Directors Report of Wagend Infra Venture Ltd.

Mar 31, 2024

Your Directors, take pleasure in presenting the 42^nd Annual Report and the audited financial
statements of the Company for the year ended 31^st March 2024.

FINANCIAL PERFORMANCE:

The financial performance of the Company for the financial year ended 31^st March, 2024 is
summarized below:

(Rs. in Lakhs)

Particulars	2023-24	2022-23
Revenue from operations	116.28	37.27
Other Income	54.52	39.22
Total	170.80	76.49
Profit / (Loss) before Depreciation and Tax	0.89	3.80
Less: Depreciation	0.77	-
Less: Exceptional Item	-	-
Profit / (Loss) Before Tax	0.11	3.80
Less: Provision for Tax	0.20	0.24
Less: Provision for Deferred Tax	0.46	0.12
Profit / (Loss) After Tax	(0.56)	3.44

BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR:

During the year your Company has earned total income of Rs. 170.80 lakhs as against total income
of Rs.76.79. during corresponding previous year and has earned net loss of Rs (0.56) lakhs against
net profit of Rs.3.44 lakhs in corresponding previous year.

There was no change in nature of the business of the Company

DIVIDEND:

In order to conserve the reserves to meet the needs of business operation, the Board of Directors
has decided not to recommend any dividend for the financial year.

TRANSFER TO RESERVES:

During the financial year the Company has transferred Rs (0.56) Lakhs to the General Reserves
maintained by the Company.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:

No other material changes and commitment were made between the end of financial year and
the date of report, which could affect the financial position of the Company.

SHARE CAPITAL:

During the year under review, there were no changes in the capital structure of the Company.
Accordingly, The Authorised Share Capital of the Company as on March 31, 2024 was Rs.
10,00,00,000 divided into 5,00,00,000 Equity Shares of Rs. 2/- each and the paid-up Equity Share
Capital as at March 31, 2024 stood at Rs.9,42,50,000 comprising of 4,71,25,000 Equity Shares of
Rs.2/- each.

During the year under review, the Company has not issued shares with differential voting rights
nor has granted any stock options or sweat equity.

SUBSIDIARY COMPANY, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on 31^st March, 2024 the Company does not have any Subsidiary Company, Joint Venture or
Associate Company.

DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES ACT, 2013:

Your Company has not accepted any fixed deposits from the public under Chapter V (Acceptance
of Deposits by Companies) of the Companies Act, 2013 and is therefore not required to furnish
information in respect of outstanding deposits under and Companies (Acceptance of Deposits)
Rules, 2014.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st
March, 2024 is available on the Company’s website at the link www.wagendinfra.in.

BOARD OF DIRECTORS

COMPOSITION:

The Board comprises of 5 (Five) Directors, of which 2 (Two) are Independent Directors.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to Section 152(6) of the Companies Act, 2013, and provisions of Articles of Association
of the Company, Mr. Bahubali Jain (DIN: 06743099) retires by rotation and being eligible, offer
himself for reappointment. Your Director’s recommend the same at the ensuing Annual General
Meeting.

During the year, following persons have been appointed by the Board of the Company:

1) Mr. Yash Surjan (DIN: 10426017) has been appointed as an Additional Independent
Director of the Company for a period of 5 consecutive years w.e.f. 22^nd January, 2024,
subject to approval by the Members of the Company;

2) Mrs. Sushama Yadav (DIN: 07910845) has been appointed as an Additional Independent
Director of the Company for a period of 5 consecutive years w.e.f. 22^nd January, 2024,
subject to approval by the Members of the Company;

3) Mr. Munnalal Jain (DIN: 10478345) has been appointed as a Managing Director of the
Company for a period of 5 consecutive years w.e.f. 07^th March, 2024, subject to approval of
Members of the Company; During the year, following persons has given resignation from
the Company:

1) Mr. Sanjay Kumar Minda (DIN: 00034029), Director of the Company has given resignation
w.e.f. 29^th June, 2023;

2) Mr. Prabhakar Belnekar (DIN: 06386764), Director of the Company has given resignation
w.e.f. 14^th February, 2024

3) Ms. Priyanka Jain (DIN: 03555547), Director of the Company has given resignation w.e.f.
14^th February, 2024

The newly constituted Board has also appointed Mrs. Khadija Zulfequar Lokhandwala as
Company Secretary and Compliance Officer w.e.f. 28^th June, 2024 as Key Managerial Personnel.

