డైరెక్టర్ల నివేదిక Charms Industries Ltd.

Mar 31, 2025

Your Board of Director ("Board") present the Thirty Third (33^rd) Annual report of Charms Industries Limited for the financial year ended on March 31, 2025.

1. FINANCIAL PERFORMANCE

PARTICULARS	For The Year	For The Year
	Ended March 31,	Ended March
	2025 (Rs In	31, 2024 (Rs In
	Thousand)	Thousand)
Income	321.00	3895.40
Other Income	15.30	50.84
Total Income	336.30	3946.24
Less : Expenditure	(1786.60)	(5244.27)
Profit/Loss before Interest , Depreciation and tax	(1450.30)	(1298.03)
Less: Interest	0	0
Less : Depreciation & Amortization Cost	(7.76)	(32.92)
Profit/ Loss Before Tax	(1458.06)	(1330.94)
Less : Tax Expenses	5.16	(6.91)
Profit / Loss after Tax	(1463.22)	(1324.04)

The Financial Statements of the Company are prepared in accordance with Indian Accounting Standards (IND AS) including the Rulesnotified under the relevant provisions of the Companies Act, 2013, form part of the Annual Report and Accounts.

2. HIGHLIGHTS OF FINANCIAL SUMMERY

During the year under review, the company has incurred a loss of '' 1463.22 thousand, which has been increased as compared to the last F.-Y. 2024-25 i.e. ''1324.04 thousand.

3. DIVIDEND

Since the company incurred loss during the year ended on March 31, 2025, the Board of Directors has not recommended any dividend for the year.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

5. RESERVES

The Company has not transferred any amount to Reserves.

6. CHANGE OF REGISTERED OFFICE

During the year under review, there was no change in address of registered office of the Company.

7. SHARE CAPITAL

The Authorized share capital of the Company is '' 4,50,00,000 consisting of 45,00,000 Equity Shares of '' 10 each. The Issued, Subscribed and paid-Up Capital of the Company is '' 4,10,61,000 consisting of 41,06,100 Equity Shares of '' 10 each.

During the year under review, there was no change in the Authorized Share Capital, Issued, Subscribed and Paid-up capital of the Company.

8. SCHEME OF ARRANGEMENT

The Board of directors in their Board Meeting held on 01.07.2023 has approved the Draft Scheme of Capital Reduction under Section 66 read with applicable rule & regulations and other applicable provisions of the Companies Act, 2013 subject to the necessary approvals.

This Scheme provides for undertaking of capital reduction of Charms Industries Limited (hereinafter referred as "CIL or "the Company"), whereby the paid-up share capital of the "CIL" shall be reduced from '' 4,10,61,000/- divided into 41,06,100 Equity Shares of '' 10/- each fully paid-up to '' 41,06,100/- divided into 41,06,100 equity shares of Re.1/-each fully paid-up and that such reduction be effected by cancelling the paid up capital amounting to '' 3,69,54,900 which has lost or is unrepresented by available tangible assets. Further, the Company also propose to cancel the capital reserve account of'' 31,46,530 by adjustment in debit balance of Profit & Loss Account and therefore the total amount of adjustment in debit balance of Profit & Loss Account is aggregating to '' 4,01,01,430, subject to all necessary approvals.

The reduction will be to the extent of '' 9/- per share upon each of the 41,06,100 equity shares which have been issued by reducing the paid-up value of all the shares in the capital of the Company from '' 10/- per share to Re.1/- per share. The debit balance of Profit & LossAccount of the Company will be written off to the extent of amount of the aforesaid reduction of share capital and Capital Reserve.

Further, the Scheme of Reduction of Capital does not result in any benefits to the Promoter / Promoter Group/Group Companies as there is no Change in percentage (%) of their shareholding.

The Company has received Observation Letter dated July 01, 2024 from the BSE Limited with ''no adverse observation'' in the Scheme of Capital Reduction Capital between Charms Industries Limited and its Shareholders.

The Special Resolution has been passed with the consent of Shareholders in the last AGM held on Monday, September 23, 2024 for capital reduction of the company in which the company proposes to reduce 90% of the subscribed, issued and paid-up equity Capital of theCompany and the Capital Reserve of the Company. Further the Company has filed application vide application no. CP 4 of 2025 to the NCLT for the approval of Capital reduction however the Case is under process before NCLT.

9. LISTING

The Equity Shares of the Company are continued to be listed and actively traded on the Bombay Stock Exchange Limited (BSE). The company has paid listing fees to the Stock Exchanges (BSE).

10. DEMATERIALIZATION OF SHARES:

As on March 31, 2025, there were 32,27,960 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 78.61% of the total issued, subscribed and paid-up capital of the Company.

11. SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES

The Company does not have any Subsidiary/Associate/Joint venture Companies.

12. CHANGE IN NATURE OF BUSINESS

The company is engaged in business of agriculture produce. The company deals in all or any types of products of agricultural, horticulture, herbals, industrial products, consumer products, consumer durables, building materials, pharmaceuticals, engineering, chemicals, petro-chemicals, rubber, plastics, polymers, textile, all type of precious metals, metal ferrous and non-ferrous metal products, stones, semiprecious stones, precious stones of all shapes, specifications and varieties.

The company has commenced new business line of trading and dealing Sponge iron as covered in the main object clause of the company along with existing business activities from the year starting on 1^st April, 2024.

Earlier the Company was engaged as Full Fledge Money Changer (FFMC), however due to cancellation of the registration/ license of FFMC by the Reserve Bank of India by order dated February 15, 2022 (Ref.:AMD.FED.EP.No.S801/13.76.258/2021-22) , the Company discontinued the business of money changer.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The boards consist of adequate number of directors as per the Companies act 2013, SEBI Regulations, and other applicable laws.

A. Composition of Board

Name of Directors	Designation	Category	No. of Board Meeting Held	No. of Board Meeting Attended
SHIVKUMAR RAGHUNANDAN CHAUHAN	Managing Director	Promoter, Executive	5	5
NEHALBEN SHIVKUMAR CHAUHAN	Director	Promoter, NonExecutive	5	5
PARTH SHIVKUMAR CHAUHAN	Director	Promoter, Executive	5	5
HARSHAD SHANTILAL GANDHI	Chairman & Independent Director	Non-Executive, Independent	5	5
NISHIT MADHAVBHAI RUPAPARA	Independent Director	Non-Executive, Independent	5	5

B. Retirement by rotation

In accordance with the provisions of the Articles of Association of the Company and Companies Act, 2013, Ms. Nehalben Shivkumar Chauhan (DIN: 02901331) retires by rotation and being eligible have offered herself for reappointment.

C. Changes in the Board during the year: There is no change During the year

D. Declaration of Independent Director:

Mr. Harshad S. Gandhi (DIN: 01056779) and Mr. Nishit M. Rupapara (DIN:02859031) are the existing Independent Directors in the Company and the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the time being in force).

