Available Finance Ltd Directors Report

During the year under review, the Company achieved a turnover of ^ 56.67 Lakhs as against a turnover of ^ 54.65 Lakhs in the previous year registering an increase by 3.71%. Further, Net Profit for the year has decreased by 3.28% which is ^ 22.54 Lakhs as compared to ^ 23.30 Lakhs in the previous year.

A proportionate share in the profits of associate companies based on the shareholdings in such companies, have been included in the consolidated financial statement.

Your company is an un registered Non DepositTaking Core Investment Company (NBFC ND CIC) and is following the various regulations as applicable to the unregistered CIC as required by the RBI directions/guidelines as may be applicable from time to time.

Your company makes investment in equity shares and provides loans and advances to the Group companies and earns interest income/dividend from such loans/investments from such Group Companies.

In order to preserve the profit and to utilize such amount in the business activities, your Board of directors does not recommend any dividend during the year 2024 2025 under review. (Previous year: Nil)

The Board of directors of your Company has decided not to transfer any amount to the General Reservesfor the financial year ended 31^st March 2025, however, the Company has transferred amount ^4.51 Lakhs to the NBFC Reserves as per directions issued by RBI to the NBFC Companies. (Previous year: ^4.66 Lakhs)

In accordance with the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 and IND AS 28 Investment in Associates, the Audited Consolidated Financial Statements forms part of this Annual Report.

None of the Company have become or ceased to be its Holding, Joint Ventures or Associate Company(ies) during the year under review.

Details of Holding and Associates of the Companyat the time of closureof Financial year are as follows:

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a report on the performance and financial position of each of the Associates is provided, in the prescribed Form AOC 1, in Annexure Ais enclosed to this Report.

Your Company has ascertained NPA under Non Banking Financial (Non deposit accepting or holding) Companys Prudential norms (Reserve Bank) Directions, 2007, as amended from time to time, and made adequate provisions there against. The company did not recognize interest income on such NPAs.

Your Company continues to comply with all the requirements prescribed by the RBI for the NBFC Companies (Unregistered Core Investment Company) from time to time.

Pursuant to section 134(5) of the Companies Act, 2013, the Board of directors, to the best of its knowledge and ability, confirm that:

i. In the preparation of the Annual Accounts for the Financial Year ending on 31^st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. the accounting policies selected have been applied consistently, and judgements and estimates are made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company as at 31^stMarch 2025 and of the profit of your Company for the year ended on that date;

iii. proper and sufficient care has been taken 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;

i v. Annual Accounts for the Financial Year 2024 25 have been prepared on a going concern basis;

v. the Directors have laid down proper internal financial controls, and that such internal financial controls are adequate and were operating effectively;

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws, and that such systems were adequate and operating effectively.

The 2^nd term of 5 (five) consecutive years of M/s Mahendra Badjatya& Co, Chartered Accountants, (F.R.NO: 001457C), Indore as Statutory Auditors of the Company will expire at the conclusion of ensuing 33^rdAnnual General Meeting (AGM). Accordingly, in terms of provisions of section 139 of the Companies Act, 2013 the Audit Committee and Board recommends the appointment of M/s. SAP Jain & Associates (FRN: 019356C), Chartered Accountants, Indore as the Statutory Auditors of the Company to hold office of the Auditors for a first term of 5 (Five) consecutive years from the conclusion of 33rd AGM till the conclusion of 38th Annual General Meeting to be held in the year 2030 in place of the existing retiring auditor M/s Mahendra Badjatya& Co, Chartered Accountants, (F.R.NO: 001457C) on such remuneration as may be mutually decided by the Auditors and Board. As required under Regulation 33(1)(d) of the SEBI (LODR) Regulation, 2015, the proposed auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors Report and the Notes on financial statement for the year 2024 25 referred to in the Auditors Report are self explanatory and do not contain any qualification, reservation or adverse remark, therefore, do not call for any further comments.

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed M/s Ishan Jain & Co., Company Secretaries, (FRN: S2021MP802300; FCS: 9978; CP: 13032) Indore conducting Secretarial Audit for the financial year 2024 25.

