Directors Report of UVS Hospitality and Services Ltd.

Mar 31, 2025

The Directors present the 35^th Annual Report along with the Audited Financial Statements of the Company for the year ended 31^st
March, 2025.

Standalone Financial Results (Rs. in Lakhs)

Description	Financial Year 2024-25	Financial Year 2023-24
Total Income	184.44	143.85
Total Expenses	756.06	139.81
Profit/Loss before tax	-571.62	4.04
Current Tax / Deferred Tax Credit / (Charge) (net)	-7.24	-
Profit for the year	-564.38	4.04
Other Comprehensive Income (net)	-	-
Total Comprehensive Income	-564.38	4.04
Earnings per Share (in Rupees) (Face Value Rs. 10 each)	-1.78	0.18

Consolidated Financial Results (Rs. in Lakhs)

Description	Financial Year 2024-25	Financial Year 2023-24
Total Income	10208.42	-
Total Expenses	8624.40	-
Profit/Loss before tax	1584.52	-
Current Tax / Deferred Tax Credit / (Charge) (net)	-14.37	-
Profit for the year	1598.89	-
Other Comprehensive Income (net)	-450.55	-
Total Comprehensive Income	1148.34	-
Earnings per Share (in Rupees) (Face Value Rs. 10 each)	5.05	-

Financial Performance and the State of Company’s affairs

The total loss for the year is to Rs-564.38 lakhs as compared to profit of Rs. 4.04 lakhs in the previous year on standalone basis and
total profit of Rs. 1148.34 lakhs in the current financial year i.e. 2024-25 on consolidated basis. Our Company is taking active steps to
accelerate the growth of the Company in the coming years.

Dividend & Transfer to reserve

Considering the financial results of the Company for 2024-2025 and the unsettled business environment, the Company is unable to
declare a dividend for the current year. No amount is being transferred to reserves during the year under review.

Share Capital

The paid-up equity share capital was increased from Rs. 220.76 lakhs to 3,581.26 as on 31^st March, 2025. During the year under
review, the Company has done allotment of 86,05,000 (Eighty-Six Lakhs Five Thousand) Equity Shares of face value of Rs. 10/-
(Rupees Ten only) each to as fully paid up at a price of Rs. 17/- (Rupees Seventeen only) per equity share and allotment of 23,20,000
(Twenty-Three Lakhs and Twenty Thousand) Warrants at a price (including the Warrant Subscription price and the warrant exercise
price) of Rs. 17/- (Rupees Seventeen only) each payable in cash (“Warrant Issue Price”) on preferential basis and allotment of
2,50,00,000 (Two Crore and Fifty Lakhs) Equity Shares of face value of Rs. 10/- (Rupees Ten only) each to as fully paid up at a price
of Rs. 17/-(Rupees Seventeen only) per equity share pursuant to share swap on Preferential basis on 15^th May, 2024.

Material Changes & Commitments

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred
between the end of the financial year of the Company and the date of this report except for the events as mentioned in this report.

Deposits

During the period under review, your Company has not accepted any deposits from the public as such, no amount of principal or
interest on public deposits was outstanding as on the date of the Balance Sheet.

Corporate Social Responsibility (CSR)

The provisions of Corporate Social Responsibility do not apply to the Company.

Annual Return

Annual Return as at 31^st March, 2025 in the prescribed format under the Companies Act, 2013 (Draft MGT-7) is available on the

website of the Company and same can be accessed at www.uvshospitality.com.

Directors’ Responsibility Statement

Pursuant to Section 134 (3)(c) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material
departures.

ii) Appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and
prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2025, and of
the loss of the Company for the year ended 31^st March, 2025.

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

iv) The Annual Accounts have been prepared on a going concern basis.

v) Internal financial controls have been laid down and followed by the Company and that such controls are adequate andare operating
effectively.

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

Statement on declaration given by Independent Directors

The Company has received necessary declarations/confirmation from all Independent Directors under Section 149(6) and 149(7)
of the Companies Act, 2013 and Regulation 16(1 )(b) and Regulation 25(8) of the SEBI LODR, 2015 that they meet the criteria of
independence laid down thereunder. The independent directors have also confirmed compliance with the provisions of rule 6 of
Companies (Appointment and Qualification of Directors) Rules, 2014 as amended, relating to inclusion of their name in the data bank
of independent directors.

Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantee or investments given or made by the Company under Section 186 of the Companies Act, 2013 are
disclosed in Notes to the Financial Statements.

Related Parties Transactions

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related
party transactions as required under Section 134(3 )(h) of the Act in Form AOC-2 is not applicable to the Company for Financial Year
2024-2025 and hence does not form part of this report.

Conservation of Energy, technology absorption, imported technology, Foreign Exchange earnings and outgo

A) Conservation of energy: -

i) The steps taken or impact on conservation of energy: The Company is very careful in using the power to reduce the cost
of maintenance and conserve the resources.

ii) The steps taken by the Company for utilizing alternate sources of energy: N.A.

iii) The capital investment on energy conversation Equipment’s: N.A.

B) Technology absorption:

i) The efforts made towards technology absorption: N.A.

ii) The benefits derived like product improvement, cost reduction product development or import substitution: N.A.

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): N.A.

a) The details of technology imported: N.A.

b) The year of import: N.A.

c) Whether the technology been fully absorbed. N.A.

d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof: N.A.

iv) The expenditure incurred on Research and Development: N.A.

C) Foreign Exchange Earnings and Outgo:

i) Total Foreign Exchange Earned: Nil

ii) Total Foreign Exchange Used: Nil

Report on the subsidiaries, associates and joint venture Companies, names of Companies which have become or ceased to be its
Subsidiaries, Joint Venture or Associate Companies

During the year under review, the Company has acquired 2 two subsidiary companies namely: British Brewing Company Private
Limited and UVS Australia Pty Ltd. Further, there were no joint venture and associate companies during the year under review.

A report on performance and financial position of each of the subsidiaries during the year under review are furnished in Annexure-1.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the standalone financial statement of the Company,
consolidated financial statements along with the relevant documents and separate audited financial of statements in respect of
subsidiaries, are available on the Company’s website at www.uvshospitality.com.

