Directors Report of Shikhar Leasing & Trading Ltd.

Mar 31, 2025

The Board of Directors is pleased to present the Company’s 41^st Annual Report
and Company’s Audited Financial Statements for the financial year ended March
31, 2025.

1. FINANCIAL RESULTS

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

Financial Results: (Rupees in Lakhs)

	2024-25	2023-24
Revenue from Operations
Interest Income	52.92	47.81
Rental Income	27.43	26.29
Total Revenue	80.35	74.10
Other Income	22.68	413.12
Total Income	103.03	487.22
Less: Expenses
- Employee benefits Expenses	39.75	33.57
- Depreciation and amortization	3.11	12.34
- Finance cost	0.17	1.15
- Other Expenses	37.38	173.61
Total Expenses	80.41	220.68
Profit/ (Loss) before Tax	22.62	266.54
Tax Expenses
- Current Tax	4.57	23.54
- MAT Entitlement/ Set off		-
-Short/(Excess) provision relating to prior years	-	-
- Earlier years	2.25	45.79
- Deferred T ax	1.87	(3.83)
Net Profit / (Loss)	13.93	201.04

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

The Company has earned Net Profit of Rs. 13.93 Lakhs for the year ended 31^st
March, 2025 against profit of Rs. 201.04 Lakhs in the previous year.

3. DIVIDEND AND TRANSFER TO RESERVES: -

The Directors are unable to recommend any dividend and no amount is transferred
to Reserves for the financial year 2024 - 25.

4. MATERIAL CHANGES AFFECTING THE COMPANY

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

5. SHARE CAPITAL

The Authorised Share Capital of the Company has been increased from the Rs.

1.00. 00.000 (Rupees One Crore Only) divided into 10,00,000 (Ten Lakh) Equity
Shares of face value of Rs. 10/- (Rupees Ten Only) each to Rs. 1,30,00,000
(Rupees One Crore Thirty Lakhs Only) divided into 13,00,000 (Thirteen Lakh)
Equity Shares of Rs. 10/- (Rupees One Only) each, by creation of additional

3.00. 000 (Three Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each ranking
pari-passu in all respect of existing Equity Shares, as approved by the
Shareholders at an Annual General Meeting of the Company held on 24^th
September, 2024.

The Paid-up capital of the Company has been increased from Rs. 1,00,00,000
(Rupees One Crore Only) divided into 10,00,000 (Ten Lakh) Equity Shares of
face value of Rs. 10/- (Rupees Ten Only) each to Rs. 1,27,72,600 (Rupees One
Crore Twenty-Seven Lakhs Seventy Two Thousand and Six Hundred Only)
divided into 12,77,260 (Twelve Lakh Seventy Seven Thousand and Two Sixty )
Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each.

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

During the year under review, the Board at its meeting held on 13th August, 2024
and as approved by the Shareholders at an Annual General Meeting of the
Company held on 24th September, 2024, and as per the in principle approval
received from BSE Limited as per their letter no. LOD/Bonus/BN-IP/1024/2024-
25 dated 30th September, 2024, had issued 2,77,260 Bonus equity shares of Rs.
10/- each to the non-promoter of the Company in the ratio 3 (three) fully paid - up
bonus equity shares of Rs 10/- (Rupees Ten) each for every 1 (One) existing
equity shares held in the Company by capitalizing a sum not exceeding Rs

27,72,600/- (Rupees Twenty Seven Lakhs Seventy Two Thousand Six Hundred
only) out of the free reserve and / or any other permitted reserves/ surplus of the
Company to the Non promoter Members of the Company.

The bonus shares are successfully listed on BSE Limited and are available for
trading. Upon, issue of Bonus shares the company complied with the Minimum
Public share requirement as per the SEBI Order dated 4^th June, 2013. Post issue,
the Promoter and promoter group shareholding has been reduced to 71.06 % and
Public shareholding has been increased to 28.94 %.

7. DEPOSITS

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

8. SECRETARIAL STANDARDS

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

9. DIRECTOR’S RESPONSIBILITY STATEMENT

Your Directors state that:

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

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

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

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

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

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

10. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All transactions with Related Parties entered in Financial Year 2024 - 2025, were
in ordinary course of business and at arm’s length basis and in accordance with
the provisions of the Act and the Rules made thereunder, the Listing Regulations
and the Company’s Policy on Related Party Transactions and that the provisions
of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in
Form AOC-2 is not required.

