Directors Report of Parle Industries Ltd.

Mar 31, 2025

Board of Directors hereby present the 42^nd Annual Report on the business and operations of Parle Industries Limited together with the Audited Financial Statements for the financial year ended 31^stMarch, 2025.

1. FINANCIAL HIGHLIGHTS:

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013 ("Act") read with the Companies (Accounts) Rules, 2014.

The financial performance of the Company, for the Financial Year ended on 31^st March, 2025 is summarized below:

(Amount in Lakhs)

PARTICULARS	STANDALONE		CONSOLIDATED
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	127.07	-	468.36	-
Other income	1.92	46.11	1.92	46.11
Total Income	128.99	46.11	470.28	46.11
Profit before Interest, Depreciation and Taxes	27.54	4.42	66.30	4.42
Less: Finance cost	11.74	1.55	11.74	1.55
Less: Depreciation and amortisation expenses	8.39	4.46	8.39	4.46
Profit Before Tax	27.54	4.42	66.30	4.42
Less: Provision for Tax Current Tax Deferred Tax	(4.30) (6.32)	0.69 0.84	(0.68) 21.28	0.69 0.84
Profit After Tax	38.15	2.89	45.70	2.89
Other Comprehensive Income / (Loss) (Net of Tax)	38.15	2.89	45.70	2.89
Total Comprehensive Income	38.15	2.89	45.70	2.89

The Audited Financial Statements (including the Consolidated Financial Statements) of our Company as stated above and the Financial Statements of our subsidiary, whose financials are consolidated with that of the Company, are available on our Company''s website at https://www.parleindustries.com/investors.html

2. DIVIDEND

During the year ended 31^st March 2025, the Board of Directors has not recommended the dividend on the Equity Shares of the Company.

3. INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY Review of Standalone Results

â¢ Standalone Total Income increased to Rs. 128.99 lakhs compared to Rs. 46.11 lakhs in the previous financial year.

â¢ Profit Before Tax increased to Rs. 27.54 lakhs, versus Rs. 4.42 lakhs in the previous financial year.

â¢ Profit After Tax increased to Rs. 38.15 lakhs, compared to Rs. 2.89lakhs in the previous financial year.

Review of Consolidated Results

â¢ Consolidated Total Income stood at Rs. 470.28 lakhs.

â¢ Profit Before Tax stood at Rs. 66.30 lakhs.

â¢ Profit After Tax stood at Rs. 47.50 lakhs.

This strong financial performance highlights the Company''s solid fundamentals and its commitment to delivering long-term value to shareholders.

4. TRANSFER TO RESERVES

The Company does not propose to carry any amount to general reserve.

5. DEPOSITS:

The Company has neither accepted nor renewed any deposits from the public during the year within the meaning of Section 73(1) of the Companies Act, 2013, and the rules made thereunder.

6. CHANGE IN NATURE OF BUSINESS:

During the FY 24-25 there is no change in nature of business of the company.

However, the Company obtained shareholder''s approval for certain modifications to its Memorandum of Association (MOA) at the Annual General Meeting held on 30^th September, 2024. These modifications included addition in the object clause pertaining to integrated facility management services and food related objects, along with other minor amendments, to be in line with the provisions of the Companies Act, 2013.

7. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

During the year, the Company had proposed acquisitions of WISPL, WSPL and MVPL through share swap arrangements.

During the year under review, the Company has acquired 100% stake in Windfield Spaces Private Limited. Accordingly, it became Wholly Owned Material Subsidiary of the Company.

During the year under review, the Board of Directors have reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company were prepared, which form part of this Annual Report. Additionally, a separate statement

containing the salient features of financial statements of subsidiaries, associates, joint ventures of the Company in the prescribed Form AOC-1 and in compliance with Section 129(3) and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the Rules issued thereunder is enclosed to this report as Annexure I.

While equity shares were allotted in pursuance of these SPAs, shareholders of WISPL and MVPL defaulted on their obligations, resulting in termination of the SPAs. Consequently, WISPL and MVPL never became subsidiaries of the Company and were not consolidated in the financial statements.

Pursuant to Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and Audited Annual Financial statements of the subsidiary are available on the website at https://www.parleindustries.com/investors.html

Material Subsidiaries

As per Regulation 16(1)(c) of Listing Regulations, Windfield Spaces Private Limited is considered as Material Subsidiary of the Company as on March 31, 2025.

As required under Regulation 16(1)(c) and 46 of the Listing Regulations, 2015, the Board of Directors have approved the Policy for Determining Material Subsidiary(ies) ("Policy"). The said policy is available on the website of the Company and can be accessed at https://www.parleindustries.com/investors.html

The Company has no Joint Venture and Associate companies during the year under review.

8. SHARE CAPITAL:

The details of Share capital of the Company is as under:

Particulars	As at 31st March, 2025		As at 31st March, 2024
Particulars	Number of Shares	Amount	Number of Shares	Amount
Authorised Capital: Equity Shares of Rs 10/- each	6,50,00,000	65,00,00,000	1,50,00,000	15,00,00,000
Issued, Subscribed & Paid-Up Capital: Equity Shares of Rs 10/- each	4,88,40,000	48,84,00,000	1,40,00,000	14,00,00,000

During the year, the Company received approval from BSE Limited, vide its letter dated 10th October, 2024, for the reclassification of PIL Enterprise Private Limited, holding 10,000 equity shares, from the "Promoter" category to the "Public" category under Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Consequent to this reclassification, the entire 100% shareholding of the Company is now held by public shareholders, and there are no promoter or promoter group shareholders in the Company.

Further during the year, the Company increased its authorised share capital from ^15,00,00,000 (Rupees Fifteen Crores only) comprising 1,50,00,000 equity shares of ^10 each to ^65,00,00,000 (Rupees Sixty-Five Crores only) comprising 6,50,00,000 equity shares of ^10 each, pursuant to approval of shareholders at the Annual General Meeting held on 30th September, 2024.

Subsequently, the issued, subscribed and paid-up share capital was increased from ^14,00,00,000 (Rupees Fourteen Crores only) comprising 1,40,00,000 equity shares of ^10 each to ^48,84,00,000 (Rupees Forty-Eight Crores Eighty-Four Lakhs only) comprising 4,88,40,000 equity shares of ^10 each, by way of allotment of 3,48,40,000 equity shares of ^10 each for consideration other than cash, pursuant to Share Purchase Agreements ("SPAs") executed for the proposed acquisitions of Welldone Integrated Services Private Limited (WISPL), Windfield Spaces Private Limited (WSPL), and Marvelous Vickyfoods Private Limited (MVPL).

However, as shareholders of WISPL and MVPL failed to discharge their obligations under the respective SPAs, the Board of Directors at its meeting held on 10th July, 2025, resolved to forfeit 2,26,50,000 equity shares allotted to such shareholders. Consequent to the forfeiture, the Company''s paid-up share capital stands reduced to ^26,19,00,000 (Rupees Twenty-Six Crores Nineteen Lakhs only) comprising 2,61,90,000 equity shares of ^10 each. The impact of the forfeiture will be reflected in the financial statements of the subsequent period, as shown below:

Details of Forfeiture of shares:
Particulars	As at 10th July, 2025		As at 31st March, 2025
Particulars	Number of Shares	Amount	Number of Shares	Amount
Authorised Capital: Equity Shares of Rs 10/- each	6,50,00,000	65,00,00,000	6,50,00,000	65,00,00,000
Issued, Subscribed Capital: (Equity Shares of Rs 10/- each)	4,88,40,000	48,84,00,000	4,88,40,000	48,84,00,000
Forfeited Equity Shares of Rs.10/- each Less:	(2,26,50,000)		NIL	NIL
Paid-Up Capital (Equity Shares of Rs 10/- each)	2,61,90,000	26,19,00,000	4,88,40,000	48,84,00,000

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:Composition of the Board

The Company is managed by Professional Board of Directors comprising of 7 (seven) Professional Directors as on date of this Report comprising:

(i) Three Non-Executive Independent Directors, one of whom is a Woman Independent Director;

(ii) One Non-Executive Non-Independent Director; and

(iii) Three Executive Directors one of whom serves as the Director & Chief Financial Officer.

The Board of the Company as on end of the financial year i.e. March 31, 2025 is as under:

Name of the Director	DIN	Designation	Date of appointment
Mr. Rakeshkumar Dinesh Mishra	06919510	Executive Director	January 10, 2020
Mr. Raviprakash Narayan Vyas	07893486	Non-Executive Independent Director	January 10,2020
Mr. Narendra Chaturbhuj Purohit	08686794	Non-Executive Independent Director	February 14, 2020

Mrs. Unnatti Nishant Jain	07910214	Non-Executive Woman Independent Director, Chairperson	April 22, 2019
Mr. Paras Bhojani	07079341	Non-Executive NonIndependent Director	August 28, 2020
Mrs. Kalpana Jha	08853652	Executive Director	August 28, 2020
Mr. Anand Jain	07730608	Whole-Time Director	March 15, 2025

The Board consists of professionals with diverse functional expertise, industry experience, educational qualifications and gender mix relevant to fulfilling the Company''s objectives and strategic goals.

None of the Directors of the Company are disqualified under provisions of Section 164(2) of the Companies Act, 2013.

(a) Appointment, Re-appointment and Resignation of Directors

During the year under review, there were no changes in the Board Composition of the Company. However, designation of Ms. Unnatti Jain (DIN: 07910214) was changed from Independent Director to Independent Director and Non- Executive Chairperson of the Board with effect from 03^rd August, 2024.

Mr. Paras Bhojani was redesignated from Executive Director to Non-Executive Director of the Company with effect from 31^st March, 2025.

(b) Director Retiring by Rotation

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Paras Bhojani (DIN: 07079341), Non- Executive Non-Independent Director of the Company, is liable to retire by rotation from the Board and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting of the Company.

Pursuant to Regulation 36 of the Listing Regulations and Secretarial Standard-2, a detailed profile of the Directors seeking appointment/ reappointment is provided in the Notice of the ensuing Annual General Meeting of the Company.

In terms of the provisions of Sections 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following were Key Managerial Personnel of the Company as on March 31, 2025:

1) Mr. Anand Jain, Whole-Time Director;

2) Mr. Rakeshkumar Dinesh Mishra, Chief Financial Officer;

3) Mr. Sheena Poova Karkera, Chief Executive Officer; and

4) Ms. Deepika Tater, Company Secretary and Compliance Officer

During the Financial Year under review and up to the date of this report, there were following changes in the positions of the KMPs.

â¢ Mr. Anand Jain was appointed as Whole-Time Director of the Company and the shareholders'' approval for his appointment shall be taken in the forthcoming 42^nd Annual General Meeting of the Company.

â¢ Ms. Deepika Tater, resigned from the post of Company Secretary and Compliance Officer of the Company with effect from July 23, 2025.

â¢ Mr. Rakeshkumar Dinesh Mishra ceased to be Chairman of the Board with effect from 03^rd August, 2024.

â¢ Mr. Sheena Poova Karkera was appointed as Chief Executive Officer of the Company with effect from 03^rd August, 2024.

10. MATERIAL CHANGES AND COMMITMENTS:

Subsequent to the close of the financial year, the Company terminated the Share Purchase Agreements entered into with WISPL and MVPL and their respective shareholders with effect from 11th June, 2025, owing to non-fulfilment of obligations under the agreements. Accordingly, WISPL and MVPL did not become subsidiaries of the Company and were not consolidated in the financial statements.

Further, at its meeting held on 10th July, 2025, the Board of Directors forfeited 2,26,50,000 equity shares earlier allotted to the shareholders of WISPL and MVPL. The paid-up capital has been reduced accordingly, and such shareholders have been excluded from corporate communications, voting and AGM participation, pending extinguishment of their holdings from depositories.

This action was carried out after year end and therefore is not reflected in the FY 2024-25 audited financial statements. The impact will be recorded in the financial statements of the subsequent reporting period.

11. DECLARATION BY AN INDEPENDENT DIRECTOR(S):

In accordance with the provisions of Section 149(7) of the Act, Ms. Unnatti Jain, Mr. Raviprakash Vyas and Mr. Narendra Purohit, Independent Directors of the Company as on 31^st March, 2025 have given their declarations to the Board that they meet the criteria of independence as laid down under Section 149(6) of the Act, Regulation 16(1)(b) and Regulation 25 of the SEBI Listing Regulations and are qualified to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act.

Further, the Independent Directors have confirmed that they have included their names in the Independent Director''s databank maintained by the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

The Board is of the opinion that all the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of strategy, planning and execution, management and leadership, functional and managerial experience, legal and risk management, corporate governance systems and practices, finance, banking and accounts and they hold highest standards of integrity.

During the financial year 2024-25 a separate meeting of Independent Directors was held without the presence of executive directors or management representatives and the following matters were discussed:

â¢ the performance of non-Independent directors and the Board as a whole;

â¢ the performance of the Chairman of the Company, taking into account the views of executive directors and non-executive directors; and

â¢ assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Company has received a certificate from Nishant Bajaj & Associates, Company Secretaries pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the Listing Regulations, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the SEBI, Ministry of Corporate Affairs, or any such other statutory authority. The same forms part of the Corporate Governance Report forming part of this Annual Report.

12. ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS:

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are as provided in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The evaluation was done in accordance with the framework and criteria laid down by the NRC. Further, at a separate meeting, the Independent Directors evaluated performance of Non-Independent Directors, Board as a whole and of the Chairman of the Board.

13. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

All Independent Directors are familiarized with the operations and functioning of the Company at the time of their appointment and on an ongoing basis. The details of the induction and familiarization programmes are available on the Company''s website at

https://www.parleindustries.com/investors.html

14. AUDITORS:

i. Statutory Auditors and Audit Report

M/s. Ajmera & Ajmera (Firm Registration No.: 018796C) Chartered Accountants, Mumbai were the Statutory Auditors of the Company from financial year 2023-24 till 2027-28. Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, (the "Act"), read with applicable Rules framed thereunder, the term of M/s. Ajmera & Ajmera, Chartered Accountants, expires at the conclusion of the AGM to be held in the year 2028. However, due to their pre-occupation, they have resigned from the position of Statutory Auditors of the Company vide their letter dated 14^th August, 2025, resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by section 139(8) of the

Companies Act, 2013. The Board of Directors placed on record their appreciation for the services rendered by M/s. Ajmera & Ajmera (Firm Registration No.: 018796C) Chartered Accountants, Mumbai.

Pursuant to the recommendations of the Audit Committee, the Board of Directors of the Company has, at its meeting held on 20^th August, 2025, appointed M/s. ARCK & Co., Chartered Accountants, (Firm Registration No.: 138758W), as Statutory Auditors of the Company to fill the casual vacancy caused by resignation of M/s. Ajmera & Ajmera, Chartered Accountants to hold office till the conclusion of this AGM.

Also pursuant to the recommendations of the Audit Committee, the Board at its meeting held on 20^thAugust, 2025 has proposed the appointment of M/s. ARCK & Co., Chartered Accountants, (Firm Registration No.: 138758W), as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of this AGM till the conclusion of AGM to be held in the year 2030 subject to approval of members of the Company at the ensuing Annual General Meeting of the Company to be held within 3 months.

The Statutory Auditors have confirmed that they continue to be eligible and are not disqualified from continuing as Statutory Auditors of the Company.

STATUTORY AUDIT REPORTS

â¢ The Statutory Auditors have made certain qualifications in their report with respect to investments of the Company in the Standalone Financial Statements and Consolidated Financial Statements, the details of which has been provided in the Basis for Qualified Opinion and Emphasis of Matter.

Reply by the Board:-The detailed response and the requisite details for the said qualification has been provided by the management in the Basis for Qualified Opinion and Emphasis of Matter of the Auditors reports provided for Standalone and Consolidated Financial Statements and in the Notes to Accounts of the Financial Statements. The Board, after due consideration, is of the view that the management explanation given therein adequately addresses the Auditor''s remark.

â¢ The Statutory Auditors have provided remarks on Internal Financial controls of the Company.

Reply by the Board:-The Board, after due consideration of the management''s views, believes that the Company has in place adequate internal financial control systems, commensurate with the size and nature of its business operations, and that such controls are operating effectively. At the same time, the Board recognizes the importance of continuous improvement in internal control mechanisms.

ii. Cost Auditors:

The Company is not required to keep cost records or appoint cost auditors.

iii. Secretarial Auditors and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Nishant Bajaj & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the financial year ended 31^st March, 2025. The Secretarial Audit Report for the financial year ended 31^st March, 2025 is enclosed to this report as "Annexure II".

The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India.

â¢ The Auditor report have provided qualification with respect to appointment of Mr. Anand Jain as an Additional Director in the category of Whole-time Director for which shareholders'' approval was not taken within timeframe of 3 months as per SEBI regulations.

Reply by the Board:- The Board clarifies that the delay in obtaining shareholder approval was inadvertent and occurred due to procedural oversight. However, the necessary resolution for approval of his appointment has since been placed before the shareholders at the ensuing Annual General Meeting to regularize his appointment.

Further, in accordance with the recent amendment to Regulation 24A of the SEBI Listing Regulations, a listed entity can appoint individual as Secretarial Auditor for one term of five consecutive years and a Secretarial Audit firm for a maximum of two terms of five consecutive years, subject to approval by the shareholders at the AGM.

Accordingly, the Company on recommendation of the Audit Committee, at its Board meeting dated August 20, 2025, has approved the appointment of Sharatkumar Shetty & Associates, Company Secretaries (P.R. No. 2326/2022), as Secretarial Auditors of the Company for a period of five (5) years to conduct Secretarial Audit for the financial year ended 2025-26 to financial year ended 2029-30 and their appointment is recommended for approval of the Shareholders at the ensuing Annual General Meeting of the Company. Sharatkumar Shetty & Associates, Company Secretaries have confirmed that they meet the eligibility criteria.

Annual Secretarial Compliance Report

The Annual Secretarial Compliance Report for the Financial Year ended March 31, 2025 in relation to compliance of all applicable Listing Regulations / Circulars / guidelines issued thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations was obtained from Nishant Bajaj & Associates, Company Secretaries (P.R. No. 2582/2022). The same was submitted to stock exchanges within the given timeframe. The report is available on the website of the Company at https://www.parleindustries.com/investors.html

Secretarial Audit Report of Material Subsidiaries

As per provisions of Section 204 of the Act and Listing Regulations, Secretarial Auditor of the material subsidiary of the Company i.e. Windfield Spaces Private Limited has undertaken Secretarial Audit and their Secretarial Audit Report for Financial Year 2024-25 is annexed herewith as "Annexure IN". The Report does not contain any adverse marks, qualification, reservation, adverse comments or disclaimers.

iv. Internal Auditor:

The Board, upon the recommendation of the Audit Committee, has appointed M/s. Motilal & Associates LLP, as the Internal Auditor of the Company for financial year 2024-2025.

15. INTERNAL AUDIT REPORT

The Internal audit plan is approved by the Audit Committee and Internal audits are undertaken on a periodic basis to independently validate the existing controls. Internal Audit Reports are regularly reviewed by the management and corrective action is initiated to strengthen controls and enhance the effectiveness of existing systems.

Significant audit observations, if any, are presented to the Audit Committee along with the status of management actions and the progress of implementation of recommendations.

Internal Audit of the Company is carried out on a regular basis to check the internal controls and functioning of the activities and recommend ways of improvement and the reports are placed before the Audit Committee and Board for review and consideration. The Audit Committee also reviews the adequacy and effectiveness of internal controls.

16. RISK ASSESSMENT AND MANAGEMENT

The Company recognises that risk is an integral and inevitable part of business and is fully committed to manage the risks in a proactive and efficient manner. The Company''s governance structure has well-defined roles and responsibilities, which enable and empower the Management to identify, assess and leverage business opportunities and manage risks effectively. The Company has been on a continuous basis reviewing and streamlining its various operational and business risks. The Company has a disciplined process for continuously assessing risks, in the internal and external environment along with minimising the impact of risks.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

17. RISK MANAGEMENT POLICY

To identify, assess and manage risks effectively, the company has developed a Risk Management Policy. The same is uploaded on the website of the Company at https://www.parleindustries.com/investors.html

18. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis of financial condition, including the results of operations of the Company for the year under review as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided as a "Annexure IV".

19. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual Return for the year under review shall be made available on the Company''s website at https://www.parleindustries.com/investors.html

20. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

The details of investments made are disclosed in the Financial Statements of the Company. Further, the Company has not provided guarantees, not given any loan or provided security during the year under review.

21. RELATED PARTY TRANSACTIONS

All related party transactions, if any, that were entered into during the Financial Year were on an arm''s length basis and were in the ordinary course of business as part of Company''s philosophy of adhering to highest ethical standards, transparency and accountability. These transactions are not likely to have any conflict with Company''s interest.

All Related Party Transactions up to March 31, 2025 were placed before the Audit Committee and the Board for Approval. Also, prior omnibus approval of the Audit Committee was obtained for Related Party Transactions for the Financial Year 2024-25.

The particulars of transactions between the Company and its related parties as per the Accounting Standard-18 are set out in Notes to Accounts in the Financial Statements annexed with this report. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. Accordingly, no transactions were required to be reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

22. BOARD MEETING

11 (Eleven) meetings of the Board of Directors were held during the year. Details of Board, its Meetings, composition and the attendance of Directors are provided in Corporate Governance Report, which forms part of this Annual Report.

Committees of the Board

The Company has following 3 (three) statutory committees in compliance with the requirements of the Act and Listing Regulations:

(i) Audit Committee,

(ii) Nomination & Remuneration Committee,

(iii) Stakeholders Relationship Committee.

Details of composition of the committee during the year, changes therein, number of meetings held and attendance of Committee Members thereof during the Financial Year under review are provided in Corporate Governance Report, which forms part of this Annual Report.

Audit Committee

The Audit Committee comprises of 3 (three) members, two-third members of whom are Independent Directors. The Chairman of the Committee is an Independent Director. The Committee met 6 (Six) times during the financial year. All recommendations of the Audit Committee have been accepted by the Board.

Nomination and Remuneration Committee

The Company has a Nomination and Remuneration Committee comprising of 3 (three) members, of which all members are Non-Executive Directors and two-third members are Independent Directors. The Chairman of the Committee is an Independent Director. The Committee met 5 (Five) times during the financial year.

The Committee has formulated the Nomination, Remuneration & Performance Evaluation Policy under the provisions of Section 178(3).

Stakeholders Relationship Committee

Stakeholders Relationship Committee of Directors comprises of 3 (three) members, including one Independent Director. The Chairman of the Committee is an Independent Director. The Committee met 4 (Four) times during the financial year.

23. DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2024-25.

The Directors further confirm that the financial statements of the Company for the year ended 31st March, 2025 appropriately disclose the position of issued and paid-up capital as at year end, and that the subsequent forfeiture of 2,26,50,000 equity shares due to non-payment of first and final call monies by the holders of these shares, the impact will be reflected in the financial statements of the following reporting period, as more fully explained in this Report.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for the year;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

24. CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms an integral part of this report and is provided as "Annexure V".

A certificate from M/s. Nishant Bajaj & Associates, Practicing Company Secretary regarding compliance on conditions of corporate governance as stipulated in the Listing Regulations is also appended to the report on Corporate Governance.

25. LISTING ON STOCK EXCHANGE

The Company shares are listed on the BSE Ltd and the Company has paid the listing fees for the Financial Year 2024-25. The shares of the Company are traded at BSE Ltd having Nation-wide terminals.

26. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of your Company''s Code of Conduct.

Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism.

The Whistle Blower Policy is available on the Company''s website at the https://www.parleindustries.com/investors.html

27	DISCLOSURES AS PER SCHEDULE V OF THE COMPANIES ACT, 2013
	Name of the Director	Anand Jain
	Salary & Allowance	Upto 6,00,000/- per annum During the year FY 2024-25, remuneration of 350 was paid
	Perquisites	Nil
	Commission	Nil
	Service Contract/ Tenure	As mutually agreed
	Performance linked incentive	Nil
	Notice Period	As mutually agreed
	Severance Fees	Nil
	Stock Option	Nil
	Pension	Nil

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

Pursuant to the provisions of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, following

a) Conservation of Energy

i. The steps taken or impact on conservation of energy - The Operations of the Company are not energy intensive. However, adequate measures have been initiated for conservation of energy.

ii. The steps taken by the Company for utilizing alternate source of energy - Company shall consider on adoption of alternate source of energy as and when the need arises.

iii. The Capital Investment on energy conversation equipment - No Capital Investment during the Financial Year under review.

b) Technology absorption

i. The efforts made towards technology absorption. - Minimum technology required for Business is absorbed.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable.

iv. The expenditure incurred on Research and development - Not Applicable.

c) Foreign Exchange Earnings and Outgo- During the financial year under review, there were no foreign exchange earnings and outgo.

29. INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. During the year, such control was tested and no reportable material weakness in the design or operation was observed.

30. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure VI forming part of this Annual Report.

31. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any of its securities lying in demat/ unclaimed suspense account arising out of public/bonus/right issues as at 31^st March, 2025. Hence, the particulars relating to aggregate number of shareholders and the outstanding securities in suspense account and other related matters does not arise.

32. NOMINATION, REMUNERATION & PERFORMANCE EVALUATION POLICY

The Company has a Nomination, Remuneration & Performance Evaluation Policy for appointment, remuneration and evaluation of performance of Directors, Key Managerial Personnel and Senior Management pursuant to Section 178 of the Companies Act, 2013 and Listing Regulations.

Following are the salient features of the policy:

â¢ To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management;

â¢ Provides a criteria for selection based on integrity, qualifications, and experience

â¢ To recommend to the Board on remuneration payable to the Directors, Key Managerial Personnel and Senior Management;

â¢ To evaluate the performance of the Board, Committees, and individual Directors and provide necessary report to the Board for further evaluation;

â¢ Constitution of a Nomination & Remuneration Committee to oversee appointments, evaluations, and remuneration.

â¢ To devise a policy on Board diversity.

The policy covers the appointment criteria and qualifications, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel and the same is available on the website of the Company at https://www.parleindustries.com/investors.html

33. CORPORATE SOCIAL RESPONSIBILITY

During the FY 2024-25, Corporate Social Responsibility is not applicable to the company.

34. SEXUAL HARASSMENT POLICY

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at workplace. This has been widely communicated internally. Your Company has constituted ''Internal Complaints Committee'' to redress complaints relating to sexual harassment at its workplaces. The Company has not received any complaints relating to sexual harassment during financial year 2024-25.

The details of number of Sexual Harassment Complaints are as mentioned below:
Sr No.	Particulars	Number of Complaints
1.	Number of Sexual Harassment Complaints received	0
2.	Number of Sexual Harassment Complaints disposed off	0
3.	Number of Sexual Harassment Complaints pending beyond 90 days.	0

35. DISCLOSURE UNDER THE MATERNITY BENEFITS ACT, 1961

The provisions of the Maternity Benefit Act, 1961 are not applicable to the Company as the number of employees is below the prescribed threshold limit specified under the said Act.

36. REPORTING OF FRAUD BY AUDITORS

During the Financial Year under review, none of the Auditors have reported any instances of frauds in the Company by its officers or employees, to the Audit Committee or the Board pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

37. CODE OF CONDUCT

Your Company has established a Code of Conduct and Code of Fair Disclosures for Prohibition of Insider Trading ("Code of Conduct" or "Code") which is applicable to the Employees, Directors, designated persons, immediate relatives of designated persons and connected persons of the Company. The Code lays down the standard of conduct, which is expected to be followed by the Directors and employees in their business dealings, and in particular, on matters relating to integrity in the work place, dealing with stakeholders and in business practices. All the Board Members and the Senior Management employees have confirmed compliance with the Code. The Code is available on website of the Company at https://www.parleindustries.com/investors.html.