Change in the name of the Company

During the year under review, the name of the Company was changed from “Thirdwave Financial Intermediaries Limited” to “UVS
Hospitality and Services Limited” w.e.f. 17^th March, 2025 vide new certificate of incorporation received from Ministry of Corporate
Affairs.

Corporate office of the Company

The Company is maintaining the books of accounts at Office No. 1205, Plot No. 14, REMI Commercio, Near Yash Raj Studio, Off
Versova Road, Andheri West, Mumbai-400053, Maharashtra, India w.e.f. 11^th July, 2024.

Significant and Material orders passed by the Regulators or Courts

During the year, no significant and material orders were passed by any of the Regulators or Courts.

Details of Directors or KMP who are appointed / re-appointed or have resigned/retired (including by rotation) during the year

During the year under review, following appointments were made:

a. Mr. Ajaya Kumar Panda (DIN: 08769895) was appointed as an Additional Director in the capacity of the Independent Director of the
Company w.e.f. 7^th October, 2024 for a period 5 (five) years from 7^th October, 2024 to 6^th October, 2029 and was approved by the
members of the Company through Postal ballot which was concluded on 19^th December, 2024.

b. Mr. Ajay Yadav (DIN: 09841715) was appointed as an Additional Director in the capacity of the Independent Director of the
Company w.e.f. 21^st October, 2024 for a period 5 (five) years from 21^st October, 2024 to 20^th October, 2029 and was approved by the
members of the Company through Postal ballot which was concluded on 19th December, 2024.

c. The designation of Mrs. Rashmi Vartak (DIN: 10259700), was changed from the Whole-time Director of the Company to the
Managing Director of the Company for a period of 5 (five) years from 7^th October, 2024 to 6^th August, 2029 and was approved by
the members of the Company through Postal ballot which was concluded on 19^th December, 2024.

d. The designation of Mr. Utkarsh Vartak (DIN: 09306253), was changed from the Managing Director of the Company to the Director
of the Company in the category of Executive Director of the Company and was approved by the members of the Company through
Postal ballot which was concluded on 19^th December, 2024.

e. Mrs. Uma Rani Patil (DIN: 10963796), was appointed as an Additional Director in the capacity of the Independent Director of the
Company from w.e.f. 19^th March, 2025 for a period 5 (five) years from 19^th March, 2025 to 18^th March, 2030 and was approved by
the members of the Company through Postal ballot which was concluded on 14^th June, 2025.

f. Ms. Preeti Goyal (ACS No: A58762) was appointed as the Company Secretary & Compliance Officer (Key Managerial Personnel)
of the Company w.e.f. 07^th October, 2024.

During the year under review, the Board accepted resignation of the following:

g. Ms. Ekta Mahesh Panchal (DIN: 10259740) has tendered her resignation as an Independent Director of the Company with effect 19^th
March, 2025 due to other professional commitments.

h. Mr. Bhavesh Vora (DIN: 06814823) has tendered his resignation as an Independent Director of the Company with effect 19^th March,
2025 due to other professional commitments.

i. Mr. Amey Gajanan Shringare (DIN 10365876) has tendered his resignation as an Independent Director of the Company with effect
21^st November, 2024 due to other professional commitments.

j. Ms. Nisha Jain, has tendered her resignation as the Company Secretary & Compliance Officer (Key Managerial Personnel) of the
Company w.e.f. 28^th September, 2024 due to personal reasons.

Directors to retire by rotation:

k. Mr. Utkarsh Vartak, Director (DIN: 09306253) who retires by rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment. The members are requested to consider and approve his re-appointment.

Disclosure regarding Company’s policies under Companies Act, 2013

The Company’s policies on i) Director’s appointment and remuneration, determining criteria for qualification/ independence, ii)
Remuneration for Directors, Key Managerial Personnel and other employees, iii) Performance evaluation of the Board, Committees
and Directors, iv) Materiality of Related Party transactions, v) Risk Management, and vi) Whistle Blower / Vigil Mechanism are
available on the website of the Company www.uvshospitality.com.

Management Discussion and Analysis

As required under Regulation 34(2) read with Schedule V of SEBI LODR, 2015, Management Discussion and Analysis is enclosed as
a part of this report as Annexure-2.

Number of Board Meetings:

During the financial year, the Board had met Twelve (12) times on 15^th May, 2024, 23^rd May, 2024, 30^th May, 2024, 11^th July, 2024,
13^th August, 2024, 27^th August, 2024, 7^th October, 2024, 21^st October, 2024, 7^th November, 2024, 14^th November, 2024, 13^th
February, 2025, 19^th March, 2025. The intervening gap between the meetings was within the period prescribed under the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the 34^th Annual General Meeting of the Company was held on 28^th September, 2024.

Committees of the Board:

There are currently three Committees of the Board, as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders’ Relationship Committee

Disclosure of Composition of Committees as on date:

Audit Committee comprises of following members:

Sr No	Name of the member	Designation
1.	Mr. Ajaya Kumar Panda	Chairperson, Non - Executive Independent Director
2.	Mrs. Uma Rani Patil	Member, Non - Executive Independent Director
3.	Mr. Utkarsh Vartak	Member, Executive Director

Nomination & Remuneration Committee comprises of following members:

Sr No	Name of the member	Designation
1.	Mr. Ajaya Kumar Panda	Chairperson, Non - Executive Independent Director
2.	Mr. Ajay Suresh Yadav	Member, Non - Executive Independent Director
3.	Mr. Utkarsh Vartak	Member, Non - Executive Independent Director

Stakeholders Relationship Committee comprises of following members:

Sr No	Name of the member	Designation
1.	Mr. Ajaya Kumar Panda	Chairperson, Non - Executive Independent Director
2.	Mrs. Uma Rani Patil	Member, Non - Executive Independent Director
3.	Mrs. Rashmi Vartak	Member, Managing Director

Meeting of Committees of the Board

During the year there were in total (Five) 5 Audit Committee Meetings, (Four) 4 Nomination & Remuneration Committee and (One)
1 Stakeholders Relationship Committee were held. Further, one meeting of the Independent Directors was held on 12^th March, 2025.

Audit Committee: 30^th May, 2024, 13^th August, 2024, 7^th November, 2024, 14^th November, 2024 and 13^th February, 2025

Nomination & Remuneration Committee: 7^th October, 2024, 21^st October, 2024, 7^th November, 2024 and 19^th March, 2025.

