Equity Analysis

To the Members of

The Directors of your Company are pleased to present the Eighteenth Annual Report of the Company along with the Audited Standalone & Consolidated Financial Statements for the Financial Year ended March 31,2024.

A. K. Capital Finance Limited (hereinafter referred to as (“Company”) was incorporated on February 3, 2006. It is a Subsidiary of A. K. Capital Services Limited; one of the leading SEBI registered Category -I Merchant Banker.

The Company is registered with Reserve Bank of India (“RBI”) as Systemically Important Non-Deposit Accepting (“ND-SI”) Middle Layer Non-Banking Financial Company and categorised as Investment and Credit Company (“NBFC-ICC”). The Company is engaged in the business of investment and lending activities. The Company primarily operates in a hybrid business model, under which the revenue streams comprises of a regular and stable interest income from its loan book, fees income and treasury income from its investment & treasury book. The lending book of the Company comprises term loans and instruments including non-convertible debentures, market-linked debentures given/ issued to companies in the banking and financial services segment, including nonbanking financial companies that are typically rated investment grade and above. The treasury book includes G-Sec plus highly rated papers that are more liquid and have relatively lower risk. The Company is amongst one of the few NBFCs having CBLO (Collateralized Borrowing and Lending Obligation) membership given by the Clearing Corporation of India Limited (CCIL), which enables the Company to access fund on tap against pledge of SLR securities like G-Secs at very competitive cost. The Company has a strong risk management policies and credit appraisal system in place, which has helped it to maintain a good asset quality over the years and the same is reflected by the fact that there are Nil Non-Performing Assets as on March 31,2024.

Further, the Net Worth of the Company as on March 31,2024 is around INR 77,011.40 lakhs.

The Company's financial performance for the Financial Year ended March 31,2024 on a Standalone basis as compared to the previous ^{Financial Year is summarized below:}

(INr in Lakh except EPS)

The revenues from operations for the Financial Year 2023-24 were INR 31,012.98 Lakhs as compared to INR 24,988.74 Lakhs during Financial Year 2022-23. The profit after tax for the Financial Year 2023-24 was INR 6,307.41 Lakhs as compared to INR 6,071.05 Lakhs during Financial Year 2022-23.

During the year under review, the Company had a wholly owned subsidiary, Family Home Finance Private Limited (“FHFPL”). The financial performance on consolidated basis for the Financial Year ended March 31,2024 is summarized below:

(INR in Lakh except EPS)

During Financial Year 2023-24, the Board of Directors in its meeting held on December 18, 2023 declared interim dividend at the rate of 12% on 65,00,000 Compulsorily Convertible Preference Shares (“CCPS”) of face value INR 100/- each for the period April 01, 2023 to September 30, 2023 i.e. up to 183 days, amounting to INR 3,91,06,850/- (Indian Rupees Three Crores Ninety One Lakh Six Thousand Eight Hundred and Fifty Only).

The Board has recommended a final dividend at the rate of 12% on 65,00,000 CCPS of INR 100/- each for a period of 183 days from October 01,2023 to March 31,2024 amounting to INR 3,88,93,150/- (Indian Rupees Three Crore Eighty Eight Lakhs Ninety Three Thousand One Hundred and Fifty Only). The payment of the final dividend is subject to declaration by the members at the ensuing Annual General Meeting (AGM).

RBI vide its circular dated June 24, 2021 has laid down framework for declaration of dividend by NBFCs. The Board of Directors after taking into account various aspects including provisions specified in RBI circular, terms of CCPS, taking into account the principles and criteria set out in the Company's dividend distribution policy, has recommended dividend on CCPS.

Pursuant to the provisions of Section 134(3)(a) and Section 92(3), Annual Return of the Company in the prescribed e-Form MGT-7 shall be made available on the website of the Company at www.akgroup.co.in/investor-relation.

The Company has an effective Internal Control System including Internal Financial Controls for all the functions with adequate checks and balances. Periodic audit of all functions is carried out by the Internal Auditor, thereby ensuring regulatory compliance of various applicable statutes as well as internal guidelines and policies. The Internal Auditor reviews the systems and procedures and advise on further improvements wherever required. The reports of the internal audit are reviewed by the Audit Committee and the Board of Directors of the Company. The Company policies are reviewed periodically in line with the dynamic business environment and regulatory requirements.

