Authum Investment & Infrastructure Ltd Directors Report

To,

The Members of

Authum Investment & Infrastructure Limited,

The Board of Directors (the Board) have pleasure in presenting the 43 rd Annual Report together with the Audited Financial Statements of the Company for the financial year ended March 31, 2025. The Company is registered with the Reserve Bank of India ("RBI") as a Systemically Important Non-Banking Financial Company ("NBFC") not taking public deposits (NBFC-ND-SI).

FINANCIAL PERFORMANCE AND APPROPRIATIONS

The standalone and consolidated financial statements of the Company are prepared in accordance with the applicable provisions of the Companies Act, 2013 (the "Act") including Indian Accounting Standards ("Ind AS") as specified in Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015 and amendments thereof.

The standalone and consolidated financial highlights of the Company for the financial year ended March 31, 2025 are summarised below for ease of reference for the Members.

(Rs. in Crores)

Particulars	Consolidated		Standalone
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Operational & Other Income	4,612.22	2,611.19	4,599.74	2,429.82
Profit/Loss Before Depreciation & Tax	4,076.65	4,233.72	4,080.05	2,921.88
Less: Depreciation	9.48	8.16	6.17	2.79
Provision for taxation	202.51	-	202.51	-
Deferred Tax	-376.74	-58.86	-376.74	-
Taxes for earlier years	-	-0.41	-	-0.41
Profit/Loss after Depreciation & Tax	4,241.41	4,284.83	4,248.11	2,919.50
Appropriations
Amount transferred to Statutory Reserves	849.62	584.74	849.62	584.74
Balance Carried to Balance Sheet	3,391.78	3,700.09	3,398.49	2,334.76

Key highlights of Standalone Financial Performance:

The standalone total income of the Company for FY 2024-25 stood at Rs. 4599.74 crores as against Rs.2429.82 crores during the previous year and profit after tax increased from Rs. 2919.50 crores to Rs. 4248.11 crores.

The Management is very positive and looking forward for better performance in future. The Company remains confident of a sound growth trajectory in FY 2026. Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report

Key highlights of Consolidated Financial Performance:

The consolidated total income of the Company for FY 2024-25 stood at Rs. 4612.22 crores as against Rs. 2611.19 crores during the previous year and profit after tax for FY 2024-25 stood at Rs.4241.41 crores as compared to Rs. 4284.83 Crores. The consolidated financials reflect the cumulative performance of the Company together with its various subsidiaries.

The standalone and consolidated financial statements, along with the relevant documents and audited financial statements for each subsidiary, as required under Section 136 of the Act,

are available on the website of the Company at https://www. authum.com/investor.php

INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

The information on the affairs of the Company has been given as part of the Management Discussion and Analysis section of the Report.

The Company had pursuant to approval from the Board of Directors entered into binding agreement with India SME Asset Reconstruction Company Limited ("ISARC") / consenting shareholders of ISARC in the form of a Share Subscription and Purchase cum Shareholders Agreement ("SSPSHA") on October 13, 2024. On March 26, 2025 the Company had received approval from the Reserve Bank of India for addition of the Company as the sponsor in ISARC. Currently, the Company holds 20,32,50,000 (Twenty crores thirty-two lakhs and fifty thousand) equity shares of ISARC representing ~88.37% (Eighty-eight point three seven per cent) of the paid- up share capital of ISARC, as determined on a fully diluted basis. Accordingly, ISARC has now become a subsidiary of the Company.

During the year under review the Company acquired 1,02,48,709 equity shares of Prataap Snacks Limited ("PSL") (i.e., 127 equity shares of PSL acquired by way of open offer and 1,02,48,582 equity shares of PSL acquired under the Share Purchase Agreement), representing 42.33% of the voting share capital of PSL.

Further as a part of acquisition of debt and preference shares of Nitco Limited from JM Financial Asset Reconstruction Company Limited and Conversion of part of the unsustainable debt component payable by NITCO to the Company (of approx. INR 1037.81 crores) into equity shares, 49.30% of the total paid-up capital of NITCO Limited was allotted to the Company at their meeting held on January 27, 2025. The Company holds shares in PSL and NITCO with an object of investment and no control exists in these entities.

