Directors Report of Elcid Investments Ltd.

Mar 31, 2025

The Board of Directors have pleasure in presenting the 44^th Annual Report together with the Audited Statement of Accounts for the Financial year ended 31^st March 2025.

FINANCIAL RESULTS:			('' in Lakhs)
PARTICULARS	STANDALONE		CONSOL	IDATED
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	13,842.93	15,102.66	21,334.10	23,577.356
Add/(Less): Total Expenses	(496.05)	(232.94)	(729.13)	(418.61)
Profit / (loss) before exceptional items and tax	13,567.01	14,919.91	20,604.97	23,158.74
Exceptional items	-	-	-	-
Profit/(loss) before tax	13,567.01	14,919.91	20,604.97	23,158.74
Add/(Less) : Provision for Tax - Current	2606.35	2360.00	3832.42	3415.00
Deferred Tax	869.58	1237.04	1542.42	3415.00
Adjustment for previous years	(6.07)	-	-69.43	-
Profit/(loss) for the year from continuing operations	10,097.15	11,322.87	15,299.56	17,573.53
Profit/(loss) from discontinued operations	0.00	0.00	0.00	0.00
Tax Expense of discontinued operations	0.00	0.00	0.00	0.00
Profit/(loss) from discontinued operations (After tax)	0.00	0.00	0.00	0.00
Profit/(loss) for the year	10,097.15	11,322.87	15,299.56	17,573.53
Other Comprehensive Income	(1,85,681.07)	21,904.09	(2,66,848.30)	31,709.43
Total Comprehensive Income for the year	(1,75,583.92)	33,226.96	(2,51,548.74)	49,282.97
Opening balance in Retained Earnings*	46,156.78	37,154.00	68,947.17	54,944.60
Profit Available for Appropriation	56,253.93	48,477.00	84,246.72	72,518.17
Less: Transfer to Statutory Reserve (u/s 45-IC of The Reserve Bank of India Act, 1934)	2,019.43	2,270.00	3,060.00	3,521.00
Less: Dividend paid	50.00	50.00	50.00	50.00
Less: Corporate Dividend Tax	-	-	-	-
Balance carried to balance Sheet	54,184.50	46,156.78	81,136.72	68,947.17
*Retained Earnings do not include Debt and Equity instruments classified at Fair Value through Other Comprehensive Income

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

As per Standalone Financial Statements, the total net profit before tax of the Company is '' 13,567.01 lakhs in the current year compared to '' 14,919.91 lakhs in 2024. The Net profit after tax stood at '' 10,097.15 lakhs as compared to '' 11,322.87 lakhs in 2024.

As per Consolidated Financial Statements, total net profit before tax of the Company is '' 20,604.97 lakhs in the current year compared to '' 23,158.74 lakhs in 2024. The Net profit after tax stood at '' 15,299.56 lakhs as compared to '' 17,573.53 lakhs in 2024.

With the growing markets your Company is also expected to grow, and the future prospects are expected to be better with the booming economy of the Country.

DIVIDEND:

Your Directors have pleasure in recommending payment of Final Dividend for the year ended 31^st March 2025 on 2,00,000 Equity Shares of '' 25/- each and will be paid to those members whose names appear on the Register of Members as on Wednesday, July 23, 2025, after the approval of the members of the Company in the ensuing Annual General Meeting of the Company.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In accordance with the applicable provisions of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which the dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority.

RESERVES:

Company proposes to transfer a sum of '' 20,19,42,983/- to Special reserve created under the provisions of section 45-IC of Reserve Bank of India (Amendment) Act 1997.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS_FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates on the date of this report. There has been no change in the nature of business of the company.

However, during the year under preview, the company and its subsidiaries namely ''Murahar Investments and Trading Company Limited'' and ''Suptaswar Investments and Trading Company Limited'' has applied for conversion of their Certificate of Registration ("COR") to Type-1 - NBFC- ND with the Department of Regulation, Reserve Bank of India. The approval has yet to be received.

ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2025, in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at http://elcidinvestments.com/agm

SUBSIDIARY COMPANIES:

The Company has two material unlisted subsidiary companies viz. Murahar Investments & Trading Company Limited & Suptaswar Investments & Trading Company Limited. However, the Company does not have any joint venture or associate company.

A separate statement containing the salient features of the financial statements of all subsidiaries of your company in the prescribed Form ''AOC-1'' as Annexure 2 forms part of consolidated financial statements in compliance with section 129(3) and any other applicable sections, if any, of Companies Act 2013 read with the rules issued thereunder.

The Company''s Policy for determining Material Subsidiaries is available on the Company''s website at http:// elcidinvestments.com/investors/policies/

Secretarial Audit Report for the above two material subsidiaries is annexed as ''Annexure 4''.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated financial statements of your Company for the financial year 2024-25, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and as per provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The consolidated financial statements have been prepared based on the audited financial statements of your company and its material subsidiaries as approved by the respective Board of Directors.

Pursuant to the Section 136 of the Companies Act 2013, the audited financial statements including consolidated financial statements of each of the subsidiary companies are available on company''s website at http:// elcidinvestments.com/subsidiaries

DIRECTORS AND KEY MANAGERIAL PERSONNEL Board of Directors

As on March 31, 2025, the Board of Directors comprised of 4 directors, 2 of which are independent Director(s) and 2 Non-Executive Director(s) who are forming part of Promoter(s) and Promoter(s) Group.

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the Articles of

Association of the Company, Mr. Varun Vakil (DIN: 01880759), Non-Executive Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible has offered himself for re-appointment. Based on performance evaluation and recommendation of Nomination and Remuneration Committee, the Board of Directors, recommends his re-appointment as a NonExecutive Directors of the Company, liable to retire by rotation.

The Brief Profile of Mr. Varun Vakil is given in the Notes forming part of the Annual Report and is also available on the company''s website at http://elcidinvestments.com/the-board/

The Board of Directors in its meeting held on May 23, 2025, and May 28, 2025, based on the recommendations of the Nomination & Remuneration Committee, inter alia, approved the following appointment & re-appointment, respectively, which shall be subject to the shareholders'' approval in the ensuing Annual General Meeting.

a. Ms. Margarette Shwetha Thomas (DIN: 11109438) as an Additional and Independent Director (NonExecutive) for a period of five years (first term) with effect from May 24, 2025, to May 23, 2030.

b. Mr. Essaji Vahanvati (DIN: 00157299) as an Independent Director (Non-Executive) for a period of five years (Second Term) with effect from November 02, 2025 to November 01, 2030.

As per the views and opinions of the board, Ms. Margarette Shwetha Thomas and Mr. Essaji Vahanvati bring on board required experience, expertise and relevant proficiency which shall create immense value to the company.

The required documents/declarations under the provisions of the Companies Act or the SEBI Regulations have been received from them and considering their appointment for the approval of shareholders in the ensuing 44^th Annual General Meeting.

The Brief Profile of Ms. Margarette Shwetha Thomas and Mr. Essaji Vahanvati is given in the Notes forming part of the Annual Report and is also available on the company''s website at http://elcidinvestments.com/the-board/

c. Ms. Amrita Vakil (DIN:00170725) as a Whole Time Director (Executive Director) for a period of five years with effect from May 24, 2025, to May 23, 2030.

As per Section 152 and other applicable provisions of the Companies Act, 2013, Ms. Amrita Vakil shall be liable to retire by rotation. Mr. Amrita Vakil has given her

consent to act as a Whole Time Director of the Company in relation to the Companies Act, 2013.

Further, as per the confirmations received, she is not disqualified from being appointed as a Director in terms of Section 164 of the Act. She has also confirmed that she is not debarred from holding the office of Director by virtue of any SEBI Order or any such authority.

The Brief Profile of Ms. Amrita Vakil is given in the Notes forming part of the Annual Report and is also available on the company''s website at http:// elcidinvestments.com/the-board/ .

d. Mrs. Ragini Vakil (DIN:07792011) as an Additional Director with effect from May 24, 2025.