E. Evaluation of Board''s Performance

Pursuant to provisions of the Companies Act and the Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, performance of the Chairman, the Committees and independent Directors without Participation of the relevant Director. The Nomination and Remuneration Committee of the Board continuously evaluates the performance of the Board and provides feedback to the Chairman of the Board. The independent directors had a separate meeting without the presence of any non-independent directors and management and considered and evaluated the Board''s performance, performance of the Chairman and other non-independent directors and shared their views with the Chairman. The Board had also separately evaluated the performance of the Committees and independent directors without participation of the relevant director.

F. Profile of Directors Seeking Appointment / Reappointment

As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Directors retiring and seeking reappointment at the ensuing Annual General Meeting is annexed to the notice convening 33^rd Annual General Meeting.

14. NUMBER OF MEETINGS OF THE BOARD

Regular meetings of the Board are held to discuss and decide on various business policies, strategies, financial matters and other businesses. During the year, the Board duly met Five (5) times on 28.05.2024, 07.06.2024, 14.08.2024, 14.11.2024, 14.02.2025 in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

15. STATE OF THE COMPANY''S AFFAIRS

The state of the Company affairs forms an integral part of Management Discussion and Analysis Report is furnished in "Annexure-B" and is attached to the report.

16. ANNUAL RETURN AS PER SECTION 92(3) OF COMPANIES ACT, 2013.

In terms of Section 92 (3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company shall be available on the website of the Company at www.charmsindustries.co.in.

17. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) of the Companies Act, 2013, your Directors confirm:

i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

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

iii) That the Directors had 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 for preventing and detecting fraud and other irregularities;

iv) That the Directors had prepared the annual accounts on a going concern basis.

v) That the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi) 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;

18. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS

1. AUDIT COMMITTEE:

The Board of the Company has constituted an Audit Committee at the Board level. The Audit Committee at the Board level acts as a link between the Statutory Auditors, Internal Auditor, the Management and the Board of Directors and overseas the Accounting Policies and Practices, Financial Reporting Process, Financial Statements, Reports of Auditors.

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013 as applicable along with other terms as referred by the Board of Directors. The terms of reference of the Audit Committee are broadly as under:

• Oversight of the Company''s Financial Reporting Process and the disclosure of its Financial Information to ensure that the Financial Statement is correct, sufficient and credible;

• Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

• Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;

• Examination and reviewing, with the Management, the Annual Financial Statements and Auditors'' Report thereon before submission to the Board for approval, with particular reference to:

i. Matters required to be included in the Director''s Responsibility Statement to be included in the Board''s report in terms of Section 134 (3)(c) of the Act;

ii. Changes, if any, in the Accounting Policies and Practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by Management;

iv. Significant adjustments made in the Financial Statements arising out of audit findings;

v. Compliance with listing and other legal requirements relating to Financial Statements;

vi. Disclosure of any Related Party T ransactions;

vii. Qualifications in the draft Audit Report;

• Reviewing with the Management, the quarterly Financial Statements before submission to the Board for approval;

• Review and monitor the Auditors'' independence and performance and effectiveness of audit process;

• Approval or any subsequent modification of transactions of the Company with Related Parties;

• Scrutiny of Inter - Corporate Loans and Investments;

• Evaluations of Internal Financial Controls and Risk Management Systems;

• Reviewing with the Management, performance of Statutory and Internal Auditor and adequacy of the internal control systems;

• Reviewing the adequacy of internal audit function and discussion with Internal Auditors of any significant findings and follow upthere on;

• Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

• Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

• T o review the functioning of the Whistle Blower Mechanism;

• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

• Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision

• Consider and comment on rationale, cost benefits and impacts of schemes involving merger, demerger, amalgamation etc., on the listing entity and its shareholders.

The Committee comprises of 3 Directors, out of which 2 are Independent Directors. Mr. Dileep Panchal, Company Secretary of the Company acted as a Secretary of the Committee. All the Members of the Audit Committee have Financial, Accounting and Management expertise. The board of directors has accepted all recommendations of the Audit Committee during the year.

Name of the Directors	Category of directorship	Position	No. of Meeting Held	No of meeting attended
Mr. Harsad S. Gandhi	Independent and NonExecutive	Chairman	4	4
Mr Nishit M. Rupapara	Independent and NonExecutive	Member	4	4
Mr Shivkumar R. Chauhan	Promoter and Managing Director	Member	4	4

Meetings:

During the year, 4(Four) meeting of the committee was held on 28.05.2024, 14.08.2024, 14.11.2024, 14.02.2025. The necessary quorum was present at the Meetings.

2. NOMINATION AND REMUNERATION COMMITTEE:

The Board of the Company has constituted a Nomination & Remuneration Committee at the Board level. The scope of the activities of the Nomination & Remuneration Committee is in compliance with Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015read with Section 178 of the Companies Act, 2013.

The broad terms of reference of Nomination and Remuneration Committee includes

• Determination and recommendation of criteria for appointment of Executive, Non-Executive and Independent Directorsto the Board;

• Review and approval of compensation / remuneration payable to Senior Management Personnel, Relatives of Directors,Executive and Non-Executive Directors etc. and recommend to the Board for their approval;

• Succession planning for Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment of Directors / Independent Directors based on laid down criteria;

• Examination and evaluation of performance of the Board of Directors and Senior Management Personnel including Key Managerial Personnel based on criteria approved by the Board;

The remuneration has been paid as approved by the Board, in accordance with the approval of the Shareholders and within the overall ceiling prescribed under Section 197 and 198 of the Companies Act, 2 013. The Committee comprises of 3 Directors, out of which 2 are Independent Directors. Mr. Dileep Panchal, Company Secretary of the Company acted as a Secretary of the Committee.

Name of the Directors	Category of Directorship	Position	Number of meeting held	Number of meeting attended
Mr. Harshad S. Gandhi	Independent nonexecutive	Chairman	2	2
Mr Nishit M. Rupapara	Independent nonexecutive	Member	2	2
Mrs. Nehal S. Chauhan	Promoter, non-executive	Member	2	2

Meetings:

During the Year, 2 (Two) meeting of the committee was held on 14.08.2024, 14.02.2025

The Board has on the recommendation of Nomination and Remuneration Committee framed a policy on director''s appointmentand remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for Directors, Key Managerial Personnel and Other Employees.

Policy on Directors'' Appointment & Remuneration

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The said policy is accessible on the Company''s official website at www.charmsindustries.co.in

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company.

Annual Evaluation of Board, Committees and Individual Directors:

Pursuant to the provisions of the Act, Listing Regulations, 2015 and the Remuneration Policy of the Company, the Board ofDirectors/ Independent Directors/ Nomination and Remuneration Committee (as applicable) has undertaken an evaluationof its own performance, the performance of its Committees and of all the individual Directors including the Chairman of the Board of Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meetings and the functioning of its Committees. Such evaluation is presented to the Nomination and Remuneration Committee and the Board of Directors (as applicable).