DIVIDEND

During the year under review, the Board of Directors at its meeting held on March 21, 2025 had declared the interim dividend of Rs. 0.70/- at the rate of 7% on each fully paid-up preference share of Rs. 10/- each and an interim dividend of Re. 1/- at the rate of 100% on each fully paid-up equity share of Re. 1/- each to non-promoter equity shareholders.

APPROPRIATIONS

Under section 45-IC(1) of Reserve Bank of India (RBI) Act, 1934, non-banking financial companies (NBFCs) are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend, if any. Accordingly, the Company has transferred a sum of Rs. 584.74/- Crores to its reserve fund. The closing balance of the reserves and surplus of the Company for F.Y. 2024-25, after all appropriation and adjustments was Rs. 806.86/- Crores.

CHANGE IN SHARE CAPITAL

During the Financial year under review, the company has redeemed 1,39,30,000 7% Non-Cumulative Non-Convertible Redeemable Preference Shares of face value of Rs. 10/- each.

As on March 31, 2025, 100% of the total paid-up capital of the Company stands in the dematerialized form.

Further, the Company has not issued any equity capital during the year under review and has also not issued any shares with differential voting rights, nor granted any stock options or sweat equity.

NON-CONVERTIBLE REDEEMABLE PREFERENCE SHARES

As on March 31, 2025, the total outstanding Non-Convertible Redeemable Preference Shares (RPS) issued and allotted on private placement basis stood at Rs. 5.23 Crores divided into 52,28,000 Preference Shares of Face Value Rs. 10/- each.

PUBLIC DEPOSITS

The Company did not hold any public deposits at the beginning of the year nor has it accepted any Public Deposits during the year under review.

SUBSIDIARY COMPANIES

As at March 31, 2025 the Company had 2 wholly owned subsidiaries, the details of which are provided as below:

Open Elite Developers Limited (formerly known as Reliance Commercial Finance Limited) (OEDL). During the year, gross earnings of the OEDL was Rs.5.05 crores as compared to Rs. 178.75 crores in the year 2023-24. NPAT during the previous year was Rs. (6.71) crores as compared to Rs. 1327.49 crores in year 2023-24.

Authum Asset Management Company Private Limited: AAMCPL is also a wholly owned subsidiary of the Company incorporated on January 11, 2024. AAMCPL has yet to commence its business operations and hence earnings and profit after tax till March 2025 is Nil.

During the year under review, the Company sold its entire stake in Authum Real Estate Private Limited on May 31, 2024.

On account of such sale, the company had ceased to be its subsidiary.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company at https://www.authum.com/ investor.php Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Companys subsidiaries in Form AOC-1 is attached to the financial statements of the Company as "Annexure I".

The statement also provides the details of performance and financial position of the Subsidiary Companies.

As per Section 136(1), copies of the aforesaid documents will be available for inspection electronically. Members seeking to inspect such documents can send an email to secretarial® authum.com

MATERIAL SUBSIDIARIES

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Policy, as approved by the Board, is uploaded on the Companys website: https://www. authum.com/policies.php

For Financial year 2024-25 no subsidiaries were identified as material. Though there were no material subsidiaries, the Audit Committee of the Company reviews the investment register of the unlisted subsidiaries of the Company. The minutes of the meetings of the board of directors of the unlisted subsidiaries are also placed at the meeting of the board of directors of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Act and as per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the

Consolidated Financial Statements forms part of this Annual Report and shall also be laid before the ensuing AGM of the Company. The Consolidated Financial Statements have been prepared in accordance with the applicable Indian Accounting Standards (IND AS) under Section 133 of the Act. The consolidated financial results reflect the operations of the said subsidiaries.

PARTICULARS OF LOANS GRANTED, GUARANTEE PROVIDED AND INVESTMENTS MADE PURSUANT TO THE PROVISIONS OF SECTION 186 OF THE COMPANIES ACT, 2013

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans in ordinary course of its business, is exempt from complying with the provisions of section 186 of the Act except sub-section (1) with respect to loans, guarantees and investments. Accordingly, the Company is exempted from complying with the requirements to disclose in the financial statement the full particulars of the loans given, investment made or guarantee given or security provided.

