Directors Report of Classic Electricals Ltd.

Mar 31, 2025

The Board of Directors is pleased to present the Company’s 40^th Annual Report and
Company’s Audited Financial Statements for the financial year ended March 31, 2025.

1. FINANCIAL RESULTS

The Company’s financial performance for the year ended March 31, 2025 is summarized
below:

(Rupees in Lakhs)

Particulars	2024-25	2023-24
Revenue from Operations	-	-
Other income	97.94	97.57
Total Revenue	97.94	97.57
Less: Expenses
- Employee benefits Expenses	42.66	14.27
- Depreciation and amortization	2.22	2.47
- Finance cost	6.05	5.13
- Other Expenses	67.21	39.82
Total Expenses	118.14	61.70
Profit/ (Loss) before Tax	(20.20)	35.87
Tax Expenses
- Current Tax	-	7.91
- MAT Entitlement/ Set off	-
- Deferred Tax	(3.30)	8.12
- Income Tax of Earlier years	2.16	0.03
Net Profit after Tax carried Forward	(19.06)	19.83

2. RESULTS OF OPERATIONS AND STATE OF AFFAIRS OF THE
COMPANY

The Company has suffered loss of Rs. 19.06 Lakhs for the year ended 31^st March, 2025
against profit of Rs. 19.83 Lakhs in the previous year.

3. DIVIDEND

In view of losses, your Directors do not recommend any dividend and no amount is
transferred to Reserves for the financial year 2024-25.

4. MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position of
the company between end of the financial year and date of this report. There has been no
change in the nature of business of the company.

5. SHARE CAPITAL

During the year under review, the authorised capital of the company remains unchanged

i.e Rs. 5,00,00,000 divided into 50,00,000 equity shares of Rs. 10/- each.

The paid-up equity share capital increased from Rs.1,48,52,100 divided into 14,85,210
equity shares of Rs. 10/- each to Rs. 1,90,55,850 divided into 19,05,585 equity shares of
Rs. 10/- each fully paid up. The increase is pursuant to allotment of 4,20,375 Bonus
equity shares of Rs. 10/- each to the non-promoter shareholders of the Company.

6. ISSUE OF BONUS EQUITY SHARES TO NON-PROMOTERS:

During the year under review, the Company issued 4,20,375 Bonus equity shares of Rs.
10/- each to the non-promoter of the Company in the ratio 5 new equity shares for every 1
(one) existing equity shares held in the Company by capitalizing a sum not exceeding Rs
42,03,750/- (Rupees Forty Two Lakhs Three Thousand Seven Hundred and Fifty Only)
out of the free reserve and / or any other permitted reserves/ surplus of the Company to
the Non promoter Members of the Company.

The bonus shares are successfully listed on BSE Limited and are available for trading.
Upon, issue of Bonus shares the company complied with the Minimum Public share
requirement as per the SEBI Order dated 4^th June, 2013. Post issue, the Promoter and
promoter group shareholding reduced to 73.53% and Public shareholding increased to
26.47%.

7. DEPOSITS

During the year, the Company has not accepted deposits from the public falling within
the ambit of Section 73 of the Companies Act, 2013 (“Act”) and the Companies
(Acceptance of Deposits) Rules, 2014.

8. SECRETARIAL STANDARDS

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

9. DIRECTOR’S RESPONSIBILITY STATEMENT
Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2025, the
applicable accounting standards have been followed;

b) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March 31, 2025 and profit of the
Company for the year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

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

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

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

10. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All transactions with Related Parties entered in Financial Year 2024 - 2025, were in
ordinary course of business and at arm’s length basis and in accordance with the
provisions of the Act and the Rules made thereunder, the Listing Regulations and the
Company’s Policy on Related Party Transactions. During the year under review, there
were no related party transactions that may have potential conflict with the interest of the
Company at large.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013, read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, the requirement to
constitute a Corporate Social Responsibility Committee and undertake CSR activities is
not applicable to the Company for the financial year 2024-25, as the Company does not
meet prescribed thresholds under the Act.

12. RISK MANAGEMENT

The Company is not required to comply with the Regulation 21 of the SEBI (Listing
Regulations). However, the Company makes constant effort to identify, assess, report and
monitor the risk associated with the business of the Company. The policy for risk
management is updated in the website of the Company and the web link of the same is
https://www.classicelectricals.co.in/

13. INTERNAL FINANCIAL CONTROLS

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

14. PREVENTION OF INSIDER TRADING

Your Company has in place a Code of Conduct for Prohibition of Insider, which lays
Down the process for trading in securities of the Company by the Designated Persons and
to regulate, monitor and report trading by the employees of the Company either on his/her
own behalf or on behalf of any other person, on the basis of Unpublished Price Sensitive
Information. The aforementioned amended Code, as amended, is available on the website
of the Company.

All Directors on the Board and the designated employees have confirmed compliance
with the Code.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with
the Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of
Association, Mrs. Julie Mehul Shah (DIN:03500721) retires by rotation and being
eligible offers herself for re-appointment at the ensuing 40^th Annual General Meeting of
the Company. The Board of Directors on recommendation of Nomination &
Remuneration Committee has recommended her re-appointment.

In accordance with the provisions of the Companies Act, 2013, and the Company’s
Articles of Association, Mr. Rajesh Hirji Shah was re-appointed as a Managing Director
of the Company for a further term of five years w.e.f. 25/11/2024 to 24/11/2029.

During the year under review, Mr. Prashant Manharlal Parekh (DIN: 00298922) an Non -
executive Independent Director was re-appointed for second term as an Independent
Director pursuant to the provisions of Companies Act 2013 and Listing Regulations for
further period of five consecutive years with effect from conclusion of 39^th Annual

General Meeting held on 24^th September, 2024 up to the conclusion of the Annual
General Meeting to be held for the financial year ended 31st March, 2029.

Mr. Dhanesh Bipinchandra Parekh, Non-Executive & Independent Director, whose two
terms of 5 years each had expired on conclusion of the 39^th Annual General Meeting held on
24^th September, 2024 ceases to be the Director of the Company in terms of Section 149 of the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Board places its
appreciation on records for the services rendered by him during his tenure.

Mr. Ganesh Vijay Shiraskar (DIN: 10330144), was appointed as an Non Executive,
Independent Director, not be liable to retire by rotation for his first term for period of five
consecutive years with effect from the 39^th Annual General Meeting held on 24^th
September, 2024 up to the conclusion of the 44^th Annual General Meeting to be held for
the financial year ended 31^st March, 2029.

Mr. Sunil Hirji Shah continues to be the Non-Independent Director of the Company.

Mr. Rajesh Hirji Shah (DIN: 00475776), Managing Director, Mr. Sunil Hirji Shah, Chief
Financial Officer and Ms. Rupali Dhiman, Company Secretary & Compliance Officer are
the Key Managerial Personnel of your Company in accordance with the provisions of
Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) for the time being in force).

