Cindrella Financial Services Ltd Management Discussions

INDUSTRY STRUCTURE AND DEVELOPMENTS:

Cindrella Financial Services Limited is a listed entity and conducts business as a NBFC deriving its revenues mainly from interest earned on long term loans, rental income and fees for consultancy services rendered to various entities. At present the Company does not have any public deposits, secured debts instruments or other similar schemes.

OPPORTUNITIES AND THREATS:

The Company can take advantage of the fluctuating stock market, exercising prudence and caution and using the prevailing trend in the financial markets, boost its earnings with judicious investments. However, the Company remains exposed to risks from stock market fluctuations and its resultant negative impacts.

OUTLOOK:

During the year under review, interest earnings saw increase, though the Company earned lower dividend incomes. The effort was on creating opportunities to increase business volumes and concentration was mainly on core non- banking financial activities. The Company is focused on improving its fund management.

RISKS AND CONCERNS AND CAUTIONARY STATEMENT:

The companys objectives, projections, estimates and expectations as stated herein are in the nature of ‘forward looking statements within the meaning applicable under the securities laws and regulations. As ‘forward looking statements are based on certain assumptions and expectations of future events over which the company exercises no control, the company cannot guarantee their accuracy nor can it warrant that the same will be realized by the company. Actual results could differ materially from those expressed or implied. Significant factors that could make a difference to the companys operations include domestic and international economic and political conditions affecting the industry, changes in foreign exchange rates, government regulations, tax regimes and other statutes.

SEGMENT-WISE PERFORMANCE:

This is not applicable in the area of operations of your company.

INTERNAL CONTROL SYSTEMS AND ADEQUACY :

The Company has proper internal controls systems and its adequacy has been reported by its auditors in their report.

The companys internal control systems are commensurate with the nature of its business and the operations.

Systems have been put in place to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorized, recorded and reported. The Board duly considers and takes appropriate action on the recommendations made by the statutory auditors and the independent Audit Committee of the Board of Directors.

FINANCIAL PERFORMANCE REVIEW Revenue: Standalone:

The Companys total income is Rs.31.54 lacsfor the year ended March 31, 2025as compared to Rs.33.20 lacs in the previous year.

Consolidated:

After adding the current years profit of the associate company Cindrella Hotels Ltd.amounting to Rs. 6.34 lacs,the total net profit in the books of your company stands at Rs. 19.27 lacs. Expenditure:

The Companys total expenditure has increased to Rs. 14.77lacs for the year ended March 31, 2025as against Rs. 9.47 lacs of the previous year ended March 31, 2024.

Profit after tax:

Profit after tax is Rs. 12.93 lacsfor the year ended March 31, 2025as compared to Rs. 15.60 in the previous year.

EPS

The earnings per share for the year ended March 31, 2025isRs. 0.39as compared to Rs. 0.47per equity share of Re.10 /- each in the previous year.

CHANGES IN KEY FINANCIAL RATIOS:

Pursuant to provisions of Regulation 34 (3) of SEBI (LODR) Regulation, 2015 read with Schedule V part B(1) details of changes in Key Financial Ratios is given hereunder:

Sr. No.	Key Financial Ratio	%	*FY 2023-24	*FY 2024-25
1	Current Ratio	919.96	0.05	47.59
2	Debt Equity Ratio	--	--	--
3	Debt Service Coverage Ratio	--	--	--
4	Return on Equity Ratio	--	--	--
5	Inventory Turnover Ratio	--	--	--
6	Trade Receivable Turnover Ratio	--	--	--
7	Trade Payable Turnover Ratio	--	--	--
8	Net Capital Turnover Ratio	--	--	--
9	Net Profit Ratio	--	--	--
10	Return on Capital Employed	--	--	--
11	Return on Investment	--	--	--

DEVELOPMENTS IN HUMAN RESOURCES AND INDUSTRIAL RELATIONS :

The Company has no reportable issues with regard to matters pertaining to human resources and industrial relations that are relevant for this report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) read with Rule 5(1) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

Sl. No.	Name of the Director/KMP and Designation	Remuneration of Director/KMP for financial year 2024- 25 (Rs In lakhs)	% Increase in Remuneration in the Financial year 2024- 25	Ratio of remuneration of each director/ median remuneration of employees	Comparison of the Remuneration of the KMP against the performance of the Company
1	Sangita Devi Baid Managing Director& CFO	--	--	--	--
2	Vivek Baid,	--	--	--	--
	Director
3	Amrita Dalmia,	1.62	12.5%	--	--
	Company Secretary

Companys Report on Corporate Governance.

Companys Philosophy & Corporate Governance

The Company strives to follow the best corporate governance practices inorder to foster a culture of compliance and obligation in the organization.The Company is in compliance with the provisions of Corporate Governance specified in the Listing Agreements with the Bombay Stock Exchange Limited and The Calcutta Stock Exchange Limited. The Company is committed to meet the expectations of all its stakeholders as a responsible corporate citizen.

