Aagam Capital Ltd Directors Report

Dear Members,

Your Directors take pleasure in presenting the 33rdAnnual Report of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2025.

1. FINANCIAL PERFORMANCE

(Rs. in Lacs Except EPS)

Particulars	2024-2025	2023-2024
Total Income	3.21	3.83
Total Expenditure	15.79	14.51
Profit before exceptional and extraordinary items and tax	(12.57)	(10.67)
Less: Exceptional item	0.00	0.00
Profit before extraordinary items and tax	(12.57)	(10.67)
Tax Expenses	0.03	0.03
Net Profity(Loss) After Tax	(12.60)	(10.71)

2. OPERATIONS

Company face loss of amount Rs.12.60 lakhs for the period ended 31st March, 2025 as against loss of Rs. 10.71 lakhs during previous year. The total income of the company decrease from Rs. 3.83 lakhs to Rs. 3.21 lakhs. The EPS of the company for the year under review is Rs. (0.25). Your directors expect and will make more efforts to improve the performance of the company during the current year as compared to previous year.

3. DIVIDEND

Due to inadequate profits your directors do not recommend any dividend during the year under review.

4. AMOUNT TRANSFERRED TO RESERVE

Due to loss in the current year the company has not transfer any sum to special reserve accounts in compliance with the RBI Act, 1934.

5. DEPOSITS

The company has not accepted any public deposits under the provisions of the Companies Act, 2013 (Act).

6. SHARE CAPITAL

As on 31 March 2025, paid-up share capital of the Company stood at Rs. 5.00 crore consisting of 50,00,000 equity shares of face value of Rs. 10 each fully paid-up.

7. SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY

Your company does not have any Subsidiary/ Joint Venture and Associate Companies.

8. SECRETARIAL STANDARDS OF ICSI

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

9. STATEOFAFFAIRSOFTHECOMPANY

Granting of loans and advances and making investments is the core area of operations of the company. The Board of Directors of your company carries out these operations with active care and all essentials precaution thereby enhancing stakeholders values.

10. COMPOUNDING OFOFFENCES

The violation mentioned in the show cause notices issued to the company pursuant to inspection by the Regional Director under section 206(5)/207are compoundable in nature and hence the Board of Directors of the Company have filed compounding application before concern authorities i.e. Regional Director/ National Company Law Tribunal and awaiting for an order from the aforesaid authorities.

11. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the company during the year.

12. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company and the date of this Report.

13. CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act,2013 are not applicable to the company.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointments & Cessation of Directors

During the year under review followings are the changes in the Board of Directors of the Company.

a. Shri Anil Kothari, (DIN: 01991283), Director of the Company, who was retiring by rotation atthe 32nd Annual General Meeting, was re-appointed by the Members.

b. Re-Appointment of Shri Naresh Jain (DIN: 00291963) as a Non-Executive, non-independent Director of the Company for a period of five (5) years with effect from

01.04.2024.

Key Managerial Personnel

As on March 31, 2025, the following were Key Managerial Personnel ("KMP") of the Company as per Sections 2(51) and 203 of the Act:

i. Mr. Anil Kothari, Wholetime Director & CFO

ii. Ms. Kavita Jain, Company Secretary

15. BOARD EVALUATION

The Board has carried out an annual performance evaluation of its own, the Independent Directors, Committee and other Individual Directors. The details of performance evaluation have been made available on the Website of the Company i.e. www.aagamcapital.com.

16. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the board and separate its functions of governance and management. The remuneration paid to directors if any is recommended by the Nomination and Remuneration Committee and approved by Board of Directors and Shareholders of the Company. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company. The policy of the company on

directors appointment and remunerations available on the website of the company i.e. https://www.aagamcapital.com/policies.html.

17. COMMITTEES OF THE BOARD

The company has the following three committees of the board:

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders Relationship Committee

The composition of each of the above committees, their respective role and responsibility is in conformity with the provisions of the Companies Act, 2013 and SEBI(LODR) Regulations, 2015 and amendments made therein from time to time.

