Directors Report of Tilak Ventures Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 43rd Annual Report on the business and operations of your Company together with Audited Financial Statements for the year ended 31^st March, 2024.

FINANCIAL RESULTS

The summary of the Company''s financial performance for the Financial Year 2023-2024 as compared to the previous Financial Year 2022-2023 is given below:

Particulars	F.Y. 2023-2024	F.Y. 2022-2023	F.Y. 2023-2024	F.Y. 2022-2023
	Standalone		Consolidated
Revenue from Commodity Trading	238.14	402.31	725.82	449.84
Revenue from Finance activity	544.48	247.91	560.48	247.91
Revenue from Operating Income	403.60	253.00	404.54	253.53
Total Revenue	1598.66	903.22	1690.84	951.28
Total Expense	868.30	604.55	990.92	668.04
Profit/Loss before Dep. & Int.	737.49	298.67	715.48	283.24
Depreciation	-	-	7.54	4.90
Interest	7.12	-	8.02	-
Profit/Loss after Depreciation &Interest	730.37	298.67	699.92	278.34
Current Tax	177.45	46.34	177.45	46.34
Tax adjustments of earlier years	1.80	8.96	1.80	8.96
Deferred Tax	5.81	0.12	5.81	0.46
Exceptional Item	-	-	-	-
Net profit/ (Loss)	545.31	243.25	514.87	227.48
Other Comprehensive income for theyear	(94.91)	(160.30)	(94.91)	(160.30)
Balance carried forward to Balance Sheet	450.41	82.95	514.87	227.48

REVIEW OF OPERATIONS Standalone

During the year under review company has two reporting segments i.e. Commodity Trading and Finance segment, from which company has generated its revenue. It can be clearly seen from the figures above that the total revenue of the company Rs. 1598.66 Lakhs including other income as against Rs. 903.22 Lakhs in the previous year. The net profit/(loss) of the Company is Rs. 545.31 Lakhs as against net profit/ (loss) of Rs. 243.25 Lakhs in the previous year. The management is striving hard to work with great efforts and maintain high level of optimism to increase the revenue and to achieve profit margin in coming years.

Consolidated

During the year under review, the company has resulted a good profit of Consolidated Financials as compared to previous year, the company has recorded Net Profit of Rs. 514.87 lakhs as compared to previous year Net profit of Rs. 227.48 lakh. The Directors are further optimistic about future performance of the Company with new business venture.

CAPITAL STRUCTURE

Authorised Share Capital

The Authorised Share Capital of the Company as on March 31, 2024 is Rs. 23,25,00,000/- (Rupees Twenty-Three Crores Twenty-Five Lakhs only) comprising of 23,25,00,000 (Twenty-Three Crores Twenty-Five Lakhs) Equity Shares having Face Value of Rs. 1.00/- (Rupee One Only).

After the closure of financial year under review, the Members at their meeting held on 11^th April, 2024 approved increase of Authorised Share Capital from the existing Rs.23,25,00,000 (Rupees Twenty-Three Crores Twenty-Five Lacs Only) divided into 23,25,00,000 (Twenty-Three Crores Twenty-Five Lacs) Equity Shares of Re.1/- each to Rs. 73,25,00,000 (Rupees Seventy-Three Crores and Twenty-Five Lacs Only) divided into 73,25,00,000 (Seventy-Three Crores Twenty-Five Lacs) Equity Shares of Re.1/-each.

Paid up Share Capital

During the Financial year 2023-2024, the Issued and Paid up Share Capital of the Company as on March 31, 2024 at Rs. 22,28,48,403/- divided into 22,28,48,403 fully paid up equity shares of Face value of Rs. 1/- per shares.

The Company has forfeited 19,91,597 Partly paid-up Equity Shares of Rs. 1/- on which the application money Rs. 0.50/- is received by the Company are forfeited in the financial year 2022-2023 on 20^th March, 2023.

BOARD OF DIRECTORS

During the financial year 2023-2024, the Board of Directors is duly constituted.

During the year under review, the Board of Directors appointed Ms. Tarannum Bano as Chief Financial officer of the Company w.e.f. 26^th June, 2023.

None of the Directors of the company are disqualified for being Directors as specified under Section164 of theCompanies Act, 2013. DIVIDEND

During the year, your Directors do not propose any dividend for the Financial Year ended 31^st March, 2024.

DEPOSITS

During the year under review the Company did not invite or accept any Deposits within the meaning of Section 73 of the Companies Act, 2013.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there was no application made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT ANDVALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

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

During the year the company has not proposed to transfer any amount to the General Reserve.

SUBSIDIARIES/ JOINT VENTURE/ASSOCIATES

During the year under review, the Company is holding 1,11,000 equity shares of Rs. 10 each, of M/s Yosto Venture India Private Limited "(Yosto”), resulting a controlling stake (51.03%) in the Yosto.

M/s Yosto Venture India Private Limited is registered start up located at Mumbai and into the business of Office Supplies through E-Commerce "Wisycart.com”.

A separate statement containing the salient features of financial statements of the subsidiary company M/s. Yosto Ventures India Private Limited of your Company forms part of Annual Report in the prescribed Form AOC-1 as Annexure I in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

The Financial Statements of the subsidiary companies and related information are available for inspection by the Members at the Registered Office of the Company during the business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Further in line with the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and in accordance with IND AS - 110, Consolidated Financial Statement prepared by the Company includes financial information of its subsidiaries.

The Company will provide a copy of Annual Report and other documents of its subsidiary companies on the request made any Member, investor of the Company/ Subsidiary Companies. The Financial Statements of the Subsidiary Companies have been kept for inspection by any Member at the Registered Office of the Company. The statements are also available on the website of the Company.

LISTING OF SHARES

Shares of the Company are listed on the BSE Limited (BSE) Mumbai, which provide the wider access to the investor''s national wide.

LISTING FEES

The Company has paid the listing fees as mandated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to Stock Exchange for the F.Y. 2023-2024.

RAISING OF FUNDS THROUGH RIGHT ISSUE

The Board of Directors proposed vide their board meeting dated 23 ^rd April, 2024 to raise the funds through issue of Equity Shares on Right issue basis for an aggregate amount of up to 49,50,00,000/- (Rupees Forty-Nine Crores Fifty Lakhs Only).

The Company has filed an In-principle application with BSE Ltd and current status is pending for approval.

DEMATERIALISATION AND ELECTRONIC REGISTRAR

The equity shares of your Company are dematerialized with both NSDL and CDSL under ISIN INE026L01022.As on 31^st March 2024, 99.90% equity shares are in Demat form.

Our registrar for electronic connectivity with the National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) is Link Intime India Private Limited, Mumbai (SEBI Reg. No: INR000002102).

POSTAL BALLOT

During the year No postal ballot was done by the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company is in compliance of Section 186 of Companies Act, 2013 and details of Loans, Guarantees and Investments are given under the limit passed by shareholders through special resolution to increase the limit specified under Section 186 of the Companies Act, 2013, the deails will be produced for verification to the members on their specific request.

MEEETINGS OF THE BOARD

The Board of Directors of the Company met 7 (Seven) Times during the year under review. The gap between two Meetings did not exceed 120 days (one hundred and twenty). Detailed information on the meetings of the Board, its Committees and the AGM is included in the Report on Corporate Governance, which forms part of this Annual Report.

BOARD COMMITTEES

As per the requirement of Companies Act, 2013 and relevant Regulation of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Your Company has the following mandatory committees:

¦ Audit Committee

¦ Nomination and Remuneration Committee (NRC)

¦ Stakeholders Relationship Committee (SRC)

The details of committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

EVALUATION OF BOARD OF DIRECTORS ITS COMMITTEES AND OF INDIVIDUALS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board & its Committees, execution and performance of specific roles, duties, obligations and governance.

The performance evaluation of Committees, Executive Directors, Non-Executive Directors and Independent Directors was completed. The Performance evaluation of the Chairman, Non-Executive Directors & Board asa whole was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

^ In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

^ 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 at the end of the financial year and of the profit and loss of the Company for that period;

^ They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

^ They have prepared annual accounts on a going concern basis;

^ They have laid down internal financial controls to be followed by the Company and such internal financial Controls are adequate and operating effectively;

^ They have devised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.

COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company has been following well laid down policy on appointment and remuneration of Directors and Key Managerial Personnel (KMP).

