DIRECTORS' REPORT

The Board of Directors is pleased to present herewith the
Thirtieth Board's Report of your Company together with the
Audited Financial Statements for the financial year ended
31st March, 2025.

1. FINANCIAL RESULTS

2. OVER VIEW OF FINANCIAL PERFORMANCE

During the year under review, the Company achieved
significant growth in its financial performance.

The Company continues to hold Trading-cum-Clearing
Membership with BSE Limited in the Cash and
Derivatives Segments and with National Stock Exchange
of India Limited (NSE) in the Cash, Derivatives, and
Currency Derivatives Segments. It offers a broad range
of capital market services through its network of branches,
Authorised Persons and Remisiers.

The Company also acts as a Depository Participant with
Central Depository Services (India) Limited (CDSL),
providing depository services to its clients.

The Total Income for the year stood at ' 4,847.53 Lakhs
as compared to ' 4,151.00 Lakhs in the previous year.
The Profit before Tax (PBT) was ' 1,337.92 Lakhs against
' 1,013.25 Lakhs in the previous year. The Profit after
Tax (PAT) amounted to ' 996.31 Lakhs as compared to
' 49.13 Lakhs in the previous year.

The Total Comprehensive Income for the year stood at
' 996.68 Lakhs against ' 233.51 Lakhs in the previous
year.

3. PORTFOLIO MANAGER SERVICES

The Company has been offering Portfolio Manager
Services (PmS) to its Clients.

4. DIVIDEND

During the year under review, the Board of Director of
the Company, at its meeting held on May 30, 2025 have
recommendeda dividend of Rs. 2(20%) per Equity Share
of Rs. 10/- each for the financial year 2024-25 subject to
the approval of the Members at the ensuing Annual
General Meeting ("AGM"). The dividend would be paid
to all the shareholders, whose names appear in the
Register of Members/Beneficial Holders list on the Book
Closure date. This Dividend is subject to approval of the
Members at the forthcoming 30th Annual General
Meeting. As per the prevailing provisions of the Income
Tax Act, 1961, the dividend, if declared, will be taxable in
the hands of the shareholders at the applicable rates.

5. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March,
2025was Rs. 1383.65 Lakhs. During the year under
review, the Company has not issued any shares with
differential voting rights nor granted stock options nor
sweat equity. As on 31st March 2025, the Directors of
the Company hold the Equity Shares of the Company as

follows-

*resigned effective close of business hours on 31stMay, 2025.

6. FINANCE

Cash and cash equivalent as at 31st March, 2025 was
' 9,706.72 Lakhs. The Company continues to focus on
judicious management of its Working Capital.
Receivables and other Working Capital parameters were
kept under strict check through continuous monitoring.

7. LISTING FEES

The Company has paid the requisite Annual Listing
Fees to Bombay Stock Exchange Limited (Scrip Code-
531861), where its securities are listed.

8. 8.1 DEPOSITS

Your Company has not accepted any fixed deposits
from the public and, as such, there were no
outstanding deposits or unpaid/unclaimed interest
as on the Balance Sheet date within the meaning of
Section 73 of the Companies Act, 2013 read with
the Companies (Acceptance of Deposits) Rules,
201 4.

However, during the year under review, the Company
had received certain amounts which are categorized
as exempted deposits under the Companies
(Acceptance of Deposits) Rules, 2014. These
included borrowings from banking companies and
inter-corporate loans from group companies for
business purposes. As on 31st March, 2025, there
were no outstanding amounts from such borrowings,
as all such loans were fully repaid during the financial
year. The requisite return in respect of such exempted
borrowings has been duly filed with the Ministry of
Corporate Affairs in Form DPT-3.

In order to augment financial resources for, inter
alia, working capital requirements and general
corporate purposes, the Board of Directors has
proposed a resolution for seeking members'
approval to accept deposits from its members, within
the limits prescribed under Section 73(2) of the
Companies Act, 2013, up to 25% of the aggregate
of paid-up share capital and free reserves of the
Company. A circular in the form of advertisement
(Form DPT-1) is being filed with the Ministry of
Corporate Affairs in compliance with the applicable
provisions.

