Nyssa Corporation Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2026

Your Directors have pleasure in presenting the 45^th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2026.

Financial Results	Year Ended	Year Ended
	31.03.2026	31.03.2025
Revenue for the year	132.76	466.21
Profit/(Loss) before Tax (PBT)	(1201.65)	43.74
Less: Finance Expenses	-	-
Profit/(Loss) before Depreciation/Amortization (PBDT)	0.03	0.04
Less: Depreciation	-	-
Net Profit/(Loss) before Taxation (PBT)	(1201.68)	43.70
Less: Provision for Taxation (including Deferred Tax)	0.50	11.00
Add/(Less): Extra-ordinary Items	-	(2.83)
Profit/(Loss) after Tax & Extra-ordinary Items	(1202.18)	35.54
Less: Provision for Dividend	-	-
Less: Transfer to General / Statutory Reserves	-	-
Profit/(Loss) available for Appropriation	(1202.18)	35.54
Add: Profit/(Loss) brought forward from Previous Year	2298.60	2263.06
Balance of Profit/(Loss) carried forward	1096.42	2298.60

FINANCIAL HIGHLIGHTS

Total revenue for the year stood at t 132.76 lakh in comparison to last years'' revenue of t 466.21 lakh. In term of Profit/(Loss) before taxation, the Company has earned a Profit/(Loss) of t (1201.68) lakh in comparison to last years'' Profit of t 43.70 lakh. Profit/(Loss) after Tax and Extra-Ordinary Items stood at t (1202.18) lakh in comparison to last financial year''s Profit of t 35.54 lakh.

DIVIDEND AND RESERVES

In view of Losses, your Directors do not propose any dividend for the year under review.

During the year under review t Nil was transferred to General Reserves.

SHARE CAPITAL & LISTING

The Paid-up Equity Share Capital as on March 31, 2026 was t 3.00 Crore consisting of 3,00,00,000 Equity Shares of Rs. 1/-each. During the year under review, the Company has not issued any share with differential voting rights; nor granted stock options nor sweat equity. As on March 31, 2026, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Shares of the Company.

The Company''s Equity Shares are listed on the BSE Limited ("BSE"). The Equity Shares are actively traded on BSE. The shares of the Company are not suspended from trading from BSE platform.

CORPORATE GOVERNANCE

Your Directors believe that corporate governance is an ethically driven business process that is committed to values aimed at enhancing the growth of your Company. The endeavour is to continue and move forward as a responsible and sustainable Company in order to attract as well as retain talents, investors and to maintain fulfilling relationships with the communities and take all possible steps in the direction to re-write a new future for your Company.

We are committed to achieve the highest standards of ethics, transparency, corporate governance and continue to comply with the code of conduct framed for the Board and senior management under SEBI Listing Regulations and have

maintained high standards of corporate governance based on the principle of effective implementation of internal control measures, adherence to the law and regulations and accountability at all levels of the organization.

Your Company''s corporate governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high levels of integrity in decision making. The corporate governance report of the Company for the Year Under Review as required under the applicable SEBI Listing Regulations is attached hereto and forms part of this report. The requisite certificate from Statutory Auditors, M/s GP Sharma & Co LLP., Chartered Accountants, confirming compliance with the conditions of corporate governance is attached to the corporate governance report.

GENERAL RESERVES

The General Reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the General reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the General reserve will not be reclassified subsequently to the statement of profit and loss.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2026 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended March 31, 2026.

Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses standalone financial results on a quarterly basis which are subjected to limited review and publishes standalone audited financial results on an annual basis.

The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

There is no audit qualification, reservation however adverse remarks by Auditors for the year under review.

BUSINESS SEGMENT

Your Company is into the business segment viz. Realty as well as Finance & Investments; in accordance with the Accounting Standard 17 notified by Companies (Accounting Standards) Rules 2006.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

SUBSIDIARY COMPANY

The Company does not have any Subsidiary, Associate and Joint Venture during the reporting period. The Company also does not have any Subsidiary, Associate and Joint Venture Company who ceased to be Subsidiary, Associate and Joint Venture during the year.

POLICY FOR DETERMINING MATERIAL SUBSIDIARY COMPANIES

The Company has formulated a "Policy for determining material Subsidiary Companies" of the Company. This policy is available on your Company''s website at

https://www.nyssacorporation.com/pdf/Policies/policy on material subsidiaries nyssa.pdf

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year, were in the ordinary course of business and on an arm''s length pricing basis in compliance of the requirements of the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year, which were in conflict with the interest of the Company. The requisite details under Form AOC-2 in Annexure III have been provided elsewhere in this Report. Suitable disclosure as required by the Accounting Standard (Ind-AS 24) has been made in the notes to the Financial Statements.

All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. A statement giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company

The Company has put in place a mechanism for certifying the Related Party Transactions Statements placed before the Audit Committee and the Board of Directors from an Independent Chartered Accountant Firm.

The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration and sitting fees.

In accordance with the provisions of the SEBI Listing Regulations, the Company has in place the Policy on dealing with Related Party Transactions which is available on its website at the link: https://www.nyssacorporation.com/pdf/Policies/Related Party Transaction Policy NYSSA.pdf

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis on the operations of the Company as prescribed under Part B of Schedule V read with regulation 34(3) of the Listing Regulations, 2015 is provided in a separate section and forms part of the Directors'' Report.

CHANGE IN NATURE OF BUSINESS, IF ANY.

There are no changes in the nature of business in the financial year 2025-26.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

MEETING OF INDEPENDENT DIRECTORS

In Compliance with Section 149 (7) read with Schedule IV of the Companies Act, 2013 and Regulations 25(3) of the SEBI LODR Regulations, 2015, a separate Board Meeting of Independent Directors of the Company was held on February 14, 2026 wherein, the following items in agenda were discussed:

â¢ reviewed the performance of Non-Independent Directors and the Board as a whole.

â¢ reviewed the performance of the Chairperson of the company, taking into account the views of Executive Directors and Non-Executive Directors;

â¢ 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 their duties.

â¢ The Board evaluates its composition to ensure that the Board has the appropriate mix of skills, experience, independence and knowledge to ensure their continued effectiveness. In the table below, the specific areas of focus or expertise of individual Board members have been highlighted.

Matrix setting out the skills/expertise/competence of the Board of Directors

Sl.

No.

Essential Core skills/expertise/competencies required for the Company

Core skills/expertise/competencies of all the Directors on the Board of the Company

Strategic and Business Leadership

The Directors and especially the Managing Director have many years of experience.

Financial expertise

The Board has eminent business leaders with deep knowledge of finance and business.

3.	Governance, Compliance and Regulatory	The presence of Directors with qualifications and expertise in Law and Regulatory affairs lends strength to the Board.
4.	Knowledge and expertise of Trade and Technology	The Directors have profound knowledge of economic Affairs, trade and technology related matters.

NUMBER OF MEETINGS OF THE BOARD

The details of the Board Meetings and other Committee Meetings held during the financial year 2025-26 are given in the separate section of Corporate Governance Report.

BOARD COMMITTEES

All Committees of the Board of Directors are constituted in line with the provisions of the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MANAGEMENT

During the year Mr. Prasanna Shirke, Managing Director has resigned from the Board w.e.f. 23^rd January 2026. Furthero Mr. Sandeep Gaur was appointed as Whole-time Director of the Company w.e.f. 14^th November 2025.

DIRECTORS

During the year, Mr. Prasanna Shirke, Managing Director and Mrs. Shubhada Shirke, Non-Executive Director, have resigned from the Board w.e.f. 23^rd January 2026 and in his place the Board has appointed Mr. Sandeep Gaur as Chairman & Managing Director of the Company. Further, the Board has appointed Mr. Brindaban Kar as Non-Executive Director, Mr. Dhiraj Kumar Das and Mrs. Vandana Singh as Independent Directors of the Company in place of Mrs. Shubhada Shirke, Mr. Hemant Narayan Gokhale and Ms. Sonal Atal, Independent Directors, who have resigned from the Board w.e.f. 23^rd January 2026.

Apart from above, there is no change in composition of Board of Directors.

The details of programme for familiarization of Independent Directors with the Company, nature of the business segments in which the Company operates and related matters are put up on the website of the Company

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 and the Rules made thereunder and are independent of the management.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

DIRECTOR RETIRING BY ROTATION

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Brindaban Kar, Non-Executive Director of the Company, retires by rotation at the ensuing annual general meeting and being eligible offers himself for reappointment. He has given a declaration in terms of Section 164(2) of the Companies Act, 2013 to the effect that he is not disqualified from being reappointed as a Director of the Company.

INDEPENDENT DIRECTORS & KMPs

The Board has 2 (two) independent directors as on March 31, 2026, representing diversified fields and expertise. Details are provided in the appropriate section of the corporate governance report. The independent directors have submitted their declarations of independence stating that they meet the criteria of independence as required in terms of the provisions of section 149 (7) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 of the SEBI Listing Regulations, as amended from time to time.