Also, Ms. Kavita Ashok Jain (DIN: 10751214) has been appointed as Additional Independent
Director of the Company for a period of 5 consecutive years w.e.f. 05^th September, 2024, subject
to the approval by the Members of the Company;

INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors under Section 149(7)
of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed
thereunder. The Independent Directors have complied with the Code for Independent Directors
prescribed under Schedule IV to the Companies Act, 2013. Further, the familiarization program
for Independent Directors is also available on website of the Company.

The performance evaluation of the Independent Directors was completed. The performance
evaluation of the Chairman and Non-Independent Director was also carried out by the
Independent Directors.

The Board of Directors expressed their satisfaction with the evaluation process.

MEETING OF INDEPENDENT DIRECTORS

A meeting of the Independent Directors was held on March 21, 2024 pursuant to Section 149(8)
read with Schedule V to the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

STATEMENT OF COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Director’s confirm that the Company has complied with applicable secretarial standards.
NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met at regular intervals during the year to discuss on the
past and prospective business of the Company. The Board met 5 (Five) times during the financial
years on 30th May, 2023; 14th August, 2023; 09th November, 2023; 22nd January, 2024; March
07, 2024. Additionally, several committees’ meetings were held including Audit Committee,
which met 4 (four) times during the year.

The names of the Directors and their attendance at Board Meeting / Committee meeting during
the year are set out in detail in the Corporate Governance Report, which forms part of the Annual
Report.

POLICY OF DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Company strives to maintain an appropriate combination of executive, non-executive and
Independent Directors. In terms of provisions of Section 178 of the Companies Act, 2013 the
Nomination and Remuneration Committee constituted is interalia consider and recommends the
Board on appointment and remuneration of Director and Key Managerial Personnel and the
Company''s Nomination and Remuneration Policy is attached as Annexure - A.

FORMAL ANNUAL EVALUATION OF BOARD, COMMITTEE AND INDIVIDUAL DIRECTORS:

The Company with the approval of its Nomination and Remuneration Committee has put in place
an evaluation framework for formal evaluation of performance of the Board, its Committees and
the individual Directors. The evaluation was done through questionnaires, receipt of regular
inputs and information, functioning, performance and structure of Board Committees, ethics and
values, skill set, knowledge and expertise of Directors, leadership etc. The evaluation criteria for
the Director’s was based on their participation, contribution and offering guidance to and
understanding of the areas which are relevant to them in their capacity as members of the Board.

STATUTORY AUDITOR AND AUDIT REPORT:

There is no audit qualification or observation on the financial statements of Company, by the
statutory auditors for the year under review. M/s. Singhvi & Sancheti, Chartered Accountants,
(Firm Registration No. 110286W) the Statutory Auditors of the Company, were appointed at 38^th
Annual General Meeting until the conclusion of 43^rd Annual General Meeting of Company in terms
of the provisions of Section 139 of the Companies Act, 2013.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act, 2013, the Company has appointed M/s Jain Rahul
& Associates, Practicing Company Secretaries as its Secretarial Auditors to conduct the Secretarial
Audit of the Company for the Financial Year 2023 - 24. The Company has provided all the
assistance and facilities to the Secretarial Auditor for conducting their audit. The report of
Secretarial Auditor for the FY 2023-24 is annexed to this report as Annexure - B.

There is no audit qualification or observation on the financial statements of Company, by the
statutory auditors for the year under review.

COST RECORD:

The provision of cost audit as per section 148 doesn’t applicable on the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS:

The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate as per the nature of the business, the size of its
operation. The Company has an in-house Internal Audit (“IA”) department that functionally
reports to the Chairman of the Audit Committee, thereby maintaining its objectivity. Remediation
of deficiencies by the IA department has resulted in a robust framework for internal controls.

