Gold Rock Investments Ltd

To,

The Members of

Your directors have pleasure in presenting the Forty-Sixth Annual Report, together with the audited financial statement of the Company for the financial year ended March 31, 2024.

The standalone performance of the Company for the financial year ended March 31, 2024 is summarized below:

On standalone basis, your Company earned the gross income of Rs. 460.34 lakhs as against Rs. 668.13 lakhs in the previous year. The total expenditure during the year under review was Rs. 132.27 lakhs as against Rs. 103.94 lakhs in the previous year. The Net Profit after tax Rs. 251.26 lakhs as against Rs. 491.86 lakhs in the previous year.

On consolidated basis, your Company earned the gross income of Rs. 466.04 lakhs as against Rs. 670.03 lakhs in the previous year. The total expenditure during the year under review was Rs. 129.90 lakhs as against Rs. 103.66 lakhs in the previous year. The Net Profit after tax was Rs. 257.14 lakhs as against Rs. 493.27 lakhs in the previous year.

There has been no change in the business of the Company during the financial year ended March 31, 2024.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company form part of the Annual Report.

During the year under review, Company has one subsidiary company:

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 "Annexure-A" is attached to the financial statements of the Company.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.goldrockinvest.in. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.goldrockinvest.in Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company's registered office.

Seattle Online Private Limited: It earned gross income of Rs.17.70 lakhs as against Rs. 13.90 lakhs in the previous year. The total expenditure during the year under review was Rs. 9.64 lakhs as against Rs. 11.72 lakhs in the previous year. The Net Profit/(Loss) was Rs. 6.76 lakhs as against Net profit of Rs. 2.17 lakhs in the previous year.

The Amount of Rs. 50.25 lakhs has been transferred to NBFC Statutory Reserve as per the provision of RBI Act 1934; it is not proposed to carry amount of profit to any other reserves except the transfer of profit to NBFC Statutory Reserves.

The Board does not recommend any dividend for the financial year ended 31st March 2024.

The Company has adopted Indian Accounting Standard (‘IND AS') the accordingly, the financial statement for the year 2023-24 have been prepared in accordance with IND-AS, prescribed under Section 133 of the Act, read with relevant rules issued there under and the other recognized accounting practices and policies to the extent applicable.

Management discussion and Analysis Report for the year under review, as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, is forming part of this Annual Report.

The provisions of section 186 of the Act pertaining to investment and lending activities are not applicable to the company since the company is a Non-Banking Financial Company ("NBFC") whose principal business is acquisitions of securities. During the year under review, the Company has not provided any guarantee.

Since the Company does not accept and hold any public deposits, the Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 are not applicable to the Company as regard to capital adequacy requirement.

In accordance with the provision of the Act, and the Article of Association of the Company, Mr. Alok Mukherjee Managing Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee and based on report performance evaluation, has recommended re-appointment of Mr. Alok Mukherjee Managing Director of the Company is liable to retire by rotation

During the year under review, Mr. Alok Mukherjee held position as Managing Director, Mr. Sanjeev Kumar Jain held position as Non-Executive Director, Mr. S. C. Aythora held position as Independent Director, Mrs. Komal Mundhra held position as Women Independent Director, Mr. Jitendra Kumar Srivastava held position as Chief Financial Officer and Ms. Pooja Solanki held position as Company Secretary and Compliance Officer.

Resolution seeking his re-appointment along with his profile as required under Regulation 36(3) of SEBI Listing Regulations forms part of the Notice of 46^th Annual General Meeting.

The Company has received declaration from all Independent Directors of the Company confirming that they meet the criteria of Independence prescribe under the Act, and the Listing Regulations.

During the financial year ended March 31, 2024, 7 (Seven) meeting were held. The detail of Board Meetings and the attendance of the Directors are provided in the Report on Corporate Governance forming part of this report.

The Board has well-qualified Audit Committee, the composition of which is in line with the requirements of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI LODR 2015. All the Members, including the Chairperson of the Audit Committee are Independent. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are included in the Corporate Governance Report.

During the year under review all the recommendations made by the Audit Committee were accepted by Board. 5 (Five) Audit Committee Meetings were convened and held during the financial year.

The Company Secretary and Compliance Officer of the Company acts as Secretary of the Committee.