There are no related party transactions that may have potential conflict with the
interest of the Company at large. The attention of the Members is drawn to the
notes to the Financial Statement setting out the related party transactions
disclosures, for Financial Year 2024 - 2025.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

12. RISK MANAGEMENT

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

13. INTERNAL FINANCIAL CONTROLS

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

14. PREVENTION OF INSIDER TRADING

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

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

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with provisions of Section 152 of the Companies Act, 2013 and
the Company’s Articles of Association, Mrs. Julie Mehul Shah (DIN: 03500721),
Director (Executive and Non-Independent) retires by rotation at the ensuing 41^st
Annual General Meeting and being eligible offers herself for re-appointment. The
Board recommends the appointment of Mrs. Julie Mehul Shah (DIN: 03500721)
for the consideration of the members of the Company.

Further, Mr. Vipul Popatlal Chheda (DIN: 00297838) was re-appointed as a
Wholetime Director of the Company for a further term of five years w.e.f.
01/04/2024 to 31/03/2029.

Mr. Girish Manilal Boradia, Non-Executive & Independent Director, whose two
terms of 5 years each expired on conclusion of the 40^th Annual General Meeting
held on 24^th September, 2024, ceased to be the Director of the Company in terms
of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations,
2015.

Mr. Sunil Hirji Shah, Non-Executive & Independent Director, whose two terms
of 5 years each expired on conclusion of the 40^th Annual General Meeting held
on 24^th September, 2024, ceased to be the Director of the Company in terms of
Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Mrs. Heena Sanjay Desai, Chief Financial Officer was appointed as Compliance
Officer in Interim capacity w.e.f. 23^rd July, 2024 and ceased to be the same on 7^th
October, 2024.

Ms. Jai Prakash Vaidya was appointed on 7^th October, 2024 as the Company
Secretary & Compliance Officer of the Company and has been designated as the

Key Managerial Personnel of the Company with effect from the appointment date
pursuant to the provisions of Section 203 of the Act.

Mr. Ravindra Kanji Myatra (DIN: 00298604) was appointed as Non-Executive,
Independent Director, not liable to retire by rotation, for the first term to hold
office for the period of five consecutive years with effect from conclusion of the
40^th Annual General Meeting held on 24^th September, 2024 up to the conclusion
of the Annual General Meeting to be held for the financial year 31^st March, 2029.

Mr. Dhanesh Bipinchandra Parikh (DIN: 00676930) was appointed as Non¬
Executive, Independent Director, not liable to retire by rotation, for the first term
to hold office for the period of five consecutive years with effect from conclusion
of the 40^th Annual General Meeting held on 24^th September, 2024 up to the
conclusion of the Annual General Meeting to be held for the financial year 31^st
March, 2029.

Pursuant to the provisions of Section 203 of the Act, Mr. Vipul Popatlal Chheda
(DIN: 00297838), Whole-Time Director and Ms. Heena Sanjay Desai, Chief
Financial Officer of the Company were the Key Managerial Personnel of the
Company for the Financial Year 2024-25.

Declaration by Independent Directors:

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

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

Evaluation of Board''s Performance:

The Company has devised a Policy for performance evaluation of the Board,
Committees and other individual Directors (including Independent Directors)
which include criteria for performance evaluation of Non-executive Directors and
Executive Directors. The evaluation process inter alia considers attendance of
Directors at Board and committee meetings, acquaintance with business,

communicating inter se board members, effective participation, domain
knowledge, compliance with code of conduct, vision and strategy.

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

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

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

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

16. AUDITORS AND AUDITORS’ REPORT

Statutory Auditors

In accordance with provisions of Companies Act, 2013 the members at the 38^th
Annual General Meeting held on September 30, 2022 had approved appointment
of M/s. A D V & Associates (Firm Registration No - 128045W) for five (5)
years, till the conclusion of the 43^rd Annual General Meeting to be held in the
year 2027, As per the provisions of Section 139 of the Act, they have not
disqualified from continuing as Auditors of the company.

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

Secretarial Auditor

Pursuant to the provisions of Section 204(1) and other applicable provisions, if
any, of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel), Rules 2014, M/s D.
Kothari & Associates, Practicing Company Secretaries as Secretarial Auditor to
conduct Secretarial Audit of the Company in the upcoming 41^st Annual General
Meeting to be held on 30^th June, 2025, for the period of Five consecutive years
commencing from Financial Year 2025-26 and ending on Financial Year 2029¬
30 at a remuneration as may be decided by the Board from time to time.

