Directors Report of Softrak Venture Investment Ltd.

Mar 31, 2025

Your directors have pleasure in presenting their 32^nd Annual Report on the business and operations of the Company together with its Audited Accounts for the year ended March 31, 2025. The Management Discussion and Analysis is also included in this Report.

1. FINANCIAL RESULTS AND OPERATIONAL REVIEW:

The highlights of the financial results of the Company for the financial year ended March 31, 2025 are as under:

(In lacs)
Particulars	Year Ended
Particulars	31.03.2025	31.03.2024
Gross Sales/Income	312.87	309.47
Depreciation	0.03	0.00
Profit/(Loss) before Tax	58.26	288.65
Taxes/ Deferred Taxes	22.44	72.65
Profit/(Loss) After Taxes	35.81	216.00
P& L Balance b/f	26.20	(189.79)
Profit/(Loss) carried to Balance Sheet	62.01	26.20

2. BRIEF DESCRIPTION OF THE COMPANYâS WORKING DURING THE YEAR/STATE OF COMPANYâS AFFAIR:

During the year under review the total income was Rs.312.87 Lacs as compared to Rs.309.47 Lacs of the previous Year 2023-24. After making all necessary provisions for current year and after taking into account the current year net profit and total provisions for taxation, the surplus carried to Balance Sheet is Rs.35.81 Lacs. The Promoters, Board of Directors and entire management team are putting their stern effort to achieve targeted turnover in the segment of Investment projects.

3. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of the business of the Company during the year under review.

4. CHANGE OF NAME:

The Company has not changed its name during the year under review.

5. FINANCE:

Long Term Debt of the Company is NIL as on 31^st March, 2025.

6. SHARE CAPITAL:

The paid-up Equity Share Capital as on March 31, 2025 was Rs.45,07,79,000/-.

During the year the Company has done sub-division (split) the nominal/face value of each Equity Share having a present value of Rs.10/- (Rupees Ten Only) each into 10 (Ten) Equity Shares of face value of Rs.1/- (Rupees One Only) each with the approval shareholders via postal ballot meeting dated February 27, 2025 and approval for the same granted by BSE limited w.e.f. March 12, 2025 via notice no. 20250312-47. Thereby the capital structure of the Company is now as follows:


Type of Capital	No. of Equity Shares	Face Value (Rs.)	Total Share Capital (Rs.)
Authorised Share Capital	45,10,00,000	1	45,10,00,000
Issued and Subscribed Capital	45,07,79,000	1	45,07,79,000
Paid-up Capital	45,07,79,000	1	45,07,79,000

A) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

B) Issue of sweat equity shares:

During the year under review, the Company has not issued any sweat equity shares.

Issue of employee stock options:

During the year under review, the Company has not issued any employee stock options.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

7. DIVIDEND:

The Board of Director of the company has recommended final dividend of 0.5% Rs.0.005 per equity share of Rs.01 each face value for the financial year 2024-25, subject to the approval of shareholders in the ensuing 32^ndAnnual General Meeting.

8. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company has no Subsidiary/Joint Ventures/Associate Companies during the year under review. Hence, details for the same are not required to mention.

9. DIRECTORS AND KMP:

a) Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company.
Mr. Raghvendra Kulkarni	Managing Director
Ms. Arpita Mittal	Company Secretary & Compliance Officer
Mr. Vipul Jana	CFO
b) Directors:
The following are the Directors of the Company.
Ms Bhoomiben Patel*	Non-Executive - Independent Director
Mr. Sunny darji	Non-Executive - Independent Director
Mr. Sarjeevan Singh	Non-Executive - Independent Director
Mr. Ashvin Shantilal Trivedi**	Non-Executive - Independent Director
Resigned w.e.f. 11th November, 2024 *Appointed on 07th February, 2025

c) Changes in Directors and Key Managerial Personnel:

During the year, the Company has accepted resignation of Ms. Bhoomiben Patel from the Directorship of the Company w.e.f. 11^th November, 2024. Further the Company has appointed Mr. Ashvin Shantilal Trivedi as Additional Non-Executive Independent Director of the Company w.e.f. 07^th February, 2025. No other changes has been occurred in the composition of the Directors and Key managerial Personnel of the Company.

d) Declaration by an Independent Director(s) and reappointment, if any:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and the Code of conduct formulated by the Company as hosted on the Companyâs Website i.e., www.softrakventure.in.