Stakeholders Relationship Committee: 30^th May, 2024.

Performance evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR 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 Board Committees viz. Audit
committee, Nomination & Remuneration committee, Stakeholders’ Relationship committee.

The Independent Directors of the Company met separately on 12^th March, 2025 to discuss the following:

i) review the performance of non-independent directors and the Board as a whole.

ii) review the performance of the Chairperson of the Company, taking into account the views of non-executive directors.

iii) 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.

All of the Independent Directors were present at the Meeting and discussed the above and expressed their satisfaction.

Postal Ballot

During the year under review, the Company has conducted the postal ballot and the following resolutions were passed by the
shareholders of the Company on 19^th December, 2024 (being the last date of the postal ballot):

1. Appointment of Mrs. Rashmi Vartak (DIN: 10259700) as a Managing Director of the Company: (Change in Designation from
Whole-Time Director to Managing Director)

2. Appointment of Mr. Utkarsh Vartak (DIN: 09306253) as a Director of the Company: (Change in Designation from Managing
Director to Director)

3. Change in name of the Company from ‘Thirdwave Financial Intermediaries Limited’ to ‘UVS Hospitality and Services Limited’
and consequential alteration to MOA and AOA of the Company

4. Appointment of Mr. Ajay Yadav (DIN: 09841715) as a Non-Executive Independent Director of the Company

5. Appointment of Mr. Ajaya Kumar Panda (DIN: 08769895) as a Non-Executive Independent Director of the Company

6. Change in registered office of the Company

7. Material related party transactions with British Brewing Company Private Limited, a related party.

Whistle Blower:

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Act, the
Company has framed Vigil Mechanism/ Whistle Blower Policy (Policy) to enable Directors and employees to report genuine concerns
or grievances, significant deviations from key management policies and reports on any noncompliance and wrong practices, e.g.,
unethical behavior, fraud, violation of law, inappropriate behavior/conduct, etc. The detailed Vigil Mechanism Policy is available at
Company’s Website www.uvshospitality.com.

Particulars of Employees and Remuneration:

No details as required under section 197 (12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, have been provided during the year as the Directors of the Company do not draw
any Remuneration as on 31^st March, 2025.

Internal Financial Controls with reference to financial statements

Adequate systems for internal controls provide assurances on the efficiency of operations, security of assets, statutory compliance,
appropriate authorization, reporting and recording of transactions. The scope of the audit activity is broadly guided by the annual
audit plan approved by the top management and audit committee. The Internal Auditor prepares regular reports on the review of the
systems and procedures and monitors the actions to be taken.

Safety, Health and Environment

The Company pays utmost importance towards safety and health of its employees by implementing policies, procedures and
conducting various awareness programmes among the employees. It conducts many promotional activities among its work force on
safety adherence and developing the community on national and international events related to Health, Safety and Environment.
During the year under report, National Safety Week, Fire Safety Week and Environment Day were celebrated by reminding the
employees through campaigns on its crucial significance in today’s world. All functional Departments work in cohesion to a common
goal that includes utilizing natural resources with minimal or no damage to the environment and efficiency in energy.

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

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the SexualHarassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaint was received by the Committee formed under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Auditors:

i) M/s. T D K & Co., Chartered Accountant (FRN 109804W) are appointed as Statutory Auditors of the Company for conducting audit
of financial statements of the Company for a period of 5 years in the 33^rd Annual General Meeting held on 28^th September, 2024.

ii) Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s. Hemang Satra &
Associates. (Membership No. A24235), Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the
financial year 2024-25. Further, the Board has approved the appointment of M/s. Hemang Satra & Associates. (Membership No.
A24235), Practicing Company Secretaries as the Secretarial auditors of the Company for the financial year 2025-26 to 2029-30
subject to the approval of the members of the Company. The members are requested to consider and approve his appointment. The
Secretarial Audit Report for the Financial year 2024-25 in Form MR-3 is enclosed as Annexure 3 forming part of this report.

iii) M/s. C C Patil & Co, Chartered Accountants are appointed as the Internal Auditors of the Company for the financial year 2024-25.

Auditors’ Report

The observations made in the Statutory auditors’ report, read together with the relevant notes thereon are self-explanatory and hence, do
not call for any comments under Section 134(3)(f) of the Companies Act, 2013.

The observations made in the Secretarial auditors’ report, read together with the relevant notes thereon are self-explanatoryand hence, do
not call for any comments under Section 134(3)(f) of the Companies Act, 2013.

Corporate Governance Report

The Company has complied with the Corporate Governance requirements under the Act and SEBI Listing Regulations. The
Corporate Governance regulations were applicable to the Company w.e.f. 1^st October, 2024 pursuant to increase in the paid-up share
capital and turnover exceeding the prescribed threshold as per Regulation 15(2) of SEBI Listing Regulations, 2015.

A report on Corporate Governance together with the certificate of the Company Secretary in practice confirming compliance with the
conditions of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of SEBI LODR 2015 is enclosed as a
part of this report as Annexure-4.

Confirmation of Compliance of Secretarial Standards

The Company has complied with applicable Secretarial Standards during the year under review.

Details in Respect of Frauds Reported by Auditors Pursuant to Section 143(12) of the Companies Act, 2013

During the year under report there were no incidences of fraud against the Company reported by Auditors.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the year under report there was no application made or any proceeding was pending against the Company under the Insolvency
and Bankruptcy Code, 2016.

Acknowledgement

The Board of Directors thanks the Banks, Central and State Government Authorities, Shareholders, Customers, Suppliers,Employees and
Business Associates for their continued co-operation and support to the Company.

By Order of the Board of Directors
For UVS Hospitality and Services Limited
(Formerly known as Thirdwave Financial Intermediaries Limited)

Utkarsh Vartak

Chairman & Director
DIN: 09306253

Place: Mumbai
Date: 14^th August, 2025

---

Mar 31, 2024

1. The Directors present the 34^th Annual Report along with the Audited Financial Statements of the Company for the year ended 31^st March, 2024.

