Luharuka Media & Infra Ltd Directors Report

The Authorised Share Capital of the Company has increased from Rs. 20,00,00,000 divided into 20,00,00,000 Equity Shares of Rs. 01/- each to Rs. 30,00,00,000 divided into 30,00,00,000 Equity Shares of Rs. 01/- during the year.

The issued, subscribed and paid-up Equity Share Capital of the Company as on date has increased from Rs. 18,74,40,000/- (Rupees Eighteen Crore Seventy-Four Lakh and Forty Thousand only) divided into 18,74,40,000 Equity Shares of Rs. 01/- each to Rs. 21,46,40,000/- (Rupees Twenty-One Crore Forty-Six Forty Thousand only) divided into 21,46,40,000 Equity Shares of Rs. 01/- each.

During the year under review, the Board had approved the raising of funds through Right Issue, thereafter upon the receipt of in-principle approval from BSE Limited and such other statutory/regulatory approvals, the Company made an allotment of 9,37,20,000 equity shares of Rs. 1/- each (at a premium of Rs. 2/- each), aggregating to Rs. 28.11 crores on a rights basis.

During the year under review, the members of the Company had approved the issue of 9,44,60,000 Share Warrants convertible into Equity Shares having a face value of Rs. 1/- (Rupee One only) each at an issue price of Rs. 4.31/- (including a premium of Rs. 3.31 per warrant) on a preferential basis to persons/entities belonging to the Promoter and Non-Promoter categories, for a tenure not exceeding 18 months.

Post the financial year, the Board of Directors, at their meeting held on April 02, 2025, inter alia, approved the allotment of 8,66,20,000 fully convertible Share Warrants on a preferential basis upon receipt of 25% of the issue price per warrant as upfront payment ("Warrant Subscription Price").

Each Share Warrant so allotted is convertible into or exchangeable for one fully paid-up equity share of the Company having a face value of Re. 1/- (Rupee One only) each, in accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, upon payment of the balance consideration, being 75% of the issue price per warrant by the Allottees pursuant to the exercise of the conversion option against each such warrant, within 18 months from the date of allotment of the warrants.

As on date of the report, the Company converted 2,72,00,000 warrants into 2,72,00,000 Equity shares of face value of Rs. 01/- each (Rupees One Only) has been made by the way of preferential allotment to the persons/ entities pursuant to exercise of their right of conversion of warrants into equity shares in two tranches.

In the year under review, the Board of Directors has decided to plough back the amount of profit in the business of the Company. Under section 45-IC(1) of Reserve Bank of India Act, 1934, Non-Banking Financial Companies (NBFC) are required to transfer a sum of not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Accordingly, the Company has transferred an amount of 7.43 lakhs to the Special Reserve. The closing balance of the total retained earnings of the Company for financial year 2024-25, after all appropriation and adjustments was Rs. 444.72 lakhs.

Your Companys equity shares are listed on the BSE Limited. Accordingly, the annual listing fees for the financial year 2024-25 and 2025-26 has been paid to the Stock Exchange.

Your Company has no Subsidiary, Associate Company or Joint Venture within the meaning of Section 2(87) or 2(6) of the Act as on March 31, 2025. Accordingly, the details required under Form AOC-1 are not applicable.

Your Company being a non-deposit taking Non-Banking Financial Company has not accepted any deposits within the meaning of Section 73 and 74 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount on account of principal or interest on deposit was outstanding as on the date of the Balance Sheet.

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year 2024-25 and the date of this Report.

We were pleased to announce the launch of a new range of financial products under a new brand name - "DhanSafal". This brand was introduced as part of our commitment to delivering innovative and customer-focused financial solutions.

Alongside the product launch, we also unveiled a new logo to represent the identity of our new brand, symbolizing our dedication to excellence and a renewed vision for the future.

Following an encouraging response from the market and stakeholders, the Company decided to adopt the "DhanSafal" brand in a full-fledged manner. Consequently, the Board of Directors, at its meeting held on July 29, 2024, approved the change of the Companys name from "Luharuka Media and Infra Limited" to "DhanSafal Finserve Limited."

This decision marked a strategic milestone in the Companys journey, aligning our brand identity with our long-term vision in the financial services sector.

