డైరెక్టర్ల నివేదిక Manglam Global Corporations Ltd.

Mar 31, 2025

Your Directors are pleased to present their 46^th Annual Report on the state of affairs of the Company
together with the Audited Financial Statement (Standalone) of Accounts and the Auditors’ Report of
Manglam Global Corporations Limited (Formerly known as Kshitij Investments Limited) [“the Company’]
for the year ended 31^st March, 2025.

1. FINANCIAL RESULTS

The Company Financial Performance (Standalone) for the financial year ended on 31st March, 2025
under review is given hereunder:

PARTICULARS	Standalone Financial Statements
	2024-2025	2023-2024
Net Sales /Income from Business Operations	38842.21	-
Other Income	378.78	226.29
Total Income	39220.99	226.29
Less: Total Expenses	38789.99	2,382.89
Profit/(Loss) before Exceptional Item and tax	431	-2,156.60
Less: Exceptional Item	-	-
Profit/(Loss) before tax	431	-2,156.60
Less: Current Income Tax	-	-
Less: Deferred Tax	-	-
Net Profit/(Loss) after Tax	431	-2,156.60
Earning per share (Basic)	0.137	-0.684
Earning per Share (Diluted)	0.137	-0.684

2. REVIEW OF OPERATIONS

During the year under review, the Standalone total Income was Rs. 39220.99 (thousand) against
Rs. 226.29 (thousand) for the corresponding previous year.

Total Comprehensive profit for the period was Rs. 431 (thousand) as against the loss of Rs. -
2,156.60 thousand in the corresponding previous year.

The Company is deploying its resources in the best possible way to increase business volumes
and plans to achieve increased business.

3. DIVIDENDS

In order to conserve resources for future growth and expansion, the Directors do not recommend any
dividend on equity share capital of the Company for the Financial Year ended on 31st March, 2025.

4. TRANSFER TO RESERVES

As no transfer to any reserve is proposed, the entire balance available in the statement of profit
and loss is retained in it.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND
PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no
dividend declared and paid last year.

6. CHANGE IN THE NATURE OF THE BUSINESS

Pursuant to change in Management there are few changes in the nature of business which are as
follows:

The new set of Memorandum of Association as per Companies Act, 2013 with change of main
object of the Company has been adopted by the Shareholders at the AGM held on August, 13th
2024. The changes in the main object of the Company are as follows:

Clause III of the MOA be altered by substituting PART A with the following:

1. To manufacture, process, market, trade, import, export, improve, sell Agri and Non- Agri
commodities, food products, fast moving consumer good (FMCG) and other related products
which inter alia include but is not limited to grains, pulses, spices, vegetables, herbs and other
food items derived from agricultural or farming activities.

2. To carry on in India and elsewhere the business of manufacturing, processing, marketing,
trading, importing, exporting, improving, selling Agri and Non- Agri commodities, food products,
fast moving consumer good (FMCG) and other related products which inter alia include but is not
limited to grains, pulses, spices, vegetables, herbs and other food items derived from agricultural
or farming activities.”

Note: PART B containing objects incidental or ancillary to the attainment of the main object will
be altered accordingly.

7. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required in terms of the Listing Regulations is
annexed to the report as Annexure I and is incorporated herein by reference and forms an integral
part of this report.

8. BUSINESS OUTLOOK

The Directors are under the process of exploring other avenues of diversifying into new areas of
business. With new management company is going into major transformation in current and
coming financial years and will explore new markets and business opportunities as per the Main
objects of the Company.

9. SHARE CAPITAL

As on 31^st March, 2025, the Authorised share capital of the Company is Rs. 3,20,00,000/- (Rupees
Three Crore Twenty Lakh only) divided into 32,00,000 (Rupees Thirty Two Lakhs) Equity Shares
of Rs 10/- (Rupees Ten only) each; and Issued, Subscribed and Paid up share capital of the
Company is Rs. 3,15,24,000/- (Rupees Three Crore Fifteen Lakh Twenty-Four Thousand only)
divided into 31,52,400 (Thirty-One Lakh Fifty-Two Thousand Four Hundread only) Equity
Shares of Rs. 10/- (Rupees Ten only) each. The Company has only one class of equity shares
having at par value of Rs. 10/- per share. Each holder of equity shares entitled to one vote per
share.

During the year, the Company''s authorized share capital was increased from Rs. 75,00,000
(7,50,000 shares of Rs. 10 each) to Rs. 3,20,00,000 (32,00,000 shares of Rs. 10 each).
Additionally, the Company issued 24,50,000 new Equity shares (ranking pari-passu with the
existing equity shares in the Company), which consequently increased the paid-up capital from
Rs. 62,94,000 (6,29,400 shares of Rs. 10 each) to Rs. 3,15,24,000 (31,52,400 shares of Rs. 10
each).

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Changes in Directors:

• Directors as on 31^st March, 2025

S. No.	Name of Director	DIN	Designation
1	Mr. Rohit Agrawal	06531456	Chairman, Executive Director
2	Mr. Rahul Agrawal	06532413	Managing Director
3	Ms. Suvarna Ramchandra Shinde	09751614	Independent Director
4	Ms. Krati Maheshwari	09611183	Independent Director
5	Ms. Anshika Goyal	10635687	Independent Director

• Pursuant to completion of open offer and takeover of the Company and change in promoters
and management in the Company, the Board of Directors at its meeting, have approved the
resignation of below Directors on 29/05/2024:

S. No.	Name of Director	DIN	Date of Cessation	Designation
1.	P ankaj Hiralal Raval	00288660	29/05/2024	Executive Director
2.	Dipika Agarwal	07584659	29/05/2024	Executive Director
3.	S anjib Dutta	08419495	29/05/2024	Independent Director
4.	Ramlakhan Shiv Singh	02898800	29/05/2024	Independent Director

