Your Directors are pleased to present their Sixty-Third
Board's Report together with Audited Financial Statements
for the financial year ended March 31,2025.

1. FINANCIAL HIGHLIGHTS

The summary of financial performance of the
Company for the year under review is as given below:

2. FINANCIAL PERFORMANCE:

Revenue:

The total income for FY 2024-25 at ' 50.70 lakhs was
lower than income of ' 92.09 lakhs for the previous
year. The reason for lower income was lower other
income on account of changes in fair value of
investments.

Expenses:

The total expenses for FY 2024-25 at ' 50.56 lakhs
were less than expenses of ' 71.19 lakhs for the
previous year. The reason for lower expenses were
mainly decrease in employee benefit and legal and
professional fees.

Profit After Tax:

The Company's loss after tax for FY 2024-25 stood at
' 3.28 lakhs as compared to a profit of ' 26.00 lakhs in
the previous year. The reason for the same is primarily
due to decrease in net gain on changes in fair value of
investments.

3. DIVIDEND:

Considering the losses incurred during the year, your
Directors express their inability to recommend any
dividend for the year under review.

4. TRANSFER TO RESERVES

The Company has not transferred any sum to the
reserves during the financial year ended March 31,
2025.

5. MANAGEMENT DISCUSSION AND ANALYSIS

a. Industry Structure and Developments:

India's growth continues to be resilient despite
some signs of moderation in growth. Although
significant challenges remain in the global
environment, India was one of the fastest
growing economies in the world. Indian market
is now amongst the most favored when it
comes to seeing growth, both in rentals and
commercial real estate. After 4 years of being
affected by COVID, Tier 2 and Tier 3 cities
have arisen as fresh major real estate trends
in 2024, and the real estate market has set
unprecedented benchmarks which continued its
growth momentum from 2021 amid the global
slowdown and now command better pricing
power, both in rentals and commercial real
estate.

b. Opportunities and Threats:

As India awaits policy reforms to pick up speed,
your Company firmly believes that the demand
for Real Estate in a country like India should
remain strong in the medium to long term.
The Company's Business Centre though is
strategically located in South Mumbai, there is
a limitation for expansion of the office space by
the corporates in that area and large number
of corporates now prefer to shift their base to
suburbs or other CBD's where there is greater
scope to have a larger area at cheaper rentals.
This trend has adversely impacted the Company's
business in the last several years. Nevertheless,
some of them would prefer to maintain their
establishments in the South Mumbai, which may
prove to be an opportunity to the Company.

Further, the Company is exposed to a number
of risks such as regulatory, counterparty risk, but
it has implemented risk management policies
and guidelines that set out the tolerance for

Company's general risk philosophy. It has
established a framework and process to monitor
the exposures to implement appropriate
measures in a timely and effective manner.

c. Outlook:

Looking at the above-mentioned facts, the
future prospects for the Business Centre activity
remains to be steady but not very promising.

d. Risks and Concerns:

Risk management can be construed as the
identification, assessment, and prioritization of
risks followed by coordinated and economical
application of resources to minimize, monitor,
and control the probability and/or impact of
unfortunate events or to maximize the realization
of opportunities.

The Company has a well-defined risk
management framework in place that functions
through its Audit Committee. The Company
periodically places before the Audit Committee
and the Board of Directors the key risks and
the risk assessment and mitigation procedures
followed by the Company.

e. Internal Control Systems and Adequacy

The Company has established a well-defined
internal control system to monitor the occupancy
rate and operating cost, which are very critical
factors from Company's performance point of
view. Any kind of adverse factors are immediately
reported to Board for their analysis and necessary
action.

f. Financial Performance with respect to
Operational Performance:

The Company has by and large been able to
maintain its operations.

g. Human Resources:

Employee relations continued to remain cordial
during the year under review. As on March 31,
2025, there were two (2) employees who were
the Key Managerial Personnel of the Company.

h. Significant Changes in Key Financial Ratios
(i.e. change of 25% or more as compared to
immediately previous financial year) and Change
in Return on Net Worth as compared to the

immediately previous financial year, along with
a detailed explanation thereof:

1. Return on Net Worth for FY 2024-25: (0.98 %)
Return on Net Worth for FY 2023-24: 7.70 %
% Change in Return on Net Worth: (112.73%)

Return on Net worth has declined primarily
due to a net loss of ' 3.28 lakhs reported in
FY 2024-25, as against a profit of ' 26 lakhs
in the previous year.

