The Directors take pleasure in presenting the Thirty - Ninth Annual Report together with the Audited Annual Financial
Statements for the year ended 31^st March, 2025.

1. FINANCIAL RESULTS :

Key highlights of the financial results for The First Custodian Fund (India) Limited for the financial year 2024 - 25 is
tabulated below:

There was no revision in the Financial Statements.

2. HIGHLIGHTS OF PERFORMANCE:

• Total income for the financial year 2024 - 25 was Rs. 304.61 lakhs as against Rs. 281.14 lakhs earned in the previous
financial year 2023 - 24 i.e. increase by 8.34%.

• Total Profit before Tax for the financial year 2024 - 25 was Rs. 219.66 lakhs as against Rs. 196.28 Lakhs earned in
the previous financial year 2023 - 24 i.e. increase by 11.92%.

3. TRANSFER TO RESERVES:

The Board of Directors has not recommended transfer of any amount to reserves.

4. DIVIDEND:

Your Directors are pleased to recommend a final dividend @ 10% i.e. of Re. 1 per equity share of Rs. 10 each for the
financial year ended 31^st March, 2025 subject to the approval of the Members at the 39^th Annual General Meeting. The
total outgo for the current year amounts to Rs. 15 lakhs. (Previous year final dividend @ 10% i.e. Re. 1 per equity share).

5. BUSINESS OPERATIONS:

Your Company is a member of National Stock Exchange (NSE) registered as Stock Broker and carrying on the business
in brokerage in shares. Your Company is an investor in shares and also trades in futures & options. There was no change
in nature of business of your Company, during the year under review.

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

No material changes and commitments which could affect your Company's financial position have occurred between the
end of the financial year of your Company i.e. 31^st March, 2025 and date of this report i.e. 11th August, 2025.

7. SHARE CAPITAL:

The paid up Equity Share Capital as on 31^st March, 2025 was Rs. 1,50,00,000/-. During the year under review, your
Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. There was no
change in your Company's share capital during the year under review. The Promoter and Promoter Group are holding
7,88,571 shares equivalent to 52.57% of the total Issued and Paid-up Share Capital.

8. DIRECTORS:

8.1 Retirement by Rotation:

Pursuant to Section 152 (6) of the Companies Act, 2013 and in terms of the Articles of Association of your Company,
Mr. Surendrakumar Banthia (DIN: 00116969), Director retires by rotation at the forthcoming Annual General Meeting
and being eligible, offers himself for re-appointment.

During the financial year, there are no changes in the composition of the Board of Directors.

Re-appointment of Directors:

• Mr. Manish Banthia (DIN: 00117002) was re-appointed as Whole Time Director and Chief Financial Officer of the
Company for a term of 3 years w.e.f. 1st September, 2025.

• Mr. Giriraj Damani was re-appointed as Managing Director of the Company for a term of 3 years w.e.f. 13th July,
2025.

In terms of Section 196 and 197 read with Schedule V of the Act, the re-appointment of Mr. Manish Banthia as
Whole Time Director and Chief Financial Officer of the Company and Mr. Giriraj Damani as Managing Director has
been proposed for approval of members at item no. 4 and item no. 5 of the Notice of 39th Annual General Meeting,
respectively.

8.2 Key Managerial Personnel:

The following persons have been designated as Key Managerial Personnel of your Company pursuant to Section 2
(51) and Section 203 of the Act, read with Rule 8 (5) (iii) of the Companies (Accounts) Rules, 2014 framed thereunder:

1. Mr. Manish Banthia, Whole - Time Director & Chief Financial Officer

2. Mr. Giriraj Dammani - Managing Director

3. Ms. Sudha Jodhani - Company Secretary and Compliance Officer

None of the Key Managerial Personnel have resigned during the year under review.

None of the Directors have attained the age of 75 years.

