Asit C Mehta Financial Services ltd Directors Report

Dear Members,

The Board of Directors are pleased to present the 41st Annual Report of the Company along with the Audited Financial Statements for the financial year ended March 31, 2025.

Financial Results

The Companys financial performance (standalone and consolidated) for financial year ended on March 31, 2025 is summarised as below:

( in Lakh)

Particulars		Standalone	Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	416.05	461.77	7,264.08	4,239.88
Other income	251.51	85.32	522.16	469.15
Total income	667.56	547.09	7,786.24	4,709.03
Total Expenses (Excluding	162.35	237.16	6,849.13	4,545.14
Depreciation & Finance Cost)
Profit / loss before Depreciation/	505.21	309.93	937.11	163.89
Finance Cost and tax expenses
Less: Finance Cost	669.48	693.55	1,002.36	1,110.71
Less: Depreciation	117.40	116.86	209.67	162.24
Profit/(loss) before tax	(281.67)	(500.48)	(274.32)	(1,109.06)
Tax Expense
Current Tax	-	-	-	-
Deferred Tax	-	-	1.92	(2.01)
MAT credit entitlement	-	-	-	-
Prior Period tax	0.06	1.80	0.06	4.08
Profit /(Loss)after Tax Carried to Balance Sheet	(281.73)	(502.28)	(276.30)	(1,111.33)
Paid up Equity Share Capital	824.6	824.6	824.6	824.6
EPS (Equity Shares of Rs. 10/- each)	(3.42)	(8.82)	(3.35)	(19.51)
Basic & Diluted (in Rs.)

State of Companys Affairs

Standalone:

On a standalone basis, your Companys gross earnings increased to Rs. 667.56 lakh from Rs. 547.09 lakh as compared to previous year. The year ended with a loss of Rs. 281.73 lakh as compared to loss of Rs. 502.28 lakh in the previous year.

The Company has let out its office premises on lease/ leave and license basis to Group Companies. The Company has earned a revenue of Rs. 115.36 lakh from its investment activities.

Consolidated:

On a consolidated basis, the gross revenue increased to Rs. 7786.24 lakh as compared to Rs. 4709.03 lakh in the previous year and loss at Rs. 276.30 lakh as against loss of Rs. 1111.33 lakh in the previous year.

Pursuant to Section 136 of the Companies Act, 2013 (“The Act”), the audited financial statements, including the Consolidated Financial Statements and related information of the Company and the separate financial statements of each of the subsidiary companies, are available on the Companys website at http://acmfsl.com/Home/InvestmentInformation#,Any member desirous of inspecting or obtaining copies of the audited financial statements, including the CFS, may write to the Company Secretary at cs@acm.co.in A List of Subsidiary Companies is provided in the notes to Consolidated Financial Statements (“CFS”). The financial performance of the Companys Subsidiaries for the financial year ended March 31, 2025 is provided below:

i. Asit C Mehta Investment Interrmediates Limited (“ACMIIL”)

ACMIIL is a material subsidiary of the Company, engaged in providing a wide range of financial services including Broking, Research & Analysis and the distribution of Portfolio Management Services (PMS), Mutual Funds and other financial products. It is a highly trusted name in the Indian financial services industry and a reputed corporate member of both the Bombay Stock Exchange (BSE) and the National Stock Exchange of India (NSE). ACMIIL is also a registered Depository Participant (DP) with the Central Depository Services (India) Limited (CDSL).

Established in 1983, ACMIIL has grown into a prominent brand in the online trading space. Over the past 42 years, it has assisted over 2 lakh customers in building their wealth through well-structured investment portfolios.

ACMIIL offers a variety of financial products, including: iBasket: A professionally curated collection of stocks developed using scientific investment approach. iBasket aims to ensure capital safety by selecting companies with strong balance sheets, foster capital appreciation by identifying undervalued opportunities, leverage long-term growth trends through thematic investing and uncover market inefficiencies by targeting under-the-radar sectors.

Portfolio Management Services (PMS): ACMIILs PMS offerings are managed by seasoned fund managers who tailor investment portfolios to meet individual financial goals. The investment strategy blends a scientific, data-driven approach with the value investing philosophies of renowned investors like Benjamin Graham and Warren Buffett. This dual approach helps in managing portfolio risk while identifying fundamentally strong, undervalued stocks with long-term wealth creation potential. The focus is to deliver meaningful value to investors who place their trust.

ii. Edgytal Fintech Investment Services Private Limited (“EDGYTAL”)

EDGYTAL, a Subsidiary of the Company is in the business of developing and maintaining FINTECH platform to support distribution of marketable Securities. The revenue of EDGYTAL was Rs. 3.66 Lakhs, with a net loss of Rs. 1.92 Lakhs.

