Directors Report of Laddu Gopal Online Services Ltd.

Mar 31, 2025

Our Directors have pleasure in presenting the Thirty Second (32^nd) Annual Report on the business and operations of your
Company together with the audited accounts for the financial year ended March 31, 2025.

1. Financial Summary/ Performance of the Company:

PARTICULARS	For the financial year ended March 31, 2025	For the financial year ended March 31, 2024
Revenue from Operation	-	-
Other Income	322.20	274.20
Total Revenue	322.20	274.20
Purchase of stock-in-trade	-	-
Change in inventories of Finished Goods, Work-in¬ Process and Stock-in-Trade	-	-
Employees benefits expenses	6.94	9.42
Finance Cost	4.24	-
Depreciation	-	-
Other Expenses	150.11	29.23
Total Expenses	161.28	38.65
Profit before exceptional and extraordinary items and tax	160.92	235.55
Exceptional Item	Nil	Nil
Profit before Tax	160.92	235.55
Less: Current Tax	-	-
Deferred Tax	40.43	61.41
Income Tax paid of Earlier years	-	0.65
Profit For the Year	120.49	173.49
Other Comprehensive Income	0.00	0.00
Total Comprehensive Income for the year	120.49	173.49
Earning Per Share(EPS)
Basic	0.45	1.67
Diluted	0.45	1.67

2. Dividend

Your directors have considered it financially prudent in the long-term interest of the Company to reinvest the profits
in the business of the Company to build a strong reserve base and grow the business of the Company. No final
dividend has therefore been recommended for the year ended March 31, 2025.

3. Transfer to Reserves

During the year under the review your company has not declared dividend from the general reserves of the Company
Your Company has not transferred any sum to the General Reserves. The total Reserves and Surplus as at March 31,
2025 was Rs.3,522.99 Lakhs.

4. Transfer of Unclaimed Dividend and Unclaimed Shares:

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund)
Rules, 2016 (including amendments and modifications, thereof), no unpaid/unclaimed dividends were transferred
during the year under review to the Investor Education and Protection Fund.

5. Operations Review and the state of affairs of the Company

During the year under the review your Company focuses on achieving milestone in the same area. This would
strengthen the generation and sustainability of revenue in the years to come. Your Company achieved total revenue
of Rs 322.20/- Lakhs in 2024-25 as against Rs. 274.20/- Lakhs in 2023-24 and made a profit of Rs. 120.49/- Lakhs
in 2024-25 as against Profit of Rs. 173.49/- Lakhs in 2023-24.

6. Nature of Business

There is change in the nature of business of the company during the year. The Board has to consider from time-to-
time proposals for diversification into areas which would be profitable for the Company as a part of diversification
plans. For this purpose, the object clause of the Company of the company was amended with the approval of the
members through passing of Special Resolution as on June 14, 2025.

The company is now engaged in the business of social media marketing and management, including but not limited
to creating, managing, and optimizing social media accounts, developing and executing digital marketing strategies,
content creation, social media advertising, influencer marketing, and audience engagement. The company also offer
digital advertising services, including display advertising, video advertising, programmatic advertising, and media
buying across social media platforms, websites, mobile applications, and other digital channels.

Our company provide consulting, training, and advisory services in the areas of digital marketing, social media
strategy, online branding, content marketing, and analytics to businesses and individuals. Further, we develop,
design, and maintain digital products, tools, and platforms, including content management systems, customer
relationship management systems (CRM), Email marketing tools, and marketing automation systems for online and
digital marketing.

Furthermore, the company carries on the business of online brand management and reputation management by
monitoring and managing the digital presence and public perception of brands, businesses, and individuals on the
internet and social media platforms.

Furthermore, the company create, manage, and distribute online content in the form of blogs, videos, podcasts,
infographics, and other multimedia for the purpose of digital marketing, brand promotion, and online engagement.

7. Share Capital/ Capital Structure and Listing of Share

The issued, subscribed, paid up equity capital as on March 31, 2025 was Rs. 26,95,85,160*/-. The Authorized Capital
of Company is Rs. 40,00,00,000¹/-.The Paid-up Share Capital of your Company is Rs. 26,95,85,160 divided into
13,47,92,580 equity shares of Rs. 2/- each.

*On May 10, 2025, the Board of Directors approved the sub-division/ split of equity shares of the Company, such
that 1 (One) Equity Share of Rs. 10 (Rupees Ten Only) each fully paid up, be sub-divided/split into 5 (Five) Equity
Shares having face value of Re. 2 (Rupee Two Only) each fully paid up.

During the year under review, the company in terms of the Letter of Offer dated February 05, 2025 and in accordance
with the Basis of Allotment finalized in consultation with BSE Limited(BSE) (Designated Stock Exchange), and the
Registrar to the Issue, the Rights Issue Committee and Board of Directors of the Company has, at its meeting held
on today, i.e., March 20, 2025, approved the allotment of 1,65,89,856 Rights Equity Shares of face value of ? 10/-
each at a price of ?15/- per Rights Equity Share ( Including the Premium amount of Rs.5/- per share) .

The Company’s equity shares are listed with BSE Limited. The annual listing fee for the financial year 2024-25 is
required to be paid to the Stock Exchange.

8. Material changes and commitments affecting the financial position of the Company

Material Changes and Commitments Affecting Financial Position of the Company:

Subsequent to the end of the financial year i.e. 31^st March 2025 and up to the date of this Report, the following
material changes and commitments have occurred which have an impact on the financial position of the Company:

1. On April 09, 2025 the Company received Big Purchase Order from Star IT Solutions Limited related to
Digital Content Creation Social Media Marketing Digital Marketing Strategy & Campaigns worth
$69,84,000.

2. On May 10, 2025 the Company received Order Proposal amounting to USD 75,00,000 (approx. INR 65
Crores) from Chixin Technology Co., Limited, Hong Kong.

3. The company changes its Corporate Office of the company from 8/18 Basement, Kalkaji Extension, Kalkaji,
South Delhi, New Delhi, Delhi, India, 110019 to House No 503/12 Main Bazar, Sabzi Mandi, Shakti Nagar
North Delhi,110007.

4. On June 13, 2025, shareholders of the company approved the Sub-division (stock split) of every 1 (One)
equity share of face value of Rs. 10.00/- each into 5 (Five) equity shares of Face Value of Re. 2/- each and
consequent alteration of Capital Clause of the Memorandum of Association of the Company.

9. Subsidiaries, Associate Companies and Joint Venture

The Company is not required to consolidate its financial statement for the year ended 31^st March, 2025 as the
Company does not have any subsidiaries, joint venture, or associate Companies.

10. Indian Accounting Standards (Ind As):-

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazette dated February 16, 2015,
notified the Indian Accounting Standard (Ind As) and Ind AS has replaced the existing Indian GAAP prescribed
under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.
The Company has adopted Indian Accounting Standards (“Ind AS”) from April 01, 2017 (transition date to Ind
AS is April 01, 2016) and the financial Statements have been prepared in accordance with recognition and
measurement principal of Indian Accounting Standards (“Ind AS”) as prescribed under the Companies (Indian
Accounting Standards) Rules, 2015, as specified in section 133 of the Companies Act, 2013.

The Annual Accounts for the year ended 31^st March, 2025 have also been prepared in accordance with Indian
Accounting Standard (Ind AS).

11. Change in the Name of the Company:-

On September 30, 2024, the Company obtained shareholders’ approval for the change of its name from “ETT
Limited” to “Laddu Gopal Online Services Limited.”

Subsequently, on May 15, 2025, the Company received approval from the Bombay Stock Exchange (BSE) for the said
name change.

12. Promoter Reclassification:-

On June 04, 2024 the company received the Approval from BSE for Reclassification of the following promoters into
public.

S.No	Name of the Promoter	No. of Shares held	% of shareholding
1.	Gurpreet Sangla	0	0.00
2.	Sandeep Sethi	0	0.00
3.	Harvinder Singh	0	0.00
4.	Sanjay Arora	0	0.00

On July 30, 2024 the company received the Approval from BSE for Reclassification of the following promoters into
public.

S.No	Name of the Promoter	No. of Shares held	% of shareholding
1.	Alka Sethi	0	0.00
2.	Kuldeep Kaur	0	0.00
3.	Satvinder Kaur	0	0.00
4.	Shakuntla Arora	0	0.00
5.	Amici Securities Ltd.	0	0.00
6.	Appreciate Fincaap Privati Limited	0	0.00

On March 13, 2025 the company received the Approval from BSE for Reclassification of the following promoters into
public.

S.No	Name of the Promoter	No. of Shares held	% of shareholding
1.	Sunil Hukumat Rajdev	10,000	0.01

13. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company being engaged in the business of social media marketing and management etc. and the company does
not have any energy utilization or technology absorption. The Company during the year under review does not have
any inflow or outflow in foreign exchange.

The Information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo
under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014
is enclosed as “Annexure-I” and forms part to this report.

14. Board Meetings

During the year under review, the Board met Fifteen (15) times.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Board Meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive
notes and detailed background information are circulated well in advance before the date of the meeting thereby
enabling the Board to take informed decisions.

Following is the attendance of each of the Directors at the Board Meetings held during the period under review:

S. No.	Date of Meeting	Total No of Directors as on date of meeting	Attendance
			No. of Directors attended	% of Attendance
1	01-05-2024	3	2	100
2	10-05-2024	5	4	100
3	14-06-2024	5	4	100
4	08-08-2024	5	5	100
5	14-08-2024	5	4	100
6	31-08-2024	5	5	100
7	07-09-2024	5	5	100
8	19-10-2024	5	5	100
9	14-11-2024	5	5	100
10	23-11-2024	5	5	100
11	05-12-2024	5	5	100
12	28-12-2024	4	4	100
13	05-02-2025	4	4	100
14	13-02-2025	4	4	100
15	20-03-2025	4	4	100

15. Committee Meetings

a. AUDIT COMMITTEE

The composition of the Audit Committee and terms of reference are in compliance with the provisions of Section
177 of the Act. All members of the Committee are financially literate and have accounting or related financial
management expertise.

The Audit Committee consists of the following members as on March 31,2025:

i. Lovish Kataria - Chairperson

ii. Namrata Sharma - Member

iii. Nitin Ashokkumar Khanna - Member

During the year under review, the Audit Committee met 10 (Ten) times.

Following is the detail of the attendance of each of the members of the Audit Committee at its Meeting held during
the year under review:

S. No.	Date of Meeting	Total No of Directors as on date of meeting	Attendance
			No. of Directors attended	% of Attendance
1	01 May 2024	3	3	100
2	10 May 2024	3	3	100
3	08 Aug 2024	3	3	100
4	14 Aug 2024	3	3	100

5	14 Nov 2024	3	3	100
6	05 Dec 2024	3	3	100
7	28 Dec 2024	3	3	100
8	05 Feb 2025	3	3	100
9	13 Feb 2025	3	3	100
10	20 Mar 2025	3	3	100

b. Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee and terms of reference are in compliance with the
provisions of Section 178 of the Act.

