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2 excluding Section 8 Company, Struck off Company, Amalgamated Company and LLPs

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 09 (Nine) times as on May 30, 2022; June 27, 2022 July 29, 2022; August 8, 2022; August 16, 2022; September 02, 2022; November 14, 2022; December 15, 2022, and March 1, 2023.

The details of attendance of each Director at the Board Meetings are given below:

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

Independent Directors:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has two Non-Promoter Non-Executive Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

A separate meeting of Independent Directors was held on March 01, 2023 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions as Independent Directors and are independent of the Management. Further, all the Independent Directors have registered themselves with Independent Directors' Data Bank. None of Independent Directors have resigned during the year.

During the year under review, there was following change in constitution of the Board of Directors of the Company.

Changes in Board Composition during the financial year 2022-23 and up to the date of this report is furnished below: i. In the Board Meeting held on May 30, 2022:-

? On the recommendation of the Nomination and Remuneration Committee and Board of Directors, Mr. Baldevbhai Manubhai Patel (DIN: 00191708) was appointed as an Additional Executive Director of the Company subject to approval from Stock Exchange.

? Took on record the withdrawal of resignation of Mr. Chirag Thakkar (DIN: 01993020) as an non-executive director and designated director of the company therefore board of Directors decided not to proceed with application with stock exchange for resignation of Mr. Chirag Thakkar (DIN: 01993020) as non-executive director and designated director which was duly approved in the board meeting held on March 16, 2021.

? Taken on record appointment of Mr. Baldevbhai Manubhai Patel (DIN: 00191708) as an Additional Executive Director and Designated Director w.e.f August 16, 2022 pursuant to approval of Bombay Stock Exchange Limited (No. NSE/MEM_COMP/4C/432/01) dated August 12, 2022 and approval of BSE Limited (MO/DD/ 07152022104352) dated July 15, 2022, in terms of provisions of Section 161 of the Act and Articles of Association of the Company and who holds the office up to the date of this Annual General Meeting.

Approval of Members were taken for regularization of appointment of Mr. Baldevbhai Manubhai Patel (DIN: 00191708) as Executive Director of the company with effect from August 16, 2022at the 28^th Annual General Meeting (‘AGM') of the Company held on Thursday, September 29, 2022.

? Taken on records Approval of Bombay Stock Exchange Limited (No. NSE/MEM_COMP/4C/432/01) dated August 12, 2022 and approval of BSE Limited (MO/NDD/ 07152022104333) dated July 15, 2022 w.r.t Change in Designation of Mr. Chirag Thakkar from Designated Director to Non-Designated Director for these exchanges.

Mr. Alkesh Dashrathlal Patel (DIN: 00189943), Chairman & Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment.

Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard, of the person seeking re-appointment/ appointment as Director are also provided in Notes to the Notice convening the 29^th Annual General meeting.

In accordance with Section 203 of the Companies Act, 2013, the Company has Mr. Alkesh Dashrathlal Patel who is acting as Chairman and Managing Director of the Company. Mr. Baldevbhai Manubhai Patel and Ms. Rushika Tejrajji Parekh are acting as Chief Financial Officer and Company Secretary & Compliance officer of the company respectively.

Further, there was no change in the Key Managerial Personnel of the Company during the financial year 2022-23.

During the year, there was no change in Registered Office of the Company.

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 Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the 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 the criteria such as the composition of committees, effectiveness of committee meetings, etc. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: a) In preparation of annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and that no material departures have been made from the same; b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year; c) The Directors had taken proper and sufficient care 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 Directors had prepared the annual accounts for the year ended March 31, 2023 on going concern basis. e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and f) 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.

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

The Company has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013. Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial result. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee.

During the year under review, Audit Committee met 5 (Five) times viz on May 30, 2022; July 29, 2022; August 8, 2022, September 2, 2022 and November 11, 2022.

The composition of the Committee and the details of meetings attended by its members are given below:

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Company Secretary and Chief Financial Officer of the Company are the regular invitee at the Meeting.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Company's

Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company www.amrapali.com/Investors-Report.aspx?pagename=Policies.