The Statutory Auditors of the Company, viz. M/s. S. Bhandari & Co. LLP, Chartered Accountants have also verified the Internal Financial Controls systems over financial reporting and have opined that such Internal Financial Controls over financial reporting were operating effectively during the Financial Year 2023-24. Annexure B to the Independent Auditors' Report provides a report on Internal Financial Controls over the financial reporting as on March 31,2024.

During the Financial Year under review, no material or serious observations have been highlighted for inefficiency or inadequacy in such controls.

IT Team ensures Systems are scanned, upgraded with latest Group Policies, patches and Antivirus before connecting to local network. VPN access with Two Factor Authentication (2FA) has been continued for users working remotely or in hybrid mode.

IT Team does periodic reviews of User Access rights and ID reconciliation to re-validate data and then removes/deletes unwanted additional access/rights which were provided during Pandemic to help users work remotely.

Periodic review of Privileged Access Management to ensure least privilege access is provided to critical system is restricted and given by restricting access rights to the minimum required for each user or group to do their job, least privilege access helps to minimize security risks.

IT team upgraded critical application servers OS and DB versions which were EOL/EOS declared by OEMs and the efficacy of IT Business Continuity Plan & Disaster Recovery was tested for the critical business application during the year.

Team sends regular “IT Security Awareness” emails to all users to make them aware of possible cyber threats and ways to safeguard from such risks by following best practices.

The Company has a robust and integrated Risk Management System which safeguards the existence of the Company. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives and the same are discussed at meetings of the Risk Management Committee and Audit Committee of the Board of the Company.

Appropriateness of all the risk assessment methodology is continuously reviewed in light of dynamic risk environment.

The Company has an established practice of compliance reporting covering all operations and support functions and compliance reporting is also subject to internal audit and is periodically reviewed to ensure comprehensive coverage.

As on March 31,2024, the Board of Directors of your Company comprised of six Directors of which two are Executive Directors (including one Woman Executive Director) and four are Non-Executive Independent Directors. The Chairman of the Board is NonExecutive Independent Director. The composition of the Board is in consonance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, RBI Master Direction (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 (“Master Direction”) and Companies Act, 2013 (“Act”) read with rules made thereunder, as amended from time to time.

During the Financial Year under review, the following changes have occurred in the Board of the Company:

(i) Mr. Khimji Shamji Pandav (DIN: 01070944) Independent Director has resigned from the board of the Company with effect from closing hours on December 18, 2023 due to other work commitments and there was no material reason highlighted by the Director. The same was taken on record by the Board at its meeting held on December 18, 2023.

(ii) Mr. Vinod Kumar Kathuria (DIN: 06662559) was appointed as an Additional (Independent) Director on the Board of the Company with effect from December 18, 2023 for a period of 3 years and further regularized as Independent Director by shareholders in their meeting held on February 20, 2024.

(iii) Ms. Bindu Darshan Shah (DIN: 07131459) was appointed as an Additional (Independent) Director on the Board of the Company with effect from March 28, 2024 for a period of 2 years, which was further approved by shareholders in their meeting held on June 21,2024; and

(iv) The 2nd term of appointment of Mr. Rajiv Bakshi (DIN: 00264007) as an Independent Director on the Board of the Company came to an end on March 31,2024 in pursuance to Section 149(11) of Companies Act, 2013. The same was taken on record by the Board at its meeting held on March 28, 2024.

The details of board composition are provided in ‘Report on Corporate Governance' forming part of the Annual Report

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Ms. Aditi Mittal (DIN: 00698397), Executive Director on the Board of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers herself for re-appointment.

The Company has received necessary declarations from all the Independent Directors of the Company confirming that they fulfil the criteria of Independence prescribed both under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the Company is in receipt of confirmation from Independent Directors with respect to the compliance of Code of Conduct as specified in Schedule IV to the Act.

Further, the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA) for recording their names and other requisite details in the databank maintained with IICA. Their registration is valid as on the date of this report.

In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, all the Independent Directors are either exempted from appearing or passed the online proficiency self-assessment test conducted by the IICA.

