Golechha Global Finance Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2025

Your Directors hereby present the Thirty-Fourth Annual Report together with Audited Financial Statements
for the year ended 31st March, 2025.

Financial summary or highlights/performance of the Company:

The financial highlights for the current year in comparison to the previous year are as under:

(RUPEES IN LAKHS)

PARTICULARS	CURRENT YEAR (2024-2025)	PREVIOUS YEAR (2023-2024)
Total Income	2863.57	1748.59
Total Expenditure	2924.95	1566.22
Profit before tax	(61.38)	182.37
Provision for taxation (Current, previous Years and Deferred Tax)	(4.09)	34.612
Profit after taxation	(57.28)	147.76
Add: Balance brought forward from previous year	112.31	(5.54)
Profit available for appropriation	55.03	142.22
Appropriations:
Dividend Paid	-	-
Taxes of earlier years:	-	0.35
Transfer to statutory reserve	-	29.55
Balance in Surplus	55.03	112.32

Financial Performance:

During the year under review, the interest income from loans granted was Rs.19.06 Lakhs as against
Rs. 32.03 Lakhs for the previous year. The operations of the Company have resulted in Profit after Tax
of Rs. (57.28) Lakhs as against Rs. 147.77 Lakhs in the previous year. During the period and under
review Company has invested in the shares of other companies and the income from sale of shares
during the current year is Rs. 2840.94 Lakhs against Rs. 1714.87 Lakhs in the previous financial year.

Transfers to Reserves:

Company did not transfer any amount to reserves.

Companies which have become or ceased to be its subsidiaries, joint ventures or associate
companies during the year:

Your Company does not have any subsidiaries, joint ventures or associate companies during the year.
Dividend:

With a view to conserve resources for long term needs of the Company your Directors do not recommend
any dividend for the financial year 2024-25.

Change in the nature of business:

There is no change in the nature of business during the FY 2024-25.

Statutory Auditors:

As the current term of M/s B D S & Co, Chartered Accountants, the existing Auditors expires after the
conclusion of the ensuing AGM of the Company, The Board of Directors based on the recommendation
of Audit Committee in their meeting held on 19th August, 2025 approved appointment of M/s. V. Goyal
& Associates, Chartered Accountants (Firm Regn No: 312136E), Kolkata, as the Statutory Auditors of
the Company to hold office till the conclusion of 39th Annual General Meeting subject to approval of
shareholders at the 34th Annual General Meeting of the Company.

M/s. V. Goyal & Associates, Chartered Accountants (Firm Regn No: 312136E),, have consented to the
aforesaid appointment and confirmed that their appointment, if made, will be within the limits specified

under Section 141 (3)(g) of the Companies Act, 2013 They have further confirmed that they are not
disqualified to be appointed as the Statutory Auditors in terms of the Companies Act. 2013 and the rules
made thereunder.

Hence, the agenda for appointment of Statutory Auditor has been proposed in the item 3 of this Annual
General Meeting.

The Independent Auditors report given by M/s B D S & Co, Chartered Accountants, Statutory Auditors of
the Company on Financial Statements of the Company does not contain any qualification, reservation
or adverse remark.

Reporting of Frauds:

During the year under review, there was no instance of fraud, which required the Statutory Auditors to
report to the Audit Committee and /or Board under Section 143(12) of the Companies Act, 2013 and the
rules made thereunder.

Auditors Report:

The auditors have given their report on the Annual Accounts of the Company and there is no reservation
or qualification made by them. The notes given in the Auditors Report are self-explanatory and needs
no further clarification.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company
under sub-section (12) of section 143 of the Companies Act, 2013, during the year under review.

Internal Auditors:

The Board of Directors based on the recommendation of the Audit Committee have appointed M/s.
Goyal YK & Associates, Chartered Accountants, Kolkata (ICAI Firm Registration No 312136E), as the
Internal Auditors for the F.Y 2025-26.

Secretarial Auditors & Secretarial Audit Report:

Pursuant to provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed. Ms. Disha Dugar
Jhunjhunwala, Practicing Company Secretaries, to conduct Secretarial Audit for 2024-25. The Secretarial
Audit Report, pursuant to Section 204(1) of the Companies Act, 2013, for the financial year ended 31st
March, 2025 is given in ''Annexure III'' attached hereto and forms part of this Report.

