AD Manum Finance Ltd Directors Report

To,

The Members of,

Ad-Manum Finance Limited

Indore (M.P.)

Your Directorshave pleasure in presenting their 39 th Annual Report on business and operations along with the Audited Financial Statement for the Financial Year ended March 31, 2025.

1. Financial Results The Company\u2019s Financial Performance for the year ended March 31, 2025, is summarized below: Particulars	(Amount in ^ 000)
	2024-25	2023-24
Revenue from Operation	1,32,978.85	1,10,292.04
Other Income	7,576.74	18,708.98
Total Income	1,40,555.59	1,29,001.02
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	1,26,902.97	1,16,240.88
Less: Depreciation/Amortisation/Impairment	539.37	529.15
Less: Finance Costs	11,938.23	14,208.95
Profit /loss before Exceptional items and Tax Expense	1,14,425.37	1,01,502.78
Add/(less): Exceptional items	0.00	0.00
Profit /loss before Tax Expense	1,14,425.37	1,01,502.78
Less: Current Tax	27,300.00	24,000.00
Add /Less: Deferred Tax	(357.40)	2,817.57
Add/Less: Adjustment in respect of Current Tax of Prior Years	(1,543.81)	(2,321.79)
Profit /Loss for the Year (A)	89,026.59	77,007.00
Other Comprehensive Income/loss (B)	2,549.58	10,475.54
Total Comprehensive Income for the period (A+B)	91,576.16	87,482.54
Earnings Per Share:
Basic &Diluted	11.87	10.27

2. Performance of the Company and State of Affairs:

Your Company is a non-deposit taking company a category - B, NBFC Company , registered with the Reserve Bank of India. During the financial year 2024-25, the revenue from operationsamounted to Rs.1329.79 Lakhs as against Rs.1102.92 Lakhs in the previous year registered an increase of 20.57% over the previous year.

The growth trend continued whereby your Company posted Net Profit after Tax of Rs. 890.26 Lakhs for F. Y. 2024-25 as against the Profit of Rs. 770.06 Lakhs during the previous financial year, registering an increase of 15.61% over the previous year. As an NBFC, the Company is having its primary activities of lending and the performance in the financial year 2024-25was found to be better than the previous year(s).

Your company works in 2 (Two) Segments related i.e. (i) NBFC Activity and (ii) Power Generation business (Windmill). During the period, the company has disposed off 1 (One) Windmill and continues to run the Power Generation Business with 1 (One) Windmill.

3. Change in the nature of business:

During the year under review, there were no changes in the nature of the business activities.

4. Dividend:

In order to preserve the profit and to utilize such amount in the business activities, your Board of directors does not recommend any dividend during the year 2024-25 under review. (Previous year: Nil)

5. Transfer of Amount to the NBFC Reserves or any other reserve:

The Board of directors of your Company has decided not to transfer any amount to the General Reserves or any other reserve for the financial year ended 31 st March 2025, however the Company has transferred Rs.178.05 Lakhs to the NBFC Statutory Reserve as per requirement of the Directions of the RBI to the NBFC (P.Y. Rs. 154.01Lakhs).

6. Capital Structure:

The Paid-up Equity Share Capital as on 31 st March 2025 is Rs.750.00 Lakhs divided into 75.00 Lakhs Equity Shares of Rs.10/- each, carrying voting rights. During the year under review, the company has not issued any shares including with differential voting rights nor granted stock options nor sweat equity Sharesas on 31 st March 2025.

7. Listing of Shares of the Company:

The entire 75,00,000 equity shares of Rs. 10/- each of the company continue to remain listed on BSE Ltd. (Scrip Code: 511359). The company has paid the Annual Listing Fees for the year 2025-26 to BSE Ltd. and the Custodian fee to CDSL and NSDL for the financial year 2025-26 on time. The shares of the Company arefrequently traded at BSE Ltd.

8. Transfer of Amount and Shares to Investor Education & Protection Funds (IEPF):

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules) all unpaid or unclaimed dividend are required to be transferred by the company to the IEPF Authority established by the Government, after the completion of seven years. Further, according to the rules, the resulting shares on which dividend has not been paid or claimed by the shareholders for 7 (seven) consecutive years or more also need to be transferred to the Demat account of the IEPF Authority.