8.2 PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The details of loans given, guarantees provided,
and investments made, as required under the
provisions of Section 186 of the Companies Act,
2013, are disclosed in the notes forming part of the
Financial Statements.

8.3 TRANSFER TO RESERVES

The Board does not propose to transfer any amount
to General Reserve or any other Reserves.

9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company is committed to making a positive impact
on society and the environment. Its CSR objectives are
centered around promoting social welfare, sustainable
development, and addressing key societal challenges.
The Company focuses on community development,
education and skill enhancement, healthcare and
wellness, and employee welfare. Through initiatives such
as providing educational opportunities, collaborating with
healthcare institutions, and fostering employee
engagement, the Company aims to create a lasting
positive change. By allocating resources effectively and
engaging its employees and communities, the Company
strives to be a responsible corporate citizen and
contribute to the well-being of society.

In accordance with Section 135 of the Companies Act,
2013 and the applicable rules, companies meeting the
prescribed criteria are required to spend at least 2% of
the average net profits of the three immediately preceding
financial years towards CSR activities.

During the financial year 2024-25, the Company has
spent ' 14.78 Lakhs towards the CSR activities. Details
about the CSR Policy of the Company are available on
the website of the Company at www.joindre.com.

The report on CSR activities, pursuant to Rule 9 of the
Companies (Corporate Social Responsibility Policy)
Rules, 2014, is appended as "Annexure I" to this Report.

10. BUSINESS RISK MANAGEMENT

The primary business activity of the Company is retail
stock broking, carried out through its network of branches,
Authorised Persons, and Remisiers. The Company's
Compliance Department ensures that robust policies
are in place covering areas such as client registration,
client-level risk management, dealings in penny stocks,
exposure limits, brokerage rates, and suspension or
closure of client accounts. These policies are designed
to comply with the Rules and Regulations of the Stock
Exchanges and regulatory bodies, thereby minimizing
business risks and avoiding penal actions from regulatory
authorities.

The Company has implemented adequate measures to
safeguard the interests of its clients. The T rading Terminal
provided to clients offers real-time online access to
essential data, including ledger balances, stock positions,
and funds positions. The Company ensures that all
clients' funds and securities are transferred strictly to their
designated bank and demat accounts. All client-related
receipts and payments are processed through account
payee cheques or other permitted banking channels - no
cash transactions are permitted under any circumstances.

Your Company's risk management framework comprises
prudential norms, timely reporting, and stringent internal
controls to ensure operational efficiency and mitigate
risks. Given that technology forms an integral part of the
Company's business operations, the Company has taken
robust measures to manage technology-related risks.
These include the use of advanced firewalls to protect
its IT infrastructure from hacking, data leaks, and security
breaches, as well as multiple internet bandwidth options
and redundant internet connectivity to minimize the risk
of service interruptions.

Risks Management Committee: Although your
Company is not mandated to constitute a Risk
Management Committee under Regulation 21 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors regularly
discusses the key risks facing the business and the
mitigation strategies. The Board periodically reviews the
Company's risk management policies, internal control
systems, and operational framework to ensure that risks
are identified and mitigated effectively.

11. INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The Company has established an internal financial control
system that is commensurate with the nature, size, and
scale of its business operations. These controls are
designed to ensure the orderly and efficient conduct of
business, including adherence to the Company's policies,
safeguarding of assets, prevention and detection of
frauds and errors, accuracy and completeness of
accounting records, and timely preparation of reliable
financial information.

The Company regularly monitors and evaluates the
effectiveness and adequacy of its internal financial control
systems, ensuring compliance with operating procedures,
accounting standards, and applicable laws and
regulations. The effectiveness of these controls is reviewed
through periodic internal audits conducted by an
independent firm of Chartered Accountants. Additionally,
the Statutory Auditors also evaluate the internal financial
controls as part of their audit process.

Based on the audit findings, corrective actions are initiated
as needed to strengthen the financial controls further.
Significant audit observations and the corrective actions
taken thereon are periodically reviewed by the Audit
Committee and the Board of Directors to ensure effective
governance.

