Equity Analysis

DIRECTORS REPORT

To,

The Member(s) of

F MEC INTERNATIONAL FINANCIAL SERVICES LIMITED

Your Directors have pleasure in presenting the 31st Annual Report together with the audited financial statement of the Company for the year ended on 31st March 2024.

F MEC INTERNATIONAL FINANCIAL SERVICES LIMITED (CIN: L65100DL1993PLC053936) is a BSE Listed Company (Scrip Code: 539552) having Registered Office at 908, 9th Floor Mercantile House, 15 K.G. Marg, Delhi-110001 working as a Non-Banking Finance Company. The Company has obtained registration as a NonBanking Financial Company ("NBFC") from Reserve Bank of India and is bearing Registration Number- B-14.01129 dated 11th September, 1998.

The performance highlights and summarized financial results of the Company are given below:

PERFORMANCE HIGHLIGHTS

o The income for the FY 2023-2024 increased by 256.90% to Rs. 373.39 Lakhs as compared to Rs. 104.62 Lakhs in FY 2022-2023.

o The Profit before Tax for the FY 2023-2024 increased by 212.74% to Rs 103.77 Lakhs as compared to Rs 33.18 Lakhs in FY 2022-2023.

o The Profit after Tax for the FY 2023-2024 increased by 215.70% to Rs. 77.60 Lakhs as compared to Rs. 24.58 Lakhs in FY 2022-2023.

o The Earning per Share (EPS) of the Company for the FY 2023-2024 also witnessed an increase of 42.58% to Rs 1.1301 per share as compared to Rs 0.7926 per share in FY 2022-2023.

FINANCIAL RESULTS

Your company has managed to book good amount of profits during the period under review as compare to the previous year and your management is optimistic to back on track in near future and register good volumes with profitability.

The Financial Results of the Company for the year ended 31st March, 2024 are as follows:-

Your Company has ^prepared the Financial Statements for the Financial Year ended March 31, 2024 under Section 133 of the Companies Act, 2013 and in accordance with Division III of the Schedule III of the Companies Act, 2013 and has recast the Financial Statements relating to the previous Financial Year ended March 31, 2023 in order to make the comparable.

SHARE CAPITAL

As on 31st March, 2023, to augment the long term financial resources of the company the Authorized Share Capital of the Company was increased from Rs. 3,50,00,000 (Rupees Three Crore Fifty Lacs Only) comprising of 35,00,000 Equity Shares of Face value of Rs. 10/- each to ''Rs. 10,00,00,000 (Rupees Ten Crore Only) comprising of 1,00,00,000 Equity Shares of face value of Rs. 10/- each and Paid- Up Equity Share Capital of the Company as on 31st March, 2023 was Rs. 3,10,07,000 (Rupees Three Crore Ten Lacs and Seven Thousand Only) comprising of 31,00,700 Equity Shares of face value of Rs. 10/- each.

The Board of Directors at its meeting held on 7th August, 2023 has approved the allotment of 57,91,068 Equity Shares of Face value of Rs. 10/- each at a premium of Rs. 2/- each to Promoter and Non Promoter Shareholders on Preferential Allotment Basis. A fresh approval was accorded from the date shareholders in the EGM Dated 18.11.2023 for allotment of 5791068 equity shares having face value of INR 10/- at a premium of Rs 13.50. The Paid Up Share Capital of the Company has been increased to Rs. 88,91,7680 comprising of 88,91,768 Equity Shares of face value of Rs. 10/- each w.e.f. 7th August, 2023

a. Buy Back of Securities

The Company has not bought back any of its securities during the year under review as per the provisions of Section 68 of the Companies Act, 2013 read with the Rule 17 of the Companies (Share Capital and Debenture) Rules, 2014.

b. Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review as per the provisions of Section 54 of the Companies Act, 2013 read with Rule 8 of the Companies (Share Capital and Debenture) Rules, 2014.

c. Bonus Shares

No Bonus Shares were issued during the year under review as per the provisions of Section 63 of the Companies Act, 2013 read with Rule 14 of the Companies (Share Capital and Debenture) Rules, 2014.

d. Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees pursuant to Section 62(1)(b) of the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debenture) Rules, 2014.

e. Shares With Differential Rights

The Company has not issue any Equity shares with Differential Rights pursuant to the provisions of Rule 4 of the Companies (Share Capital and Debenture) Rules, 2014.