The Nomination and Remuneration Committee consists of the following members as on March 31, 2025:

i. Lovish Kataria - Chairperson

ii. Namrata Sharma - Member

iii. Nitin Ashokkumar Khanna - Member

During the year under review, the Nomination and Remuneration Committee met 9 (Nine) times.

Following is the detail of the attendance of each of the members of the Nomination and Remuneration Committee at
its Meeting held during the year under review:

S. No.	Date of Meeting	Total No of Directors as on date of meeting	Attendance
			No. of Directors attended	% of Attendance
1	01 Apr 2024	3	3	100
2	01 May 2024	3	3	100
3	14 June 2024	3	3	100
4	23 July 2024	3	3	100
5	19 Oct 2024	3	3	100
6	14 Nov 2024	3	3	100
7	05 Dec 2024	3	3	100
8	28 Dec 2024	3	3	100
9	13 Feb 2025	3	3	100

c. Stakeholders Relationship Committee

The composition of the Stakeholders Relationship Committee and terms of reference are in compliance with the
provisions of Section 178 of the Act.

The Stakeholders Relationship Committee consists of the following members as on March 31,2025:

i. Lovish Kataria - Chairperson

ii. Namrata Sharma - Member

iii. Afsana Mirose Kherani - Member

During the year under review, the Stakeholders Relationship Committee met 2 (Two) times.

Following is the detail of the attendance of each of the members of the Stakeholders Relationship Committee at its
Meeting held during the year under review:

S. No.	Date of Meeting	Total No of Directors as on date of meeting	Attendance
			No. of Directors attended	% of Attendance
1	01 May 2024	3	3	100
2	14 Nov 2024	3	3	100

16. Annual Return

In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual Return of the Company for
the financial year ended March 31, 2025 has been uploaded on the website of the Company.

17. Directors & Key Managerial Personnel

The Company has a professional Board with Executive Directors & Non-Executive Directors who bring the right
mix of knowledge, skills, and expertise and help the Company in implementing the best Corporate Governance
practices.

a) Retirement by Rotation

Pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, One-
third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer
themselves for re-appointment at every AGM. Consequently, Mr. Nitin Ashokkumar Khanna (DIN:09816597),
Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible,
he has offered himself for re-appointment. Necessary resolution for his re-appointment are included in the
Notice of AGM for seeking approval of members. The Board of Directors has recommended his re-appointment.

The details as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 regarding re-appointment of Mr. Nitin Ashokkumar Khanna (DIN:09816597), his brief
resume, the nature of expertise in specific functional areas, names of Companies in which he hold Directorships,
committee Memberships/ Chairmanships, his shareholding in the Company etc., are furnished in the annexure
to the notice of the ensuing AGM.

b) Appointment

1. Ms. Afsana Mirose Kherani

• Ms. Afsana Mirose Kherani (DIN: 09604693) was appointed as Managing Director of the company with effect
from August 14, 2025 subject to approval by the shareholders in the general meeting .

• The above mentioned appointment has been approved by the shareholders by passing Special Resolution at the
Annual General Meeting held on September 30, 2024.

• The Board of Directors of Company approved the appointment of Ms. Afsana Mirose Kherani as a Chief
Financial officer of the Company with effect from 23^rd November, 2024.

2. Ms. Namrata Sharma

• The Board of Directors of Company based on the recommendation of the Nomination and Remuneration
Committee has appointed Ms. Namrata Sharma (DIN 10204473), as an Additional Non- Executive Independent
Director of the Company with effect from 01st May, 2024 subject to Shareholders’ Approval.

The above mentioned appointment has been approved by the shareholders by passing Special Resolution at the
Annual General Meeting held on September 30, 2024.

3. Mr. Lovish Kataria

• The Board of Directors of Company based on the recommendation of the Nomination and Remuneration
Committee has appointed Mr. Lovish Kataria (DIN 06925922) as an Additional Non- Executive Independent
Director of the Company effect from 01st May, 2024 subject to Shareholders’ Approval.

• The above mentioned appointment has been approved by the shareholders by passing Special Resolution at the
Annual General Meeting held on September 30, 2024.

4. Mr. Nitin Ashokkumar Khanna

• The appointment of Mr. Nitin Ashokkumar Khanna as a Non-Executive Non Independent Director has been
approved by the shareholders by passing Special Resolution at the Annual General Meeting held on September
30, 2024.

5. Ms. Geeta Sethi

• The Board of Directors of Company based on the recommendation of the Nomination and Remuneration
Committee has appointed Ms. Geeta Sethi (DIN: 10317304) as an Additional Non- Executive Non Independent
Director of the Company with effect from 14th June, 2024 subject to Shareholders Approval.

6. Mr. Subodh Kumar

• The Board of Directors of Company based on the recommendation of the Nomination and Remuneration
Committee has appointed Mr. Subodh Kumar (DIN 09734308) as an Additional Non- Executive Independent
Director of the Company with effect from 14th June, 2024 subject to Shareholders’ Approval.

7. Mr. Vivek Sharma

• The Board of Directors of Company based on the recommendation of the Nomination and Remuneration
Committee has appointed Mr. Vivek Sharma (DIN: 09733008) as an Additional Non- Executive Independent
Director of the Company with effect from 14th June, 2024 subject to Shareholders’ Approval.

8. Ms. Juhi Khandelwal

• The Board of Directors of Company appointed Ms. Juhi Khandelwal (M.No:- A49149) as the Company Secretary
and Compliance Officer (Key Managerial Personnel) of the Company in terms of Section 203 of the Companies
Act, 2013 read with regulation 6 of SEBI (Listing Obligation and Disclosure Requirement) 2015, with effect from
14th November, 2024

c) Cessation

1) Mr. Ratinder Pal Singh Bhatia

Board received the resignation of Mr. Ratinder Pal Singh Bhatia and board considered and accepted the
Resignation of Mr. Ratinder Pal Singh Bhatia from the post of Non Executive Independent Director of the
company with effect from 01^st April, 2024.

2) Mr. Sanjay Sharma

Board received the resignation of Mr. Sanjay Sharma and board considered and accepted the Resignation of
Mr. Sanjay Sharma from the post of Non Executive Independent Director of the company with effect from
01^st April, 2024.

3) Ms. Roopal Sharma

Board received the resignation of Ms. Roopal Sharma and board considered and accepted the Resignation of
Ms. Roopal Sharma from the post of Non Executive Independent Director of the company with effect from 01^st
April, 2024.

4) Ms. Geeta Sethi

Board received the resignation of Ms. Geeta Sethi and board considered and accepted the Resignation of Ms.
Geeta Sethi from the post of Non Executive Non Independent Director of the company with effect from 23^rd
July, 2024

5) Mr. Vivek Sharma

Board received the resignation of Mr. Vivek Sharma and board considered and accepted the Resignation of
Mr. Vivek Sharma from the post of Non Executive Independent Director of the company with effect from 23rd
July, 2024

6) Mr. Subodh Kumar

Board received the resignation of Mr. Subodh Kumar and board considered and accepted the Resignation of
Mr. Subodh Kumar from the post of Non Executive Independent Director of the company with effect from
23rd July, 2024.

7) Mr. Narendra Kumar Chitosia

Board received the resignation of Mr. Narendra Kumar Chitosia and board considered and accepted the
Resignation of Mr. Narendra Kumar Chitosia from the post of Non Executive Non Independent Director of the
company with effect from 28^th December, 2024.

8) Ms. Sanjana Rani

Board received the resignation of Ms. Sanjana Rani and board considered and accepted the Resignation of Ms.
Sanjana Rani from the post of Company Secretary (Key Managerial Personnel) as Compliance Officer and
Chief Financial Officer (CFO) of the company with effect from 09^th September, 2024.

Woman Director

In terms of Section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of
Directors) Rules, 2014 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015, the Company has appointed Afsana Mirose Kherani who is serving on the Board of the
Company, since the year 2024.

18. Declaration from Independent Directors on Annual Basis

The Independent Directors have submitted their declaration of independence, stating that:

a) They continue to fulfill the criteria of independence provided in Section 149 (6) of the Act along with Rules
framed thereunder and Regulation 16(1)(b) ; and

b) There has been no change in the circumstances affecting his/ their status as Independent Directors of the
Company.

The Independent Directors have also confirmed that they have complied with the Company’s Code of Conduct. In
terms of Section 150 of the Act and Rules framed thereunder, the Independent Directors have also confirmed their
registration (including renewal of applicable tenure) and compliance of the online proficiency self- assessment test
with the Indian Institute of Corporate Affairs (IICA).

The Board opined and confirm, in terms of Rule 8 of the Companies (Accounts) Rules, 2014 that the Independent
Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective
fields.

19. Policy on Directors’ appointment and Policy on Remuneration

Pursuant to the provisions of Section 134 (3) (e) and Section 178 of the Companies Act, 2013 and in terms of
Regulation 19(4) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board has
formulated a policy on Nomination and Remuneration for its Directors, Key Managerial Personnel and senior
management.

The salient features of the Policy are:

• It provides the diversity on the Board of the Company and

• It provides the mechanism for performance evaluation of the Directors

• It lays down the parameters based on which payment of remuneration (including sitting fees and
remuneration) should be made to Independent Directors and Non-Executive Directors.

• It lays down the parameters based on which remuneration (including fixed salary, benefits and perquisites,
bonus/ performance linked incentive, commission, retirement benefits) should be given to Whole-time
Directors, KMPs and rest of the employees.

• It lays down the parameters for remuneration payable to Director for services rendered in other capacity.

It is hereby affirmed that the Remuneration paid is as per the Remuneration Policy of the Company. During the
year under review, there were no substantive changes in the Policy except to align the Policy with amendments
made to applicable laws.

20. Directors Performance Evaluation Report

In terms of Companies Act, 2013 and SEBI Listing Regulations, there is requirement of formal evaluation by the
Board of its own performance and that of its committees and individual directors.

The Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework
containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees
and individual directors, including Independent Directors. The framework is monitored, reviewed and updated
by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new
compliance requirements.

The Board of Directors have carried out the annual evaluation of its own performance, the Individual Directors
including the Chairman as well as the evaluation of the working of its Committees. The evaluation of Board as a
whole and Non-Independent Directors including Chairman was done by the Independent Directors in their
meeting held on 31^st March, 2025.The details of evaluation process of the Board, its Committees and individual
directors, including independent directors have been provided under the Corporate Governance Report which
forms part of this Report.

21. Director’s Responsibility Statement

Pursuant to Section 134(3) (c) and Section 134(5) of the Companies act, 2013, the Board of Directors of

the Company hereby confirms and accepts the responsibility for the following in respect of the Audited Annual
Accounts for the financial year ended March 31, 2025:

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

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

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

d) That the annual accounts/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 the directors had devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

22. Auditors

i. Statutory Auditor and their Report

Pursuant to the provisions of Section 139 of the Act, and rules made thereunder, M/s. S D P M & Co., Chartered
Accountants (Firm Registration No. 126741W) were appointed as the Statutory Auditors of the Company for a
period of five consecutive years, to hold the office from the conclusion of 31^st Annual General Meeting up to the
Conclusion of 36^th Annual General Meeting held in the year 2029 at a remuneration as may be fixed by the Board
of Directors or Audit Committee in consultation with the Auditors thereof.