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

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

1. The Company was non-compliant with regard to comply with the minimum
public shareholding requirement under the Regulation 38 of SEBI (LODR)
Regulations, 2015 (Compliance with requirement of Minimum Public
Shareholding (MPS). During the year the Company has allotted 2,77,260
Equity Shares as fully paid - up Bonus Equity shares of Rs. 10/- each to the
non - promoters i.e. public Equity shareholders in the board meeting held on
7^th October, 2024 to comply with the regulation 38.

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

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

Our response to the above comment is that, most of the Promoter Shareholders
has already dematerialized their Shares and will shortly completely comply with
the above requirement.

3. The Company was non-compliant under regulation 6(1) of SEBI (LODR)
Regulations, 2015, with requirement to appoint a qualified company
secretary as the compliance officer. Further the Company has appointed CS
Jai Vaidya as whole time Company Secretary and compliance officer with
effect from 7^th October, 2024 and complied with the provision of Regulation
6(1).

Our response to the above comment is that, as mentioned above the provisions of
Regulation 6(1) of SEBI LODR have been complied on 7^th October, 2024.

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

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

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

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

Cost Auditor:

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

17. DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company
has established connectivity with both the depositories i.e., National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited
(CDSL). In view of the numerous advantages offered by the Depository system,
Members are requested to avail the facility of dematerialization of shares with

either of the Depositories as aforesaid. As on March 31, 2025, 86.69 % of the
share capital stands dematerialized.

18. CORPORATE GOVERNANCE

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

19. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

21. MEETINGS OF THE BOARD AND THEIR COMMITTEES

a) Meetings of the Board:

Six meetings of the Board of Directors were held during the year on the following
dates i.e. 30^th May, 2024, 23^rd July, 2024, 13^th August, 2024, 7^th October, 2024,
13^th November, 2024 and 10^th February, 2025.

b) Constitution of Committees:

(1) Audit Committee:

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

Name of Member	Category	Status	No. of Meeting entitled to attend	No. of Meeting attended
*Mr. Ravindra Kanji Myatra	Non-Executive & Independent Director	Chairman	2	2
*Mr. Dhanesh Bipinchandra Parikh	Non-Executive & Independent Director	Member	2	2
**Mr. Girish Manilal Boradia	Non-Executive & Independent Director	Chairman	2	2
**Mr. Sunil Hirji Shah	Non-Executive & Independent Director	Member	2	2
Mr. Julie Mehul Shah	Non - Executive & Non Independent Director	Member	4	4

*Mr. Ravindra Kanji Myatra and Mr. Dhanesh Bipinchandra Parikh was
appointed as Chairman and Member respectively w.e.f 13^th August, 2024
**Mr. Girish Manilal Boradia and Mr. Sunil Hirji Shah ceased as Chairman and
Member respectively w.e.f. 13^th August, 2024

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

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

(2) Nomination & Remuneration Committee:

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

The constitution of nomination and Remuneration Committee is as follows:

Name of Member	Category	Status	No. of Meeting entitled to attend	No. of Meeting attended
*Mr. Ravindra Kanji Myatra	Non-Executive & Independent Director	Chairman	1	1
*Mr. Dhanesh	Non-Executive &	Member	1	1

Bipinchandra Parikh	Independent Director
**Mr. Girish Manilal Boradia	Non-Executive & Independent Director	Chairman	NA	NA
**Mr. Sunil Hirji Shah	Non-Executive & Independent Director	Member	NA	NA
Mr. Julie Mehul Shah	Non-Executive & Non Independent Director	Member	1	1

*Mr. Ravindra Kanji Myatra and Mr. Dhanesh Bipinchandra Parikh was
appointed as Chairman and Member w.e.f. 13^th August, 2024.

**Mr. Girish Manilal Boradia and Mr. Sunil Hirji Shah ceased as Chairman and
Member w.e.f 13^th August, 2024.

Two Meetings of the Nomination and Remuneration Committee was held on 13^th
August, 2024 and 7^th October, 2024.

