Golden Crest Education & Services Ltd

Dear Members,

The Board of Directors have the pleasure in presenting the Companies 42^nd Annual Report together with the Audited Financial Statements for the financial year ended 31^st March, 2025 along with the Auditor's Report thereon. The financial highlights of the Company for F.Y. 2024-2025 are given below:

Financial Results:-

(Amount in Lakh)

Performance:-

The Total Income for the financial year under review is Rs. 40.89 Lakh against Rs. 26.76 Lakh in previous year. The Net Profit after taxation generated by the company during the year under review was Rs. 16.32 Lakh as compared to Rs. 6.57 Lakh during the previous year.

Operation:-

The Company has been continuously focusing on its existing line of business to improve its profitability in near future.

Dividend:-

Your Company intends to conserve available resources to invest in the growth of the business and pursue strategic growth opportunities. Accordingly, your Directors do not recommend any dividend for the year.

Transfer to Reserve:-

There has been no transfer to Reserves during the Financial Year 2024-2025.

Public Deposits:-

The Company has not accepted or renewed any amount falling within the purview of provisions of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits is not applicable.

Change in the nature of Business:-

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

Shifting of the Registered Office of the Company:-

During the year under review, the Registrar of Companies (ROC), Kolkata and Registrar of Companies (ROC), Mumbai, Ministry of Corporate Affairs have approved form INC 22 giving effect to the change in the registered office address of the Company at "102, 1st Floor, 21, Thakur Building, Krantiveer Rajguru Marg, Bhorbhat Lane, Girgaon, Mumbai 400004." with effect from 17^th March, 2025.

Compliance with the Accounting Standards:-

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2025 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

Directors and Key Management Personnel (KMP):-

As on March 31, 2025, the Board of Directors of your Company comprised of Five (5) Directors one (1) of whom is the Managing Director & CEO and One (1) is Non-Executive Director. The remaining Three (3) directors are Non-Executive Independent Directors including Women Director.

The composition of the Board is in consonance with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and in accordance with the applicable provisions of Companies Act, 2013.

During the year Board approved in their meeting held on 24/05/2024 along with recommendation of Nomination & Remuneration Committee of Board that Change in Designation of Mr. Yogesh Lama (DIN: 07799934) from Whole time Director to Managing Director & Chief Executive Officer with effect from 24/05/2024, on the existing terms & conditions, and approved by Special Resolution on 41^st Annual General Meeting i.e.12.08.2024.

Mr. Govind Ram Gupta (DIN: 07940601) Non-executive Independent Director has resigned vide letter dated 26/06/2024, to the board due to certain emerging unavoidable personal situations. We confirm that there is no other material reason for his resignation other than stated herein resignation letter. The Board considered and approved his resignation from the post of Non-Executive Independent Director with effect from 27/06/2024 after business hours. The Board places on record its gratitude for the services rendered by him during his tenure as a Non-executive Independent Director of the Company.

On 27.06.2024, Board of Director in their meeting appointed Mrs. Heena Banga Sharma (DIN: 10193235) and Mrs. Bela Garg (DIN: 03422782) as Additional Director w.e.f. 27/06/2024 and being act as Independent Directors, in category as Non-executive Independent Director for consecutive 5 (Five) years for the period from 27/06/2024 to 26/06/2029 and both appointment approved by Special Resolution on 41^st Annual General Meeting held on 12.08.2024.

All Independent Directors of the Company have submitted the requisite declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with Regulation 16 and 25(8) of SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct. In the opinion of the Board, all the independent directors are persons of integrity, possesses relevant expertise and experience including the proficiency required to be Independent Directors of the Company and they are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the said Act..

All Independent Directors of the Company have confirmed that they have already registered their names with the data bank maintained by the Indian Institute of Corporate Affairs ["IICA"] as prescribed by the Ministry of Corporate Affairs under the relevant Rules, and that they would give the online proficiency self-assessment test conducted by IICA which is prescribed under the relevant Rules, if applicable.

