To,

The Members,

Futuristic Solutions Limited M-50, 2nd Floor, Greater Kailash - I New Delhi
- 110048

The Directors have pleasure in submitting their 42nd Annual Report on the
business and operations of the Company along with the Audited Balance Sheet and Profit
& Loss Accounts for the year ended March 31,2025.


FINANCIAL RESULTS

Financial Results of the Company for the year under review along with the figures for
previous year are as follows:


  

    
Particulars
    
2024-25
    
2023-24
  
  

    
Revenue from operations
    
19.86
    
303.94
  
  

    
Add: Other Income
    
56.91
    
48.50
  
  

    
Total Income
    
76.77
    
352.44
  
  

    
Profit/Loss before Interest, Depreciation & Tax
    
(4.33)
    
200.85
  
  

    
Less: Interest
    
0.79
    
2.89
  
  

    
Depreciation
    
0.45
    
0.74
  
  

    
Profit/Loss before Tax
    
(5.57)
    
197.22
  
  

    
Less: Previous year adjustment
    
0.19
    
1.09
  
  

    
Provision for current year income-tax and Deferred Tax
    
0.33
    
54.85
  
  

    
Profit /Loss for the year
    
(6.09)
    
141.28
  
  

    
Other Comprehensive Income/Loss
    
-
    
-
  
  

    
Total Income /Loss for the year
    
(6.09)
    
141.28
  
  

    
Earning per share
    

    

  
  

    
-Basic
    
(0.06)
    
1.35
  
  

    
-Diluted
    
(0.06)
    
1.35
  



REVIEW OF OPERATIONS AND STATE OF COMPANY AFFAIRS

During the year ended March 31, 2025, your Company has achieved total Revenue of Rs.
76.77 Lakhs as against 352.44 Lakhs in the previous year ended March 31,2024. The Net Loss
before tax stood at Rs. 5.57 as against Net Profit before tax Rs.197.22 lakhs in the
previous year.


SHARE CAPITAL

The Paid-up Share Capital as on March 31,2025, was Rs. 10,47,34,470/- divided into
1,04,73,447 equity shares of Rs. 10/- each. During the year under review, your Company has
neither issued shares with Differential Voting Rights nor granted Stock Options or Sweat
Equity.


DEPOSITS

During the year under review, your Company neither invited nor accepted any deposit
within the meaning of Section 73 of the Companies Act, 2013, and rules made thereunder.


SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The Company doesn't have any subsidiary, Joint Venture or Associate Company.


CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in nature of Business of Company.


DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors is duly constituted with proper balance of Executive and Non-
Executive Directors, Independent Directors and Women Directors.

In accordance with the provisions of the Companies Act, 2013, Mrs. Deepika Singh (DIN:
01948539 ), Director of the Company will retire by rotation at the forthcoming AGM and
being eligible offers herself for the re-appointment. A brief profile of Mrs. Deepika
Singh is provided in the Notice convening the AGM.

Ms. Sikha Rani Khuswaha, was appointed as Company Secretary and Compliance Officer of
the Company with effect from 16th April, 2024, in place of Ms. Khushboo Guatam,
who resigned from the post of Company Secretary and Compliance Officer of the Company on
January 22, 2024.

Mr. Sunil Gupta will continue as an Independent Director of the company. Mr. Sanjiv
Taneja Kumar and Anupam Dev were resigned from the position of Independent Director of the
company. Mr. Abhishek Kaushal and Akriti Kaur Malhotra appointed as an Independent
Director of the company for the term of five consecutive years commencing from September
3, 2025 till September 2, 2030.

Apart from the above, there was no change in the Directors of the Company and KMP of
the Company during the year under report.


declaration by AN independent DIRECTOR AND Statement ON COMpLIANCE Of The CODE Of
CONDuCT

All Independent Directors of the Company have given declarations confirming that they
meet the criteria of independence as laid down under Section 149(6) of the Companies Act,
2013 and the Listing Regulations, 2015 and they have further confirmed compliance with the
code for Independent Directors as prescribed in the Schedule IV of the Companies Act,
2013.

