Directors Report of Worth Investment and Trading Company Ltd.

Mar 31, 2025

Your Directors hereby present the 45^th Annual Report together with the audited Financial Statements
of the Company for the financial year ended 31^stMarch, 2025.

FINANCIAL HIGHLIGHTS

The Company''s financial performance for the financial year ended 31^stMarch, 2025 is summarised
below:

Particulars	2024-25	2023-24
Revenue from Operations	512.33	439.99
Other Income	-	-
Total	512.33	439.99
Profit before Finance Cost, Depreciation & Taxation	421.76	347.91
Less: Finance Cost	164.21	100.45
Less: Depreciation	-	-
Profit before Taxation	257.55	247.46
Less: Tax Expenses	67.55	62.36
Profit/(Loss) after Tax	190	185.10
Profit / (Loss) for the year	190	185.10

STATE OF THE COMPANY''S AFFAIRS

Your Company''s income from operations during the year under review is Rs. 512.33 lakhs as
compared to INR Rs. 439.99 Lakhs in the previous year. The total profit during the year under review
is Rs. 190 lakhs as against Profit of Rs. 185.10 Lakhs during the previous year.

Detailed analysis and future outlook of the Company''s business are dealt in the Management
Discussion and Analysis Report.

DIVIDEND

Your directors have not recommended any dividend in the present financial year.

RESERVES AND SURPLUS

Your directors have proposed to transfer Rs. NIL to the Statutory Reserve Fund in the present
financial year as per the guideline prescribed by the Reserve Bank of India, being a Non-Banking
Financial Company.

BUSINESS OPERATIONS & OUTLOOK

The Company being an Finance and Investment Company presently invests to acquire, sell, transfer,
subscribe for, hold and otherwise deal in and invest in any shares, bonds, stocks issued or guaranteed
by any Company and also provide financial assistance by way of private financing to the identified
groups.

The business of the Company largely depends on the consumers spending power.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company during the year.

SHARE CAPITAL OF THE COMPANY

The authorised share capital of your company increased from existing is Rs. 16,60,00,000/- (Rupees
Sixteen Crores Sixty Lakhs Only) divided into 166000000 (Sixteen Crores Sixty Lakh) Equity Shares
of Rs. 1/- (Rupees one Only) each, to Rs. 37,10,00,000/- (Rupees Thirty-Seven Crores Ten Lakhs
Only) divided into 371000000 (Thirty-Seven Crores Ten Lakhs) Equity Shares of Rs. 1/- (Rupees one
Only) vide ordinary resolution passed at the 2nd Extra-ordinary general meeting of the company
held on 31^st, October 2024

The Paid-up Share Capital of the company was also increased from existing
from Rs. 14,82,86,800 (Rupees Fourteen Crore Eighty-Two Lakh Eighty-Six Thousand Eight
Hundred) divided into 14,82,86,800 (Fourteen Crore Eighty-Two Lakh Eighty-Six Thousand Eight
Hundred) equity shares of Re. 1/- each fully paid up to Rs. 37,07,17,000 (Rupees Thirty-Seven Crore
Seven Lakh Seventeen Thousand.)divided into 37,07,17,000(Thirty-Seven Crore Seven Lakh
Seventeen Thousand) equity shares of Rs. 1/- each fully paid up vide ordinary resolution passed at
the 2nd Extra-ordinary general meeting of the company held on 31^st, October 2024

The company sub-divided equity shares from the face value of ^ 10/- per share to ^ 1/- per share
with effect from July 03, 2024

Particulars	Share capital Structure Pre Sub-division			Share capital Structure Post Sub¬ division
	No of Shares	Face value (Rs)	T otal (Rs)	No of Shares	Face value (Rs)	T otal (Rs)
Authorised Share Capital Equity: Preference:	16600000	10	16,60,00,000	166000000	1	16,60,00,000
	0	0	0	0	0	0
Issued, Subscribed and Paid-up Share Capital Equity: Preference:	14828680	10	14,82,86,800	148286800	1	14,82,86,800
	0	0	0	0	0	0

Further company during the year issued bonus shares in ratio of 3:2 on EGM held on 31st October,
2025 & subsequently allotted the bonus shares to its shareholders on November, 18, 2025.

Share capital Structure Pre Bonus Issue

Share capital Structure Post Bonus Issue

148286800

370717000

RISKS AND AREAS OF CONCERN

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend
analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being
carried out to identify, evaluate, manage and monitor both business and non-business risks. The
Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same
through a properly defined framework.

SUBSIDIARIES, IOINT VENTURES AND ASSOCIATE COMPANIES

The company had no subsidiary, joint venture and associate company during the year under review.
EXTRACT OF ANNUAL RETURN

An extract of Annual Return is uploaded on website
DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year there were no changes in Directors and Key Managerial Personnel

(d) Declaration from Independent Directors

The Company has received declaration from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under Section 149(6) of
the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure.

(e) Annual Performance and Board Evaluation

The Board has devised a policy pursuant to the provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, for performance evaluation of
the Chairman, Board and Individual Directors (including Independent Directors) and Committees
which includes criteria for performance evaluation of Non-Executive Directors and Executive
Directors.