The appointment of Directors is made by the Board pursuant to the recommendation of Nomination and Remuneration Committee (NRC) The policy for appointment of directors is placed on the website of the Company on the below link: https://tilakfinance.files.wordpress.com/2016/04/terms-and- conditions-of- independent director.pdf

The remuneration of Non-Executive Directors comprises of sitting fees and commission in accordance with the provisions of Companies Act, 2013.

The remuneration of Executive Directors comprises of Basic Salary, Perquisites & Allowances and Commission if any. The remuneration is within the limits prescribed under the Companies Act, 2013 and is recommended by NRC. Approval of Board, Shareholders and the Central Government, if required, for payment of remuneration to Executive Directors is sought, from time to time.

Nomination & Remuneration Policy is available on the website of the Company on the below link: https://tilakfinance.files.wordpress.com/2016/04/remuneration-policy tilak.pdf

RISK MANAGEMENT

The Company has adopted as Risk Management Policy in accordance with the provisions of Companies Act, 2013 which laid down the framework to identify, evaluate business risk and opportunities. The Board has reviewed the Risk assessment and Minimization procedure as per Regulation 17 (9) of the SEBI (LODR) Requirements, 2015; there are no material risk which in the opinion of the management affects the continuityand existence of the business. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place internal financial controls which commensurate with the size of the Company. However, Company is trying to strengthen the same. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the company''s policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanism, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

CORPORATE SOCIAL RESPONSIBILITY

The Company in its Board Meeting held on 25th May, 2024 has adopted and framed CSR Committee as required under Section 135 of the Companies Act, 2013.

The Committee consists of three Directors of which one Director is Executive and two Directors are Independent Non-Executive Directors as follows;

Shri Chirag Goyal - Chairman Shri Vikash Kulhriya - Member Shri Girraj Kishor Agrawal - Member

The Committee roles / powers are:-

1. To formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the Company as per the Companies Act, 2013;

2. To review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the Company.

3. To monitor the Corporate Social Responsibility policy of the Company from time to time.

• The CSR committee has adopted the policy for the activities to be undertaken under the Corporate Social Responsibility as per Schedule VIII of the Companies Act, 2013.

• The Policy as adopted is available on the website of the Company www.tilakfinance.wordpress.com DISCLOSURE REQUIREMENTS

The Company has a whistle blower policy/vigil mechanism to report genuine concerns or grievances and to provide transparent working environment. The Policy provides adequate safeguards against victimization of Directors / employees who raise the concern and have access to the chairman of Audit Committee who is entrusted to oversee the Whistle blower mechanism. Further no personnel have been denied access to the Audit Committee during the financial year under review.

The Whistle Blower Policy/vigil mechanism has been posted on the website of the Company https://tilakfinance.wordpress.com/

The Board has laid down a code of conduct for Board members & Senior Management Personnel as per Regulation 17 & 26 (3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 & has been posted on the website of the Company https://tilakfinance.files.wordpress.com/

All the Board members & Senior Management Personnel have affirmed compliance with the said code of conduct for the year ended on 31^st March, 2024.

A DECLARATION TO THIS EFFECT SIGNED BY THE CEO, FORMS PART OF THIS ANNUAL REPORT

The Board has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015.The Insider trading Policy of the Company covering code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information and Code of Conduct for the prevention of Insider Trading has been posted on the website of the Company (https://tilakfinance.files.wordpress.com/).

All the Board members & KMPs have affirmed compliance with the said code of conduct for the year ended on 31^st March, 2024. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as required under Section 92 of the Companies Act, 2013 is included in this report as “Annexure - II” and forms an integral part of this report. Our Website is https://tilakfinance.files.wordpress.com/copy of the annual return is placed on the website.

MATERIAL CHANGES AND COMMITMENTS

No material changes have occurred and commitments made, affecting the financial position of the Company, between the end of the financial year of the Company and the date of this report other than

There is no order is passed by regulator or court or tribunal against the Company, impacting the going concern concept or future operations of the Company.

There are no details in respect of frauds reported by auditors under section 143 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribedin Form AOC - 2 are appended as “Annexure -III”.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided as under.

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2023-2024, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-2024 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. No	Name of Director/KMP	Remuneration Received	% increase in Remuneration in the Financial year2023-24	Ratio of remuneration of each Director to median remuneration of employees
1	Mr. Girraj Kishor Agrawal (Director& CEO)	84,00,000	NIL	42.00
2	Mrs. Tanu Girraj Agrawal (Non-Executive - NonIndependent Director)	NIL	NIL	NIL
3	Mrs. Tarannum Bano (Chief Financial Officer)	67,500	NIL	0.34
4	Mr. Davendra Kumar (Company Secretary)	2,40,000	NIL	1.20
5	Mr. Chirag Goyal (Non-Executive Independent Director)	NIL	NIL	NIL
6	Mr. Vikash Kulhriya (Non-Executive Independent Director)	NIL	NIL	NIL
7	Mr. Pratham Jethliya (Non-Executive Independent Director)	NIL	NIL	NIL
8	Mr. Ashish Kachhara (Non-Executive Independent Director)	NIL	NIL	NIL

^ All appointments are / were non-contractual.

^ There were 8 employees on the roll of Company as on March 31, 2024.

^ The median remuneration of employees of the Company during the financial year was Rs. 2,00,000/-.

^ Remuneration as shown above comprises of Salary, Leave Salary, Bonus, Leave Travel Assistance, Medical Benefit, House Rent Allowance, Perquisites and Remuneration on Cash basis.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with Companies'' (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption, and research and development are not applicable to the Company.

FOREIGN EXCHANGE

The Company has Exported Maize during the Year under review thereby earning Foreign Exchange.

AUDITORS

a) STATUTORY AUDITORS

The Board of Directors in their Meeting held on 06th September, 2023 approved and proposed appointment of M/s. Bansal Gourav & Associates, Chartered Accountant as Statutory Auditors of the Company at 42^nd Annual General Meeting for a period of 5 years till the conclusion of 47th Annual General Meeting of the company to be held in the year 2028.

Explanation or observations made by the Statutory A uditors.

There were no qualifications or observation made by the Statutory Auditors M/s. Bansal Gourav & Associates, Chartered Accountant in their Audit Report for the financial year 2023-2024.

b) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Nitesh Chaudhary & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 202 3-2024. The Secretarial Auditor Report is annexed as “Annexure -IV” and forms an integral part of this Report.

There are some qualifications, reservations or adverse remarks made Secretarial Auditors in their report for the financial year

1. During the previous year the Company has filed Annual Return MGT - 7 with dlay and additional fees.

2. During the previous year 2022-23, the Company''s Directors Mr. Girraj Kishor Agrawal and Mrs. Tanu Agrawal, along with Its Relative and the Company M/s. Tilak Venture Limited vide its Order No. Order/SD/KS/2022-23/18018-18021) dated 27^th July, 2022 received a penalty of Rs. 5,00,000 per person by Securities Exchange Board of India for the Violation of SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulation, 2003.

3. During the current FY2023-2024, Securities Exchange Board of India has passed an Order against the Company and its Directors Mr. Girraj Kishor Agrawal and Mrs. Tanu Agrawal imposing a total penalty of Rs. 14,00,000 on the company and 7,00,000 each on both the directors and restrained from accessing the securities market and further prohibited from buying, selling or dealing in securities, either directly or indirectly in any manner whatsoever for a period of six months from the date of the Order vide its Order No. SEBI/HO/IVD/ID13/OW/P/2022/30132/1) dated 27th July, 2023for the Violation of SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulation, 2003, for mis-utilization of funds raised through preferential issue by the Company in FY. 2010-2011 and F.Y. 2012-2013.

4. The Company has received a notice from BSE that the company has made Non-compliance in Regulation 23(9) as delay in submission of disclosure of Related party transaction on consolidated basis for the Half-year started from 01^st April, 2023 to 30^th September, 2023.

Management Clarification & Reply:

1. Due to technical glitches and issues there was a small delay in filing of MGT-7 for F.Y. 2022-23 during the year, we insure that your company is adhere to make strong compliance system and good secretarial practice.

2. Management of the Company has filed an appeal with the SAT (Securities Appeallet Tribunal) for the penalty levied of Rs. 5,00,000 by SEBI and SAT vide its order dated 31^st October, 2023 has revoked and quashed the penalty levied on its directors and on the Company.

3. The Company has filed an appeal in SAT against the order and SAT has vide its order No. dated 28th August, 2023 granted a stay in the matter. However, the Company has also paid the penalty amount under protest with SEBI.