Directors express their satisfaction with the evaluation process

The Committee while evaluating the performance of the Non-Executive Independent Directors may take into consideration various factors including:

• Attendance and Participation at the Board Meetings, Committee Meetings and Annual General Meeting;

• Other Directorship held by the Non-Executive Independent Directors;

• Input in strategy decisions;

• Review of Financial Statements, risks and business performance;

• Time devoted toward discussion with Management;

• Active participation in long-term strategic planning;

3. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has constituted a Stakeholders'' Relationship Committee (“SRC”) pursuant to the provisions of Section 178 ofthe Companies Act, 2013and Regulation 20 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Stakeholders Relationship Committee is responsible for the satisfactory redressal of investor complaints and recommends measures for overall improvement in the quality of investor services.

The Stakeholders Relationship Committee looks into various issues relating to shareholders/investors including:

• Transfer and transmission of shares held by shareholders in physical format;

• Shareholder''s Compliant viz non-receipt of dividend, annual report, shares after transfer, delays in transfer of shares etc.;

• Status of dematerialization/rematerialization of shares;

• Issue of duplicate share certificates;

• Monitor and Track redressal of Investor complaints;

• Oversee the performance of the Company''s Registrar and Transfer Agents;

• Review of measures taken for effective exercise of voting rights by Shareholders;

• Suggest measures for improvement upgrade the standard of services to investors from time to time;

• Carry out any other function as is referred by the board from time to time or enforced by any statutory modification/ amendment or modification as may be applicable;

The Company''s shares are compulsorily traded in the de-materialized form. Based on the delegated powers of the Board, Directors/ officers/RTA approves the application / request for transfers / transmission / demat / remat of shares, deletion of name, duplicate share certificate etc. on a regular basis and the same is reported at the next meeting of the Committee, normally held every quarter.

The Committee comprises of 3 Directors, out of which 1 are Independent Directors. Mr Dileep Panchal,

Company Secretary of the Company acted as a Secretary of the Committee.

NAME OF THE DIRECTORS	CATEGORY OF DIRECTORSHIP	Position	Number of meetings held	Number of meetings attended
Mr. Harshad S. Gandhi	Independent nonexecutive	Chairman	1	1
Mr Shivkumar R. Chauhan	Promoter and Managing Director	Member	1	1
Mr Parth Shivkumar Chauhan	Executive	Member	1	1

Details of Investor''s grievances/ Complaints:

The Company has not received any complaints during the year. The pending complaints of the Shareholders/Investors registered with SEBI at the end of the current financial year ended on 31st March, 2025 are NIL. Mr. Dileep Panchal is the Company Secretary and Compliance Officer of the Company for the above purpose.

Meeting of stakeholders relationship committee The Committee duly met 01(one) times on 07.06.2024

19. INDEPENDENT DIRECTORS MEETING:

The Independent Directors of the Company met during the year on 07.06.2024 without the attendance of nonIndependent Directors and members of the Board.

The Independent Directors reviewed the performance of the non-independent Directors and Board as whole. the performance of the Chairman taking into account the views of executive Directors and non-executive Directors and assessed the quality, quantity and timeline of flow of information between company management and board.

20. AUDITORS

The matters related to Auditors and their Reports are as under:

A. Statutory Auditors:

M/s. Ashit N Shah & Co., Chartered Accountants (FRN: 100624W), were appointed as the Statutory Auditors of the Company for a tenure of 4 (Four) years, to hold office from the conclusion of the 29^th AGM held until the conclusion of the ensuing AGM. tenure of Statutory Auditors concludes at this ensuing AGM.

The Company has received confirmation from the Statutory Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Act and the firm satisfies the criteria specified in Section 141 of the Act read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014.

The Board of Directors of the Company on the recommendation of the Audit Committee has re-appointed M/s. Ashit N Shah & Co as the Statutory Auditors of the Company pursuant to Section 139 of the Act for a second term 5 (five) years to hold office from the conclusion of the ensuing AGM till the conclusion of 38^th AGM of the Company to be held in the year 2023, subject to approval by the Members at the ensuing AGM.

The Board recommends to seek consent of its members at the ensuing AGM on re-appointment of BSR as Statutory Auditors for tenure of 5 (five) years, to examine and audit the accounts of the Company during the said period.

The Statutory Auditor''s report does not contain any qualifications, reservations, adverse remarks or disclaimers, which would be required to be dealt with in the Boards'' Report.

B. Cost Auditor:

As the cost audit is not applicable to the Company, therefore the Company has not appointed the Cost Auditor pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.

Further, maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records are not made and maintained.

C. Internal Auditor

The Board of Directors was on the recommendation of Audit Committee, and pursuant to the provision of Section 138 of the Companies Act 2013 appointed Mr. Paresh Popatlal Joshi as an Internal Auditor of the Company

D. Secretarial Auditor:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. Vishwas Sharma & Associates, Practicing Company Secretaries had been appointed to issue Secretarial Audit Report for the Period ended on 31^st March, 2025.

The Board of Director appointed M/s. Vishwas Sharma & Associates, practicing company secretary as secretarial auditor of the Company for F.Y. 2024-2025.

• Secretarial Audit Report :

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. Vishwas Sharma and Associates, Company Secretaries had been appointed to issue Secretarial Audit Report for the Period ended on March 31, 2025. Secretarial Audit Report issued by M/s. Vishwas Sharma and Associates,, Company Secretaries for the year ended on March 31, 2025 in Form MR-3 attached and marked as Annexure "A” for the period under review, forms part of this report.

The said report contains observation or qualification which is mentioned as below:

Qualification	Explanations
According to the Regulation 31(2) of the SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015, the listed entity has to ensure that hundred percent of the shareholding pattern of the promoters has to be in dematerialised form and company has failed to keep their certain percentage of shareholding in dematerialised form.	The board would like to clarify that the company has approached the concern promoter various time and she assured the company to finish the process of dematerialisation.
b)The Company had failed to comply with regulation 30 under SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015. Further, SEBI has issued show cause notice on the company for repeated non-compliance of regulation 30 under SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.	The board would like to clarify that the nondisclosure was unintentional, inadvertent in nature with no malafide intention and the company has assured that the same error will not be repeated in future instances. Further, the company has provided its reply to show cause notice on June 06, 2024 showing cause as to why inquiry against the company should not be

Further, SEBI passed Adjudicating order for violation under regulation 30(3) ,4(1)(a) & (b) and (6) read with clause 2(b) of Para B of Part A of Schedule III of LODR Regulations, 2015 read with clause 2.2 of Part B of SEBI circular CIR/CFD/1CMD/4/2015 date September 09, 2015 vide letter dated 04.02.2025 imposing fine on the Company

held and also appeared before the SEBI in the hearing conducted on June 25, 2024 and made all the necessary submission. Further, The SEBI has imposed fine of Rs. 100000 for the repeated Non-Compliance under regulation 30 under SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 Vide Adjudicating order letter dated February 04, 2025 and Company has paid the same on February 12,2025 via NEFT.