(3) Stakeholders Relationship Committee:

The Company has re-constituted Stakeholders Relationship Committee and
comprises the following directors namely:

Name of Member	Category	Status	No. of Meeting entitled to attend	No. of Meeti ng attend ed
*Mr. Ravindra Kanji Myatra	Non-Executive & Independent Director	Chairman	1	1
*Mr. Dhanesh Bipinchandra Parikh	Non-Executive & Independent Director	Member	1	1
*Mr. Julie Mehul Shah	Non - Executive & Non¬ Independent Director	Member	1	1
**Mr. Girish Manilal Boradia	Non-Executive & Independent Director	Chairman	NA	NA
**Mr. Sunil Hirji Shah	Non-Executive & Independent Director	Member	NA	NA
**Mr. Vipul Popatlal Chheda	Executive, Whole-time Director	Member	NA	NA

Mr. Ravindra Kanji Myatra, Mr. Dhanesh Bipinchandra Parikh, Mr. Julie Mehul
Shah was appointed w.e.f. 13^th August, 2024

**Mr. Girish Manilal Boradia, Mr. Sunil Hirji Shah and Mr. Vipul Popatlal Chheda
ceased w.e.f. 13^th August, 2024

One Meeting of the Stakeholder Relationship Committee was held on 10^th
February, 2025.

(4) Independent Directors Meeting:

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

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

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

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

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

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

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

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

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

24. VIGIL MECHANISM:

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

https://www.shikharleasingandtrading.in/.

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

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

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

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

27. ANNUAL RETURN:

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

28. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and the Companies (Appointment and Remuneration of Managerial
Personnel) Amendment Rules, 2016, is annexed as “Annexure -IV” which forms
part of this Report.

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

5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014, hence furnishing of the same does not arise.

29. MARKET CAPITALIZATION AND PE RATIO:

Market Capitalization as on March 31, 2024 Rs. 31.50 Lacs
Market Capitalization as on March 31, 2025 Rs. 40.23 Lacs

There is no change in market capitalization

PE ratio as on March 31, 2024 ........Rs. 0.16

PE ratio as on March 31, 2025 ........Rs. 2.89

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

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

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

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

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

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

31. REPORTING OF FRAUDS:

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

32. PREVENTION OF SEXUAL HARASSMENT IN THE COMPANY:

The provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (“POSH Act”) are duly noted by the
Company. However, as the number of employees is below the prescribed
threshold, the requirement to constitute an Internal Complaints Committee (ICC)
is currently not applicable.

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

Your Directors state that during the year under review, no complaints were filed
pursuant to the POSH Act.

33. GENERAL:

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

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

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

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

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

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

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

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

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

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

34. ACKNOWLEDGEMENT

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

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

For and on behalf of the Board of Directors

Vipul P. Chheda Julie Mehul Shah

Wholetime Director Director

DIN: 00297838 DIN: 03500721

Date: 20^th May, 2025
Place: Mumbai

---

Mar 31, 2024

The Board of Directors is pleased to present the Company’s 40^th annual report
and Company’s Audited Financial Statements for the financial year ended March
31, 2024.

1. FINANCIAL RESULTS

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

Financial Results: (Rupees in Lakhs)

	2023-24	2022-23
Revenue from Operations	487.22	59.81
Less: Expenses
- Employee benefits Expenses	33.57	33.34
- Depreciation and amortization	12.34	4.00
- Finance cost	1.15	12.51
- Other Expenses	173.50	16.77
Total Expenses	220.57	66.63
Profit/ (Loss) before Tax	266.65	(6.81)
Tax Expenses
- Current Tax	23.54	-
- MAT Entitlement/ Set off	-	-
-Short/(Excess) provision relating to prior
years
- Earlier years	45.79	0.10
- Deferred Tax	(3.83)	(5.20)
- Provision for contingent Assets	0.11	0.10
Net Profit / (Loss)	201.04	(1.80)

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

The Company has earned Net Profit of Rs. 201.04 Lakhs for the year ended 31st
March, 2024 against loss of Rs. 1.80 Lakhs in the previous year.

3. DIVIDEND AND TRANSFER TO RESERVES: -

The Directors are unable to recommend any dividend and no amount is
transferred to Reserves for the financial year 2023 - 24.

4. MATERIAL CHANGES AFFECTING THE COMPANY

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

5. INCREASE IN THE AUTHORIZED SHARE CAPITAL AND
CONSEQUENT ALTERATION OF MEMORANDUM OF
ASSOCIATION

In accordance with the SEBI Order dated 4th June, 2013 and subsequent
directions of SEBI, the Company is required to increase the Minimum Public
Shareholding (MPS) to 25%. Hence the Board has proposed to issue 2,77,260
Bonus Shares to the Non promoter shareholders of the Company and hence it is
proposed to increase the Authorised Share Capital of the Company, subject to
approval of the members, from the existing Rs. 1,00,00,000 (Rupees One Crore
Only) divided into 10,00,000 (Ten Lakh Only) Equity Shares of face value of Rs.
10/- (Rupees Ten Only) each to Rs. 1,30,00,000 (Rupees One Crore Thirty Lakh
Only) divided into 13,00,000 (Thirteen Lakh Only) Equity Shares of Rs. 10/-
(Rupees One Only) each, by creation of additional 3,00,000 (Three Lakh Only)
Equity Shares of Rs. 10/- (Rupees Ten Only) each ranking pari-passu in all
respect of existing Equity Shares.