4. As per the Information given by the company, there is a delay of 1 day for filing related party transaction for the quarter ended 30th September, 2023 in XBRL mode. As per the received information, clarification submitted by the Company to BSE Ltd. BSE levied a penalty of Rs. 5000 gst, which was later made the penalty amount.

c) INTERNAL AUDITOR

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Company has appointed an Internal Auditor who reports to the Audit Committee. Quarterly internal audit reports are submitted to the Audit Committee which reviews the audit reports and suggests necessary action.

During the year under review, term of Mr, Deepak Mehta as Internal Auditor completed and Board appointed to Mr. Ronak Ashok Surani, Mumbai as Internal Auditor of the Company for the Financial Year 2024-2025 and 2025-2026 w.e.f. 7^th August, 2024.

CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS

Company have taken Certificate from Practicing Company Secretary that none of the Directors on the Board of the Company are disqualified as on 31.03.2024 in accordance with Regulation 34(3) read with Schedule V Para C sub clause 10 (i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 annexed as Annexure - V

INDEPENDENT DIRECTORS

a) Disclosure of Independence: The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also the opinion that the Independent Directors fulfils all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

b) Familiarization Programmes: As per Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of the familiarization programmes for Independent Directors have been detailed out in the Corporate Governance Report forming part of the Annual Report and are also disclosed on the website of the Company at https://tilakfinance.wordpress.com/.

c) Meeting: The details of the meeting of Independent Directors are given in Corporate Governance Report forming part of the Annual Report.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. In compliance with Regulation 34 and Schedule V of SEBI Listing Regulation 215, report on Corporate Governance is annexed as Annexure- VI, along with a certificate from the Secretarial Auditors of the Company on compliance with the provisions and forms part of the Annual Report as Annexure - VII

COMPLIANCE WITH SECRETARIAL STANDARDS

Company is in compliance with applicable Secretarial Standards.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT ATWORKPLACE

The Company is committed to provide a healthy environment to all employees and thus does not tolerate any sexual harassment at workplace.

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition &Redressal) Act, 2013, An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy. Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the company has not received any complaint of sexual harassment.

APPRECIATION & ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their sincere gratitude for assistance and cooperation received from banks, financial institutions, shareholders, business associates and esteemed customers for their continued support and assistance during the year.

Your Directors also place on record their appreciation for the excellent contribution made by all employees of Tilak Ventures Limited through their commitment, competence, co-operation and diligence to duty in achieving consistent growth of the Company.

On behalf of the Board of Directors

Sd/- Sd/-

Girraj Kishor Agrawal Tanu Agrawal

Director Director

DIN: 00290959 DIN: 00290966

Date: 31/08/2024 Place: Mumbai

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Mar 31, 2023

Your Directors have pleasure in presenting their 42^nd Annual Report on the business and operationsof your Company together with Audited Financial Statements for the year ended 31^st March, 2023.

FINANCIAL RESULTS

The summary of the Company''s financial performance for the Financial Year 2022-2023 as compared to the previous Financial Year 2021-2022 is given below:

Particulars	F.Y. 20222023	F.Y. 2021-2022	F.Y. 20222023	F.Y. 20212022
	Standalone		Consolidated
Revenue from Commodity Trading	402.31	335.41	449.84	335.42
Revenue from Finance activity	247.91	53.344	247.91	53.34
Revenue from Operating Income	253.00	562.44	253.53	56.24
T otal Revenue	903.22	445.00	951.28	445.00
Total Expense	604.55	467.77	668.04	467.77
Profit/Loss before Dep. & Int.	298.67	(22.77)	283.24	(22.77)
Depreciation	-	-	4.90	-
Interest	-	-	-	-
Profit/Loss after Depreciation &Interest	298.67	(22.77)	278.34	(22.77)
Current Tax	46.34	0.91	46.34	0.91
Tax adjustments of earlier years	8.96	15.40	8.96	15.40
Deferred Tax	0.12	-	0.46	-
Exceptional Item	-	-	-	-
Net profit/ (Loss)	243.25	(39.08)	227.48	(39.08)
Other Comprehensive income for theyear	(160.30)	(24.06)	(160.30)	(24.06)
Balance carried forward to BalanceSheet	82.95	(63.14)	13.95	(63.14)

REVIEW OF OPERATIONS Standalone

During the year under review company has two reporting segments i.e. Commodity Trading and Finance segment, from which company has generated its revenue. It can be clearly seen from the figures above that the total revenue of the company Rs. 903.22 Lakhs including other income as against Rs. 445.00 Lakhs in the previous year. The net profit/(loss) of the Company is Rs. 243.25 Lakhs as against net profit/ (loss) of Rs. (39.08) Lakhs in the previous year. The management is striving hard to work with great efforts and maintain high level of optimism to increase the revenue and to achieve profit margin in coming years.

Consolidated

Being the first year of Consolidated Financials, the company has recorded Net Profit of Rs. 227.48 lakhs. The Directors are optimistic about future performance of the Company with new business venture.

CAPITALSTRUCTURE

Authorised Share Capital

The Authorised Share Capital of the Company as on March 31, 2023 is Rs. 23,25,00,000/- (Rupees Twenty Three Crores Twenty Five Lakhs only) comprising of 23,25,00,000 (Twenty Three Crores Twenty Five Lakhs) Equity Shares having Face Value of Rs. 1.00/- (Rupee One Only).

Paid up Share Capital

During the Financial year 2021-22, the Company has issued Equity Shares on Right basis to its Existing Shareholders as detailed herein below-

Particulars	Issue of Securities on Right Issue to raise fund up to 48,50,00,000/-
	Partly Paid up Equity Shares (On Application)
Date of Boards Approval	December 1, 2022
Issue Size	48,18,00,000
No. of Shares to be issued	9,63,60,000
Rights Entitlement Ration	3:4(3 (Three) Right Shares For Every 4 (Four) Equity Shares Held By Such Eligible Shareholders As On The Record Date)
Issue Price (including Securities Premium of Rs. 4/- per shares)	Rs. 5.00/- per share with Rs. 2.50/- paid on application( Face Value of Rs. 0.50/- and Premium of Rs. 2.00/-)
Record Date	February 18, 2022
Issued Period	From February 28, 2022 to March 15, 2022
Date of Allotment	March 22, 2022
No. of Partly paid up Shares issued on application money	9,63,60,000

Company has received listing and trading approval vide their Letter No. DCS/PREF/KK/IP-RT/2049/2021-22 dated 24^th March, 2022 and DCS/RIGHTS/KK/RT-TP/13157/2021-22 dated 29th March, 2022 respectively for 9,63,60,000 equity shares. The allotted Equity Shares were traded under ISIN No. IN9026L01012, Scrip Code 890165 w.e.f. 31^st March, 2022.

In respect of the 9,63,60,000 Partly paid-up Equity Shares issued on March 22, 2022 the Company made First and Final call of Rs. 2.50/- paid on First and final call as per below-

Particular	First and Final Call	Reminder-I	Final Reminder cum forfeiture
Call Record Date	July 18, 2022	Not applicable	Not applicable
Notice Date	July 21, 2022	November 05, 2022	January 28, 2023
Period of making payment	From August 05, 2022 to August 19, 2022	From November 14, 2022 to November 28, 2022	Last date of Payment-February 22, 2023
Valid Call Money received (including premium)	23,39,32,142.50/-	Rs. 12,98,005.00/-	Rs. 6,90,860.00/-
No. of shares converted into fully paid-up Equity Shares pursuant to receipt of call money	9,35,72,857 Equity Shares	5,19,202 Equity Shares	2,76,344 Equity Shares
Date of conversion1/ allotment	August 29, 2022	December 14, 2022	March 17, 2023
Outstanding Partly paid up Equity Shares before call/reminder notice	9,63,60,000 Partly Paid up Equity Shares	27,87,143 Partly Paid up Equity Shares	22,67,941 Partly Paid up Equity Shares
Outstanding Partly paid up Equity Shares after call/reminder notice	27,87,143 Partly Paid up Equity Shares	22,67,941 Partly Paid up Equity Shares	19,91,597 Partly Paid up Equity Shares2

As a result of the Right Issue as shown in the above table, the Issued and Paid up Share Capital of the Company as on March 31, 2023 shown on MCA stood at Rs. 2,23,844,201.50/- divided into 22,28,48,403 fully paid up equity shares of Face value of Rs. 1/- per shares and 19,91,597 Partly paid up Equity Shares of Rs. 1/- on which the application money Rs. 0.50/- is received by the Company.