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

There are no significant material orders passed by the Courts/ Regulators or Tribunals impacting the going concern status and Company''s operations in future.

39. COMPLIANCE OF ACCOUNTING STANDARDS

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

40. COMPLIANCE OF SECRETARIAL STANDARDS

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

41. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no application made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

42. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT IN ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

43. OTHER DISCLOSURES

In terms of applicable provisions of the Act and Listing Regulations, the Company discloses that during the Financial Year under review:

i) There was no scheme for provision of money for the purchase of our own shares by employees or by trustees for the benefit of employees.

ii) There was no issue of shares with differential rights.

iii) There was no transfer of unpaid or unclaimed amount to Investor Education and Protection Fund (IEPF).

44. APPRECIATION:

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Cooperation extended to the Company by all valued customers and bankers of the Company. Your Directors also wish to place on record their sincere appreciation for the valued contribution, unstinted efforts by the employees at all levels which contributed, in no small measure, to the progress and the high performance of the Company during the year under review.

Mar 31, 2025

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company, for the Financial Year ended on 31^st March, 2025 is summarized below:

(Amount in Lakhs)

PARTICULARS	STANDALONE		CONSOLIDATED
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	127.07	-	468.36	-
Other income	1.92	46.11	1.92	46.11
Total Income	128.99	46.11	470.28	46.11
Profit before Interest, Depreciation and Taxes	27.54	4.42	66.30	4.42
Less: Finance cost	11.74	1.55	11.74	1.55
Less: Depreciation and amortisation expenses	8.39	4.46	8.39	4.46
Profit Before Tax	27.54	4.42	66.30	4.42
Less: Provision for Tax Current Tax Deferred Tax	(4.30) (6.32)	0.69 0.84	(0.68) 21.28	0.69 0.84
Profit After Tax	38.15	2.89	45.70	2.89
Other Comprehensive Income / (Loss) (Net of Tax)	38.15	2.89	45.70	2.89
Total Comprehensive Income	38.15	2.89	45.70	2.89

2. DIVIDEND

During the year ended 31^st March 2025, the Board of Directors has not recommended the dividend on the Equity Shares of the Company.

3. INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY Review of Standalone Results

â¢ Standalone Total Income increased to Rs. 128.99 lakhs compared to Rs. 46.11 lakhs in the previous financial year.

â¢ Profit Before Tax increased to Rs. 27.54 lakhs, versus Rs. 4.42 lakhs in the previous financial year.

â¢ Profit After Tax increased to Rs. 38.15 lakhs, compared to Rs. 2.89lakhs in the previous financial year.

Review of Consolidated Results

â¢ Consolidated Total Income stood at Rs. 470.28 lakhs.

â¢ Profit Before Tax stood at Rs. 66.30 lakhs.

â¢ Profit After Tax stood at Rs. 47.50 lakhs.

This strong financial performance highlights the Company''s solid fundamentals and its commitment to delivering long-term value to shareholders.

4. TRANSFER TO RESERVES

The Company does not propose to carry any amount to general reserve.

5. DEPOSITS:

The Company has neither accepted nor renewed any deposits from the public during the year within the meaning of Section 73(1) of the Companies Act, 2013, and the rules made thereunder.

6. CHANGE IN NATURE OF BUSINESS:

During the FY 24-25 there is no change in nature of business of the company.

7. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

During the year, the Company had proposed acquisitions of WISPL, WSPL and MVPL through share swap arrangements.

During the year under review, the Company has acquired 100% stake in Windfield Spaces Private Limited. Accordingly, it became Wholly Owned Material Subsidiary of the Company.

Material Subsidiaries

As per Regulation 16(1)(c) of Listing Regulations, Windfield Spaces Private Limited is considered as Material Subsidiary of the Company as on March 31, 2025.

The Company has no Joint Venture and Associate companies during the year under review.

8. SHARE CAPITAL:

The details of Share capital of the Company is as under:

Particulars	As at 31st March, 2025		As at 31st March, 2024
Particulars	Number of Shares	Amount	Number of Shares	Amount
Authorised Capital: Equity Shares of Rs 10/- each	6,50,00,000	65,00,00,000	1,50,00,000	15,00,00,000
Issued, Subscribed & Paid-Up Capital: Equity Shares of Rs 10/- each	4,88,40,000	48,84,00,000	1,40,00,000	14,00,00,000

Consequent to this reclassification, the entire 100% shareholding of the Company is now held by public shareholders, and there are no promoter or promoter group shareholders in the Company.

Details of Forfeiture of shares:
Particulars	As at 10th July, 2025		As at 31st March, 2025
Particulars	Number of Shares	Amount	Number of Shares	Amount
Authorised Capital: Equity Shares of Rs 10/- each	6,50,00,000	65,00,00,000	6,50,00,000	65,00,00,000
Issued, Subscribed Capital: (Equity Shares of Rs 10/- each)	4,88,40,000	48,84,00,000	4,88,40,000	48,84,00,000
Forfeited Equity Shares of Rs.10/- each Less:	(2,26,50,000)		NIL	NIL
Paid-Up Capital (Equity Shares of Rs 10/- each)	2,61,90,000	26,19,00,000	4,88,40,000	48,84,00,000

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:Composition of the Board

The Company is managed by Professional Board of Directors comprising of 7 (seven) Professional Directors as on date of this Report comprising:

(i) Three Non-Executive Independent Directors, one of whom is a Woman Independent Director;

(ii) One Non-Executive Non-Independent Director; and

(iii) Three Executive Directors one of whom serves as the Director & Chief Financial Officer.

The Board of the Company as on end of the financial year i.e. March 31, 2025 is as under:

Name of the Director	DIN	Designation	Date of appointment
Mr. Rakeshkumar Dinesh Mishra	06919510	Executive Director	January 10, 2020
Mr. Raviprakash Narayan Vyas	07893486	Non-Executive Independent Director	January 10,2020
Mr. Narendra Chaturbhuj Purohit	08686794	Non-Executive Independent Director	February 14, 2020

Mrs. Unnatti Nishant Jain	07910214	Non-Executive Woman Independent Director, Chairperson	April 22, 2019
Mr. Paras Bhojani	07079341	Non-Executive NonIndependent Director	August 28, 2020
Mrs. Kalpana Jha	08853652	Executive Director	August 28, 2020
Mr. Anand Jain	07730608	Whole-Time Director	March 15, 2025

None of the Directors of the Company are disqualified under provisions of Section 164(2) of the Companies Act, 2013.

(a) Appointment, Re-appointment and Resignation of Directors

Mr. Paras Bhojani was redesignated from Executive Director to Non-Executive Director of the Company with effect from 31^st March, 2025.

(b) Director Retiring by Rotation

1) Mr. Anand Jain, Whole-Time Director;

2) Mr. Rakeshkumar Dinesh Mishra, Chief Financial Officer;

3) Mr. Sheena Poova Karkera, Chief Executive Officer; and

4) Ms. Deepika Tater, Company Secretary and Compliance Officer

During the Financial Year under review and up to the date of this report, there were following changes in the positions of the KMPs.

â¢ Ms. Deepika Tater, resigned from the post of Company Secretary and Compliance Officer of the Company with effect from July 23, 2025.

â¢ Mr. Rakeshkumar Dinesh Mishra ceased to be Chairman of the Board with effect from 03^rd August, 2024.

â¢ Mr. Sheena Poova Karkera was appointed as Chief Executive Officer of the Company with effect from 03^rd August, 2024.

10. MATERIAL CHANGES AND COMMITMENTS:

11. DECLARATION BY AN INDEPENDENT DIRECTOR(S):

â¢ the performance of non-Independent directors and the Board as a whole;

â¢ the performance of the Chairman of the Company, taking into account the views of executive directors and non-executive directors; and

12. ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS:

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations.

13. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

https://www.parleindustries.com/investors.html

14. AUDITORS:

i. Statutory Auditors and Audit Report

Companies Act, 2013. The Board of Directors placed on record their appreciation for the services rendered by M/s. Ajmera & Ajmera (Firm Registration No.: 018796C) Chartered Accountants, Mumbai.

The Statutory Auditors have confirmed that they continue to be eligible and are not disqualified from continuing as Statutory Auditors of the Company.

STATUTORY AUDIT REPORTS

â¢ The Statutory Auditors have provided remarks on Internal Financial controls of the Company.

ii. Cost Auditors:

The Company is not required to keep cost records or appoint cost auditors.

iii. Secretarial Auditors and Secretarial Audit Report:

The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India.

Annual Secretarial Compliance Report

Secretarial Audit Report of Material Subsidiaries

iv. Internal Auditor:

The Board, upon the recommendation of the Audit Committee, has appointed M/s. Motilal & Associates LLP, as the Internal Auditor of the Company for financial year 2024-2025.

15. INTERNAL AUDIT REPORT

Significant audit observations, if any, are presented to the Audit Committee along with the status of management actions and the progress of implementation of recommendations.

16. RISK ASSESSMENT AND MANAGEMENT

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

17. RISK MANAGEMENT POLICY

18. MANAGEMENT DISCUSSION & ANALYSIS REPORT

19. ANNUAL RETURN

20. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

21. RELATED PARTY TRANSACTIONS

22. BOARD MEETING

Committees of the Board

The Company has following 3 (three) statutory committees in compliance with the requirements of the Act and Listing Regulations:

(i) Audit Committee,

(ii) Nomination & Remuneration Committee,

(iii) Stakeholders Relationship Committee.

Audit Committee

Nomination and Remuneration Committee

The Committee has formulated the Nomination, Remuneration & Performance Evaluation Policy under the provisions of Section 178(3).

Stakeholders Relationship Committee

23. DIRECTORS'' RESPONSIBILITY STATEMENT

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

24. CORPORATE GOVERNANCE

25. LISTING ON STOCK EXCHANGE

The Company shares are listed on the BSE Ltd and the Company has paid the listing fees for the Financial Year 2024-25. The shares of the Company are traded at BSE Ltd having Nation-wide terminals.

26. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of your Company''s Code of Conduct.

The Whistle Blower Policy is available on the Company''s website at the https://www.parleindustries.com/investors.html

27	DISCLOSURES AS PER SCHEDULE V OF THE COMPANIES ACT, 2013
	Name of the Director	Anand Jain
	Salary & Allowance	Upto 6,00,000/- per annum During the year FY 2024-25, remuneration of 350 was paid
	Perquisites	Nil
	Commission	Nil
	Service Contract/ Tenure	As mutually agreed
	Performance linked incentive	Nil
	Notice Period	As mutually agreed
	Severance Fees	Nil
	Stock Option	Nil
	Pension	Nil

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

Pursuant to the provisions of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, following

a) Conservation of Energy

i. The steps taken or impact on conservation of energy - The Operations of the Company are not energy intensive. However, adequate measures have been initiated for conservation of energy.

ii. The steps taken by the Company for utilizing alternate source of energy - Company shall consider on adoption of alternate source of energy as and when the need arises.

iii. The Capital Investment on energy conversation equipment - No Capital Investment during the Financial Year under review.

b) Technology absorption

i. The efforts made towards technology absorption. - Minimum technology required for Business is absorbed.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable.

iv. The expenditure incurred on Research and development - Not Applicable.

c) Foreign Exchange Earnings and Outgo- During the financial year under review, there were no foreign exchange earnings and outgo.

29. INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY

30. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

31. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

32. NOMINATION, REMUNERATION & PERFORMANCE EVALUATION POLICY

Following are the salient features of the policy:

â¢ To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management;

â¢ Provides a criteria for selection based on integrity, qualifications, and experience

â¢ To recommend to the Board on remuneration payable to the Directors, Key Managerial Personnel and Senior Management;

â¢ To evaluate the performance of the Board, Committees, and individual Directors and provide necessary report to the Board for further evaluation;

â¢ Constitution of a Nomination & Remuneration Committee to oversee appointments, evaluations, and remuneration.

â¢ To devise a policy on Board diversity.

33. CORPORATE SOCIAL RESPONSIBILITY

During the FY 2024-25, Corporate Social Responsibility is not applicable to the company.

34. SEXUAL HARASSMENT POLICY

The details of number of Sexual Harassment Complaints are as mentioned below:
Sr No.	Particulars	Number of Complaints
1.	Number of Sexual Harassment Complaints received	0
2.	Number of Sexual Harassment Complaints disposed off	0
3.	Number of Sexual Harassment Complaints pending beyond 90 days.	0

35. DISCLOSURE UNDER THE MATERNITY BENEFITS ACT, 1961

The provisions of the Maternity Benefit Act, 1961 are not applicable to the Company as the number of employees is below the prescribed threshold limit specified under the said Act.

36. REPORTING OF FRAUD BY AUDITORS

37. CODE OF CONDUCT

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

There are no significant material orders passed by the Courts/ Regulators or Tribunals impacting the going concern status and Company''s operations in future.

39. COMPLIANCE OF ACCOUNTING STANDARDS

40. COMPLIANCE OF SECRETARIAL STANDARDS

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

41. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no application made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

42. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT IN ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

43. OTHER DISCLOSURES

In terms of applicable provisions of the Act and Listing Regulations, the Company discloses that during the Financial Year under review:

i) There was no scheme for provision of money for the purchase of our own shares by employees or by trustees for the benefit of employees.

ii) There was no issue of shares with differential rights.

iii) There was no transfer of unpaid or unclaimed amount to Investor Education and Protection Fund (IEPF).