2.	Financial Results		(Rs. in Lakhs)
	Description	Financial Year 2023-24	Financial Year 2022-23
	Total Income	143.85	151.33
	Total Expenses	139.81	159.98
	Profit/Loss before tax	4.04	-8.65
	Current Tax / Deferred Tax Credit / (Charge) (net)	-	-
	Profit for the year	4.04	-8.65
	Other Comprehensive Income (net)	-	-
	Total Comprehensive Income	4.04	-8.65
	Earnings per Share (in Rupees) (Face Value Rs. 10 each)	0.18	-0.39

3. Financial Performance and the State of Company’s affairs

The total profit for the year is to Rs. 4.04 lakhs as compared to loss of Rs. 8.65 lakhs in the previous year. Profit before Tax for the year is at Rs. 4.04 lakhs as against loss before tax of Rs. 8.65 lakhs in the previous year. Your Company is taking active steps to accelerate the growth of the Company in the coming years.

4. Dividend & Transfer to reserve

Considering the financial results of the Company for 2023-2024 and the unsettled business environment, the Company is unable to declare a dividend for the current year. No amount is being transferred to reserves during the year under review.

5. Share Capital

The paid-up equity share capital as on 31st March, 2024, was Rs.220.76 lakhs. There is no change in the paid-up share Capital of the Company during the year under review. However, the Company has done allotment of 86,05,000 (Eighty Six Lakhs Five Thousand) Equity Shares of face value of Rs. 10/- (Rupees Ten only) each to as fully paid up at a price of Rs. 17/- (Rupees Seventeen only) per equity share and allotment of 23,20,000 (Twenty-Three Lakhs and Twenty Thousand) Warrants at a price (including the Warrant Subscription price and the warrant exercise price) of Rs. 17/- (Rupees Seventeen only) each payable in cash (“Warrant Issue Price”) on preferential basis and allotment of 2,50,00,000 (Two Crore and Fifty Lakhs) Equity Shares of face value of Rs. 10/- (Rupees Ten only) each to as fully paid up at a price of Rs. 17/-(Rupees Seventeen only) per equity share pursuant to share swap on Preferential basis on 15^th May, 2024.

6. Material Changes & Commitments

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this report except for the events as mentioned in this report.

7. Deposits

During the period under review, your Company has not accepted any deposits from the public as such, no amount of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

8. Corporate Social Responsibility (CSR)

The provisions of Corporate Social Responsibility does not apply to the Company.

9. Management Discussion and Analysis

As required under Regulation 34(2) read with Schedule V of SEBI LODR, 2015, Management Discussion and Analysis is enclosed as a part of this report as Annexure-1.

10. Corporate Governance Report

The company falls under the criteria 15 (2) (a) of the Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 as the Paid-up capital of the company was below Rs. 10 Crores and net worth was below Rs. 25 Crores as on the last day of the previous financial year.

As on 31^st March, 2024, the Company’s Paid-up Capital is of Rs. 283.47 lakhs and Net worth is of Rs. 139.80 lakhs.

Hence compliance with Corporate Governance provisions as per Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 are not applicable to company and hence the same is not published in the report.

However, during the year, the Paid-up Capital of the Company exceeded the limit as prescribed under the said regulations. The Company is in process of adopting the Corporate Governance Regulations.

11. Annual Return

Annual Return as at 31^st March, 2024 in the prescribed format under the Companies Act, 2013 (Draft MGT-7) is available on the website of the Company and same can be accessed at www.twfil.com.

12. Directors’ Responsibility Statement

Pursuant to Section 134 (3)(c) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departures.

ii) Appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024, and of the profit of the Company for the year ended 31^st March, 2024.

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

iv) The Annual Accounts have been prepared on a going concern basis.

v) Internal financial controls have been laid down and followed by the Company and that such controls are adequate andare operating effectively.

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

13. Statement on declaration given by Independent Directors

The Company has received necessary declarations/confirmation from all Independent Directors under Section 149(6) and 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) and Regulation 25(8) of the SEBI LODR, 2015 that they meet the criteria of independence laid down thereunder. The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 as amended, relating to inclusion of their name in the data bank of independent directors.

14. Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantee or investments given or made by the Company under Section 186 of the Companies Act, 2013 are disclosed in Notes to the Financial Statements.

15. Related Parties Transactions

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for Financial Year 2023-2024 and hence does not form part of this report.

16. Conservation of Energy, technology absorption, imported technology, Foreign Exchange earnings and outgo

A) Conservation of energy: -

i) The steps taken or impact on conservation of energy: The Company is very careful in using the power to reduce the cost of maintenance and conserve the resources.

ii) The steps taken by the Company for utilizing alternate sources of energy: N.A.

iii) The capital investment on energy conversation Equipment’s: N.A.

B) Technology absorption:

i) The efforts made towards technology absorption: N.A.

ii) The benefits derived like product improvement, cost reduction product development or import substitution: N.A.

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): N.A.

a) The details of technology imported: N.A.

b) The year of import: N.A.

c) Whether the technology been fully absorbed. N.A.

d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof: N.A.

iv) The expenditure incurred on Research and Development: N.A.

C) Foreign Exchange Earnings and Outgo:

i) Total Foreign Exchange Earned: Nil

ii) Total Foreign Exchange Used: Nil

17. Report on the subsidiaries, associates and joint venture Companies, names of Companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies

As on 31 st March, 2024, Company has no subsidiaries, joint venture and associate companies.

18. Change in the registered office of the Company

The Board of Directors of the Company at its meeting held on 25^th October, 2023 has also approved shifting of the registered office of the Company from the existing Office from Unit - 601, Ambuja Neotia Ecocentre, EM-4, EM Block, Sector V, Kolkata 700 091, West Bengal to Plot No. 62, Tower - II, 12th Floor, Salt Lake, Millennium City Information Technology Park, Sector- V, Block DN, Bidhannagar, Kolkata 700 064, West Bengal within same city same state and within same ROC.

The Board has also approved the shifting of the Corporate office of the Company to 501-A, Pinnacle Corporate Park, BKC - Bandra (E), Vill Kole Kalyan, Mumbai — 400051 (MH) on 8^th August, 2023.

Further, the Company is maintaining the books of accounts at Office No. 1205, Plot No. 14, REMI Commercio, Near Yash Raj Studio, Off Versova Road, Andheri West, Mumbai-400053, Maharashtra, India.

