities. The initiatives taken by the Company have
resulted in lower cost of energy consumption. Company has already absorbed technology fully.

Research, Development and improvement of products are an in built and on-going activity
within the existing manufacturing operations of the Company. Expenditure on R&D is not
separately allocated and identified.

(C) Foreign Exchange Earnings & Outgo: The Company did not earn or spent any foreign
exchange during the year under review.

44. DIRECTORS RESPONSIBILITY STATEMENT

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

a) that in the preparation of the annual financial statements for the year ended March 31, 2025, the
applicable accounting standards have been followed along with proper explanation relating to
material departures, if any;

b) that accounting policies as mentioned in the Notes to the Financial Statements have been selected
and applied consistently and judgement and estimates have been made that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,
2025 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate
and were operating effectively.

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

45. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
OF THE COMPANIES ACT 2013.

Pursuant to Section 186(11) of the Companies Act, 2013 disclosure under Section 134 (3) (g) of the
Companies Act, 2013 is not applicable on the Company.

46. CHNAGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY DURING THE YEAR

There have been no material changes and commitments affecting the financial position of the
company, which have occurred between the end of the financial year of the Company to which the
financial statements relate and till the date of this annual report.

47. DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

In compliance with Regulation 21(2) of the SEBI (Listing Obligations And Disclosure Requirements)
Regulations, 2015 as amended upto date, pursuant to the recent amendment in such regulations
notified by SEBI on May 5, 2021, a Risk Management Committee was constituted by the Board of
Directors comprising of Ms. Rajni Tanwar, Chairman, Mrs. Promila Sharma and Mr. Surendra Kumar
Jain, are the members of Risk Management Committee as on 31st March, 2025 and to oversee
implementation of the Risk Management Policy in force in the Company, and monitor and evaluate
risks, basis appropriate methodology, processes and systems.

All the members of the Risk Management Committee are Non-Executive Directors of the company
and majority of the directors of the Risk Management Committee are Independent Director of the
Company. The Risk Management Policy is in force and application in the Company, has been drawn
up based on a detailed assessment of the operational risks, risks associated with related business in
India, in general and the business of the Company in particular. The Risk management Policy also
covers the risks related to the Company assets and property, the risks which the employees of the
Company may get exposed to, the risks arising out of non -compliance if any, with the provisions of
and requirements laid down under various applicable statutes, Foreign Exchange related risks, risks
which could emanate from business competition, contractual risks etc.

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism,
loss of profits, etc. other risks which considered necessary by the management. The Company has
been addressing the various risks impacting the Company and policy of the Company on risk

management is continuously reviewed by the Management of the Company. Management Discussion
and Analysis Report which forms part of the Annual Report identifies key risks, which can affect the
performance of the Company. The policy has been uploaded on the website of the Company.

48. A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF
THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

Statement on Compliance with the Maternity Benefit Act, 1961, We hereby affirm that our company
fully complies with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.
We are committed to ensuring the rights and welfare of our women employees, and accordingly:

Maternity benefits, including paid leave, medical bonus, nursing breaks, and other applicable
entitlements, are provided in accordance with the Act, No discrimination is made against women
employees on account of pregnancy, childbirth, or any conditions related thereto, Appropriate records
are maintained as per statutory requirements, We ensure a safe, inclusive, and supportive work
environment for all women employees, particularly during maternity and post-maternity periods.

This statement is issued in good faith and in the interest of transparency and statutory compliance.

49. ACKNOWLEDGMENT

The Directors gratefully acknowledge all stakeholders of the Company viz. financial institutions,
Government Authorities customers, members, dealers, vendors, banks and other business partners for
the excellent support received from them during the year. The Directors place on record their sincere
appreciation to all employees, executives, staff and workers of the Company for their unstinted
commitment and continued contribution to the Company.

By order of Board of Directors of
GRAND OAK CANYONS DISTILLERY LIMITED
(FORMERLY KNOWN AS “PACHELI INDUSTRIAL FINANCE LTD”)

Sd/- Sd/-

Place: New Delhi Prabhakar Kumar HARSH

Date: 08.08.2025 Managing Director Director

DIN: 24/01/2025 DIN:09021074

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Mar 31, 2024

Our Directors are pleased to present the 39^th Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the financial year ended 31^stMarch, 2024.