44. APPRECIATION:

Mar 31, 2024

Board of Directors hereby present the 41^st Annual Report on the business and operations of Parle Industries Limited together with the Audited Statements of Accounts for the financial year ended 31^stMarch, 2024.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company, for the Financial Year ended on 31^st March, 2024 is

summarized below:		(Amount in Lakhs)
Particulars	Year ended 31^st March,	Year ended 31^st March,
	2024	2023
Revenue From Operations	-	10.50
Other Income	46.11	69.61
Total Income	46.11	80.11
Total Expenses	41.69	64.02
Profit before Exceptional Item And tax	4.43	16.09
Exceptional Item	-	4.35
Profit Before Tax	4.43	11.75
Taxation:
Current Tax	0.69	3.05
Previous Tax	-	-
Deferred Tax	0.84	4.79
MAT Credit Entitlement	-	-
Profit for the period	2.90	3.91
Other Comprehensive Income (after tax)	-	-
Total Comprehensive Income for the year	2.90	3.91

2. DIVIDEND

During the year ended 31^st March 2024, the Board of Directors has not recommended the dividend on the Equity Shares of the Company.

3. PERFORMANCE REVIEW

During the period under review, the company reported nil revenue from operations and a decrease in profit, which fell from 3.91 Lakhs to 2.90 Lakhs compared to the previous year.

4. TRANSFER TO RESERVE

The Company does not propose to carry any amount to general reserve.

5. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year within the meaning of Section 73(1) of the Companies Act, 2013, and the rules made thereunder.

6. CHANGE IN NATURE OF BUSINESS:

During the FY 23-24 there is no change in nature of business of the company.

The company continues to operates primarily in the ''Infra & Real Estate'' Segment foraying in the field of Infra & Real Estate development and is poised to generate revenue from this segment in the forthcoming FY 24-25.

The company has its investments in ''Investment Segment'' and has plans to develop MRF unit catering to industrial users operating in paper waste, recycling process etc. The revenue from this Investment Segment is yet to commence, hence segment reporting is not required in accordance with Ind AS 108.

7. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company has no subsidiary, Joint Venture and Associate companies.

No company has become or ceased to be the Company''s subsidiaries, joint ventures or associate companies during the year under review.

8. SHARE CAPITAL:

The details of Share capital of the Company is as under:

Particulars	As at 31st March,	2024	As at 31st March, 2023
	Number of Shares	Amount	Number of Shares	Amount
Authorised Capital: Equity Shares of Rs 10/- each	1,50,00,000	15,00,00,000	1,50,00,000	15,00,00,000
Issued, Subscribed & Paid-Up Capital: Equity Shares of Rs 10/- each	1,40,00,000	14,00,00,000	1,40,00,000	14,00,00,000

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the period under review, the following changes occurred in the Company''s Board:

1. Mr. Rakeshkumar Mishra, Executive Director of the company was appointed as the Chief Financial Officer of the company w.e.f. 10^th February, 2024

2. Mr. Paresh Parekh and Mr. Manish Patel were relieved from the position of Chief Executive Officer and from the position of Chief Financial Officer w.e.f. 31^st January, 2024

3. Mrs. Unnatti Jain (DIN: 07910214), Non-Executive Independent Director of the Company has reappointed for the second term of 5 years w.e.f. 22^nd April, 2024 to 21^st April, 2029.

4. Mr. Rakeshkumar Mishra (DIN - 06919510), a Director of the Company, will retire by rotation at the forthcoming Annual General Meeting and, being eligible, has offered himself for reappointment.

5. Following the period under review, the company has appointed Mr. Sheena Karkera as Chief Executive Officer of the company w.e.f. 03^rd August, 2024.

Other than the above, there has been no change in the constitution of Board during the year under review i.e. the structure of the Board remains the same

10. MATERIAL CHANGES AND COMMITMENTS:

Following the review period,

i. The Board of Directors, in a meeting held on 08^th April, 2024, approved the reclassification of the Promoter Group in accordance with Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations.

The Board subsequently filed an application with BSE Limited to seek approval for this reclassification. Upon obtaining approval by the BSE, the promoter will be reclassified as public category shareholder. Thereafter there will be no promoter in the company and will be a professionally managed company thereon.

ii. The Board of Directors, in a meeting held on 03^rd September, 2024, approved the acquisition of 100% shares of M/s. Welldone Integrated Services Private Limited (WISPL), M/s. Windfield Spaces Private Limited (WSPL) and M/s. Marvelous Vickyfoods Private Limited (MVPL) for the consideration other than cash by way swap shares by issue and allotment of 1,09,00,000 Equity shares to WISPL, 1,22,00,000 Equity shares to WSPL and 1,17,50,000 Equity Shares to MVPL, at the issue price of Rs. 36/- per shares, subject to approvals from members in the ensuing Annual General Meeting of the company.

Further, the Board also approved the issue, offer and allot 2,77,777 Equity shares to M/s. Apple Capital Management Private Limited, creditor of the company for the consideration other than cash pursuant to conversion of outstanding dues standing in the books of the company.

The company continues to experience growth and transformation within the real estate sector and investment arena. This strategic move of expansion through inorganic acquisitions, positions us for enhanced market presence and diversified revenue streams. Our focus remains on delivering sustainable growth and maximizing shareholder value. Looking ahead, we anticipate continued growth driven by our strategic expansion and new business initiatives

11. DECLARATION BY AN INDEPENDENT DIRECTOR(S):

In accordance with the provisions of Section 149(7) of the Act, Ms. Unnatti Jain, Mr. Raviprakash Vyas and Mr. Narendra Purohit, Independent Directors of the Company as on 31^st March, 2024 have given their declarations to the Board that they meet the criteria of independence as laid down under Section 149(6) of the Act, Regulation 16(1)(b) and Regulation 25 of the SEBI Listing Regulations and are qualified to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act.

The Board is of the opinion that both the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of strategy, planning and execution, management and leadership, functional and managerial experience, legal and risk management,

corporate governance systems and practices, finance, banking and accounts and they hold highest standards of integrity.

During the financial year 2023-24 a separate meeting of Independent Directors was held on 31^stMarch, 2024, without the presence of executive directors or management representatives and the following matters were discussed:

â¢ the performance of non-Independent directors and the Board as a whole;

â¢ the performance of the Chairman of the Company, taking into account the views of executive directors and non-executive directors; and

12. ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS:

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations.

The evaluation was done in accordance with the framework and criteria laid down by the NRC. Further, at a separate meeting, the Independent Directors evaluated performance of NonIndependent Directors, Board as a whole and of the Chairman of the Board.

13. AUDITORS:

i. Statutory Auditors and Audit Report

Pursuant to the provisions of Section 139 of the Act, M/s. Ajmera & Ajmera, Chartered Accountants, Mumbai (ICAI Firm Registration No. 018796C) are the Statutory Auditors of the Company, as per their appointment at the 40^th AGM of the Company held on 25^th September, 2023, for a period of 5 (five) years.

The requirement of seeking ratification of members for continuing the appointment of Statutory Auditors at every AGM was withdrawn by the Companies (Amendment) Act, 2017 w.e.f. 07th May, 2018.

M/s. Ajmera & Ajmera, Chartered Accountants have confirmed that they are eligible and are in compliance with the provisions specified under Section 141(3)(g) of the Act and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014. The Report of the Statutory Auditor forming part of the Annual Report, does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

ii. Cost Auditors:

The Company is not required to keep cost records or appoint cost auditors.

iii. Secretarial Auditors and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Nishant Bajaj & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the financial year ended 31^st March, 2024. The Secretarial Audit Report for the financial year ended 31^st March, 2024 is enclosed to this report as "Annexure A".

The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India.

Sr.no	Secretarial Auditors Qualification	Management''s Response
1	For the quarter ended 31^st March, 2023 the intimation for closure of Trading Window was filed on 04^thApril, 2024 with a delay of 4 days as per the SEBI (Prohibition of Insider Trading) Regulations, 2015.	The same was due to inadvertent delay. Further the management will make sure for timely compliance.
2	For the Compliance Certificate required under Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2015 was required to	The same was due to inadvertent delay. Further the management will make sure for timely compliance.

filed by delay of 4 days for the quarter ended 31st March, 2024.

On 31st January, 2024, Mr. Manish Gopaldas Patel was removed from the position of Chief Executive Officer (CEO) of the Company. In accordance with Regulation 26A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 203 of the Companies Act, 2013 the Company was required to fill the vacancy within specific time frames.

It has come to our attention that the Company filed the vacant office of the CEO on 03rd August, 2024.

The Company was making endeavor to find the suitable candidate for the position of KMP which caused the inadvertent delay in filing the causal vacancy.

iv. Internal Auditor:

The Board, upon the recommendation of the Audit Committee, has appointed M/s. Motilal & Associates LLP, as the Internal Auditor of the Company for financial year 2023-2024.

The observations made in the Internal Auditors'' Report are self-explanatory and therefore do not call for any further comments.

14. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

15. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual Return as on 31st March, 2024 is available on the Company''s website www.parleindustries.com

16. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements.

17. RELATED PARTY TRANSACTIONS:

All Related Party Transactions up to March 31, 2024 were placed before the Audit Committee and the Board for Approval. Also, prior omnibus approval of the Audit Committee was obtained for Related Party Transactions for the Financial Year 2023-24.

18. BOARD MEETING:

During the year under review, the Board met Six (6) times on 30^th May, 2023, 11^th August, 2023, 25^thAugust, 2023, 10^th November, 2023, 31^st January, 2024 and 10^th February, 2024. In accordance with the provisions of the Companies Act, 2013 and rules made thereunder. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

19. DIRECTORS'' RESPONSIBILITY STATEMENT:

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

20. CORPORATE GOVERNANCE:

21. LISTING ON STOCK EXCHANGE:

The Company shares are listed on the BSE Ltd and the Company has paid the listing fees for the Financial Year 2023-24. The shares of the Company are traded at The BSE Ltd having Nation-wide terminals.

22. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of your Company''s Code of Conduct.

The Whistle Blower Policy is available on the Company''s website at the www.parleindustries.com

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

The Board has nothing to report under this. However, the company is taking adequate steps to see that the energy used by the company is the minimum under the given circumstance.

The Board has nothing to report under the head technology absorption.

During the year, the total foreign exchange used was NIL (previous year Nil) and the total foreign exchange earned was NIL (previous year Nil).

24. INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY:

25. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Corporate Governance Report forming part of this Annual Report.

26. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

The Company does not have any of its securities lying in demat/ unclaimed suspense account arising out of public/bonus/right issues as at 31^st March, 2024. Hence, the particulars relating to aggregate number of shareholders and the outstanding securities in suspense account and other related matters does not arise.

27. DISCLOSURES:

AUDIT COMMITTEE:

The Audit Committee comprises of Three Directors viz. Mrs. Unnati Jain, Mr. Raviprakash Vyas and Mr. Narendra Purohit. The constitution of the Audit Committee meets the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations, 2015.

The Terms of Reference, Composition and Meetings and Attendance is as below:

i. Terms of Reference/ Policy:

The terms of reference of the Audit Committee are in conformity with Section 177 of the Act and Regulation 18 of the Listing Regulations, 2015. The brief terms of reference inter alia are as follows

â¢ To oversee the Company''s financial reporting process and disclosure of financial information.

â¢ To review the financial statements, adequacy of internal control systems and periodic Audit reports.

â¢ To recommend to the Board the matters relating to the financial management of the Company.

â¢ To recommend appointment/re-appointment of Statutory Auditors and fixation of their remuneration.

â¢ To hold discussions with Statutory Auditors periodically.

â¢ To review the financial statements, in particular, the investments made by unlisted Subsidiary Company.

ii. Meetings and Attendance:

During the Financial Year 2023-24, 4 (Four) Meetings were held on 30^th May 2023, 11^th August, 2023, 10^th November, 2023 and 10^th February, 2024

Sr No.

Particulars

Designation

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of three Non- Executive Directors, viz. Mrs. Unnati Jain, Mr. Raviprakash Vyas and Mr. Narendra Purohit. The constitution of the Committee meets the requirements of Section 178 of the Act and Regulation 19 of the Listing Regulations, 2015. The Terms of Reference, Composition and Meetings and Attendance is as below:

i. Terms of Reference/ Policy:

The terms of reference of the Committee is to determine, review and recommend the Company''s policy on specific remuneration packages for Whole Time Directors, Non-Executive Directors and commission payable to the Chairman of the Company.

ii. Meetings and Attendance:

During the Financial Year 2023-24, 1 (One) Meetings were held on 11th August, 2023

Sr No.	Particulars	Designation	Category	No. of Meeting attended
1	Mrs. Unnati Jain	Chairperson	Non-Executive Independent Director	1
2	Mr. Raviprakash Vyas	Member	Non-Executive Independent Director	1
3	Mr. Narendra Purohit	Member	Non-Executive Independent Director	1

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders'' Relationship Committee comprises of three Directors viz Mrs. Unnati Jain, Mr. Raviprakash Vyas and Mr. Narendra Purohit. The constitution of the Stakeholders'' Relationship Committee meets the requirements of Section 178 of the Act and Regulation 20 of the Listing Regulations, 2015.

The Terms of Reference, Composition and Meetings and Attendance is as below: i. Terms of Reference/ Policy:

The Committee reviews all matters connected with the physical securities transfer. The Committee also looks into redressal of Shareholders'' complaints relating to transfer of shares/ dematerialization, nonreceipt of balance sheet, non-receipt of dividends, issue of share certificates on account of bonus, split or any other matter related to securities of the Company. The Committee oversees the performance of the Registrar and Transfer Agents and recommends measures for overall improvement in the quality of investor services. The Committee meets as and when required, depending upon grievances and/ or request for physical transfer of securities received by the Company.

ii. Meetings and Attendance:

During the Financial Year 2023-24, 4 (Four) Meetings were held on 30^th May 2023, 11^th August, 2023, 10^th November, 2023 and 10^th February, 2024

Sr No.	Particulars	Designation	Category	No. of Meeting attended
1	Mrs. Unnati Jain	Chairperson	Non-Executive Independent Director	4
2	Mr. Raviprakash Vyas	Member	Non-Executive Independent Director	4
3	Mr. Narendra Purohit	Member	Non-Executive Independent Director	4

28. CORPORATE SOCIAL RESPONSIBILITY:

During the FY 2023-24, Corporate Social Responsibility is not applicable to the company.