During the year under review following are the qualifications given by Secretarial Auditors and
the Board Response:

The Company has submitted the voting results to Stock Exchange in pdf file within the prescribed time,
however voting results in XBRL were submitted after the prescribed timeline on 03rd October, 2024
which is a deviation to Regulation 44(3) of SEBI (LODR) Regulations, 2015

Reply:

With reference to the delay in submission of results in XBRL mode, we submit to you that we have
submitted the outcome of AGM for the 33rd AGM of the Company along with scrutiniser report and
voting results on 1st October, 2024 and immediately, we have uploaded XML document of Voting results
in respect of the same, which is well within the period of two working days from the date of AGM and we

have encountered continuous technical error and acknowledgement of submission of the same was
also not generated. Further again on 3rd October we could successfully submit the same xml file, where
Acknowledgement was generated.

b) The Company has complied with the quarterly filing requirements only for the first quarter of the
financial year. The Company has confirmed that it will ensure compliance with the said requirements in
the subsequent quarters

Reply:

The delay in submission for the subsequent period was primarily due to unforeseen technical issues
encountered in the filing portal/application, which resulted in repeated errors during the submission
process. Despite our best efforts, these system-related challenges could not be resolved in time, thereby
preventing timely filing. We inform you we shall be completing the filing within few days taking help of
experts in this field.

Maintenance of Cost Records:

Company is not required to maintain cost records as specified by the Central Government under sub¬
section (1) of section 148 of the Companies Act, 2013

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE
RESIGNED DURING THE YEAR:

During the Financial Year Based on the recommendation of Nomination and Remuneration Committee
of the Board, Board of Directors of the Company in their meeting held on May 16, 2024 have approved
reappointment of Shri. Gyan Swaroop Garg, Managing Director of the Company for a term of 3 years
with effect from June 1, 2024 and the same was approved by shareholders in the 33rd AGM of the
Company

During the Financial year 2024-25, based on the recommendation of Nomination and Remuneration
Committee of the Board, Board of Directors of the Company in their meeting held on August 13, 2024
have approved appointment of Shri. Subramanian Ramakrishnan as an Independent Director of the
Company effective from 13th August 2024 subject to the approval of the members at the ensuing
Annual General Meeting of the Company and the same was approved by shareholders in the 33rd AGM
of the Company

Except for the above mentioned there were no other changes in the office of Directors or Key Managerial
personnel during the Reporting period.

Declaration given by Independent Directors:

Every Independent Director, at the first meeting of the Board in which he participates as a Director and
thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the
criteria of independence as provided under the Companies Act, 2013 and the Company has taken the
note of the same.

Meeting of Independent Directors:

During the year under review, the Independent Directors met on 13.02.2025 inter alia, to discuss

• Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole;

• Evaluation of the performance of the Chairman of the Company, taking into account the views of
the Executive and Non-Executive Directors.

• Evaluation of the quality, content and timelines of flow of information between the Management and
the Board that is necessary for the Board to effectively and reasonably perform its duties.

• All the Independent Directors were present at the Meeting.

Number of Meetings of the Board during the Year

The Board of Directors of the Company met 4 (Four times) and gap between two Board meetings did
not exceed 120 days.

16.05.2024

13.08.2024

14.11.2024

13.02.2025

Committees of the Board:

Details of Committees of the Board, their composition and attendance are provided in Annexure-I to this
report

Fixed deposits:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act,
2013 and the Companies (Acceptance of deposits) Rules, 2014.

Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013:

The Company, being a non-banking finance Company registered with the Reserve Bank of India and
engaged in the business of giving loans and is exempt from complying with the provisions of section
186 of the Companies Act, 2013. Accordingly, the disclosures of the loans given as required under the
aforesaid section have not been given in this Report.

Change in nature of Business:

There is no change in the nature of business during the period under review.

Material changes and commitments, if any, affecting the financial position of the company which have
occurred between the end of the financial year of the company to which the financial statements relate
and the date of the report:

There were no material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year of the Company to which the financial statements relate
and the date of the report.

Director''s Responsibility Statement:

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their
knowledge and belief and according to the information and explanation obtained by them:

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

ii) Such accounting policies as mentioned in the notes to the financial statements have been selected
and applied consistently and judgments and estimates that are reasonable and prudent made so
as to give a true and fair view of the state of affairs of the Company at the end of the financial year
2024-25 and of the loss of the Company for that period;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting record in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts for the year 2024-25 have been prepared on a going concern basis.

v) That proper internal financial controls were in place and that the financial controls were adequate
and were operating effectively.

vi) That systems to ensure compliance with the provisions of all applicable laws were in place and
were adequate and operating effectively.

Remuneration Policy:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a
policy for selection and appointment of Directors and Senior Management personnel and fix their
remuneration. The Remuneration Policy is posted on the website of the Company at the link:
www.golechhaglobal.com.

