Directors Report of Bridge Securities Ltd.

Mar 31, 2025

Your Directors pleased to present the 30^th Annual Report on the Business and Operations of the
Company together with the Audited Financial Statement for the Financial Year ended on 31^st March,
2025.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2025 and for
the previous financial year ended on 31^st March, 2024 is given below:

Particulars	Financial Year 2024-25	Financial Year 2023-24
Revenue from Operations	191.04	80.03
Other Income	6.66	0.00
Total Revenue	197.69	80.03
Total Expenses	21.35	11.54
Profit / Loss before Exceptional and Extra- Ordinary Items and Tax Expenses	176.34	68.49
Add / Less: Exceptional and Extra Ordinary Items	0.00	0.00
Profit / Loss before Tax Expenses	176.34	68.49
Less: Tax Expense
Current Tax	48.73	3.56
Deferred Tax	0.18	13.28
Profit / Loss for the Period	127.43	51.65
Earnings Per Share (EPS)
Basis	0.38	1.54
Diluted	0.38	1.54

2. OPERATIONS:

Total revenue for Financial Year 2024-25 is Rs. 197.69 Lakhs compared to the total revenue of Rs.
80.03 Lakhs of previous Financial Year. The Company has incurred profit before tax for the Financial
Year 2024-25 of Rs. 176.34 Lakhs as compared to Profit before tax of Rs. 68.49 Lakhs of previous
Financial Year. Net Profit after Tax for the Financial Year 2024-25 is Rs. 127.43 Lakhs as against Net
Profit after tax of Rs. 51.65 Lakhs of previous Financial Year. The Directors are continuously looking
for the new avenues for future growth of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS. IF ANY:

During the Financial Year 2024-25, there was no change in the nature of business of the Company.

4. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your Directors do not
recommend any dividend for the Financial Year 2024-25 (Previous year - Nil).

5. SHARE CAPITAL:

A. Authorised Share Capital:

The Authorised Share Capital of the Company as on 31^st March, 2025 is Rs. 11,00,00,000/-
(Rupees Eleven Crores Only) divided into 11,00,00,000 (Eleven Crores) Equity Shares of Re.
1.00/- (Rupee One Only)

B. Paid-up Share Capital:

The Paid-up share capital of the Company as on 31^st March, 2025 is Rs. 3,36,13,000/- (Rupees
Three Crores Thirty-Six Lakhs Thirteen Thousand Only) divided into 3,36,13,000 (Three
Crores Thirty-Six Lakhs Thirteen Thousand) Equity Shares of Re. 1.00/- (Rupee One Only).

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or
unclaimed for a period of seven years shall be transferred to the Investor Education and Protection
Fund (“IEPF”). During the year under review, there was no unpaid or unclaimed dividend in the
“Unpaid Dividend Account” lying for a period of seven years from the date of transfer of such unpaid
dividend to the said account. Therefore, there were no funds which were required to be transferred
to Investor Education and Protection Fund.

7. TRANSFER TO RESERVES:

The Profit of the Company for the Financial Year ending on 31^st March, 2025 is transferred to profit
and loss account of the Company under Reserves and Surplus.

8. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31,
2025 is available on the Company''s website at www.bridgesecurities.in.

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

• Approval of Split/ Sub-division of Equity Shares:

The Company has approved Split/ Sub-division of Equity Shares of the Company from face
value of Rs. 10.00/- each to face value of Re. 1.00/- each in the Extra-ordinary General
Meeting held on 19^th June, 2024, and Stock exchange has approved on 5^th July, 2024 and
Trading of Equity Shares has been resumed w.e.f. 10^th July, 2024. Consequently, altered the
Authorised Share Capital and Paid-up Share Capital in the following manner:

A. The authorized share capital of the Company is Rs. 11,00,00,000/- (Rupees Eleven Crores
Only) divided into 11,00,00,000/- (Rupees Eleven Crores Only) Equity Shares of Re. 1/-
(Rupee One Only) each.

B. The Paid-up Share Capital of the Company is Rs. 3,36,13,000/- (Rupees Three Crores Thirty-
Six Lakhs Thirteen Thousand Only) divided into 3,36,13,000/- (Rupees Three Crores Thirty-
Six Lakhs Thirteen Thousand Only) equity shares of Re. 1/- (Rupee One Only) each.

• Reclassification of Promoter and Promoter Group Category of the Company to Public
Category under Regulation 31A of SEBI fLODR) Regulations, 2015:

During the year under review, the Company received a request from Mr. Pragnesh Ratilal
Shah, Mr. Vishal Pragneshbhai Shah, and Pragnesh R. Shah HUF, who are part of the Promoter
and Promoter Group of the Company, for their reclassification from the “Promoter and
Promoter Group” category to the “Public” category in accordance with Regulation 31A of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”).

The Company submitted an application to the stock exchange, and after due consideration
and compliance with the prescribed conditions, the stock exchange, vide its approval letter
dated 3^rd October, 2024, granted approval for the said reclassification. Consequently, Mr.
Pragnesh Ratilal Shah, Mr. Vishal Pragneshbhai Shah, and Pragnesh R. Shah HUF have been
reclassified as “Public” shareholders with effect from 3^rd October, 2024.