29. SEXUAL HARASSMENT POLICY:

30. CODE OF CONDUCT:

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Courts/ Regulators or Tribunals impacting the going concern status and Company''s operations in future.

32. COMPLIANCE OF ACCOUNTING STANDARDS:

33. COMPLIANCE OF SECRETARIAL STANDARDS:

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

34. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no application made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

35. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT IN ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

36. APPRECIATION:

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting their 35^th Annual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31^st March, 2018.

Financial Performance:

A summary of companyâs financial performance for 2017-18:

(Rs. in Lakhs)

Particulars	Year Ended 31.03.2018	Year Ended 31.03.2017*
Gross Revenue	16.62	26.85
Total Expenses	15.50	21.48
Profit before tax	1.14	5.37
Less: Tax Expenses/Differed Taxes	0.70	1.49
Profit for the year	0.42	3.88
Paid Up Equity Share Capital	1400.00	1400.00

* Previous yearâs figures have been re-grouped/re-classified, wherever necessary to conform to this yearâs classification.

Operating & Financial Performance:

During the year under review, company made total income of Rs. 16.62 lakhs as against Rs. 26.85 lakhs in the previous year. The company has incurred total expenses of Rs. 15.50 lakhs against Rs. 21.48 lakhs in the previous year in the financial statement.

Your Company has made a Net profit of Rs. 0.42 lakhs against Rs. 3.88 lakhs in the previous year in financial statement.

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.

Deposits:

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2018. There were no unclaimed or unpaid deposits as on March 31, 2018.

Dividend

Due to exigencies of funds, your directors do not recommend any dividend for the financial year 2017-18.

Number of Meeting of the Board:

During the year 2017-18, the Board of Directors met five times viz. on 22^nd May,2017; 10^th August, 2017; 3^rd November, 2017; 06^th February, 2018 and 27^th March, 2018.

Directorsâ Responsibility Statement:

Pursuant to the requirement under section 134(3)(C) of the Companies Act, 2013 with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended 31^st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) 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 as at March 31, 2018 and of the profit and loss of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis; and

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

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

Details in respect of frauds reported by auditors under section 143(12)

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

Statement on declaration given by independent directors under sub-section (6) of section 149:

The independent directors have submitted the declaration of independence as required pursuant to section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6).

Companyâs policy on directorsâ 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;

The Policy of the Company on Directorsâ 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, are provided in the Corporate Governance Report.

Particulars of loans, guarantees or investments under section 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Related Party Transactions:

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the form AOC-2:

All Related Party Transactions (RPTs) which were entered into during the financial year were on an armâs length basis and were in the ordinary course of business and did not attract provisions of section 188 of the Companies Act, 2013 and were also not material RPTs under regulation 23 of the SEBI Listing Regulations, 2015. During the year 2017-18, as required under section 177 of the Companies Act, 2013 and regulation 23 of the SEBI Listing Regulations, 2015, all RPTs were placed before the Audit Committee for approval.

A statement showing the disclosure of transactions with related parties as required under Accounting Standard 18 is set out separately in this Annual Report.

There were no material transactions entered into with related parties, during the period under review, which may have had any potential conflict with the interests of the Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website www.parlesoftwares.com. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Material changes and commitments

During the period between 31.3.2018 and the date of this report of directors, your company has commenced new business trading activities of Waste Paper and Allied Products and has made a Revenue of Rs.193.69 lakhs from the aforesaid activity yielding Net profit of Rs. 49.78 lakhs during the first quarter of FY 2018-19, and has reported positive financial performance for the quarter ended 30.6.2018,which has immensely augmented the financial performance of the company for the FY2018-19 and has made material and significant impact on the operations of the company, giving impetus to the financial performance of the company.

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

Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research and development and technology absorption, as prescribed under the companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are not applicable. The foreign exchange earnings and expenditure of the Company during the year under review were Rs. NIL.

Risk management policy and its implementation

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Companyâs internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors.

Corporate Social Responsibility (CSR):

As the Company does not fall under the mandatory bracket of Corporate Social Responsibility, the Company has not taken any initiative on Corporate Social Responsibility.

Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors

The formal annual evaluation has been done by the board of its own performance and that of its committee and individual directors on the basis of evaluation criteria specified in the Nomination and Remuneration policy of the Company. A member of the Board/committee did not participate in the discussion of his/her evaluation.

Directors or Key Managerial Personnel who were appointed or have resigned during the year Appointment

There was no change with respect to appointment of Directors and KMP during the year under review, However following change has been made after 31.03.2018:

1. Mr. Vimal J. Maharajwala- Chief Executive Officer, appointed w.e.f. 14^th August, 2018.

2. Mrs. Manisha Patel- Independent Director, appointed on the Board of the Company w.e.f. 14^th August, 2018.

3. Mr. V.I. Garg- Additional Director and Executive Chairman, appointed on the Board of Company w.e.f. 14^th August, 2018.

Resignation

There was no change with respect to resignation of Directors and KMP during the year under review, However following change has been made after 31.03.2018:

1. Mrs. Chanda Garg- Non Executive Director, resigned w.e.f. 14^th August, 2018.

2. Mr. V.I. Garg- Managing Director, resigned w.e.f. 14^th August, 2018.

Subsidiary Companies, Joint Venture Or Associate Companies:

During the year under review, there are no Subsidiary/Joint Ventures/ Associate Companies.

Significant and material orders passed by the regulators or courts

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

Details of internal financial controls with reference to the financial statements

The Company has documented its internal financial controls considering the essential components of various critical processes, physical and operational, which includes its design, implementation and maintenance along with periodical internal review of operational effectiveness and sustenance.

This ensures orderly and efficient conduct of its business, including adherence to the Companyâs policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The internal financial controls with reference to the financial statements were adequate and operating effectively. Presentation of financial statements

The financial statements of the Company for the year ended 31^st March 2018, have been disclosed_as per Schedule III to the Companies Act, 2013.

Statutory Auditor

Your Companyâs Auditors, M/s G. R. Modi & Co., Chartered Accountants, (Firm Registration No.112617W) were appointed at the last AGM to hold office for a term of 5 years from the conclusion of last annual general meeting until the conclusion of the 39^th annual general meeting of the Company. However, vide their letter dated 14^th August, 2018 they have expressed their inability to continue as Statutory Auditors of your Company. The Board thus appointed M/s. Dhawan & Co., Chartered Accountants [FRN: 002864N] as Statutory Auditors of your Company in the casual vacancy caused by the said resignation effective 14^th August, 2018 till the conclusion of the forthcoming AGM and have sought approval of members to appoint them for the aforesaid period.

Pursuant to the provisions of Section 139 of the Act and Rules framed thereunder, as amended, it is mandatory to rotate the Statutory Auditors on completion of maximum term as provided therein. The Board on 14^th August, 2018, has recommended appointment of M/s. Dhawan & Co., Chartered Accountants [FRN: 002864N] as Statutory Auditors of the Company and to hold office for a period of up to 5 consecutive years from the conclusion of the 35 ^th AGM till the conclusion of the 40^th AGM, subject to ratification of their appointment by the shareholders at every AGM.

Your Company has obtained consent of M/s. Dhawan & Co., Chartered Accountants, and a certificate in accordance with Section 139, 141 and other applicable provisions of the Act to the effect that their appointment, if made, shall be in accordance with the conditions prescribed and that they are eligible to hold office as Statutory Auditors of the Company, subject to approval of the members in the forthcoming AGM.

Necessary resolution has been provided in the AGM notice seeking approval of members.

There are no qualifications, reservations or adverse remarks made by M/s. G. R. Modi & Co., Chartered Accountants, Statutory Auditors, in their Report.

Secretarial Audit

M/s. Monika Thanvi & Associates, Company Secretaries in Practice conducted Secretarial Audit for the financial year ended March 31, 2018. M/s. Monika Thanvi & Associates has submitted the Report confirming compliance with the applicable provisions. The Secretarial Audit Report for the financial year ended March 31, 2018 in the prescribed Form MR-3 in Annexure A which forms part of this report.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Monika Thanvi & Associates, Company Secretary in Practice, in secretarial audit report.

Indian Accounting Standards (Ind AS)

As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (âInd ASâ) from 1^st April, 2017 with a transition date of 1^st April, 2016. The financial results for the year 2017-18 have been prepared in accordance with Ind AS, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and the other recognized accounting practices and policies to the extent applicable. The Financial Results for all the periods of 2017-18 presented have been prepared in accordance with Ind AS. The Company has adopted âIND ASâ for the first time with effect from 1^st April, 2017, with the comparatives for the periods ending 31^st March, 2017.

Extract of Annual Return

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure B in the prescribed Form MGT-9, which forms part of this report.

Vigil mechanism/whistle Blower Policy

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

Management Discussion and Analysis Report:

The Managementâs discussion and analysis is set out in this Annual Report.

Report on Corporate Governance

Pursuant to the SEBI Listing Regulations, 2015, a separate section titled âCorporate Governanceâ has been included in this Annual Report, along with the reports on Management Discussion and Analysis and General Shareholder Information.

All Board members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year 2017-18. A declaration to this effect signed by the Managing Director of the Company is contained in this Annual Report.

The Managing Director (CEO) and CFO have provided to the Board the compliance certificate with regard to the financial statements and other matters as required under regulation 17(8) of the SEBI Listing Regulations, 2015.

A certificate from the auditors of the Company regarding compliance of conditions of corporate governance is annexed to this Report.

Secretarial standards of ICSI

Pursuant to the approval given on 10 April 2015 by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1 July 2015. The Company is in compliance with the same.

Statutory Disclosures

Details as required under the provisions of section 197(12) of the Companies Act, 2013, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are placed on the Companyâs website www.parlesoftwares.com. A physical copy of the same will be made available to any shareholder on request.

Details as required under the provisions of section 197(12) of the Companies Act, 2013, read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be made available to any shareholder on request, as per provisions of section 136(1) of the said Act.

Prevention of Sexual Harassment of Women at Workplace:

The Company has in place the âPolicy on Prevention of Sexual Harassment at the Workplaceâ in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaints were received by the Committee for Redressal.

Appreciations and Acknowledgements

The Board of directors places on record its sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution at all levels, in most difficult and challenging environment during the year. Your Directors would like to record their sincere appreciation for the support and co-operation that your Company received from business associates and other strategic partners of the company.

Your Directors wish to place on record their sincere appreciation and thanks for the valuable co-operation and support received from the Registrar of Companies, Maharashtra, Regional Director, Western Region, Ministry of Company Affairs, Companyâs bankers, financial institutions, Regulatory Authorities, Stock Exchanges and shareholders at large and look forward to the same in greater measure in the coming years.

For and on behalf of the Board of Directors

Sd/- Sd/-

V.I. Garg Ashish Kankani

Place: Mumbai Executive Chairman Director

Date: August 14, 2018 (DIN:00409946) (DIN: 01971768)

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Thirty Second Annual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31st March, 2015.

Financial Performance:

A summary of company's financial performance for 2014-2015:

(Rs. in Lakhs) Particulars Year Ended Year Ended* 31.03.2015 31.03.2014

Total revenue 20.18 17.48

Gross Profit (before Interest, depreciation & Tax) 7.29 6.99

Finance Charges - 0.01

Depreciation 1.76 4.95

Profit before tax 5.53 2.03

Tax Expenses (0.20) 0.55

Profit after tax 5.73 1.48

Profit for the year 5.73 1.48

Add: Balance brought forward from previous year 173.64 172.16

Profit available for appropriation 179.37 173.64

Paid up Equity Share Capital 1400.00 1400.00

* Previous year's figures have been re-grouped/ re-classified, wherever necessary to conform to this year's classification.

Operating & Financial Performance:

During the year under review, company made total income of Rs.20.18 lacs as against Rs.17.48 lacs in the previous year. The company has made profit before Interest, Depreciation and Tax of Rs.7.29 lacs against Rs.6.99 lacs in the previous year in the financial statement.

Your Company has made a Net profit of Rs.5.73 lacs against Rs.1.48 lacs in the previous year in financial statement.

There is no change in the nature of the business of the Company. There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. There were no material changes and commitment affecting the financial position between March 31, 2015 and date of this Report of Directors.

Deposits:

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2015. There were no unclaimed or unpaid deposits as on March 31, 2015.

Transfer to Reserve:

The Company do not proposes to transfer any amount to the General Reserves.

Dividend

To conserve the resources of the Company, your directors do not recommend any dividend for the financial year 2014-15.

Number of meeting of the Board:

During the year 2014-15, the Board of Directors met five times viz. on 20th May, 2014; 31st July, 2014; 12th November, 2014; 06th February,2015; and 30th March, 2015.

Directors' Responsibility Statement:

Pursuant to the requirement under section 134(3)(C) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) 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 as at March 31, 2015 and of the profit and loss of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis; and

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

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

Statement on declaration given by independent directors under sub-section (6) of section 149:

All Independent Directors have given declarations that they meet the criteria of independent as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing agreement.

Company's policy 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;

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, is appended as Annexure A to this Report.

Particulars of loans, guarantees or investments under section 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Related Party Transactions:

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the form AOC-2:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for related party transactions wherever required and the transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for reviewing on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website www.parlesoftwares.com. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014:

1. Details of contracts or arrangements or transactions not at arm's length basis: Nil

2. Details of material contracts or arrangement or transactions at arm's length basis: Nil

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

Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research and development and technology absorption, as prescribed under the companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are not applicable. The foreign exchange earnings and expenditure of the Company during the year under review were Rs. NIL.