FORFEITURE OF SHARES ON RIGHT BASIS

During the year under review, the Company issued 9,63,60,000 partly paid up Equity Shares on Right Basis at issue price of Rs. 5.00/-(Rupees Five only)(including premium of Rs. 4.00/- Only) each with Rs. 2.50/- paid on application and balance Rs. 2.50/- paid on calls.

The Company received application money of Rs. 2.50/- per share on all the 9,63,60,000 Equity Shares but balance money of issue price i.e. Rs. 2.50/- was received on only 9,43,68,403 Equity Shares.

Accordingly, balance 19,91,597 partly paid up equity shares with the amount of application i.e. Rs. 2.50/- per shares i.e. Rs. 49,78,992.50/- are forfeited by the Company approved by the Board of Directors in meeting dated March 20, 2023.

The Company has received approval from BSE for the same and awaited the corporate action process completion.

UTILISATION OF THE PROCEEDS FROM RIGHT ISSUE OF EQUITY SHARES
Original Object	Original Allocation as per LOF	Funds Utilised
1.Trade Receivables	Rs.2,00,00,000.00	21,62,674.00
2.Cash and Cash Equivalents	Rs.5,70,00,000.00	-
3.Short-term loans and advances	Rs.4,90,00,000.00	-
4.Other Assets (Investment)	Rs.11,77,00,000.00	45,36,89,461.00
5. Net Other Current Assets ( Current Assets Less Current Liabilities)	Rs.14,56,00,000.00	1,59,00,000.00
Total Working Capital	Rs.38,93,00,000.00	47,17,52,135.00
General Corporate purposes	Rs.8,73,00,000.00	43,78,013.00
TOTAL	Rs.47,66,00,000.00	47,61,30,148.00

1. In addition to the original object as mentioned in the LOF dated 18^th February, 2022, company has taken shareholders approval as on 29^th Sep, 2022 to utilize the funds as per the Main Object, Ancillary and Other Objects as per the MOA of the Company.

2. Total Amount Raised : Rs. 47,61,30,148/-

3. The total original allocation expenses are excluding the Estimated Issue related Expenses of Rs 52,00,000.00

BOARD OF DIRECTORS

The Board is duly constituted.

During the year under review, the Board of Directors appointed Mr. Pratham Jethliya and Mr. Ashish Kachhara as Non Executive Independent Director w.e.f. 14.05.2022 and 13.07.2022 respectively.

During the year, the Company has received resignation from Mr. Vinod Prabhu from the position of Chief Financial Officer w.e.f. 01.02.2023, due to his pre-occupation

Further the Board has approved and appointed Ms. Tarannum Bano as Chief Financial officer of the Company w.e.f. 26^th June, 2023.

None of the Directors of the company are disqualified for being Directors as specified under Section164 of the Companies Act, 2013.

DIVIDEND

During the year, your Directors do not propose any dividend for the Financial Year ended 31^st March, 2023.

DEPOSITS

During the year under review the Company did not invite or accept any Deposits within the meaning of Section 73 of the Companies Act, 2013.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there was no application made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

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

AMOUNTS TO BE TRANSFERRED TO RESERVES

During the year the company has not proposed to transfer any amount to the General Reserve.

SUBSIDIARIES/ JOINT VENTURE/ASSOCIATES

During the year under review, the Company has subscribed and acquired 1,11,000 equity shares of Rs. 10 each, at Issue Price of Rs. 68.92 (Share Premium of Rs. 58.92) per share amounting to Rs. 76,50,000/ - of M/s Yosto Venture India Private Limited “(Yosto”). The acquisition results of a controlling stake (51.03%) in the Yosto.

M/s Yosto Venture India Private Limited is registered start up located at Mumbai and into the business of Office Supplies through E-Commerce “Wisycart.com”.

A separate statement containing the salient features of financial statements of the subsidiary company M/s. Yosto Ventures India Private Limited of your Company forms part of Annual Report in the prescribed Form AOC-1 as Annexure I in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

The Financial Statements of the subsidiary companies and related information are available for inspection by the Members at the Registered Office of the Company during the business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Further in line with the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and in accordance with IND AS - 110, Consolidated Financial Statement prepared by the Company includes financial information of its subsidiaries.

The Company will provide a copy of Annual Report and other documents of its subsidiary companies on the request made y any Member, investor of the Company/ Subsidiary Companies. The Financial Statements of the Subsidiary Companies have been kept for inspection by any Member at the Registered Office of the Company. The statements are also available on the website of the Company

LISTING OF SHARES

Shares of the Company are listed on the BSE Limited (BSE), Mumbai, which provide the wider access to the investor''s national wide.

LISTING FEES

The Company has paid the listing fees as mandated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to Stock Exchange for the F.Y. 2022-2023.

DEMATERIALISATION AND ELECTRONIC REGISTRAR

The equity shares of your Company are dematerialized with both NSDL and CDSL under ISIN INE026L01022. As on 31^st March 2023, 99.91% equity shares are in Demat form.

Our registrar for electronic connectivity with the National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) is Link Intime India Private Limited, Mumbai (SEBI Reg. No: INR000002102).

POSTAL BALLOT

During the year Company held the Meeting through the Postal Ballot on the following dates with the resolution:-

Meeting date	Resolution	Particulars
17th June, 2022	Special Resolution	Alteration in Article of Association of the Company
	Special Resolution	Appointment of Mr. Pratham Jethliya (DIN: 09600191) asan Independent Non-executive Director of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 will be produced for verification to the members on their specific request.

MEEETINGS OF THE BOARD

The Board of Directors of the Company met 15 (Fifteen) Times during the year under review. The gap between two Meetings did not exceed 120 days (one hundred and twenty). Detailed information on the meetings of the Board, its Committees and the AGM is included in the Report on Corporate Governance, which forms part of this Annual Report.

BOARD COMMITTEES

As per the requirement of Companies Act, 2013 and relevant Regulation of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Your Company has the following mandatory committees:

¦ Audit Committee

¦ Nomination and Remuneration Committee (NRC)

¦ Stakeholders Relationship Committee (SRC)

The details of committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

EVALUATION OF BOARD OF DIRECTORS ITS COMMITTEES AND OF INDIVIDUALS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board & its Committees, execution and performance of specific roles, duties, obligations and governance.

The performance evaluation of Committees, Executive Directors, Non-Executive Directors and Independent Directors was completed. The Performance evaluation of the Chairman, Non-ExecutiveDirectors & Board as a whole was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

> In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

> 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 at the end of the financial year and of the profit and loss of the Company for that period;

> They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

> They have prepared annual accounts on a going concern basis;

> They have laid down internal financial controls to be followed by the Company and such internal financialControls are adequate and operating effectively;

> They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company has been following well laid down policy on appointment and remuneration of Directors and Key Managerial Personnel (KMP).

The appointment of Directors is made by the Board pursuant to the recommendation of Nomination and Remuneration Committee (NRC) The policy for appointment of directors is placed on the website of the Company on the below link: https://tilakfinance.files.wordpress.com/2016/04/terms-and- conditions-of-independent director.pdf

The remuneration of Non-Executive Directors comprises of sitting fees and commission in accordance with the provisions of Companies Act, 2013.

The remuneration of Executive Directors comprises of Basic Salary, Perquisites & Allowances and Commission if any. The remuneration is within the limits prescribed under the Companies Act, 2013 and is recommended by NRC. Approval of Board, Shareholders and the Central Government, if required, for payment of remuneration to Executive Directors is sought, from time to time.

Nomination & Remuneration Policy is available on the website of the Company on the below link: https://tUakflnance.fUes.wordpress.com/2016/04/remuneration-poIicv tilakpdf.

RISK MANAGEMENT

The Company has adopted as Risk Management Policy in accordance with the provisions of Companies Act, 2013 which laid down the framework to identify, evaluate business risk and opportunities. The Board has reviewed the Risk assessment and Minimization procedure as per Regulation 17 (9) of the SEBI (LODR) Requirements, 2015; there are no material risk which in the opinion of the management affects the continuity and existence of the business. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place internal financial controls which commensurate with the size of the Company. However, Company is trying to strengthen the same. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to thecompany''s policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanism, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 and the relevant rules, the Company is not required to spend any amount towards CSR Expenditure as none of the thresholds limits as specified in Section 135 is crossed.

DISCLOSURE REQUIREMENTS

The Company has a whistle blower policy/vigil mechanism to report genuine concerns or grievancesand to provide transparent working environment. The Policy provides adequate safeguards against victimization of Directors / employees who raise the concern and have access to the chairman of Audit Committee who is entrusted to oversee the Whistle blower mechanism. Further no personnel have been denied access to the Audit Committee during the financial year under review.

