Aneri Fincap Ltd Directors Report

To,

The Members,

Aneri Fincap Limited.

Your directors are pleased to submit the 33^rd Annual Report of the Company together with Standalone Audited Financial Statements along with Independent Auditors Report for the financial year ended 31^st March, 2023.

FINANCIAL RESULTS

The summary of the Companys financial performance for the financial year 2022 - 2023 as compared to the previous financial year 2021 - 2022 is given below:

(in Rs)

Particulars	Year ended 31/03/2023	Year ended 31/03/2022
Revenue from Operations	190.32	634.22
Revenue from Other Income	-	-
Total Revenue	190.32	634.22
Total Expenses	1158.55	1145.31
Profit / (loss) before exceptional items and tax	-968.23	-511.08
Exceptional Items	-	-
Profit / (loss) before tax	-968.23	-511.08
Tax expense:
(1) Current tax	-	-
(2) Deferred tax	-0.19	-
(3) Excess/ Short Provision of Tax	-	-
Profit / (Loss) for the period from continuing operations	-968.04	-511.08
Profit/ (loss) from discontinued operations	-	-
Tax expense of discontinued operations	-	-
Profit/ (loss) from discontinued operation	-	-
Profit/ (loss) for the period	-968.04	-511.08
Other Comprehensive income		-
Total Comprehensive Income for the period (Comprising Profit (Loss) and Other Comprehensive Income for the period)	-968.04	-511.08
Earnings per equity share (for discontinued and continuing operation)
(1) Basic	-1.70	-0.28
(2) Diluted	-1.70	-0.28

*Note: Figures of the financial year 2022-2023 are re-grouped or re-classified

HIGHLIGHTS

During the year, your Company has income of Rs. 190.32 (Rs. In lakhs) /- including other income as compared to Rs. 634.22 (Rs. In lakhs) /- in the previous year. The Net loss after tax was Rs. -968.04 (Rs. In lakhs) /- against the Net Loss of Rs. 511.08 (Rs. In lakhs) /- in the previous year.

DIVIDEND

To conserve the resources for future business requirements of the Company, your directors do not recommend any payment of dividend for the year under review.

AMOUNTS TO BE TRANSFERRED TO RESERVES

During the year the Company has not proposed to transfer any amount to the General Reserve of the Company.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public falling within the ambit of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. Since the Company has not accepted any deposits during the financial year 2022-2023, there has been no non compliance with the requirements of the Act.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

During the year under review, there were no such companies which have become or ceased to be Subsidiaries/ Joint Venture/ Associate Companies.

UNPAID / UNCLAIMED AMOUNTS TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, the company is not required to transfer any amount to Investor Education and Protection Fund.

SHARE CAPITAL

The Companys paid up Equity Share capital continues to stand at Rs. 30,13,1000 / - as on March 31, 2023. During the year, the company has not issued any shares or convertible securities. The Company does not have any Scheme for issues of shares including sweat equity to the employees or Directors of the Company.

CREDIT RATING

The Company is not required to obtain any credit rating from any credit rating agencies.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The members of the Companys Board of Directors are eminent persons of proven competencies and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the company and devote adequate time to the meetings. The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, industry experience and gender which will help the Company to retain its competitive advantage.

During the year, Mr. Lalit Durgeshbhai Kumawat and Mr. Shreyansh Chandrakant Shah was appointed as Director on the Board of the Company w.e.f. May 10, 2022.

POLICIES ON DIRECTORS APPOINTMENT AND REMUNERATION

The policies of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act is appended as Annexure A to this Report. The web address where the policy is uploaded is www.anerifincap.com

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS

There are no significant and material orders passed by the regulators or others.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitment affecting the financial position of the Company up to the date of approval of this report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory Auditors of the Company as well as the Internal Auditors of the Company and cover all offices and key business areas.

BOARD COMMITTEES

Your Company has following Committees of Board, viz,

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

Details of all the 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.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Companies Act, 2013 and Rules made there under, the Company is not required to constitute CSR Committee, neither the company is required to comply with any of the provisions of Section 135 of the Companies Act, 2013 and Rules made there under.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the Act with respect to Directors Responsibility Statement, your Directors hereby confirm that:

> in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures are made;

> appropriate accounting policies have been selected and applied consistently and estimates and judgments made 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 that period;

> proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of Act have been taken for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

> the annual accounts have been prepared on a going concern basis; and

> Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditors

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 (‘the Act) read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, M/s. ADV & Associates, Chartered Accountants, Mumbai, with registration number 019681N, were appointed as Statutory Auditors of the Company from the conclusion of the Thirty-First Annual General Meeting till the conclusion of the Thirty-Sixth Annual General Meeting of the Company.

COMPOSITION OF AUDIT COMMITTEE

The Composition of the Audit Committee is as per the provisions of Companies Act, 2013. PARTICULARS OF CONTRACT OR ARRANGEMENT RELATED PARTIES.

In line with the requirements of the Companies Act, 2013 and Listing Regulations, the company has formulated a Policy on Related Party Transactions as approved by the Board of Directors which is also available on the Companys website and the same is considered for the purpose of identification and monitoring Related Party transactions.