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

REPORTING OF FRAUDS:

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

DIRECTORS'' RESPONSIBILITY STATEMENT:

Your Directors in terms of Section 134(5) of the Company’s Act, 2013 confirm that:

a) All applicable Accounting Standards have been followed in the preparations of the annual
accounts with proper explanation relating to material departures;

b) they have selected such Accounting Policies and applied them consistently, made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the
statement of affairs of the Company as of 31.03.2024 and of the loss of the Company for that
period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records
in accordance with the provision of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

d) The Annual Accounts have been prepared on a going concern basis as stated in the notes on
accounts;

e) The Company follows stringent internal financial controls and that such internal controls are
adequate and are operating adequately;

f) There is proper system devised to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

DISCLOSURES AS PER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 FOR
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:

Considering the nature of the Business of your Company there are no particulars, which are
required to be furnished in this report pertaining to conservation of energy and technology
absorption.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year the Foreign Exchange earnings and outgo of the Company are amounted to Rs.
Nil.

AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of
the Companies Act, 2013. The composition of the Audit Committee is in conformity with the
provisions of the said section and Regulation 18 of the SEBI (LODR) Regulations, 2015. The
Composition and the functions of the Audit Committee of the Board of Directors of the Company
are disclosed in the Report on Corporate Governance, which is forming a part of this report.

The Committee was reconstituted on January 22^nd 2024 as mentioned below:

Sr. No	Name	DIN	Chairperson/Member
1.	Yash Surjan	10426017	Chairperson
2.	Sushma Yadav	07910845	Member
3.	Munnalal Jain	10478345	Member

During the year under review, the Board of Directors of the Company had accepted all the
recommendations of the Committee.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (NRC) of Directors was constituted by the Board
of the Company in accordance with the requirements of Section 178 of the Companies Act, 2013
and Regulation 19 of the SEBI (LODR) Regulations, 2015.

The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.
This policy also lays down criteria for selection and appointment of Board Members. The
Nomination and Remuneration Policy of the Company is attached herewith.

The Committee was reconstituted on January 22^nd 2024 as mentioned below:

Sr. No	Name	DIN	Chairperson/Member
1.	Yash Surjan	10426017	Chairperson
2.	Sushma Yadav	07910845	Member

3.

Bahubali Jain

06743099

Member

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to Section 178 of the Companies Act, 2013 and the Regulation 20 of the SEBI (LODR)
Regulations, 2015, the Board of Directors of the Company has constituted the Stakeholders
Relationship Committee.

The Composition and the functions of the Stakeholders Relationship Committee of the Board of
Directors of the Company are disclosed in the Report on Corporate Governance, which is forming
a part of this report.

The Committee was reconstituted on January 22^nd 2024 as mentioned below:

Sr. No	Name	DIN	Chairperson/Member
1.	Yash Surjan	10426017	Chairperson
2.	Sushma Yadav	07910845	Member
3.	Bahubali Jain	06743099	Member

VIGIL MECHANISM:

The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowers can
raise and report genuine concerns relating to reportable matters such as breach of code of
conduct, fraud, employee misconduct, misappropriation of funds, health and safety matters etc.
the mechanism provides for adequate safeguards against victimization of Whistle Blower who
avail of such mechanism and provides for direct access to the chairman of the Audit Committee.
The functioning of the Whistle Blower policy is being reviewed by the Audit Committee from time
to time. None of the Whistle Blower has been denied access to the Audit Committee of the Board.
During the year no such instance took place.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company does not meet any of the criteria laid down in Section 135 of Companies Act, 2013
and therefore is not required to comply with the requirements mentioned therein.

RISK MANAGEMENT:

The Board of Directors is overall responsible for identifying, evaluating, mitigating and managing
all significant kinds of risks faced by the Company. The Board approved Risk Management policy,
which acts as an overarching statement of intent and establishes the guiding principles by which
key risks are managed in the Company. The Board itself monitors and reviews the risks which
have potential bearing on the performance of the Company and in the opinion of the Board there
is no risk faced by the Company which threatens its existence.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with the Rule 5(2)
of the Companies (Appointment and Remuneration) Rules, 2014, as amended from time to time,
the Company is required to disclose the ratio of the remuneration of each director to the median
employee’s remuneration and such other details are given as Annexure - C.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

