Asit C Mehta Financial Services ltd Directors Report

Dear Members

The Directors take pleasure in presenting the Fortieth (40^lh) Directors Report together with the Audited Financial Statements including Consolidated Annual Financial Statement for the Financial Year ended March 31,2024.

1. Financial Performance:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	461.77	335.22	4,239.88	2,920.67
Other income	85.32	194.78	469.15	462.57
Total income	547.09	530.00	4,709.03	3,383.24
Total Expenses (Excluding Depreciation & Finance Cost)	237.16	249.77	4,545.14	3,244.07
Profit / loss before Depreciation/ Finance Cost and tax expenses	309.93	280.23	163.90	139.17
Less: Finance Cost	693.55	813.16	1,110.71	1,017.15
Less: Depreciation	116.86	118.78	162.24	155.71
Profit before tax	(500.48)	(651.71)	(1,109.05)	(1,033.69)
Tax expense
Current Tax	-	-	0.00	-
Deferred Tax	-	(95.25)	(2.01)	(114.66)
MAT credit entitlement				0.65
Prior Period tax	1.80	3.53	4.28	11.57
Current Tax	-	-	-	-
Profit /(Loss)after Tax Carried to Balance Sheet	(502.28)	(559.99)	(1,111.33)	(931.25)
Paid up Equity Share Capital	824.60	495.26	824.60	495.26
EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.)	(8.82)	(11.46)	(19.51)	(19.06)

2. Company?s performance: i) Standalone Performance

On a standalone basis, your Company?s gross earnings increased to Rs. 547.09 lakhs from Rs. 530.00 lakhs as compared to previous year. The year ended with a loss after tax of Rs. 502.28 lakh as compared to loss after tax of Rs. 559.99 lakh in the previous year.

The Company has let out part of the Office premises on Lease/ Leave and License basis to external Company. The Company has earned a fees of Rs. 25.92 lakhs from advisory and consultancy services to certain clients.

ii) Consolidated Performance

On a consolidated basis, the gross revenue increased to Rs. 4,709.03 lakhs as compared to Rs. 3,383.24 lakhs in the previous year and loss alter tax at Rs. 1,111.33 lakhs as against loss after tax of Rs. 931.25 lakhs in the previous year.

Operational Income from Asit C. Mehta Investment Interrmediates Ltd..material subsidiary of the Company engaged into broking services has increased to Rs. 4,051.54 lakhs as compared to Rs. 2,750.99 Lakh in the previous year and the loss before depreciation and finance cost is Rs. 41.24 lakhs as compared to profit of Rs. 71.45 lakhs in the previous year. Loss stood at Rs. 533.76 lakhs as compared to a loss of Rs. 255.43 Lakh in the previous year.

Operational Income from Edgytal Fintech Investment Services Private Limited, a Subsidiary of the Company - engaged in information & communication service has increased to Rs. 283.20 lakh as compared to Rs. 120.77 lakh in the previous year, and profit before depreciation and finance cost is Rs. 7.15 lakhs as compared to a toss of Rs. 48.55 lakhs in the previous year. The loss stood at Rs.28.45 lakh as compared to a loss of Rs. 98.02 lakh in the previous year.

3. Business Overview / An analysis of the Business and Financial Results:

The Detailed Business Overview / an analysis of the Business and Financial Results are given in the Management Discussion and Analysis, which forms a part of the Annual Report.

4. Dividend:

In view of the losses during the Financial Year, your Directors have not recommended any dividend.

5. Transfer to Reserves:

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

6. Deposits:

Your Company has not accepted any deposits under chapter V of the Companies Act, 2013 (“the Act”), from public during the year under review, and as such, no amount of principal or interest on deposits Irom public was outstanding as on the date of the balance sheet.

7. Subsidiaries, Associate and Joint venture:

Your Company has following subsidiary companies as on March 31,2024 and there are no associate & joint venture companies within the meaning of Section 2(6) of the Act.