During the year under review, the Company has not entered into any material contracts or arrangement with its related parties referred to in Section 188(1) of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act, and Rules 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been annexed to this Report and marked as Annexure F.

Details of employee remuneration as required under provisions of Section 197 of the Act, and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of this report. As per the provisions of section 136 of the Act, the report and financial statements are being sent to the members of your Company and others entitled thereto, excluding the statement on particulars of employees. Copies of said statement are available at the registered office of the Company during the designated working hours from 21 days before the Annual General Meeting till date of the Annual General Meeting. Any member interested in obtaining such details may also write to the corporate secretarial department at the registered office of the company.

BOARD EVALUATION

Your Company has devised a Policy for determining qualifications, positive attributes of Directors, performance evaluation of Independent Directors, Board, Committees and other individual Directors which also include criteria for performance evaluation of the non-executive directors and executive directors. While appointing and re-appointing Independent Directors, the Board ensures that there is appropriate balance of skills, experience and knowledge to enable the Board to discharge its functions and duties effectively.

In accordance with the provisions of Companies Act, 2013 and Regulation 17(10) of SEBI (LODR) Regulations, 2015, the evaluation process for the performance of the Board, its committees and individual Directors was carried out internally. The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning etc..

FAMILIARIZATION OF INDEPENDENT DIRECTORS

The Company familiarizes its directors including independent directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through on various programs.

DECLARATION BY INDEPENDENT DIRECTORS

The provisions of Section 149(6) of the Companies Act, 2013, are duly complied with. CHANGE IN THE NATURE OF BUSINESS

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

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR.

No new independent directors had been appointed during the year. In case of existing Independent Directors on the board of the company, the Board of Directors of the company is of the opinion that the existing Independent Directors have adequate Integrity, Expertise and Experience (Including the Proficiency) as required under the provisions of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 forms part of the Notes to the Financial Statements provided in this Annual Report.

RISK MANAGEMENT SYSTEM

In todays economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor & take precautionary measures in respect of the events that may pose risks for the business. The Board & Audit Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis by keeping Risk Management Report before the Board & Audit Committee periodically.

REPORTS ON CORPORATE GOVERNANCE

The provisions of Regulation 17 to 27, Regulation 46 (2) (b) to (i) and Schedule V Para C, D, and E of SEBI LODR Regulations, 2015, is not applicable to the Company.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed review of the growth of the company, operations, performance vis-a-vis industry growth and outlook of the Company and its business is given in the Management Discussion and Analysis appearing as Annexure C to this Report and it also covers economic factors that impacted the growth of the business during the year under review.

NUMBER OF BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on the Companys policies and strategy apart from other Board matters. During the year the board of directors met 5 (Five) times.

The intervening gap between the two board meetings did not exceed 120 days.

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, Annual Return has been placed on the website of the company. The web address where the extract of annual return is uploaded is www.anerifincap.com

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

a. Conservation of Energy

The details pertaining to Conservation of Energy has been annexed herewith and marked as Annexure E.

b. Technology Absorption

The details pertaining to Technology Absorption has been annexed herewith and marked as Annexure E.

c. Foreign Exchange Earnings And Outgo

During the financial year 2022-2023, the company has not earned any Foreign Exchange in terms of actual inflows and the Foreign Exchange outgo in terms of actual outflows.

LISTING OF SHARES OF THE COMPANY

The Equity Shares of your Company continue to remain listed on BSE Limited.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behaviour of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The details of the said Policy are included in the Report on Corporate Governance which forms part of the Annual Report.

During the financial year 2022 - 2023, no cases under this mechanism were reported in the Company.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS.

During the Financial Year 2022 - 2023, your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

REPORTING OF FRAUD

The Auditors have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013, other than those which are reportable to the Central Government.

MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, and accordingly such accounts are not made and maintained by the Company.

POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2022 - 2023, no cases in the nature of sexual harassment were reported at our workplace of the Company. Further, the company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

The Chief Executive Officer and Chief Financial Officer Certification as required under regulation 17(8) of the Listing Regulation and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report marked as Annexure E.

GENERAL DISCLOSURE

Your directors state no disclosure or reporting is required in respect of the following items as there were no

transactions on these items during the year under review:

1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

2. Issue of Equity Shares (including Sweat Equity Shares) to employees of your Company, under any scheme.

3. Your Company has not resorted to any buy back of its Equity Shares during the year under review.

4. Your Company does not have subsidiaries. Hence neither the Managing Director nor any other Directors of your Company received any remuneration or commission during the year, from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and your Companys operations in future.

6. During the year, there is no application made or any proceedings pending under The Insolvency and Bankruptcy Code, 2016.

7. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof. Not Applicable.

CAUTION STATEMENT

The Boards Report and Management Discussion & Analysis may contain certain statements describing the Companys objectives, expectations or forecasts that appear to be forward looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company is not obliged to update any such forward-looking statements. Some important factors that could influence the Companys operations comprise economic developments, pricing and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relations.

