Nisus Finance Services Co Ltd Directors Report

To,

The Members,

Your Directors have pleasure in presenting their 11^th Annual Report along with the Audited Financials Statement for the year ended March 31. 2024.

Financial Performance:

The Companys performance during the year ended March 31. 2024 as compared to the previous financial year, is summarized below

(Amount in "000")

Particulars	Standalone For the F.Y. ended 31" March,		Consolidated For the F.Y. ended31" March,
	2023-2024	2022-2023	2023-2024	2022-2023
Revenue from operation	251,1132 90	31,953.47	379.78241	06.234 92
(lllier Income	107,049.64	46,609.46	50,576 17	47,16.3.52
Total Income	358,082.54	78,562.93	430358.58	113398.44
Less: Expenses	54.983.02	54,129.97	78374.02	84,635.07
PBT (Before Fxceptionul Income)	303,099.52	24,432.96	352.084.56	28,76337
15seepti?ma! Items	8,647.73	-	8.647.73	-
Profit; (Ijtws) before tut	294.451.79	24,432.96	343336.83	28,763.37
Less: hovisson for In\	56,428.97	4.129.70	103,42292	S.42X3I
1 Xil?eiml Tax	(178.68)	57 n	(132.04)	42 (XV
Profit; Loss after Tax	23830130	20.246.15	240.145.95	20393.00
APPROPRIATION
Inlonm Dividend	-	-	-	-
Final Dividend	-	-	-	-
Taxon distribution of dividend	-	-	-	-
Transfer In General Reserve		¦	-	-
Balance carried to Balance sheet	238,202	20,246	240.145.95	20393

Results of operations and state of C ompany?s affairs (Amount in Thousands):

The Company?s revenue of operations for the financial year ended March 31. 2024. was Rs 2,51,032.90 as compared to the revenue of Rs. 31,953.47 during the previous year The Company has made standalone profit after tax of Rs. 2,38.201.50 for the year under review as against the profit of Rs.20,246.14 in the previous year.

C hange in nature of business, if anv:

During the year under review, there was no change in nature of the business of the Company.

Reserves:

The Company has not transferred any amount to its reserves Dividend:

In view of the future investment plans of die Company, your directors do not recommend any Dividend in spite of profits for the year under review

Share Capital:

The Members in their Extraordinary General Meeting held on April 13. 2024. accorded its approval by way of Ordinary Resolution for increase the Authorised Share Capital of the Company from the existing Rs. 2,50,00,000/- (Rupees Two Crore Fifty Lakhs Only) divided into 25.00,000 (Twenty Five Lakhs Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs 25,00.00.000/- (Rupees Twenty Five Crore Only) divided into 2.50.00.000/-(Rupees Two Chore Fifty Lakh Only) Equity Shares of Rs 10/-(Rupees Ten Only) each

The Board of Directors of the Company in their Board Meeting held May I 5, 2024, alloted 1.71.60.000 (One Crore Seventy-One Lakhs Sixty Thousand) Equity Shares each having nominal value of Rs 17.16.00,000/- (Rupees Seventeen Crore and Sixteen Lakhs Only) at a price of Rs 10/- (Rupees Ten only) per share at par as fully paid Bonus Shares to the holders of Equity Shares of Rs 10/- each in the Company, whose names appear in the Register of Members of the Company on the date of Allotment, in the ration of 16:1 (Sixteen bonus shares for each 1 share held) as per the details given below

Sr. No.	Name of the Shareholders	Number of Shares allotted as Bonus
1	Amit Anil Goenka	1.71.59.904
2	Mridula Amit Goenka	16
3	Anil Brijmohan Goenka	16
4	Abha Anil Goenka	16
5	Arti Modi	16
6	Vikas Modi	16
7	Girish Gupta	16
TOTAL		1,71.60,000

Apart from above, the Company has not issued any other securities during the year. The Company does not have any Scheme for issue of shares including sweat equity to the employees or Directors of the Company.

As on 31*¹ March. 2024, the Authorised Share Capital of the Company was Rs 2,50,00.000/- comprising of 25,00,000 equity shares of Rs 10/- each.

The Issued and Paid-up C apital of the Company as on 31* March. 2024 was Rs. 10,725,000/- comprising of 10,72,500 equity shares of face value of Rs. 10/- each.