Sr. No.	Name of the Company	Type of Company	% of Shareholding
1.	M/s. Asit C Mehta Investment Interrmediates Limited	Subsidiary Company	94.58
2.	M/s. Edgytal Fintech Investment Services Private Limited	Subsidiary Company	90.38

During the year, after the completion of Rights Issue, your Company has become Subsidiary Company of M/s. Cliqtrade Stock Brokers Private Limited (a Pantomath Group Company).

Asit C. Mehta Investment Interrmediates Limited is a material Subsidiary within the meaning of SEBI (LODR) Regulations. 2015 (“the Listing Regulations”) and there has been no change in the nature of the business of the subsidiary.

A statement containing salient features of the financial statements of the Company?s subsidiaries. pursuant to provisions of Section 129 (3) of the Act in Form AOC-1 is provided in the Annexure -1 forming part of this Report. Pursuant to the provisions of section 136 of the Act, the financial statements of the Company Including consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

Your Company has formulated and adopted a “Policy for determining Material Subsidiaries" pursuant to Regulation 16(C) of the Listing Regulationsto identify such subsidiaries and formulate governance framework for them. The same is also available on the website of the Company i .e. http://www.acrnfsl.com/pdf/Policies/Policy_for determination of rnaterial__subsidiary.pdf.

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 Company?s operations.

9. Material Changes and Commitments affecting the Financial Position of the Company which have occurred between March 31, 2024 and August 13, 2024 (i.e. the Date of Report):

There were no material changes and commitments affecting the financial position of the Company between the end of financial year March 31.2024 and the date of this Report except that mentioned in para 10 in relation to variation of the terms of the objects of the Rights Issue.

10. Changes in Share Capital:

i. Durlngthe year under review, your Company had issued and allotted 32,93.452 fully paid up equity shares of Rs 10/- each of the Company on Rights basis, to its existing equity shareholders as on the record date i.e., December 15. 2023 at Issue price of Rs 137.45/- per Equity Share (including a premium of Rs 127.45/- per Equity Share) (the "issue price"). Upon the allotment of above said Rights Equity Shares, the paid up Equity Share Capital of the Company has increased from 49,52,560 Equity Shares of Rs 10/- amountingto Rs 4,95,25,600/- to 82,46,012 Equity Shares of Rs 10/- amountingto Rs 8,24.60,120/-

Out of the above Issue proceeds of the Rs 4,526.85 Lakhs your Company has utilised the proceeds in accordance with the objects of the Issue stated in the Letter of Offer dated December 01,2023 in compliance with Regulation 32(1) of the Listing Regulations as amended.

ii. However, despite the best efforts, your Company could not utilise the amount of Rs 250.00 lakhs earmarked for acquisition of shares of Omniscience Capital Advisors Private Limited and on the recommendation of the Audit Committee, the Board at its meeting held on August 13. 2024, subject to approval of members, proposed to vary the terms of utilisation of the Rights Issue Proceeds and utilise the said amount of Rs 250.00 Lakh in General Business Purpose of the Company i.e. Business Expansion. Intellectual Property Development Expenses. Working Capital and Business Promotions.to ensure business growth of the Company.

11. Issuance of Debentures:

During the year under review, the Company has issued 717, 10.5% Secured Redeemable Non- Convertible Debentures of Rs. 1,00,000/- each at par on private placement basis, aggregating to

Rs.777/- Lakhs, with 36 months maturity from the date of Allotment, the same were allotted on September 25, 2023.

12. Directors and Key Managerial Personnel:

The composition of Board of Directors of the Company has optimum combination of Non-Executive and Independent Directors with two women Directors and more than titty percent of the Board of Directors comprising of Independent Directors.