Under section 45-IC (l) of Reserve Bank of India ('RBI') Act, 1934, non-banking financial companies ('NBFCs') are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Accordingly, the Company has transferred a sum of Rs. 15.52 Lakhs to its reserve fund specifically made for the purpose named "Special Reserve as per RBI Act" from the Profit earned by the Company during the year.

Also, the company has pursuant to Notification of Reserve Bank of India dated January 17, 2011 vide Notification No. DNBS.PD.CC. No. 207/03.02.002/2010-11 for making the "Provision of 0.25% for Standard Assets of NBFCs", the Company has transferred a sum of Rs. 2.18 Lakhs i.e., 0.25% on the Standard Assets of the Company under the Other Non-Financial Liabilities named "Provision for Bad and Doubtful Debts".

Further the company is complying with all the Reserve Bank of India guidelines as issued from time to time related to provisioning and reserves.

DIVIDENDS

Considering the present conditions of business and growth stage of Company and plans for business expansion, the Board of Directors of the Company has decided not to recommend any dividend for the Financial Year 2023-24.

The Management being optimistic about the return from business activities has proposed to plough back divisible profit into the main activities of the Company.

DEPOSITS

Every Non- Banking Finance Company registered with the Reserve Bank of India has to comply with all the terms and conditions as stipulated by the Certificate of Registration with RBI.

F-Mec International Financial Services Limited has been registered as a Non-Banking Finance Company- Not accepting deposits. Hence, pursuant to Section 45- IA of the Reserve Bank of India Act 1934, the Company cannot accept deposits from public, in compliance of which the Company has not accepted any Deposits during the period under review.

Further, the Directors of the Company assured to carry on the practice of not accepting the same in order to comply with RBI norms and guidelines in the coming year and the same has been proposed and passed in the meeting of Board of Directors dated 29th May, 2023.

RBI GUIDELINES

The Company continues to comply with all the applicable regulations prescribed by the Reserve Bank of India ("RBI"), from time to time.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The Board of Directors at its meeting held on 7th August, 2023 had approved the allotment of 57,91,068 Equity Shares of Face value of Rs. 10/- each at a premium of Rs. 2/- each to Promoter and Non Promoter Shareholders on Preferential Allotment Basis. Hence, w.e.f. 7th August, 2023 the Paid Up Share Capital of the Company has been increased to Rs. 8,89,17,680 comprising of 88,91,768 Equity Shares of face value of Rs. 10/- each.

EXTRACT OF ANNUAL RETURN

The Annual Return pursuant to the provisions of Section 134(3)(a) and Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 of your Company for the financial year under review which will be filed with the Registrar of companies/ MCA shall be hosted on your company's website and can be accessed at the following link: https:// fmecinternational.com/investor.html > Financial Reports > Annual Returns.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis of the financial conditions, future outlook and results of the operations of the Company for the year under the review, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015 is given under separate section of this Annual Report and forms part of this Annual Report, as an "Annexure-I".

CORPORATE GOVERNANCE REPORT

The Company believes in adhering to the best corporate governance practices and its philosophy emphasizes on fair and transparent governance and disclosure practices which helps your Company to follow the path of its vision and mission.