The Whistle Blower Policy/vigil mechanism has been posted on the website of the Company https://tilakfinance.wordpress.com/

The Board has laid down a code of conduct for Board members & Senior Management Personnel as per Regulation 17 & 26 (3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 & has been posted on the website of the Company https://tilakfinance.files.wordpress.com/

All the Board members & Senior Management Personnel have affirmed compliance with the said code of conduct for the year ended on 31^st March, 2023.

A DECLARATION TO THIS EFFECTSIGNED BY THE CEO, FORMS PART OF THIS ANNUAL REPORT

The Board has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015.The Insider trading Policy of the Company covering code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information and Code of Conduct for the prevention of Insider Trading has been posted on the website of the Company (https://tilakfinance.files.wordpress.com/).

All the Board members & KMPs have affirmed compliance with the said code of conduct for the year ended on 31^st March, 2023.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as required under Section 92 of the Companies Act, 2013 is included in this report as "Annexure - II” and forms an integral partof this report. Our Website is https://tilakfinance.files.wordpress.com/copy of the annual return is placed on the website.

MATERIAL CHANGES AND COMMITMENTS

No material changes have occurred and commitments made, affecting the financial position of the Company, between the end of the financial year of the Company and the date of this report other than

1. the Company''s Directors Mr. Girraj Kishor Agrawal and Mrs. Tanu Agrawal, along with Its Relative and the Company M/s. Tilak Venture Limited vide its Order No. Order/SD/KS/2022-23/18018-18021) dated 27^th July,

2022 received a penalty ofRs. 5,00,000 per person by Securities Exchange Board of India for the Violation of SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulation,2003.

The Company has filed an appeal in SAT against the order and the current status of filed application in is proceeding.

2. After the closure of FY 2022-2023, but before adoption of Director Report, Securities Exchange Board of India has passed an Order against the Company and its Directors Mr. Girraj Kishor Agrawal and Mrs. Tanu Agrawal imposing a total penalty of Rs. 14,00,000 on the company and 7,00,000 each on both the directors and restrained from accessing the securities market and further prohibited from buying, selling or dealing in securities, either directly or indirectly in any manner whatsoever for a period of six months from the date of the Order vide its Order No. SEBI/HO/IVD/ID13/OW/P/2022/30132/1) dated 27^th July, 2023 for the Violation of SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulation, 2003 for misutilisation of funds raised through preferential issue by Tilak Ventures Ltd in FY 2010-2011 and 2012-2013.

The Company has filed an appeal in SAT against the order and SAT has vide its order No. dated 28^th August,

2023 granted a stay in the matter. However the Company has also paid the penalty amount with SEBI.

There is no order is passed by regulator or court or tribunal against the Company, impacting the going concern concept or future operations of the Company.

There are no details in respect of frauds reported by auditors under section 143 of the Companies Act, 2013. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 are appended as "Annexure -HI”.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided as under.

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2022-2023, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-2023 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. No	Name of Director/KMP	Remuneratio nReceived	% increase in Remuneration in the Financial year 2022-23	Ratio of remuneration of each Director to median remuneration of employees
1	Mr. Girraj Kishor Agrawal (Director& CEO)	84,00,000	NIL	70.00
2	Mrs. Tanu Girraj Agrawal (Non-Executive - NonIndependent Director)	NIL	NIL	NIL
3	Mr. Vinod Prabhu (Chief Financial Officer)	2,20,001	NIL	1.83
4	Mr. Davendra Kumar (Company Secretary)	2,37,500	NIL	1.98
5	Mr. Chirag Goyal (Non-Executive Independent Director)	NIL	NIL	NIL
6	Mr. Vikash Kulhriya (Non-Executive Independent Director)	NIL	NIL	NIL
7	Mr. Pratham Jethliya (Non-Executive Independent Director)	NIL	NIL	NIL
8	Mr. Ashish Kachhara (Non-Executive Independent Director)	NIL	NIL	NIL

> All appointments are / were non-contractual.

> There were 8 employees on the roll of Company as on March 31, 2023.

> The median remuneration of employees of the Company during the financial year was Rs. 1,20,000/-.

> Remuneration as shown above comprises of Salary, Leave Salary, Bonus, Leave Travel Assistance, Medical Benefit, House Rent Allowance, Perquisites and Remuneration on Cash basis.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with Companies'' (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption, and research and development are not applicable to the Company.

FOREIGN EXCHANGE

The Company has Exported Maize during the Year under review thereby earning Foreign Exchange. AUDITORS

a) STATUTORY AUDITORS

M/s. Dassani & Associates, Chartered Accountants having Firm Registration No. 009096C, has tendered their resignation from the Statutory Auditor of the Company due to their pre-occupancy .

The Board of Directors in their Meeting held on 06^th September, 2023 approved and proposed appointment of M/s. Bansal Gourav & Associates, Chartered Accountant as Statutory Auditors of the Company at 42^nd Annual General Meeting for a period of 5 years till the conclusion of 47th Annual General Meeting of the company to be held in the year 2028.

Explanation or observations made by the Statutory Auditors.

There were no qualifications or observation made by the Statutory Auditors M/s. Dassani & Associates in their Audit Report for the financial year 2022-2023.

b) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Nitesh Chaudhary & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2022-2023. The Secretarial Auditor Report is annexed as "Annexure -IV” and forms an integral part of this Report.

There are some qualifications, reservations or adverse remarks made Secretarial Auditors in their report for the financial year ended March 31, 2023 are as follows:

1. During the financial year 2022-23, the Company’s Directors Mr. Girraj Kishor Agrawai and Mrs. Tanu Agrawai, along with Its Relative and the Company M/s. Tiiak Venture Limited vide its Order No. Order/SD/KS/2022-23/18018-18021) dated 27^th July, 2022 received a penalty of Rs. 5,00,000 per person by Securities Exchange Board of India for the Violation of SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulation, 2003.

2. After the Closure of FY 2022-2023, Securities Exchange Board of India has passed an Order against the Company and its Directors Mr. Girraj Kishor Agrawal and Mrs. Tanu Agrawal imposing a total penalty of Rs. 14,00,000 on the company and 7,00,000 each on both the directors and restrained from accessing the securities market and further prohibited from buying, selling or dealing in securities, either directly or indirectly in any manner whatsoever for a period of six months from the date of the Order vide its Order No. SEBI/HO/IVD/ID13/OW/P/2022/30132/1) dated 27th July, 2023 for the Violation of SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulation, 2003, for mis-utilization of funds raised through preferential issue by the Company in FY. 2010-2011 and F.Y. 2012-2013.

3. The Company has received a notice from BSE that the company has made Non-compliance in Regulation 23(9) as delay in submission of disclosure of Related party transaction on consolidated basis for the Half-year started from 01st October, 2021 to 31st March, 2022.

Management Clarification & Reply:

1. Management of the Company has filed an appeal with the SAT (Securities Appeallet Tribunal) for the penalty levied of Rs. 5,00,000 by SEBI.

2. The Company has filed an appeal in SAT against the order and SAT has vide its order No. dated 28th August, 2023 granted a stay in the matter. However, the Company has also paid the penalty amount under protest with SEBI.

3. The Company has informed to us that they submitted the disclosure of related party within 30 days and filed the waiver application also but due to Non-acceptance of waiver application, the Company has made the payment of Fine amount i.e. 5900/-(including GST) to BSE Ltd.

c) INTERNAL AUDITOR

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Company has appointed an Internal Auditor who reports to the Audit Committee. Quarterly internal audit reports are submitted to the Audit Committee which reviews the audit reports and suggests necessary action.

During the year under review, the Board has accepted resignation of Mr. Ravi Toshniwal, Mumbai as Internal Auditor of the Company for the Financial Year w.e.f. 5^th November, 2022

The Company has appointed Mr. Deepak Mehta as Internal Auditor of the Company w.e.f. 5^th November, 2022

for the period of 2 years i.e. F.Y 2022-2023 & 2023-2024.

CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS

Company have taken Certificate from Practicing Company Secretary that none of the Directors on theBoard of the Company are disqualified as on 31.03.2023 in accordance with Regulation 34(3) read with Schedule V Para C sub clause 10 (i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 annexed as Annexure - V

INDEPENDENT DIRECTORS

a) Disclosure of Independence: The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also the opinion that the Independent Directors fulfils all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

b) Familiarization Programmes: As per Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of the familiarization programmes for Independent Directors have been detailed out in the Corporate Governance Report forming part of the Annual Report and are also disclosed on the website of the Company at https: / / tilakfinance.wordpress.com/.

c) Meeting: The details of the meeting of Independent Directors are given in Corporate Governance Report forming part of the Annual Report.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. In compliance with Regulation 34 and Schedule V of SEBI Listing Regulation 215, report on Corporate Governance is annexed as Annexure- VI, along with a certificate from the Secretarial Auditors of the Company on compliance with the provisions and forms part of the Annual Report as Annexure - VII

COMPLIANCE WITH SECRETARIAL STANDARDS

Company is in compliance with applicable Secretarial Standards.

DISCLOSURES RELATING TO SUBSIDIARIES. ASSOCIATES AND JOINT VENTURES

During the year the Company has proposed to subscribe and acquire 1,11,000 equity shares of Rs. 10 each, at Issue Price of Rs. 68.92 (Share Premium of Rs. 58.92) per share amounting to Rs. 76,50,000/- of M/s Yosto Venture India Private Limited “(Yosto”).

The acquisition results in M/s Yosto Venture India Private Limited as Subsidiary company

POLICY ON PREVENTION. PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT ATWORKPLACE

The Company is committed to provide a healthy environment to all employees and thus does not tolerate any sexual harassment at workplace.

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition &Redressal) Act, 2013, An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy. Your Directors state that during the year under review, there were no cases filed pursuant tothe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the company has not received any complaint of sexual harassment. APPRECIATION & ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their sincere gratitude for assistance and cooperation received from banks, financial institutions, shareholders, business associates and esteemed customers for their continued support and assistance during the year.

Your Directors also place on record their appreciation for the excellent contribution made by all employees of Tilak Ventures Limited through their commitment, competence, co-operation and diligence to duty in achieving consistent growth of the Company.

On behalf of the Board of Directors

Sd/- Sd/-

Girraj Kishor Agrawal T anu Agrawal

Director Director

DIN:00290959 DIN:00290966

Date: 06/09/2023 Place: Mumbai

1

Conversion means Partly paid up shares into Fully Paid up Shares.

2

According to the above table, Company has not received First and Final call money of Rs. 2.50 /- (Face Value of Rs. 0.5/- and Premium of Rs. 2.00/-) on 19,91,597 Partly paid up Equity Shares is liable to forfeit.

---

Mar 31, 2014

Dear MEmbers,

The Directors present their 33rd Annual Report with Audited Statement of Accounts for the year ended on March 31, 2014.

Financial Results:

(Amt in Lacs)

Particulars Year Ended Year Ended

31/03/2014 31/03/2013

Income 641.28 248.74

Profit before Dep. & Int. (24.34) 10.98

Depreciation 13.65 17.62

Interest 0.15 0.02

Profit after Depreciation & Interest (38.14) (6.66)

Provision for Taxation (0.63) 1.39

Provision for Tax (deferred) 43.18 (2.68)

Profit after Tax 4.40 (5.37)

Net profit/ (Loss) 4.40 (5.37)

Amount Available for Appropriation 4.40 (5.37)

Balance carried to Balance Sheet 4.40 (5.37)

Financial Performance:

Your directors feel glad to present you the financials for the F.Y. 2013-14. During the year under consideration your company has performed well and managed to earn profit. Since the profit for the year is not a considerable amount, but company managed to turn itself into profitable concern as compare to last year.

During the year Company''s total income including other income is Rs 641.28 Lacs as compared to Rs.248.74 Lacs in the previous year and thereby registering an increase of 157.81 % as compared to the previous year. The Net Profit after tax is Rs. 4.40 Lacs against the loss of Rs. (5.37) Lacs in the previous year, thus registering a profit as against the loss of the previous year.

Dividend:

The Directors have decided to plough back the profits.

Directors:

During the year under review, your Board inducted Mrs. Madhu Rajkumar Goel as an Additional Director of the Company in the category of Independent Director. In terms of Section 161 of the Companies Act 2013 (corresponding Section 260 of the Companies Act 1956) Mrs. Madhu Rajkumar Goel will hold office up to the date of the ensuing Annual General meeting. The Company has received notice in writing along with deposit pursuant to Section 160 of Companies Act, 2013, proposing appointment of Mrs. Madhu Rajkumar Goel as an Independent Director. Your Board has recommended appointment of Mrs. Madhu Rajkumar Goel as Independent Director not liable to retire by rotation for a period of 5 consecutive years up to 6th March, 2019.

As per the provisions of the Companies Act, 2013 Mr. Tejas Vinodrai Hingu, Director & CFO of the Company, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. Board has recommended his re-appointment.

During the year under review Mrs. Tanu Girraj Kishor Agarwal and Mr. Praveen Vidyashankar Vasishth has resigned from the Board with effect from 24/01/2014 and 07/03/2014, respectively due to their pre- occupation. Board appreciates the valuable contribution to the Company during the tenor of their directorship.

Declaration of Independence by Directors:

The Independent Non-executive Directors of the Company, viz. Mr. Tushar Ramchandra Rane and Mrs. Madhu Rajkumar Goel have affirmed that they continue to meet all the requirements specified under Clause 49(I)(A)(iii) of the listing agreement in respect of their position as an "Independent Director" of Tilak Finance Limited

Auditors:

M/s. Pravin Chandak & Associates, Chartered Accountants having Registration No. 116627W, have been the Auditors of the Company since 14th July, 2010 and have completed a term of four years. As per the provisions of section 139 of the Act, no listed Company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. In view of the above, M/s. Pravin Chandak & Associates, being eligible for re-appointment and based on the recommendation of the Audit Committee, the Board of Directors has, at its meeting held on 27th August, 2014, proposed the appointment of M/s. Pravin Chandak & Associates, as the Statutory Auditors of the Company for a consecutive period of five years to hold office from the conclusion of this AGM till the conclusion of the 38th AGM of the Company to be held in the year 2019 (subject to ratification of their appointment at every AGM).

Auditors Report:

Observations made in the Auditors'' Report are self- explanatory and therefore do not call for any further comments under Section 134 (1) of the Companies Act, 2013.

Deposits:

Your Company has not accepted any Deposits and as such no amount on account of principal or interest on Public Deposits within the meaning of Section 73 of The Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 1975, was outstanding as on the date of the Balance Sheet.

Application to RBI:

With reference to remarks made by the Auditor in its report, we would like to inform you that Since your Company is engaged in the business of Share Trading, Investment and granting of Loan & Advances, which was classified as a NBFC Activities by RBI and such Companies need to get registered with RBI and to hold valid COR to carry on such activities. With the view to comply with the provision of RBI Act, 1934, your Company has made an application to RBI to obtain Certificate of Registration in the month of April, 2014, but RBI has stop to accepting application vide its press release No. 2013-2014/1931 dated 1st April, 2014.

Directors'' Responsibility Statement:

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed.

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the State of affairs of the corporation as at the end of March 31, 2014 and of the profit of the Company for the year ended on that date.

3. Proper and sufficient care to the best of their knowledge and ability for the 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.

4. The Annual Accounts of the Company have been prepared on the ongoing concern basis.

Postal Ballot:

During the year company has carried out Postal Ballot u/s 192A of the Companies Act, 1956 for changing its Main Object from Travel Portal and Solution Agent to Share Trading and Finance business, Commencement of new business and consequently company has also changed its name from ''M/s. Out of City Travel Solutions Limited'' to ''M/s. Tilak Finance Limited'' to reflect its main

business activity in its name. The Members of the Company had approved the same by casting their vote threw postal ballot and company declared the result of postal ballot in its duly conveyed board meeting held on 08/03/2014.

Change in Main Object:

Your company has altered its main object from Finance Business to Travel Portal Business in the year 2011 as an ongoing endeavor to diversify into certain new and profitable business venture with high amount of expectation and optimism to get success in its new business ventures but due to some misfortunes and cut throat competition from giants in the field of Travel portal and solutions industry, your company had faced much difficulties to survive and could not able to find its play level filed and the business did not turn out to be a profitable venture for the company and management had decided to ceased travel portal business and resumed to its previous activities i.e. share trading and financing, in which the company has good competitive edge and wide experience in comparison with its peer group companies in that field.

Since the company has resumed to finance and share trading activities, the management of the company has been of the view that its main object also should be get altered accordingly and decided to carry out postal ballot to seek members'' approval for the same.