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

In accordance with the SEBI Order dated 4th June, 2013 and subsequent
directions of SEBI, the Company is required to increase the Minimum Public
Shareholding (MPS) to 25%. The Board has proposed to issue Bonus Shares to
the Non promoter shareholders of the Company and promoter foregoing their
entitlement of bonus shares.

Accordingly, the Board of Directors of the Company in their meeting held on 13 th
August, 2024, pursuant to the provisions of Section 63 of the Companies Act,
2013, has proposed Issue of Bonus Shares in the ratio of 3 (three) fully paid - up
bonus equity shares of Rs 10/- (Rupees Ten) each for every 1 (One) existing fully
paid-up equity share of Rs 10 /- (Rupees Ten) each by capitalizing a sum not
exceeding Rs 27,72,600/- (Rupees Twenty Seven Lakhs Seventy Two Thousand
Six Hundred only) from and out of the free reserve and / or any other permitted
reserves/ surplus of the Company to the Non promoter Members of the Company,
subject to approval of shareholders at the ensuing Annual General Meeting of the
Company to be held on 24th September, 2024.

7. DEPOSITS

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

8. SECRETARIAL STANDARDS

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

9. DIRECTOR’S RESPONSIBILITY STATEMENT

Your Directors state that:

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

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

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

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

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

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

10. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All transactions with Related Parties entered in Financial Year 2023 - 2024, were
in ordinary course of business and at arm’s length basis and in accordance with
the provisions of the Act and the Rules made thereunder, the Listing Regulations
and the Company’s Policy on Related Party Transactions and that the provisions
of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in
Form AOC-2 is not required.

There are no related party transactions that may have potential conflict with the
interest of the Company at large. The attention of the Members is drawn to the
notes to the Financial Statement setting out the related party transactions
disclosures, for Financial Year 2023- 2024.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

12. RISK MANAGEMENT

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

13. INTERNAL FINANCIAL CONTROLS

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

14. PREVENTION OF INSIDER TRADING

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

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

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with provisions of Section 152 of the Companies Act, 2013 and
the Company’s Articles of Association, Mr. Vipul Popatlal Chheda (DIN:
00297838), Director (Executive and Non-Independent) retires by rotation at the
ensuing 40th Annual General Meeting and being eligible offers himself for re¬
appointment. The Board recommends the appointment of Mr. Vipul Popatlal
Chheda (DIN: 00297838) for the consideration of the members of the Company.

Further, Mr. Vipul Popatlal Chheda (DIN: 00297838) is re-appointed as a
Wholetime Director of the Company for a further term of five years w.e.f.
01/04/2024 to 31/03/2029. The brief profile of the Mr. Vipul Popatlal Chheda
(DIN: 00297838) and other related information has been detailed in the Notice
convening the ensuing AGM. Your Directors recommends his re-appointment as
Executive and Non-Independent of your Company for the consideration of the
Members of the Company at the forthcoming 40^th Annual General Meeting.

Mr. Girish Manilal Boradia, Non-Executive & Independent Director, whose two
terms of 5 years each will be expiring on conclusion of the ensuing 40^th Annual
General Meeting to be held for the financial year ended 31^st March, 2024, ceases
to be the Director of the Company in terms of Section 149 of the Companies Act,
2013 and SEBI (LODR) Regulations, 2015. The Board places its appreciation on
records for the services rendered by him during his tenure.

Mr. Sunil Hirji Shah, Non-Executive & Independent Director, whose two terms
of 5 years each will be expiring on conclusion of the ensuing 40^th Annual
General Meeting to be held for the financial year ended 31^st March, 2024, ceases
to be the Director of the Company in terms of Section 149 of the Companies Act,
2013 and SEBI (LODR) Regulations, 2015. The Board places its appreciation on
records for the services rendered by him during his tenure.