Details of Material Changes from the end of financial year till the date of this Report

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2024-25 and the date of this report.

Management Discussion and Analysis Report

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), the Detailed Business Overview / an analysis of the Business and Financial Results is given in the Management Discussion and Analysis, which forms part of this Annual Report is annexed to the Report as Annexure - II.

Dividend

Your Directors have not recommended any Dividend.

Transfer to Reserves

During the financial year under review, your Company has not proposed to transfer any amount to the reserve.

Deposits

During the year under the review, your Company has not accepted any deposit from the public/members under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Subsidiaries, Associate and Joint venture

During the year under the review, your Company had the following Subsidiary Companies within the meaning of Section 2 (87) of the Act.:

i. Asit C Mehta Investment Interrmediates Limited ii. Edgytal Fintech Investment Services Private Limited

Your Company has no associate & joint venture companies.

Pursuant to the provisions of Section 129 (3) of the Act, a separate statement containg salient features of financial statements of Subsidiary Companies in Form AOC-1 is appended as an Annexure-I to this Report.

Directors and Key Managerial Personnel

As on March 31, 2025, the Board of Directors comprised of 6 (six) Directors, 4 (four) of which are Independent Director, 2 (two) Non-Executive Director Women Directors [Promoter(s) & Promoter(s) Group], Company Secretary & Compliance Officer and Manager & Chief Financial Officer (CFO).

Changes in Directors

i. Appointment of Directors: Independent Director

The Board of Directors of the Company at their meetings held on May 23, 2024 and June 29, 2024, based on the recommendations of the Nomination and Remuneration Committee, inter alia, approved the following appointments, respectively, on the Board of the Company: a. Mr. Suresh Kumar Jain (DIN: 05103064), appointed as an Additional (Non-Executive Independent) Director, for a period of Five (5) years commencing from May 23, 2024, and the same has been approved by the members of the Company on August 11, 2024 through postal ballot, through Special Resolution. b. Mr. Krishan Kumar Jalan (DIN: 01767702), appointed as an Additional (Non-Executive Independent) Director, for a period of Five (5) years commencing from June 29, 2024 and the same has been approved by the members of the Company on August 11, 2024 through postal ballot, through Special Resolution.

In the opinion of the Board, Mr. Suresh Kumar Jain and Mr. Krishan Kumar Jalan bring on board the required experience, integrity, expertise, and relevant proficiency which will add tremendous value to the Board in exercising their role effectively. The requisite declarations and eligibility confirmations under the provisions of the Act and the Listing Regulations were received from Mr. Suresh Kumar Jain and Mr. Krishan Kumar Jalan for considering their appointment as Independent Directors.

ii. Cessation of Independent Director

Mr. Pundarik Sanyal (DIN: 01773295), ceased to be an Independent Director of the Company upon completion of his second term on July 31, 2024.

The Board expressed its appreciation for the support and guidance provided by him during his tenure as an Independent Director of the Company.

iii. Resignation of Non-Executive Director

During the year under review, Mr. Asit C Mehta (DIN: 00169048), Non-Executive Director of the Company, tendered his resignation from the position of Director and Chairman of the Company, with effect from the close of business hours on October 29, 2024.

The Board expressed appreciation for the support and guidance provided by him during his tenure as a Chairman & Director of the Company.

iv. Liable to retire by Rotation and subsequent re-appointment

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Mrs. Deena Asit Mehta (DIN: 00168992), Non-Executive Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible offered herself for re-appointment. The resolution for the re-appointment of Mrs. Deena A. Mehta is being placed for the approval of the shareholders of the Company at the ensuing AGM. The required information as stipulated under Regulation 36 of the Listing Regulations and Secretarial Standard on General Meetings issued by ICSI, has been disclosed in the Annexure to the Notice of the AGM.