10. ANNUAL RETURN:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the draft Annual Return of the Company for the Financial Year ended on 31^st March 2025 in Form MGT-7 is uploaded on website of the Company and can be accessed at www.softrakventure.in.

11. NUMBER OF MEETINGS OF THE BOARD:

During the year the Board of Directors met Seven times (07). The details of the board meetings are provided in Corporate Governance Report.

27/05/2024	31/07/2024	05/09/2024	13/11/2024	10/01/2025
07/02/2025	29/03/2025

12. DIRECTORâS RESPONSIBILITY STATEMENT:

The Directorsâ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state thatâ

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

d) The directors had prepared the annual accounts on a going concern basis; and

e) 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.

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

13. DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud in the Company during the Financial Y ear ended 31^st March, 2025. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the financial year ended 31^st March, 2025.

14. BOARDâS COMMENT ON THE AUDITORSâ REPORT:

There were no qualifications, reservations or adverse remarks made by Auditors in their respective reports. Observation made by the Statutory Auditors in their Report are self-explanatory and therefore, do not call for any further comments under section 134(3)(f) of the Companies Act, 2013.

15. AUDITORS:

A. Statutory Auditors:

The Companyâs Auditors, M/s. A. L. Thakkar & Co, (ICAI Firm Regn. No. 120116W) (ICAI Membership No. 042264), Chartered Accountants, Ahmedabad who was appointed in the Annual General Meeting in the year 2024 for a block of 5 years until the conclusion of the Annual General Meeting to be held in 2029.

B. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Rupal Patel, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as âAnnexure -Aâ.

16. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

Risk management is embedded in your companyâs operating framework. Your company believes that managing risk helps in maximizing returns. The companyâs approach to addressing business risk is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. Some of the risks that the company is exposed to are:

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of raw material as well as finished goods. The company proactively manages these risks through forward booking, Inventory management and proactive vendor development practices. The Companyâs reputation for quality, product differentiation and service, coupled with existence of powerful brand image with robust marketing network mitigation the impact the impact of price risk on finished goods.

Regulatory Risks

The company is exposed to risks attached to various statues and regulations including the company Act. The company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.

Human Resources Risks

Retaining the existing talent pool and attracting new talent are major risks. The company has initialed various measures including rolling out strategic talent management system, training and integration of learning and development activities.

Strategic Risks

Emerging businesses, capital expenditure for capacity expansion, etc., are normal strategic risk faced by the company. However, the company has well-defined processes and procedures for obtaining approvals for investments in new business and capacity expansion etc.

17. TRANSFER TO RESERVES:

Out of the profits available for appropriation, no amount has been transferred to the General Reserve and the balance amount of Rs.35.81/- lacs has been carried forward to profit & loss account.

18. DEPOSITS:

Your Company has not accepted / renewed any deposits from the public/shareholders during the year under review.

19. 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.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The company has not entered into any contracts or arrangements with related parties during the year under review.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

22. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending (except the previous years which was already disclosed) under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE:

The company has not obtained any order passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.

24. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

25. CORPORATE SOCIAL RESPONSIBILITY:

In terms of the provisions of Section 135 of the Act and Rule 9 of the Companies (Accounts) Rules, 2014, the Company has not required to formulate and implement any Corporate Social Responsibility Initiatives as the said provisions are not applicable to the Company during the year under review.

26. BUSINESS RISK MANAGEMENT:

The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect either / or, value to shareholders, ability of company to achieve objectives, ability to implement business strategies, the manner in which the company operates and reputation as âRisksâ. Further such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of risks.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year under review, the company retained external audit firm to review its existing internal control system with a view of tighten the same and introduce system of self-certification by all the process owners to ensure that internal controls over all the key business processes are operative. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

28. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate of internal financial controls with reference to the Financial Statements during the year under review.

29. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

30.EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Companyâs vision and strategy to deliver good performance.

31. NOMINATION & REMUNERATION POLICY OF THE COMPANY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and is also available on the Companyâs website at www.softrakventure.in.

32. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Company has been proactive in the following principles and practices of good corporate governance. A report in line with the requirements of Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the report on Management Discussion and Analysis and the Corporate Governance practices followed by the Company and the Auditors Certificate on Compliance of mandatory requirements are given as an âAnnexure âB & Câ respectively to this report.

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with.