The Secretarial Audit Report for the financial year ended 31^stMarch 2025 in Form MR 3 is attached as "Annexure B" and forms part of this Report. The Report of the Secretarial Auditor does not contain any qualification, reservation or adverse remark except the following: Secretarial Auditor Qualification:

1) The Management would like to inform that, as on the date of issuance of the Secretarial Audit Report, the Insurance company was in process to issue new Bundled Insurance Policy with other items as required under the Companies Act, 2013 due to which, the company cannot renew the above stated Insurance policy.

Further, the Board of directors of the Company on the recommendation of the Audit Committee, at its meeting held on 29^th May, 2025has recommended the members to approve the appointment of M/s Ishan Jain & Co., Company Secretaries, (FRN: S2021MP802300; FCS: 9978; CP: 13032) to conduct Secretarial Audit for the consecutive 5 (five) years from the conclusion of the 33^rdAGM till the conclusion of the 38^thAGM to be held in the calendar year 2030.

Mr. Ishan Jain, Proprietor of the Ishan Jain & Co., Company Secretaries has consented to act as the Secretarial Auditor of the Company and confirmed that his appointment, if approved, would be within the limits prescribed under the Companies Act, 2013 and SEBI LODR Regulations. He has further confirmed that he is not disqualified to be appointed as the Secretarial Auditor under the applicable provisions of the Act, rules made thereunder, and SEBI Listing Regulations.

The Board had appointed M/s. VSK & Company (Firm Registration Number: 000837C, Practicing Chartered Accountants as an Internal Auditor of the Company for the Financial Year 2024 25.

The internal auditor reports their findings to the audit committee of the Board. The audit functionmaintains its independence and objectivity while carrying out assignments. It evaluates on a continuous basis, the adequacy and effectiveness of internal control mechanism with the interaction of KMP and functional staff.

The company has taken stringent measures to control the quality of disbursement of loan and its recovery to prevent fraud. The company has also taken steps to check the performance of the functional employees of the company at branch level.

Since the company is not carrying out any manufacturing activities, your Company is not required to conduct the Cost Audit and is not required to maintain Cost Records as specified under section 148 of the Companies Act, 2013 and not required to conduct cost audit during the year under review.

During the year under review, theAuditors of the Company have not reported, any instances of fraud committed against your Company by its officers and employees to the Board, hence no disclosures is required to be given for those purposes.

Your company does not fall under the threshold limit as required under the provisions of Section 135 of the Companies Act, 2013 and rules made there under, hence there was no requirement to constitute CSR Committee as well as formulate any policy thereof.

During FY 2024 25, 5 (Five) Board Meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 along with their rules, Secretarial Standard and the SEBI (LODR) Regulations, 2015. The details of the Board meetings held during the year along with the attendance of the respective directors there are set out in the Corporate Governance Report forming part of this Annual Report.

Regulation 34 read with Schedule V of SEBI (LODR) Regulations, 2015 and the Companies Act, 2013, the corporate governance report, management discussion and analysis, certificate from Practicing Company Secretary regarding non disqualification, debarred for being appointment or continue to be appointed and the auditors certificate regarding compliance of conditions of corporate governance is enclosed herewith as per Annexure C.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as on 31^st March, 2025 can be accessed on the website of Company at following link:http://www.availablefinance.in/Disclosures.php

Your company has a Board approved Know Your Customer (KYC) and Anti Money Laundering measure policy (AML) in place and adheres to the said policy. The said policy is in line with the RBI Guidelines.

The Company also adheres to the compliance requirement in terms of the said policy including the monitoring and reporting of cash and suspicious transactions. There are, however, no cash transactions of the value of more than ¹ 10,00,000/ or any suspicious transactions whether or not made in cash noticed by the company in terms of the said policy.

Your company has in place a Fair Practice Code (FPC), as per RBI Regulations which includes guidelines from appropriate staff conduct when dealing with the customers and on the organizations policies vis avis client protection. Your company and its employees duly complied with the provisions of FPC.

Your company has adopted a code of conduct as required under Regulation 17 of SEBI (LODR) Regulations 2015, for its Board of Directors and the senior management personnel. The code requires the Directors and employees of the company to act honestly, ethically and with integrity and in a professional and respectful manner. The certificate of Management is attached with the Report in the Corporate Governance section.