Vigil Mechanism/ Whistle Blower Policy:

Your Company believes in promoting a fair, transparent, ethical and professional work environment.
The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in
accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligation and
Disclosure Requirements), Regulations, 2015 for reporting the genuine concerns or grievances or
concerns of actual or suspected, fraud or violation of the Company''s code of conduct. The said Mechanism
is established for directors and employees to report their concerns. The policy provides the procedure
and other details required to be known for the purpose of reporting such grievances or concerns.

The details of the Whistle Blower Policy & Vigil Mechanism and other polices of the Company are
posted on the website of the Company www.golechhaglobal.com.

Contracts or Arrangements with related parties pursuant to provisions of Section 188(1) of
Companies Act, 2013:

During the period under report, Company has entered into transaction with related party as specified in
section 188 (1) of the Act. However, the transaction was at arm''s length basis. The requisite details of
the related party transactions entered into during the financial year are provided as Annexure -II to this
report

A suitable disclosure as required by the Accounting Standards (AS 18) has been made in the notes to
the Financial Statements. All the related party transactions were placed before the Audit Committee and
to the Board for their approval, whenever required.

Ddevelopment and Implementation of Risk Management Policy for the Company Including
Identification therein of elements of risk, if any, which in the opinion of the Board may threaten
the existence of the Company:

The Company has risk management mechanism in place which mitigates the risk at appropriate situations
and there are no elements of risk, which in the opinion of Board of Directors may threaten the existence
of the Company. A detailed description of the risks & threats has been disclosed in the Management
Discussion Analysis Report forming part of the Annual Report.

Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo:

Information required under section 134(3)(m) read with Rule, 8 of the Companies (Accounts) Rules,
2014, of the Companies Act, 2013 has not been given as the same is not applicable owing to the nature
of activities and there was no foreign earnings and outgo during the year under review.

Extract of Annual Return:

Copy of Annual Return MGT-7 is available on the website of the Company www.golechhaglobal.com.
Listing:

Your Company''s shares are listed on the BSE Limited and the listing fees for Financial Year 2025-26 is
paid.

Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and of the of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried
out the annual performance evaluation of its own performance, the Directors individually as well as the
evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors,
covering various aspects of the Board''s functioning such as adequacy of the composition of the Board
and its Committees, Board culture, execution and performance of specific duties, obligations and
governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the
Chairman & Managing Director of the Board, who were evaluated on parameters such as level of
engagement and contribution, independence of judgments, safeguarding the interest of the Company
and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The
performance evaluation of the Chairman and the Non-Independent Directors was carried out by the
Independent Directors who also reviewed the performance of the Secretarial Department. The Directors
expressed their satisfaction with the evaluation process.

Details in Respect of Adequacy of Internal Financial Controls with Reference to The Financial
Statements.

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

Management Discussion and analysis report:

Pursuant to the provisions of Schedule V to SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed as "Annexure
V" to this report.

Human Resources:

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in
view, your Company takes utmost care to attract and retain quality employees. The employees are
sufficiently empowered and such 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. Your
Company appreciates the spirit of its dedicated employees.

Particulars of Employees:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is herewith
annexed as Annexure -IV to this report.

Corporate Governance

The Corporate Governance is not applicable to the Company as per SEBI Circular CIR/CFD/POLICY
CELL/7/2014 dated 15th September, 2014 and as such this disclosure is not applicable.

Details about the Corporate Social Responsibility Policy Developed and Implemented by the
Company.

The Company does not meet the Criteria as specified in Section 135 of the Companies Act, 2013
regarding Corporate Social Responsibility.

Significant and Material Orders Passed by the Regulators or Courts.

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

Disclosure about buy back of securities, sweat equity, bonus issue, employees stock option plan

(A) Buy Back: There have been no such cases during the year 2024-25.

(B) Sweat Equity: There have been no such cases during the year 2024-25.

(C) Bonus Issue: There have been no such cases during the year 2024-25.

(D) Employee Stock Option Plan (ESOP)s: There have been no such cases of ESOPs issue during the
year 2024-25.

Details of application made or proceeding pending under insolvency and bankruptcy code, 2016

During the year under review, to our knowledge, there were no applications made or proceedings
pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.

Details of difference between valuation amount on one time settlement and valuation while availing
loan from banks and financial institutions

During the year under review, there was no incident of one-time settlement of loans taken from Banks
and Financial Institutions. Hence, the disclosure under this heading is not applicable to the Company.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

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

The following is a summary of sexual harassment complaints received and disposed off during the
financial year 2024-25:

• No. of complaints received: Nil

• No. of complaints disposed off: Nil

There was no case which was pending for more than 90 days.