Since, after the financial year 2014-15, the Company has not declared dividends, hence there is no amount of dividend remains unpaid/unclaimed for a period of more than 7 years as well as resulting shares, which needs to be transferred to the IEPF Authority.

9. Web Address for Placing Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as on 31 st March, 2025 can be accessed on the website of Company at following link: http://www.admanumfinance.com/annualreports.php.

10. Directors Responsibility Statement:

Pursuant to section 134(5) of the Companies Act, 2013, the Board of directors, to the best of its knowledge and ability, confirm that:

a) In the preparation of the annual accounts for the year ended 31st March 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) 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 as at 31st March 2025 and of the profit of the company for the year ended on that date;

c) 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;

d) The Directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operatingeffectively;

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws, and that such systems were adequate and operating effectively.

11. Board Meetings:

During FY 2024-25, 6 (Six) Board Meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 along with their rules, Secretarial Standard and the SEBI (LODR) Regulations, 2015. The details of the Board meetings held during the year along with the attendance of the respective directors are set out in the Corporate Governance Report forming part of this annual report.

12. Committees of the Board:

The Board of Directors of the Company has duly constituted the following committees as per the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015:

a) Audit Committee

b) Stakeholder Relationship Committee

c) Nomination and Remuneration

d) Corporate Social Responsibility Committee

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report as Annexure-A

13. Particulars of Loans, Guarantees, Security or Investments u/s 186 of the Companies Act, 2013:

Since, the company is registered as an NBFC with RBI, therefore, the provisions of section 186 of the Companies Act, 2013 and the disclosures relating thereto are not applicable to the company. However, the Company has made certain investments and provided loans to certain corporates in the ordinary course of business. Details of which can be reviewed in the Financial Statements of the company.

14. Particulars of Contracts or Arrangements with Related Parties referred to under Section 188(1) of the Companies Act, 2013:

The company has entered into related party transactions as specified under section 188(1) of the Companies Act, 2013 during the financial year which were in the ordinary course of business and on an arms length basis and were not material. Hence, the disclosure in the Form AOC-2 is not required to be annexed with the Board Report.

However, in respect to the provisions of Regulation 23 of the SEBI (LODR) Regulations, 2015, the company has entered certain transactions for transfer of resources including receiving and granting of Loans, which were categorized as material related party transactions in the ordinary course of business and on an arms length basis for which the company has already taken approval of its members in the 38 th Annual General Meeting held on 20 th Sept., 2024.

For further details, please refer to the relevant notes to the Standalone Financial Statements which forms the part of this Annual Report.

Pursuant to SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11 th November, 2024, your Board of director is proposing to pass an Ordinary Resolution under Regulation 23 of the SEBI (LODR) Regulations, 2015 for continuing the transactions for transfer of resources including receiving and granting of Loansto Related Parties in the Ordinary Course of Business.

15. Auditors and their Reports:

a) Statutory Auditors and Statutory Audit Report:

Pursuant to the provisions of section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s Mahendra Badjatya & Co. , Chartered Accountants, (F.R.No.001457C) were appointed as the Auditors of the Company to hold the office from the conclusion of 36 th Annual General Meeting held on 20 th September, 2022 for a period of 5 years till the conclusion of 41 st Annual General Meeting to be held in the year 2027on such remuneration as may be mutually decided by the Auditors and Board. As required under Regulation 33(1)(d) of the SEBI (LODR) Regulation, 2015, the auditor has confirmed that they continue to hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Report made by the Statutory Auditors on the Financial Statements of the Company for the financial year ended 31 st March 2025, read with the Notes therein, are self-explanatory and, therefore, do not call for any further explanation or comments from the Board under section 134(3)(f) of the Companies Act, 2013. The Auditors Report does not contain any qualification, reservation, disclaimer or adverse remarks.

b) Secretarial Auditor and Secretarial Audit Report:

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your company had appointed M/s D.K. Jain & Co., Company Secretaries, Indore (FRN-S2003MP064600) to undertake the Secretarial Audit of the company for the FY 2024-25. The Secretarial Audit Report for the F. Y. ended March 31, 2025, in Form MR-3 is annexed as Annexure B and forms part of this Report. There are certain observations in the Secretarial Audit Report which need comments by the Board of Directors of the company, which are as follows:

1. It is observed that the Special Contingency Insurance Policy obtained by the company was expired on 15/02/2025, which has not renewed as required under Para 5 of SEBI Cir. No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/70 dtd. 25.05.2022.