19. Significant and Material orders passed by the Regulators or Courts

During the year, no significant and material orders were passed by any of the Regulators or Courts.

20. Details of Directors or KMP who are appointed / re-appointed or have resigned/retired (including by rotation) during the year

During the year under review, following appointments were made:

a. Mrs. Rashmi Chandrakant Vartak (DIN: 10259700) was appointed as an Additional Director on 3^rd August, 2023 and was approved by the members of the Company in the 33^rd Annual General Meeting held on 21^st September, 2023.

b. Mr. Utkarsh Chandrakant Vartak (DIN: 09306253), was appointed as the Additional Director of the Company on 3^rd August, 2023 and his designation was changed to Managing Director on 8^th August, 2023 and was approved by the members of the Company in the 33^rd Annual General Meeting held on 21^st September, 2023.

c. Ms. Ekta Mahesh Panchal (DIN: 10259740) was appointed as an Additional Independent Director on 08^th August, 2023. and was approved by the members of the Company in the 33^rd Annual General Meeting held on 21^st September, 2023.

d. Mr. Bhavesh Prabhudas Vora (DIN: 06814823) was appointed as an Additional Independent Director on 08^th August, 2023. and was approved by the members of the Company in the 33^rd Annual General Meeting held on 21^st September, 2023.

e. Mr. Amey Gajanan Shringare (DIN 10365876) was appointed as the Additional Independent Director of the Company on 20^th October, 2023. Your Directors proposes his appointment in the ensuing 34^th Annual General Meeting.

f. Ms. Nisha Jain was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 08^th August, 2023.

g. Mr. Deepak Kumar Baldev Kumbhar was appointed as the Chief Financial Officer of the Company w.e.f. 08^th August, 2023.

During the year under review, the Board accepted resignation of the following:

h. Mr. Vinay Kumar Agarwal (DIN: 00149999), has tendered his resignation as a Director of the Company with effect 21^st August, 2023 due to personal reasons.

i. Mr. Puneet Gupta (DIN-07597885), has tendered his resignation as an Independent Director of the Company with effect 8^th August, 2023 due to personal reasons.

j. Mr. Sandeep Kedia (DIN: 03604354), has tendered his resignation as an Independent Director of the Company with effect 27^th July, 2023 due to pre-occupation.

k. Mrs. Suman Agarwal (DIN- 06955583), has tendered her resignation as an Independent Director of the Company on 27^th July, 2023 due to personal reasons and accepted by the Board with effect 8^th August, 2023.

l. Mr. Siddhant Agarwal, has tendered his resignation as the Chief Financial Officer of the Company with effect 31^st July, 2023 due to personal reasons.

m. Mrs Nidhi Jasrasaria has tendered her resignation as the Company Secretary & Compliance Officer of the Company w.e.f. 31^st July, 2023 due to personal reasons.

Directors to retire by rotation:

n. Mr. Utkarsh Chandrakant Vartak, Director (DIN: 09306253) who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The members are requested to consider and approve his re-appointment.

21. Disclosure regarding Company’s policies under Companies Act, 2013

The Company’s policies on i) Director’s appointment and remuneration, determining criteria for qualification/ independence, ii) Remuneration for Directors, Key Managerial Personnel and other employees, iii) Performance evaluation of the Board, Committees and Directors, iv) Materiality of Related Party transactions, v) Risk Management, and vi) Whistle Blower / Vigil Mechanism are available on the website of the Company www.twfil.com.

22. Number of Board Meetings:

During the financial year, the Board had met Ten (10) times on 13^th April, 2023, 13^th July, 2023, 3^rd August, 2023, 08^th August, 2023, 21^st August, 2023, 20^th October, 2023, 25^th October, 2023, 9^th November, 2023, 27^th January, 2024 and 12^th February, 2024. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the 33^rd Annual General Meeting of the Company was held on 21^st September, 2023.

23. Committees of the Board:

There are currently three Committees of the Board, as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders’ Relationship Committee

24. Disclosure of Composition of Committees as on date:

Audit Committee comprises of following members:
Sr No	Name of the member	Designation
1.	Mr. Bhavesh Prabhudas Vora	Chairperson, Non - Executive Independent Director
2.	Ms. Ekta Panchal	Non - Executive Independent Director
3.	Ms. Utkarsh Vartak	Managing Director
Nomination & Remuneration Committee comprises of following members:
Sr No	Name of the member	Designation
1.	Ms. Ekta Panchal	Chairperson, Non - Executive Independent Director
2.	Mr. Amey G Shringar	Non - Executive Independent Director
3.	Mr. Bhavesh Prabhudas Vora	Non - Executive Independent Director
Stakeholders Relationship Committee comprises of following members:
Sr No	Name of the member	Designation
1.	Ms. Ekta Panchal	Chairperson, Non - Executive Independent Director
2.	Mr. Bhavesh Prabhudas Vora	Non - Executive Independent Director
3.	Ms. Rashmi Vartak	Whole-time Director

25. Meeting of Committees of the Board

During the year there were in total (Five) 5 Audit Committee Meetings, (Two) 2 Nomination & Remuneration Committee and (One) 1 Stakeholders Relationship Committee were held. Further, one meeting of the Independent Directors was held on 12^th March, 2024.

Audit Committee: 13^th April, 2023, 13^th July, 2023, 20^th October, 2023, 9^th November, 2023 and 12^th February, 2024.

Nomination & Remuneration Committee: 3^rd August, 2023 and 08^th August, 2023.

Stakeholders Relationship Committee: 13^th April, 2023.

26. Performance evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR 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 Board Committees viz. Audit committee, Nomination & Remuneration committee, Stakeholders’ Relationship committee.

The Independent Directors of the Company met separately on 12^th March, 2024 to discuss the following:

i) review the performance of non-independent directors and the Board as a whole.

ii) review the performance of the Chairperson of the Company, taking into account the views of non-executive directors.

iii) 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.

All of the Independent Directors were present at the Meeting and discussed the above and expressed their satisfaction.