Risk management policy and its implementation

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors.

Corporate Social Responsibility:

As the Company does not fall under the mandatory bracket of Corporate Social Responsibility, the Company has not taken any initiative on Corporate Social Responsibility.

Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors

The formal annual evaluation has been done by the board of its own performance and that of its committee and individual directors on the basis of evaluation criteria specified in the Nomination and Remuneration policy of the Company. A member of the Board/committee did not participate in the discussion of his/her evaluation.

Directors or Key Managerial Personnel* who were appointed or have resigned during the year

The Board of Directors had appointed Ms. Chanda Garg as a woman director with effect from March 30, 2015.

During the year Company had appointed Mr. Sheena Karkera as a Chief Financial Officer of the Company w. e. f. March 30, 2015.

* Mr. Rakeshkumar D Mishra has been appointed as Company Secretary and Compliance Officer w.e.f. April 01, 2015. & * Mr.V.I. Garg. Director of the Company has been appointed as Managing Director of the Company w.e.f. April 01, 2015.

Auditors

M/s. G.R. Modi & Co., Chartered Accountants, Statutory Auditors of the Company having registration number FRN No.112617W hold the office from the conclusion of 31st Annual General Meeting until the conclusion of the 34th Annual General Meeting and pursuant to Section 139 of the Companies Act, 2013; the Company hereby places the matter relating to such appointment for ratification by members at this annual general meeting. The Company has received a certificate from the statutory auditors to the effect that their re-appointment, if made, would be within the limits prescribed. The statutory auditors have also confirmed that they hold a valid certificate issued by the "Peer Review Board" of The Institute of Chartered Accountants of India.

There are no qualifications, reservations or adverse remarks or disclaimers made M/s. G.R. Modi & Co., Statutory Auditors, in their report.

Secretarial Audit

M/s. Monika Thanvi & Associates, Company Secretaries in Practice conducted Secretarial Audit for the financial year ended March 31, 2015. M/s. Monika Thanvi & Associates has submitted the Report confirming compliance with the applicable provisions. The Secretarial Audit Report for the financial year ended March 31, 2015 in the prescribed Form MR-3 in Annexure B which forms part of this report.

There are no qualifications, reservations or adverse remarks or disclaimers made M/s. Monika Thanvi & Associates, Company Secretary in Practice, in secretarial audit report.

Extract of Annual Return

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure C in the prescribed Form MGT-9, which forms part of this report.

Vigil mechanism/whistle Blower Policy

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

Management Discussion and Analysis Report:

In terms of the provisions of Clause 49 of the Listing Agreement, the Management's discussion and analysis is set out in this Annual Report.

Report on Corporate Governance

A separate report on Corporate Governance is attached to this report along with Statutory Auditor's certificate on its compliance.

Particulars of employees

Disclosure pursuant to Section 197(12) of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. Name of Director/KMP Remuneration of % increase in No. and Designation Director / remuneration KMP for in the Financial Financial Year 2014-15 Year 2014-15

V. I. Garg 1 (Managing Director, Nil Nil Executive)

Ashish Kankani 2 (Non-Executive, Nil Nil Independent Director)

Paresh Sampat 3 (Non-Executive, Nil Nil Independent Director)

Harish Luharuka 4 (Non-Executive , Nil Nil Independent Director)

Chanda Garg 5 (Non-Executive, Nil Nil Additional Director)

Sheena Karkera 6 (Chief Financial 3,25,000 Nil Officer)*

Rakeshkumar D. Nil Nil 7 Mishra (Company Secretary & Compliance Officer)**

Sr. Name of Director/KMP Ratio of Comparison of No. and Designation Remuneration the Remuneration to each of the KMP Director/ to against the median remune performance -ration of of the Company employees

1 V. I. Garg Nil

2 Ashish Kankani Nil

3 Paresh Sampat Nil

4 Harish Luharuka Nil

5 Chanda Garg Nil Profit before tax increased by 173% and profit after tax 6 Sheena Karkera 2.95 increased by 288% in Financial Year 2014-15 7 Rakeshkumar D. Mishra Nil

* Mr. Sheena Karkera as a Chief Financial Officer of the Company w.e.f. March 30, 2015

** Rakesh Mishra, Company Secretary of the Company has been appointed w.e.f. 01.04.2015.

ii) The median remuneration of employees of the Company during the financial year was 1.10 lakhs.

iii) In the financial year, there was an increase of 10.42% in the median remuneration of employees;

iv) There were 5 permanent employees on the rolls of Company as on March 31, 2015;

v) Relationship between average increase in remuneration and company performance:- The Profit before Tax for the financial year ended March 31, 2015 increased by 173% whereas the increase in median remuneration was 10.42%. The average increase in median remuneration was in line with the performance of the Company.

vi) Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company:

The total remuneration of Key Managerial Personnel increased by NIL from 2013-14 to 2014-15 whereas the Profit before Tax increased by 173% to 5.53 Lakhs in 2014-15 (Rs.2.02 Lakhs in 2013-14).

vii) a) Variations in the market capitalization of the Company : The market capitalization as on March 31, 2015 was Rs. 2,905 Lakhs (Rs. 1974 Lakhs as on March 31, 2014)

b) Price Earnings ratio of the Company was 519 as at March 31, 2015 and was 1410 as at March 31, 2014

c) The Company has not come out with an IPO, it was listed pursuant to the Scheme of Arrangement through the Hon'ble High Court for the State of Maharashtra Judicature at Bombay, its order dated 18/08/2003 under rule 19(2)(b) of the Securities Contract Regulation (Rules) 1957.

viii) Average percentage increase made in the salaries of employees other than the managerial personnel in the last Financial year i.e. 2014-15 was 10.42% and there was NIL managerial remuneration for the same financial year.

ix) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Human Resources, Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

x) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not Applicable; and

xi) It is hereby confirmed that the remuneration paid is as per the as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees. None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Appreciations And Acknowledgements

The Board of directors places on record its sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution at all levels, in most difficult and challenging environment during the year. Your Directors would like to record their sincere appreciation for the support and co-operation that your Company received from business associates and other strategic partners of the company.

Your Directors wish to place on record their sincere appreciation and thanks for the valuable co-operation and support received from the Registrar of Companies, Maharashtra, Regional Director, Western Region, Ministry of Company Affairs, Company's bankers, financial institutions, Regulatory Authorities, Stock Exchanges and shareholders at large and look forward to the same in greater measure in the coming years.

For and on behalf of the Board of Director

V. I. Garg Ashish Kankani Managing Director Director (DIN 00409946) (DIN 01971768)

Mar 31, 2014

Dear Members,

The Company''s Directors are pleased to present the Thirty First Annual Report of the company together with the Audited Accounts for the financial year ended 31st March, 2014. Since this Report pertains to financial year that commenced prior to 1 April 2014 the contents therein are governed by the relevant provisions / schedules / rules of the Companies Act, 1956, in compliance with General Circular No. 08/2014 dated 4 April 2014 issued by the Ministry of corporate Affairs.

FINANCIAL RESULTS

The financial results of the Company are elaborated in the annexed Management Discussion and Analysis Report.

The highlights of the Standalone Financial Results are as under:

(Amounts in Lacs)

Particulars FY2014 FY2013

Total revenue 17.48 22.26

Gross Profit (before Interest and depreciation) 6.99 13.68

Finance Charges 0.01 7.63

Depreciation 4.95 4.95

Profit before tax 2.02 1.10

Tax Expenses 0.55 (0.44)

Profit after tax 1.48 1.54

Profit for the year 1.48 1.54

Add: Balance brought forward from previous year 172.16 170.62

Profit available for appropriation 173.64 172.16

Paid Up Equity Share Capital 1400.00 1400.00

*: Previous year''s figures have been re-grouped/re-classified, wherever necessary to conform to this year''s classification.

FINANCIAL HIGHLIGHTS AND OPERATIONS

During the year under review, company on a standalone basis have made total Income of Rs.17.48 lacs as against Rs.22.26 in the previous year. The company has made profit before Interest, Depreciation and Tax of Rs.6.99 lacs against Rs. 13.68 lacs in the previous year in the standalone financial statement.

Your company has made a Net profit of Rs. 1.48 lacs against Rs.1.54 lacs in the previous year in Standalone financial statement.

APPROPRIATION

In view of the financial performance of the company, your Directors do not recommend any dividend for the year under review.

CHANGES IN SHARE CAPITAL

During the year, Company has not made any allotment of Equity or preference Shares.

CHANGES OF REGISTERED OFFICE

During the year, for the administrative conveyance the Company has shifted its Registered Office of the Company with effect from March 31, 2014 to 403, 4th floor, Kane Plaza, Mind Space, Off Link Road, Malad (West), Mumbai-400 064.

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report are attached as Annexure I.

CORPORATE GOVERNANCE

As required by the Clause 49 of the Listing Agreement(s) entered into with the Stock Exchange(s), a Compliance Report on Corporate Governance is attached as per Annexure II together with a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s). A Certificate of the CFO of the Company in terms of sub- clause(v) of Clause 49 of Listing Agreement, inter alia, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed. A certificate from the practicing Company Secretary confirming compliance with the conditions of the Clause 49 of the Listing Agreement(s) is also attached. The Company is in compliance with the requirements and disclosures that have to be made in this regard.

During the year, Secretarial Audit were carried out. The detailed reports on the same are attached of this Annual Report.

GENERAL SHAREHOLDER''S INFORMATION

Detailed information in this regard is provided in this section ''General Shareholder Information'' forming part of this Annual Report attached as Annexure III.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION

Since your Company and their associate does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research and development and technology absorption, as prescribed under the companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earnings and expenditure of the Company during the year under review were Rs. NIL.

ASSOCIATE

During the year, the Company''s associate Hazoor Township Developers Pvt. Ltd., (HTD) ceased to be the associate of the Company with effect from 17th January,2014, upon divestment of its share holding in the capital of the associate. The above mentioned cessation of the associate will have no bearing on the performance / operation of the Company as it has plans to invest the divestment funds into its existing infrastructure and real estate development activities.

GROUP

Pursuant to an intimation from the Promoters, the names of the Promoters and entities comprising "group" as defined under the Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969 are disclosed in the Annual Report for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

BOARD OF DIRECTORS

Details regarding Directors proposed to be appointed at the Annual General Meeting to be held on September 16, 2014, due to changes arising from the implementation of the Companies Act, 2013 are provided in the Explanatory statement of the Notice convening the Annual General Meeting.

In light of the provisions of the Companies Act, 2013, the information as required to be disclosed under clause 49 of the listing agreement in case of re-appointment of independent director is provided in the Notice of the forthcoming annual general meeting.

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of Independent Directors form part of the Notice of the Annual General Meeting. All independent directors will retire at the ensuing Annual General Meeting and being eligible offer themselves for re-election.

Pursuant to section 149(4) of the Companies Act, 2013, every listed company is required to appoint at least one third of its directors as independent directors. The Board already has two third of its directors in the category of independent directors in terms of the provisions of clause 49 of the listing agreement. The independent directors Mr. Ashish Kankani & Mr. Harish Luharuka are retiring from directorship by rotation at the ensuing Annual General Meeting in terms of the provision of erstwhile Companies Act of 1956, and will be re- appointed for a term of 5 years and they are not liable to retire by rotation. The Board therefore, appointed the existing independent directors under clause 49 as ''independent directors'' pursuant to Companies Act, 2013, subject to approval of shareholders.

As required under the said Act and the Rules made thereunder, the same is now put up for approval of members at the ensuing annual general meeting. Necessary details have been annexed to the Notice of the meeting in terms of section 102(1) of the Companies Act, 2013.

The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6).

With the appointment of independent directors, the conditions specified in the Act and the Rules made thereunder as also under new clause 49 of the listing agreement stand complied.

RESPONSIBILITY STATEMENT

The Directors confirm that:

* in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

* they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period.

* they have taken proper and sufficient care for 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

* they have prepared the annual accounts on a going concern basis.

* Proper systems are in place to ensure compliance of all laws applicable to the Company.

AUDITORS'' REPORT

The observations made by the Auditors in their Report are Self Explanatory and need no further elaboration u/s 217(3) of the Companies Act, 1956.

AUDITORS

The terms of office of M/s. G. R. Modi & Co, Chartered Accountants, (Firm No. 112617W) Statutory Auditor of the Company will expire with the conclusion of forthcoming Annual General Meeting of the Company.

The Company has received necessary consent letter and the certificates from the Auditor regarding their eligibility under section 139 and section 141 of the Companies Act, 2013 for their appointment. Accordingly, the approval of the Shareholders for the appointment of M/s. G. R. Modi & Co, Chartered Accountants as Statutory Auditors of the Company to hold office from the conclusion of this AGM until the 34th AGM, subject to ratification by shareholders at each AGM to be held hereafter and to fix their remuneration for the year 2014-15. A resolution proposing appointment of M/s. G. R. Modi & Co as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 forms part of the Notice.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

In line with the changes in law permitting companies to send electronic copies of Annual Report to the e-mail IDs of shareholders, we have arranged to send the soft copies of these documents to the e-mail IDs of shareholders, we have arranged to send the soft copies of these documents to the e-mail IDs of shareholders available with us or our depositories. In case any of the shareholders would be like to receive physical copies of these documents, the same shall be forwarded on written request to the Company.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public under section 58 A of the Companies Act, 1956 and companies (Acceptance of deposits) Rules, 1975.

EMPLOYEES

Since the Real Estate and infrastructure development activities was carried out by the associate of the company, the staff strength of the Company comprises of few selected highly qualified and experienced professionals who are in charge of the administration and financial management of the company. Employee relations continue to be cordial.