18. MEETING OF BOARD OF DIRECTORS

During the year under review, 5 (Five) Board Meetings were held on28.05.2024,

12.08.2024, 11.11.2024, 24.01.2025 and 25.03.2025.The details of number of meeting attended by each directors are as follows:

Date of Meeting	Mr. Anil Kothari	Mr. Naresh Jain	Mr.Suryakant Kadakane	Mr. Rajendra Redekar	Mrs. Preeti Doshi
Attendance at the Board Meeting
28.05.2024	Yes	Yes	Yes	Yes	Yes
12.08.2024	Yes	Yes	Yes	Yes	Yes
11.11.2024	Yes	Yes	Yes	Yes	Yes
24.01.2025	Yes	Yes	Yes	Yes	Yes
25.03.2025	Yes	Yes	Yes	Yes	Yes

19. AUDIT COMMITTEE

The Composition of the Audit committee is in accordance with the requirements of section 177 of the Companies Act 2013 and comprises of Mr. Suryakant Kadakane as Chairman and Mr. Rajendra Redekarand Mr. Anil Kothari as its members.

During the Financial Year 2024-25, 5 (five) meetings of the Audit Committee of the Board of Directors were held on 28.05.2024, 12.08.2024, 11.11.2024, 24.01.2025 and 25.03.2025. All there commendations made by the Audit Committee were accepted by the Board.

20. NOMINATION AND REMUNERATION COMMITTEE:

The Composition of the Nomination and Remuneration Committee is in accordance with the requirements of section 178 of the Companies Act 2013, and comprises of Mr. Suryakant Kadakne as Chairman, Mr. Rajendra Redekar and Ms. Preeti Doshias its members.

During the Financial Year 2024-25, 2 (Two) meeting of the Nomination and Remuneration Committee of the Board of Directors was held on 12.08.2024 and 25.03.2025.

21. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Composition of the Stakeholders Relationship Committeeis in accordance with the requirements of section 178 of the Companies Act, 2013, and comprises of Mr. Naresh Jain as Chairman, Mr. Suryakant Kadakne, Mr. Rajendra Redekar as its members.

During the Financial Year 2024-25, 2 (Two) Meetings were held on 28.05.2024 and

25.03.2025.

22. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company at their meeting held on 25.03.2025 reviewed the performance of non- independent directors and the Board as a whole including the Chairman of the Company by taking into consideration views expressed by the executive directors and non-executive directors at various level pertaining to the quality, quantity and timeliness of flow of information between the company, management and the board have expressed their satisfaction.

23. DECLARATION BYTHE INDEPENDENT DIRECTORS

The independent directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under section 149(6) of the Act, as amended, and regulation 16 of the SEBI Listing Regulations.

The Board had taken on record the declaration and confirmation submitted by the independent directors regarding meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the SEBI Listing Regulations.

24. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the compliance with the Corporate Governance provisions specified in

Regulations 17 to 27 and Clauses (b) to (i) of sub-regulation(2) of Regulation 46 and para C, D and E of Schedule V shall not apply to the Company and hence the Corporate Governance Report does not forms part of this report.

25. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. Hence there does not exists any details to be mentioned in Form AOC-2 which is attached as "Annexure - A".

All Related Party Transactions are placed before the Audit Committee for approval. The Company has adopted a Related Party Transactions Policy. The policy as approved by the board is uploaded on the Companys website at https://www.aagamcapital. com/policies.html.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of section 186 of the Companies Act,2013 pertaining to investment and lending activities are not applicable to the company since the company is a Non-Banking Financial Company ("NBFC").

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under SEBI (Listing Obligations and Disclosure Requirements), 2015 forms part of this report which is attached as "Annexure - B".

28. EXTRACT OF ANNUAL RETURN

In accordance with the requirements of Section 92 (3) read with Section 134(3)(a) of the Companies Act, 2013 the Annual Return as on 31st March, 2025 is available on the Companys website at https://www.aagamcapital.com/annual-return.html.

29. RISK MANAGEMENT POLICY

The Board of Directors have adopted a risk management policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board

may pose significant loss or threat to the Company. The Management identifies and controls risks through a defined framework in terms of the aforesaid policy.

30. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has a whistle blower policy encompassing vigil mechanism pursuant to the requirements of the section 177(9) of the Act and regulation 22 of the SEBI Listing Regulations. The Audit Committee reviews the functioning of the Whistle blower policy. The policy/vigil mechanism enables directors and employees to report to the management their concerns about unethical behavior, actual or suspected fraud or violation of the companys code of conduct or ethics policy and leak or suspected leak of unpublished price sensitive information.

The whistle blower policy is uploaded on the website of the Company and can be accessed at https://www.aagamcapital.com/policies.html.

31. INTERNAL CONTROL SYSTEMS

The internal financial controls of the Company are commensurate with its size, scale and complexity of operations. The company has policies and procedures which inter alia ensure integrity in conducting business, timely preparation of reliable information, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors. The Audit Committee actively reviews the adequacy and effectiveness of the internal financial control systems and suggests improvements if any to strengthen the same.