Mrs. Heena Sanjay Desai, Executive & Non - Independent Director was
appointed as Compliance Officer in Interim capacity w.e.f. 23rd July, 2024.

Mr. Ravindra Kanji Myatra (DIN: 00298604) is to be appointed as Non¬
Executive, Independent Director, not liable to retire by rotation, for the first term
to hold office for the period of five consecutive years with effect from conclusion

of the ensuing 40th Annual General Meeting to be held for the financial year
ended 31st March, 2024 up to the conclusion of the Annual General Meeting to
be held for the financial year 31st March, 2029.

Mr. Dhanesh Bipinchandra Parikh (DIN: 00676930) is to be appointed as Non¬
Executive, Independent Director, not liable to retire by rotation, for the first term
to hold office for the period of five consecutive years with effect from conclusion
of the ensuing 40th Annual General Meeting to be held for the financial year
ended 31st March, 2024 up to the conclusion of the Annual General Meeting to
be held for the financial year 31st March, 2029.

Pursuant to the provisions of Section 203 of the Act, Mr. Vipul Popatlal Chheda
(DIN: 00297838), Whole-Time Director, Ms. Heena Sanjay Desai, Chief
Financial Officer and Ms. Sonam Dhiraj Panchmia (Till 22/12/2023), Company
Secretary & Compliance Officer were the Key Managerial Personnel of the
Company for the Financial Year 2023-24.

Declaration by Independent Directors:

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

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

Evaluation of Board''s Performance:

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

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

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

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

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

16. AUDITORS AND AUDITORS’ REPORT
Statutory Auditors

In accordance with provisions of Companies Act, 2013 the members at the 38^th
Annual General Meeting held on September 30, 2022 had approved appointment
of M/s. A D V & Associates (Firm Registration No - 128045W) for five (5)
years, till the conclusion of the 43 Annual General Meeting to be held in the
year 2027, As per the provisions of Section 139 of the Act, they have not
disqualified from continuing as Auditors of the company.

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

Secretarial Auditor

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

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

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

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

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

Our response to the above comment is that, most of the Promoter Shareholders
has already dematerialized their Shares and will shortly completely comply with
the above requirement.

3. There Company is non-compliant under regulation 33 of SEBI (LODR)
Regulations, 2015 for late submission of financial results for the quarter
ended December 2023.

The same was due to oversight and it was rectified on immediate basis.

4. The Company is non-compliant under regulation 6(1) of SEBI (LODR)
Regulations, 2015, with requirement to appoint a qualified company
secretary as the compliance officer.

Our response to the above comment is that we will shortly comply with the above
requirement.

Cost Auditor:

Appointment of cost auditors is not applicable to company.

17. DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company
has established connectivity with both the depositories i.e., National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited
(CDSL). In view of the numerous advantages offered by the Depository system,
Members are requested to avail the facility of dematerialization of shares with
either of the Depositories as aforesaid. As on March 31, 2024, 51.37% of the
share capital stands dematerialized.

18. CORPORATE GOVERNANCE

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

19. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

21. MEETINGS OF THE BOARD AND THEIR COMMITTEES

a) Meetings of the Board:

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

b) Constitution of Committees:

(1) Audit Committee:

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

Name of Member	Category	Statu s	No. of Meeting entitled to attend	No. of Meeting attende d
Mr. Girish Manilal Boradia	Non-Executive & Independent Director	Chairman	4	4
Mr. Sunil Hirji Shah	Non-Executive & Independent Director	Member	4	4
Mr. Julie Mehul Shah	Non - Executive & Non Independent Director	Member	4	4

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

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

(2) Nomination & Remuneration Committee:

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

The nomination and Remuneration Committee comprises following directors
namely:

Name of	Category	Statu	No. of	No. of
Member		s	Meeting	Meeting
			entitled	attende
			to	d

			attend
Mr. Girish Manilal Boradia	Non-Executive & Independent Director	Chairman	1	1
Mr. Sunil Hirji Shah	Non-Executive & Independent Director	Member	1	1
Mr. Damji Lalji Shah (Ceased due to demise on January 29, 2023)	Non - Executive & Non Independent Director	Member	1	1
Mr. Julie Mehul Shah (with effect from January 29, 2023)	Non - Executive & Non Independent Director	Member	0	0

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

(3) Stakeholders Relationship Committee:

