To, 

The Members 

Hilton Metal Forging Limited 

Your Directors have pleasure in presenting the Twentieth Annual Report together with
the Audited Financial Statements for the Financial Year (FY) ended 31st March, 2025. 

1. FINANCIAL HIGHLIGHTS (Rs. in Lakhs) 



  

    
Particulars 
    
FY 2024-25 
    
FY 2023-24 
  


  

    
Total Income 
    
16,822.35 
    
13,988.80 
  
  

    
Total Expenses 
    
16,212.58 
    
13,202.28 
  
  

    
ProRSit Before Tax 
    
609.77 
    
786.52 
  
  

    
Provision for Tax 
    
(7.87) 
    
117.94 
  
  

    
ProRSit After Tax 
    
617.63 
    
668.58 
  



2. COMPANY'S PERFORMANCE REVIEW 

During the year under review, the total turnover of the Company increased to Rs.
16,822.35 Lakhs (PY: Rs. 13,988.80 Lakhs). During the year under review, ProRSit after Tax
(PAT) was recorded at Rs. 617.63 Lakhs (PY: Rs. 668.58 Lakhs). 

3. CHANGE IN NATURE OF BUSINESS 

There was no change in the nature of business of the Company during the year under
review. 

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(J) OF THE COMPANIES ACT, 2013 

The Company has not transferred any amount to General Reserves during the FY under
review. 

5. DIVIDEND 

Your Directors have not recommended any dividend for FY 2024-25. 

6. TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND 

("IEPF") 

Pursuant to the provisions of Section 124 of the Companies Act, 2013 ("the
Act") and Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (IEPF Rules), the declared dividends, which remain unpaid
or unclaimed for a period of 7 (seven) years from the date of its transfer to unpaid
dividend account is required to be transferred by the Company to Investor Education and
Protection Fund (IEPF). 

During the year under review, the Company was not required to transfer any dividend to
Investor Education and Protection Fund (IEPF). 

7. PUBLIC DEPOSITS 

During the FY under review, the Company has not accepted any deposits from the public
and as such, there are no outstanding deposits within the purview of Section 73 of the
Act, and rules made thereunder. 

8. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY 

The Company does not have any Subsidiary, Joint Venture or Associate Company. 

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY 

WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL 

STATEMENT RELATES AND THE DATE OF THE REPORT 

No material changes and commitments which could affect the Company's RSinancial
position, have occurred between the end of the RSinancial year and the date of this
Report. 

10. ANNUAL RETURN 

The Annual Return pursuant to Section 92(3) read with Section 134(3)(a) of the Act is
available on Company's website at https://www.hiltonmetal.com/annual/ 

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL 

a) Composition of Board and Key Managerial Personnel 

The Board is constituted in accordance with the requirements of the Act read with SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015 ( "Listing
Regulations" ). 

During the year under review, following changes were made in the Composition of the
Board. 

Induction to the Board: 

Based on the recommendation of the Nomination and Remuneration Committee (NRC) and
subject to the approval of the shareholders, the Board, in accordance with the provisions
of Section 161 of the Act and applicable SEBI Listing Regulations, appointed Mr. Amit
Pathak (DIN: 10764270), Mr. Rakesh Khajuria (DIN: 10764283), Ms. Himanshi Mota (DIN:
10764261) as Additional Independent Directors and Mr. Suryakant Mayani (DIN: 10764276) as
Additional Non-Executive and Non-Independent Director of the Company. The shareholders of
the Company approved the above appointments of Mr. Amit Pathak, Mr. Rakesh Khajuria and
Ms. Himanshi Mota as Independent Directors of the Company by way of Special Resolutions at
the 19th Annual General Meeting of the Company held on 27th September, 2024. The
shareholders of the Company approved the appointment of Mr. Suryakant Mayani as
Non-Executive Non-Independent Director of the Company by way of Ordinary Resolution at the
19th Annual General Meeting of the Company held on 27th September, 2024. 

