The Board of Directors have pleasure in presenting before you the 39^th Annual Report and Audited Statements of Accounts for the Financial Year (FY) ended as on 31^st March, 2024.

1. SIGNIFICANT CHANGES DURING THE FINANCIAL YEAR (FY) UNDER REPORT

(i) Withdrawal of Investment from Landcare Associates LLP: -

During the FY under Report, the Company had withdrawn its Partnership from Landcare Associates LLP in which the Company had invested ' 1,94,99,000/-. On withdrawal the amount invested has been received back.

(ii) Sale of Shares by the Promoters & Changes in Promoters of the Company: -

During the FY under Report, the erstwhile Promoters of the Company viz., Mrs. Namrata Kapil Jain, Ms. Prachi Dhannalal Jain and Sureshchand Chhotelal Jain (HUF) ('The Sellers') sold their entire Shares to Mr. Sohan Lal Garg and Mrs. Kriti Jain ('The Acquirers'). The Acquirers had executed a Share Purchase Agreement with Sellers on 25^th August, 2023 for acquisition of 19,60,154 Equity Shares of ' 10/- each, representing 53.12% of the Voting Share Capital of the Company at a price of ' 18.00/- (Rupees Eighteen Only) per Equity Share of ' 10/- each for a total consideration of ' 3,52,82,772/- (Rupees Three Crore Fifty Two Lakhs Eighty Two Thousand Seven Hundred and Seventy Two Only).

Pursuant to Clause No. 3.3.5 of the Open Offer, the Acquirers became the Promoters of the Company and the Sellers ceased to be the Promoters of the Company in accordance with the provisions of Regulation 31A of the SEBI (LODR) Regulations.

Accordingly, Mrs. Namrata Kapil Jain, Ms. Prachi Dhannalal Jain and Sureshchand Chhotelal Jain (HUF) ceased to be the Promoters of the Company and Mr. Sohan Lal Garg and Mrs. Kriti Jain became the Promoters of the Company.

Pursuant to the aforesaid acquisition of Shares, the Open Offer provisions were triggered and accordingly, the Acquirers had given an Open Offer for acquisition of upto 9,59,400 (Nine Lakhs Fifty Nine Thousand and Four Hundred) fully paid-up Equity Shares of Face Value ' 10/- each at an Offer Price of ' 18.00/- (Rupees Eighteen Only) (price determined in terms of Regulation 8(2)) per Equity Share of '10/- each, payable in cash, representing 26.00% of the Voting Share Capital.

The Offer was open for 24^th November, 2023 and the said Offer was closed on 8^th December, 2023. The Shareholders of the Company holding 15 Equity Shares at an Offer Price of ' 18/- per share amounting to ' 270/- had tendered their Shares under the said Open Offer and the consideration was paid to the them on 18^th December, 2023.

The Open Offer was completed on 21^st December, 2023.

(iii) Changes in Directors and Key Managerial Personnel: -

Pursuant to the Change in Promoters of the Company, there were changes in the Directors and Key Managerial Personnel of the Company during the Financial Year under Report as detailed herein below: -

a) Mr. Prem Krishan Jain and Mrs. Kriti Jain were appointed as the Additional Directors of the Company w.e.f. 25^th October, 2023 who represent the new Promoters.

b) Mrs. Namrata Kapil Jain, Ms. Nikita Dhannalal Jain resigned as the Directors of the Company w.e.f. 25^th October, 2023.

c) Ms. Prachi Dhannalal Jain resigned as the Chief Executive Officer of the Company w.e.f. 25^th October, 2023.

d) Mr. Satishkumar Shantilal Mehta resigned as an Independent Director of the Company w.e.f. 4^th January, 2024

e) Mr. Trilokinath Bansal was appointed as an Additional Director of the Company in the Independent Category w.e.f. 11^th January, 2024.