Declaration by Independent Directors:

All Independent Directors have given declarations to the effect that they meet the criteria
of independence as laid down under Section 149(6) of the Companies Act, 2013 read
with Regulation 16 of SEBI (Listing obligations and Disclosures Requirements),
Regulations 2015. In the opinion of the Board, Independent Directors fulfil the conditions
specified in the Act, Rules made there under and Listing Regulations. There has been no
change in the circumstances affecting their status as Independent Directors of the
Company.

None of the Directors disqualifies for appointment/ reappointment under Section 164 of
the Companies Act, 2013.

Evaluation of Board''s Performance:

The Company has devised a Policy for performance evaluation of the Board, Committees
and other individual Directors (including Independent Directors) which include criteria
for performance evaluation of Non-executive Directors and Executive Directors. The
evaluation process inter alia considers attendance of Directors at Board and committee
meetings, acquaintance with business, communicating inter se board members, effective
participation, domain knowledge, compliance with code of conduct, vision and strategy.

Your Company has established well defined familiarization and induction program.
Further, at the time of the appointment of an Independent Director, the Company issues a
Letter of appointment outlining his / her role, function, duties and responsibilities.

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

The report on performance evaluation of the Individual Directors was reviewed by the
Chairman of the Board and feedback was given to Directors. Pursuant to the provisions of
the Companies Act, 2013 read with the Rules issued there under and the Listing
Regulations (including any statutory modification(s) or re-enactment(s) for the time
being in force), the process for evaluation of the annual performance of the Directors /
Board / Committees was carried out.

In a separate meeting of Independent Director’s, performance of non-independent
directors, performance of the board as a whole and performance of the chairman was
evaluated, taking into account the view of executive directors and non-executive
directors. The same was discussed in the board meeting that followed the meeting of the
independent directors at which the performance of the Board, its committees and
individual directors was also discussed. Performance evaluation of independent directors
was done by the entire board excluding the independent directors being evaluated.

16. AUDITORS AND AUDITORS’ REPORT

Statutory Auditor

In accordance with provisions of Companies Act, 2013 the members at the 37^th Annual
General Meeting held on September 30, 2022 had approved appointment of M/s. A D V
& Associates (Firm Registration No - 128045W) for 5 years, till the conclusion of the
42^nd Annual General Meeting to be held in the year 2027, As per the provisions of
Section 139 of the Act, they are not disqualified from continuing as Auditors of the
company.

The Auditors of the company have not reported any instance of fraud committed against
the company by its officers or employees under Section 143(12) of the Companies Act,
2013. The Auditors’ Report for FY 2024-25 is unmodified i.e. it does not contain any
qualification, reservation or adverse remark or disclaimer.

Secretarial Auditor

Pursuant to the provisions of Section 204(1) and other applicable provisions, if any, of
the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel), Rules 2014, M/s D. Kothari & Associates,
Practicing Company Secretaries shall be appointed as Secretarial Auditor at the ensuing
40^th Annual General Meeting to be held on 30^th June, 2025, to conduct Secretarial
Audit for the period of Five consecutive years commencing from financial year 2025¬
26 and ending on financial year 2029-30 at a remuneration as may be decided by the
Board from time to time.

The Secretarial Audit report for the financial year ended on March 31, 2025 received
from M/s D. Kothari & Associates is annexed herewith and marked as “Annexure I” to
this report.

They have made above comment which includes our response to them.

1. The Company was non-compliant with regard to comply with the minimum public
shareholding requirement under the Regulation 38 of SEBI (LODR) Regulations,
2015 (Compliance with requirement of Minimum Public Shareholding (MPS). During
the year the Company has allotted 4,20,375 Equity Shares as fully paid - up Bonus
Equity shares of Rs. 10/- each to the non - promoters i.e. public Equity shareholders in
the board meeting held on 7th October, 2024 to comply with the regulation 38.

Our response to the above comment is that, as mentioned above the provisions of
Regulation 38 of SEBI LODR have been complied.

2. The Company is non-Compliant for dematerialization of Promoters shareholding
under Regulation 31(2) of SEBI (LODR) Regulations, 2015.

Our response to the above comment is that, most of the Promoter Shareholders has
already dematerialized their Shares and the pending ones will be completed shortly.

3. The Company is non-compliant for Non-submission of the Annual Report within the
period prescribed under the Regulation 34 of SEBI (LODR)Regulations, 2015

Our response to the above comment is that the same was due to oversight and it was
rectified on immediate basis.

4. The Company is non-compliant for not implemented the bonus issue (i.e.
commencement of trading) within a period of two months from the date of meeting of
Board of Directors of the Company approving the bonus issue under the Regulation
295(1) of SEBI (Issue of Capital & Disclosure Requirement) Regulations, 2018.

Our response to the above comment is that the delay was due to compliance with the
regulatory requirements that were needed to be complied to implement bonus issue.

Cost Auditor:

The provisions of Section 148 of the Companies Act, 2013, read with the
Companies (Cost Records and Audit) Rules, 2014 relating to Appointment of Cost
Auditors is not applicable to Company.

17. DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has
established connectivity with both the depositories i.e., National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the
numerous advantages offered by the Depository system, Members are requested to avail
the facility of dematerialization of shares with either of the Depositories as aforesaid. As
on March 31, 2025, 76.91% of the share capital stands dematerialized.

18. CORPORATE GOVERNANCE

Pursuant to Chapter IV of the SEBI Listing Regulations, the provision with regard to
Corporate Governance is not applicable to the Company as the paid up equity capital
does not exceed 10 crores and net worth does not exceed 25 crores as on the last day of
the previous financial year. Further, your Company aims and constantly strives in
maintaining the highest standards of Corporate Governance practices.

19. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations, top one thousand listed
entities based on market capitalization shall provide Business Responsibility and
Sustainability Report. The Company is outside the purview of top one thousand listed
entities. In view of this Business Responsibility and Sustainability Report is not
applicable.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) read with the Schedule V of the SEBI Listing Regulations,
it is required to annex Management Discussion and Analysis Report of the Company to
the Annual Report. In compliance of the above mentioned provisions, said report for the
financial year ended March 31, 2025 is annexed herewith and marked as Annexure to this
report in “Annexure II”.

21. MEETINGS OF THE BOARD AND THEIR COMMITTEES
Meetings of the Board:

Five meetings of the Board of Directors were held during the year on the following dates
i.e. 30^th May, 2024, 13^th August, 2024, 7^th October, 2024, 13^th November, 2024 and 10^th
February, 2025.