In addition, the Company has a dedicated Compliance
Department to monitor and ensure adherence to various
statutory and regulatory requirements.

12. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has implemented a Vigil Mechanism
through a Whistle Blower Policy to enable employees to
report concerns regarding unethical behaviour, actual or
suspected fraud, or violation of the Company's Code of
Conduct or ethics policy. This mechanism provides
adequate safeguards against victimization of employees
who report such concerns.

The details of the Whistle Blower Policy and the
functioning of the Vigil Mechanism are provided in the
Corporate Governance Report forming part of this Annual
Report.

13. SUBSIDIARY COMPANY

The Company has one wholly Owned Subsidiary
Company, M/s. Joindre Commodities Ltd (JCL).The
salient features of financial statement of the Subsidiary,
pursuant to the first proviso to sub-section 3 of section
129 of the Companies Act, 2013, read with rule 5 of the
Companies (Accounts) Rule 2014,in the Form AOC-1 is
given below: (R_s i_n iakh_s)

14. DIRECTORS/KEY MANAGERIAL PERSONS

Mr. Paras Kesharmal Bathia (DIN: 00056197)and Mr.
Anil Devichand Mutha (DIN: 00051924), Whole Time
Directors of the Company, retire by rotation at the ensuing
Annual General Meeting and being eligible, offer
themselves for re-appointment.

The Board is of the opinion that the Independent Directors
of the Company possess requisite qualifications,
experience and expertise in the fields of finance, people
management, strategy, auditing, tax advisory services
and they hold highest standards of integrity.

Regarding proficiency, the Company has adopted
requisite steps towards the inclusion of the names of all
Independent Directors in the data bank maintained with
the Indian Institute of Corporate Affairs, Manesar ('IICA').
Accordingly, the Independent Directors of the Company
have registered themselves with the IICA for the said
purpose. In terms of Section 150 of the Act read with
Rule 6 (4) of the Companies (Appointment & Qualification
of Directors) Rules, 2014, certain Independent Directors
are required to undertake online proficiency self¬
assessment test conducted by the IICA within a period
of one (1) year from the date of inclusion of their names
in the data bank. Those Independent Directors who
have to undertake online proficiency self-assessment
test will appear for the same.

During the financial year 2024-25, there were no changes
in the composition of the Board of Directors until the end
of the fiscal year.

Upon the cessation of Mr. Veepin S. Thokal and Mr. Ravi
S. Jain as Non-Executive Independent Directors upon
completion of their tenure on 31st March, 2024, the
Nomination and Remuneration Committee recommended
the appointment of Mr. Shirish Suryakant Shetye (DIN:
00148086) and Mr. Rakesh Radhakishan Sharma (DIN:
07622167) as Additional Directors (Non-Executive,
Independent) for a term of five consecutive years starting
from 1st April, 2024, subject to the approval of the
Members. These appointments were subsequently
ratified by the Members through a postal ballot, with the
results declared on June 11, 2024.Additionally, Mr.
Subhash Agarwal (DIN: 00022127), Whole-Time Director,
resigned from the Board with effect from the close of
business hours on 31st May, 2025. The Board places on
record its appreciation for the valuable contributions
made by him during his tenure.

14.1 PERFORMANCE EVALUATION OFBOARD
ANDITS' COMMITTESS

In compliance with the provisions of the Companies
Act, 2013, and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015, the
Board has conducted an annual performance
evaluation. This evaluation encompassed an
assessment of the Board's overall performance,
individual directors, and the functioning of the Audit
Committee and the Nomination and Remuneration
Committee. The methodology employed for
conducting the evaluation has been elaborated upon
in detail in the Corporate Governance Report.

14.2 REMUNERATION POLICY

The Board has, on the recommendation of the
Nomination & Remuneration Committee framed a

policy for selection and appointment of Directors,
Senior Management and their remuneration. The
Remuneration Policy is stated in the Corporate
Governance Report.

14.3 MEETINGS

A calendar of meetings is prepared and circulated
in advance to all Directors to ensure effective
participation and planning.