As per 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis and the Auditorâs Certificate regarding compliance of conditions of Corporate Governance are attached separately and form part of the Annual Report.

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

The Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, pursuant to Section 134 of the Companies act 2013 read with the Companies (Account) Rules, 2014 are NIL.

34. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

35. PARTICULARS OF EMPLOYEES:

The table containing the names and other particulars of employees in accordance with 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, is provided as âAnnexure- Dâ to the Boardâs report.

None of the employees of the Company drew remuneration of Rs.1,02,00,000/- or more per annum and Rs.8,50,000/- or more per month during the year. No employee was in receipt of remuneration during the year or part thereof which, in the aggregate, at a rate which is in excess of the remuneration drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. Hence, no information is required to be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

36. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2024-25, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of March 31, 2025.

37. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

38. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

39. SECRETARIAL STANDARDS:

The Directors State that applicable Secretarial Standards - 1,2,3 and 4 issued by the Institute of Company secretaries of India relating to âMeetings of the Board of Directorsâ and General Meetingsâ, âPayment of Dividendâ and âReport of the Board of Directorsâ respectively, have been duly followed by the Company.

40. ACKNOWLEDGEMENT:

Your directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

Mar 31, 2024

Your Directors have pleasure in presenting their 31^st Annual Report on the business and operations of the Company together with its Audited Accounts for the financial year ended on March 31, 2024. The Management Discussion and Analysis is also included in this Report.

1. FTNANCTAL RESULTS AND OPERATIONAL REVTEW:

The highlights of the financial results of the Company for the financial year ended March 31, 2024 are as under:

Particulars	Year E	nded
Particulars	31.03.2024	31.03.2023
Gross Sales/Income	309.47	65.03
Depreciation	-	-
Profit/(Loss) before Tax	288.65	2.48
Taxes/ Deferred Taxes	72.65	0.73
Profit/(Loss) After Taxes	216	1.74
P& L Balance b/f	(189.79)	(191.49)
Profit/(Loss) carried to Balance Sheet	26.20	(189.79)

2. BRTEF DESCRIPTION OF THE COMPANYâS WORKING DURING THE YEAR / STATE OF COMPANY âS AFFATR:

During the year under review the total income was Rs. 309.47 Lacs as compared to Rs. 65.03 Lacs of the previous year. After making all necessary provisions for current year and after taking into account the current year net profit and total provisions for taxation, the surplus carried to Balance Sheet is Rs. 216 Lacs. The Promoters, Board of Directors and entire management team are putting their stern effort to achieve targeted turnover in the segment of Investment projects.

3. CHANGE TN THE NATURE OF BUSTNESS:

The Company is engaged in the Business of software and computer technology. The Company is also expanding its commercial activities by actively participating in to various Government Tenders. There was no change in the nature of the business of the Company during the year under review.

4. CHANGE OF NAME:

The Company has not changed its name during the year under review.

5. SHARE CAPTTAL:

The paid-up Equity Share Capital as on March 31, 2024 was Rs. 4,50,77,900/-.

A) Tssue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

B) Issue of sweat equity shares:

During the year under review, the Company has not issued any sweat equity shares.

C) Issue of employee stock options:

During the year under review, the Company has not issued any employee stock options.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:

6. DIVIDEND:

The Board of Director of the Company has recommended final dividend of 0.5% on face value of Rs. 10/- each i.e. Rs.0.05 paise per equity share for the financial year 2023-24, subject to the approval of shareholders in the ensuing 31^st Annual General Meeting.

7. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company has no Subsidiary/Joint Ventures/Associate Companies during the year under review. Hence, details for the same are not required to mention.

8. DIRECTORS AND KMP:

Mr. Raghvendra Kulkarni (DIN: 06970323), Managing Director of the Company will retire by rotation at the ensuing 31^st Annual General Meeting and being eligible offers himself for reappointment.

a) Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company.

Mr. Raghvendra Kulkarni	Managing Director
Ms. Arpita Mittal	Company Secretary & Compliance Officer
Mr. Vipul Jana	CFO

b) Directors:

The following are the Directors of the Company.

