Directors Report of Glance Finance Ltd.

Mar 31, 2025

Your Directors are pleased to present their 31st Annual Report on the business and operations of
your Company along with the audited Financial Statements for the Financial Year ended March
31,2025.

1. FINANCIAL RESULTS:

The Financial highlights for the year ended March 31,2025 are summarized below:

(Rs. in Lacs)

PARTICULARS	2024-2025	2023-2024
Revenue from Operations	2,540.70	2,323.15
Other Income	3.89	0.35
Total Revenue	2,544.59	2,323.50
Profit before Depreciation & Tax (PBDT)	1,018.45	943.07
Less: Depreciation	635.31	610.78
Profit before Taxation	383.14	332.29
Less: Current Tax	201.64	200.91
Less/(Add): Deferred Tax	(50.02)	(61.00)
Less/(Add): Earlier years adjustments	-	(170)
Net Profit after Tax	231.53	194.08
Other Comprehensive Income	602.16	935.10
Total Comprehensive Income	833.69	1,129.17

2. OPERATIONS

During the year under review, your Company has profit after tax of '' 231.53 lacs as against
profit after tax of '' 194.08 lacs during the previous year. During the year under review, the
company has undertaken following business activities:

1. Investment in Private and Public Market

2. Assets leasing

3. Revenue Based Funding

3. SHARE CAPITAL

As at March 31, 2025, the Authorized Share Capital of the Company is '' 3,50,00,000

divided into 31,00,000 equity shares of ''10/- each and 40,000 Preference Shares of '' 100/
- each.

The paid-up Equity Share Capital as on 31st March, 2025 is '' 2,27,52,000 divided into
22,75,200 equity shares of ''10/- each.

4. DIVIDEND

Due to conservation of resources for future expansion your directors have not recommended
any dividend on the Equity Shares for the financial year under review. Pursuant to Regulation
43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”), top one thousand listed
entities based on market capitalization shall formulate a dividend distribution policy. The
Company is outside the purview of top one thousand listed entities. In view of this formulation
of a dividend distribution policy is not applicable to the Company.

5. CHANGES IN THE NATURE OF BUSINESS

The Company did not undergo any change in the nature of its business during the fiscal
2025.

6. TRANSFER TO RESERVES

During the year under review your Company has transferred '' 46.31 lacs to the Statutory
Reserve fund as required pursuant to Section 45-IC of the RBI Act, 1934.

During the year under review the Board of Directors of your Company has decided not to
transfer any amount to General reserves and have decided to transfer '' 231.53 lacs to
retained earnings for the FY 2024-25.

During the year under review the realized gain of '' 411.01 Lakhs on FVTOCI Investments
have been transferred to retained earnings.

The closing balance of retained earnings of the Company as at 31st March, 2025, after all
appropriation and adjustments, was '' 2,875.44 lacs.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Narendra Laxman Arora (DIN: 03586182) was appointed as a Whole-time Director of

the Company at the Annual General Meeting held on September 25, 2020, for a tenure of
five years, effective from July 1,2020, to June 30, 2025. He is eligible for re-appointment.
Based on the performance evaluation and the recommendation of the Nomination and
Remuneration Committee (“NRC”), the Board of Directors, at its meeting held on May 15,
2025, approved the re-appointment of Mr. Arora as a Whole-time Director for a further
period of three consecutive years, from July 1, 2025, to June 30, 2028, subject to the
approval of the Members by way of a special resolution.

The profile of Mr. Narendra Laxman Arora, including his experience, attributes, skills, and
details of other directorships and committee memberships, is provided in the annexure to
the Notice of the Annual General Meeting.

During the year under review, the Non-Executive Directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees and reimbursement
of expenses incurred by them for the purpose of attending meetings of the Board/
Committee(s) of the Company.

8. RETIREMENT BY ROTATION

Section 152 of the Act provides that unless the Articles of Association provide for retirement
of all directors at every AGM, not less than two-third of the total number of directors of a
public company (excluding the Independent Directors) shall be persons whose period of
office is liable to determination by retirement of directors by rotation, of which one-third are
liable to retire by rotation. Accordingly, Mr. Narendra Karnavat (DIN: 00027130) is retiring
by rotation at the ensuing Annual General Meeting and being eligible, has offered himself
for re-appointment.

9. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013

The Company has not employed any individual whose remuneration falls within the purview
of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013,
read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

The information required under Section 197 of the Act read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are in Annexure
‘C’.

10. BOARD & COMMITTEE MEETINGS

a) Board Meetings

During the financial year 2024-25, Four (4) Board Meetings were held. The Corporate
Governance Report, which is part of this report, contains the details of the meetings of the
Board.

b) Committees

Pursuant to Section 177 and 178 of the Companies Act, 2013 and the rules made thereunder
and in accordance with SEBI Listing Regulations, the Board of Directors has constituted
three Committees, namely Audit Committee, Nomination and Remuneration Committee
and Stakeholders'' Relationship Committee.

All details pertaining to the composition of the Board and its committees are provided in the
Corporate Governance Report, which is a part of this report.

11. BOARD EVALUATION

The Board evaluated the effectiveness of its functioning of the Committees and of individual
Directors, pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing
Regulations.

The Board sought the feedback of Directors on various parameters including:

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

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

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

• Effectiveness of the deliberations and process management;

• Board/Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Master Circular issued by the Securities and
Exchange Board of India on November 11, 2024.

In a separate meeting of independent directors, performance of non-independent directors,
the Board as a whole and Chairman of the Company was evaluated, taking into account
the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance
of individual directors on the basis of criteria such as the contribution of the individual
directors to the board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.

12. DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The Company has received the necessary declaration from each Independent Director in
accordance with Section 149(7) of the Companies Act, 2013 read with Regulation 25(8) of
the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in
Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing
Regulations.

In the opinion of the Board, there has been no change in the circumstances which may
affect their status as Independent Directors of the Company and the Board is satisfied of
the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of
the Companies Act, 2013 and applicable rules thereunder) of all Independent Directors on
the Board. Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of
the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended,
Independent Directors of the Company have included their names in the data bank of
Independent Directors maintained with the Indian Institute of Corporate Affairs of Company.

13. KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the
Company are

Mr. Vaibhav Karnavat, Wholetime Director
Mr. Narendra Arora, Wholetime Director
Ms. Ranjana Auti, Chief Financial Officer

Mr. Chirag Bhuptani, Company Secretary and Compliance Officer.

During the year under review, there has been no change in the Key Managerial Personnel
of the Company.

14. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company''s policy on Directors Appointment and Remuneration including criteria for
determining qualifications, positive attributes, independence of a Director and other matters

provided under sub-section (3) of Section 178 of the Companies Act, 2013 is available on
Company''s website at the link www.glancefinance.in.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34(2)(e) of SEBI Listing Obligations and Disclosure Requirements, 2015 is
annexed herewith as “Annexure B”.

16. AUDITORS

i) STATUTORY AUDITORS:

M/s. JMT & Associates, Chartered Accountants (Firm Registration No. 104167W), were
appointed as Auditors of the Company for a term of 5 (five) consecutive years i.e. up to
AGM to be held in the year 2026, at the AGM held on September 15, 2021. The Auditors
have confirmed that they are not disqualified from continuing as Auditors of the Company.

Auditors’ Report:

There are no qualifications, reservations or adverse remarks made by Statutory Auditors,
in their report. The Auditors have not reported any frauds.

ii) SECRETARIAL AUDITOR/ AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as
amended), the Board appointed Mr. Shiv Hari Jalan, Practicing Company Secretary (FCS
No. 5703 C.P No. 4226) to undertake the Secretarial Audit of the Company for the financial
year 2024-25 (“FY25”). The Secretarial Audit Report for the FY25 is annexed as “Annexure
A” and forms an integral part of this Report. The Secretarial Audit Report for the year
ended March 31,2025 does not contain any qualification, reservation or adverse remark.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations (as amended),
the aforesaid provisions of the Companies Act, 2013 and based on the recommendations
of the Audit Committee and subject to the approval of the members of the Company, the
Board has appointed Mr. Shiv Hari Jalan, Proprietor of Shiv Hari Jalan & Co., Company
Secretary in practice (FCS No. 5703; C.P. No. 4226) as the Secretarial Auditor of the
Company for a term of 5 (Five) consecutive years to hold office from the conclusion of

ensuing AGM till the conclusion of 36th AGM to be held for the financial year 2029-30 i.e. to
conduct the Secretarial Audit from the financial year 2025-26 to the financial year 2029-30.