• FINANCIAL RESULTS

The Company’s financial results for the financial year ended on the 31^stMarch, 2024 are as under:

Particulars	For the Year Ended
	31st March 2024	31st March 2023
	(Rs. In Lakhs)	(Rs. In Lakhs)
Total Revenue	106.847	-
Total Expenses	105.581	2.210
Profit Before Tax & Extra-ordinary Item	1.267	(2.210)
Less:(a)Extra-ordinary Item	-	-
(b)Tax Expenses (Current Tax)	0.744	-
(c)Deferred Tax	-	-
Profit/(Loss) from the period from continuing	0.523	(2.210)
operations

• RESERVES & PROVISIONS

The Company has not transferred any amount to general reserves.

3. DIVIDEND

The management believes that there would be need of funds to invest in future projects, to upgrade the efficiency and to meet out the deficiencies in working capital, the Directors do not recommend any dividend on Equity Shares for the financial year 2023-24.

4. CHANGE IN NATURE OF BUSINESS

During the financial year under review, the Company was carrying on the business of providing consultancy services related to hotels, lodging houses and other multiple services. There was no change in the nature of business of the Company.

5. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The composition of Board of Directors and KMPs as on March 31, 2024 was as follows:

S. No	Name	Designation
1.	Mr. Paras Nath Verma	Director/Managing Director
2.	Mr. Luv Sharma	Independent Director
3.	Mr. Raghav Gujral	Non-Independent Director
4.	Mr. Promila Sharma	Independent Director
5.	Mr. Harsh	Non-Independent Director
6.	Mr. Alok Nath Singh	Company secretary
7.	Mr. Mukesh Sah	Chief financial officer

During the year, following changes took place in the composition of Board of Directors and KMPs:

1. Mr. Harsh was appointed as an Additional (Executive) Director w.e.f 11.08.2023.

2. Mr. Mukesh Sah was appointed as Chief Financial Officer w.e.f. 30.05.2023.

3. Ms. Alok Nath Singh was appointed for the post of Company Secretary w.e.f 30.05.2023.

4. Mr. Pankaj Padam Chand Dhoot was resigned from Directorship w.e.f. 30.05.2023

Further, Mr. Harsh who were appointed as an Additional Directors on 11.08.2023 is proposed to be regularized and appointed as Directors in the ensuing Annual general meeting.

6. MEETINGS

The Board met five times during the financial year 2023-24. The dates on which meetings were held are 30-05-2023, 11-08-2023, 05-09-2023, 10-11-2023, 14-02-2024, The intervening gap between any two Meetings was within the period prescribed by the Companies Act, 2013.

7. LISTING STATUS

The Equity shares of the Company are listed on the Bombay Stock Exchange of India Limited (“The Exchange”). The Company has paid the Annual Listing Fee till date.

8. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There were no funds which were required to be transferred to Investor Education and Protection Fund Authority).

9. DECLARATION GIVEN BY INDEPENDENT DIRECTOR

The Company has received declaration from the Independent Director of the Company confirming that she met with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

10. PERFORMANCE EVALUATION

In pursuance of the provisions of the Act, the evaluation of performance of the Board as a whole, Committees of the Board, Directors individually and Chairperson of the Company was carried out for the Financial Year 2023-24. The performance of each Director has been evaluated by Nomination and Remuneration Committee.

11. DIRECTOR’S APPOINTMENT AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed and adopted a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.

12. STATUTORY AUDITORS

M/s. G S A & ASSOCIATES LLP (Chartered Accountants) having FRN: 000257N/N500339 was appointed as Statutory Auditors at the Annual General Meeting held on May 28^th, 2024 for the period of Five (5)years. i.e. for the Annual General Meeting to be held in year 2028. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment.

The Auditors Report has been annexed with this report, Auditors observations are self-explanatory, which do not call for any further clarifications.

13. DETAILS INRESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There were no frauds reported by auditors under sub-section (12) of section 143 which have occurred during the financial year2023-24.

14. SECRETARIAL AUDITOR

ACS Parul Agrawal, Company Secretaries in Practice conducted the Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended 31^stMarch, 2024 is annexed herewith as Annexure-A which forms a part of this Report.

The Secretarial Audit Report for the financial year ended 31^st March, 2024 contains certain qualifications and clarification by the Board are as follows:

The management of the Company assure you to comply all the provisions of the applicable law in true spirit in future and is under process of making all the default good.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT U/S186

The details of the loan given and investments made by the Company covered under the provisions of section186 of the Companies Act, 2013 are given in the notes to the financial statements. Further, the company has not given guarantee during the financial year.

16. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S188(1)

The Company did not enter into a contract or transaction which would fall under the purview of Section 188.The particulars of contracts or arrangements with Related Parties for the Financial Year 2023-24 is annexed herewith to the Financial Statements in Form No AOC -2.

