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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

To

The Members,

FGP LIMITED

Your Directors are pleased to present their Sixty-Second Board's Report together with Audited Financial Statements for the financial year ended March 31, 2024.

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 2023-24 at Rs. 92.09 lakhs was higher as compared to Rs. 25.83 lakhs in the previous year, which is attributed to higher other income on account of gain in fair value of investments. Expenses: The total expenses for FY 2023-24 at Rs. 71.19 lakhs were less as compared to expenses of Rs. 87.61 lakhs in the previous year mainly due to decrease in employee benefit and other expenses.

Profit After Tax:

The Company's profit after tax for FY 2023-24 stands at Rs. 26.00 lakhs as compared to a loss of Rs. 80.04 lakhs in previous year. The reason for the same is due to the increase in other income and decrease in employee benefit and other expenses.

3. DIVIDEND:

With a view to conserve resources in the volatile environment and to maintain sufficient funds for investment and working capital requirements, your

Directors consider it prudent not to recommend any dividend for the year under review.

4. TRANSFER TO RESERVES

The Company has not transferred any sum to any Reserves during the financial year ended March 31, 2024.

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. This market is now amongst the most favored when it comes to seeing some really positive growth both in rentals and commercial real estate. After 3 years of being affected by COVID, Tier 2 and Tier 3 cities have arisen as fresh major real estate trends in 2023, and the real estate market has set unprecedented benchmarks which continued its growth momentum from 2021 amid the global slowdown.

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, 2024, 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:

Return on Net Worth for FY 2023-24: 6.19 % Return on Net Worth for FY 2022-23: (19.83) % % Change in Return on Net Worth: 131.23% Return on Net Worth is positive as compared to immediately preceding financial year due to profit.

As compared to previous year, change in Return on Equity Ratio 129.99% was mainly due to increase in income, % change in return on investment is (354.57%) due to redemption of mutual fund in current year and change in Net Profit Ratio 109.11% was on account of increase Net profit 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, 2024 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.

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://www.fgpltd.in/ RelatedPartyTransactionsPolicy.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. 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-7/2023-24.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, 2024, the Company has no outstanding deposits.

13. DIRECTORS 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. Hari Narain Singh Rajpoot (DIN: 00080836), retires by rotation at the ensuing Sixty-Second Annual General Meeting and being eligible has offered himself for re-appointment. Based on the recommendations of Nomination and Remuneration Committee, considering their skills, expertise and experience and the declaration submitted by them and pursuant to applicable provisions, of the Companies Act, 2013 ("the Act") and the Rules made thereunder and relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations') as amended from time to time and the Articles of Association of the Company, the Board of Directors had:

(i) At their meeting held on May 03, 2024, appointed Mr. Paras Mal Rakhecha (DIN: 03287230) as an Additional Director (Non-Executive, Non-Independent) on the Board of Directors of the Company with effect from August 01, 2024, subject to the approval of members.

(ii) At their meeting held on May 03, 2024, appointed Mr. Rohin Feroze Bomanji (DIN: 06971089), Non-Executive, Non-Independent as an Independent Director (Non-Executive) of the Company for a term of 5 (five) consecutive years w.e.f. August 01, 2024, subject to the approval of the members by means of special resolution.

(iii) At their meeting held on July 26, 2024, consideredandrecommendedAppointment of Mr. Sunil Kamlakar Tamhane (DIN: 03179129) as an Independent Director of the Company for a term of 5 (five) consecutive years with effect from September 16, 2024. Mr. Bomanji and Mr. Tamhane, qualify to be Independent Directors pursuant to Section 149 (6) and other applicable provisions of the Act, Rules made thereunder and the Listing Regulations.

Accordingly, necessary resolutions are being proposed by the Board of Directors for members approval at the ensuing AGM.