Brief profile of the said proposed Secretarial Auditor is separately provided in the Notice of
ensuing AGM. Mr. Shiv Hari Jalan has given his consent to act as the Secretarial Auditor of
the Company and confirmed that: (i) the aforesaid appointment, if made, would be within
the prescribed limits under the Act & Rules made thereunder and SEBI Listing Regulations;
and (ii) he is not disqualified to be appointed as the Secretarial Auditor in terms of provisions
of the Act, Rules made thereunder and SEBI Listing Regulations.

iii) COST AUDITOR:

Appointment of cost auditors is not applicable to company.

17. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

M/s. M. R. Sharma & Co., Chartered Accountants, Mumbai is appointed as the Internal
Auditors of the company for the Financial Year 2024-25.

Based on the report of Internal Audit function, corrective action are undertaken in the
respective areas and thereby strengthen the controls. Significant audit observations and
corrective actions thereon are presented to the Audit Committee of the Board.

During the year under review, no material or serious observation has been received from
the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

18. VIGIL MECHANISM AND REPORTING OF FRAUDS

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

19. RISK MANAGEMENT

The Company has laid down the procedures to inform to the Board about the risk assessment

and minimization procedures and the Board has formulated Risk management policy to
ensure that the Board, its Audit Committee and its Executive Management should collectively
identify the risks impacting the Company''s business and document their process of risk
identification, risk minimization, risk optimization as a part of a Risk Management Policy/
strategy.

The common risks inter alia are: Regulations, Credit Risk, Foreign Exchange and Interest
Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention of
Talent and Expansion of Facilities etc. Business risk, inter-alia, further includes financial
risk, political risk, legal risk, etc. The Board reviews the risk trend, exposure and potential
impact analysis and prepares risk mitigation plans, if necessary. Details of the Risk
management Policy have been uploaded on the website of the Company.

20. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the
Company as on March 31, 2025 is available on the website of the Company at https://
www.glancefinance.in.

21. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

No material changes and commitments affecting the Financial Position of the Company
have occurred between the end of the financial year of the Company to which the Financial
Statement relate and the date of this Report.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans given and investments made as at 31.03.2025 have been disclosed
in the financial statements. There are no guarantees given by the Company as at 31.03.2025.

23. RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations,
the Company has formulated a Policy on Related Party Transactions. The Policy can be
accessed on the Company''s website at https://www.glancefinance.in/investor.

All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm''s length
basis. These transactions with related parties during the financial year 2024-25 were not

material within the meaning and scope of Section 188 of Companies Act, 2013. Materiality
w.r.t Transactions with Related Parties: The Transactions with Related Parties, if any are
identified as material based on policy of materiality defined by Board of Directors. Any
transaction which is likely to exceed/ exceeds 10% of previous year''s Turnover of the
Company during the current financial year is considered as Material by the Board of Directors.
Thus, the information pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company.

24. CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance as stipulated
under the SEBI Listing Regulations, and accordingly, the Corporate Governance Report
and the requisite Certificate from M/s Shivhari Jalan & Co., the Secretarial Auditor of the
Company, regarding compliance with the conditions of Corporate Governance forms a part
of this Report. Corporate Governance report is attached herewith as “Annexure D” to the
Board''s Report.

25. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following
items as there were no transactions on these items during the year under review:

1. The Company has not issued any shares with differential rights and hence no information
as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.

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

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

4. During the year under review, there were no instances of non-exercising of voting rights in
respect of shares purchased directly by employees under a scheme pursuant to Section
67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules,
2014 is furnished.

5. No orders have been passed by any Regulator or Court or Tribunal which can have an
impact on the going concern status and the Company''s operations in future.

6. No Significant orders have been passed by the Regulators, Courts, Tribunals impacting
going concern status and status of company''s operations in future.

7. During the year under review there are no shares in the demat suspense account or
unclaimed suspense account of the Company.

8. There are no details to be disclosed under Section 134(3)(ca) of the Companies Act, 2013
as there has been no such fraud reported by the Auditors under Section 143(12) of the
Companies Act, 2013.

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

10. During the Financial year no application has been made and no proceeding is pending
under the Insolvency and Bankruptcy Code, 2016.

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND MATERNITY
BENEFIT ACT, 1961

The Company has in place a policy for prevention of Sexual Harassment at the Workplace
in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Company is not required to constitute committee.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013:

Sr. No.	Particulars	Number
1.	Number of Complaints filed during the financial year	NIL
2.	Number of Complaints disposed of during the financial year	NIL
3.	Number of Complaints pending for more than ninety days	NIL

Disclosures in relation to Maternity Benefit Act, 1961:

During the year under review, there were no employees eligible to avail benefits under the
Maternity Benefit Act, 1961. However, the Company remains fully compliant with the
provisions of the Act and is committed to ensuring adherence to all applicable laws and
regulations.

27. (a) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Your Company has directed its efforts to reduce energy costs by way of optimum utilization
of electricity in its day to day activities. Your Company adopts modern technology in its day
to day activities with a view of optimization of energy and other natural resources.

(b) FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no foreign exchange inflow or outflow during the year under review.

28. CORPORATE SOCIAL RESPONSIBILITY

The Provisions of Section 134(3)(o) and Section 135 of the Companies Act, 2013 read with
Rule 8 of Companies (CSR Policy) Rules, 2014 regarding Corporate Social Responsibility
do not apply to the company for the period under review.

29. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013 with respect to
Directors'' Responsibility Statement, it is hereby confirmed that:-

(a) In the preparation of the Annual Accounts for the year ended 31st March, 2025, the applicable
accounting standards have been followed along with proper explanation relating to material
departures, if any;

(b) Such accounting policies as mentioned in the Notes to the Financial Statements have been
selected and applied consistently and judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as at 31st
March, 2025 and of the profit of the Company for the year ended on that date;

(c) The Directors have taken proper and sufficient care for maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts for the year ended 31st March, 2025 have been prepared on a going
concern basis;

(e) Directors has laid down internal financial controls to be followed by the Company and such
Internal Financial Controls are adequate and operating effectively;

(f) Proper systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

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

31. FAMILIARIZATION PROGRAMS OF INDEPENDENT DIRECTORS:

Your Company has established well defined familiarization and induction program. Further,
at the time of the appointment of an Independent Director, the Company issues a Letter of
appointment outlining his / her role, function, duties and responsibilities. The details of
familiarization program is available on the website of the Company at https://
www.glancefinance.in/Investor.

32. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING:

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

33. MAINTENANCE OF COST RECORDS:

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

34. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the Investors
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 and all the applicable amendments and re-enactments made thereunder, all shares
in respect of which dividend has not been paid or claimed for seven consecutive years or
more shall be transferred by the company in the name of Investor Education and Protection
Fund. During the year under review, the Company was not required to transfer any unpaid
dividend to Investor Education and Protection Fund and Equity Shares to the demat account
of Investor Education and Protection Fund (IEPF).

Details of Nodal Officer are displayed on the Company''s website at:
https://glancefinance.in/investors/

35. SUBSIDIARIES/ ASSOCIATES/JOINT VENTURES

The Company has no subsidiary/Joint ventures/Associate Companies as per the provisions
of Companies Act, 2013.

36. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2025-26 to
BSE Ltd where the Company''s Shares are listed.

37. PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance
of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing
of details of deposits which are not in compliance with the Chapter V of the Act is not
applicable.

38. STATEMENT ON COMPLIANCES OF SECRETARIAL STANDARDS:

The Company has in place proper systems to ensure compliance with the provisions of the
applicable secretarial standards issued by The Institute of the Company Secretaries of
India and such systems are adequate and operating effectively.

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

There were no orders passed by any Regulator or Court during the year.