The following persons are the Key Managerial Personnel's (“KMPs”) of the Company as per the provisions of Section 203 of the Act as on March 31,2024:-

During the year, Mr. Govind Lalwani, Company Secretary & Compliance Officer of the Company resigned from the Company w.e.f. form closing hours of October 30, 2023 and Ms. Shikha Sharma was appointed as Company Secretary & Compliance Officer w.e.f. October 31,2023.

In addition to the above, Mr. Mitesh Hasmukh Sheth was appointed as Chief Compliance Officer (“CCO”) in pursuance to RBI Master Directions/ Guidelines w.e.f. September 29, 2023.

All the Directors meet the fit and proper criteria stipulated by RBI and SEBI. All the Directors and Senior Management of the Company have affirmed compliance with the Code of Conduct of the Company.

The Company firmly believes that its Human Resource is its most valuable asset and it contributes towards the performance of the Company in a substantial way. The Company has devised various development programmes for the employees through internal as well as external training programmes. The Company has a robust performance management system in place which recognises the performers and accordingly rewards the employees. The Board of Directors places on record their appreciation to all the employees of the Company for their sustained efforts, dedication and hard work during the year.

Your Company continues to attract and retain talent that focuses on sustained superior performance, provide them opportunities to learn, realise their true potential and contribute positively to the success of the Company. Our Senior Leadership Team, from time to time, shares the strategy and vision for the Company through virtual town-halls that ensures that our employees are always cognizant of what is happening in the Company, thereby encouraging an interactive and engagement driven work culture.

The Company has a wholly owned subsidiary named ‘Family Home Finance Private Limited' (“FHFPL”), a RBI registered nondeposit taking Housing Finance Company (“HFC”) and categorised as Middle Layer. FHFPL is into the business of retail housing finance and matters incidental thereto.

Pursuant to the provisions of Section 129(3) of the Act a separate statement containing the salient features of the Financial Statements of FHFPL wholly owned Subsidiary of the Company in Form AOC-1 is included in Note No. 48 of the Audited Consolidated Financial Statement of the Company. The Standalone as well as Consolidated Financial Statements of the Company are also available on the website of the Company at www.akgroup.co.in/investor-relation.

During Financial Year 2023-24, the Company met its funding requirements through a combination of short term debt (comprising of loans from Bank/ Financial Institutions and other instruments) and Long Term debt (comprising of Non-Convertible Debentures (“NCDs”) and Loans from Bank/ Financial Institutions).

No interest payment or principal repayment with respect to any of the credit facilities was due and unpaid as on March 31,2024.

The interest payable on all the debt securities are paid on due dates & no interest was due and unpaid as on March 31,2024. The Company has not received any grievances from the debt security holders.

The assets of the Company which are available by way of security are sufficient to discharge the claims of the banks, financial institutions and/ or debt security holders as and when they become due.

The above mentioned Debt securities are listed on Wholesale Debt Market (WDM) segment of the BSE Ltd. Post closure of the Financial Year, the Company had listed its non-convertible debentures on National Stock Exchange of India Limited (“NSE”).

The aggregate debt outstanding as at March 31,2024 was INR 2,02,072.17 Lakhs. The Debt / Equity ratio as on March 31,2024 was 2.62 The Company has been regular in servicing all its debt obligations.

The Company has been duly servicing its debt obligations, maintains a healthy capital adequacy ratio and has adequate capital and financial resources to run its business. All other principal repayments towards loan taken from Banks and NBFC are being made on their respective due dates.

Capital Adequacy Ratio as at March 31,2024 stood at 33.30%, which is well above the minimum regulatory norms for non-deposit accepting NBFCs.

During the year under review Rating Agencies reaffirmed / issued ratings to the Company as under as on March 31,2024:

All of the above ratings indicate a high degree of safety with regard to timely payment of interest and principal.

Pursuant to the provisions of Sections 139 and 142 of the Act and Rules made thereunder and Circular issued by Reserve Bank of India vide no. RBI/ 2021-22/ 25 Ref. No.DoS. CD.ARG/ SEC.01/ 08.91.001/ 2021-22 dated April 27, 2021 (‘RBI Guidelines'), M/s. S. Bhandari & Co. LLP (Firm Registration No. 000560C/C400334), Chartered Accountants were appointed as the Statutory Auditors of the Company, to hold office for 3 years till conclusion of the 18th Annual General Meeting of the Company.