Appropriate resolutions for appointment /re-appointment are being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of directors appointed/re-appointed and other related information has been detailed in the Notice read along with the explanatory statement convening the 42^nd AGM of the Company in accordance with the provisions of the Companies Act, 2013 read with the Rules issued there under and the Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

Policy on Director's, Key Managerial Personnel - Appointment & Remuneration including Nomination & Remuneration Committee:-

The Board has framed a policy on Director's Appointment and Remuneration & duly constituted Nomination and Remuneration Committee pursuant to the Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and read with Section 178 of the Companies Act, 2013.

The policy provides for selection and appointment of Directors, Senior Management including KMP and their Remuneration together with criteria for determining qualifications, positive attributes, and independence of a Director.

Remuneration policy for the Directors, Key Managerial Personnel and other Employees has been disclosed on the Company's website i.e. www.goldencrest.in.

Details of Committee members and meetings etc. have been disclosed in the Corporate Governance Report which forms a part of this report.

Disclosure under Section 197(12) of the Companies Act, 2013:-

The Company has not employed any employees whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Declaration of Independent Directors:-

The Company has received necessary declaration from each of Independent Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and the relevant Rules made there on and Regulation 16(1)(b) and 25 (8) & (9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, as amended form time to time.

Directors Responsibility Statement:-

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts for the year ended 31^st March, 2025, the applicable Indian Accounting Standards have been followed along with proper explanation relating to material departures, if any;

ii. 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 31^st March, 2025 and of the profits of the company for the year ended on that date;

iii. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis;

v. The directors have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and operating effectively;

vi. 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.

Committee of the Board:-

The Board of Directors has following Committee

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholder Relationship Committee

4. Risk Management Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

Statement concerning development and implementation of Risk Management Policy of the Company:-

The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically address through mitigation action on a continuing basis.

The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board Report.

Number of Meeting of the Board:-

During the year under review Five (5) Meetings of the Board of Directors of the Company were held. Disclosure Regarding Company's Policies under Companies Act, 2013 And SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015:-

The Company has framed various policies as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 & Companies Act, 2013; viz

i) Policy on Criteria for Determining Materiality of Events

ii) Remuneration Policy for the Directors , Key Managerial Personnel and other Employees

iii) Determining material subsidiary Policy

iv) Related Party transactions Policy,

v) Whistle Blower/vigil Mechanism

vi) Archival Policy for disclosure

vii) Code of Conduct for Board of Directors & Senior Management

viii) Policy of Preservation of Documents

ix) Policy on Criteria for Determining Materiality of Events

x) Code of Conduct for Independent Director / Information are displayed on the website of the Company https://www.goldencrest.in/Codes%20&%20Policies/Codes%20&%20Policies.html

Extract of Annual Return:-

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and administration) Rules, 2014, the Annual Return as on 31^st March, 2025 is available on the Company's website on www.goldencrest.in.

Board Evaluation:-

Pursuant to the provisions of the Companies Act, 2013 read with Rules issued there under and Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors has evaluated the effectiveness of the Board as a whole, the various Committees, Directors individually (excluding Director being evaluated) and the Chairman of the Board.

The exercise was carried out by the Independent Directors of the Company through a structured evaluation process covering several aspects of functioning of the Board i.e. attendance, contribution at the meetings and otherwise, independent judgments, safeguarding interest of the minority stakeholders, composition of Board/ Committees, performance of specific duties and obligation by members of the board etc.

The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated. The Performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors at their separate Meeting. The Board of Directors expressed its satisfaction with the evaluation process.

Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013:-

The Company has complied with the provisions of Section186 of the Companies Act, 2013 in respect of investments made in earlier and outstanding at the year-end, details of which are given in the Financial Statements. There were no loans or guarantees made by the Company during the year under review.

Particulars of Contracts or Arrangements made with Related Parties: -

All contracts / arrangements / transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of business and on an arm's length basis and do not attract the provisions of Section 188 of the Companies Act, 2013.

During the year under review, the Company did not enter into any contract / arrangement / transaction with related parties which could be considered material in accordance with the related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosures of transactions with the related parties is set out in Notes to Accounts forming part of the financial statement for the year 2024-2025.

Subsidiaries, Joint Ventures and Associate Companies:-

The Company does not have any Subsidiary, Joint venture or Associate Company.