M/s.VSD & Associates, Chartered Accountants resigned from the position of Statutory Auditors of the Company
as on May 11, 2024.

M/s. GSA & Associates LLP, Chartered Accountants was appointed on June 14, 2024 as Statutory Auditor to fill
in the casual vacancy in the office of Statutory Auditor and to hold office till the conclusion of the ensuing Annual
General Meeting.

M/s. GSA & Associates LLP, Chartered Accountants resigned from the position of Statutory Auditors of the
Company as on July 23, 2024.

M/s. S D P M & Co. Chartered Accountants was appointed August 08, 2024 as Statutory Auditor to fill in the casual
vacancy in the office of Statutory Auditor and to hold office till the conclusion of the ensuing Annual General
Meeting.

Pursuant to Section 139 and 141 of the Act and relevant Rules prescribed there under, the Statutory Auditors have
confirmed that they are not disqualified from continuing as Auditors of the Company.

The Audit report on the financial statement of the Company for the FY 2024-25 forms part of the Annual Report.
There are Qualified Opinion mentioned by M/s. S D P M & Co., Chartered Accountants, in their report for the
financial year ended 31^st March, 2025.

S. No.	Details of Audit Qualification	Management Response.
1.	In our opinion and according to the information and explanations provided to us, the provisions of Section 45-IA of the Reserve Bank of India Act, 1934 is applicable the company, because the company’s financial assets constitute more than 50 percent of the total assets and income from financial assets constitute more than 50 percent of the gross income. However, company does not obtain registration under the provisions of Section 45-IA of the Reserve Bank of India Act, 1934.	On account of no impact on figures, adjustments to be required
2.	Outstanding balance of unsecured loans received, loans advanced and trade advances are subject to confirmation and supporting documents.	On account of no impact on figures, adjustments to be required
3.	During the year, the company has given loans & advances to corporates which exceeds the limit specified under Section 186 of the Companies Act, 2013.	Approval of shareholders proposed to be taken in the ensuing Annual General Meeting.

Pursuant to Section 134 (3) (ca) during the year under review, the Statutory Auditor have not reported any instances
of frauds committed in the Company by its Officers or Employees to the Audit Committee or the Board or Central
Government under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this
report.

ii. Cost Auditors and Maintenance of Cost Records

In pursuant to Section 148(1) of the Companies Act, 2013 and rules and regulation made there under read with the
Companies (Accounts Rules) Amendment Rules, 2018, Cost audit is not applicable to the Company and therefore
maintenance of cost records as specified under section 148(1) of the Act, is not required.

iii. Secretarial Auditors and Secretarial Audit Report

In terms of Section 204(1) of Companies Act, 2013, read with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company has appointed M/s CS Vishakha Agarwal of M/s. Vishakha
Agarwal & Associates, Company Secretaries, Delhi as the Secretarial auditor of the Company for the financial
year ending 31^st March, 2025.

The Secretarial Audit Report submitted by CS Vishakha Agarwal of M/s. Vishakha Agarwal & Associates,
Company Secretaries in prescribed format in MR-3 to the shareholders of the Company is annexed to this Report
as “Annexure-IV”.

23. Particulars of loans, guarantees or investments made under Section 186 of the Companies Act, 2013

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the
Note No. 1.1 and 1.4 to the financial statements.

24. Unsecured Loan from Directors:

During the year under review, the Company has not borrowed an unsecured loan from any of the Directors of the
Company.

25. Shifting of Registered Office of the Company

On November 14, 2024, the Company has shifted its registered office from 8/18 Basement, Kalkaji Extension,
Kalkaji, South Delhi, New Delhi, Delhi, India, 110019 To House No 503/12 Main Bazar Sabzi Mandi New Delhi
110007. with in the same city.

26. Particulars of contract or arrangements with related parties referred to in Section 188(1)

With reference to Section 134 (3)(h) of the Act, all the contracts and arrangements with related parties under Section
188(1) of the Act, entered by the Company during the financial year, were approved by the Audit Committee and
wherever required, also by the Board of Directors.

All related party transactions that were entered into during the financial year were on arm’s length basis, in the
ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI Listing
Regulations.

The disclosure of material related party transactions as required under Section 134(3)(h) of the Act in Form No.
AOC-2 is annexed tothis Report as “Annexure-V”.

All related party transactions are approved/ reviewed by the Audit Committee on quarterly basis, with all
the necessary details and are presented to the Board and taken on record. The Board has formulated policy
on Related Party Transactions.

All the related party transactions under Ind AS-24 have been disclosed at Note No. 3.5 to the standalone financial
statements forming part of this Annual Report.

A confirmation as to compliance of Related Party Transactions as per Listing Regulations is also sent to the Stock
Exchanges along with the quarterly compliance report on Corporate Governance. Disclosure of related party
transactions on a consolidated basis is also sent to the Stock Exchanges after publication of standalone financial
results for the half year.

27. Internal Audit

At the beginning of each financial year, an audit plan is rolled out with approval of the Company’s Audit Committee.
The plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof,
robustness of internal processes, policies and accounting procedures and compliance with laws and regulations.
Based on the reports of internal audit, process owners undertake corrective action in their respective areas.
Significant audit observations and corrective actions are periodically presented to the Audit Committee of the Board.

28. Internal Financial Control

According to Section 134(5)(e) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules,
2014, the term Internal Financial Control(IFC) means the policies and procedures adopted by the Company for
ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial information.

The Company believes that a strong internal control framework is very much essential and is part of good corporate
governance practices. Your Company has in placewell defined and adequate internal financial control framework
commensurate with the size and complexity ofits business to ensure proper recording of financial &operational
information, compliance of various internal control and other regulatory/statutory compliances. All internal Audit
findings and control systems are periodically reviewed by the Audit Committee of the Board of Directors, which
provides strategic guidance on internal control.

29. Risk Management Policy

Pursuant to the provisions of Section 134 (3) (n) of the Companies Act, 2013, the Company has put in place
comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically. In
order to effectively and efficiently manage risk and address challenges, the Company has formulated Risk
Management Policy.

The risk management approach is based on the clear understanding of the variety of risks that the organization faces,
disciplined risk monitoring and measurement and continuous risk assessment and mitigation reserves. The objective
of any risk identification and assessment process is to evaluate the combination of like hood and level of negative
impacts from an event. The three main components of risk assessment are business risk, service/ operational risk
and external risk. The Company manages the risk in line with current risk management best practices. This facilitates
the achievement of our objectives, operational effectiveness and efficiency, protection of people and assets,
informed decision-making and compliance with applicable law and regulations. The Board has formulated policy
on Risk Management Policy.

30. Committees of Board

(i) Corporate Social Responsibility (CSR)

In pursuant to Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility
Policy) Rules, 2014, Every company having net worth of rupees five hundred crore or more, or turnover of rupees
one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial
year shall constitute a Corporate Social Responsibility Committee ofthe Board consisting of three or more Directors,
out of which at least one director shall be an independent director.

During the year under review none of the condition as prescribed under Section 135 of the Companies Act, 2013
read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are applicable to the company; hence
the provision is not applicable.

(ii) Audit Committee

Audit Committee of the Company meets the requirements of Section 177 of the Companies Act, 2013 and
Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The details of the
composition of the Audit Committee as required under the provisions of Section 177(8) of the Companies Act, 2013
are given in the Corporate Governance Report which forms part of this annual report.

The terms of reference of Audit Committee are confined to Companies Act 2013 & Regulation 18 of the SEBI
(Listing Obligations and Disclosure Requirements), Regulations, 2015 read with Part-C of Schedule II.

During the year under review, the Board has accepted all the recommendations of the Audit Committee. The details
of meetings with attendance thereof and terms of reference of Audit Committee have been provided in the Corporate
Governance Report which forms part of this report.

(iii) Nomination and Remuneration Committee

The Company has formed the Nomination and Remuneration Committee in accordance with the provisions of the
Section 178 Companies Act 2013 and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirement)
Regulations, 2015. The details about the composition of the said committee of the Board of Directors along with
attendance thereof have been provided in the Corporate Governance Report forming part of this report.

(iv) Stakeholder Relationship Committee

The Company has also formed Stakeholder’s Relationship Committee in compliance to the Companies Act, 2013
& Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details about
the composition of the said committee of the Board of Directors along with attendance thereof have been provided
in the Corporate Governance Report forming part of this report.

31. Disclosure on Pubic Deposit

During the year under review, the Company has neither accepted nor renewed any deposits in terms of Chapter V of
the Companies Act, 2013 and Rules framed thereunder.

32. Managing the Risks of Fraud, Corruption and Unethical Business Practices
Disclosure on Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism/Whistle blower Policyas a part of its vigil mechanism. The purpose
of this Policy is to enable any person including the directors, employees, other stakeholders, etc. to raise concerns
regarding unacceptable and improper practices and/or any unethical practices in the organization without the
knowledge of the management.

All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or
any unethical practice, fraud or violation of any law, rule or regulation, potential or actual violation, leakage of
unpublished price sensitive information without fear of reprisal.

The Company believes in the conduct of its affairs and its constituents by adopting the highest standards of
professionalism, honesty, integrity, and ethical behavior, in line with the Code of Conduct (‘Code’). All the
stakeholders are encouraged to raise their concerns or make disclosures on being aware of any potential or actual
violation of the Code, policies or the law. Periodic awareness sessions are also conducted for the same.

The Board has formulated policy on Vigil Mechanism/ Whistle blower Policy.

33. Significant and material orders passed by the regulators or courts or tribunals impacting the going concerns
status and company''s operations in future

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal
which shall impact the going concern status and Company''s operations in future.

34. Corporate Governance

Good Corporate practice is a norm at Laddu Gopal Online Services Limited (Formerly known as ETT Limited). The
Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate
Governance requirements set out by the Securities and Exchange Board of India (SEBI). Besides complying with the
legal framework of Corporate Governance Practices. As per the requirement of Regulation 34(3) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 executed with the Stock Exchange(s), Your Company
has complied with the Corporate Governance norms as stipulated under the Listing Regulations. A detailed report
on Corporate Governance forms part of this Annual Report.

35. Management Discussion & Analysis Report

As per requirements of Listing Regulations, a detailed review of the developments in the industry, performance of
the Company, opportunities and risks, internal control systems, outlook etc. of the Company is given under the head
Management Discussion and Analysis Report, which forms part of this Annual Report.

36. Sexual Harassment of Woman at work place

The Company has zero tolerance for sexual harassment at workplace and had in place policy on Prevention, Prohibition
and Redressal of Sexual Harassment for women at workplace in accordance with the requirements of Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act’) and Rules made
thereunder.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013(POSH Act) and Rules made thereunder, the Company has constituted Internal Committees (IC). Our POSH
Policy is now inclusive and gender neutral, detailing the governance mechanisms for prevention of sexual harassment
issues relating to employees across genders including employees who identify themselves with LGBTQI community.
During the year, company has not received any sexual harassment complaints.