Key Managerial Personnel:

Mr. Binoy Dharod, Manager & CFO and Mr. Puspraj R. Pandey, Company Secretary & Compliance Officer, are the Key Managerial Personnel (“KMP”) of the Company in accordance with the provision of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Mr. Dharod was appointed as Manager of the Company by the Board w.e.f. February 08, 2024 for a period of Five (5) years which was approved by the members by passing Special Resolution on May 07, 2024 through Postal Ballot.

Directors Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act, the Board, to the best of their knowledge, belief and ability and explanations obtained by them, confirm that: 1. in the preparation of the Annual Financial Statements for the Financial Year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; 2. 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 March 31, 2025 and of the loss of the Company for that period; 3. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors had prepared the annual accounts on a going concern basis;

5. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and 6. 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.

Declaration of Independent Directors

Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Act and Regulation 25 (8) of the Listing Regulations, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct & Ethics.

Number of Board Meetings

During the year under review, 7 (Seven) meetings of the Board were held, the details of the Meetings have been given in the Corporate Governance Report, forming the part of this Annual Report.

Committees of the Board

The Company has constituted 3 (Three) committees namely Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. All the recommendations made by the Committees were accepted by the Board. A detailed note on the composition of the Board and its Committees, governance of committees including its terms of reference, number of committee meetings held during the financial year 2024-25, and attendance of the members, is also provided in the Report of Corporate Governance forming part of this Annual Report. During the year under review, Mr. Pundarik Sanyal, Independent Director of the Company, ceased to be a Director of the Company upon completion of his second term on July 31, 2024.. Your Company has re-constituted the committees w.e.f. August 02, 2024 as detailed below:

Audit Committee:

The Audit Committee presently comprises of Mr. Krishan Kumar Jalan (Chairman), Mr. Ambareesh Baliga, Ms. Madhu Lunawat and Mr. Suresh Kumar Jain.

Nomination and Remuneration Committee (NRC):

The NRC presently comprises of Mr. Ambareesh Baliga (Chairman), Mr. Krishan Kumar Jalan, Mrs. Deena Asit Mehta and Mr. Yagnesh Parikh.

Stakeholders Relationship Committee (SRC):

The SRC presently comprises of Mrs. Deena Asit Mehta (Chairperson), Mr. Krishan Kumar Jalan, Mr. Ambareesh Baliga, Ms. Madhu Lunawat and Mr. Suresh Kumar Jain.

Independent Directors Meeting

During the year under review, the meeting of Independent Directors was held on March 19, 2025 to review the performance of Board and to assess the quality, quantity and timeliness of the flow of information between the Management and the Board of the Company.

Annual Evaluation of Boards Performance, its Committees and Individual Directors

Pursuant to the provisions of section 134(3)(p) the Act and the Listing Regulations, the Board Members have carried out an annual performance evaluation of its own performance, the Directors individually as well as evaluation of its Committees. The Board and Nomination and Remuneration Committee reviewed the performance of Individual Directors, the Board as a whole, Committees of the Board and Chairman after taking into consideration feedback received from Directors and committee members. The evaluation was done on various parameters such as vision and strategy, participation, disclosures of interests, good governance, leadership skills, operations, business development, human resources development, corporate communication etc. The feedback received from Directors were then consolidated and placed before the Committee / Board for its evaluation. The Directors expressed their satisfaction with the evaluation process.

Policy on Directors Appointment and Remuneration and other Details

The Board has framed a Policy relating to the appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, Independence of Directors and other related matters as provided under Section 178 (3) of the Act, based on the recommendation of Nomination and Remuneration Committee. The details of this Policy have been disclosed in the Corporate Governance Report which forms part of this Report.

The weblink of the policy is as follows https://izadmin.investmentz.com/ACMFSLFILE/Nomination-Remuneration-Policy4688.pdf

Vigil Mechanism and Whistle Blower Policy

Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended from time to time) and Regulation 22 of the Listing Regulations, the Company has framed Vigil Mechanism/Whistle Blower Policy to enable Directors and employees to report genuine concerns or grievances, significant deviations from key management policies and report any non-compliance and wrong practices, e.g., unethical behaviour, fraud, violation of law, inappropriate behaviour/conduct etc.

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Directors or employees have been denied access to the Chairman Audit Committee of the Board. The weblink of the policy is as follows https://izadmin.investmentz.com/ACMFSLFILE/Whistle_Blower_Policy9383.pdf

Auditors i) Statutory Auditors and Auditors Report

Pursuant to the provisions of Section 139 of the Act read with the Companies (Accounts) Rules, 2014 (as amended from time to time), M/s. Manek & Associates, Chartered Accountants, were appointed as the Statutory Auditors of the Company by the Members at the 40th Annual General Meeting (“AGM”) of the Company held on Monday September 30, 2024 for a term of 3 (Three) years commencing from the conclusion of 40th AGM till the conclusion of 43rd AGM of the Company.