40. DISCLOSURE AS REQUIRED UNDER CLAUSE 5A TO PARA A OF PART A OF
SCHEDULE III OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015:

The Company or the shareholders, promoters, promoter group entities, related parties,
directors, key managerial personnel, employees of the listed entity or of its holding, subsidiary
or associate company has not entered into agreements among themselves or with a third
party, or solely or jointly, which, either directly or indirectly or potentially or whose purpose
and effect is to, impact the management or control of the Company or impose any restriction
or create any liability upon the Company.

41. ACKNOWLEDGEMENT:

Your Directors acknowledge with gratitude the support received by the Company from the
Banks, Government Agencies/ organizations and employees of your Company.

Your Directors also acknowledge with thanks the faith reposed by the Investors in the
Company and look forward to their continued support for times to come.

By order of the Board of Directors,

For Glance Finance Limited

Narendra Karnavat Narendra Arora

Director Wholetime Director

(DIN:00027130) (DIN:03586182)

Place: Mumbai.

Date: 07.08.2025

---

Mar 31, 2024

Your Directors are pleased to present their 30thAnnual Report on the business and operations of
your Company along with the audited Financial Statements for the Financial Year ended March
31,2024.

1. FINANCIAL RESULTS:

The Financial highlights for the year ended March 31,2024 are summarized below:

(Rs in lacs)

PARTICULARS	2023-2024	2022-2023
Revenue from Operations	2,323.15	820.75
Other Income	0.35	7.61
Total Revenue	2,323.50	828.36
Profit before Depreciation & Tax (PBDT)	943.07	403.82
Less: Depreciation	610.78	436.01
Profit before Taxation	332.29	(32.19)
Less: Current Tax	200.91	20.97
Less/(Add): Deferred Tax	(61.00)	(23.77)
Less/(Add): Earlier years adjustments	(170)	-
Net Profit after Tax	194.08	(29.39)
Other Comprehensive Income	935.10	123.05
Total Comprehensive Income	1,129.17	93.66

2. OPERATIONS

During the year under review, your Company has profit after tax of '' 194.08 lacs as against
loss after tax of '' (29.39) lacs during the previous year. During the year under review, the
company has undertaken following business activities:

1. Investment in Private and Public Market

2. Assets leasing

3. Revenue Based Funding

3. SHARE CAPITAL

As at March 31, 2024, the Authorized Share Capital of the Company is '' 3,50,00,000

divided into 31,00,000 equity shares of ''10/- each and 40,000 Preference Shares of '' 100/
- each.

The paid-up Equity Share Capital as on 31st March, 2024 is '' 2,27,52,000 divided into
22,75,200 equity shares of ''10/- each.

4. DIVIDEND

Due to conservation of resources for future expansion your Directors have not recommended
any dividend on the Equity Shares for the financial year under review. Pursuant to Regulation
43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”), top one thousand listed
entities based on market capitalization shall formulate a dividend distribution policy. The
Company is outside the purview of top one thousand listed entities. In view of this formulation
of a dividend distribution policy is not applicable to the Company.

5. TRANSFER TO RESERVES

During the year under review your Company has transferred '' 38.82 lacs to the Statutory
Reserve fund as required pursuant to Section 45-IC of the RBI Act, 1934.

During the year under review the Board of Directors of your Company has decided not to
transfer any amount to General reserves and have decided to transfer '' 194.08 lacs to
retained earnings for the FY 2023-24.

During the year under review the realized gain of '' 403.84 Lakhs on FVTOCI have been
transferred to retained earnings.

The closing balance of retained earnings of the Company as at 31st March, 2024, after all
appropriation and adjustments, was '' 2,279.21 lacs.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Padam Jain (DIN: 00310513) was appointed as an Additional Independent Director
with effect from August 08, 2023 and his appointment as an Independent Director for a
term of 5 consecutive years with effect from August 08, 2023 was approved by the
shareholders in the 29th AGM held on September 23, 2023.

Mrs. Vandana Vasudeo (DIN: 00006899) was re-appointed as an Independent Director of
the Company at the AGM, held on September 23, 2023 for a second term of 5 consecutive
years from November 05, 2023 to November 04, 2028.

Mr. Milind Hasmukh Gandhi (DIN: 01658439) ceased to be Non-Executive, Independent
Director of the Company, on completion of second term of 5 (five) years with effect from
March 31,2024.

Mr. Prasan Bhandari (DIN: 08602274) was appointed as an Independent Director of the
Company at the AGM, held on September 25, 2020 for a tenure of 5 years from November
07, 2019 to November 06, 2024. Pursuant to the provisions of Section 149 of the Act read
with relevant rules made thereunder, an independent director can hold the office for a term
of up to 5 consecutive years on the Board of a company, but is eligible for re-appointment
on passing of a special resolution by the company, based on the report of evaluation of
performance for another term of up to 5 years No independent director can hold office for
more than two consecutive terms.

Further to the aforesaid and based on the recommendation of the Nomination and
Remuneration Committee of the Company (“NRC”), the Board at its Meeting held on July
22, 2024 has approved the re-appointment of Mr. Prasan Bhandari (DIN: 08602274) as an
Independent Director for a second term of 5 consecutive years from November 07, 2024 to
November 06, 2029, subject to the approval of the Members by way of a special resolution.

The NRC identifies and ascertains the integrity, professional qualification, areas of expertise
and experience of the person, who is proposed to be appointed as a director and appropriate
recommendation is made to the Board with respect to his / her appointment to maintain
balance, ensure effective functioning of the Board and ensure orderly succession planning.
The Board is of the opinion that the Independent Directors of the Company possess requisite
qualifications, experience, expertise and hold highest standards of integrity.

During the year, the non-executive directors of the Company had no pecuniary relationship
or transactions with the Company, other than sitting fees, and reimbursement of expenses
incurred by them for the purpose of attending meetings of the Company.

7. RETIREMENT BY ROTATION

Section 152 of the Act provides that unless the Articles of Association provide for retirement
of all directors at every AGM, not less than two-third of the total number of directors of a

public company (excluding the Independent Directors) shall be persons whose period of
office is liable to determination by retirement of directors by rotation, of which one-third are
liable to retire by rotation. Accordingly, Mr. Vaibhav Narendra Karnavat (DIN: 01983232) is
retiring by rotation at the ensuing Annual General Meeting and being eligible, has offered
himself for re-appointment.

8. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013

The Company has not employed any individual whose remuneration falls within the purview
of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013,
read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

The information required under Section 197 of the Act read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are in Annexure
''C''.

9. BOARD & COMMITTEE MEETINGS

a) Board Meetings

During the financial year 2023-24, Four (4) Board Meetings were held. The Corporate
Governance Report, which is part of this report, contains the details of the meetings of the
Board.

b) Committees

Pursuant to Section 177 and 178 of the Companies Act, 2013 and the rules made thereunder
and in accordance with SEBI Listing Regulations, the Board of Directors has constituted
five Committees, namely Audit Committee, Nomination and Remuneration Committee and
Stakeholders'' Relationship Committee.

All details pertaining to the composition of the Board and its committees are provided in the
Corporate Governance Report, which is a part of this report.

10. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board

committees, and individual directors pursuant to the provisions of the Act and SEBI Listing
Regulations.

The performance of the board was evaluated by the Board after seeking inputs from all the
directors on the basis of criteria such as the board composition and structure, effectiveness
of board processes, information and functioning, etc. The performance of the committees
was evaluated by the Board after seeking inputs from the committee members on the
basis of criteria such as the composition of committees, effectiveness of committee
meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors,
the Board as a whole and Chairman of the Company was evaluated, taking into account
the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance
of individual directors on the basis of criteria such as the contribution of the individual
directors to the board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.

11. DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The Company has received following declarations from all the Independent Directors
confirming that

a) They meet the criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Rules issued thereunder, as well as of Regulation 16 of the SEBI
Listing Regulations.

b) In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors)
Rules, 2014, they have registered themselves with the Independent Director''s data bank
maintained by the Indian Institute of Corporate Affairs at Manesar.

c) In terms of Regulation 25(8) of the SEBI Listing Regulations, they are not aware of any
circumstances or situation, which exist or may be reasonably anticipated, that could impair
or impact their ability to discharge their duties.