To build awareness in this area, the Company has been conducting induction/refresher programmes in the organisation
on a continuous basis. During the year, your Company organised offline training sessions on the topics of Gender
Sensitisation and Code Policies including POSH for all office and factory-based employees.

During the year under review, no complaint pertaining to sexual harassment at work place has been received by the
Company.

37. Independent Director’s familiarisation Programme

The Company has formulated a programme for familiarization of Independent Director with regard to roles, rights,
responsibilities, nature of the industry in which the Company operates, the business model of the Company etc.
However, during the year under review, there was no change in the nature of business of the company and

its business vertical/structure/operational strategy, etc., which would have necessitated fresh Familiarization
Programme for Independent Directors.

38. Secretarial Standards

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

39. Investor Services

To improve investor services, your Company has taken the following initiatives:-

• An Investor Relation Section on the website of the Company (https://lgos.in/) has been created to help investors
to know the policies and rights of investors.

• There is a dedicated e-mail id [email protected] for sending communications to the Company
Secretary. Members may lodge their requests, complaints and suggestions on this e-mail as well.

40. Listing

The Company’s equity shares are listed on BSE Limited (“BSE”) having nation-wide trading terminals. Annual
listing fee for the Financial Year 2025-26 have been paid to BSE.

41. General

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

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

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) The Company does not have any scheme of provision of money for the purchase of its own shares by employees
or by trustees for the benefit of employees.

d) Any remuneration or commission received by Managing Director of the Company, from any of its subsidiary.

e) During the period No fraud has been reported by the Auditors to the Audit Committee or the Board.

f) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

g) There was no instance of onetime settlement with any Bank or Financial Institution.

42. Compliance with the Maternity Benefit Act, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable
amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive
workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed
under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal
during maternity leave.

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

43. Details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016
during the year along with their status as at the end of the financial year:

During the year under review and till date of this Report, the Company has neither made any application against
anyone nor any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016.

44. Details of difference between the amount of the valuation done at the time of one time settlement and the
valuation done while taking loan from the banks or financial institutions along with the reasons thereof:

The Company has neither availed any loan from banks or financial institution and hence there is no application being
ever made for One Time Settlement (OTS) with any banks or financial institution.

45. Appreciation

Your Company has been able to perform efficiently because of the culture of professionalism, creativity, integrity
and continuous improvement in all functions and areas as well as the efficient utilization of the Company''s resources
for sustainable and profitable growth.

The Directors hereby wish to place on record their appreciation of the efficient and loyal services rendered by each
and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have
been possible.

46. The Directors appreciate and value the contribution made by every member of the Laddu Gopal Online
Services Limited (Formerly known as ETT Limited) family.

By the order of the Board of Directors
For Laddu Gopal Online Services Limited
(Formerly known as ETT Limited)

Sd/- Sd/-

Place: Delhi Afsana Mirose Kherani Nitin Ashokkumar Khanna

Date: 13^th August, 2025 Managing Director Director

(DIN: 09604693 ) (DIN:- 09816597 )

1

On December 28, 2024, the Board of Directors approved the Increase in the authorize share capital of the
Company from 21,00,00,000/- (Rupees Twenty One Crores Only) divided into 2,10,00,000 (Two Crores and Ten
Lakhs) equity shares of face value of Rs. 10/- (T en Rupee) each to 40,00,00,000 /- (Rupees Forty Crore Only) divided
into 4,00,00,000 (Four Crore ) equity shares of face value of Rs. 10/- (Ten Rupees) each.

---

Mar 31, 2024

The Board of Directors hereby submits the report of the business and operations
of your Company together with the audited financial statements for the financial
year ended March 31, 2024.

Financial Performance

Your Company’s financial performance for the year under review as compared
with that during the previous year is summarized below:

(Amt. in lakhs

Particulars	Financial Year ended
	March 31, 2024	March 31, 2023
Revenue from Operations	0.00	71.99
Other Income	274.20	208.30
Total Income	274.20	280.29
Profit/ loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	235.55	184.09
Less: Depreciation/ Amortisation/ Impairment	0.00	23.41
Profit/ loss before Finance Costs, Exceptional items and Tax Expense	235.55	160.68
Less: Finance Costs	0.00	1.23
Profit/ loss before Exceptional items and Tax Expense	235.55	159.45
Add/ (less): Exceptional items	0.00	835.85
Profit/ loss before Tax Expense	235.55	995.30
Less: Tax Expense	62.06	145.05
Profit/ loss for the year (1)	173.49	850.25
Total Comprehensive Income/ loss (2)	0.00	(1.76)
Total (1 2)	173.49	848.49

State of the Company’s affairs

a) The Company is engaged in the business as property developers and
allied services. There has been no change in the business of the
Company during the year ended March 31, 2024.

b) The highlights of the Company’s performance are as under:

Total Income and Operating Profit (Loss) for the year under review
amounted to Rs. 274.20 Lakh and Rs. 235.55 Lakh respectively as

compared to Rs. 280.29 Lakh and Rs. 184.09 Lakh, in the previous
financial year.

The Profit (Loss) before Tax and Profit (Loss) after Tax for the year under
review amounted to Rs. 235.55 Lakh and Rs. 173.49 Lakh respectively as
compared to Rs. 995.30 Lakh and Rs. 850.25 Lakh, in the previous
financial year.

Other Material Changes

A Share Purchase Agreement was executed between the erstwhile promoters of
the Company i.e Mr. Sandeep Sethi, Mr. Gurupreet Sangla, Mr. Harvinder Singh
and Mr. Sanjay Arora and the Mr. Sunil Hukumat Rajdev on in respect of the
shares held by the erstwhile promoters.

Subsequently, open offer of 26,95,852 equity shares was made by the acquirer
against which 1,40,000 equity shares were tendered by the public.

During the year under review, the Open Offer under SEBI (SAST) Regulations,
2011 by the new Promoter - Mr. Sunil Hukumat Rajdev was completed and he
acquired the equity shares held by the promoters of the Company.

Post completion of the Open Offer under SEBI (SAST) Regulations, 2011, the
Promoter and Promoter Group Shareholders were reclassified as Public
Shareholders under the provisions of Regulation 31A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015.

Management’s discussion and analysis report

In terms of the provisions of Regulation 34 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (hereinafter referred to as Listing Regulations), the Management’s
discussion and analysis report is set out in this Annual Report.

Share Capital

a) Equity shares with differential rights

The Company has not issued any equity share with differential rights
during the year under review.

b) Buy Back of Securities

The Company has not bought back any equity shares during the year
under review.

c) Sweat Equity

The Company has not issued any sweat equity shares during the year
under review.

d) Bonus Shares

No bonus shares were issued during the year under review.

e) Employees Stock Option Plan

The Company has not provided any stock option scheme to the
employees.

Investor Education and Protection Fund (IEPF)

There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company during the year under review.

Directors and Key Managerial Personnel

As per the Articles of Association of the Company and the relevant provisions of
the Companies Act, 2013, Mr. Narendra Kumarchitosia (DIN 09487160) is liable
to retire by rotation at the ensuing Annual General Meeting (‘AGM’) and being
eligible, offer himself for re-appointment. Keeping in view his expertise,
experience and knowledge, the Board considers it desirable to continue to avail
his services and recommends his re-appointment.

During the year under review, Ms. Sanjana Rani, Company Secretary of the
Company was appointed as Chief Financial Officer of the Company with effect
from July 12, 2023 in recognition of her performance and dedication towards
the Company.

Further, Mr. Sandeep Sethi and Mr. Gurupreet Sangla, Managing Directors of
the Company have tendered their resignations post completion of the Open Offer
under SEBI (SAST) Regulations, 2011, by the new Promoter - Mr. Sunil
Hukumat Rajdev. Their resignations were effective from the closing of the
business hours of February 14, 2024.

Ms. Afsana Mirose Kherani (DIN: 09604693), Mr. Narendra Kumar Chitosia
(DIN: 09487160) and Mr. Nitin Ashokkumar Khanna (DIN: 09816597) were
appointed as an Additional Non-Executive Directors on the board of the
Company in the Board meeting held on March 20, 2024.

Mr. Harvinder Singh and Mr. Sanjay Arora, Executive Directors of the Company
have also tendered their resignations post completion of the Open Offer under
SEBI (SAST) Regulations, 2011, by the new Promoter - Mr. Sunil Hukumat
Rajdev. Their resignations were effective from the closing of the business hours
of March 20, 2024.

After the closure of the financial year under review, the Independent Directors of
the Company i.e Mr. Ratinder Pal Singh Bhatia, Mr. Sanjay Sharma and Ms,
Roopal Sharma, also gave their resignation pursuant to the completion of the
Open Offer under SEBI (SAST) Regulations, 2011, by the new Promoter - Mr.
Sunil Hukumat Rajdev effective from the April 1, 2024.

Subsequently, Mr. Lovish Kataria (DIN: 06925922) and Ms. Namrata Sharma
(DIN: 10204473) were appointed as an Additional Non-Executive Independent
Director for a term of 5 years with effect from May 01, 2024, subject to the
approval of members in the ensuing General Meeting.

Particulars of Loans, Guarantees or Investments

Loans, guarantees and investments covered under Section 186 of the
Companies Act, 2013 form part of the notes to the financial statements provided
in this Annual Report.

Particulars of Contracts or Arrangements made with Related Parties

In line with the requirements of the Companies Act, 2013 and Listing
Regulations, a Policy on Related Party Transactions is in place. The policy
intends to ensure that proper reporting, approval and disclosure processes are
in place for all transactions between the Company and Related Parties.

All related party transactions that were entered into during the financial year
were on arm’s length basis and were in the ordinary course of business. There
are no materially significant related party transactions made by the Company
which may have potential conflict with interest of the Company at large.
Accordingly, particulars of contracts or arrangements with related parties
referred to in Section 188(1) of the Companies Act, 2013 in Form AOC-2 do not
form part of the report. The details of the related party transactions are set out
in Note 32 to the financial statements forming part of this Annual Report.

Transfer to reserves

The closing balance of the retained earnings of the Company for the financial
year 2024, after all appropriation and adjustments was Rs. 1405.64 Lakh. No
retained earnings have been transferred to General Reserve, during the year
under review.

Dividend

To retain funds for future projects, your Directors do not recommend any
dividend for the year ended March 31, 2024.

Deposits

The Company has neither accepted nor renewed any deposits during the year
under review.

Remuneration Policy

The policy of the Company on directors’ appointment and remuneration,
including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under sub-section (3) of
Section 178 of the Companies Act, 2013, is in place. We affirm that the
remuneration paid to the directors is as per the terms laid out in the nomination
and remuneration policy of the Company. The disclosure pertaining to the
managerial remuneration is mentioned in the Corporate Governance Report.