As on 31* March. 2024, the Company had outstanding 437.500 Unsecured Unlisted Redeemable Optionally Convertible Debenture (OC.Ds) of the face value of Rs 10/- each aggregating to 4.375,000/-

Conversion of Company from Public Limited to Private Limited Company:

The Company was incorporated as "Molior Realty Private Limited* on August 21,2013, as private limited company under the Companies Act. 1056. pursuant to a certificate of incorporation issued by the Registrar of Companies, Maharashtra, Mumbai Thereafter, the name of our Company from "Molior Realty Private Limited" was changed to "Nisus Finance Services Co Private Limited" on July 28. 2014 pursuant to a certificate of incorporation issued by the Registrar of Companies, Mumbai. Subsequently, our Company was converted from a private limited company to a public limned company, pursuant to a special resolution passed by our Shareholders at an Extra-ordinary General Meeting held on May 23, 2024 and the name of Company was changed to "Nisus Finance Services Co Limited" and a fresh certificate of incorporation consequent upon conversion dated July 15 2024 was issued by Hie Registrar of Companies, Central Processing C entre

Filed Draft Red Hearing Prospectus (DRHP):

Ihe Company has filed Draft Red Hearing Prospectus (DRHP) with the SFBI on July 31. 2024 for Initial Public Offer (IPO) Copy of the DRHP is available at die website of the Company at https://msusfm com/investor-relations/.

Details of Subsidiary. Joint Venture or Associate Companies:

During the year under review, your Company had a subsidiary named Nisus Finance & Investment Managers LLP. Nisus BCD Advisors LLP and Associate Company/ LLPs named Nisus Fincorp Private Limited. Dalmia Nisus Finance Investment Managers LLP and Dhaara Nisus Finance Investment Managers LLP

Pursuant to sub-section (3) of Section 120 of the Act. the statement containing the salient features of the financial statement of companys associate companies/LLPs in Form AOC 1 is given as Annexure 1.

Details of Directors and Key Managerial Personnel:

All the Directors of the Company have confirmed that they are not disqualified from being appointed as the Directors in terms of Section 164 of the Companies Act, 2013

The constitution of the Board of Directors as on 31"‘ March. 2024 and on the date of the report is:

Sr No	Name of Directors		DIN /PAN		Designation		w.c.f.
1 2	AM IT GOENKA		02778565		Managing Director		I6-Mav-20I4
	MR1DULA AM1T GOENKA		06879950		Director		31-Aug-2016
3	VIKAS KRISHNAKUMAR MODI		06624732		Director		21-Aug-2013
4	SUNIL AGARWAL		01072180		Director		01-March-2017
5	ANIL BRIJMOHAN GOF.NKA		06882149		Director		12-OCI-2020
ft		TARA SUBRAMANIAM		07654007		Director		I0-Jan-2024
1— 7		SURENDER KUMAR TUTEJA		00594076		Director		15-June-2023

After close of the Financial year 2023-2024. Following KMP has been appointed in die company -

Sr Name of Directors No		DIN /PAN	Designation	w.e.f.
1	SUNIL MAHFSHWAR1	BJVPM9408H	CFO	l6-Jul-2024
\~2	RUKSANA iSTAK KHAN	CFSPK8678B	Company Secretarv	16-Jul-2024

Declaration of Independent Directors:

The Company has received the necessary declarations from all the Independent Directors of the Company in accordance with Section 149(7) and 134(3)(d) of the Companies Act, 2013, that they meet the criteria of independence as laid out in sub-section 6 of Section 149 of the Companies Act. 2013. Further, the Independent Directors of the Company have registered themselves with Indian Institute of Corporate Affairs for empanelmcnt in the databank of Independent Directors.

Number of meetings of the Board:

Die Board of Directors met 8 (Eight) times during the financial year ended 31* March, 2024 in accordance with the provisions of the Companies Act. 2013 and rules made thereunder.

Date of the meeting	No. of Directors eligible to attend	No. of Directors attended the meeting
15-June-2023	5 (Five)	5 (Five)
23-June-2023	6 (Six)	4(Four)
01-September-2023	6 (Six)	6 (Six)
12-October-2023	6 (Six)	6 (Six)
10-Jan-2024	6(Six)	4(Four)
05-Fcb-2024	7(Seven)	7(Seven)
16-March-2024	7(Seven)	4(Four)
26-March-2024	7(Seven)	4(Four)

The Composition and attendance of the Board members is given below.

Name of the Director	Entitled to attend number of meetings held during the Year	Number of Meetings Attended
AMIT GOFNKA	8 (Eight)	8 (Eight)
MRIDULA AMIT GOENKA	8 (Eight)	8 (Eight)
VIKAS KR1SHNAKUMAR MODI	8 (Eight)	8 (Eight)
SUNIL AGARWAL	8 (Eight)	8 (Eight)
ANIL BRIJMOHAN GOENKA	8 (Eight)	8 (Fight)
TARA SUBRAMANIAM	3 (Three)	l(One)
SURENDER KUMAR TIJTEJA	7 (Seven) 4(Four)

General Meetings of Shareholders:

During the Financial Year 2023-2024. following General Meetings of the shareholders were held