• Change in Registered Office of the Company:

The Board of Directors of the Company, at its meeting held on Saturday, 19^th October, 2024,
considered and approved the changed of the Company''s registered Office from 286 Shukan
Mall, Near Panchamrut Bhunglow-1, Science City Road, Sola, Ahmedabad, Gujarat, India - 380
060 to 2/Udit Apartment, Nr. Tulip Bunglow, Nr. Sur Dhara Circle, Thatej Road, B/H Driven
Cinema, Tulip Bunglow Thaltej, Ahmedabad - 380 054 i.e. within the local limits of city, w.e.f.
19 ^th October, 2024.

• Issue of Warrants, convertible into Equity shares to personfs) and/ or entityfies)
belonging to "Non-promoter Category” on a Preferential basis:

During the year under review, The Board of Directors, at their meeting held on 27^th
November, 2024 allotted 52,63,000 (Fifty-Two Lakhs Sixty-Three Thousand) Convertible
warrants on a preferential basis to persons/entities belonging to the “Non-Promoter”
category, in accordance with the provisions of Chapter V of the SEBI (ICDR) Regulations,
2018.

Further, the Board also ratified the resolution for the issue of warrants passed by the
shareholders at the Annual General Meeting held on 28^th September, 2024, in view of the
recomputation of the price of the equity shares upon conversion of the warrants.

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:

There is no significant material orders passed by the Regulators or Courts or Tribunal, which would
impact the going concern status of the Company and its future operation.

11. MEETINGS OF THE BOARD OF DIRECTORS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap
between two meetings not exceeding 120 days to take a view of the Company''s policies and
strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 9 (Nine) times viz. 27^th April, 2024, 11^th
May, 2024, 22^nd May, 2024, 20^th July, 2024, 4^th September, 2024, 19^th October, 2024, 22^nd October,
2024, 27^th November, 2024 and 20^th January, 2025.

12. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act,
2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2025 the applicable
accounting standards have been followed and there are no material departure from the same;

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 financial year and of the loss of the Company for
the financial year ended on 31^st March, 2025.

c The Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of Companies Act, 2013 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;

e. The Directors had laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and are operating effectively and

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. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to Company as the
Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate
Social Responsibility.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of
this Report, and provides the Company''s current working and future outlook as per "Annexure -1".

15. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY. ASSOCIATE COMPANY AND IOINT
VENTURES:

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

16. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards
issued by The Institute of Company Secretaries of India (ICSI). The Company has devised proper
systems to ensure compliance with its provisions and is in compliance with the same.

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

The Company has framed formal Risk Management framework for risk assessment and risk
minimization for Indian operation which is periodically reviewed by the Board of Directors to ensure
smooth operations and effective management control. The Audit Committee also reviews the
adequacy of the risk management frame work of the Company, the key risks associated with the
business and measures and steps in place to minimize the same.

18. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual
Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the
feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring
corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the
Chairman of NRC had one-on-one meetings with each Executive and Non-Executive, Non¬
Independent Directors. These meetings were intended to obtain Directors'' inputs on effectiveness of
the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the
Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of
Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors
and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of
Nomination and Remuneration Committee, the performance of the Board, its committees, and
individual directors was discussed.

The evaluation process endorsed the Board Members'' confidence in the ethical standards of the
Company, the resilience of the Board and the Management in navigating the Company during
challenging times, cohesiveness amongst the Board Members, constructive relationship between the
Board and the Management, and the openness of the Management in sharing strategic information to
enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its
committees and individual directors as per the formal mechanism for such evaluation adopted by the
Board. The performance evaluation of all the Directors was carried out by the Nomination and
Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a
whole was carried out by the Independent Directors. The exercise of performance evaluation was

carried out through a structured evaluation process covering various aspects of the Board
functioning such as composition of the Board & committees, experience & competencies,
performance of specific duties & obligations, contribution at the meetings and otherwise,
independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of
the Directors individually as well as evaluation of the working of the Board by way of individual
feedback from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

19. DETAILS OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL
CONTROL:

The Company has in place adequate internal financial controls with reference to financial statement
across the organization. The same is subject to review periodically by the internal audit cell for its
effectiveness. During the financial year, such controls were tested and no reportable material
weaknesses in the design or operations were observed. The Statutory Auditors of the Company also
test the effectiveness of Internal Financial Controls in accordance with the requisite standards
prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor''s report.

Internal Financial Controls are an integrated part of the risk management process, addressing
financial and financial reporting risks. The internal financial controls have been documented,
digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management
reviews, control self-assessment, continuous monitoring by functional experts. We believe that these
systems provide reasonable assurance that our internal financial controls are designed effectively
and are operating as intended.

During the year, no reportable material weakness was observed.

20. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the
Audit Committee under Section 143(12) of the Companies Act, 2013, any instances of fraud
committed against the Company by its officers or employees, the details of which would need to be
mentioned in the Board''s Report.

21. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT.2013:

The details of loans, investment, guarantees and securities covered under the provisions of section
186 of the Companies Act, 2013 are provided in the financial statement.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review, Company has not entered in any Related Party Transactions.

Pursuant to Section 188 of the Act read with rules made thereunder and Regulation 23 of the Listing
Regulations, all Material Related Party Transactions (“material RPTs”) require prior approval of the
shareholders of the Company vide ordinary resolution.

The Company has formulated and adopted a policy on dealing with related party transactions, in line
with Regulation 23 of the Listing Regulations, which is available on the website of the Company at
https://bridgesecurities.in.