f) Mr. Bhupinder Singh Bedi was appointed as an Additional Director of the Company in the Independent Category w.e.f. 11^th January, 2024 who subsequently resigned on 23^rd April, 2024.

g) Mr. Rajendrakumar Ghevarchand Daga resigned as the Independent Director of the Company and ceased to be the Chairman of the Company as well as Committees w.e.f. 11^th January, 2024.

h) Mr. Pushpendra Raikwar resigned as the Company Secretary and Compliance Officer of the Company w.e.f. 4^th January, 2024.

i) Mr. Suresh Adav resigned as the Chief Financial Officer of the Company w.e.f. 4^th January, 2024

j) Mr. Mohit Jain was appointed as the Chief Financial Officer of the Company w.e.f. 11^th January, 2024.

k) Mr. Dipen Vijaykumar Shah was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 11^th January, 2024.

l) Mr. Prem Krishan Jain was appointed as the Chairman & Whole Time Director of the Company w.e.f. 11^th January, 2024.

m) All the Committees of the Board of Directors were reconstituted pursuant to the changes in the Directors and KMP of the Company.

(iv) Issue of further Shares and Convertible Warrants on Preferential Basis: -

a) The Board of Directors of the Company in its meeting held on 14^th February, 2024 and the shareholders in their Extra Ordinary General Meeting held on 12^th March, 2024 increased the Authorized Share Capital of the Company from ' 3,75,00,000/- to ' 10,00,00,000/-.

b) The Board of Directors of the Company in its meeting held on 14^th February, 2024 and the shareholders in their Extra Ordinary General Meeting held on 12^th March, 2024 had also decided to Issue 8,75,000 Equity Shares and 13,50,000 Convertible Warrants of ' 10/- each for Cash at a Premium of ' 48.25 per Share/Warrant total amounting to ' 7,86,37,500/- on Preferential Basis. Out of that, the Company had allotted 7,75,000 Equity Shares and 13,50,000 Convertible Warrants before 31^st March, 2024 and the remaining 1,00,000 Equity Shares were allotted during the current Financial year on 2^nd April, 2024.

c) The Company has completed the procedure for Listing of 8,75,000 Equity Shares and its Trading Approval on BSE Ltd., Accordingly at present the Listed Share Capital of the Company is ' 4,56,50,000/-

(v) During the FY under Report the Company has shifted its Registered office from Prabhadevi, Mumbai to

22, 7^th Floor, Manek Mahal,Next to Ambassadar Hotel, 90 Veer Nariman Road Mumbai - 400020

The Shareholders of the Company are requested to take note of the same.

2. FINANCIAL RESULTS

The Financial Results for the Financial Year ended on 31^st March, 2024 are briefly given below:-

(' in Hundreds)

3. COMPANY'S AFFAIRS, PERFORMANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT Review of Operations:

All figures are in ' Hundreds

The Company has deployed its funds in Investment in Securities and for purchase of property

During the Financial Year under review the Revenue from Operations of the Company was ' 96,520/- as against of ' 21,141/- of the previous year. The other income of the Company was ' 850/- as against ' 1,055/- of the previous year. The Company has earned a Profit of ' 44,337/- as against the Loss of ' 1,009/-of the previous year.

4. KEY FINANCIAL RATIOS

Details of significant changes in Key Financial Ratio, along with detailed explanation thereof has been given in Note No. 36 under the head 'Statement of Ratio Analysis' of the Financial Statements for FY 2023-2024.

5. CAUTIONARY STATEMENT

Statements in this report, particularly those which relate to Management Discussion and Analysis, describing, if any, the Company's objectives, projections, estimates and expectations may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

6. TRANSFER TO RESERVES

Your Company has not proposed to transfer any amount to the General Reserve.

7. DIVIDEND

With a view to augment long term reserves and to plough back the earnings in the Company itself, your Directors do not recommend any Dividend on the Shares of the Company.