EXTRACT OF ANNUAL RETURN

In compliance with Section 134(3)(a) and 92(3) of the Act, the Annual Return of the Company for the FY 2024-25 is available on the Companys website at https://www.authum.com/ investor.php.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023, your Company has formulated a Policy on Related Party Transactions which is available on Companys website at https://www.authum.com/policies.php. This Policy deals with the review and approval of related party transactions. The Board of Directors of the Company have approved the criteria for giving the omnibus approval by the Audit Committee within the overall framework of the Policy on Related Party Transactions.

Pursuant to Regulation 23 of the Listing Regulations, all related party transactions were placed before the Audit Committee on a quarterly basis for their review and approval. An omnibus approval of the Audit Committee had been obtained for the related party transactions which were repetitive in nature. Further, as per applicable provisions of the SEBI Listing Regulations, necessary approvals of the Members of the Company are also sought for the material-related party transactions proposed to be entered with the related parties. The particulars of material contracts or arrangements with related parties which fall within the purview of Section 188(1) of the Act, are mentioned in Form AOC - 2 appended to this Report as Annexure II. The Directors draw the attention of

the Members to Note 48 to the Financial Statements, which comprehensively sets forth the related party disclosures

DIVIDEND DISTRIBUTION POLICY

Pursuant to the provisions of regulation 43A of the Listing Regulations, the Company had formulated a dividend distribution policy, which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and/or retaining profit earned. The policy is annexed to this report as Annexure III and is also available on the website of the Company at https://www.authum.com/policies.php

MEETINGS OF THE BOARD

During the year under review, 10 (Ten) Board Meetings were held. The maximum interval between two meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

COMMITTEES OF THE BOARD

During the year under review, the Board had eleven Committees viz. Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Investment Committee, Risk Management Committee, IT Strategy & Steering Committee, Fund Raising Committee, Asset Liability Management Committee, Review Committee and Committee of Executives. Of the above, a detailed overview of the composition, terms of reference, meetings held and attendance of members in respect of mandatory committees under the Companies Act, 2013, SEBI LODR Reg. 2015 and under RBI / NBFC regulations forms part of the Corporate Governance Report.

UNPAID/ UNCLAIMED DIVIDEND AND TRANSFER OF SHARES TO IEPF

Kindly refer section on Corporate Governance, under head Unclaimed and Unpaid Dividends and transfer to Shares of IEPF for the amounts of unclaimed and unpaid dividends lying with the Company. Members who have not yet received/ claimed their dividend entitlements are requested to contact the Company or the Registrar and Transfer Agent of the Company. Pursuant to the provisions of Section 124 of the Companies Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is transferred to the Investor Education and Protection Fund ("IEPF"). The equity shares in respect of which dividend have remained unpaid/unclaimed

for a period of seven consecutive years is also transferred by the Company to the designated Demat Account of the IEPF Authority. For previous year there were no dividend that were unpaid for seven years and thus there was no requirement of transferring shares / dividend to IEPF.

DIRECTORS AND KEY MANAGERIAL

PERSONNEL

As on March 31, 2025, the composition of the Board is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations, with an appropriate combination of Executive Directors, NonExecutive Directors and Independent Directors. The list of Directors of the Company has been disclosed as part of the Corporate Governance Report.

Appointment and Cessation

During the year under review, the following changes have taken place in the composition of Board of Directors and Key Managerial Personnels (KMP):

A. Board of Directors:

- Mr. Vimal Ajmera (DIN: 07011895) resigned from the position of Independent Director of the Company w.e.f. close of business hours of August 07, 2024.

- Mr. Divy Dangi (DIN: 08323807) was appointed as the Whole-Time Director of the Company by the Board of Directors w.e.f. August 07, 2024 and by the members in their meeting held on September 30, 2024 for a term of 5 years from August 07, 2024 to August 06, 2029.

- Mr. Sanjay Dangi (DIN: 00012833) resigned from the position of the Non-Executive Director of the Company w.e.f. close of business hours of September 03, 2024.