The Board has devised questionnaire to evaluate the performances of Board, Board Committees and
individual Directors and Chairperson. The Chairman of respective Board Committees shared the
report on evaluation with the respective committee members. The performance of each Committee
was evaluated by the Board, based on report on evaluation received from respective Board
Committees. The reports on performance evaluation of the individual Directors were reviewed by
the Chairman of the Board.

The evaluation framework for assessing the performance of Directors comprises of the following key
areas:

i. Attendance at Board Meetings and Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

v. The details of the programmes for familiarization of Independent Directors with the Company,
their roles, rights, responsibilities in the Company, nature of the industry in which the Company
operates, business model of the Company and related matters are put up on the website of the
Company.

(f) Key Managerial Personnel (KMP)

The Key Managerial Personnel of the Company are as follows:

Nimit Rajesh Ghatalia	C.E.O
Bina Rajesh Ghatalia	C.F.O
Himani Gupta	Company Secretary

MANAGERIAL REMUNERATION AND OTHER DETAILS

The Company earned minimal profit during the year so the Company has not provided any
Managerial Remuneration to the Directors.

AUDIT COMMITTEE AND ITS COMPOSITION

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors
with respect to auditing and accounting matters. It also overviews the Company''s internal control
and financial reporting process.

As on 31^st March, 2025, the Audit Committee comprised of the following directors:

Name	Designation
Lalit Radha Krishna Tulsiani	Chairperson & Independent Director
Anil Mandal	Member, Independent Director
Nimit Rajesh Ghatalia	Member, Executive Director

Mrs. Himani Gupta, Company Secretary of the Company acts as the Secretary of the Audit Committee.
MEETINGS OF THE BOARD

During the financial year 2024-25, the Board met 11 (Eleven) times

18th April, 2024	28 th September, 2024
30 th April, 2024	5th October, 2024
29th May, 2024	13th November, 2024
20th June, 2024	18th November, 2024
13 th August, 2024	13th February, 2025
4th September, 2024

The intervening gap between any two consecutive meetings was within the period as prescribed
under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors, to the best of their knowledge and belief and according to the information and
explanations obtained by them and as required under Section 134(5) of the Companies Act, 2013 :

state that: :

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed :

along with proper explanation relating to material departures; -

(b) the Directors 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 of the Company for :

that period; -

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting ;

records in accordance with the provisions of this Act for safeguarding the assets of the Company and 7
for preventing and detecting fraud and other irregularities; ;

(d) the Directors have prepared the annual accounts on a going concern basis; :

(e) the Directors have laid down internal financial controls to be followed by the Company and that

such internal financial controls are adequate and were operating effectively; and r

(f) the Directors have devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively. :

DEPOSITS :

During the financial year under review, the Company has not accepted any deposits within the :
meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of ^
Deposits) Rules, 2014.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT. 2013 ;

Loans, guarantee or Investment as per Section 186 of the Companies Act, 2013 are provided in the :
Audit report

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the ''

financial position of the Company has occurred between the ends of the financial year of the Company ;

31^st March, 2025 till the date of this report. t

CORPORATE SOCIAL RESPONSIBILITY INITIATIVE

As the company does not have net worth of rupees five hundred crore or more, or turnover of rupees ;

one thousand crores or more or a net profit of rupees five crore or more during any financial year,
the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is ;
not applicable. 7

WHISTLE BLOWER / VIGIL MECHANISM POLICY

As required under section 177(9) & (10) of the Companies Act, 2013, the Company has established a
mechanism for Directors and employees to report concerns about unethical behaviour, actual or
suspected fraud, or violation of code of conduct or ethics policy. The mechanism also provides for
adequate safeguards against victimization of director(s) / employee(s) who avails of the mechanism
and also provides for direct access to the Chairman of the Audit Committee in the exceptional cases.
Vigil Mechanism policy is duly posted on the website of the company. We affirm that during the
financial year 2024-25, no employee or director was denied access to the Audit Committee.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company. The Code
requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of
Company shares by the Directors and the designated employees while in possession of unpublished
price sensitive information in relation to the Company and during the period when the Trading
Window is closed.

The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.
STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, and Rules made thereunder
and based on the recommendation of the Audit Committee, the Board of Directors of the Company
has appointed M/s Motilal & Associates LLP, Chartered Accountants, (Firm''s Registration No.
106584W), Mumbai as the Statutory Auditors of the Company, subject to the approval of the
Members of the Company in the Company''s ensuing Annual General Meeting. M/s Motilal &
Associates LLP, shall hold office for a term of five years, from the conclusion of the 43^rd Annual
General Meeting until the conclusion of the 48^th Annual General Meeting of the Company to be held
in the year 2028, subject to ratification of their appointment by the members, if required, at every
intervening Annual General Meeting held after this Annual General Meeting. The proposal of their
appointment is included in the Notice of the ensuing Annual General Meeting for approval of the
Members of the Company.

M/s Motilal & Associates LLP has furnished written consent and a confirmation to the effect that they
are not disqualified to be appointed as the Statutory Auditor of the Company in terms of the
provisions of Section 139 of the Companies Act, 2013 and Rules framed thereunder.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board had appointed CS
Parbat Chaudhari, Practising Company Secretary [C.P.No.:22429], to undertake Secretarial Audit of
the Company for the financial year 2024-25. The Secretarial Audit Report is annexed to this report
as “Annexure B”.