Ms Bhoomiben Patel	Non-Executive - Independent Director
Mr. Sunny Darji	Non-Executive - Independent Director
Mr. Sarjeevan Singh	Non-Executive - Independent Director

c) Changes in Directors and Key Managerial Personnel:

During the year, no changes took place in the composition of the Directors and Key managerial Personnel of the Company.

d) Declaration by an Independent Director(s) and reappointment. if any:

The Independent Directors have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and the Code of conduct formulated by the

9. ANNUAL RETURN:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the draft Annual Return of the Company for the Financial Year ended on 31^st March 2024 in Form MGT-7 is uploaded on website of the Company and can be accessed at https://www.softrakventure.in/annualreports.php

10. NUMBER OF MEETINGS OF THE BOARD:

The meetings of the Board of Directors are held at periodical intervals and are generally at the registered office of the Company, Ahmedabad. The meeting dates are decided well in advance and the agenda and notes on agenda are circulated in advance to the directors. All material information is incorporated in the notes on agenda for facilitating meaningful and focused discussion at the meeting. Where it is not perusable to attach supporting or relevant documents to the agendas, the same is tabled before the meeting. In case of business exigencies or urgency of matters, resolutions are passed by circulation. Senior Management persons are often invited to attend the Board Meetings and provide clarifications as and when required.

During the year the Board of Directors met Five times (05). The dates of the Board Meetings are mentioned below:

27/05/2023

26/07/2023

11/08/2023

14/11/2023

10/02/2024

11. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms and conditions of the Independent Directors are incorporated on the website of the Company www.softrakventure.in.

12. DIRECTORâS RESPONSIBILITY STATEMENT :

The Directorsâ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state thatâ

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

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

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

d. The directors had prepared the annual accounts on a going concern basis; and

e. 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.

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

13. DETAILS OF COMMITTEE OF DIRECTORS:

Detailed note on Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, CSR Committee, Finance & Investment Committee and Stake Holders Relationship Committee of Directors, number of meetings held of each Committee during the financial year 2023-24 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report.

14. DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud in the Company during the Financial Year ended 31^st March, 2024. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for

the financial year ended 31^st March, 2024.

15. AUDITORS:

A. Statutory Auditors:

The Companyâs Auditors, M/s. Meet Shah & Associates, (Firm Regn. No. 142114W) (Membership No. 169259), Chartered Accountants, Ahmedabad who was appointed in the Annual General Meeting in the year 2019 for a block of 5 years until the conclusion of the Annual General Meeting to be held in 2024.

M/s. Meet Shah & Associates, (Firm Regn. No. 142114W) (Membership No. 169259), Chartered Accountants Ahmedabad, Statutory auditors of the Company, hold office till the conclusion of the 31^st Annual General Meeting of the Company. The Board has recommended the appointment of M/s. A. L. Thakkar & Co., Chartered Accountants, Ahmedabad (FRN: 120116W) as Statutory Auditors of the Company in the place of the retiring auditors for a term of five consecutive years, from the conclusion of the ensuing 31^st Annual General Meeting of the Company till the conclusion of the 36^th Annual General Meeting to be held in the year 2029, for approval of shareholders of the Company, based on the recommendation of the Audit Committee in compliance with the mandatory rotation of auditors as per provisions of the Companies Act, 2013.

B. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Rupali Modi, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as âAnnexure -Aâ.

16. BOARDâS COMMENT ON THE AUDITORS â REPORT :

There were no qualifications, reservations or adverse remarks made by S tatutory Auditors in their Audit report. Observation made by the Statutory Auditors in their Report are self-explanatory and therefore, do not call for any further comments under section 134(3)(f) of the Companies Act, 2013.

The Secretarial Auditor has raised following qualifications in their Audit Report:

(a) The Company has not updated/published the website of the Company in compliance with the regulation 46 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 during under review.

(b) The Company has not published its financial results in Newspaper as required under Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(c) The Company has complied with regulation 30 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 during under review except submission of Declaration of final

dividend to the stock exchange within 30 minutes from the conclusion of the board meeting where the final dividend is considered and approved by the Board subject to approval of members.

(d) The Company has not maintained the statutory registers in accordance with the provisions of the Companies Act, 2013 under review.

(e) It has been found that some of the minutes are incomplete and some of the Minutes of the Company are not properly maintained on the minutes paper in accordance with the provisions of the Companies Act, 2013 and Secretarial Standard -1 as amended from time to time under review.

(f) The Company has not maintained the attendance sheet in accordance with the provisions of the Companies Act, 2013 and Secretarial Standard -1 as amended from time to time under review.