8.3 Remuneration Policy:

The Board has in accordance with the provisions of Section 178 (3) of the Companies Act, 2013, formulated the
policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy
relating to remuneration for Directors, Key Managerial Personnel and Senior Management Employees. The same
has been posted on the website of the Company i.e. https://firstcustodianfund.in/financials.php

Disclosure under Part II, Section II, Para B (IV) of Schedule V to Companies Act, 2013:

• All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of
all the directors

The Company does not pay any performance-linked incentives or sign-on amount to Executive and Non¬
Executive Directors. There are no performance linked criteria.

• Service Contract:

Mr. Manish Banthia: Term of 3 years from the date of appointment.

Mr. Giriraj Damani: Term of 3 years from the date of appointment

• Notice Period & Severance Fees: Notice Period is 1 month; The Company does not pay any severance fees to
its Directors.

• The Company has not issued any stock options.

8.4 Meetings of the Board:

During the year your Company has held 4 (Four) Board Meetings which were held on 30^th May, 2024, 14^th August,
2024, 14^th November, 2024 and 24^th January, 2025. The maximum interval between any two meetings has not
exceeded 120 days. As per Section 167 (1) (b), all the directors have attended atleast one Board Meeting held during
the financial year.

9. PARTICULARS OF EMPLOYEES:

During the financial year, there was no employee in receipt of remuneration as prescribed in the Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed Particulars of Employees as
required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached as “Annexure A” and form part of this Report.

10. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your
Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the Annual Financial Statements for the year ended 31^st March, 2025, the applicable
accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently and judgment and estimates have been
made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the
end of the financial year and of the profit and loss of the company for that period;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and
detecting fraud and other irregularities;

d) that the Annual Financial Statements have been prepared on a going concern basis;

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

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

11. INTERNAL CONTROL SYSTEMS:

Your Company maintains an adequate and effective Internal Control System commensurate with its size and complexity.
We believe that these internal control systems provide, among other things, a reasonable assurance that transactions
are executed with Management authorization and that they are recorded in all material respects to permit preparation
of financial statements in conformity with established accounting principles and that the assets of your Company are
adequately safeguarded against significant misuse or loss.

12. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE
COMPANIES:

There are no companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies
during the financial year 2024 - 25.

13. DEPOSITS:

Your Company has not accepted deposit from the public and shareholders falling within the ambit of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing
details of deposits which are not in compliance with the Chapter V of the Act is not applicable. Your Company has also not
accepted any deposit from the Directors of the Company.

14. PARTICULARS OF LOANS. GUARANTEES. INVESTMENTS OR SECURITY:

The details of loans given and investments made covered under the provisions of Section 186 of the Companies Act,
2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to the Financial
Statements. During the financial year, the Company has not given any guarantee or provided any security against loan
given under the provisions of Section 186 of the Companies Act, 2013.

15. RELATED PARTY TRANSACTIONS:

A Related Party Policy has been adopted by the Board of Directors for determining the materiality of transactions with
related parties and dealings with them. The said policy may be referred to, at your Company's official website at the web
link https://firstcustodianfund.in/pdf/shareholder-reports/Policies/Policv%20on%20Material%20RPT.pdf

Further, the members may note that your Company has not entered into the following kinds of related party transactions:

- Contracts / arrangement / transactions which are not at arms' length basis

- Any Material contracts / arrangement / transactions

16. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 of the Companies Act,
2013 is not applicable to your Company.

17. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated
under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is as
under:

A. Conservation of Energy:

The activity of the Company does not require large scale consumption of energy. Hence, the Company has not taken
any energy conservation measures. There are no additional investments and proposals for reduction of consumption
of energy. The Company is using LED Lights at its location to conserve energy.