In the opinion of the board, Mrs. Ragini Vakil brings on Board the Financial and Investment expertise which is required to fulfill the business proficiency of the Company. All the requisite documents and declarations pursuant to the Companies Act, 2013 and the SEBI Regulations were received from Mrs. Ragini Vakil.

As per Section 152 and other applicable provisions of the Companies Act, 2013, Mrs. Ragini Vakil shall be liable to retire by rotation.

The Brief Profile of Mrs. Ragini Vakil is given in the Notes forming part of the Annual Report and is also available on the company''s website at http:// elcidinvestments.com/the-board/

Key Managerial Personnel

As on March 31,2025, the following people are considered as the Key Managerial Personnel:

1. Mrs. Ragini Vakil - Chief Executive Officer & Chief Financial Officer

2. Mr. Ayush Dolani - Company Secretary & Compliance Officer.

The following changes in the Key Managerial Personnel''s have been made after the end of the financial year March 31, 2025, but as on the date of this board report:

a. Resignation by Chief Executive Officer

Mrs. Ragini Vakil, Chief Executive Officer, had tendered her resignation to the board of Directors of the company with effect from the close of business hours on May 23, 2025 on account of personal reasons and other professional commitments.

The Board appreciates her efforts and dedication towards the successful tenure with the company as Chief Executive Officer of the Company.

BOARD OF DIRECTORS:

Number of Board Meetings Conducted during the year under review:

During the Financial Year 2024-25, four (4) Board Meetings were held. The details of the meetings of the Board of Directors and its Committees, convened during the Financial Year 2024-25, are given in the Corporate Governance Report which forms part of this report.

The Maximum interval between the 2 board meetings did not exceed 120 days as prescribed by the act and the Listing Regulations.

Company''s Policy Relating to Directors Appointment, Payment of Remuneration and Discharge of their Duties:

The Company''s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 are decided by the Nomination & Remuneration Committee constituted by the Company.

The details of the said Committee are given in the Corporate Governance Report which forms part of this report.

Ratio of Director''s Remuneration to Median Employees Remuneration and other Disclosures:

The information required pursuant to Section 197 of the Companies Act 2013 read with the Companies (Appointment and Remuneration) Rules, 2014 are as follows:

i) Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial Year are as follows:

Sr. No. Name of the Director		Designation Per Annum (INR)	Remuneration Ratio	(Remuneration of Director to Median Remuneration)
1.	Varun Vakil	Chairman & Non-Executive Director	Nil	NA
2.	Amrita Vakil	Non-Executive Director	'' 20,000	0.02
3.	Essaji Vahanvati	Independent Director	'' 45,000	0.05
4.	Kartikeya Kaji	Independent Director	'' 45,000	0.05
Directors are paid remuneration only in the form of sitting fees.
The median remuneration calculated for the Financial Year 2024-25 is '' 9,26,000/-

ii) Percentage increase in the median remuneration of each Director, CFO, CEO, Company Secretary or Manager if any in the financial year:

There is no increase/decrease in the remuneration of the CEO & CFO. The comparative percentile increase in the salary of Company Secretary was increased by 10% in the financial year 2024-25 as compared to the financial year 2023-24. The Directors are only paid sitting fees for attending the meetings.

iii) Percentage increase in the median remuneration of employees in the financial year:

The median remuneration of all employees per annum was '' 6,11,419 and '' 9,26,000 for the financial year 2023-24 and 2024-25 respectively. The increase in median remuneration of employees for the financial year 2024-25 as compared to the financial year 202324 is 51.45%.

iv) Number of permanent employees on the rolls of the Company at the end of the year other than Managing Director: 2

v) Average percentiles increase in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

The comparative percentile increase in the salary of such employees could not be reported as the employees were not on the roll for the complete year.

vi) Affirmation that the remuneration is as per the remuneration policy of the company:

It is affirmed that the remuneration is as per the remuneration policy of the company.

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 to qualify themselves to be appointed as Independent

Directors under the provisions of the Companies Act, 2013 and the relevant rules and have complied with the Code for Independent Directors prescribed under Schedule IV to the Companies Act 2013. All the Independent Directors have got themselves registered with the Independent Directors Databank.

FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its board and the committees as a whole.

The detailed process of evaluation and the outcomes thereto are set out in the report of Corporate Governance forming part of this Annual Report.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

All the Independent Directors are familiarized with the operations and functioning of the Company at the time of Appointment and on an ongoing basis.

The details of the training and familiarization programme are given in the report of Corporate Governance forming part of the annual report and are also available on the Company''s website at http://elcidinvestments.com/wp-content/uploads/2025/04/Familiarisation-Programme 2024-25.pdf

MANAGEMENT DISCUSSION AND ANALYSIS:

The Company has been in the widespread Investment Business across the country. The Securities market has been a challenge to deal with for the previous year. The Share Market and Money Market have comparatively seen a downtrend over the past few years, and the huge impact was created on the portfolio already invested. The financial landscape over the past year was shaped by a delicate balance between moderating inflation, recovering markets, and ongoing global risks. Investors, businesses, and policymakers alike navigated a dynamic environment where cautious optimism coexisted with persistent uncertainty. The Investments decisions are purely based on the risk factors, inflations and share market performance as described below:

1. Inflation Trends

Inflation, a major concern globally since 2021, showed signs of easing in most economies over the past year.

In the United States, inflation cooled significantly from the highs of 2022, with the Consumer Price Index (CPI)

hovering around 3% to 3.5%. The Federal Reserve maintained a cautious stance, holding interest rates steady for much of the year while signalling potential cuts if disinflation continued. The core drivers of U.S. inflation included housing costs and wage pressures, though energy and food prices stabilized.

In Europe, inflation also declined but remained somewhat sticky in countries dependent on imported energy. Governments continued to subsidize key sectors to reduce the cost burden on consumers, especially during winter months.

In India, inflation stayed within the Reserve Bank of India''s (RBI) target range of 4-6%, fluctuating between 4.5% and 5.5%. Food inflation remained a concern, especially with irregular monsoon patterns affecting crop output. Global crude oil prices also had a moderate impact, though the government managed to cushion the blow through subsidies and supply management. Overall, RBI maintained a neutral monetary policy stance, aiming to support economic growth without letting inflation overshoot.

2. Performance of the Securities Market

Global share markets performed well, with optimism driven by improved inflation data, strong corporate earnings, and developments in artificial intelligence and clean energy.

In the United States, indices like the S&P 500 and NASDAQ recorded double-digit gains over the year. Much of the rally was led by big tech firms, particularly those involved in AI, cloud computing, and semiconductors. However, market concentration became a concern as a handful of mega-cap stocks disproportionately drove index performance.

In Europe, markets were more mixed, with modest gains in some sectors like luxury goods, pharmaceuticals, and green energy. Economic slowdown concerns and geopolitical instability capped growth in others.

India''s share market emerged as one of the strongest performers globally. Benchmark indices Nifty 50 and Sensex touched record highs in early 2025. The rally was broad-based, with strong participation from the banking, infrastructure, IT, and FMCG sectors. Retail investor participation surged, supported by increased financial literacy, digital access to investing, and the popularity of SIPs (Systematic Investment Plans).

Indian companies posted strong quarterly results, driven by domestic demand and export growth in sectors like pharma, auto, and specialty chemicals.

Foreign Institutional Investors (FIIs), after a phase of outflows in 2023, returned to the market amid policy stability and India''s growing economic stature.

3. Risk factors in focus

The Investment companies face a broad array of risk factors that can impact their operations, financial performance, and investor trust. One of the most significant risks is market risk, which arises from fluctuations in the value of assets due to changes in equity prices, interest rates, commodity prices, or overall economic conditions. A market downturn can drastically reduce the value of portfolios, leading to lower returns and potential investor withdrawals, which in turn decrease the company''s assets under management and revenue.

Another major concern is liquidity risk, particularly for firms that invest in illiquid assets such as private equity, real estate, or venture capital. These firms may face difficulties in selling assets quickly without incurring substantial losses, which becomes especially problematic when investors seek redemptions during volatile periods. Credit risk also poses a threat, especially to firms engaged in fixed-income or lending strategies. This refers to the potential that counterparties may default on their obligations, resulting in financial losses and damage to the firm''s reputation.