21. GREEN INITIATIVE

The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the Companies and has issued Circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its members.

As a responsible corporate citizen, the Company welcomes and supports the ''Green Initiative'' undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report, amongst others, to shareholders at their e-mail address previously registered with the DPs and RTAs.

Shareholders who have not registered their e-mail addresses so far are requested to do the same. Those holding shares in demat formcan register their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with the RTA.

22. COMPANY SECRETARY:

M r Dileep Panchal is appointed as whole time company secretary and Compliance Officer of the company.

23. ESTABLISHMENT OF VIGIL MECHANISM

The company has in place a vigil mechanism pursuant to which a Whistle Blower Policy is also in vogue. Whistle Blower Policy coveringall stakeholders including employees and directors of the company is hosted on companies'' website http://www.charmsindustries.co.in

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACT IN THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operation in future.

25. RISK MANAGEMENT:

The Company does not have any Risk Management Policy or any statement concerning development and implementation of risk management policy of the company as the elements of risk threatening the Company''s existence is very minimal.

26. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable

Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The Company confirms Compliance with the applicable requirements of Secretarial Standards 1 and 2.

27. CORPORATE GOVERNANCE:

As per the provisions of SEBI (Listing Obligations and Disclosures requirement) Regulation, 2015, the annual report of the listed entity shall contain Corporate Governance Report and it is also further provided that if the Company is not having the paid up share capital exceeding '' 10 crore and Net worth exceeding '' 25 crore, the said provisions are not applicable. As our Company does not have thepaid up share capital exceeding '' 10 crore and Net worth exceeding ''25 crore, the Corporate Governance Report is not applicable and therefore not provided by the Board.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provision of section 135(1) of Companies Act 2013 i.e. Corporate Social Responsibility is not applicable on the company. Therefore the company has not constituted CSR committee.

29. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made there under, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. Your Directors declared and confirm that, during the year under review, there is no case filed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by the Company.

30. Statement on Compliance with the Maternity Benefit Act, 1961

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, including provisions relating to maternity leave, benefits, and protection of employment for women employees.

31. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company believes in the conduct of its affairs in a fair and transparent manner to foster professionalism, honesty, integrity and ethical behavior in its employees & stakeholders. The Company has adopted a Whistle Blower Policy as a part of vigil mechanism. Also, the Code of Business Conduct (Code) lays down important corporate ethical practices that shape the Company''s value system and business functions and represents cherished values of the Company.

32. STATEMENT OF FORMAL ANNUAL EVALUATION

Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board member''s contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which the board

papers and other documents are prepared and furnished.

33. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit function is defined in the Internal Audit Manual. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. The Internal Audit also includes both physical as well as online transaction audit. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

34. MATERIAL DEVELOPMENTS IN HUMAN RESOURCE

Our Company considers its Human Resources as the key to achieving its objectives. We firmly believe that a well-planned Human Resource Management program tailored to our organization and staff can significantly improve our business''s bottom line.

Our teams are integral to our business. We have embraced a culture of excellence and meritocracy to nurture our people. We believein selecting the right talent, training them, and instilling in them the spirit of our employees. We focus on developing a superior workforce so that both the organization and individual employees can accomplish their work goals in service to customers. Our aim is to achieve advanced flexibility, innovation, competitive advantage, and improved business performance. The employees are sufficiently empowered, and such a work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the company''s vision. Our company appreciates the spirit of its dedicated employees.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under the Listing Agreement with stock exchanges is annexed as a separate” Annexure "B" forming part of this Report.

36. LISTING

The Equity Shares of the Company are listed on Bombay Stock Exchange. The company has paid annual listing fees to the StockExchange for the year 2025-26, further the Company is regular in compliances of various clauses and regulations of the Listing Agreement and/or LODR.

37. PARTICULARS REGARDING EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Report and marked as Annexure- "C". No employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

38. DEPOSITS

During the year under review, the Company has not accepted or renewed any deposits within the meaning of Section 73 and 76 of the Companies Act 2013 read with the Companies (Acceptance deposits Rules), 2014. There was no deposit which remained unclaimed and unpaid at the end of the year.

39. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES PURSUANT TO SECTION 188(1) OF THE COMPANIES ACT, 2013:

There were no contracts or arrangements or transactions with any related parties which could be considered material in accordance with the policy of the Company during the year under review. Hence, the Company is not required to disclose details of the related party transactions in Form AOC-2 pursuant to clause (h) of subsection (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

40. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The company has not made any loans, guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013 during the financial period under review.

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

A. Conservation of Energy:

I. the steps taken or impact on conservation of energy: Nil

ii. The steps taken by the company for utilizing alternate sources of energy: None

iii. The capital investment on energy conservation equipment''s: Nil

B. Technology Absorption:

I. the efforts made towards technology absorption: None

ii. The benefits derived like product improvement, cost reduction, product development or import substitution: None

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

a) The details of technology imported: None

b) The year of import: N.A.

c) Whether the technology has been fully absorbed: N.A.

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A.

iv. The expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earning & Outgo:

i) Foreign Exchange Earning: NIL

ii) Foreign Exchange Outgoing: NIL

42. DIRECTOR''S DISQUALIFICATION

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

43. INSOLVENCY AND BANKRUPTCY CODE:

During the Financial Year ended on March 31, 2025, there is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

44. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THEFINANCIAL YEAR TO WHICH THISE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

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

45. GENERAL:

a. Your Company has not issued any equity shares with differential rights as to dividend, voting or otherwise; and

b. Your Company does not have any ESOP scheme for its employees/Directors

46. ACKNOWLEDGEMENT

Your Directors place on record the valuable co- operation and assistance extended by Reserve Bank of India, Western Union Financial services Inc., Government Authorities, Bankers, lending Institutions, suppliers and Customers during the year under review. Your Directors also place on record their appreciation for the committed services of the executives and staff of the Company.

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Mar 31, 2014

Dear MEMBERS,

The Directors present the TWENTY SECOND ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2013-14 ended on 31st March, 2014.

Financial RESULTS:

(Amount in Rs.) 2013-14 2012-13

Total income (Net) 2,97,87,895 3,58,25,212 Total Expenditure 2,90,88,161 3,49,07,486 Gross Profit / (Loss) 6,99,734 9,17,726 Less: Depreciation 1,91,614 1,70,310 Provision for taxation 1,70,000 2,40,000 Profits / (Loss) after Tax 3,38,120 5,07,416

OPERATIONS:

Despite keen competition in the field of Foreign Exchange business, the Company was able to maintain the sales of foreign currency of Rs 233.23 Lacs this year as against Rs. 294.63 Lacs for the previous year. The profit after tax for the year has increased to Rs.3,38 Lacs as against Rs.5.07 Lacs for the previous year.