The Company has also received confirmation from all the independent directors of their registration with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the independent directors possess the requisite expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) and are persons of high integrity and repute. They fulfil the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR
Sl. No.	Name	Designation	Date of Appointment	Date of Resignation
1.	Prasanna Shirke	Chairman & Managing Director & CFO	-	23^rd Jan 2026
2.	Sandeep Gaur	Whole-time Director	14^th Nov 2025	-
3.	Shubhada Shirke	Non-Executive Director	-	23^rd Jan 2026
4.	Sonal Atal	Independent Director	-	23^rd Jan 2026
5.	Hemant Narayan Gokhale	Independent Director	-	23^rd Jan 2026
6.	Brindaban Kar	Non-Executive Director	23^rd Jan 2026	-
7.	Dhiraj Kr. Das	Independent Director	23^rd Jan 2026	-
8.	Vandana Singh	Independent Director	23^rd Jan 2026	-
9.	Mr. Arun Das	Chief Financial Officer	23^rd Jan 2026	-
10.	Ms. Nikita Poddar	Company Secretary	-	30^th July 2025
11.	Ms. Priya Agarwal	Company Secretary	14^th Aug 2025	-

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

The Independent Directors of the Company have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014. The Nomination and Remuneration Committee had adopted principles for identification of Key Managerial Personnel, Senior Management including the Executive Directors.

Further, all the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. In terms of Regulation 25(8) of Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their liability to discharge their duties. Based on the declaration received from Independent Directors, the Board of Directors have confirmed that they meet the criteria of Independence as mentioned under Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations and they are independent of the management.

EVALUATION OF DIRECTORS, BOARD AND COMMITTEES

The Nomination and Remuneration Committee (NRC) of the Company has devised a policy for performance evaluation of the individual directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the provisions of the Act and the Listing Regulations and based on policy devised by the NRC, the Board has carried out an annual performance evaluation of its own performance, its committees and individual directors. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board and information provided to the Board, etc.

The performance of the committees was evaluated by the Board of Directors based on inputs received from all the committee members after considering criteria such as composition and structure of committees, effectiveness of committee meetings, etc.

Pursuant to the Listing Regulations, performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

A separate meeting of the Independent Directors was also held for the evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman of the Board.

PERFORMANCE EVALUATION

During the Year Under Review, the formal annual evaluation of the performance of the Board, its committees and individual directors was carried out, in the Company by the independent directors, and the Board, in compliance with the Companies Act, 2013 and SEBI Listing Regulations, as amended from time to time.

The performance of Non-Independent Directors, Board as a whole and the chairman was done by the Independent Directors of the Company. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

An indicative criterion of evaluation was circulated to the directors to facilitate such evaluation. Based on the feedback of the directors and on due deliberations of the views and counter views, the evaluation was carried out in terms of the NRC Policy and such indicative criterion. The Board sought the feedback of directors on various parameters including:

â¢ Degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);

â¢ Structure, composition, and role clarity of the Board and Committees;

â¢ Extent of co-ordination and cohesiveness between the Board and its Committees;

â¢ Effectiveness of the deliberations and process management;

â¢ Board/Committee culture and dynamics; and

â¢ Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The evaluation process endorsed the Board confidence in the ethical standards of the Company, the resilience of the Board and the management in navigating the Company during challenging times, cohesiveness amongst the Board, constructive relationship between the Board and the management, and the openness of the management in sharing strategic information to enable Board to discharge their responsibilities and fiduciary duties.

FAMILIARISATION PROGRAM FOR DIRECTORS

As a practice, all new directors (including independent directors) inducted to the Board are given a formal orientation.

The familiarisation programme for the independent directors is customised to suit their individual interests and area of expertise. The directors are usually encouraged to interact with members of senior management as part of the induction programme. The senior management make presentations giving an overview of the Company''s strategy, operations, products, markets and group structure, Board constitution and guidelines, and the major risks and risk management strategy. This enables the directors to get a deep understanding of the Company, its people, values and culture and facilitates their active participation in overseeing the performance of the management.

The details of the familiarization program conducted during the Year Under Review can be accessed from Company website https://nyssacorporation.com/pdf/Nyssa%20-%20Familiarization%20Programme 2026.pdf.

NOMINATION & REMUNERATION POLICY

The Company has devised a Nomination and Remuneration Policy ("NRC Policy") which inter alia sets out the guiding principles for identifying and ascertaining the integrity, qualification, expertise and experience of the person for the appointment as directors, key managerial personnel ("KMPs") and senior management personnel ("SMPs").

The NRC Policy has been framed with the objective-

a. to ensure that appointment of directors, KMPs and SMPs and their removals are in compliances with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations;

b. to set out criteria for the evaluation of performance and remuneration of directors, KMPs and SMPs;

c. to adopt best practices to attract and retain talent by the Company; and

d. to ensure diversity of the Board of the Company

The NRC Policy specifies the manner of effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance. During the Year Under Review, there has been no change in the NRC Policy.

The NRC Policy of the Company can be accessed at the website of the Company at https://nyssacorporation.com/pdf/Policies/Nominationand Remuneration Policy NYSS.pdf.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company between the end of Financial Year and date of the report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors confirms that:

1. In the preparation of the annual accounts, for the year ended 31^st March, 2026, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures, if any;

2. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date;

3. 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;

4. that the Directors had prepared the annual accounts on a going concern basis;

5. that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

BUSINESS RISK MANAGEMENT

The Company is exposed to credit, liquidity and interest rate risk. On the other hand, investment in Stock Market, both in Quoted and Unquoted Shares, have the risk of change in the price and value, both in term of up and down and thus can affect the profitability of the Company.

Risk management is embedded in your Company''s operating framework. Your Company believes that managing risks helps in maximizing returns. The Company''s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee.

Further, the Company is not required to constitute Risk Management Committee under Listing Regulations, 2015. INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2022.

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates. The above policy has been posted on the website of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In Compliance of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle Blower Policy / Vigil Mechanism and has established the necessary vigil mechanism for Directors, Employees and Stakeholders of the Company to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The Company has disclosed the policy on the website of the Company on the link -https://nyssacorporation.com/pdf/Policies/vigil mechanism whistle blower policy nyssa.pdf

INFORMATION TECHNOLOGY

Innovation and Technology are synonymous with the Company. The investment in technology acts as a catalyst and enables the Company to be innovative.

AUDITORS Statutory Auditors

M/s. G P Sharma & Co., LLP, Chartered Accountants, Mumbai (FRN 109957W/W100247) about to complete their present term of 5 consecutive years at the 45^th Annual General Meeting.

The Board of Directors, have decided to appoint M/s. Bihari Shah & Co., Chartered Accountants, Ahmedabad, (FRN: 119020W) as Statutory Auditors of the Company for 5 consecutive years, at the conclusion of 45^th Annual General Meeting, up to 50^th Annual General Meeting at the remuneration to be decided by them, within prescribed limits.

The Report given by M/s. G P Sharma & Co., LLP on the financial statement of the Company for the FY 2025-26 is part of the Annual Report. The Notes on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

There is no audit qualification, reservation or adverse remark for the year under review.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Alpana Sethia, Company Secretaries in Practice (C. P. No. 5098) to undertake the Secretarial Audit of the Company for FY 2025-26. The Report of the Secretarial Audit Report in the prescribed Form MR-3 is annexed in this Annual Report as Annexure II. The same does not contain any qualification, reservation or adverse remark, except as stated in said Report.

During the year, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

In addition to the above and pursuant to SEBI circular dated 8 February 2019, a report on secretarial compliance by M/s. Deep Shukla & Co., Secretarial Auditors, for the FY2025-26 has been submitted with stock exchanges.

Internal Auditors

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s. Venkatesh H S, Chartered Accountant, Bengaluru (FRN - 030305S). The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Key Managerial Personnel are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is attached as Annexure III to this report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules thereunder, this is to certify and declare that there was no case of sexual harassment

during the year under review. Neither there was a case pending at the opening of Financial Year, nor has the Company received any Complaint during the year.

The Policy is available on Company website

https://nyssacorporation.com/pdf/Policies/Sexual Harrsasment policy NYSSA.pdf

STATUTORY INFORMATION AND OTHER DISCLOSURES

Since the Company is into the business of financing and investment activities in Shares and Securities; the information regarding Conservation of Energy, Technology Absorption, Adoption and Innovation, as defined under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is reported to be NIL.

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure ''V'' and forms an integral part of this Report. A statement comprising the names of top employees in terms of remuneration drawn and every person employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure ''VI'' and forms an integral part of this annual report. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the Company.

BUSINESS RESPONSIBILITY REPORT

As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges, the disclosure of Report under of Regulation 34(2) of the Listing Regulations is not applicable to the Company for the year under review.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

MAINTENANCE OF COST RECORDS

The maintenance of cost records for the services rendered by the Company is not required pursuant to Section 148(1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014.

AUDITORS REPORT

The Notes on Financial Statement referred in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer for the Financial Year 2025-26.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees of Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

REPORT ON CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

DETAIL OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial Year Under Review, neither any application is made by the Company nor any proceeding is pending under the Insolvency And Bankruptcy Code, 2016.

OTHER DISCLOSURE

During the financial Year Under Review, disclosure with respect to details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reason thereof is not applicable.