Constitution of Committees:

(1) Audit Committee:

The Company has constituted Audit Committee which comprises of following directors
namely

Name of Member	Category	Stat us	No. of Meeting entitled to attend	No. of Meeti ng attend ed
*Mr. Dhanesh Bipinchandra Parikh	Non-Executive & Independent Director	Chairman	2	2
**Mr. Prashant Manharlal Parekh	Non-Executive & Independent Director	Chairman	4	4
Mrs. Julie Mehul Shah	Non - Executive & Non Independent Director	Member	4	4
#Mr. Ganesh Vijay Shiraskar	Non-Executive & Independent Director	Member	2	2

Mr. Dhanesh Bipmchandra Parikh ceased to be member and Chairman w.e.f. 13
August, 2024.

**Mr. Prashant Manharlal Parekh was appointed as Chairman w.e.f. 13^th August, 2024.
^#Mr. Ganesh Vijay Shiraskar was appointed as member w.e.f. 13^th August, 2024.

All the recommendations made by the Audit Committee were accepted by the Board.

Four Meetings of Audit Committee was held on 30^th May, 2024, 13^th August, 2024, 13^th
November, 2024 and 10^th February, 2025.

(2) Nomination & Remuneration Committee:

The Company has constituted the Nomination & Remuneration Committee of the Board
is constituted to formulate and recommend to the Board from time to time, a
compensation structure for Managing Directors / Whole-time Directors and Managerial
Personnel of the Company.

The nomination and Remuneration Committee comprises following directors namely:

Name of Member	Category	Status	No. of Meeting entitled to attend	No. of Meeting attended
*Mr. Dhanesh Bipinchandra Parikh	Non-Executive & Independent Director	Chairman	1	1
**Mr. Prashant Manharlal Parekh	Non-Executive & Independent Director	Chairman	1	1
Mrs. Julie Mehul Shah	Non - Executive & Non¬ Independent Director	Member	1	1
#Mr. Ganesh Vijay Shiraskar	Non-Executive & Independent Director	Member	NA	NA

Mr. Dhanesh Bipinchandra Parikh ceased to be member and Chairman w.e.f. 13^th
August, 2024.

**Mr. PrashantManharlal Parekh was appointed as Chairman w.e.f. 13^th August, 2024.
^#Mr. Ganesh Vijay Shiraskar was appointed as member w.e.f. 13^th August, 2024.

One Meeting of the Nomination and Remuneration Committee was held on 13^th August,
2024.

(3) Stakeholders Relationship Committee:

The Company has constituted stakeholders Committee comprises of following directors
namely:

Name of Member	Category	Status	No. of Meeting entitled to attend	No. of Meeting attended
*Mr. Dhanesh Bipinchandra Parikh	Non-Executive & Independent Director	Chairman	NA	NA
**Mr. Prashant Manharlal Parekh	Non-Executive & Independent Director	Chairman	1	1
Mrs. Julie Mehul Shah	Non - Executive & Non¬ Independent Director	Member	1	1

#Mr. Ganesh Vijay	Non-Executive &	Member	1	1
Shiraskar	Independent Director

Mr. Dhanesh Bipinchandra Parikh ceased to be member and Chairman w.e.j. 13
August, 2024.

**Mr. PrashantManharlal Parekh was appointed as Chairman w.e.j. 13^th August, 2024.
^#Mr. Ganesh Vijay Shiraskar was appointed as member w.e.j. 13^th August, 2024.

One Meeting of the Stakeholder Relationship Committee was held on 13^th November,
2024.

(4) Independent Directors Meeting:

In compliance with the provisions of Secretarial Standards, Companies Act, 2013 and the
SEBI Listing Regulations, separate meeting of Independent Directors was held and the
following agenda item were considered at the meeting:

a) Review the performance of Non - Independent Directors and the Board of
Directors as a whole;

b) Review performance of the Chairman, taking into account the views of the
Executive Directors and Non - Executive Directors;

c) Assess the quality, quantity and timelines of flow of information between the
Company Management and the Board that is necessary for the Board to
effectively and reasonably perform their duties.

One Independent Committee Meeting was held on 10^th February, 2025.

22. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL
PERSONNEL AND OTHER EMPLOYEES:

The Company has in place appropriate policy on Directors’ appointment and
remuneration as required under Section 178(3) of the Act, which has been uploaded on
the Company’s website and web link of the same is https://www.classicelectricals.co.in/

23. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE
ATTRIBUTES, INDEPENDENCE OF AN INDEPENDENT DIRECTOR
AND CRITERIA FOR EVALUATION :

The Company has in place appropriate policy for determining qualifications, positive
attributes, independence of an Independent Director, which has been uploaded on the
Company’s website and web link of the same https://www.classicelectricals.co.in/.

24. VIGIL MECHANISM:

The Company has established a vigil mechanism and oversees through the Audit
Committee, the genuine concerns expressed by the employees and other Directors. The
Company has also provided adequate safeguards against victimization of Employees and
Directors who express their concerns. The Company has also provided direct access to
the Chairman of the Audit Committee on reporting issues concerning the interests of
Company’s employees and the Company. The Vigil Mechanism Policy is available on
Company’s website https://www.classicelectricals.co.in/.

25. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
GUARANTEES GIVEN AND SECURITIES PROVIDED:

The full details of loans given and guarantees given have been provided in the notes to
the financial statement for the year ended March 31, 2025. There are no Investments
made by the Company as at March 31, 2025. The Company has not provided any security
during the year.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The Statement on conservation of Energy, technology absorption foreign exchange
earnings and out go is given in the “Annexure III” to this report.

27. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company for the year ended 31^st March, 2025 prepared in
compliance with Section 92 of the Companies Act, 2013 and related Rules in prescribed
Form No. MGT 7 is placed on the website of the Company and can be accessed at the
web link: www.classicelectricals.co.in

28. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The total number of permanent employees as on March 31, 2025 was 3. The Company
has not employed any individual whose remuneration falls within the purview of the
limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read
with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. The information required under Section 197 of the Act read with
rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are in “Annexure IV”.

The Company does not have any employee whose particulars are required to be disclosed
in terms of the provisions of Section 197(12) of the act read with Rule 5(2) and 5(3) of

the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014,
hence furnishing of the same does not arise.

29. MARKET CAPITALIZATION AND PE RATIO:

Market Capitalization as on March 31, 2024 Rs. 230.20 Lakhs
Market Capitalization as on March 31, 2025 Rs. 295.37 Lakhs

PE ratio as on March 31, 2024 ........ 14.90

PE ratio as on March 31, 2025 ........(15.50)

The shares of the Company are not ordinarily traded on BSE.

Note on Market Capitalisation and P/E Ratio (as per SEBI Disclosure Requirements):

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, the
Company is required to disclose certain financial ratios and market-based indicators.
However, the equity shares of the Company are not actively traded on the stock
exchange. Consequently, the market capitalisation and price-to-earnings (P/E) ratio
derived from such limited trading data may not be reliable indicators of the Company’s
valuation.