Based on the recommendation of the Nomination and Remuneration Committee (NRC) and
subject to the approval of the shareholders, the Board, in accordance with the provisions
of Section 161 of the Act and applicable SEBI Listing Regulations, appointed Mr. Vishal
Jain (DIN: 09512854) as Additional Non-Executive and Non-Independent Director of the
Company. The shareholders of the Company approved the appointment by way of Ordinary
Resolution passed at the Extra-Ordinary General Meeting of the Company held on 28th
November, 2024. 

Appointment/Re-appointment of Directors in AGM 

In terms of provisions of the Act, Mr. Suryakant Mayani (DIN: 10764276), Non-Executive
and Non-Independent Director of the Company, will retire by rotation at the ensuing Annual
General Meeting in pursuance of Section 152 of the Act and being eligible, offers himself
for re-appointment. The Board recommends his re-appointment. 

As stipulated under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, brief resume of the Directors proposed to be
appointed/re-appointed is given in the Notice convening 20th Annual General Meeting. 

Cessation: 

Mr. Sandeep Shah (DIN: 06402659), Mr. Prithivish Mundra (DIN: 08529151) and Ms. Nikita
Moradia (DIN: 08530305), ceased to be Independent Directors of the Company w.e.f. close of
business hours of 28th September, 2024 on account of completion of their second term as
Independent Directors of the Company. 

Mr. Vivek Sharma (DIN: 10238196) resigned as Non-Executive Non-Independent Director of
the Company w.e.f. close of business hours of 18th October, 2024 due to medical reasons
and further he has conRSirmed that that there was no other material reason for his
resignation other than mentioned above for his resignation. 

Mr. Priyam Chaturvedi (DIN: 10238193) resigned as Non-Executive Non-Independent
Director of the Company w.e.f. close of business hours of 22nd October, 2024 due to
medical reasons and further he has conRSirmed that that there was no other material reason
for his resignation other than mentioned above for his resignation. 

Key Managerial Personnel 

Pursuant to the provisions of Sections 2(51), and 203 of the Act, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Yuvraj
Malhotra, Chairman & Managing Director, Mr. Mohak Malhotra, Chief Financial OfRSicer
and Ms. Richa Shah, Company Secretary are the Key Managerial Personnel of the Company as
on 31st March 2025. 

b) Declaration by Independent Director(s) 

The Company has received declarations from all the Independent Directors of the Company
afRSirming compliance with the criteria of independence laid under the provisions of
Section 149(6) of the Act and under Regulation 16 (1)(b) of Listing Regulations. 

c) Board Meetings 

During the year under review, the Company held Eleven Board Meetings and a separate
meeting of Independent Directors. The details of meetings of the Board are provided in the
Report on Corporate Governance that forms part of this Annual Report. The maximum interval
between any two meetings did not exceed the gap prescribed under the Act. 

d) Performance Evaluation of the Board 

Pursuant to the provisions of the Act, and Regulation 17 of Listing Regulations, the
Board has carried out an annual evaluation of its own performance, the directors
individually, as well as the evaluation of the working of its committees. 

At the meeting of the Board all the relevant factors, that are material for evaluating
the performance of individual Directors, the Board and its various committees were
discussed in detail. Various aspects of the Board's functioning such as adequacy of the
composition of the Board and its Committees, execution and performance of speciRSic
duties, obligations and governance etc. were taken into consideration. 

A separate exercise was carried out to evaluate the performance of individual
Directors, who were evaluated on parameters such as level of engagement and contribution,
independence of judgment, safeguarding the interest of the Company and its minority
shareholders etc. The performance evaluation of the independent Directors was carried out
by the entire Board. 

The performance evaluation of the Chairman and non-independent Directors was also
carried out by the Independent Directors at their separate meeting. The Directors
expressed their satisfaction with the evaluation process. 

e) Committees of the Board 

The Board has constituted a set of committees in accordance with the requirements of
the Act. The Board supervises the execution of its responsibilities by the Committees and
is responsible for their action. The statutorily mandated committees constituted under the
provisions of the Act and Listing Regulations are the Audit Committee, Nomination and
Remuneration Committee and Stakeholders' Relationship Committee. The composition, terms of
reference and other such necessary details of these Board level committees are provided in
the Corporate Governance Report forming part of this Annual Report. 

