Haryana Capfin Ltd Directors Report

In compliance with the requirements of the SEBI Listing Regulations, the Company has formulated a policy to familiarize the Independent Directors with the Company and the details of Familiarization Programme are provided in the Corporate Governance Report and also available on the website of the Company: www.haryanacapfin.com

Board of Directors has carried out the Annual performance evaluation of its own, Board Committees and individual Directors pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Performance of the Board was evaluated by the Board, after seeking inputs from all Directors on the basis of the criteria such as Board composition and structures, effectiveness of Board processes, information and functioning etc.

Performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as composition of Committees, effectiveness of Committee meetings etc.

Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of criteria such as contribution of the Individual Directors to the Board and Committee meetings.

Also in a separate meeting of Independent Directors, performance of Non-Independent Directors, Board as a whole and the chairman were evaluated, taking into account the views of Executive and Non-Executive Directors. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Salient features of the Company’s policy on appointment and remuneration of Directors, key managerial personnel and other employees including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance report, which forms part of this Report.

Adequate measures have been adopted by the Company to anticipate, plan and mitigate the spectrum of risks it faces. The Company’s business operations are exposed to financial risks including Liquidity risk etc.

The Board of the Company has approved the Risk management Policy of the Company and authorized the Audit Committee to implement and monitor the risk management plan for the Company and also identify and mitigate the various element of risks, if any, which in the opinion of the Board may threaten the existence of the Company.

As per the provisions of Section 134(5)(e) of the Companies Act, 2013 the Company has in place adequate Internal Financial Controls with reference to Financial Statements. Audit Committee periodically reviews the adequacy of Internal Financial Controls.

During the year, such controls were tested and no reportable material weaknesses were observed.

As required under Section 134(5) of the Companies Act, 2013, your Directors state:

(i) that in the preparation of the Annual Accounts for the year ended 31^st March, 2025, the applicable accounting standards had been followed and there are no material departures;

(ii) that the accounting policies selected and applied are consistent and the 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 financial year and of the profit of the Company for that period;

(iii) that proper and sufficient care has been taken 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) that the Annual Accounts for the year ended 31^st March, 2025 have been prepared on a going concern basis;

(v) that the internal financial controls laid down by the Board and being followed by the Company are adequate and were operating effectively; and

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

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is available on the Company’s website i.e. www.haryanacapfin.com

Pursuant to Section 186(11) (b) of the Companies Act, 2013, provisions of Section 186 are not applicable to any Investment made by a non-banking financial company registered under Chapter IIIB of the Reserve Bank of India Act, 1934 and whose principal business is investment and lending activities. The Company has not given any guarantee or provided any security.

During the year, the Company had not entered into any contract/ arrangement/transactions with the related parties as defined under provisions of Section 188 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Thus disclosure in form AOC-2 is not required.

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance Report along with Certificate regarding compliance of conditions of Corporate Governance has been annexed as part of this Annual Report.

As required under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed analysis of your Company’s performance is discussed in the Management Discussion and Analysis Report which forms part of this Annual Report.

The company was not required to constitute Internal Complaints Committee under the provisions of Sexual Harassment of Woman at Work Place (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder.

The provisions of the Maternity Benefit Act, 1961 are not applicable to the Company as the number of employees does not meet the threshold prescribed under the Act. Accordingly, the Company is not required to furnish a statement under this provision.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Rules framed thereunder, M/s AMAA & Associates, Chartered Accountants, who were re-appointed as Statutory Auditors of your Company at the 22^nd Annual General Meeting, for the second term of five consecutive years will complete their term on conclusion of the ensuing 27^th Annual General Meeting of the Company.

The Board has recommended the appointment of M/s ANDRA and Company, Chartered Accountants (Firm Registration No. 028625N), as Auditors of the Company, for a period of five years from the conclusion of the ensuing 27^th Annual General Meeting till the conclusion of the 32^nd Annual General Meeting of the Company. M/s ANDRA and Company have confirmed their eligibility and qualification required under the Act for holding the office as Statutory Auditors of the Company.

The Audit Report of the Company for Financial Year 2024-25 forms part of the Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

The Directors state that applicable Secretarial Standard i.e SS-1 and SS-2 relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’ respectively have been duly followed by the Company.

The Board had appointed Mr. Rajesh Gupta, Practicing Company Secretary to conduct Secretarial Audit for the financial year ended 31st March, 2025. The Secretarial Audit Report for the year ended 31st March, 2025 is annexed to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Further, in terms of the amended Regulation 24A of the Listing Regulations, Mr. Rajesh Gupta, Practicing Company Secretary (COP. No. 26258, FCS- 4870) has been recommended by the Audit Committee and the Board of Directors for appointment as the Secretarial Auditor of the Company, for a term of five consecutive years, beginning from financial year 2025-26, for the approval by the shareholders of the Company at the ensuing Annual General Meeting.

The Company is an NBFC - ND and has not accepted any deposits during the year.

In view of the business activities of the Company, the information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.

Particulars of employees, as required under Section 197(12) of the Companies Act, 2013 (Act) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report.

All Non-Executive Directors are paid by way of sitting fees for each meeting of the Board of Directors and Audit Committee attended by them.

Particulars of the employees who are covered by the provisions contained in Rule 5(2) and Rule 5(3) of Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year ended 31^st March, 2025 and till the date of this report.

The Company is not falling in the purview of criteria specified in Section 135(1) of the Companies Act, 2013 and hence the requirements pertaining to Section 135 of the Companies Act, 2013 is not applicable to the Company.

Your Directors state that there being no transactions with respect to following items during the year under review, no disclosure or reporting is required in respect of the same:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of your Company under any scheme.

3. The Whole-time Director of your Company doesn’t receive any remuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

5. Buy-back of shares.

6. No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

7. No settlements have been done with banks or financial institutions.

The Board expresses its grateful appreciation of the assistance and co-operation received from Central and State Governments, Banks & Financial Institutions and Shareholders.

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees and associates at all levels.

For and on behalf of the Board