COST AUDITOR

Our Company being an NBFC, not meeting the criteria of appointing the cost Auditor. Hence the same
is not applicable on our company.

AUDITORS'' REPORT

There are no qualifications, reservations or adverse remarks or disclaimer made by the
Statutory Auditor in their Auditors'' report for the financial year 2024-25.

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

Particulars in respect of conservation of energy, technology absorption, foreign exchange earnings
and outgo, is annexed to this report as “Annexure C”.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Management Discussion and Analysis Report have been made a
part of the Annual Report and is annexed to this report as “Annexure D”.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Management Discussion and Analysis Report have been made a
part of the Annual Report and is annexed to this report as “Annexure E”.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOINGCONCERN STATUS AND COMPANY''S OPERATIONS IN
FUTURE

There was no significant or material order passed by any regulator or court or tribunal, which
impacts the going concern status of the Company or will have any bearing on Company''s operations
in future.

INTERNAL FINANCIAL CONTROL SYSTEMS WITH REFERENCE TO THE FINANCIAL
STATEMENTS

The Company has in place proper and adequate internal control systems commensurate with the
nature of its business, size and complexity of its operations. Internal control systems comprising of
policies and procedures are designed to ensure reliability of financial reporting, compliance with
policies, procedures, applicable laws and regulations and that all assets and resources are acquired
economically and used efficiently and are adequately protected.

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

Your Company is committed to provide and promote safe and healthy environment to all its
employees without any discrimination. During the year under review, there was no case filed

pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.The Company has in place an Anti-Sexual Harassment policy in line with the requirements
of the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act 2013,
An Internal Complaints Committee has been set up to redress complaints Received Regarding Sexual
Harassment.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the continued co-operation,
guidance, support and assistance extended during the year under report by the
Company''s bankers, customers, suppliers, shareholders and the Government agencies. The Board of
Directors wishes to express its appreciation for the valuable contribution made by the employees
and workmen at all levels during the year under report.

For and on behalf of the Board of Directors
Worth Investment & Trading Co. Limited

Sd/-

Mihir Rajesh Ghatalia
Director
DIN: 00581005

Sd/-

Nimit Rajesh Ghatalia
Director& CEO
DIN:07069841

Place: Thane

Date: 05^th September, 2025.

---

Mar 31, 2024

Your Directors hereby present the 44^th Annual Report together with the audited Financial Statements of the Company for the financial year ended 31^stMarch, 2024.

FINANCIAL HIGHLIGHTS

The Company''s financial performance for the financial year ended 31^stMarch, 2024 is summarised below:

Particulars	2023-24	2022-23
Revenue from Operations	439.99	364.52
Other Income	-	-
Total	439.99	364.52
Profit before Finance Cost, Depreciation & Taxation	347.91	239.17
Less: Finance Cost	100.45	117.66
Less: Depreciation	-	-
Profit before Taxation	247.46	121.5184
Less: Tax Expenses	62.36	31.6155
Profit after Tax	185.10	89.9029
Profit for the year	185.10	89.9029

DIVIDEND

Your Directors have not recommended any dividend in view of the optimum profit in the present financial year in order to maintain a healthy capital adequacy ratio to support long term growth of your company.

RESERVES AND SURPLUS

Your Directors have proposed to transfer Rs. NILto the Statutory Reserve Fund in the present financial year as per the guideline prescribed by the Reserve Bank of India, being a Non-Banking Financial Company.

BUSINESS OPERATIONS & OUTLOOK

The Company being anFinance and Investment Company presently invests to acquire, sell, transfer, subscribe for, hold and otherwise deal in and invest in any shares, bonds, stocks issued or guaranteed by any Company and also provide financial assistance by way of private financing to the identified groups.

The business of the Company largely depends on the consumers spending power.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company during the year.

SHARE CAPITAL OF THE COMPANY

The authorised share capital of your company as on 31^stMarch, 2024 was Rs. 16,60,00,000 (Rupees Sixteen Crores Sixty Lakhs only) divided into 16600000 equity shares of Rs. 10/- each (previous year 66,00,000 equity shares of Rs. 10/- each)

The paid up equity share capital of your Company as on 31^stMarch, 2024 was Rs. 10,02,86,800 (Rupees Ten Crores Two Lakhs Eighty Six Thousand Eight Hundred only) divided into 10028680 equity shares of the face value of Rs. 10/- each fully paid up.

RISKS AND AREAS OF CONCERN

The Company has laid down a well defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

The company had no subsidiary, joint venture and associate company during the year under review.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return is uploaded on website DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year there were no changes in Directors and Key Managerial Personnel

(d) Declaration from Independent Directors

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure.

(e) Annual Performance and Board Evaluation

The Board has devised a policy pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for performance evaluation of the Chairman, Board and Individual Directors (including Independent Directors) and Committees which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors.

The Board has devised questionnaire to evaluate the performances of Board, Board Committees and individual Directors and Chairperson. The Chairman of respective Board Committees shared the report on evaluation with the respective committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees. The reports on performance evaluation of the individual Directors were reviewed by the Chairman of the Board.

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance at Board Meetings and Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

v. The details of the programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company.