f) Nomination and Remuneration policy 

Pursuant to the Provision of Section 178 of the Act and Regulation 19 of Listing
Regulations and on recommendation of the Nomination and Remuneration Committee, the Board
of Directors has adopted a policy on Criteria for Selection and Appointment of Directors,
Senior Management Personnel, and their remuneration. Nomination and Remuneration policy is
applicable to all Directors, Key Managerial Personnel (KMP), Senior Management team and
other employees of the Company and the same is available on the Company's Website at
https://www.hiltonmetal.com/wpcontent/uploads/2016/09/
RemunerationRSPolicyRSForRSTheRSMembersRSofRSBoardRSANdRSExecutiveRSManagement.pdf 

g) Vigil Mechanism 

As per the provisions of Section 177(9) of the Act, the Company has formulated Whistle
Blower Policy and is required to establish a vigil mechanism for Directors and Employees.
The Whistle Blower Policy can be accessed on the Company's website at
https://www.hiltonmetal.com/wp-content/uploads/2016/09/ WhistleRSBlowerRSPolicy.pdf 

12. DIRECTORS' RESPONSIBILITY STATEMENT: 

The Board of Directors acknowledges the responsibility for ensuring compliance with the
provisions of Section 134(3)(c) read with Section 134(5) of the Act, in the preparation of
annual accounts for the year ended on 31st March, 2025 and conRSirm that: 

a. in the preparation of the annual accounts, for RSinancial year 2024-25, the
applicable accounting standards had been followed and there were no material departures
from the same; 

b. 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 a airs of the Company at the end of the RSinancial year and of
the proRSit of the company for that period; 

c. the directors had taken proper and sufRSicient 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 had prepared the annual accounts on a going concern basis; 

e. the directors had laid down internal RSinancial controls to be followed by the
company and that such internal RSinancial controls are adequate and were operating
effectively; and 

f. the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively. 

13. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING 

In compliance with the provisions of the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated
and adopted the "Code of Conduct to regulate, monitor and report trading by
designated persons in Listed or Proposed to be Listed Securities" of the Company
("the Insider Trading Code"). The object of the Insider Trading Code is to set
framework, rules and procedures which all concerned persons should follow, while trading
in listed or proposed to be listed securities of the Company. 

The Company has also adopted the Code of Practice and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information ("the Code") in line with the SEBI
(Prohibition of Insider Trading) Amendment Regulations, 2018 and formulated a Policy for
determination of 'legitimate purposes' as a part of the Code. The Code also includes
policy and procedures for inquiry in case of leakage of Unpublished Price Sensitive
Information (UPSI) and aims at preventing misuse of UPSI. 

The Code of Conduct for prevention of Insider Trading is available on Company's website
https://www.hiltonmetal.com/wp-content/uploads/2022/12/5B-Code-Hilton.pdf 

The Company Secretary appointed serves as the Compliance OfRSicer to ensure compliance
and effective implementation of the Insider Trading Code. Matters related to the insider
trading code are reported to the Audit Committee. 

14. RISK MANAGEMENT 

The Company implemented an integrated risk management approach through which it reviews
and assesses signiRSicant risks on a regular basis to ensure that a robust system of risk
controls and mitigation is in place. Senior management periodically reviews this risk
management framework to keep updated and address emerging challenges. 

15. DETAILS ABOUT CSR COMMITTEE, POLICIES, IMPLEMENTATION, AND INITIATIVES 

In accordance with Section 135 of the Companies Act, 2013 ("the Act"), all
the Companies having net worth of Rs. 500 crore or more, or a turnover of Rs. 1000 crores
or more or net proRSit of Rs. 5 crores or more during the immediately preceding RSinancial
year, are required to spend 2% of the average proRSits of last three preceding Financial
years on Corporate Social Responsibility ("CSR") activities. The provisions of
Section 135 of the Act are applicable to your company since your Company had a net proRSit
of Rs. 5 crores or more during the immediately preceding RSinancial year i.e. during FY
2023-24. 

As a part of its initiative under the CSR drive, the Company has undertaken projects in
accordance with Schedule VII of the Act and the Company's CSR Policy. The CSR Policy is
available on the Company's website at https://www.hiltonmetal.com/csr-policy/. The Report
on CSR activities as required under the Companies (Corporate Social Responsibility Policy)
Rules, 2014 is annexed and marked as Annexure - I which forms integral part of this
Report. 