• Based on the recommendation of the Nomination and Remuneration Committee and Pursuant
to completion of open offer and takeover of the Company and change in promoters and
management in the Company, the Board of Directors at its meeting, have approved
appointment of below Directors with effect from 29^th May, 2024 and who consequently were
re-appointed and regularised at the Annual General Meeting of the Company on 13 ^th August,
2024. Later, during the year, Mr Pranav Vinaykumar Rajkumar resigned from the position of
Director with effect from 30^th August, 2024

S. No.	Name of Director	DIN	Date of Appointment	Designation
1	Rohit Agrawal	06531456	29/05/2024	Additional Director/ Executive Director
2	Rahul Agrawal	06532413	29/05/2024	Additional Director / Executive Director
3	Krati Maheshwari	09611183	29/05/2024	Additional Director /Independent Director
4	Anshika Goyal	10635687	29/05/2024	Additional Director /Independent Director

5	Suvarna Shinde	Ramchandra	09751614	05/07/2023	Independent Director
6	Pranav Rajkumar	Vinaykumar	00289342	27/01/2023	Whole-time director/CFO

b) Key Managerial Personnel:

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the
Company as on 31^st March, 2025:

S.N o	Name of KMP	Designation
1	Mr. Aman Agrawal	Chief Financial Officer
3	Ms. Nalini Kankani	Company Secretary and Compliance officer

Pursuant to completion of open offer and takeover of the Company and change in promoters
and management in the Company, the Board of Directors at its meeting, have approved the
resignation of CS Nikunj Mahendrabhai Kanabar on 29/04/2024 and CFO Pranav
Vinaykumar Rajkumar on 11//07/2024 and appointed Cs Nalini Kankani on 29/05/2024 as
Company Secretary and Compliance officer and Mr. Aman Agrawal on 11/07/2025 as CFO
of the Company.

c) Declaration by Independent Director(s):

The company has received the necessary declaration from each Independent Directors in
accordance with Section 149 (7) of the Companies Apt 2013, that they meets the criteria of
independence as laid out in sub-section (6) of Section 149 of the Companies Act 2013 and
Regulation 16(1) (b) of the SEBI Listing Regulations.

All Independent Directors of the Company have affirmed compliance with the Schedule IV of the
Act and Company''s Code of Conduct for Directors and Senior Management.

All the Independent Directors of the Company have complied with the requirement of inclusion of
their names in the data bank of Independent Directors maintained by Indian Institute of Corporate
Affairs and they meet the requirements of proficiency self-assessment test.

d) Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR)
Regulations, 2015, the Board has carried out an annual performance evaluation of its own
performance, the directors individually as well as the evaluation of the working of its Committees.
The Directors expressed satisfaction with the evaluation process.

11. MEETINGS OF THE BOARD

During the year, 7 (Seven) Board Meetings were convened and held, the details of which are given
below. The intervening gap between the two consecutive meetings was within the period prescribed
under the Companies Act, 2013, Secretarial Standards and the SEBI (LODR) Regulations, 2015.

The Meetings that were held in the financial year 2024-2025:

S.No.	Meeting	Date
1.	Board Meeting	29/05/2024

2.	Board Meeting	11/07/2024
3.	Board Meeting	16/07/2024
4.	Board Meeting	08/08/2024
5.	Board Meeting	17/09/2024
6.	Board Meeting	13/11/2024
7.	Board Meeting	11/02/2025

12. MEETINGS OF THE INDEPENDENT DIRECTORS

During the Financial Year 2024-2025, 1 (One) Meetings of Independent Directors was held on
11/02/2025 without the attendance of Non-Independent Directors and members of the Management to
discuss and to review the performance of Non-Independent Directors and the Board as a whole and
assessed the quality, quantity and timeliness of flow of information between the Company
Management and the Board that is necessary for the Board to effectively and reasonably perform its
duties.

13. MEETINGS OF THE COMMITTEES

There are currently three committees of the Board, as following:

a. Audit Committee

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

During the Financial Year 2024-2025, 5 (five) Meetings were held on 29/05/2024, 11/07/2024,
08/08/2024, 13/11/2024, 11/02/2025. The time gap between any two meetings was not more than
4 months and the Company has complied with all the requirements as mentioned under the Listing
Agreement/SEBI (LODR) Regulations, 2015 and the Companies Act, 2013.

The composition of the Audit Committee is as under:

S.No.	Name	Category	Designation
1	Sanjib Dutta	Independent Director	Chairman
2	Ramlakhan Shiv Singh	Independent Director	Member
3	Suvarna Ramchandra Shinde	Independent Director	Member

Reconstitution of Audit Committee from 29/05/2024:

S.No.	Name	Category	Designation
1.	Suvarna Ramchandra Shinde	Independent Director	Chairman
2.	Krati Maheshwari	Independent Director	Member
3.	Anshika Goyal	Independent Director	Member

b. Nomination and Remuneration Committee

The Committee’s constitution and terms of reference are in compliance with provisions of section
178 of the Companies Act, 2013, Regulation 19 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to
time.

During the Financial Year 2024-2025, 3 (Three) Meetings were held on 29/05/2024, 11/07/2024
and 08/08/2024.

The composition of Nomination and Remuneration Committee constituted as under:

S.No.	Name	Category	Designation
1	Sanjib Dutta	Independent Director	Chairman
2	Ramlakhan Shiv Singh	Independent Director	Member
3	Suvarna Ramchandra Shinde	Independent Director	Member

Reconstitution of Nomination and Remuneration Committee from 29/05/2024:

S.No.	Name	Category	Designation
1.	Ms. Krati Maheshwari	Independent Director	Chairman
2.	Ms. Anshika Goyal	Independent Director	Member
3.	Ms. Suvarna Ramchandra Shinde	Independent Director	Member

c. Stakeholders Relationship Committee

The terms of reference are in line with Section 178 of the Companies Act, 2013 and Regulation 20
of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Committee reviews Shareholder’s/ Investor’s complaints like non-receipt
of Annual Report, physical transfer/ transmission/transposition, split/ consolidation of share
certificates, issue of duplicate share certificates etc. This Committee is also empowered to
consider and resolve the grievance of other stakeholders of the Company including security
holders.