The Company has constituted Stake holder's Relationship Committee in line with the provisions Section 178 of the Companies Act, 2013. The Committee mainly focus on the redressal of Shareholders' / Investors' Grievances, if any, like

Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.

During the year under review, Stake holder's Relationship Committee met 4 (Four) times viz on May 30, 2022; August 8, 202; November 14, 2022 and March 1, 2023.

The composition of the Committee and the details of meetings attended by its members are given below:

Mr. Alkesh Dashrathlal Chairman and Member 4 4 PatelManaging Director

The Company Secretary of the company present in all meetings of Stake holder's Relationship Committee held during the year. Also, during the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2023.

C. Nomination and Remuneration Committee:

The Company has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal. During the year under review, Nomination and Remuneration Committee met 3 (Three) times viz on May 30, 2022; August 16, 2022 and September 2, 2022.

The composition of the Committee and the details of meetings attended by its members are given below:

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.amrapali.com/Investors-Report.aspx?pagename=Policies.

The details of remuneration paid during the financial year 2022-23 to directors of the Company is provided in Form MGT-7 available at website of the Company, i.e. www.amrapali.com/Investors-Report.aspx?pagename=annret

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

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

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Company's website on www.amrapali.com/Investors-Report.aspx?pagename=annret.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is annexed to this Report as Annexure A to this Report.

Further, The details of the related party transactions for the financial year 2022-23 is given in notes of the financial statements which is part of Annual Report.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at https://www.amrapali.com/Investors-Report.aspx?pagename=Policies

The Register of Members and Share Transfer Books of the Company will be closed from Thursday, September 21, 2023 to Thursday, September 28, 2023 (both days inclusive) for the purpose of 29^th Annual General Meeting.

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. March 31, 2023 to the date of this Report.

The ratio of the remuneration of each director to the median of employees' remuneration as per Section 197(12) of the

Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-B.

The statement containing top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to the company and therefore, separate annexure was not provided in part of this report. Further, the report and the accounts are being sent to members excluding this annexure. In terms of Section 136 of the Act, the said annexure is open for inspection in electronic mode for Members. Any shareholder interested in obtaining a copy of the same may write to Company Secretary.

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

During the financial year 2022-23, the Company has not received any complaints on sexual harassment, out of which nil complaints have been disposed off and Nil complaints remained pending as of March 31, 2023.

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified by taking proactive actions to mitigate them. The framework is based on the principles of the probability of risk occurrence and the potential impact if it does occur. A thorough exercise is being conducted to identify, assess, monitor, and manage both business and non-business risks.

In its endeavor towards conservation of energy, the Company ensures optimal use of energy, avoid wastages and conserve energy as far as possible.

The Company has not carried out any research and development activities.

Foreign Exchange Earnings & Outgo during the year are as under:

Earnings - Nil Outgo Royalty Expenses - Nil

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

Our Company does not have any Subsidiary, Associate and Joint Venture Company.

The Company has an effective internal control system, which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition. The Internal Auditors of the Company carry out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee.

The Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Company's internal controls over financial reporting was observed.

The Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report under relevant heading.

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. B.B.Gusani & Associates, Chartered Accountant, Jamnagar (FRN: 0140785W), were appointed as the Statutory Auditors of the company in the Annual General Meeting of the Company held on September 23, 2022 to hold the office from the conclusion of 18^th AGM till the conclusion of the 23^rd AGM to be held in the year 2027.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors' Report does not contain any qualification, reservation or adverse remark. The Auditors' Report is enclosed with the financial statements in this Annual Report.

Pursuant to Section 138 of Companies Act 2013, the Company had appointed M/S. S P Thakker & Associates, Chartered Accountants (FRN: 155994W), as an Internal Auditor of the Company.

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Since the company is not falling under prescribed class of Companies, the Company is not required to maintain cost records.

Provisions pertaining to Corporate Social Responsibility of Section 135 of the Companies Act, 2013 are not applicable to the Company, hence there is nothing to mention for the year under review.

There are no other significant/material orders passed by the Regulators, Courts, Tribunals, Statutory and quasi-judicial body impacting the going concern status of the Company and its operations in future.