27. Postal Ballot

During the year under review, the Company has conducted the postal ballot and the following resolutions were passed by the shareholders of the Company on 10^th March, 2024 (being the last date of the postal ballot):

1. Swap of shares for an Acquisition of 100% stake in of M/S. UVS Investment Management Pty Ltd (Foreign Company Having Australian Company Registration Number (ACN): 642793173), by way of swap of equity shares through Preferential Allotment to Promoters and Non Promoters

2. Preferential Issue and allotment of 89,05,000 equity shares of face value of Rs. 10/- each of the Company to Promoter and Non-Promoter(s)

3. Preferential Issue and Allotment of 23,20,000 Convertible Warrants into 23,20,000 Equity Shares of Face Value of Rs. 10/- each the company to Promoter and Non-Promoter(s)

4. Consider and Approve the Increase In Authorized Share Capital of the Company up to Rs. 40,00,00,000/- under Section 61 of the Companies Act, 2013

5. Adoption of new set of Articles of Association of the Company pursuant to the Companies Act, 2013

6. Adoption of new set of Memorandum of Company inter-alia pursuant to the Companies Act, 2013

7. To alter the object clause of the Memorandum of Association of the Company

8. To make loans or Investment(s) or provide security and guarantee in excess of the prescribed limits under section 186 of the Companies Act, 2013

9. Approval of Loans, Investments, Guarantee or security under Section 185 of the Companies Act, 2013

10. Approval for Related Party Transactions

28. Whistle Blower:

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Act, the Company has framed Vigil Mechanism/ Whistle Blower Policy (Policy) to enable Directors and employees to report genuine concerns or grievances, significant deviations from key management policies and reports on any noncompliance and wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate behavior/conduct, etc. The detailed Vigil Mechanism Policy is available at Company’s Website www.twfil.com.

29. Particulars of Employees And Remuneration:

No details as required under section 197 (12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided during the year as the Directors of the Company do not draw any Remuneration as on 31^st March, 2024.

30. Internal Financial Controls with reference to financial statements

Adequate systems for internal controls provide assurances on the efficiency of operations, security of assets, statutory compliance, appropriate authorization, reporting and recording of transactions. The scope of the audit activity is broadly guided by the annual audit plan approved by the top management and audit committee. The Internal Auditor prepares regular reports on the review of the systems and procedures and monitors the actions to be taken.

31. Safety, Health and Environment

The Company pays utmost importance towards safety and health of its employees by implementing policies, procedures and conducting various awareness programmes among the employees. It conducts many promotional activities among its work force on safety adherence and developing the community on national and international events related to Health, Safety and Environment. During the year under report, National Safety Week, Fire Safety Week and Environment Day were celebrated by reminding the employees through campaigns on its crucial significance in today’s world. All functional Departments work in cohesion to a common goal that includes utilizing natural resources with minimal or no damage to the environment and efficiency in energy.

32. Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the SexualHarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaint was received by the Committee formed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

33. Auditors

i) M/s. T D K & Co., Chartered Accountant (FRN 109804W) are appointed as Statutory Auditors of the Company for conducting audit of financial statements of the Company for a period of 5 years. Your Directors proposes their appointment in the ensuing 34^th Annual General Meeting.

ii) Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s. Hemang Satra &

Associates. (Membership No. A24235), Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit report in form MR-3 is enclosed as a part of this report as Annexure-2.

iii) M/s. C C Patil & Co, Chartered Accountants are appointed as the Internal Auditors of the Company for the financial year 2023-24.

34. Auditors’ Report

The observations made in the Statutory auditors’ report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 134(3 )(f) of the Companies Act, 2013.

The qualifications made by the Secretarial Auditor in its report are self-explanatory and the management is in process of complying with the same.

35. Confirmation of Compliance of Secretarial Standards

The Company has complied with applicable Secretarial Standards during the year under review.

36. Details in Respect of Frauds Reported by Auditors Pursuant to Section 143(12) of the Companies Act, 2013

During the year under report there were no incidences of fraud against the Company reported by Auditors.

37. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the year under report there was no application made or any proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016.

38. Reclassification of "Promoters" to "Public"

The Company has on 8^th November, 2023 had submitted an application pertaining to reclassification of following entity forming part of promoter group into public with BSE Limited. BSE Limited (“BSE”) vide its letter dated 2^nd February, 2024 has approved the application for re-classification of following from ‘Promoter’ category to ‘Public’ category of the Company in terms of Regulation 31A of LODR Regulations:

Sr No.	Name of the persons forming part of Promoter Group	Number of shares held	Percentage
1.	Siddhant Agarwal	0	0
2.	VKA Enterprises Private Limited	0	0
3.	Prudent Management & Industrial Consultants (P) Ltd	0	0

39. Acknowledgement

The Board of Directors thanks the Banks, Central and State Government Authorities, Shareholders, Customers, Suppliers,Employees and Business Associates for their continued co-operation and support to the Company.

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 24th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2014.

FINANCIAL RESULTS Year Ended Year Ended 31-03-2014 31-03-2013

GROSS INCOME 21,61,158 4,53,090

GROSS PROFIT/(LOSS) BEFORE DEPRECIATION AND INCOME TAX (1,38,765) (8,57,284)

Less : Depreciation 16,989 21,055

Income Tax (including for earlier years) - -

Prior Period Expenses/(Income) - (13,365)

NET PROFIT/(LOSS) AFTER TAXES (1,55,754) (8,64,974)

DIVIDEND

In view of carried forward losses, your directors are unable to declare dividend for the year under consideration.

OPERATIONS

During the year your company moderately participated in Capital Market due to shortage of funds.

COMPLIANCE WITH REGULATIONS

The Company has complied with various regulations formulated from time to time by the authorities.

LISTING

The Equity Shares of the Company are listed at Bombay Stock Exchange (BSE), Calcutta Stock Exchange (CSE) and Madras Stock Exchange (MSE). Listing fees for 2014-15 for all the Stock Exchanges have been paid.

DELISTING OF EQUITY SHARES FROM MADRAS STOCK EXCHANGE (MSE)

The Company has received a letter from MSE that the exchange has decided to de-recognise itself and has applied to SEBI for the same. MSE has therefore advised the company to seek voluntary delisting from their exchange as the Company''s shares are listed on BSE having nationwide trading terminals. Further in terms of SEBI (Delisting of Equity Shares) Regulations, 2009 companies have been permitted to seek voluntary delisting from Regional Stock Exchanges subject to terms and conditions of such regulation. Moreover continued listing at MSE does not provide any tangible advantage to shareholders and investors of the Company. Hence the your Company should take voluntary delisting from MSE and avoid unnecessary financial and administrative burden due to multiple compliance of various exchanges from time to time.