The Auditors have confirmed that they are not disqualified to continue as Auditors and are eligible to hold office as Auditors of the Company.

The Audit Committee reviews independence and objectivity of the Auditors and effectiveness of the audit process.

The Statutory Auditors Report issued by M/s. Manek & Associates, for the year under review does not contain any qualification, reservations, adverse remarks or disclaimer.

The Notes to Accounts referred to in the Auditors Report are self-explanatory, therefore, do not call for any further clarifications under Section 134(3)(f) of the Act.

ii) Internal Auditors

Pursuant to the provisions of Section 138 of the Act read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time), M/s. MAKK & Associates (FRN 117246W), Chartered Accountants, were appointed as the Internal Auditors of the Company by the Board of Directors at their meeting held on May 23, 2024 to conduct internal audit for the financial year 2024-25. The periodic reports of the said Internal Auditors are regularly placed before the Audit Committee along with the comments of the management on the action taken to correct any observed deficiencies on the working of the various departments.

iii) Secretarial Auditor and Secretarial Auditors Report

M/s. Hemanshu Kapadia & Associates, Practising Company Secretaries, was appointed as the Secretarial Auditor of the Company at the Board meeting held on May 23, 2024 for the financial year ended March 31, 2025. The Secretarial Auditor confirmed that the Company has complied with the applicable laws and that there are adequate systems and processes in your Company commensurate with its size and scale of operations to monitor and ensure compliance with the applicable laws. The Report of the Secretarial Auditor, pursuant to Section 204 of the Act, is provided in the Annexure III forming part of this Report which is self-explanatory and do not call for any further comments, except for following observations:

1. There is no independent director appointed in the material subsidiary namely Asit C Mehta Investment Interrmediates Ltd as required under Regulation 24(1) of the SEBI (LODR) Regulation, 2015. The Board of Directors of Asit C Mehta Investment Interrmediates Ltd at its meeting held on February 8, 2024 passed a resolution appointing Mr. Pundarik Sanyal as an Independent Director of the Company subject to the approval from Stock-Exchanges, which was not received till March 31, 2024. We have been informed that the said approval was pending due to pendency of application for fresh registration of the Company, as a stock broker pursuant to indirect change in control, as advised by the Stock Exchanges. Notably, the term of Mr. Pundarik Sanyal ended on July 31, 2024 and therefore the Company has complied with the same after approval of application for fresh registration by appointing Mr. Krishan Kumar Jalan and Mr. Suresh Kumar Jain Independent Directors of Listed entity on the Board of material subsidiary effective from December 11, 2024.

Explanation by Board of Directors:

The Board of Directors of the Material Subsidiary at its meeting held on February 08, 2024, has passed a resolution to appoint Mr. Pundarik Sanyal, (an Independent Director of the Company) as an independent Director of unlisted material subsidiary subject to approval of Stock-Exchanges (BSE & NSE) pursuant to SEBI (Stock Broking Regulations), Regulations, 1992 and approval from Stock-Exchanges was pending till March 31, 2024, due to pendency of application for fresh registration as a stock broker pursuant to indirect change in control, as advised by the Stock Exchanges.

Notably, the term of Mr. Pundarik Sanyal ended on July 31, 2024 and therefore the Company has complied with the same after receiving approval for fresh registration by appointing Mr. Krishan Kumar Jalan and Mr. Suresh Kumar Jain Independent Directors of Listed entity on the Board of material subsidiary effective from December 11, 2024.

2. As per SEBI (LODR) Regulations and BSE Vide Circular no. DCS/COMP/28/2016-17 30th March, 2017 and SEBI Master Circular No. SEBI/HO/CFD/ PoD2/CIR/P/2023/120 dated July 11, 2023, Listed entities are required to submit the Statement on Impact of Audit Qualifications for audit report with modified opinion or a Declaration for audit report with unmodified opinion (as applicable) in PDF and XBRL mode to the stock exchanges while submitting the annual audited financial results. Further Filing of Financial Results and Audit Qualifications for audit report with modified opinion or a Declaration for audit report with unmodified opinion under Regulation 33 of LODR in XBRL Mode within 24 hours of submission of results in PDF and the Company has not reported XBRL within 24 hours.