(g) As per our limited verification of audited books of account, it came to our observation that loan and advances are repayable on demand and no schedule of repayment has been stipulated and no Board Resolution for granting of loan under section 186 of the Companies Act, 2013, has been found during the year under the review;

MANAGEMENT RESPONSE IN RESPECT OF ABOVE QUALIFICATIONS RAISED BY SECRETARIAL AUDITOR OF THE COMPANY:

Reply / Explanation of Management with reference to above qualification mentioned at serial no. (a) to (g) is mentioned below:

a. Company has developed itâs website however pursuant to change of name of the Company the same was under maintenance for a particular period of time. But presently it is functioning properly.

b. Though the Company had not published the financial results in newspapers however, Company has placed the same on the website of the Company. Future compliance is ensured in this matter.

c. The Company had submitted the declaration of final dividend to the stock exchange within 30 minutes from the conclusion of the Board Meeting where the final dividend is considered and approved by Board subject to approval of members but due to some technical glitch prevailing on the website of BSE Ltd. the same was reflected after 30 minutes.

d. As the Company is a listed entity therefore Register of Members and Register of Transfer and beneficial owners are required to be maintained by Registrar and Transfer Agent. However, Company has maintained the other Statutory Registers as per the provisions of the Companies Act, 2013.

e. Due to inadvertence the certain minutes of meeting of Board of Directors were not properly printed however Company has rectified the same and future compliance is ensured in this matter.

f. Company has maintained the Attendance Register of all Board Meetings but the same was lost and unable to locate the same for a particular period of time. However, at present the same is being found out and complied with the provisions of the Act.

g. Pursuant to the compliance of relevant accounting Standards the Statutory Auditors of the Company has not shown the schedule of repayment for loans and advances which are payable on demand. Further the Company was not required to pass any resolution under Section 186 of the Companies Act, 2013 however, Company has passed necessary resolution under Section 179 of the Companies Act, 2013 and accordingly complied with the provisions of the Act.

17. TRANSFER TO RESERVES:

During the year under review, the Board does not propose to carry any amount to reserves out of profit.

18. DEPOSITS:

During the year under review the Company has not accepted any deposits to which the provisions ofsection 73, 74 of the Companies Act, 2013 read with Acceptance of Deposits Rules, 2014 as amended are applicable.

19. 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.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WTTH RELATED PARTIES:

The company has not entered into any contracts or arrangements with related parties during the year under review.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS :

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

22. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND CO MPANYâ S OPERATIONS IN FUTURE:

The Company has not obtained any order passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.

24. BOARD EVALUATION:

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter-se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc., which is in compliance with applicable laws, regulations and guidelines.

The Board carried out annual performance evaluation of the Board, Board Committees and Individual Directors and Chairman. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.

The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the performance evaluation was carried out as under Board:

Board:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria specified by Companies Act, 2013. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed there under and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Individual Directors:

Independent Directors: -

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each Independent Director was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each Independent Director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the Independent Directors in guiding the management in achieving higher growth and concluded that continuance of each Independent Director on the Board will be in the interest of the Company.

Non-Independent Directors: -

The performance of each of the Non-Independent Directors (including the chairman) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership.

25. CORPORATE SOCIAL RESPONSIBILITY:

In terms of the provisions of Section 135 of the Act and Rule 9 of the Companies (Accounts) Rules, 2014, the Company has not been required to formulate and implement any Corporate Social Responsibility Initiatives as the said provisions are not applicable to the Company during the year under review.

26. BUSINESS RISK MANAGEMENT:

27. INTERNAL CONTROL SYSTEMS AND THETR ADEQUACY:

28. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH

REFERENCE TO THE FTNANCTAL STATEMENTS:

The Company has adequate of internal financial controls with reference to the Financial Statements during the year under review.

29. DETAILS OF ONE TTME SETTLEMENT AND VALUATTON THEREOF:

During the year under review, there were no instances of onetime settlement with any Banks or Financial Institutions and hence no difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

30. VTGTL MECHANTSM / WHTSTLE BLOWER POLTCY:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

31. EMPLOYEE RELATTONS:

32. NOMTNATTON & REMUNERATTON POLTCY OF THE COMPANY:

33. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DTSCUSSTON & ANALYSTS REPORT:

34. CONSERVATTON OF ENERGY. TECHNOLOGY ABSORPTTON AND FORETGN EXCHANGE EARNTNGS AND OUTGO:

The Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and

Outgo, pursuant to Section 134 of the Companies act 2013 read with the Companies (Account) Rules, 2014 are NIL.