2. Net Profit Ratio for FY 2024-25 : (6.46%)

Net Profit Ratio for FY 2023-24 : 28.23%

% Change in Return on Net Profit Ratio:
(122.89%)

The decrease in the Net Profit Ratio is
attributable to a decline in net profit during
the current year as compared to the previous
year.

3. Return on Capital employed for FY 2024-25 :
0.04%

Return on Capital employed for FY 2023-24 :
6.19%

% Change in Return on Capital Employed :
(99.30%)

The decrease in Return on Capital Employed
is primarily due to a reduction in profit as
compared to the previous year.

4. Return on investment for FY 2024-25: 64.36 %
Return on investment for FY 2023-24:(15.27%)
% Change in Return on investments : 521.46%

Return on investment is not comparable
due to redemption & investment of mutual
fund in current year.

Except for these, there is no significant
change (i.e. change of more than 25%) in
any other key financial ratio during the
current financial year as compared to the
immediately preceding financial year.

i. Cautionary statement:

Statements in the Management Discussion and
Analysis describing the Company's objectives,
projections, estimates and expectations may
constitute forward looking statements within
the meaning of applicable laws and regulations.
Actual might differ materially from those either
expressed or implied.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There are no material changes and commitments
affecting the financial position of the Company which
have occurred between the end of the financial year
on March 31, 2025 to which the financial statements
relate and the date of this report.

7. SUBSIDIARY/ JOINT VENTURE/ASSOCIATE
COMPANIES

The Company does not have any subsidiary/joint
venture/associate Company.

There were no companies, which have become
or ceased to be its subsidiaries, joint ventures or
associate companies during the year.

8. RISK MANAGEMENT

As stated above, the Company has laid down a well-
defined risk management mechanism covering the
risk mapping and trend analysis of both business and
non-business risks, risk exposure, potential impact
and risk mitigation process. The Audit Committee
of the Board of Directors is designated to review
and monitor the risks associated with the Company.
Accordingly, it periodically reviews the risks and
suggests steps to be taken to manage/ mitigate the
same through a properly defined framework.

9. RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on Related Party
Transactions for the identification and monitoring of
such transactions. The said Policy on Related Party
Transactions as approved by the Board is uploaded
on the Company's website under link: https://fgpltd.
in/RelatedPartvTransactionsPolicv.pdf

The Company has not entered into any transaction
with related parties during the year under review
which requires reporting in Form AOC-2 in terms of
the Section 134(3) and 188(1) of the Companies Act,
2013 ("the Act") read with Rule 8(1) of the Companies
(Accounts) Rules, 2014. Suitable disclosure as required
by the Indian Accounting Standard (Ind AS 24) has
been made in the notes to the Financial Statements.

Pursuant to proviso (e) of Regulation 23(2) of the
Securities and Exchange Board of India (Listing
Regulations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations), as amended
from time to time, remuneration and sitting fees
paid by the Company to its director, key managerial
personnel or senior management, except who is part

of promoter or promoter group, shall not require
approval of the audit committee provided that the
same is not material as per Regulation 23(1) of the
Listing Regulations. This provision had come into effect
from December 13, 2024. Further as per Regulation
23(8) of the Listing Regulations, all existing material
related party contracts or arrangements entered into
prior to the date of notification of these regulations
and which may continue beyond such date shall be
placed for approval of the shareholders in the first
General Meeting subsequent to notification of these
regulations.

In view of the same, remuneration paid/to be
paid to the Manager, Chief Financial Officer and
Company Secretary, exceeding the threshold limits is
considered as material related party transaction. The
Board of Directors recommend the same for approval
of the members. Necessary resolutions for their
appointment along with requisite details form part of
the Notice of the ensuing AGM of the Company.

There is no relationship between the Directors inter¬
se or with the Key Managerial Personnel (KMP).

None of the Directors or KMP had any pecuniary
relationships or transactions vis-a-vis the Company
except the sitting fees paid to Directors and
remuneration paid to KMPs.

10. ANNUAL RETURN

The Annual Return as required under Section 92
and Section 134 of the Companies Act, 2013 read
with Rule 12 of the Companies (Management
and Administration) Rules, 2014 is available
on the Company's website under the link:
https://fgpltd.in/MGT-7/Form MGT 7.pdf

11. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The Company has neither given any loan nor provided
any guarantee under Section 186 of the Act.