32. CORPORATE WEBSITE:

The Companys web address is www.aagamcapital.com The website contains a complete overview of the Company. The Companys Annual Report, financial results, details of its business, shareholding pattern, compliance with Corporate Governance, contact information of the designated officials of the Company who are responsible for assisting and handling investor grievances, the distribution schedule, and Code of Conduct are uploaded on the website.

33. DIRECTORS RESPONSIBILITY STATEMENT

In compliance of section 134(5) of the Act, the directors state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) they 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 at the end of the financial year and of the profit of the Company for FY 2024-2025.

(iii) they 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.

(iv) they have prepared the annual accounts on a going concern basis.

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

34. STATUTORY AUDITORS AND HIS REPORT

M/s. B M Gattani & Co., Chartered Accountants,(Firm Registration Number 113536W) were appointed as Statutory Auditors of the Company for a term of five years from the conclusion of 31stAnnual General Meeting until the conclusion of 36thAnnual General Meeting of the Company. As per the provisions of Section 139 of the Act, they have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Audit Report of M/s. B M Gattani & Co. on the Financial Statements of the Company for the Financial Year 2024-25forms part of this Annual Report. The report does not contain any qualification, reservation, adverse remark ordisclaimer.

35. SECRETARIAL AUDITOR AND HIS REPORT

Pursuant to the provisions of section 204 of the Act, the Board has appointed Mr. Suprabhat Chakraborty, practicing company secretary (C.P. No. 15878), to undertake secretarial audit of the Company.

A report from the secretarial auditor in the prescribed Form MR-3 is annexed as "Annexure - C" to this Report. The report contains the following observations:

1. The Company has not paid Annual Listing Fees and trading in Bombay Stock Exchange has been suspended.

Management would like to state that the trading in the script of the Company was suspended abruptly by BSE without giving proper notice. The Stock Exchange has not raised any invoice towards listing fees after suspending the trading. The matter is being contested by the company with BSE and waiting for final order.

In addition to the above and pursuant to SEBI circular dated 8 February 2019, a report on secretarial compliance by Mr. Suprabhat Chakraborty for FY24-25 has been submitted with stock exchange.

36. DISCLOSURE AS TO MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SECTION 148 (1) OF THE COMPANIES ACT, 2013:

Not applicable

37. DEMATERIALIZATION OF SHARES:

82.96% of the Companys paid up Equity Shares Capital is in dematerialization form as on 31 st March, 2025 and balance 17.04% is in physical form.

Bigshare Services Pvt Ltd at 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri East, Mumbai - 400059 is Share Registrat and Transfer Agents of the Company.

38. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE COURTS/REGULATORS

During year, no significant and material orders were passed by any regulator or court or tribunal impacting the going concern status and Companys operations in future.

39. PARTICULARS OF EMPLOYEES

Considering the provisions of Section 197(12) of the Act read with the relevant rules and having referred to provisions of the First Proviso to Section 136(1) of the Act, the Annual Report is being sent to the members of the Company, excluding details of particulars of employees and related disclosures. The said information/ details is available for inspection at the Registered Office of the Company during working hours on any working day. Any member interested in obtaining this information may write to the company and this information would be provided on request.

40. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 and the Rules thereunder. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has not received any complaint of sexual harassment during the financial year 2024-2025.

41. HEALTH, SAFETY AND ENVIRONMENT

The company considers safety, environment and health as the management responsibility and therefore being constantly aware of its obligation towards maintaining and improving the environment across various spheres of its business activities.

42. CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNING ANDOUTGO

The company is not engaged in manufacturing activities and as such the particulars relating to conservation of energy and technology absorption are not applicable. The company makes every effort to conserve energy as far as possible etc. Particulars regarding Foreign Exchange Earnings and Outgo required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in the notes forming part of accounts which forms part of the Annual Report as "AnnexureD".

43. ACKNOWLEDGMENT

The Board of Directors would like to express its gratitude and its appreciation for the support and co-operation from its members, RBI and other regulators. The Board of Directors also places on record its sincere appreciation for the commitment and hard work put in by the Management and the employees of the Company.

	For and on behalf of the Board of Directors
	Sd/-	Sd/-
	Anil Kothari	Naresh Jain
	Whole Time Director & CFO	Director
	DIN:01991283	DIN:00291963
Place:- Mumbai
Date >21.08.2025