We have been informed that due to ambiguity in Regulation 33(3)(d), the managements interpretation was that the aforesaid provision shall be applicable in case of modified opinion only. However the Company received email from BSE vide dated June 05, 2024 for Non submission of Statement of Impact of Audit Qualifications or Declaration of unmodified audit report in XBRL for the year ended March 31, 2024. Thereafter the Company immediately filed the same with BSE in XBRL mode on June 06, 2024.

Explanation by Board of Directors:

The Company has submitted the disclosure to the Exchange on May 23, 2025 however, due to ambiguity in Regulation 33(3)(d) of the Listing Regulations, the interpretation was that it is applicable for modified opinion (i.e. if there is any qualification, observations in the Statutory Audit Report) and not for unmodified opinion, thereafter the Company received email from BSE on June 05, 2024 for Non-submission of Statement of Impact of Audit Qualifications or Declaration of unmodified Audit Report in XBRL for the year ended March 31, 2024 and on next day i.e. on June 06, 2024 the Company filed the same with BSE in XBRL mode.

3. As per SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31,2024, BSE Notice No. 20250113-56 dated January 13, 2025 and BSE Notice No. 20250113-56 dated January 13, 2025, the due date for filing of quarterly submissions related to the XBRL utility of Integrated Filing (Governance) and Integrated Filing (Financial) for the quarter ended December 31, 2024 was February 14, 2025 (being first quarterly filing). However, Company has submitted the same to Stock Exchange on February 20, 2025.

We have been informed that the managements interpretation was that the said regulation shall be applicable from Quarter ended December, 2024. However, the Company received an email from BSE on February 19, 2025 for Non-submission of Corporate Governance Report and/or Statement of Investor Complaints and/or Integrated Filing (Governance) for the quarter ended December 31, 2024. Thereafter the Company got the same clarified from BSE and subsequently filed on next day i.e. February 20, 2025.

Explanation by Board of Directors:

Due to ambiguity in SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31,2024 and being applicable first time, the Company was of the opinion that it is not applicable from Quarter ended December, 2024 and complied with the relevant regulations i.e. Regulations 13(3), 27(2) and 33 of SEBI (LODR) Regulation, 2015 instead of Integrated Fillings requirements. Further, the Company received an email from BSE on February 19, 2025 for Non-submission of Corporate Governance Report and/or Statement of Investor Complaints and/or Integrated Filing (Governance) for the quarter ended December 31, 2024. The Company has got the same clarified from BSE and subsequently filed on next day i.e. February 20, 2025.

The Secretarial Audit Report of Asit C Mehta Investment Interrmediates Limited, a material subsidiary of the Company for the financial year 2024-2025 is also annexed herewith as Annexure IIIA to this Report.

During the year under the review the Board subject to the members approval at the ensuing Annual General Meeting recommends appointment of M/s. Hemanshu Kapadia & Associates, Practising Company Secretaries, as the Secretarial Auditors of the Company for a period of 5 (Five) Years commencing from the conclusion of ensuing AGM.

Cost Audit

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain cost records and conduct cost audit.

Internal Financial Control Systems

The Company has established and maintained adequate Internal Financial Controls (“IFCs”) commensurate with the size and nature of its operations. These controls are designed to provide reasonable assurance regarding the reliability of financial reporting, safeguarding of assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records, and the timely preparation of financial statements in accordance with applicable accounting standards. Please refer to the paragraph on Internal Control Systems and their Adequacy in the Management Discussion & Analysis section for detailed analysis.

Risk Management

The provisions of Regulation 21 of the Listing Regulations w.r.t. the constitution of Risk Management Committee are not applicable to the Company; however, your Company has formulated the Risk Management Policy to assess and mitigate the Risk.

The Audit Committee and Board has an additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis which forms a part of this Annual Report.

Corporate Social Responsibility

The provisions of Section 135 of the Act regarding Corporate Social Responsibility are not applicable to the Company.

Secretarial Standards

The Company has complied with the applicable Secretarial Standards as prescribed by the Institute of Company Secretaries of India.

Business Responsibility & Sustainability Report

The provisions of the Listing Regulations w.r.t. the Business Responsibility & Sustainability Report are not applicable to the Company.