During the year under review, there was no employee employed throughout the financial year who was in receipt of remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with companies (Particulars of Employee) Rules, 1975.

APPRECIATIONS AND ACKNOWLEDGEMENTS

The Board of directors places on record its sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution at all levels, in most difficult and challenging environment during the year. Your Directors would like to record their sincere appreciation for the support and co-operation that your Company received from business associate and other strategic partners of the company.

Your Directors wish to place on record their sincere appreciation and thanks for the valuable co-operation and support received from the Registrar of Companies, Maharashtra, Regional Director, Western Region, Ministry of Company Affairs, Company''s bankers, financial institutions, Regulatory Authorities, Stock Exchanges and shareholders at large and look forward to the same in greater measure in the coming years.

On behalf of the Board

Place: Mumbai Ashish Kankani Date: 31st July, 2014 Non Executive Chairman

Mar 31, 2013

To The Members

The Directors have pleasure in presenting their Thirtieth Annual Report of the company together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The salient features of the Company''s standalone and consolidated financial results for the year under review are as follows:

(Amounts in Lacs)

STANDALONE CONSOLIDATED 31.03.13 31.03.12 31.03.13 31.03.12

Total Income 22.26 20.59 22.26 20.59

Profit / (Loss) (before Interest, depreciation 13.68 (0.55) 13.68 (0.55) and tax)

Less: Finance Charges 7.63 0.53 7.63 0.53

Less: Depreciation 4.95 5.49 4.95 5.49

Profit/(Loss) before tax 1.10 (6.57) 1.10 (6.57)

Less: Provision for tax

Current NIL NIL NIL NIL

Deferred (0.44) 0.37 (0.44) 0.37

Profit/(Loss) after tax 1.54 (6.93) 1.54 (6.93)

Add: ShareofProfit from Associates 0.24 NIL

Profit/(Loss) for the year 1.54 (6.93) 1.78 (6.93)

PaidUpEquity Share Capital 1400.00 1400.00 1400.00 1400.00

*: Previous year''s figures have been re-grouped/re-classified, wherever necessary to conform to this year''s classification.

FINANCIAL HIGHLIGHTS AND OPERATIONS

During the year under review, company on a standalone basis have made total Income of Rs.22.26 lacs as against Rs.20.59 in the previous year. The company has made profit before Interest, Depreciation and Tax of Rs.13.68 lacs against loss of Rs. 0.55 lacs in the previous year in the standalone financial statement.

Your company has made a Net profit of Rs. 1.54 lacs against loss of Rs.6.93 lacs in the previous year in Standalone financial statement and the company has made a Net profit of Rs. 1.78 lacs against loss of Rs.6.93 lacs in the previous year in Consolidated financial statement.

APPROPRIATION

Your Directors do not recommend any dividend for the year under review.

CHANGES IN SHARE CAPITAL

During the year, Company has not made any allotment of Equity or preference Shares.

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report are attached as Annexure I.

CORPORATE GOVERNANCE

As required by the Clause 49 of the Listing Agreement(s) entered into with the Stock Exchange(s), a Compliance Report on Corporate Governance is attached as per Annexure II. A certificate from the practicing Company Secretary confirming compliance with the conditions of the Clause 49 of the Listing Agreement(s) is also attached. The Company is in compliance with the requirements and disclosures that have to be made in this regard.

In terms of sub-clause (v) of Clause 49 of the Listing Agreement, a certificate from Non Executive Chairman, inter alia, confirming the correctness of the financial statements, adequacy of internal control measures and reporting of matters to the Audit and Compliance Committee in terms of the said Clause, is also enclosed as a part of the said Report.

GENERAL SHAREHOLDER''S INFORMATION

Detailed information in this regard is provided in this section ''General Shareholder Information'' forming part of this Annual Report attached as Annexure III.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Since your Company and their Associates does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research and development and technology absorption, as prescribed under the companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are not applicable.

Foreign Exchange Earnings and Outgo

The foreign exchange earnings and expenditure of the Company during the year under review were Rs. NIL.

ASSOCIATES

During the year, the Company''s associate Hazoor Township Developers Pvt. Ltd., (HTD) are engaged in infrastructure & Real Estate activities and they are developing a Residential Project under a Joint Venture (A.O.P) viz. "HAZOOR HOMES", implementing the Housing Project comprising of affordable apartments catering to middle income group, situated at Hingane off Sinhagad Road, Pune.

GROUP

Pursuant to an intimation from the Promoters, the names of the Promoters and entities comprising "group" as defined under the Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969 are disclosed in the Annual Report for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

DIRECTORS

Mr. Harish Luharuka, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment. Profiles of these Directors, as required by Clause 49 (IV)(G) of the Listing Agreements are furnished in the Corporate Governance Report forming part of this Annual Report.

RESPONSIBILITY STATEMENT:-

The Directors confirm that:

- in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

- they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

- they have taken proper and sufficient care for 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

- they have prepared the annual accounts on a going concern basis.

AUDITORS'' REPORT

The observations made by the Auditors in their Report are Self Explanatory and need no further elaboration u/s 217(3) of the Companies Act, 1956.

AUDITORS

M/s Ajmera Ajmera & Associates, Chartered Accountants were appointed as Statutory Auditors of the Company for the year ended March, 2013. They expressed their unwillingness to continue as Statutory Auditors.

In view of the above, the board of directors at its meeting held on 14th January, 2013, proposed the appointment of M/s G. R. Modi & Co., Chartered Accountants as the statutory auditor of the company in the place of the retiring statutory auditor M/s Ajmera Ajmera & Associates, Chartered Accountants and their appointment had been ratified by the members of the company at the EGM held on 05.02.2013.

M/s G. R. Modi & Co., Statutory Auditors of the Company retire and offers themselves for re-appointment as the Statutory Auditors of the Company, pursuant to Section 224 of the Companies Act, 1956.

CONSOLIDATED ACCOUNTS

In accordance with Accounting Standard AS-23 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its Associates along with Auditors Report thereon is annexed to this report.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public under section 58A of the Companies Act, 1956 and companies (Acceptance of deposits) Rules, 1975.

EMPLOYEES

Since the Real Estate and infrastructure development activities are carried out by the Associates of the company. The staff strength of the Company comprises of few selected highly qualified and experienced professionals who are in charge of the administration and financial management of the company. Employee relations continue to be cordial.

During the year under review ,there was no employee employed throughout the financial year who was in receipt of remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with companies (Particulars of Employee) Rules, 1975.

APPRECIATIONS AND ACKNOWLEDGEMENTS

The Board of directors places on record its sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution at all levels, in most difficult and challenging environment during the year. Your Directors would like to record their sincere appreciation for the support and co-operation that your Company received from business associates and other strategic partners of the company.

Your Directors wish to place on record their sincere appreciation and thanks for the valuable co-operation and support received from the Registrar of Companies, Maharashtra, Regional Director, Western Region, Ministry of Company Affairs, Company''s bankers, financial institutions, Regulatory Authorities, Stock Exchanges and shareholders at large and look forward to the same in greater measure in the coming years.

For & on behalf of the Board

Place: Mumbai Ashish Kankani

Date: 06th July, 2013 Director

Mar 31, 2012

The Directors have pleasure in presenting their Twenty Ninth Annual Report of the company together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

The salient features of the Company's standalone and consolidated financial results for the year under review are as follows:

(Amounts in Lacs)

STANDALONE CONSOLIDATED

31.03.12 31.03.11 31.03.12 31.03.11

Total Income 20.59 190.00 20.59 1.62

Profit / (Loss) (before Interest, depreciation (0.55) 153.93 (0.55) (34.45) and tax)

Less: Finance Charges 0.53 NIL 0.53 NIL

Less: Depreciation 5.49 3.65 5.49 3.65

Profit/(Loss) before Tax (6.57) 150.28 (6.57) (38.10)

Less: Provision for Tax

Current NIL 1.75 NIL 1.75

Deferred 0.37 (29.02) 0.37 (29.02)

Profit / (Loss) after Tax (6.93) 177.55 (6.93) (10.83)

Add: Share of Profit from Associates - - NIL NIL

Profit / (Loss) for the year (6.93) 177.55 (6.93) (10.83)

Paid Up Equity Share Capital 1400.00 1400.00 1400.00 1400.00

*: Previous year's figures have been re-grouped/re-classified, wherever necessary to conform to this year's classification.

FINANCIAL HIGHLIGHTS AND OPERATIONS

During the year under review, company on a standalone basis have made total Income of Rs.20.59 lacs as against Rs.190.00 lacs in the previous year. The company has made Loss before Interest,Depreciation and Tax of Rs. 0.55 lacs against profit of Rs. 153.93 lacs in the previous year in the standalone financial statement.

Your company has made a Net loss of Rs. 6.93 against Rs.10.83 lacs in the previous year in Consolidated financial statement.

APPROPRIATION

Your Directors do not recommend any dividend for the year under review.

CHANGES IN SHARE CAPITAL

During the year, Company has not made any allotment of Equity or preference Shares. MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report are attached as Annexure I.

CORPORATE GOVERNANCE

As required by the Clause 49 of the Listing Agreement(s) entered into with the Stock Exchange(s), a Compliance Report on Corporate Governance is attached as per Annexure

II. A certificate from the practicing Company Secretary confirming compliance with the conditions of the Clause 49 of the Listing Agreement(s) is also attached. The Company is in compliance with the requirements and disclosures that have to be made in this regard.

In terms of sub-clause (v) of Clause 49 of the Listing Agreement, a certificate from Managing Director, inter alia, confirming the correctness of the financial statements, adequacy of internal control measures and reporting of matters to the Audit and Compliance Committee in terms of the said Clause, is also enclosed as a part of the said Report.

GENERAL SHAREHOLDER'S INFORMATION

Detailed information in this regard is provided in this section 'General Shareholder Information' forming part of this Annual Report attached as Annexure III.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Since your Company and their Associates does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research and development and technology absorption, as prescribed under the companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are not applicable.

Foreign Exchange Earnings and Outgo

The foreign exchange earnings and expenditure of the Company during the year under review were Rs. NIL.

ASSOCIATES

During the year, the Company's associate Hazoor Township Developers Pvt. Ltd., (HTD) are engaged in infrastructure & Real Estate activities and they are developing a Residential Project under a Joint Venture (A.O.P) viz. "HAZOOR HOMES", implementing the Housing Project comprising of affordable apartments catering to middle income group, situated at Hingane off Sinhagad Road, Pune.

GROUP

Pursuant to an intimation from the Promoters, the names of the Promoters and entities comprising "group" as defined under the erstwhile Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969 are disclosed in the Annual Report for the purpose of the erstwhile SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

DIRECTORS

Mr. Ravindra Shenoy, director resigned w.e.f.12.06.2012. The Board places on record its appreciation for their service accorded to your company.

Mr. V. I. Garg and Mr. Ashish Kankani, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Profiles of these Directors, as required by Clause 49 (IV)(G) of the Listing Agreements are furnished in the Corporate Governance Report forming part of this Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT AS REQUIRED U/S 217 (2AA) OF THE COMPANIES ACT, 1956

As required by sub-section (2AA) of section 217 of the Companies (Amendment) Act 2000, the directors confirm that:

a) in the preparation of annual accounts, the applicable accounting standards has been followed.

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that year.

c) they have taken proper and sufficient care for 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.

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

AUDITORS' REPORT

The observations made by the Auditors in their Report are Self Explanatory and need no further elaboration u/s 217(3) of the Companies Act, 1956.

AUDITORS

M/s. Ajmera Ajmera & Associates, Chartered Accountants, the Auditors of the Company retire as statutory auditors at the conclusion of this Annual General Meeting and are seeking their re-appointment. A certificate from them has been received to the effect that their re- appointment as statutory auditors, if made, would be within the limits prescribed u/s 224(1B) of the Companies Act, 1956 and they do not suffer any disqualifications as laid down in section 226 of the act. M/s. Ajmera Ajmera & Associates, Chartered Accountants, have also confirmed that they have been subjected to the peer review process of ICAI, & they hold a valid certificate issued by the peer review Board of the ICAI.

CONSOLIDATED ACCOUNTS

In accordance with Accounting Standard AS-23 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its Associates along with Auditors Report thereon is annexed to this report.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public under section 58A of the Companies Act, 1956 and companies (Acceptance of deposits) Rules, 1975.

EMPLOYEES

Since the Real Estate and software development activities are carried out by the Associates of the company. The staff strength of the Company comprises of few selected highly qualified and experienced professionals who are in charge of the administration and financial management of the company. Employee relations continue to be cordial.

During the year under review ,there was no employee employed throughout the financial year who was in receipt of remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with companies (Particulars of Employee) Rules, 1975.

ACKNOWLEDGEMENTS

The Board of directors places on record its sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution at all levels, in most difficult and challenging environment during the year. Your Directors would like to record their sincere appreciation for the support and co-operation that your Company received from business associates and other strategic partners of the company.

Your Directors wish to place on record their sincere appreciation and thanks for the valuable co-operation and support received from the Registrar of Companies, Maharashtra, Regional Director, Western Region, Ministry of Company Affairs, Company's bankers, financial institutions, and shareholders at large and look forward to the same in greater measure in the coming years.

For & on behalf of the Board

Place: Mumbai Ashish Kankani

Date: 31st July, 2012 Director

Mar 31, 2011

The Members

The Directors have pleasure in presenting their Twenty Eight Annual Report of the company together with the Audited Accounts for the period ended 31st March, 2011.