CAPITAL OF THE COMPANY

During the year Authorised Capital of the Company stands at Rs. 6,00,00,000/- (Rupees Six Crores Only) divided into 60,00,000 Equity Shares of Rs. 10/- each. Paid up Capital of the company is Rs. 2,20,76,000/- (Rupees Two Crores Twenty Lacs Seventy-six Thousands Only) divided into 22,07,600 fully paid up Equity Shares of Rs. 10/- each.

PARTICULARS OF EMPLOYEES

There is no employee whose remuneration exceeds the prescribed limit and hence no disclosure is required.

CORPORATE GOVERNANCE

Since the paid up capital of the Company is less than 300 lacs presentation of Corporate Governance Report is not required for the Company.

RESPONSIBILITY STATEMENT

The Directors confirm:-

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

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

c) that they have taken proper and sufficient care for maintenance of 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) that they have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

The Company is not engaged in any manufacturing activities, therefore there is no information to submit in respect of conservation of energy and technology absorption. The Company has no foreign exchange earning and outgoing during the year.

DIRECTORS

Sri Vinay Kumar Agarwal retires at the ensuing Annual General Meeting and has expressed his unwillingness to his re-appointment. To fill the vacancy of retiring Director your Company has received notice under Section 160 of the Companies Act, 2013 from a member proposing Smt Suman Agarwal proposing her candidature for the office of the Director of the Company.

AUDITORS

At the Annual General Meeting, members are requested to appoint Auditors for the current financial year and to fix their remuneration.

APPRECIATION

The Directors wish to place on record their appreciation of the valuable support given by our clients, Bankers & shareholders.

Place : Kolkata Dated : 31st July, 2014

For and on behalf of the Board For and on behalf of the Board Vinay Kumar Agarwal Sanwarmal Agarwal (Director) (Director)

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Mar 31, 2013

The Directors have pleasure in presenting the 23rd Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2013.

FINANCIAL RESULTS Year Ended Year Ended 31-03-2013 31-03-2012

GROSS INCOME 4,53,090 2,06,626

GROSS PROFIT/(LOSS) BEFORE

DEPRECIATION AND INCOME TAX (8,57,284) (2,54,058)

Less : Depreciation 21,055 21,055

Income Tax (including for earlier years) - 2,630

Prior Period Expenses/(Income) (13,365) -

NET PROFIT/(LOSS) AFTER TAXES (8,64,974) (2,77,743)

DIVIDEND

In view of carried forward losses, your directors are unable to declare dividend for the year under consideration.

OPERATIONS

During the year your company moderately participated in Capital Market due to shortage of funds.

COMPLIANCE WITH REGULATIONS

The Company has complied with various regulations formulated from time to time by the authorities.

RESPONSIBILITY STATEMENT

The Directors confirm :- a) that in preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

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

c) that they have taken proper and sufficient care for maintenance of 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) that they have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE EARNINGS AND OUTGOINGS

The Company is not engaged in any manufacturing activities, therefore there is no information to submit in respect of conservation of energy and technology absorption. The Company has no foreign exchange earning and outgoing during the year.

DIRECTORS

Sri Nirmal Kumar Agarwal retires at the ensuing Annual General Meeting and being eligible offers himself for re- appointment. Your Company has received notice under Section 257 of the Companies Act, 1956 from a member proposing his candidature for the office of the Director of the Company.

AUDITORS

At the Annual General Meeting, members are requested to appoint Auditors for the current financial year and to fix their remuneration.

PARTICULARS OF EMPLOYEES

In compliance with the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975 as amended from time to time, there is no such employee in receipt of remuneration of more than the specified limit under the said act.

APPRECIATION

The Directors wish to place on record their appreciation of the valuable support given by our clients, Bankers & shareholders.



Place : Kolkata For and on behalf of the Board For and on behalf of the Board

Dated : 29th May, 2013 Vinay Kumar Agarwal Sanwarmal Agarwal (Director) (Director)

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Mar 31, 2012

The Directors have pleasure in presenting the 22nd Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2012.

FINANCIAL RESULTS Year Ended Year Ended 31-03-2012 31-03-2011

GROSS INCOME 2,06,626 4,82,473

GROSS PROFIT/(LOSS) BEFORE

DEPRECIATION AND INCOME TAX (2,54,058) (3,56,097)

Less: Depreciation 21,055 30,624

Income Tax (including for earlier years) 2,630 -

NET PROFIT/(LOSS) AFTER TAXES (2,77,743) (3,86,721)

DIVIDEND

In view of carried forward losses, your directors are unable to declare dividend for the year under consideration. OPERATIONS

During the year your company moderately participated in Capital Market due to shortage of funds.

COMPLIANCE WITH REGULATIONS

The Company has complied with various regulations formulated from time to time by the authorities.

RESPONSIBILITY STATEMENT

The Directors confirm

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

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

c) that they have taken proper and sufficient care for maintenanace of 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) that they have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,

FOREIGNEXCHANGE EARNINGS AND OUTGOINGS

The Company is not engaged in any manufacturing activities, therefore there is no information to submit in respect of conservation of energy and technology absorption. The Company has no foreign exchange earning and outgoing during the year.

DIRECTORS

Sri Vinay Kumar Agarwal retires at the ensuing Annual General Meeting and being eligible offers himself for re- appointment. As your Company has received notice under Section 257 of the Companies Act, 1956 from a member proposing his candidature for the office of the Director of the Company, he is appointed a Director of the Company from the date of ensuing Annual General Meeting.

AUDITORS

At the Annual General Meeting, members are requested to appoint Auditors for the current financial year and to fix their remuneration.

PARTICULARS OF EMPLOYEES

In compliance with the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975 as amended from time to time, there is no such employee in receipt of remuneration of more than the specified limit under the said act.

APPRECIATION

The Directors wish to place on record their appreciation of the valuable support given by our clients, Bankers & shareholders.

Place : Kolkata For and on behalf of the Board

Dated : 29th June, 2012 Sanwarmal Agarwal

(Director)

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Mar 31, 2011

The Directors have pleasure in presenting the 20th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2011.