DIVIDEND:

to conserve the resources for the future requirement of the company, your directors have not recommended any dividend for the year.

FIXED DEPOSITS:

During the year under report, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act, 1956 are applicable.

PARTICLUARS REGARDING EMPLOYEES:

During the year under report, none of the employees was in receipt of remuneration exceeding the limit prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

The details as required under Section 217 1 (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 in respect of Conservation of Energy, Technology Absorption are not applicable.

B. FOREIGN EXCHANGE EARNING & OUTGO :

Foreign Exchange Earning : NIL

Foreign Exchange Outgo : NIL

DIRECTORS RESPONSIBILITY STATEMENT:

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

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

ii. that 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 31st March, 2014 being end of the financial year 2013-14 and of the Profit of the Company for the year.

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

iv. that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

The Report on Corporate Governance required under Clause 49 of the Listing Agreements is annexed.

DIRECTOR:

Shri Nishit M. Rupapara, Directors of the Company, is liable to retire by rotation and being eligible offers themselves for re-appointment.

The Board of your Company recommends their re-appointment as Director under the category of liable to retire by rotation. Mr. Ketan N. Shah, Dr. Nayan C. Shah, Mr. Sandip R. Shah and Mr. Ashokkumar R. Patel have resigned on 30/05/2014, the board has taken on record the valuable services and advices given by them during their tenure as Directors of the Company.

DIRECTOR''S COMMENTS ON AUDITORS QUALIFICATION & ADVERSE REMARKS IN AUDITORS REPORT:

The Auditors has made qualifications and marked adversely in their Report under the head (OPINION)The Directors comment of the on these qualifications and the specific remark Auditors under the head (OPINION) of the Auditors'' Report for non-provision of doubtful loans and advances amounting Rs.39,60,663/- which are cumulative amounts given as loan in last 5/6 years (except Rs.6.00 lacs given during the year), the Board of your Company like to inform you that the management of the Company is taking all steps required including legal action for their recovery. The Management of your Company is hopeful for the recovery of the outstanding loans and advances given by the Company, out of its surplus funds and therefore they have been treated as good of recovery and has not provided for doubtful loans and advances. The Management hereby assures that once all the efforts to recover the outstanding amount fails, necessary provisions for doubtful loans and advances will be done in the Books of the Company.

The notes and remarks of Auditors'' are self-explanatory.

AUDITORS:

The present Auditors of the Company M/s. Praful N. Shah, Chartered Accountants, Ahmedabad were appointed as Auditors and will retire at the ensuing Annual General Meeting. M/s. Praful N. Shah, Chartered Accountants, have submitted certificate for their eligibility for appointment under Section 139 of the Companies Act, 2013. Board of Directors of your Company favour their re-appointment as Auditors of the Company and such re-appointment if done, shall be upto the conclusion of next Annual General Meeting of the Company.

COMPLIANCE CERTIFICATE:

The Company has obtained Compliance Certificate under the provisions of section 383A of the Companies Act, 1956 from M/s Khandelwal Devesh & Associates, Company Secretaries, Ahmedabad and the same is attached with this Report as annexure.

LISTING:

The Shares of the Company are listed on the Stock Exchanges at Ahmedabad and Mumbai. Listing fees for the year 2014-15 has been paid to Bombay Stock Exchange and Ahmedabad Stock Exchange.

ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for the assistance and co-operation extended by Promoters, Banks, Government Authorities, Employees and Shareholders.

For and on behalf of the Board Shivkuamr R Chauhan Place : Ahmedabad Chairman & Managing Director Date : 11/08/2014 (DIN : 00841729)

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Mar 31, 2013

To, The Members,

The Directors present the TWENTY FIRST ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2012-13 ended on 31st March, 2013.

FINANCIAL RESULTS:

(Amount in Rs.)

2012-13 2011-12

Total income (Net) 3,58,25,212 3,91,99,634

Total Expenditure 3,49,07,486 3,82,62,365

Gross Profit / (Loss) 917726 937269

Less:

Depreciation 170310 192180

Provision for taxation 240000 240000

Profits / (Loss) after Tax 507416 505089

OPERATIONS:

Despite keen competition in the field of Foreign Exchange business, the Company was able to maintain the sales of foreign currency of Rs 29,463,097/- this year as against Rs. 28,724,289/- for the previous year. The profit after tax for the year has increased to Rs. 5,07,416/- as against Rs. 5,05,089/- for the previous year.

DIVIDEND:

To conserve the resources for the future requirement of the company, your directors have not recommended any dividend for the year.

FIXED DEPOSITS:

During the year under report, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act, 1956 are applicable.

PARTICLUARS REGARDING EMPLOYEES:

During the year under report, none of the employees was in receipt of remuneration exceeding the limit prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

The details as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 in respect of Conservation of Energy, Technology Absorption are not applicable.

B. FOREIGN EXCHANGE EARING & OUTGO :

Foreign Exchange Earning : NIL Foreign Exchange Outgo : NIL DIRECTORS RESPONSIBILITY STATEMENT:

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

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

ii. that 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 31st March, 2013 being end of the financial year 2012-13 and of the Profit of the Company for the year.

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

iv. that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

The Report on Corporate Governance required under Clause 49 of the Listing Agreements is annexed.

DIRECTOR:

Mr Harsad Shantilal Gandhi and Mr Dahyabhai Bhavanjibhai Sachania, Directors of the Company, are liable to retire by rotation and being eligible offers themselves for re-appointment.

The Board of your Company recommends their re-appointment as Director under the category of liable to retire by rotation.

AUDITORS:

The present Auditors of the Company M/s. Praful N. Shah, Chartered Accountants, Ahmedabad were appointed as Auditors and will retire at the ensuing Annual General Meeting. M/s. Praful N. Shah, Chartered Accountants, have submitted certificate for their eligibility for appointment under Section 224(1B) of the Companies Act, 1956. Board of Directors of your Company favour their re-appointment as Auditors of the Company and such re-appointment if done, shall be upto the conclusion of next Annual General Meeting of the Company.

OBSERVATIONS OF AUDITORS'' / AUDITORS'' REPORT:

The notes and remarks of Auditors'' are self-explanatory. The specific remarks of the Auditors under para 4(f) of the Auditors'' Report for non-provision of non-recovery of loan and advance thereon have already been explained in details in Para No. 6 of Notes 16 forming parts of Accounts for the year 31.03.2013. The Management further likes to clarify that the outstanding old loan amounting to Rs.20,16,674/- as on 31/03/2013 seems good for recovery and also trying to recover and very positive for the same, therefore no provision has been done in the Books of the Company. Further, the outstanding security deposit of Rs.2,74,411/- with Stock Exchange, seems recoverable to Management of the Company. The Management hereby assures that once all the efforts to recover the outstanding amount fails, necessary provisions will be done in the Books of the Company.