None of the Directors of the Company are disqualified for being appointed as Directors as
specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules, 2014 (as amended).

The independent directors have also complied with the Code for Independent Directors

prescribed in Schedule IV to the Act and Code of Conduct for Directors and senior
management personnel. In the opinion of the Board, there has been no change in the
circumstances which may affect their status as Independent Directors of the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite
qualifications, experience and expertise and they hold highest standards of integrity.

The Independent Directors of your Company have registered on the Independent Directors''
Databank pursuant to the provisions of Section 149 of the Companies Act, 2013 and the
applicable rules thereunder (“Act”). The Independent Directors, as on March 31, 2024,
have informed the Company, that they have either claimed exemption or passed the online
proficiency test prescribed under the Act.

12. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company''s policy on Directors Appointment and Remuneration including criteria for
determining qualifications, positive attributes, independence of a Director and other matters
provided under sub-section (3) of Section 178 of the Companies Act, 2013 is available on
Company''s website at the link www.glancefinance.in.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34(2)(e) of SEBI Listing Obligations and Disclosure Requirements, 2015 is
annexed herewith as “Annexure B”.

14. AUDITORS

i) STATUTORY AUDITORS:

M/s. JMT & Associates, Chartered Accountants (Firm Registration No. 104167W), were
appointed as Auditors of the Company for a term of 5 (five) consecutive years i.e. up to
AGM to be held in the year 2026, at the AGM held on September 15, 2021. The Auditors
have confirmed that they are not disqualified from continuing as Auditors of the Company.

Auditors’ Report:

There are no qualifications, reservations or adverse remarks made by Statutory Auditors,

in their report. The Auditors have not reported any frauds.

ii) SECRETARIAL AUDITOR:

As per Section 204 of the Companies Act, 2013, and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, as amended, the Company has
appointed M/s Shivhari Jalan & Co., Practicing Company Secretaries, Mumbai, to conduct
the Secretarial Audit of your Company for the financial year 2023-24.

Secretarial Audit Report:

As required by Section 204 of the Act, 2013, the Secretarial Audit Report for the year 2023¬
24 is given by M/s Shivhari Jalan & Co., practicing Company Secretary for auditing the
Secretarial and related records is attached herewith as “Annexure A” to the Board''s Report.

There are no qualifications, reservations or adverse remarks made by Secretarial Auditors,
in their report.

iii) COST AUDITOR:

Appointment of cost auditors is not applicable to company.

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

M/s. M. R. Sharma & Co., Chartered Accountants, Mumbai is appointed as the Internal
Auditors of the company for the Financial Year 2023-24.

Based on the report of Internal Audit function, corrective action are undertaken in the
respective areas and thereby strengthen the controls. Significant audit observations and
corrective actions thereon are presented to the Audit Committee of the Board.

During the year under review, no material or serious observation has been received from
the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

16. VIGIL MECHANISM AND REPORTING OF FRAUDS

The Company has established a vigil mechanism and oversees through the Audit Committee,
the genuine concerns expressed by the employees and other Directors. The Company has

also provided adequate safeguards against victimization of Employees and Directors who
express their concerns. The Company has also provided direct access to the Chairman of
the Audit Committee on reporting issues concerning the interests of Company''s employees
and the Company. The Vigil Mechanism Policy is available on Company''s website https://
www.glancefinance.in.

17. RISK MANAGEMENT

The Company has laid down the procedures to inform to the Board about the risk assessment
and minimization procedures and the Board has formulated Risk management policy to
ensure that the Board, its Audit Committee and its Executive Management should collectively
identify the risks impacting the Company''s business and document their process of risk
identification, risk minimization, risk optimization as a part of a Risk Management Policy/
strategy.

The common risks inter alia are: Regulations, Credit Risk, Foreign Exchange and Interest
Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention of
Talent and Expansion of Facilities etc. Business risk, inter-alia, further includes financial
risk, political risk, legal risk, etc. The Board reviews the risk trend, exposure and potential
impact analysis and prepares risk mitigation plans, if necessary. Details of the Risk
management Policy have been uploaded on the website of the Company.

18. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the
Company as on March 31, 2024 is available on the website of the Company at https://
www.glancefinance.in.

19. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

No material changes and commitments affecting the Financial Position of the Company
have occurred between the end of the Financial year of the Company to which the Financial
Statement relate and the date of this Report.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans given and investments made as at 31.03.2024 have been disclosed

21. RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm''s length
basis. These transactions with related parties during the financial year 2023-24 were not
material within the meaning and scope of Section 188 of Companies Act, 2013. Materiality
w.r.t Transactions with Related Parties: The Transactions with Related Parties, if any are
identified as material based on policy of materiality defined by Board of Directors. Any
transaction which is likely to exceed/ exceeds 10% of previous year''s Turnover of the
Company during the current financial year is considered as Material by the Board of Directors.
Thus the information pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company.

22. CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance as stipulated
under the SEBI Listing Regulations, and accordingly, the Corporate Governance Report
and the requisite Certificate from M/s Shivhari Jalan & Co., the Secretarial Auditor of the
Company, regarding compliance with the conditions of Corporate Governance forms a part
of this Report. Corporate Governance report is attached herewith as “Annexure D” to the
Board''s Report.

23. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following
items as there were no transactions on these items during the year under review:

1. The Company has not issued any shares with differential rights and hence no information
as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.

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

3. The Company has not issued any equity shares under Employees Stock Option Scheme

during the year under review and hence no information as per provisions of Section 62(1)(b)
of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules,
2014 is furnished.

4. During the year under review, there were no instances of non-exercising of voting rights in
respect of shares purchased directly by employees under a scheme pursuant to Section
67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules,
2014 is furnished.

5. No orders have been passed by any Regulator or Court or Tribunal which can have an
impact on the going concern status and the Company''s operations in future.

6. No Significant orders have been passed by the Regulators, Courts, Tribunals impacting
going concern status and status of company''s operations in future.

7. During the year under review there are no shares in the demat suspense account or
unclaimed suspense account of the Company.

8. There are no details to be disclosed under Section 134(3)(ca) of the Companies Act, 2013
as there has been no such fraud reported by the Auditors under Section 143(12) of the
Companies Act, 2013.

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

10. During the Financial year no application has been made and no proceeding is pending
under the Insolvency and Bankruptcy Code, 2016.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy for prevention of Sexual Harassment at the Workplace
in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

In terms of Section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, we report that, during the financial year 2023-24, no

case has been reported under the said act.

25. (a) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Your Company has directed its efforts to reduce energy costs by way of optimum utilization
of electricity in its day to day activities. Your Company adopts modern technology in its day
to day activities with a view of optimization of energy and other natural resources.

(b) FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no foreign exchange inflow or outflow during the year under review.

26. CORPORATE SOCIAL RESPONSIBILITY

The Provisions of Section 134(3)(o) and Section 135 of the Companies Act, 2013 read with
Rule 8 of Companies (CSR Policy) Rules, 2014 regarding Corporate Social Responsibility
do not apply to the company for the period under review.

27. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013 with respect to
Directors'' Responsibility Statement, it is hereby confirmed that:-

(a) In the preparation of the Annual Accounts for the year ended 31st March, 2024, the applicable
accounting standards have been followed along with proper explanation relating to material
departures, if any;

(b) Such accounting policies as mentioned in the Notes to the Financial Statements have been
selected and applied consistently and judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as at 31st
March, 2024 and of the profit of the Company for the year ended on that date;

(c) The Directors have taken proper and sufficient care for maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts for the year ended 31st March, 2024 have been prepared on a going
concern basis;

(e) Directors has laid down internal financial controls to be followed by the Company and such
Internal Financial Controls are adequate and operating effectively;

(f) Proper systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.

28. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

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

29. FAMILIARIZATION PROGRAMS OF INDEPENDENT DIRECTORS:

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

30. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING:

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

31. MAINTENANCE OF COST RECORDS:

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

32. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the Investors
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,

2016 and all the applicable amendments and re-enactments made thereunder, all shares
in respect of which dividend has not been paid or claimed for seven consecutive years or
more shall be transferred by the company in the name of Investor Education and Protection
Fund. During the year under review, the Company was not required to transfer any unpaid
dividend to Investor Education and Protection Fund and Equity Shares to the demat account
of Investor Education and Protection Fund (IEPF).