As per the provisions of Regulation 15(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015, provision of Regulation 27 and paras C, D and E of Schedule V of SEBI regulations shall not applicable to the Company as the paid up equity share capital of the Company and Net worth of the Company is not exceeding Rs. 10 Crore and Rs. 25 Crore respectively, as on the last day of the previous financial year. As a good corporate practice and for more transparency, the Company has provided the information in Corporate Governance Report on a suo-moto basis under the provisions of paras C, D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015.

A detailed report on Corporate Governance pursuant to Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms part of the Annual Report as "Annexure-II".

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section 186(11) of the Companies Act, 2013 ("the Act"), the Company, being a NBFC registered with the RBI and engaged in the business of giving loans in ordinary course of its business, is exempt from complying with the provisions of Section 186(4) of the Act with respect to loans and guarantees.

Accordingly, the disclosures of the loans given as required under the aforesaid section have not been made in this Report. However, the particulars of loans and investments are provided in Note No. 6 to Financial Statements.

Particulars of Loan, Guarantee and Investment are given in "Annexure-III".

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In terms of provisions of Section 177 of the Companies Act, 2013 and rules framed thereunder read with Regulation 22 of the Listing Regulations, your Company has a vigil mechanism in place for the Directors and Employees of the Company through which genuine concerns regarding various issues relating to inappropriate functioning of the organization can be communicated. For this reason, your Board has formulated a Whistle Blower Policy and uploaded on the website of the Company at https://fmecinternational.com/investor.html

Protected disclosures can be made by a whistle blower through an e-mail or dedicated telephone line or a letter to the Task Force or to the Chairperson of the Audit Committee i.e. Mr. Kabeer Chaudhary either personally or through e-mail at fmecinternational@gmail.com or call at 011-49954225.

During the year under review, there has been no incidence reported which requires action by the Board or Committee.

A. DIRECTORS

The Company's Board of Directors comprises of Four Directors comprising of one Executive Director and Three Non-Executive Directors, two of which are Independent Directors.

Following changes took place in the composition of Board of Directors:

During the financial year under review, Mr. Kabeer Chaudhary (DIN: 03142141) was appointed as an Additional Non-Executive Independent Director of the company in the board meeting held on 5th September 2023, who has given his consent for appointment and has also submitted a declaration that he meets the criteria for independence under Section 149 of the Act and was regularized by the members in Annual General Meeting held on 30th September, 2023.

Further, Mr. Awanish Srivastava (DIN: 07810744) who was appointed as a Non- Executive Independent Director on the Board of the Company in the Year 2018. However, due to his personal reasons he tendered his Resignation from the office of the Director of the Company w.e.f 5th September, 2023.

The latest Composition of Directors as on the date of report is set out in table below:

B. KEY MANAGERIAL PERSONNEL OF THE COMPANY

As per the requirement under the provisions of Section 203 of the Act, the Board of your company consisted of the following Key Managerial Personnel (KMPs) during the reporting year and thereafter up-to the Board Report

a) Ms. Mahima Jain (PAN - APJPJ2796N) - Chief Financial Officer (CFO)

b) Ms. Ronika Dhall (PAN- BYIPB5835K) - Company Secretary & Compliance Officer

During the year under review, there were the following changes in the Key Managerial Personnel (KMP) of the Company

• Mr. Arun Kumar Sharma (ACS-39328) held the position of the Company Secretary-cum-compliance Officer of the company w.e.f. 6th May, 2023.

• vis. Arun Kumar Sharma (ACS-39328) resigned as the Company Secretary and Compliance Officer of the Company w.e.f. 25th August, 2023.

• Mr. Apoorve Bansal, Managing Director (DIN: 08052540) of the company acted as the Compliance officer of the company during such casual vacancy.

• Ms Shivatanu Sutradhar (ACS-30097) was appointed as the Company Secretary-cum-compliance Officer of the company on 9th November, 2023.