Particulars of Employees

The particulars of employees in accordance with the provisions of Section
197(12) of the Companies Act, 2013, read with Rule 5(1) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
appended as Annexure 1 to the Board’s report. The information required under
Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of
the Report.

Annual Evaluation of Board Performance and Performance of its
Committees and of Directors

Pursuant to the applicable provisions of the Companies Act, 2013 and the
Listing Regulations, the Board has carried out an annual evaluation of its own
performance, performance of the Directors as well as the evaluation of the
working of its Committees. The Nomination and Remuneration Committee has
defined the evaluation criteria, procedure and time schedule for the performance
evaluation process for the Board, its Committees and Directors. The detailed
manner in which formal annual evaluation has been made by the Board has
been mentioned in the Corporate Governance Report which is part of this report.

Meetings of the Board

The Board of Directors met 10 (Ten) times during the year ended
March 31, 2024 i.e. in accordance with the provisions of the Companies Act,
2013 and rules made there under. For further details, please refer report on
Corporate Governance which forms part of this Annual Report.

Declaration by Independent Directors

The Company has received necessary declaration from each Independent
Director under Section 149(7) of the Companies Act, 2013, that he/ she meets
the criteria of independence laid down in Section 149(6) of the Companies Act,
2013 and Regulation 25 of the Listing Regulations.

All Independent Directors have registered themselves with the Indian Institute of
Corporate Affairs for the inclusion of their name in the data bank of
independent directors, pursuant to the provision of Rule 6(1) of Companies
(Appointment and Qualification of Directors) Rules, 2014. Further, they have
confirmed that they shall comply with other requirements, as applicable under
the said rule.

In accordance with the provisions of the Companies Act, 2013, none of the
Independent Directors are liable to retire by rotation.

Familiarization Program of Independent Directors

The details of familiarization program for Independent Directors are in place.
The Company issues a formal letter of appointment outlining his/ her role,
function, duties and responsibilities, at the time of appointment of an
independent director.

Separate Independent Directors’ Meeting

During the financial year ended March 31, 2024, separate meeting of the
Independent Directors was held on March 25, 2024 without the attendance of
non-independent directors and members of the management. Independent
Directors Meeting considered the performance of Non-Independent Directors
and Board as whole and assessed the quality, quantity and timeliness of flow of
information between the Company Management and the Board.

Internal Financial Control and its adequacy

The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no
reportable material weakness in the design or operation was observed.

Statutory Auditors

In terms of Section 139 of the Companies Act, 2013, read with Companies
(Audit and Auditors) Rules, 2014, Members of the Company in the 29^th Annual
General Meeting held on September 29, 2022 approved the appointment of M/s
VSD & Associates, Chartered Accountants (FRN: 008726N), as the Statutory
Auditors of the Company for a term of 5 years i.e. from the conclusion of 29^th
Annual General Meeting till the conclusion of 34^th Annual General Meeting of
the Company.

However, after the closure of the financial year under review, M/s VSD &
Associates, Chartered Accountants (FRN: 008726N), had tendered their
resignation, due to their pre-occupation in other assignments, effective from
May 11, 2024.

In order to fill the casual vacancy so created by the resignation of M/s VSD &
Associates, Chartered Accountants, M/s GSA & Associates LLP, Chartered
Accountants, were appointed in a Board Meeting held on June 14, 2024, as the
Statutory Auditors of the Company, subject to the approval of the shareholders
in the general meeting, to hold the office up to the conclusion of the ensuing
Annual General Meeting of the Company.

Further, M/s GSA & Associates LLP, Chartered Accountants, submitted their
resignation as Statutory Auditors of the Company effective from July 23, 2024.

Therefore, M/s S D P M & Co. Chartered Accountants, (ICAI Firm Registration
No. 126741W) were appointed as a Statutory Auditors in the Board meeting
Held on 07^th August 2024 in a casual vacancy caused due to the resignation of
M/s GSA & Associates LLP, Chartered Accountants, to hold the office for the
period up to the conclusion of the ensuing Annual General Meeting of the
Company.

Auditors’ Report

The Report given by M/s VSD & Associates, Chartered Accountants on the
financial statement of the Company for the year ended March 31, 2024 is part of
the Annual Report. The observation of the Auditors along with comments of the
Board of Directors thereon is as follows:

“In our opinion and according to the information and explanations provided to
us, the provisions of Section 45-IA of the Reserve Bank of India Act, 1934 (2 of
1934) is applicable to the Company, because the company’s financial assets
constitute more than 50 per cent of the total assets and income from financial
assets constitute more than 50 per cent of the gross income. However, the
company does not obtained registration under the provision of Section 45-IA of
the Reserve Bank of India Act, 1934, because as per the management the
transaction entered are temporary in nature and it has breached the limit
specified under the provision Section 45-IA due to certain specific transactions.”

Auditor Comment

Management Response

In our opinion and according to the information and explanations provided to us, the provisions of Section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) is applicable to the Company, because the company’s financial assets constitute more than 50 per cent of the total assets and income from financial assets constitute more than 50 per cent of the gross income. However, the company does not obtained registration under the

There was no business in previous year, hence the company has taken loan for the utilization in the business and the same will be repaid in future times.

provision of Section 45-IA of the Reserve Bank of India Act, 1934, because as per the management the transaction entered are temporary in nature and it has breached the limit specified under the provision Section 45-IA due to certain specific transactions (refer note no 48).

Accounts along with notes and Independent Auditors’ Report (except as
aforesaid) are self-explanatory and do not require further explanation and
clarification.

Accounts along with notes and Independent Auditors’ Report (except as
aforesaid) are self explanatory and do not require further explanation and
clarification.

Secretarial Auditor

As required under Section 204 of the Companies Act, 2013 and rules
thereunder, the Board has appointed CS Megha Samdani Proprietor of
MK Samdani & Co., as secretarial auditor of the Company for the financial year
2023-24. The secretarial audit report for the financial year 2023-24 forms part
of this report as Annexure 2. The secretarial audit report does not contain any
qualification, reservation or adverse remark.

Corporate Governance Report

The Corporate Governance Report, as stipulated under the Listing Regulations,
forms part of this Report. Your Company has in place all the statutory
Committees required under the law. Details of Board Committees along with
their terms of reference, composition and meetings of the Board and Board
Committees held during the year, are provided in the Corporate Governance
Report. The Company has adopted the policies in accordance with the
Companies Act, 2013 and the Listing Regulations.

The requisite Certificate issued by Megha Samdani, Company Secretaries, in
line with the Listing Regulations is annexed and forms part of the Corporate
Governance Report.

Subsidiaries, Joint Ventures and Associate Companies

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

Change in registered office

During the year, the registered office of the Company was shifted to 8/18/,
Basement, Kalkaji Extension, New Delhi - 110019, with effect from

March 20, 2024.

Annual Return

The Annual return as required under Section 92(3) read with Section 134(3)(a)
of the Companies Act, 2013 is available on the Company’s website at
https://ettgroup.in/

Secretarial Standards

The applicable mandatory Secretarial Standards, i.e., SS-1: Secretarial Standard
on Meetings of the Board of Directors and SS-2: Secretarial Standard on General
Meetings issued by the Institute of Company Secretaries of India, have been
followed by the Company.

Corporate Social Responsibility

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

Audit Committee

The details pertaining to the composition of the audit committee are included in
the Corporate Governance Report, which is a part of this report.

Directors’ Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013
the Board hereby submits its responsibility statement:-

(a) in the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures
therefrom;

(b) the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the loss of the Company
for that period;

(c) the 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) the annual accounts are prepared on a going concern basis;

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

(f) The proper systems have been devised to ensure compliance with the
provisions of all applicable laws and such systems are adequate and
operating effectively.

Vigil Mechanism Policy

A Vigil Mechanism Policy is constituted for Directors and employees to provide
appropriate avenues to report to the management instances of unethical
behavior, actual or suspected, fraud or violation of the Company’s code of
conduct. The Company has provided dedicated e-mail id
[email protected] for reporting such concerns to Vigilance Officer or to
the Chairman of the Audit Committee in exceptional cases. Alternatively,
employees can also send written communications to the Company. The
employees are encouraged to voice their concerns by way of whistle blowing and
all the employees have been given access to the Audit Committee. The Whistle
Blower Policy is in place with the Company.

Reporting of frauds by Auditors

During the year under review, neither the statutory auditors nor the secretarial
auditor has reported to the audit committee, under Section 143(12) of the
Companies Act, 2013, any instances of fraud committed against the Company
by its officers or employees, the details of which would need to be mentioned in
the Directors Report.

Listing

The equity shares of your Company are listed on BSE Limited. The Annual
Listing fee for the financial year 2023-24 has been paid to BSE Limited.

Disclosure under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

The Company has in place the Policy on Prevention of Sexual Harassment at
Workplace in line with the requirement of the Sexual Harassment of Women at
the workplace (Prevention, Prohibition & Redressal) Act, 2013. There were no
complaint(s) received from any employee during the financial year 2023-2024.

In today’s economic environment, Risk Management is very important part of the
business. The main aim of risk management is to identify, monitor and take
precautionary measures in respect of the events that may pose risks for the
business. Your Company recognizes risk management as an integral component
of good corporate governance. The Company has developed and adopted a risk
management policy. Risks are assessed encompasses, Operational risks,
Internal Control risks, External risks, information technology risks etc.

Significant and material orders passed by the Regulators or Courts or
Tribunals

There are no significant and material orders passed by the regulators or courts
or tribunals impacting the going concern status and the company’s operations in
future.

Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo

The following information is given in accordance with the provisions of sub¬
section 3(m) of Section 134 of the Companies Act, 2013, read with the
Companies (Accounts) Rules, 2014:

(a) Conservation of Energy & Technology Absorption: Since the Company
is not engaged in any manufacturing activity, issues relating to
conservation of energy and technology absorption are not quite relevant
to its functioning.

(b) Export Activities: There was no export activity in the Company during
the year under review.

(c) Foreign Exchange Earnings and Outgo: There was no foreign exchange
earning and expenditure of the Company during the year under review.

Maintenance of Cost Records

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

The Board of Directors wishes to express its gratitude and record its sincere
appreciation for the commitment and dedicated efforts put in by all the
employees. Your Directors take this opportunity to express their grateful
appreciation for the encouragement, cooperation and support received by the
Company from the local authorities, bankers, tenants, suppliers and business
associates. The directors are thankful to the esteemed shareholders for their
continued support and the confidence reposed in the Company and its
management.

ETT LIMITED (CIN: L22122DL1993PLC123728)			BY ORDER OF THE BOARD OF DIRECTORS
REGISTERED OFFICE: 8/18 BASEMENT, KALKAJI EXTENSION, KALKAJI, SOUTH DELHI, NEW DELHI, DELHI, INDIA, 110019			Sd/- NITIN ASHOKKUMAR KHANNA ADDITIONAL DIRECTOR (DIN: 09816597)
DATE: 07/09/2024 PLACE: Delhi			Sd/- AFSANA MIROSE KHERANI Additional Director (DIN: 09604693)

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended March 31,2014.

