F Mec International Financial Services Ltd Directors Report

To,

The Member(s) of

F MEC INTERNATIONAL FINANCIAL SERVICES LIMITED

Your Directors have pleasure in presenting the 32^nd Annual Report together with the audited financial statement of the Company for the year ended on 31st March 2025.

COMPANY OVERVIEW

F MEC INTERNATIONAL FINANCIAL SERVICES LIMITED (CIN: L65100DL1993PLC053936) is a BSE Listed Company (Scrip Code: 539552) having Registered Office at 908, 9th Floor Mercantile House, 15 K.G. Marg, Delhi-110001 working as a Non-Banking Finance Company. The Company has obtained registration as a Non- Banking Financial Company (“NBFC”) from Reserve Bank of India and is bearing Registration Number- B-14.01129 dated 11th September, 1998.

The performance highlights and summarized financial results of the Company are given below:

PERFORMANCE HIGHLIGHTS

o The income for the FY 2024-2025 increased by 177.71 % to Rs. 663.58 Lakhs as compared to Rs. 373.39 Lakhs in FY 2023-2024.

o The Profit before Tax for the FY 2024-2025 increased by 208.84 % to Rs 216.72 Lakhs as compared to Rs 103.77 Lakhs in FY 2023-2024.

o The Profit after Tax for the FY 2024-2025 increased by 208.56 % to Rs. 161.85 Lakhs as compared to Rs. 77.60 Lakhs in FY 2023-2024.

o The Earning per Share (EPS) of the Company for the FY 2024-2025 also witnessed an increase of 161.07 % to Rs 1.8203 per share as compared to Rs 1.1302 per share in FY 2023-2024.

FINANCIAL RESULTS

Your company has managed to book good amount of profits during the period under review as compare to the previous year and your management is optimistic to back on track in near future and register good volumes with profitability.

The Financial Results of the Company for the year ended 31st March, 2025 are as follows:-

(Amount in Lakhs)

PARTICULARS	2024-2025	2023-2024
Gross Income	664.25	375.06
Profit before Interest and Depreciation	308.11	106.04
Less: Finance Charges	(83.12)	(10.09)
Gross Profit	224.99	95.95
Less: Provision for Depreciation	8.26	(2.27)
Net Profit Before Tax	216.72	93.68
Less: Current Tax	(55.36)	(26.47)
Less: Deferred Tax	0.49	0.3
Net Profit After Tax	161.85	67.51
Appropriations: ? Transfer to/roll back from Reserves for Bad and Doubtful Debts	2.42	2.18
? Special Reserves and (As per RBI Act, 1934 - applicable for NBFC)	32.37	15.52
? Reserves and Surplus	127.06	59.9
Proposed Dividend on Equity Shares	-	-
Tax on proposed Dividend	-	-
Earning per Equity Share (EPS)	1.8203	1.1302
Earning per Equity Share (Diluted)	1.8203	1.1302

Your Company has prepared the Financial Statements for the Financial Year ended March 31, 2025 under Section 133 of the Companies Act, 2013 and in accordance with Division III of the Schedule III of the Companies Act, 2013 and has recast the Financial Statements relating to the previous Financial Year ended March 31, 2024 in order to make the comparable.

SHARE CAPITAL

The Authorized Share Capital of the Company as on 31st March, 2025 was Rs. 10,00,00,000 (Rupees Ten Crore Only) comprising of 1,00,00,000 Equity Shares of face value of Rs. 10/- each and Paid- Up Equity Share Capital of the Company as on 31st March, 2025 was Rs. 8,89,17,680 (Rupees Eight Crore Eighty Nine Lacs and Seventeen Thousand Six Hundred Eighty Only) comprising of 88,91,680 Equity Shares of face value of Rs. 10/- each. There was no change in the Authorized or the Paid-up Capital/Subscribed Capital during the Financial Year 2024-25.

a. Buy Back of Securities

The Company has not bought back any of its securities during the year under review as per the provisions of Section 68 of the Companies Act, 2013 read with the Rule 17 of the Companies (Share Capital and Debenture) Rules, 2014.

b. Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review as per the provisions of Section 54 of the Companies Act, 2013 read with Rule 8 of the Companies (Share Capital and Debenture) Rules, 2014.

c. Bonus Shares

No Bonus Shares were issued during the year under review as per the provisions of Section 63 of the Companies Act, 2013 read with Rule 14 of the Companies (Share Capital and Debenture) Rules, 2014.

d. Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees pursuant to Section 62 (1) (b) of the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debenture) Rules, 2014.

e. Shares With Differential Rights

The Company has not issue any Equity shares with Differential Rights pursuant to the provisions of Rule 4 of the Companies (Share Capital and Debenture) Rules, 2014.