• Ms Shivatanu Sutradhar (ACS-30097) resigned as the Company Secretary and Compliance Officer of the Company w.e.f. 31st March, 2024 and Ms Ronika Dhall (ACS-39463) was appointed in her place, with effect from 1st May, 2024.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given a declaration under Section 149(7) of the Act confirming that they fulfil the criteria of independence as provided under section 149(6) of the Act and Regulations 16(1)(b) & 25 of Listing Regulations and that they have adhered and have complied with the Code of Conduct for Independent Directors as prescribed in Schedule IV of the Act and Code of Conduct of the company.

Further, all the independent directors of the company have also given the requisite declaration stating that they have complied with Rule 6 (1) & (2) of the Companies (Appointment & Qualification of Directors) Rules, 2014 regarding registration of their names in the Databank of Independent Directors maintained with Indian Institute of Corporate Affairs (IICA) as per MCA Notification No. G.S.R. 804 (e) dated 22nd October 2019.

In the opinion of the Board all Independent Directors possess strong sense of integrity and having requisite experience (including proficiency), qualification, skills and expertise as well as independent of the management.

None of the Directors disqualifies for appointment under Section 164 of the Companies Act, 2013.

BOARD DIVERSITY, THEIR APPOINTMENT AND REMUNERATION

The Company's Board of Directors constitute of Four Directors comprising of one Executive Director and Three Non-Executive Directors, two of which are Independent Directors. Appointment of Independent Directors of the Company shall be governed by the Terms & Conditions of Appointment of Independent Director and Appointment of Non Independent Directors of the Company shall be governed by the Policy of Nomination and Remuneration of the Company. The detailed policy on appointment of Directors is available on the Company's website at https://fmecinternational.com /investor.html.

THE COMPANY

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Director(s) of the Company has drawn remuneration during the year under review which is in compliance of the applicable provisions of Companies Act, 2013 and no employee(s) of the Company has drawn remuneration in excess of the limits set out in the said rules.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

INVESTOR RELATIONS

Your Company has been continuously interacting and endeavours to further improve its engagement with investors/analysts through participation either in-person meetings or through use of technology i.e. telephone meetings.

SECRETARIAL STANDARDS

Pursuant to Section 118(10) of the Companies Act, 2013, the Board of Directors of the have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively, have been duly complied by your Company.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

As on 31st March, 2024 the Company neither has any Associate, Subsidiary Company nor any Joint Venture Company.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, Consolidated Financial Statements of the Company not required to be annexed to the Annual Report to reflect the Performance and Financial Position of the Subsidiary/Associate.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions of Section 135 of the Companies Act, 2013 and applicable rules are not applicable to the Company during the year under review.

DISCLSOURE REGARDING MAINTENANCE OF COST RECORDS

Since the Company is engaged in the business of Non- Banking Financial Company, therefore the provisions of Section 148 of the Companies Act, 2013 regarding maintenance of Cost Records and Cost Audit is not applicable to the Company as required to be disclosed under Clause (ix) of sub-rule 5 of Rule 8 of the Companies (Accounts) Rules, 2014 (inserted by MCA Notification dated 31.07.2018).

MEETINGS

The calendar of the Board/ Committee Meetings and the Annual General Meeting is circulated to the Directors in advance to enable them to plan their schedule for effective participation at the respective meetings. At times certain decisions are taken by the Board/ Committee through circular resolutions. All the decisions and urgent matters approved by way of circular resolutions are placed and noted at the subsequent Board/ Committee Meeting.

A. BOARD MEETINGS

As per Section 173(1) of the Companies Act, 2013 and applicable rules the Board meets at least once a quarter to review the quarterly results and other items of the Agenda. During the financial year ended on March 31, 2024, Six (6) Board Meetings were held and the gap between the two consecutive meetings was within the statutory limit. Details of the Board meetings are given in the Corporate Governance Report annexed herewith for the financial year ended March 31, 2024.

I. AUDIT COMMITTEE

The Board of Directors of your Company has a duly constituted Audit Committee in terms of the provisions of Section 177 of the Companies Act, 2013 read with rules framed thereunder and Regulation 18 of the Listing Regulations. The terms of reference of the Audit Committee has been approved by the Board of Directors.