During the Financial Year 2024-2025, 1 (One) Meeting was held on 11/02/2025
The composition of the Committee constituted as under:

S.No.	Name	Category	Designation
1	Sanjib Dutta	Independent Director	Chairman
2	Ramlakhan Shiv Singh	Independent Director	Member
3	Suvarna Ramchandra Shinde	Independent Director	Member

Reconstitution of Stakeholders Relationship Committee from 29/05/2024:

S.No.	Name	Category	Designation
1.	Ms. Krati Maheshwari	Independent Director	Chairman
2.	Ms. Anshika Goyal	Independent Director	Member
3.	Ms. Suvarna Ramchandra Shinde	Independent Director	Member

14. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a
policy for selection and appointment of Directors, Senior Management and their remuneration.

15. PARTICULARS OF EMPLOYEES

The provisions of Section 197 read with rule 5(2) & (3) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees to be
disclosed in the Report of Board of Directors are not applicable to the Company as none of the
employees was in receipt of remuneration in excess of Rs.1.20 Crore per year during the financial year
2024-25.

16. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) & 134(5) of the Companies Act, 2013, the Board of Directors of the
Company hereby confirms that:

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

(b) The directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of the profit and loss of the
company for that period;

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

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

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

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

17. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The company has no subsidiaries, joint ventures or associate companies. During the Financial Year, no
company ceased as Subsidiary, joint venture or associate of the company.

18. STATUTORY AUDITORS:

M/S DMKH & CO., Chartered Accountants (having Firm Registration Number: 116886W), Pune to
hold the office for the term of five years beginning from the conclusion of the 44^th Annual General
Meeting held on 7^th August, 2023 till the conclusion of the 49^th Annual General Meeting for FY 2027¬
2028 of the Company on such terms and remuneration as may be mutually agreed upon between the
said Auditors and Board of Directors of the Company”.

As required under the provisions of Section 139(1) and 141 of the Companies Act, 2013 read with the
Companies (Accounts and Auditors) Rules, 2014, the Company has received a written consent and
certificate from the auditors to the effect that they are eligible to continue as Statutory Auditor of the
Company.

19. AUDITORS’ REPORT

Explanation on Statutory Auditors comments:

The comments made in Auditors Report read with notes on accounts are self-explanatory and
therefore, in the opinion of the Directors, do not call for any further explanation.

20. SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under, M/s. Ravi Patidar and Associates,
Practicing Company Secretaries have been appointed Secretarial Auditors of the Company. The
Secretarial Audit Report forms part of Annual report as Annexure II.

21. INTERNAL FINANCIAL CONTROLS AND ADEQUECY

The Company has in place adequate internal financial controls with reference to the financial
statement. The Internal Audit of the Company is regularly carried out to review the internal control
systems and processes. The Audit Committee of the Board periodically reviews the internal control
systems with the management, Internal Auditors and Statutory Auditors. Significant internal audit
findings are discussed and follow-ups are taken thereon.

Further, Mr. Agrawal Aayush and Associates, Firm Registration number: 032918C have been
appointed as an Internal Auditor of the Company with effect from the Financial Year 2024-25.

22. EMPLOYEES’ STOCK OPTION PLAN

The Company has not provided stock options to any employee.

23. VIGIL MECHANISM

The company has formulated a Whistle Blower Policy to provide Vigil Mechanism for employees of
the company to report genuine concerns. The provisions of this policy are in line with the provisions
of the Section 177 (9) of the Act and the Listing Regulations.

24. RISK MANAGEMENT POLICY

The Company''s principal financial liabilities include trade and other payables. The Company''s
principal financial assets include cash and cash equivalents and others. The Company is exposed to
liquidity risk and market risk. The Company’s senior management oversees the management of these
risks. The Company''s senior management provides assurance that the Company’s financial risk
activities are governed by appropriate policies and procedures and that financial risks are identified,
measured and managed in accordance with the Company''s policies and risk objectives. Risk
management policy of the company has been placed on the Company website
https://manglamglobal.in Presently, Regulation 21 of the SEBI LODR with respect to Risk
Management Committee is not applicable to your Company.

25. CORPORATE GOVERNANCE

As stipulated vide regulation 15(2) of the SEBI (LODR) Regulations, 2015, the requirement of
furnishing report on corporate governance is not applicable to your Company as it’s paid up capital
and net-worth is below the threshold limit prescribed for the purpose.

26. DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of
principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year there is no loans and guarantees given and investments made under Section 186 of the
Companies Act, 2013.

28. RELATED PARTY TRANSACTIONS

All Related Party transactions that were entered into during the financial year under reference were on
the arm’s length basis and were in ordinary course of business and in compliance with the appli cable
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. There are no materially significant related party transactions
between the Company and the Promoters, Directors, Key Managerial Personnel, Subsidiaries, relatives
or other designated persons, which may have a potential conflict with the interest of the Company at
large. Accordingly, particulars of contracts or arrangements with related parties referred to in Section
188(1) along with the justification for entering into such contract or arrangement in form AOC-2 in
terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is not
applicable to the Company. Please refer Note 20 of Significant accounting policies and Notes to
accounts for related party transactions as per IND AS-24 and Schedule V of the SEBI (LODR) 2015 as
amended from time to time.

All Related Party Transactions were placed before the Audit Committee and have been approved by
the Board. Omnibus approval of Audit Committee is obtained for the transactions that are foreseen and
repetitive in nature.