M/s. S. Bhandari & Co LLP (Firm Registration No. 000560C/C400334), Chartered Accountants, have confirmed that they are not disqualified in pursuance to Sections 139 and 141 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014 and aforesaid RBI Guidelines to continue as the Statutory Auditors of the Company till the ensuing Annual General Meeting of the Company.

Further the report of the Statutory Auditors “with an unmodified opinion” along with annexures forms part of the Annual Report. The Auditors' Report to the Shareholders for the year under review does not contain any qualification, reservation, disclaimer or adverse remark.

Further, there was no instance of fraud during the year under review, which required to report under Section 143(12) of the Act and rules framed thereunder by Statutory Auditors of the Company.

In continuation to the above, as the term of aforesaid auditor will be completing at the ensuing Annual General Meeting, the Board of Directors in its meeting held on August 05, 2024 approved the appointment of M/s. B G J C & ASSOCIATES LLP (Firm Registration No.003304N/N500056), Chartered Accountants as the Statutory Auditors of the Company for a term of 3 years i.e., FY 2024-25 to 2026-27, subject to the approval of the members in the ensuing Annual General Meeting.

b) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Board has appointed M/s. Ragini Chokshi & Co., Practising Company Secretary as Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year ended March 31, 2024 is annexed herewith marked as Annexure 1 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

In accordance with SEBI Circular No.CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained Annual Secretarial Compliance Report for the Financial Year ended March 31,2024 from the aforesaid Secretarial Auditor of the Company. The copy of Secretarial Compliance Certificate is available on the Website of the Company at the below given link: https://www.akgroup.co.in/docs/ANNUAL%20SECRET ARIAL%20C0MPLIANCE%20REP0RT%20MARCH%2031,%202024.p df

Further, the Board of the Company in its meeting held on May 11,2024 accorded its approval to appoint M/s. Ragini Chokshi & Co., Practising Company Secretary as Secretarial Auditor of the Company for the Financial Year 2024-25.

Maintenance of the cost records and requirement of cost audit as prescribed under the provision of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

The operations of the Company are not energy intensive. However adequate measures for conservation of energy usage of alternate sources of energy and investments for energy conservation wherever required have been taken. The Company makes all reasonable efforts towards conservation of energy, protection of environment and ensuring safety. The Company has absorbed technologies in information and cyber security.

During the Financial Year under review the Company has neither any earnings nor any outgo in foreign exchange.

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) and (5) of the Act:

a) in the preparation of the annual accounts the applicable accounting standards, Master Directions/ Circulars/ Guidelines issued by Reserve Bank of India and other applicable laws, if any, have been followed along with proper explanation relating to material departures;

b) 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 31,2024 and of the profit of the Company for the said period;

c) the directors have 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;

d) the directors have prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

During the year under review the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

There are NIL unpaid/ unclaimed Dividends/ Interest in the previous year. Hence, no amount was required to be transferred to IEPF pursuant to the provisions of Section 124 of the Act and Regulation 61A of the Listing Regulations during the Financial Year under review.

The Company Secretary is designated as the Investor Grievance Redressal Officer for handling investor's queries/ grievances. The Investor Grievance Redressal Mechanism of the Company is available on the website of the Company at the below given link: https://www.akgroup.co.in/docs/Investor%20Grievance%20Mechanism.pdf

The Company has complied with Secretarial Standards issued by Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

Pursuant to Section 197(14) of the Companies Act, 2013, Mr. A. K. Mittal (DIN: 00698377), Managing Director was not disqualified for receiving any remuneration or commission from A. K. Capital Services Limited (“holding Company”) during the year under review.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the statement containing relevant details of the top ten employees in terms of remuneration drawn is available for inspection by the Members at the Registered Office of the Company between 11 a.m. to 2.00 p.m. on any working day (Monday to Friday) up to the date of 18th Annual General Meeting of the Company. Any Member who is interested in obtaining such information may write to the Company Secretary at csakcfl@akgroup.co.in and the same will be furnished on such request.

Regular meetings of the Board are held to discuss and decide on various business policies, strategies, financial matters and other businesses. During the year under review, the Board met eight times. The details of the Board Meetings and the attendance of the Directors at the said meetings are provided in the Corporate Governance Report, which forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days.