During the financial year, the Board of Directors, at its meeting held on July 29, 2024, approved the change of the companys name from "Luharuka Media and Infra Limited" to "DhanSafal Finserve Limited." Subsequent to obtaining all requisite statutory, regulatory, and shareholders approvals, the Ministry of Corporate Affairs issued a fresh Certificate of Incorporation under the new name on May 22, 2025. The name change marks a new chapter in the Companys journey, aligning its brand identity with its long-term strategic goals. The Company received an updated Certificate of Registration from the RBI to reflect its current name, DhanSafal Finserve Limited, as of July 10, 2025.

During the financial year, the Company has inaugurated a new Corporate Office which is located at G-1402, Lotus Corporate Park, Goregaon East, Mumbai, Maharashtra - 400063.

Further, post the financial year at its Board Meeting dated August 14, 2025 - The Board Members decided that the Registered of the Company be shifted from A - 301, Hetal Arch, Opp. Natraj Market, S. V. Road, Malad, Mumbai- 400064 to G-1402, Lotus Corporate Park, Goregaon East, Mumbai, Maharashtra - 400063.

Further, in line with our growth vision, the Company has successfully expanded its footprint across multiple key cities. These new locations are aimed at enhancing our regional presence and improving accessibility for our clients and partners. Details of location and date of inauguration is as under:

After the conclusion of the financial year 2024-25, the Company entered into a co-lending arrangement of R75 crores with M/s. Vastu Finserve India Private Limited, with M/s. Mitcon Credentia Trusteeship Services Limited appointed as the Security Trustee. Additionally, the Company has partnered with M/s. Singularity Creditworld Private Limited for a co-lending arrangement amounting to Rs. 40 crores, under which M/s. Mitcon Credentia Trusteeship Services Limited will also act as the Security Trustee. These strategic collaborations aim to expand the Companys footprint in the retail lending space and enhance access to financial services for underserved and smaller customer segments. The partnerships are expected to strengthen the Companys ability to cater to a broader and more diverse clientele, with a particular emphasis on consumer durable financing.

After the completion of the Financial Year 2024-25, the Company has shifted the Books of Accounts of the Company at the Corporate Office of the Company at G-1402, Lotus Corporate Park, Goregaon East, Mumbai, Maharashtra - 400063, with effect from May 30, 2025. Accordingly, the Company filed Form AOC-5 to record the change.

Further, post the financial year at its Board Meeting dated August 14, 2025 - The Board Members decided that the Registered of the Company be shifted from A - 301, Hetal Arch, Opp. Natraj Market, S. V. Road, Malad, Mumbai- 400064 to G-1402, Lotus Corporate Park, Goregaon East, Mumbai, Maharashtra - 400063.

The Company remains committed to upholding the highest standards of corporate governance and continues to comply with the requirements set out in the Act and SEBI Listing Regulations. The Corporate Governance Report, along with the Certificate from the Practicing Company Secretary confirming compliance with the corporate governance provisions under the SEBI Listing Regulations during the financial year under review, is included in this Annual Report.

The Board of Directors serves as the highest governing body appointed by the shareholders to oversee the overall operations of the Company. Its primary responsibilities include providing strategic direction, ensuring regulatory compliance, managing risks efficiently, and protecting stakeholder interests while fostering long-term, sustainable growth. The Board comprises professionals with diverse expertise across various fields. The responsibility for handling the Companys daily operations lies with the senior management team.

The Composition of the Board of Directors of the Company is in conformity with Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations. As on March 31, 2025, the Board of Directors of your Company consisted of Four (4) Directors, out of which, two (2) Directors are Non- Executive Independent Directors, one (1) Non-Executive Non-Independent Woman Director and one (1) Executive Director, who is also the Chairperson and Managing Director of the Company.

Details of Directors as on March 31, 2025 are as follows:

During the year under review, there was no instance of Cessation/ Resignation by any of the Director of Company.

Post the financial year, Mr. Milin Ramani, tendered his resignation from the post of Non-Executive - Independent Director with effect from July 16, 2025, prior to the completion of his tenure. The resignation was tendered due to personal reasons and other professional commitments. He has confirmed that there are no other material reasons for his resignation other than those stated above.

(2) Appointment/Re-appointment:

During the year under review, there was no instance of appointment/ re-appointment of any of the Directors of Company.

