Equity Analysis

Dear Members,

Your Directors' have pleasure in presenting their 32nd Annual Report along with the Audited Financial Statements, for the financial year ended March 31^st, 2024.

The financial performance of the Company for the year ended March 31^st, 2024 is summarized below:

(in Rs. In '000)

Your Company has earned a rise of 21.19 % in Net Profit after tax over the previous financial year.

The Company has not accepted any deposits falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year under review or any preceding financial years.

The Directors did not recommend any dividend for the Financial Year ended 31^st March, 2024.

During the year under review, no transfers were made to General Reserves except Profit for year. However Rs.1,874,603/- transferred to Special Reserve Account as per NBFC Regulations.

During the year under review, your Company was not required to transfer any amount to Investor Education and Protection Fund.

During the year under review, there was no change in the nature of the business of the Company.

Your Company has in place adequate internal financial control and risk mitigation system which are constantly assessed and strengthened. The Internal Auditor periodically reviews the effectiveness of the Internal Financial control. Further, same is reviewed by the Audit committee.

Your Company has no joint ventures, subsidiaries, associates.

Your Company has always considered its workforce as its valuable asset and continues to invest in their excellence and development programs. The Company has taken several initiatives for enhancing employee engagement and satisfaction.

M/s. J K Shah & Co., Chartered Accountants, (FRN: 109606W) who are the Statutory Auditor of the Company; held the office until the conclusion of the 33^rd Annual General Meeting. They retire at the forthcoming 33^rd Annual general Meeting.

M/s CGCA & Associates LLP (FRN: 123393W) are proposed to be appointed as the Statutory Auditors to hold office for 5 consecutive years from the conclusion of 33^rd Annual General Meeting.

The Statements made by the Auditors in their report are self-explanatory and doesn't require any comments by the Board of Directors. The Report does not contain any qualification, reservation or adverse remarks.

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014 and any amendment thereto, Cost Audit is not applicable to the Company.

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules made there under the Company has appointed M/s. Kushla Rawat & Associates, Company Secretary in Practice (C.P. No 12566) to undertake the Secretarial Audit of the Company for the F.Y. 2023-2024.

The Secretarial Audit Report is included as "Annexure A" and forms an integral part of this report. The observation contained in the audit report is self-explanatory and does not call for any further comments.

During the year under review there is no change in the Share Capital of the Company.

During the year under review your Company has not issued:

A) Equity Shares with Differential Rights

B) Sweat Equity Shares

C) Employee Stock Options

Your Company has proposed to Increase the Authorised Capital of the Company from from 12,00,00,000/- (Rupees Twelve Crores only) divided into 12,00,00,000 (Twelve Crore) equity shares of Re. 1/- each to Rs. 36,00,00,000/- (Rupees Thirty Six Crores only) divided into 36,00,00,000 (Thirty Six Crore) Equity Shares of Re. 1/- each.

The details forming the part of the extract of the Annual Return in Form MGT 9, as required under Section 92 of the Companies Act 2013, is available on the website of the Company www.anupamfinserv.com.

The information relating to conservation of energy and technology absorption by the Companies:

i. The steps taken or impact on conservation of energy: As the Company is not engaged in any manufacturing activity the conservation of energy is relatively low.

ii. the steps taken by the company for utilizing alternates source of energy: NIL

iii. the Capital Investment on energy conservation equipment's: NIL

i. the efforts made towards technology absorption: NIL

ii. the benefits derived like product improvement, cost reduction, product development or import substitution: NIL

iii. in case of imported technology (imported during last three years reckoned from beginning of financial year)

(a) Details of technology imported: NIL

(b) Year of Import: NIL

(c) Whether technology has been fully absorbed: NIL

(d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof: NIL

iv. The expenditure incurred on Research and Development: NIL

During the year under review there were no earnings in foreign exchange and there was no foreign exchange out go.

The provisions of the Companies Act, 2013, relating to CSR expenditure are not applicable to the Company.

A) Changes in Directors

During the year under review, there has been no change in the Directors of the Company.

The tenure of Mr. Darshan Jajal (DIN: 02875401), Independent Director expires on 26/08/2024.

B) Changes in Key Managerial Personnel

During the year under review, there has been no change in the KMP of the Company.

C) Declaration by Independent Directors:

The Company has received necessary declaration from the Independent Directors under Section 149(7) of the Companies Act 2013 that they meet the criteria for Independence as laid down under Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

D) Board Evaluation :

Pursuant to the provisions of the Companies Act, 2013, for the purpose of evaluating the performance of the Board as a whole, a structured questionnaire was prepared covering various aspects of the Board's functioning, composition of the Board and its committee, execution and performance of specific duties, obligations and the same was circulated amongst the Board of Directors for their feedback. The Board of Directors expressed their satisfaction with the evaluation process.

Further, in compliance with Regulation 25(4) of SEBI (LODR) Regulations, Independent Directors also evaluated the performance of Non Independent Directors at a separate meeting of the Independent Directors.

During the year Board duly met 4 (Four) Times. The details of the number of meetings of the Board held during the Financial Year 20232024 along with attendance of directors, forms a part of the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and SEBI (LODR) Regulations.