The Audit Committee met four (4) times during the financial year. The composition of the Audit Committee, number of meetings held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report. Recommendations made by the Audit Committee are generally accepted by your Board.

I. STAKEHOLDER'S RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (LODR) Regulations, 2015.

The Stakeholders' Relationship Committee met four (4) times during the financial year. The details about the composition of the said committee of the Board of Directors along with attendance thereof have been provided in the Corporate Governance Report which forms part of this Report.

II. NOMINATION & REMUNERATION COMMITTEE

In terms of section 178 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 19 of the Listing Regulations, your Company has in place duly constituted Nomination and Remuneration Committee of the Board of Directors.

The Nomination & Remuneration Committee met Two (2) times during the financial year. The details of the composition of the committee along with other details are available in the Corporate Governance Report which forms part of this Report.

A. EXTRA-ORDINARY GENERAL MEETING

The Extra-ordinary meeting(EGM) was duly held on 18th November, 2023 at IInd Floor, Central Bank Building, 13-B, Netaji Subhash Marg, Daryaganj, Delhi-110002 to consider and re-approve the issue of Equity Shares on Preferential basis.

Details of the EGM are given in the Corporate Governance Report annexed herewith for the financial year ended March 31, 2024.

M/s San jay K Singhal & Co., Chartered Accountants, Auditors of the Company were reappointed as Statutory Auditors in the Annual General Meeting held on 23rd December, 2020 for a period of five consecutive years to hold office up to the conclusion of the Annual General Meeting to be held in the year 2025.

However, the requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General meeting as required pursuant to the provisions of Section 139(1) of the Companies Act, 2013 is done away with vide Notification dated 7th May, 2018 issued by the Ministry of Corporate Affairs (MCA), New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors in the ensuing Annual General Meeting of the Company.

The Report given by the Auditors on the Financial Statements of the Company for the Financial Year 2023-24 is a part of the Annual Report.

The Report is unmodified and does not contain any qualification, reservation, adverse remark or disclaimer.

M/s A.K. Verma & Co, Practicing Company Secretaries (Registration No./ Unique Code- P1997DE091500) was appointed to conduct the Secretarial Audit of the Company for the Financial Year 2023-2024, as required under Section 204 of the Companies Act, 2013 and rules framed there under.

The Secretarial Audit Report for the Financial Year 2023-2024 forms part of the Annual Report as "Annexure-IV" to the Board's report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board has re-appointed M/s A.K. Verma & Co, Practicing Company Secretaries, as the Secretarial Auditor of the Company for the Financial Year 2024-2025 after obtaining their consent to act in such capacity.

M/s. Rajeev Shankar & Co., Chartered Accountants (FRN: 014006N) were appointed to conduct the Internal Audit of the Company for the Financial Year 2023-2024, as required under Section 138 of the Companies Act, 2013 and rules framed there under.

The scope, functioning, periodicity and methodology for conducting the Internal Audit of the Company is formulated by the Audit Committee of the Company, in consultation with the Internal Auditors.

The Board proposes to re-appoint M/s. Rajeev Shankar & Co., Chartered Accountants (FRN: 014006N) as Internal Auditor of the Company for the Financial Year 2024-2025 after obtaining their consent to act in such capacity.

• Statutory Auditor

There is no qualification, reservation or adverse remark made by the Statutory Auditors in their Auditor's Report to the Financial Statements

• Secretarial Auditor

There is no qualification, reservation or adverse remark made by the Statutory Auditors in their Auditor's Report to the Financial Statements.

9 Internal Auditor

There is no qualification, reservation or adverse remark made by the Statutory Auditors in their Auditor's Report to the Financial Statements

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors has not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which need to be mentioned in this Report.