Operational risk stems from failures in internal processes, human error, system breakdowns, or even fraudulent activities. These issues can disrupt business continuity, lead to regulatory fines, and erode investor confidence. Closely related is regulatory and legal risk, which involves the possibility of changing laws or noncompliance with existing regulations. Regulatory bodies around the world often impose strict oversight on investment firms, and failure to comply can result in legal actions, financial penalties, or even revocation of licenses.

In today''s environment, reputational risk is also critical. Negative publicity from poor performance, scandals, or unethical behaviour can severely damage a firm''s ability to attract and retain investors. Additionally, interest rate risk is particularly relevant to firms with significant exposure to bonds or those using leverage. Fluctuations in interest rates can affect both the value of existing investments and the cost of borrowing capital.

Investment companies may also face concentration risk if they have excessive exposure to a particular asset

class, sector, or geographic region. A downturn in one concentrated area can have a disproportionate impact on the firm''s overall performance. For firms with global investments or international clients, currency risk is a key factor, as changes in exchange rates can affect returns once foreign investments are converted back into the base currency.

Strategic risk arises when firms make poor business decisions or fail to adapt to evolving market trends and technologies, potentially leading to a loss of competitive advantage. Lastly, with increasing reliance on technology and data, cybersecurity risk has become a pressing concern. Cyberattacks or data breaches can compromise sensitive client information, disrupt operations, and result in significant reputational and legal consequences.

In sum, investment-based companies operate in a complex and dynamic environment where multiple interconnected risks must be actively managed to ensure long-term sustainability and client trust.

From Mid-2024 to Mid-2025, the global economic scenario improved steadily, with inflation easing and stock markets rebounding strongly. India stood out as a high-performing economy, with stable inflation, strong equity gains, and policy continuity. However, global risks related to geopolitics, interest rates, and capital flows remained active. Investors continued to seek a balance between growth opportunities and risk management in a world still adjusting to post-pandemic economic realities.

During the reporting period, the company witnessed key developments in human resources and industrial relations. Focused efforts were made to enhance employee engagement through upskilling programs, leadership development, and wellness initiatives. The company continued to emphasize a culture of inclusion and performance, with improvements in recruitment, retention, and diversity. Industrial relations remained stable, with no significant disruptions or disputes. Constructive engagement with employee unions and representatives ensured smooth negotiation processes and compliance with labor laws. Regular communication and collaboration helped maintain a positive work environment. Initiatives such as flexible work policies, mental health support, and digitization of HR processes contributed to improved workforce satisfaction and productivity. Overall, the company remains committed to building a resilient, future-ready workforce aligned with long-term business goals and evolving industry standards.

The Company is primarily an investment Company, and its business income is the income arriving out of investments held by the Company. The company is functioning under a single segment of investment activities. The growing trend in the India''s economy is a motivating factor for the Company to look forward to increasing the profitability. The predominant risk pertains to investments including volatile capital market risks such as stock market crashes, economic downturn, interest rate changes etc. Inflation is another factor for the managing the risks because Inflation erodes the real value of investment returns, reducing purchasing power and potentially diminishing the overall performance of market-based assets, especially fixed-income investments.

The company regularly appoints and seeks advice from reputed portfolio managers to mitigate the risks and accordingly carry out its investments within the risk management framework.

The Company continues to be debt free and maintains sufficient cash to meet its strategic and operational requirements. The company''s working capital management is robust and involves a well-organized process which facilitates continuous monitoring and control over all the financial parameters. The internal control system is commensurate with the size of the Company.

Ratios for the year 2024-25 are as follows:
Ratios	Standalone	Consolidated
Debtors Turnover Ratio	NA	NA
Inventory Turnover Ratio*	NA	NA
Interest Coverage Ratio*	0	0
Current Ratio	1.93	4.13
Debt Equity Ratio**	NA	NA
Operating Margin Ratio	72.94%	72.46%
Net Profit Margin	71.80%	71.71%
# Return on Net Worth (RONW)	1.59%	1.67%
*The company is an investment company, hence, the ratios relating to sales and inventory are company.		not applicable to the
** The company does not have any debt, therefore the ratio relating to debt and interest comes to 0.
#The Improvement on Return on Net Worth is through FVTPL.	on account of significant fair value changes of Equity Instruments

COMMITTEES:

As on March 31, 2025, the Company has 4 Committees:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee.

During the year all the recommendations of the Committees were approved by the Board. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report forming a part of this Annual Report.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has constituted a Corporate Social

Responsibility (CSR) Committee in compliance with Section 135 of the Companies Act, 2013. On the recommendation of the CSR committee, the Board has approved the CSR policy of the Company which is published on the Company''s website

CSR Policy : http://elcidinvestments.com/wp-content/ uploads/2025/02/Corporate-Social-Responsibility-Policy.pdf

CSR activities of the Company are carried out directly and through Non-Government Organizations, who have track record of minimum of 3 years in carrying out the activities, and other criteria as prescribed under Section 135 of the Companies Act, 2013 read with Schedule VII and Companies (Corporate Social Responsibility Policy) Rules, as amended from time to time.

Further, the board of directors at its meeting held on January 30, 2025, discussed and realized that due to inadvertent

and erroneous calculation by the company (as per Section 198 of the Companies Act, 2013), in consultation with the Statutory Auditors , failed to contribute the required amount of '' 41,25,849.25/- for the Financial year 2022-23, the CSR Contribution to be done for the financial year 2023-24. The unspent amount was transferred to the Prime Minister''s National Relief Fund as enlisted in the approved funds in Schedule VII of the Companies Act, 2013 during the year and a suo moto application for adjudication in this matter of default has been filed by the Company with Registrar of Companies, Mumbai under Section 454 of the Companies Act 2013 on March 26, 2025. The matter is yet pending. There was no malafide intention and as such nothing is prejudicial to the interests of the company or any other members/creditors dealing with the company,

The Annual Report on CSR activities undertaken by the Company during the financial year 2024-25, is annexed as ''Annexure 1'' and forms part of this Report.

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

Considering the nature of business activities carried out by the Company, your Board has nothing to report disclosures about Conservation of Energy and Technology Absorption as required under Section 134(m) of the Companies Act, 2013.

There was no foreign exchange Inflow or Outflow during the financial year under review.

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

The Company is an investment company and therefore the predominant risk pertains to investments including capital market risks such as stock market crashes, economic downturn, interest rate changes etc. Inflation is another factor for the managing the risks because Inflation erodes the real value of investment returns, reducing purchasing power and potentially diminishing the overall performance of market-based assets, especially fixed-income investments.

The company regularly appoints and seeks advice from reputed portfolio managers like Kotak Bank, IIFL Securities etc. to mitigate the risks and accordingly carry out its investments within the risk management framework.

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

Your Company is a Non-Banking Finance Company (NBFC) registered with the Reserve Bank of India. Investments made by the Company are in the ordinary course of business. Hence Section 186 of the Companies Act 2013 is not applicable on the Company.

There were no loans and guarantees made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts/arrangements/transactions entered into by the Company during the year under review with Related Parties were in the ordinary course of business and on arm''s length basis in terms of provisions of the Act. All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on dealing with and materiality of Related Party Transactions and the Related Party Framework, formulated and adopted by the Company. The Company''s Policy on dealing with and materiality of related party transactions is available on its website at http://elcidinvestments.com/wp-content/ uploads/2025/05/Policy-on-Related-Party-Transactions.pdf

Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the "Annexure 3" to this report.

STATUTORY AUDITORS:

M/s VK Beswal & Associates, Chartered Accountants (FRN: 101083W) are the Statutory Auditors of the Company appointed on August 28, 2024, at the 43^rd Annual General Meeting held in 2024 and shall hold office for a term of 3 years up to the conclusion of the 46^th Annual General Meeting to be held in 2027.

They satisfy the prescribed eligibility criteria, and they have confirmed that they are not disqualified from continuing as Statutory Auditors of the company.