(f) Key Managerial Personnel (KMP)

The Key Managerial Personnel of the Company are as follows:

Nimit Rajesh Ghatalia	C.E.O
Bina Rajesh Ghatalia	C.F.O
Himani Gupta	Company Secretary

MANAGERIAL REMUNERATION AND OTHER DETAILS

The Company earned minimal profit during the year so the Company has not provided any Managerial Remuneration to the Directors.

AUDIT COMMITTEE AND ITS COMPOSITION

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also overviews the Company''s internal control and financial reporting process.

As on 31^stMarch, 2024, the Audit Committee comprised of the following directors:

Name	Designation
LalitRadha Krishna Tulsiani	Chairman & Independent Director
Anil Mandal	Member, Independent Director
..-,.-,,,,,,,, ,N i-mi .t ,Ra jes h G ha-tai ia,.-,.-,.-,.-,.-,,	,.-,.-,.-,.- Member,- Executive- Director...-.-.-.-.-.-.-.-

Mrs.Himani Gupta, Company Secretary of the Company acts as the Secretary of the Audit Committee.

MEETINGS OF THE BOARD

During the financial year 2023-2024, the Board met 7 (Seven) times viz. 30^th May 2023, 19^thJuly 2023, 28^th July, 2023, 12^th August, 2023, 10^th November, 2023, 29^th November, 2023 and 13^thFebruary, 2024.The intervening gap between any two consecutive meetings was within the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(5) of the Companies Act, 2013 state that:

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

(b) the Directors 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 of the Company for that period;

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

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

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

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DEPOSITS

During the financial year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT. 2013

Loans, guarantee or Investment as per Section 186 of the Companies Act, 2013 are provided in the Audit report.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the ends of the financial year of the Company 31^st March, 2024 till the date of this report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVE

As the company does not have net worth of rupees five hundred croreor more, or turnover of rupees one thousand crores or more or a net profit of rupees five crore or more during any financial year, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable.

WHISTLE BLOWER / VIGIL MECHANISM POLICY

As required under section 177(9) & (10) of the Companies Act, 2013, the Company has established a mechanism for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of code of conduct or ethics policy. The mechanism also provides for adequate safeguards against victimization of director(s) / employee(s) who avails of the mechanism and also provides for direct access to the Chairman of the Audit Committee in the exceptional cases. Vigil Mechanism policy is duly posted on the website of the company. We affirm that during the financial year 2022-2023, no employee or director was denied access to the Audit Committee.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

The Board is responsible for implementation of the Code.

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

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, and Rules made thereunder and based on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s Motilal & Associates LLP, Chartered Accountants, (Firm''s Registration No. 106584W), Mumbai as the Statutory Auditors of the Company, subject to the approval of the Members of the Company in the Company''s ensuing Annual General Meeting. M/s Motilal & Associates LLP, shall hold office for a term of five years, from the conclusion of the 43^rdAnnual General Meeting until the conclusion of the 48^thAnnual General Meeting of the Company to be held in the year 2028, subject to ratification-'' of-their- ap-pointment-by the -members,- if required,-at -every-intervening''Annual - - ¦- -

General Meeting held after this Annual General Meeting. The proposal of their appointment is included in the Notice of the ensuing

Annual General Meeting for approval of the Members of the Company. M/s Motilal & Associates LLP has furnished written consent and a confirmation to the effect that they are not disqualified to be appointed as the Statutory Auditor of the Company in terms of the provisions of Section 139 of the Companies Act, 2013 and Rules framed thereunder.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board had appointed CS Parbat Chaudhari, Practising Company Secretary [C.P.No.:22429], to undertake Secretarial Audit of the Company for the financial year 2023-2024. The Secretarial Audit Report is annexed to this report as "Annexure B".

Comments and replies for MR-3

i. The Company has maintained the website but has not uploaded few information required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other statutory laws as applicable. - Company has functional website , but some policies are not uploaded it will done

ii. The Company has delayed in filing of requisite form with the Reserve Bank of India. - Balancesheet of the Company was finalised as on last date and as due date for DNBS10 is also 30^th May, the same was delayed

iii. The Company has not filed the forms MGT-14 as required to be filed under Section 179(3) of the Companies Act, 2013 for few Board Resolutions. - will not happen from next time

iv. The Company has delayed in filing of the details of the Promoters and Promoters Group to the Depository under the SEBI Circular No.: SEBI/HO/ISD/ISD/CIR/P/2020/168 dated 09^th September, 2020. - Company has added names of Promoters wgich were added after allotment but it has to be done on same day of allotment.

v. According to the information provided by the Company, it has not properly captured the details required to be maintained in the Structural Digital Database under Regulation 3(5) and 3(6) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. Further, the software''s server was shared with the Group Company. - As software was new and hence all proper entries are done from July 2022 onwards.

vi. The Company has not filed details in XBRL format for the allotment of Equity Shares on preferential basis under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with BSE Notice No.: 20230331-87 dated 31^st March, 2023. -Company has filed all the detailed information in pdf only

vii. The Company has not filed details in XBRL format for the allotment of Warrants on preferential basis under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with BSE Notice No.: 20230331-87 dated 31^st March, 2023. - Company has filed all the detailed information in pdf only

viii. The Company has filed the Audited Financial Statements for the financial year ended 31^st March, 2023 under Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with BSE Circular No.: DCS/COMP/28/2016-17 dated 30^th March, 2017 to the Stock Exchange in XBRL Format beyond the prescribed time.- As it is allowed to file XBRL result within 48 hours of meeting , hence as per this understanding Company filed within 48 hours only.