GENERAL

During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to: (a) details relating to deposits covered under Chapter V of the Act; (b) issue of equity shares with differential rights as to dividend, voting or otherwise; (c) issue of shares (including sweat equity shares) to employees of the Company under any scheme; (d) raising of funds through preferential allotment or qualified institutions placement; (e) significant or material order passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future; (f) pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016; and (g) instance of one-time settlement with any bank or financial institution.

CAUTIONARY STATEMENT

Statements in this Directors'' Report and Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

APPRECIATION

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the Reserve Bank of India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, government and other regulatory Authorities, stock exchanges, other statutory bodies, Company''s bankers, Members and employees of the Company for the assistance, cooperation and encouragement and continued support extended to the Company.

Your Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. Our employees are instrumental in helping the Company scale new heights, year after year. Their commitment and contribution is deeply acknowledged. Your involvement as shareholders is also greatly valued. Your Directors look forward to your continuing support.

Mar 31, 2025

On behalf of the Board of Directors of the Company it gives me immense pleasure to present the 44^thAnnualReport of
Nyssa Corporation Limited (âThe Companyâ) along with the Balance Sheet, Profit & Loss Account and Cash Flow
Statements, for the Financial Year ended 31^st March, 2025.

Financial Results:

The key highlights of financial performance of the Company for the FY 2023-24 and 2024-25 are given below:

[Amount in INR. ]

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	4,09,31,566	6,41,41,131	4,80,31,566	7,82,91,131
Other Income	56,89,666	99,08,118	56,86,779	63,49,282
Total Revenue	4,66,21,232	7,40,49,249	5,37,18,345	8,46,40,413
Total Expenses	4,22,50,739	4,21,85,710	4,93,47,823	5,27,40,926
Net Profit/(Loss) Before Tax	43,70,493	3,18,63,539	43,70,522	3,18,99,487
Provision for tax
- Current Tax (Income Tax)	11,24,965	80,00,000	11,00,000	80,00,000
- Earlier Year Tax (Short / Excess Provision of tax)	(2,83,089)	4,40,807	(2,83,089)	4,40,807
- Deferred Tax (Liability)/Assets	-	2,497	-	2,497
- MAT credit entitlement	-	-	-	-
Profit /(Loss) for the period from Continuing Operations	35,28,616	2,34,20,235	35,53,610	2,34,56,183
Other Comprehensive Incomes	-	-	-	-
(i) Items that will not be reclassified to Profit or Loss	_-	_-	_-	_-
(ii) Tax relating to items that will not be reclassified to profit or loss	_-	_-	_-	_-
Other Comprehensive Incomes for the year, net of tax	_-	_-	_-	_-
Total Comprehensive Income for the Period	35,28,616	2,34,20,235	35,53,610	2,34,56,183
Earnings per Equity Share (Basic and Diluted)	0.12	0.78	0.12	0.78

Review of Operations
Standalone

During the year under review, the Company has posted Total Revenue of INR. 4,66,21,232/- during the current financial
year as against INR. 7,40,49,249/- for the corresponding previous year.

Further, the Company earned Total Comprehensive Income INR. 35,28,616/- during the current financial year as against
total Comprehensive Income of INR. 2,34,20,235/- for the corresponding previous year.

Consolidated

During the year under review, the Company has posted Total Revenue of INR.5,37,18,345/- as against INR. 8,46,40,413/-
for the corresponding previous year.

Further, the Company earned total Comprehensive Income INR. 35,53,610/- as against Total Comprehensive Income of
INR. 2,34,56,183/- for the corresponding previous year.

Share Capital

The Authorised Share Capital of the Company as on 31^stMarch, 2025 is INR. 5,20,00,000/- divided into 5,20,00,000 Equity
Shares of INR. 1/- each.

Issued, Subscribed and Paid-up Equity Share Capital of the Company is INR. 3,00,00,000/- comprising of 3,00,00,000
Equity shares of INR. 1/- each.

During the year under review, the Company has not issued any equity shares.

State of Affairs and Future Outlook

We are working tirelessly to create an environment of innovation and learning. This objective enables us to help our
customers across the world to gain the affordable products at agreed price,also we are a growing organization, with
products supply across the India which create a slew of real estate assets that will create fixed rental income to take care
of fixed administrative and other expenses to run the operations.

Dividend

In order to conserve the resources for the further growth of the Company, your Directors think fit not to recommend any
dividend for the year under review.

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profits in the profit and loss account.

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.

Directors and Key Managerial Personnel

1. In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company
Mr. Prasanna Yadav Shirke (DIN:07654053), retires by rotation and being eligible; offers himself for re-appointment at
the forthcoming 44thAnnual General Meeting. The Board recommends the said reappointment for shareholdersâ
approval.

Further, Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are:

Sr. No	Name of KMP	Designation
1.	Mr. PrasannaShirke	Whole Time Director and Chief Financial Officer
2.	Ms. Nikita Ashok Poddar	Company Secretary

Disqualification by ROC u/s 164 (2) of Companies Act, 2013

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.

Declaration by Independent Directors

The Independent Director(s) of the Company have given declaration that they meet the criteria of independence as laid
down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. In the opinion
of the Board, they fulfil the conditions of independence as specified in the Act and the Rules made thereunder and are
independent of the management.

Board Meetings

Dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between
the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. The information
as required under Regulation 17(7) read with Schedule II Part A of the LODR is made available to the Board. The agenda
and explanatory notes are sent to the Board in advance.

The Board periodically reviews compliance reports of all laws applicable to the Company. The Board meets at least once
a quarter to review the quarterly financial results and other items on the agenda and also on the occasion of the Annual
General Meeting (âAGMâ) of the Shareholders.

Further, Committees of the Board usually meet on the same day of formal Board Meeting, or whenever the need arises for
transacting business. The recommendations of the Committees are placed before the Board for necessary approval and
noting.

During the financial year 05(Five) Board Meetings were held on 30^th May, 2024, 13^th August, 2024, 07^th September, 2024, 12^thNovember, 2024 and 14^th February, 2025.

The gap between any two Board meetings during this period did not exceed one hundred and twenty days.

Attendance details of Directors for the year ended 31^stMarch, 2025 are given below:

Name of the Directors	Designation	No. of Board Meetings attended
Mrs. Shubhada Shirke	Non Executive Non Independent Director	5
Mr. Prasanna Shirke	Whole-time Director	5
Ms. Sonal Atal	Non Executive Independent Director	5
Mr. Hemant Gokhakle	Non Executive Independent Director	5

Discussions with Independent Directors

The Boardâs policy is to regularly have separate meetings with Independent Director, to update them on all business
related issues, new initiatives and changes in the industry specific market scenario. At such meetings, the Executive
Directors and other Members of the Management make presentations on relevant issues.

Board 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.

Audit Committee

Your Company has formed an Audit Committee as per the Companies Act, 2013 and Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015. All members of the Audit Committee possess
strong knowledge of accounting and financial management.

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Managementâs
financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity
and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the
Management, the statutory auditor and notes the processes and safeguards employed by each of them.

During the Financial Year 2024-25, 04 (Four) meetings of the Committee were held on 30^th May, 2024, 13^th August, 2024, 12^thNovember, 2024 and 14^th February, 2025.

Details of the composition of the Committee and attendance during the year are as under:

Sr.No.	Name of Directors/ Members	Designation	No. of Meetings Attended
1	Ms. Sonal Atal	Chairperson, Independent Director	04
2	Mr. PrasannaShirke	Member, Executive Director	04
3	Mr. Hemant Gokhale	Member, Independent Director	04

The Audit Committee is functional as per the provision of Section 177 of Companies Act, 2013 and Rules made thereunder
and Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Nomination & Remuneration Committee

The Nomination & Remuneration Committee of the Company shall perform such roles and duties as mentioned in Section
178 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Your Company has formed a Nomination & Remuneration Committee to lay down norms for determination of remuneration
of the executive as well as non-executive directors and executives at all levels of the Company. The Nomination &
Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of
monetary and non-monetary outlay.

During the Financial Year 2024-25, 03 (Three) meetings of the Committee were held on 30^th May, 2024, 07^th September, 2024
and 26^th November, 2024.

Details of the composition of the Committee and attendance during the year are as under:

Sr.No.	Name of Directors/ Members	Designation	No. of Meetings Attended
1	Ms. Sonal Atal	Chairperson, Independent Director	03
2	Mr. Prasanna Shirke	Member, Executive Director	03
3	Mr. Hemant Gokhale	Member, Independent Director	03

Nomination and Remuneration Policy

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy
also lays down criteria for selection and appointment of Board Members. The Board of Directors is authorized to decide
Remuneration to Executive Directors. The Remuneration structure comprises of Salary and Perquisites. Salary is paid to
Executive Directors within the Salary grade approved by the Members. The Nomination & Remuneration committee has been
assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

In terms of requirements prescribed under Section 178 of the Companies Act, 2013, the Nomination and Remuneration
Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial
Personnel is annexed to this report as Annexure II.

During the year, there have been no changes to the Policy.

Particulars of Managerial Remuneration

The information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company is enclosed as Annexure III
and forms an integral part of this report.

Further, there were no such employees, pursuant to Section 197 read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Amendment Rules, 2016.