In terms of the provisions of regulation 15 (2) of Securities and Exchange Board of India (Listing
Obligation and Disclosure Requirements) Regulation, 2015 the compliance with Corporate
Governance provisions as specified is not applicable during the year 2023-24 as the Company''s
Paid up Equity Share Capital is not exceeding Rs.10 Crores and net worth is not exceeding Rs.25
Crores as on 31st March 2024.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF ACT:

Details of the loans made by the Company to other body corporate or entities are given in notes
to financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year there are no such details which are required to be disclosed in terms of provisions
of Section 188(1) of the Companies Act, 2013, accordingly the requirement to disclose in Form
AOC - 2 is not required.

MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS:

No material orders were passed by any Judicial Bodies or Regulator against the Company.

IBC CODE & ONE TIME SETTLEMENT:

There is no proceeding pending against the company under the Insolvency and Bankruptcy code,
2016 (IBC Code). There has not been any instance of one-time settlement of the company with
any bank or financial institution.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDREMSSAL) ACT, 2013:

The Company believes in creating an environment for its employees, which is free from
discrimination. The Company culture embraces treating everyone with dignity and respect and
believes in equality irrespective of the gender of an employee. The Company is committed to take
progressive measures to increase representation of women particularly at leadership level.
During the year there are no such complaints and therefore not required to be reported.

ACKNOWLEDGEMENTS:

The Directors thank the Company’s customers, vendors, investors, business associates and
bankers for the support to the Company has also thank the Government, Statutory and
Regulatory authorities. The Directors also appreciate and value the contributions made by every
employee of the Company.

For and on behalf of the Board
Sd/-

Munnalal Jain

Place: Mumbai Managing Director

Date: : September 05, 2024

---

Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the 32nd Annual Report and the audited accounts of the Company for the year ended 31st March 2014.

FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended 31 March, 2014 is summarized below:

(Rs. in Lacs)

Particulars 2013 - 14 2012 - 13

Sales and other Income 211.22 1289.67

Profit before Depreciation and Tax 96.11 88.54

Depreciation 3.02 3.62

Profit Before Tax 93.10 84.92

Provision for Tax 28.33 26.62

Provision for Deferred Tax (0.33) (0.41)

Prior Year Tax Adjustment 0.00 0.00

Profit After Tax 65.10 58.72

Add: Profit brought forward from previous year 278.68 219.96

Balance Carried to Balance Sheet 343.77 278.68

RESULTS OF OPERATIONS

During the financial year your company''s revenue was Rs.211.22 Lacs as compare to Rs.1289.67 Lacs in the corresponding previous financial year and your Company has recorded a rise in the net profit which is Rs.65.10 Lacs as compared to Rs.58.72 Lacs in the corresponding previous year.

DIVIDEND

In order to conserve the reserves to meet the needs of increased operation, the Board of Directors has decided not to declare dividend for the financial year.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non-Banking Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

BOARD OF DIRECTORS

The Board comprises of 5 (Five) Directors, of which three are Independent Directors.

In accordance with the requirements of the Companies Act, 1956, and provisions of Articles of Association of the Company, Mr. Sanjay Minda retire by rotation and being eligible, offer himself for reappointment.

During the year Mr. Manoj B. Modi joind the Board of the Company and Mr. Vinod Jain has resigned from the post of the Director w.e.f. 23rd December, 2013.

In terms of the provisions of Section 149, 152 read with Schedule IV and other applicable provisions, if any of the Companies Act, 2013 read with Companies (Appointment and Qualification of Director) Rules, 2014, the Independent Directors can hold office for a term upto five (5) consecutive years as Directors of your company and will not be liable to retire by rotation. Accordingly, it is proposed to appoint Mr. Manojbhai B. Modi, Mr. Pramod Bhelose and Mr. Shreyans Jain as Independent Directors of the Company to hold the office for a term of 5 (five) consecutive years upto 31st March, 2019.

The brief resume of the aforesaid Directors and other information have been given in the notice of the Annual General Meeting.

CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance as stipulated under clause 49 of the Equity Listing Agreement of BSE Limited and accordingly, the Report on Corporate Governance forms part of the Annual Report.