16. REPORT ON CORPORATE GOVERNANCE 

Report on Corporate Governance as stipulated under Listing Regulations forms an
integral part of this Annual Report. CertiRSicate from Practising Company Secretary
conRSirming compliance of conditions of Corporate Governance as stipulated under Listing
Regulations is attached to the report on Corporate Governance. 

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT 

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and
Analysis Report for the year under review forms an integral part of this Annual Report. 

18. AUDITORS 

a) Statutory Auditors and their Report: 

M/s. Anil Bansal & Associates, Chartered Accountants (Firm Registration Number:
100421W) were re-appointed as Statutory Auditors of the Company in the 18th Annual General
Meeting (AGM) of the Company held on 25th August, 2023, for second term of RSive
consecutive years, from the conclusion of 18th AGM till the conclusion of 23rd AGM to be
held in the year 2028. 

The Statutory Auditors have conRSirmed their eligibility under Section 141 of the
Companies Act, 2013 and the Rules made thereunder to continue to act as Statutory Auditors
of the Company. 

Further, the Auditors' Report for the RSinancial year ended, 31st March, 2025 is
annexed herewith for your kind perusal and information. 

The observations and comments given by the Auditors in their report read together with
notes to Accounts are self-explanatory and hence do not call for any further comments
under section 134 of the Act. 

b) Cost Auditors and their Report: 

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company
are required to be audited. In view of the above, the Board had appointed Mr. Ritesh N
Talati of M/s. V. J Talati & Co., Cost Accountants, as the Cost Auditor of the Company
to conduct the Cost Audit for the Financial year 2024-25. 

The Board of Directors of the Company, on the recommendation of the Audit Committee,
has appointed Mr. Ritesh N. Talati of M/s. V. J. Talati & Co. as the Cost Auditors of
the Company to conduct the audit of cost records for the RSinancial year 2025-26. Mr.
Ritesh N. Talati, being eligible, has consented to act as the Cost Auditors of the Company
for the RSinancial year 2025-26. As required under the Companies Act, 2013, the
remuneration payable to the Cost Auditor for approval by the members forms part of the
Notice convening the 20th Annual General Meeting. 

c) Secretarial Auditor and their Report: 

Pursuant to the provisions of Section 204 of the Act, and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, (as amended) the Company has
appointed Ms. Shreya Shah, Practicing Company Secretary (Membership No. 39409) for
conducting Secretarial Audit of the Company for the RSinancial year ended on 31st March,
2025. 

The Secretarial Audit Report for the RSinancial year ended 31st March, 2025 is annexed
herewith and marked as 'Annexure II' to this Report. In the Report, the Secretarial
Auditor has observed the following: 

i. Rule 7(3) of the Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 - Delay in RSiling e-Form ZNCARSIEPF5RSVPRRSPRD
(Online VeriRSication Reports) post veriRSication of e-Form IEPF-5 RSiled. 

Directors Comments: Delay in RSiling was caused due to late receipt of RTA
Reports on the claim made by the Investors in e-Form IEPF-5. 

ii. Section 128(1) of the Companies Act, 2013 Delay in RSiling e-Form AOC-5 for
registering place for keeping/maintaining books of accounts. 

Directors Comments: The Company inadvertently missed out on RSiling the e-Form
and upon realizing the mistake, the Company immediately RSiled e-Form AOC-5. 

iii. Section 92 of the Companies Act, 2013 Delay in RSiling e-Form MGT-7 for
registering annual return for the FY 2024-25. 

Directors Comments: The Company inadvertently missed out on RSiling the e-Form
and upon realizing the mistake, the Company immediately RSiled e-Form MGT-7. 

iv. Section 12 of the Companies Act, 2013- Delay in RSiling e-Form INC-22 for
registering shifting of Registered OfRSice within local limits of the city. 