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

The Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

Periodical reviews are carried out by the Internal Auditors and are subject to assessment and trial to provide reasonable assurance as to reliable information & compliance.

ANNUAL BOARD EVALUATION AND FAMILIARISATION PROGRAMME FOR BOARD MEMBERS

A note on familiarization program adopted by the Company for orientation and training of its Directors and Board Evaluation Process undertaken in compliance with the provisions of the Companies Act, 2013 and the same forms part of the Corporate Governance, which forms part of this Report.

The Report generated after evaluation of the Board will be considered by the Board for the purpose of optimizing their effectiveness.

A note indicating the policy of Annual Evaluation of the entire Board of Directors and the Independent Directors forms part of this Report and has been attached as "Annexure-V".

RISK MANAGEMENT

The Board of Directors developed and implemented an appropriate risk management policy which is entrusted with the responsibility to assist the Board in overseeing and approving the Company's enterprise-wide risk management framework and overseeing all the risks that the organization faces, identifying the element of risk which, in the opinion of the Board may threaten the existence of the company and safeguarding the company against those risks.

Internal financial control system and timely review of external, operational and other risks enables the Board of your company towards identification and mitigation of the risks. The Company's approach to mitigate business risks is through periodic review and reporting mechanism to the Audit Committee and the Board and thereby maximizing returns and minimizing risks.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Board has made a Committee of Board presided by Ms. Renuka Chouhan, Director of the Company for the purpose of prevention of Sexual Harassment of Women at workplace. Every individual has right to treat his/her colleagues with respect and dignity. This is enshrined in values and in the code of Ethics & Conduct of the Company.

The Company has in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 made various provisions to safeguard the interest of the female employees (whether permanent, contractual, temporary and trainees) under this policy. The policy governs the misconduct with respect to discrimination or sexual harassment.

Further, the Company has complied with the provisions regarding the constitution of Internal Complaints Committee under the Sexual Harassment of Women as Workplace (Prevention, Prohibition and Redressal) Act, 2013 as required to be disclosed under Clause (x) of sub-rule 5 of Rule 8 of the Companies (Accounts) Rules, 2014 (inserted by MCA Notification dated 31.07.2018;.

The following is a summary of sexual harassment complaints received and disposed off during the Financial Year ended March 31, 2024:

• No. of complaints received: NIL

• No. of complaints disposed off : Not Applicable

PARTICULARS OF RELATED PARTY TRANSACTION

There were no contracts or arrangements entered into by the Company in accordance with provisions of section 188 of the Companies Act, 2013. Further, all The Related Party Transactions in terms of the Provisions of Companies Act 2013 were entered in the ordinary course of business during the Financial Year 2023-2024 and were also at arm's length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other Designated Person which may have a potential conflict with the interest of Company at large.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors of the Company hereby state that:

i. In the preparation of the annual accounts for the year ended 31st March 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures.

i. The Directors had 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 and of the Profit and Loss of the Company for that period.

ii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iii. The Directors had prepared the annual accounts on a Going Concern Basis.

iv. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

v. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and such system were adequate and operating effectively

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no application made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

Company is engaged in the business of non-banking finance company and haven't availed any such loan; hence, this clause is not applicable.

ACKNOWLEDGEMENT

Your Board is grateful for the unstinted support and trust reposed by our shareholders and places on record its deep appreciation of the Independent Directors and the Non-Executive Directors of your Company for their immense contribution by way of strategic guidance, sharing of knowledge, experience and wisdom, which help your Company take right decisions in achieving its business goals.

Your Board appreciates the relentless efforts of the employees and staff including the Management Team headed by the Managing Director, who always leads from the front in achieving a very commendable business performance year-on-year despite a challenging business environment.

The Board expresses their gratitude to its all stakeholder's i.e members, customers,

Government agencies and their departments, Bankers of the Company for their continued support and faith. The Director places on record their sincere appreciation to all the employees of the company for their contribution in the growth of the company.