ix. The Company has not sent intimations to the Shareholders who holds the Shares of the Company in physical mode as per the SEBI Circular No.: SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated 16^th March, 2023, as amended.- Company has sent to all shareholders letters in soft copy way via stock exchange

x. The Company has not updated the information regarding Statutory Auditors of the Company as required under BSE Circular No.: LIST/COMP/54/2019-20 dated 20^th January, 2020. - same is updated on the Portal it is clearly showing tenure completion and hence resignation , further details of new auditor is not getting captured on the Portal.

xi. The Company has delayed in filing of the Shareholding Pattern as required under Regulation 31(1)(c) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. - Company has filed Shareholding pattern after allotment

xii. The Statement of Deviation or Variation under Regulation 32 the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the preferential issue of Equity Shares allotted on 29^th

November, 2023 has not been placed before the Audit Committee for their review. - As Reg 32 has to be uploaded within time

xiii. The Company has not submitted the Statement of Deviation or Variation under Regulation 32 the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the preferential issue of Warrants allotted on 29^th November, 2023 also not placed before the Audit Committee for their review. As Reg 32 has to be uploaded within time

xiv. The Company has not disclosed the all the details as required under Part A of Para A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No.: SEBI/HO/CFD/CFDPoD-1/P/CIR/2023/123 dated 13^th July, 2023 for appointment of the Statutory Auditors of the Company. - All other details are clearly mentioned

xv. The Company has not filed details in XBRL format for appointment of the Statutory Auditors of the Company as required under BSE Notice No.: 20230127-37 dated 27^th January, 2023. - As there was no xbrl found for appointment Company has not filed the same.

xvi. The Company has not adopted all the Policies as requited to be adopted under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other statutory laws as applicable. -Company has adopted Policies

xvii. The Company has intimated to the Stock Exchange regarding Closure of Trading Window under Regulation 4 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 but it has not intimated to all the designated persons. - Company has intimated through SDD software

xviii. The Company has not provided explanations or comments on the qualifications mentioned in the Secretarial Audit Report for the financial year ended 31^st March, 2023 in the Board''s Report for the same financial year as required under Section 134(3) of the Companies Act, 2013. - As the same was mentioned in MR - 3.

COST AUDITOR

Our Company being an NBFC, not meeting the criteria of appointing the cost Auditor. Hence the same is not applicable on our company.

AUDITORS’ REPORT

There are no qualifications, reservations or adverse remarks or disclaimer made by the

Statutory Auditor in their Auditors'' report for the financial year 2023-2024.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo, is annexed to this report as "Annexure C".

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report have been made a part of the Annual Report and is annexed to this report as

"Annexure D".

CORPORATE GOVERNANCE

Pursuant to the Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report and Certificate of Non-disqualification of Directors are not applicable to the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOINGCONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have any bearing on Company''s operations in future.

INTERNAL FINANCIAL CONTROL SYSTEMS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically and used efficiently and are adequately protected.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the continued cooperation, guidance, support and assistance extended during the year under report by the Company''s bankers, customers, suppliers, shareholders and the Government agencies. The Board of Directors wishes to express its appreciation for the valuable contribution made by the employees and workmen at all levels during the year under report.

For and on behalf of the Board of Directors Worth Investment & Trading Co. Limited

Sd/-

Mihir Rajesh Ghatalia Director DIN:00581005 Sd/-

Nimit Rajesh Ghatalia Director& CEO DIN: 07069841

Place: Thane Date: 29^th May, 2024.

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 35th Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31st, 2015.

1. Financial Performance of the Company

(Amount in Rs.)

FINANCIAL RESULTS 2014-15 2013-14

Profit/(Loss) After Tax 42,421 58,934

Add: Profit Brought Forward From Previous (1,03,620) (1,50,767) Year (61,199) (91,883)

Less: Transferred to Special Reserve 8 500 11 787

(69,699) (1,03,620) Balance Transferred over to next year

2. Dividend

Your Directors have not recommended any dividend in view of re- investment of the surplus in order to maintain a healthy capital adequacy ratio to support long term growth of your company.

3. Transfer Of Unclaimed Dividend To Investor Education And Protection Fund.

The provisions of Section 125(5) of the Companies Act, 2013 do not apply on the company as no dividend has been declared during the year.

4. Reserve

Your Directors have proposed to transfer a sum of Rs 8,500/- to the Statutory Reserve Fund as per the guideline prescribed by the Reserve Bank of India, being a Non-Banking Financial Company.

5. Share Transfer system and Registers & Share Transfer Agents

During the year under review, the Company has connectivity with both Depositories, namely NSDL and CDSL (ISIN No: INE114O01012). The Company has appointed M/s Maheswari Datamatics Private Limited at 6, Mango Lane, 2nd Floor, Kolkata-700001 as Registrar and Share Transfer Agent to facilitate shares transfer job to its members.

Members are requested to send their requests for share transfer, split, issue of duplicate shares etc to RTA or secretarial department of the Company at its registered office.