Your Company has formulated a policy on related party transactions, which is also available on
Company’s website https://manglamglobal.in

29. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE

a. Conservation of Energy, Technology Absorption

Company has limited scope for undertaking energy conservation exercises, but nevertheless
continues to emphasize work practices that result in conservation of energy. At the offices of your
Company, special emphasis is placed on installation of energy-efficient lighting devices, use of
natural light as best as possible, and adoption of effective procedures for conservation of
electricity, water, paper and other materials that consume natural resources.

b. Technology absorption

The activities of the Company do not as such involve any technology absorption or expenditure on
research and development. Nonetheless, the Company''s endeavours would be to achieve what is
best possible in its business.

c. Foreign Exchange Earning and Outflow

During the year under review, there was no earning or outgoing in foreign exchange.

30. COST AUDIT

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable
provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014,
Cost Audit is not applicable to our Company.

31. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

Pursuant to Section 135 of the Companies Act, 2013, every company having net worth of rupees five
hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five
crore or more during any financial year shall constitute a Corporate Social Responsibility (CSR)
Committee of the Board. Your Company does not fall under the provisions of aforesaid Section;
therefore, CSR Committee has not been constituted.

32. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every
individual working in Company’s premises through various interventions and practices. The Company
always endeavours to create and provide an environment that is free from discrimination and
harassment including sexual harassment.

During the year, pursuant to the legislation ''Prevention, Prohibition and Redressal of Sexual
Harassment of Women at Workplace Act, 2013'' introduced by the Government of India, which came
into effect from 9 December 2013, the Company has framed a Policy on Prevention of Sexual
Harassment at Workplace. There was no case reported during the year under review under the said
Policy.

33. SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable
secretarial standards issued by The Institute of Company Secretaries of India and such systems are
adequate and operating effectively.

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

There are no significant and material orders passed by the Regulators / Courts / Tribunals which would
impact the going concern status of the Company and its future operations.

35. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY:

No material changes and commitments, affecting the financial position of the Company occurred
between the end of the Financial Year of the Company i.e., 31st March, 2025 and the date of this
Directors’ Report i.e., 14^th August, 2025 except as mentioned in this Report.

36. WEBSITE

As per Regulation 46 of SEBI (Listing, Obligation and Disclosure Requirements) Regulation, 2015,
the Company has maintained a functional website namely “ https://manglamglobal.in ” containing
basic information about the Company like: Details of business, financial information, shareholding
pattern, compliance, contact information of the designated officials of the Company who are
responsible for assisting and handling investor grievances for the benefit of all stakeholders of the
Company. The contents of the said website are updated on regular basis.

37. ACKNOWLEDGEMENT

The Board of Directors would like to acknowledge all its stakeholders and is grateful for the support
received from suppliers and business associates.

Your directors take this opportunity to place on record their appreciation and sincere gratitude to the
Government of India, Government of Maharashtra and the Bankers to the Company for their valuable
support and look forward to their continued co-operation in the years to come.

For and On Behalf of the Board of Directors

For Manglam Global Corporations Limited

(Formerly known as Kshitij Investments Limited)

Sd/- Sd/-

Rohit Agrawal Rahul Agrawal

Director Director

DIN: 06531456 DIN:06532413

Date: 14^th August, 2025
Place: Pipariya

---

Mar 31, 2024

Your Directors are pleased to present their 45 ^th Annual Report on the state of affairs of the Company
together with the Audited Financial Statement (Standalone) of Accounts and the Auditors’ Report of
Kshitij Invesments Limited [“the Company’] for the year ended 31^st March, 2024.

1. FINANCIAL RESULTS

The Company Financial Performance (Standalone) for the financial year ended on 31st March, 2024
under review is given hereunder:

(Amount in Thousand)

PARTICULARS	Standalone Financial Statements
	2023-2024	2022-2023
Net Sales /Income from Business Operations	-	-
Other Income	226.29	1,920.00
Total Income	226.29	1,920.00
Less: Total Expenses	2,382.89	1,065.84
Profit/(Loss) before Exceptional Item and tax	-2,156.60	854.16
Less: Exceptional Item	-	-
Profit/(Loss) before tax	-2,156.60	854.16
Less: Current Income Tax	-	-
Less: Deferred Tax	-	-
Net Profit/(Loss) after Tax	-2,156.60	854.16
Earning per share (Basic)	-0.684	1.357
Earning per Share (Diluted)	-0.684	1.357

2. REVIEW OF OPERATIONS

During the year under review, the Standalone Total Income was Rs. 226.29 (thousand) against
Rs. 1,920 (thousand) for the corresponding previous year.

Total Comprehensive loss for the period was Rs. 2,156.60 (thousand) as against the income of Rs.
854.16 thousand in the corresponding previous year.

The Company is deploying its resources in the best possible way to increase business volumes and
plans to achieve increased business.

3. DIVIDENDS

In order to conserve resources for future growth and expansion, the Directors do not recommend
any dividend on equity share capital of the Company for the Financial Year ended on 31st March,
2024.

4. TRANSFER TO RESERVES

As no transfer to any reserve is proposed, the entire balance available in the statement of profit and
loss is retained in it.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND
PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend
declared and paid last year.

6. CHANGE IN THE NATURE OF THE BUSINESS

No change in the nature of business activities during the year.

Pursuant to change in Management and with the aim to explore new markets and business
opportunities the Company is to adopt new Main object clause.

7. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required in terms of the Listing Regulations is
annexed to the report as Annexure I and is incorporated herein by reference and forms an integral
part of this report.

8. BUSINESS OUTLOOK

The Directors are under the process of exploring other avenues of diversifying into new areas of
business. With new management company is going into major transformation in current and coming
financial years and will explore new markets and business opportunities as per the Main objects of
the Company.