During the year under review, a total of five Board
Meetings and four Audit Committee Meetings were
convened and successfully conducted. The details
of the Board Meetings and various Committee
Meetings are provided in the Corporate Governance
Report forming part of this Annual Report.

It is noteworthy that the intervals between the
meetings complied with the stipulated timeframes
prescribed under the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, thereby ensuring
regulatory compliance and facilitating efficient
decision-making.

14.4 FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS

The Company ensures that its Directors are regularly
updated on the activities of the Company, its
business environment, the industry at large, and
the regulatory landscape. The familiarisation
programme also covers various aspects of the
capital markets and emerging issues impacting the
sector. Details of the familiarisation programmes
for Independent Directors are provided in the
Corporate Governance Report and are also
available on the Company's website under the
"Investor Relations" section.

14.5 DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all
the Independent Directors confirming that they meet
the criteria of Independence as prescribed both
under Companies Act and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

14.6 KEY MANAGERIAL PERSONNEL

The following persons have been designated as
Key Managerial Personnel (KMP) of the Company
pursuant to the provisions of Section 2(51) and
Section 203 of the Companies Act, 2013, read with
Rule 8 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014:

Company have attained the age of 75 years as on the date of
this Report.

15. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with
Section 134(5) of the Companies Act, 2013, and to the
best of their knowledge and belief and according to the
information and explanations obtained, your Directors
hereby state that:

a) that in the preparation of the annual financial
statements for the year ended 31st March, 2025,
the applicable Accounting Standards have been
followed along with proper explanation relating to
material departures, if any;

b) that such accounting policies have been selected
and applied consistently and judgment 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 31st March,
2025and of the profit of the Company for the year
ended on that date;

c) that 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) that the annual financial statements have been
prepared on a going concern basis;

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

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

16. RELATED PARTY TRANSACTIONS

All related party transactions entered into by the Company
during the financial year were on an arm's length basis
and in the ordinary course of business. In terms of the
applicable provisions of the Companies Act, 2013, there
were no materially significant related party transactions
entered into by the Company with its Promoters,
Directors, Key Managerial Personnel, or their relatives,
or with its subsidiaries or other related parties, that could
have had a potential conflict with the interests of the
Company at large, except as disclosed in the Financial
Statements.Accordingly, the disclosure of related party
transactions in Form AOC-2 under Section 134(3)(h) of
the Companies Act, 2013 is not applicable to the
Company for the year under review.

All related party transactions were placed before the
Audit Committee and the Board for their approval. Prior
omnibus approval of the Audit Committee was obtained
for transactions that are of a repetitive nature and are in
the ordinary course of business and at arm's length. The
transactions entered into pursuant to such omnibus
approvals are reviewed by the Audit Committee on a
quarterly basis, along with a detailed statement of all

related party transactions.During the year, the Policy on
Related Party Transactions was reviewed and revised
by the Board to align with amendments to applicable
laws and regulations. The updated Policy on Related
Party Transactions is available on the Company's website
at www.ioindre.com.

17. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE
COMPANIES ACT, 2013

Pursuant to the provisions of Section 134(3)(l) of the
Companies Act, 2013, the Board of Directors hereby
states that, except as disclosed elsewhere in this Report,
there have been no material changes and commitments
affecting the financial position of the Company that have
occurred between the end of the financial year and the
date of this Report.

18. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION & PROTECTION FUND

Pursuant to the provisions of Section 124 and Section
125 of the Companies Act, 2013, read with the Investor
Education and Protection Fund (Accounting, Audit,
Transfer and Refund) Rules, 2016, dividends that remain
unclaimed or unpaid for a consecutive period of seven
years from the date of transfer to the Unpaid Dividend
Account are required to be transferred to the Investor
Education and Protection Fund ("IEPF"). Accordingly,
during the year under review, the unclaimed/unpaid
dividend declared by the Company for the financial year
2017-18 became due for transfer to the IEPF in
compliance with the aforesaid provisions.