B. Technology Absorption:

C. Foreign Exchange Earning & Outgo:

18. RISK MANAGEMENT:

Your Company is a member of National Stock Exchange (NSE) registered as Stock Broker and carrying on the business
in brokerage in shares. Your Company is an investor in shares and also trades in futures & options. The inherent risks to
the business of your company are as follows:

a. Monetary Policy of the Country

b. Interest Rate Cycle

c. Fluctuation in crude oil and commodity prices

d. Changes in Government policies

e. Status of Indian & World Economy

The nature of risk is dynamic of business and entrepreneurship. Your Company has not formed Risk Management
Committee since it is not applicable under Regulation 21 of the SEBI (Listing Obligation and Disclosure Requirement)
Regulations, 2015.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. In accordance with
the Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations and pursuant to Section
177 (9) read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 of the Companies Act,
2013, your company has adopted a Whistle Blower Policy. Your Company promotes ethical behaviour in all its
business activities and has put in place a mechanism of reporting illegal or unethical behaviour. As per the Whistle
Blower Policy, the employees are free to report violations of laws, rules, regulations or unethical conduct to their
immediate superior. The confidentiality of those reporting / violations is maintained and they are not subjected to
any discriminatory practice. Details of the Whistle Blower Policy have been disclosed on your Company's website at
https://firstcustodianfund.in/pdf/shareholder-reports/Policies/Whistle%20Blower%20Policy.pdf

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

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status
of your Company and its future operations.

21. AUDITORS

21.1 Statutory Auditors:

The members of the Company at its 36^th Annual General Meeting held on 30^th September, 2022 had approved the
appointment of M/s. Paresh D. Shah & Co., Chartered Accountants as the statutory auditors of the Company for a
term of 5 years. They shall hold the office of statutory auditors from the conclusion of 36^th Annual General Meeting
until the conclusion of the 41^st Annual General Meeting.

In view of the amendment to Section 139 of the Companies Act, 2013, the Company is not required to ratify the
re-appointment of the Statutory Auditor at every Annual General Meeting. Hence, the item of ratification of re¬
appointment of Statutory Auditor is not considered in this Annual General Meeting. In view of the same M/s Paresh

D. Shah & Co., Chartered Accountants will continue to act as Statutory Auditors of the Company for the financial
year 2025 - 26.

22.2 Statutory Auditors’ Observations:

The audit report given by the statutory auditors on the annual financial statements of your Company is part of the
Annual Report. There are no qualification, reservation or adverse remark made by the statutory auditors in their
Audit Report.

21.3 Secretarial Audit:

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board has appointed M/s. P. C. Shah & Co., Practicing Company
Secretaries as Secretarial Auditors for conducting Secretarial Audit of your Company for the financial year ended
31^st March, 2025.

The report of the Secretarial Auditor is attached as “Annexure B”. The Secretarial Audit Report does not contain
any qualification, reservation or adverse remark except provided at point 21.4 below.

21.4 Qualifications in Secretarial Audit Report:

A. Non-Constitution of Audit Committee & Nomination and Remuneration Committee:

As per Section 177 and 178 of the Act, the Company is required to constitute Audit Committee & Nomination
and Remuneration Committee. The Company has not constituted Audit Committee & Nomination and
Remuneration Committee.

B. Approval of Board without seeking recommendation of the Committee:

Any matter pertaining to the terms of reference of Audit Committee as stipulated under Section 177 of the
Companies Act, 2013 and terms of reference of Nomination and Remuneration Committee as stipulated
under Section 178 of the Companies Act, 2013, need to be recommended / approved by the Audit Committee
and Nomination and Remuneration Committee as stated under the respective sections, before the same is
considered by the Board.

As the Company has not constituted Audit Committee and Nomination and Remuneration Committee, its
meetings are not convened. Accordingly, the Board considers the matter pertaining to the terms of reference of
Audit Committee as provided under Section 177 of the Companies Act, 2013 and Nomination and Remuneration
Committee as provided under Section 178 of the Companies Act, 2013 without seeking their recommendation.

With regards to qualification under Para A and Para B, the management of the Company has provided the
following reply:

(i) The Volume and Nature of business is very small. The Company does not have the function of Audit
Committee & Nomination and Remuneration Committee.