6. Listing on Stock Exchange

The Company's Equity Shares are listed on the The Calcutta Stock Exchange. The Equity Shares of the Company are also listed on the Bombay Stock Exchange w.e.f 12th June, 2014 (Scrip Code: 538451). The Company has paid Listing Fee up-to date.

7. Brief description of the Company's working during the year/State of Company's affair.

The Company being an Investment and Finance Company presently invests to acquire, sell, transfer, subscribe for, hold and otherwise deal in and invest in any shares, bonds, stocks issued or guaranteed by any Company and also provide financial assistance by way of private financing to the identified groups.

The business of the Company largely depends on the consumers spending power.

8. Change in the nature of business, if any

The company has not changed its nature of business during the current financial year.

9. Post Balance Sheet Events

No material changes have been occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

10. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

11. Deposits

The company has neither accepted nor renewed any deposits during the year, covered under Chapter V of the Act.

12. Statutory Auditors

M/s. M.K. Maroti & Associates, Chartered Accountant, Statutory Auditors of the Company, retires at the conclusion of this ensuing Annual General Meeting and is eligible for reappointment and proposed to be re-appointed at the ensuing Annual General Meeting for a term of Five years i.e from the conclusion of this Annual General meeting till the conclusion of 40th Annual General Meeting of the Company subject to ratification at each and every Annual General Meeting. Pursuant to 139 of the Companies Act, 2013, they have furnished a Certificate regarding their eligibility for appointment as Auditors.

Your Directors are recommending their name for re-appointment.

13. Appointment of Whole-time Company Secretary

The Board of Directors of the Company at their meeting held on 13th February, 2015 appointed Mr Anand Chandak as Company Secretary of the company w.e.f 13th February, 2015

14. Auditors' Report

The observations made by the Auditors are self- explanatory and do not require any further clarification. Further, the explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report shall be given.

15. Share Capital

Issue of equity shares with differential rights

Your company has not issued any of its securities with differential rights during the year under review.

Buy Back of Securities

The company has not bought back any of its securities during the year under review.

Sweat Equity, Bonus Shares & Employee Stock Option Plan

The company has neither issued sweat equity or bonus shares nor has provided any stock option scheme to the employees.

16. Extract of the Annual Return

The extract of the Annual Return pursuant to the provisions of section 92 read with Rule 12 of the Companies (Rules), 2014 is furnished in Annexure A (MGT - 9) and is attached to this Report.

17. Conservation of energy, Technology absorption and Foreign exchange earnings and Outgo

The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable to our company. The company does not have any Foreign Exchange transactions during the financial year.

18. Corporate Social Responsibility (CSR)

As the company does not have net worth of rupees five hundred crore or more, or turnover of rupees one thousand crores or more or a net profit of rupees five crore or more during any financial year, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable.

19. Directors:

A) Changes in Directors and Key Managerial Personnel: Pursuant to the Resolution of the Board of Directors passed at its meeting,

NAME DESIGNATION

Suman Pal Independent Director

Dilip Kumar Shaw Independent Director

Rakesh Kumar Mishra Managing Director

Archana Sharma Additional Director

Anand Chandak Company Secretary

NAME PURPOSE

Suman Pal Appointed as Independent Director of the Company for a period of five year.

Dilip Kumar Shaw Appointed as Independent Director of the Company for a period of five year.

Rakesh Kumar Mishra Appointed as Managing Director of the Company for a period of 5 years w.e.f 25th September, 2014

Archana Sharma Appointed as Additional Director of the Company to regularize at the ensuing AGM.

Anand Chandak Appointed as Company Secretary w.e.f 13 February, 2015

B) Declaration by Independent Director(s) and re-appointment

Mr. Suman Pal, Independent Directors of the Company have confirmed that they fulfilled all the conditions of the Independent Directorship as laid down in sub-section (6) of Section 149 of the Companies Act, 2013 and the rules made there under and the same have been noted by the Board.

C) Formal Annual Evaluation

In compliance with the Schedule IV of the Companies Act 2013, a meeting of the Independent Directors of the company was held to review and evaluate the performance of the Non- Independent Directors and the chairman of the company taking into account the views of the Executive Directors and Non- Executive Directors, assessing the quality, quantity and timeliness of flow of information between the company management and the Board and also to review the overall performance of the Board. The meeting of the company was held on 13/02/2015, wherein the performance of the Board as a whole was evaluated.

20. Number of meetings of the Board of Directors

Five Meetings of the Board of Directors were held during the financial year 2014-15. These were held on the following dates:

i) 15/05/2014, ii) 30/05/2014, iii) 12/08/2014, iii) 14/11/2014, iv) 13/02/2015

21. Particulars of Loans, Guarantee or Investment

There are no Loans, guarantee or Investment as per Section 186 of the Companies Act, 2013

22. Audit Committee and its Composition

The Audit Committee of the Company reviews the report to be submitted with the Board of Directors with respect to auditing and accounting matters. It also overviews the Company's internal control and financial reporting process.

Composition of the Audit committee is in accordance with the requirements of section 177 of the Companies Act 2013 which is stated below:

Name Designation

Suman Pal Chairman & Independent Director

Dilip Kumar Shaw Member, Independent Director

Rakesh Kumar Mishra Member, Non Executive Directo

23. Order of Court

The company is not subject to any legal proceedings and claims which will have a material or adverse effect on the going concern status or company's operations or financial conditions.