During the year under review, the changes have taken place in the Board of Directors and Key Managerial Personnel:

I) Directors

Sr. No.	Name of Director	Cessation / Appointment	Effective Date	Shareholders Approval Date	Mode by which Shareholders approval taken
1.	Mr. ManoherLal Vij DIN: 00755522 Designation:Non- Executive Director	Cessation	22/08/2023	NA	NA
2.	Dr. Radha Krishna Murthy DIN:00221583 Designation: Independent Director	Cessation	09/11/2023	NA	NA
3.	Mr. Kiril H. Vora DIN:00168907 Designation: Non- Executive Director	Cessation	09/11/2023	NA	NA
4.	Mr. Yagnesh P. Parikh‘ DIN: 09762673 Designation: Independent Director	Appointed for a period of five (5) years	09/11/2023	30/01/2024	Postal Ballot

Rs Mr. Yagnesh P. Parikh was appointed as an Additional (Non-Executive Independent) Director of the Company by the Board at its meeting held on November 09.2023, Subject to approval of members for a period Five (5)years. The sa/d appointment was subsequently approved by the members bypassing Special Resolution on January30, 2024 through Postal Ballot.

In the opinion of the Board, all ihe Independent Directors of the Company possess requisite qualifications, experience and expertise and they also hold highest slandered of integrity (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder).

In terms of the provisions Section 149,152 of the Companies Act, 2013,, Ms. Madhu Lunawat (DIN: 06670573), Non-Executive Director of the Company, liable to retire at the ensuing Annual General Meeting and being eligible, offer herself for reappointment.

Changes in Directors

Following changes were taken place in the composition of the Board of the Company after the end of

the Financial Year 2023-2024, until date of approval of the Board?s Report:

i. 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 confirmed as by the members of the Company on August 11,2024 through postal ballot.

ii. 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 confirmed as by the members of the Company on August 11,2024 through postal ballot.

iii. Mr. Pundarik Sanyal (DIN: 01773295), an Independent Director of the Company has completed his second term on July 30, 2024 and ceased to be a Director of the Company. The Board expressed its appreciation for the support and guidance provided by him during tenure as an Independent Director of the Company.

II) Key Managerial Personnel?s

Following are the changes were taken place during the year:

Sr. No.	Name of KMP	Cessation / Appointment	Effective Date	Shareholders Approval Date	Mode by which Shareholders opproval taken
1.	Mr. Pankaj Parmar Designation: Manager	Cessation	08/02/2024	NA	NA
2.	Mr. Binoy K. DharodRs Designation: Manager	Appointed for a period of five (5) years	08/02/2024	07/05/2024	Postal Ballot
3.	Ms. Khushboo Hanswal Designation: Company Secretary & Compliance Officer	Cessation	14/09/2024	NA	NA
4.	Mr. Puspraj Pandey Designation: Company Secretary & Compliance Officer	Appointment	20/12/2023	NA	NA

?Mr. Binoy K. Dharod, Chief Financial Officer (CFO), was appointed as Manager of the Company by the Board w. e. f. February 08,2024 for a period of Five (5) years and subsequently same was approved by the members by passing Special Resolution on May 07, 2024 through Postal Ballot.

13. 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 CompanysCode of Conduct/ Ethics.

14. Number of Board Meetings

During The financial year nine (9) meeting of the Board of Directors were held, the details of this Meetings have been given in the Corporate Governance Report, which forms part of this Report.

During the financial year the meeting of Independent Directors was held on March 12.2024 which was attended by all the Independent directors to review the performance of Chairperson, Board and Non- independent Directors.

16. Annual Evaluation of Board?s Performance, Its Committees and Individual Directors:

Pursuant to the provisions of section 134(3)(p) the Act and the SEBI Listing Regulations, 2015, the Board has carried out an annual performance evaluation of the working 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. 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.

17. Committees of the Board:

The Company has Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee, i.e. three (3) mandatory committees of the Board, the details of Committees, Members and Meetings etc. have been given in the Corporate Governance Report, which forms part of this Report.

18. 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 - http://www.acmfsl.com/pdf/Policies/Nomination-Remuneration-Policy.pdf.