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

Name of Member	Category	Statu s	No. of Meeting entitled to attend	No. of Meeting attende d
Mr. Girish Manilal Boradia	Non-Executive & Independent Director	Chairman	1	1
Mr. Sunil Hirji Shah	Non-Executive & Independent Director	Member	1	1
Mr. Vipul Popatlal Chheda	Executive, Whole¬ time Director	Member	1	1

One Meeting of the Stakeholder Relationship Committee was held on August 9,
2023

(4) Independent Directors Meeting:

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

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

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

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

One Independent Committee Meeting was held on August 9, 2023

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

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

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

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

24. VIGIL MECHANISM:

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

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

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

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

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

27. ANNUAL RETURN:

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

28. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
the Companies (Appointment and Remuneration of Managerial Personnel) Amendment
Rules, 2016, is annexed as “Annexure -IV” which forms part of this Report.

Market Capitalization as on March 31, 2023 Rs. 31.50 Lacs
Market Capitalization as on March 31, 2024 Rs. 31.50 Lacs

There is no change in market capitalization

PE ratio as on March 31, 2023 ........Rs. -17.5

PE ratio as on March 31, 2024 ........Rs. 0.16

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

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

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

30. REPORTING OF FRAUDS:

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

31. PREVENTION OF SEXUAL HARASSMENT IN THE COMPANY:

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

Your Directors state that during the year under review, there were no cases filed
pursuant Shikhar Leasing and Trading Limited Annual Report 2023-24 to the Sexual
Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act,
2013.

32. GENERAL:

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

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

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

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

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

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

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

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

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

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

33. ACKNOWLEDGEMENT

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

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

For and on behalf of the Board of Directors

Vipul P. Chheda Girish M. Boradia Heena S. Desai

Wholetime Director Director CFO

DIN: 00297838 DIN: 00476124 DIN: 00671452

Date: 13^th August, 2024
Place: Mumbai

---

Mar 31, 2013

The Members,

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

Financial Results

Rupees in Lacs

Particulars 2011-2012

Income From Operation 20.39 7.35

Interest & Other Income 4.93 6.58

13.93

Profit /fLoss )before Depreciation (1.11) (0.65)

Less: Depreciation 0.53 2.92

Profit/fLoss) before taxation (1.64) (3.54)

Less: Deferred tax ProvisionfAssets) (17.74) (123.25)

Less: Income Tax of earlier year (0.45) (0.47)

Contingent provision for standard assets 1.11 0.37

Net Profit/(Loss) for the year 40.96 118.87

Add: Balance of Profit & Loss a/c. b/f. from Previous Year 153.25 (272.12)

Balance Carried to Balance Sheet 194.21 15325



OPERATION:

The Company has earned total Income of Rs 25.32 lacs for the year under review against the total income of Rs.14.91 lacs during the previous year.

DIVIDEND:

In view of the loss the directors are unable to recommend any dividend for the year under report.

DIRECTORATE:

Mr. Sanjay A Desai and Mr. Damji L Shah retire by rotation and being eligible offer themselves for re-appointment. Mr. Vipul P Chheda has been reappointed as whole time director of the Company for a period of 5 years with effect from 1st October,2013 on a remuneration as laid down in the ordinary resolution proposed in the accompanying notice.

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

IV. That the Directors had prepared the annual accounts for the year ended on 31st March, 2013 on a going concern basis.

AUDITORS:

M/S. A.C.MODI & ASSOCIATES, Chartered Accountants the present Auditors of the Company have furnished a certificate regarding their eligibility for re- appointment You are requested to appoint auditors of the company and fix their remuneration.

FOR AND ON BEHALF OF THE BOARD

DIRECTOR

PLACE: MUMBAI

Dated: 30th May 2013

---

Mar 31, 2012

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

Financial Results

Rupees in Lacs

Particulars 2011-2012 2010-2011

Income From Operation 7.35 28.38

Interest & Other Income 6.58 2.99

13.93 31.37

Profit / (Loss)before Depreciation (0.65) (442.14)

Less: Depreciation 2.92 2.35

Profit/(Loss) before taxation (3.54) (444.49)

Less : Deferred tax Provision(Assets) (123.25) 0.18

Less: Income Tax of earlier year (0.47) 6.36

Contingent provision for standard assets 0.37 0.14

Net Profit/(Loss) for the year 118.87 451.18

Add: Balance of Profit & Loss a/c. b/f. from Previous Year (27.2.12) 179.06

Balance Carried to Balance Sheet 153.25 (272.12)

OPERATION:

The Company has earned total Income of Rsl3.93 lacs for the year under review against the total income of Rs. 31.37 lacs during the previous year. The Observation made by the auditors are explained in the notes to the accounts and are self explainery.