Your company has in place a code for prevention of insider trading practices in accordance with the model code of conduct, as prescribed under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended and has duly complied with the provisions of the said code.

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013 read with rule 7 of Companies (Meeting of Boards and its powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the company had adopted a robust Vigil Mechanism policy which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of unethical behavior, actual or suspected, fraud or violation of the company code of conduct policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the chairman of audit committee in exceptional cases. Policy of the whistle blower of the Company has been given at thewebsiteoftheCompanvat(http:// www.availablefinance.in/Policv.php) and attached the same as Annexure D to this report.

Your Company has zero tolerance for sexual harassment at workplace. The Company 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 the rules framed there under. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (Act") and Rules made there under, your company has constituted Internal Complaints Committees (ICC). Statement showing the number of complaints filed during the financial year and the number of complaints pending as on the end of the financial year is shown as under:

Since, there was no complaint received during the year, which is appreciable as the management of the company endeavor efforts to provide safe environment.

Total Strength of the Employees as on 31^stMarch, 2025 is as follows:

The Board has, on the recommendation of the nomination and remuneration committee framed a remuneration policy as prescribed under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015. Policy of the Company is available at the website of the Company at (http://www.availablefinance.in/Policv.php)

Transactions entered with related parties as defined under section 188(1) of the Companies Act, 2013 during the financial year were in the ordinary course of business and on an arms length basis and were not material. Therefore, the requirement to attach Form AOC 2 is not applicable. For further details, please refer to the relevant notes to the Standalone Financial Statements which forms part of this Annual Report.

Pursuant to provisions of Regulation 23 of the SEBI (LODR) Regulations, 2015. The company has material related party transactions which are regular in nature and are in ordinary course of business and pursuant to the provisions contained in the SEBI Master Circular No SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11^th Nov., 2024, the company has taken approval of members in the General Meeting held on 27^th day of September, 2023 and the validity of the said approval of members is for a period of 1 (one) year and your board of directors are further proposing for the approval of Material Related Party Transactions pursuant to Reg. 23 of the Listing Regulations in the ensuing General Meeting.

The related party transaction policy formulated by the company defines the materiality of related party transactions and lays down the procedures of dealing with related party transactions. The details of the same are posted on the Companys website (http://www.availablefinance.in/Policy.php)

All Related Party Transactions are placed before the Audit Committee and were duly approved as may be required.

Policy of company for the appointment of Directors and their remuneration is hosted on the website (www.availablefinance.in) of the company as per the requirement of the section 178 of the Companies Act, 2013.

As there are no female employees in the Company, therefore, the provisions of the Maternity Benefit Act, 1961 are not presently applicable. However, the Company affirms its commitment to comply with the provisions of the Maternity Benefit Act, 1961 as and when female employees are engaged.

The Board has, on the recommendation of the nomination and remuneration committee framed a Nomination, Remuneration and Evaluation Policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors and, or senior management personnel of the company, along with the criteria for determination of remuneration of directors, KMPs and other employees and their evaluation and includes other matters, as prescribed under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015. Policy of the Company has been given at the website of the Company at http:/ /www.availablefinance.in/Policy.php. The details of the same are also covered in the Corporate Governance Report forming part of this Annual Report.

Your Company is an Unregistered Core Investment Company and has business of granting loans and making investment, therefore, the provisions of section 186 of the Companies Act, 2013 and the rules made there under are applicable to the company. The Company has passed a special resolution in its 30^th Annual General Meeting held on 20^th day of September, 2022 pursuant to Section 186 of the Companies Act, 2013.

The Company has made certain investments and provided loans to certain corporate during its ordinary course of business during the year under review, details of which can be reviewed in the Financial Statements of the company. The disclosure by way of an statement of the loans, advances, investments made by the Company is enclosed as Annexure E attached with this Board Report.

The Company is primarily engaged in the business of Investment and Lending Activities and is associated with the normal business risk of the market. Any change in the taxation and Industrial policy by the Government may adversely affect the profitability of the Company. The Company has adequate internal control to monitor the financial transactions and the books of accounts are being audited by the independent auditor of the Company.

There have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

There have been no Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern Status and Companys Operations in Future during the period under review.