17. COMPANIES WHICH HAVE BECOME OR CEASEED TO BE SUBSIDIARIES, JOINTVENTURES OR ASSOCIATES FOR THE COMPANY

The Company did not have any Subsidiary, Joint Venture or Associate Company at the end of the financial year.

18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There has been no material change or commitment, affecting the financial position of the Company which has occurred between March31, 2024 and the date of this report.

19. COMPOSITION OF VARIOUS COMMITTEES OF BOARD AS ON 31.03.2024

A. The Audit Committee met (4) times on 30-05-2023, 11-08-2023, 10-11-2023, 08-02-2024, and the composition is as follow:

	S. No.	Name of Member	Designation
	1.	Mr. Luv Sharma	Chairperson
	2.	Mrs. Promila Sharma	Member
	3.	Mr. Paras Nath Verma	Member
B. The NRC met (1) time on 30-05-2023 and the composition of Nomination & Remuneration committee is as follow:
	S. No.	Name of Member	Designation
	1.	Mrs. Promila Sharma	Chairperson
	2.	Mr. Luv Sharma	Member
	3.	Mr. Raghav Gujral	Member
C. The Stakeholder Grievance committee met (1) time on 16-10-2023 and the composition is as
follow:
	S. No.	Name of Member	Designation
	1.	Mrs. Promila Sharma	Chairperson
	2.	Mr. Paras Nath Verma	Member
	3.	Mr. Raghav Gujral	Member
D. The Risk Management committee met (2) times on 05-07-2023, 02-11-2023, and composition
is as follow:
	S. No.	Name of Member	Designation
	1.	Mr. Paras Nath Verma	Chairperson
	2.	Mrs. Promila Sharma	Member
	3.	Mr. Raghav Gujral	Member

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

There was no such order passed against the company during the year.

21. PARTICULARS OF EMPLOYEES

In Compliance with the disclosures required under section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Rules”) relating to the remuneration and other details are as follows:

(i) The Ratio of the remuneration of each Director to the Median Remuneration of the Employees of the Company for the Financial Year Ended 31^st March 2024.

S. NO	DIRECTORS	RATIO TO MEDIAN REMUNERATION
1	HARSH	NIL
2	LUV SHARMA	NIL
3	RAGHAV GUJRAL	NIL
4	PROMILA SHARMA	NIL
5	PARAS NATH VERMA	NIL

(ii) There has been no increase in remuneration of Directors and Chief Financial Officer. Also there was no increase in the salary of Company Secretary.

(iii) The percentage increase in the median remuneration of employees in the financial year 20232024 : NIL

(iv) As on 31^st March 2024 total no of permanent employees on the roll of the Company: No Employees.

(v) Average percentile increase already made in the salaries of employees other than managerial personnel in the last financial year cannot be compared with the percentile increase in the managerial remuneration as the managerial personnel were not paid any salary in the last financial year.

(vi) The key parameters for any variable component of remuneration availed by the Directors -NIL

(vii) The Company affirms that the remuneration given to the employees is as per the remuneration policy of the Company.

However, as per the provision of Section 136 of the Act, the Report and Accounts are being sent to all the members excluding the information on particulars of employees which is available for inspection by the members at the Registered office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting.

22. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company’s Independent Directors met on 18^th October 2023, without the attendance of NonIndependent Directors and Members of the Management.

23. DISCLOSURE UNDER RULES (2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014

No directors/employees of the Company were in receipt of amount exceeding remuneration as prescribed under Companies Act, 2013 and any other rules or the provisions ofRule5 (2) &(3) of The Companies (Appointment and Remuneration) Rules,2014.

24. FAMILIARIZATION PROGRAMME FOR INPENDENT DIRECTOR

In terms of regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company familiarizes the Directors about their role and responsibility at the time of their appointment through a formal letter of appointment. All new Independent directors inducted into the Board attend an

25. BUSINESS RISK MANAGEMENT

The prospects for the Company’s business are dependent upon economic and industrial growth as well as resources available for implementation of liberalization policies of the Government. Adverse changes and delays of lack of funds can affect the business prospects of the Industry and the Company.

Risk Management is an integral part of the Company’s business strategy. The Risk Management oversight structure includes Committees of the Board and Senior Management Committees. The Risk Management Committee of the Board (“RMC”) reviews compliance with risk policies, monitors risk tolerance limits, reviews and analyzes risk exposure related to specific issues and provides oversight of risk across the organization. The RMC nurtures a healthy and independent risk management function to inculcate a strong risk management culture in the Company.