Financial Highlights

Your Company''s performance during the year as compared with that during the previous year is summarized below:

(Amt. in Rs. Lacs)

Particulars Financial Year ended March 31,2014 March31,2013

Total Income 355.24 524.94

Less: Operating Expenses 263.85 3215.57

Gross Profit before Interest and Depreciation 91.39 (2,690.63)

Less: (i) Interest 42.76 179.47

(ii) Depreciation 251.85 35.80

Profit before exceptional items and tax (203.22) (2,905.90)

Add: Exceptional Items — 3,027.91

Profit/(Loss) before tax (203.22) 122.01

Less: Provision for Tax:

(i) Deferred Tax (65.01) (250.79)

(ii) Income Tax of Earlier Year 2.67 0.53

Profit/(Loss) after tax transferred to Balance Sheet (140.88) 372.27

Paid-up Share Capital 2,036.87 2,036.87

Reserves and Surplus 2,574.99 2,715.87

Year in retrospect and overview

(i) Financial Performance

During the year under review, the total income of the Company was Rs. 355.24 Lac as against Rs. 524.94 Lac in previous year ended March 31, 2013. The Company suffered a loss of Rs. 140.88 Lac as against profit of Rs. 372.27 Lac in the previous year. Loss during the year is mainly due to lower income and excess depreciation of Rs. 251.85 Lac (Previous Year 35.80 Lac).

(ii) Listing of Equity Shares at BSE Ltd.

During the year under review, the Company has received the listing and trading approval dated March 7, 2014 from BSE Ltd. (BSE) for its entire equity share capital i.e. 1,03,68,660 shares, pursuant to application under direct listing route. With effect from March 12,2014, the equity shares of the Company are listed and admitted to dealings on BSE.

The Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement is given separately and forms part of this Report.

Subsidiaries

Your Company has the following subsidiaries as on March 31, 2014:

1. M/sAuxin Engineering Ltd.

2. M/s Valley Compute Ltd.*

3. M/s York Calltech Pvt.Ltd.**

4. M/s GST Hotel & Resorts Pvt. Ltd.**

5. M/s Ambience Buildtech Pvt. Ltd.***

* Subsidiary of M/sAuxin Engineering Ltd.

** Subsidiary of M/s Valley Computech Ltd.

*** During the current financial year ended March 31,2014, M/s Valley Compute Ltd. acquired entire shareholding of M/s Ambience Build tech Pvt. Ltd. Accordingly, M/sAmbience Build tech Pvt. Ltd. became wholly owned subsidiary of M/s Valley Compute Ltd.

Consolidated Financial Statement

A statement regarding particulars of the subsidiaries of the Company forms part of the Annual Accounts of the Company. As per Section 212 of the Companies Act, 1956, the Annual Reports of the aforesaid subsidiaries are attached with this Annual Report.

Further in accordance with Accounting Standard-21, a Consolidated Financial Statement of the Company and its subsidiaries forms part of this Annual Report.

Other Material Changes

Save as aforesaid in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company i.e. March 31,2014 and the date of this Report.

Dividend

Keeping in view the future fund requirements of the Company, it is necessary for the Company to plough back its profits into the business, and hence the Directors do not recommend any dividend for the year ended March 31,2014.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of Section 58A of the Companies Act, 1956.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Listing Fees

The Equity Shares of the Company are listed on the BSE Ltd., Delhi Stock Exchange Ltd., the Ahmedabad Stock Exchange Ltd. and the Ludhiana Stock Exchange Ltd. The Company has already paid listing fees to these Stock Exchanges except Ludhiana Stock exchange upto the financial year 2014 -15. The Ludhiana Stock Exchange has advised the Company to hold the payment of listing fees for the year 2014-2015, till further instructions as the said Exchange is under process of disbanding but no official communication has yet been received in this regard.

Corporate Governance Report

The Corporate Governance Report, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Report.

The requisite Compliance Certificate issued by M/s Naresh Verma & Associates, Company Secretaries, in line with Clause 49 of the Listing Agreement is annexed and forms part of the Corporate Governance Report.

Audit Committee

During the year, the Audit Committee Meetings were conducted as per the provisions of listing agreement with the Stock Exchanges. The details about the functioning of the committee are being enumerated in the Corporate Governance Report Section which is part of the Annual Report for the year ending March 31,2014.

Directors

In order to comply with the provisions of Section 152(6) of the Companies Act, 2013, Mr. Sandeep Sethi, Managing Director and Mr. Gurupreet Sangla, Jt. Managing Director, have voluntarily offered themselves to retire by rotation even though the Articles of Association do not permit their retirement by rotation. Accordingly, Mr. Sandeep Sethi will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Keeping in view his expertise, experience and knowledge, the Board considers it desirable to continue to avail his services and recommends his re- appointment.

The Company had appointed Mr. Aman Batra, Mr. Harjit Singh Kalra, Mr. Rajvir Sharma and Mr. Ratinder Pal Singh Bhatia as Non-Executive Independent Directors of the Company in terms of Clause 49 of the Listing Agreement and Companies Act, 1956 and they have held the positions as such for more than five years.

The provisions of the Companies Act, 2013 with respect to appointment and tenure of the Independent Directors have come into effect from April 1,2014. As per the said provisions, the Independent Directors shall be appointed for not more than two terms of five years and shall not be liable to retire by rotation at every Annual General Meeting.

The Board of Directors of the Company has decided to adopt the provisions with respect to appointment and tenure of the Independent Directors which is consistent with the Companies Act, 2013 and the amended Listing Agreement. In view thereof, Mr. Aman Batra, Mr. Harjit Singh Kalra, Mr. Rajvir Sharma and Mr. Ratinder Pal Singh Bhatia, non-executive directors of the Company, have given a declaration to the Board that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013. In the opinion of the Board, each of these directors fulfill the conditions specified in the Act and the Rules framed there under for appointment as Independent Director and they are independent of the management.

Incompliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of these directors as Independent Directors is now being placed before the Members for their approval.

Post closure of financial year under review, Mr. Harvinder Singh and Mr. Sanjay Arora have resigned from the post of Executive Directors with effect from July 1,2014. However, they will continue to remain as Director on the Board of the Company.

Brief resume and other details relating to Directors, who are to be re-appointed as stipulated under Clause 49(IV)(G) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of the Annual Report.

Auditors

M/s L.D. Saraogi & Co., Chartered Accountants (Firm Regn. No. 005524N), and M/s VSD & Associates, Chartered Accountants (Firm Regn. No. 008726N), joint Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

In terms of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s L.D. Saraogi & Co., Chartered Accountants and M/s VSD & Associates, Chartered Accountants are eligible to be reappointed for a period of 3 years which is subject to annual ratification by the members of the Company. The Board of Directors upon the recommendation of the Audit Committee, proposes the re-appointment of M/s L.D. Saraogi & Co., Chartered Accountants and M/s VSD & Associates, Chartered Accountants as joint statutory auditors of the Company until the conclusion of next Annual General Meeting. Your Directors recommend their re-appointment.

Auditors'' Report

The observation of the Auditors along with comments of the Board of Directors thereon is as follows:

1. The Auditors have made an observation regarding delay in payment of statutory dues as referred to in point (ix)(b) of the Annexure to the Auditors'' Report.

As regards the above observation of Auditors, the Board clarifies that the Company has made the payment of Property Tax along with interest, with appropriate authorities, after the Balance Sheet date.

2. The Auditors have made an observation regarding payment of disputed amount as referred to in point (ix)(c) of the Annexure to the Auditors'' Report.

In the opinion of the Board, the comment of the Auditors read with the Note no. 34 of Notes to Financial Statements is self explanatory and do not warrant any specific clarification.

Accounts along with notes and Auditors'' Report (except as aforesaid) are self explanatory and do not require further explanation and clarification. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The following information is given in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

(a) Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

(b) Export Activities: There was no export activity in the Company during the year under review.

(c) Foreign Exchange Earnings and Outgo: The foreign exchange earnings and expenditure of the Company during the year under review were Nil(PreviousYear:Nil)andRs. 19,077/- (Previous Year: Rs. 17,004/-) respectively on account of membership fees of US Green Building Council.

Directors'' Responsibility Statement

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

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

(b) appropriate accounting policies have been selected and applied consistently, and they have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of financial year and of the Loss of your 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 Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) the Annual Accounts have been prepared on a going concern basis.

Acknowledgement

The Board acknowledges with gratitude the co-operation and assistance provided to your Company by its bankers and government as well as non- governmental agencies. The Board wishes to place on record its appreciation to the committed services and contributions made by employees of the Company. Your Directors also thank the tenants, vendors and other business associates for their continued support. Your Directors are thankful to the shareholders for their continued patronage and are confident that with their continued contributions and support, the Company will achieve its objectives and emerge stronger in the coming years.

For and on behalf of Board of Directors

Sd/- Sd/- Sandeep Sethi Gurupreet Sangla Managing Director Jt. Managing Director DIN:00053915 DIN:00036988

New Delhi August14, 2014

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 20th Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended March 31, 2013.

FINANCIAL HIGHLIGHTS

Your Company''s performance during the year as compared with that during the previous year is summarized below:

(Amount in Rs. Lacs) Financial Year ended Particulars March 31, 2013 March 31, 2012

Total Income 524.94 2,667.18

Less: Operating Expenses 3215.57 633.33

Gross Profit before Interest and Depreciation (2,690.63) 2,033.85

Less: (i) Interest 179.47 1,272.40

(ii) Depreciation 35.80 225.81

Profit before exceptional items and tax (2,905.90) 535.64

Add: Exceptional Items 3,027.91 0.00

Profit before tax 122.01 535.64

Less: Provision for Tax:

(i) Net Current Tax - 0.87

(ii) Deferred Tax (250.79) 12.93

(iii) Income Tax of Earlier Year 0.53 -

Profit after tax transferred to Balance Sheet 372.27 521.84

Paid-up Share Capital 2,036.87 2,036.87

Reserves and Surplus 2,715.87 2,343.60



Year in retrospect and overview

(i) Financial Performance

During the year under review, the total income of the Company was Rs. 524.94 Lac as against Rs. 2,667.18 Lac in previous year ended March 31, 2012. The Company earned a profit of Rs. 372.27 Lac as against profit of Rs. 521.84 Lac in the previous year.

Exceptional items for the year ended March 31, 2013 include a profit of Rs. 15,392.84 Lacs on transfer of approved and notified Industrial Park of the Company situated at Noida and a loss of Rs. 12,364.93 Lacs on transfer of Company''s entire investment in the shares of one of its wholly owned subsidiary to its another wholly owned subsidiary as a part of the corporate restructuring undertaken by the Company.

The Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement is given separately and forms part of this Report.