24. Sexual Harassment Of Women At Work Place

The Company has in place a policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. There were nil complaints received during the year under review.

25. Details of establishment of vigil mechanism for directors and employees

Pursuant to sub-section (9) & (10) of section 177 of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Vigil mechanism (Whistle Blower Policy) for Directors and Employees of the Company to report their genuine concerns or grievances. The policy was approved by the Board of Directors of the Company at its meeting held on 12/08/2014 and the Audit Committee was empowered by the Board of Directors to monitor the same and to report to the Board about the complaints in an unbiased manner.

26. Nomination and Remuneration Committee

Composition of the Nomination & Remuneration Committee is in accordance with the requirements of section 178(1) of the Companies Act 2013. The composition is as under:

Name Designation

Suman Pal Chairman & Independent Director

Dilip Kumar Shaw Member, Independent Director

Rakesh Kumar Mishra Member, Non- Executive Director

26. Stakeholder's Grievances Committee

The composition of the Investor grievance and Stakeholders Committee under Section 178 of the Companies Act' 2013 is hereunder:

Name Designation

Suman Pal Chairman & Independent Director

Dilip Kumar Shaw Member, Independent Director

Rakesh Kumar Mishra Member, Non- Executive Director

27. Particulars Of Contracts Or Arrangements With Related Parties:

Your company has no material individual transactions with its related parties which are covered under section 188 of the Companies Act, 2013, which are not in the ordinary course of business and not undertaken on an arm's length basis during the financial year 2014-15.

28. Managerial Remuneration:

The Company earned minimal profit during the year so the Company has not provided any Managerial Remuneration to the Directors.

29. Secretarial Audit Report

CS Manjula Poddar, Practising Company Secretary [C.P.No, 11252], is appointed as the Secretarial Auditor of the company. There is no qualification, reservation or adverse remark or disclaimer made by the company secretary in the secretarial audit report.

The Secretarial Audit Report is attach in this report as Form MR- 3

31. Corporate Governance Certificate & Management Discussion and Analysis Report

The Corporate Governance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement and the Management Discussion and Analysis Report has been annexed with the report.

32. Risk management policy

The company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal.

33. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that—

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

(b) the directors 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;

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

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

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

(F) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

34. Acknowledgements

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.

For and on behalf of the Board of Directors

Rakesh Kumar Mishra Dilip Kumar Shaw Managing Director Director DIN: 00558379 DIN: 02880928 Place: Kolkata Date: 30/05/2015

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Mar 31, 2014

Dear members,

The Directors have the pleasure in presenting their report together with audited accounts of the Company for the year ended 31st March, 2014.

Financial Results 31.03.2014 Rs. 31.03.2013 Rs.

Profit/(Loss) after tax 58,934 239,680

Add: Profit brought forward from (150,767) (342,447) Previous Year (91,833) (102,767)

Less: Transferred to Special Reserve 11,787 48,000

Balance transferred over to next year (103,620) (150,767)

Working

During the year, your Company has carried on the business of investment in shares and securities including units of Mutual Fund and providing financial assistance byway of loan.

Dividend

With a view to conserve the resources of the Company, the Board of Directors do not recommend any Dividend.

Directors

During the year, Shri Manoj Kumar Pandit has resigned from the Directorship of the Company with effect from15/05/2014. In accordance with the provision of the Companies Act, 1956 and the Company''s Articles of Association, ShriRakesh Kumar Mishraretires by rotation and being eligible,offered himself for re-appointmentUpon the Companies Act, 2013, coming into effect from 1st April, 2014, MrDilip Kumar Shaw& Mr. Suman Pal proposed to be the Independent Directors w.e.f 1st April, 2014 & 15th May, 2014 respectively. The Executive Director of the Company is proposed to be the Managing Director subject to the approval of the members at the Annual general meeting and other statutory approvals.

Particulars of Employees

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1957 are not applicable to your Company.

Listing on Stock Exchange

The Company''s Equity Shares are listed on the Calcutta Stock Exchange.The Equity Shares of the Company are also listed on the Bombay Stock Exchange w.e.fl 2th June, 2014 (Scrip Code: 538451). The Company has paid Listing Fee up-to date.

Share Transfer system and Registers & Share Transfer Agents

During the year under review, the Company has connectivity with both Depositories, namely NSDL and CDSL (ISIN No: INE114001012). The Company has appointed M/s MaheswariDatamatics Private Limited at 6, Mango Lane, 2nd Floor, Kolkata-700001 as Registrar and Share Transfer Agent to facilitate shares transfer job to its members. Members are requested to send their requests for share transfer, split, issue of duplicate shares etc to RTA or secretarial department of the Company at its registered office.

Conservation of Energy & Technology absorption, Foreign Exchange Earnings and Outgo

The Company has no activities relating to conservation of energy or technology absorption. The Company has not earned/expense any foreign exchange during the year.

Deposits

The Company has not accepted or invited /renewed any deposits from the Public during the year under review.

Auditors

M/s. M.K. Maroti& Associates, Chartered Accountant, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and is eligible for reappointment. Pursuant to 139 of the Companies Act, 2013, they have furnished a Certificate regarding their eligibility for appointment as Auditors.