Insider Trading Regulations:

The Company has adopted an ''Code of Conduct to Regulate, Monitor and Report Trading by Insiders ''
("the Code") in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT
Regulations).

The Code is applicable to Promoters, Member of Promoter''s Group, all Directors and such Designated
Employees who are expected to have access to unpublished price sensitive information relating to the
Company. The Company Secretary is the Compliance Officer for monitoring adherence to the SEBI
(Prohibition of Insider Trading) Regulations, 2015.

The Company has also formulated ''The Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information (UPSI)'' in compliance with the SEBI (PIT) Amendment
Regulations, 2018. This Code is displayed on the Company''s website viz. www.golechhaglobal.com.

Statement of compliance with Maternity Benefit Act 1961

Your Company has in place the Maternity Benefit Policy in place in compliance with the provisions of the
Maternity Benefit Act, 1961, extending all statutory benefits to eligible women employees.

Number of employees as on the closure of financial year

i. Female : 1

ii. Male : 5

iii. Others : 0

Acknowledgements:

Your directors place on record their appreciation for the sense of commitment and sincerity shown by
the employees. They also place on record their deep admiration and acknowledge with gratitude for the
support and co-operation extended by the clients, bankers, investors and shareholders at large for their
unwavering support throughout the year.

BY THE ORDER OF THE BOARD
FOR GOLECHHA GLOBAL FINANCE LIMITED

Sd/-

GYAN SWAROOP GARG

Place: Kolkata

CHAIRMAN & MANAGING DIRECTOR

^{Date: 19}.°⁸.²⁰²⁵ Din: 00602659

---

Mar 31, 2024

Your Directors hereby present the Thirty Third Annual Report together with Audited Financial
Statements for the year ended 31^st March, 2024.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

The financial highlights for the current year in comparison to the previous year are as under:

(Rupees In Lakhs)

PARTICULARS	Current Year (2023-24)	Previous year (2022-23)
Total Income	1,748.59	2,227.47
Total Expenditure
Profit before tax	182.38	(234.11)
Provision for taxation (Current, previous Years and Deferred Tax)	34.61	(59.25)
Profit after taxation	147.77	(178.86)
Add: Balance brought forward from previous year	(5.54)	224.55
Profit available for appropriation	142.23	49.69
Appropriations:
Dividend Paid	-	5.50
Taxes of earlier years:	0.35	0.23
Transfer to statutory reserve	29.55	-
Balance in Surplus	112.32	(5.54)

FINANCIAL PERFORMANCE :

During the year under review, the interest income from loans granted was Rs.32.03 Lakhs as against
Rs. 47.37 Lakhs for the previous year. The operations of the Company have resulted in Profit after Tax
of Rs. 147.77 Lakhs as against Rs. (174.85) Lakhs in the previous year. During the period and under
review Company has invested in the shares of other companies and the income from sale of shares
during the current year is Rs. 1715.33 Lakhs against Rs. 2176.21 Lakhs in the previous financial year.

TRANSFERS TO RESERVES:

Company did not transfer any amount to reserves, however as per the RBI Act, 1934, Company had
transferred a sum of Rs. 29.55 lakhs i.e., 20% of its net profit for the year 2023-24 to Reserve Fund in
terms of Sec 45-1c of the RBI Act, 1934.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES
OR ASSOCIATE COMPANIES DURING THE YEAR:

Your Company does not have any subsidiaries, joint ventures or associate companies during the
year.

DIVIDEND:

With a view to conserve resources for long term needs of the Company, your Directors do not
recommend any dividend for the financial year 2023-24.

CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business during the FY 2023-24.

STATUTORY AUDITORS:

M/s. BDS & Co., Chartered Accountants (Firm Registration No.326264E), were appointed as Statutory
Auditors of the Company for a period of 5 Years from the Conclusion of 29th Annual General Meeting
of the Company till the conclusion of 34th Annual General Meeting of the Company.

The Independent Auditors report given by M/s. BDS & Co., Chartered Accountants, the Statutory
Auditors of the Company on Financial Statements of the Company does not contain any qualification,
reservation or adverse remark.

REPORTING OF FRAUDS

During the year under review, there was no instance of fraud, which required the Statutory Auditors to
report to the Audit Committee and /or Board under Section 143(12) of the Companies Act, 2013 and
the rules made thereunder.

AUDITORS REPORT:

The auditors have given their report on the Annual Accounts of the Company and there is no reservation
or qualification made by them. The notes given in the Auditors Report are self-explanatory and needs
no further clarification.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company
under sub-section (12) of section 143 of the Companies Act, 2013, during the year under review.

INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee have appointed M/s. V.
Goyal & Associates, Chartered Accountants, Kolkata (ICAI Firm Registration No 312136E), as the
Internal Auditors for the F.Y 2024-25.

SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT:

Pursuant to provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed. Ms. Disha Dugar,
Practicing Company Secretaries, to conduct Secretarial Audit for 2023-24. The Secretarial Audit Report,
pursuant to Section 204(1) of the Companies Act, 2013, for the financial year ended 31st March, 2024
is given in ''Annexure III'' attached hereto and forms part of this Report. The Secretarial Audit Report
does not contain any qualification, reservation or adverse remark on the Company.

MAINATANANCE OF COST RECORDS:

Company is not required to maintain cost records as specified by the Central Government under sub¬
section (1) of section 148 of the Companies Act, 2013

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR
HAVE RESIGNED DURING THE YEAR:

During the period under report, Shri. Divya Garg, Non-Executive Director of the Company have resigned
from the office of the Director with effect from May 29, 2023.

Based on the recommendation of Nomination and Remuneration Committee of the Board, Board of
Directors of the Company in their meeting held on May 29, 2023 have approved appointment of Smt.
Rama Garg as Non-Executive Director of the Company with effect from May 29, 2023.

Based on the recommendation of Nomination and Remuneration Committee of the Board, Board of
Directors of the Company in their meeting held on December 11, 2023 have approved reappointment
of Shri. Mihir Ranjan Pal and Whole time Director of the Company for a term of 3 years with effect from
December 12, 2023.

Except for the above mentioned there were no other changes in the office of Directors or Key Managerial
personnel during the Reporting period.

However, post closure of Financial Year Based on the recommendation of Nomination and
Remuneration Committee of the Board, Board of Directors of the Company in their meeting held on

May 16, 2024 have approved reappointment of Shri. Gyan Swaroop Garg, Managing Director of the
Company for a term of 3 years with effect from June 1, 2024.

Based on the recommendation of Nomination and Remuneration Committee of the Board, Board of
Directors of the Company in their meeting held on August 13, 2024 have approved appointment of
Shri. Subramanian Ramakrishnan as an Independent Director of the Company effective from 13th
August 2024 subject to the approval of the members at the ensuing Annual General Meeting of the
Company

In accordance with the provisions of Companies Act, 2013 Smt. Rama Garg, Director of the Company
is liable to retire at the ensuing AGM and being eligible offers herself for reappointment. The Board of
Directors recommended his re-appointment for the consideration of members of the Company at
ensuing AGM

However, after the closure of financial year Smt. Durga Ramakrishnan, Independent Director of the
Company have resigned from the office of Director with effect from 13th August, 2024.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Every Independent Director, at the first meeting of the Board in which he participates as a Director and
thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets
the criteria of independence as provided under the Companies Act, 2013 and the Company has taken
the note of the same.

MEETING OF INDEPENDENT DIRECTORS:

During the year under review, the Independent Directors met on 13.02.2024 inter alia, to discuss

• Evaluation of the performance of Non-Independent Directors and the Board of Directors as a
whole;

• Evaluation of the performance of the Chairman of the Company, taking into account the views of
the Executive and Non-Executive Directors.

• Evaluation of the quality, content and timelines of flow of information between the Management
and the Board that is necessary for the Board to effectively and reasonably perform its duties.

• All the Independent Directors were present at the Meeting.

NUMBER OF MEETINGS OFTHE BOARD DURING THE YEAR

The Board of Directors of the Company met 5 (Five times) and gap between two Board meetings did
not exceed 120 days.

29-05-2023

14-08-2023

14-11-2023

11-12-2023

13-02-2024

COMMITTEES OF THE BOARD:

Details of Committees of the Board, their composition and attendance are provided in Annexure-I to
this report.

FIXED DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act,
2013 and the Companies (Acceptance of deposits) Rules, 2014.