Subsidiaries

Your Company has the following subsidiaries as on March 31, 2013:

1. M/s Auxin Engineering Ltd.

2. M/s Valley Computech Ltd.

3. M/s York Calltech Pvt. Ltd.

4. M/s GST Hotel & Resorts Pvt. Ltd.

* During the current financial year:

a) M/s Auxin Engineering Ltd. has become the wholly owned subsidiary of the Company from the start of financial year 2012-13.

b) M/s Valley Computech Pvt. Ltd. has converted into a public limited company and consequently its name is changed to Valley Computech Ltd.

c) The Company sold its entire shareholding in M/s Valley Computech Ltd. to one of its wholly owned subsidiaries, M/s Auxin Engineering Ltd. Henceforth, the Company became Ultimate Holding Company of M/s Valley Computech Ltd.

d) M/s Valley Computech Ltd. acquired 100% equity shareholding of M/s GST Hotel & Resorts Pvt. Ltd. Subsequently, the Company has become the Ultimate Holding Company of M/s GST Hotel & Resorts Pvt. Ltd.

After the closure of the financial year ended March 31, 2013, M/s Valley Computech Ltd. acquired entire shareholding of M/s Ambience Buildtech Pvt. Ltd. Accordingly, M/s Ambience Buildtech Pvt. Ltd. became wholly owned subsidiary of M/s Valley Computech Ltd. with effect from June 1, 2013.

Consolidated Financial Statement

A statement regarding particulars of the subsidiaries of the Company forms part of the Annual Accounts of the Company. As per Section 212 of the Companies Act, 1956, the Annual Reports of the aforesaid subsidiaries are attached with this Annual Report.

Further in accordance with Accounting Standard-21, a Consolidated Financial Statement of the Company and its subsidiaries forms part of this Annual Report.

Other Material Changes

Save as aforesaid in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company i.e. March 31, 2013 and the date of this Report.

Dividend

Keeping in view the future fund requirements of the Company, it is necessary for the Company to plough back its profits into the business, and hence the Directors do not recommend any dividend for the year ended March 31, 2013.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of Section 58A of the Companies Act, 1956.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Listing Fees

The Equity Shares of the Company are listed on the Delhi Stock Exchange Ltd., the Ahmedabad Stock Exchange Ltd. and the Ludhiana Stock Exchange Ltd. The Company has already paid listing fees to these Stock Exchanges upto the financial year 2013 - 14.

Corporate Governance Report

The Corporate Governance Report, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Report.

The requisite Compliance Certificate issued by M/s Naresh Verma & Associates, Company Secretaries, in line with Clause 49 of the Listing Agreement is annexed and forms part of the Corporate Governance Report.

Audit Committee

During the year, the Audit Committee Meetings were conducted as per the provisions of listing agreement with the Stock Exchanges. The details about the functioning of the committee are being enumerated in the Corporate Governance Report Section which is part of the Annual Report for the year ending March 31, 2013.

Directors

In accordance with the relevant provisions of the Companies Act, 1956 and Article 102 of the Articles of Association of the Company, Mr. Rajvir Sharma and Mr. Harvinder Singh are liable to retire by rotation and being eligible, offer themselves for re-appointment. Keeping in view their expertise, experience and knowledge, the Board considers it desirable to continue to avail their services and recommends their re-appointment.

Brief resume and other details relating to Directors, who are to be re-appointed as stipulated under Clause 49(IV)(G) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of the Annual Report.

Auditors

The joint Statutory Auditors, M/s L.D. Saraogi & Co., Chartered Accountants and M/s VSD & Associates, Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting. Both the Auditors have confirmed their eligibility and willingness to accept office, if re-appointed. The Company has received written confirmation from M/s L.D. Saraogi & Co. and M/s VSD & Associates, to the effect that their re-appointment, if made, would be within the limits of Section 224(1B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

Auditors'' Report

The observation of the Auditors along with comments of the Board of Directors thereon is as follows:

1. The Auditors have made an observation regarding delay in payment of statutory dues as referred to in point (ix)(b) of the Annexure to the Auditors'' Report.

As regards the above observation of Auditors, the Board clarifies that the Company has paid all the statutory dues in respect of TDS, Service Tax, along with upto date interest, with appropriate authorities, after the Balance Sheet date.

2. The Auditors have made an observation regarding payment of disputed amount as referred to in point (ix)(c) of the Annexure to the Auditors'' Report.

In the opinion of the Board, the comment of the Auditors read with the Note no. 38 of Notes to Financial Statements is self explanatory and do not warrant any specific clarification.

Accounts along with notes and Auditors'' Report (except as aforesaid) are self explanatory and do not require further explanation and clarification.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The following information is given in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

(a) Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

(b) Export Activities: There was no export activity in the Company during the year under review.

(c) Foreign Exchange Earnings and Outgo: The foreign exchange earnings and expenditure of the Company during the year under review were Nil and Rs. 17,004/- as compared to Nil and Rs. 15,563/- in the previous year respectively on account of membership fees of US Green Building Council.

Directors'' Responsibility Statement

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

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

(b) appropriate accounting policies have been selected and applied consistently, and they have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of financial year and of the Profit of your 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 Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) the Annual Accounts have been prepared on a going concern basis.

Acknowledgement

The Board acknowledges with gratitude the co-operation and assistance provided to your Company by its bankers and government as well as non-governmental agencies. The Board wishes to place on record its appreciation to the committed services and contributions made by employees of the Company. Your Directors also thank the tenants, vendors and other business associates for their continued support. Your Directors are thankful to the shareholders for their continued patronage and are confident that with their continued contributions and support, the Company will achieve its objectives and emerge stronger in the coming years.

For and on behalf of the Board of Directors

Sd/- Sd/- New Delhi Sandeep Sethi Gurupreet Sangla August 1, 2013 Managing Director Jt. Managing Director

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Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting the 19th Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended March 31, 2012.

FINANCIAL HIGHLIGHTS

Your Company''s performance during the year as compared with that during the previous year is summarized below:

(Amount in Rs. Lacs) Financial Year ended Particulars March 31, 2012 March 31, 2011

Total Income 2,666.97 1,994.86

Less: Operating Expenses 633.12 651.30

Gross Profit before Interest and Depreciation 2,033.85 1,343.56

Less : (i) Interest 1,272.40 1,018.06

(ii) Depreciation 225.81 240.98

Profit before exceptional items and tax 535.64 84.52

Less : Exceptional Items 0.00 25.52

Profit before tax 535.64 59.00

Less : Provision for Tax:

(i) Current Tax 107.17 10.94

(ii) Deferred Tax 12.93 6.85

(iii) MAT Credit (106.30) (4.98)

Profit after tax transferred to Balance Sheet 521.84 46.19

Paid-up Share Capital 2,036.87 1,691.24

Reserves and Surplus 2,343.60 2,167.38



Year in retrospect and overview

(i) Financial Performance

During the year under review, the total income of the Company was Rs. 2,666.97 Lac as against Rs. 1,994.86 Lac in previous year ended March 31, 2011. The Company earned a profit of Rs. 521.84 Lac as against profit of Rs. 46.19 Lac in the previous year.

(ii) Listing of Bonus Shares at Stock Exchanges

During the year, 34,56,220 fully paid Equity shares allotted to shareholders pursuant to bonus issue are also listed on the Delhi Stock Exchange Ltd., the Ahmedabad Stock Exchange Ltd. and the Ludhiana Stock Exchange Ltd.

(iii) Sale of Business Undertaking

During the year, the Company had signed definitive agreements with some investors for selling one of its business undertakings situated at Noida, as a going concern on a slump sale basis. The closure of the sale transaction was subject to fulfillment of certain conditions precedent as per the definitive agreements and subject to necessary regulatory approvals to be obtained by the Com- pany. As on March 31, 2012, the closure of above transaction was pending.

After the closure of financial year, the above sale transaction got materialized at a sale consideration of Rs. 206.03 Crore upon fulfillment of necessary precedent conditions and obtaining of the required regulatory approvals. Accordingly, the effect of above sale transaction shall be taken into account in the financial statements for the year 2012 - 2013.

(iv) Term Loan from Punjab & Sind Bank

After the closure of financial year ended March 31, 2012, the Company has repaid, in full, the outstanding amounts in the OD and term loan accounts with Punjab & Sind Bank. Consequent upon closure of term loans, mortgage on Company''s properties situated at Sector – 16A, Noida and Sector – 34, Gurgaon have been released. Hence, no secured loan exists in the Company at the time of signing this Report.

The Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement is given separately and forms part of this Report.

Subsidiaries

Your Company has the following subsidiaries as on March 31, 2012:

1. M/s Noida Towers Pvt. Ltd.*

2. M/s Valley Computech Pvt. Ltd.

3. M/s York Calltech Pvt. Ltd.

*During the current financial year, the Company floated a wholly owned subsidiary, Noida Towers Pvt. Ltd. After the closure of financial year, the Company transferred the entire shareholding of Noida Towers Pvt. Ltd. on May 25, 2012, as a result of which Noida Towers Pvt. Ltd. ceased to be a wholly owned subsidiary company of ETT Limited.

Consolidated Financial Statement

A statement regarding particulars of the subsidiaries of the Company forms part of the Annual Accounts of the Company. As per Section 212 of the Companies Act, 1956, the Annual Reports of the aforesaid subsidiaries are attached with this Annual Report.

Further in accordance with Accounting Standard-21, a Consolidated Financial Statement of the Company and its subsidiaries forms part of this Annual Report. However one of the Subsidiaries of the Company, M/s Noida Towers Pvt. Ltd. has been excluded from consolidation as the control of same was intended to be temporary. The said subsidiary was acquired and held exclusively with a view to its subsequent disposal in near future.

As Noida Towers Pvt. Ltd. ceased to be a subsidiary company of ETT Limited well before the finalization of its Directors report, copy of its Directors report has not been attached in terms of Section 212.

Other Material Changes

Save as aforesaid in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company i.e. March 31, 2012 and the date of this Report.

Dividend

Keeping in view the future fund requirements of the Company, it is necessary for the Company to plough back its profits into the business, and hence the Directors do not recommend any dividend for the year ended March 31, 2012.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of Section 58A of the Companies Act, 1956.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Listing Fees

The Equity Shares of the Company are listed on the Delhi Stock Exchange Ltd., the Ahmedabad Stock Exchange Ltd. and the Ludhiana Stock Exchange Ltd. The Company has already paid listing fees to these Stock Exchanges upto the financial year 2012 - 13.

Corporate Governance Report

The Corporate Governance Report, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Report.

The requisite Compliance Certificate issued by M/s Naresh Verma & Associates, Company Secretaries, in line with Clause 49 of the Listing Agreement is annexed and forms part of the Corporate Governance Report.

Audit Committee

During the year, the Audit Committee Meetings were conducted as per the provisions of listing agreement with the Stock Exchanges. The details about the functioning of the committee are being enumerated in the Corporate Governance Report Section which is part of the Annual Report for the year ending March 31, 2012.

Directors

In accordance with the relevant provisions of the Companies Act, 1956 and Article 102 of the Articles of Association of the Company, Mr. Ratinder Pal Singh Bhatia and Mr. Harjit Singh Kalra are liable to retire by rotation and being eligible, offer themselves for re- appointment. Keeping in view their expertise, experience and knowledge, the Board considers it desirable to continue to avail their services and recommends their re-appointment.

