Anupam Finserv Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting their 34th Annual Report along with the Audited Financial Statements, for the financial year ended March 31st, 2025.

Financial Results

The financial performance of the Company for the year ended March 31st, 2025 is summarized below:

(in Rs. In ‘000)

Particulars	Financial Year 2024-25	Financial Year 2023-24
Total Income	37,473.33	32,054.06
Total Expenses	30,689.60	19,596.15
Gross Profit	6,783.73	12,547.92
Profit Before Interest, Depreciation & Taxation	13,786.64	20,374.53
Net Profit after Tax	5,070.72	9,373.02

Performance

Your Company has incurred a decline of 45.90 % in Net Profit after tax over the previous financial year.

Deposits

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

Dividend & Reserves

The Directors did not recommend any dividend for the Financial Year ended 31st March, 2025.

During the year under review, no transfers were made to General Reserves except Profit for year. However Rs.10.14 lacs transferred to Special Reserve Account as per NBFC Regulations.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

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

Change in the Nature of Business

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

Internal Financial Control

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

Subsidiary/Joint Ventures and Associates

Your Company has no joint ventures, subsidiaries, associates.

Industrial Relations

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

Statutory Auditor

M/s CGCA & Associates LLP (FRN: 123393W) are appointed as the Statutory Auditors to hold office for 5 consecutive years from the conclusion of 33rd Annual General Meeting held for the F Y 2023-2024 until the conclusion of 38th Annual General Meeting to be held for the FY 2028-2029.

Statutory Auditors Report

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

Cost Auditors Report

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

Secretarial Audit

The Company had appointed M/s. Kushla Rawat & Associates, Company Secretary in Practice (C.P. No 12566) to undertake the Secretarial Audit of the Company for the F.Y. 2024-2025. The Secretarial Audit Report is included as “Annexure A” and forms an integral part of this report. The observation contained in the audit report is self-explanatory and does not call for any further comments.

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules made there under the Company proposes to appoint M/s. Kushla Rawat & Associates, Company Secretary in Practice (C.P. No 12566) to undertake the Secretarial Audit of the Company for a period of 5 consecutive years from F.Y. 2025-2026 to F Y 2029-2030.

Share Capital

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

During the year under review the Company has allotted 741,30,250 Equity Shares on Rights basis in the Ratio 1:1 @ Rs 1.75/- per equity share.

During the year under review your Company has not issued:

A) Equity Shares with Differential Rights B) Sweat Equity Shares C) Employee Stock Options

Extract of Annual Return

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

Conservation of Energy and Technology Absorption

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

(A) Conservation of Energy

i. The steps taken or impact on conservation of energy: As the Company is not engaged in any manufacturing activity the conservation of energy is relatively low. ii. the steps taken by the company for utilizing alternates source of energy: NIL iii. the Capital Investment on energy conservation equipments: NIL

(B) Technology Absorption i. the efforts made towards technology absorption: NIL ii. the benefits derived like product improvement, cost reduction, product development or import substitution: NIL

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

(b) Year of Import: NIL

(c) Whether technology has been fully absorbed: NIL

(d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof: NIL iv. The expenditure incurred on Research and Development: NIL

Foreign Exchange Earning and Outgo

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

Corporate Social Responsibility

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

Directors and Key Managerial Personnel

A) Changes in Directors

During the year under review the tenure of Mr. Darshan Jajal (DIN: 02875401), Independent Director expired on 26-08-2024. Mr. Mitesh Chheda (DIN: 10005081 was appointed as Additional Director on 14-08-2024 and Independent Director on 29-09-2024.

B) Changes in Key Managerial Personnel

During the year under review, Mr. Siddharth Gala was appointed as Chief Executive Officer of the Company on 14-08-2024.

C) Declaration by Independent Directors:

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

D) Board Evaluation :

Pursuant to the provisions of the Companies Act, 2013, for the purpose of evaluating the performance of the Board as a whole, a structured questionnaire was prepared covering various aspects of the Boards functioning, composition of the Board and its committee, execution and performance of specific duties, obligations and the same was circulated amongst the Board of Directors for their feedback. The Board of Directors expressed their satisfaction with the evaluation process. Further, in compliance with Regulation 25(4) of SEBI (LODR) Regulations, Independent Directors also evaluated the performance of Non Independent Directors at a separate meeting of the Independent Directors.

Number of Meetings of Board of Directors

During the year Board duly met 5 (Five) Times. The details of the number of meetings of the Board held during the Financial Year 2024-2025 along with attendance of directors, forms a part of the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and SEBI (LODR) Regulations.

Audit Committee

The composition of the Audit Committee and the number of Audit Committee meetings held during the Financial Year 2024-2025 forms a part of the Corporate Governance Report.

Vigil Mechanism for Directors and Employees

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

Nomination and Remuneration Committee

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

Particulars of Loans, Guarantees or Investments u/s 186 of the Companies Act 2013

The Company has not given any guarantee or security in connection with any loan to any other body corporate or person in contravention of section 186 of the Companies Act 2013. Details of Loans and Investments made by the Company as on 31st March 2025, forms the part of Notes to accounts.

Related Party Transaction

The transactions entered into by the Company with Related Parties are at Arms Length Price and in ordinary course of business. Particulars of transactions entered into with related party are included as “Annexure B” in form AOC - 2. The disclosures with regards to related party transactions of the Company also form a part of the notes to financial statements under the head “Note 37 Related Party Transactions“

Policy on Directors Appointment and Remuneration

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

Corporate Governance

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

Listing

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

Risk Management Policy

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

Remuneration of Directors, Key Managerial Personnel and Particulars of Employees

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

Directors Responsibility Statement

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013:

1. That in preparation of the Annual Accounts for the year ended 31st March 2025, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the company for the year ended on that date;

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

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

5. That the directors had laid down Internal Financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

Management Discussion and Analysis Report

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

Significant and material orders passed by the regulators or courts

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

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

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

Cautionary Statement

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

General

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

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

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

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

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

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

Acknowledgements

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

By Order of the Board of Directors

For ANUPAM FINSERV LIMITED

SD/-

Pravin Gala

Chairperson and Whole Time Director

DIN: 00786492

Mumbai, 13th May, 2025