Board of Directors ("The Board") are pleased to present to you the 16th Annual Report of the business and
operations of Suyog Gurbaxani Funicular Ropeways Limited ("the Company" or "SGFRL") along with the audited
financial statements for the financial year ended March 31, 2025.

Result of our Operations and State of Affairs:

Summary of the operations of the Company for the financial year ended March 31, 2025 is as follows:

Financial Highlights:

During the year under review, the Company has registered a turnover of Rs. 53 Crore as against Rs. 63.11 Crore in
the previous year. The total expenditure stood at Rs. 44.85 Crore as against Rs. 55.32 Crore in the previous year.

The operating and financial performance of your Company has been covered in the Management Discussion and
Analysis Report which forms part of the Annual Report.

Business Overview:

The Company is engaged in infrastructure development services. The Company offers ropeway facilities, as well
as provides stay, shopping, and parking services. The Company serves customers in India.

Currently the Company is involved in an infrastructural Development project through a Build, Operate and
Transfer mode ("BOT") wherein the construction of a Funicular Ropeway System project (also known as Incline
Ropeways) at Saptashrungi Gad Temple situated at Vani, Nashik, Maharashtra. Saptashrungi Gad Temple is a
popular destination for devotees where people come from all over India for taking the blessings of Goddess and
this temple experiences a large number of visitors throughout the years and also experiences some of the peak
seasons at the time of Navratri festivals which happens two times in a year.

Dividend:

In order to conserve the resources for the future business requirements of the Company, your Directors' have
decided not to recommend any dividend for the financial year ended March 31, 2025.

Transfer to Reserves:

The Board has decided to retain the entire profits earned during the FY 2025 in the surplus account of the
Company and does not propose to transfer any amount to the General Reserve

Share Capital:

There has been no change in the Authorized, Issued, Subscribed and Paid-up share capital of the Company
during the financial year 2024-25.

Accordingly, as on March 31, 2025, the Authorized share capital stood at Rs. 25 Crores /- (Rupees Twenty-
Five Crores Only) divided into 2,50,00,000 (Two Crores and Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten
Only) each.

The paid-up share capital of the Company as on March 31, 2025, is Rs. 24,86,22,220/-divided into Rs.2,48,62,222/-
fullypaid-up equity shares of Rs.10/- each.

Further, the Company has not issued any convertible securities or shares with differential voting rights nor has
granted any stock options or sweat equity or warrants. There has been no change in the capital structure of the
Company during the year.

Public Deposits:

During the year under review, your Company has not accepted any deposits within the meaning of Section 73
and 76 of the Companies Act, 2013 ("the Act") read with Companies (Acceptance of Deposits) Rules, 2014. As on
March 31, 2025, there were no deposits lying unpaid or unclaimed.

Loan from Director:

Your Company has taken loan from the Directors during the year 2024-2025 and details are given in the Notes to
the Financial Statements under the head of Related Party Transaction forming part of the Annual Report .

During the year the Company has taken loan from Directors of the Company, details are as
given below:

Particulars of Loans, Guarantees or Investments:

The particulars of loans given, guarantees given, investments made and securities provided by the Company
during the year under review, are in compliance with the provisions of Section 186 of the Act and the Rules made
thereunder and details are given in the Notes to the Financial Statements forming part of the Annual Report. All
the loans given by the Company to the body corporate are towards business purpose.

Particulars of Subsidiary, Associate and Joint Ventures:

The Company does not have any Subsidiary, Associate and Joint Ventures as on March 31, 2025.

Particulars of Contracts or Arrangements with related parties referred to in section 188(1) of the
Companies Act, 2013:

All related party transactions that were entered into during the year were on arm's length basis and in the ordinary
course of business except as disclosed in Form AOC 2 which forms part of the Board Report as Annexure 1. The
Audit Committee has approved the related party transactions and subsequently the same were approved by the
Board of Directors from time to time and the same are disclosed in the Financial Statements of the Company for
the year under review.

Directors:

As on March 31, 2025, the Board of Directors of your Company comprises Nine (9) Directors consisting of a One
Whole Time Director and Eight Non-Executive Directors, out of which four (4) are Independent Directors including
one Woman Independent Director. The constitution of the Board of the Company is in accordance with Section
149 of the Act.

On the basis of the written representations received from the directors, none of the above directors are disqualified
under Section 164(2) of the Act.

The Secretarial Auditor of the Company has raised the observation in its report. The Company has initiated
necessary stapes to resolve the same.

Mr. Shivshankar Lature (DIN:02090972) and Mr. Omprakash Dwarkadas Gurbaxani (DIN:00324142), Directors
of the Company, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible,
offers himself for re-appointment.