Further, due to the absence of active trading, the Bombay Stock Exchange (BSE) has not
adjusted the indicative market price of the shares to reflect the recent bonus issue. This
has resulted in an overstated and potentially misleading market capitalisation.
Stakeholders and investors are therefore advised to exercise caution.

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

No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Company’s operations in future.

31. REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and/ or Board under Section 143(12)
of Act and Rules framed thereunder.

32. PREVENTION OF SEXUAL HARASSMENT IN THE COMPANY:

The Company values the dignity of individuals and strives to provide a safe and
respectable work environment to all its employees. The Company is committed to
providing an environment, which is free of discrimination, intimidation and abuse. All
employees are covered under this policy.

In terms of Section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, we report that, during 2024-25, no case has been
reported under the said act.

33. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following
items as the provisions were not applicable to the company or there were no transactions
on these items during the year under review: -

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

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

- The Company does not have any subsidiaries, hence, the question of receiving
remuneration or commission by the Managing Directors or Whole Time Directors of
the Company from subsidiary does not arise.

- The details of the top ten employees and employees who were drawing remuneration
in excess of limits prescribed under Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 read with Section 197 of the
Companies Act, 2013.

- The Company has not issued any sweat equity shares during the year under review
and hence no information as per provisions of Section 54(1)(d) of the Act read with
Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

- The Company has not issued any equity shares under Employees Stock Option
Scheme during the year under review and hence no information as per provisions of
Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

- Maintenance of cost records as specified by the Central Government under sub¬
section (1) of section 148 of the Companies Act, 2013, is not applicable and not
required by the Company.

- No application has been made and no proceeding is pending under the Insolvency and
Bankruptcy Code, 2016.

- There were no instance of one-time settlement with banks or financial institutions and
hence the differences in valuation as enumerated under Rule 8(5)(xii) of Companies
(Accounts) Rules, 2014, as amended, do not arise.

34. ACKNOWLEDGEMENT

The Board of Directors would like to express the sincere appreciation for the assistance
and cooperation received from banks, government authorities and members during the

year under review. The Board of Directors also wish to place on record its deep sense of
appreciation for the committed services by the Company’s executives, staff and workers

For and on behalf of the Board of Directors

Rajesh H. Shah Julie Shah

Managing Director Director

DIN: 00475776 DIN: 03500721

Date: 20^th May, 2025
Place: Mumbai

---

Mar 31, 2024

The Board of Directors is pleased to present the Company’s 39^th annual report and
Company’s Audited Financial Statements for the financial year ended March 31, 2024.

1. FINANCIAL RESULTS

The Company’s financial performance for the year ended March 31, 2024 is summarized
below:

(Rupees in Lakhs)

Particulars	2023-24	2022-23
Revenue from Operations	-	-
Other income	97.57	111.26
Total Revenue	97.57	111.26
Less: Expenses
- Employee benefits Expenses	14.27	11.38
- Depreciation and amortization	2.47	2.86
- Finance cost	5.13	4.66
- Other Expenses	39.82	28.85
Total Expenses	61.70	47.76
Profit/ (Loss) before Tax	35.87	63.49
Tax Expenses
- Current Tax	7.91	14.95
- MAT Entitlement/ Set off
- Deferred Tax	8.12	(0.71)
- Earlier years	0.03	4.98
Net Profit after Tax carried Forward	19.83	44.28

2. RESULTS OF OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY

The Company has earned profit of Rs. 19.83 Lakhs for the year ended 31^st March, 2024
against profit of Rs. 44.28 Lakhs in the previous year.

3. DIVIDEND

Your Directors do not recommend any dividend and no amount is transferred to Reserves for
the financial year 2023-24.

4. MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position of the
company between end of the financial year and date of this report. There has been no change
in the nature of business of the company.

5. ISSUE OF BONUS EQUITY SHARES TO NON-PROMOTERS:

Presently, the Shareholding of Promoters is 94.30%. In accordance with the SEBI Order
dated 4th June, 2013 and subsequent directions of SEBI, the Company is required to increase
the Minimum Public Shareholding (MPS) to 25% by inter alia issuing Bonus Shares to the
Non promoter shareholders of the Company and promoter foregoing their entitlement of
bonus shares.

Accordingly, the Board of Directors of the Company in their meeting held on 13 th August,
2024, pursuant to the provisions of Section 63 of the Companies Act, 2013, has proposed
Issue of Bonus Shares in the ratio of 5 (Five) fully paid - up bonus equity shares of Rs 10/-
(Rupees Ten) each for every 1 (One) existing fully paid-up equity share of Rs 10 /- (Rupees
Ten) each by capitalizing a sum not exceeding Rs 42,03,750/- (Rupees Forty Two Lakhs
Three Thousand Seven Hundred and Fifty Only) from and out of the free reserve and / or any
other permitted reserves/ surplus of the Company to the Non promoter Members of the
Company, subject to approval of shareholders at the ensuing Annual General Meeting of the
Company to be held on 24^th September, 2024.

6. DEPOSITS

During the year, the Company has not accepted deposits from the public falling within the
ambit of Section 73 of the Companies Act, 2013 (“Act”) and the Companies (Acceptance of
Deposits) Rules, 2014.

7. SECRETARIAL STANDARDS

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

8. DIRECTOR’S RESPONSIBILITY STATEMENT
Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2024, the
applicable accounting standards have been followed;

b) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as at March 31, 2024 and profit of the Company for
the year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

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

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

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

9. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All transactions with Related Parties entered in Financial Year 2023 - 2024, were in ordinary
course of business and at arm’s length basis and in accordance with the provisions of the Act
and the Rules made thereunder, the Listing Regulations and the Company’s Policy on
Related Party Transactions. During the year under review, there were no related party
transactions that may have potential conflict with the interest of the Company at large.

10. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions relating to Corporate Social Responsibility (CSR) under section 135 of the
Companies Act, 2013 are not applicable to the Company.

11. RISK MANAGEMENT

The Company is not required to comply with the Regulation 21 of the SEBI (Listing
Regulations). However, the Company makes constant effort to identify, assess, report and
monitor the risk associated with the business of the Company. The policy for risk
management is updated in the website of the Company and the web link of the same is
https://www.classicelectricals.co.in/

12. INTERNAL FINANCIAL CONTROLS

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

13. PREVENTION OF INSIDER TRADING

Your Company has in place a Code of Conduct for Prohibition of Insider, which lays Down
the process for trading in securities of the Company by the Designated Persons and to
regulate, monitor and report trading by the employees of the Company either on his/her own
behalf or on behalf of any other person, on the basis of Unpublished Price Sensitive
Information. The aforementioned amended Code, as amended, is available on the website of
the Company.