As a part of the mandate under the Listing Regulations and the terms of reference, the Audit
Committee undertakes quarterly review of related party transactions entered into by the Company
with its related parties. Pursuant to Regulation 23 of Listing Regulations and Section 177 of the Act,
the Audit Committee has granted omnibus approval in respect of transactions which are repetitive in
nature, which may or may not be foreseen, not exceeding the limits specified thereunder. The
transactions under the purview of omnibus approval are reviewed on quarterly basis by the Audit
Committee. Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the
disclosures on Related Party Transactions in prescribed format with the Stock Exchanges.

23. MANAGING THE RISKS OF FRAUD. CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

a) Vigil Mechanism / Whistle Blower Policy:

The Company has established vigil mechanism and framed whistle blower policy for Directors
and employees to report concerns about unethical behavior, actual or suspected fraud or
violation of Company''s Code of Conduct or Ethics Policy.

b) Business Conduct Policy:

The Company has framed “Business Conduct Policy”. Every employee is required to review
and sign the policy at the time of joining and an undertaking shall be given for adherence to
the Policy. The objective of the Policy is to conduct the business in an honest, transparent and
in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption
practices by the employees of the Company.

24. RESERVES & SURPLUS:

Sr. No.	Particulars	Amount
1.	Balance at the beginning of the year	12.96
2.	Balance of the profit/loss beginning of the year	(257.76)
2.	Current Year''s Profit / (Loss)	127.43
3.	Other Comprehensive Income	3.38
4.	Amount of Securities Premium and other Reserves	-
Total		(113.99)

25. CONSERVATION OF ENERGY, TECHNLOGY, ASBSORPOTION. FOREIGN EXCHANG1
EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given unde
section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, i
not given as the Company has not taken any major step to conserve the energy etc.

Export revenue constituted 0 % of the total revenue in FY 2024-25;

	Foreign exchange earnings and outgo	F.Y. 2024-25	F.Y. 2023-24
a.	Foreign exchange earnings	Nil	Nil
b.	CIF value of imports	Nil	Nil
c.	Expenditure in foreign currency	Nil	Nil
d.	Value of Imported and indigenous Raw Materials, Spare-parts and Components Consumption	Nil	Nil

26. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company
has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2024¬
25.

27. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related
party transactions which may have potential conflict with the interest of the Company at large.
Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to
financial statement.

28. DIRECTORS AND KEY MANAGERIALPERSONNEL:

Tma niro/''I-AT''o nn/i k mr Mnyinfrorin DnrcAMMO nf Fma i avumamij nrn or nn n n fn ¦

Sr. No.	Name	Designation	DIN/PAN
1.	Mr. Yogendra Baldevbhai Prajapati1	Non-Executive Director	03578728
2.	Mr. Vishal Shah3	Executive Director	08043698
4.	Mr. Ashish Sharda	Company Secretary	BKJPS9356K
5.	Mr. Harshad Amrutlal Panchal2	Managing Director and CFO	03274760
6.	Mr. Manish Shrichand Bachani4	Independent Director	08013906
7.	Ms. Urvi Rajnikant Shah4	Non-Executive Director	10329378

8. Mr. Ashvinkumar Babulal Thakkar⁴ Independent Director 10330482

9. Mr. Yogendra Baldevbhai Prajapati⁶ Chief Financial Officer ARVPP0817C

¹ Mr. Yogendra Baldevbhai Prajapati has resigned as a Non-Executive Director w.e.f. 2 ^nd April, 2024.

² Change in designation of Mr. Harshad Amrutlal Panchal from Whole-time Director to Managing Director and his resignation as Chief
Financial Officer with effect from 27^th April 2024.

³ Mr. Vishal Shah has resigned as an Executive director w.e.f. 29^th April, 2024.

⁴ Mr. Manish Shrichand Bachani, Ms. Urvi Rajnikant Shah, and Mr. Ashvinkumar Babulal Thakkar have been regularized as
Independent Directors by the members of the Company in the Extra-ordinary General Meeting held on 19^th June 2024.

⁵ Mr. Yogendra Baldevbhai Prajapati has resigned as Chief Financial Officer w.e.f. 24^th March, 2025.

Apart from the above changes, there were no other changes in the composition of the Board of
Directors of the Company during the Financial Year 2024-25 and till the date of Board''s Report.

As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

29. DECLARATION BY INDEPENDENT DIRECTORS:

Ms. Urvi Rajnikant Shah, Mr. Ashvinkumar Babulal Thakkar and Mr. Manish Shrichand Bachani
Independent Directors of the Company has confirmed to the Board that he meets the criteria of
Independence as specified under Section 149 (6) of the Companies Act, 2013 and he qualifies to be
an Independent Director. He has also confirmed that he meets the requirement of Independent
Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015. The confirmations were noted by the Board.

30. CORPORATE GOVERNANCE:

Since the paid-up Capital of Company is less than Rs. 10.00/- Crores and Turnover is less than Rs.
25.00/- Crores therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 the compliance with the corporate governance provisions as
specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para
C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not
form part of this Board''s Report.

31. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any
deposits during the financial year. Hence, the Company has not defaulted in repayment of deposits or
payment of interest during the financial year.