8. PUBLIC DEPOSITS

During the Financial Year 2023-2024, your Company had not accepted any Deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

9. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

The Company has adequate internal control systems to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. An Internal Auditor has been appointed for this purpose.

The Audit Committee of the Board reviews the Internal Audit Reports and the adequacy and effectiveness of internal controls periodically.

10. LISTING AGREEMENT & FEES

The annual listing fees for the Financial Year 2023-2024 as well as for the Financial Year 2024-2025 have been paid to BSE Limited, where your Company's Shares are listed.

11. HOLDING COMPANIES, SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES

As of the close of the Financial Year 2023-2024, the Company did not have any Holding Company, Subsidiary Company and Associate Company.

12. ANNUAL RETURN

Pursuant to provisions of Section 134 read with Section 92 of the Companies Act, 2013, as amended; copies of Annual Returns filed with the MCA are available at the website of the Company viz., www. fundvisercapital.in and the Annual Return for the Financial Year 2023-2024 will be uploaded on the website of the Company after filing of the same with MCA.

13. NUMBER OF MEETINGS OF THE BOARD, COMMITTEE AND GENERAL MEETINGS

During the Financial Year 2023-2024, Sixteen (16) Board Meetings, Two (2) General Meetings, Six (6) Audit Committee Meetings, Three (3) Nomination and Remuneration Committee Meetings and Two (2) Stakeholder Relationship Committee Meetings and One (1) Independent Directors Meeting were convened and held.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The dates of Board Meetings held during the Financial Year were 10^th April, 2023; 23^rd May, 2023, 17^th June, 2023, 30^th June, 2023, 11^th August, 2023, 25^th October, 2023, 3^rd November, 2023, 17^th November, 2023, 21^st November, 2023, 18^th December, 2023, 20^th December, 2023, 11^th January, 2024, 18^th January, 2024, 14^th February, 2024,12^th March 2024 and 31^th March, 2024.

In addition to that separate meeting of Independent Directors was also held on 3^rd November, 2023.

Details of Attendance of each Director at the Board Meeting, the Last AGM and other Indian Companies Directorships and Committee Memberships held by them and number of Shares held by the Non-Executive Directors as on 31^st March, 2024 are as follows:-

[NED= Non-Executive Director, ED= Executive Director P = Promoter Director, I= Independent Director]

Note :- (*) Includes One Separate Meeting of the Independent Director.

The details of Appointment and Cessation of Directors is already discussed in Point No. 1(iii) above.

Audit Committee:

The Audit Committee during the Financial Year under Report consisted of Mr. Rajendrakumar Daga, Mr. Satishkumar Mehta and Ms. Nikita Jain as the members of the Committee. Mr. Satishkumar Mehta was the Chairman of Audit Committee.

Pursuant to the changes in management of the Company, the Audit Committee was reconstituted and as on 31^st March, 2024, Mr. Triloki Nath Bansal, Mr. Bhupinder Singh Bedi and Mr. Prem Krishan Jain were the members of the Committee. Mr. Triloki Nath Bansal is the Chairman of the Audit Committee.

Audit Committee held total Six (6) Meetings during the Financial Year under review on 10^th April,2023, 23^rd May, 2023, 11^th August, 2023, 3^rd November, 2023, 11^th January, 2024 and 14^th February, 2024.

Mr. Rajendra Kumar Daga and Mr. Satish Mehta attended 4 (Four) Audit Committee Meetings. Ms. Nikita Jain attended 2 (Two) Audit Committee Meetings. Mr. Prem Krishan Jain attended 3 (Three) Audit Committee Meetings and Mr. Triloki Nath Bansal and Mr. Bhupinder Singh Bedi attended 1 (One) Audit Committee Meeting.

Nomination and Remuneration Committee:

The Nomination & Remuneration Committee (NRC) during the Financial Year under Report consisted of Mr. Rajendrakumar Daga, Mr. Satishkumar Mehta and Mrs. Namrata Jain as the Members of the Committee. Mr. Rajendrakumar Daga was the Chairman of the NRC.