Post the financial year, following Directors were appointed for the post of Non-Executive - Independent Director:

• Appointment of Mr. Harsh Kedia (DIN: 09784141) as a Non-Executive Independent Director on the Board of the Company, for the term of five (5) consecutive years with effect from August 07, 2025 subject to approval of Shareholders at the ensuing General Meeting..

• Appointment of Mr. Raghunath Narasimhachar Patel (DIN: 09428287) as a Non-Executive Independent Director on the Board of the Company, for the term of five (5) consecutive years with effect from August 14, 2025 subject to approval of Shareholders at the ensuing General Meeting.

Pursuant to provisions of Section 152(6) of the Act, Mr. Ankur Agrawal, Executive Director, retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment. The Nomination and Remuneration Committee and Board have recommended re-appointment of Mr. Ankur Agrawal. Resolution for the said appointment and brief profile of Mr. Ankur Agrawal as required under Regulation 36 (3) of the SEBI Listing Regulations read with SS-2 on General Meetings are provided separately in the notice of the ensuing AGM which forms part of this Annual Report.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, perquisites and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

None of the directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014. Further, the Company has received the necessary declarations from all the Directors as required under the Act and SEBI Listing Regulations. A certificate on non-disqualification of directors is obtained by the Company from Secretarial Auditor and same is annexed to the Corporate Governance Report which forms part of this Annual Report.

The role of an Independent director includes providing unbiased oversight, bringing expertise and diverse perspectives to board deliberations, ensuring effective governance, safeguarding minority shareholders interests, and overseeing management decisions to enhance transparency and accountability.

The Company, based on the recommendation of the Nomination and Remuneration Committee and Board, has appointed Independent Directors from diversified field who have adequate experience, skills and capabilities required for the perform roles of Independent Directors. In the opinion of the Board, the Independent Directors of the Company fulfil the conditions specified in the Act and SEBI Listing Regulations regarding independence. There were no changes in Independent Directors during the year under review.

During the year under review, the Independent Directors met on February 14, 2025 as per Schedule IV of the Act and the Rules thereunder to discuss the affairs of the Company and inter-alia to:

1. Review the performance of Non- Independent Directors and the Board of Directors as whole;

2. Review the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors;

3. Access the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Meeting was attended by all the Independent Directors as on that date and Mr. Devendra Lal Thakur acted as Lead Independent Director for the said Meeting. The Independent Directors have expressed satisfaction at the robustness of the evaluation process, the Boards freedom to express its views on matters transacted at the meetings and the openness and transparency with which the Management discusses various subject matters specified in the agendas of meetings.

During the year under review, the Board of Directors, on recommendation of Nomination and Remuneration Committee made following changes in Key Managerial Personnel of the Company: -

a. appointment of Ms. Nishi M. Shah as the Company Secretary & Compliance Officer of the Company with effect from April 21, 2024;

b. appointment of Mr. Bobby Singh Chandel as the Chief Executive Officer with effect from February 14, 2025;

c. appointment of Mr. Shailendra Gupta as the Chief Operating Officer with effect from February 14, 2025.

Following were the Key Managerial Personnel as on March 31, 2025 pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance with an aim to improve the effectiveness of the Chairperson, the Board, committees, individual director and the Board as whole.

The Company has formulated a policy for performance evaluation of the Independent Directors, the Board, their committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors based on the recommendation of the Nomination & Remuneration Committee and Guidance Note on Board Evaluation issued by the SEBI.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

Pursuant to Regulation 17 (10) of the SEBI Listing Regulations the performance evaluation of the Independent Directors was carried out by the entire Board, in their meeting held on February 14, 2025, excluding the independent director being evaluated.

Further, in a separate meeting of Independent Directors held on February 14, 2025, the performance evaluation of the Board as whole, Chairperson of the Company and the Non-Independent Directors was evaluated and they assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board. The performance evaluation of the Chairperson of the Company was carried out by the Independent Directors, taking into account the views of the other Executive and Non-Executive Directors.

The Independent Directors expressed their satisfaction with the evaluation process and flow ofinformation between the Companys management and the Board.

Disclosure regarding the skills/expertise/competence possessed by the Directors is given in detail in the Report on Corporate Governance forming part of this Annual Report.