COMPLIANCE CERTIFICATE:

The Company has obtained Compliance Certificate under the provisions of section 383A of the Companies Act, 1956 from M/s Khandelwal Devesh & Associates, Company Secretaries, Ahmadabad and the same is attached with this Report as annexure.

LISTING:

The Shares of the Company are listed on the Stock Exchanges at Ahmadabad and Mumbai. Listing fees for the year 2013-14 has been paid to Bombay Stock Exchange and Ahmadabad Stock Exchange.

ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for the assistance and co-operation extended by Promoters, Banks, Government Authorities, Employees and Shareholders.

For and on behalf of the Board

Place : Ahmadabad Shivkuamr R Chauhan

Date : 14/08/2013 Chairman & Managing Director

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Mar 31, 2012

The Directors present the TWENTIETH ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2011-12 ended on 31st March, 2012.

FINANCIAL RESULTS: (Rs. in Lacs) As On As On 31.03.2012 31.03.2011

Profit of the year 9.37 12.92

Less: Depreciation 1.92 2.42

Profit Before Taxation(PBT) 7.45 10.50

Less: Provision for Taxation 2.40 3.50

Profit After Tax (PAT) 5.05 7.00

Less:- Extraordinary Item(Loss of Investment and Bed Debts Written Off) - -

Net Profit/(Loss) 5.05 7.00

Add. Profit brought forward (246.88) (253.88)

Surplus available for appropriation (241.83) (246.88)

OPERATIONS:

Despite keen competition in the field of Foreign Exchange business, the Company was able to maintain the sales of foreign currency of Rs 28,724,289/- this year as against Rs.30,547,369/- for the previous year. The profit after tax for the year has decreased to Rs.505,089/- as against Rs.700,398/- for the previous year.

DIVIDEND:

to conserve the resources for the future requirement of the company, your directors have not recommended any dividend for the year.

FIXED DEPOSITS:

During the year under report, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act, 1956 are applicable.

PARTICULARS REGARDING EMPLOYEES:

During the year under report, none of the employees was in receipt of remuneration exceeding the limit prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

The details as required under Section 217 1 (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors)Rules, 1988 in respect of Conservation of Energy, Technology Absorption are not applicable.

B. FOREIGN EXCHANGE EARING & OUTGO :

Foreign Exchange Earning : NIL

Foreign Exchange Outgo : NIL

DIRECTORS RESPONSIBILITY STATEMENT:

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

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

ii. that 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 31st March, 2012 being end of the financial year 2011-12 and of the Profit of the Company for the year.

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

iv. that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

The Report on Corporate Governance required under Clause 49 of the Listing Agreements is annexed.

AUDITORS

The present Auditors of the Company M/s. Praful N. Shah, Chartered Accountants', Ahmedabad were appointed as Auditors and will retire at the ensuing Annual General Meeting. M/s. Praful N. Shah, Chartered Accountants, have submitted certificate for their eligibility for appointment under Section 224(1B) of the Companies Act, 1956. Board of Directors of your Company favour his re-appointment as Auditors of the Company and such re-appointment if done, shall be upto the next Annual General Meeting of the Company.

OBSERVATIONS OF AUDITORS'/AUDITORS' REPORT:

The notes and remarks of Auditors' are self-explanatory. The specific remarks of the Auditors for non-provision of non- recovery of loan and advance thereon have been explained in details in Para No. 6 of Notes 16 forming parts of Accounts for the year 31.03.2012. The Management has taken appropriate action to recover such outstanding amount and assume the said amount as recoverable and therefore the provision for the same has not been done during the year.

COMPLIANCE CERTIFICATE:

The Company has obtained Compliance Certificate under the provisions of section 383A of the Companies Act, 1956 from M/s Khandelwal Devesh & Associates, Company Secretaries, Ahmedabad and the same is attached with this Report as annexure.

LISTING:

The Shares of the Company are listed on the Stock Exchanges at Ahmedabad and Mumbai. Listing fees for the year 2012-13 has been paid to Bombay Stock Exchange and for Ahmedabad Stock Exchange.

ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for the assistance and co-operation extended by Promoters, Banks, Government Authorities, Employees and Shareholders.

For and on behalf of the Board

Shivkuamr R Chauhan Chairman & Managing Director

Place : Ahmedabad Date : 08/08/2012

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Mar 31, 2011

The Directors present the NINETEENTH ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2010-11 ended on 31st March, 2011.

1. FINANCIAL RESULTS :

(Rs. in Lacs)

As on As on 31.03.2011 31.03.2010

Profit of the year 12.92 10.81

Less: Depreciation 2.42 2.22

Profit Before Taxation(PBT) 10.50 8.59

Less: Provision for Taxation 3.50 2.60

Profit After Tax (PAT) 7.00 5.99

Less:- Loss of Investment and Bad Debts Written Off 272.67

Net Profit/(Loss) 7.00 (266.68)

Add. Profit brought forward (253.88) 12.79

Surplus available for appropriation (246.88) (253.89)

OPERATIONS :

Despite keen competition in the field of Foreign Exchange business, the Company was able to maintain the sales of foreign currency of Rs 3,05,47,369/- this year as against Rs.3,02,44,803/- for the previous year. The profit after tax for the year has increased to Rs.7,00,398/- as against Rs.5,99,204/- for the previous year.

DIVIDEND:

To conserve the resources for the future requirement of the company, your directors have not recommended any dividend for the year.

FIXED DEPOSITS:

During the year under report, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act, 1956 are applicable.

PARTICLULRS REGARDING EMPLOYEES:

During the year under report, none of the employees was in receipt of remuneration exceeding the limit prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

The details as required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors)Rules, 1988 in respect of Conservation of Energy, Technology Absorption are not applicable.

DIRECTORS RESPONSIBILITY STATEMENT:

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

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

ii. that 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 31st March, 2011 being end of the financial year 2010-11 and of the Profit of the Company for the year.

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

iv. that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

The Report on Corporate Governance required under Clause 49 of the Listing Agreements is annexed.

AUDITORS

The present Auditors of the Company M/s. Praful N. Shah, Chartered Accountants', Ahmedabad were appointed as Auditors and will retire at the ensuing Annual General Meeting. M/s. Praful N. Shah, Chartered Accountants, have submitted certificate for their eligibility for appointment under Section 224(1B) of the Companies Act, 1956.

OBSERVATIONS OF AUDITORS / AUDITORS' REPORT:

The notes and remarks of Auditors' are self-explanatory. The specific remarks of the Auditors for non-provision of non- recovery of loan and advance and Interest thereon have been explained in details in Para No. B-6 of Notes forming parts of Accounts for the year 31.03.2011. The Management of your Company consider the said due amount as recoverable and are hopeful for the same and therefore the provision for the same has not been done during the year.

LISTING:

The Shares of the Company are listed on the Stock Exchanges at Ahmedabad and Mumbai. Listing fees for the year 2010- 11 has been paid to Bombay Stock Exchange and for Ahmedabad Stock Exchange it is outstanding.

ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for the assistance and co-operation extended by Promoters, Banks, Government Authorities, Employees and Shareholders.

For and on behalf of the Board Place : Ahmedabad Shivkumar R. Chauhan

Date :12/08/2011 Chairman & Managing Director

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Mar 31, 2010

The Directors present the EIGHTEENTH ANNUAL REPORT together with the Audited Statement of Account for tho Financial Year 2009-10 ended on 31st March, 2010.

1. FINANCIAL RESULTS :

(Rs. in Lacs)

As on As on 31.03.2010 31.03.2009

Profit of the year 10.81 7.13

Less: Depreciation 2.22 2.80

Profit Before Taxation(PBT) 8.59 4.33

Loss: Provision for Taxation 2.60 1.50

Profit After Tax (PAT) 5.99 2.83

Less:- Loss of Investment and Bed Debts Written Off 272.67 -

Net Profit/(Loss) (266.68) -

Add. Profit brought forward 12.79 9.96

Surplus available for appropriation (253.89) 12.79



OPERATIONS :

Despite keen competition in tho field of Foreign Exchange business, the Company was able to maintain tho sales of foreign currency of Rs 3,02,44,803/- tnis year as against Rs.6,12,02,330/- for tho previous year. The profit after tax for the year has increased to Rs.5,99,204/- as against Rs.2,82,899/- for tho previous year.

DIVIDEND:

To conserve the resources for tho future requirement of the company, your directors have not recommended any dividend for the year.

FIXED DEPOSITS:

During the year under report, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act, 1956 are applicable.

PARTICLULRS REGARDING EMPLOYEES:

During the year under report, none of tho employees was in receipt of remuneration exceeding tho limit proscribed under Section 217 (2A) of the Companies Act, 1956, road with tho Companies (Particulars of Employees) Rules, 1975, as amended.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

The details as required under Section 217 1 (e) of the Companies Act, 1956, road with the Companies (Disclosure of Particulars in the report of Board of Directors)Rules, 1988 in respect of Conservation of Energy, Technology Absorption are not applicable.

B. FOREIGN EXCHANGE EARING & OUTGO :

Foreign Exchange Earning : NIL

Foreign Exchange Outgo : NIL

DIRECTORS :

Mr. Ketan N. Shah was appointed, through Postal Ballot, as Managing Director w.e.f. 8,h March, 2010 for a period of 5 years after complying with Section 192A(2) of the Companies Act, 1956 and Regulation 12 of Securities and Exchange Board of India (substantial Acquisitions of Shares and Takeovers) Regulation, 1997.

Mr. Sandip R. Shah, Dr. Nayan C. Shah and Mr. Ashokkumar fl. Patel were appointed, through Postal Ballot, as Directors w.e.f. 8lh March, 2010 tor a period of 5 years after complying with Section 192A(2) of the Companies Act, 1956 and Regulation 12 of Securities and Exchange Board of India (substantial Acquisitions of Shares and Takeovers) Regulation, 1997.

Two of your Directors Mr. Harshad Gandhi and Mr. Dahyabhai B. Sachaniya retires by rotation in terms of the Articles of Association of the Company, they however, being eligible, offers themselves for reappointment.

CHANGE OF CONTROL:

During the year (w.e.f. 8,h March, 2010), through Postal Ballot, the Company has approved change of Control of Management in favour of Mr. Ketan Shah & Mr. Sandip Shah after complying with Section 192A(2) of the Companies Act, 1956 and Regulation 12 of Securities and Exchange Board of India (substantial Acquisitions of Shares and Takeovers) Regulation, 1997.

DIRECTORS RESPONSIBILITY STATEMENT:

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

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

ii. that 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 31s1 March, 2010 being end of the financial year 2009-10 and of the Profit of the Company for the year.

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

iv. that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

The Report on Corporate Governance required under Clause 49 of the Listing Agreements is annexed.

AMENDMENTS OF MAIN OBJECTS OF THE COMPANY:

The Main Object Clause of the Company mentioned in Memorandum pf Association of the Company has been amended, through Postal Ballot, by deleting existed clause 1, 3, and 4 relating to ceramics and bio fuel and inserting two new clauses 2 and 3 relating to Information Technology (Software and Hardware).

AUDITORS

The present Auditors of the Company M/s. Praful N. Shah, Chartered Accountants, Ahmedabad were appointed as Auditors and will retire at the ensuing Annual General Meeting. M/s. Praful N. Shah, Chartered Accountants, have submitted certificate for their eligibility for appointment under Section 224(1 B) of the Companies Act, 1956.

OBSERVATIONS OF AUDITORS / AUDITORS REPORT:

The notes and remarks of Auditors are self-explanatory. The specific remarks of the Auditors for non-provision of non- recovery of loan and advance and Interest thereon have been explained in details in Para No. 6 (i) of Notes forming parts of Accounts for the year 31.03.2010. The Management of your Company consider the said due amount as recoverable and are hopeful for the same and therefore the provision for the same has not been done during the year.

COMPLIANCE CERTIFICATE :

The Company has obtained Compliance Certificate under the provisions of section 383A of the Companies Act, 1956 from M/s Khandelwal Devesh & Associates, Company Secretaries and the same is attached with this Report as annexure.

LISTING:

The Shares of the Company are listed on the Stock Exchanges at Ahmedabad and Mumbai. Listing fees for the year 2010- 11 has been paid to Bombay Stock Exchange and for Ahmedabad Stock Exchange it is outstanding.

ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for the assistance and co-operation extended by Promoters, Banks, Government Authorities, Employees and Shareholders.

For and on behalf of the Board

Place : Ahmedabad Shivkumar R. Chauhan

Date : 13/08/2010 Chairman

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Mar 31, 2009

The Directors present the SIXTEENTH ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2008-09 ended on 31st March, 2009:

1, FINANCIAL RESULTS :

(Rs. In Lacs)

As on As an 31.03.2009 31.03.2008

Profit of the year 7.13 6.78

Less: Depreciation 2.80 2.98

Profit Before Taxation(PBT) 4.33 3.81

Less: Provision tor Taxation 1.50 1.25

Prodi After Tax (PAT) 2.83 2.56

Add. Profit brought forward 9.96 7.40

Surplus available for appropriation 12.79 9.96

OPERATIONS :

Despite keen competition in the field of Foreign Exchange business, the Company was able to maintain the sales of foreign Currency of Rs612.02 Lacs this year as against Rs 639-45 Lacs for the previous year. The profit after tax for the year increased marginally 10 Rs.2.83 lacs as against Rs.2.56 lacs far the previous year. The management is trying to improve the same and is hopeful for the same. The Board is also negotiating with other thousands for the diversification of present activity.

DIVIDEND:

To conserve the resources for the future requirement of the company, your directors have not recommended any dividend for the year.

FIXED DEPOSITS:

During the year under report, me Company has not accepted any deposit in which the provision of Section 58A of the Companies Ad. 1956 are applicable.