19. TRANSFER OF EQUITY SHARES IN RESPECT OF
UNPAID/UNCLAIMED DIVIDEND TO THE INVESTOR
EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124(6) of the
Companies Act, 2013, read with the Investor Education
and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, and the notifications
issued by the Ministry of Corporate Affairs from time to
time, the Company is required to transfer the equity
shares in respect of which dividends have remained
unpaid or unclaimed for a period of seven consecutive
years or more to the IEPF. Accordingly, during the year
under review, the Company is required to transfer the
equity shares related to the unclaimed/unpaid dividend
declared for the financial year 2017-18 to the IEPF in
compliance with the aforesaid provisions.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

During the year under review, there were no significant
or material orders passed by the Regulators, Courts, or
Tribunals that would impact the going concern status of
the Company or its future operations.

21. AUDITORS

21.1 STATUTORY AUDITORS

The Members of the Company, at the 29th Annual
General Meeting held in 2024, had approved the
appointment of M/s. Banshi Jain & Associates,
Chartered Accountants (Firm Registration No.

100990W), as the Statutory Auditors of the Company
for a term of five consecutive years, to hold office
from the conclusion of the said AGM till the
conclusion of the 34th Annual General Meeting to
be held in the year 2029.

M/s. Banshi Jain & Associates have confirmed that
they continue to satisfy the criteria prescribed under
Sections 139, 141, and other applicable provisions
of the Companies Act, 2013, read with the
Companies (Audit and Auditors) Rules, 2014. They
have also furnished a certificate confirming their
independence and eligibility to act as Statutory
Auditors of the Company and confirmed that they
have not undertaken any prohibited non-audit
services.

The Audit Committee periodically reviews the
independence of the Statutory Auditors and the
effectiveness of the audit process.

The notes to the financial statements referred to in
the Auditors' Report are self-explanatory and do
not call for any further comments. The Auditors'
Report for the financial year 2024-25 does not
contain any qualification, reservation, or adverse
remark.

21.2 SECRETARIAL AUDIT

In compliance with Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Section 204 of the
Companies Act, 2013, the Board of Directors, at its
meeting held on 30th June, 2025, has approved
the appointment of M/s. P. C. Shah & Co.,
Practising Company Secretaries, a peer-reviewed
firm, for a term of five consecutive financial years
commencing from FY 2025-26 till FY 2029-30,
subject to the approval of the Members at the
ensuing Annual General Meeting.

The Secretarial Audit for the financial year 2024-25
was carried out by M/s. P. C. Shah & Co. (formerly
known as M/s. P. P. Shah & Co.), Practising
Company Secretaries, and the Secretarial Audit
Report in Form MR-3 for the financial year ended
31st March, 2025, is annexed to this Report as
Annexure II. The Secretarial Audit Report does not
contain any qualification, reservation, or adverse
remark.

22. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory
Auditors nor the Secretarial Auditors of the Company
have reported any instances of fraud committed against
the Company by its officers or employees under Section
143(12) of the Companies Act, 2013, which would require
disclosure in this Report.

23. COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, the Company has complied
with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI), as

prescribed under Section 118(10) of the Companies Act,
2013.

24. CORPORATE GOVERNANCE

The Board of Directors reaffirms its continued
commitment to maintaining the highest standards of
corporate governance. During the year under review,
the Company has complied with the applicable provisions
relating to corporate governance as prescribed under
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The compliance report on Corporate Governance, along
with a certificate from the Company's Secretarial Auditors,
M/s. P. C. Shah & Co. (formerly known as M/s. P. P. Shah
& Co.), Practising Company Secretaries, confirming
compliance with the provisions of corporate governance,
forms part of this Annual Report.

25. ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The Company has been taking all the possible measures
to conserve the energy and use and adopt best
technology available in the market.

I. Energy Conservation:

The Company has undertaken the following
initiatives to conserve energy:

• Replacement of old computers and office
equipment with energy-efficient devices as
and when required.

• Switching off lights and other electrical
equipment when not in use.

• Minimizing the use of air conditioners and
encouraging optimal temperature settings.