The composition of the Audit Committee and the number of Audit Committee meetings held during the Financial Year 2023-2024 forms a part of the Corporate Governance Report.

The Company has a Vigil Mechanism policy to report genuine concerns or grievances. The details form a part of the Corporate Governance Report.

The company has policies framed for remuneration and appointment of Directors, Key managerial personnel and senior management of the company. The composition of Committee and details of policy forms a part of the Corporate Governance Report.

The Company has not given any guarantee or security in connection with any loan to any other body corporate or person in contravention of section 186 of the Companies Act 2013. Details of Loans and Investments made by the Company as on 31^st March 2024, forms the part of Notes to accounts.

The transactions entered into by the Company with Related Parties are at Arm's Length Price and in ordinary course of business. Particulars of transactions entered into with related party are included as "Annexure B" in form AOC - 2.

The Board Governance, Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), senior management personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013. Pursuant to Section 134(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Company's website www.anupamfinserv.com. We affirm that the remuneration, if any paid to Directors is in accordance with the remuneration policy of the Company.

As per Regulation 27 of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Statutory Auditor's confirming compliances, forms an integral part of this Report.

The Equity Shares of the Company are listed on the nationwide trading terminals of BSE Ltd.

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. The framework helps in identifying risks, exposure and potential impact analysis for the Company level. The details form a part of the Corporate Governance Report.

The information required to be disclosed in the Board's Report pursuant to Section 197 of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as Annexure C.

To the best of 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) read with Section 134(5) of the Companies Act 2013:

1. That in preparation of the Annual Accounts for the year ended 31^st March 2024, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the company for the year ended on that date;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the annual accounts on a going concern basis.

5. That 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;

6. That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, is attached with this report.

During the year under review, no significant and material orders passed by any regulator or court or tribunal, which may impact the going concern status of the Company and its operations in future.

The Company is in compliance with the regulations of the Act. The Company has a Policy in place for the same. No case was filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts maybe forward looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in the statements.

Your Directors confirm that no disclosure or reporting is required in respect of the following items as there was no transaction on these items during the year under review:

1. The Executive and Whole Time Directors of the Company have not received any remuneration or commission from the Company.

2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

3. The Company is in regular compliance of the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

4. In terms of Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016 (IBC), no application is filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT, hence no disclosures regarding the same required by the Board.

5. The company has not failed to complete or implement any corporate action within the specified time limit, hence no disclosures regarding the same required by the Board.

6. No frauds have been reported by auditors hence no disclosures are required under the provisions of Section 143 of the Companies Act 2013 and the rules made thereunder.

Acknowledgements

The Board of Directors of the Company acknowledges the continued the support and co-operation extended by the Statutory Authorities, Government Authorities, Bankers, Stock Exchange, Stake holders and employees of the Company.

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration) Rules, 2014] To,

The Members,

Anupam Finserv Limited

CIN: L74140MH1991PLC061715

Address: 502, Corporate Arena, D.P. Piramal Road,

Goregaon (W), Mumbai - 400104

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Anupam Finserv Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

On the basis of verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2024 complied with the statutory provisions listed hereunder and also that the company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minutes' books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March, 2024 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment.

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not applicable

as there was no reportable event to the Company during the period under review);

d. The Securities and Exchange Board of India (Share Based employees Benefits) Regulations, 2021 (Not applicable as there was no reportable event to the Company during the period under review);

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable as there was no reportable event to the Company during the period under review);

f. The Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015;

g. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the

Companies Act and dealing with client;

h. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable as there was no reportable event to the Company during the period under review)

i. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018. (Not applicable as there was no reportable event to the Company during the period under review)

(vi) The management has identified and confirmed the following laws/acts as specifically applicable to the Company:

1. Reserve Bank of India (RBI) Act, 1934

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards with regard to Meeting of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute

of Company Secretaries of India.

(iii) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Listing Agreements entered into by the Company with BSE Limited.

During the year under review the company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

The compliance by the Company of applicable financial laws like direct and indirect tax laws and maintenance of financial records and books of accounts has not been reviewed in this audit since the same have been subject to review by statutory financial audit and other designated professionals.

> The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors and Woman Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

> Adequate notice is given to all directors to schedule the board meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

> All the decisions of the Board and Committees thereof were carried out with requisite majority.

We further report that based on review of Compliance mechanism established by the Company and on the basis of information or explanations provided by the Company Secretary, we are of the opinion that there are adequate systems and processes in Place in the Company which is commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the company has no specific events / actions having a major bearing on the company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

I. Details of contracts or arrangements or transactions not at arm's length basis

II. Details of material contracts or arrangement or transactions at arm's length basis

1. Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year ended 31^st March, 2024, the percentage increase in remuneration of Director, CEO, CFO and Key Managerial Personnel during the Financial Year ended 31^st March, 2024

2. Statement of particulars under Section 197(2) of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the year ended 31^st March, 2024 (also includes the details of top ten employees of the Company in terms of remuneration drawn):

The disclosures with regards to related party transactions of the Company with its subsidiary forms a part of the notes to financial statements under the head "Note 34 - Related Party Transactions"