Particulars of Loans, Guarantees or Investments

Particulars of Loans given, guarantees provided and investments made are provided in the Notes to the financial statements.

Related Party Transactions

All related party transactions that were entered during the financial year were on arms length basis and in the ordinary course of the business. There were no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.

All Related Party Transactions were placed before the Audit Committee & Board for their approval whenever applicable and prior omnibus approval for ordinary business transactions which are of repetitive nature is also obtained from the Audit Committee and accordingly the required disclosures were made to the Committee on quarterly basis.

The disclosure of the Related Party Transactions as required under Section 134(3)(h) of the Act in AOC-2 is not applicable to the Company for financial year ended March 31, 2025 and not attached herewith.

Corporate Governance

Your Company believes in adopting best practices of corporate governance, which form the core values of the Company. These guiding principles are also articulated through the Companys code of Business Conduct, Corporate Governance Guidelines and disclosure policy.

As per Regulation 34 read with Schedule V of the Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from Practising Company Secretary on compliance with corporate governance norms under the Listing Regulations, forms part this Annual Report.

Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Companys shares and sharing Unpublished Price Sensitive Information (“UPSI”).

The Company reviewed and complied with Regulation 9 (A) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

The Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Companys website at https://izadmin.investmentz.com/ACMFSLFILE/Code_of_Fair_Disclosure_and_Conduct2318.pdf

Information Required under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act)

Your Company follows a gender-neutral approach in handling complaints of sexual harassment. Since the number of employees does not exceed limit prescribed under POSH Act the provision of constitution of Internal Complaints Committee (ICC) to consider and address sexual harassment complaints in accordance with the POSH Act is not applicable. The status of complaints received under the POSH Act is as under:

Sr. No.	Particulars	Status
(a)	number of complaints of sexual harassment received in the year;	Nil
(b)	number of complaints disposed off during the year; and	Nil
(c)	number of cases pending for more than ninety days.	Nil

Particulars of Employees

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure - IV Human Resources

Please refer to the paragraph on Human Resources in the Management Discussion & Analysis section for detailed analysis forming a part of this Annual Report.

Particulars regarding Conservation of Energy and Research and Development and Technology Absorption

The information required under section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 is given below:

a. Conservation of energy

The Company operates in the financial services sector, which inherently requires minimal energy consumption. As a result, disclosures for below points are not applicable: i. the steps taken or impact on conservation of energy ii. the steps taken by the company for utilising alternate sources of energy iii. the capital investment on energy conservation equipments.

b. Technology absorption

The Company operates in the financial services sector, where the scope for technology absorption is limited due to the nature of its operations. Accordingly, disclosures for below points are not applicable: I. the efforts made towards technology absorption ii. the benefits derived like product improvement, cost reduction, product development or import substitution iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and iv. the expenditure incurred on Research and Development.

c. Foreign Exchange Earning as and Outgo

There were no foreign exchange earnings and outgo during the current financial year

Annual Return

The Annual Return of your Company as provided under Section 92(3) and 134(3)(a) of the Act, for financial year 2024-2025 is available on the website of the Company at http://acmfsl.com/Home/InvestmentInformation

General Information a. There has been no change in the nature of business of the Company. b. There were no frauds reported by the Auditors under Sub section (12) of Section 143 of the Companies (Amendment) Act, 2015, to the Audit Committee, Board of Directors or Central Government, Independent Directors. c. There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company. d. There was no instance of one-time settlement with any Bank or Financial Institution. e. During the year under review, no significant material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companys operations. f. No employee stock options were granted to the Directors/ employees of the Company during Financial Year ended March 31, 2025. g. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which, loan was given by the Company. h. There has been no Issue of equity shares with differential rights as to dividend, voting or otherwise, i. There has been no Issue of shares (including sweat equity shares) to employees of the Company under any scheme, j. The Company is committed to adopting best human Resource practice and confirms compliance with the applicable provisions of the Maternity Benefit Act, 1961, as an when applicable..

Acknowledgements and Appreciation

The Board places on record its deep sense of appreciation for continued co-operation received from the banks, Govt. & Regulatory authorities, clients, vendors, Shareholders and team members.

For and on behalf of the Board of Directors

	Deena A. Mehta	Madhu Lunawat
	Director	Director
	(DIN: 00168992)	(DIN: 06670573)
Mumbai, July 31, 2025