32. AUDITORS AND THEIR REPORTS:

A. Statutory Auditor:

M/s Mitali Modi & Co., Chartered Accountants, Ahmedabad, bearing firm registration number
133096W were appointed as the Statutory Auditors of the Company for the period of 5 (Five)
consecutive years from the conclusion of 28^th Annual General Meeting held in the year 2023 till
the conclusion of 33^rd Annual General Meeting of the Company to be held in the year 2028.

The Auditors have also furnished a declaration confirming their independence as well as their
arm''s length relationship with your Company as well as declaring that they have not taken up any
prohibited non-audit assignments for your Company. The Audit Committee reviews the
independence of the Auditors and the effectiveness of the Audit Process.

The Auditor''s report for the Financial Year ended 31^st March, 2025 has been issued with an
unmodified opinion, by the Statutory Auditor.

Secretarial Auditor:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has
appointed Mr. Jitendra Parmar, Proprietor of M/s. Jitendra Parmar & Associates, Company
Secretaries, Ahmedabad (FRN: S2023GJ903900) as a Secretarial Auditor of the Company to
conduct Secretarial Audit for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as "Annexure -
II" in Form MR-3.

The report of the Secretarial auditor has not made any adverse remark in their Audit Report
except:

a. Compliance of SEBI Circular No: SEBI / HO / DDHS / DDHS - RACPOD1 / P / CIR / 2023 /
172 dated October 19, 2023 i.e. Non filing of Annual Disclosures of Non-applicability of
Large Corporate for FY 2023-24.

Reply:

We confirm that for the financial year 2023-24, the Company does not fall under the
definition of a “Large Corporate” as prescribed in the aforementioned SEBI circular. As
such, the requirement to file the annual disclosure in the prescribed format is not
applicable to the Company.

b. As per the provisions of Section 203 of the Companies Act, 2013, read with applicable
rules, every prescribed company is required to appoint a Chief Financial Officer (CFO) as a
Key Managerial Personnel (KMP) within a period of six months from the date of the
vacancy. During the year under audit, the position of CFO remained vacant for a period
exceeding six months, and the Company appointed a CFO only after the lapse of the
prescribed time limit.

Reply:

The Board states that the delay in appointing the Chief Financial Officer, beyond the time
limit given under Section 203 of the Companies Act, 2013, happened because it was
difficult to find a suitable candidate. The position has now been filled, and all required
compliances have been completed.

B. INTERNAL AUDITOR:

The Board of directors has appointed Mr. Bhumik Shah & Co., Chartered Accountant, Ahmedabad
(FRN: 137162W) as the internal auditor of the Company. The Internal Auditor conducts the
internal audit of the functions and operations of the Company and reports to the Audit Committee
and Board from time to time.

33. DISCLOSURES

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below, was
held on 11^th May, 2024, 20^th July, 2025, 4^th September, 2024, 22^nd October, 2024, 27^th November,
2024 and 20^th January, 2025 the attendance records of the members of the Committee are as follows:

Name	Status	Category
Ms. Urvi Rajnikant Shah	Chairman	Non-Executive and Independent Director
Mr. Manish Shrichand Bachani	Member	Non-Executive and Independent Director
Mr. Harshad Amrutlal Panchal	Member	Executive and Managing Director

During the year all the recommendations made by the Audit Committee were accepted by the Board.
B. Composition of Stakeholders'' Relationship Committee:

During the year under review, meetings of members of Stakeholders'' Relationship committee as
tabulated below, was held on, 4^th September, 2024 the attendance records of the members of the
Committee are as follows:

Name	Status	Category
Ms. Urvi Rajnikant Shah	Chairman	Non-Executive and Independent Director
Mr. Manish Shrichand Bachani	Member	Non-Executive and Independent Director
Mr. Ashvinkumar Babulal Thakkar	Member	Non-Executive and Independent Director

C. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of members of Nomination and Remuneration committee as
tabulated below, was held on 27^th April, 2024, 27^th November, 2024 the attendance records of the
members of the Committee are as follows:

Name	Status	Category
Mr. Manish Shrichand Bachani	Chairman	Non-Executive and Independent Director
Ms. Urvi Rajnikant Shah	Member	Non-Executive and Independent Director
Mr. Ashvinkumar Babulal Thakkar	Member	Non-Executive and Independent Director

34. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.
PROHIBITION & REDRESSAL) ACT.2013:

The Company has always been committed to provide a safe and conducive work environment to its
employees. Your Directors further state that during the year under review there were no cases filed
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

The following no. of complaints was received under the POSH Act and the rules framed thereunder
during the year:

a. Number of complaints filed during the financial year - NIL

b. Number of complaints disposed of during the financial year - NIL

c. Number of complaints pending as on end of the financial year - NIL

35. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The
Company has established connectivity with both the Depositories i.e. National Securities Depository
Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) and the Demat activation
number allotted to the Company is ISIN: INE958C01025. Presently shares are held in electronic and
physical mode.

36. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management
continued to remain cordial during the year under review

37. MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records as specified by the Central Government under
sub-section (1) of section 148 of the Companies Act, 2013, are not applicable to the Company and
accordingly such accounts and records are not required to be maintained.

38. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE:

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

39. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of
achievements on a periodical basis. The remuneration policy is in consonance with the existing
industry practice and is designed to create a high-performance culture. It enables the Company to
attract, retain and motivate employees to achieve results. The Company has made adequate
disclosures to the members on the remuneration paid to Directors from time to time. The Company''s
Policy on director''s appointment and remuneration including criteria for determining qualifications,
positive attributes, independence of a director and other matters provided under Section 178 (3) of
the Act is available on the website of the Company at www.bridgesecurities.in

40. STATE OF COMPANY’S AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation
34(2) (e) of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a
detailed write up and explanation about the performance of the Company.

41. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has
carried the evaluation of its own performance, performance of Individual Directors, Board
Committees, including the Chairman of the Board on the basis of attendance, contribution towards
development of the Business and various other criteria as recommended by the Nomination and
Remuneration Committee of the Company. The evaluation of the working of the Board, its
committees, experience and expertise, performance of specific duties and obligations etc. were
carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors i.e. held on Monday, 20^th January, 2025, the
performances of Executive and Non-Executive Directors were evaluated in terms of their
contribution towards the growth and development of the Company. The achievements of the
targeted goals and the achievements of the expansion plans were too observed and evaluated, the
outcome of which was satisfactory for all the Directors of the Company.

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

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

43. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance
received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions,
Suppliers, Customers and other business associates who have extended their valuable sustained
support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and
appreciation for the commitment displayed by all executives, officers and staff at all levels of the
Company. We look forward for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board of

2/Udit Apartment, Nr. Tulip Bunglow, Nr. Bridge Securities Limited

Sur Dhara Circle, Thatej Road, B/H Driven
Cinema, Tulip Bunglow Thaltej,

Ahmedabad, Gujarat, India - 380 054

Sd/- Sd/-

Urvi Rajnikant Shah Harshad Amrutlal Panchal
Place: Ahmedabad Director Managing Director

Date: 4^th August, 2025 DIN: 10329378 DIN: 03274760

---

Mar 31, 2024

Your Directors present the 29^th Annual Report on the Business and Operations of the Company together with the Audited Financial Statement for the Financial Year ended on 31^st March, 2024.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2024 and for the previous financial year ended on 31^st March, 2024 is given below:

Particulars	Financial Year 2023-24	Financial Year 2022-23
Revenue from Operations	80.03	96.54
Other Income	0.00	0.05
Total Revenue	80.03	96.59
Total Expenses	11.54	155.18
Profit / Loss before Exceptional and Extra- Ordinary Items and Tax Expenses	68.49	(81.50)
Add / Less: Exceptional and Extra Ordinary Items	0.00	0.00
Profit / Loss before Tax Expenses	68.49	(81.50)
Less: Tax Expense
Current Tax	3.56	0.00
Deferred Tax	13.28	(13.28)
Profit / Loss for the Period	51.65	(68.21)
Earnings Per Share (EPS)
Basis	1.54	(2.03)
Diluted	1.54	(2.03)

2. OPERATIONS:

Total revenue for Financial Year 2023-24 is Rs. 80.03 Lakhs compared to the total revenue of Rs. 96.59 Lakhs of previous Financial Year. The Company has incurred profit before tax for the Financial Year 2023-24 of Rs. 68.49 Lakhs as compared to Loss before tax of Rs. (81.50) Lakhs of previous Financial Year. Net Profit after Tax for the Financial Year 2023-24 is Rs. 51.65 Lakhs as against Net Loss after tax of Rs. (68.21) Lakhs of previous Financial Year. The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

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

4. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your Directors do not recommend any dividend for the Financial Year 2023-24 (Previous year - Nil).

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund ("IEPF"). During the year under review, there was no unpaid or unclaimed dividend in the "Unpaid Dividend Account" lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

6. TRANSFER TO RESERVES:

The Profit of the Company for the Financial Year ending on 31^st March, 2024 is transferred to profit and loss account of the Company under Reserves and Surplus.

7. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company''s website at www.bridgesecurities.in.

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

• Approval of Split/ Sub-division of Equity Shares:

The Company has approved Split/ Sub-division of Equity Shares of the Company from face value of Rs. 10/- each to face value of Re. 1/- each in the Extra-ordinary General Meeting held on 19^th June, 2024, and Stock exchange has approved on 5^th July, 2024 and Trading of Equity Shares has been resumed w.e.f. 10^th July, 2024. Consequently, altered the Authorised Share Capital and Paid-up Share Capital in the following manner:

A. The authorized share capital of the Company is Rs. 11,00,00,000/- (Rupees Eleven Crores Only) divided into 11,00,00,000/- (Rupees Eleven Crores Only) Equity Shares of Re. 1/- (Rupee One Only) each.

B. The Paid-up Share Capital of the Company is Rs. 3,36,13,000/- (Rupees Three Crores Thirty-Six Lakhs Thirteen Thousand Only) divided into 3,36,13,000/- (Rupees Three Crores Thirty-Six Lakhs Thirteen Thousand Only) equity shares of Re. 1/- (Rupee One Only) each.

• Company has filed Application for Reclassification under Regulation 31A of SEBI (LODR) Regulations, 2015:

Company had submitted application for Reclassification of Promoter / Promoter Group as Public to the Stock Exchange i.e. BSE Limited on 17^th May, 2024.