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

The Company, being a non-banking finance Company registered with the Reserve Bank of India and
engaged in the business of giving loans and is exempt from complying with the provisions of section
186 of the Companies Act, 2013. Accordingly, the disclosures of the loans given as required under the
aforesaid section have not been given in this Report.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business during the period under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF
THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT:

There were no material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year of the Company to which the financial statements
relate and the date of the report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of
their knowledge and belief and according to the information and explanation obtained by them,

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

ii) Such accounting policies as mentioned in the notes to the financial statements have been selected
and applied consistently and judgments and estimates that are reasonable and prudent made
so as to give a true and fair view of the state of affairs of the Company at the end of the financial
year 2023-24 and of the profit of the Company for that period;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting record in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts for the year 2023-24 have been prepared on a going concern basis.

v) That proper internal financial controls were in place and that the financial controls were adequate
and were operating effectively.

vi) That systems to ensure compliance with the provisions of all applicable laws were in place and
were adequate and operating effectively.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a
policy for selection and appointment of Directors and Senior Management personnel and fix their
remuneration. The Remuneration Policy is posted on the website of the Company at the link:
www.golechhaglobal.com.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company believes in promoting a fair, transparent, ethical and professional work environment.
The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in
accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligation and
Disclosure Requirements), Regulations, 2015 for reporting the genuine concerns or grievances or
concerns of actual or suspected, fraud or violation of the Company''s code of conduct. The said
Mechanism is established for directors and employees to report their concerns. The policy provides
the procedure and other details required to be known for the purpose of reporting such grievances or
concerns.

The details of the Whistle Blower Policy & Vigil Mechanism and other polices of the Company are
posted on the website of the Company www.golechhaglobal.com.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES PURSUANT TO PROVISIONS OF
SECTION 188(1) OF COMPANIES ACT, 2013:

During the period under report, Company has entered into transaction with related party as specified
in section 188 (1) of the Act. However, the transaction was at arm''s length basis. The requisite details
of the related party transactions entered into during the financial year are provided as Annexure -II to
this report

A suitable disclosure as required by the Accounting Standards (AS 18) has been made in the notes to
the Financial Statements. All the related party transactions were placed before the Audit Committee
and to the Board for their approval, whenever required.

?DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY FOR THE COMPANY
INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION
OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY:

The Company has risk management mechanism in place which mitigates the risk at appropriate
situations and there are no elements of risk, which in the opinion of Board of Directors may threaten
the existence of the Company. A detailed description of the risks & threats has been disclosed in the
Management Discussion Analysis Report forming part of the Annual Report.

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

Information required under section 134(3)(m) read with Rule, 8 of the Companies (Accounts) Rules,
2014, of the Companies Act, 2013 has not been given as the same is not applicable owing to the
nature of activities and there was no foreign earnings and outgo during the year under review.

EXTRACT OF ANNUAL RETURN:

Copy of Annual Return MGT-7 is available on the website of the Company www.goelchhaglobal.com.
LISTING:

Your Company''s shares are listed on the BSE Limited and the listing fees for Financial Year 2024-25
is paid.

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and of the of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has
carried out the annual performance evaluation of its own performance, the Directors individually as
well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance
Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the
Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of
the Board and its Committees, Board culture, execution and performance of specific duties, obligations
and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the
Chairman & Managing Director of the Board, who were evaluated on parameters such as level of
engagement and contribution, independence of judgments, safeguarding the interest of the Company
and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The
performance evaluation of the Chairman and the Non-Independent Directors was carried out by the
Independent Directors who also reviewed the performance of the Secretarial Department. The Directors
expressed their satisfaction with the evaluation process.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE
TO THE FINANCIAL STATEMENTS:

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuantto the provisions of Schedule V to SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed as "Annexure
V" to this report.

HUMAN RESOURCES:

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in
view, your Company takes utmost care to attract and retain quality employees. The employees are
sufficiently empowered and such 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. Your Company appreciates the spirit of its dedicated employees.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is
herewith annexed as Annexure -IV to this report.

CORPORATE GOVERNANCE

The Corporate Governance is not applicable to the Company as per SEBI Circular CIR/CFD/POLICY
CELL/7/2014 dated 15^th September, 2014 and as such this disclosure is not applicable.

DETAILS ABOUT THE CORPORATE SOCIAL RESPONSIBILITY POLICY DEVELOPED AND
IMPLEMENTED BY THE COMPANY

The Company does not meet the Criteria as specified in Section 135 of the Companies Act, 2013
regarding Corporate Social Responsibility.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

DISCLOSURE ABOUT BUY BACK OF SECURITIES, SWEAT EQUITY, BONUS ISSUE, EMPLOYEES
STOCK OPTION PLAN

(A) Buy Back: There have been no such cases during the year 2023-24.

(B) Sweat Equity: There have been no such cases during the year 2023-24.

(C) Bonus Issue: There have been no such cases during the year 2023-24.

(D) Employee Stock Option Plan (ESOP)s: There have been no such cases of ESOPs issue during
the year 2023-24.

Details of application made or proceeding pending under insolvency and bankruptcy code,
2016

During the year under review, to our knowledge, there were no applications made or proceedings
pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.