C. Non-Appointment of Internal Auditor:

As per Section 138 of the Act, the Company is required to appoint Internal Auditor. The Company has not
appointed Internal Auditor. In this regard the management of the Company has provided the following reply:

(i) The size of operation of the Company is very small, accordingly, it is not viable to appoint Internal Auditor
but the Company has established the internal control system.

D. Separate Meeting of Independent Directors and Performance Evaluation:

As per Section 178 read with Schedule IV of the Companies Act, 2013, the Company is required to convene a
separate meeting of Independent Directors. The Company is also required to conduct performance evaluation
of its Chairman, Committees, Executive and Non Executive Directors including Independent Directors. The
Company has not convened a separate meeting of Independent Directors. The Company has also not conducted
performance evaluation of its Chairman, Board, Committees, Executive and Non Executive Directors including
Independent Directors.

In this regard the management of the Company has provided the following reply:

(i) The Company has not appointed Independent Directors since the volume and nature of business of the
Company is very small.

(ii) Since no independent director appointed in the Company, no performance evaluation was done.

E. Management Discussion and Analysis Report:

As per Regulation 34 (2) (e) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the
annual report shall contain the management discussion and analysis report - either as a part of directors report
or addition thereto. The annual report of the Company for the financial year ended 31^st March, 2024 does not
contain Management Discussion and Analysis either as a part of Board’s Report or otherwise.

In this regard the management of the Company has provided the following reply:

The size of operation of your Company is very small. Hence, your Company has decided not to provide
Management Discussion and Analysis in its annual report for the financial year ended 31^st March, 2024.

F. Composition of Board of Directors:

The present constitution of Board of Directors is represented by 2 Executive Director and 1 Non-Executive
Promoter Director. As per Section 149 of the Companies Act, 2013, the Company is required to appoint
Independent Director and Woman Director. The Company has not appointed Independent Directors and
Woman Director. In this regard the management of the Company has provided the following reply:

(i) The Volume and Nature of business is very small. Therefore, it is not viable to appoint Independent
Directors and Woman Director.

22. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the statutory auditors nor the secretarial auditors have reported to the Board under
Section 143 (12) of the Act, any instances of fraud committed against your Company by its officers or employees, the
details of which would need to be mentioned in this Report.

23. COST RECORDS:

The provisions of Section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014
(hereinafter referred to as 'Rules') in respect of maintenance an audit of cost records are not applicable to Company.

24. COMPLIANCE OF SECRETARIAL STANDARDS:

The Board of Directors affirms that your Company has complied with the applicable Secretarial Standards (SS) issued
by the Institute of Companies Secretaries of India (SS1 and SS2), respectively relating to Meetings of the Board, its
Committees and General Meeting, which have mandatory application during the year under review.

25. ANNUAL RETURN:

Pursuant to sub-section 3 (a) of section 134 and sub-section (3) of section 92 of the Companies Act, 2013 the Annual
Return for the financial year ended 31st March, 2025 in Form MGT 7 is available on the Company's website at https://
firstcustodianfund.in/financials.php.

26. GREEN INITIATIVES

The Ministry of Corporate Affairs vide its circular no. 17 / 2020 dated 13^th April, 2020, circular no. 20 / 2020 dated 5^th
May, 2020 and circular No. 09/2024 dated 19^th September, 2024 and SEBI vide its circular no. SEBI/HO/CFD/CMD1/
CIR/P/2020/79 dated 12^th May, 2020 and no. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 3^rd October, 2024 has
dispensed with the requirement of sending hard copy of full annual report to the shareholders.

Electronic copies of the annual report for the financial year 2024 - 25 and notice of the 39^th Annual General Meeting
(AGM) are sent to all members whose email addresses are registered with your Company / Depository Participant(s).
Members who have not registered their email address can do so by following the steps as mentioned in the notes of
notice of 38^th Annual General Meeting. Alternatively, if they need the soft copy of the annual report, they are requested to
download the same from the website of the Company i.e. www.firstcustodianfund.in or from the website of BSE Limited
i.e. www.bseindia.com or write to the Company at g damani@.rediffmail.com or sudha iodhani@.vahoo.in.