II. Technology Absorption:

The Company has a dedicated in-house IT
Department that closely monitors technological
advancements and strives to adopt the same for
its day-to-day operations. The Company provides
user-friendly trading terminals and platforms to its
clients and has implemented advanced systems
including Wide Area Networking (WAN), hybrid
leased lines, and risk management software to
enhance operational effectiveness and service
delivery.

III. Foreign Exchange Earnings and Outgo:

There were no foreign exchange earnings or outgo
during the financial year under review.

26. ANNUAL RETURN

In accordance with the provisions of Section 92(3) of the
Companies Act, 2013, the Annual Return of the Company
for the financial year ended 31st March, 2025, in the
prescribed format, will be filed with the Ministry of
Corporate Affairs and is also available on the Company's
website at: https://www.joindre.com/

27. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The information required under Section 197(12) of the
Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, relating to the
remuneration and other details of Directors and Key
Managerial Personnel, is annexed to this Report as
Annexure "B".

Further, the Company has no employees who were in
receipt of remuneration exceeding the limits prescribed
under Rule 5(2) of the said Rules, i.e., ' 60,00,000 per
annum or ' 5,00,000 per month during the year under
review. Hence, the disclosures under Rule 5(2) are not
applicable.

28. CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of the
Company for the financial year ended 31st March, 2025,
have been prepared in compliance with the applicable
provisions of the Companies Act, 2013, including the
Indian Accounting Standards (Ind AS) specified under
Section 133 of the Act, read with the relevant rules
issued thereunder. The Consolidated Financial
Statements, together with the Auditors' Report thereon,
form part of this Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013,
a statement containing the salient features of the
financial statements of the subsidiary company, in the
prescribed Form AOC-1, is provided under Point 13 of
the Board's Report, which forms part of this Annual
Report. The financial statements of the subsidiary
company are also available on the Company's website
at www.joindre.com under the "Investor Relations"
section.

29. WHOLE-TIME DIRECTOR & CFO CERTIFICATION

In accordance with the provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the certificate from Mr. Anil Mutha, Mr. Dinesh
Khandelwal, Mr. Paras Bathia, and Mr. Subhash Agarwal,
Whole-Time Directors, and Mr. Pramod Surana, Chief
Financial Officer, for the financial year 2024-25, was
placed before the Board of Directors at its meeting held
on May 30, 2025.

The said certificate is annexed and forms part of this
Annual Report.

30. CERTIFICATION FROM COMPANY SECRETARY IN
PRACTICE

Mr. Punit Shah of M/s. P. C. Shah & Co. (formerly known
as M/s. P. P. Shah & Co.), Practising Company
Secretaries, has issued a certificate as required under
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, confirming that none
of the Directors on the Board of the Company have been
debarred or disqualified from being appointed or
continuing as Directors of companies by the Securities
and Exchange Board of India (SEBI), Ministry of
Corporate Affairs, or any other statutory authority. The
said certificate is annexed and forms part of this Report.

31. ANNUAL SECRETARIAL COMPLIANCE REPORT

Mr. Viral Thakkar of M/s. Viral Thakkar & Co., Practicing Company Secretaries, has issued the Annual Secretarial
Compliance Report for the financial year ended 31st March, 2025, pursuant to Regulation 24A of the SEBI (LODR)
Regulations, 2015, which covers a broad check on compliance with the applicable SEBI Regulations and circulars/guidelines
issued thereunder on an annual basis. The Report has been filed with BSE Limited. The said Report does not contain any
qualification or adverse remarks, except as mentioned in the Form MR-3, which is annexed to this Report as "Annexure II",
and the observation stated below:

The Board has taken note of the remarks of the Secretarial Auditor and commented as below:

Management's Response:

In respect of the above observations pertaining to FY 2019¬
20, the Company had filed detailed replies with BSE
Limited requesting waiver of fines, clarifying the facts and
compliance with the SEBI (LODR) Regulations, 2015, in
substance. The matters remain pending with BSE Limited.