Stakeholders Relationship Committee

Your Board has constituted a Stakeholders Relationship Committee to specifically look into the mechanism of redressal of
grievances of shareholders etc. The Committee reviews Shareholderâs / Investorâs 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.

The total numbers of complaints received during the year were NIL and there was no pending complaint as on 31^stMarch, 2025.
During the Financial Year 2024-25, 02 (Two) meetings of the Committee were held on 30^th May, 2024 and 14^th February, 2025.
Details of the composition of the Committee and attendance during the year are as under:

Sr.No.	Name of Directors/ Members	Designation	No. of Meetings Attended
1	Ms. Sonal Atal	Chairperson, Independent Director	02
2	Mr. Prasanna Shirke	Member, Executive Director	02
3	Mr. Hemant Gokhale	Member, Independent Director	02

Directorsâ Responsibility Statement

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

(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.

Annual Return:

Pursuant to Notification dated 28th August, 2020 issued by Ministry of Corporate Affairs as published in the Gazette of
India on 28th August, 2020 the details forming part of Annual Return is not required to be furnished herewith to this report.
However the annual return shall be made available on the website of the Company.

Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any subsidiary / Associate company and has not entered into joint venture with any other
company.

Further, the Company is a partner of M/s. Mark Developers, Partnership firm and has a profit sharing ratio of 99.00%.

During the year, the Board of Directors reviewed the affairs of said entity. We have, in accordance with applicable
Accounting Standards read with the Companies Act, 2013, prepared consolidated financial statements of the Company
and all its entity(ies), which form part of the Integrated Report.

Auditors

(i) Statutory Auditorsâ

At 40^th Annual General Meeting held on 30^th September, 2021, M/s.G P Sharma & Co. LLP(FRN No. 109957W/
W100247),Chartered Accountants were appointed as statutory auditor of the Company till the conclusion of 45^thAnnual General Meeting to be held for the financial year 2025-26.

(ii) Secretarial Audit

In terms of Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014,the Board of Directors of the Company had appointed Kavita Raju Joshi, Practicing Company Secretary, to
undertake Secretarial Audit of the Company for the F.Y 2024-25. The Secretarial Audit Report is enclosed as Annexure
IV to this report.

Explanation(s)/ Comment(s) pursuant to Section 134(3)(f)(i)&(ii), if any, of The Companies Act, 2013:

> Pursuant to Section 134(3)(f)(i)

There are no adverse remarks/Qualifications made in Statutory Report issued by Statutory Auditor of the
Company.

> Pursuant to Section 134(3) (f) (ii)

- Remark: The Company having the functional website and they are in a process to update the some of the
pending content on the website of the Company for the F.Y. 2024-25.

- Boardâs Reply: The Company is in the process to update the same.

- Remark: During the financial year under review, it was observed that the Company did not upload the
copies of newspaper publication in respect of its financial results on the website of the stock exchange(s),
as required under Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

- Boardâs Reply: The results were duly published in newspapers, the omission to upload the same on the
exchange was inadvertent. The Company has strengthened its internal compliance processes to ensure
timely and accurate disclosures going forward.

(iii) Internal Audit

Annual Secretarial Compliance Report

Mr. Deep Shukla & Associates, Practicing Company Secretaries, have been appointed to give Annual Secretarial
Compliance Certificate. The Annual Compliance Certificate is enclosed as Annexure V to this report.

Internal Audit & Controls

The Company has in place adequate internal financial controls with reference to the financial statement. The Audit
Committee of the Board periodically reviews the internal control systems with the management and Statutory Auditors.

Employeesâ Stock Option Plan

The Company has not provided stock options to any employee.

Vigil Mechanism

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing
Obligation and Disclosure Regulations) 2015, a Vigil Mechanism for directors and employees to report genuine concerns
has been established. The employees of the Company are made aware of the said policy at the time of joining the
Company.

Risk Management Policy

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures.
These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks,
measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

The Company does not fall under the ambit of top 100 listed entities, determined on the basis of market capitalization as
at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is not applicable.

Corporate Governance Report

We ensure that, we evolve and follow the corporate governance guidelines and best practices sincerely, not only to boost
long-term shareholder value, but also to respect minority rights. We consider it as our inherent responsibility to disclose
timely and accurate information regarding our operations and performance, as well as the leadership and governance of
the Company.

Pursuant to the Listing Regulations, the Corporate Governance Report along with the Certificate from a Practicing Chartered
Accountants, regarding compliance of conditions of Corporate Governance, is annexed as Annexure VI and forms part of
this Report.

Deposits

The Company has neither accepted nor renewed any fixed deposits during the year under review under Section 76 of the
Companies Act, 2013. There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or
to be deposited to the Investor Education and Protection Fund as on 31^stMarch, 2025.

Loans & Guarantees

Details of loans granted, guarantees provided and investments made by the Company under the provisions of Section 186
of the Companies Act, 2013, are provided in standalone financial statement under Notes 3 & 4 under Notes forming part of
financial statement.

Related Party Transactions

During the financial year 2024-25, your Company has entered into various arrangement / transactions with related parties
as defined under the IND - AS, all of them are in the ordinary course of business. However, pursuant to the provisions of
Section 178, 188 of the Companies Act, 2013 and Regulation 23 of the Listing Regulations, omnibus approval of the Audit
Committee was sought for entering into the related party transactions.

During the year, the Company had not entered into any contract, arrangement or transaction with related parties which
could be considered material in accordance with the policy of the Company on materiality of related party transactions.

In accordance with the Indian AS 24, the related party transactions are disclosed under Note No 2 of the Financial
Statements.

Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of Energy:

Even though its operations are not energy-intensive, significant measures are taken to reduce energy consumption
by using energy-efficient equipment. The Company regularly reviews power consumption patterns across all locations
and implement requisite improvements/changes in the process in order to optimize energy/ power consumption and
thereby achieve cost savings. Energy costs comprise a very small part of the Companyâs total cost of operations.
However, as a part of the Companyâs conservation of energy programme, the management has appealed to all the
employees/workers to conserve energy.

(b) Absorption of Technology:

1) The efforts made towards technology absorption:

In this era of competition, in order to maintain and increase the clients and customers, we need to provide best
quality services to our clients and customers at minimum cost, which is not possible without innovation, and
adapting to the latest technology available in the market for providing the services.

2) Benefits derived as a result of the above efforts:

As a result of the above, the following benefits have been achieved:

a) Better efficiency in operations

b) Reduced dependence on external sources for technology for developing new products and upgrading
existing products.

3) The Company has not imported any technology during the year under review.

4) The Company has not expended any expenditure towards Research and Development during the year
under review.

(5) Foreign Exchange Earnings and Outgo:

During the year, the total foreign exchange used was NIL and the total foreign exchange earned was NIL.

Transfer of Amounts to Investor Education and Protection Fund

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no
funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Corporate Social Responsibility

The Company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee and
frame a policy thereof.

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

trainees) are covered under this policy. During the year ended 31^st March 2025, Company has not received any
complaint of harassment.

Sr. No.	Particulars	No. of Complaints
a.	Complaints filed during the financial year	Nil
b.	Complaints disposed of during the financial year	Nil
c.	Complaints pending as on end of the financial year	Nil

Obligation of Company under the Maternity Benefit Act, 1961

The Company complies with the provisions of the Maternity Benefit Act, 1961 and the HR department of the company is
responsible for the same. All permanent women employees (except contractual, temporary, trainees) are covered under
this system.

Listing with Stock Exchange

The shares of the Company are listed on BSE only.

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.

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.

Material Changes and Commitments Affecting the Financial Position of the Company

There have been no material changes and commitments, 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.

Personnel

The spirit of trust, transparency and teamwork has enabled the Company to build tradition of partnership and harmonious
industrial relations. Your Directors record sincere appreciation of dedication and commitment of employees to achieve
excellence in all areas of business.

Others

1. No equity shares were issued with differential voting rights as to dividend voting or otherwise.

2. The Company has not resorted to buy back of equity shares during the year under review

3. No fraud was reported by the auditors of the Company under Section 143(12) of the Act to the Audit Committee.
Acknowledgement

The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help,
cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record
their appreciation of the dedicated efforts put in by the employees of the Company.

On behalf of the Board of Directors

sd/- sd/-

Prasanna Shirke Shubhada Shirke

Place: Mumbai Whole Time Director Director

Date: September 6, 2025 DIN: 07654053 DIN: 07654041

Registered Office:

Office No. 002, Gulmohar Complex,

Opposite Anupam Cinema, Station Road,

Goregaon(East), Mumbai 400063,

Maharashtra, India.

Mar 31, 2024

On behalf of the Board of Directors of the Company it gives me immense pleasure to present the 43^rd Annual Report of
Nyssa Corporation Limited (âThe Companyâ) along with the Balance Sheet, Profit & Loss Account and Cash Flow
Statements, for the Financial Year ended 31^stMarch, 2024.