Details of Promoter/Promoter Group seeking Reclassification are as under:

Sr. No.	Name of Promoter	Category
1.	Mr. Pragnesh Ratilal Shah	Promoter
2.	Mr. Vishal Pragnesh Shah	Promoter
3.	M/s. Pragnesh R Shah HUF	Promoter Group

• Change in Registered Office of the Company:

The Board Meeting of the Company held on Wednesday, 25^th October, 2023 has considered and changed its registered Office from 17, Suhas Nagar Society, Nr. Dinesh Hall, Ashram Road, Ahmedabad - 380 009 to 286 Shukan Mall, Near Panchamrut Bhunglow-1, Science City Road, Sola, Ahmedabad, Gujarat, India, 380 060 i.e. within the local limits of city, w.e.f. 25^th October, 2023.

9. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

10. MEETINGS OF THE BOARD OF DIRECTORS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Company''s policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 8 (Eight) times viz. 22^nd May 2023, 13^th July, 2023, 21^st July, 2023, 9^th August, 2023, 18^th August, 2023, 23^rd September, 2023, 25^th October, 2023 and 6^th February, 2024.

11. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2024 the applicable accounting standards have been followed and there are no material departure from the same;

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 financial year and of the loss of the Company for the financial year ended on 31s^t March, 2024.

c The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 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;

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

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.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social Responsibility.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Company''s current working and future outlook as per Annexure I.

14. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY, ASSOCIATE COMPANY AND IOINT VENTURES:

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

15. VIGIL MECHANISM:

During the year under review, the Company did not accept any deposits from the public and not borrowed money from the Banks and Public Financial Institutions. Accordingly, provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 does not apply to the Company.

16. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

17. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of NRC had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors'' inputs on effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.

The evaluation process endorsed the Board Members'' confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas: a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

18. DETAILS OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor''s report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

During the year, no reportable material weakness was observed.

19. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

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

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in the financial statement.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All transactions to be entered by the Company with related parties will be in the ordinary course of business and on an arm''s length basis. However, the Company has not entered into any related party transaction, as provided in Section 188 of the Companies Act, 2013, with the related party. Hence, Disclosure as required under Section 188 of the Companies Act, 2013 is not applicable to the Company.

22. MANAGING THE RISKS OF FRAUD. CORRUPTION AND UNETHICAL BUSINESS PRACTICES: a) Vigil Mechanism / Whistle Blower Policy:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct or Ethics Policy.

The Company has framed "Business Conduct Policy". Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the Policy. The objective of the Policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.

23. RESERVES & SURPLUS:

Sr. No.	Particulars	Amount
1.	Balance at the beginning of the year	12.96
2.	Balance of the profit/loss beginning of the year	(309.42)
2.	Current Year''s Profit / (Loss)	51.65
3.	Other Comprehensive Income	3.38
4.	Amount of Securities Premium and other Reserves	-
Total		(241.43)

24. FOREIGN EXCHANGE EARNINGS AND OUTGO:

	Foreign exchange earnings and outgo	F.Y. 2023-24	F.Y. 2022-23
a.	Foreign exchange earnings	Nil	Nil
b.	CIF value of imports	Nil	Nil
c.	Expenditure in foreign currency	Nil	Nil

25. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2023-24.

26. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.

27. DIRECTORS AND KEY MANAGERIALPERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below as on date:

Sr. No.	Name	Designation	DIN
1.	Mr. Pragnesh Shah1	Managing Director	00144888
2.	Mr. Dashrathbhai Thakkar1	Independent Director	00195113
3.	Mr. Hemant Shah2	Independent Director	02040564
4.	Ms. Jayshreeben Shah2	Independent Director	02275343
5.	Mr. Vishal Shah3	Executive Director	08043698
6.	Mr. Ashish Sharda	Company Secretary	BKJPS9356K
7.	Mr. Yogendra Baldevbhai Prajapati4	Non-Executive Director	03578728
8.	Mr. Harshad Amrutlal Panchal5	Managing Director	03274760
9.	Mr. Manish Shrichand Bachani6	Independent Director	08013906
10.	Ms. Urvi Rajnikant Shah7	Non-Executive Director	10329378
11.	Mr. Ashvinkumar Babulal Thakkar7	Independent Director	10330482
13.	Mr. Rajan Shah8	Chief Financial Officer	ADZPS9559G
14.	Mr. Harshad Amrutlal Panchal9	Chief Financial Officer	ARKPP5933G

⁴Mr. Pragnesh Shah had given resignation as a Managing Director and Mr. Dashrathbhai Thakkar had given resignation as an Independent Director w.e.f. 21^st July, 2023.

²Mr. Hemant Shah and Ms. Jayshreeben Shah had given resignation as an Independent Director w.e.f. 23^rd September, 2023.

³Mr. Vishal Shah had given resignation as an Executive director w.e.f. 29^th April, 2024.

⁴Mr. Yogendra Baldevbhai Prajapati has been appointed as an Additional Non-Executive Director w.e.f. 18^th August, 2023 and had given resignation as a Non-Executive Director w.e.f. 2^nd April, 2024.

⁵Mr. Harshad Amrutlal Panchal has been appointed as a Managing Director w.e.f. 21^st July, 2023, his Designation is change from Managing Director to Whole-time Director w.e.f. 23^rd September, 2023 and Subsequently Change his Designation from Whole-time Director to Managing Director w.e.f. 27^th April,2024.

⁶Mr. Manich Shrichand Bachani has been appointed as an Additional Independent Director w.e.f. 18^th August, 2023 and he has regularized as an Independent Director by the member of the Company in the Extra-ordinary General Meeting held on 19^th June, 2024.