During the financial year 2024-25, Six (6) Board Meetings and Eleven (11) Committee Meetings were held. The Board has established following three mandatory Committees in compliance with the relevant provisions of Act and SEBI Listing Regulations:

A. Audit Committee;

B. Nomination and Remuneration Committee;

C. Stakeholders Relationship Committee;

Further, the Company also has constituted Risk Management Committee pursuant to the requirements of Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 ("RBI Master Directions") and one (1) non-mandatory Committee, i.e. Operations Committee to deal with the matters relating to frequent banking and day-to-day business affairs. The details of the Board and all of its Committees along with their composition, meetings held during the year are given under Corporate Governance Report forming part of this Annual Report.

The role of the statutory auditor inter-alia is to conduct independent audits of financial statements, assess internal controls, and ensure compliance with regulatory requirements to provide assurance on financial integrity and transparency.

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. RSRV & Associates, Chartered Accountants, (FRN: 115691W) is appointed as Statutory Auditor of the Company at 41^st AGM held on September 21, 2022, to hold office for a period of 5 consecutive years from the conclusion of the 41^st AGM till the conclusion of the 46^th AGM to be held in 2027.

The report of the Statutory Auditor review does not contain any qualification, reservation or adverse remark or disclaimer. The said report along with the notes is enclosed with the Financial Statements and is self-explanatory.

The Statutory Auditor was present at the last AGM. Further, the Auditor of the Company have not reported any fraud as specified under Section 143(12) of the Act.

Further, post the financial year - M/s. RSRV & Associates, Chartered Accountants, (FRN: 115691W) resigned as the Statutory Auditor of the Company with effect from August 14, 2025; The resignation was tendered due to pre-occupation in other assignments. He has confirmed that there are no other material reasons for his resignation other than those stated above.

Further, to fill the casual vacancy the board at its board meeting dated August 14, 2025 appointed M/s. ARCK & Co., Chartered Accountants (FRN: 138758W).

The role of the Secretarial Auditor inter-alia is to verify and ensure compliance with applicable laws, regulations, and corporate governance norms related to secretarial and procedural matters, providing assurance on compliance and adherence to regulatory requirements.

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Mitesh J. Shah & Associates, Practicing Company Secretaries (Membership No.: F10070; Certificate of Practice No.: 12891), as Secretarial Auditor of the Company for the financial year 2024-25 to conduct the Secretarial Audit and issue the Secretarial Audit Report in Form MR-3.

The report of the Secretarial Auditor review does not contain any qualification, reservation or adverse remark or disclaimer. The said Secretarial Auditor Report for the financial year 2024-25 is annexed as Annexure I to this Report and is self-explanatory.

Further, the Secretarial Auditor was present at the last AGM. Further, the Secretarial Auditor of the Company has not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Further, as per the SEBI Amendments dated December 12, 2024 to SEBI Listing Regulations, every listed company shall appoint an individual as Secretarial Auditor for not more than one term of five consecutive years or Secretarial Audit firm as Secretarial Auditor for not more than two terms of five consecutive years, subject to the approval of the shareholders at the ensuing Annual general meeting.

Based on the recommendation of the Audit Committee, the Board, at its Meeting held on February 14, 2025 approved appointment of M/s. Mitesh J. Shah & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for the term of five consecutive year with effect from April 1, 2025 to March 31, 2030, subject to the approval of shareholders at the ensuing Annual General Meeting for issuing Secretarial Audit Report and Annual Secretarial Compliance Report. Secretarial Auditors have confirmed that they are not disqualified to be appointed as a Secretarial Auditor and are eligible to hold office as Secretarial Auditor of your Company. Resolution seeking their appointment as the Secretarial Auditor is mentioned in the Notice forming part of this Annual Report.

The role of the Internal Auditor inter-alia is to independently evaluate and improve the effectiveness of risk management, control, and governance processes, ensuring operational efficiency and compliance with internal policies and regulatory requirements.

Pursuant to the provisions of Section 138 of the Act, read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s. ASHP & Co., Practicing Chartered Accountants, Mumbai which has performed the duties of Internal Auditor of the Company for the financial year 2024-25 and their report is reviewed by the Audit committee from time to time.

Provisions of section 148(1) of the Act read with Rule 3 of the Companies (Cost records and Audit) Rules, 2014 requiring maintenance and audit of cost records and appointment of cost auditor are not applicable to the Company.

The Company has a Nomination and Remuneration Policy for Directors and Senior Managerial Personnel in compliance with the provisions of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations which is as approved by the Nomination and Remuneration Committee and the Board.

The Committee periodically reviews this composition of the Board with the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience.