ACKNOWLEDGEMENTS

The Directors express their sincere gratitude to the BSE Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, National Securities Depository Limited, other government and regulatory authorities, financial institutions and the bankers of the Company for their ongoing support.

The Directors also place on record their sincere appreciation for the continued support extended by the Companys stakeholders and trust reposed by them in the Company. The Directors sincerely appreciate the commitment displayed by the employees of the Company resulting in satisfactory performance during the year.

By order of the Board of Directors For Aneri Fincap Limited

SD/-

Mrs. Leena Krishnan Kavassery

Chairman cum Managing Director DIN - 07532213

Date: September 7, 2023 Place: Mumbai

NOMINATION AND REMUNERATION POLICY OF

ANERI FINCAP LIMITED

1. Purpose and Objectives:

Human Resource is the most valuable asset of an organization. The Remuneration and Nomination Committee has been established by the Board. This policy has been formulated in order to pay equitable remuneration to the officers of the Company. Its primary function is to assist the Board in fulfilling its responsibilities in relation to compensation of the Companys officers and in the search for and evaluation of potential new Directors and by ensuring that the size, composition and performance of the Board is appropriate for the scope of the Companys activities. The Committee has overall responsibility for evaluating and recommending to the Board remuneration policy and practice, which is consistent with and supports the strategic direction and objectives of the Company.

In performing its duties, the Nomination and Remuneration Committee shall have direct access to the resources of the Company as it may reasonably require and shall seek to maintain effective working relationships with management.

2. Purpose and Objectives:

a. To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director (Executive/Non-Executive) and recommend to the Board policies relating to the remuneration of Directors, Key Managerial Personnel.

b. To formulate the criteria for evaluation of performance of all the Directors on the Board;

c. To devise a policy on Board diversity;

d. The policy also addresses Committee member qualification, Committee member appointment and removal, Committee structure and operation and committee reporting to the Board;

3. Membership and Meetings:

The following are the membership and meeting requirements of the Nomination and Remuneration Committee (the ‘Committee):

a. The Committee should consist of three or more non-executive directors out of which at least one half shall be independent director.

b. The member Directors shall have the right to attend all meetings of the Committee at their own election.

c. Election and removal of members by the Board shall be by majority vote.

d. The duties and responsibilities of the members of the Committee are in addition to those as a member of the Board of Directors.

e. The Committee shall meet as per the requirement.

f. The Committee may invite the Chief Executive Officer/Managing Director (or equivalent), Chief Financial Officer (or equivalent) and other members of management to attend each meeting (though not necessarily for all the agenda). The Board shall appoint an executive as Secretary to the Committee.

The Secretary, in conjunction with the Chairperson, is responsible for setting the meeting schedule for the year, circulating the meeting agenda and supporting material to all committee members and management representatives prior to each meeting. Normal committee distribution requirements for minutes, agendas and supporting material will apply.

4. Nomination and Remuneration Committee Responsibilities Nomination:

NOMINATION

The responsibilities of the Nomination and Remuneration Committee:

(a) Review and make recommendations to the Board on the :

• Appointment and Removal of Directors;

• Directors Development and Succession Planning;

• Size, Skills and Composition of the Board.

(b) Evaluate and make recommendations to the Board regarding the Boards performance. REMUNERATION

(a) Review the competitiveness of the Companys executive compensation programs to ensure that::

• the Company is able to attract and retain suitably qualified executives;

• executives are motivated to achieve the Companys business objectives; and

• the interests of key employees are aligned with the long-term interests of shareholders.

(b) Ensure that the company develops and implements appropriate programs in the following areas:

• Recruitment, retention and termination of employment;

• Senior management and staff development and succession planning;

• Performance appraisal of employees;

• Remuneration of employees including Non-executive Directors and Executive Directors

• Short term and long term incentive plans for employees;

• Employee superannuating arrangements

(c) Make recommendations to the Board in relation to:

• the annual performance targets for Executive Directors and senior executives reporting to the CEO/MD;

• the assessment of the performance of Executive Directors and senior executives reporting to the CEO/MD;

• the annual remuneration of Executive Directors and senior executives reporting to the CEO/MD;

• the annual remuneration assumptions and budget for the organization.

(d) Review and make recommendations to the Board regarding:

• Non-executive Directors fees;

• Renewal/termination of senior executive service contracts;

• Directors & Officers Liability insurance cover.

GENERAL

• Committee meetings and report the Committees actions to the Board with appropriate recommendations.

• Provide a statement for inclusion in the annual report that describes the Committees Composition and how its responsibilities were discharged

• Have the authority to conduct or authorize investigations into any matters within the Committees scope of responsibility. The Committee has the ability to retain independent counsel, professional advisors, or others to assist it in the conduct of any investigation.

• Review and update the Committees Charter for approval by the Board.

• Perform such other functions as assigned by the Board.

COMMITTEE PERFORMANCE

The Board will from time to time evaluate the performance of the Committee to determine whether it is functioning effectively by reference to its Charter and to current best practice.