Details of Nodal Officer are displayed on the Company''s website at:
https://glancefinance.in/investors/

33. SUBSIDIARIES/ ASSOCIATES/JOINT VENTURES

The Company has no subsidiary/Joint ventures/Associate Companies as per the provisions
of Companies Act, 2013.

34. LISTING WITH STOCK EXCHANGES:

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.

35. PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance
of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing
of details of deposits which are not in compliance with the Chapter V of the Act is not
applicable.

36. STATEMENT ON COMPLIANCES OF SECRETARIAL STANDARDS:

The Board of Directors have complied with applicable Secretarial Standards as specified
u/s. 118 of Companies Act, 2013.

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

There were no orders passed by any Regulator or Court during the year.

38. DISCLOSURE AS REQUIRED UNDER CLAUSE 5A TO PARA A OF PART A OF
SCHEDULE III OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015:

The Company or the shareholders, promoters, promoter group entities, related parties,
directors, key managerial personnel, employees of the listed entity or of its holding, subsidiary
or associate company has not entered into agreements among themselves or with a third
party, or solely or jointly, which, either directly or indirectly or potentially or whose purpose
and effect is to, impact the management or control of the Company or impose any restriction
or create any liability upon the Company.

39. ACKNOWLEDGEMENT:

Your Directors acknowledge with gratitude the support received by the Company from the
Banks, Government Agencies/ organizations and employees of your Company.

Your Directors also acknowledge with thanks the faith reposed by the Investors in the
Company and look forward to their continued support for times to come.

By order of the Board of Directors,

For Glance Finance Limited

Narendra Karnavat Narendra Arora

Director Wholetime Director

(DIN:00027130) (DIN:03586182)

Place: Mumbai.

Date: 22.07.2024

---

Mar 31, 2015

Dear Members

The Directors have great pleasure to present their Twenty First Annual Report together with the Audited Accounts of your Company for the Financial Year ended 31st March 2015.

FINANCIAL RESULTS

The Financial highlights are summarized below:

(Rs. In Lacs)

PARTICULARS 2014-2015 2013-2014

Gross Income 2004.20 1278.15

Profit before Depreciation & Tax (PBDT) 233.74 174.68

Less : Depreciation 11.61 7.60

Profit before Taxation 222.13 167.08

Less : Provision for Tax 70.45 47.60

Add/Less : Deferred Tax 6.85 (5.60)

Add : Earlier years adjustments - -

Net Profit 151.68 119.48

OPERATIONS

During the year the gross income of the Company was Rs. 20.04 Crores as compared to Rs. 12.78 Crores in the previous year.

DIVIDEND

Your Directors have recommended dividend of Re. 0.75 per equity share (7.5%) amounting to Rs. 22.54 Lacs for the Financial Year 31st March 2015 (exclusive of tax of Rs. 4.59 Lacs)

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs.3,00,59,000. During the year under review, the Company has not issued any shares with differential rights as to dividend, voting or otherwise or convertible debentures.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the Financial Position of the Company have occurred between the end of the Financial year of the Company to which the Financial Statement relate and the date of this report.

DIRECTORS:

Shri Narendra Arora (DIN :03586182), Whole Time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Ms Mamta Thakkar (DIN:01267537) was appointed as an Additional Whole Time Director w.e.f 12th March 2015 in the Board Meeting held on 12th March 2015. She holds office upto the date of the ensuing Annual General Meeting. A Notice has been received in writing from the Members proposing her appointment as the Whole Time Director.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the sub-section (7) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges

DIRECTORS RESPONSIBILITY STATEMENT:

As As required by Section 134 (3) (c) of the Companies Act, 2013, your Board of Directors hereby state:

i) That in preparation of Annual Accounts for the Year ended 31st March, 2015, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

ii) That such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the Profit & Loss of the Company for the year ended on that date;

iii) That the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

iv) That the annual accounts have been prepared on a going concern basis;

v) That Directors has laid down internal financial controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively;

vi) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

BOARD EVALUATION

Pursuant to Section 178(2) of the Companies Act, 2013, the Nomination and Remuneration Committee has carried out evaluation of performance of every Director. The board has carried out an Annual performance evaluation of its own performance, of the Directors individually as well as evaluation of the working of its various Committees. The performance evaluation of Independent Director was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and Non-Independent Director was carried out by the Independent Director at their separate meeting.

Board Meeting and Attendance

During the financial year 2014-15, ten Board Meetings were held on 19th May, 2014, 13th June, 2014, 01st August, 2014, 13th August, 2014, 21st August, 2014, 10th November, 2014, 22nd December, 2014, 04th February, 2015, 12th March, 2015 & 31st March, 2015. Details of attendance at the Board Meeting, Directorship in other Companies and Membership in Committees thereof of each Director are as follows:

Name Category No. of No. of Whether Board Board attended Meeting Meetings last Held Attended AGM During During held on the year the 30/09/ 2014-15 year 14 2014- 15

Mr. Tushar Agarwal Promoter 10 9 Yes (Whole time Director) Executive Director

Mr. Narendra Arora Executive 10 10 Yes (Whole Time Director) Director

Ms. Mamta Thakkar Executive 10 2 Yes [Additional Whole Director Time Director (Appointed w.e.f. 12th March, 2015)]

Mr. Bharmal Lodha Non-Executive 10 5 Yes Independent through epresen ative

Mr. Hasmukh Gandhi Non-Executive 10 5 No Independent

Non-Executive Mr. Milind Gandhi 10 5 No Independent

Name Mem- Chair- Direc- bership man- torship in Com- ship in in other mittees Comm- Public of ittees of Limited Boards Boards Compa of other of other nies Public Public Limited Limited Compa- Compa nies nies

Mr. Tushar Agarwal 1* Nil Nil (Whole time Director)

Mr. Narendra Arora Nil Nil Nil (Whole Time Director)

Ms. Mamta Thakkar Nil Nil Nil [Additional Whole Time Director (Appointed w.e.f. 12th March, 2015)]

Mr. Bharmal Lodha Nil Nil Nil

Mr. Hasmukh Gandhi 2** Nil Nil

Mr. Milind Gandhi 1*** Nil Nil

Note: Directorship in other Public Limited Companies

* Hardcastle and Waud Manufacturing Company Limited

** Hardcastle and Waud Manufacturing Company Limited Asian Star Company Limited

*** Asian Star Company Limited

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 is available on Company's website at the link www.glancefinance.com.

MANAGEMENT REMUNERATION

The requisite details as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith forming part of this report.

AUDITORS :

Statutory Auditors :

M/s. P K J & CO., Chartered Accountants (Firm's Reg. No. 124115W), who are the Statutory Auditors of the Company, hold office in accordance with the provisions of the Companies Act, 2013 up to the conclusion of the Annual General Meeting of the Company scheduled to be held in the calendar year 2017, subject to ratification by Members every year and are eligible for re-appointment.

They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for re-appointment as Auditors of the Company. The Board, based on recommendation of Audit Committee, recommends the appointment of M/s/. P K J & CO. as the Statutory Auditors of the Company.

Necessary Resolution for ratification of appointment of the said Auditors is included in the Notice of AGM for seeking approval of Members.

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 has appointed M/s. Dr. S. K. Jain, Practicing Company Secretary, to conduct Secretarial Audit of your Company. The Report of the Secretarial Audit is placed as Annexure to this Report.

AUDITORS AND REPORTS :

The matters related to Auditors and their Reports are as under :

1. Statutory Auditor and their Report:

At the Annual General Meeting held on 30th September, 2014, M/s/. P K J & CO., Chartered Accountant, were appointed as Statutory Auditors of the Company to hold office till the conclusion of Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to section 139 of the Companies Act, 2013, the appointment of the Auditors is to be placed for ratification at every Annual General Meeting. Accordingly the appointment of M/s/. P K J & CO., Chartered Accountant, as Statutory Auditors of the Company is placed for ratification by the Shareholders. In this regard the Company has received a Certificate from the Auditors to the effect that if they are appointed it would be in accordance with the provision of section 141 of the Companies Act, 2013.