9. SHARE CAPITAL

As on 31^st March, 2024, the Authorised share capital of the Company is Rs. 3,20,00,000/- (Rupees
Three Crore Twenty Lakh only) divided into 32,00,000 (Rupees Thirty Two Lakhs) Equity Shares
of Rs 10/- (Rupees T en only) each; and Issued, Subscribed and Paid up share capital of the Company
is Rs. 3,15,24,000/- (Rupees Three Crore Fifteen Lakh Twenty-Four Thousand only) divided into
31,52,400 (Thirty One Lakh Fifty Two Thousand Four Hundread only) Equity Shares of Rs. 10/-
(Rupees Ten only) each. The Company has only one class of equity shares having at par value of
Rs. 10/- per share. Each holder of equity shares entitled to one vote per share.

During the year, the Company''s authorized share capital was increased from Rs. 75,00,000
(7,50,000 shares of Rs. 10 each) to Rs. 3,20,00,000 (32,00,000 shares of Rs. 10 each). Additionally,
the Company issued 24,50,000 new Equity shares (ranking pari-passu with the existing equity
shares in the Company), which consequently increased the paid-up capital from Rs. 62,94,000
(6,29,400 shares of Rs. 10 each) to Rs. 3,15,24,000 (31,52,400 shares of Rs. 10 each).

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Changes in Directors:

• Directors as on 31^st March, 2024

S.	Name of Director	DIN	Designation
No.

1	Pranav Vinaykumar Rajkumar	00289342	Whole-time director/CFO
2	Pankaj Hiralal Raval	00288660	Executive Director
3	Dipika Agarwal	07584659	Executive Director
4	Sanjib Dutta	08419495	Independent Director
5	Ramlakhan Shiv Singh	02898800	Independent Director
6	Suvarna Ramchandra Shinde	09751614	Independent Director

• Pursuant to completion of open offer and takeover of the Company and change in promoters
and management in the Company, the Board of Directors at its meeting, have approved the
resignation of below Directors on 29/05/2024:

S. No.	Name of Director	DIN	Date of Cessation	Designation
1.	P ankaj Hiralal Raval	00288660	29/05/2024	Executive Director
2.	Dipika Agarwal	07584659	29/05/2024	Executive Director
3.	S anjib Dutta	08419495	29/05/2024	Independent Director
4.	Ramlakhan Shiv Singh	02898800	29/05/2024	Independent Director

• Based on the recommendation of the Nomination and Remuneration Committee and Pursuant
to completion of open offer and takeover of the Company and change in promoters and
management in the Company, the Board of Directors at its meeting, have approved appointment
of below Directors with effect from 29^th May, 2024 and who consequently will be re-appointed
at the Annual General Meeting of the Company.

S. No.	Name of Director	DIN	Date of Appointment	Designation
1	Rohit Agrawal	06531456	29/05/2024	Additional Director/ Executive Director
2	Rahul Agrawal	06532413	29/05/2024	Additional Director / Executive Director
3	Krati Maheshwari	09611183	29/05/2024	Additional Independent Director /Independent Director
4	Anshika Goyal	10635687	29/05/2024	Additional Independent Director /Independent Director

b) Key Managerial Personnel:

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the
Company as on 31^st March, 2024:

S.No	Name of KMP	Designation
1	Pranav Vinaykumar Rajkumar	Whole-time director/CFO
3	Nikunj Mahendrabhai Kanabar	Company Secretary and Compliance officer

Pursuant to completion of open offer and takeover of the Company and change in promoters
and management in the Company, the Board of Directors at its meeting, have approved the
resignation of CS Nikunj Mahendrabhai Kanabar on 29/04/2024 and appointed CS Nalini
Kankani on 29/05/2024 as Company Secretary and Compliance officer of the Company.

c) Declaration by Independent Director(s):

The company has received the necessary declaration from each Independent Directors in
accordance with Section 149 (7) of the Companies Apt 2013, that they meets the criteria of
independence as laid out in sub-section (6) of Section 149 of the Companies Act 2013 and
Regulation 16(1) (b) of the SEBI Listing Regulations.

All Independent Directors of the Company have affirmed compliance with the Schedule IV of
the Act and Company''s Code of Conduct for Directors and Senior Management.

All the Independent Directors of the Company have complied with the requirement of inclusion
of their names in the data bank of Independent Directors maintained by Indian Institute of
Corporate Affairs and they meet the requirements of proficiency self-assessment test.

d) Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI
(LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its
own performance, the directors individually as well as the evaluation of the working of its
Committees. The Directors expressed satisfaction with the evaluation process. Further, all the
directors of the Company have confirmed that they satisfy the fit and proper criteria as
prescribed under the applicable regulations and that they are not disqualified from being
appointed as directors in terms of Section 164(2) of the Companies Act, 2013.

11. MEETINGS OF THE BOARD

During the year, 9 (Nine) Board Meetings were convened and held, the details of which are given
below. The intervening gap between the two consecutive meetings was within the period prescribed
under the Companies Act, 2013, Secretarial Standards and the SEBI (LODR) Regulations, 2015.

The Meetings that were held in the financial year 2023-2024:

S.No.	Meeting	Date
1.	Board Meeting	24/04/2023
2.	Board Meeting	21/06/2023
3.	Board Meeting	05/07/2023
4.	Board Meeting	12/07/2023
5.	Board Meeting	04/08/2023
6.	Board Meeting	17/10/2023
7.	Board Meeting	10/11/2023
8.	Board Meeting	13/02/2024
9.	Board Meeting	04/03/2024

12. MEETINGS OF THE INDEPENDENT DIRECTORS

During the Financial Year 2023-2024, 2 (Two) Meetings of Independent Directors were held on,
05/03/2024 and 30/03/2024 without the attendance of Non-Independent Directors and members of
the Management. On 05/03/2024 to discuss and review the open offer of Kshitij Invesments
Limited. On 30/03/2024 to review the performance of Non-Independent Directors and the Board as
a whole and assessed the quality, quantity and timeliness of flow of information between the

Company Management and the Board that is necessary for the Board to effectively and reasonably
perform its duties.