The Statutory Auditors have issued unmodified opinion on the financial statements for the financial year 2024-25 and the Statutory Auditors report forms part of this Annual report. During the financial year under review, no fraud against the Company or by the Company was found by the Statutory Auditor of the Company.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the board of directors, on the recommendations from the Audit Committee, had appointed M/s. Ruchi Kotak & Associates, Practicing Company Secretaries (FCS:9155 CP No. 10484, PR no. 1666/2022) to undertake the Secretarial Audit of the Company and its material Subsidiaries for the year 202425.

The Secretarial Audit Report for the financial year 2024-25, does not contain any observation, qualification, reservation or adverse remark. During the financial year under review, no fraud against the Company or by the Company was found by the Secretarial Auditor of the Company.

The Report of the Secretarial Auditor is annexed herewith as "Annexure 4" for the company and its material subsidiaries.

As per regulation 24(A) of the Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024, the board of directors of the company, based on the recommendations from Audit Committee, and subject to the approval of the shareholders in the ensuing 44^th AGM, have approved the appointment of M/s Ruchi Kotak & Associates, as the Secretarial Auditor of the company for a period of five consecutive years from the financial year 2025-26 to the financial year 2029-30.

The requisite documents, declarations and the consent have been received from M/s Ruchi Kotak & Associates. Further, they are not disqualified from being appointed as the Secretarial Auditor and satisfy the eligibility criteria.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:

(a) in the preparation of the annual accounts, the applicable accounting standards were followed and there were no material departures 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 the financial year and of the profit and loss of the company for that period.

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for

preventing and detecting fraud and other irregularities.

(d) the directors had prepared the annual accounts on a going concerning 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 were 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.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

In terms of the provisions of Section 138 of the Companies Act, 2013, the board of directors, on the recommendations from the Audit Committee, had appointed M/s. Ravi. A. Shah & Associates, Chartered Accountants to undertake the Internal Audit of the Company for the year 2024-25.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, prevention & detection of fraud and errors, accuracy and completeness of the accounting records and timely preparation of financial disclosures. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Company monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies in the Company. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

During the year under review, no material observation has been made by the internal auditor and statutory auditor of the Company in relation to efficiency and effectiveness of such controls.

VIGIL MECHANISM:

Your Company is committed to the highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. The Whistle

Blower Policy has been appropriately communicated within the company and is available on the website of the Company at http://elcidinvestments.com/wp-content/uploads/2016/ 03/whistle-blower-policy.pdf

DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

SHARES:

There is no change in the Share Capital of the Company. As on March 31, 2025, the issued, subscribed and the paid-up share capital of the Company stood at '' 20,00,000/-comprising of 2,00,000 Equity Shares of '' 10/- each.

COST AUDIT:

The cost audit pursuant to the provisions of Section 148 of the Companies Act, 2013 is not applicable to the company.

CORPORATE GOVERNANCE:

As per Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirement) Regulations 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Secretarial Auditor confirming compliance forms an integral part of this Report as "Annexure 5".

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2024-25 to BSE Ltd. where the Company''s Shares are listed.

PARTICULARS OF EMPLOYEES:

There is no employee in the Company drawing monthly remuneration of '' 8,50,000/- per month or '' 1,02,00,000/-per annum. The company has 2 employees as on 31^st March 2025. Hence the Company is not required to disclose any information as per Rule, 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a policy on Prevention of Sexual Harassment at Workplace. Pursuant to applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14, the internal committee constituted under the said act has confirmed that no complaint/case has been filed/ pending with the Company during the year 2024-25.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

1. The company received following settlement orders from Securities and Exchange Board of India (''SEBI'') during the year 2024-25:

1) Based on the investigation made by SEBI, a Show cause notice was issued to the company on October 31, 2023, alleged for the violations of the following provisions of the securities law:

i. Regulation 31 (1)(b) of LODR Regulations read with the SEBI Circular re no. CIR/CFD/CMD/ 13/2015 dated November 30, 2015, read with Regulation 2(1)(pp) of ICDR Regulations.

ii. Regulation 3(5) read with 3(6) of PIT Regulations.

In response to the same, the company filed for Settlement Terms with Settlement Division of Enforcement Department - II, from Enquiries and Adjudication Department - II of Securities and Exchange Board of India for the violation of the said provisions of the securities law. On June 24, 2024, the company received a settlement order post acceptance of the settlement terms and payment of the settlement amounts of '' 17,31,510 (Rupees Seventeen Lakhs thirty-one thousand five hundred and ten only) to the SEBI.

However, the same does not affect the going concern status of your Company and was not material in nature.

2) A Show cause Notice was issued to Mr. Varun Vakil, Ms. Amrita Vakil and Previous 4 Directors of the company on May 25, 2023, for the alleged violations of the following provisions of the securities law:

i. Regulation 10(4)(c) of Delisting Regulations 2021, Regulation 25(5) of SEBI (LODR) Regulations, 2015, Regulation 4 (1)(g) of SEBI (LODR), Regulations, 2015 r/w Section 166(2) and (3) of Companies Act, 2013, Regulation 4(2)(f)(iii)(3) and (6) of SEBI (LODR) Regulations, 2015.

All the directors as mentioned above filed the settlement application in terms of the provisions of SEBI (Settlement Proceedings) Regulations 2018 with the SEBI Settlement Division. After the payment of their settlement amount which was '' 8,12,500/- each (Rupees eight lakh twelve thousand five hundred only) and acceptance of the

settlement application by the SEBI, settlement order was passed on May 21, 2024. However, the same does not affect the going concern status of your Company and was not material in nature.

2. The Board of Directors, in its meeting held on January 30, 2025, discussed that due to inadvertent miscalculation of net profits of CSR as per Section 198 of the companies act, 2013, the CSR Expenditure for the financial year 2022-23 was not spent in 2023-24. In case the unspent amount is pending, the same shall be paid to a fund specified in Schedule VII of the Companies Act, 2013. Hence the company, transferred the unspent CSR expenditure of '' 41,25,849.50 to Prime Minister''s National Relief Fund as enlisted in the approved Funds in Schedule VII on March 05, 2025.

There was no malafide intention and as such not prejudice to the interests of the company or any other members/creditors dealing with the company, the board of directors applied for suo-moto Adjudication Application under Section 454 of the Companies Act 2013 on March 26, 2025 with the Registrar of Companies Mumbai ("ROC") to ensure that all the requirements are met as may be required under the law and the same has been approved. The final order is yet to be received.

However, the same does not affect the going concern status of your Company and it''s not material in nature.

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

OTHER DISCLOSURES:

a. The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on meetings of the Board of Directors and General Meetings.

b. The CFO and CEO of the Company has not received any remuneration or commission from any of the Company''s Subsidiary.

c. The Company has not issued any equity shares with differential rights to dividend, voting or otherwise.

d. The Company has not issued any shares, warrants, debentures, bonds or any other convertible or nonconvertible securities.

e. The Company has not issued any sweat Equity shares to its directors or employees.

f. The Company has not made any changes in the voting rights.

g. The Company has not reduced or bought back its share capital, has not changed the share capital structure from any restructuring.

h. The company''s securities were not suspended for trading during the year.

i. The Company has not failed to implement any corporate action.

j. The disclosure pertaining to explanation for any variations or deviation in connection with certain terms of a public issue, right issue, preferential issue etc is not applicable to the company.

k. There was no revision of financial statements and Board''s Report of the Company during the year under review.

l. None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act 2013.

m. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and

n. The requirement to disclose the details of difference between the amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

o. No credit rating has been obtained by the Company with respect to its securities.

ACKNOWLEDGEMENTS:

Your directors place on records their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

---

Mar 31, 2024

Your directors have pleasure in presenting the Forty Third Annual Report together with the Audited Statement of Accounts for the year ended 31^st March 2024.