⁷Ms. Urvi Rajnikant Shah and Mr. Ashvinkumar Babulal Thakkar has been appointed as an Additional Independent Director w.e.f. 23^rd September, 2023 and subsequently they were regularized as an Independent Director by the member of the Company in the Extraordinary General Meeting held on 19^th June, 2024.

⁸Mr. Rajan Shah had given resignation as a Chief Financial Officer w.e.f. 23^rd September, 2023.

⁹Mr. Harshad Amrutlal Panchal had given resignation as a Chief Financial officer w.e.f. 27^th April, 2024.

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2023-24 and till the date of Board''s Report.

As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

28. DECLARATION BY INDEPENDENT DIRECTORS:

Ms. Urvi Rajnikant Shah, Mr. Ashvinkumar Babulal Thakkar and Mr. Manish Shrichand Bachani Independent Directors of the Company has confirmed to the Board that he meets the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and he qualifies to be an Independent Director. He has also confirmed that he meets the requirement of Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.

29. CORPORATE GOVERNANCE:

Since the paid-up Capital of Company is less than Rs. 10 Crores and Turnover is less than Rs. 25 Crores therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Board''s Report.

30. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any deposits during the financial year. Hence, the Company has not defaulted in repayment of deposits or payment of interest during the financial year.

31. AUDITOR:

A. Statutory Auditor:

M/s Mitali Modi & Co., Chartered Accountants, Ahmedabad, bearing firm registration number 133096W were appointed as the Statutory Auditors of the Company for the period of 5 (Five) consecutive years from the conclusion of 28^th Annual General Meeting held in the year 2023 till the conclusion of 33^rd Annual General Meeting of the Company to be held in the year 2028.

The Auditors have also furnished a declaration confirming their independence as well as their arm''s length relationship with your Company as well as declaring that they have not taken up any prohibited non-audit assignments for your Company. The Audit Committee reviews the independence of the Auditors and the effectiveness of the Audit Process.

The Auditor''s report for the Financial Year ended 31^st March, 2024 has been issued with an unmodified opinion, by the Statutory Auditor.

B. Secretarial Auditor:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed Ms. Shilvi Patel, Proprietor of M/s. Shilvi Patel & Associates, Company Secretaries, Ahmedabad as a Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2023-24.

The Secretarial Audit Report for the Financial Year 2023-24 is annexed herewith as Annexure II in Form MR-3. There are no adverse observations in the Secretarial Audit Report which call for explanation.

32. DISCLOSURES

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below, was held on 22^nd May 2023, 13^th July, 2023, 9^th August, 2023, 23^rd September, 2023, 25^th October, 2023 and 6^th February, 2024 the attendance records of the members of the Committee are as follows:

Name	Status	Category
Ms. Urvi Rajnikant Shah	Chairman	Non-Executive and Independent Director
Mr. Manish Shrichand Bachani	Member	Non-Executive and Independent Director
Mr. Harshad Amrutlal Panchal	Member	Executive and Managing Director

During the year all the recommendations made by the Audit Committee were accepted by the Board.

B. Composition of Stakeholders'' Relationship Committee:

During the year under review, meetings of members of Stakeholders'' Relationship committee as tabulated below, was held on, 13^th July, 2023 the attendance records of the members of the Committee are as follows:

Name	Status	Category
Ms. Urvi Rajnikant Shah	Chairman	Non-Executive and Independent Director
Mr. Manish Shrichand Bachani	Member	Non-Executive and Independent Director
Mr. Ashvinkumar Babulal Thakkar	Member	Non-Executive and Independent Director

C. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of members of Nomination and Remuneration committee as tabulated below, was held on 21^st July, 2024, 18^th August, 2024 and 23^rd September, 2024 the attendance records of the members of the Committee are as follows:

Name	Status	Category
Mr. Manish Shrichand Bachani	Chairman	Non-Executive and Independent Director
Ms. Urvi Rajnikant Shah	Member	Non-Executive and Independent Director
Mr. Ashvinkumar Babulal Thakkar	Member	Non-Executive and Independent Director

33. INDEPENDENT DIRECTOR:

Separate meetings of the Independent Directors of the Company were held on 6^th February, 2024 to discuss the agenda items as prescribed under applicable laws. All Independent Directors have attended the said meeting. In the opinion of the Board, all the Independent Directors fulfil the conditions of Independence as defined under the Companies Act, 2013 and SEBI (LODR), 2015 and are independent of the management of the

Company.

34. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT.201 3:

The Company has always been committed to provide a safe and conducive work environment to its employees. Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

35. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company has established connectivity with both the Depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited and the Demat activation number allotted to the Company is ISIN: INE371F01016. Presently shares are held in electronic and physical mode.

36. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review

37. MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly such accounts and records are not required to be maintained.

38. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE:

During the year under review, there were no application made or any proceeding pending in the name of the company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

39. EXPLANATIONS/COMMENTS BY THE BOARD ON EVERY QUALIFICATION. RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

i. Auditors'' Report:

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

ii. Secretarial Auditor''s Report:

The observations of the Secretarial Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

40. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Company''s Policy on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Act is available on the website of the Company at www.bridgesecurities.in

41. STATE OF COMPANY''S AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2) (e) of

---

Mar 31, 2014

Dear Members,

The directors have pleasure in presenting their Eighteenth Annual Report together with Audited Accounts for the year ended on 31st March, 2014

FINANCIAL RESULTS

The financial result of the company for the year under review is summarized here in below for your consideration.