DIVIDEND:

In order to conserve the financial resources your directors do not recommend any dividend for the year under report.

DIRECTORATE:

Shri Girish M Boradia and Shri Vipul P Chheda retire by rotation and being eligible offer themselves for re-appointment.

PARTICULARS OF EMPLOYEES:

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

COMPLIANCE CERTIFICATE:

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

DISCLOSURES OF PARTICULARS WITH RESPECT TO CONSERVATION ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGES EARNINGS AND OUTGO.:

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

Foreign exchange earnings. Rs. Nil,

Foreign exchange outgo. Rs. Nil

PUBLIC DEPOSIT:

The Company has not accepted any deposit from Public. Therefore provision of section 58(A) of Companies Act,1956 are not applicable to the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

I. That in the preparation of the annual accounts for year ended on 31st March, 2012, the applicable accounting standards had been followed;

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

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

IV. That the Directors had prepared the annual accounts for the year ended on 3'lst March, 2012 on a going concern basis.

AUDITORS:

M/S. A.C.MODI & ASSOCIATES, Chartered Accountants the present Auditors of the Company have furnished a certificate regarding their eligibility for re- appointment. You are requested to appoint auditors of the company and fix their remuneration.

FOR AND ON BEHALF OF THE BOARD

DIRECTOR

PLACE: MUMBAI

Dated: 28 JUNE 2012

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Mar 31, 2010

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

Financial Results

Rupees in Lacs

Particulars 2009-2010 2008-2009

Income From Operation1 70.36 278.05

Interest & Other Income 39.66 71.28

210.02 349.33

Profit before Depreciation (89.13) 0.26

Less: Depreciation1. 1.71 2.07

Profit/(Loss) before taxation (90.83) (1.81)

Less: Provison for Taxation 9.80 0.00

Less : Deferred tax Provision1. 1.46 (2.01)

Less: Provision for Fringe Benefit Tax 00.0 0.35

Less: Income Tax of earlier year0. 0.17 (0.10)

Net Profit/(Loss) for the year (102.26) (0.05)

Add: Balance of Profit & Loss a/c.

b/f. from Previous Year 281.32 281.37

Balance Carried to Balance Sheet 179.06 281.32

OPERATION:

The Company has earned total Income of Rs. 210.02 lacs for the year under review against the total income of Rs. 349.33 lacs during the previous year. The Observation made by the auditors is explained in the notes to the accounts and are self explanatory.

The Company has close down it activities of manufacturing of electrical goods carried on contract basis in the month of July,2010 at Khergam, Valsad, Gujarat and settled claims of all the workers

DIVIDEND:

In view of loss and In order to conserve the financial resources your directors do not recommend any dividend for the year under report.

DIRECTORATE:

Mr.Vipul P.Chheda and Mr. Kantilal S. Maroo retire by rotation and being eligible offer them selves for re-appointment.Mr. Girish Boradia has been appointed as additional director of the Company by the board of directors and he holds the office until the date of the ensuing annual general meting. You are requested to appoint him as director of the Company.

PARTICULARS OF EMPLOYEES:

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

COMPLIANCE CERTIFICATE:

A compliance certificate from D. Kothari 85 Associates, Company Secretaries, that the company has complied with all the provisions of the Companies Act, 1956, pursuant to section 383A of the Companies Act, 1956 as amended is attached herewith and forms part of this report.

DISCLOSURES OF PARTICULARS WITH RESPECT TO CONSERVATION ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGES EARNINGS AND OUTGO. :

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

Foreign exchange earnings. Rs. Nil

Foreign exchange outgo. Rs. Nil

PUBLIC DEPOSIT:

The Company has not accepted any deposit from Public. Therefore provision of section 58(A) of Companies Act, 1956 are not applicable to the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

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

I. That in the preparation of the annual accounts for year ended on 31st March, 2010, the applicable accounting standards had been followed;

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

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

IV. That the Directors had prepared the annual accounts for the year ended on 31st March, 2010 on a going concern basis.

AUDITORS:

M/S. A.C.MODI 85 ASSOCIATES, Chartered Accountants the present Auditors of the Company have furnished a certificate regarding their eligibility for re- appointment. You are requested to appoint auditors of the company and fix their remuneration.

FOR AND ON BEHALF OF THE BOARD

DIRECTOR

PLACE: MUMBAI

Dated : 2nd September, 2010.