The details of litigation on tax and other relevant matters are disclosed in the Auditors' Report and Financial Statements which forms part of this Annual Report.

During the Financial Year 2022-23, there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company. As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Payal Dhamecha & Associates, Practicing Company Secretary, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report is annexed herewith as Annexure C to this Report.

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely www.amrapali.com containing basic information about the Company. The website of the Company is containing information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review;

(i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS; (iii) Annual Report and other compliances on Corporate Social Responsibility; (iv) There is no revision in the Board Report or Financial Statement; (v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future; (vi) Information on subsidiary, associate and joint venture companies.

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation the Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Company's endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

(Pursuant to Section 134(3) (h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

There were no contracts or arrangements or transactions entered in to by the Company during the financial year ended on March 31, 2023, which were not at arm's length basis.

a) The ratio of remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager to the median remuneration of employees for the Financial Year and the Percentage increase in their remuneration if any, in the Financial Year:

3 During the financial year 2021-22, remuneration to the CFO was nil, hence, the increase / decrease in remuneration are not given.

b) The percentage increase in the median remuneration of employees in the financial year: The median remuneration of employee is decreased by 36.86% over previous year. c) The number of permanent employees on the rolls of the Company: 27 Employees d) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average salaries of the employees decreased by 16.60% as compared to the previous year. However, total salary paid to employees increased by 25.10% as compared to previous year.

e) The Board of Directors of the Company affirmed that remuneration of all the Key Managerial Personnel of the Company is as per the Remuneration Policy of the Company.

a) List of top ten employees in terms of remuneration drawn:

The company is not falling under the criteria for providing details of Top ten employee's details so the said rule is not applicable to the Company. Hence Company has not provided any information in this regards.

There was no such employees employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees.

There was no such employees employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month.

There was no such employees employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

The Board of Directors of the Company affirmed that remuneration of all the Key Managerial Personnel of the Company are as per the Remuneration Policy of the Company.

[Pursuant to section 204(1) of the Companies Act, 2013 and

Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Registered office: Unit No. PO5-02E, 5th Floor, Tower A WTC Gift City, Gandhinagar- 382355

I have conducted the Secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Amrapali Capital and Finance Services Limited (hereinafter called ‘the Company'). Secretarial

Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that, in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2023, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2023 according to the provisions of:

i. The Companies Act, 2013 (‘the Act') and the rules made there under as applicable; ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made there under; iii. The Depositories Act,1996 and the Regulations and Bye-laws framed there under; iv. Foreign Exchange Management Act, 1999 (FEMA) and the rules and regulations made there under to the extent of Foreign Direct Investment; v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992

(‘SEBI Act'): a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and circulars/ guidelines/Amendments issued there under; b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015and circulars/ guidelines/Amendments issued there under; and c) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015and circulars/ guidelines/Amendments issued there under and Listing Agreement executed with the Exchange; d) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 (to the extent applicable); e) and circulars/ guidelines/Amendments issued thereunder, vi. Revised Secretarial Standards issued by the Institute of Company Secretaries of India.

Further During the year under the report, the provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc. mentioned above read with circulars, notifications and amended rules, regulations, standards etc. issued by the Ministry of Corporate Affairs, Securities and Exchange Board of India and such regulatory authorities for such acts, rules, regulations, standards etc. as may be applicable, from time to time issued for compliances have been complied with by the Company, except;

The Company has maintained internally structured digital database in Digital Software for FY 2022-23 with adequate internal controls and checks such as time stamping and audit trails to ensure non-tampering of the database in compliance with Regulation 3(5) & 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015. However, majority of UPSI Sharing Entries have been entered delayed in the software. We had relied on the certificates submitted by the company in this regard and accordingly company has complied with the requirements of the said regulations.