2. The company has not obtained the Insurance Policy related to IEPF as required under Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2024.

3. The Company has paid excess remuneration of Rs. 9,93,444/- to its Whole-time Director and CEO, Mr. Dharmendra Agrawal than the sanctioned remuneration by the Company in its general meeting by way of special resolution passed on 20thSeptember, 2022 which needs to be regularized as per provisions of section 197(10) of the Companies Act, 2013.

Explanation by the Board of Directors:

1. The Special Contingency Insurance Policy was merged with the Insurance Policy w.r.t. IEPF and the said dual cover was not available with the Insurance Service Providers till March 31, 2025. However, as soon as the same became available, the Company has availed the dual cover w.e.f. 27/05/2025.

2. The excess remuneration Rs. 9,93,444/- was paid to the Whole-time Director and CEO, Mr. Dharmendra Agrawal as in the earlier resolution passed by the Members, there was no provisions for the annual increment as well as statutory and other employee benefits which needs to be paid as per policy of the Company. However, it was considered and approved by the Nomination and Remuneration Committee and the Board, who has further recommended seeking approval of members by way of special resolution for waiver of the excess remuneration is paid and regularize the same.

Further, the Board of directors of the Company on the recommendation of the Audit Committee, at its meeting held on 2 nd August, 2025 has recommended the members to approve the appointment of M/s D.K. Jain & Co., Company Secretaries (FRN: S2003MP064600)to conduct Secretarial Audit for a period of five (5) consecutive years, commencing on April 1, 2025, until March 31, 2030, to conduct Secretarial Audit of the Company and to furnish the Secretarial Audit Report.

M/s D.K. Jain & Co., Company Secretaries has consented to act as the Secretarial Auditor of the Company and confirmed that he is not disqualified to be appointed as the Secretarial Auditor under the applicable provisions of the Act, rules made thereunder, and SEBI Listing Regulations.

c) Internal Auditors & Internal Audit Report:

The Board had appointed M/s VSK & Company (Firm Registration Number: 000837C, Practicing Chartered Accountants as an Internal Auditor of the Company for the Financial Year 2024-25. The Internal Auditor reports their findings to the Audit Committee of the Board. The audit function maintains its independence and objectivity while carrying out assignments. It evaluates on a continuous basis, the adequacy and effectiveness of internal control mechanism with the interaction of KMP and functional staff.The company has taken stringent measures to control the quality of disbursement of loans and its recovery to prevent fraud. The company has also taken steps to check the performance of the functional employees of the company at branch level.

d) Cost Audit and Records:

Since the company is not carrying any manufacturing activity except generation of power from the windmill. However, it is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 not applicable to conduct Cost Auditduring the year under review.

16. The Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

A. Conservation of Energy:

Your company, being a Non-Banking Financial Company and generating power from the Windmills has no activities involving conservation of energy. However, adequate measures are being taken to reduce energy consumption through efficient usage of office equipment and digital communication. The Company continues to adopt energy-saving practices wherever applicable.

B. Technology Absorption:

The Company does not undertake any manufacturing activity requiring technology absorption. However, it uses modern financial software and IT infrastructure to enhance operational efficiency and customer service. The Company remains updated with technological advancements relevant to the NBFC sector.

C. Foreign Exchange Earnings and Outgo

a. Foreign Exchange Earnings: Nil

b. Foreign Exchange Outgo: Nil

17. Details of Subsidiaries, Associate Companies and Joint Ventures:

The company does not have any subsidiary, associate company, or joint venture within the provisions of the Companies Act, 2013 either at the beginning or at the end of the financial year. However, the Company is an associate of foreign company namely Agarwal Coal Corporation(s) Pte. Ltd. (Singapore) which holds 36.93% shares as the Promoter Group of the Company.