Details of investments made during the year are
stated in the notes to Financial Statements.

12. DEPOSITS

The Company has not accepted any deposits
within the meaning of sub-section (31) of Section
2 and Section 73 of the Act and the rules framed
thereunder. As on March 31, 2025, the Company has
no outstanding deposits.

13. DIRECTOR AND KEY MANAGERIAL PERSONNEL

a. Directors:

In accordance with the provisions of Section
152(6) of the Act and Articles of Association of
the Company, Mr. Paras Mal Rakhecha (DIN:
03287230), retires by rotation at the ensuing
Sixty-Third Annual General Meeting and being
eligible has offered himself for re-appointment.

Mr. Hemendra Chimanlal Dalal and Mr. Prem
Kapil have ceased to be Independent Directors
of the Company with effect from September 29,
2024 as their consecutive two terms of five years
each expired on that date.

In compliance with Section 102(1) of the Act,
Regulation 36(3) of the Listing Regulations
and Secretarial Standard-2 (SS-2) on General
Meetings, necessary details have been annexed
to the Notice of the AGM.

b. Key Managerial Personnel:

Pursuant to Section 203 of the Companies Act,
2013, the Key Managerial Personnel of the
Company as on date are as under:

i. Ms. Sapana Dubey, Chief Financial Officer

ii. Mr. Dilip Mahadik, Manager (appointed
w.e.f. July 01,2024)

iii. Mr. Avi Mundecha was appointed as the
Company Secretary and Compliance Officer
of the Company w.e.f. May 09, 2025.

During the year under review, Ms. Minal
Kothari was appointed as the Company
Secretary and Compliance Officer of the
Company effective from May 03, 2024. She
has resigned w.e.f. February 12, 2025.

c. Independent Directors:

The Company has received the necessary
declaration from each Independent Director in
accordance with Section 149(7) of the Companies
Act, 2013 and other applicable provisions of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing
Regulations") that he/she meets the criteria of
independence as laid down under Section 149(6)
of the Companies Act, 2013 and Regulations
16(1 )(b) and 25(8) of the Listing Regulations.
There has been no change in the circumstances
affecting their status as an Independent Director
during the year under review.

In the opinion of the Board of Directors, the
Independent Directors of the Company possess
requisite qualifications, experience and expertise
and they hold the highest standards of integrity.

The Independent Directors have confirmed that
they have registered and renewed, if applicable,
their names in the data bank maintained with
the Indian Institute of Corporate Affairs ('IICA'). In
terms of Section 150 of the Act read with Rule 6(4)
of the Companies (Appointment & Qualification
of Directors) Rules, 2014, all the Independent
Directors of the Company are exempted
from undertaking the online proficiency self¬
assessment test. The Directors are in compliance
with the provisions of Rule 6 of the Companies
(Appointment and Qualifications of Directors)
Rules, 2014, as amended and applicable.

d. Familiarisation programmes for Independent
Directors

Pursuant to the Code of Conduct for Independent
Directors specified under the Act and Regulation
25(7) of the Listing Regulations, the Company
familiarizes its Independent Directors on their
roles, rights, responsibilities in the Company,
nature of the industry in which the Company
operates and business model of the Company,
etc. The note on this familiarisation programmes
is also published on the Company's website at
https://www.fgpltd.in/Detailsoffamiliarizationpr
ogrammesimpartedtoindependentdirectors.pdf

14. MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met four times during the
year ended March 31, 2025. The details of the same
are mentioned in the Corporate Governance Report,
which forms part of this Report.

15. BOARD COMMITTEES

The Committees comprise of mandatory committees
as per the Act and Listing Regulations viz., Audit
Committee, Nomination and Remuneration
Committee and the Stakeholders Relationship
Committee. Details of composition of these
committees alongwith number of meetings held
during the year and other related details are set out
in the Corporate Governance Report which forms part
of this Report.

There have been no instances where the Board of
Directors has not accepted any recommendations of
any of its committee including the Audit Committee.