Further a declaration has been received from all Independent Directors pursuant to Rule
6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, affirming
that they have registered themselves with the Indian Institute of Corporate Affairs in the
Independent Director's Data Bank. In the opinion of the Board, all the Independent
Directors are proficient and have requisite experience and expertise to undertake the
responsibilities conferred on them.


annual evaluation OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Annual Evaluation of Board Performance and Performance of its Committees and of
Directors:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board
has carried out an annual evaluation of its own performance, and that of the Directors as
well as the evaluation of the working of its Committees.

The NRC has defined the evaluation criteria, procedure and time schedule for the
Performance Evaluation process for the Board, its Committees and Directors.

The Board's functioning was evaluated on various aspects, including inter alia
structure of the Board, including qualifications, experience and competence of Directors,
diversity in Board and process of appointment; Meetings of the Board, including regularity
and frequency, agenda, discussion and dissent, recording of minutes and dissemination of
information; functions of the Board, including strategy and performance evaluation,
corporate culture and values, governance and compliance, evaluation of risks, grievance
redressed for investors, stakeholder value and responsibility, conflict of interest,
review of Board evaluation and facilitating Independent Directors to perform their role
effectively; evaluation of management's performance and feedback, independence of
management from the Board, access of Board and management to each other, succession plan
and professional development; degree of fulfillment of key responsibilities, establishment
and delineation of responsibilities to Committees, effectiveness of Board processes,
information and functioning and quality of relationship between the Board and management.

Directors were evaluated on aspects such as qualifications, prior experience, knowledge
and competence, fulfillment of functions, ability to function as a team, initiative,
availability and attendance, commitment, contribution, integrity, independence and
guidance/ support to management outside Board/ Committee Meetings. In addition, the
Chairman was also evaluated on key aspects of his role, including effectiveness of
leadership and ability to steer meetings, impartiality, ability to keep shareholders'
interests in mind and effectiveness as Chairman.

Areas on which the Committees of the Board were assessed included mandate and
composition; effectiveness of the Committee; structure of the Committee; regularity and
frequency of meetings, agenda, discussion and dissent, recording of minutes and
dissemination of information; independence of the Committee from the Board; contribution
to decisions of the Board; effectiveness of meetings and quality of relationship of the
Committee with the Board and management.

The performance evaluation of the Independent Directors was carried out by the entire
Board, excluding the Director being evaluated. The performance evaluation of the Chairman
and the Non-Independent Directors was carried out by the Independent Directors, who also
reviewed the performance of the Board as a whole. The NRC also reviewed the performance of
the Board, its Committees and of the Directors.

The Chairman of the Board provided feedback to the Directors on an individual basis, as
appropriate. Significant highlights, learning and action points with respect to the
evaluation were presented to the Board.


CORPORATE GOVERNANCE

A separate report on Corporate Governance containing General Shareholder's information,
along with the Certificate from Practicing Company Secretary regarding compliance of
conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is annexed as a part of this Report.


COMPLIANCE CERTIFICATE FROM PRACTICING COMPANY SECRETARY ON COMPLIANCE OF CONDITIONS OF
CORpORATE GOVERNANCE

A compliance certificate from either the auditors or practicing company secretaries
regarding compliance of conditions of corporate governance is annexed as a part of this
report as per Regulation 34 read with Para E of Schedule V of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.


BOARD MEETINGS

During the year under review, 5 (Five) Board Meetings were held, the details of which
forms part of Corporate Governance Report.


AUDIT COMMITTEE

Your Company has an Audit Committee to meet the requirements of the Companies Act, 2013
and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Details of the Audit Committee are given under the Corporate Governance Report. There
are no recommendations of the Audit Committee which were not accepted by the Board.


NOMINATION AND REMUNERATION COMMITTEE

Your Company has in place a duly constituted Nomination and Remuneration Committee to
meet the requirements of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Details of the Nomination and
Remuneration Committee are given under the Corporate Governance Report.

The Board has framed (i) Policy on Board Diversity; and (ii) Nomination &
Remuneration Policy which lays down a framework in relation to the 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. This Policy is placed
on the website link of the Company https://www.fsl.co.in/statutory-disclosure.php.


SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year, all of Independent Directors convened a separate meeting without the
presence of Non-Independent Directors and members of the management as per provisions of
Clause VII of Schedule IV to the Companies Act, 2013. In that meeting of Independent
Directors, performance of non-independent directors, Chairman and the Board as a whole
were reviewed and evaluated.


DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:


i. In the preparation of the annual accounts for the year ended March 31,2025, the
applicable accounting standards have been followed along with proper explanation relating
to material departure;


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


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


iv. The Directors have prepared the annual accounts on-going concern basis;


v. The Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and


vi. The Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.


auditors and auditors' report

Statutory Auditors

M/s. Mahesh Yadav & Company, Chartered Accountants, were appointed as Statutory
Auditors of your Company at 39th AGM held on September 12, 2023, for term of
five consecutive years till the conclusion of 44th AGM to be held in the year
2027.

The Company has received a Certificate from M/s. Mahesh Yadav & Company, Chartered
Accountants, confirming their eligibility to act as Auditors of the Company.

As required under Regulation 33 of the SEBI (LODR) Regulations, 2015, the Statutory
Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board
of the Institute of Chartered Accountants of India.

During the year under report, there were no revisions in the financial statements of
the Company. The observations in the Auditor's Report on Standalone Financial Statements
are dealt within the notes to accounts at appropriate places and being self-explanatory,
need no further comments.


Internal Auditors

The Board on the recommendation of the Audit Committee has appointed M/s. S M P C &
Associates as the Internal Auditors of the Company for the Financial Year 2024-25.


Cost Auditors

Maintenance of cost records and requirement of Cost Audit as per prescribed under
provision of Section 148(1) of the Companies Act, 2013, are not applicable for the
business activity carried out by the Company.


Secretarial Auditors

The Secretarial Audit Report for the financial year ended March 31,2025 is enclosed and
forms part of this report. There is no secretarial audit qualification for the year under
review.

The Board has approved appointment of M/s Kumar Rajesh & Associates, Company
Secretaries, as Secretarial Auditors to carry out the Secretarial Audit of the Company for
the financial year 2024-25.


Reporting of Fraud by Auditors

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial
Auditors of the Company have not reported any frauds to the Audit Committee or to the
Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made
thereunder.


MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

Pursuant to Regulation 34(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, MDA is annexed which forms part of this Report.


compliance with secretarial standards

The Secretarial Audit Report confirms that the Company has complied with applicable
Secretarial Standards.


annual return

Pursuant to Section 92(3) and Section 134(3) (a) of the Companies Act, 2013, the Annual
Return of the Company as on March 31,2025 is available on the website link of the Company
at www.fsl.co.in.


board policies

Vigil Mechanism

Pursuant to the provision of Section 177(9) of the Companies Act, 2013 and Regulation
22 of SEBI Listing Regulations the Company has adopted a Whistle Blower Policy, to provide
a formal vigil mechanism to the Directors and employees to report their concerns about
unethical behavior, actual or suspected fraud or violation of the Company's Code of
Conduct or ethics policy. The Policy provides for adequate safeguards against
victimization of employees who avail of the mechanism and also provides for direct access
to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company
has been denied access to the Audit Committee. The Whistle Blower Policy is available on
the website of your Company viz., www.fsl. co.in.


Remuneration Policy

The Board has on the recommendation of nomination & remuneration committee framed a
policy for selection and appointment of directors, senior management, their remuneration
and other matters, as required under sub-section (3) of Section 178 of the Companies act
2013, is available on our website at https://www.fsl.co.in/statutory-disclosure.php.


Risk Management Policy

The main identified risks at the Company are legal & regulatory risk. Your company
has established a comprehensive risk management policy to ensure that risk to the
Company's continued existence as a going concern and to its development are identified and
addressed on timely basis. Risk management strategy as approved by the board of directors
is implemented by the company management. The Risk Management Policy is available on the
website of your Company at https://www.fsl.co.in/ statutory-disclosure.php.


RELATED PARTY TRANSACTION

All contracts/arrangements/ transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on arm's length
basis and prior approval of the Audit Committee was sought for entering into related party
transactions. The details are provided in Form AOC-2 which is annexed and forms part of
this Report. As required by SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a return has been filed with BSE. Please also refer Note-27 to the
Standalone Financial Statements for related party disclosures.