Mr. Aman Batra has been appointed as an Additional Director of the Company w.e.f. May 15, 2012. The Board is proposing to appoint him as an Ordinary Director in the ensuing Annual General Meeting. The Company has received the Notice in writing along with the requisite deposit under Section 257 of the Companies Act, 1956 proposing his candidature for the office of Director of the Company in the ensuing Annual General Meeting.

Brief resume and other details relating to Directors, who are to be re-appointed as stipulated under Clause 49(IV)(G) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of the Annual Report.

Auditors

The joint Statutory Auditors, M/s L.D. Saraogi & Co., Chartered Accountants and M/s VSD & Associates, Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting. Both the Auditors have confirmed their eligibility and willingness to accept office, if re-appointed. The Company has received written confirmation from M/s L.D. Saraogi & Co. and M/s VSD & Associates, to the effect that their re-appointment, if made, would be within the limits of Section 224(1B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

Auditors'' Report

The observation of the Auditors along with comments of the Board of Directors thereon is as follows:

The Auditors have made an observation regarding demand of Entry Tax as referred to in point (ix)(c) of the Annexure to the Auditors'' Report.

In the opinion of the Board, the comment of the Auditors read with Note no. 36 is self explanatory and do not warrant any specific clarification.

Accounts along with notes and Auditors'' Report (except as aforesaid) are self explanatory and do not require further explanation and clarification.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The following information is given in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 and the Compa- nies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

(a) Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

(b) Export Activities: There was no export activity in the Company during the year under review.

(c) Foreign Exchange Earnings and Outgo: The foreign exchange earnings and expenditure of the Company during the year under review were Nil and Rs. 15,563/- as compared to Nil and Rs. 14,083/- in the previous year respectively on account of membership fees of US Green Building Council.

Directors'' Responsibility Statement

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

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

(b) appropriate accounting policies have been selected and applied consistently, and they have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of financial year and of the Profit of your 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 Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregulari- ties; and

(d) the Annual Accounts have been prepared on a going concern basis.

Corporate Social Responsibility

The Company organized the following events at its corporate office at Plot no. 15-16, Sector-16A, Noida, to step ahead in its drive towards social responsibility:

(a) UID-Aadhaar Enrollment Station was placed through a registered agency for issue of Unique Identification number to all the employees of tenant companies.

(b) Donation collection centre was organized by Sacred Charitable and Social Trust for upbringing the neglected part/ weaker section of the society.

Employees of the Company actively participated in above activities with great zeal and enthusiasm.

Acknowledgement

The Board acknowledges with gratitude the co-operation and assistance provided to your Company by its bankers and government as well as non-governmental agencies. The Board wishes to place on record its appreciation to the committed services and contributions made by employees of the Company. Your Directors also thank the tenants, vendors and other business associates for their continued support. Your Directors are thankful to the shareholders for their continued patronage and are confident that with their continued contri- butions and support, the Company will achieve its objectives and emerge stronger in the coming years.

For and on behalf of the Board of Directors

Sd/- Sd/- New Delhi Sandeep Sethi Gurupreet Sangla August 30, 2012 Managing Director Jt. Managing Director

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 18th Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended March 31,2011.

Financial Highlights

Your Company''s performance during the year as compared with that during the previous year is summarized below:

(Amount in Rs. Lacs)

Particulars Financial Year ended March 31, 2011 March 31, 2010

Total Income 1,994.86 2,144.26

Less: Operating Expenses 651.30 460.93

Gross Profit before Interest and Depreciation 1,343.56 1,683.33

Less : (i) Interest 1,018.06 782.83

(ii) Depreciation 240.98 261.25

Profit before exceptional items and tax 84.52 639.25

Less: Exceptional Items 25.52 625.90

Profit before tax 59.00 13.35

Less : Provision for Tax:

(i) Current Tax 10.94 3.76

(ii) Deferred Tax 6.85 (190.09)

(iii) MAT Credit (4.98) 0.00

(iv) MAT Credit for earlier 0.00 (88.21) years

Profit after tax transferred to Balance Sheet 46.19 287.89

Paid-up Share Capital 1,691.24 1,691.24

Reserves and Surplus 2,167.38 2,121.19

Year in retrospect and overview

(i) Financial Performance

During the year under review, the total income of the Company was Rs. 1,994.86 Lac as against Rs. 2,144.26 Lac in previous year ended March 31,2010. The Company earned a profit of Rs. 46.19 Lac as against profit of Rs. 287.89 Lac in the previous year.

The profitability of the Company was impacted due to increase in finance costs, consequent to a significant rise in interest rates. The interest payment amounting to Rs. 1,018.06 Lac contributes to the total expenditure of Rs. 1,910.34 Lac. The expenses incurred towards payment of brokerage amounting to Rs. 92.94 Lac also effected the profits during the year under consideration.

(ii) Term Loan from Punjab & Sind Bank

During the year under review, the Company has repaid term loan of Rs. 32.48 Crore, in full, out of the total loan amounting to Rs. 102.88 Crore to Punjab & Sind Bank, Industrial Finance Branch, New Delhi.

Further Punjab & Sind Bank has sanctioned additional term loan against rent discounting of Rs. 43.90 Crore. All the loan accounts of the Company are regular and there has been no default in servicing the debt obligations towards Punjab & Sind Bank.

(iii) Variation in Terms of Preference Shares

During the year, the period of redemption of 30,00,000 6% non-cumulative non-participating redeemable preference shares of the Company has been extended upto March 31,2017. The total preference shares of the Company i.e. 1,00,00,000 will now redeem on or before March 31,2017.

The detailed Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement is given separately and forms part of this Annual Report.

Subsidiaries

Your Company has the following subsidiaries as on March 31,2011:

1. M/s Valley Computech Pvt. Ltd.

2. M/s York Calltech Pvt. Ltd.

During the year under review, the following non-operating subsidiaries of the Company voluntarily availed the option of dissolution under Section 560 of the Companies Act, 1956 through Easy Exit Scheme, 2011 introduced by the Ministry of Corporate Affairs and their names have been struck off from the records of Registrar of Companies, New Delhi:

1. M/s Ambience Buildwell Pvt. Ltd.

2. M/s Amici Infopark Pvt. Ltd.

3. M/s Express Infopark Pvt. Ltd.

4. M/s Express Techno Park Pvt. Ltd.

M/s Drishti Apparels Pvt. Ltd. has ceased to exist a subsidiary of the Company during the year under review due to transfer of shares.

Consolidated Financial Statement

A statement regarding particulars of the subsidiaries of the Company forms part of the Annual Accounts of the Company. As per Section 212 of the Companies Act, 1956, the Annual Reports of the aforesaid subsidiaries are attached with this Annual Report. Further in accordance with Accounting Standard-21, a Consolidated Financial Statement of the Company and its subsidiaries forms part of this Annual Report.

Other Material Changes

Save as aforesaid in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company i.e. March 31,2011 and the date of this Report.

Dividend

Keeping in view the future fund requirements of the Company, it is necessary for the Company to plough back its profits into the business, and hence the Directors do not recommend any dividend for the year ended March 31,2011.

Bonus Shares

Your Board is pleased to recommend issue of Bonus Shares in the ratio of 1:2 i.e. for every two Equity shares held one fully paid Equity share of Rs. 10/- each of the Company shall be issued. To accommodate the issue of proposed bonus shares, it is also proposed to increase the authorised share capital of the Company to Rs. 21 Crore.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of Section 58A of the Companies Act, 1956.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Listing Fees

The Equity Shares of the Company are listed on the Delhi Stock Exchange Ltd., the Ahmedabad Stock Exchange Ltd. and the Ludhiana Stock Exchange Ltd. The Company has already paid listing fees to these Stock Exchanges upto the financial year 2011 - 12.

Report on Corporate Governance

The Company has been complying with the Corporate Governance requirements, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges.

The Report on Corporate Governance along with the Compliance Certificate issued by M/s Naresh Verma & Associates, Company Secretaries, in line with Clause 49 of the Listing Agreement is annexed and forms part of this Directors'' Report.

Audit Committee

During the year, the Audit Committee Meetings were conducted as per the provisions of listing agreement with the Stock Exchanges. The details about the functioning of the committee are being enumerated in the Corporate Governance Report Section which is part of the Annual Report for the year ending March 31,2011.

Directors

In accordance with the relevant provisions of the Companies Act, 1956 and Article 102 of the Articles of Association of the Company, Mr. Sanjay Arora and Mr. Harvinder Singh are liable to retire by rotation and being eligible, offer themselves for re-appointment. Keeping in view their expertise, experience and knowledge, the Board considers it desirable to continue to avail their services and recommends their re-appointment.

Further it is proposed to re-appoint Mr. Sanjay Arora, and Mr. Harvinder Singh, as Executive Director of the Company for a fresh term of three years with effect from October 1, 2011, with no variation in terms and conditions of appointment and remuneration. Your Directors recommend their re-appointment in the larger interest of the Company.

The brief resume and other details relating to Directors, who are to be re-appointed as stipulated under Clause 49(IV)(G) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of the Annual Report.

Auditors

M/s L.D. Saraogi & Co., Chartered Accountants and M/s VSD & Associates, Chartered Accountants, the joint Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. Both the Auditors have confirmed their eligibility and willingness to accept office, if re-appointed. The Company has received written confirmation from M/s L.D. Saraogi & Co. and M/s VSD & Associates, to the effect that their re-appointment, if made, would be within the limits of Section 224(1 B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

Auditors'' Report

The observation of the Auditors along with comments of the Board of Directors thereon is as follows:

1 Refer point (ix)(c) of the Annexure to the Auditors'' Report - The comment of the Auditors is self explanatory and do not warrant any specific clarification on behalf of the Board.

Accounts along with notes and Auditors'' Report (except as aforesaid) are self explanatory and do not require further explanation and clarification.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The following information is given in accordance with the provisions of Section 217(1 )(e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

(a) Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

(b) Export Activities: There was no export activity in the Company during the year under review.

(c) Foreign Exchange Earnings and Outgo: The foreign exchange earnings and expenditure of the Company during the year under review were Nil and Rs. 14,083/- as compared to Nil and Rs. 14,270/- in the previous year respectively.

Directors'' Responsibility Statement

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

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

(b) appropriate accounting policies have been selected and applied consistently, and they have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of financial year and of the Profit of your 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 Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) the Annual Accounts have been prepared on a going concern basis.

Acknowledgement

The Board acknowledges with gratitude the co-operation and assistance provided to your Company by its bankers and government as well as non-governmental agencies. The Board wishes to place on record its appreciation to the committed services and contributions made by employees of the Company. Your Directors also thank the tenants, vendors and other business associates for their continued support. Your Directors are thankful to the shareholders for their continued patronage and are confident that with their continued contributions and support, the Company will achieve its objectives and emerge stronger in the coming years.



For and on behalf of the Board of Directors

Sd/- Sd/- New Delhi Sandeep Sethi Gurupreet Sangla September 02, 2011 Managing Director Jt. Managing Director