Your Directors hereby present the 44^th Annual Report together with the audited Financial Statements of the Company for the financial year ended 31^stMarch, 2024.

FINANCIAL HIGHLIGHTS

The Company's financial performance for the financial year ended 31^stMarch, 2024 is summarised below:

DIVIDEND

Your Directors have not recommended any dividend in view of the optimum profit in the present financial year in order to maintain a healthy capital adequacy ratio to support long term growth of your company.

RESERVES AND SURPLUS

Your Directors have proposed to transfer Rs. NILto the Statutory Reserve Fund in the present financial year as per the guideline prescribed by the Reserve Bank of India, being a Non-Banking Financial Company.

BUSINESS OPERATIONS & OUTLOOK

The Company being anFinance and Investment Company presently invests to acquire, sell, transfer, subscribe for, hold and otherwise deal in and invest in any shares, bonds, stocks issued or guaranteed by any Company and also provide financial assistance by way of private financing to the identified groups.

The business of the Company largely depends on the consumers spending power.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company during the year.

SHARE CAPITAL OF THE COMPANY

The authorised share capital of your company as on 31^stMarch, 2024 was Rs. 16,60,00,000 (Rupees Sixteen Crores Sixty Lakhs only) divided into 16600000 equity shares of Rs. 10/- each (previous year 66,00,000 equity shares of Rs. 10/- each)

The paid up equity share capital of your Company as on 31^stMarch, 2024 was Rs. 10,02,86,800 (Rupees Ten Crores Two Lakhs Eighty Six Thousand Eight Hundred only) divided into 10028680 equity shares of the face value of Rs. 10/- each fully paid up.

RISKS AND AREAS OF CONCERN

The Company has laid down a well defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

The company had no subsidiary, joint venture and associate company during the year under review.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return is uploaded on website DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year there were no changes in Directors and Key Managerial Personnel

(d) Declaration from Independent Directors

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure.

(e) Annual Performance and Board Evaluation

The Board has devised a policy pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for performance evaluation of the Chairman, Board and Individual Directors (including Independent Directors) and Committees which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors.

The Board has devised questionnaire to evaluate the performances of Board, Board Committees and individual Directors and Chairperson. The Chairman of respective Board Committees shared the report on evaluation with the respective committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees. The reports on performance evaluation of the individual Directors were reviewed by the Chairman of the Board.

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance at Board Meetings and Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

v. The details of the programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company.

(f) Key Managerial Personnel (KMP)

The Key Managerial Personnel of the Company are as follows:

MANAGERIAL REMUNERATION AND OTHER DETAILS

The Company earned minimal profit during the year so the Company has not provided any Managerial Remuneration to the Directors.

AUDIT COMMITTEE AND ITS COMPOSITION

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

As on 31^stMarch, 2024, the Audit Committee comprised of the following directors:

Mrs.Himani Gupta, Company Secretary of the Company acts as the Secretary of the Audit Committee.

MEETINGS OF THE BOARD

During the financial year 2023-2024, the Board met 7 (Seven) times viz. 30^th May 2023, 19^thJuly 2023, 28^th July, 2023, 12^th August, 2023, 10^th November, 2023, 29^th November, 2023 and 13^thFebruary, 2024.The intervening gap between any two consecutive meetings was within the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(5) of the Companies Act, 2013 state 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 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; and

(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.

DEPOSITS

During the financial year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

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

Loans, guarantee or Investment as per Section 186 of the Companies Act, 2013 are provided in the Audit report.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the ends of the financial year of the Company 31^st March, 2024 till the date of this report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVE

As the company does not have net worth of rupees five hundred croreor more, or turnover of rupees one thousand crores or more or a net profit of rupees five crore or more during any financial year, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable.

WHISTLE BLOWER / VIGIL MECHANISM POLICY

As required under section 177(9) & (10) of the Companies Act, 2013, the Company has established a mechanism for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of code of conduct or ethics policy. The mechanism also provides for adequate safeguards against victimization of director(s) / employee(s) who avails of the mechanism and also provides for direct access to the Chairman of the Audit Committee in the exceptional cases. Vigil Mechanism policy is duly posted on the website of the company. We affirm that during the financial year 2022-2023, no employee or director was denied access to the Audit Committee.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, and Rules made thereunder and based on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s Motilal & Associates LLP, Chartered Accountants, (Firm's Registration No. 106584W), Mumbai as the Statutory Auditors of the Company, subject to the approval of the Members of the Company in the Company's ensuing Annual General Meeting. M/s Motilal & Associates LLP, shall hold office for a term of five years, from the conclusion of the 43^rdAnnual General Meeting until the conclusion of the 48^thAnnual General Meeting of the Company to be held in the year 2028, subject to ratification-' of-their- ap-pointment-by the -members,- if required,-at -every-intervening'Annual - - Ý- -

General Meeting held after this Annual General Meeting. The proposal of their appointment is included in the Notice of the ensuing

Annual General Meeting for approval of the Members of the Company. M/s Motilal & Associates LLP has furnished written consent and a confirmation to the effect that they are not disqualified to be appointed as the Statutory Auditor of the Company in terms of the provisions of Section 139 of the Companies Act, 2013 and Rules framed thereunder.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board had appointed CS Parbat Chaudhari, Practising Company Secretary [C.P.No.:22429], to undertake Secretarial Audit of the Company for the financial year 2023-2024. The Secretarial Audit Report is annexed to this report as "Annexure B".