FINANCIAL RESULTS:

	Standalone		Consolidated
	2023-24 (Rs. In Lakhs)	2022-23 (Rs. In Lakhs)	2023-24 (Rs. In Lakhs)	2022-23 (Rs. In Lakhs)
Revenue from operations	15,102.66	7,448.64	23,577.356	10,887.19
Add/(Less): Total Expenses	(232.94)	(570.21)	(418.61)	(687.75)
Profit / (loss) before exceptional items and tax	14,919.91	6,878.43	23,158.74	10,199.45
Exceptional items	-	-	-	-
Profit/(loss) before tax	14,919.91	6,878.43	23,158.74	10,199.45
Add/(Less): Provision for Tax-Current Deferred Tax Adjustment for previous years	2,360.00 1,237.04	2,550.00 (631.38) 75	3,415.00 2,170.20	3,580.00 (796.83) 75.00
Profit/(loss) for the year from continuing operations	11,322.87	4,884.81	17,573.53	7,341.28
Profit/(loss) from discontinued operations	0.00	0.00	0.00	0.00
Tax Expense of discontinued operations	0.00	0.00	0.00	0.00
Profit/(loss) from discontinued operations (After tax)	0.00	0.00	0.00	0.00
Profit/(loss) for the year	11,322.87	4,884.81	17,573.53	7,341.28
Other Comprehensive Income	21,904.09	(84,314.11)	31,709.43	(1,20,974.52)
Total Comprehensive Income for the year	33,226.96	(79,429.30)	49,282.97	(1,13,633.25)
Opening balance in Retained Earnings*	37,154.00	33,278.10	54,944.60	49,105.32
Profit Available for Appropriation	48,477.00	38,162.91	72,518.17	56,446.60
Less: Transfer to Statutory Reserve (u/s 45-IC of The Reserve Bank of India Act, 1934)	2,270.00	979.00	3,521.00	1,472.00
Less: Dividend paid	50.00	30.00	50.00	30.00
Less: Corporate Dividend Tax	-	-	-	-
Balance carried to balance Sheet	46,156.78	37,153.91	68,947.17	54,944.60

* Retained Earnings do not include Debt and Equity instruments classified at Fair Value through Other Comprehensive Income

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

As per Standalone Financial Statements, the total net profit before tax of the Company is Rs. 14,919.91 lakhs in the current year compared to Rs. 6,878.43 lakhs in 2023. The Net profit after tax stood at Rs. 11,322.87 lakhs as compared to Rs. 4,884.81 lakhs in 2023.

As per Consolidated Financial Statements, total net profit before tax of the Company is Rs. 23,158.74 lakhs in the current year compared to Rs. 10,199.45 lakhs in 2023. The Net profit after tax stood at Rs. 17,573.53 lakhs as compared to Rs. 7,341.28 lakhs in 2023.

With the growing markets your Company is also expected to grow, and the future prospects are expected to be better with the booming economy of the Country.

DIVIDEND:

Your Directors have pleasure to recommend payment of Final Dividend for the year ended 31^st March 2024 on 2,00,000 Equity Shares of Rs. 25/- each and will be paid to those members whose names appear on the Register of Members as on Friday, August 16, 2024, after the approval of the members of the Company in the ensuing Annual General Meeting of the Company.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In accordance with the applicable provisions of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority.

RESERVES:

Company proposes to transfer a sum of Rs. 22,70,00,000/- to Special reserve created under the provisions of section 45-IC of Reserve Bank of India (Amendment) Act 1997.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report. There has been no change in the nature of business of the company.

ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2024, in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at http://elcidinvestments.com/agm/

SUBSIDIARY COMPANIES:

The Company has two subsidiary companies viz. Murahar Investments & Trading Company Limited & Suptaswar Investments & Trading Company Limited. However, the Company does not have any joint venture or associate company.

A separate statement containing the salient features of the financial statements of all subsidiaries of your company in the prescribed Form ‘AOC-1’ as Annexure 2 forms part of consolidated financial statements in compliance with section 129(3) and any other applicable sections, if any, of Companies Act 2013 read with the rules issued thereunder.

Further, to note that the above-mentioned subsidiary companies have become the material subsidiaries of the company with respect to amended regulations of SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015 and the compliance with the same is undertaken. The Company’s Policy for determining Material Subsidiaries is available on the Company’s website at http://elcidinvestments.com/investors/policies/

CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements of your Company for the financial year 2023-24, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and as per provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The consolidated financial statements have been prepared based on the audited financial statements of your company and its material subsidiaries as approved by the respective Board of Directors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 149(11) and other applicable provisions, if any, of the Act, Mr. Mahesh Dalal and Mr. Ketan Kapadia retired from the closing hours of March 31, 2024, due to completion of their term as an Independent Director. Further Mrs. Dipika Vakil has resigned from the directorship of the company with effect from closing hours of March 31, 2024.

As on April 01, 2024, based on the recommendation of Nomination & Remuneration Committee and pursuant to the provisions of Section 149, 152, 152 read with Schedule IV and Section 161(1) read with Companies (Appointment and Qualifications of Directors) Rules, 2024 and other applicable provisions, sections, rules and SEBI Listing regulations, Mr. Kartikeya Kaji was appointed as an Additional Non-Executive Independent Director and his appointment will be confirmed by the Members of the company by postal ballot resolution on May 31, 2024.

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Mr. Varun Vakil (DIN: 01880759), Non-Executive Director of the Company, is liable to retire by rotation at the ensuing 43^rd AGM and being eligible have offered himself for re-appointment. Based on performance evaluation and recommendation of Nomination and Remuneration Committee, the Board of Directors recommends his re-appointment as Non-Executive Directors of the Company, liable to retire by rotation.

Mr. Ayush Dolani was Appointed as Company Secretary and Compliance Officer of the Company with effect from July 08, 2023.

BOARD OF DIRECTORS:

Number of Board Meetings Conducted during the year under review:

During the Financial Year 2023-24, 6 Board Meetings were held. The details of the meetings of the Board of Directors and its Committees, convened during the Financial Year 2023-24 are given in the Corporate Governance Report which forms part of this report.

Company’s Policy Relating to Directors Appointment, Payment of Remuneration and Discharge of their Duties:

The Company’s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 are decided by the Nomination & Remuneration Committee constituted by the Company. The details of the said Committee are given in the Corporate Governance Report which forms part of this report.

Ratio of Director’s Remuneration to Median Employees Remuneration and other Disclosures:

The information required pursuant to Section 197 of the Companies Act 2013 read with the Companies (Appointment and Remuneration) Rules, 2014 are as follows:

i) Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial Year are as follows:

Sr. No.	Name of the Director	Designation	Remuneration Per Annum (INR)	Ratio (Remuneration of Director to Median Remuneration)
1.	Varun Vakil	Non-Executive Chairman	Nil	NA
2.	Dipika Vakil*	Non-Executive Director	30,000	0.05
3.	Amrita Vakil	Non-Executive Director	30,000	0.05
4.	Mahesh Dalal*	Independent Director	50,000	0.08
5.	Ketan Kapadia*	Independent Director	50,000	0.08
6.	Essaji Vahanvati	Independent Director	30,000	0.05

Directors are paid remuneration only in the form of sitting fees.

The median remuneration calculated for the Financial Year 2023-24 is Rs. 6,11,419/-

ii) Percentage increase in the median remuneration of each Director, CFO, CEO, Company Secretary or Manager if any in the financial year:

There is no increase in the remuneration of CFO. The comparative percentile increase in the salary of Company Secretary could not be reported as a New Company Secretary was appointed in the middle of the year. The Directors are only paid sitting fees for attending the meetings.

iii) Percentage increase in the median remuneration of employees in the financial year:

The median remuneration of all employees per annum was Rs. 5,50,008 and Rs. 6,11,419 for the financial year

2022- 23 and 2023-24 respectively. The increase in median remuneration of employees for the financial year

2023- 24 as compared to financial year 2022-23 is 11.16%.

iv) Number of permanent employees on the rolls of the Company at the end of the year other than Managing Director: 3

v) Average percentiles increase in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

The comparative percentile increase in the salary of such employees could not be reported as the employees were not on the roll for the complete year.

vi) Affirmation that the remuneration is as per the remuneration policy of the company:

The Company is in Compliance with the Remuneration Policy.

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules and have complied with the Code for Independent Directors prescribed under Schedule IV to the Companies Act 2013. All the Independent Directors have got themselves registered with the Independent Directors Databank.

FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its committees.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

All the Independent Directors are familiarized with the operations and functioning of the Company at the time of Appointment and on an ongoing basis.