Pursuant to the changes in management of the Company, the NRC was reconstituted and as on 31^st March, 2024, Mr. Triloki Nath Bansal, Mr. Bhupinder Singh Bedi and Mrs. Kriti Jain were the members of the Committee. Mr. Triloki Nath Bansal is the Chairman of the NRC.

NRC held total 3 (Three) Meetings during the Financial Year under review on 11^th August, 2023, 25^th October, 2023 and 4^th January, 2024.

Mr. Rajendra Kumar Daga and Mr. Satish Mehta attended 3(Three) NRC Meetings. Mrs. Namrata Jain attended 2 (Two) NRC Meetings and Mrs. Kriti Jain attended 1 (One) NRC Meeting.

Stakeholders Relationship Committee:

The Stakeholders Relationship Committee (SRC) during the Financial Year under Report consisted of Mr. Rajendrakumar Daga, Chairman, Mr. Satishkumar Mehta, Non-Executive Independent Director, Mrs. Namrata Jain, Non-Executive Promoter Director. Mr. Rajendra Daga was the Chairman of the Committee.

Pursuant to the changes in management of the Company, the SRC was reconstituted and as on 31^st March, 2024, Mr. Triloki Nath Bansal, Mr. Bhupinder Singh Bedi and Mr. Prem Krishan Jain were the members of the Committee. Mr. Triloki Nath Bansal is the Chairman of the SRC.

NRC held total 2 (Two) Meetings during the Financial Year under review on 6^th January, 2024 and 7^th March, 2024.

Mr. Rajendra Kumar Daga attended 1 (One) SRC Meeting. Mr. Prem Krishan Jain attended 2 (Two) SRC Meetings and Mr. Triloki Nath Bansal attended 1 (One) SRC Meeting.

14. DIRECTORS' RESPONSIBILITY STATEMENT

Directors' Responsibility Statement prepared pursuant to the provisions of Section 134(5) of the Companies Act, 2013 is furnished below as required under Section 134(3) (c).

Directors state that:-

a) In the preparation of the Annual Accounts for the Financial Year ended 31^st March, 2024 the applicable Accounting Standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same.

b) Accounting Policies as mentioned in Part-B to the Financial Statements have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the Profit of the Company for the Financial Year ended on that date.

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

d) The Annual Accounts have been prepared on a going concern basis;

e) Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

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

15. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given Declarations under Section 149 (7) of the Companies Act, 2013 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. AUDITORS AND AUDITORS' REPORT

a) Internal Auditor

C M Lopez & Co Chartered Accountant was appointed as an Internal Auditor of the Company as per the provisions of Section 138 of the Companies Act, 2013 for the Financial Year 2023-2024.

He has conducted Internal Audits periodically and submitted his reports to the Audit Committee. His Reports have been reviewed by the Statutory Auditors and the Audit Committee.

b) Statutory Auditor

M/s. JMT & Associates, Chartered Accountants having FRN: 104167W and Peer Review No. 012502 were appointed as the Company's Statutory Auditor and their term of appointment is valid till the conclusion of Annual General Meeting to be held in the year 2026.

The Auditors Report to the Shareholders for the financial year under review does not contain any qualification.

No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in Board's Report.

c) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 your Company has appointed Ghatpande & Ghatpande Associates, Company Secretaries having Firm Registration No. P2019MH0772200 and Peer Review No.: 4537/2023 to conduct the Secretarial Audit of your Company for the FY 2023-2024. The Secretarial Audit Report is annexed herewith as Annexure - I to this Report which is qualified by the Secretarial Auditors on following point:-

‘The Independent Directors of the Company have so far not registered on the Portal of ‘Independent Director’s Data Bank’ introduced by Indian Institute of Corporate Affairs.’