18. Statement indicating Development and Implementation of a Risk Management Policy for the Company including Identification therein of Elements of Risk:

The Company is primarily engaged in the business of Investment and Lending Activities and is associated with the normal business risk of the market. Any change in the taxation policy by the Government or any policy change made by the Reserve Bank of India may adversely affect the profitability of the Company. The Company has adequate internal control to monitor the financial transactions, and the books of accounts are being audited by the independent auditor of the Company.

19. Directors and Key Managerial Personnel:

a) Changes in Directors and KMP during the Financial Year:

During the period under review, the following changes were made to the Composition of Board of Directors and KMPs of the Company: -

i. Appointment of Ms. Apoorva Jain (DIN: 10714927) as an Independent Woman Director of the Company and Mr. Pradhumn Pathak (DIN: 10697083) as an Independent Director of the Company w.e.f. August 1, 2024 for a first term of 5 (Five) years which was confirmed in the 38th Annual General Meeting (AGM) of the Company held on September 20,

2024.

ii. Resignation of Mr. Sahive Alam Khan (DIN: 09179685) and Ms. Priyanka Jha (DIN: 07347415) from the position of Independent Directors of the Company w.e.f closure of working hours of August 1, 2024.

iii. Resignation of Mr. Vikas Gupta from the post of Chief Financial Officer (CFO) of the Company w.e.f. closure of business hours of February 15, 2025.

iv. Appointment of Mr. Ronak Sharma as Chief Financial Officer (CFO) of the Company w.e.f. March 12, 2025.

b) Changes in Directors and KMP after the closure of the Financial Year but before the approval of this Report:

i. Resignation of Mr. Ronak Sharma from the post of Chief Financial Officer (CFO) of the Company w.e.f. closure of business hours of June 05, 2025.

ii. Appointment of Mr. Dheeraj Bajoliya as the Chief Financial Officer (CFO) and categorized as KMP w.e.f. August 02,

2025.

c) Independent Directors:

Pursuant to the provision of the Companies Act, 2013, company had 3 (Three) Independent Directors as at 31 st March, 2025 including 1 (One) Woman Director which are as follows:

1) Mr. Dhawal Bagmar (DIN: 10217380)

2) Ms. Apoorva Jain(DIN: 10714927)(Woman Independent Director)

3) Mr. Pradhumn Pathak (DIN: 10697083)

d) Statement on Declaration by Independent Directors under section 149(6) of the Companies Act, 2013:

The Company has received necessary declaration from all the Independent Directors as required under section 149(6) of the Companies Act, 2013 confirming that they meet the criteria of Independence as per the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulation, 2015.In the Opinion of the Board, all the independent directors fulfill the criteria of independence with regard to integrity, expertise and experience (including proficiency) as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 as amended from time to time. All the Independent Directors are also registered with the databank maintained by the IICA as per the requirement of the Companies Act, 2013.

e) Opinion of the Board with regard to integrity, expertise and experience including the proficiency of the Independent Directors appointed during the year:

During the period under review, the company has appointed Ms. Apoorva Jain (DIN: 10714927) as a Woman Independent Director and Mr. Pradhumn Pathak (DIN: 10697083) as an Independent Director. Ms. Apoorva Jain is a Qualified Company Secretary with experience in the domain and has expertise in Company Law matters and SEBI regulations and Mr. Pradhumn Pathak is a Qualified Chartered Accountant with experience in the domain and he has expertise in Financial management, Statutory audit and internal audit and the Board is of the view that both the Independent Directors are person of integrity, expertise, and proficiency to serve the Company as independent directors strengthening the overall composition of the Board.

f) Directors seeking confirmation/re-appointment in the ensuing General Meeting:

Mr. Sanjeev Sharma, (DIN: 07839822), who is liable to retire by rotation in the ensuing General Meeting, seeks re-appointment as Director of the Company.

Brief profile of all the directors proposed to be re-appointed at the ensuing annual general meeting has been provided in the notice of the Annual General Meeting.