Your Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions
set forth in the Notice. This is pursuant to the Section 108 of the Companies Act, 2013 and Rule 20 of the Companies
(Management and Administration) Amendment Rules, 2015.

27. MANAGEMENT DISCUSSION AND ANALYSIS:

Your Company is an investor in shares and also trades in futures & options. The size of operation of your Company is very
small. Hence, your Company has decided not to provide Management Discussion and Analysis Report for the financial
year ended 31^st March, 2025.

28. CORPORATE GOVERNANCE:

As per Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the provisions of Corporate Governance are non¬
mandatory to the following class of Companies:

a. Companies having paid-up equity share capital not exceeding Rs. 10 crores and net worth not exceeding Rs. 25
crores, as on the last day of the previous financial year;

Provided that where the provisions of Regulation 27 becomes applicable to a company at a later date, such company
shall comply with the requirements of Regulation 27 within six months from the date on which the provisions became
applicable to the company.

b. Companies whose equity share capital is listed exclusively on the SME and SME-ITP Platforms.

The paid-up share capital of your Company is Rs. 1.50 Crores as on 31^st March, 2024. The networth of your Company
is Rs. 13.91 crores. Accordingly, the paid-up capital and net worth is below the prescribed limit for mandatory
applicability of Corporate Governance clause as per Regulation 15(2)(a) of the SEBI (LODR) Regulations, 2015.
Your Company has decided not to opt for compliance of Regulation 27 for the time being.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

Your Company firmly believes in providing a safe, supportive and friendly workplace environment - a workplace where our
values come to life through the supporting behaviours. Positive workplace environment and a great employee experience
are integral part of our culture. Your Company believes in providing and ensuring a workplace free from discrimination and
harassment based on gender.

Your Company educates its employees as to what may constitute sexual harassment and in the event of any occurrence
of an incident constituting sexual harassment, your Company provides the mechanism to seek recourse and redressal to
the concerned individual subjected to sexual harassment.

Your Company has a Sexual Harassment Prevention and Grievance Handling Policy in place to provide clarity around
the process to raise such a grievance and how the grievance will be investigated and resolved. An Internal Complaints
Committee has been constituted in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

The status of no. of complaints of sexual harassment are shown below:

30. COMPLIANCE OF MATERNITY BENEFIT ACT. 1961:

During the financial year 2024 - 25, the Company has complied with respect to the compliance of the provisions relating
to the Maternity Benefit Act, 1961.

31. AGREEMENTS BINDING LISTED ENTITIES:

Pursuant to Regulation 30A of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, during the
financial year, no agreement has been entered or executed by the shareholders, promoters, promoter group entities,
related parties, directors, key managerial personnel and employees of the Company or its subsidiaries among themselves
or with the Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose
and effect is to, impact the management or control of the Company or impose any restriction or create any liability upon
the Company.

32. INSOLVENCY AND BANKRUPTCY CODE:

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

33. ONE TIME SETTLEMENT WITH BANKS:

The Company has not made any settlement with banks or financial institutions.

34. LISTING WITH STOCK EXCHANGE:

Your Company is listed with BSE Limited and your Company has duly paid the listing fees to the Exchange.

35. ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the
continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of your
Company viz. customers, members, banks and other business partners for the excellent support received from them
during the year. The Directors place on record their sincere appreciation to all employees of your Company for their
unstinted commitment and continued contribution to your Company.

36. CAUTIONARY STATEMENT:

Statements in the Board's Report describing your Company's objectives, expectations or forecasts may be forward¬
looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those
expressed in the statement.

For and on behalf of the Board of Directors
For The First Custodian Fund (India) Limited
Manish Banthia Giriraj Dammam

Whole - Time Director and Managing Director

Chief Financial Officer DIN: 00333241

DIN:00117002

Place: Mumbai
Date: 11th August. 2025