Financial Results:

The key highlights of financial performance of the Company for the FY 2022-23 and 2023-24 are given below:

[Amount in INR. 1

Particulars	Standalone		Consolidated
Particulars	2022-23	2023-24	2022-23	2023-24
Revenue from operations	4,70,10,800	6,41,41,131	5,30,60,800	7,82,91,131
Other Income	81,87,694	99,08,118	78,84,320	63,49,282
Total Revenue	5,51,98,494	7,40,49,249	6,09,45,120	8,46,40,413
Total Expenses	4,52,38,969	4,21,85,710	5,09,82,532	5,27,40,926
Net Profit/(Loss) Before Tax	99,59,525	3,18,63,539	99,62,588	3,18,99,487
Provision for tax
- Current Tax (Income Tax)	25,00,000	80,00,000	25,00,000	80,00,000
- Earlier Year Tax (Short / Excess Provision of tax)	48,630	4,40,807	48,630	4,40,807
- Deferred Tax (Liability)/Assets	(329)	2,497	(329)	2,497
- MAT credit entitlement	-	-	-	-
Profit /(Loss) for the period from Continuing Operations	74,11,224	2,34,20,235	74,14,287	2,34,56,183
Other Comprehensive Incomes
(i) Items that will not be reclassified to Profit or Loss	_-	_-	_-	_-
(ii) Tax relating to items that will not be reclassified to profit or loss	_-	_-	_-	_-
Other Comprehensive Incomes for the year, net of tax	_-	_-	_-	_-
Total Comprehensive Income for the Period	74,11,224	2,34,20,235	74,14,287	2,34,56,183
Earnings per Equity Share (Basic and Diluted)	0.25	0.78	0.25	0.78

Review of Operations

Standalone

During the year under review, the Company has posted Total Revenue of INR. 7,40,49,249/- during the current financial
year as against INR. 5,51,98,494/- for the corresponding previous year.

Further, the Company earned Total Comprehensive Income INR. 2,34,20,235/- during the current financial year as against
total Comprehensive Income of INR. 74,11,224/- for the corresponding previous year.

Consolidated

During the year under review, the Company has posted Total Revenue of INR. 8,46,40,413 /- as against INR.
6,09,45,120/- for the corresponding previous year.

Further, the Company earned total Comprehensive Income INR. 2,34,56,183/- as against Total Comprehensive Income of
INR. 74,14,287/- for the corresponding previous year.

Share Capital

The Authorised Share Capital of the Company as on 31^st March, 2024 is INR. 5,20,00,000/- divided into 5,20,00,000 Equity
Shares of INR. 1/- each.

Issued, Subscribed and Paid-up Equity Share Capital of the Company is INR. 3,00,00,000/- comprising of 3,00,00,000
Equity shares of INR. 1/- each.

During the year under review, the Company has not issued any equity shares.

State of Affairs and Future Outlook

Dividend

In order to conserve the resources for the further growth of the Company, your Directors think fit not to recommend any
dividend for the year under review.

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profits in the profit and loss account.

Management Discussion and Analysis

Directors and Key Managerial Personnel

1. In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company
Mrs. Shubhada Shirke (DIN: 07654041), retires by rotation and being eligible; offers herself for re-appointment at the
forthcoming 43^rd Annual General Meeting. The Board recommends the said reappointment for shareholdersâ approval.

2. * DIN Status of Mr. Kamlesh Tiwari (DIN: 02679805) is deactivated due to non-filing of Form DIR-3 KYC and also he
has resigned from the post of directorship with effect from 09^th August, 2023.

3. The Members may note that pursuant to SEBIâs amendment dated July 15, 2023, applicable with effect from April 1,
2024 read with Regulation 17(1D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
continuation of a Director serving on the Board of Directors of a listed entity shall be subject to the approval by the
Members at a general meeting at least once in every five (5) years from the date of their appointment or reappointment,
as the case may be.

Further, the continuation of director serving on the Board of Directors of a listed entity as on March 31, 2024, without
the approval of the Members for a period of last five (5) years or more shall be subject to the approval of Members in
the first general meeting to be held after March 31, 2024.

Mrs. Shubhada was appointed as the Director of the Company w.e.f. September 29, 2017 whose office shall be liable
to retire by rotation.

Therefore, Mrs. Shubhada can continue as Director of the Company w.e.f. April 01, 2024 only if Members approve
continuation of his appointment as Director of the Company.

Based on the recommendation of the Nomination and Remuneration Committee and approval of the same by the
Board at its meeting held on 05/09/2024, resolution in this behalf is set out at Item No 3 of the Notice of Annual
General Meeting, for Membersâ approval

3. Based on the recommendation of the Nomination and Remuneration Committee and approval of the same by the
Board at its meeting held on 05/09/2024, Prasanna Shirke (DIN: 07654053), Whole Time Director is appointed for a
term of five years with effect from December 04, 2022 to December 03, 2027, resolution in this behalf is set out at Item
No 4 of the Notice of Annual General Meeting, for Membersâ approval.

Further, Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are:

Sr. No	Name of KMP	Designation
1.	Mr. PrasannaShirke	Whole Time Director and Chief Financial Officer
2.	Ms. Nikita Ashok Poddar	Company Secretary

Disqualification by ROC u/s 164 (2) of Companies Act, 2013

Declaration by Independent Directors

Board Meetings

During the financial year 05 (Five) Board Meetings were held on 30^th May, 2023, 11^th August, 2023, 07^th September, 2023,
10^th November, 2023 and 13^th February, 2024.

The gap between any two Board meetings during this period did not exceed one hundred and twenty days.

Attendance details of Directors for the year ended 31^st March, 2024 are given below:

Name of the Directors	Designation	No. of Board Meetings attended
Mrs. Shubhada Shirke	Non Executive Non Independent Director	05
Mr. Prasanna Shirke	Whole-time Director	05
Mr. Kamlesh Tiwari	Non Executive Independent Director	01
Ms. Sonal Atal	Non Executive Independent Director	05
Mr. Hemant Gokhakle	Non Executive Independent Director	03

Discussions with Independent Directors

Board Evaluation

Audit Committee

During the Financial Year 2023-24, 04 (Four) meetings of the Committee were held on 30 May, 2023, 11 August, 2023, 10
November, 2023 and 13^th February, 2024.

Further during the year under review, following changes took place in the Composition of the Committee. Details of the
composition of the Committee and attendance during the year are as under:

Sr.No.	Name of Directors/ Members	Designation	No. of Meetings Attended
1	Mr. Kamlesh Tiwari*	Chairman, Independent Director	01
2	Mr. Prasanna Shirke	Member, Executive Director	02
3	Mr. Hemant Gokhale**	Member, Independent Director	04
4	Ms. Sonal Atal	Chairman, Independent Director	04

* Resigned w.e.f 9^th August, 2023

** Appointed w.e.f U^,h August, 2023

Nomination & Remuneration Committee

During the Financial Year 2023-24, 03 (Three) meetings of the Committee were held on 30^th May, 2023, 11^th August, 2023
and 10^th November, 2023.

Further during the year under review, following changes took place in the Composition of the Committee. Details of the
composition of the Committee and attendance during the year are as under:

Sr.No.	Name of Directors/ Members	Designation	No. of Meetings Attended
1	Mr. Kamlesh Tiwari*	Chairman, Independent Director	01
2	Mr. Prasanna Shirke	Member, Executive Director	02
3	Mr. Hemant Gokhale**	Member, Independent Director	04
4	Ms. Sonal Atal	Chairman, Independent Director	04

* Resigned w.e.f 9^th August, 2023
** Appointed w.e.f 11^th August, 2023

Nomination and Remuneration Policy

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This
policy also lays down criteria for selection and appointment of Board Members. The Board of Directors is authorized to
decide Remuneration to Executive Directors. The Remuneration structure comprises of Salary and Perquisites. Salary is
paid to Executive Directors within the Salary grade approved by the Members. The Nomination & Remuneration
committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and
non-monetary outlay.

During the year, there have been no changes to the Policy.

Particulars of Managerial Remuneration

Further, there were no such employees, pursuant to Section 197 read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Amendment Rules, 2016.

Stakeholders Relationship Committee

The total numbers of complaints received during the year were NIL and there was no pending complaint as on 31^stMarch, 2024.

During the Financial Year 2023-24, 03 (Three) meetings of the Committee were held on 30^th May, 2023, 11^th August, 2023
and 10^th November, 2023.

Further during the year under review, following changes took place in the Composition of the Committee. Details of the
composition of the Committee and attendance during the year are as under:

Sr.No.	Name of Directors/ Members	Designation	No. of Meetings Attended
1	Mr. Kamlesh Tiwari¹	Chairman, Independent Director	01
2	Mr. Prasanna Shirke	Member, Executive Director	02
3	Mr. Hemant Gokhale²	Member, Independent Director	04
4	Ms. Sonal Atal	Chairman, Independent Director	04

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

(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.

Annual Return:

Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any subsidiary / Associate company and has not entered into joint venture with any other
company.

Further, the Company is a partner of M/s. Mark Developers, Partnership firm and has a profit sharing ratio of 99.00%.

Auditors

(i) Statutory Auditorsâ

At 40^th Annual General Meeting held on 30^th September, 2021, M/s G P Sharma & Co. LLP (FRN No. 109957W/
W100247),Chartered Accountants were appointed as statutory auditor of the Company till the conclusion of
45^th Annual General Meeting to be held in the financial year 2025-26.