The requisite Certificate from the Statutory Auditors of Company M/s. Gupta Saharia & Co., regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of Equity Listing Agreement is annexed to this Report.

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:

1. That in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

4. That the Directors had prepared the annual accounts for the year under review, on a ''going concern'' basis.

AUDITORS

M/s. Gupta Saharia & Co., Chartered Accountants, the Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, and pursuant to the recommendation of the audit committee of the Board of Directors of the Company M/s. Gupta Saharia & Co., Chartered Accountants (Firm Reg. no. 103446W), are being appointed as statutory auditors as per the resolution forming part of notice of the Annual General Meeting.

Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION:

Considering the nature of the Business of your Company there are no particulars which are required to be furnished in this report pertaining to conservation of energy and technology absorption.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year the Foreign Exchange earnings and outgo of the Company are amounted to Rs. Nil.

PARTICULARS OF EMPLOYEES

There are no employees whose details are required to be given in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 (the Act), read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS

The Directors thank the Company''s customers, vendors, investors, business associates and bankers for the support to the Company as also thank the Government, Statutory and Regu- latory authorities. The Directors also appreciate and value the contributions made by every employee of the Company.

For and on behalf of the Company

Sd/- Place: Mumbai Sanjay Minda Date: 28th May, 2014 Chairman

---

Mar 31, 2012

The Directors take pleasure in presenting the 30th Annual Report and the audited accounts of the Company for the year ended 31st March 2012.

FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended 31st March 2012 is summarized below:

(Rs. in Lacs)

Particulars 2011-12 2010-11

Sales and other Income 2634.52 856.21

Profit before Depreciation and Tax 148.10 62.71

Depreciation 0.00 0.25

Profit Before Tax 148.10 62.46

Provision for Tax 48.05 17.02

Provision for Deferred Tax 0.00 (0.20)

Prior Year Tax Adjustment 0.00 (0.96)

Profit After Tax 100.05 46.60

Add: Profit brought forward from previous year 119.91 73.31

Balance Carried to Balance Sheet 219.96 119.91

RESULTS OF OPERATIONS

The year under review has witnessed an encouraging performance. With the new management taking over the company, your Company has achieved revenue of Rs.2634.52 Lacs as compare to Rs.856.21 Lacs in the corresponding previous financial year and your Company has recorded net profit of Rs.100.05 Lacs as compared to Rs.46.60 Lacs in the corresponding previous year.

DIVIDEND

In order to conserve the reserves to meet the needs of increased operation of the Company, the Board of Directors has decided not to declare dividend for the financial year.

CHANGE OF NAME OF COMPANY

Pursuant to approval of Shareholders at Extra Ordinary General Meeting held on 28th May, 2012 and approval of Registrar of Companies, Maharashtra, the name of the changed to 'Wagend Infra Venture Limited".

CHANGES IN THE CAPITAL STRUCTURE

Issue of Convertible Warrants:

During the financial year the Board of Directors at its meeting held on 28th May, 2011 has issued and allotted to Promoters 12,50,000 convertible warrants at Rs.12 each convertible into equal number of equity shares of Rs.10 each were issued pursuant to shareholders approval at Extra Ordinary General Meeting held on 16th May 2011.

Allotment of Equity Shares:

During the year your Company has received application for conversion of 4,29,000 Warrants from Promoters and consequently on 13 th October, 2011 the Company has allotted 4,29,000 Equity Shares of Rs.10 each at Premium of Rs.2 per Share.

Consequent to the allotment of 4,29,000 Equity Shares paid-up Capital of the Company is increased to Rs.8,60,40,000 divided into 86,04,000 Equity Shares of Rs.10 each.