Transfer to reserve

Under section 45-IC (1) of Reserve Bank of India (RBI) Act, 1934, nonbanking 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. Accordingly, the Company has transferred a sum of Rs. 32.37 Lakhs to its reserve fund specifically made for the purpose named “Special Reserve as per RBI Act” from the Profit earned by the Company during the year.

Also, the company has pursuant to Notification of Reserve Bank of India dated January 17, 2011 vide Notification No. DNBS.PD.CC. No. 207/03.02.002/2010-11 for making the “Provision of 0.25% for Standard Assets of NBFCs”, the Company has transferred a sum of Rs. 2.42 Lakhs i.e., 0.25% on the Standard Assets of the Company under the Other Non-Financial Liabilities named “Provision for Bad and Doubtful Debts”.

Further the company is complying with all the Reserve Bank of India guidelines as issued from time to time related to provisioning and reserves.

DIVIDENDS

Considering the present conditions of business and growth stage of Company and plans for business expansion, the Board of Directors of the Company has decided not to recommend any dividend for the Financial Year 2025-26.

The Management being optimistic about the return from business activities has proposed to plough back divisible profit into the main activities of the Company.

DEPOSITS

Every Non- Banking Finance Company registered with the Reserve Bank of India has to comply with all the terms and conditions as stipulated by the Certificate of Registration with RBI.

F-Mec International Financial Services Limited has been registered as a Non-Banking Finance Company- Not accepting deposits. Hence, pursuant to Section 45- IA of the Reserve Bank of India Act 1934, the Company cannot accept deposits from public, in compliance of which the Company has not accepted any Deposits during the period under review.

Further, the Directors of the Company assured to carry on the practice of not accepting the same in order to comply with RBI norms and guidelines in the coming year and the same has been proposed and passed in the meeting of Board of Directors dated 30th August, 2025.,

RBI GUIDELINES

During the Financial Year under review, the Company had complied with the provisions of all regulations/guidelines/Master Directions, issued by the Reserve Bank of India and as applicable to the Company including filing of various returns.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

No material changes and/or commitments affecting the Financial Position of the Company occurred between the end of the Financial Year to which these Financial Statements relate and the Date of issue of this Report.

Extract of Annual Return

The Annual Return pursuant to the provisions of Section 134(3)(a) and Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 of your Company for the financial year under review which will be filed with the Registrar of companies/ MCA shall be hosted on your companys website and can be accessed at the following link: https://fmecinternational.com/investor.html > Financial Reports > Annual Returns.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis of the financial conditions, future outlook and results of the operations of the Company for the year under the review, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015 is given under separate section of this Annual Report and forms part of this Annual Report, as an "Annexure-I”.

CORPORATE GOVERNANCE REPORT

The Company believes in adhering to the best corporate governance practices and its philosophy emphasizes on fair and transparent governance and disclosure practices which helps your Company to follow the path of its vision and mission.

TAs per the provisions of Regulation 15(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015, provision of Regulation 27 and paras C, D and E of Schedule V of SEBI regulations shall not applicable to the Company as the paid up equity share capital of the Company and Net worth of the Company is not exceeding Rs. 10 Crore and Rs. 25 Crore respectively, as on the last day of the previous financial year. As a good corporate practice and for more transparency, the Company has provided the information in Corporate Governance Report on a suo-moto basis under the provisions of paras C, D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015.

A detailed report on Corporate Governance pursuant to Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms part of the Annual Report as “Annexure-II”.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans in the ordinary course of its business, is exempt from complying with the provisions of Section 186 of the Act by virtue of notification issued under Companies (Amendment) Act, 2017, w.e.f. 7 May 2018, with respect to loans, guarantees and investments. Accordingly, the Company is exempted from complying with the provisions of Section 186(4) of the Act and hence complying with the requirements to disclose in the financial statement the full particulars of the loans given, investment made, guarantee given, or security provided.

Accordingly, the disclosures of the loans given as required under the aforesaid section have not been made in this Report. However, the particulars of loans and investments are provided in Note No. 6 to Financial Statements.