(ii) Secretarial Audit

In terms of Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board of Directors of the Company had appointed Kavita Raju Joshi, Practicing Company Secretary, to
undertake Secretarial Audit of the Company for the F.Y 2023-24. The Secretarial Audit Report is enclosed as Annexure
IV to this report.

Explanation(s)/ Comment(s) pursuant to Section 134(3)(f)(i)&(ii), if any, of The Companies Act, 2013:

> Pursuant to Section 134(3)(f)(i)

There are no adverse remarks/Qualifications made in Statutory Report issued by Statutory Auditor of the
Company.

> Pursuant to Section 134(3) (f) (ii)

- 1. The Company having the functional website and they are in a process to update the same of the pending
content on the website of the Company for the F.Y. 2023-24;

- Boardâs Reply: The Company is in process to update the same.

- 2. The approval of the Board has taken on 13th January, 2023 for re-appointment of Mr. Prasanna Shirke
as a Whole-time Director w.e.f. 4th December, 2022 but the approval of members was not taken within
prescribed time. However, the approval of members has obtained at the Annual General Meeting held on
30th September, 2023 under the heading of Director liable to retire by rotation

- Boardâs Reply: The Company has taken initiative to retify the re-appointment at ensuing annual general
meeting.

(iii) Internal Audit

Annual Secretarial Compliance Report

Internal Audit & Controls

Employeesâ Stock Option Plan

The Company has not provided stock options to any employee.

Vigil Mechanism

Risk Management Policy

Corporate Governance Report

Deposits

Loans & Guarantees

Related Party Transactions

During the financial year 2023-24, your Company has entered into various arrangement / transactions with related parties
as defined under the IND - AS, all of them are in the ordinary course of business. However, pursuant to the provisions of
Section 178, 188 of the Companies Act, 2013 and Regulation 23 of the Listing Regulations, omnibus approval of the Audit
Committee was sought for entering into the related party transactions.

In accordance with the Indian AS 24, the related party transactions are disclosed under Point No 2 of Notes to Accounts
of the Financial Statements.

Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of Energy:

(b) Absorption of Technology:

1) The efforts made towards technology absorption:

2) Benefits derived as a result of the above efforts:

As a result of the above, the following benefits have been achieved:

a) Better efficiency in operations

b) Reduced dependence on external sources for technology for developing new products and upgrading
existing products.

3) The Company has not imported any technology during the year under review.

4) The Company has not expended any expenditure towards Research and Development during the year under
review.

(5) Foreign Exchange Earnings and Outgo:

During the year, the total foreign exchange used was NIL and the total foreign exchange earned was NIL.
Transfer of Amounts to Investor Education and Protection Fund

Corporate Social Responsibility

Obligation of Company 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 at
workplace (Prevention, prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees)
are covered under this policy. During the year ended 31^st March 2024, Company has not received any complaint of
harassment.

Listing with Stock Exchange

The shares of the Company are listed on BSE only.

Secretarial Standards

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.

Material Changes and Commitments Affecting the Financial Position of the Company:

There have been no material changes and commitments, 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.

Personnel

Others

1. No equity shares were issued with differential voting rights as to dividend voting or otherwise.

2. The Company has not resorted to buy back of equity shares during the year under review

3. No fraud was reported by the auditors of the Company under Section 143(12) of the Act to the Audit Committee.
Acknowledgement

On behalf of the Board of Directors

sd/- sd/-

Prasanna Shirke Shubhada Shirke

Place: Mumbai Whole Time Director Director

Date: September 7, 2024 DIN: 07654053 DIN: 07654041

Registered Office:

Office No. 002, Gulmohar Complex,

Opposite Anupam Cinema, Station Road,

Goregaon(East), Mumbai 400063,

Maharashtra, India.

Resigned w.e.f 9^th August, 2023

Appointed w.e.f 11^th August, 2023

Directorsâ Responsibility Statement

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

that:

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

Mar 31, 2015

To,

The Members of

NYSSA CORPORATION LIMITED

The Directors have pleasure in presenting the 34th Annual Report and the Audited Statement of Nyssa Corporation Limited ["Company"] for the financial year ended March 31, 2015.

1. FINANCIAL RESULTS:

The summarized Standalone financial performance of the Company for the FY 2014-15 and FY 2013-14 is given below: Amount in Rs.

Particulars FY 2014-2015 FY 2013-14

Gross Income 9,77,27,593 13,11,45,113

Profit Before Interest and Depreciation 4,54,53,967 3,28,97,488

Finance Charges 81,35,823 63,35,914

Provision for Depreciation 53,341 24,336

Net Profit Before Tax 3,72,64,802 2,65,37,238

Provision for Tax

- Current Tax - Income Tax 1,22,00,000 46,00,000

- Earlier Year Tax- Short/(Excess) Provision of Tax 15,330 1,16,302

- Deferred Tax (15,462) (1,784)

- MAT Credit entitlement - (1,09,77,652)

Net Profit After Tax 2,50,64,934 328,00,372

Balance of Profit brought forward 11,29,13,837 8,01,13,464

Balance available for appropriation 13,79,78,771 11,29,13,837

Proposed Dividend on Equity Shares Nil Nil

Tax on proposed Dividend Nil Nil

Transfer to General Reserve Nil Nil

Surplus carried to Balance Sheet 2,50,64,934 3,28,00,372

2. REVIEW OF OPERATIONS

During the year under review, the Company has posted total Income of Rs. 9,77,27,593/- as against total Income of Rs. 13,11,45,113/- in the corresponding previous year.

Net Profit after Tax for the year under review was Rs. 2,50,64,934/- as against Net Profit after Tax of Rs. 3,28,00,372/ - in the corresponding previous year.

3. FUTURE PROSPECT

The Company has been in the business of real estate development and construction since a long time and it looks forward to expand in the same field in the upcoming years. The company is on the verge of finishing both the projects of Kalyan and Surat and will be handing over the same probably in the ongoing financial year. Also the company is in the process of identifying new projects and has initiated talks with potential development of residential complexes in the Malad area of Mumbai and a site in the city of thane. The talks of both the proposed sites are in preliminary stages and the company hopes to finalize the deal and start the construction activities in upcoming financial years. Also the management of the company has discussed and envisaged that new business verticals should be added to the ongoing business activities of the company for mitigating the risk both systematic and unsystematic.

4. DIVIDEND AND RESERVES

In order to conserve the resources for the further growth of the Company, your Directors think fit not to recommend any dividend for the year under review.

5. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on 31st March, 2015 is Rs. 300 Lacs, comprising of 3,00,00,000 shares of Re. 1/- each. During the year under review, the Company has not issued any equity shares.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company Mr. Ashish Kapoor (DIN: 06638960), Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

During the year, Mr. Durgesh Kabra, (DIN: 00017670), Independent Director of Company has resigned w.e.f. November 12, 2014.

The Companies Act, 2013 (the Act) provides for appointment of Independent Directors. Sub section (10) of Section 149 of the Companies Act, 2013 (effective from April 1, 2014) provides that Independent Directors shall hold office for a term of up to five consecutive years on the Board of a Company, but shall be eligible for re-appointment on passing of a special resolution by the company in the Annual General Meeting and disclosure of such appointment in the Board's report.

Sub-section (11) states that no Independent Director shall be eligible to hold office for more than two consecutive terms of five years. Sub- section (13) states that the provisions of retirement by rotation as defined in sub-section (6) and (7) of Section 152 of the Act shall not apply to such Independent Director.

Accordingly, Mr. Kamlesh Tiwari (DIN: 02679805) has been appointed as Independent Director with effect from 12th November, 2014 for the term of 5 years subject to approval of the Shareholders of the Company.

The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. Declaration for meeting the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered into with Stock Exchanges has been received.

7. DIRECTORS' RESPONSIBILITY STATEMENT

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

8. PARTICULARS OF MANAGERIAL REMUNERATION

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 enclosed as Annexure I and forms part of this Report.

As per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 none of the employees of the Company are in receipt of remuneration exceeding Rs. 60,00,000/- per annum, if employed for whole of the year or Rs. 5,00,000/- per month, if employed for part of the year.

9. EXTRACT OF ANNUAL RETURN:

The details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure II and forms part of this Report.

10. NUMBER OF BOARD MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. During the year, 06 (Six) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

11. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

12. INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as Independent Director, under the provisions of section 149 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement.

13. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary company and has not entered into joint venture with any other company.

14. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, which gives a detailed state of affairs of the Company's operations forma a part of this Annual Report as Annexure III.

15. STATUTORY AUDITORS' AND AUDITORS' REPORT

At the 33rd Annual General Meeting held on September 29, 2014, M/s. CLB & Associates, Chartered Accountant (Firm Regd. No: 124305W) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in Calendar year 2017. In the terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s CLB & Associates, Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the Shareholders. In regard to the Company has received a Certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies act, 2013.

16. SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under, M/s. Deep Shukla, Practicing Company Secretary, have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report is enclosed as Annexure IV to this report.

17. INTERNAL AUDIT & CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statement. 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.