19. Vigil Mechanism

The Board of Directors of your Company has approved and adopted a Whistle Blower Policy of the Company for establishing a vigil mechanism for Directors and employees to report genuine concerns regarding fraud or unethical behaviour as required under the Act and the Listing Regulations. In appropriate cases any personnel of the Company can have direct access to the Chairman of the Audit Committee. The Board affirm that no personnel has been denied access to the Audit Committee. The Whistle Blower Policy is available on your Companys website at http.7/www.acmfsl.com/pdf/Policies/Whistle Blower _Policy.pdf.

20. Auditors:

i) Statutory Auditors and Auditors? Report:

During the year under review, the Board appointed M/s. Manek & Associates, Chartered Accountants (Firm Registration No. 0126679W), Mumbai, as Statutory Auditors of the Company w.e.f. November

18, 2023, to fill the casual vacancy caused by the resignation of M/s. MSKA & Associates, Chartered Accountants, {Firm Registration No. 105047W). Mumbai, pursuant to the provisions of Section 139, 141 and other applicable provisions, if any of the Act, subsequently the shareholders of the Company have also approved the said appointment of the Auditors on January 30, 2024 through postal ballot.

The Board, on the recommendation of the Audit Committee, has recommended for the approval of the Members, the re-appointment of M/s. Manek & Associates. Chartered Accountants (Firm Registration No. 0126679W), Mumbai, as Statutory Auditors of your Company for a period of Three (3) years from the conclusion of the ensuing 40th AGM till the conclusion of the 43rd AGM. On the recommendation of the Audit Committee, the Board has also recommended for the approval of the Members, the remuneration of M/s. Manek & Associates for the financial year 2024-25. Appropriate resolution seeking your approval for the appointment and remuneration of M/s. Manek & Associates as the Statutory Auditors is appearing in the Notice convening the 40th AGM of your Company.

The Auditors? Report is self-explanatory and do not call for any further comments. The Auditor?s Report does not contain any qualification, reservation or adverse remark.

ii) Secretarial Auditor and Secretarial Auditor?s Report:

M/s. Hemanshu Kapadia& Associates, Practising Company Secretaries, were appointed by the Board as the Secretariat Auditors of your Company for the financial year ended March 31, 2024. The Secretarial Auditors have confirmed that your 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 Secretariat Auditor, pursuant to Section 204 of the Act, is provided in the Annexure - IV forming pari of this Report which is self-explanatory and do not call for any further comments.

The Secretarial Audit Report of Asit C Mehta Investment Intermediates Limited, a Material Subsidiary of the Company for the FY 2023-2024 is also annexed herewith as Annexure - IVA to this Report.

21. 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.

22. Internal Financial Control Systems:

The Company?s internal control systems are commensurate with the nature of its business, the size of its operations and such internal financial controls with reference to the Financial Statements are adequate.

Please refer lo the paragraph on Internal Control Systems and their Adequacy in the Management Discussion & Analysis section for detailed analysis.

23. Risk Management:

The provisions of Regulation 21 of the Listing Regulations w.r.t. the 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 Board and Audit Committee 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 the Annual Report.

24. Corporate Social Responsibility:

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

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

26. Particulars of Loans, Guarantees or Investments:

Loans, guarantees and investments covered under Section 186 of the Act forms a part of the Notes to the financial statements provided in this Report.

27. Related Party Transactions:

All related party transactions that were entered during the financial year were on arm?s 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.

Therefore, the disclosure of the Related Party Transac tions as required under Section 134(3)(h) of the Act in AOC-2 is not applicable to the Company for FY2023-2024 and hence, the same is not required to be provided.

28. Management Discussion and Analysis Report

In terms of the provisions of Regulation 34 of the Listing Regulations, the Management?s discussion and analysis is annexed to the Report as Annexure - III.

29. 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 of the Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from M/s. Hemanshu Kapadia & Associates, Company Secretaries, Mumbai on compliance with corporate governance norms under the Listing Regulations is annexed to the Report as Annexure - V.