Particulars of other Loan, Guarantee and Investment are given in “Annexure-III”.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In terms of provisions of section 177 of the Companies Act, 2013 and rules framed thereunder read with Regulation 22 of the Listing Regulations, your Company has a vigil mechanism in place for the

Directors and Employees of the Company through which genuine concerns regarding various issues relating to inappropriate functioning of the organization can be communicated. For this reason, your Board has formulated a Whistle Blower Policy and uploaded on the website of the Company at https://fmecinternationaL.com/investor.html

Protected disclosures can be made by a whistle blower through an e-mail or dedicated telephone Line or a Letter to the Task Force or to the Chairperson of the Audit Committee i.e. Mr. Kabeer Chaudhary either personally or through e-mail at fmecinternational@gmail.com or call at 011-49954225.

During the year under review, there has been no incidence reported which requires action by the Board or Committee.

BOARD OF DIRECTORS

A. DIRECTORS

The Companys Board of Directors comprises of Five Directors comprising of one Executive Director and Four Non-Executive Directors, Three of which are Independent Directors.

Following changes took place in the composition of Board of Directors:

S. NO.	DIN	NAME	DESIGNATION	CHANGE
Incoming Director(s)
1	7862102	Mr. Somesh Kumar	Independent Director	Appointment (w.e.f., 29th March, 2025)

During the financial year under review, Mr. Somesh Kumar (DIN: 07862102) was appointed as an Additional Non-Executive Independent Director of the company in the board meeting held on 29^th March 2025, who has given his consent for appointment and has also submitted a declaration that he meets the criteria for independence under Section 149 of the Act and was regularized by the members in Annual General Meeting held on 26^th September, 2025.

The latest Composition of Directors as on the date of report is set out in table below:

SR. NO.	NAME	CATEGORY OF DIRECTORSHIP
1	Mr. Apoorve Bansal (DIN: 08052540)	Managing Director
2	Mr. Rohit Dugar (DIN: 07988480)	Independent Director
3	Mr. Kabeer Chaudhary (DIN: 03142141)	Independent Director
4	Ms. Renuka Chouhan (DIN: 09547785)	Non- Executive Woman Director
5	Mr. Somesh Kumar (DIN: 07862102)	Independent Director

*An application dated 30.04.2025 for prior permission of the Reserve Bank of India (“RBI”) in accordance with Paragraph 42 titled Acquisition/Transfer of Control of NBFCs under the RBI Master Direction - Non-Banking Financial Company (Scale-Based Regulation) Directions, 2023, (as updated on November 10, 2023), (hereinafter referred to as the RBI Change in Management Directives) is made for change in the designation of Mr. Kabeer Chaudhary from Independent Non-Executive director to Professional Non-Executive director of the Company.

B. KEY MANAGERIAL PERSONNEL OF THE COMPANY

Change in Directors during the year

A. Appointments

1. On the recommendation of NRC, the Board at its meeting held on 29.03.2025 appointment of Mr. Somesh Kumar (DIN: 07862102) as Independent, Non-Executive Director. Regularisation of Mr. Somesh Kumar as Independent Non-Executive Director is proposed at forthcoming Annual General Meeting.

Board is of the opinion that Mr. Somesh Kumar is a person of integrity, expertise, and competent experience and proficiency to serve the company as an independent director that can strengthen the overall composition of the Board.

Mr. Somesh Kumar has successfully passed the online proficiency selfassessment test as required under the provisions of rule 6(4) of the Companies (Appointment and Qualifications of Directors) Rules, 2014

2. Ms. Ronika Dhall (ACS 39463), on the recommendation of NRC, was appointed as Company Secretary and Compliance Officer of the

Company by the Executive Committee, on 01-05-2024.

B. Directors liable to retire by rotation

Ms. Renuka Chouhan (DIN: 09547785) retires by rotation at the ensuing Annual General Meeting, being eligible, offers herself for reappointment.

C. Other changes in the Board

Mr. Kabeer Chaudhary, (DIN: 03142141), presently independent director wish to serve the company under the designation Non-Executive, NonIndependent Director. In this regard the company has made necessary application to RBI, seeking its prior approval for the said change. After RBI approval necessary changes will be done in the Board of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under Section 149(6) of the Act read with regulation 16 of the SEBI Listing Regulations, as amended. They 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 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 SEBI Listing Regulations.