The Report given by the Statutory Auditors for the Financial Statements for the year ended 31st March, 2015 read with explanatory notes thereon do not call for any explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

2. Secretarial Auditor & his Report:

M/s. S. K. Jain & Co., (Proprietor Dr. S. K. Jain) Practicing Company Secretary was appointed to conduct Secretarial Audit of the Company for the financial year 2014-15 as required under section 204 of the Companies Act, 2013 and the rules thereunder. The Secretarial Audit report for the financial year 2014-15 forms part of the annual report as "Annexure A" to the Boards Report.

DECLARATION BY DIRECTORS

The Company has received declaration from all the independent directors under section 149(7) of the Companies Act, 2013 in respect of meeting the criteria of independence provided under section 149(6) of the said Act.

AUDIT COMMITTEE

The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details of the Composition of the Audit Committee are as follows members:

Mr. Hasmukh Gandhi

Mr. Milind Gandhi

Chairman: Mr. Bharmal Lodha

The attendance at the meeting is as under:

Name of the Member No. of Meetings Attended

Mr. Bharmal Lodha 4

Mr. Hasmukh Gandhi 4 Mr. Milind Gandhi 4

The Company Secretary of the Company acts as Secretary of the Committee.

During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee

NOMINATION & REMUNERATION COMMITTEE

The Company has duly constituted Nomination & Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement.

The details of the Composition of the Nomination & Remuneration Committee are as follows:

members: Mr. Bharmal Lodha

Mr. Milind Gandhi

Chairman: Mr. Hasmukh Gandhi

The attendance at the meeting is as under:

Name of the Member No. of Meetings Attended

Mr. Hasmukh Gandhi 1

Mr. Milind Gandhi 1

Mr. Bharmal Lodha 1

The Board has framed a policy for selection and appointment of Directors, Senior Management and their Remuneration. The policy provides for determining qualifications, positive attributes, and independence of a Director.

RISK MANAGEMENT

The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk management policy to ensure that the Board, its Audit Committee and its Executive Management should collectively identify the risks impacting the Company's business and document their process of risk identification, risk minimization, risk optimization as a part of a risk management policy/ strategy.

The common risks inter alia are: Regulations, Credit Risk, Foreign Exchange and Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention of Talent and Expansion of Facilities etc. Business risk, inter-alia, further includes financial risk, political risk, legal risk, etc. The Board reviews the risk trend, exposure and potential impact analysis and prepares risk mitigation plans, if necessary.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not required to contribute towards CSR under Section 135 of the Companies Act, 2013 read with rules thereunder.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

Based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In line with the best Corporate Governance practices, Company has put in place a system through which the Directors and Employees may report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is placed on the website of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

a) No. of Complaints received: Nil

b) No. of Complaints disposed off: Nil

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Your Company has directed its efforts to reduce energy costs by way of optimum utilization of electricity in its day to day activities. Your Company adopts modern technology in its day to day activities with a view of optimization of energy and other natural resources.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the Year under review the Company did not have earnings in foreign exchange. Also, there was no expenditure incurred in foreign exchange during the year under review.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the "Annexure C" of the Directors Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any loans and guarantees. Details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the Financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and hence, enclosing of Form AOC-2 is not required. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all

Related Party Transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at www.glancefinance.com.

PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2015 made under the provisions of Section 92 (3) of the Act in Form MGT-9 is annexed herewith as "Annexure B".

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no orders passed by any Regulator or Court during the year.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and thankful acknowledgement for valuable assistance the Company received from all Lending Bankers.

Place: Mumbai For and on behalf of the Board

Date: 20th August, 2015 Tushar Agarwal

(DIN: 00043184)

Chairman

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Mar 31, 2014

Dear Members

The Directors have great pleasure to present their Twentieth Annual Report together with the Audited Accounts of your Company for the Financial Year ended 31st March 2014.

FINANCIAL RESULTS

The Financial highlights are summarized below:

(Rs. In Lacs) PARTICULARS 2013-2014 2012-2013

Gross Income 1277.30 1052.90

Profit before Depreciation & Tax (PBDT) 174.12 241.80

Less : Depreciation 7.60 6.44

Profit before Taxation 167.08 235.36

Less : Provision for Tax 47.60 65.50

Add/Less : Deferred Tax (5.60) (0.32)

Add : Earlier years adjustments - -

Net Profit 119.48 170.18

DIVIDEND

Your Directors have recommended dividend of Re. 0.75 Per equity share (7.5%) amounting to Rs. 22.54425 Lacs for the Financial Year 31st March 2014 (inclusive of tax of Rs. 3.83140Lacs.)

DIRECTORS:

Shri Tushar Agarwal (DIN :00043184), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Smt. Vandana Vasudeo resigned as a director of the Company W.E.F from 28th October 2013. The Board of Directors placed on record the valuable services rendered by her during her tenure.

Shri Bharmal Lodha (DIN:00043184) was appointed as an Additional Director (Designated as Independent Director) w.e.f 28th October 2013 in the Board Meeting held on 12th November 2013. He holds office upto the date of the ensuing Annual General Meeting. A Notice has been received in writing from the Members proposing his appointment as the Director.

DIRECTORS RESPONSIBILITY STATEMENT:

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

i) That in preparation of Annual Accounts for the Year ended 31st March, 2014, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such Accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the company for the period under review.

iii) That to the best of their knowledge and information they 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; and

iv) That the Directors have prepared the Annual Accounts for the financial Year ending 31st March, 2014 on a going concern.

AUDITORS:

The Statutory Auditors of the Company, M/s/. P K J & CO., Chartered Accountants, Mumbai having Firm Registration Number 124115W shall hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. M/s/. P K J & CO., Chartered Accountants have expressed their willingness to act as the Statutory Auditors of the Company, and furnished to the Company a certificate that their appointment ,if made, would be in conformity with the provisions of section 139 Companies Act,2013.

As per the recommendation of the Audit Committee, the Board proposes the re-appointment of M/s/. P K J & Co., Chartered Accountants as Statutory Auditor of the Company.

AUDITORS'' REPORT :

There is no adverse observation made by the Auditors in Report for the year ended 31st March, 2014.

AUDIT COMMITTEE

The Audit Committee was reconstituted by inducting Mr. Bharmal Lodha as Member of the Audit Committee in place of Mrs. Vandana Vasudeo, Member of the Audit Committee who had resigned as Director of the Company w.e.f. 28th October, 2013. The reconstituted Audit Committee comprises of Mr. Milind Gandhi, Chairman of the Audit Committee, Mr. Bharmal Lodha and Mr. Hasmukh Gandhi, are the other Members of the Committee.

NOMINATION & REMUNERATION COMMITTEE

The Remuneration Committee was reconstituted and renamed as Nomination and Remuneration Committee by inducting Mr. Bharmal Lodha as member of the Remuneration Committee in place of Mrs. Vandana Vasudeo, member of the Remuneration Committee who had resigned as Director of the Company w.e.f. 28th October, 2013. The reconstituted Nomination And Remuneration Committee comprises of Mr. Hasmukh Gandhi, Chairman of the Remuneration Committee, Mr. Milind Gandhi and Mr. Bharmal Lodha, are the other members of the Committee.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Shareholders/Investors Grievance Committee was reconstituted and Renamed as Stakeholders Relationship Committee by inducting Mr. Bharmal Lodha as member of the Shareholders/Investors Grievance Committee in place of Mrs. Vandana Vasudeo, member of the Shareholders/Investors Grievance Committee who had resigned as Director of the Company w.e.f. 28th October, 2013. The reconstituted Stakeholders Relationship Committee is chaired by Mr. Bharmal Lodha with Mr. Hasmukh Gandhi, Director and Mr. Milind Gandhi, Director as its Members

CODE OF CONDUCT

Pursuant to Clause 49 of the Listing Agreement, the declaration signed by the Managing Director affirming the compliance of Code of Conduct by the Directors and Senior management personnel for the year under review is annexed to and forms part of the Corporate Goverance Report.