In this Connection the Directors state that the Independent Directors of the Company have not registered on the Portal of 'Independent Director's Data Bank'. The Independent Directors have already been informed about the said requirement.

d) Cost Audit

For the Financial Year under Report the appointment of Cost Auditor and obtaining their Report was not applicable to the Company.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

During the Financial Year 2023-2024, Company has not provided any Loans or Guarantees under Section 186 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014.

The Details of Investments made as on 31^st March, 2024 are as follows:

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year under Report, there were no transactions with the Related Parties except payment of remuneration to the Directors and KMP Accordingly, the particulars of the same are reflected in Form AOC - 2 in terms of Section 134 (3) (h). The same has been attached herewith as Annexure II.

19. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT

The material changes and commitments between the date of the Balance Sheet and the Date of Report are as under: -

i) The Company had invested in the Equity Shares of Starlight Box Theatres Private Limited ('Starlight') and the said Starlight has become the Subsidiary of the Company with effect from 23^rd May, 2024, pursuant to the provisions of Section 2(87) of the Companies Act, 2013 with the holding of 51.61% in Starlight.

ii) Mr. Bhupinder Singh Bedi resigned as the Independent Director of the Company w.e.f. 23^rd April, 2024 and Mr. Vinodkumar Kamtaprasad Singh was appointed as an Additional Director in the Independent Category w.e.f. 23^rd April, 2024.

iii) Mr. Suresh Kumar Jain was appointed as an Additional Director in the Independent Category w.e.f. 12^th August, 2024.

Other than the aforementioned, 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.

20. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

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

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is as follows:

A] Conservation of Energy and Technology Absorption:

(i) The steps taken or impact on conservation of energy: NIL

(ii) The operations of your Company are not energy intensive.

(iii) The steps taken by the Company for utilizing alternate sources of energy: NIL

(iv) The capital investment on energy conservation equipment: NIL

B] Technology absorption:

(i) The efforts made towards technology absorption: Not Applicable.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): Not Applicable.

C] Foreign Exchange Earnings and Outgo

During the Financial Year under Report, there are no foreign exchange earnings and outgo.

22. RISK MANAGEMENT POLICY

The Company has formulated various policies and procedures to face the risks and challenges affecting the Business of the Company. The Company has a Risk Management Policy in place and the risks are being reviewed regularly. Various risks such as financial risk arising out of the operations, increased competition in the sectors/areas of the Company, business conditions in the markets and other risks have been identified and taken into account while formulating policies. The Directors get themselves trained and educated on various risks factors. Periodic reviews are also being taken to improve the same.

23. NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of Nomination and Remuneration Committee framed the policy for selection and appointment of Directors, KMP's and senior Management personnel and their remuneration. The same has been uploaded on the website of the Company. The link for accessing the same is http:// www.fundvisercapital.in.

24. STATEMENT REGARDING COMPLIANCE WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT, 2013

The Company has formed a committee under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to ensure protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment. No such instance took place during the reporting Financial Year.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 in respect of CSR activities are not applicable to the Company. The Company voluntarily also has not undertaken any CSR activity.

26. BOARD EVALUATION

Pursuant to the provisions of the Section 134 (3) (p) of the Companies Act, 2013, Rules there under and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) 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 Audit, Nomination and Remuneration and other statutory committees. Performance evaluation has been carried out as per the Nomination and Remuneration Policy.

27. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the Financial Year under Report, there was no change in the nature of the Business of the Company.

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

During the financial year under Report, the changes in Directors and KMP are discussed in Point No. 1(iii) above.

29. DIRECTORS PROPOSED TO BE RE-APPOINTED AT THE ENSUING ANNUAL GENERAL MEETING

All the present Directors of the Company are Additional Directors and they hold office till the date of the ensuing Annual General Meeting. They have offered themselves for reappointment and the necessary Resolutions have been recommended for your approval at the ensuing Annual General Meeting.

30. CHANGES IN CAPITAL

The Changes in Capital during the Financial Year under Report are detailed in Point No. 1(iv) herein above.

31. PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of remuneration aggregating to ' 102/- Lakh or more per year or ' 8.50 Lakh or more per month when employed for a part of the year and the particulars as required under Section 197 (12) read with the Rule 5(2) and 5 (3) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

32. CASH FLOW

A Cash Flow Statement for the financial year ended 31^st March 2024 is attached to the Financial Statement.

33. CORPORATE GOVERNANCE

Pursuant to Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Corporate Governance provisions are applicable to the Listed Entities having paid up Equity Share Capital of more than ' 10/- Crores or Net Worth exceeding ' 25/- Crores as on the last day of the previous Financial Year.

The Net Worth of the Company as on 31^st March, 2024 was ' 10,85,55,000/- i.e. less than ' 25/- Crore and the Equity Share Capital of the Company was ' 4,46,50,000/- i.e. less than ' 10/- Crore.

As such the Company is not fulfilling both the criteria of Equity Share Capital and Net Worth as stipulated under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and hence the Compliance with Corporate Governance provisions as stipulated under SEBI (LODR) Regulations, 2015 are not applicable to the Company. Hence, the Corporate Governance Report is not attached to this Report.

34. ENVIRONMENTAL, SOCIAL AND GOVERNANCE [ESG]

The Company at present is engaged in the Business of Investment in Securities and Properties.

The Company is committed to doing business in a responsible and sustainable manner with the highest standards of integrity. The Company is focused on achieving the ESG causes with initiatives like responsible usage of energy & water, effective plastic and paper waste management, protection of human rights and employee's rights, engagement with the stakeholders, and social welfare.

Even though the Corporate Governance provisions are not applicable, the Company in its course of Business undertakes the best Corporate practices and strongly believes in complete transparency to its stakeholders.

35. DEMATERIALISATION OF EQUITY SHARES

As per SEBI Circular No. SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20^th April, 2018 the Shareholders holding Shares in Physical Form are required to submit their copies of PAN Card and Bank Account details. The Shareholders holding the Shares in Physical Form are requested, if not already done, to forward the same to the Registrar & Share Transfer Agents - Satellite Corporate Services Private Limited at the earliest. Please note that no transfer of Shares is allowed in Physical Form.

36. SECRETARIAL STANDARDS

During the financial year under review the Company has complied with all applicable mandatory Secretarial Standards issued by Institute of Company Secretaries of India, and approved by the Central Government u/s 118(10) of the Companies Act, 2013.

37. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations and in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism / Whistle Blower and the same is available on the Company's website.

38. STATEMENT REGARDING DEVIATION OR VARIATION OF FUNDS

During the Financial Year under Report and till date, there was no deviation or variation of utilization of funds raised by way of issue of 8,75,000 Equity Shares and 13,50,000 Convertible Warrants. The Company has submitted the necessary Declaration to BSE Ltd., as required under SEBI LODR Regulations, 2015.

39. STATEMENT REGARDING INDEPENDENT DIRECTORS

The Board of Directors is of the opinion that the Independent Directors including the Independent Directors appointed during the financial year holds the highest standards of integrity and possess necessary expertise and experience including proficiency in the field in which the Company operates.

40. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 [IBC]

There is no application made by the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) [IBC] nor there are any proceeding pending under IBC.

41. DETAILS OF VALUATION DONE BY THE COMPANY IN TERMS OF RULE 8(5)(xii) OF THE COMPANIES (ACCOUNTS) RULES, 2014

This Clause is Not Applicable to the Company.

42. ACKNOWLEDGMENT

The Directors place on record their appreciation for the co-operation and support extended by the Shareholders, Employees and Well Wishers of the Company all the times.

By Order of the Board of Directors For Fundviser Capital (India) Limited

Prem Krishan Jain

Place: -Mumbai Chairman & Whole Time Director

Date: - 12^th August, 2024 [DIN: 09304822]