In the opinion of the Board, the independent directors fulfil the conditions specified in the Act, read with rules made thereunder and have complied with the code for independent directors prescribed in Schedule IV to the Act.

None of the Directors disqualifies for appointment under Section 164 of the Companies Act, 2013.

Board diversity, their appointment and remuneration

The Companys Board of Directors constitute of Five Directors comprising of one Executive Director and Four Non-Executive Directors, Three of which are Independent Directors. Appointment of Independent Directors of the Company shall be governed by the Terms & Conditions of Appointment of Independent Director and Appointment of Non Independent Directors of the Company shall be governed by the Policy of Nomination and Remuneration of the Company. The detailed policy on appointment of Directors is available on the Companys website at https://fmecinternational.com/investor.html.

DISCLOSURES ON REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Director(s) of the Company has drawn remuneration during the year under review which is in compliance of the applicable provisions of Companies Act, 2013 and no employee(s) of the Company has drawn remuneration in excess of the limits set out in the said rules.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

INVESTOR RELATIONS

Your Company has been continuously interacting and endeavours to further improve its engagement with investors/analysts through participation either in-person meetings or through use of technology i.e. telephone meetings.

SECRETARIAL STANDARDS

Pursuant to Section 118(10) of the Companies Act, 2013, the Board of Directors of the have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to “Meetings of the Board of Directors” and “General Meetings”, respectively, have been complied by your Company.

SUBSIDIARY. ASSOCIATE AND JOINT VENTURE COMPANIES

As on 31st March, 2025 the Company neither has any Associate, Subsidiary Company nor any Joint Venture Company.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, Consolidated Financial Statements of the Company not required to be annexed to the Annual Report to reflect the Performance and Financial Position of the Subsidiary/Associate.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions of Section 135 of the Companies Act, 2013 and other relevant Rules are not applicable to the Company during the year under review.

DISCLSOURE REGARDING MAINTENANCE OF COST RECORDS

Since the Company is engaged in the business of Non- Banking Financial Company, therefore the provisions of Section 148 of the Companies Act, 2013 regarding maintenance of Cost Records and Cost Audit is not applicable to the Company as required to be disclosed under Clause (ix) of sub-rule 5 of Rule 8 of the Companies (Accounts) Rules, 2014 (inserted by MCA Notification dated 31.07.2018).

RBI vide Master Directions on Fraud Risk Management in Non-Banking Financial Companies (NBFCs) dated 15 July 2024,has amended the fraud monitoring framework NBFCs. However, as per the provision of Clause

1.2.1 of the said Master Directions are not applicable to the Company.

MEETINGS

The calendar of the Board/ Committee Meetings and the Annual General Meeting is circulated to the Directors in advance to enable them to plan their schedule for effective participation at the respective meetings. At times certain decisions are taken by the Board/ Committee through circular resolutions. All the decisions and urgent matters approved by way of circular resolutions are placed and noted at the subsequent Board/ Committee Meeting.

A. BOARD MEETINGS

As per Section 173(1) of the Companies Act, 2013 and applicable rules the Board meets at least once a quarter to review the quarterly results and other items of the Agenda. During the financial year ended on March 31, 2025, Five (5) Board Meetings were held and the gap between the two consecutive meetings was within the statutory limit. Details of the Board meetings are given in the Corporate Governance Report annexed herewith for the financial year ended March 31, 2025.

B. DISCLOSURE OF VARIOUS COMMITTES OF BOARD OF DIRECTORS

I. AUDIT COMMITTEE

The Board of Directors of your Company has a duly constituted Audit Committee in terms of the provisions of Section 177 of the Companies Act, 2013 read with rules framed thereunder and Regulation 18 of the Listing Regulations. The terms of reference of the Audit Committee has been approved by the Board of Directors.

The Audit Committee met four (4) times during the financial year. The composition of the Audit Committee, number of meetings held during the year under review, brief terms of reference and other details have been

provided in the Corporate Governance Report which forms part of this Annual Report. Recommendations made by the Audit Committee are generally accepted by your Board.

II. STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (LODR) Regulations, 2015.

The Stakeholders Relationship Committee met four (4) times during the financial year. The details about the composition of the said committee of the Board of Directors along with attendance thereof have been provided in the Corporate Governance Report which forms part of this Report.