The Company's philosophy on Corporate Governance is aimed at assisting the management of the Company in the efficient conduct of its business and meeting its obligations to stakeholders and is guided by a strong emphasis on transparency, accountability and integrity. The governance practices and processes ensure that the interest of all stakeholders are taken into account in a transparent manner and are firmly embedded into the culture of the organisation.

The Company believes and strives to adopt and adhere to the highest standards of corporate governance principles and best practices. With this objective the Company has the Code of Conduct for Directors and Senior Management of the Company.

The Board of Directors has ten Mandatory regulatory Committees, viz.

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders' Relationship Committee

(iv) Corporate Social Responsibility Committee

(v) Risk Management Committee

(vi) Asset Liability Management Committee

(vii) IT Strategy Committee

(viii) IT Steering Committee

(ix) Information Security Committee

(x) Internal Complaints Committee (at group level)

The details of all the Mandatory Committees along with their composition, terms of reference and meetings held during the year are provided in ‘Report on Corporate Governance' forming part of the Annual Report.

In addition to the above referred Mandatory Committees, the Board has also formed the following Committees of the Board and delegated powers and responsibilities with respect to specific business, compliance and operation purposes:

(i) Internal Risk Management Committee

(ii) Investment and Credit Committee

(iii) Debenture Committee

(iv) Banking and Operations Committee

(v) Finance Committee

The key aspects on governance are highlighted in the Report on Corporate Governance forming part of Annual Report.

Post closure of the Financial Year, the Board has constituted “Fraud Monitoring Committee” in line with the regulatory requirements.

There have been no materially significant related party transactions, pecuniary transactions or relationships between the Company and its Directors that may have potential conflict with the interest of the Company.

All related party transactions that were entered into during the Financial Year were on an arm's length basis and were in the ordinary course of business. Further, the transactions were covered under the omnibus approval of the Audit Committee of the Company.

All Related Party Transactions as required under Indian Accounting Standard IND AS-24 are reported in Note No. 37 of Notes to Accounts to Standalone Financial Statements and Note No. 38 of Notes to Accounts to Consolidated Financial Statements of the Company. The Company has devised a Policy for dealing with related party transactions for the purpose of identification and monitoring of such transactions. The same is annexed as Annexure 2. Further, the said policy is also available on the website of the Company at the below given link: https://www.akgroup.co.in/docs/POLICY%20ON%20MATERIALITY%20&%20DEALING%20WITH%20RELATED%20PARTY%20TRANSACTIONS%20AND%20DETERMINING%20MATERIAL%20SUBSIDIARIES.PDF

Pursuant to the Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014, Form AOC-2 annexed as Annexure 3. The disclosures with respect to related party as specified in Regulation 53(f) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is forming part of the Note No.37 of Notes to Accounts to Standalone Financial Statements and Note No.38 of Notes to Accounts to Consolidated Financial Statements.

Standalone Financial Statements have been prepared in accordance with Indian Accounting Standards (“Ind AS”) notified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.

The Financial Statements have been prepared in accordance with Ind AS under the historical cost convention on the accrual basis except for certain financial instruments, which are measured at fair values and based on the accounting principle of a going concern in accordance with Generally Accepted Accounting Principles (GAAP). Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. The Financial Statements are presented in Lakhs or decimal thereof, unless specified otherwise.

The Financial Statements have been presented in accordance with Schedule III-Division III General Instructions for Preparation of financial statements of a Non-Banking Financial Company (NBFC) that mandates compliance of Ind AS.

Pursuant to the provisions of Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, including amendments thereto, the Company does not have any material subsidiary during the period under review.

The Policy for determining the material subsidiaries has been formulated and adopted by the Board. The Policy may be accessed on the website at below given link: https://www.akgroup.co.in/docs/POLICY%20QN%20MATERIALITY%20&%20DEALING%20WITH%20RELATED%20PARTY%20TRANSACTIONS%20AND%20DETERMINING%20MATERIAL%20SUBSIDIARIES.PDF

Based on the written representations received from the directors of the Company as on March 31,2024, none of the directors of the Company is disqualified to act as a Director as on March 31,2024.