Details of difference between valuation amount on one time settlement and valuation while
availing loan from banks and financial institutions

During the year under review, there was no incident of one-time settlement of loans taken from Banks
and Financial Institutions. Hence, the disclosure under this heading is not applicable to the Company.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

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

The following is a summary of sexual harassment complaints received and disposed off during the
financial year 2023-24:

• No. of complaints received: Nil

• No. of complaints disposed off:Nil
INSIDER TRADING REGULATIONS

The Company has adopted an ''Code of Conduct to Regulate, Monitor and Report Trading by Insiders
'' ("the Code") in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT
Regulations).

The Code is applicable to Promoters, Member of Promoter''s Group, all Directors and such Designated
Employees who are expected to have access to unpublished price sensitive information relating to
the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the
SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Company has also formulated ''The Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information (UPSI)'' in compliance with the SEBI (PIT) Amendment
Regulations, 2018. This Code is displayed on the Company''s website viz. www.golechhaglobal.com.

ACKNOWLEDGEMENTS:

Your directors place on record their appreciation for the sense of commitment and sincerity shown by
the employees. They also place on record their deep admiration and acknowledge with gratitude for
the support and co-operation extended by the clients, bankers, investors and shareholders at large
for their unwavering support throughout the year.

By The Order Of The Board
For Golechha Global Finance Limited

GY AN SWAROOP GARG

Sd/-

Gyan Swaroop Garg
Chairman & Managing Director
(DIN: 00602659)

Place : Kolkata
Date : 13.08.2024

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Mar 31, 2014

Dear Members,

The Directors hereby present theTwenty Third Annual Report together with the Audited Accounts of the company for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS:

The financial highlights for the current year in comparison to the previous year are as under:

(Rs In Lacs) Current Year Previous Year Particulars (2013-14) (2012-13)

Total Income 62.76 S9.80

Total Expenditure 42.S1 41.02

Profit before tax 20.2S 18.78

Provision for taxation ( Current, previous Years and Deferred Tax) (6.27) (S.82)

Profit after taxation 13.98 12.93

Add: Balance brought forward from previous year 33.74 23.40

Profit available for appropriation 47.72 36.33

Appropriations:

Transfer to statutory reserve 2.79 2.S9

Balance in SURPLUS 44.93 33.74

REVIEW OF FINANCIAL PERFORMANCE :

During the year under review, the interest income from loans granted was Rs.62.76 Lacs as against Rs.S9.80 lacs for the previous year. The marginal increase in revenues is on account of higher realization of Trade Receivables / earnings of interest on finances made by it. The operations of the Company have resulted in Profit After Tax of Rs 13.98 Lacs as against Rs. 12.93 lacs in the previous year, which is on account of the higher employee benefit expenses and other expenses.

DIVIDEND:

With a view to conserve resources for long term needs of the Company, your Directors do not recommend any dividend for the financial year 2013-14

REGISTERED OFFICE:

During the year under review, the Company has pursuant to the Order of the Regional Director, Southern Region Bench, Chennai, dated October 28, 2013shifted its registered office from Chennai, State of Tamil Nadu to Kolkata, State of West Bengal and the Company has registered the order of the Regional Director vide certificate of registration dated March 22, 2014, received by the Company on May 16, 2014

FIXED DEPOSITS:

The company has neither accepted nor renewed any deposits falling within the provisions of Section S8A of the Companies Act, 19S6 read with the Companies (Acceptance of Deposits) Rules, 197S from the public during the financial year.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges Pursuant to clause 49 of the listing agreement a Management Discussion and Analysis, Corporate Governance Report and Auditor''s Certificate regarding compliance of conditions of corporate governance constitute integral part of the Annual Report.

DIRECTORS

During the year under review, Sri Ranjeev Ved Malik, Director of the Company has resigned from his directorship w.e.f 28th May 2014. Sri Divya Garg retires at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

AUDITORS:

M/s. V. Goyal & Associates, Chartered Accountants, Kolkata (ICAI Firm Registration No 312136E), were appointed as the statutory auditors of the Company for the financial year 2013-14 at the Annual General Meeting (AGM) of the Company held on September 27, 2013 and hold office until the conclusion of the ensuing Annual General Meeting

The company has received from the Auditors under Section 139(1) of the Companies Act, 2013 and the Rules framed thereunder a certificate of their eligibility and consent for re-appointment. to the effect that, their appointment, if made , would be within the prescribed limits under provisions of sections specified under the Act and that, they are not disqualified for such re appointment within the meaning of section of the said Act.