- Mr. Ajai Kumar (DIN: 02446976) was appointed as the Independent Director of the Company by the Board of Directors w.e.f. January 15, 2025 and by the members vide Postal Ballot on April 10, 2025 for the term of 5 years from January 15, 2025 to January 14, 2030.

- Santosh Nayar (DIN: 02175871) was appointed as the Independent Director of the Company by the Board of Directors w.e.f. January 15, 2025 and by the members vide Postal Ballot on April 10, 2025 for the term of 5 years from January 15, 2025 to January 14, 2030.

- Mr. Akash Suri (DIN: 09298275) was re-appointed as the Whole Time Director & CEO of the Company by the Board of Directors at their meeting held on March 07, 2025 and by the members vide Postal Ballot on

April 10, 2025 for the term of 5 years commencing from September 27, 2025 to September 26, 2030.

- Mr. Amit Dangi (DIN: 06527044) was re-appointed as the Whole Time Director of the Company by the Board of Directors at their meeting held on March 07, 2025 and by the members vide Postal Ballot on April 10, 2025 for the term of 5 years commencing from June 29, 2025 to June 28, 2030.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of section 164 & 165 of the Companies Act, 2013. The Company has obtained a certificate from M/s. Mayank Arora & Co., Company Secretaries, confirming that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of the Company by the Securities and Exchange Board of India/ Ministry of Corporate Affairs ("MCA") or any such statutory authorities as on March 31, 2025. A copy of the said certificate is forming part of the Report on Corporate Governance, which forms part of this Report.

Further tenure of Mrs. Bhaviika Jain (DIN: 08738884) as the Independent Director of the Company got completed on May 29, 2025 and accordingly she ceased to be Director of the Company.

Retire by Rotation

Section 152 of the Act provides that unless the Articles of Association provide for retirement of all directors at every AGM, not less than two-third of the total number of directors of a public company (excluding the Independent Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation, of which one-third are liable to retire by rotation. Accordingly, Mrs. Alpana Dangi (DIN: 01506529) will retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment.

B. Key Managerial Personnel:

- Mr. Deepak Dhingra was redesignated from Chief Financial Officer to Chief Risk Officer of the Company w.e.f. November 01, 2024.

- Mr. Amit Kumar Jha was appointed as the Chief Financial Officer of the Company w.e.f. November 01, 2024.

- Mr. Hitesh Vora resigned from the position of Company Secretary and Compliance Officer of the Company w.e.f. January 16, 2025.

- Ms. Avni Shah was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. January 17, 2025

FIT AND PROPER CRITERIA & CODE OF CONDUCT

All the Directors meet the fit and proper criteria stipulated by RBI. All the Directors and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company.

DECLARATION FROM THE INDEPENDENT DIRECTORS

The Independent Directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under section 149(7) of the Act read and Regulation 25(8) of the SEBI Listing Regulations, stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations, and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge his/ her duties with an objective independent judgment and without any external influence..

The Independent Directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

The terms and conditions of appointment of Independent Directors are available on the website of the Company at https:// www.authum.com/policies.php The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise (including proficiency, as applicable) and hold highest standards of integrity. There has been no change in the circumstances affecting their status as independent directors of the Company. During the financial year 2024-25, the independent directors had no pecuniary relationships or transactions with the Company, except as disclosed in the Report on Corporate Governance which forms part of this Report.

The Board took on record the declaration and confirmation submitted by the Independent Directors regarding them meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the Listing Regulations.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company met on January 15, 2025 in terms of Section 149(8) and Schedule - IV of Companies Act, 2013 and regulation 25(3) & (4) of Listing Regulations, without the attendance of Non-Independent Directors and members of management.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs)

In terms of Regulation 25(7) of the Listing Regulations and the Companies Act, 2013, the Company is required to conduct the Familiarization Programme for Independent Directors (IDs) to familiarize them about their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various initiatives. Directors are made aware of the significant news developments and highlights from various regulatory authorities viz. Reserve Bank of India (RBI), Securities and Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA), etc.