The Company has implemented a Risk Management Policy in accordance with Section 134 of the Companies Act. This policy outlines a structured framework of accountability and oversight, assigning responsibility for managing specific significant risks to designated managers across the organization. The Risk Management Committee plays a key role in assessing the effectiveness of the risk management systems.

Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The company has been addressing various risks impacting the company and the policy of the company on risk management is provided in this annual report in Management Discussion and Analysis.

The Risk management policy is designed to identify key risk elements and establish procedures for reporting these to the Board. The Board periodically reviews the Companys risk assessment and mitigation processes and formulates a Risk Management Strategy which includes the development of guiding principles for proactively identifying, analyzing, and mitigating material internal and external risks including, but not limited to, environmental, operational, financial, and business risks.

The Company has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for Prevention of Insider Trading in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015 ("Insider Trading Regulations").

Pursuant to above, the Company has put in place adequate and effective system of internal controls to ensure compliance with the requirements of Insider Trading Regulations.

During the year under review, all related party transactions entered into are at an arms length basis and in the ordinary course of business. Prior omnibus approval of the members of Audit Committee who are Independent Directors is obtained for Related Party Transactions which are of a repetitive nature, entered into in the ordinary course of business and at arms length. All related party transactions are placed before the Audit Committee for their review and approval on quarterly basis. There were no material contracts or arrangements or transactions with related parties fall under the scope of Section 188 (1) of the Act, therefore Form AOC-2 does not form part of this report. Details of the Related Party Transactions are provided in the accompanying Financial Statements which form part of this Annual Report.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has timely filed the half yearly reports on related party transactions with the Stock Exchange.

Some of our directors are also appointed as Directors in our group companies and loans issued to/ taken from such entities are disclosed in notes to the financial statements. No other loan/advances were given to any Company/ firm in which any of the Directors are interested except for those which are disclosed in the notes to financials.

A Whistleblower Policy, also known as a Vigil Mechanism, ensures a confidential platform for employees and stakeholders to report concerns about unethical behavior, misconduct, or illegal activities within the organization. It aims to foster a culture of transparency, integrity, and accountability, providing assurances that disclosures will be investigated promptly and impartially without fear of retaliation, thereby safeguarding the interests of all stakeholders and upholding ethical standards.

In compliance with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulation, your Company has adopted a Vigil Mechanism /Whistle Blower Policy. The Audit Committee oversees the functioning of this policy. The Companys Vigil Mechanism/ Whistle Blower Policy aims to provide the appropriate platform and protection for Whistle Blowers to report instances of fraud and mismanagement, if any, to promote reporting of any unethical or improper practice or violation of the Companys Code of Conduct or complaints regarding accounting, auditing, internal controls or suspected incidents of violation of applicable laws and regulations including the Companys ethics policy or Code of Conduct for Prevention of Insider Trading in the Company, Code of Fair practices and Disclosure. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal.

During the financial year 2024-25, no cases under the mechanism were reported and no personnel of the company have been denied access to the Chairperson of the Audit Committee.

Your Company is committed to upheld and maintain the dignity of women employees and to provide a safe and conducive work environment to all its employees and associates working in the Company. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has put in place Policy on Prevention of Sexual Harassment at Workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Further, an Internal Complaints Committee ("ICC") has been set up under the said Act to redress the complaints, if any, received regarding sexual harassment.

The Details of sexual harassment complaints pending, received and disposed of during the year are covered in the Corporate Governance Report, which forms part of this Annual Report.

Pursuant to Section 134 of the Act, and to the best of Boards knowledge and belief and according to the information and explanations obtained by them, your Directors confirm the following statements:

i. In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures;

ii. The Directors have selected such accounting policies and applied them consistently and madejudgments and estimates that were 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 the profits of the Company for the financial year under review;

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

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

v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

vi. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system is adequate and operating effectively.

Management Discussion and Analysis Report as stipulated under the Regulation 34(2)(e) of the SEBI Listing Regulations and is presented in a separate section forming part of this Annual Report. It provides details about the overall industry structure, global and domestic economic scenarios, developments in business operations / performance of the Companys various businesses, internal controls and their adequacy, risk management systems, human resources and other material developments during the financial year 2024-25.

Your Company had 50 employees as on March 31, 2025. The statement containing particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 is not applicable to the Company as none of the employees were in receipt of remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure II of this report.