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:

The details of the Key Managerial Personal are as under:

i. Ms. Sapana Dubey, Chief Financial Officer

ii. During the year under review, Ms. Vandana Joshi resigned as the Company Secretary and Compliance Officer of the Company w.e.f. February 02, 2024. Upon her resignation. Ms. Minal Kothari had been appointed as the Company Secretary and Compliance Officer of the Company effective from May 03, 2024.

iii. Further, Mr. Suman Kumar Mishra had resigned as a Manager of the Company w.e.f. June 30, 2024. Mr. Dilip Mahadik was appointed as the Manager of the Company for a period of 3 (three) years with effective from July 01, 2024, subject to approval of Members of the Company at the Sixty-Second Annual General Meeting.

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.

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 and 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.

The Independent Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses, if any, incurred by them for attending meeting of the Company.

d. Familiarisation Programme 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 programme is also published on the Company's website at https://www.fgpltd.in/ Detailsoffamiliariza tionprogrammesimpartedto independentdirectors.pdf

14. MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met four times during the year ended March 31, 2024. The details of the same are mentioned in the Corporate Governance Report, which forms part of this Report.

15. BOARD COMMITTEES

The Board 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 Boardofitsownperformance,theperformanceofeach 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 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

During the year under review, the Board of Directors had, based on the recommendation of the Nomination and Remuneration Committee adopted revised Nomination and Remuneration Policy in terms of the provisions of Section 178(3) of the Act and SEBI Listing Regulations, dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel etc.

The Policy inter-alia covers the requirements specified under Section 178(3) of the Act comprising of criteria for determining qualifications, positive attributes and independence of a director, etc. The detailed Policy duly modified in terms of the Listing Regulations, is given as Annexure A and is also posted on the Company's website under the link: https://fgpltd.in/ Nomination&RemunerationPolicy.pdf

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, 2024 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:

1. Efforts, in brief, made towards technology absorption during the year under review: NIL

2. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.: Not Applicable

3. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished: Not Applicable

4. Expenditure incurred on Research and Development: NIL

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 appointed as the Statutory Auditors of the Company, at the Fifty-Seventh Annual General meeting (‘AGM) of the Company held on September 25, 2019 for a period of five years from the conclusion of the Fifty-Seventh AGM until the conclusion of the Sixty-Second AGM to be held in the year 2024. Accordingly, the term of M/s. MVK Associates, Chartered Accountants as the Statutory Auditors of the Company ends at the Sixty Second AGM.

As per Section 139(2) of the Companies Act, 2013, M/s MVK Associates, Chartered Accountants are eligible for appointment as Statutory Auditors of the Company for a second term of 5 years.

M/s. MVK Associates, Chartered Accountants have confirmed that they are 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 and Listing Regulations read with relevant Regulations / Notifications / Circulars issued thereunder, to the extent applicable.

Based on the recommendation of the Audit Committee, the Board of Directors recommends the appointment of M/s. MVK Associates, Chartered Accountants (FRN: 120222W) as the Statutory Auditors of the Company for a period of five (5) years from the conclusion of the ensuing Sixty Second AGM till the conclusion of the Sixty-Seventh AGM to be held in the year 2029 to the Members for their approval at a remuneration and terms as per resolution set out in the Notice convening the Sixty-Second AGM of the Company.

Necessary resolution(s) and explanation(s) thereto as required under the Act read with Rules made thereunder and Listing Regulations have been provided in the Sixty-Second AGM notice seeking approval of members on the aforesaid appointment.

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 Internal Audit of the Company for Financial Year 2023-24. Based on the recommendations of the Audit Committee, the Board of Directors have, at their meeting held on May 03, 2024, re-appointed M/s. Vivek M. Tamhane & Co, Chartered Accountants as the Internal Auditors of the Company for FY 2024-25.

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, 2024. 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.

26. EXPLANATION AND COMMENTS ON 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 Secretarial Audit Report.

Further, the 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 1,000 companies as per Market Capitalisation as on March 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 2023-24.

36. SECRETARIAL STANDARDS

The Institute of Company Secretaries of India (‘ICSI') has currently 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.