The Directors are regularly apprised about their roles, rights and responsibilities in the Company from time to time as per the requirements of the Listing Regulations, with the Stock Exchanges and Companies Act, 2013 read together with the Rules and Schedules thereunder. The policy and details of familiarization programme imparted to the Independent Directors of the Company is available at https://www.authum. com/policies.php

PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134(3), 149(8) and Schedule IV of the Companies Act, 2013 read with SEBI Listing Regulations, Annual Performance Evaluation of the Board, the Directors as well as Committees of the Board has been carried out. The performance evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board, details of which are provided in the Corporate Governance Report. The properly defined and systematically structured questionnaire was prepared after having considered various aspects and benchmarks of the Boards functioning, composition of the Board and its Committees, performance of specific duties, obligations and governance. The evaluation process focused on various aspects of the Board and Committees functioning including their composition, experience, competencies, performance of specific duties, obligations, governance issues, attendance and contribution of individual directors and exercise of independent judgement.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2024-25.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. appropriate accounting policies have been selected and applied consistently and judgments and estimates 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 the year under review;

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

4. the Annual Accounts for the year ended March 31, 2025, has been prepared on a going concern basis.

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

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and investments are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

The Auditor reviews the efficiency and effectiveness of these systems and procedures. The Internal Auditor submits his Report which is placed before the Audit Committee. The audit committee actively reviews the adequacy and effectiveness of the internal control systems and is regularly updated on the internal audit findings and corrective actions. Additionally, the Auditors of the Company have also provided confirmation that the internal financial controls framework is operating effectively.

A combination of these systems enables your Company to maintain a robust design of controls and its operating effectiveness is ensured through periodical internal checks and audit.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND ITS REPORT

The Company recognizes the responsibilities towards society and strongly intends to contribute towards development of knowledge based economy.

In accordance with the requirements of the provisions of Section 135 of the Act, the Company has constituted a Corporate Social Responsibility ("CSR") Committee. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance Report forming part of this Annual Report. The scope of functions of the Committee includes, inter alia, formulation and recommendation to the Board for its approval and implementation, the Corporate Social Responsibility ("CSR") Policy (ies) of the Company, undertake periodical assessment of the Companys CSR performance, review the draft CSR Report and recommend the same to the Board for its approval and inclusion in the Annual Report of the Company. The role of this Committee also includes recommendation of the amount of expenditure to be incurred on the CSR activities as enumerated in Schedule VII of the Act and also referred to in the CSR Policy of the Company, as also to monitor the CSR Policy from time to time, etc.

The Company has also formulated a CSR Policy which is available on the website of the Company at https://www. authum.com/policies.php.

The CSR obligation of the Company for Financial Year 2024-25 was Rs. 22,36,00,000/-. As on March 31, 2025, total amount spent on CSR activities by Company is Rs. 22,74,00,300/-.

As per section 135 of the Act read with Companies (Corporate Social Responsibility) Rules, 2014, as amended, the Company is required to transfer any unspent amount, pursuant to any ongoing projects undertaken by the Company in pursuance of its Corporate Social Responsibility Policy, within a period of thirty days from the end of the financial year to a special account opened by the Company in that behalf for that financial year in any scheduled bank called Unspent Corporate Social Responsibility Account. The Company did not have any unspent amount to be transferred to the said account.

The Annual Report on the CSR activities undertaken by your Company during the year under review, as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is set out in Annexure IV of this Report.

PARTICULARS OF EMPLOYEES, KEY MANAGERIAL PERSONNEL AND RELATED DISCLOSURES

In accordance with the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report.

The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are appended to this Report as Annexure V.

Statement containing the particulars of top ten employees and the employees drawing remuneration in excess of limits prescribed 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 an annexure forming part of this Report. In terms of the proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid annexure. The said statement is available for inspection with the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary at secretarial@authum.com.

JOINT STATUTORY AUDITORS AND THEIR REPORT

In accordance with Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with applicable rules made thereunder and in accordance with the Circular No. RBI/2021-22/25-Ref. No. DoS.CO.ARG/ SEC.01/08.91.001/2021-22 dated April 27, 2021 issued by The Reserve Bank of India, inter-alia, on Guidelines for appointment of Statutory Auditors of NBFCs, M/s. Maharaj N R Suresh and Co LLP, Chartered Accountants (Firm Reg. No. 001931S / S000020) and M/s. APAS Co LLP, Chartered Accountants (FRN: 000340C/C400308) were appointed as the Joint Statutory Auditors of the Company from the conclusion of the 42 nd Annual General Meeting until the conclusion of the 45 th Annual General Meeting to be held in the year 2027.