20. Significant/ Material orders passed by the Regulator or Court or Tribunals:

There have been no significant/material orders passed by any regulator or court or tribunal which would impact the going concern status of the company and its future operations.

21. Material Changes and Commitments, if any, 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 the Report:

There have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

22. Details in respect of the Adequacy of Internal financial controls with Reference to the Financial Statements:

Your Company has in place adequate internal control system (including internal financial control system) commensurate with the size of its operations. The company has adequate internal financial control backed by sufficient qualified staff, system software and special softwares. The company has also an internal audit system by the external agency.

23. Confirmation regarding Compliance with the Maternity Benefit Act, 1961:

As on March 31, 2025, the Company has two female employees on its rolls. However, during the year, there was no instance of any benefit under the Maternity Benefit Act, 1961, being availed by any of the female employees of the Company.

The Company affirms that it adheres to the provisions of the Maternity Benefit Act, 1961, and is committed to ensuring compliance with all applicable statutory requirements related to maternity benefits, including maternity leave, benefits during the period of absence, and protection of employment. The Company remains dedicated to providing a safe, inclusive, and supportive work environment for all its employees.

24. The Details Relating to Deposits Covered under Chapter V of the Act, 2013:

The Company is a non-deposit taking Category-B,NBFC Company registered with the Reserve Bank of India. Therefore, provisions of section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014,is not applicable to the company. Further the Company has not accepted any deposit in contravention of the provisions of the Companies Act, 2013 as well as RBI directions.

25. Non-Performing Assets and Provisions:

The company has ascertained Non-Performing Assets under Non-Banking Financial (Non- Deposit accepting or holding) Companies Prudential norms (Reserve Bank) Directions, 2007, as amended from time to time, and made adequate provisions there against. The company did not recognize interest in income on such Non-Performing Assets. The Company has not written off any unrecoverable amount as bad debts during the year (Previous year: Nil)

26. Compliance of RBI Guidelines:

The company continues to comply with all the requirements prescribed by the RBI for the NBFC Companies from time to time.

27. Compliance with Secretarial Standards:

Your Company is in compliance with the Secretarial Standards specified by the Institute of Company Secretaries of India.

28. Corporate Governance and Management Discussion and Analysis:

Regulation 34 read with Schedule V of SEBI (LODR) Regulations, 2015 and the Companies Act, 2013, the corporate governance report, management discussion and analysis report, certificate from Practicing Company Secretary regarding non disqualification, debarred for being appointment or continue to be appointed and the auditors certificate regarding compliance of conditions of corporate governance is enclosed herewith as per Annexure - A.

29. Disclosure of Codes, Standards, Policies and compliances there under:

a) Know Your Customer and Anti money laundering measure policy

Your company has a Board approved Know Your Customer and Anti Money Laundering Measure Policy (KYC and AML Policy) in place and adheres to the said policy. The said policy is in line with the RBI Guidelines.

The Company has also adhered to the compliance requirement in terms of the said policy including the monitoring and reporting of cash and suspicious transactions. No cash transactions of thevalue of more than Rs.10,00,000 /- or any suspicious transactions whether or not made in cash noticed by the company in terms of the said policy.

b) Fair Practice Code:

Your company has in place a Fair Practice Code (FPC), as per RBI Regulations, which includes guidelines from appropriate staff to conduct when dealing with the customers and on the organizations policies vis-a-vis client protection. Your company and its employees duly complied with the provisions of FPC.

c) Code of Conduct for Board of Directors and the Senior Management Personnel:

Your company has adopted a code of conduct as required under Regulation 17 of SEBI (LODR) Regulations 2015, for its members of the Board of Directors and the senior management personnel. The code requires the directors and employees of the company to act honestly, ethically and with integrity and in a professional and respectful manner. The certificate of Management is attached with the Report in the Corporate Governance section.

d) Code for Prohibition of Insider Trading Practices:

Your company has in place a code for prevention of insider trading practices in accordance with the model code of conduct, as prescribed under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended and has duly complied with the provisions of the said code.

e) Whistle blower policy & Vigil Mechanism:

Pursuant to the provisio ns of section 177(9) and (10) of the Companies Act, 2013 read with rule 7 of Companies (Meeting of Boards and its Powers) Rules, 2014 and Regulation 22 of SEBI (LODR) Regulations, 2015, the company had adopted a whistle blower policy which provides for a vigil mechanism that encourages and supports its directors and employees to report instances of unethical behavior, actual or suspected, fraud or violation of the companys code of conduct policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the chairman of audit committee in exceptional cases. Policy of the Whistle Blower of the Company has been given at the website of the company at https://www.admanumfinance.com/

Whistle%20Blower%20Policy%20&%20Vigil%20Mechanism.pdf and attached the same as Annexure C to this report.

f) Prevention, Prohibition and Redressal of Sexual Harassment of women at workplace:

Your Company has zero tolerance for sexual harassment at workplace. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the rules framed there under. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (Act) and Rules made there under, your company has constituted Internal Complaints Committees (ICC). Statement showing the number of complaints filed during the financial year and the number of complaints pending as on the end of the financial year is shown as under:

Category	No. of complaints pending at the beginning of F.Y. 2024-25	No. of complaints filed during the F.Y. 2024-25	No. of complaints pending as at the end of F.Y. 2024-25	No. of complaints pending over 90 days
Sexual Harassment	Nil	Nil	Nil	Nil

Since, there was no complaint received during the year which is appreciable as themanagement of the company endeavor efforts to provide safe environment for thefemale employees of the company.

Total Strength of the Employees as on 31 st March, 2025 is as follows:-

Particulars	Permanent
Male	6
Female	2
Transgenders	0

g) Nomination, Remuneration and Evaluation Policy (NRE Policy):

The Board has, on the recommendation of the nomination and remuneration committee framed a Nomination, Remuneration and Evaluation Policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors and, or senior management personnel of the company, along with the criteria for determination of remuneration of directors, KMPs and other employees and their evaluation and includes other matters, as prescribed under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company has been given at the website of the Company at https://www.admanumfinance.com/Nominatin%20&%20Remunaration%20Policy.pdf .The details of the same are also covered in the Corporate Governance Report forming part of this Annual Report.

h) Related Party Transactions Policy:

The related party transaction policy formulated by the company defines the materiality of related party and lays down the procedures of dealing with related party transactions. The details of the same are posted on the Company website at https:/ /www. admanumfinance.com/AMFL%20RPT%20Policy.pdf

All Related Party Transactions are placed before the Audit Committee and were duly approved as may be required.

i) Policy of company for the appointment of Directors and their remuneration:

Policy of company for the appointment of Directors and their remuneration is hosted on the website ( www.admanumfinance.com ) of the company as per the requirement of the section 178 of the Company Act, 2013.

30. Details about the Policy Developed and Implemented by the Company on CSR (Corporate Social Responsibility) Initiatives taken during the Year:

During the financial year ended 31 st March 2025, the Company has incurred net CSR expenditure of Rs. 12,35,080 (Rupees Twelve lacs Thirty Five Thousand Eighty Only) towards CSR Activities against obligation of Rs. 12,35,079 (Rupees Twelve lacs Thirty Five Thousand Seventy Nine Only) pursuant to the provisions of Section 135(5) of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR (Corporate Social Responsibility) policy of the Company can be accessed on the website of the company at following link:

https://www.admanumfinance.com/CSR%20Policv%20AMFL%2020JAN25.pdf

The Annual report on the CSR activities undertaken during the financial year ended 31 st March 2025 in accordance with provisions of section 135 of the Companies Act 2013 read with rule 8 of companies (corporate social responsibility policy Rules 2014 is enclosed herewith as per Annexure -D

31. Statement indicating the Manner in which Formal Annual Evaluation has been made by the Board of its Performance and that of its Committees and Individual Directors:

The Performance evaluation was conducted for evaluation of the Board, Chairman of the Board and Committees, Executive Directors and Independent Directors of the Company for the financial year 2024-25 as per provisions of the Companies Act, 2013 and requirements of SEBI (LODR) Regulations, 2015.