As part of the Risk Management framework, the management of Credit Risk, Market Risk, Operational Risk and Fraud Risk are placed under the Head-Risk, to ensure Integrated Risk Management for various Risks.

26. INTERNAL CONTROL SYSTEMS

The Company’s internal control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the adequacy and efficacy of the Company’s internal controls, including its systems and processes and compliance with regulations and procedures.

Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board which also reviews the adequacy and effectiveness of the internal controls in the Company. The Company’s internal control system is commensurate with the size, nature and operations of the Company.

27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has vigil mechanism during the financial year. The Board of Directors are under discussion to derive a mechanism through which fraud risk, including corrective and remedial actions as regards people and processes can be determined and implemented.

28. HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it has built an open, transparent and meritocratic culture to nurture this asset. The Company has kept a sharp focus on Employee

Engagement. The Company’s Human Resources is commensurate with the size, nature and operations of the Company.

29. CORPORATE SOCIAL RESPONSIBILITY

The Company is not eligible for CSR as per provisions of Section 135 of the Companies Act, 2013.

30. DISCLOSURE ABOUT COST AUDIT

As per the Cost Audit Orders, Cost Audit is not applicable to the Company’s for the FY 2023-2024.

31. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is fully compliant with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

32. DEPOSITS

The Company has neither invited nor accepted any deposits from the public during the year. There is no unclaimed or unpaid deposit lying with the Company

33. ANNUAL RETURN

The Annual Return of the Company for the financial year 2023-24 shall be placed at its website: www.pifl.in.

34. REPORTING OF FRAUD BY AUDITOR

In terms of sub clause 3 (CA) of Section 134 and under sub-section 12 of Section 143 of Companies Act, 2013 there have been no frauds reported by the Auditors under sub-section (12) of the section 143 other than which are reportable to Central Government.

35. DEMATERIALIZATION OF SHARES

As on 31.03.2024 a total of 20,23,250/- equity shares representing 54.21% of the equity share capital have been dematerialized.

36. BRANCHES OF THE COMPANY

During the period under review, the Company doesn’t have any branch office.

37. CORPORATE GOVERNANCE

Corporate Governance provisions i.e. Regulation 17 to 27 and clause (b) to (i) of sub-regulation (2) of Regulation 46 and Para C to E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 are not mandatory in respect of the Companies having paid up equity share capital not exceeding Rs. 10.00 cores and net-worth not exceeding Rs. 25.00 Crores as on the last day of the previous financial year. The Company’s paid up equity share capital as on 31.03.2024 is Rs. 3.73 Crores which is less than Rs. 10.00 Crore and the Net worth is Rs.4.53 Crores which is less Rs.25.00 Crores.

38. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT, 2013

There were no complaints reported under the Prevention of Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013.

39. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

In view of the nature of the activities carried out by the Company, Section 134(3)(m) of the Companies Act, 2013, read with Companies(Accounts) Rules,2014:

(A) Conservation of Energy

1. Energy Conservation Measures Taken

Energy Conversation continues to receive major emphasis and is being systematically mentioned and corrective measures are taken whenever required immediately.

2. Additional investment, and proposals, if any, being implemented.

At present the company has no proposal to make any substantial investments for further reduction of consumption of energy. However, regular up-gradation of facilities is being done as and when required. The Company has been able to control its energy cost substantially.

Total Energy consumption & energy consumption per unit of Production in prescribed form-A

S. No.	Particulars	31.03.2024	31.03.2023
1.	Power & Fuel Consumption in respect of	Nil	Nil
	Electricity, Power & Water amount

(B) Technology Absorption: The Company is carrying on Research and Development in a routine manner along with its manufacturing activities. The initiatives taken by the Company have resulted in lower cost of energy consumption. Company has already absorbed technology fully.

Research, Development and improvement of products are an in built and on-going activity within the existing manufacturing operations of the Company. Expenditure on R&D is not separately allocated and identified.

(C) Foreign Exchange Earnings & Outgo: The Company did not earn or spent any foreign exchange during the year under review.

40. DIRECTORS RESPONSIBILITY STATEMENT

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

a) that in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

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

41. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013.

Pursuant to Section 186(11) of the Companies Act, 2013 disclosure under Section 134 (3) (g) of the Companies Act, 2013 is not applicable on the Company.

42. CHNAGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY DURING THE YEAR

There have been no material changes and commitments affecting the financial position of the company, which have occurred between the end of the financial year of the Company to which the financial statements relate and till the date of this annual report.