M/s. Ragini Chokshi & Co, Practicing Company Secretaries and Secretarial Auditor of the Company, have also certified that none of the directors of the Company have been debarred or disqualified from being appointed or continuing as director of the Company by SEBI or Ministry of Corporate Affairs or any such other statutory authority. The certificate received from Secretarial Auditor to this effect forms part of the Report on Corporate Governance.

In pursuance to Master Direction, the Company has formulated its Fair Practice Code which includes the Grievance Redressal Mechanism to address any grievance of the customer. The said code has been adhered during the year under review.

The Fair Practice Code including Grievance Redressal Mechanism is available on the website of the Company at https://www.akgroup.co.in/docs/Fair%20Practice%20Code.PDF.

The Company has a Nomination and Remuneration Policy on appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a Director, Key Managerial Personnel and Senior Management Personnel which is annexed herewith as Annexure 4. The policy is uploaded on website of the company and can be accessed at https://www.akgroup.co.in/docs/NOMINATION%20AND%20REMUNERATION%20POLICY.PDF

The Company has constituted a Corporate Social Responsibility (CSR) Committee as required under Section 135(1) of the Companies Act, 2013. The details of the composition of the CSR Committee along with other details are disclosed in the Report on CSR Activities for the financial year 2023-24.

The CSR Committee drives the CSR Programme of the Company. The Company has a Board approved CSR Policy stating out its CSR objectives and approach. The CSR Policy may be accessed on the Company's website at the link: https://www.akgroup.co.in/docs/CSR%20Policv%20Proiect%20and%20Committee%20AKCFL202108261614185039299.pdf

The Report on CSR activities for the financial year 2023-24 as per the relevant rules has been set out as Annexure 5 to the Directors' Report.

The Management Discussion and Analysis report forms part of the Annual Report pursuant to compliance with RBI Master Directions and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Pursuant to Section 186(11) of the Act, the provisions related to loans made, guarantees given and securities provided do not apply to the Company it being an NBFC.

Your Company has formulated a Dividend Distribution Policy, with an objective to provide the dividend distribution framework to the Stakeholders of the Company. The policy sets out various internal and external factors, which shall be considered by the Board in determining the dividend pay-out to equity and CCPS holders. The policy is uploaded on website of the company and can be accessed at https://www.akgroup.co.in/docs/Dividend%20Distribution%20Policy.PDF.

The Company is committed to maintain and provide to all its employees and directors highest standards of transparency, probity and accountability. The Company endeavours to develop a culture where it is safe and acceptable for all its employees and directors to raise / voice genuine concerns in good faith and in a responsible as well as effective manner.

The Vigil mechanism has been implemented through adoption of ‘Whistleblower Policy and establishment of Vigil Mechanism' in terms Section 177(9) of Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules 2014, Regulation 22(1) of the Listing Regulations and Master Directions to deal with instance of fraud, mismanagement, malpractices and events which have taken place/suspected to have taken place misuse or abuse of authority fraud or suspected fraud violation of Company's rules manipulations negligence causing danger to public health and safety misappropriation of the Company's funds/assets or resources perforation of confidentiality deliberate violation of law/regulation breach of employees Code of Conduct or rules and other matters or activity on account of which the interest of the Company is affected. The protected disclosures should be reported in writing by the whistle blower through an e-mail or letter to the Chairman of the Audit Committee.

This vigil mechanism of the Company provides adequate safeguard against victimisation of employees and also provides direct access to the Chairman of the Audit Committee in exceptional circumstances.

There was no instance of such reporting received during the year under review and the policy is uploaded on website of the company and can be accessed at https://www.akgroup.co.in/docs/WHISTLE%20BLOWER%20POLICY.PDF.

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.

During the Financial Year under review there were no significant or material order/s passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

During the Financial Year the Board of Directors of the Company has accepted all the recommendation of the Audit Committee.

The Company is a Non-Deposit taking Systemically Important Non-Banking Financial Company. Hence it has not accepted any Deposits as per the Companies Act, 2013 during the Financial Year ended March 31, 2024. The Company has passed a Board resolution for non-acceptance of deposits from public.

The Asset Liability Management Committee (“ALCO”) of the Company meets at regular intervals to monitor the maturity profile and asset liability mismatches, which enables the Company to efficiently manage the liquidity risk, if any.

Pursuant to Section 45-IC of the RBI At, 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 INR 1,262 Lakhs to reserves during the Financial Year ended March 31,2024.