Sub-Division of Face Value:

Pursuant to shareholders approval at Extra Ordinary General Meeting held on 28th May, 2012, the face value of Equity Shares is sub-divided from one equity share of Rs.10 each to five equity share of Rs.2 each.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non-Banking Financial Companies (Reserve bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

BOARD OF DIRECTORS

i). Composition of Board of Directors:

The Board comprises of five Directors, of which three are Independent Directors. Mr. Pratik Jain is Managing Director of the Company.

ii). Retirement by Rotation:

In accordance with the requirements of the Companies Act, 1956, and provisions of Articles of Association of the Company, Mr. Pramod Bhelose retire by rotation and being eligible, offer himself for reappointment.

ii). Changes during the year:

During the year Mrs. Geeta Kabra resigned as Director of the Company with effect from 14th April 2011, further Mr. Vinod Jain was appointed as Additional Director on the Board of Company with effect from 3rd May, 2011. At 29th Annual General Meeting held on 15th June 2011 the Shareholders have confirmed the appointment of Mr. Sanjay Minda, Mr. Pramod Bhelose, Mr. Shreyans Jain and Mr. Vinod Jain as Director liable to retire by rotation, who were earlier appointed as Additional Directors.

CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance as stipulated under clause 49 of the Equity Listing Agreement of BSE Limited and accordingly, the Report on Corporate Governance forms part of the Annual Report.

The requisite Certificate from the Statutory Auditors of Company M/s. Gupta Saharia & Co., regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of Equity Listing Agreement is annexed to this Report.

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:

1. That in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

4. That the Directors had prepared the annual accounts for the year under review, on a 'going concern' basis.

AUDITORS

M/s. Gupta Saharia & Co., Chartered Accountants, the Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION:

Considering the nature of the Business of your Company there are no particulars which are required to be furnished in this report relating to conservation of energy and technology absorption.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earnings and outgo of the Company during the year under review amounted to Rs. Nil.

PARTICULARS OF EMPLOYEES

There are no employees whose details are required to be given in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 (the Act), read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS

The Directors thank the Company's customers, vendors, investors, business associates and bankers for the support to the Company as also thank the Government, Statutory and Regulatory authorities. The Directors also appreciate and value the contributions made by every employee of the Company.

For and on behalf of the Board of Directors

Sd/-

Place: Mumbai Sanjay Minda

Date: 13.08.2012 Chairman

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Mar 31, 2011

The Directors take pleasure in presenting the 29th Annual Report and the audited accounts of the Company for the year ended 31st March 2011.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2011 is summarised below:

(Rs. in Lacs)

Particulars 2010 - 11 2009 - 10

Sales and Other Income 856.21 45.12

Profit before Depreciation and Tax 62.71 5.28

Depreciation 0.25 0.37

Profit before Tax 62.46 4.91

Provision for Tax 17.02 0.62

Provision for Deferred Tax (0.20) (0.12)

Prior Year Tax Adjustment (0.96) 0.02

Profit After Tax 46.60 4.39

Add: Profit brought forward from previous year 73.31 68.92

Balance Carried to Balance Sheet 119.91 73.31



RESULTS OF OPERATIONS

Total revenue of the Company for the financial year is Rs.8,56,21,436 as compare to Rs.45,11,824 in the corresponding previous year and the Company has achieved a net profit of Rs. 46,59,912 as compared to Rs. 4,38,675 in the corresponding previous year.

DIVIDEND

In order to conserve the reserves to meet the needs of increased operation of the Company, the Board of Directors has decided not to declare dividend for the year.

CHANGES IN THE CAPITAL STRUCTURE

During the year, the Authorised Capital of Company was increased from Rs.1,00,00,000 to Rs.10,00,00,000 divided into 1,00,00,000 Equity Shares of Rs.10 each.

PREFERENTIAL ISSUE:

The Company with a view to raise funds for meeting increased needs of funds to pursue and expand its business activities had issued 77,75,000 Equity Shares of Rs.10/- each to investors. Consequent to the allotment of 77,75,000 Equity Shares in the Preferential Issue as above, the paid-up capital of Company has increased from Rs.40,00,000 to Rs.8,17,50,000 divided into 81,75,000 Equity Shares of Rs.10 each.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non-Banking Financial Companies (Reserve bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

BOARD OF DIRECTORS AND CHANGE IN MANAGEMENT

i). Change in Management and Control:

During the year Mr. Sanjay Kumar Minda acquired management and control of Company from the existing Promoters of the Company and become the Promoter of the Company vide Shareholders resolution passed through Postal Ballot under Section 192A of the Companies Act, 1956 on 8th March 2011.

ii). Composition of Board of Directors:

The Board comprises of five Directors, of which three are Independent Directors. During the year Mr. Pratik Jain is appointed as Managing Director of the Company.

iii). Changes during the year:

During the year Mrs. Namrata Kabra, Mrs. Bhavan Lahoti, Mrs. Geeta Kabra, Mr. Janardhan Vadyarapu and Mr. Narendra Harlalka resigned as Director of the Company. The Board placed on record the valuable contribution made by them during their tenure with the Company.