Declaration given by the Independent Directors:

The Company has received declarations from the Independent Directors confirming that they meet the criteria
of Independence as prescribed under Section 149(6) of the Act along with the Rules framed thereunder and
Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulation"). Also, the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees, commission, remuneration and
reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company. The
Independent Directors have confirmed that they have registered their names in the data bank maintained with
the Indian Institute of Corporate Affairs.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as an
Independent Director of the Company and the Board is satisfied with the integrity, expertise, and experience
including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder of Independent Director
on the Board.

Annual Evaluation:

The Nomination and Remuneration Committee of the Company has laid down the criteria for performance
evaluation of the Board and individual directors including the Independent Directors and Chairperson covering
various aspects of the Board's functioning such as adequacy of the composition of the Board and its committees,
Board Culture, execution and performance of specific duties, obligations and governance. It includes circulation of
evaluation forms separately for evaluation of the Board, its Committees, Independent Directors /Non-Executive
Directors / Executive Directors and the Chairman of your Company. In a separate meeting of independent
directors which was held on March 19, 2025 performance of non-independent directors, the Board as a whole
and the Chairman of the Company was evaluated, taking into account the views of executive directors and non¬
executive directors.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and
Remuneration Committee, the performance of the Board, its Committees, and individual directors was also
discussed. Performance evaluation of independent directors was done by the entire Board, excluding the
independent director being evaluated.

Key Managerial Personnel:

Mrs. Bhakti Manish Visrani resigned from the position of Company Secretary and Compliance Officer with
effect from November 13, 2024. To fill the vacancy, Mr. Deepak V. Sohoni was appointed to the said position on
November 14, 2024. The Board places on record its sincere appreciation for the valuable contribution made by
Mrs. Visrani during her tenure.

Pursuant to the provisions of Section 203 of the Act, Mr. Rajkumar Gurbaxani, Whole Time Director,
Mrs. Jagadamma Purushottam Wandhare, Chief Financial Officer and Mr. Deepak V. Sohoni, Company Secretary
are the Key Managerial Personnel of the Company as on March 31, 2025.

Mr. Deepak V. Sohoni's tenure appears to have continued until April 19, 2025, to fill the said vacancy Mr. Ameya
Dhananjay Bodas was appointment as Company Secretary & Compliance Officer w.e.f.June 01, 2025.

Number of Meetings of the Board of Directors

During the year, the Board of Directors are met 4 (Four) times during the year. The meetings were held on
Thursday 30th May, 2024, Tuesday 13th August, 2024, Wednesday 13th November, 2024 and Wednesday 12th
February, 2025. The intervening gap between two consecutive meetings was within the period prescribed under
the Act, Secretarial Standards on Board Meetings and SEBI Listing Regulations as amended from time to time.

Committees of the Board:

The Board of Directors of your Company have formed various Committees, as per the provisions of the Act and
as per SEBI Listing Regulations and as a part of the best corporate governance practices, the terms of reference
and the constitution of those Committees is incompliance with the applicable laws.

In order to ensure focused attention on business and for better governance and accountability, the Board has
constituted the following committees:

a) Audit Committee

The Audit Committee has been constituted in line with the provisions of Section 177 of the Act. The members
of the Audit Committee are financially literate and have requisite experience in financial management.
The Audit Committee meets the Statutory Auditor and the Internal Auditor independently without the
management at least once in a year. All the recommendations made by the Audit Committee were accepted
by the Board.

During the financial year ended March 31, 2025, 4 (Four) meetings of the Audit Committee was held on
Wednesday 22nd May, 2024, Tuesday 13th August, 2024, Wednesday 13th November, 2024 and Wednesday
12th February, 2025.

The composition of the Audit Committee and their attendance of the Board of Directors of the Company
attended during the financial year ended March 31, 2025 are detailed below:

b) Nomination & Remuneration Committee

The Nomination & Remuneration Committee (NRC) has been constituted in line with the provisions of Section
178 of the Act. During the financial year ended March 31, 2025, 2(Two)meetings of the NRC were held on
August 13, 2024 and November 13, 2024 . The composition of the Nomination and Remuneration Committee
of the Board of Directors of the Company along with the details of the meeting held and attended during the
financial year ended March 31, 2025 are detailed below:

c) Stakeholder Relationship Committee

The Stakeholder Relationship Committee has been constituted in line with the provisions of Section 178
of the Act, The Committee met on February 12, 2025 during the financial year ended March 31, 2025. The
constitution of the Stakeholders Relationship Committee and their attendance during the financial year is
detailed below:

Compliance with secretarial standards on board and general meetings:

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued
by the Institute of Company Secretaries of India and the Company complies with all the applicable provisions of
the same during the year under review.