Details of policy developed and implemented by the Company on its Corporate Social Responsibility Initiatives:-

Since the Company does not qualify any of the criteria as laid down in Section 135(1) of the Companies Act, 2013 with regard to Corporate Social Responsibility, provisions of Section 135 are not applicable to the Company.

Internal Financial Control and their adequacy:-

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has developed well-defined internal control mechanisms and comprehensive internal audit program with the activities of the entire organization under its ambit.

Further, based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Corporate Governance:-

The Company conforms to the norms of Corporate Governance as envisaged in the term of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with the Stock Exchange. Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, a detailed Compliance Note on Corporate Governance together with the Auditors Certificate on Corporate Governance is annexed to this report.

Management Discussion and Analysis Report:-

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") are given in a separate section and forms part of the Annual Report.

Material Changes and Commitments, if any, affecting the financial position of the Company occurred between the ends of the Financial Year to which this Financial Statement relates and the date of the Report:-

There are no material changes and commitments affecting the financial position of the Company occurred between ends of the financial year to which this financial statement relates on the date of this report.

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:

Not Applicable to the Company during the year under review.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:-

In view of the nature of activities which are being carried out by your Company, the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, pertaining to the conservation of energy and technology absorption, are not applicable to your Company.

There were no Foreign Exchange earnings or outgo during the period.

Details of Significant and material orders passed by the Regulators or Courts or Tribunals impacting the Going Concern Status and Company's operation in future:-

There are no significant and material orders issued against the Company by any regulating authority or court or tribunal affecting the going concern status and Company's operation in future. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

The Regional Director, Eastern Region, Ministry of Corporate Affairs has approved the shifting of Registered Office of the Company from the State of West Bengal to the State of Maharashtra, Vide its Order No RD/T/39866/S-13(4)/24 dated February 13, 2025 which is received by us on February 15, 2025.

Further the Registered office of the Company shifted from the State of West Bengal, Kolkata to the State of Maharashtra at Mumbai at "102, 1^st Floor, 21, Thakur Building, Krantiveer Rajguru Marg, Bhorbhat Lane, Girgaon, Mumbai 400004" with effect from 17^th March, 2025, as approved by the Registrar of Companies, Mumbai.

Auditors & Auditors Observations:-

The matter related to Auditors and their Reports are as under:

1. Statutory Auditor and their Report:-

M/s. Mohindra Arora & Co., Chartered Accountants (FRN:006551N), was re- appointed as the statutory auditors of the Company to hold office for a period of five consecutive year from the conclusion of the 39^th Annual General Meeting till the conclusion of the 44^th Annual General Meeting. Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The requirement to place the matter relating to appointment of Auditors for ratification by members at every AGM is done away with vide notification dated 7^th May, 2018 issued by the Ministry of Corporate Affairs, New Delhi.

Explanations or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Statutory Auditors in their Report:-

The Report given by the Statutory Auditors for the Financial Statements for the year ended 31^st March, 2025 read with explanatory notes thereon do not call for any explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The remarks, if any, made by the Auditors in their Report are properly explained in the Note no. 21 of the Financial Statement.

2. Secretarial Auditors and their Report:-

M/s. Veenit Pal & Associates, (FRN:13149) Practicing Company Secretary was appointed to conduct Secretarial Audit of the Company for the financial year 2024-2025 at their Board of Directors Meeting on 24^th May, 2024 as required under Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The report of the Secretarial Auditors in Form MR-3 is enclosed as Annexure-I to this report. The report confirms that the Company had complied with the statutory provisions listed under Form MR -3 and the Company also has proper board processes and compliance mechanism.

The report does not contain any qualification, reservation or adverse remark or disclaimer for further comments or explanations.

3. Internal Auditor:-

The Members of Board has appointed M/s Jain N K & Co., (FRN 148125W) Chartered Accountant, as Internal Auditors of the Company for Financial Year 2024-2025 at their meeting on 30^th July, 2024 under provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 as recommended by Audit Committee.

The Suggestions made by the Internal Auditor in their Report were properly implemented.

Vigil Mechanism/ Whistle Blower Policy:-

Your company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. These have been outlined in the Corporate Governance Report which forms part of this report.