Directors Comments: The Company inadvertently missed out on RSiling the e-Form
and upon realizing the mistake, the Company immediately RSiled e-Form INC-22. 

v. Regulation 17(1) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 

For the period from 27th September 2024 to 18th October 2024, the total number of
Directors on the Board were Seven (7). According to the said regulation, the total number
of Independent Directors on the Board should have been Four (4), being one-half of the
total number of Directors. However, the actual number of Independent Directors on the
Board for the said period were only Three (3). On receipt of SOP Notices for this
non-compliance from the BSE and NSE, the requisite RSine amount was paid on 2nd December,
2024 and 15th April, 2025 respectively to each of the exchanges. 

Directors Comments: Since Mr. Vivek Sharma resigned from the post of
Non-Executive Non-Independent Director of the Company w.e.f. 18th October, 2024 due to his
ill health and medical reasons, the total number of Directors on the Board of Directors
reduced from Seven (7) to Six (6), having (3) Independent Directors on the Board and
hence, the Company became compliant with the said regulation. 

vi. Regulation 167(6) of SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018 

Mr. Rakesh Garg, one of the non-promoter allottee, to the 5,00,000 equity shares
allotted pursuant to conversion of warrants issued on preferential basis, had dealt in the
equity shares of the Company during November 2022 (Purchase) and June 2023 (Sale),
resulting in non-compliance of said regulation. 

Directors Comments: The Company did verify the holding status of Mr. Rakesh
Garg, one of the non-promoter allottee, to the 5,00,000 equity shares pursuant to
conversion of warrants issued on preferential basis, as on: 

(i) the relevant date i.e. 12th August 2022; 

(ii) the date of RSiling an application seeking in-principle approval on 20th August,
2022 with Stock Exchanges before allotment of warrants; and 

(iii) the date of availing shareholders' approval i.e. 13th September, 2022. 

On receipt of Query from NSE while applying for Listing of 5,00,000 equity shares
allotted pursuant to conversion of warrants issued on preferential basis to Mr. Rakesh
Garg, the Company applied for waiver request to exempt the Non-Compliance of SEBI ICDR
Regulations and seek permission for Listing of Equity Shares on 4th January, 2025.
Further, in the said waiver application, the Company mentioned about the Allottees'
readiness to disgorge the proRSits of Rs. 2,16,30,478/- to NSE Investor Education
Protection Fund ("NSE IEPF"). NSE vide its letter dated 11th February, 2025 and
25th February, 2025 granted Listing Approval and Trading Approval respectively for the
said 5,00,000 equity shares allotted to Mr. Rakesh Garg pursuant to conversion of warrants
issued on preferential basis. No further communication was received from NSE on this
matter. 

vii. Regulation 167(6) of SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018 . 

Soham World A Real Growth Limited ("Soham"), one of the non-promoter
allottees to the 1,00,000 equity shares allotted pursuant to conversion of warrants issued
on preferential basis, had dealt in the equity shares of the Company during the period
from 9th September, 2022 to 6th January, 2023 (Purchase) and during the period from 7th
January, 2023 to 30th June 30, 2023 (Sale-Purchase), resulting in non-compliance of said
regulation. 

Directors Comments: The Company did verify the holding status of Soham, one of
the non-promoter allottee, to the 1,00,000 equity shares pursuant to conversion of
warrants issued on preferential basis, as on: 

(i) the relevant date i.e. 12th August 2022; 

(ii) the date of RSiling an application seeking in-principle approval on 20th August,
2022 with Stock Exchanges before allotment of warrants; and 

(iii) the date of availing shareholders' approval i.e. 13th September, 2022. 

On receipt of Query from NSE while applying for Listing of 1,00,000 equity shares
allotted pursuant to conversion of warrants issued on preferential basis to Soham, the
Company applied for waiver request to exempt the Non-Compliance of SEBI ICDR Regulations
and seek permission for Listing of Equity Shares on 19th March, 2025. Further, in the said
waiver application, the Company mentioned about Allottees readiness to disgorge the
proRSits of Rs. 27,48,246.92/- to NSE Investor Education Protection Fund ("NSE
IEPF"). NSE vide its letter dated 29th May, 2025 granted Listing Approval for the
said 1,00,000 equity shares allotted to Soham pursuant to conversion of warrants issued on
preferential basis. Advisory letter dated 29th May, 2025 was also issued by NSE to be
careful in future and exercise due diligence while submitting further applications to the
Stock Exchange. 

viii. Regulation 167(6) of SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018 

Mukeshkumar HUF and Ms. Khushi Jain, the non-promoter allottees to the 2,00,000 equity
shares allotted pursuant to conversion of warrants issued on preferential basis, had dealt
in the equity shares of the Company during the period from 26th September, 2022 to 12th
December, 2022 (Sale-Purchase), resulting in non-compliance of said regulation. 