The Company has duly reconstituted Nomination and Remuneration and Compensation Committee as per the requirements prescribed under the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015

During the year under review 4 (Four) Nomination and Remuneration Committee Meetings were convened and held during the financial year.

As per the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI LODR 2015, the company has reconstituted Stakeholders Relationship Committee. The details of Composition of the Committee are included in the Corporate Governance Report.

During the year under review 4 (Four) Share Transfer and Stakeholder Relationship Committee Meetings were convened and held during the financial year.

M/s Rajeev Sharma & Associates Chartered Accountants (Firm Reg. No. 004849C) was appointed as the Statutory Auditors of the Company at 45^th Annual General Meeting ("AGM") held on September 30, 2023, to hold the office as the Statutory Auditors of the Company till the conclusion of AGM to be held on September 2027.

M/s Rajeev Sharma & Associates Chartered Accountants (Firm Reg. No. 004849C) is to be reappointed as the Statutory Auditors of the Company at Annual General Meeting of the Members held on September 30, 2023, for a term of 5 years consecutive years from the conclusion of the Annual General Meeting held on September 30, 2027 until the conclusion of the 50th Annual General Meeting of the Company.

As per the provisions of Section 139 and 141 of the Act, they have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Audit Report of M/s Rajeev Sharma & Associates on the Financial Statements of the Company for the Financial Year 2023-24 is a part of the Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Neha Anup Poddar Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure D". The Secretarial Audit Report for the financial year ended March 31, 2024, does not contain any qualifications, reservations or adverse remarks. The Secretarial Audit Report is annexed and forms part of this report.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has appointed Mrs. Neeta Bansal Chartered Accountant as an Internal Auditor of the Company for the Financial Year 2023-24.

During the reporting period, no frauds were reported by Auditors under sub-section (12) of section 143, as such no offence involving fraud was committed against the Company by officers or employees 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 Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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. In addition, the Chairperson was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non- Independent Directors, performance of the board as a whole and performance of the Chairperson was evaluated, taking into account the views of executive directors and non-executive Directors.

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulation (including any statutory modification(s) or re-enactment (s) thereof for the time being in force) and as per section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Nomination and Remuneration Committee of the Board has devised a policy for selection and appointment of Director, Key Managerial Personnel and Senior Management Employee and their Remuneration. The Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director, which has been put up on the Company's website www.goldrockinvest.in.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal control systems, comprising of policies and procedures are designed to ensure sound management of your Company's operations, safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. Based on the report of Internal Audit function, corrective actions are undertaken in the respective areas and thereby strengthen the controls.

The statutory auditors of the Company have audited the financial statements included in this annual report and has issued a report on our internal financial controls over financial reporting as defined in Section 143 of the Act.

A Certificate from the Managing Director and CFO of the Company in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, inter alia, confirming the correctness of the Financial Statements and Cash Flow Statements, adequacy of the internal control for financial reporting, and reporting of matters to the Audit committee, is also forming part of this Annual Report.

The provision of Cost Audit as per section 148 of the Companies Act, 2013 does not applicable on the Company.

The Board members are provided with necessary documents / brochures, reports and internal policies to enables them to familiarize with the Company's procedures and practices.

The Company at its various meetings held during the Financial Year 2023-24 had familiarized the Independent Directors with regard to the roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the Business models of the Company etc. The Independent Directors have been provided with necessary documents, reports and internal policies to familiarize them with the Company's policies, procedures and practices.

Periodic presentations are made to the Board and Board Committee meeting on Business and performance updates of the Company, Global business environment, Business strategy and risks involved. Detailed presentation on the Company's business segments are made at the separate meetings of the Independent Directors time to time.

The Familiarization Policy along with the details of familiarization program imparted to the Independent Directors is available on the website of the Company at www.goldrockinvest.in.

The Company being a Non-Deposit Accepting Non-Banking Finance Company has not accepted any deposits from the public during the year under review and shall not accept any deposits from the public without obtaining prior approval of the Reserve Bank of India (RBI). The company has neither accepted any public deposit in past or during the year. There are no unclaimed/unpaid deposit as of 31.03.2024. The company has complied with the relevant provisions relating to deposits under the Act and Rules framed their under.