Your Directors are recommending their name for re-appointment.

Appointment of Whole-time Company Secretary

The Board of Directors of the Company at their meeting held on 24th January, 2014 appointed MrAnupPandeyas Company Secretary of the company w.e.f24th day of January, 2014.

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 annual accounts for the financial year ended 31st March, 2014.The applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) That the directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review;

(c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with 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 had prepared the accounts for the Financial Year ended 31 st March, 2014 on a going concern basis

By order of the Board

Rakesh Kumar Mishra Dilip Kumar Shaw Director Director

Dated: 12th day of August, 2014

Regd. Office:

34, C.R Avenue

1st Floor,

Cabin No.2

Kolkata-700012

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Mar 31, 2013

The Members,

The Directors have the pleasure in presenting their report together with audited accounts of the Company for the year ended 31st March, 2013.

Working Results 31.03.2013 31.03.2012 Rs. Rs.

Profit/(Loss) after tax 239,680 27,531

Add: Profit brought forward from Previous Year (342,447) 3,029,528

(102,767) 3,057,059

Less : Transferred to Special Reserve 48,000 3,399,506

Balance transferred over to next year (150,767) (342,447)



Working

During the year, your Company has carried on the business of investment in shares and securities including units of Mutual Fund and providing financial assistance by way of loan.

Dividend

With a view to conserve the resources of the Company, the Board of Directors do not recommend any Dividend.

Particulars of Employees

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1957 are not applicable to your Company.

Conservation of Energy & Technology absorption, Foreign Exchange Earnings and Outgo:

The Company has no activities relating to conservation of energy or technology absorption. The Company has not earned/expense any foreign exchange during the year.

Deposits

The Company has not accepted or invited /renewed any deposits from the Public during the year under review.

Bonus Issue

1,400,000 Shares were allotted as Fully Paid-up Bonus shares in the ratio of 7:1 by way of capitalization of Reserves of the Company during the year under review.

Listing on Stock Exchange

The Company''s Equity Shares are listed on the Calcutta Stock Exchange. Company has paid Listing fee up-to-date.

Share Transfer system and Registers & Share Transfer Agents

During the year under review, the Company has got connectivity with both Depositories, namely NSDL and CDSL ( INE114O01012 & Kolkata- 700012). The Company has appointed M/s Maheswari Datamatics Private Limited at 6, Mango Lane, 2nd Floor, Kolkata-700012 as Registrar and Share Transfer Agent to facilitate shares transfer job to its members. Members are requested to send their requests for share transfer, split, issue of duplicate shares etc to RTA or secretarial department of the Company at its registered office.

Auditors

M/s Maroti & Associates, Chartered Accountant Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and is eligible for reappointment. Pursuant to Section 224 (1B) of the Companies Act, 1956; they have furnished a Certificate regarding their eligibility for appointment as Auditors.

Your Directors are recommending their name for re-appointment.

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 annual accounts for the financial year ended 31st March, 2013. The applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) That the directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review;

(c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with 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 had prepared the accounts for the Financial Year ended 31st March, 2013 on a going concern basis

Regd. Office: By order of the Board 34, C R Avenue 1st Floor, Cabin No.2 Kolkata-700012 Dated: 30th day of May, 2013 Dilip Kumar Shaw Rakesh Kumar Mishra Director Director

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Mar 31, 2012

To the Members of WORTH INVESTMENT & TRADING CO. LIMITED

The Directors present their 32nd Annual Report together with the accounts of your Company for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

PARTICULARS 2011-2012 2010-2011

Total Revenue 13,42,917 726,415

Total Expenses 258,110 201,377

Profit/(Loss) Before Exceptional & Extraordinary Items & Tax 10,84,807 525,038

Less: Exceptional Items 795,349 8,394

Profit/(Loss) Before Tax 289,458 516,644

Provision for Taxation 261,927 NIL

Profit/(Loss) After Tax 27,531 516,644

Less: Transferred to Reserve Fund u/s 45IC of RBI Act, 1934 3,399,506 NIL

Profit/(Loss) After Appropriation (3,371,975) 516,644

Add: Profit/(Loss) Brought Forward 3,029,528 2,512,884

Profit/(Loss) Carried to Balance Sheet (342,447) 3,029,528



DIVIDEND

Your directors do not recommend any dividend.

AUDITORS

M/s Maroti & Associates, Chartered Accountant Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment.

The Company has received letters from them to the effect that their appointment / reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment / reappointment within the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, your company has no such employees.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption as required to be disclosed under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the company. Details of foreign exchange earnings and outgo, as required to be disclosed under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given hereunder: -

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors, based on the representations received from the operational management, confirm in pursuance of Section 217 (2AA) of the Companies Act, 1956, that:

i) your Company has, in the preparation of the annual accounts for the year ended 31st March, 2012, followed the applicable accounting standards along with proper explanations relating to material departures, if any;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of your Company for the financial year ended 31st March, 2012;

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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) The annual accounts have been prepared on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE

As required by Section 383A of the Companies Act, 1956, the Compliance Certificate received from Company Secretary in whole time practice is enclosed herewith

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for assistance and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Executives, Staff and Workers of the Company.

For and on behalf of the Board

Place: Kolkata Chairman Date : The 3rd day of July, 2012