35. MATERIAL CHANGES AND COMMITMENTS, TF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

36. PARTICULARS OF EMPLOYEES:

37. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

The Company has zero tolerance for Sexual Harassment at Workplace and has adopted a policy against Sexual Harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2023-24, the Company has not received any complaints on sexual harassment and hence no complaints remain pending as of March 31, 2024.

38. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

39. SECRETARIAL STANDARDS:

40. LISTING WITH STOCK EXCHANGES:

The Company has taken note about payment of the Annual Listing Fees for the year 2023-2024to BSE where the Companyâs Shares are listed.

41. WEBSITE OF YOUR COMPANY

Your Company maintains a website www.softrakventure.in. where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 has been provided.

42. PREVENTION OF INSIDER TRADING:_

In January 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulation, 2015 which came into effect from May, 2015. Pursuant thereto, the Company has formulated and adopted a new code for Prevention of Insider Trading.

The New Code viz. âCode of Internal Procedures and Conduct for regulating, Monitoring and reporting of Trading by Insidersâ and âCode of Practices and Procedures for fair Disclosure of Unpublished price Sensitive Informationâ has been framed and adopted. The Code requires pre- clearance for dealing in the Companyâs shares and prohibits purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company is Responsible for implementation of the Code.

43. ACKNOWLEDGEMENT:

Date: 05.09.2024 For & on behalf of the Board of Director

Place: Ahmedabad Softrak Venture Investment Limited

Sd/- Sd/-

Bhoomiben Patel Raghvendra Kulkarni

Director Managing Director

(DIN: 08316893) (DIN: 06970323)

Mar 31, 2012

To, The Members

The Directors'' present the Annual report on the business and operations of your Company for the year 2011-2012.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Year Ended Year Ended Particulars 31.03.2012 31.03.2011 (Rs. In lacs) (Rs. In lacs)

Gross Sales/Income 0.53 0.13

Less Depreciation 0.00 0.00

Profit/(Loss) before Tax (429.33) (429.51)

Taxes/Deferred Taxes Nil Nil

Profit/(Loss) After Taxes (429.33) (429.51)

P& L Balance b/f (4044.73) (3615.22)

Profit/ (Loss) carried to Balance Sheet (4474.07) (4044.73)

PARTICULARS OF EMPLOYEES:

There is no employee receiving salary of Rs. 24 Lac per annum or Rs. 2 Lac per month during the 12 Months period ended 31st March, 2012, the details as required to be furnished under section 217(2A) of the companies Act 1956 read with the Companies (Particulars of employee) Rules, 1975 as amended.

DIRECTORS:

Mrs. Dipti Shah, Directors of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer them for re-appointment.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts.

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule 3 of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchange earnings and outgo are also Nil.

APPOINTMENT OF AUDITORS:

M/S. P. Dalal & Co., Chartered Accountants, Ahmedabad, the retiring auditors being eligible offer themselves for re-appointment. Members are requested to appoint them as auditors of the company for the next year till the conclusion of next Annual General Meeting of the Company.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review. Your Company is listed with the Bombay Stock Exchange.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

REPORT ON CORPORATE GOVERNANCE:

A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For & on behalf of the Board of Director

Date: 31/07/2012

Place: Ahmedabad Sd/- Sd/- Sd/-

(Dipti Shah) (Dilip Shah) (Bakan Shah)

Director Director Director

Mar 31, 2011

To, The Members

The Directors'' present the Annual report on the business and operations of your Company for the year 2010-2011.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Year Ended Year Ended Particulars 31.03.2011 31.03.2010 (Rs. In lacs) (Rs. In lacs)

Gross Sales/Income 0.13 0.20

Less Depreciation 0.00 0.00

Profit/(Loss) before Tax (429.51) (429.80)

Taxes/Deferred Taxes Nil Nil

Profit/(Loss) After Taxes (429.51) (429.80)

P& L Balance b/f (3615.22) (3185.42)

Profit/ (Loss) carried to Balance Sheet (4044.73) (3615.22)

PARTICULARS OF EMPLOYEES:

There is no employee receiving salary of Rs. 24 Lac per annum or Rs. 2 Lac per month during the 12 Months period ended 31st March, 2011, the details as required to be furnished under section 217(2A) of the companies Act 1956 read with the Companies (Particulars of employee) Rules, 1975 as amended.