Human Resources:-

Human Resources Development envisages the growth of the individual in tandem with the organization. It also aims at the up-liftment of the individual by ensuring an enabling environment to develop capabilities and to optimize performance.

Your Directors want to place on record their appreciation for the contribution made by employees at all levels, who through their steadfastness, solidarity and with their co-operation and support have made it possible for the Company to achieve its current status.

The Company, on its part, would Endeavour to tap individual talents and through various initiatives, ingrain in our human resources, a sense of job satisfaction that would, with time, percolates down the line. It is also the Endeavour of the Company to create in its employees a sense of belonging, and an environment that promotes openness, creativity and innovation.

All the manpower initiatives including training, meetings and brainstorming sessions are implemented with the aim of maximizing productivity and aligning organizational needs employee's aspirations.

Listing of Securities:-

The Equity Shares of the Company are listed on Calcutta Stock Exchange Limited (CSE) & BSE Limited (BSE).

Shares:-

The authorized Share capital and the paid-up Equity Share Capital have remained unchanged during the year under review. The Company has neither issued shares & Securities or any other instruments nor any corporate benefits during the year under review.

1. The Company has not bought back any of its securities during the year under review.

2. The Company has not issued any Sweat Equity Shares during the year under review.

3. No Bonus Shares were issued during the year under review.

4. The Company has not provided any Stock Option Scheme to the employees.

Additional Information to Shareholders:-

All important and pertinent investor information such as financial results, investor presentations, press releases are made available on the Company's website i.e. www.goldencrest.in on a regular basis.

Secretarial standards

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

Code of Conduct:-

As prescribed under Listing Regulation, a declaration signed by the Managing Director & Chief Executive Officer affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the financial year 2024-2025 forms part of the Corporate Governance Report.

Board Diversity Policy:-

In compliances with the provision of the Listing Regulations, 2015, the Board through its Nomination and Remuneration Committee has devised a Policy on Board Diversity.

The objective of the Policy is to ensure that the Board comprises adequate number of members with diverse experience and skills, experience, such that it best serves the governance and strategic needs of the Company leading to competitive advantage. The Board composition at present meets with the above objective.

Familiarization Program:-

Whenever any person joins the Board of the Company as an Independent Director, an induction programme is arranged for the new appointee, wherein the appointee is familiarized with the Company, his/her roles, rights and responsibilities in the Company, the Code of Conduct of the Company to be adhered, nature of the industry in which the Company operates, and business model of the Company etc. The details of such familiarization programmes have been disclosed on the Company website i.e. https://www.goldencrest.in/Disclosures_SEBI.html.

Reporting of Frauds:-

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported to the Audit Committee and / or Board any instances of fraud committed in the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.

Disclosure under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013:-

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed-off during the year 2024-2025.

Disclosures:-

Maintenance of cost records and requirement of cost Audit as prescribed under the provisions of Section 148(1) of the Act are not applicable to the business activities carried out by the Company. The Company has not accepted any fixed deposits during the year under review and accordingly, no amount on account of principal or interest on deposits from public and/or Members were outstanding as at March 31, 2025. During the year under review, the Company has not issued any Debentures. There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

No material changes have taken place that could have an impact on the financial position of the Company from the date of closure of financial year under review till the date of signing of Accounts. There is no proceeding initiated or pending against the company under the Insolvency and Bankruptcy Code, 2016 During the year under review, the Company has not required take Credit Rating of Securities from any agency. During the year under review, the Company has not required transferred any shares in IEPF (Investors Education & Protection Fund). During the year under review Company does not come under failure of implement any Corporate Action. During the year under review, the Company has not required the Compliance of Regulation 32 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and is of the view that the same is not applicable to company as the Company has not issued any share by way of public issue, Right Issue, Preferential Issue etc.

Acknowledgement:-

The Directors wish to place on record their appreciation for the contributions made by the employees at all levels, whose continued commitment and dedication helped the Company achieve better results. The Directors also wish to thank customers, bankers, Central and State Governments for their continued support. Finally, your directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us and your Co-operation & never failing support. By Order of the Board For Golden Crest Education & Services Limited