III. NOMINATION & REMUNERATION COMMITTEE

In terms of section 178 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 19 of the Listing Regulations, your Company has in place duly constituted Nomination and Remuneration Committee of the Board of Directors.

The Nomination & Remuneration Committee met Two (2) times during the financial year. The details of the composition of the committee along with other details are available in the Corporate Governance Report which forms part of this Report.

C. EXTRA-ORDINARY GENERAL MEETING

No Extra-ordinary meeting(EGM) was convened during the financial yearr ended March 31, 2025.

AUDITORS AND AUDITORS REPORT

(i) Statutory Auditors

M/s. Sanjay K Singhal & Co., Chartered Accountant(s), being the retiring auditors have completed their term of 10 years and shall hold the office as the Statutory Auditor(s) of the Company until the conclusion of the ensuing Annual

General Meeting of the Company. Thus, on the recommendation of Audit Committee, the Board in its meeting held on 24th June, 2025 recommended the appointment of M/s. KSJ & Co., Chartered Accountants (FRN:016024N) in place of the retiring auditor for a period of 5 years commencing from the Financial Year 2025-26 in terms of Section 139 141 & 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rule, 2014. Further the said appointment shall be subject to the consent of the shareholders to be taken at the ensuing Annual General Meeting.

The Report given by the retiring Auditors M/s. Sanjay K Singhal & Co., Chartered Accountant(s) on the Financial Statements of the Company for the Financial Year 2024-25 is a part of the Annual Report.

(ii) Secretarial Auditors

M/s A.K. Verma & Co, Practicing Company Secretaries (Registration No./ Unique Code- P1997DE091500) was appointed to conduct the Secretarial Audit of the Company for the Financial Year 2024-2025, as required under Section 204 of the Companies Act, 2013 and rules framed there under.

The Secretarial Audit Report for the Financial Year 2024-2025 forms part of the Annual Report as "Annexure-IV” to the Boards report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board has re-appointed M/s A.K. Verma & Co, Practicing Company Secretaries, as the Secretarial Auditor of the Company for the Five years commencing from 2025 till the financial year 2030.

(iii) Internal Auditors

M/s. Rajeev Shankar & Co., Chartered Accountants (FRN: 014006N) were appointed to conduct the Internal Audit of the Company for the Financial Year 2024-2025, as required under Section 138 of the Companies Act, 2013 and rules framed there under.

The scope, functioning, periodicity and methodology for conducting the Internal Audit of the Company is formulated by the Audit Committee of the Company, in consultation with the Internal Auditors.

The Board proposes to re-appoint M/s. Rajeev Shankar & Co., Chartered Accountants (FRN: 014006N) as Internal Auditor of the Company for the Financial Year 2025-2026 after obtaining their consent to act in such capacity.

QUALIFICATION. RESERVATION OR ADVERSE REMARK IN THE AUDITORS REPORTS AND SECRETARIAL AUDIT REPORT

• Statutory Auditor

There is no qualification, reservation or adverse remark made by the Statutory Auditor in their Auditors Report to the Financial Statements

• Secretarial Auditor

There is no qualification, reservation or adverse remark made by the Secretarial Auditor in their Auditors Report to the Financial Statements

• Internal Auditor

There is no qualification, reservation or adverse remark made by the Internal Auditor in their Auditors Report to the Financial Statements

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors has 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 Companies Act, 2013, details of which need to be mentioned in this Report.

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

The Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act.

Internal Financial Controls laid down by the Company is a systematic set of controls and procedures to ensure orderly and efficient conduct of its business including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. Internal financial controls not only require the system to be designed effectively but also to be tested for operating effectiveness periodically.

The Board is of the opinion that internal financial controls with reference to the financial statements are adequate and operating effectively. The internal financial controls are commensurate with the size, scale, and complexity of operations.

ANNUAL BOARD EVALUATION AND FAMILIARISATION PROGRAMME FOR BOARD MEMBERS

A note on familiarization program adopted by the Company for orientation and training of its Directors and Board Evaluation Process undertaken in compliance with the provisions of the Companies Act, 2013 and the same forms part of the Corporate Governance, which forms part of this Report.

The Report generated after evaluation of the Board will be considered by the Board for the purpose of optimizing their effectiveness.

A note indicating the policy of Annual Evaluation of the entire Board of Directors and the Independent Directors forms part of this Report and has been attached as "Annexure-V”.