32. CAUTIONARY STATEMENT

Statements in the Board of Directors' Report and the
Management Discussion & Analysis describing the
Company's objectives, expectations, projections, or
forecasts may be forward-looking within the meaning
of applicable securities laws and regulations. Actual
results may differ materially from those expressed or
implied in such statements. Important factors that
could affect the Company's operations include, among
others, changes in the global and domestic economic
conditions, government regulations, tax laws, market
sentiment, and other incidental factors beyond the
Company's control.

33. FEES PAID TO STATUTORY AUDITORS

During the year ended 31st March, 2025, your Company
and its subsidiaries have paid a consolidated sum of
Rs. 11,50,000/- to the Statutory Auditor and all its
entities.

34. INSOLVENCY AND BANKRUPTCY CODE

No application has ever been filed against the Company
under the Insolvency and Bankruptcy Code, 2016.

35. ONE TIME SETTLEMENT WITH BANKS

The Company has not made one-time settlement with
the banks or financial institutions.

36. INDUSTRY STRUCTURE AND DEVELOPMENTS

The primary business activity of the Company is retail
stock broking, carried out through its network of
branches and Authorised Persons. The Company's
internet-based trading platform continues to gain
popularity and is widely used by its clients. In addition
to trading services, the Company provides Research
Reports and financial updates to its individual clients
to support their investment decisions. The Company
also offers Depository Services to its clients as part of
its comprehensive suite of capital market services.

37. SEGMENT - WISE OR PRODUCT - WISE
PERFORMANCE

The Company has been rendering Capital Market
Services and hence there is no separate segment
reporting.

38. HUMAN RESOURCES

Your company has been able to employ and retain
qualified professionals by offering the challenging
work environment and compensation. The Company
provides in house training to its employees. There
were 77 employees as at 31st March, 2025.

39. FORWARD LOOKING STATEMENT

The Statements made in this report describe the
Company's objectives and projections that may be

forward looking statements which are based on certain
assumptions and expectations of future events. The
Company's actual results, may differ materially from
those projected in any such forward looking statements
depending on economic conditions, government policies
and decisions which are beyond the control of the
Company.

40. SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE

As requiredunder the provisions ofSexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has formed a
Committee and also adopted policy on prevention and
redressal of grievance relating to sexual harassment
of women at work place. There were nil complaints
pending/received on sexual harassment during the
year under review.

41. GREEN INITIATIVES

In line with the "Green Initiative" of the Ministry of
Corporate Affairs (MCA) and SEBI, electronic copies
of the Annual Report for FY 2024-25 and the Notice
of the 30th Annual General Meeting are being sent to
all members whose email addresses are registered
with the Company or their Depository Participant(s).

Earlier, physical copies of the Annual Report were
dispatched to shareholders who had not registered
their email addresses, as per Section 101 of the
Companies Act, 2013. However, in accordance with
SEBI Circular No. SEBI/HO/DDHS/P/CIR/2023/0164
dated October 13, 2023 and MCA Circular dated
October 6, 2023, the relaxation from dispatching
physical copies of Annual Reports and AGM Notices
has been extended till September 30, 2025. Members
who have not registered their email addresses may
download the Annual Report from the Company's
website at www.joindre.com or from the website of
BSE Limited at www.bseindia.com.

Further, in compliance with Section 108 of the Companies
Act, 2013 and Rule 20 of the Companies (Management
and Administration) Rules, 2014 (as amended), the
Company also provides e-voting facilities to enable
members to vote electronically on the resolutions set
forth in the Notice of the AGM.

42. ACKNOWLEDGMENT

The Board wishes to place on records its appreciation
to all its Shareholders, Customers, Bankers, Stock
Exchange Authorities and Employees for the co¬
operation and contributions made by them at all levels.

By Order of the Board

Anil Mutha Subhash Agarwal

(Chairman) (Whole Time Director)

Place : Mumbai

Date : May 30, 2025

Registered Office:

9/15 Bansilal Building, Office No. 29-32,

3rd Floor, Homi Modi Street,

Fort, Mumbai - 400023

1

Resigned with effect from the close of business hours on
31st May, 2025.

Further, it is confirmed that none of the Directors of the