13. MEETINGS OF THE COMMITTEES

There are currently three committees of the Board, as following:

a. Audit Committee

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

During the Financial Year 2023-2024, 4 (four) Meetings were held on 24/04/2023, 04/08/2023,
10/11/2023, 13/02/2024. The time gap between any two meetings was not more than 4 months
and the Company has complied with all the requirements as mentioned under the Listing
Agreement/SEBI (LODR) Regulations, 2015 and the Companies Act, 2013.

The composition of the Audit Committee is as under:

S.No.	Name	Category	Designation
1.	Sanjib Dutta	Independent Director	Chairman
2.	Ramlakhan Shiv Singh	Independent Director	Member
3.	Pranav Vinaykumar Rajkumar	Whole Time Director	Member

Reconstitution of Audit Committee from 05/07/2023:

S.No.	Name	Category	Designation
1	Sanjib Dutta	Independent Director	Chairman
2	Ramlakhan Shiv Singh	Independent Director	Member
3	Suvarna Ramchandra Shinde	Independent Director	Member

Further, Audit Committee was reconstituted on 29/05/2024:

S.No.	Name	Category	Designation
1	Ms. Suvarna Ramchandra Shinde	Independent Director	Chairman
2	Ms. Krati Maheshwari	Additional Independent Director	Member
3	Ms. Anshika Goyal	Additional Independent Director	Member

b. Nomination and Remuneration Committee

The Committee’s constitution and terms of reference are in compliance with provisions of
section 178 of the Companies Act, 2013, Regulation 19 of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from
time to time.

During the Financial Year 2023-2024, 3 (Three) Meetings were held on 21/06/2023,
05/07/2023 and 17/10/2023.

S.No.	Name	Category	Designation
1	Sanjib Dutta	Independent Director	Chairman
2	Ramlakhan Shiv Singh	Independent Director	Member
3	Pranav Vinaykumar Rajkumar	Whole Time Director	Member

Reconstitution of Nomination and Remuneration Committee from 05/07/2023:

S.No.	Name	Category	Designation
1.	Sanjib Dutta	Independent Director	Chairman
2.	Ramlakhan Shiv Singh	Independent Director	Member
3.	Suvarna Ramchandra Shinde	Independent Director	Member

Further, Nomination and Remuneration Committee was reconstituted on 29/05/2024:

S.No.	Name	Category	Designation
1	Ms. Suvarna Ramchandra Shinde	Independent Director	Chairman
2	Ms. Krati Maheshwari	Additional Independent Director	Member
3	Ms. Anshika Goyal	Additional Independent Director	Member

c. Stakeholders Relationship Committee

The terms of reference are in line with Section 178 of the Companies Act, 2013 and Regulation
20 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Committee reviews Shareholder’s/ Investor’ s
complaints like non-receipt of Annual Report, physical transfer/ transmission/transposition,
split/ consolidation of share certificates, issue of duplicate share certificates etc. This
Committee is also empowered to consider and resolve the grievance of other stakeholders of
the Company including security holders.

During the Financial Year 2023-2024, 1 (One) Meeting was held on 13/02/2024
The composition of the Committee constituted as under:

S.No.	Name	Category	Designation
1	Sanjib Dutta	Independent Director	Chairman
2	Ramlakhan Shiv Singh	Independent Director	Member
3	Suvarna Ramchandra Shinde	Independent Director	Member

Further, Nomination and Remuneration Committee was reconstituted on 29/05/2024:

S.No.	Name	Category	Designation
1	Ms. Suvarna Ramchandra Shinde	Independent Director	Chairman
2	Ms. Krati Maheshwari	Additional Independent Director	Member
3	Ms. Anshika Goyal	Additional Independent Director	Member

14. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a
policy for selection and appointment of Directors, Senior Management and their remuneration.

15. PARTICULARS OF EMPLOYEES

The provisions of Section 197 read with rule 5(2) & (3) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees to be
disclosed in the Report of Board of Directors are not applicable to the Company as none of the
employees was in receipt of remuneration in excess of Rs.1.20 Crore per year during the financial
year 2023-24.

16. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) & 134(5) of the Companies Act, 2013, the Board of Directors of the
Company hereby confirms that:

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

(b) The directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent, so as to give a true and fair view of
the state of affairs of the company at the end of the financial year and of the profit and loss of
the company for that period;

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

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

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

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

17. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The company has no subsidiaries, joint ventures or associate companies. During the Financial Year,
no company ceased as Subsidiary, joint venture or associate of the company.

18. STATUTORY AUDITORS:

M/S DMKH & CO., Chartered Accountants (having Firm Registration Number: 116886W), Pune
to hold the office for the term of five years beginning from the conclusion of the 44^th Annual General
Meeting held on 7^th August, 2023 till the conclusion of the 49^th Annual General Meeting for FY

2027-2028 of the Company on such terms and remuneration as may be mutually agreed upon
between the said Auditors and Board of Directors of the Company”.

As required under the provisions of Section 139(1) and 141 of the Companies Act, 2013 read with
the Companies (Accounts and Auditors) Rules, 2014, the Company has received a written consent
and certificate from the auditors to the effect that they are eligible to continue as Statutory Auditor
of the Company.

19. AUDITORS’ REPORT

Explanation on Statutory Auditors comments:

The comments made in Auditors Report read with notes on accounts are self-explanatory and
therefore, in the opinion of the Directors, do not call for any further explanation.

20. SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under, M/s. Ravi Patidar and Associates,
Practicing Company Secretaries have been appointed Secretarial Auditors of the Company. The
Secretarial Audit Report forms part of Annual report as Annexure II.

21. INTERNAL FINANCIAL CONTROLS AND ADEQUECY

The Company has in place adequate internal financial controls with reference to the financial
statement. The Internal Audit of the Company is regularly carried out to review the internal control
systems and processes. The Audit Committee of the Board periodically reviews the internal control
systems with the management, Internal Auditors and Statutory Auditors. Significant internal audit
findings are discussed and follow-ups are taken thereon.