During the FY 2023-24, the Corporate Social Responsibility (CSR) expenditure incurred by the Company was 8.02 lacs. Transfer to Special Bank Account as approved under CSR activities. The Annual Report on CSR activities undertaken during the financial year 2023-24 is in accordance with provisions of Companies Act 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014

As per the information available with the Board of Directors, there were no such orders passed against the Company. There has been no significant and material order passed by the Regulators or Court or Tribunals impacting the going concern status and Company's operations.

There are No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the Financial Statement relate and the date of this report.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy. During the year 2023-24, no complaints on sexual harassment were received.

The issued, subscribed and paid-up Share Capital of the Company stood at Rs. 78.56 lakhs as at 31st March 2024 comprising of 7,85,600 Ordinary (Equity) Shares of Rs. 10 each fully paid-up. There was no change in Share Capital during the year under review.

The Company hereby affirms that during the year under review, the Company has complied with all the applicable Secretarial standards i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of

Directors' and ‘General Meetings' respectively (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.

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 the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. the Directors' have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the year ended March 31, 2024;

c. the Directors' have taken proper and sufficient care to the best of their knowledge and ability 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' have prepared the annual accounts for the financial year ended March 31, 2024, on a going concern basis;

e. the Directors' have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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.

Your Company believes that Corporate Governance is the basis of stakeholder satisfaction and therefore, your Board continues to be committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India.

A separate section on Corporate Governance, is annexed and forms part of this report.

As per the provision of Section 177 (9) of the Companies Act, 2013, and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (SEBI LODR 2015) the Company is required to establish an effective Vigil Mechanism for Directors and Employees to report genuine concerns. In line with this, the Company has framed a Vigil Mechanism and a Whistle Blower Policy through which the Directors and Employees, Franchisees, Business Partners, Vendors or any other third parties making a Protected Disclosure under this Policy may report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy is placed on the website of the Company at www.goldrockinvest.in.

The Company has in place a comprehensive Code of Conduct (‘the code') applicable to the Directors and employees. The Code is applicable to Non-executive Directors including Independent Directors to such as extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the core values of the Company.

The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended from time to time with a view to regulate trading in Securities by 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.

The extract of the Annual Return as provided under sub-section (3) of Section 92 in the Form MGT 9 for the financial year under review is annexed "Annexure-C" and forms part of this report.

During the year under review, all contracts / arrangements / transactions entered by the Company were in its Ordinary Course of the Business and on Arm's Length basis. There were no material transactions with any related party as defined under Section 188 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed on a quarterly basis before the Audit Committee and also before the Board for approval.

Information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is annexed "Annexure-B" and forms part of this report.

The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board may be accessed on the Company's website www.goldrockinvest.in. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

Equity Shares of the Company are listed with BSE Limited. The Annual listing fee for the financial year 2023-24 has been paid to the BSE Limited (BSE).

In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as

"the Act") read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the "IEPF Rules"), no amount was required to be transferred to Investor Education and Protection Fund, during the year under review.

In the endeavour to maintain a robust cyber security posture, your Company has remained abreast of emerging cyber security, so as to achieve higher compliance and continuity.

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

The average percentage increase in the salaries of employees in the financial year 2023-24 was NIL. However, there was no increase in the salaries of Director (Managerial Personnel) during the year. The increments given to employees are based on their potential, performance and contribution, which is also, benchmarked against applicable industry norms.

The Company affirms remuneration is as per the remuneration policy of the Company.

The company being Investment Company, has nothing to report on energy conservation and technology absorption there is no foreign exchange outgoing

The Company earned Nil in foreign currency in the current financial year and in the previous year.

The Company's assets have been insured.

The details in respect of risks and concerns are included in the Management Discussion & Analysis, which forms part of this report.

Certificate from Mr. J. K. Srivastava Chief Financial Officer, as specified in Part B of Schedule II of the SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015 for the financial year ended March 31, 2024 was placed before the Board of Directors of the Company.

Your Directors, state that no disclosure or reporting is required in respect of the following matters as there were no transaction on these matter during the years under review

The Board of Directors takes the opportunity to express its sincere appreciation for the support and co operation from its members, Reserve Bank of India, banks and Statutory and Regulatory Authorities.

The Board also wishes to place on record their sincere appreciation of the contribution made by the executives and employees at all levels for their dedication and commitment to the Company throughout the year.