All Directors on the Board and the designated employees have confirmed compliance with
the Code.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the
Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of
Association, Mr. Rajesh Hirji Shah (DIN: 00475776) retires by rotation and being eligible
offers himself for re-appointment at the ensuing 39th Annual General Meeting of the
Company. The Board of Directors on recommendation of Nomination & Remuneration
Committee has recommended his re-appointment.

In accordance with the provisions of the Companies Act, 2013, and the Company’s Articles
of Association, Mr. Rajesh Hirji Shah is re-appointed as a Managing Director of the
Company for a further term of five years w.e.f. 25/11/2024 to 24/11/2029. The brief profile
of the Mr. Rajesh Hirji Shah and other related information has been detailed in the Notice
convening the ensuing AGM. Your Directors recommends his re-appointment as Executive
Director of your Company for the consideration of the Members of the Company at the
forthcoming Annual General Meeting.

Based on the performance evaluation carried out by the Nomination and Remuneration
Committee and on their recommendation and subject to approval of members of the
company, Mr. Prashant Manharlal Parekh (DIN: 00298922) an Non - executive Independent
Director is proposed to be re-appointed for second term as Independent Director pursuant to
the provisions of Companies Act 2013 and Listing Regulations. The Board of Directors
recommends his re-appointment by the way of special resolution and attention of the
members is invited to the relevant items in the Notice convening the 39th AGM and the
explanatory statement thereto.

Mr. Prashant Manharlal Parekh (DIN: 00298922) will hold office for the further period of
five consecutive years with effect from this 39th Annual General Meeting held for the
financial year ended 31st March, 2024 up to the conclusion of the Annual General Meeting to
be held for the financial year ended 31st March, 2029.

Mr. Dhanesh Bipinchandra Parekh, Non-Executive & Independent Director, whose two
terms of 5 years each will be expiring on conclusion of the ensuing Annual General Meeting
to be held for the financial year ended 31st March, 2024, ceases to be the Director of the
Company in terms of Section 149 of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015. The Board places its appreciation on records for the services rendered by
him during his tenure.

The Company has received declaration from Mr. Ganesh Vijay Shiraskar (DIN: 10330144),
confirming that he meets the criteria of independence prescribed under the act and the listing
regulations and subject to approval of members of the company, Mr. Ganesh Vijay Shiraskar
(DIN: 10330144) is proposed to be appointed as an Non Executive, Independent Director,
not be liable to retire by rotation for his first term for period of five consecutive years with
effect from this ensuing 39th Annual General Meeting held for the financial year ended 31st
March, 2024 up to the conclusion of the 44th Annual General Meeting to be held for the
financial year ended 31st March, 2029.

Mrs Julie Mehul Shah and Mr Sunil Hirji Shah continue to be the Non Independent
Directors.

Mr Sunil Hirji Shah continues to be the Chief Financial Officer of the Company with effect
from 26th March 2015.

Mr. Rajesh Hirji Shah (DIN: 00475776), Managing Director, Mr. Sunil Hirji Shah, Chief
Financial Officer and Ms. Rupali Dhiman, Company Secretary & Compliance Officer are the
Key Managerial Personnel of your Company in accordance with the provisions of Sections
2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s)
or re-enactment(s) for the time being in force).

Declaration by Independent Directors:

All Independent Directors have given declarations to the effect that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 read with
Regulation 16 of SEBI (Listing obligations and Disclosures Requirements), Regulations
2015. In the opinion of the Board, Independent Directors fulfil the conditions specified in the
Act, Rules made there under and Listing Regulations. There has been no change in the
circumstances affecting their status as Independent Directors of the Company.

None of the Directors disqualifies for appointment/ reappointment under Section 164 of the
Companies Act, 2013.

Evaluation of Board''s Performance:

The Company has devised a Policy for performance evaluation of the Board, Committees and
other individual Directors (including Independent Directors) which include criteria for
performance evaluation of Non-executive Directors and Executive Directors. The evaluation
process inter alia considers attendance of Directors at Board and committee meetings,
acquaintance with business, communicating inter se board members, effective participation,
domain knowledge, compliance with code of conduct, vision and strategy.

Your Company has established well defined familiarization and induction program. Further,
at the time of the appointment of an Independent Director, the Company issues a Letter of
appointment outlining his / her role, function, duties and responsibilities.

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

The report on performance evaluation of the Individual Directors was reviewed by the
Chairman of the Board and feedback was given to Directors. Pursuant to the provisions of the
Companies Act, 2013 read with the Rules issued there under and the Listing Regulations
(including any statutory modification(s) or re-enactment(s) for the time being in force), the
process for evaluation of the annual performance of the Directors / Board / Committees was
carried out.

In a separate meeting of Independent Director’s, performance of non-independent directors,
performance of the board as a whole and performance of the chairman was evaluated, taking
into account the view of executive directors and non-executive directors. The same was
discussed in the board meeting that followed the meeting of the independent directors at
which the performance of the Board, its committees and individual directors was also
discussed. Performance evaluation of independent directors was done by the entire board
excluding the independent directors being evaluated.

15. AUDITORS AND AUDITORS’ REPORT

Statutory Auditor

In accordance with provisions of Companies Act, 2013 the members at the 37^th Annual
General Meeting held on September 30, 2022 had approved appointment of M/s. A D V &
Associates (Firm Registration No - 128045W) for 5 years, till the conclusion of the 42^nd
Annual General Meeting to be held in the year 2027, As per the provisions of Section 139 of
the Act, they are not disqualified from continuing as Auditors of the company.

The Auditors of the company have not reported any instance of fraud committed against the
company by its officers or employees under Section 143(12) of the Companies Act, 2013.
The Auditors’ Report for FY 2023-24 is unmodified i.e. it does not contain any qualification,
reservation or adverse remark or disclaimer.

Secretarial Auditor

The Board has appointed M/s. D. Kothari & Associates, Practicing Company Secretary to
conduct the Secretarial Audit. The Secretarial Audit report for the financial year ended
March 31, 2024 is annexed herewith and marked as “Annexure I” to this report.

They have made above comment which includes our response to them.

1. The Company has yet to comply with the minimum public shareholding requirement under
the Regulation 38 of SEBI (LODR) Regulations, 2015 (Compliance with requirement of
Minimum Public Shareholding (MPS).

Our response to the above comment is that, the Board at its Meeting held on 13^th August,
2024 has proposed to Issue Bonus Shares to the Non promoter members of the Company to
comply with the above requirement.

2. The Company is non-Compliant for dematerialization of Promoters shareholding under
Regulation 31(2) of SEBI (LODR)Regulations, 2015

Our response to the above comment is that, most of the Promoter Shareholders has already
dematerialized their Shares.

Cost Auditor:

Appointment of cost auditors is not applicable to company.

16. DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has
established connectivity with both the depositories i.e., National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the
numerous advantages offered by the Depository system, Members are requested to avail the
facility of dematerialization of shares with either of the Depositories as aforesaid. As on
March 31, 2024, 43.70% of the share capital stands dematerialized.