The Board has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems, work performed by the Internal, Statutory and Secretarial Auditors and external consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board is of the opinion that the Companys internal financial controls with reference to the financial statements were adequate and effective during the Financial Year under review. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

The operations of your Company are not energy intensive and hence, disclosure pursuant to the provisions of section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable. However, the Company is taking all possible measures to conserve energy. Several environment friendly measures are adopted by the Company. The Company continued to give major emphasis for conservation of Energy. The Companys operations do not require significant import of technology.

Details of foreign exchange earnings and outgo required under Section 134 (3) (m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are as under:

The Company does not come under the purview of the provisions of Section 135 of the Act read with the Rules prescribed therein, relating to Corporate Social Responsibility.

The loan made, guarantee given or security provided in the ordinary course of business by a NBFC registered with RBI are exempt from the applicability of the provisions of Section 186 of the Act. As such, the particulars of loans and guarantee have not been disclosed in this Report. Pursuant to Regulations 34(3) of the Listing Regulations, 2015, the particulars of loans / advances have been disclosed in the notes to financial statements.

The Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") have certified to the Board about compliance by the Company in accordance with Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations for the Financial Year ended March 31, 2025, and the same forms part of this Annual Report.

During the financial year 2024-25, A suit was filed by Luharuka Media & Infra Limited, now known as DhanSafal Finserve Limited ("the Company") before the Honble Principal Special Court in the Cadre of District Judge for the Trial and Disposal of Commercial Disputes at Hyderabad ("Commercial Court") against ICICI Bank Limited. As directed by the Special Court, Hyderabad, an amount of Rs. 89.65 Lakhs was received from ICICI Bank and has been booked under interest income for the quarter ended June 30, 2024.

Apart from the above there were no other significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and operations of the Company in future.

Your Company has complied with all applicable Secretarial Standard issued and notified by the Institute of Company Secretaries of India and approved as such by the Central Government.

Members of the board of directors and senior management personnel are expected to uphold the highest standards of integrity, transparency, and accountability in all their actions and decisions. They must comply with all applicable laws and regulations, avoid conflicts of interest, and promote a respectful and inclusive work environment.

The Company has received confirmation from all members of the Board of Directors and Senior Management Personnel regarding compliance with the said Code of Conduct for the year under review. The declaration signed by Mr. Ankur Agrawal, Managing Director of the Company stating that the members of board of directors and senior management personnel have affirmed compliance with the Code of Conduct of board of directors and senior management personnel is annexed to the Corporate Governance Report which forms part of this Annual Report.

• There has been no change in the nature of business of the Company;

• There was no revision in the financial statements;

• The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of section 54(1) (d) of the Act read with rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished;

• The Company has not issued any shares with differential rights and hence no information as per provisions of section 43(a)(ii) of the Act, read with rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished;

• The Company has not granted employee stock options as per provisions of section 62(1)(b) of the Act, read with rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.

However, post the completion of financial year under review, the Board of Directors at their meeting held on May 30, 2025 has approved DhanSafal Finserve Limited - Employee Stock Options Scheme 2025 ("the Scheme") & recommended the same for approval by the Shareholders at the ensuring AGM. Special Resolution seeking the required approval for the Scheme is mentioned in the Notice forming part of the Annual Report 24-25.

• During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to section 67(3) of the Act, read with rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

• Your Company is registered as a Non-Banking Financial Company - Investment and Credit Company (NBFC-ICC), categorized as a Non-Deposit Taking and Non-Systemically Important NBFC. Under the Scale Based Regulation (SBR) framework, the Company has been classified under the Base Layer.

The Company has complied with the Master Direction - RBI (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023, along with all other applicable laws, regulations, and guidelines issued by the RBI from time to time.

• During the year under review, the Company has not made any application under Insolvency and Bankruptcy Code, 2016 and there is no proceeding pending under the said Code as at the end of the financial year;

• During the year, the Company has not undergone any one-time settlement and therefore the disclosure in this regard is not applicable;

• During the year, the Company has complied with the provisions relating to the Maternity Benefit Act 1961.

Your Board would like to place on record its sincere appreciation for the wholehearted support and contribution made by its customers, its shareholders and all its employees as well as the various Government Departments, Banks, Distributors, Suppliers and other business associates towards the conduct of efficient and effective operations of your Company