The Nomination and Remuneration Committee has devised criteria for evaluation of the performance of the Board, its committees, and Directors including Independent Directors whichinter-alia includes attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter-se board members, effective participation, domain knowledge, compliance which code of conduct, vision, and strategy. The Board, on the recommendation of the Nomination and Remuneration Committee carried out an annual performance evaluation of the Board, Committees, and Individual Directors.

The report on performance evaluation of the Individuals Directors was reviewed by the Chairman of the Board and feedback was given to Directors.

Pursuant to the provisions of the Companies Act, 2013 read along with their rules and Regulation 25(4) of SEBI (LODR) Regulations 2015, an Annual Performance evaluation of the Board, the directors individually as well as the evaluation of the working of the board committees including audit committee and other committees of the Board of Directors of the company was carried out during the year and is covered under the Corporate Governance Report forming part of this annual report.

32. Particulars of Employees:

The ratio of the remuneration of each director to the median employees remuneration and other details in terms of u/s 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report and is annexed as per Annexure -E .

The Company has only 7 (Seven) employees on 31 st March, 2025 and the particulars thereof in terms of remuneration drawn as per rule 5(2) read with rule 5(3) of Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed with the report as Annexure- F .

There are certain employees in the company who were in receipt of remuneration in excess of that drawn by one of the whole-time directors. However, the said employeealong with her spouse and dependent children is not holding more than 2% of the Equity shares of the company. Therefore, the disclosure under rule 5 of Companies (Appointment and remuneration of Managerial Personnel) Rule, 2014 is not required.

Further, there is no employee drawing remuneration of Rs. 8.50 Lakhs per month or Rs. 102.00 Lakhs per year, therefore, the disclosure of particulars of employees as required u/s 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the Company.

33. Details in Respect of Fraud Reported by Auditors under Section 143(12) of the Companies Act, 2013 other than those which are Reportable to the Central Government:

During the year under review, Auditors have not reported, any instances of fraud committed against your Company by its officers and employees to the Board, details of which would need to be mentioned in the Boards Report under section 143(12) of the Companies Act, 2013.

34. Provision of voting by electronic means:

Your Company is providing E-voting facility under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The Ensuing AGM will be conducted through Video Conferencing/ OVAM, and nophysical meeting will be held, and your company has made necessary arrangements with CDSL to Provide facility for Remote E-Voting and E-voting at AGM. The details regarding E-Voting facility are provided with the notice of the Meeting.

35. Details of Application or Proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year along with their Status as at end of Financial Year:

A. Details of application filed against the Company during the financial year under review:

The Board confirmthat neither any application is filed nor proceeding is pending against the company under section 7, 9 or 10 of the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

B. Details of application filed by the Company against the Corporate Debtors during the financial year under review:

The Board confirms that neither any application is filed by the Company nor proceeding is pending in the matter of application is filed by the Company u/s 7 of the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

36. General Disclosure:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these matters or were not applicable to the Company during the year under review:

a. The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme;

b. Your Company has neither announced any Corporate Action (buy back of securities, payment of dividend declared, mergers and de-mergers, split and issue of any securities) nor failed to implement or complete the Corporate Action within prescribed timelines.

c. There were no voting rights exercised by any employee of the Company pursuant to section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.

d. There was no instance of one-time settlement with any Bank or Financial Institution.

e. There is no requirement to conduct the valuation by the bank and no valuation done at the time of one-time Settlement during the period under review;

f. There were no revisions in the Financial Statement and Boards Report.

g. The company has not given any commission to WTD during the period under review.

37. Acknowledgements:

Your directors express their deep sense of gratitude to the banks, stakeholders, business associates, Central and State Governments for their co-operation and support and look forward to their continued support in future.Your directors place on record their sincere appreciation to all KMPs/employees of the Company for their unstinted commitment and continued contribution to the Company. We applaud them for their superior levels of competence, dedication and commitment to your Company.

CIN: L52520MP1986PLC003405
Registered Office:
	By Order of the Board
Agarwal House,
	Ad-Manum Finance Limited
5, Yeshwant Colony,
Indore (MP) 452003
Place: Indore	Sanjeev Sharma	Dharmendra Agrawal
Date : August 2, 2025	Whole-time Director	Whole-time Director & CEO
	DIN: 07839822	DIN: 08390936