AUDITORS REPORT:

The auditors have been given their report on the Annual Accounts of the Company and there is no reservation or qualification made by them. The notes given in the Auditors Report are self-explanatory and needs no further clarification

STATUTORY AND OTHER INFORMATION:

There are no employees falling within the purview of Section 217(2A) of the Companies Act, 19S6read with Companies (Particulars of Employees) Rules, 197S.

There was no expenditure or income in foreign currency during the year under review. Since your Company does not own any manufacturing the disclosure of information on the matter Required to be disclosed in terms of section 217(l) (e) of the Companies act 19S6 read .with the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, is not applicable and hence not given.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors of your Company hereby report:

(i) that in the preparation of Annual Accounts for the financial year ended 31st March , 2014, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

(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 the end of the financial year and of the profit and loss of the company for that period:

(iii) that 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

(iv) that the directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS:

Your directors place on record their appreciation for the sense of commitment and sincerity shown by the employees .They also place on record their deep admiration and acknowledge with gratitude for the support and co-operation extended by the clients, bankers, investors and shareholders at large for their unwavering support throughout the year.

BY THE ORDER OF THE BOARD For GOLECHHA GLOBAL FINANCE LIMITED Sd/- Place: Kolkata Gyan Swaroop Garg Date:04.08.2014 Managing Director

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Mar 31, 2013

The Directors hereby present the Twenty Second Annual Report together with the Audited Accounts of the company for the financial yearended 31 st March, 2013.

FINANCIAL HIGHLIGHTS:

The financial highlights for the current year in comparison to the previous year are as under

(Rs. In Lacs) Particulars Current Year Previous Year (2012-13) (2011-12)

Total Income 59.80 46.50

Total Expenditure 41.02 26.27

Proft before tax 18.78 20.22

Provision for taxation (Current, previous Years and Deferred Tax) (5.82) (6.38)

Proft after taxation 12.93 13.85

Add: Balance brought forward from previous year 23.40 12.32

Proft available for appropriation 36.33 26.17

Appropriations:

Transfer to statutory reserve 2.59 2.77

Balance in SURPLUS 33.74 23.40

REVIEW OF FINANCIAL PERFORMANCE :

During the year under review, the interest income from loans granted was Rs.59.80 Lacs as against Rs.46.50 lacs for the previous year. The substantial increase in revenues is on account of higher realization of Trade Receivables / earnings of interest on fnances made by it. The operations of the Company have resulted in Proft After Tax of Rs 12.93 Lacs as against Rs. 13.85 lacs in the previous year, which is on account of the higher employee beneft expenses and other expenses.

DIVIDEND:

With a view to conserve resources for long term needs of the Company, your Directors do not recommend any dividend for the fnancial year 2012-13

FIXED DEPOSITS:

The company has neither accepted nor renewed any deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the financial year.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges

Pursuant to clause 49 of the listing agreement a Management Discussion and Analysis, Corporate Governance Report and Auditor''s Certificate regarding compliance of conditions of corporate governance constitute integral part of the Annual Report.

DIRECTORS

Smt Durga Ramakrishnan and Sri Divya Garg retire at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

AUDITORS:

The Auditors M/s. V. Goyal & Associates, Chartered Accountants, Kolkata, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your company has received a certificate from the auditors to the effect that their appointment, if made would be within the limits of Section 224(1 B) of the CompaniesAct, 1956.

AUDITORS REPORT:

The auditors have been given their report on the Annual Accounts of the Company and there is no reservation or qualification made by them. The notes given in the Auditors Report are self-explanatory and needs no further clarification

STATUTORY AND OTHER INFORMATION:

There are no employees falling within the purview of Section 217(2A) of the CompaniesAct, 1956 read with Companies (Particulars of Employees) Rules, 1975.

There was no expenditure or income in foreign currency during the year under review. Since your Company does not own any manufacturing unit, the disclosure of information on the matter Required to be disclosed in terms of section 217(l) (e) of the Companies act 1956 read with the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988. is not applicable and hence not given.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors of your Company hereby report:

(I) that in the preparation of Annual Accounts for the financial year ended 31st March , 2013, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

(ii) that the directors have selected such accounting policies and applied them consistently and made judgements 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:

(iii) that 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

(iv) that the directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS:

Your directors place on record their appreciation for the sense of commitment and sincerity shown by the employees .They also place on record their deep admiration and acknowledge with gratitude for the support and co-operation extended by the clients, bankers, investors and shareholders at large for their unwavering support throughout the year. BY ORDER OF THE BOARD

For GOLECHHA GLOBAL FINANCE LIMITED

Sd/-

Place : Kolkata Gyan Swaroop Garg

Date : 12.08.2013 Managing Director