DIRECTORS:

Mr. Bakan Shah, Directors of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer them for re-appointment.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts.

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule 3 of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchange earnings and outgo are also Nil.

APPOINTMENT OF AUDITORS:

M/S. P. Dalal & Co., Chartered Accountants, Ahmedabad, the retiring auditors being eligible offer themselves for re-appointment. Members are requested to appoint them as auditors of the company for the next year till the conclusion of next Annual General Meeting of the Company.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review. Your Company is listed with the Bombay Stock Exchange.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

REPORT ON CORPORATE GOVERNANCE:

A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For & on behalf of the Board of Director

Date: 25/07/2011

Place: Ahmedabad Sd/- Sd/- Sd/- (Dipti Shah) (Dilip Shah) (Bakan Shah) Director Director Director

Mar 31, 2010

To,The Members

The Directors'' present the Annual report on the business and operations of your Company for the year 2009-2010.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Year Ended Year Ended Particulars 31.03.2010 31.03.2009 (Rs. In lacs) (Rs. In lacs)

Gross Sales/Income 0.20 0.25

Less Depreciation 0.00 0.34

Profit/(Loss) before Tax (429.80) (430.72)

Taxes/Deferred Taxes Nil Nil

Profit/(Loss) After Taxes (429.80) (430.72)

P& L Balance b/f (3185.42) (2754.69)

Profit/ (Loss) carried to Balance Sheet (3615.22) (3185.42)

PARTICULARS OF EMPLOYEES:

There is no employee receiving salary of Rs. 24 Lac per annum or Rs. 2 Lac per month during the 12 Months period ended 31st March, 2010, the details as required to be furnished under section 217(2A) of the companies Act 1956 read with the Companies (Particulars of employee) Rules, 1975 as amended.

DIRECTORS:

Mr. Dilip Shah, Directors of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer them for re-appointment.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts.

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule 3 of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchange earnings and outgo are also Nil.

APPOINTMENT OF AUDITORS:

M/S. P. Dalal & Co., Chartered Accountants, Ahmedabad, the retiring auditors being eligible offer themselves for re-appointment. Members are requested to appoint them as auditors of the company for the next year till the conclusion of next Annual General Meeting of the Company.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review. Your Company is listed with the Bombay Stock Exchange.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

REPORT ON CORPORATE GOVERNANCE:

A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For & on behalf of the Board of Director

Date: 26/07/2010

Place: Ahmedabad Sd/- Sd/-

(Dipti Shah) (Dilip Shah)

Director Director

Mar 31, 2009

To, The Members

The Directors'' present the Annual report on the business and operations of your Company for the year 2008-2009.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Year Ended Year Ended Particulars 31.03.2009 31.03.2008 (Rs. In lacs) (Rs. In lacs)

Gross Sales/Income 0.25 0.25

Less Depreciation 0.34 0.40

Profit/(Loss) before Tax (430.72) (430.95)

Taxes/Deferred Taxes Nil Nil

Profit/(Loss) After Taxes (430.72) (430.95)

P& L Balance b/f (2754.69) (2323.74)

Profit/ (Loss) carried to Balance Sheet (3185.42) (2754.69)

PARTICULARS OF EMPLOYEES:

There is no employee receiving salary of Rs. 24 Lac per annum or Rs. 2 Lac per month during the 12 Months period ended 31st March, 2009, the details as required to be furnished under section 217(2A) of the companies Act 1956 read with the Companies (Particulars of employee) Rules, 1975 as amended.

DIRECTORS:

Mrs. Dipti Shah, Directors of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer them for re-appointment.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts.

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule 3 of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchange earnings and outgo are also Nil.

APPOINTMENT OF AUDITORS:

M/S. P. Dalal & Co., Chartered Accountants, Ahmedabad, the retiring auditors being eligible offer themselves for re-appointment. Members are requested to appoint them as auditors of the company for the next year till the conclusion of next Annual General Meeting of the Company.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review. Your Company is listed with the Bombay Stock Exchange.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

REPORT ON CORPORATE GOVERNANCE:

A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For & on behalf of the Board of Director

Date: 20/07/2009

Place: Ahmedabad Sd/- Sd/-

(Dipti Shah) (Dilip Shah)

Director Director

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