The details of the training and familiarization programme are given in the report of Corporate Governance forming part of the annual report and are also available on the Company’s website at http://elcidinvestments.com/wp-content/uploads/2024/04/Familiarisation-Programmes 2023-24.pdf

MANAGEMENT DISCUSSION AND ANALYSIS:

The Company is primarily an investment Company, and its business income is the income arriving out of investments held by the Company in terms of Dividends. The company is functioning under a single segment of investment activities. The growing trend in the India’s economy is a motivating factor for the Company to look forward to increasing the profitability. The predominant risk pertains to investments including volatile capital market risks. Further the company expands its investments along with the market sentiments. The company

regularly appoints and seeks advice from reputed portfolio managers to mitigate the risks and accordingly carry out its investments within the risk management framework. The internal control system is commensurate with the size of the Company.

The Company continues to be debt free and maintains sufficient cash to meet its strategic and operational requirements. The company’s working capital management is robust and involves a well-organized process which facilitates continuous monitoring and control over all the financial parameters.

The Company has 2 material subsidiaries as on 31^st March 2024 namely:

Murahar Investments & Trading Company Limited Suptaswar Investments & Trading Company Limited.

Both the above subsidiaries are purely investment companies and there has been no changes in their nature of business during the year under review. Their financial performance as per Consolidated Financial Statements as annexed to this annual report total net profit before tax of the Company is Rs. 23,158.74 lakhs in the current year compared to Rs. 10,199.45 lakhs in 2023. The Net profit after tax stood at Rs. 17,573.53 lakhs as compared to Rs. 7,341.28 lakhs in 2023.

Number of permanent employees on the rolls of the Company at the end of the year were 3. There is no material development in the field of Human Resources.

Ratios for the year 2023-24 are as follows:

Ratios	Standalone	Consolidated
Debtors Turnover Ratio	NA	NA
Inventory Turnover Ratio*	NA	NA
Interest Coverage Ratio*	0	0
Current Ratio	NA	NA
Debt Equity Ratio**	0	0
Operating Margin Ratio*	NA	NA
Net Profit Margin	NA	NA
# Return on Net Worth (RONW)	4.26%	4.40%

*The company is an investment company hence, the ratios relating to sales and inventory are not applicable to the company.

** The company does not have any debt, therefore the ratio relating to debt and interest comes to 0.

#The Improvement on Return on Net Worth is on account of significant fair value changes of Equity Instruments through OCI.

AUDIT COMMITTEE:

As on March 31, 2024, the Audit Committee comprised of namely Mr. Mahesh Dalal (Chairman), Mr. Ketan Kapadia and Mr. Varun Vakil, Directors as other members. Further due to tenure completion of Mr. Mahesh Dalal and Mr. Ketan Kapadia from the closing hours of March 31, 2024, they are no longer a part of the Audit Committee.

All members of the Audit Committee are financially literate and have experience in financial management. The recommendations of the Audit Committee are always welcomed and accepted by the Board and all the major steps impacting on the financials of the Company are undertaken only after the consultation of the Audit Committee.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has constituted a Corporate Social Responsibility (CSR) Committee in compliance with Section 135 of the Companies Act, 2013. On the recommendation of the CSR committee, the Board has approved the CSR policy of the Company which is published on the Company’s website

CSR Policy : http://elcidinvestments.com/investors/policies/

CSR activities of the Company are carried directly and through Non-Govemment Organizations, who have track record of minimum of 3 years in carrying out the activities, and other criteria as prescribed under Section 135 of the Companies Act, 2013 read with Schedule VII and Companies (Corporate Social Responsibility Policy) Rules, as amended from time to time.

As on March 31, 2023, being the immediate financial year, the company did not exceeded the prescribed threshold limit as per Section 135 of the Companies Act, 2013. Hence the company did not contribute any amount towards CSR in the Financial Year 2023-24

The Annual Report on CSR activities undertaken by the Company during the financial year 2023-24, is annexed as ‘Annexure 1’ and forms part of this Report.

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

Considering the nature of business activities carried out by the Company, your Board has nothing to report disclosures about Conservation of Energy and Technology Absorption as required under Section 134(m) of the Companies Act, 2013. There was no foreign exchange Inflow or Outflow during the financial year under review.

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

The Company is an investment company and therefore the predominant risk pertains to investments including capital market risks. The company regularly appoints and seeks advice from reputed portfolio managers to mitigate the risks and accordingly carry out its investments within the risk management framework.

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

Your Company is a Non-Banking Finance Company (NBFC) registered with the Reserve Bank of India. Investments made by the Company are in the ordinary course of business. Hence Section 186 of the Companies Act

2013 is not applicable on the Company.

There were no loans and guarantees made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts/arrangements/transactions entered into by the Company during the year under review with Related Parties were in the ordinary course of business and on arm’s length basis in terms of provisions of the Act. All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on dealing with and materiality of Related Party Transactions and the Related Party Framework, formulated and adopted by the Company. The Company’s Policy on dealing with and materiality of related party transactions is available on its website at http://elcidinvestments.com/wp-content/uploads/2023/05/Policy-on-dealing-with-related-party-transactions-2.pdf

Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules,

2014 is set out in the “Annexure 3” to this report.

STATUTORY AUDITORS:

As per provisions of Section 139 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules, 2014, and the RBI Circular ( Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) the Members of the Company in their 40^th Annual General Meeting held on 29^th September , 2021 appointed M/s Vora & Vora Associates, Chartered Accountants, Mumbai, (Firm Registration No. 111612W), as the Statutory Auditors of the Company for a term of consecutive 3 years i.e. from the conclusion of 40^th Annual General Meeting till the conclusion of 43^rd Annual General Meeting of the Company to be held for the financial year ending 31^st March, 2024. As the term of M/s Vora & Vora Associates is expiring on the conclusion of ensuing Annual General Meeting of the company; the Board of Directors of the Company at their meeting held on May 21, 2024 on the recommendation of the Audit Committee and subject to the approval of the shareholders of the Company at the ensuing AGM, have approved the appointment of M/s. VK Beswal & Associates, Chartered Accountants (Firm Registration No. 101083W), as the

Statutory Auditors, for a period of 3 (Three) years i.e. from the conclusion of the 43^rd AGM till the conclusion of 46^th AGM of the Company to be held in 2027.

The Company has received written consent and a certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules issued thereunder, from M/s. VK Beswal & Associates. They have confirmed to hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Ruchi Kotak & Associates, Company Secretaries to undertake the Secretarial Audit of the Company and its material Subsidiaries.

The Report of the Secretarial Auditor is annexed herewith as “Annexure 4” for the company and its material subsidiaries.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS.

There were no observations, qualifications, reservations or adverse remarks made by the Statutory Auditors and Secretarial Auditors of the Company.

During the financial year under review, no fraud against the Company or by the Company was found by the Auditors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement: —

(a) in the preparation of the annual accounts, the applicable accounting standards were followed along with proper explanation relating to material departures.

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

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

(d) the directors had prepared the annual accounts on a going concern basis.

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, prevention & detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of financial disclosures. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Company monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies in the Company. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. During the year under review, no material observation has been made by the internal auditor and statutory auditor of the Company in relation to efficiency and effectiveness of such controls.

VIGIL MECHANISM:

Your Company is committed to the highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. The Whistle Blower Policy has been appropriately communicated within the company and is available on the website of the Company at http://elcidinvestments.com/investors/policies/

DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

SHARES:

There is no change in the Share Capital of the Company. As on March 31, 2024, the issued, subscribed and the paid-up share capital of the Company stood at Rs. 20,00,000/- comprising of Rs. 2,00,000 Equity Shares of Rs. 10/-each.

COST AUDIT:

The cost audit pursuant to the provisions of Section 148 of the Companies Act, 2013 is not applicable to the company.

CORPORATE GOVERNANCE:

As per Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirement) Regulations 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company’s Secretarial Auditor confirming compliance forms an integral part of this Report as “Annexure 5”.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE Ltd. where the Company’s Shares are listed.