However, the Company is in process of appointing Internal Auditor pursuant to Section 138 of the Companies Act, 2013.

18. EXPLANATION(S)/ COMMENT(S) PURSUANT TO SECTION 134(3)(f)(i)& (ii), OF THE COMPANIES ACT, 2013: Explanation pursuant to Section 134(3)(f)(i):

There are no adverse remarks/Qualifications made in Statutory Report issued by Statutory Auditor of the Company.

Explanation pursuant to Section 134(3)(f)(il):

1. During the year under review Ms. Priti Malpani was proposed to be appointed as woman Director. However due to some technical snag the Director Identification Number could not be obtained. However the Company is taking all relevant effective steps in order to comply with the applicable provisions of the Act;

2. The Company is in process of appointment of Internal Auditor of the Company;

3. The Company is in process of appointment of Company Secretary;

4. The Company is in process of appointment of Non Executive Director in order to comply with Clause 49 of Listing Agreement and Section 178 of Companies Act, 2013 i.e to form proper composition of Nomination and Remuneration Committee.

19. APPOINTMENT OF COMPANY SECRETARY:

The Company is in process of appointing Company Secretary in whole time employment pursuant to Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

20. RE- CONSTITUTION OF AUDIT COMMITTEE

All members of the Audit Committee possess strong knowledge of accounting and financial management. The Executive Directors are regularly invited to attend the Audit Committee meetings.

Further, the Audit Committee was re-constituted as per the provision of Section 177 of Companies Act, 2013 and rules made thereunder and as per amended clauses of Listing Agreement on 12th November,2014 details of which is provided in the Corporate Governance Report along with other details.

21. RE- CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was re-constituted on 12th November, 2014 details of which are provided in the Corporate Governance Report.

22. NOMINATION AND REMUNERATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are provided on the Company's website on the following link: http://www.nyssacorporationltd.com/.

23. RE- CONSTITUTION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee was re-constituted 12th November, 2014 as per the provision of Section 178 of Companies Act, 2013 and rules made thereunder and as per amended clauses of Listing Agreement details of which is provided in the Corporate Governance Report.

24. EMPLOYEES' STOCK OPTION PLAN

The Company has not provided stock options to any employee.

25. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Whistle Blower Policy / Vigil Mechanism for directors and employees to report genuine concerns has been established. The said Policy has been uploaded on the website of the Company at http://www.nyssacorporationltd.com/. The employees of the Company are made aware of the said policy at the time of joining the Company.

26. RISK MANAGEMENT POLICY

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

27. DEPOSITS

The Company has not accepted nor renewed any fixed deposits during the FY 2014-15 and as on 31* March, 2015, there were no outstanding deposits.

28. LOANS & GUARANTEES

During the year under review, the Company has not provided any loan, guarantee, security or made any investment covered under the provisions of Section 186 of the Companies Act, 2013 to any person or other body corporate.

29. INSURANCE

The properties/assets of the Company are adequately insured.

30. RELATED PARTY TRANSACTIONS

As no related party transaction was entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons pursuant the provisions of Section 188(1) of the Companies Act, 2013 during the financial year 2014-15 the particulars as required in form AOC-2 have not been furnished.

31. CORPORATE GOVERNANCE CERTIFICATE

A Report on Corporate Governance alongwith a certificate from the Auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement forms a part of this Annual Report.

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

The Business activities carried out by the Company do not fall under the list of industries specified for which Section 134(3)(m) of the Companies Act, 2013 read with Rule 3 of the Companies (Accounts) Rules, 2014 is applicable and hence disclosures required therein are not applicable to the Company.

During the year, the total foreign exchange used was Rs.NIL and the total foreign exchange earned was Rs. NIL

33. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. 29th September, 2014), with the Ministry of Corporate Affairs.

34. GENERAL

During the year ended 31st March, 2015, there were no cases filed /reported pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed. During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations.

35. HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

36. ACKNOWLEDGEMENT

The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

For and on behalf of the Board of Directors

Place: Mumbai RAVINDRAKUMAR RUIA ASHISH KAPOOR

Date: August 13,2015 DIRECTOR & CFO DIRECTOR

[DIN: 00035853] [DIN: 06638960]

Mar 31, 2014

Dear members,

The Directors present the 33rd Annual Report together with the Audited financial Statement for the financial year ended March 31, 2014.

FINANCIAL RESULTS:

The Financial Results for the year ended March 31, 2014 are summarized below:

Particulars F.Y. 2013-14 F. Y. 2012-13

Revenue from operation 123,697,180 323,603,780

Other Income 7,447,933 1,787,091

Total Income 131,145,113 325,390,871

Expenditure (before depreciation) 104,583,539 279,122,073

Profit/(Loss) before Depreciation and Taxes 26,561,574 46,268,798

Less: Depreciation 24,336 25,326

Profit/(Loss) before Taxation 26,537,238 46,243,472 Less: Provision for Tax

* Current Taxes 4,600,000 9,550,000

* Previous year taxes 116,302 59,641

* Deferred Tax (1,784) 10,286

* MAT Credit enti. (10,977,652) -

Profit/(Loss) after Taxation 32,800,371 36,623,546

Balance brought forward 80,113,464 43,489,918

Add: Net Profit/(Net Loss) for the year 32,800,371 36,623,546

Balance Carried to Balance Sheet 112,913,836 80,113,465

Earnings per equity share (Rs. per share)

* Basic 10.93 12.21

* Diluted 10.93 12.21

PERFORMANCE:

During the year under review, the Company has posted total Income of Rs. 13,11,45,113/- as against total Income of Rs. 32,53,90,871/- in the corresponding previous year. Net Profit after Tax for the year under review was Rs. 3,28,00,371/- as against Net Profit after Tax of Rs. 3,66,23,546/- in the corresponding previous year.

FUTURE PROSPECTS:

During the year, M/s. "Om Vasistha Developers" the 100% owned firm of the company developing a residential cum commercial project at Ramwadi Bail Bazar, Kalyan (West) has completed the commercial portion and structural part of the residential portion of the project, as on date the finishing part of the residential complex is been done i.e. 90% of the project has been completed and the balance work is expected to be completed in 4 months and the completion handover of the building is expected by Jaunary 2015.

"Mark Developers" is a partnership firm with 75% share of Company & is developing a residential cum commercial complex at Dindoli within the limit of Surat Municipal Corporation. The project is nearing completion i.e. 80% of the work is done as of date and it is expected to be completed by May 2015. Further the Company is planning to adopt more projects in real estate in the near future.

DIVIDEND:

In order to conserve the resources for the further growth of the Company, your Directors think fit not to recommend any dividend for the year under review.

AUDITORS:

M/s. CLB & Associates, Chartered Accountants, Mumbai, the Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting till the conclusion of 36th Annual General Meeting. The members are requested to appoint auditors and to fix their remuneration.

AUDITORS'' REPORT:

The Report of the Auditors of the Company is self explanatory and do not call for any further explanation by the Board of Directors.

DIRECTORS:

In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Ravindrakumar Ruia, Director of the Company, is liable to retire by rotation at the ensuing Annual General meeting and being eligible, offered himself for re-appointment. Board of Directors recommends the above re-appointment.

Pursuant to the provisions of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company had appointed Mr. Vivek Moolchand Sharma as Independent Director of the Company.

In accordance with Section 149(4) and other applicable provisions, if any, read with Schedule IV of the Companies Act, 2013, the Company has to appoint 1/3rd of the total Directors as Independent Directors, for a maximum period of 5 years and they are not liable to retire by rotation.

Accordingly, the Board of Directors proposes to appoint the existing Independent Director i.e. Mr. Vivek Moolchand Sharma as an Independent Director of the Company under Section 149 of the Companies Act, 2013 for term up to 5 (five) years, respectively, in ensuing Annual General Meeting.

In the opinion of the Board, they fulfill the conditions specified in the Act and the Rules made thereunder for appointment as Independent Director and he is independent of the management.

The Company has received declarations from the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. Members are requested to refer to the annexure of Notice, in regards to experience, qualification and tenure of the Independent Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the erstwhile Companies Act, 1956 with respect to the Directors'' Responsibilities Statement, it is hereby confirmed:-

i) that in the preparation of the annual accounts for the year 2013-14, the applicable accounting standards have been followed and there are no material departures;

ii) that the directors have selected such accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the statement at the end of the financial year viz., 31st March, 2014 and of the Profit of the Company for the that financial year;

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 of the company on a going concern basis.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits during the year ended March 31, 2014.

DETAILS OF EMPLOYESS UNDER THE COMPANIES (PARTICULARS OF EMPLOYEES) RULE 1975 (AS AMENDED UPTO DATE):

The information required under sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 duly amended by the Companies (Particulars of Employees) Rule, 2011 for the year ended 31st March, 2014 is not applicable to the Company as none of the employee is drawing remuneration more than the limits presently specified under the said rules.

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

The provision of Section 217(1)(e) of the erstwhile Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1998, are not applicable to the Company as the Company is not doing any manufacturing activity.

The Company has not earned or expended any foreign exchange during the year under the review. CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges.

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Annual Report.