PARTICLULRS REGARDING EMPLOYEES:

During the year under upon, none of the employees was in receipt of remuneration exceeding the limit prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1973, as attended.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

The details as required under Section 517 1 (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 in respect of Conservation of Energy. Technology Absotption are not applicable,

B. FOREIGN EXCHANGE EARING & OUTGO : Foreign Exchange Earning : NIL

Foreign Excnange Outgo : NIL

DIRECTORATE:

Since the last Annual Report Mr. Dinesh M. Patel and Mr Kanayalal M.Thakor, ceased to be Directors of the Company due to their death on 28/03/2008 and 17/05/2009 respectively. The Board has placed on record its grief for the demise of these two directors and appreciated for the valuable services tendered ana me contribution made by them.

One of your Directors Mr. Shivkumar Chauhan retires by rotation in terms of the Articles of Association of the Company. He however, being eligible, offers himself for reappointment.

Mr. Nishit Ropapara appointed as an Additional Director of the Company w e.f 31st August 2009" and to continue his appointment as Director of the Company your Board has proposed necessary resolution. He is MBA with Finance and having around 3 years of experience of management finance and administration., his appointment as Director will benefit the Company The Board recommends his appointment as Director of the Company,

DIRECTORS RESPONSIBILITY STATEMENT:

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

I, that in the preparation of the annual accounts, the appllicable accounting standards have been tallowed along with proper explanation relating to material departures.

II. that the Directors have selected such accounting policies and applied them consistently and made Judgments and estimates that are reasonable and prudent, so as the give a true and fair view of the state of affairs of the Company at 31st March, 2009 being end of the financial year 2008-09 and of the Profit of the Company for the year.

III. that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and delecting fraud and other irregularities.

IV. That the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:.

The Report on Corporate Governance required under Clause 49 of the Listing Agreement is annexed.

AUDITORS

The present Auditors of the Company M/s. Praful N. Shah, Chartered Accountants, Ahmedabad were appointed as Auditors and will retire at the ensuing Annual General Meeting. M/s. Praful N. Shah, Chartered Accountants, have submitted certificate tor their eligibility for appointment under Section 224(1B) of the Companies Act, 1956. The notes and remarks of Auditors are self-explanatory.

OBSERVATIONS OF AUDITORS/ AUDITORS REPORT:

The notes and remarks of Auditors are self-explanatory. The specific remarks of the Auditors for non-provision of value loss of Investment, Non-recovery of loan and advance and interest thereon and non-recovery of advances given for plant and machinery have been explained in details in Pare No. 6 (i).(ii) and (iii) of Notes tormina parts of Accounts for the year 31.03.2009.

LISTING:

The Shares of the Company are listed on the Stock Exchanges at Ahmedabad and Mumbai. Listing fees for the year 2009 10 has been paid to Bombay and Ahmedabad Exchange.

ACKNOWLEDGEMENT;

Your Directors express their sincere gratitude for the assistance and co-operation extended by promoters, Banks, Government Authorities, Employees, and Shareholders.

Registered Office: By Order of the Board

108-B/109, Sampada Building. For,Charms Industries Ltd. B/h. A. K. Patel House, Mithakali Six Roads,

Navrangpura, Ahmedabad-360009. Shivkumar R. Chauhan

DATE :31/08/2009. Chairman

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Mar 31, 2003

The Directors have pleasure in presenting the 11th Annual Report along with Audited Statements of Accounts for the financial year ended 31st March 2003.

FINANCIAL RESULTS OF OPERATIONS :-

(Rs. IN LACS)

2001-2002 2002-2003

Sales of Foreign Currency 401.07 265.49

Sales of Govt. Stationary & Other 9.01 2.55

Interest Income / Misc. Income 23.26 23.45

Purchases 397.44 261.81

Administrative & Other Expenses 23.03 23.40

Profit Before Depreciation & Taxation 6.35 5.10

Depreciation 3.08 2.88

Profit Before Taxation 3.27 2.22

Provision for Income Tax 1.20 0.75

Profit After Tax 2.07 1.47

Adjustment of Earlier Year 1.68 —

Add. Balance brought forward 0.20 0.59

Balance Brought to Balance Sheet 0.59 2.05



PERFORMANCE REVIEW & FUTURE ACTICITY

Your Directors regret to Inform you that after the disturbance in U.S.A. the forein exchange Business has been down to some extent. As a result, against the sales of Rs. 401.07 lacs of foreign currency which was in last year, the same is only Rs. 265.49 lacs this year, which has effected the profit of the current year.

Like-wise the orders from postal autorities are also not received this year.

The new business of airtel celluler phones are found satisfactory.

The Directors are hopeful to have the good business in the next year.

The Investment of surpuls money have earned interest of Rs. 23.19 lacs.

DIRECTORS

Director Shri Shivkumar R. Chauhan and Sanat V. Shah retire by rotation. Being elibigle they offer themselves for re-efection.

FIXED DEPOSITES

The company has not invited any Fixed Deposits from the public during the year under report.



NOTICE ON ACCOUNTS :-

The auditors observation and relevant notes on the accounts are self-explanatory and there fore, do not call for further comments.

AUDITORS

The Companys auditors M/s Parful N. Shah & Co. Chartered Accountments will retire at the ensuring Annual General Meeting, but being eligible, offer themselves for re- appointment. The members are requested to appoint the auditors for the current year and to fix their remuneration.

EMPLOYEES

There were no employees in the company drawing of more then Rs. 24,00,000/- p.a. or Rs. 2,00,000/- p.m. during the year as required to be reported u/s 217 (2A) of the Companies Act, 1956.

The relation with the employees of the Company remained cordial & the Directors wish to record their appreciation of their dedicated services with the company.

CONSERAVATION OF ENERGY, TECHNOLOGY ABSORTION AND FOREIGN EARNINGS AND OUT GO:

The partuculars of the above matters, as required to be reported u/s 217 (2A) of the Companies Act, 1956 are no applicable to the company

DIRECTORS RESPONSIBILITY STATMENT

In accordance with the provision of Section 217 (2AA) of the Companies Act, 1956, your directors state that :

1. In the preparation of accounts, the application accounting standards have been followed.

2. Accounting policies selected were applices consistently. Reasonable & prudent judgements and estimates were made so as to give a true and fair view of the state of affairs of the company as of March, 31, 2003 and of the profit of the company for the year ended on that date.

3. Proper and sufficient care has been taken for the maintenance of adequte accounting records in accordence with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fauds and other irregularities.

4. The annual accounts of the company have been prepared on a going concern basis.

ACKNOWLEDGEMENT

The Board of Directors wishes to thank the Bankers and the employees of the company for extending their co-operation and continues support of the company.

BY ORDER OF THE BOARD

SHIV KUMAR R. CHAUHAN

CHAIRMAN & MANAGING DIRECTOR

Place : Ahmedabad

Date : 21-5-2003