During the year, Mr. Sanjay Minda, was appointed as an Additional Director and Chairman of the Company with effect from 21st January 2011. The Company has received notice in writing from a member proposing the candidature of Mr. Sanjay Minda for the office of Director.

The Board of Directors had appointed Mr. Pramod Bhelose, Mr. Shreyans Jain and Mr. Vinod Jain as Additional Director on the Board of Company. The Company has received notices in writing from a member proposing the candidature of them for the office of Director.

CORPORATE GOVERNANCE

The Company has adopted to follow the requirements of Corporate Governance as stipulated under clause 49 of the Equity Listing Agreement of Stock Exchange and accordingly, the Report on Corporate Governance forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company M/s. Gupta Saharia & Co., regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 is annexed to this Report.

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:

1. that in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

4. that the Directors had prepared the annual accounts for the year under review, on a ‘going concern’ basis.

AUDITORS

During the year M/s. Sandeep Rathi & Associates, Chartered Accountant, Mumbai resigned and M/s. Gupta Saharia & Co., Chartered Accountants, Mumbai, was appointed by the sharesholders as Statutory Auditors of the Company. M/s. Gupta Saharia & Co., Chartered Accountants, Mumbai, will retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION:

Considering the nature of the Business of your Company there are no particulars which are furnished in this report relating to conservation of energy and technology absorption.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earnings and outgo of the Company for year under review amounted to Rs. Nil.

PARTICULARS OF EMPLOYEES

There are no employees whose details are required to be given information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 (the Act), read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS

The Directors thank the Company’s customers, vendors, investors, business associates and bankers for the support to the Company.

The Directors also thank the Government, Statutory and Regulatory authorities. The Directors appreciate and value the contributions made by every employee of the Company.

For and on behalf of the Board of Directors

Sanjay Minda Chairman

Place: Mumbai Date : 28.05.2011

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Mar 31, 2010

The Directors have pleasure in submitting Twenty Eighth Annual Report of the company and its Audited Accounts for the year ended March 31,2010.

Financial Results

During the financial year ended March 31,2010, the company has earned total income of Rs. 45,11,825/-and net profit of Rs. 4,38,675/- against total income of Rs. 3,25,907/- and net profit of Rs. 2,38,853/- during the previous financial year.

Directors

Smt. Geeta Kabra, Director retires by rotation and being eligible, offers herself for re-appointment.

Directors Responsibility Statement

As required by Section 217(2AA) of the Companies Act, 1956, your Directors State and confirm that:-

I) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure.

ii) That the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31,2010 and of the profit of the company for the year ended on that date.

iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the annual accounts have been prepared on a going concern basis. Fixed Deposit

Your company has not accepted fixed deposits from public and or employees and, as such, no amount of principal or interest was outstanding as on the date of Balance Sheet.

Personnel

There are no employees covered within the ceiling of the remuneration prescribed under Section 217 (2A) of the Companies Act, 1956.

Auditors

M/s. Sandeep Rathi & Associates, Chartered Accountants, Auditors of the company, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Secretarial Compliance Certificate

The Secretarial Compliance Certificate required in terms of Section 383A of the Companies Act, 1956 issued by M/s. Rohit Bajpai & Associates, Company Secretaries, Ahmedabad to the effect that the Company has complied with the applicable provisions of the Act, is attached to this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Considering the nature of business of your company there are no particulars furnished in this report relating to the conservation of energy and technology absorption. There were no Foreign Exchange earnings or outgo during the year.

Acknowledgements

Your Directors greatly appreciate the Co-operation and support extended by the shareholders and the employees of the company at all levels.

By Order of the Board For Agarwal Holdings Limited

Sd/-

Geeta Kabra

Chairperson

Place: Mumbai Date : 30th April 2010