Comments and replies for MR-3

i. The Company has maintained the website but has not uploaded few information required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other statutory laws as applicable. - Company has functional website , but some policies are not uploaded it will done

ii. The Company has delayed in filing of requisite form with the Reserve Bank of India. - Balancesheet of the Company was finalised as on last date and as due date for DNBS10 is also 30^th May, the same was delayed

iii. The Company has not filed the forms MGT-14 as required to be filed under Section 179(3) of the Companies Act, 2013 for few Board Resolutions. - will not happen from next time

iv. The Company has delayed in filing of the details of the Promoters and Promoters Group to the Depository under the SEBI Circular No.: SEBI/HO/ISD/ISD/CIR/P/2020/168 dated 09^th September, 2020. - Company has added names of Promoters wgich were added after allotment but it has to be done on same day of allotment.

v. According to the information provided by the Company, it has not properly captured the details required to be maintained in the Structural Digital Database under Regulation 3(5) and 3(6) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. Further, the software's server was shared with the Group Company. - As software was new and hence all proper entries are done from July 2022 onwards.

vi. The Company has not filed details in XBRL format for the allotment of Equity Shares on preferential basis under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with BSE Notice No.: 20230331-87 dated 31^st March, 2023. -Company has filed all the detailed information in pdf only

vii. The Company has not filed details in XBRL format for the allotment of Warrants on preferential basis under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with BSE Notice No.: 20230331-87 dated 31^st March, 2023. - Company has filed all the detailed information in pdf only

viii. The Company has filed the Audited Financial Statements for the financial year ended 31^st March, 2023 under Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with BSE Circular No.: DCS/COMP/28/2016-17 dated 30^th March, 2017 to the Stock Exchange in XBRL Format beyond the prescribed time.- As it is allowed to file XBRL result within 48 hours of meeting , hence as per this understanding Company filed within 48 hours only.

ix. The Company has not sent intimations to the Shareholders who holds the Shares of the Company in physical mode as per the SEBI Circular No.: SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated 16^th March, 2023, as amended.- Company has sent to all shareholders letters in soft copy way via stock exchange

x. The Company has not updated the information regarding Statutory Auditors of the Company as required under BSE Circular No.: LIST/COMP/54/2019-20 dated 20^th January, 2020. - same is updated on the Portal it is clearly showing tenure completion and hence resignation , further details of new auditor is not getting captured on the Portal.

xi. The Company has delayed in filing of the Shareholding Pattern as required under Regulation 31(1)(c) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. - Company has filed Shareholding pattern after allotment

xii. The Statement of Deviation or Variation under Regulation 32 the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the preferential issue of Equity Shares allotted on 29^th

November, 2023 has not been placed before the Audit Committee for their review. - As Reg 32 has to be uploaded within time

xiii. The Company has not submitted the Statement of Deviation or Variation under Regulation 32 the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the preferential issue of Warrants allotted on 29^th November, 2023 also not placed before the Audit Committee for their review. As Reg 32 has to be uploaded within time

xiv. The Company has not disclosed the all the details as required under Part A of Para A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No.: SEBI/HO/CFD/CFDPoD-1/P/CIR/2023/123 dated 13^th July, 2023 for appointment of the Statutory Auditors of the Company. - All other details are clearly mentioned

xv. The Company has not filed details in XBRL format for appointment of the Statutory Auditors of the Company as required under BSE Notice No.: 20230127-37 dated 27^th January, 2023. - As there was no xbrl found for appointment Company has not filed the same.

xvi. The Company has not adopted all the Policies as requited to be adopted under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other statutory laws as applicable. -Company has adopted Policies

xvii. The Company has intimated to the Stock Exchange regarding Closure of Trading Window under Regulation 4 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 but it has not intimated to all the designated persons. - Company has intimated through SDD software

xviii. The Company has not provided explanations or comments on the qualifications mentioned in the Secretarial Audit Report for the financial year ended 31^st March, 2023 in the Board's Report for the same financial year as required under Section 134(3) of the Companies Act, 2013. - As the same was mentioned in MR - 3.

COST AUDITOR

Our Company being an NBFC, not meeting the criteria of appointing the cost Auditor. Hence the same is not applicable on our company.

AUDITORS’ REPORT

There are no qualifications, reservations or adverse remarks or disclaimer made by the

Statutory Auditor in their Auditors' report for the financial year 2023-2024.

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

Particulars in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo, is annexed to this report as "Annexure C".

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report have been made a part of the Annual Report and is annexed to this report as

"Annexure D".

CORPORATE GOVERNANCE

Pursuant to the Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report and Certificate of Non-disqualification of Directors are not applicable to the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOINGCONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have any bearing on Company's operations in future.

INTERNAL FINANCIAL CONTROL SYSTEMS WITH REFERENCE TO THE FINANCIAL STATEMENTS

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

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the continued cooperation, guidance, support and assistance extended during the year under report by the Company's bankers, customers, suppliers, shareholders and the Government agencies. The Board of Directors wishes to express its appreciation for the valuable contribution made by the employees and workmen at all levels during the year under report.

For and on behalf of the Board of Directors Worth Investment & Trading Co. Limited

Sd/-

Mihir Rajesh Ghatalia Director DIN:00581005 Sd/-

Nimit Rajesh Ghatalia Director& CEO DIN: 07069841

Place: Thane Date: 29^th May, 2024.