CORPORATE GOVERNANCE:

The Board of Directors support and adheres the principles of Corporate Governance and in addition to basic Corporate Governance issues the Board lays strong emphasis on transparency, accountability and integrity.

Pursuant to Clause 49 of Listing Agreement with the Stock Exchange, Corporate Governance Report and Auditor''s Certificate regarding compliance of the condition of the Corporate Governance are made part of the Annual Report.

DEPOSITORY SYSTEM

Your Company''s Equity Shares are available for dematerialization through National Securities Depository Ltd. and Central Depository Services (India) Ltd. As on 31st March, 2014, 2480194 Equity shares of Rs. 10/- each constituting 94.73% of the total paid up capital of the Company were in dematerialized form.

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits in terms of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 and also no amount was outstanding on account of principal or interest thereon, as on the date of the balance sheet.

PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and the notification issued by the Ministry of Corporate Affairs dated 31st March, 2011, the names and other particulars of the employees are set out in the annexure to the Directors'' Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Your Company has directed its efforts to reduce energy costs by way of optimum utilization of electricity in its day to day activities. Your Company adopts modern technology in its day to day activities with a view of optimization of energy and other natural resources.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review the Company earned professional fees in foreign exchange from its client in the USA.

ACKNOWLEDGEMENT

The relationship of the Company with the employees at all levels continues to be cordial and healthy. Your Directors wish to place on record their appreciation of the significant contribution made by each and every employee of the Company and expect continued support for acheiving the targets set for the future.

The Board acknowledges the support and co-operation received from Government, Bankers, Financial Institutions, Shareholders, Suppliers, associates & sub-contractors and looks forward to their continued support.

Place: Mumbai For and on behalf of the Board Date: 19th May, 2014 Tushar Agarwal (DIN: 00043184) Chairman

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Mar 31, 2013

Dear Members

The Directors have great pleasure to present their Nineteenth Annual Report together with the Audited Accounts of your Company for the Financial Year ended 31st March 2013.

FINANCIAL RESULTS

The Financial highlights are summarized below:

(Rs. In Lacs) PARTICULARS 2012-2013 2011-2012

Gross Income 1052 90 660.13

Profit before Depreciation & Tax fPBDT) 241,80 367,21

Less: Depreciation 06.44 04.31

Profit before Taxation 235.36 36290

Less : Provision for Tan 65.50 76.50

Add/Less. Deferred Tax (0.32) 0.25

Add: Earlier years adjustments (3.09)

Net Profit 170.18 289.24

DIVIDEND

In order to plough back the profits of the Company and to support its expansion and growth plans, your directors have not recommended dividend for the year under review.

DIRECTORS:

Mr. Hasmukh Gandhi, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Milind Gandhi was appointed as the Additional Director w.e.l. 18th July. 2013 in the Board Meeting held on 18th July, 2013. He holds office upto the date of the ensuing Annual General Meeting.

A Notice has been received in writing from the Members proposing his appointment as the Director.

Mr. Vaibhav Karnavat, Director of the Company resigned with effect from 1flth July, 2013. The Board places on record its appreciation for the valuable services rendered by Mr. Vaibhav Karnaval during his tenure as Director of the Company.

Mr. Tushar Agarwal was re-appointed as Whole Time Director for a period of 3 years w.e.f. 01 st April. 2011. His term expires on 31 st March. 2014. However the Board of Directors on recommendation of Remuneration Committee has decided to supersede his terms of appointment w.e.f. 1st April, 2013 and has re-appointed him tor a period of 3 years w.e.f. 1st April, 2013 at increased remuneration which is subject to approval of Shareholders and Central Government

DIRECTORS RESPONSIBILITY STATEMENT:

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

i) That in preparation of Annua! Accounts for the Year ended 31 st March. 2013, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such Accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the company for the period unda/ review.

iii) That to the best of their knowledge and information they have taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act. 1956 lor safeguarding the assets of the Company and for preventing and detecting fraud and other inegularities; and

iv) Thai the Directors have prepared the Annual Accounts for the financial Year ending 31 st March, 2013 on a going concern

AUDITORS:

The Statutory Auditor of the Company M/s. P K J & Co., Chartered Accountants. Mumbai having Firm Registration Number 124115W shall hold office till the conclusion of the ensuring Annual General Meeting and are eligible tor re- appointment. M/s/. PKJ & Co., Chartered Accountants have expressed their willingness to act as the Statutory Auditors of the Company, and furnished to the Company a certificate that their appointment, If made, would be in conformity with the provisions of section 224 (1 B) of Companies Act 1956. As per the recommendation of the Audit Committee, the Board proposes the re-appointment of M/s/. PKJ& Co.. Chartered Accountants as Statutory Auditor of the Company.

AUDITORS'' REPORT :

There is no adverse observation made by the Auditors in Report for the year ended 31st March, 2013

AUDIT COMMITTEE

The Audit Commitiee was reconstituted by inducting Mr. Milind Gandhi as Member of Audit Committee in place of Mr Vaibhav Karnavat. Member of the Audit Committee who has resigned as Director ol the Company w.e.1. 18th July, 2013, The reconstituted Audit Committee comprises of Mrs. Vandana Vasudeo. Chairman of the Audit Committee, Mr Milind Gandhi and Mr Hasmukh Gandhi. are the other Members of the Committee.

REMUNERATION COMMITTEE

The remuneration Committee was reconstituted by inducting Mr Milind Gandhi as Member of Remuneralion Committee in piace of Mr. Vaibhav Karnavat, Member of the Remuneration Committee who has resigned as Director of the Company w.e.f. 18th July, 2013, The reconstituted Remuneration Committee comprises of Mr Hasmukh Gandhi. Chairman of the Remuneration Committee, Mr. Milind Gandhi and Mrs. Vandana Vasudeor are the other Members of the Commitlee.

SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE The Sharehotdprs/lnvestors Grievance Committee was reconstituted by inducting Mr, Milind Gandhi as Member of ihe Shareholders / Investors Grievance Committee in place of Mr. Vaibhav Karnaval, Member ot the Shareholders / Investors Grievance Committee who had resigned as Director of the Company w.e.f. 1Bth July. 2013. The reconstituted Shareholders / Investors Grievance Commitiee is chaired by Mrs. Vandana Vasudeo with Mr. Hasmukh Gandhi, Director and Mr. Milind Gandhi, Director as its Members.

CODE OF CONDUCT

Pursuant lo Clause 49 of the Listing Agreement, the declaration signed by the Managing Director affirming the compliance of Code of Conduct by the Directors and Senior management personnel for the year under review is annexed to and forms part ol the Corporate Goverance Report.

CORPORATE GOVERNANCE:

The Board of Directors support and adheres the principles of Corporate Governance and in addition to basic Corporate Governance issues the Board lays strong emphasis on transparency, accountability and integrity.

Pursuant to Clause 49 of Listing Agreement wilh the Stock Exchange, Corporate Governance Report and Auditor''s Certificate regarding compliance of the condition of the Corporate Governance are made part of the Annual Report.

DEPOSITORY SYSTEM

Your Company''s Equity Shares are available fordematerialization through National Securities Depository Ltd. and Central Depository Services (India) Ltd. As on 31st March, 2013, 2842590 Equity shares of R$. 10A each constituting 94.57% of the total paid up capital of the Company were in dematenalized form.

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits in terms of Section 58A of the Companies Act, 1956 read wilh the Companies {Acceptance of Deposit) Rules, 1975 and also no amount was outstanding on account of principal or interest thereon, as on the date of the balance sheet.

PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and the notification issued by the Ministry of Corporate Affairs dated 31st March, 2011, the names and other particulars of the employees are set out in the annexure to the Directors'' Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION Your Company has directed its efforts to reduce energy cosls by way of optimum utilization of electricity in its day to day activities. Your Company adopts modern technology in its day to day activities with a view of optimization of energy and other natural resources.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review the Company earned professional fees in foreign exchange from its client in the USA.

ACKNOWLEDGEMENT

The relationship of the Company with the employees at all levels continues to be cordial and healthy. Your Directors wish to place on record their appreciation of the significant contribution made by each and every employee of the Company and expect continued support for acheiving the targets set lor the Future.