Dale & Time of ihe meeting : Type of Meeting		Venue of the meeting
Monday, 25-Sep-2023 at 11 00 AM	Annual General Meeting	20ID, POONAM CHAMBERS, A WING. DR. ANNIE BESANT ROAD, WORM. MUMBAI 400018

Particulars of employees as reuuired under Rule 5 (2) of the Companies (Appointment and remuneration of managerial personnel) Rules, 2014:

Being an unlisted company, provisions of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 are not applicable to your Company

Corporate Social Responsibility (CSR):

According to the provisions of the Section 135 of the Companies Act, 2013, for every Company having net worth of rupees Five Hundred Crores or more or turnover of rupees One Thousand Crores or more or net profit of rupees Five Crore or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee

During the financial year, the Company achieved a significant milestone and triggered die applicability of the Corporate Social Responsibility provisions as mandated by the Companies Act. 2013 and the Company need to spend towards Corporate Social Responsibility in the next financial year

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules. 2014. The Board of Directors of the Company at their meeting held at July 18, 2024 has constituted a Corporate Social Responsibility ("CSR") Committee which is chaired by Mrs. Mridula Amit Goenka. The other Members of the Committee are Mr. Sunil Agarwal (Independent Director) and Mr Vikas Krishnakumar Modi (Executive Director).

Name of Ihe Director	Designation	Type of the member
Mrs Mridula Amit Goenka	Executive Director	Chairperson
Mr. Sunil Agarwal	Independent Director	Member
Mr Vikas Krishnakumar Modi	Executive Director	Member

The Corporate Social Responsibility Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy (CSR Policy), indicating the activities to be undertaken by the Company, which has been approved by the Board

As per provisions of the Companies Act. 2013, We are committed to utilizing these resources effectively and transparently to support our community and contribute to social development Detailed reports on the

Corporate Social Responsibility initiatives and their outcomes will be presented in the following year?s annual report

Composition of various Board Committees:

After close of the financial year 2023-2024, the company has formed & adopted following committees: -

a) Audit Committee:

The Board of Directors of the Company at their meeting held at July 18, 2024 has constituted the Audit Committee The following members of the Board constituted the Audit Committee

Name of the Director	Designation	Type of the member
Mr Surender Kumar Tutcja	Independent Director	Chairman
Mr Sunil Agarwal	Independent Director	Member
Mr Amit Anil Goenka	Managing Director	Member

b) Nomination and Remuneration Committee:

The Board of Directors of die Company at their meeting held at July 18. 2024 has constituted the Nomination and Remuneration Committee The following members of the Board constituted the Nomination and Remuneration Committee:

Name of the Director	Designation	Type of the member
Mr. Surender Kumar Tuteja	Independent Director	Chairman
Mr Sunil Agarwal	Independent Director	Member
Ms Tara Subramaniam	Independent Director	Member

c) Stakeholders Relationship Committee:

The Board of Directors of the Company at their meeting held at July 18, 2024 has constituted the Stakeholders Relationship Committee. The following members of the Board constituted the Stakeholders Relationship Committee:

Name of the Director	Designation	Type of the member
Mi Sunil Agarwal	Independent Director	Chairman
Ms. Tara Subramaniam	Independent Director	Member
Mr Amit Goenka	Managing Director	Member

Shareholding:

The Shareholders of die Company as on 31¹ March. 2024 were:

Sr. No.	Name of Shareholders	Number of Share held of Rs. 10/- each.
1	Mr Amit Anil Goenka	1 0,09.999
2	M/s. Hrehan Ventures Advisors Private Limited	62.500
3	Mrs. Mridula Goenka	1
	TOTAL	10,72,500

Disclosure under Section 43(al(ii) of the Companies Act. 2013:

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.

Disclosure under Section 54f l)(d) of Che Companies Act, 2013:

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.

Disclosure under Section 62( I Hb) of the Companies Act, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62( 1 )(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished

Extract of Annual Return:

The Annual Return of the Company in prescribed Form MGT-7 is available on the website of the Company at

Statutory Auditors:

M/s Sanjay Raja Jam & Co Chartered Accountants (Firm Registration No: I20132W) were re-appointed as Statutory Auditors of your Company for a period of five years until conclusion of the 13" Annual General Meeting.

Accordingly. M/s. Sanjay Raja Jain & Co.. Chartered Accountants shall continue to hold their office as Statutory Auditors of the Company The Company has received a certificate from the M/s. Sanjay Raja Jam

& Co.. Chartered Accountants that they are eligible to hold office as the Auditors of the Company for the current year and are not disqualified from being so appointed.