16. ANNUAL PERFORMANCE EVALUATION OF BOARD,
ITS COMMITTEES AND DIRECTORS

The Annual Evaluation as required under the Act
and the Listing Regulations has been carried out
by the Board Directors of its own performance, the
performance of each individual Director (including
chairperson of Board) and its Committees. For
this purpose, an Evaluation Questionnaire was
prepared considering the criteria for evaluation
in accordance with the Company's "Nomination
and Remuneration Policy", approved by the Board
Directors of on recommendation of the Nomination
and Remuneration Committee, taking into account
the applicable provisions under the Act and the rules
made thereunder, the Listing Regulations read with
the Circulars issued by SEBI in this regard, which inter-
alia covered various aspects such as participation in
meetings, contribution to strategic decision making,
core governance and compliance, etc. The aforesaid
Evaluation Questionnaire was circulated to all the
Directors and their responses were received in a sealed
envelope addressed to the Chairman of the Board of
Directors and results thereof were then discussed in
the next meeting of the Board of Directors.

17. NOMINATION AND REMUNERATION POLICY

Pursuant to the Act and SEBI Listing Regulations,
the Company has constituted a Nomination and
Remuneration Committee consisting of composition
as defined therein. The terms of reference of
the Committee, inter alia, include dealing with
appointment and remuneration of Directors, Key
Managerial Personnel and Senior Management
Personnel. The Policy inter-alia covers the criteria for
determining qualifications, positive attributes and
independence of a director, etc.

The detailed Policy is given as Annexure Ato this Report
and is also published on the Company's website at:
https://fgpltd.in/Nomination&RemunerationPolicy.
jodf

18. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, your Directors
to the best of their knowledge and belief confirm that:

a. in the preparation of the annual accounts, the
applicable accounting standards have been
followed alongwith proper explanation relating
to material departures, if any;

b. such accounting policies have been selected and
applied consistently and such judgements and
estimates have been made that are reasonable
and prudent to give a true and fair view of the

state of affairs of the Company in the Balance
Sheet as at March 31, 2025 and the Statement of
Profit and Loss of the Company for the financial
year ended on that date;

c. proper and sufficient care has been taken 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;

d. the annual accounts have been prepared on a
going concern basis;

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

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

19. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Audit Committee's terms of reference inter alia
include vigil mechanism, which has been formulated
in terms of Section 177 (10) of the Companies Act,

2013 and in compliance with Chapter II read with
Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Whistle Blower
Policy/ Vigil Mechanism provides for Directors and
employees to report concerns about unethical
behavior, actual or suspected fraud or violation of
Company's Code of Governance and Ethics. The Whistle
Blower Policy is uploaded on the Company's website
www.fgpltd.in.

20. PARTICULARS OF EMPLOYEES

Particulars of employees pursuant to Section 197
of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is attached with this report as
Annexure B.

The particulars of employees in compliance with the
provisions of Section 134 (3) (q) of the Act read with
Rule 5 (2) and 5 (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,

2014 will be provided to the members on request. Any
member desirous of receiving the same may write to
the Company Secretary at the Registered Office of the
Company.

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

The information to be furnished under Section 134(3)
(m) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is furnished below.

Conservation of Energy: The Company is engaged in
the Business Centre activity under which its operations
do not account for substantial energy consumption.
However, the Company has taken all necessary steps
to conserve energy. The management has ensured
that all these measures are complied with.

Technology Absorption: The provisions relating
to technology absorption are not applicable to the
Company.

Foreign exchange Earnings & Outgo: NIL

22. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Act are not
applicable to the Company as the Company does
not fall into the criteria specified in sub-section (1) of
Section 135 of the Act.

23. STATUTORY AUDITORS

M/s. MVK Associates, Chartered Accountants (FRN:
120222W) were re-appointed as Statutory Auditors
of the Company, at the Sixty-Second Annual General
meeting (AGM) of the Company held on September
10, 2024, for a period of five years from the conclusion
of the Sixty-Second AGM until the conclusion of the
Sixty-Seventh AGM to be held in the year 2029.

M/s. MVK Associates, Chartered Accountants have
confirmed that they continue to be eligible to act as
the Statutory Auditors of the Company in compliance
with Section 139 and 141 of the Act read with rules
made there under, the Listing Regulations and RBI
Act, 1934, read with other relevant Regulations /
Notifications / Circulars issued thereunder, to the
extent applicable, for the FY 2025-26.

24. INTERNAL AUDITORS

As per section 138 of the Act, the Board of Directors
had appointed M/s. Vivek M. Tamhane & Co.,
Chartered Accountants, to carry out an Internal Audit
of the Company for Financial Year 2024-25.

Based on the recommendations of the Audit
Committee, the Board of Directors have at their
meeting held on May 09, 2025, re-appointed M/s.
Vivek M. Tamhane & Co, Chartered Accountants as
the Internal Auditors of the Company for FY 2025-26.