The Paid up Equity Share Capital as on 31^st March, 2025 is ^ 10,20,37,000/ divided into 1,02,03,700 Equity Shares carrying voting rights of ^ 10/ each. During the year under review, the company has not issued any shares with differential voting rights nor granted stock options nor sweat equity Shares as on 31^st March 2025.

The Equity Shares of the Company continue to remain listed on BSE Limited (Security Code: 531310) and frequently traded by the investors at main board of BSE Ltd. The company has paid the annual charges to the Depositories and has paid the listing fees to BSE Limited for the financial year 2025 26.

The operations of the Company are not energy intensive. However, adequate measures are being taken to reduce energy consumption through efficient usage of office equipment and digital communication. The Company continues to adopt energy saving practices wherever applicable.

The Company does not undertake any manufacturing activity requiring technology absorption. However, it uses modern financial software and IT infrastructure to enhance operational efficiency and customer service. The Company remains updated with technological advancements relevant to the NBFC sector.

a. Foreign Exchange Earnings: Nil

b. Foreign Exchange Outgo: Nil

The Company has devised a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non executive Directors and Executive Director. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, Communicating inter se board members, effective participation, domain knowledge, compliance which code of conduct, vision and strategy. Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(4) of SEBI (LODR) Regulations 2015, the Board carried out an annual performance evaluation of the Board, Committees, Individual Directors and the Chairperson. The Chairman of the respective Committees shared the report on evaluation with the respective committees members. The performance of each committee was evaluated by the Board, based on report on evaluation received from committees.

The report on performance evaluation of the Individuals Directors was reviewed by the Board and feedback was given to Directors

There was no change in the nature of business of the company during the year under review.

During the period under review,the following changes were madeto the composition of Board of Directors of the company:

Ms. Priyanka Jha (DIN: 07347415) Independent director has resigned from the Board w.e.f 12^th August, 2024 due to her personal reasons as provided in her resignation letter;

Mr. Aseem Trivedi(DIN: 01244851) Independent director has resigned from the Board w.e.f 12^th August, 2024 due to his pre occupation as provided in his resignation letter;

Mr. Sahive Alam Khan (DIN: 09179685) Independent director has resigned from the Board w.e.f 12^th August, 2024 due to his Other Commitments as provided in his resignation letter;

On the recommendation of the Nomination and Remuneration Committee, the Board of directors at their meeting held on 12^th August, 2024 has appointed Mr. Dhawal Bagmar (DIN: 10217380); Mr. Pradhumn Pathak (DIN: 10697083) and Ms. Apoorva Jain (DIN: 10714927) as the Additional Director under the category of Non Executive Independent Director of the company w.e.f 12^th August, 2024 for the term of 5 (Five) Consecutive years which was duly confirmedby the members at their 32^nd Annual General Meeting held on 20 September, 2024.

b. Changes in Directors and KMP after the closure of the Financial Year but before the approval of this Report: Nil

Pursuant to the provision of the Companies Act, 2013 and Regulation 17(1)(b) of SEBI (LODR) Regulations, 2015, company is having 3 (Three) Independent Directors including 1 (one) Woman Independent Director as on 31^st March, 2025, which are as follows:

Mr. Dhawal Bagmar (DIN: 10217380)

Mr. Pradhumn Pathak (DIN: 10697083)

Ms. Apoorva Jain, Women Director (DIN: 10714927)

The Company have received necessary declaration from all the Independent Directors as required under section 149(6) of the Companies Act, 2013 confirming that they meet the criteria of Independence as per Regulation 16(1)(b) of SEBI (LODR) Regulation, 2015 and the Companies Act, 2013. In the Opinion of the Board, all the independent directors fulfill the criteria of independencewith regard to integrity, expertise and experience (including the proficiency) as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. All the Independent Directors are also registered with the databank maintained by the IICA as per the requirement of the Companies Act, 2013.

Mr. Dhawal Bagmar (DIN: 10217380), Mr. Pradhumn Pathak (DIN: 10697083) and Ms. Apoorva Jain, Women Director (DIN: 10714927) were appointed as IndependentDirectors of the Company during the year under review and have expertise and proper experience including proficiency as ascertained from the online proficiency self assessment test conducted by IICA.