Further they have confirmed that they are not disqualified from continuing as Auditors of the Company. The Audit Report of M/s. Maharaj N R Suresh and Co LLP, Chartered Accountants (Firm Reg. No. 001931S / S000020) and M/s. APAS Co LLP, Chartered Accountants (FRN: 000340C/C400308) on the Financial Statements of the Company for the Financial Year 2024-25 is a part of the Annual Report.

The Auditors Report both on standalone and consolidated annual financial statements of the Company for the financial year ended March 31, 2025, forms part of the Annual Report. The said reports were issued by the Joint Statutory Auditors with an unmodified opinion and does not contain any qualifications, reservations or adverse remarks. During the year under review, the Auditors have not reported any incidents of fraud to the audit committee under Section 143(12) of the Act. The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further explanation and comments.

DETAILS OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THE COMPANIES ACT 2013, OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, the Joint Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

SECRETARIAL AUDIT REPORT & AUDITOR

Pursuant to Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014, the Board, based on the recommendation of the audit committee, had appointed M/s. Mayank Arora & Co., Practicing Company Secretary (FCS No. 10378, CP No. 13609), as the Secretarial Auditors of the Company to conduct audit of the secretarial records for the financial year ended March 31, 2025. The secretarial audit report is annexed as Annexure VI and forms part of this Report.

The Management Representation on the qualifications/ observations/ remarks of Secretarial Auditor pertaining to year ended March 31, 2025 are as under:

Auditor Comment	Management Response
During the year under review, the company has delayed in filing disclosure under Regulation 23(9) of the SEBI (LODR) Regulations, 2015 for the half year ended March 31, 2024. However, the Company has paid the SOP fine of Rs. 5,000/- to both the stock exchanges.	The Company had filed the disclosure under Regulation 23(9) of the SEBI (LODR) Regulations, 2015 for the half year ended March 31, 2024 and the Company has also paid a penalty of Rs. 5,000/- to each stock exchange.

Pursuant to Regulation 24A of SEBI Listing Regulations, the Annual Secretarial Compliance Report of the Company as issued by M/s. Mayank Arora & Co., Practicing Company Secretary, was submitted to the stock exchanges within the statutory timelines.

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting held on August 29, 2025, based on recommendation of the audit committee, has approved the appointment of M/s. Mayank Arora & Co., Company Secretaries (Firm Registration Number P2023MH094900 and Peer Review Certificate No. 5923/2024) as Secretarial Auditors of the Company for a term of five consecutive years commencing from financial year 2025-26 till financial year 2029-30, subject to approval of the Members at the ensuing AGM.

M/s. Mayank Arora & Co., Company Secretaries have given their consent and confirmed that they are not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy the eligibility criteria.

MAINTENANCE OF COST RECORDS

Your Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and accordingly such accounts and records have not been maintained by the Company.

SECRETARIAL STANDARDS OF ICSI

The Company has complied with the requirements prescribed under the Secretarial Standards on meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and as notified by the MCA.

INTERNAL AUDITOR AND THEIR REPORT

The Board has appointed Mr. Varun Suthar as the Head of Internal Audit of the Company w.e.f. November 01, 2024 and Mrs. Purvi Sanghavi as the Internal Auditor w.e.f. January 15, 2025 to conduct Internal Audit for FY 2024-25 . in accordance with Companies Act, 2013 and RBI guidelines.

An Audit plan was rolled out after approval of the Audit Committee. Pursuant to Risk Based Internal Audit Framework, internal audit is aligned in such a manner that assurance is provided to the Audit Committee and Board of Directors on quality and effectiveness of the internal controls and governance related systems and processes.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(f) and other applicable regulation read with Schedule V of Listing Regulations is presented in a separate section and forms part of the Annual Report.