PARTICULARS OF EMPLOYEES:

There is no employee in the Company drawing monthly remuneration of Rs.8,50,000/- per month or Rs. 1,02,00,000/- per annum. The company has 3 employees. Hence the Company is not required to disclose any information as per Rule, 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a policy on Prevention of Sexual Harassment at Workplace. Pursuant to applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14, the internal committee constituted under the said act has confirmed that no complaint/case has been filed/pending with the Company during the year.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

The company has filed Settlement Terms with Settlement Division of Enforcement Department - II of Securities and Exchange Board of India in respect to the show cause notice received on October 31, 2023, from Enquiries and Adjudication Department - II of Securities and Exchange Board of India for the violation of the below provisions of the securities law:

1. Regulation 31(1)(b) of LODR Regulations read with the SEBI Circular re no. CIR/CFD/CMD/13/2015 dated November 30, 2015, read with Regulation 2(1)(pp) of ICDR Regulations.

2. Regulation 3(5) read with 3(6) of PIT Regulations

However, the same does not affect the going concern status of your Company and it’s not material in nature.

Further there are no other significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future

OTHER DISCLOSURES:

a. The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on meetings of the Board of Directors and General Meetings.

b. The CFO and CEO of the Company has not received any remuneration or commission from any of the Company’s Subsidiary.

c. The Company has not issued any equity shares with differential rights to dividend, voting or otherwise.

d. The Company has not issued any shares, warrants, debentures, bonds or any other convertible or nonconvertible securities.

e. The Company has not issued any sweat Equity shares to its directors or employees.

f. The Company has not made any changes in the voting rights.

g. The Company has not reduced or bought back its share capital, has not changed the share capital structure from any restructuring.

h. The company’s securities were not suspended for trading during the year.

i. The Company has not failed to implement any corporate action.

j. The disclosure pertaining to explanation for any variations or deviation in connection with certain terms of a public issue, right issue, preferential issue etc is not applicable to the company.

k. There was no revision of financial statements and Board''s Report of the Company during the year under review.

l. None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act 2013.

m. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and

n. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

o. No credit rating has been obtained by the Company with respect to its securities.

ACKNOWLEDGEMENTS:

Your directors place on records their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

By Order of the Board For Elcid Investments Limited

Varun Vakil Chairman (DIN: 01880759)

Mumbai: May 21, 2024

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Mar 31, 2014

The Members . Elcid Investments Limited

The Directors have pleasure in.presenting the Thirty Third Annual Report together with the audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

PARTICULARS . 2013-14 2012-13

Net Profit before tax 163,704,763 128,851,818

Less; Provisions for taxation 4,500,000 1,200,000

Less; Deferred Tax 409,851 (29,287)

Net Profit after tax 158,794,912 127,681,105

Add: Balance brought forward from last year's Balance Sheet 400,989,615 314,048,410

Disposable Profit 559,784,527 441,729,515

Less: Transfer to Special Reserve 32,000,000 25,600,000

Less: Transfer to General Reserve 16,000,000 12,800,000

Less: Proposed Dividend on Equity 2,000,000 2,000,000

Corporate Dividend Tax 339,900 339,900

Balance carried to Balance Sheet 509,444,627 400,989,615

1. DIVIDENDS: .

Your Directors have pleasure to recommend payment of Dividend for the year ended 31.03.2014 on 200000 Equity Shares of Rs.10/- each at 10.00.(Previous year Rs.10.00 per share) The Dividend on equity

- shares, if approved, would amount to Rs. 23.40 Lacs including corporate dividend tax of 3.40 Lacs and will be paid to those members whose names appear on the Register of Members as on 20th August, 2014. 2. FIXED DEPOSITS:

The company does not accept any Fixed Deposits from the Public. . .

3. EMPLOYEES:

There are no employees drawing any remuneration in terms of section 217(2A) of the Companies Act, 1956, read with the Companies (particulars of employees) Rules, 1975 (as amended).

4. DIRECTORS:

Mr. Amar A. Vakil and Ms. Nehal A. Vakil retire by rotation and being eligible, offer themselves for reappointment.

5. DIRECTOR'S RESPONSILITY STATEMENT:

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director's Responsibility Statement, it is hereby confirmed:

1. That in preparation of the accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review:

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of .the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

4. That the directors have prepared the accounts for the financial year ended March 31, 2014 on'a 'going concern' basis.

6. SUBSIDIARY:

As required under Section 212 of the Companies Act, 1956, the audited statement of accounts of Subsidiary Companies along with the Report of Board of Directors and Auditors for the ended March 31,2014 is annexed,

7. AUDITORS AUDITOR'S REPORT:, .

M/s. Deepak Shah & Company, Chartered Accountants, retire as the Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office if reappointed, Your Directors recommend their re-appointment for the ensuing year.

8. INFORMATION AS PER SECTION 217m fel READ WITH COMPAINES ^DISCLOSURE OF PARTICULARS IN THE REPORT BOARD OF DIRECTORS') RULES. 1988:

The particulars regarding Conservation of Energy, Technology Absorption is not given as the same is not applicable. The Company has not earned any Foreign Exchange and has no outgo of Foreign Exchange.

9. COMPLIANCE CERTIFICATE:

Your company does not attract the conditions of Corporate Governance as stipulated under clause 49 of Listing Agreement with the Stock Exchange, Mumbai, as per Schedule of implementation.

10. SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with the provisions of section 383A of the .companies Act, 1956, a certificate from Mr. Bhupendra K. Shroff, Company Secretary, Certifying that the Company has complied with all the provisions of the companies Act, 1956, is given in the annexure and forms part of this report.

For And On Behalf Of The Board

Nehal A, Vakil Chairperson Mumbai: May 27, 2014

---

Mar 31, 2013

To, The Member of Elcid Investments Limited

The Directors have pleasure in presenting the Thirty Second Annual Report together with the audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS:

PARTICULARS 2012-13 2012

Net Profit before tax 128,851,818 103,802,617

Less: Provisions for taxation 1,200,000 1,000,000

Less: Deferred Tax (29,287) (79,917)

Net Profit after tax 127,681,105 102,882,534

Add: Balance brought forward from last year''s

Balance Sheet 314,048,410 244,390,326

Disposable Profit 441,729,515 347,272,860

Less: Transfer to Special Reserve 25,600,000 20,600,000

Less: Transfer to General Reserve 12,800,000 10,300,000

Less: Proposed Dividend on Equity 2,000,000 2,000,000

Corporate Dividend Tax 339,900 324,450

Balance carried to Balance Sheet 400,989,615 314,048,410

1. DIVIDENDS:

Your Directors have pleasure to recommend payment of Dividend for the year ended 31.03.2013 on 200000 Equity Shares of ?.10A each at ?.10.00.(Previous year ?.10.00 per share) The Dividend on equity shares, if approved, would amount to ?. 23.40 Lacs including corporate dividend tax of ?. 3.40 Lacs and will be paid to those members whose names appear on the Register of Members as on 9th August, 2013.

2. FIXED DEPOSITS:

The company does not accept any Fixed Deposits from the Public.

3. EMPLOYEES:

There are no employees drawing any remuneration in terms of section 217(2A) of the Companies Act, 1956, read with the Companies (particulars of employees) Rules, 1975 (as amended).

4. DIRECTORS:

Mr. Varun A. Vakil and Mr. Bharat B. Talati retire by rotation and being eligible, offer themselves for reappointment.

5. DIRECTOR''S RESPONSILITY STATEMENT:

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director''s Responsibility Statement, it is hereby confirmed:

1. That in preparation of the accounts for the financial year ended March 31,2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review:

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

4. That the directors have prepared the accounts for the financial year ended March 31, 2013 on a ''going concern'' basis.

6. SUBSIDIARY:

As required under Section 212 of the Companies Act, 1956, the audited statement of accounts of Subsidiary Companies along with the Report of Board of Directors and Auditors for the ended March 31,2013 is annexed.

7. AUDITORS & AUDITOR''S REPORT:

M/s. Deepak Shah &c Company, Chartered Accountants, retire as the Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office if reappointed. Your Directors recommend their re-appointment for the ensuing year.