Year ended on 31st March, 2014 (Rs .)

Total Income 9,14,313

Total Expenditures (1,64,575)

Depreciation 22,696

Profit / (Loss) during the year 10,56,192

In view of brought forward losses your directors do not recommend any dividend.

OPERATIONS:

The year under review was a buoyant year for the capital markets. The Bombay Sock Exchange Sensitive Index touched heights, Yours directors put in all there possible efforts to earn as much profits as possible during the year, However in the closing Stages of the year the market was not that high as expected and due to the same profits as anticipated /Planned was not earned.

CORPORATE GOVERNANCE

A separate section on corporate governance and a certificate from the Auditors of the Company regarding Compliance of Conditions of Corporate Governance as stipulated under clause 49 of the listing agreement with the Stock Exchanges, form part of annual report.

DIRECTORS:

At the ensuing annual general meeting, Shri Dashrathlal P Thakkar (DIN 00195113) & Shri Bharatkumar Ratilal Shah (DIN 00230383) Director of the company will retire by rotation and being eligible, offers himself for reappointment

DIRECTORS RESPONSIBILITY STATEMENT:

As per Section 217(2AA) of the companies Act, 1956, the Board of Directors report that:

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

2) Appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period:

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

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

AUDITORS:

M/s. ASHVIN K YAGNIK & CO, Chartered Accountants, Ahmedabad, the auditors of the company retires at the annual general meeting and is eligible for reappointment. You are requested to appoint auditors and authorize the Board of Directors to fix their remuneration.

STATUTORY INFORMATION:

As no employee of the Company was in receipt of gross remuneration of Rs.2,00,000/- or more per annum during the year, provision of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule 1957 are NIL.

The Company (Disclosure of Particulars under Report of Directors) Rule 1988, regarding the Conservation of energy, technology absorption is not applicable to the company. The Company has neither any earning nor any outflow of foreign exchange during the year under review.

In accordance with Listing Agreement with the Sock Exchanges, It is hereby confirmed that the shares of the company are listed on following Stock Exchange and there are no arrears of listing fees:

1. Ahmedabad Stock Exchange, Ahmedabad

2. Bombay Stock Exchange, Mumbai

3. Vadodara Stock Exchange, Vadodara

ACKNOWLEDGEMENT:

The Board to express it sincere appreciation to all the staff members for their contribution to the performance of the company and to valued clients, bankers and shareholders for their continued support.

For and on behalf of Board of Directors

Place: Ahmedabad Mr. Pragnesh R. Shah Date: 28/04/2014 Chairman & Managing Director

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Mar 31, 2010

The directors have pleasure in presenting their Fifteenth Annual Report together with Audited Accounts for the year ended on 31st March, 2010

FINANCIAL RESULTS

The financial result of the company for the year under review is summarized here in below for your consideration.

Year ended on 31- March, 2010

(Rs .in Lacs)

Total Income 137.19

Total Expenditures 113.96 Depreciation 0.88

Profit/(Loss) during the year 22.35

In view of brought forward losses your directors do not recommend any dividend.

OPERATIONS:

The year under review was a buoyant year for the capital markets. The Bombay Sock Exchange Sensitive Index touched heights, Yours directors put in all there possible efforts to earn as much profits as possible during the year, However in the closing Stages of the year the market was not that high as expected and due to the same profits as anticipated /Planned was not earned -

CORPORATE GOVERNANCE

A separate section on corporate governance and a certificate from the Auditors of the Company regarding Compliance of Conditions of Corporate Governance as stipulated under clause 49 of the listing agreement with the Stock Exchanges, form part of annual report.

DIRECTORS:

At the ensuing annual general meeting, Mr. Dashrath Thakkar Director of the company will retire by rotation and being eligible, offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

As per Section 217(2AA) of the companies Act, 1956, the Board of Directors report that:

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

2) Appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period:

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

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

AUDITORS:

M/s. ASH VIN K YAGNIK & CO, Chartered Accountants, Ahmedabad, the auditors of the company retires at the annual general meeting and is eligible for reappointment. You are requested to appoint auditors and authorize the Board of Directors to fix their remuneration.

STATUTORY INFORMATION:

As no employee of the Company was in receipt of gross remuneration of Rs.2,00,000/-or more per annum during the year, provision of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule 1957 are NIL. The Company (Disclosure of Particulars under Report of Directors) Rule 1988, regarding the Conservation of energy, technology absorption is not applicable to the company. The Company has neither any earning nor any outflow of foreign exchange during the year under review.

In accordance with Listing Agreement with the Sock Exchanges, It is hereby confirmed that the shares of the company are listed on following Stock Exchange and there are no arrears of listing fees:

1. Bombay Stock Exchange, Mumbai

2. Vadodara Stock Exchange, Baroda

3. Ahmedabad Stock Exchange, Ahmedabad

ACKNOWLEDGEMENT:

The Board to express it sincere appreciation to all the staff members for their contribution to the performance of the company and to valued clients, bankers and shareholders for their continued support.

For and on behalf of Board of Directors Place: Ahmedabad Mr. Pragnesh R. Shah

Date: 27/04/2010 Chairman & Managing Director