Certificate from the Auditors of the Company, M/s. CLB &Associates., Chartered Accountants, regarding compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Report on Management Discussion and Analysis as required under the Listing Agreement with the Stock Exchanges is enclosed to this Report. Certain statements in this section may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

COMMITTEES:

During the period under review, the Board of Directors of the Company has constituted Remuneration Committee. The constitution of the Remuneration Committee is as follows:

Mr. Durgesh Kabra - Chairman, Non Executive Independent

Mr. Vivek Moolchand Sharma - Non-Executive Independent

Mr. Ashish Kapoor - Executive

In accordance with provision of Companies Act, 2013, the Board of Directors of the Company has re-named the existing committees viz., Stakeholders Relationship Committee [formerly known as Shareholders''/Investors'' Grievance Committee"] and Nomination and Remuneration Committee [formerly known as Remuneration Committee"] w.e.f. 13th August, 2014.

LISTING:

At present, 3,00,00,000 Equity Shares of the Company are listed at the Bombay Stock Exchange Limited (BSE). The Company has paid the applicable Annual listing fees to the BSE for the year 2014-15.

DEMATERIALISATION OF SHARES:

The Company has established the connectivity with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited with activated ISIN- INE812K01027, the shareholders have option to dematerialize their shares with CDSL as well as NSDL.

SECRETARIAL COMPLIANCE REPORT:

Since your Company comes within the purview of the Section 383A of the Companies Act, 1956, it has to obtain Compliance Certificate for the financial year 2013-14 from the Practicing Company Secretary and the same is attached with this report.

ACKNOWLEDGEMENT:

The Directors take this opportunity to express their gratitude and thanks to the esteemed clients, Members, Banks, SEBI (Securities and Exchange Board of India), Bombay Stock Exchange Limited, Central, State and Local Government for their continued support and cooperation.

For and On behalf of the Board of Directors

Place : Mumbai Date : 30th August, 2014

Director Director

Mar 31, 2013

To, The Members of Ravinay Trading Company Limited

The Directors have pleasure in presenting their Report on the operations of the Company, together with the Audited Accounts for the financial year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS :

(Amount In Rs.)

Particulars Year ended Year ended 31.03.2013 31.03.2012

Total Income 32,53,90,871 9,54,42,951

Total Expenditure 2,79,147,398 9,21,49,472

Profit/(Loss) Before Taxes 4,62,43,472 32,93,479

less: Provision for Tax 95,50,000 7,00,000

Less: Provision for Deferred Taxation 10,286 1,426

Less: Short/ (Excess) Provision of Tax 59,641 (1,45,749)

Less: Income tax in respect of earlier year 3,70,070

Profit / (Loss) After Tax 3,66,23,546 23,67,732

Add: Balance brought forward from previous year 4,34,89,919 4,11,22,187

Balance Carried to Balance Sheet 8,01,13,465 4,34,89,919

BUSINESS OUTLOOK:

The Profit after tax for the year (2012-13) is Rs.3,66,23,546/- as compared to previous year (2011-12) which was Rs. 23,67,732/-

FUTURE PROSPECTS:

During the year, "Om Vasistha Developers" proprietorship firm is developing a residential cum commercial project at Ramwadi Bail Bazar, Kalyan (W) and the project is in full swing, as on date 17th Floor of the building is completed i.e. 66% of the construction has been completed and the work is under progress. The project is expected to be completed by the mid of 2014.

"Mark Developers" is a partnership firm with 75% share of Company & is developing a residential cum commercial complex at Dindoli within the limit of Surat Municipal Corporation. The project is under construction i.e. 70% of the work is done as of date. Further the Company is planning to adopt more projects in real estate in the near future.

DIVIDEND:

Your Directors do not recommend any dividend for the financial year 2012-13 with a view to conserve the resources for future.

DIRECTORS:

During the year under review, Mr. Durgesh Kabra, Director of the Company retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

During the year under review, Mr. Vardhman Mishrilal Jain resigned from the directorship due to his pre-occupation w.e.f. July 01, 2013. The Board of Directors expressed appreciation for the services rendered by him during his tenure as Director of the Company.

Mr. Ashish Kapoor who was appointed as Additional Directors of the Company by the Board of Directors on 01st July, 2013 and whose terms of office expire at this Annual General Meeting are proposed to be appointed as Directors of the Company.

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

The provision of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1998, are not applicable to the Company as the Company is not doing any manufacturing activity.

The Company has not earned or expended any foreign exchange during the year under the review.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee in receipt of remuneration equal to or exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

(i) That in the preparation of the Annual Accounts for the financial year ended 31 * March 2013; the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) That the Directors had 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 of the Company for the year under review.

(iii) That the Directors had 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 had prepared the Annual Accounts for the financial year ended 31st March 2013 on a ''going concern'' basis.

AUDITORS:

The Auditors of the Company, M/s. CLB & Associates., Chartered Accountants hold office till the conclusion of the 32nd Annual General Meeting and being eligible offer themselves for re-appointment.

COMMENT ON AUDITORS'' REPORT:

M/s. CLB & Associates., Chartered Accountants, Mumbai, the Statutory Auditors of your Company, submitted their reports for the year ended 31st March, 2013 which are self explanatory and requires no comments or explanation under Section 217(3) of the Companies Act, 1956.

PUBLIC DEPOSITS:

During the Financial Year 2012-13, the Company has not accepted any fixed deposits from public within the meaning of the Companies Act, 1956.

LISTING:

At present, 30,00,000 Equity Shares of the Company are listed at the Bombay Stock Exchange Limited (BSE). The Company has paid the applicable Annual listing fees to the BSE for the year 2013-14.

SUBSIDIARY COMPANY:

The Company does not have any Subsidiary Company by virtue of High Court Order dated 3"" August, 2012.

DEMATERIALISATION OF SHARES:

The Company has established the connectivity with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited with activated ISIN- INE812K01019, the shareholders have option to dematerialize their shares with CDSL as well as NSDL.

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges.

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Annual Report.

Certificate from the Auditors of the Company, M/s. CLB &Associates., Chartered Accountants regarding compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is annexed to this Annual Report.

SECRETARIAL COMPLIANCE REPORT:

Since your Company comes within the purview of the Section 383A of the Companies Act, 1956, it has to obtain Compliance Certificate from the Practicing Company Secretary. The Company had approached M/s. Deep Shukla & Associates., Practicing Company Secretaries, Mumbai for Secretarial Audit Report of the Company for the financial year 2012-13 and the same is attached with this report.

ACKNOWLEDGEMENTS:

The Directors take the opportunity to thank all investors, business partners, clients, vendors, bankers, employees, Statutory Auditors and advisors for their continuous support during the year.

For Ravinay Trading Company Limited

Date :1st July, 2013 Sd/- Sd/-

Place: Mumbai R.V.Ruia Vardhman Jain

Director Director

Mar 31, 2009

The Directors hereby present their Twenty-eighth Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2009.

Financial Results:

2008-2009 2007-2008

Gross Profit/(Loss) 7,44,048 5,13,703

Depreciation - -

Provision for Taxation 81,000 500

(Debits) relating to earlier year 11,164 -

Brought Forward from last years account 32,63,126 27,49,923

Appropriations:

Transfer to General Reserve - -

Proposed Dividend - -

Corporate Dividend Tax - -

Balance Carried to Balance Sheet 39.15.010 32,63,126

39,15,010 32,63,126

Dividend:

In order to conserve resources, the Directors do not recommend payment of any Dividend, for the year under review.

Directors:

Mrs. R.R. Ruia retires by rotation at the ensuing Annual General Meeting and is eligible for re- appointment.

Disclosure of Particulars:

The requirement of furnishing particulars under the rules relating to the conservation of energy and technology absorption as prescribed u/s.217 (l)(e) of the Companies Act, 1956 do not apply to the Company in respect of the year under reference. The Company has not earned or expended any foreign exchange during the year under reference.

Pursuant to the provisions of the Companies Act, 1956, the accounts together with the Directors Report of Vinaykumar Family Trading & Holding Co. Ltd., the Companys subsidiary, for the year ended 31st March, 2009, are attached to the Balance Sheet of the Company.

Particulars of Employees:

None of the employees is in receipt of remuneration for the year which in aggregate was more than the limit prescribed under Section 217(2A) of The Companies Act, 1956 and Rules made there under.

Directors Responsibility:

Pursuant to Section 217(2M) of the Companies (Amendment) Act, 2000, the Directors state as under:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure;

(ii) that the Directors had 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 of the Company for that period;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

Secretarial Compliance Certificate:

Pursuant to the proviso to Sub-Section (1) of Section 383A of the Companies Act, 1956 and the Rules made there under, the requisite Secretarial Compliance Certificate is attached to this Report.

Auditors:

M/s. K.D. Vyas & Co., Chartered Accountants, Mumbai, the Auditors of the Company, retire at the forthcoming Annual General Meeting and approval of members is being sought at the Annual General Meeting for their re-appointment.

For and on Behalf of the Board of Directors

R. V. RUIA DIRECTOR

Regd. Office: State Bank Bldg.Annexe Bank Street, Fort Mumbai 400 023

Mumbai, Dated 30th June 2009

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