Change in Name:

As the members of the company are already aware, that during the year under consideration your company has changed its main object from Travel portal and solution activity to Finance and share trading activities activity. So keeping legal point in mind and to give a wider meaning and better understanding of the Company''s Business to the stakeholders, the management of the company was of a view that it shall be beneficial and advisable for company to have the name of the company in consolation with its main object and decided to change name of the company from ''Out of City Travel Solutions Ltd'' to ''Tilak Finance Limited'' for which company has carried out postal ballot.

Statutory Disclosures:

As required under the provisions of section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, particulars of employees are set out in the annexure to the Directors'' Report. As per the provisions of Section 219(1)(b)(iv) of the said Act, this report is being sent to all the members excluding the particulars of the employees.

Directors'' Responsibility Statement as required by section 217(2AA) of the Companies Act, 1956 appears in preceding paragraph.

Certificate from auditors of the Company regarding compliance of conditions of corporate governance is annexed to this report.

A Cash Flow Statement for F.Y 2013-2014 is attached to the Balance Sheet.

Directors Response to Remarks in Auditor''s Report

"The Company did not have an internal audit system during the year" In the opinion of the Management, there are adequate internal control system and procedures commensurate with the size of the Company and nature of its business. The Company is in the process of appointing Internal Auditors.

Conservation of Energy and Technology Absorption:

The particulars under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and Technology absorption are not applicable.

Foreign Exchange:

There is no inflow and outflow of Foreign Exchange.

Particulars of Employee:

The information required under section 217(2A) of the Companies Act 1956, read with the Companies (particulars of employees) Rules 1975, forms part of this report - Not applicable.

Listing of Shares:

Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing fees for the year 2014 – 2015.

Corporate Governance Compliance:

As required under the listing agreement with the stock exchange, corporate governance and management discussion and analysis report form part of this Annual Report.

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification:

The Chief Executive Officer and Chief Financial Officer Certification as required under Clause 49 of the Listing Agreements and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report.

Green Initiative in Corporate Governance:

The ministry of corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken ''Green initiative in corporate Governance'' and allowed companies to share documents with its shareholders through an electronic mode.

Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialized form with their respective depository participants and in respect of shares held in physical form with Companies RTA.

Companies Act, 2013:

The Companies Act, 2013 was notified in the Official gazette of the Government of India on August, 29, 2013. On September 12, 2013 Ministry of Corporate Affairs (MCA) notified 98 sections and on March 27, 2014 the MCA notified another 198 sections which were deemed to come into force on 1st April, 2014.

The MCA wide circular No. 08/2014 dated April 4, 2014 clarified that the financial statements and the documents required to be attached, thereto, the auditors'' and directors'' report in respect of the financial year under reference shall continue to be governed by the relevant provisions of the Companies Act, 1956, schedules and rules made there under.

The Company has accordingly prepared the balance sheet, profit & Loss a/c, the schedules and notes thereto and the Director''s report in accordance with the relevant provisions of the Companies Act, 1956, schedules and rules made there under.

The Company has to take cognizance of the new legislation and shall comply with the provisions of the Companies Act, 2013 as applicable.

Acknowledgement:

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, suppliers and employees of Companies for extending support during the year.

FOR & ON BEHALF OF THE BOARD

Place: Mumbai Sd/- Sd/-

Dated: 27/08/2014 Girraj Kishor Agrawal Madhu Goel

(Managing Director) (Director)

---

Mar 31, 2013

To The Members

The Directors present their 32nd Annual Report with Audited Statement of Accounts for the year ended on March 31, 2013.

Financial Results (Amt. In Lacs)

Particulars Year Ended 31/03/2013 Year Ended 31/03/2012

Income 248.74 1297.43

Profit before Dep. & Int. 10.98 1.70

Depreciation 17.62 82.63

Interest 0.02 0.00

Profit after Depreciation & Interest (6.66) (80.93)

Provision for Taxation 1.39 0.00

Provison for Tax (deferred) (2.68) 0.00

Profit after Tax (5.37) (80.93)

Net profit/ (Loss) (5.37) (80.93)

Amount Available for Appropriation (5.37) (80.93)

Balance carried to Balance Sheet (5.37) (80.93)

FINANCIAL HIGHLIGHTS

During the year Company''s total revenue including other income is Rs 248.74 lacs as compared to Rs.1297.43 lacs in the previous year and thereby registering a decrease of 80.83 % as compared to the previous year. The total expenditure during the year under review was Rs.255.40 lacs against Rs.1378.36 lacs in the previous year registering an decrease of 81.47% as compared to the previous year. The Net Profit / (Loss) after tax was Rs. (06.66) lacs against Rs. (80.93) lacs in the previous year, registering an decrease in loss of 91.77% as compared to the previous year.

DIVIDEND

Since the Company has Incurred Losses hence no dividend is declared.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. Praveen Vidyashankar Vasishth retire by rotation at the ensuing Annual General Meeting, and being eligible offers himself for reappointment.

DEPOSITS

During the year your company has not accepted any deposits within the meaning of Section 58A of The Companies Act, 1956.

FOREIGN EXCHANGE

There is no inflow and outflow of Foreign Exchange.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

b) That they have, in the selection of the accounting policies, consulted the statutory auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period.

c) They have taken proper and sufficient care to the best of their knowledge and ability 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.

d) That the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

AUDITORS

M/s. Pravin Chandak & Associates, Chartered Accountants statutory auditors of the Company retire at the forthcoming Annual General Meting and, being eligible, offer themselves for re-appointment. The Company has received a certificates from them under Section 224(1-B) & 226(3) of the Companies Act, 1956.

AUDITORS REPORT

Observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

CHANGE OF REGISTERED OFFICE

The Board of Directors has approved shifting of registered office of the company within the local limit of same city from Goregoan (west) to Andheri (west).

PREFERENTIAL ISSUES

During the year company has alloted 62,80,000 equity shares of Re.1/- each at a premium of Rs.22/- on preferential basis to non promoters on 18/10/2012.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and Technology absorption is not applicable.

PARTICULARS OF EMPLOYEE

The information required under section 217(2A) of the Companies Act 1956, read with the Companies (particulars of employees) Rules 1975, forms part of this report - Not applicable.

LISTING OF SHARES

Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing fees for the year 2013 - 2014.

GREEN INITIATIVE IN CORPORATE GOVERNANCE''

The ministry of corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29,2011 respectively), has undertaken ''Green initiative in corporate Governance'' and allowed companies to share documents with its shareholders through an electronic mode. Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialised form with their respective depository participants and in respect of shares held in physical form with RTA of the Company.

CORPORATE GOVERNANCE COMPLIANCE

As required under the listing agreement with the stock exchange, corporate governance and management discussion and analysis report form part of this Annual Report.

ACKNOWLEDGEMENT

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, suppliers and employees of Companies for extending support during the year.

REGISTERED OFFICE BY ORDER OF THE BOARD

E/109, Crystal Plaza, New Link

Road, Opp. Infinity Mall, Sd/-

Andheri (West), Mumbai: 400053. Girraj Kishor Agrawal

Dated: 28/08/2013 (Chairman)

---

Mar 31, 2011

The Members

The Directors present their 30th Annual Report with Audited Statement of Accounts for the year ended on March 31, 2011.

Financial Results (Amt. In Lacs)

Particulars Year Ended 31/03/2011 Year Ended 31/03/2010

Income 790.25 245.56

Profit before Dep. & Int. 37.60 170.84

Depreciation 17.52 3.82

Interest 0.00 0.00

Profit after Depreciation & Interest 20.07 167.02

Provision for Taxation 3.72 47.07

Provison for Tax (deferred) 8.61 8.83

Profit after Tax 7.74 111.12

Net profit/ (Loss) 7.74 111.12

Amount Available for Appropriation 7.74 111.12

Balance carried to Balance Sheet 7.74 111.12

FINANCIAL HIGHLIGHTS

During the year Company's total sales including other income is Rs 790.25 lacs as compared to Rs. 245.56 lacs in the previous year and thereby registering an increase of 222% as compared to the previous year.

DIVIDEND

Your Directors decided to plough back the profit and therefore dividend is not declared.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. Girraj Kishor Agrawal retire by rotation at the ensuing Annual General Meeting, and being eleigible offers himself for reappointment.

During the financial year 2010-11, the Board of Directors appointed Mr. Tushar Rane as an Additional Director with effect from 11 November, 2010. Your Directors recommend the appointment of Mr. Tushar Rane as a Director of your Company at the forthcoming Annual General Meeting.