Further, M/s Agrawal Aayush and Associates, Firm Registration number: 032918C as an Internal
Auditor of the Company with effect from the Financial Year 2024-25.

22. EMPLOYEES’ STOCK OPTION PLAN

The Company has not provided stock options to any employee.

23. VIGIL MECHANISM

The company has formulated a Whistle Blower Policy to provide Vigil Mechanism for employees
of the company to report genuine concerns. The provisions of this policy are in line with the
provisions of the Section 177 (9) of the Act and the Listing Regulations.

24. RISK MANAGEMENT POLICY

The Company''s principal financial liabilities include trade and other payables. The Company''s
principal financial assets include cash and cash equivalents and others. The Company is exposed to
liquidity risk and market risk. The Company’s senior management oversees the management of
these risks. The Company''s senior management provides assurance that the Company’s financial
risk activities are governed by appropriate policies and procedures and that financial risks are
identified, measured and managed in accordance with the Company''s policies and risk objectives.

Risk management policy of the company has been placed on the Company website
https://www.kiltd.in/. Presently, Regulation 21 of the SEBI LODR with respect to Risk
Management Committee is not applicable to your Company.

25. CORPORATE GOVERNANCE

As stipulated vide regulation 15(2) of the SEBI (LODR) Regulations, 2015, the requirement of
furnishing report on corporate governance is not applicable to your Company as it’s paid up capital
and net-worth is below the threshold limit prescribed for the purpose.

26. DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of
principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year there is no loans and guarantees given and investments made under Section 186 of
the Companies Act, 2013.

28. RELATED PARTY TRANSACTIONS

All Related Party transactions that were entered into during the financial year under reference were
on the arm’s length basis and were in ordinary course of business and in compliance with the
applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. There are no materially significant related party transactions
between the Company and the Promoters, Directors, Key Managerial Personnel, Subsidiaries,
relatives or other designated persons, which may have a potential conflict with the interest of the
Company at large. Accordingly, particulars of contracts or arrangements with related parties
referred to in Section 188(1) along with the justification for entering into such contract or
arrangement in form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014 is not applicable to the Company. Please refer Note 20 of Significant
accounting policies and Notes to accounts for related party transactions as per IND AS-24 and
Schedule V of the SEBI (LODR) 2015 as amended from time to time.

All Related Party Transactions were placed before the Audit Committee and have been approved
by the Board. Omnibus approval of Audit Committee is obtained for the transactions that are
foreseen and repetitive in nature.

Your Company has formulated a policy on related party transactions, which is also available on
Company’s website https://www.kiltd.in/

29. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE

a. Conservation of Energy, Technology Absorption

Company has limited scope for undertaking energy conservation exercises, but nevertheless
continues to emphasize work practices that result in conservation of energy. At the offices of
your Company, special emphasis is placed on installation of energy-efficient lighting devices,

use of natural light as best as possible, and adoption of effective procedures for conservation of
electricity, water, paper and other materials that consume natural resources.

b. Technology absorption

The activities of the Company do not as such involve any technology absorption or expenditure
on research and development. Nonetheless, the Company''s endeavours would be to achieve
what is best possible in its business.

c. Foreign Exchange Earning and Outflow

During the year under review, there was no earning or outgoing in foreign exchange.

30. COST AUDIT

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable
provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014,
Cost Audit is not applicable to our Company.

31. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

Pursuant to Section 135 of the Companies Act, 2013, every company having net worth of rupees
five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of
rupees five crore or more during any financial year shall constitute a Corporate Social
Responsibility (CSR) Committee of the Board. Your Company does not fall under the provisions
of aforesaid Section; therefore, CSR Committee has not been constituted.

32. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every
individual working in Company’s premises through various interventions and practices. The
Company always endeavours to create and provide an environment that is free from discrimination
and harassment including sexual harassment.

During the year, pursuant to the legislation ''Prevention, Prohibition and Redressal of Sexual
Harassment of Women at Workplace Act, 2013'' introduced by the Government of India, which
came into effect from 9 December 2013, the Company has framed a Policy on Prevention of Sexual
Harassment at Workplace. There was no case reported during the year under review under the said
Policy.

33. SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the
applicable secretarial standards issued by The Institute of Company Secretaries of India and such
systems are adequate and operating effectively.

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

There are no significant and material orders passed by the Regulators / Courts / Tribunals which
would impact the going concern status of the Company and its future operations.

35. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:

No material changes and commitments, affecting the financial position of the Company occurred
between the end of the Financial Year of the Company i.e., 31st March, 2024 and the date of this
Directors’ Report i.e., 16^th July, 2024 except as mentioned in this Report.

36. WEBSITE

As per Regulation 46 of SEBI (Listing, Obligation and Disclosure Requirements) Regulation, 2015,
the Company has maintained a functional website namely “https://www.kiltd.in/” containing basic
information about the Company like: Details of business, financial information, shareholding
pattern, compliance, contact information of the designated officials of the Company who are
responsible for assisting and handling investor grievances for the benefit of all stakeholders of the
Company. The contents of the said website are updated on regular basis.

37. ACKNOWLEDGEMENT

The Board of Directors would like to acknowledge all its stakeholders and is grateful for the support
received from suppliers and business associates.

Your directors take this opportunity to place on record their appreciation and sincere gratitude to
the Government of India, Government of Maharashtra and the Bankers to the Company for their
valuable support and look forward to their continued co-operation in the years to come.

For and on Behalf of the Board of Directors
Kshitij Investment Limited

Sd/- Sd/-

Rohit Agrawal Rahul Agrawal

Director Director

DIN: 06531456 DIN:06532413

Date: 16^th July, 2024
Place: Mumbai

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Mar 31, 2014

TO THE MEMBERS

The Directors have great pleasure in presenting the Annual Report, together with the Audited Accounts of the Company for the financial year ended 31st March, 2014.