43. ACKNOWLEDGMENT

The Directors gratefully acknowledge all stakeholders of the Company viz. financial institutions, Government Authorities customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees, executives, staff and workers of the Company for their unstinted commitment and continued contribution to the Company.

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Mar 31, 2015

Dear Members,

The Directors have great pleasure in presenting 30th Annual Report along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

(Amt. In Rs)

PARTICULARS Year ended 2015 2014

Total Income 34,13,169 2,157,018

Total Expenditure 28,64,006 1,581,008

Gross Profit/(Loss) before Depreciation 549,163 576,010 & Tax

Add/Less: Depreciation (Net) - -

Profit/(Loss) before Taxation 549,163 576,010

Less: Provision for Taxation - -

Provision for income Tax & FBT 173570 68,502

Deferred Tax - 41,761

Net Profit/(Loss) after Taxation (1,663,849) 465,747

Transfer from General Reserve

Balance Brought forward from previous year 41,26,985 36,61,238

Balance carried forward to Balance Sheet 2463136 41,26,985

2. DIVIDEND:

In order to conserve the resources, Your Directors did not recommend any dividend for this year.

3. DEPOSITS:

Your Company did not accept any deposits from the public during the current year.

4. EXTRACT OF ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure A and is attached to this Report.

5. NUMBER OF BOARD MEETINGS OF THE BOARD :

Five Meeting of the Board were held during the financial year. For details of the meeting of the board, please refer to the corporate governance report, which forms part of this report.

6. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms

i. In the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures.

ii. That the Directors have 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 or Loss of the Company for that period.

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual accounts on a going concern basis.

v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating.

7. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

8. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION & BOARDS PERFORMANCE:

The Company's Policy on director's appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the Directors Report.

9. COMMENTS ON AUDITORS REPORT:

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Shyam C. Agrawal & Co., Chartered Accountants, Mumbai, in their report.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

10. AUDITORS:

M/s. Shyam C. Agrawal & Co., Chartered Accountants, Mumbai (Firm Registration No as 110243W) was appointed as Statutory Auditors at the Annual General Meeting held on 29th September, 2014 for the period of three (3) years. i.e for the Annual General Meeting to be held in year 2017 subject to ratification at each Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified from appointment

The resolution for ratification of his appointment is put forward for your approval in the ensuing Annual General Meeting.

11. SECRETARIAL AUDITOR & REPORT:

The Board of Directors of the Company has appointed M/s. HS Associates, Practicing Company Secretary; to conduct the Secretarial Audit for the financial year 2014-2015. The Secretarial audit report for the financial year ended 31st March, 2015 is Annexure B. to this Report.

In regards to appointment of Company Secretary, Company is in the process of appointing a Company Secretary as required pursuant to provisions of Section 203 and other applicable provisions of the Companies Act, 2013 and Companies (appointment and Remuneration of Managerial Personnel) Rules, 2014.

As per section 138 of the Companies Act, 2013. The Company has appointed Ms. Neelam Lahoti, Chartered accountant (Membership No.A425877) as an internal auditors for the year to 2015-2016 in the board meeting held on 30th May, 2015.

12. INTERNAL AUDITORS :

As per section 138 of the Companies Act, 2013. The Company has appointed Ms. Neelam Lahoti, Chartered accountant (Membership No.A425877) as a internal auditors for the year to 2015-2016 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Company's policies and ensure statutory and other compliance through, periodical checks and internal audit

13. CORPORATE GOVERNANCE:

The Company is committed to maintain the Corporate Governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the listing agreement forms an integral part of this Report The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees and investments have been disclosed in the financial Statement.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There were no transactions entered into with related parties as defined under Companies Act, 2013 during the year were in the ordinary course of business and on an arm's length basis, and did not attract provisions of Section 188 of Companies Act, 2013 relating to approval of shareholders. There have been no material related party transactions undertaken by the Company under Section 188 of the Companies Act, 2013 and hence, no details have been enclosed pursuant to clause (h) of subsection (3) of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 - 'AOC-2'.

16. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report.

17. CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Information on conservation of energy, technology absorption, foreign exchange earnings and out go, is required to be given pursuant to provision of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules , 2014 is not applicable to Company.

18. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report.

19. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

The Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexure C to this report.

20. PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the annexure to the Directors' Report. In terms of the provisions of Section 136(1) of the Companies Act, 2013, the Directors' Report is being sent to the shareholders without this annexure. Shareholders interested in obtaining a copy of the annexure may write to the Company Secretary at the Company's registered office.

21. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 212 of the Companies Act, 1956 is not applicable.

22. ACKNOWLEDGEMENTS :

The Directors take this opportunity to thank all the employees, Banks and Customers for their contribution to the Company's performance during the year under review.

By Order of the Board For Dhoot Industries Limited

Sd/- Date: 14 th August, 2015 Padamchand Dhoot Place: Mumbai CEO and Director

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Mar 31, 2014

Dear members,

The Directors have great pleasure in presenting 29th Annual Report along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2014.

1. FINANCIAL RESULTS:

(Amt. In Rs.)

PARTICULARS Year ended 2014 2013

Total Income 2,157,018 1,751,061

Total Expenditure (Excluding Depreciation) 1,581,008 1,113,373

Gross Profit/(Loss) before Depreciation & Tax 576,010 6,37,688

Add/Less: Depreciation (Net) - -

Profit/(Loss) before Taxation 576,010 6,37,688

Less: Provision for Taxation 68,502 1,98,050

Provision for income Tax & FBT - -

Deferred Tax 41,761 4,640

Net Profit/(Loss) after Taxation: 465,747 4,34,998

Transfer from General Reserve

Balance Brought forward from previous year 36,61,238 32,26,240

Balance carried forward to Balance Sheet 41,26,985 36,61,238

2. DIVIDEND:

In order to conserve the resources, your Directors do not recommend any dividend for this year.

3. DEPOSITS:

Your Company did not accept any deposits from the public during the current year.

4. AUDITORS:

M/s. Shyam C. Agrawal & Co., Chartered Accountants, Mumbai, who are Statutory Auditors of your Company, is due for retirement in accordance with the provisions of the Companies Act, 1956 at the ensuing Annual General Meeting. He has signified his willingness to be re-appointed as Statutory Auditor of the Company.

M/s. Shyam C. Agrawal & Co., Chartered Accountants, Mumbai is being appointed as the Statutory Auditors of your Company at the ensuing Annual General Meeting. Your Directors recommend his appointment for the ensuing year.

The Company has received letters from M/s. Shyam C. Agrawal & Co., Chartered Accountants, Mumbai, to the effect that his appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that he is not disqualified from being appointed as Statutory Auditors of the Company.

5. AUDITORS'' REPORT:

The Auditors'' Report to the shareholders did not contain any adverse remarks or qualification.

6. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 212 of the Companies Act, 1956 is not applicable.

7. DIRECTORS:

During the period Mrs. Pushpadevi Dhoot, Directors of the Company are retiring by rotation & being eligible offers themselves for re-appointment.

Impending notification of Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Jugalkishore Tapadia (DIN : 00363415), Mr. Nitin Agrawal(DIN: 03315678) and Mr. Ramesh Khetan (DIN: 03315837) as Independent Directors for five consecutive years for a term upto 31 March 2019

Mr. P. C. Dhoot was appointed as a Managing Director w.e.f. I*1 April, 2014.

8. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms,

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) That the Directors have 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 financial year and of the Profit or Loss of the Company for that period.

c) That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the Annual accounts on a going concern basis.

9. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis of Financial Condition and Results of Operation of the Company for the year under review, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement in this Annual Report (Annexure 1).

10. CORPORATE GOVERNANCE CODE:

Corporate Governance along with the Certificate of the Auditors of your Company pursuant to Clause 49 of the Listing Agreement with the Stock Exchange has been included in this report as Annexure. Your Company has been practicing the principle of good Corporate Governance over the years. The Board of Directors supports the board principles of Corporate Governance over the years. In addition to the basic governing issues, the board lays strong emphasis on transparency, accountability and integrity.

11. CEO/CFO CERTIFICATION:

Certificate of CEO / CFO of the Company on Financial Statements, Cash Flow for the financial year 2013-14 and Certificate of CEO i.e. Whole Time Director of the Company for compliance with code of conduct by Board members and Senior Management personnel on annual basis are enclosed herewith.

12. COMPLIANCE CERTIFICATE:

Compliance Certificate issued by Messrs G. B. & Associates., is annexed hereto.

13. COMMITTEES OF BOARD:

As on date of this report the Committees of the Board are Audit Committee, Nomination and Remuneration Committee and Stakeholders'' Relationship Committee.

The composition and other details with respect to Committees are detailed in the Corporate Governance Report which forms part of this Annual Report.

15. STOCK EXCHANGE REQUIREMENTS:

Being listed at BSE Limited, Mumbai, the Company has paid listing fees till March, 2015.