There has been no change in the nature of business of the Company.

During the year under review there is no change in the shareholding pattern of the Company.

During the year under review the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

The Company has in place a Policy in line with the requirements of the Sexual Harassment of the Women at the Workplace (Prevention Prohibition & Redressal) Act 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual and temporary trainees) are covered under this Policy.

There was no complaint received during the Financial Year.

The Annual Report prepared by the Internal Complaints Committee of the Company as per the provisions of Section 21 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013 was duly submitted to the District Officer-Women and Child Development located at Chembur, Mumbai

As on March 31,2024, there is no proceeding pending under the Insolvency and Bankruptcy Code, 2016

There is no one time settlement done with bank or any financial institution.

The Company continues to comply with the Master Direction and all the applicable laws, regulations, guidelines, etc. prescribed by RBI from time to time.

The Board of Directors have framed various policies as applicable to the Company. The Board periodically reviews the policies and approves amendments as and when necessary.

In pursuance to Listing Regulations, the Company is classified as a High Value Debt Listed Company (“HVDLE”) and has complied with Regulation 15 to 27 of the Listing Regulations during the period under review.

Pursuant to the provisions of the Act the Board has carried out an annual evaluation of its own performance and of the individual Directors (including the Chairman) as well as an evaluation of the working of all the Committees of the Board. The Board of Directors were assisted by the NRC in carrying out such evaluation. The performance evaluation was carried out by seeking inputs from all the Directors / Members of the Committees as the case may be.

The Independent Directors also held a separate meeting to review the performance of the Non-Independent Directors, the Chairman of the Company, the overall performance of the Board along with its Committees. The Independent Directors expressed satisfaction over the performance and effectiveness of the Board, individual Non-Independent Directors and the Chairman.

The Registered Office of the Company is situated at 601-602, 6th Floor, Windsor, Off CST Road, Kalina, Santacruz (E),Mumbai - 400 098, Maharashtra.

The Company has a branch office in Delhi situated at 204-206, 2nd Floor, Plot No. D-1, Salcon Rasvilas, Saket District Centre, Saket, New Delhi - 110017, India.

The quarterly/ half yearly/ annual Financial Results of the Company during the F.Y. 2023-24, respectively was submitted to the Stock Exchange, Debenture Trustee and Debenture Holders in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as applicable. Official news releases including the results are also posted on the Company's website www.akgroup.co.in .

The Company is registered with the Registrar of Companies, Maharashtra, Mumbai. The Corporate Identity Number (“CIN”) allotted to the Company by the Ministry of Corporate Affairs (“MCA”) is U51900MH2006PLC214277. The Company has Debentures issued on a private placement basis listed on the Wholesale Debt Market segment of the BSE Limited and NSE. Details of Debenture T rustees and the Registrar and Transfer Agents for the Debentures issued by the Company are given below:

Link Intime India Pvt Limited C 101 247 Park, L B S Marg, Vikhroli West Mumbai 400 083

Contact Person: Mr. Ganesh Jadhav

Tel No: +91 22 49186000; Fax: +91 22 49186060

Email: ganesh.jadhav@linkintime.co.in and debtca@linkintime.co.in

Website: www.linkintime.co.in

Catalyst Trusteeship Limited,

Unit No.-901,9th Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel (W), Mumbai - 400 013 Contact Person: Ms. Priti Shetty Tel: +91 022-49220555; I Fax: +91 22 4922 0505 Email: ComplianceCTL-Mumbai@ctltrustee.com Website: www.catalysttrustee.com

Statements in the Directors Reports and the Management Discussion and Analysis describing the Company's objectives, expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in these statements. The Company does not undertake to update these statements.

The Directors would like to place on record their gratitude for the valuable guidance and support received from RBI, SEBI, Registrar of Companies, Clients, Consultants, Advisors, Registrar & Share Transfer Agent, Financial Institutions, Business Partners and other government and regulatory agencies and hereby convey their appreciation to A. K. Capital Services Limited (the holding company), customers, bankers, lenders, vendors and all other business associates for the continuous support given by them. The Directors also place on record their appreciation for the commitment, commendable efforts, team work and professionalism of all the employees of the Company and its subsidiaries at all levels for the dedicated services rendered by them. Your Directors look forward to your continuing support.