RISK MANAGEMENT

The Board of Directors has adopted a risk management policy for the Company which provides for identification of key events/risks impacting the business objectives of the Company and attempts to develop risk policies and strategies to ensure timely evaluation, reporting and monitoring of key business risks.

This framework, inter alia, provides a set of components that provide the foundations and organisational arrangements for designing,

implementing, monitoring, reviewing and continually improving Risk Management throughout the organisation. It covers principles of risk management, risk governance with roles and responsibilities, business control measures, principle risks and business continuity plan. The Management identifies and controls risks through a defined framework in terms of the aforesaid policy.

The Board is of the opinion that there are no elements of risk that may threaten the existence of the Company.

Borrowings

The total borrowing as on 31 March 2025 is Rs. 12,34,92 000 (Rupees Twelve Crore Thirty Four Lakhs Ninety Two Thousands).

The total borrowing limit approved by the shareholders stands at Rs. 80,00,00,000 (Rupees Eighty Crores)*

*Note: in the EGM held on 21^st August 2025.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Board has made a Committee of Board presided by Ms. Renuka Chouhan, Director of the Company for the purpose of prevention of Sexual Harassment of Women at workplace. Every individual has right to treat his/her colleagues with respect and dignity. This is enshrined in values and in the code of Ethics & Conduct of the Company.

The Company has in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 made various provisions to safeguard the interest of the female employees (whether permanent, contractual, temporary and trainees) under this policy. The policy governs the misconduct with respect to discrimination or sexual harassment.

Further, the Company has complied with the provisions regarding the constitution of Internal Complaints Committee under the Sexual Harassment of Women as Workplace (Prevention, Prohibition and Redressal) Act, 2013 as required to be disclosed under Clause (x) of subrule 5 of Rule 8 of the Companies (Accounts) Rules, 2014 (inserted by MCA Notification dated 31.07.2018).

The following is a summary of sexual harassment complaints received and disposed off during the Financial Year ended March 31, 2025:

• No. of complaints received: NIL

• No. of complaints disposed off : Not Applicable

MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

PARTICULARS OF RELATED PARTY TRANSACTION

There were no contracts or arrangements entered into by the Company in accordance with provisions of section 188 of the Companies Act, 2013. Further, all The Related Party Transactions in terms of the Provisions of Companies Act 2013 were entered in the ordinary course of business during the Financial Year 2024-2025 and were also at arms length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other Designated Person which may have a potential conflict with the interest of Company at large.

The Company has however, given/received Loans and Advances from related parties, in accordance with the provisions of Section 188 of the Act, 2013. Details of such Loans/Advances forms part of this Report and has been attached as "Annexure-....”. in Form AOC-2.

DIRECTORS RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) under historical cost convention on accrual basis except for certain financial instruments, which are measured at fair value pursuant to the provisions of the Act and guidelines issued by SEBI/RBI. Accounting policies have been consistently applied except where revision to an existing Accounting Standard requires a change in the accounting policy.

In accordance with the provisions of Section 134(5) of the Act and based on the information provided by the Management, the Directors state that:

i. In the preparation of the annual accounts for the year ended 31st March 2025, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. They have selected such accounting policies and applied them consistently and made judgements and estimates that 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 FY2025;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the annual accounts on a going concern basis;

v. 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; and

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

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no application made or

proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

,2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

Company is engaged in the business of non-banking finance company and havent availed any such loan; hence, this clause is not applicable.

ACKNOWLEDGEMENT

Your Board is grateful for the unstinted support and trust reposed by our shareholders and places on record its deep appreciation of the Independent Directors and the Non-Executive Directors of your Company for their immense contribution by way of strategic guidance, sharing of knowledge, experience and wisdom, which help your Company take right decisions in achieving its business goals.

Your Board appreciates the relentless efforts of the employees and staff including the Management Team headed by the Managing Director, who always leads from the front in achieving a very commendable business performance year-on-year despite a challenging business environment.

The Board expresses their gratitude to its all stakeholders i.e. members, customers, Government agencies and their departments, Bankers of the Company for their continued support and faith. The Director places on record their sincere appreciation to all the employees of the company for their contribution in the growth of the company.

For and on behalf of the Board of Directors
F MEC INRENATIONAL FINANCIAL SERVICES LIMITED Sd/-
Place : New Delhi	Apoorve Bansal
Date : 30.08.2025	Chairman Cum Managing Director
	DIN : 08052540