FINANCIAL RESULTS

The salient features of the Company's standalone and consolidated financial results for the period under review are as follows:

(Amounts in Lacs) STANDALONE CONSOLIDATED 31.03.11 31.07.10 31.03.11 31.07.10

Total Income 190.00 24.51 1.62 24.51

Profit / (Loss) (before Interest, depreciation 153.93 (227.04) (34.45) (227.04) and tax)

Less: Finance Charges NIL 19.10 NIL 19.10

Less: Depreciation 3.65 12.85 3.65 12.85

Profit/(Loss) before tax 150.28 (258.99) (38.10) (258.99)

Less: Provision for tax

Current 1.75 NIL 1.75 NIL

Deferred (29.02) (8.18) (29.02) (8.18)

Profit / (Loss) after tax 177.55 (250.81) (10.83) (250.81)

Add: Share of Profit from Associates NIL 64.03

Profit / (Loss) for the period 177.55 (250.81) (10.83) (186.78)

Paid Up Equity Share Capital 1400.00 1400.00 1400.00 1400.00

FINANCIAL HIGHLIGHTS AND OPERATIONS

During the period under review, company on a standalone basis have made total Income of Rs.190.00 lacs as against Rs.24.51 lacs in the previous year. The company has made profit before Interest, Depreciation and Tax of Rs. 153.93 lacs against loss of Rs. 227.04 lacs in the previous year in the standalone financial statement. Other operative income of Rs. 188.38 lacs in standalone financial statements represents surplus on cost of Investments in Associates as per AS-13 and it was recognized as 'Share of Profit from Associates' in Consolidated Financial Statements in the earlier years on basis of Equity Method as per AS Ã 23

Your company has made a Net loss of Rs. 10.83 lacs against net loss of Rs. 250.81 lacs in the previous year in Consolidated financial statement.

APPROPRIATION

Your Directors do not recommend any dividend for the period under review.

CHANGES IN SHARE CAPITAL

During the period, Company has not made any allotment of Equity or preference Shares.

CHANGE IN FINANCIAL PERIOD

Board of Directors at their meeting held on 29th April, 2011 approved to change the financial period of the company from 31st July to 31st March and accordingly the current financial period will be from 1st August, 2010 to 31st March, 2011. (8 months)

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report are attached as Annexure I.

CORPORATE GOVERNANCE

As required by the Clause 49 of the Listing Agreement(s) entered into with the Stock Exchange(s), a Compliance Report on Corporate Governance is attached as per Annexure II. A certificate from the practicing Company Secretary confirming compliance with the conditions of the Clause 49 of the Listing Agreement(s) is also attached. The Company is in compliance with the requirements and disclosures that have to be made in this regard.

In terms of sub-clause (v) of Clause 49 of the Listing Agreement, a certificate from Managing Director, inter alia, confirming the correctness of the financial statements, adequacy of internal control measures and reporting of matters to the Audit and Compliance Committee in terms of the said Clause, is also enclosed as a part of the said Report.

GENERAL SHAREHOLDER'S INFORMATION

Detailed information in this regard is provided in this section 'General Shareholder Information' forming part of this Annual Report attached as Annexure III.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Since your Company and their Associates does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conversation of energy, research and development and technology absorption, as prescribed under the companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are not applicable.

Foreign Exchange Earnings and Outgo

The foreign exchange earnings and expenditure of the Company during the period under review were Rs. 20.04 Lacs.

ASSOCIATES

During the period, Samay Techno Corp & Universal Technologies, who were engaged in software development activities, ceased to be associates of the company w.e.f. 31.12.2010.

The Company's associate Hazoor Township Developers Pvt. Ltd., (HTD) are engaged in infrastructure & Real Estate activities and they are developing a Residential Project under a Joint Venture (A.O.P) viz. "HAZOOR HOMES", implementing the Housing Project comprising of affordable apartments catering to middle income group, situated at Hingane off Sinhagad Road, Pune.

GROUP

Pursuant to an intimation from the Promoters, the names of the Promoters and entities comprising "group" as defined under the Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969 are disclosed in the Annual Report for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

DIRECTORS

Mr. Rahul Shidhaye, director resigned w.e.f. 23.05.2011. The Board places on record its appreciation for their service recorded to your company.

Mr. Ravindra Shenoy & Mr. Harish Luharuka, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Profiles of these Directors, as required by Clause 49 (IV)(G) of the Listing Agreements are furnished in the Corporate Governance Report forming part of this Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT AS REQUIRED U/S 217 (2AA) OF THE COMPANIES ACT, 1956

As required by sub-section (2AA) of section 217 of the Companies (Amendment) Act 2000, the directors confirm that:

a) in the preparation of annual accounts, the applicable accounting standards has been followed.

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company at the end of the financial period and of the profit and loss of the company for that period.

c) they have taken proper and sufficient care for 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.

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

AUDITORS' REPORT

The observations made by the Auditors in their Report are Self Explanatory and need no further elaboration u/s 217(3) of the Companies Act, 1956.

AUDITORS

M/s. Ajmera Ajmera & Associates, Chartered Accountants, the Auditors of the Company retire as statutory auditors at the conclusion of this Annual General Meeting and are seeking their re-appointment. A certificate from them has been received to the effect that their re- appointment as statutory auditors, if made, would be within the limits prescribed u/s 224(1B) of the Companies Act, 1956 and they do not suffer any disqualifications as laid down in section 226 of the act. M/s. Ajmera Ajmera & Associates, Chartered Accountants, have also confirmed that they have been subjected to the peer review process of ICAI, & they hold a valid certificate issued by the peer review Board of the ICAI.

CONSOLIDATED ACCOUNTS

In accordance with Accounting Standard AS-23 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its Associates along with Auditors Report thereon is annexed to this report.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public under section 58A of the Companies Act, 1956 and companies (Acceptance of deposits) Rules, 1975.

EMPLOYEES

Since the Real Estate and software development activities are carried out by the Associates of the company. The staff strength of the Company comprises of few selected highly qualified and experienced professionals who are in charge of the administration and financial management of the company. Employee relations continue to be cordial.

During the period under review ,there was no employee employed throughout the financial period who was in receipt of remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with companies (Particulars of Employee) Rules, 1975.

ACKNOWLEDGEMENTS

The Board of directors places on record its sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution at all levels, in most difficult and challenging environment during the period. Your Directors would like to record their sincere appreciation for the support and co-operation that your Company received from business associates and other strategic partners of the company.

Your Directors wish to place on record their sincere appreciation and thanks for the valuable co-operation and support received from the Registrar of Companies, Maharashtra, Regional Director, Western Region, Ministry of Company Affairs, Company's bankers, financial institutions, and shareholders at large and look forward to the same in greater measure in the coming years.

For & on behalf of the Board

Vikas Shukla Managing Director

Place : Mumbai Date : 1st August, 2011

Jul 31, 2010

The Directors have pleasure in presenting their Twenty Seventh Annual Report of the company together with the Audited Accounts for the year ended 31st July 2010.

FINANCIAL RESULTS

The salient features of the Companys standalone and consolidated financial results for the year under review are as follows:

(Rs. in Lacs)

STANDALONE CONSOLIDATED 31.07.2010 31.07.2009 31.07.2010 31.07.2009

Total Income 24.51 54.26 24.51 54.26

Profit / (Loss) (before Interest, (227.04) (480.97) (227.04) (480.97) depreciation and tax)

Less: Finance Charges 19.10 16.19 19.10 16.19

Less: Depreciation 12.85 8.77 12.85 8.77

Profit/(Loss) before tax (258.99) (505.93) (258.99) (505.93)

Less: Provision for tax (8.18) NIL (8.18) NIL

Profit / (Loss) after tax (250.81) (505.93) (250.81) (505.93)

Add: Share of Profit from Associates - - 64.03 63.19

Profit / (Loss) for the year (250.81) (505.93) (186.78) (442.74)

Paid Up Equity Share Capital 1400.00 1400.00 1400.00 1400.00

BUSINESS PERFORMANCE

During the year under review, company on a standalone basis have made total Income of Rs. 24.51 lacs as against Rs. 54.26 lacs in the previous year.

The company has incurred loss before Interest, Depreciation and Tax of Rs. 227.04 lacs against Rs. 480.97 lacs in the previous year in the standalone financial statement. Your company has made a Net loss of Rs. 250.81 lacs against net loss of Rs. 505.93 lacs.

On a consolidated basis, your company has made an additional Profit of Rs. 64.03 lacs as Share of Profits from Associates against Rs. 63.19 lacs in the previous year. Your company has made a Net loss for the year of Rs. 186.78 lacs against Rs. 442.74 lacs.

APPROPRIATION

During the year loss of Rs. 121.66 lacs for the fiscal 2010 has been debited to General Reserve. In order to conserve resources for future growth, your Directors do not recommend any dividend for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report are attached as Annexure I.

CORPORATE GOVERNANCE

As required by the Clause 49 of the Listing Agreement(s) entered into with the Stock Exchange(s), a Compliance Report on Corporate Governance is attached as per Annexure II. A certificate from the Statutory Auditors of the Company, M/s. Ajmera Ajmera & Associates confirming compliance with the conditions of the Clause 49 of the Listing Agreement(s) is also attached. The Company is in compliance with the requirements and disclosures that have to be made in this regard. In terms of sub-clause (v) of Clause 49 of the Listing Agreement, a certificate from Managing Director, inter alia, confirming the correctness of the financial statements, adequacy of internal control measures and reporting of matters to the Audit and Compliance Committee in terms of the said Clause, is also enclosed as a part of the said Report.

GENERAL SHAREHOLDERS INFORMATION

Detailed information in this regard is provided in this section General Shareholder Information forming part of this Annual Report attached as Annexure III.

SECRETARIAL COMPLIANCE REPORT

As a reflection of your Companys commitment to transparency, the Board is pleased to enclose the Secretarial Compliance Report for the financial year 2009-10 as a part of this Directors Report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Since the software development activities are exclusively carried out by the Associates of the company, the requirement pertaining to disclosure of particulars relating to conversation of energy, research and development and technology absorption, as prescribed under the companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are not applicable. There were no Foreign Exchange Earnings and outgo during the year.

ASSOCIATES

During the year, Companys software development activities are carried out by its associates namely Samay Techno. Corp. and Universal Technologies. The revenue of Rs. 64.03 lacs against previous year Rs. 63.19 lacs accrued to the company from its associates by way of its share of profit which has been shown in the Consolidated Financial Statement as per principles and procedures for consolidation as laid out in the Accounting Standard - 23 (AS-23) issued by the Institute of Chartered Accountants of India (ICAI)/ Company (Accounting Standards) Rules, 2006. Samay Techno Corp & Universal Technologies ceased to be an associate w.e.f. 31.12.2010.

During the year, the Company has acquired 45.83% stake in the capital of Hazoor Township Developers Pvt. Ltd., which is a subsidiary of Hazoor Multi Projects Ltd., a Real Estate major.

This Strategic investment will create an opportunity for the Company to capitalize and foray into Infrastructure & Real Estate Development through its Associate, Hazoor Township Developers Pvt. Ltd.

The Companys Associate Hazoor Township Developers (HTD) has informed the Company that they are developing a Residential Project and have formed a Joint Venture (A.O.P) viz. "HAZOOR HOMES" for carrying out the Housing Project in the mid of City, near Sinhagad Road, Pune. The Housing Project will comprise of affordable apartments and convenient shopping catering to middle income group. The construction work is scheduled to be commenced in the forth coming financial year.

This will be a maiden project in the Infrastructure and Real Estate Development sector undertaken by the Company through its Associate, pursuant to strategic investment tie up with the Associate, as informed earlier by the Company.

GROUP

Pursuant to an intimation from the Promoters, the names of the Promoters and entities comprising "group" as defined under the Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969 are disclosed in the Annual Report for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

DIRECTORS

Mr. V.I.Garg & Mr. Ashish Kankani, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Profiles of these Directors, as required by Clause 49 of the Listing Agreements are given in the Section on Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED U/S 217 (2AA) OF THE COMPANIES ACT, 1956

As required by sub-section (2AA) of section 217 of the Companies (Amendment) Act 2000, the directors confirm that:

a) in the preparation of annual accounts, the applicable accounting standards has been followed.

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

c) they have taken proper and sufficient care for 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.

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

AUDITORS REPORT

The observations made by the Auditors in their Report are Self Explanatory and need no further elaboration u/s 217(3) of the Companies Act, 1956.

AUDITORS

M/s. Ajmera Ajmera & Associates, Chartered Accountants, the Auditors of the Company retire as statutory auditors at the conclusion of this Annual General Meeting and are seeking their re-appointment. A certificate from them has been received to the effect that their re-appointment as statutory auditors, if made, would be within the limits prescribed u/s 224(1B) of the Companies Act, 1956 and they do not suffer any disqualifications as laid down in section 226 of the act. M/s. Ajmera Ajmera & Associates, Chartered Accountants, have also confirmed that they have been subjected to the peer review process of ICAI, & they hold a valid certificate issued by the peer review Board of the ICAI.

CONSOLIDATED ACCOUNTS

In accordance with Accounting Standard AS-23 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its Associates along with Auditors Report thereon is annexed to this report.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public under section 58A of the Companies Act, 1956 and companies (Acceptance of deposits) Rules, 1975.

EMPLOYEES

Since the software development activities are carried out by the Associates of the company. The staff strength of the Company comprises of few selected highly qualified and experienced professionals who are in charge of the administration and financial management of the company. Employee relations continue to be cordial.

During the year under review ,there was no employee employed throughout the financial year who was in receipt of remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with companies (Particulars of Employee) Rules, 1975.

ACKNOWLEDGEMENTS

The Board of directors places on record its sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution at all levels, in most difficult and challenging environment during the year. Your Directors would like to record their sincere appreciation for the support and co-operation that your Company received from business associates and other strategic partners of the company.

Your Directors wish to place on record their sincere appreciation and thanks for the valuable co-operation and support received from the Registrar of Companies, Maharashtra, Regional Director, Western Region, Ministry of Company Affairs, Companys bankers, financial institutions, and shareholders at large and look forward to the same in greater measure in the coming years.

For & on behalf of the Board

Vikas Shukla Managing Director

Place: Mumbai Date : 3rd January, 2011

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