16. PARTICULARS OF EMPLOYEES:

There were no employees employed during the whole or part of the year who were in receipt of remuneration aggregating to Rs.5,00,000/- p.m. or Rs.60,00,000/- p.a. hence no particulars are given.

17. PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 217fl) COMPANIES disclosure OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS! RULES. 1988:

A) Conservation of energy:

The Operations of the Company are not energy-intensive, though adequate measures have been taken to conserve and reduce energy consumption by using energy-efficient hardware and other equipment in line with the our philosophy is that energy saved is energy produced.

B) Technology absorption, research and development:

In its endeavor to obtain and deliver the best, your Company successfully deployed a growing and diverse team of R & D specialist with expertise covering hardware, networking systems software, and database and application software. This helped the Company leverage the latest technologies and deploy/absorb cutting-edge technologies wherever feasible, relevant and appropriate. No separate record of the expenditure incurred on R & D is maintained.

C) There are no Foreign Exchange earnings and outgoings during the year.

18. APPRECIATION:

The Directors take this opportunity to thank all the employees, Banks and Customers for their contribution to the Company''s performance during the year under review.

By order of the board

Dhoot industries limited

Sd/-

Padamchand Dhoot (Chairman) Date: 14th August, 2014 Place: Mumbai

---

Mar 31, 2013

To, The Members of DHOOT INDUSTRIES LIMITED

The Directors have great pleasure in presenting 28,h Annual Report along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31s'' March, 2013.

1. FINANCIAL RESULTS: (Amt. In Rs.)

PARTICULARS Year ended 2013 2012

Total Income 1,751,061 10,19,250

Total Expenditure (Excluding Depreciation) 1,113,373 7,02,950

Gross Profit/(Loss) before Depreciation & Tax 637,688 3,16,300

Add/Less: Depreciation (Net)

Profit/(Loss) before Taxation 637,688 3,16,300

Less: Provision for Taxation 198,050 1,10,000

Provision for income Tax & FBT

Deferred Tax 4,640

Net Profit/(Loss) after Taxation 434,998 2,06,300

Transfer from General Reserve 29,00,669

Balance Brought forward from previous year 32,26,240

Balance carried forward to Balance Sheet 36,61,238 31,06,969

2. DIVIDEND:

In order to conserve the resources, your Directors do not recommend any dividend for this year.

3. DEPOSITS:

Your Company did not accept any deposits from the public during the current year.

4. AUDITORS:

M/s. Shyam C. Agrawal & Co., Chartered Accountants, Mumbai Auditors of the Company are holding the office till the conclusion of ensuing Annual General Meeting arid have confirmed their availability for their re-appointment.

6. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 212 of the Companies Act, 1956 is not applicable.

7. DIRECTORS:

During the year Mrs. Pushpadevi Dhoot is retiring by rotation and being eligible offers himself for reappointment in pursuance of provisions of the Articles of Association of the Company.

8. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms,

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) That the Directors have 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 financial year and of the Profit or Loss of the Company for that period.

c) That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the Annual accounts on a going concern basis.

9. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis of Financial Condition and Results of Operation of the Company for the year under review, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement in mis Annual Report (Annexure 1)

10. CORPORATE GOVERNANCE CODE:

Corporate Governance along with the Certificate of the Auditors of your Company pursuant to Clause 49 of the Listing Agreement with the Stock Exchange has been included in this report as Annexure. Your Company has been practicing the principle of good Corporate Governance over the years. The Board of Directors supports the board principles of Corporate Governance over the years. In addition to the basic governing issues, the board lays strong emphasis on transparency, accountability and integrity

11. COMPLIANCE CERTIFICATE:

Compliance Certificate as required under section 383A of the Companies Act, 1956 prepared and issued by Ms. Ashwini Rajeshirke, Partner HS Associates, Company Secretaries is annexed in Annexure 2.

12. PARTICULARS OF EMPLOYEES:

There were no employees employed during the whole or part of the year who were in receipt of remuneration aggregating to Rs.5,00,000/- p.m. or Rs.60,00,000/- p.a. hence no particulars are given.

PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

A) Conservation of energy:

The Operations of the Company are not energy-intensive, though adequate measures have been taken to conserve and reduce energy consumption by using energy-efficient hardware and other equipment in line with the our philosophy is ^ that energy saved is energy produced.

B) Technology absorption, research and development:

In its endeavor to obtain and deliver the best, your Company successfully deployed a growing and diverse team of R & D specialist with expertise covering hardware, networking systems software, and database and application software. This helped the Company leverage the latest technologies and deploy/absorb cutting-edge technologies wherever feasible, relevant and appropriate. No separate record of the expenditure incurred on R & D is maintained.