8. INFORMATION AS PER SECTION 217(T) (e) READ WITH COMPAINES DISCLOSURE OF PARTICULARS IN THE REPORT BOARD OF DIRECTORS'') RULES, 1988:

The particulars regarding Conservation of Energy, Technology Absorption is not given as the same is not applicable. The Company has not earned any Foreign Exchange and has no outgo of Foreign

Exchange.

9. COMPLIANCE CERTIFICATE:

Your company does not attract the conditions of Corporate Governance as stipulated under clause 49 of Listing Agreement with the Stock Exchange, Mumbai, as per Schedule of implementation.

10. SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with the provisions of section 383A of the companies Act, 1956, a certificate from Mr. Bhupendra K. Shroff, Company Secretary, Certifying that the Company has complied with all the provisions of the companies Act, 1956, is given in the annexure and forms part of this report.

For And On Behalf Of The Board

Varun A. Vakil

Chairman

Mumbai: May 20,2013

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Mar 31, 2012

The Directors have pleasure in presenting the Thirty First Annual Report together with the audited Statement of Accounts for the year ended 31st March, 2012.

I.

FINANCIAL RESULTS:

(as per standalone basis)

2011-12 2010-11 Rs Rs

Net Profit before tax 103,802,617 88,947,351

Less: Provisions for taxation 1,000,000 1,000,000

Less: Deferred Tax (79,917) (124,675)

Less: Prior Period Adjustments - (107,923)

Net Profit after tax 102,882,535 88,072,026

Add Balance brought forward from last year's ' Balance Sheet 244,390,325 185,250,672

Disposable Profit 347,272,860 273,214,775

Less: Transfer to Special Reserve 20,600,000 17,600,000

Less: Transferto General Reserve 10,300,000 8,900,000

Less: Proposed Dividend on Equity 2,000,000 2,000,000

Corporate Dividend Tax 324,450 324.450

Balance carried to Balance Sheet 314,048,410 244,390,325

1. DIVIDENDS:

Your Directors have pleasure to recommend payment of Dividend for the year ended 31.03.2012 on 200000 Equity Shares of Rs..10/- each at Rs..10.00. (Previous year Rs..10.00 per share) The Dividend on equity shares, if approved, would amount to Rs.. 23.24 Lacs including corporate dividend tax of Rs.. 3.24 Lacs and will be paid to those members whose names appear on the Register of Members as on 31st August, 2012.

2. FIXED DEPOSITS:

The company does not accept any Fixed Deposits from the Public.

3. EMPLOYEES:

There are no employees drawing any remuneration in terms of section 217(2A) of the Companies Act,

1956, read with the Companies (particulars of employees) Rules, 1975 (as amended).

4. DIRECTORS:

Mr. Amar A. Vakil and Mr. Mahesh C. Dalai retire by rotation and being eligible, offer them/selves for reappointment.

5. DIRECTOR'.S RESPONSILITY STATEMENT:

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director'.s Responsibility Statement, it is hereby confirmed:

1. That in preparation of the accounts for the financial year ended March 31,2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review:

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

4. That the directors have prepared the accounts for the financial year ended March 31,2012 on a 'going concern'. basis.

6. SUBSIDIARY:

As required under Section 212 of the Companies Act, 1956, the audited statement of accounts of Subsidiary Companies along with the Report of Board of Directors and Auditors for the ended March 31,2012 is annexed.

7. AUDITORS & AUDITOR'.S REPORT:

M/s. Deepak Shah Company, Chartered Accountants, retire as the Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office if reappointed. Your Directors recommend their re-appointment for the ensuing year.

8. INFORMATION AS PER SECTION 217(1) to READ WITH COMPAINES (DISCLOSURE OF PARTICULARS IN THE REPORT BOARD OF DIRECTORS' RULES. 1988:

The particulars regarding Conservation of Energy, Technology Absorption is not given as the same is not applicable. The Company has not earned any Foreign Exchange and has no outgo of the Foreign Exchange.

9. COMPLIANCE CERTIFICATE: I

Your company does not attract the conditions of Corporate Governance as stipulated under clause 49 of Listing Agreement with the Stock Exchange, Mumbai, as per Schedule of implementation.

10. SECRETARIAL COMPLIANCE CERTIFICATE:'

In accordance with the provisions of section 383A of the companies Act, 1956, a certificate from Mr. Bhupendra K. Shroff, Company Secretary, Certifying that the Company has complied with all the provisions of the companies Act, 1956, is given in the annexure and forms part of this report.

For And On Behalf Of The Board

Vanin A. Vakil Chairman

Mumbai: May 26,2012

---

Mar 31, 2010

The Directors have pleasure in presenting the Twenty Nineth Annual Report together with the audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS:

2009-10 2008-09 Rs. Rs.

Net Profit before tax 64,115,339 51,517,672

Less: Provisions for taxation 550,000 250,000

Less: Deferred Tax (337585) -

Less: Fringe Benefit Tax - 4,200

Net Profit after tax 63,902,924 51,263,472

Add: Balance brought forward

from last years

Balance Sheet 142,887,648 112,964,076

Disposable Profit 206,790,572 164,227,548

Less: Transfer to Special Reserve 12,800,000 11,000,000

Less: Transfer to General Reserve 6,400,000 8,000,000

Less: Proposed Dividend on Equity 2,000,000 2,000,000

Corporate Dividend Tax 339,900 339,900

Balance carried to Balance Sheet 185,250,672 142,887,648

1. DIVIDENDS:

Your Directors have pleasure to recommend payment of Dividend for the year ended 31.3.2010 on 200000 Equity Shares of Rs.l0/- each at Rs10.00.(Previous year-Rs.10.00 per share) The Dividend on equity shares, if approved, would amount to Rs. 23.40 Lacs including corporate dividend tax of Rs. 3.40 Lacs and will be paid to those members whose names appear on the Register of Members as on 13th September, 2010.

2. FIXED DEPOSITS:

The company does not accept any Fixed Deposits from the Public.

3. EMPLOYEES:

There are no employees drawing any remuneration in terms of section 217(2A) of the Companies Act, 1956, read with the Companies (particulars of employees) Rules, 1975 (as amended).

4. DIRECTORS:

Mr. Mahesh C. Dalai and Mr. Bharat B. Talati retire by rotation and being eligible, offer themselves for reappointment.

5. DIRECTORS RESPONSILITY STATEMENT:

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

1. That in preparation of the accounts for the financial year ended March 31, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

4. That the directors have prepared the accounts for the financial year ended March 31, 2010 on a going concern basis.

6. SUBSIDIARY:

As required under Section 212 of the Companies Act, 1956, the audited statement of accounts of Subsidiary Companies along with the Report of Board of Directors and Auditors for the ended March 31,2010 is annexed.

7. AUDITORS & AUDITORS REPORT:

M/s. Deepak Shah & Company, Chartered Accountants, retire as the Auditors of the Company at the conclusion of .the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office if reappointed. Your Directors recommend their re appointment for the ensuing year.

8. INFORMATION AS PER SECTION 217 (1) (e) READ WITH COMPAINES (DISCLO- SURE OF PARTICULARS IN THE REPORT BOARD OF DIRECTORS) RULES, 1988:

The particulars regarding Conservation of Energy, Technology Absorption is not given as the same is not applicable. The Company has not earned any Foreign Exchange and has no outgo of the Foreign Exchange.

9. COMPLIANCE CERTIFICATE:

Your company does not attract the conditions of Corporate Governance as stipulated under clause 49 of Listing Agreement with the Stock Exchange, Mumbai, as per Schedule of implementation.

10. SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with the provisions of section 383A of the companies Act, 1956, a certificate from Mr. Bhupendra K. Shroff, Company Secretary, Certifying that the Company has complied with all the provisions of the companies Act, 1956, is given in the annexure and forms part of this report.

11. CORPORATE GOVERNANCE

The Ministry of Corporate Affairs, Government of India, during the year introduced the Corporate Governance Voluntary Guidelines, 2009. The Board would consider adopting the relevant provisions of the said guidelines as and when deemed appropriate.

FOR AND ON BEHALF OF THE BOARD

Nehal A.Vakil

Mumbai: July 16, 2010 CHAIRPERSON