FINANCIAL RESULTS Year Ended Year Ended 31-03-2011 31-03-2010

GROSS INCOME 4,82,473 21,39,997

GROSS PROFIT/(LOSS) BEFORE DEPRECIATION AND INCOME TAX (3,56,097) 1,96,995

Depreciation 30,624 59,810

Provision for Taxes - 21,195

NET PROFIT/(LOSS) AFTER TAXES (3,86,721) 1,15,990

DIVIDEND

In view of carried forward losses, your directors are unable to declare dividend for the year under consideration.

OPERATIONS

During the year your company moderately participated in Capital Market due to shortage of funds.

COMPLIANCE WITH REGULATIONS

The Company has complied with various regulations formulated from time to time by the authorities.

RESPONSIBILITY STATEMENT

The Directors confirm :-

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

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

c) that they have taken proper and sufficient care for maintenanace of 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) that they have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

The Company is not engaged in any manufacturing activities, therefore there is no information to submit in respect of conservation of energy and technology absorption. The Company has no foreign exchange earning and outgoing during the year.

DIRECTORS

Sri Nirmal Kumar Agarwal was appointed as Non Executive Independent Director on the Board of your Company to replace Mr Sunil Kumar Periwal who resigned from the Board. As per the provisions of Section 260 of the Companies Act, 1956 Mr. Agarwal holds office only till the date of ensuing Annual General Meeting. As your Company has received notice under Section 257 of the Companies Act, 1956 from a member proposing his candidature for the office of the Director of the Company, he is appointed a Director of the Company from the date of ensuing Annual General Meeting.

AUDITORS

At the Annual General Meeting, members are requested to appoint Auditors for the current financial year and to fix their remuneration.

PARTICULARS OF EMPLOYEES

In compliance with the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975 as amended from time to time, there is no such employee in receipt of remuneration of more than the specified limit under the said act.

APPRECIATION

The Directors wish to place on record their appreciation of the valuable support given by our clients, Bankers & shareholders.

For and on behalf of the Board Sanwarmal Agarwal (Director)

Place : Kolkata Dated : 31st May, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the 19th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March. 2010.

FINANCIAL RESULTS Year Ended Year Ended

31-3-2010 31-3-2009

GROSS INCOME 21.39.997 44,48.725

GROSS PROFIT/(LOSS) BEFORE

DEPRECIATION AND INCOME TAX 1,96.995 (2,31.428)

Depreciation 59,810 59.810

Provision for Taxes 21.195 -

NET PROFIT/(LOSS) AFTER TAXES 1.15.990 (2,91,238)



DIVIDEND



In view of carried forward losses, your directors are unable to declare dividend for the year under consideration.

OPERATIONS

During the year your company moderately participated in Capital Market due to shortage of funds.

COMPLIANCE WITH REGULATIONS

The Company has complied with various regulations formulated from time to time by the authorities.

RESPONSIBILITY STATEMENT

The Directors confirm :-

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

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

c) that they have taken proper and sufficient care for maintenanace of 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) that they have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE EARNINGS AND OUTGOINGS

The Company is not engaged in any manufacturing activities, therefore there is no information to submit in respect of conservation of energy and technology absorption. The Company has no foreign exchange earning and outgoing during the year.

DIRECTORS

Sri Aran Kumar Sharma as appointed as Non Executive Independent Director on the Board of your Company w.e.f 10/05/2010 to expand the Board. As per the provisions of Section 260 of the Companies Act. 1956 Mr. Sharma holds office only till the date of ensuing Annual General Meeting. As your Company has not received any notice under Section 257 of the Companies Act. 1956 from any member proposing his candidature for the office of the Director of the Company, he ceases to be a Director of the Company from the date of ensuing Annual General Meeting.

Sri Sunil Periwal, retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re- appointment.

AUDITORS

At the Annual General Meeting, members are requested to appoint Auditors for the current financial year and to fix their remuneration.

PARTICULARS OF EMPLOYEES

In compliance with the provisions of section 217(2 A) of the Companies Act. 1956 read with the Companies (particulars of employees) Rules. 1975 as amended from time to time, there is no such employee in receipt of remuneration of more than the specified limit under the said act.

APPRECIATION

The Directors wish to place on record their appreciation of the valuable support given by our clients. Bankers & shareholders.



Place : Kolkata For and on behalf of the Board

Dated : 31st May, 2010 VINAY K AGARWAL

(Director)

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Mar 31, 2009

The Directors have pleasure in presenting the 18th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2009.

FINANCIAL RESULTS Year Ended Year Ended 31-3-2009 31-3-2008

GROSS INCOME 44,48,725 1,00,28,903

GROSS PROFIT/(LOSS) BEFORE

DEPRECIATION AND INCOME TAX (2,31,428) 9,600

Depreciation 59,810 59,810 Provision for Taxes

NET PROFIT/(LOSS) AFTER TAXES (2,91,238) (50,210)

DIVIDEND

In view of carried forward losses, your directors are unable to declare dividend for the year under consideration.

OPERATIONS

During the year your company moderately participated in Capital Market due to shortage of funds.

COMPLIANCE WITH REGULATIONS

The Company has complied with various regulations formulated from time to time by the authorities.

RESPONSIBILITY STATEMENT

The Directors confirm :-

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

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

c) that they have taken proper and sufficient care for maintenanace of 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) that they have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE EARNINGS AND OUTGOINGS

The Company is not engaged in any manufacturing activities, therefore there is no information to submit in respect of conservation of energy and technology absorption. The Company has no foreign exchange earning and outgoing during the year.

DIRECTORS

Sri Sanwarmal Agarwal, retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

AUDITORS

At the Annual General Meeting, members are requested to appoint Auditors for the current financial year and to fix their remuneration.

PARTICULARS OF EMPLOYEES

In compliance with the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars o* employees) Rules, lyvs as amended from tune to time, there is no sucft employee in receipt of remuneration of more than the specified limit under the said act.

APPRECIATION

The Directors wish to place on record their appreciation of the valuable support given by our clients, Bankers & shareholders.

Place : Kolkata For and on behalf of the Board

Dated : 31st July, 2009 SD/-

VINAYKAGARWAL (Director)