Re appointment of Mr. Rakesh Sahu (DIN: 08433972)Whole time Director and CFO, as a Director is

liable to retire by rotation in the ensuing Annual General Meeting.

The Company has duly constituted the following Committee as per the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

a. Audit Committee

b. Stakeholder Relationship Committee

c. Nomination and Remuneration Committee.

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report.

a. Accepted during the year: Nil

b. Due and remained unpaid or unclaimed as at the end of the year: Nil

c. Outstanding Amount at the end of year (In Lakh): Nil

d. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: Nil

During the year ender review, the Company has not accepted any deposits which are not in compliance of the (Companies Acceptance of Deposits) Rules, 2014 as well as RBI directions.

The Company has not accepted any amount from the Directors of the Company during the year.

Your Company has in place adequate internal control system (including internal financial control system) commensurate with the size of its operations.The company has adequate internal financial control backed by sufficient qualified staff, system software and special softwares. The company has also an internal audit system by the external agency.

The ratio of the remuneration of each director to the median employees remuneration and other details in terms of u/s 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report and is annexed as per Annexure F.

The Company has only 3 (Three) employees on 31^stMarch, 2025 and the particulars thereof in terms of remuneration drawn as per rule 5(2) read with rule 5(3) of Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed with the report as Annexure G.

Further, there is no employee drawing remuneration of ^ 8,50,000/ per month or ^ 1,02,00,000/ peryear, therefore, the disclosure of particulars of employees as required u/s 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the Company.

Your Board informthat,CS Suyash Choudhary, Company Secretary and Compliance Officer and Mr. Mahesh Nirmal, CEO of the company were in receipt of remuneration in excess of the Whole time Director of the company. However, none of them along withtheirrelative hold more than 2% equity shares of the company. Therefore, the disclosure as required under Rule 5(2)(iii) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable.

Your Company is in compliance with the Secretarial Standardsspecified by the Institute of Company Secretaries of India.

Your Company is providing E voting facility under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The Ensuing AGM will be conducted through Video Conferencing/OVAM and No Physical Meeting will be held, and your Company has made necessary arrangements with CDSL to Provide facility for Remote E Voting and E Voting at ensuing AGM. The details Regarding E Voting Facility are Provided with the notice of the AGM.

Your directors state that no disclosure or reporting is required in respect of the following items as there were notransactions on these matters or were not applicable to the Company during the year under review:

a. Your Company has not filed any application or there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

b. Your Company has neitherannounced any Corporate Action (buy back of securities, declaration of any dividend, mergers and de mergers, split and issue of any securities)nor failed to implement or complete the Corporate Action within prescribed timelines.

c. There were no voting rights exercised by any employee of the Company pursuant to section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.

d. There was no instance of one time settlement with anyBank or Financial Institution;

e. There is no requirement to conduct the valuation by the bank and no valuation done at the time of one time Settlement during the period under review.

f. There were no revisions in the Financial Statement and Boards Report.

g. The company has not given any commission to WTD during the period under review.

Your Directors express their deep sense of gratitude to the banks, stakeholders, business associates, Central and State Governments for their co operation and support and look forward to their continued support in future.Your Directorsplace on record their sincere appreciation to all KMPs/employees of the Company for their unstinted commitment and continued contribution to the Company. We applaud them for their superior levels of competence, dedication and commitment to your Company.

CIN:L67120MP1993PLC007481

Registered Office: (Rakesh Sahu)

Indore 452003 MP DIN: 08433972 ^{DIN: 00379042}

(Pursuant to first proviso to sub section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries or associate companies or joint ventures Part "A": Subsidiaries Details of Subsidiaries

Number of subsidiaries : NIL

Number of Associate / Joint Venture : 2

1. The Company has no associates or joint ventures which are yet to commence operations.

2. The Company has no associates or joint ventures which have been liquidated or sold during the year.

CIN:L67120MP1993PLC007481 Registered Office:

Agarwal House, 5, Yeshwant Colony, Indore 452003 MP

Sd/

Whole Time Director & CEO DIN:08433972 Sd/

Company Secretary ACS: 57731

Sd/

Director DIN: 09438941

Sd/

Chief Executive Officer PAN: AJDPN4530E