25. SECRETARIAL AUDITORS

M/s. Parikh Parekh & Associates, Company Secretaries
were appointed as the Secretarial Auditors for
conducting the Secretarial Audit in accordance with
Section 204 of the Act for the year ended March
31, 2025. The Secretarial Audit Report prepared
in accordance with Section 204(1) of the Act in
prescribed Form MR-3 by M/s. Parikh Parekh &
Associates, Company Secretaries is attached as
Annexure C to this Report.

In accordance with the amended provisions of
Regulation 24A of the Listing Regulations, the Board
of Directors upon recommendation of the Audit
Committee have appointed M/s. Parikh Parekh &
Associates, practicing Company Secretary who have
confirmed their eligibility, as the Secretarial Auditors
of the Company for a term of five consecutive years
commencing from financial year 2025-2026 until
2029-2030 subject to approval of the members at
the ensuing AGM. Necessary resolution(s) for their
appointment alongwith their profile/ other requisite
details are included in the Notice of the ensuing AGM
of the Company.

26. EXPLANATION AND COMMENTS ON THE
AUDITORS' REPORT AND SECRETARIAL AUDIT
REPORT

There are no qualifications, reservations or adverse
remarks made either by the Statutory Auditor in
the Auditors Report or by the Company Secretary in
Practice (Secretarial Auditor) in the Secretarial Audit
Report.

Further, Statutory Auditors have not reported any
instances of fraud to the Central Government and
Audit Committee as per the provisions of Section
143(12) of the Act read with Rule 13 of the Companies
(Audit and Auditors) Rules, 2014.

27. CORPORATE GOVERNANCE

A report on Corporate Governance along with
a certificate from the Auditors of the Company
stipulated pursuant to Regulation 34 of the Listing
Regulations is annexed as Annexure D to this Report.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS

There are no significant and material orders passed
by the Regulators or Courts or Tribunals impacting
the going concern status and company's operations
in future.

The Company had received eviction notices from the
National Insurance Company Limited (NIC), owner of
Commercial Union House, property occupied by the
Company as its registered office. The status of the
matter is dormant since February 2015.

29. DETAILS OF PROCEEDING MADE OR PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016

During the year under review, there were no
proceedings made nor were any pending under the
Insolvency and Bankruptcy Code, 2016.

30. DETAILS OF ONE TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG
WITH THE REASONS THEREOF

Further, the Company had neither borrowed any
amount nor were there any pending loans from any
bank. Therefore, the question of one-time settlement
or valuation in this regard, does not arise.

31. CHANGE IN THE NATURE OF BUSINESS

The Company has been engaged in the business of
providing Business Centre facilities. During the year
under review, there was no change in the nature of
the business.

32. SHARE CAPITAL

During the year under review, there was no change in
the Share capital of the Company.

33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

The Company was not in the Top 1000 companies as
per Market Capitalization as on December 31,2024, at
the Stock Exchange where it is listed i.e, BSE Limited.
Accordingly, the Company is not required to submit
a Business Responsibility and Sustainability Report
(which replaces the earlier requirement of a Business
Responsibility report) in view of Regulation 34 read

with Regulation 3(2) of the SEBI (Listing Obligations
and Disclosures Requirements) Regulations, 2015.

34. COST RECORDS

The Company is not required to maintain cost records
as required pursuant to section 148(1) of the Act.

35. DISCLOSURE UNDER SEXUAL HARASSMENT OF
WOMEN AT THE WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) RULES, 2014

As per section 6 of the Act, those organizations which
have less than ten employees can refer the complaints
to the Local Complaints Committee instead of
constituting Internal Complaints Committee. Since
the Company has less than ten employees, the Internal
Complaints Committee has not been constituted by
the Company.

Further, the Company has not received any complaint
of sexual harassment during the financial year 2024¬
25.

36. SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India ('ICSI')
has mandated compliance with the Secretarial
Standards on board meetings and general meetings.
The Company complies with the applicable Secretarial
Standards issued by ICSI.

37. APPRECIATION

The Board of Directors place on record its appreciation
towards all its employees for their services rendered
and the members for their constant support and for
the faith reposed by them in the Company.

For and on behalf of the Board

Hari Narain Singh Rajpoot
Place: Mumbai Chairman

Date: May 09, 2025 DIN: 00080836