The Board acknowledges (he support and co-operation received from Government, Bankers, Financial Institutions, Shareholders, Suppliers, associates & sub-contractors and looks forward to their continued support.

Place : Mumbai. For and on behaif of the Board

Dated: 12th August 2013 TUSHAR AGARWAL Chairman

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Mar 31, 2011

Dear Members

The Directors have great pleasure to present their Seventeenth Annual Report together with the Audited Accounts of your Company for the Financial Year ended 31st March 2011.

FINANCIAL RESULTS

The Financial highlights are summarized below:

(Rs.In Lacs>

PARTICULARS 2010-2011 2009-2010

Gross Income 264.93 191.17

Profit before Depreciation & Tax (PBDT) 157.07 98.04

Less : Depreciation 3.48 3.66

Profit Before Taxation 153.60 94.38

Less : Provision for Tax 36.03 23.95

Net Profit 117.56 70.43

DIVIDEND

In order to plough back the profits of the Company and to support its expansion and growth plans, your directors propose to skip dividend for the year under review.

DIRECTORS:

Mr. Hasmukh Gandhi, Director of the Company will retire by rotation and being eligible offers himself for re-appointment.

Mr. Tushar Agarwal was re-appointed as Whole Time Director for a period of 3 years w.e.f. 01st April, 2008. His term expires on 31st March, 2011. Hence Board of Directors has decided to re-appoint Shri Tushar Agarwal, as Whole Time Director of the Company for a further period of 3 years w.e.f. 01st April, 2011 subject to approval of the Members of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

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

i) That in preparation of Annual Accounts for the Year ended 31st March, 2011, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such Accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the company for the period under review.

iii) That to the best of their knowledge and information 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; and

iv) That the Directors have prepared the Annual Accounts for the financial Year ending 31st March, 2011 on a going concern.

AUDITORS:

The Auditor M/s. P K J & Co., Chartered Accountants, Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and expresses their willingness to continue, if so appointed.

SUBSIDIARY/JOINT VENTURES :

The Compnay was a pertner in the partnership firm M/s. Zenstar Impex through which it conducted the steel business. However, RBI has issued a circular requiring NBFC's to exit from partnership firms within a reasonable time. We have therefore decided to exit from Zenstar Impex and dissolve the firm. This will happen during the current year after complettion of dissolution formalities. We have already realized more than 90% of our investment in this firm.

CHIEF FINANCIAL OFFICER

Mr. Tushar Agarwal, Whole Time Director of the Company was appointed as the CFO of the Company in compliance with the ammended Clause 49 of the Listing Agreement with effect from 01st January, 2006.

FORFEITURE OF PARTLY PAID UP SHARES

The Board of Directors in its Meeting held on 10th August, 2011 has forfeited 30,200 Partly Paid-up Equity Shares of Rs. 10/- each on which unpaid call money has not been paid by holders of such partly paid up shareholders.

CODE OF CONDUCT:

The "Code of Conduct for the Board of Directors and Senior Managerial Personnel in compliance with Clause 49 of Listing Agreement is in force and is being complied with.

CORPORATE GOVERNANCE:

The Board of Directors support and adheres the principles of Corporate Governance and in addition to basic Corporate Governance issues the Board lays strong emphasis on transparency, accountability and integrity.

Pursuant to Clause 49 of Listing Agreement with the Stock Exchange, Corporate Governance Report and Auditor's Certificate regarding compliance of the condition of the Corporate Governance, are made part of the Annual Report.

DEPOSITORY:

All the Members are aware, our Company's Shares are tradable compulsorily in electronic form and your Company has established connectivity with both the Depositories, i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services Ltd. (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail of the facility of dematerialization.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year under review

REDEMPTION OF PREFERANCE SHARES

During the year under report the Company has redeemed 14000 Redeemable Preference Shares of Rs. 100/- each.

PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration in excess of amount specified under section 217(2)(a) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Your Company has directed its efforts to reduce energy costs by way of optimum utilization of electricity in its day to day activities. Your Company adopts modern technology in its day to day activities with a view of optimization of energy and other natural resources.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year the Company earned fees in foreign exchange from its client in the USA.

APPRECIATION:

Your Directors wish to place on record their sincere appreciation to the bankers The Royal Bank of Scotland, HDFC Bank, Union Bank of India & Punjab National Bank and Company's Clients.

Your Directors are also pleased to record their appreciation for the dedication and contribution made by employees at all levels who, through their competence and hardwork, have established Company to achieve better performance and look forward to their support in future as well.

Place : Mumbai. For and on behalf of the Board

Dated : 2nd Sept., 2011 sd/-

NARENDRA KARNAVAT Chairman

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Mar 31, 2010

The Directors have great pleasure to present their Sixteenth Annual Report together with the Audited Accounts of your Company for the Financial Year ended 31st March 2010.

FINANCIAL RESULTS

The Financial highlights are summarized below:

(Rs. In Lacs)

PARTICULARS 2009-2010 2008-2009

Gross Income 191.17 137.12

Profit before Depreciation & Tax (PBDT) 98.04 73.00

Less: Depreciation 3.66 2.80

Profit Before Taxation 94.38 70.21

Less: Provision for Tax 23.95 22.33

Net Profit 70.43 47.87

DIVIDEND

In order to plough back the profits of the Company and to support its expansion and growth plans, your directors propose to skip dividend for the year under review.

DIRECTORS:

Smt. Vandana Vasudeo, Director of the Company will retire by rotation and being eligible offers herself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

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

i) That in preparation of Annual Accounts for the Year ended 31st March, 2010, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such Accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the company for the period under review.

iii) That to the best of their knowledge and information 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; and

iv) That the Directors have prepared the Annual Accounts for the financial Year ending 31st March, 2010 on a going concern.

AUDITORS:

The Auditor M/s. P. K. J. & Co., Chartered Accountants, Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and expresses their willingness to continue, if so appointed.

SUBSIDIARY/JOINT VENTURES :

In keeping with regulatory directions, we have divested from the commodities mambership JV in the UAE. Also since the trade volumes at the exchange were not picking up, we felt it was more prudent to exit from the JV.

Our participation in the steel business through Zenstar Impex (Partnership Firm) continues and is growing in the current year.

CODE OF CONDUCT:

The Board of directors has approved the "Code of Conduct for the board of Directors and Senior Management" in compliance with amended Clause 49 of Listing Agreement. A declaration signed by Shri Tushar Agarwal, Whole Time Director and CFO of the company about Compliance of Code of Conduct in terms of Claluse 49, forms part of the Corporate Governance Report annexed to the Directors Report.

CORPORATE GOVERNANCE:

The Board of Directors support and adheres the principles of Corporate Governance and in addition to basic Corporate Governance issues the Board lays strong emphasis on transparency, accountability and integrity.

Pursuant to Clause 49 of Listing Agreement with the Stock Exchange, Corporate Governance Report and Auditors Certificate regarding compliance of the condition of the Corporate Governance, are made part of the Annual Report.

DEPOSITORY:

All the members are aware, our Companys Shares are tradable compulsorily in electronic form and your Company has established connectivity with both the Depositories, i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services Ltd. (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail of the facility of dematerialization.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year under review

PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration in excess of amount specified under section 217(2)(a) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Your Company has directed its efforts to reduce energy costs by way of optimum utilization of electricity in its day to day activities. Your Company adopts modern technology in its day to day activities with a view of optimization of energy and other natural resources.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year the company earned fees in foreign exchange from its clinets in the USA and Hongkong.

APPRECIATION:

Your Directors wish to place on record their sincere appreciation to the bankers The Royal Bank of Scotland, HDFC Bank, Union Bank of India & Punjab National Bank and Companys Clients.

Your Directors are also pleased to record their appreciation for the dedication and contribution made by employees at all levels who, through their competence and hardwork, have established Company to achieve better performance and look forward to their support in future as well.



For and on behalf of the Board

Place : Mumbai

Dated : 2nd Sept., 2010 sd/-

NARENDRA KARNAVAT

CHAIRMAN