30. 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 Company?s shares and sharing Unpublished Price Sensitive Information (“UPSI”).

The Company reviewed and complied with Regulation 9 (A) of SEBI (PIT) Regulations, 2015.

The Company?s an 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 lor fair disclosure of unpublished price sensitive information which has been made available on the Companys website at htlp://www.acmfsLcom/pdf/Policics/Codc%2Qof%20Fair%20Disclosure%20and%20Conduct.pdf.

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

Your Company has zero tolerance for sexual harassment at workplace and 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 Rules framed thereunder. Since number of employees does not exceeds limits prescribed under the POSH Act. The provision of Constitution of Committee under the said Act is not applicable and during the financial year under review, there wasno complaint received under POSH Act.

32. Partlcutars of Employees:

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure - II.

Statement containing particulars of top 10 employees and particulars of employees as required under Section 197(12} of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this report.

33. Human Resources:

Please refer to the paragraph on Human Resources in the Management Discussion & Analysis section for detailed analysis.

34. Particulars regarding Conservation of Energy and Research and Development and Technology Absorption:

a) Conservation of Energy: The operations of your Company involved low energy consumption. Energy conservation efforts are being pursued on a Continuous basis. Close monitoring of power is maintained to minimise wastage and facilitate optimum utilization of energy.

Your Company has installed Roof-Top Solar PV system at the registered office of the Company in March, 2017. Installation of 25kw capacity of system will result in energy saving of 37,500 kwh per annum.

b) Technology Absorption: There is no material information on technology absorption to be furnished. The Company continues to adopt and use the latest technologies to improve the efficiency and effectiveness of its business operations.

c) Foreign Exchange Earnings and Outgo: -

There is no foreign exchange earnings and outgo during the year under review.

35. AnnuaLReturn;

The Annual Return of your Company as provided under Section 92(3) and I34(3)(a) of the Act. for FY 2023-2024 is available on the website of the Company at http://www.acmfsl.com/pdf/AnnuaLReturn/2023-24.pdf.

36. Directors Responsibility Statement:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, secretarial auditors and external agencies, including audit of internal controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company?s internal financial controls were adequate and effective during F.Y. 2023-2024. Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm having:

a) followed in the preparation of the Annual Accounts, the applicable accounting standards with proper explanation relating to material departures, if any;

b) selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the loss of your Company for that period;

c) 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 your Company and for preventing and detecting fraud and other irregularities;

d) prepared the Annual Accounts on a going concern basis;

e) laid down internal financial controls to be followed by your Company and that such internal financial controls were adequate and were operating effectively; and

f) devised proper systems to ensure compliance with the provisions ol all applicable laws and that such systems were adequate and operating effectively.

37. 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 in (Amendment) Act, 2015, to the Audit Committee, Board of Directors or Central Government, independent directors.

c. The Company has complied with applicable laws, listing regulations and Secretarial Standards.

d. There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

e. There were no instances where your Company required the valuation for one -time settlement or while taking the loan from the Banks or Financial institutions.

f. Your company has complied with the Secretarial Standard as prescribed by the Institute of Company Secretaries of India (ICSI).

g. No employee stock options were granted to the Directors/ employees of the Company during Financial Year ended March 31,2024.

h. 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.

38. Acknowledgements and Appreciation:

The Board places on record its deep sense of appreciation for continued co-operation received from the banks, authorities, clients, vendors, shareholders and employees during the year under review.

	For Asit C Mehta Financial Services Limited
	Sd/-	Sd/-
Place: Mumbai	Deena A. Mehta	Madhu Lunawat
Dated : 13.08.2024	Director	Director
CIN : L65900MH1984PLC091326 Registered Office: Pantomath Nucleus House, Saki-Vihar Road, Andheri (E), Mumbai - 400072. Email: investorgrievance@acmfsl.co.in Website: http://www.acmfsl.com	(DIN:00168992)	(DIN: 06670573)