17. CORPORATE GOVERNANCE

Pursuant to Chapter IV of the SEBI Listing Regulations, the provision with regard to
Corporate Governance is not applicable to the Company as the paid up equity capital does
not exceed 10 crores and net worth does not exceed 25 crores as on the last day of the
previous financial year. Further your Company aims and constantly strives in maintaining the
highest standards of Corporate Governance practices.

18. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations, top one thousand listed entities
based on market capitalization shall provide Business Responsibility and Sustainability
Report. The Company is outside the purview of top one thousand listed entities. In view of
this Business Responsibility and Sustainability Report is not applicable.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) read with the Schedule V of the SEBI Listing Regulations, it is
required to annex Management Discussion and Analysis Report of the Company to the
Annual Report. In compliance of the above mentioned provisions, said report for the
financial year ended March 31, 2024 is annexed herewith and marked as Annexure to this
report in “Annexure II”.

20. MEETINGS OF THE BOARD AND THEIR COMMITTEES
Meetings of the Board:

Four meetings of the Board of Directors were held during the year on the following dates i.e.
May 30, 2023, August 9, 2023, November 9, 2023 and February 9, 2024.

Constitution of Committees:

(1) Audit Committee:

The Company has constituted Audit Committee which comprises of following directors
namely:

Name of Member	Category	Status	No. of Meeting entitled to attend	No. of Meeting attended
Mr. Dhanesh Bipin Parikh	Non-Executive & Independent Director	Chairman	4	4
Mr. Prashant Manharlal Parekh	Non-Executive & Independent Director	Member	4	4
Mrs. Julie Mehul Shah	Non - Executive & Non Independent	Member	4	4

Director

All the recommendations made by the Audit Committee were accepted by the Board.

Four Meetings of Audit Committee was held on May 30, 2023, August 9, 2023, November 9,
2023 and February 9, 2024.

(2) Nomination & Remuneration Committee:

The Company has constituted the Nomination & Remuneration Committee of the Board is
constituted to formulate and recommend to the Board from time to time, a compensation
structure for Managing Directors / Whole-time Directors and Managerial Personnel of the
Company.

The nomination and Remuneration Committee comprises following directors namely:

Name of Member	Category	Status	No. of Meeting entitled to attend	No. of Meeting attended
Mr. Dhanesh Bipin Parikh	Non-Executive & Independent Director	Chairman	1	1
Mr. Prashant Manharlal Parekh	Non-Executive & Independent Director	Member	1	1
Mrs. Julie Mehul Shah	Non - Executive & Non Independent Director	Member	1	1

One Meeting of the Nomination and Remuneration Committee was held on August 9, 2023.

(3) Stakeholders Relationship Committee:

The Company has constituted stakeholders Committee comprises of following directors
namely:

Name of Member	Category	Status	No. of Meeting entitled to attend	No. of Meeting attended
Mr. Dhanesh Bipin	Non-Executive &	Chairman	1	1
Parikh	Independent
	Director

Mr. Prashant Manharlal Parekh	Non-Executive & Independent Director	Member	1	1
Mrs. Julie Mehul Shah	Non - Executive & Non Independent Director	Member	1	1

One Meeting of the Stakeholder Relationship Committee was held on February 9, 2024.

(4) Independent Directors Meeting:

In compliance with the provisions of Secretarial Standards, Companies Act, 2013 and the
SEBI Listing Regulations, separate meeting of Independent Directors was held and the
following agenda item were considered at the meeting:

a) Review the performance of Non - Independent Directors and the Board of Directors
as a whole;

b) Review performance of the Chairman, taking into account the views of the Executive
Directors and Non - Executive Directors;

c) Assess the quality, quantity and timelines of flow of information between the
Company Management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.

One Independent Committee Meeting was held on February 9, 2024.

21. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL
PERSONNEL AND OTHER EMPLOYEES:

The Company has in place appropriate policy on Directors’ appointment and remuneration as
required under Section 178(3) of the Act, which has been uploaded on the Company’s
website and web link of the same is https://www.classicelectricals.co.in/

22. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE
ATTRIBUTES, INDEPENDENCE OF AN INDEPENDENT DIRECTOR AND
CRITERIA FOR EVALUATION :

The Company has in place appropriate policy for determining qualifications, positive
attributes, independence of an Independent Director, which has been uploaded on the
Company’s website and web link of the same https://www.classicelectricals.co.in/.

23. VIGIL MECHANISM:

The Company has established a vigil mechanism and oversees through the Audit Committee,
the genuine concerns expressed by the employees and other Directors. The Company has also
provided adequate safeguards against victimization of Employees and Directors who express
their concerns. The Company has also provided direct access to the Chairman of the Audit
Committee on reporting issues concerning the interests of Company’s employees and the
Company. The Vigil Mechanism Policy is available on Company’s website
https://www.classicelectricals.co.in/.

24. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES
GIVEN AND SECURITIES PROVIDED:

The full details of loans given and guarantees given have been provided in the notes to the
financial statement for the year ended March 31, 2024. There are no Investments made by the
Company as at March 31, 2024. The Company has not provided any security during the year.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The Statement on conservation of Energy, technology absorption foreign exchange earnings
and out go is given in the “Annexure III” to this report.

26. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company for the year ended 31^st March, 2024 prepared in
compliance with Section 92 of the Companies Act, 2013 and related Rules in prescribed
Form No. MGT 7 is placed on the website of the Company and can be accessed at the web
link: www.classicelectricals.co.in

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The total number of permanent employees as on March 31, 2024 was 5 .The Company has
not employed any individual whose remuneration falls within the purview of the limits
prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014. The information required under Section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are in
“Annexure IV”.

Market Capitalization as on March 31, 2023 Rs. 230.20 Lakhs
Market Capitalization as on March 31, 2024 Rs. 230.20 Lakhs

There is no change in market capitalization

PE ratio as on March 31, 2023 ........Rs. 05.20

PE ratio as on March 31, 2024 ........Rs. 11.65

The shares of the Company are not ordinarily traded on BSE.

The Company does not have any employee whose particulars are required to be disclosed in
terms of the provisions of Section 197(12) of the act read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, hence
furnishing of the same does not arise.

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

No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Company’s operations in future.

29. REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory
Auditors to report to the Audit Committee and/ or Board under Section 143(12) of Act and
Rules framed thereunder.

30. PREVENTION OF SEXUAL HARASSMENT IN THE COMPANY:

The Company values the dignity of individuals and strives to provide a safe and respectable
work environment to all its employees. The Company is committed to providing an
environment, which is free of discrimination, intimidation and abuse. All employees are
covered under this policy.

In terms of Section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, we report that, during 2023-24, no case has been
reported under the said act.

31. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following
items as the provisions were not applicable to the company or there were no transactions on
these items during the year under review: -

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

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

- The Company does not have any subsidiaries, hence, the question of receiving
remuneration or commission by the Managing Directors or Whole Time Directors of the
Company from subsidiary does not arise.

- The details of the top ten employees and employees who were drawing remuneration in
excess of limits prescribed under Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 read with Section 197 of the
Companies Act, 2013.

- The Company has not issued any sweat equity shares during the year under review and
hence no information as per provisions of Section 54(1)(d) of the Act read with Rule
8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

- The Company has not issued any equity shares under Employees Stock Option Scheme
during the year under review and hence no information as per provisions of Section
62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)
Rules, 2014 is furnished.

- Maintenance of cost records as specified by the Central Government under sub-section
(1) of section 148 of the Companies Act, 2013, is not applicable and not required by the
Company.

- No application has been made and no proceeding is pending under the Insolvency and
Bankruptcy Code, 2016.

- There were no instance of one-time settlement with banks or financial institutions and
hence the differences in valuation as enumerated under Rule 8(5)(xii) of Companies
(Accounts) Rules, 2014, as amended, do not arise.

32. ACKNOWLEDGEMENT

The Board of Directors would like to express the sincere appreciation for the assistance and
cooperation received from banks, government authorities and members during the year under
review. The Board of Directors also wish to place on record its deep sense of appreciation for
the committed services by the Company’s executives, staff and workers

For and on behalf of the Board of Directors

Rajesh H. Shah Dhanesh B. Parikh

Managing Director Director

DIN: 00475776 DIN: 00676930

Sunil H. Shah
Director & CFO
DIN:02775683

Date: 13^th August, 2024
Place: Mumbai

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Mar 31, 2014

Dear Members

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

Financial Results:

(Rs. in lacs)

2013-14 2012-13

Revenue from operation 0.00 0.75

Interest & Other Income 29.14 89.24

29.14 89.99

Profit before Depreciation 00.61 11.22

Less: Depreciation 5.66 19.81

Profit/(Loss) before taxation (5.05) (8.59)

Add: Deferred tax Assets/(liability) 3.82 (19.66)

(1.23) (28.25)

Add/(Less): Income Tax of earlier year - (2.45)

Net Profit/(Loss) for the year (1.23) (30.70)

Add: Balance of Profit & Loss a/c. b/f. from Previous Year 307.27 337.97

Balance Carried to Balance Sheet 306.04 307.27

Dividend:

The directors do not recommend any dividend for the year under report in view of the loss tor the year.

Directorate:

Mr. Jadavji Lalji Shah, retires by rotation and being eligible offer himself for the re appointment as director of the Company. You requested to appoint him as director of the Company.

Particulars of Employees:

The Company did not employ anybody drawing remuneration of Rs. 60,00,000/- or more per annum or Rs. 5,00,000/- or more per month and hence the question of providing information under section 217(2A) of the Companies Act, 1956 does not arise.

Disclosures of particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo:

Particulars regarding conservation of energy, technology absorption as required pursuant to Section 217 (1)(e) of the Companies Act, 1956 as amended are not given since the said section is not applicable to the company.

Foreign exchange earnings: Nil

Foreign exchange out go: Nil

Directors'' responsibility statement:

Pursuant to the provision of Sub-Section (2AA) of section 217 of the companies Act, 1956 your directors confirm:

i. That in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards had been followed with no material departures there from.

ii. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2014 and of Loss of the Company for that period;

iii. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. That the Directors had prepared the annual accounts as on 31st March, 2014 on a going concern basis.

Compliance certificate:

A compliance certificate from D. Kothari & Associates, Practicing Company Secretaries, that the company has complied with all the provisions of the Companies Act, 1956, pursuant to section 383A of the Companies Act, 1956 as amended is attached herewith and forms part of this report.

Alteration in articles of Association of the company:

The special resolution for altering the Articles of Association of the Company substituting the new Articles of Association in place of the existing Articles of Association based on Table ''F'' of the Companies Act, 2013, which sets out the model Articles of Association for a company limited by shares, is proposed for the approval of the members at the ensuing Annual General Meeting.

Auditors:

M/s. A.C. Modi & Associates, Chartered Accountants, present Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment as Auditors of the Company. You are requested to appoint Auditors of the Company and fix their remuneration.

Appreciation:

Your Directors take this opportunity to place on record their appreciation for the support that the Company has received from the Bankers and Shareholders.

For and on behalf of the Board Directors

MUMBAI Dated: 30th May, 2014

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Mar 31, 2013

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

Financial Results:

(Rs. in lacs)

2012-13 2011-2012

Revenue from operation 0.75

Interest & Other Income 89.24 62.19

89.99 62.19

Profit before Interest & Depreciation 11.22 53.31

Less: Interest

Profit/(Loss) before Depreciation 11.22 53.31

Less: Depredation 19.81 27.79

Profit/(Loss) before taxation (8.59) 25.52

Less: Provision for Income Tax 10.10

(8.59) 15.42

Add: Deferred tax Assets/(liability) (19.66) 12.30

(28.25) 27.72

AddZ(Less): Income Tax of earlier year (2.45) 00.16

Net Profit /(Loss) for the year (30.70) 27.88

Add: Balance of Profit & Loss a/c. b/f. from Previous Year 337.97 310.09

Balance Carried to Balance Sheet 307.27 337.97

Dividend:

The directors do not recommend any dividend for the year under report in view of the loss for the year.

Directorate:

Mr. Sanjay Damji Shah, retires by rotation and being eligible offer himself for the re appointment as director of the Company. You requested to appoint him as director of the Company.

Particulars of Employees:

The Company did not employ anybody drawing remuneration of Rs. 60,00,000/- or more per annum or Rs. 5,00,000/- or more per month and hence the question of providing information under section 217(2A) of the Companies Act, 1956 does not arise.

Public Deposits:

The Company has not accepted any Fixed Deposits within the meaning of section 58A of the companies act, 1956.

Disclosures of particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo :_

Particulars regarding conservation of energy, technology absorption as required pursuant to Section 217 (1)(e) of the Companies Act,1956 as amended are not given since the said section is not applicable to the company.

Foreign exchange earnings: Nil

Foreign exchange out go: Nil

Directors'' responsibility statement;

Pursuant to the provision of Sub-Section (2AA) of section 217 of the companies Act, 1956 your directors confirm:

i. That in the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards had been followed with no material departures there from.

ii. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2013 and of Loss of the Company for that period;

iii. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. That the Directors had prepared the annual accounts as on 31st March, 2013 on a going concern basis.

Compliance certificate:

A compliance certificate from D. Kothari & Associates, Practicing Company Secretaries, that the company has complied with all the provisions of the Companies Act, 1956, pursuant to section 383A of the Companies Act, 1956 as amended is attached herewith and forms part of this report.