FINANCIAL RESULTS: The performance of your Company during the financial year ended the 31st March, 2014 was as follows:

Particulars Year ended 31.03.2014 Year ended 31.03.2013

Income 1,94,000.00 165,874.00

Profit Before Interest (241.98) (366.15)

Less: Interest NIL NIL

Profit/Loss Before Depreciation & Taxes (241.98) (366.15)

Less: Depreciation NIL NIL

Net Profit/ (Loss) before Tax (241.98) (366.15)

Less: Provision For Tax

a) Current Tax NIL NIL

b) Deferred Tax Asset NIL NIL

Add/(Less): Balance b/f 6,66,855.66 6,67,221.42

Balance Carried To Balance Sheet 6,66,613.68 6,66,855.66



The present results do not depict any substantial operational income which is due to many internal & external reasons which are beyond our control. However, your directors are hopeful for the current year in lights of certain positive developments in the group.

DIVIDEND:

In view of the loss sustained, the Directors do not recommend any dividend for the year under review.

DIRECTORS:

Mr. Kshitij Rajkumar, Director retires by rotation to the ensuing Annual General Meeting and being eligible offers himself for re-appointing.

AUDITORS:

M/s M. P. Shah & Co. Chartered Accountants, Kolkata the present Auditor of the Company retires at the ensuing Annual General Meeting and is eligible for re-appointment as Auditor.

AUDITOR''S OBSERVATIONS:

The observations of the Auditors in their Report are self-explanatory and therefore, need no further explanation.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 and under the Insurance Act, 1938 with respect to Director''s Responsibility Statement, it is hereby confirmed:

i) That in preparation of accounts for the financial year ended 31st March, 2014, 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 were 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 or loss if the Company for the year under review:

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and the Insurance Act, 1938 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2014, on a ''going concern'' basis.

DEMATERIALISATION OF SHARES:

Dematerialisation of shares is pending. Presently the shares are in physical form.

COMPLIANCE CERTIFICATE:

Pursuant to the Proviso of Sub-Section (1) of Section 383A of the Companies Act, 1956, the Compliance Certificate dated 28th May, 2014. is attached and forms part of the Directors'' Report.

PUBLIC DEPOSITS:

During the year under review, no public deposits were accepted by the Company.

LISTING WITH STOCK EXCHANGES:

The equity shares of the Company are listed at The Bombay Stock Exchange Limited (BSE), and Listing Fees for the financial year ending the 31st March, 2015 have been duly paid.

PARTICULARS OF EMPLOYEES:

None of the Employees had drawn remuneration as required under provisions of Section 217 (2-A) of the Companies Act, 1956.

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

The Company has no activities relating to conservation of Energy or Technology Absorption. The Company does not have any foreign exchange earnings during the year under review.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the co-operation, which the Company has received from its bankers and other Government Authorities. Your Directors also wish to place on record their appreciation of the unstinted co-operation extended by all business associates.

For and on Behalf of The Board Of Directors KSHITIJ INVESTMENTS LIMITED

PLACE: KOLKATA (DIRECTOR) DATE: 28th May, 2014.

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Mar 31, 2010

The Directors have pleasure in presenting their 31st Annual Report, together with the Audited Statement Accounts for the year ended 31st March, 2010.

OPERATING & FINANCIAL RESULTS :

PARTICULARS Year ended Year ended 2009-2010 2008-2009

Total Income 848,046 3,029,305

(a) Operating Profit / (Loss) Before Interest 126,328 (16,923)

(b) Less : Interest NIL NIL

(c) Profit / (Loss) before Depreciation & Taxes 126,328 (16,923)

(d) Less : Depreciation 125.561 222,891

Net Profit / (Loss) before Tax (233) (239,814)

Less : Provision for Fringe Benefit Tax - 4,180

Net Profit / (Loss) after Tax (233) (243,994)

(e) Add / (Less) : Balance b/f 666,449 910,443

(f) Balance carried to Balance Sheet 666,216 666,449



WORKING RESULTS :

Sales during the year under review amounted to Rs.383,586.00 compared to Rs.2,953,749.00 in the previous year, reducing by 87%. However, due to other income of Rs.464,460.00 compared to Rs.75,556.00 in the previous year, the Company was able to control the Net Loss to Rs.233.00 compared to loss of Rs.243,994.00 in the previous year.

DIVIDEND :

Your Directors regret their inability to recommend any dividend due to Loss of Rs.233.00

DEPOSITS :

The Company did not accept any Deposits from the public. There were no unclaimed or unpaid Deposits as on 31st March, 2010.

DIRECTORS RESPONSIBILITY STATEMENT :

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

(i) that in the preparation of the accounts for the financial year ended 31st March, 2010, 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 were 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/loss of the Company for the year under review;

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

(iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a ‘going concern basis.

DIRECTORS :

Mr. Kshitji Rajkumar, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Partha Sarathi Das resigned as Director with effect from 23rd December, 2009 due to his personal works. The Board placed on record appreciation of his services to the Company during his tenure of directorship.

AUDITORS :

M/s. M. P. SHAH & CO. , Chartered Accountants, Auditors have furnished thir eligibility certificate required under Section 224 (I-B) of Companies Act, 1956. The Board recommends their re-appointment till the conclusion of the Next Annual General Meeting.

SECRETARIAL COMPLIANCE CERTIFICATE :

M/s. R. N. SHAH & ASSOCIATES, Company Secretaries have furnished certificate as required under Sub-Section (1) of Section 383A of the Companies Act, 1956 and which is annexed to this report.

PARTICULARS OF EMPLOYEES :

None of the employees had drawn remuneration as required under provisions of Section 217 (2-A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND EXPENDITURE :

The Company didnt have any activity related to conservation of Energy and Technology Absorption. There was no foreign exchange earning nor foreign exchange outgo during the year under review.



For and on behalf of the Board of Directors

PANKAJ H. RAVAL

PLACE : KOLKATA CHAIRMAN

DATED: 20-05-2010