The Board has formulated and adopted a Related Party Transactions Policy for the
purpose of identification, monitoring and reporting related party transactions. The policy
is available on Company's website at https://www.fsl.co.in/statutory-disclosure. php


MATERIAL CHANGES, IF ANY

No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial relate and the date
of this report.


significant and material orders passed by the regulators / court/ tribunals

No Significant and material orders were passed by the regulators or courts or tribunals
during the financial year 2024-25 impacting the going concern status and company
operations in future.


disclosure under the sexual harassment of women

The Company has zero tolerance for sexual harassment at workplace and has adopted a
policy on prevention, prohibition and redressal of sexual harassment at workplace and has
in place an Internal.

Complaint Committee to redress the complaints and circumstances regarding the behavior
of sexual harassment at workplace. The Policy for the same is framed for the benefit of
its employees. There were no complaints received from any employee during the year under
review.

Details of the total reported and closed cases pertaining to incidents under Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are as
follows:


  

    
• Number of cases reported during the year: Nil
  
  

    
• Number of cases closed during the year: Nil
  
  

    
• Numbers of cases open as on March 31,2025: Nil
  



PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURE

The applicable information required pursuant to Section 197 of the Companies Act 2013
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees are as under:


i. Ratio of remuneration of each director to the median employee's is 9.1:1

No Director except Mr. Mandeep Sandhu receives any remuneration from the Company.


ii. Percentage increase in remuneration of each director, CFO, CEO, CS or Manager,
if any in the Financial Year: 0%


iii. The percentage increase in the median remuneration of employees in the
Financial Year: 0%


iv. The total number of permanent employees on the rolls of company as on March
31,2025: 3


v. The remuneration paid to Chairman & Managing director as per Schedule V of
the Companies Act 2013 and as per remuneration policy of the Company.


vi. Employed throughout the year and were in receipt of remuneration not less than
Rs. One Crore and Two Lacs - NIL


vii. Employed for a part of year and were in receipt of remuneration not less than
Rs. Eight Lacs and Fifty Thousand per month - NIL


particulars of loans given, investments made, guarantees given and securities provided

During the year under review, the Company has not given any loans, guarantees or
investments made covered under the provisions of section 186 of the Companies Act, 2013.


conservation of energy, technology absorption and foreign exchange earnings and outgo

Particulars relating to conservation of energy and technology absorption stipulated in
the Companies (Accounts), 2014 are not applicable to the Company. The Company does not
have any foreign exchange earnings and expenditure.


listing

The Equity shares of the Company are listed at Bombay Stock Exchange. The Annual
Listing Fees have been paid for the Financial Year 2024-25.


corporate social responsibility

During the year under review, Section 135 of the Companies Act, 2013 is not applicable
to the Company.


details of adequacy of internal financial controls with reference to the financial
statements

The Directors had laid down internal financial controls to be followed by the Company
and such policies and procedures adopted by the Company for ensuring the orderly and
efficient conduct of its business, including adherence to Company's policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information. The Audit Committee evaluates the internal financial
control system periodically.


CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016

During the year under review, there was no application filed by or against the Company
for corporate insolvency process under IBC before the NCLT.


ONE-TIME Settlement With Any Bank OR Financial INSTITuTION

There was no instance of one-time settlement with any Bank or Financial Institution.


INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders request /
grievance at the minimum. Priority is accorded to address all the issues raised by the
shareholders and provide them a satisfactory reply at the earliest possible time. The
Shareholders' Grievance Committee of the Board meets periodically and reviews the status
of the Shareholders' Grievances. The shareholders of the Company continue to be traded in
electronic forum and de-materialization exists with both the depositories viz., National
Securities Depository Limited and Central Depository Services (India) Limited.


ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and
co-operation received from the financial institutions, banks, Government authorities and
members during the year under review. Your Directors also wish to place on record their
deep sense of appreciation for the committed services by the Company's executives, staff
and workers.


  

    

    
On behalf of the Board of Directors of
  
  

    

    
Futuristic Solutions Limited
  
  

    

    
Mandeep Sandhu
  
  

    

    
Chairman & Managing Director
  
  

    

    
R-5, 3rd Floor, GK-1
  
  

    

    
New Delhi - 110048
  
  

    
Date: September 3, 2025
    

  
  

    
place: New Delhi