Auditors:

M/s. A.C. Modi 8t Associates, Chartered Accountants, present Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment as Auditors of the Company. You are requested to appoint Auditors of the Company and fix their remuneration.

Appreciation:

Your Directors take this opportunity to place on record their appreciation for the support that the Company has received from the Bankers and Shareholders.

For and on behalf of the Board

Jadavji L. Shah )

Directors Mehul J. Shah )

MUMBAI

Dated: 30th May,2013.

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Mar 31, 2012

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

Financial Results: (Rs. in lacs) 2011-2012 2010-2011

Interest & Other Income 62.19 30.89

62.19 30.89

Profit before Interest & Depreciation 53.31 8.27

Less: Interest - 0.26

Profit/(Loss) before Depreciation 53.31 8.01

Less: Depreciation 27.79 25.73

Profit/(Loss) before taxation 25.52 (17.72)

Less: Provision for Income Tax 10.10 1.00

15.42 (18.72)

Add: Deferred tax Assets/( liability) 12.30 12.58

27.72 (6.14)

Add(Less): Income Tax of earlier year 00.16 -

Net Profit / (Loss) for the year 27.88 (6.14)

Add: Balance of Profit & Loss a/c. b/f. from Previous Year 310.09 316.23

Balance Carried to Balance Sheet 337.97 310.09

Dividend:

In order to conserve the resources for the long term financial needs of the company, the directors do not recommend any dividend for the year.

Directorate:

Mr. Mehul J. Shah, retires by rotation and being eligible offer himself for the re appointment as director of the Company. You requested to appoint him as director of the Company.

Particulars of Employees:

The Company did not employ anybody drawing remuneration of Rs. 60,00,000/- or more per annum or Rs. 5,00,000/- or more per month and hence the question of providing information under section 217(2A) of the Companies Act, 1956 does not arise.

Public Deposits:

The Company has not accepted any Fixed Deposits within the meaning of section 58A of the companies act, 1956.

Disclosures of particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo:-

Particulars regarding conservation of energy, technology absorption as required pursuant to Section 217 (1)(e) of the Companies Act,1956 as amended are not given since the said section is not applicable to the company.

Foreign exchange earnings: Nil

Foreign exchange out go: Nil

Directors' responsibility statement:

Pursuant to the provision of Sub-Section (2AA) of section 217 of the companies Act, 1956 your directors confirm:

i. That in the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards had been followed with no material departures there from.

ii. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2012 and of profit of the Company for that period;

iii. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. That the Directors had prepared the annual accounts as on 31st March, 2012 on a ' going concern basis.

Compliance certificate:

A compliance certificate from D. Kothari & Associates, Practicing Company Secretaries, that the company has complied with all the provisions of the Companies Act, 1956, pursuant to section 383A of the Companies Act, 1956 as amended is attached herewith and forms part of this report.

Auditors:

M/s. A.C. Modi & Associates, Chartered Accountants, present Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment as Auditors of the Company. You are requested to appoint Auditors of the Company and fix their remuneration.

Appreciation:

Your Directors take this opportunity to place on record their appreciation for the support that the Company has received from the Bankers and Shareholders.

For and on behalf of the Board

Jadavji L. Shah

Director Sanjay D. Shah

MUMBAI

Dated: 11th July, 2012.

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Mar 31, 2010

The Directors have pleasure in presenting their Annual Report together with the Audited Statement Accounts for the year ended 31st March, 2010.

Financial Results:

(Rs. in lacs)

2009-2010 2008-2009

Interest & Other Income 209.57 175.61

209.57 175.61

Profit before Interest & Depreciation 160.37 153.47

Less: Interest - 0.88

Profit/(Loss) before Depreciation 160.37 152.59

Less: Depreciation 29.37 34.28

Profit/(Loss) before taxation1 31.00 118.31

Less: Provision for Income Tax 48.50 26.75

Provision for Fringe Benefit Tax - 00.06

82.50 91.50

Add: Deferred tax liability 5.63 (03.03)

88.138 8.47

Less/(Add): Income Tax of earlier year 0.94 -

Less: Fringe Benefit Tax of earlier year - -

Net Profit/(Loss) for the year 87.198 8.47

Add: Balance of Profit & Loss a/c. b/f. from Previous Year 229.04 140.57

Balance Carried to Balance Sheet 316.23 229.04

Dividend:

In order to conserve the resources for the long term financial needs of the company, the directors do not recommend any dividend for the year.

Directorate:

Mr. Jadavji L. Shah, Mr. Mehul J Shah and Mr. Sanjay D. Shah have been appointed as additional directors of the Company by the board of directors pursuant to section 260 of the Companies Act, 1956 and they hold the office until the date of the ensuing annual general meeting. You are requested to appoint them as directors of the Company. Mr. Vinod C. Ambani, Mr. Chandrakant D. Shah and Mr. Sagar R. Jetly resigned as directors of the Company with effect from 1st July, 2010. The directors have placed on record the appreciation services rendered by them during their association with the Company.

Particulars of Employees:

The Company did not employ anybody drawing remuneration of Rs. 24,00,000/- or more per annum or Rs. 200,000/- or more per month and hence the question of providing information under section 217(2A) of the Companies Act, 1956 does not arise.

Public Deposits:

The Company has not accepted any Fixed Deposits within the meaning of section 58A of the companies act, 1956.

Disclosures of particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo Particulars regarding conservation of energy, technology absorption as required pursuant to Section 217 (l)(e) of the Companies Act,1956 as amended are not given since the said section is not applicable to the company.

Foreign exchange earnings: Nil

Foreign exchange out go: Nil

Directors responsibility statement:

Pursuant to the provision of Sub-Section (2AA) of section 217 of the companies Act, 1956 your directors confirm:

i) That in the preparation of the annual accounts for the year ended 31st March, 2010 , the applicable accounting standards had been followed with no material departures there from.

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2010 and of profit of the Company for that period;

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

iv) That the Directors had prepared the annual accounts as on 31st March, 2010 on a going concern basis.

Compliance certificate:

A compliance certificate from D. Kothari & Associates, Practicing Company Secretaries, that the company has complied with all the provisions of the Companies Act, 1956, pursuant to section 3 83 A of the Companies Act, 1956 as amended is attached herewith and forms part of this report.

Auditors:

M/S.A.C. Modi & Associates, Chartered Accountants, present Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment as Auditors of the Company. You are requested to appoint Auditors of the Company and fix their remuneration.

Appreciation:

Your Directors take this opportunity to place on record their appreciation for the support that the Company has received from the Bankers and Shareholders.



For and on behalf of the Board

Jadavji L. Shah

Mehul J. Shah Directors

MUMBAI

Dated: 2nd September, 2010.