Internal Financial Control Systems and their Adequacy:

Your Company has in place an adequate internal financial control system commensurate with the size of its
operations. Internal control systems comprising of policies and procedures are designed to ensure sound
management of your Company's operations, safekeeping of its assets, prevention and detection of frauds
and errors, optimal utilization of resources, reliability of its financial information and compliance. Systems and
procedures are periodically reviewed by the Audit Committee to maintain the highest standards of Internal
Control. During the year under review, no material or serious observation has been received from the Auditors
of your Company citing inefficiency or inadequacy of such controls. An extensive internal audit is carried out by
M/s. SKSS & Associates, Chartered Accountants, and post-audit reviews are also carried out to ensure follow-up
on the observations made.

Management Discussion and Analysis Report:

As per Regulation 34 of SEBI Listing Regulation, a separate section on Management Discussion and Analysis
Report highlighting the business of your Company forms part of the Annual Report it, inter-alia, provides details
about the economy, business performance review of the Company's various businesses and other material
developments during the year.

Details of significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status and company's operations in future:

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 the future.

Maintenance of Cost Records:

During the year, the Company has not prescribed maintenance of cost records as specified by the Central
Government under sub-section (1) of Section 148 of the Act.

Auditors & Reports:

Statutory Auditors:

M/s. Aniket Kulkarni & Associates, Chartered Accountants, Mumbai (Firm Registration No.130521W) were
appointed as Statutory Auditors of your Company at the 13th Annual General Meeting for a term of five
consecutive years from the conclusion of 13thAnnual General Meeting of the Company till the conclusion of its
18th Annual General Meeting. The Company has received their eligibility certificate confirming that they are not
disqualified from continuing as Auditors of the Company.

The Auditors' Report does not contain any qualifications, reservations, adverse remarks, or disclaimers. Further,
Notes to Accounts are self-explanatory and do not call for any comments.

Secretarial Auditor:

Pursuant to Section 204 of the Act, your Company had appointed M/s. Amruta Giradkar & Associates, Company
Secretaries, (Membership No. A48693, COP No. 19381) as its Secretarial Auditors to undertake the Secretarial
Audit of your Company for the financial year ended March 31, 2025.The Secretarial Audit Report in the prescribed
Form No. MR-3 is attached as Annexure 2.

There are no qualifications or observations or adverse remarks or disclaimers of the Secretarial Auditors in its
report, except as mentioned in Secretarial Audit Report Annexed to this report.

Internal Auditors:

M/s. DBS & Associates, Chartered Accountants, Firm Registration Number 018627N, Internal Auditors resigned
w.e.f. May 30, 2024. Pursuant to the provisions of Section 138 of the Act, and The Companies (Accounts) Rules,
2014 and on the recommendation of the Audit Committee, M/s. SKSS & Associates, Chartered Accountants, Firm
Registration Number 146986W were appointed by the Board of Directors at Board Meeting held on May 30, 2024
to conduct Internal Audit for the financial year 2024-2025 of the Company.

Reporting of Frauds by Auditors:

During the year under review, neither the Statutory Auditors, Secretarial Auditors, or Internal Auditor have
reported as per Section 143(12) of the Companies Act, 2013, any instances of fraud committed against your
Company by its officers and employees, details of which would need to be mentioned in the Board's Report.

Annual Return:

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management
and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and can
be accessed at www.sgfrl.com.

Policies

Code for Prevention of Insider Trading:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons
and their immediate relatives and a Code of Fair Disclosure to formulate a framework and policy for disclosure of
events and occurrences that could impact price discovery in the market for its securities as per the requirements
under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The
Code of Fair Disclosure has been made available on the Company's website at https://sgfrl.com/corporate-
governance/?v=6c8403f93333

Vigil Mechanism/Whistle Blower Policy:

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and
employees in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulation to report
concerns about unethical behavior.

The policy is to provide a mechanism, which ensures adequate safeguards to employees and Directors from
any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or
misrepresentation of any financial statement and reports, and so on. The employees of the Company have the
right/ option to report their concern/ grievance to the Chairperson of the Audit Committee. The Company is
committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. During
the year under review, no person was denied access to the Audit Committee.

Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they shall not
be subject to any discriminatory practices. This policy is uploaded on the Company's at website https://sgfrl.com/
corporate-governance/?v=6c8403f93333

Company's Policy on Board Diversity, Appointment and Remuneration of Directors, Key
Managerial Personnel and Senior Management Personnel:

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board will
be able to leverage different skills, qualifications, professional experiences, perspectives and backgrounds, which
is necessary for achieving sustainable and balanced development. The Board has adopted Board Diversity Policy
and Nomination and Remuneration Policy of the Company on remuneration and other matters including criteria
for determining qualifications, positive attributes, independence of a Director and other matters provided under
sub-section (3) of Section 178 of the Act.

Policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal)
Act, 2013:

Your Company has always believed in providing a safe and harassment-free workplace for every individual
working in any office through various interventions and practices. The Company endeavors to create and provide
an environment that is free from discrimination and harassment including sexual harassment.

Your Company has in place a robust policy on the prevention of sexual harassment at the workplace. The
policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting
and prevention of sexual harassment. The Company has zero tolerance approach for sexual harassment at
workplace. There is an Internal Committee ("IC") which is responsible for redressal of complaints related to sexual
harassment and follows the guidelines provided in the policy.

The details of complaints pertaining to sexual harassment that were filed, disposed of and pending during the
financial year are provided herein below

Number of Complaints:

Details of sexual harassment complaints received and redressed during the year 2024- 25 are as
follows:

Disclosure pursuant to the Maternity Benefit Act, 1961:

Your Company remains compliant with respect to the provisions of Maternity Benefit Act, 1961 and further
confirms that there has been no deviation from the provision of the Maternity Benefit Act, 1961.

Risk Management Policy:

The Company has devised and adopted a Risk Management Policy and implemented a mechanism for risk
assessment and management. The policy provides for identification of possible risks associated with the business
of the Company, assessment of the same at regular intervals and taking appropriate measures and controls to
manage, mitigate and handle them. The key categories of risk jotted down in the policy are strategic risks,
financial risks, operational risks and such other risk that may potentially affect the working of the Company.
The Board in their meetings review the risks and in their opinion, no risk exists which threaten the existence of
the Company.

Corporate Social Responsibility:

The Company's CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief
outline of the CSR Policy and the initiatives undertaken by the Company on CSR activities during the year are set
out in Annexure 3 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy)
Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report,
which forms part of this report.

The Policy is available on the Company's website and can be accessed at https://sgfrl.com/corporate-
governance/?v=212bd1cfe3fb.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning &
Outgo:

The Company consciously makes all efforts to conserve energy across its operations. In terms of the provisions
of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules 2014, the report on conservation of
energy, technology absorption, foreign exchange earnings and outgo forms part of this report as Annexure 4.

Human Resources:

As a service Company, the Company's operations are heavily dependent on qualified and competent personnel.
As on March 31, 2025, the total strength of the Company's permanent employees stood at 341 excluding casual
& contract staff. Your Company takes significant effort in training all employees at various levels.

Particulars of Employees:

There are no employees drawing a monthly or yearly remuneration in excess of the limits specified under Section
197 of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 including any amendments thereof.

The information containing particulars of employees as required under Section 197 of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended from time to time is attached herewith as Annexure 5.

Material changes and commitments, if any:

There have been no other material changes and commitments that occurred after the close of the financial year
till the date of the report, which may affect the financial position of the Company, except as stated in this report.

Directors' Responsibility Statement:

Pursuant to the requirement under Section 134(3)(c) of the Act, the Directors hereby confirm and
state that:

a) in the preparation of the annual financial statements for the financial year ended March 31, 2025, the
applicable accounting standards had been followed and no material departures have been made for
the same;

b) they 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 ended on March 31, 2025 and profit of the Company for that period;

c) they 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) they have prepared the annual accounts for the year ended March 31, 2025 on a going concern basis;

e) they have laid down internal financial controls and the same have been followed by the Company and that
such internal financial controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws sand that
such systems were adequate and operating effectively.

The details of application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016
("IBC") during the year along with its status as at the end of the financial year

There was no application made or any proceeding pending under IBC during the year under review.

The details of difference between amount of the valuation done at the time of one-time settlement and the
valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof;

There was no instance of a one-time settlement with any Bank or Financial Institution during the period
under review.

Change in the nature of business:

There has been no change in the nature of business during the year.

Cautionary Statement:

Statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in
a separate Section in this Report, describing the Company's objectives, projections, estimates and expectations
may constitute 'forward-looking statements' within the meaning of applicable laws and regulations. Actual results
might differ materially from those either expressed or implied in the statement depending on the circumstances.

Acknowledgment:

Your Directors would like to express their gratitude to the shareholders for reposing unstinted trust and confidence
in the management of the Company and will also like to place on record their sincere appreciation for the continued
cooperation, guidance, support, and assistance extended by our users, bankers, customers, Government & Non¬
Government Agencies & various other stakeholders.

Your Directors also place on record their appreciation of the vital contribution made by employees at all levels and
their unstinted support, hard work, solidarity, cooperation, and stellar performance during the year under review.

By order of the Board of Directors
For Suyog Gurbaxani Funicular Ropeways Limited

Rajkumar Gurbaxani Shivshankar Lature

Place : Mumbai Whole Time Director Director

Date : August 13, 2025 DIN: 00324101 DIN: 02090972