Board of Directors

The Board of Directors of the Company presently comprises of 4 Directors: 1 Non-Executive Director, 1 Managing Director and 2 Independent Directors. The Directors possess experience and specialization in diverse fields, such as project management, legal, banking, finance, administration, etc. The composition of the Board and category of Directors are as follows:

Category	Name of Directors	Designation	No. of Shares held as on 31st March,2025
Chairman &Non Executive Director	Vivek Baid	Director	604,259
KMP	Sangita Devi Baid	Managing Director & CFO	36,100
Independent Directors	Sunil Choraria	Director	0
	Anup Kumar Bhattacharya	Director	0

Availability of information to the members of the Board

The Board has quick and comprehensive access to information about the Company. The Board periodically reviews status of compliance of all laws applicable to the Company as well as steps taken to rectify instances of non-compliance.

Mechanism for Evaluation of Board

Evaluation of all Board members is done on an annual basis. The evaluation is done by the Board with specific focus on the performance and effective functioning of the Board and individual Directors and the criteria for evaluation of Board of Directors as a whole or for Individual Directors are considered optimum and are being continued without any changes thereto.

Audit Committee / Vigil Mechanism

The Audit Committee of the Company presently comprises all 4 Directors and is duly constituted. During the year under review, the Committee met on the dates on which the Board meetings were held and all members of the said Committee attended the meetings. The Company has a Whistle-Blower Policy in place for its Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct. The Policy provides for protected disclosures for the Whistle- Blower. Disclosures can be made through e-mail or letter to the Whistle Officer or to the Chairperson of the Audit Committee. The Whistle-Blower Policy can be accessed on the Companys website: http://cindrellafinancialservicesltd.com/

Nomination and Remuneration Committee

The Committee presently comprises all 4 Directors and is duly constituted. During the year under review, the Committee met on the dates on which the Board meetings were held and all members of the said Committee attended the meetings.

Stakeholders Relationship Committee

The Committee presently comprises of the Managing Director, 1 Non-Executive Director and 1 Independent Director. During the year under review, the Committee met on the dates on which the Board meetings were held and all members of the said Committee attended the meetings.

Company Policy on Directors Appointment and Remuneration including Criteria for Determining Independence

Your Company recognizes the importance of aligning the business objectives with specific and measurable individual objectives and targets. Therefore the Company continues to adhere to the remuneration policy formulated for its directors, key managerial personnel and other employees keeping in view the following objectives: a) Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate, to run the company successfully. b) Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks. c) Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals. Likewise recognizing the importance of Independent Directors in achieving the effectiveness of the Board your Company retains the policy formulated in this regard. The Independent Directors shall abide by the "Code for Independent Directors" as specified in Schedule IV to the Companies Act, 2013.

Other directorships / committee memberships

The Board members have adequate time and expertise and experience to contribute to effective Board performance. The Directorships/Memberships of the Board members in the Boards / various Committees of the Board of other companies are within the limits specified in this regard. Smt. Amrita Dalmia, Company Secretary, the Compliance Officer of the Company regularly interacts with Registrar and Share Transfer Agents (RTA) to ensure that the complaints/grievances of the Shareholders/Investors are attended to without any delay and where deemed expedient, the complaints/grievances are referred to the Chairman of the Committee or discussed at its meetings.

No Shareholders complaints were reported and no complaints are pending at the end of the financial year 2024-25. Compliance Officer

Name of the Compliance Officer	Smt. Amrita Dalmia
Telephone	033-2248-1186

Share Dealing Code

In accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company formulated the Companys Corporate Policy for Code of Internal Procedures and Conduct for Prevention of Insider Trading in Shares & Securities of the Company by its employees, the Companys code inter alia prohibits purchase/sale of Shares of the Company by employees while in possession of unpublished price sensitive information in relation to Company.

General Shareholder Information

(a) 31^st Annual General Meeting

Day/Date

Time

Venue

Wednesday / 24.09.2025 4:00 p.m. through Video Conferencing (VC)/ Other Audio Visual Means (OAVM). (b) Equity Shares Listing on Stock Exchange: i) Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers,Dalal Street, Fort, Mumbai-400 001; ii) The Calcutta Stock Exchange Limited, 7, Lyons Range, Kolkata 700 001. (c) The Company has complied with mandatory requirements of the Listing Agreements and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; (d) Registered Office The Registered office of the company is situated at 9, Mangoe Lane, Kolkata. (e) Script Information

Particulars	Script Code/ Information
Bombay Stock Exchange Limited	531283
Face Value	Rs.10/- each

(f) Registrar & Share Transfer Agents

M/s Niche Technologies Private Limited has been appointed as one point agency for dealing with shareholders. Shareholders correspondence should be addressed to the companys Registrar & Share

Transfer Agent at the address mentioned below:

M/s Niche Technologies Pvt. Limited Registrar & Share Transfer Agent

3A Auckland Place, 7^th Floor, Room No 7A & 7B, Kolkata 700017 Phone No : 033-2235-7271/7270/3070 EDP Centre : 2666-4775/0693; Fax : 033-2215-6823

Green Initiative in the Corporate Governance

As part of the Green Initiative process, the Company has taken an initiative of sending documents like notice calling

Annual General Meeting, Corporate Governance Report, Directors Report, Auditors Report, Audited Financial Statements, dividend intimations etc, by email. Physical copies are sent only to those shareholders whose email addresses are not registered with the depositories / Registrar and Transfer Agent and for the bounced-mail cases. Shareholders are requested to register their email id with Registrar and Transfer Agent /concerned Depository to enable the Company to send the documents in electronic form or inform the Company in case they wish to receive the above documents in paper mode.