The Board of Directors also appointed Mr. Pravin Vasishth as an Additional Director with effect from 15 July, 2011. Your Directors recommend the appointment of Mr. Pravin Vasishth as a Director of your Company at the forthcoming Annual General Meeting.

DEPOSITS

Your company has not accepted any deposits within the meaning of Section 58 A of The Companies Act, 1956.

FOREIGN EXCHANGE

There is no inflow and outflow of Foreign Exchange.

DIRECTORS' RESPONSIBILITY STATEMENT

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

That in the preparation of the accounts for the financial year ended 31st March 2011 the applicable accounting standards have been followed, along with proper explanation relating to all material departures.

That they have, in the selection of the accounting policies, consulted the statutory auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period.

They have taken proper and sufficient care to the best of their knowledge and ability 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.

That the Directors have prepared the accounts for the financial year ended 31st March 2011 on a going concern basis.

AUDITORS

M/S. PRAVIN CHANDAK & ASSOCIATES, Chartered Accountants statutory auditors of the Company retire at the forthcoming Annual General Meting and, being eligible, offer themselves for re-appointment. The Company has received a certificates from them under Section 224(1-B) & 226(3) of the Companies Act, 1956.

AUDITORS REPORT

Observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and Technology absorption is not applicable

PARTICULARS OF EMPLOYEE

The information required under section 217(2A) of the Companies Act 1956, read with the Companies (particulars of employees) Rules 1975, forms part of this report - Not applicable.

LISTING OF SHARES

Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing fees for the year 2010 - 2011.

BONUS SHARES

Evaluating the good business done by the Company and in order to create long term value for its investors, reward to the public shareholders, the Board of Directors of the Company has approved and recommends, issue and allotment of Bonus shares by capitalization of Reserves and Surplus of the Company.

PREFERENTIAL ALLOTMENT

During the year Company has issued 1,09,95,000 equity shares at Rs of Rs.10/- each at premium of Rs 5/- on preferential basis to promoters and non promoters.

POSTAL BALLOT

Postal ballot was conducted by the company for the alteration in Objects Clause of Memorandum of Association.

GREEN INITIATIVE IN CORPORATE GOVERNANCE'

The ministry of corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29,2011 respectively), has undertaken 'Green initiative in corporate Governance' and allowed companies to share documents with its shareholders through an electronic mode. Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialised form with their respective depository participants and in respect of shares held in physical form with TSRDL.

CORPORATE GOVERNANCE COMPLIANCE

As required under the listing agreement with the stock exchange, corporate governance and management discussion and analysis report form part of this Annual Report.

ACKNOWLEDGEMENT

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, sup-pliers and employees of Companies for extending support during the year.

FOR & ON BEHALF OF THE BOARD

Sd/-

Girraj Kishor Agrawal

PLACE : MUMBAI Chairman

DATED : 15/07/2011

---

Mar 31, 2010

The Directors are pleased to present the 29th Annual Report together with the Audited Accounts for the financial year ended 31st March, 2010.

1. Financial Results

(Rs. In Lacs) Particulars Year ended Year ended

31/03/2010 31/03/2009

Income 245.56 67.74

Profit before Dep. & Int. 163.20 (1.64)

Depreciation 3.82 0

Interest 0 0

Profit after Depreciation & interest 167.02 (1.64)

Provision for Taxation 55.90 0

Profit after Tax 111.12 (1.64)

Balance brought forward (3.49) (1.85)

Balance carried to Balance Sheet 107.63 (3.49)

2. FINANCIAL HIGHLIGHTS

During the year Companys income is Rs. 245.56 Lacs as compared to Rs 67.74 lacs in the previous year.

3. DIVIDEND

Your Directors have decided to plough back the profits and therefore no Dividend is declared.

4. DEPOSITS

Your company has not accepted any deposits within the meaning of Section 58 A of The Companies Act, 1956.

5. PARTICULARS OF EMPLOYEE

During the year under review, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under section 217(2A) of the Companies Act 1956, read with the Companies (particulars of employees) Rules 1975. Thus furnishing of particulars under the Companies (particulars of employees) Rules 1975 are not applicable.

6. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Smt. Tanu Agrawal, & Shri Satish Singasane retire by rotation at the ensuing Annual General Meeting, and being eligible offers themselves for re-appointment.

7. DIRECTORS RESPONSIBILITY STATEMENT

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

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

(ii) That they have, in the selection of the accounting policies, consulted the statutory auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period.

(iii) They have taken proper and sufficient care to the best of their knowledge and ability 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.

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

8. AUDITORS

M/s. R. Soni & Co., Chartered Accountants the Auditor of the company who were appointed in the previous Extra Ordinary General Meeting retire at the conclusion of this ensuing Annual General Meeting and M/s. Pravin Chandak & Associates appointed as auditors of the company.

9. AUDITORS REPORT

Observations made in the Auditors’ Report are self-explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

10. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and technology absorption are not applicable.

11. FOREIGN EXCHANGE EARNINGS / OUTGO

During the year, under review there has been no foreign exchnage outflow.

12. LISTING OF SHARES

Equity shares of your Company are listed on Mumbai Stock Exchange only and the Company has paid the necessary Listing fees for the year 2009 - 2010 in time.

13. CORPORATE GOVERNANCE COMPLIANCE

As required under the listing agreement with the stock exchange, corporate governance and management discussion and analysis report form part of this Annual Report.

14. ACKNOWLEDGEMENTS

The Board of Directors wishes to express sincere thanks to Bankers, shareholders, clients, Financial Institutions, customers, suppliers and employees of Companies for extending support during the year.

BY ORDER OF THE BOARD OF DIRECTORS

Registered Office :

E-109, Crystal Plaza, Girraj Kishore Agrawal

New Link Road, Andheri (W), Chairman

Mumbai - 400 053

Place : MUMBAI

Date: 15th June, 2010

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Mar 31, 2009

The Directors take pleasure in presenting the Annual Report on the Business operations of the Company along with their Statement of Audited Accounts for the year ended 31st March, 2009.

1 FINANCIAL RESULTS:

(Rs. in Lacs)

(Particulars

2008-2009 2007-2008

Income 67.74 28.38

Less:Expenses 69.39 22.69

Net Profit / (Loss) before tax (1.65) 5.69

Less: Provision for Taxation -- 1.80

Net Profit / (Loss) for the year (1.65) 3.89

Balance Brought Forward (1.84) (5.73)

Balance Carried to Balance Sheet (3.49) (1.84)

2. OPERATIONS:

During the year under review, the Company earned Income of Rs. 67.74 lacs from its Investments Activities. However due to volatility in the capital market prevailed during the year, due to recessionary trend witnessed by the economy on account of global finance turmoil, your Company suffered loss of Rs. 1.65 lacs.

3. DIVIDEND:

In view of the losses, your Directors do not recommend payment of dividend for the financial year ended 31st March 2009.

4 DIRECTORS:

During the year under review, Mr. Rajendra Kumar Saraf and Mr. Satish Singasane were appointed as Additional Directors with effect from 5,th March, 2009 and 1st October, 2008 respectively. Their term as Additional

Director expires at the ensuing Annual General Meeting of the Company and they being eligible have offered themselves for appointment.

The Board recommends their appointment as Director of the Company. Necessary resolutions for their reappointment as director are incorporated in the Notice of the Annual General Meeting for the approval of the members.

Mrs. Rekha Saraf, Director passed away on 5th March, 2009. The Board places on record the appreciation for the services rendered by Mrs. Rekha Saraf during her tenure as Director of the Company.

5. DIRECTORS RESPONSIBILITY STATEMENT:

As required by the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- That in the preparation of the annual accounts, the applicable standards have been followed along with proper explanations relating to material departures.

- That such accounting policies have been selected 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 31st March, 2009 and of the loss of the Company for the year ended 31st March, 2009

- That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities.

- That the Annual Accounts have been prepared on a going concern basis.

6. AUDITORS:

M/s. Phirodia Bafna & Associates., Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from the retiring Statutory Auditors to the effect that their appointment, if

12. ACKNOWLEDGEMENT:

We take the opportunity to express our deep sense of gratitude to the Companys Bankers and local authorities. We also express our gratitude to the Shareholders for reposing their confidence and faith in the Company.

FOR AND ON BEHALF OF THE BOARD

Sd/- Sd/-

DATE: 30th June, 2009 DIRECTOR DIRECTOR

PLACE: MUMBAI