CORPORATE GOVERNANCE REPORT AND ITS COMPLIANCE CERTIFICATE

In compliance with Regulation 34 read with Schedule 9 of the Listing Regulations, a detailed report on Corporate Governance forms an integral part of this Annual Report. A Certificate from the Practicing Company Secretary confirming compliance of the conditions of Corporate Governance as stipulated under the Listing Regulations is appended to the Corporate Governance Report.

BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT (BRSR)

Pursuant to amendment in SEBI Listing Regulations, top 1000 listed entities based on market capitalisation are required to submit a BRSR with effect from F.Y. 2025.

In accordance with Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report has been annexed to this Report as Annexure VII which forms an integral part of this report.

DISCLOSURE ON NOMINATION AND REMUNERATION COMMITTEE AND NOMINATION AND REMUNERATION POLICY

Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations, requires the Nomination and Remuneration Committee ("NRC") to formulate a policy relating to the remuneration of the Directors, SMP/KMPs and other employees of the Company and recommend the same for approval of the Board. Further as per requirements of Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023, the Company is required to put in place a Board approved compensation policy. Further, Section 134 of the Act stipulates that the Boards Report is required to

include a statement on the Companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of director and remuneration for KMPs and other employees ("the Policy"). In view of the aforesaid, the Board has, based on the recommendation of the NRC of the Company, approved the Policy which is available on the website of the Company athttps://www.authum.com/policies.php

The Nomination and Remuneration Committee as on March 31, 2025 was comprised with following members:

Mr. Rahul Bagaria - Chairman and Non-Executive Independent Director, Haridas Bhat - Non-Executive Independent Director and Mrs. Alpana Dangi - Non-Executive Non- Independent Director as members of the Committee. The details with respect to the attendance and meetings of the NRC Committee has been provided in the Corporate Governance Report.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act, Regulation 21 of the SEBI Listing Regulations and RBI regulations. The details are covered as part of the Corporate Governance Report. The Company has a risk management framework and Board members are informed about risk assessment and minimization procedures and periodical review to ensure management controls risk by means of a properly designed framework. The Risk Management committee facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting.

The Risk Management Committee as on March 31, 2025 comprised of Mr. Amit Dangi - Chairman and Whole Time Director, Mr. Divy Dangi - Whole-Time Director, Mr. Haridas Bhat - Non Executive Independent Director and Mr. Deepak Dhingra - Chief Risk Officer as members of the Committee.

Further upon re-constitution of the Committee by the Board of Directors at their meeting held on May 12, 2025, the Committee currently comprises of Mr. Ajai Kumar - Chairman and Non-Executive Independent Director, Mr. Amit Dangi - Whole-Time Director, Mr. Divy Dangi - Whole-Time Director, Mr. Haridas Bhat - Non Executive Independent Director, Mr. Akash Suri - Whole-Time Director and Chief Executive Officer and Mr. Deepak Dhingra - Chief Risk Officer as members of the Committee.

WHISTLE BLOWER/VIGIL MECHANISM

The Company has formulated a codified Vigil Mechanism Policy incorporating the provisions relating to Vigil Mechanism in terms of Section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, in order to encourage Directors and Employees of the Company to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in anyway. The Companys vigil mechanism / whistleblower policy aims to provide the appropriate platform

and protection for whistle blowers to report instances of any actual or suspected incidents of unethical practices, violation of applicable laws and regulations including the integrity code, code of conduct for prevention of insider trading, code of fair practices and disclosure.

All employees and directors have access to the Chairman of the audit committee. The ACs oversight ensures that the framework is accessible to all stakeholders and that it aligns with best practices. Necessary details pertaining to the framework are disclosed in the Corporate Governance Report. The said Policy is available on the Companys website https:// www.authum.com/policies.php

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

(A) Conservation of Energy and Technology Absorption:

The need for adoption of clean technology, improving end- use efficiency and diversifying energy bases, etc. have all been seriously considered by the Government of India and the country is poised for a considerable increase in the use of renewable energy sources in its transition to a sustainable energy base. Your Company, being a Non-Banking Finance Company has no activity relating to Conservation of Energy and Technology Absorption as stipulated in Rule 8(3) of Companies (Accounts) Rules, 2014.