C) There are no Foreign Exchange earnings and outgoings during the year.

14. APPRECIATION:

The Directors take this opportunity to thank all the employees, Banks and Customers for their contribution to the Company''s performance during the year under review. By order of the board Dhoot industries limited

Sd/-

Padamchand Dhoot

(Chairman)

Date: 8,h august, 2013.

Place: Mumbai

---

Mar 31, 2010

The Directors have great pleasure in presenting 25th Annual Report along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2010.

1. FINANCIAL RESULTS:

(Amt. In Rs.)

PARTICULARS Year ended

2010 2009

Total Income 12,32,990 65,88,505

Total Expenditure (Excluding Depreciation) 9,68,900 40,20,158

Gross Profit/(Loss) before Depreciation & Tax 2,64,090 25,68,347

Add/Less: Depreciation (Net) 1,40,518 1,51,530

Profit/(Loss) before Taxation 1,23,572 24,16,818

Less: Provision for Taxation - 23,140

Provision for income Tax & FBT - 8,02,072

Deferred Tax 27,795 (16,197)

Net Profit/(Loss) after Taxation 95,777 16,07,802

Transfer from General Reserve - -

Balance Brought forward from previous year 23,11,892 7,04,090

Balance carried forward to Balance Sheet 24,07,669 23,11,892



2. DIVIDEND:

In order to conserve the resources, your Directors do not recommend any dividend for this year.

3. DEPOSITS:

Your Company did not accept any deposits from the public during the current year.

4. AUDITORS:

M/s. Shyam C. Agrawal & Co., Chartered Accountants, Mumbai Auditors of the Company are holding the office till the conclusion of ensuing Annual General Meeting and have confirmed their availability for their re-appointment.

5. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 212 of the Companies Act, 1956 is not applicable.

6. DIRECTORS:

During the year Mr. Ramesh Khetan is retiring by rotation and being eligible offers himself for reappointment in pursuance of provisions of the Articles of Association of the Company.

7. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms,

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) That the Directors have 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 financial year and of the Profit or Loss of the Company for that period.

c) That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the Annual accounts on a going concern basis.

8- MANAGEMENT DISCUSSION AND ANALYSIS;

Management Discussion and Analysis of Financial Condition and Results of Operation of the Company for the vear under review, as stipulated in Clause 49 of the Listine Agreement with the Stock Exchanges, is given as a separate statement in this Annual Report (Annexure 1)

9.CORPORATE GOVERNANCE CODE:

Corporate Governance along with the Certificate of the Auditors of your Company pursuant to Clause 49 of the Listing Agreement with the Stock Exchange has been included in this report as Annexure. Your Company has been practicing the principle of good Corporate Governance over the years. The Board of Directors supports the board principles of Corporate Governance over the years. In addition to the basic governing issues, the board lays strong emphasis on transparency, accountability and integrity

10. COMPLIANCE CERTIFICATE:

Compliance Certificate as required under section 383A of the Companies Act, 1956 prepared and issued by JAY DSOUZA, partner of HS Associates, Company Secretaries is annexed in Annexure 2.

11. PARTICULARS OF EMPLOYEES:

There were no employees employed during the whole or part of the year who were in receipt of remuneration aggregating to Rs.2,00,000/- p.m. or Rs.24,00,000/- p.a. hence no particulars are given.

12. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

A) Conservation of energy:

The Operations of the Company are not energy-intensive, though adequate measures have been taken to conserve and reduce energy consumption by using energy-efficient hardware and other equipment in line with the our philosophy is that energy saved is energy produced.

B) Technology absorption, research and development:

In its endeavor to obtain and deliver the best, your Company successfully deployed a growing and diverse team of R & D specialist with expertise covering hardware, networking systems software, and database and application software. This helped the Company leverage the latest technologies and deploy/absorb cutting-edge technologies wherever feasible, relevant and appropriate. No separate record of the expenditure incurred on R & D is maintained.

C) There are no Foreign Exchange earnings and outgoings during the year.

13. APPRECIATION:

The Directors take this opportunity to thank all the employees, Banks and Customers for their contribution to the Companys performance during the year under review.



BY ORDER OF THE BOARD

DHOOT INDUSTRIES LIMITED

Sd/-

PADAMCHAND DHOOT

(DIRECTOR)

DATE: 6th SEPTEMBER, 2010.

PLACE: MUMBAI