I further report that the company being mainly engaged in the business of a Self-Clearing Member in the Equity Segment of NSE, BSE & MCX-SX, Member of MCX and Clearing Member in NSE F & O and NSE Currency Segment, NSE Commodity Segment, BSE Commodity Segment, Trading member of MCX-SX FO, MCX-SX Currency & BSE F & O Segment and Depository Participant of NSDL, followings are few of specific applicable laws to the Company, which requires approvals or compliances under respective Acts or Regulations. I have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations as applicable to the Company:

i. Forward Contracts (Regulation) Act, 1952 and rules made there under; ii. SEBI (Stock Brokers and Sub-Brokers) Regulations, 1992; iii. Rules, Regulations circulars and Byelaws of the Bombay Stock Exchange Limited and the Clearing Corporation

(NSCCL); iv. Rules, Regulations circulars and Byelaws of the BSE Limited and the Clearing Corporation (ICCL); v. Rules, Regulations circulars and Byelaws of the Metropolitan Stock Exchange of India Limited;

In this regard, we have checked the compliances made to various stock exchanges, commodity exchange, Depository (NSDL). During the period under review the Company has complied with the provisions of the Act, Rules made thereunder, Regulations, guidelines etc. mentioned above except,

i. During the year 2022-23, company had paid Short Margin penalty to NSE amounting to Rs. 3,86,410/- i. During the year 2022-23, company had paid Segregation penalty amounting to Rs. 75,41,615/- ii. During the year 2022-23, company has delayed in Submission of Segregation Report for which company paid penalty amounting to Rs. 20,38,864/- to NSE. iii. During the year 2022-23, company has delayed in daily Submission of Non API of the holding statement for which company paid penalty amounting to Rs. 2,00,100/- to NSE iv. During the year 2022-23, Company has paid penalty of Rs. 63,091/- to NSE w.r.t trading in Non-Approval

Script of MWPL. v. During the year 2022-23, The Company has paid Inspection penalty of Rs. 50,400/- to NSE. vi. During the year 2022-23, The Company has paid penalty for Non Submission for bank balance, holding statement and cash and cash equivalent Rs. 1,81,600/- to NSE. vii. During the year 2022-23, The Company has paid penalty Rs. 2,800/- for operating of trading terminals without having valid certification to NSE. viii. During the year 2022-23, The Company has paid Internal Audit Report observation penalty amounting to Rs.

59,500/- to NSE. ix. During the year 2022-23, The Company has paid penalty of Rs. 3017.26/- to NSE for operating CTCL software without valid certification. x. During the year 2022-23, The Company has paid penalty for Non Submission for bank balance, holding statement and cash and cash equivalent Rs. 34,000/- to BSE. xi. During the year 2022-23, The Company has paid penalty of Rs. 6000/- to BSE for delay in submission enhanced Supervision.

During the Period under review, provisions of the following Acts, Rules, Regulations, Guidelines, Standards, are not applicable to the Company: i. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of

Overseas Direct Investment and External Commercial Borrowings; and ii. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; - the Company is not registered as Registrar to an Issue & Share Transfer Agent. However, the Company has appointed Satellite Corporate Services Private Limited as Registrar & Share Transfer Agent as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. iii. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and circulars/ guidelines/Amendments issued there under. iv. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; v. Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and circulars/ guidelines/Amendments issued there under; vi. Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; vii. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; viii. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

The Board of Directors of the Company is duly constituted with Executive Directors, Non-Executive Directors, Independent Directors and Women Director in accordance with the act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. However Company has not paid Sitting fees to any of the Non-Executive Directors and Non-Executive Independent Director.

Since none of the members have communicated dissenting views in the matters / agenda proposed from time to time for consideration of the Board and Committees thereof, during the year under the report, hence were not required to be captured and recorded as part of the minutes.

There are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

There was no event/action which had major bearing on the Company's affairs in pursuance to the above referred laws, rules, regulations, guidelines, standards, etc.

I further report that during the Audit period the Company has- i. The 28th Annual General Meeting of the members of the Company was held on Thursday, September 29, 2022 at

04:00 P.M. through Video Conferencing (VC)/Other Audio-Visual Means (OVAM).

To, The Members,

My report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of secretarial records. The verification was done based on the records and documents provided to me, on test basis, to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices followed by me provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provision of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Sd/- Payal Dhamecha (Proprietor) ACS No.: 47303 COP No. 20411 Place: Ahmedabad Date: September 5, 2023 UDIN: A047303E000948324