(B) Foreign Exchange Earnings & Outgo

During the year under review, the Company did not have any Foreign Exchange Earnings however there was Outgo of Rs. 1.06 Crore.

CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER CERTIFICATION

A Certificate of the Chief Executive Officer and Chief Financial Officer of the Company in terms of Regulation 17(8) of the Listing Regulations is annexed to this report.

DISCLOSURE UNDER THE SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are

covered under this policy. The Companys POSH Policy states for prevention, prohibition and redressal of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The details with respect to the Internal Complaints Committee have been disclosed in the Corporate Governance Report.

Summary of sexual harassment complaints received / disposed off / pending during the FY 2024- 25 is as follows :

- Number of complaints received in the year: Nil

- Number. of complaints disposed off during the year: Nil and

- Number of cases pending for more than ninety days : Nil

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

Your Company demonstrates its commitment to the well-being of its women employees by complying with the provisions of the Maternity Benefit Act, 1961 and confirms adherence to applicable provisions of the Maternity Benefit Act, 1961. This adherence reflects the companys core values, including sensitivity and integrity towards its workforce. The Company recognises employees as key stakeholders, as outlined in its Employee Handbook. The policy ensures that any employee- related grievances, including those concerning maternity benefits, are handled through an established redressal mechanism and emphasizes a fair, consistent, and rule- abiding process for grievance resolution, with an escalation matrix available to ensure timely and effective handling of all complaints.

RBI COMPLIANCES

The Company is registered as a non-deposit accepting systemically important NBFC. The Company complies with the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 and all the applicable laws, regulations, guidelines, etc. prescribed by RBI from time to time. In compliance with the requirement of Scale Based Regulatory Framework the Company has defined and appointed various control functions such as Chief Risk Officer, Chief Compliance Officer, Head of Internal Audit, Chief Information Security Officer & Chief Information Officer.

During FY 2024-25, there were no frauds committed by the Company and no material frauds committed on the Company by its officers or employees.

CHANGE IN NATURE OF BUSINESS

During the financial year 2024-25, there has been no change in the nature of the Companys business.

OTHER DISCLOSURES AND INFORMATION

a) Significant and Material Orders passed by any Authorities

There are no significant and material orders passed by the regulators/courts which would impact the going concern status of the Company and its future operations.

b) Material Changes and Commitments affecting financial position of the Company between the end of the financial year 2024-25 and the date of the report

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which these financial statements relate and the date of the Boards Report.

c) Proceedings Under Insolvency and Bankruptcy Code, 2016

There are no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on March 31, 2025.

d) 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

There are no instances of one-time settlement during the financial year.

DEPOSITORY SYSTEM

The Companys Equity Shares are compulsorily tradable in electronic form. As on March 31, 2025, Companys 100 % of total equity paid-up share capital comprising 16,98,45,100 Equity Shares, were in dematerialized form.

APPRECIATION

Your Company has been able to perform better with the continuous improvement in all functions and areas which coupled with an efficient utilization of the Companys resources led to sustainable and profitable growth of the Organization. We extend our heartfelt appreciation to all our stakeholders whose unwavering support has been instrumental in our journey toward success. We are grateful to our investors for their confidence and commitment, our partners for their collaborative spirit, and our suppliers for their reliability and quality. Your collective efforts, insights, and encouragement have not only propelled us forward but have also shaped the foundation of our achievements. Together, we have built something truly remarkable, and we look forward to continuing this journey with the same passion and shared purpose. Your Directors express their deep sense of appreciation and extend their sincere thanks to every employee and associates for their dedicated and sustained contribution and they look forward the continuance of the same in future.

ACKNOWLEDGEMENTS

The Directors would like to place on record their gratitude for the valuable guidance and support received from the Reserve Bank of India, the Securities and Exchange Board of India, the Registrar of Companies, and other government and regulatory agencies and to convey their appreciation to the Members, bankers, lenders, vendors and all other business associates for the continuous support given by them to the Company. The Directors also place on record their appreciation of all the employees of the Company for their commitment, commendable efforts, team work and professionalism.