Directors Comments: The Company did verify the holding status of Mukeshkumar HUF
and Ms. Khushi Jain, the non-promoter allottees to the 2,00,000 equity shares pursuant to
conversion of warrants issued on preferential basis, as on: 

(i) the relevant date i.e. 12th August 2022; 

(ii) the date of RSiling an application seeking in-principle approval on 20th August,
2022 with Stock Exchanges before allotment of warrants; and 

(iii) the date of availing shareholders' approval i.e. 13th September, 2022. 

On receipt of Query from NSE while applying for Listing of 2,00,000 equity shares
allotted pursuant to conversion of warrants issued on preferential basis to Mukeshkumar
HUF and Ms. Khushi Jain, the Company applied for waiver request to exempt the
Non-Compliance of SEBI ICDR Regulations and seek permission for Listing of Equity Shares
on 13th January, 2025. Further, in the said waiver application, the Company mentioned
about Allottees readiness to disgorge the proRSits of Rs. 52,430/- to NSE Investor
Education Protection Fund ("NSE IEPF"). NSE vide its letter dated 29th May, 2025
granted Listing Approval for the said 2,00,000 equity shares allotted to Mukeshkumar HUF
and Ms. Khushi Jain pursuant to conversion of warrants issued on preferential basis.
Advisory letter dated 29th May, 2025 was also issued by NSE to be careful in future and
exercise due diligence while submitting further applications to the Stock Exchange. 

Further, the Board of Directors of the Company has appointed Ms. Shreya Shah,
Practicing Company Secretary (M. No. 39409/CoP: 15859), as the Secretarial Auditor of the
Company for the period of 5 (RSive) consecutive years from Financial year 2025-26 till
Financial year 2029-30 to carry out the audit of secretarial and related records of the
Company, subject to the approval of Shareholders in the ensuing Annual General Meeting of
the Company. 

The Company has received consent letter along with peer reviewed certiRSicate from Ms.
Shreya Shah to act as the Secretarial Auditor for conducting an audit of the secretarial
records of the Company for the period of 5 (RSive) consecutive years. 

Annual Secretarial Compliance Report 

The Annual Secretarial Compliance Report for the Financial Year 2024-25 issued for all
applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder
by Ms. Shreya Shah has been submitted to the Stock Exchanges and is annexed and marked as 'Annexure
III' to this Report. 

d) Internal Auditor & their reports 

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts)
Rules, 2014, the Company has appointed M/s. Paresh Kapasi & Associates, Chartered
Accountants as the Internal Auditors of the Company. 

The Internal Audit reports are reviewed by the Audit Committee on a periodic basis. 

e) Reporting of fraud by Auditors 

During the FY under review, the Auditors of the Company have not identiRSied or
reported any fraud as speciRSied under Section 143(12) of the Act to the Audit Committee. 

19. INTERNAL FINANCIAL CONTROLS 

The Company has in place adequate internal RSinancial controls system, commensurate
with the size, scale and complexity of its operation. The scope and authority of the
Internal Audit function is well deRSined. The Internal Auditor reports to the Chairman of
the Audit Committee. Based on the report of internal audit, management undertakes
corrective action in their respective areas and thereby strengthens the controls.
SigniRSicant audit observations and corrective actions thereon are presented to the Audit
Committee. 

The Audit Committee evaluates the efRSiciency and adequacy of the RSinancial control
system in the company and strives to maintain the standards in the Internal Financial
Control. 

20. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS 

Pursuant to Section 186 of the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014, disclosures on particulars relating to investments as on 31st March
2025 are given in the Notes to the Financial Statements. There are no loans given
guarantees issued, or securities provided by your Company in terms of Section 186 of the
Act, read with the Rules issued thereunder. 

21. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES: 

All transactions entered with related parties during the FY were in the ordinary course
of business and on arm's length pricing basis and do not attract the provisions of Section
188 of the Act. There were no materially signiRSicant transactions with the related
parties during the RSinancial year which were in conRSlict with the interest of the
Company and hence, enclosing Form AOC-2 is not required. Suitable disclosure as required
by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.


22. SHARE CAPITAL: 

Allotment of Equity shares on conversion of warrants issued on preferential basis 

During the FY under review, the Company allotted 24,00,000 fully paid-up Equity Shares
of the Company on conversion of 24,00,000 warrants issued on preferential basis to
Promoters, Promoter group and Persons belonging to Non- Promoter public category, in
tranches. 

Buy Back of Securities/ Sweat Equity/Employees Stock Option Plan 

During the FY under review, the Company has neither issued any Sweat Equity Shares or
Bonus shares, nor has it bought back any of its securities, nor has it provided any stock
option scheme to the employees. 

23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO: 

The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under section 134(3)(m) of the Act read with Rule 8(3) of
the Companies (Accounts) Rules, 2014, is annexed herewith and marked as "Annexure-IV"
. 

24. PARTICULARS OF EMPLOYEES: 

Disclosures pertaining to remuneration and other details as required under section
197(12) of the Act read with Rule 5(1) and 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are forming part of the Directors'
Report for the year ended 31st March, 2025 and are attached to this Report and marked as "Annexure
V" . 

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014, there
are no employees drawing remuneration in excess of the limits set out in the said rules. 

25. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION 

AND REDRESSAL) ACT, 2013 

The Company has always believed in providing a safe and harassment free workplace for
every individual working in the Company's premises through various practices and always
endeavors to provide an environment that is free from discrimination. All employees are
treated with dignity with a view to maintain a work environment free of sexual harassment
whether physical, verbal or psychological. The Company also ensures all allegations of
sexual harassment are investigated and dealt with effectively and appropriately. 

Your Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the RSinancial year ended 31st March, 2025,
the Company has not received any complaints of sexual harassment. 

The following is a summary of sexual harassment complaints received and disposed of
during the year: (a) Number of complaints pending at the beginning of the year: Nil (b)
Number of complaints received during the year: Nil (c) Number of complaints disposed o
during the year: Nil (d) Number of cases pending for more than 90 days: Nil (e) Number of
cases pending at the end of the year: Nil 

25. COMPLIANCE ON MATERNITY BENEFIT ACT, 1961 

The provisions of Maternity BeneRSit Act, 1961 were not applicable to the Company
during FY 2024-25. 

26. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND 

BANKRUPTCY CODE, 2016 (IBC, 2016) DURING THE YEAR ALONG WITH STATUS AT THE END OF
THE 

FINANCIAL YEAR 

The Company has not made any application nor any proceeding is pending against the
company under IBC, 2016. 

27. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE
TIME 

SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS AND FINANCIAL 

INSTITUTIONS ALONG WITH REASONS THEREOF 

Since the Company has not entered into any One Time Settlement with Banks or Financial
Institutions, furnishing details in this regard, is not applicable. 

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS 

There were no signiRSicant and material orders passed by the regulators or courts or
Tribunals impacting the going concern status and Company's operation in future. 

29. STATUTORY COMPLIANCE 

The Company has complied with all the statutory requirements. A declaration regarding
compliance with the provisions of the various statutes is also made by the Managing
Director. The Company ensures compliance with the Act, Listing Regulations and various
statutory authorities on a quarterly basis in the Board Meeting. 

Compliance with Secretarial Standards 

During the year under review, the Company has complied with all the applicable
mandatory Secretarial Standards. 

30. APPRECIATION & ACKNOWLEDGEMENTS 

The Board of Directors would like to express their sincere appreciation for the
commitment, dedication and hard work done by the employees of the Company and the positive
co-operation extended by Banks, Government Authorities, Customers and various other
stakeholders. The Board also wishes to place on record its deep gratitude towards the
shareholders for their continued support and conRSidence. 



  

    

    
For and on behalf of the Board of Directors 
  


  

    
Place: Mumbai 
    

  
  

    
Date: 30th May, 2025 
    
Yuvraj Malhotra 
  
  

    
Chairman & Managing Director 
  
  

    
DIN: 0022515