Statutory Auditors Report:

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report for the year ended ^ I" March, 2024

Secretarial Auditor anti the Report:

In accordance with Section 204 of the Companies Act. 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Appointment of Secretarial Auditor is not applicable during the for the F Y 2023-2024

Maintenance of Cost Records:

The Central Government of India has not prescribed maintenance of cost records under Section 148(1) of the Companies Act 2013 for the services rendered by the Company

Particulars of Conservation of Energy. Technology Absorption and Foreign Exchange earnings and outgo:

In the absence of any manufacturing activities during the year under review, no steps were required to be taken for conservation of energy and technology absorption.

Mateiial changes and commitment affecting the financial position of the Company that occurred between the end of the financial year to which the financial statements relate and the date of the report:

lixcept s mentioned in this report, no material changes and commitments affecting the financial position of the Company occurred between the. ends of the financial year to which this financial statement relate and on the date of this report except the information mentioned in this board report

Particulars of Loans given. Guarantee given. Investments made or Security provided under section 18b of the Companies Act, 2013:

The particulars of loans, guarantee/ security and investments as applicable, covered under the provisions of Section 186 of the Act have been disclosed in the Notes to the financial statements forming part of the Annual Report

Particulars of contracts or arrangements made with related parties made pursuant to Section 188 of the Companies Act, 2013:

During the period under review, the Company has entered into transactions with related parties which were at arms length and in ordinary course of business. The particulars of such transactions have been disclosed in the Notes to the financial statements forming part of die Annual Report

Deposits:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules. 2014 during the year under review Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable

Conservation of Energy. Technology absorption. Foreign exchange earnings anti outgo:

The particulars as required tinder the provisions of Section 134(3) (m) of the Companies Act. 2013 read with Rule 8 of the Companies (Accounts) Rules. 2014 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 During die year under review, the Company has neidier earned nor used any foreign exchange.

Statement Indicating development and implementation of Risk Management:

The Company has laid down a risk management framework commensurate with its size and nature of business, which acts as an enabler for growth for the Company by helping its business to identify the inherent risks, assess, evaluate and monitor these risks and undertake effective steps to manage these risks

Details of significant material ordere passed bv the Regulators / Courts / Tribunal Impacting the going concern status And Company?s operation in future:

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8(5) (vn) of Companies (Accounts) Rules. 2014 is not required.

Details in respect of adequacy of Internal financial controls with reference to the Financial Statements pursuant to Rule 8 (5) (Viii) of Companies (Accounts) Rules. 2014:

Adequate internal control systems commensurate with the nature of the Companys business and size and complexity of its operations are in place has been operating satisfactorily, Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected ^ .

Compliance with provisions relating to the constitution of Infernal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressaJ of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and RedressaJ) Act. 2013 and die rules thereunder for prevention and redressaJ of complaints of sexual harassment at workplace Pursuant to die provisions under the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013, your Company has constituted an Internal Complaints Committee

During the year FY 2023-2024. the Company has not received any complaint on sexual harassment.

Reporting of frauds:

During the year under review, there have been no frauds reported by the Statutory Auditors of the Company under Section 143(12) of the Act

Secretarial Standards:

The Directors state that applicable Secretarial Standards, i.e. SS-I relating to ‘Meetings of the Board of Directors and SS-2, relating to ‘General Meetings, have been duly followed by die Company during the year under review

Safety <? Health:

The Company is committed to actively contributing to safety and health of its employees by ensuring safe working conditions .and safe work environment. Employees are also accountable for maintaining the laid down standards relating to occupational safety and health. Employees adopt safe techniques / technologies in manufacturing, handling and disposing of all substances including waste without creating any risk to the human, environment and equipment

Sexual Harassment of Women at W orkplace (Prevention. Prohibition and Redressal) Act. 2013:

Your Company follows an Anu-Scxual Harassment Nisus Group Policy in line with the requirements of Sexual I larassment of Women at Workplace (Prevention, Prohibition and Redressal) Act. 2013 An Internal Complaints Committee (ICC) has been set up at group level to redress complaints received regarding sexual harassment.

a) No. of complaints filed during the financial year 2023-24 Nil

b) No. of complaints disposed of during the financial year 2023-24: Nil

c) No. of complaints pending as on March 31, 2024 Nil

Board Evaluation:

As per the provisions, the Board to be carried out an annual evaluation of its own performance, the performance of the Independent .Directors individually as .well as an evaluation of the working of the

ComUwKesS of the Board The performance evaluation Of all the Directors to he earned out by the Nomination and Retmjn erotica Committee The performance evaluj^on of tits Chairman and die NonIndependent Directors 10 lie carried out by the independent Directors.

Direct nra Responsibility Stittonicnt:

fttrsuani to Section I 34 (3) {c} rsud Willi Section 134 (5} of the Companies Act, 201 J your Directors state dial

1 In the preparation oi the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any:

2 They have, in the selection of the accounting policies, cons id ted the Statutory Auditors and have applied them consistently and made judgments itnd estimates that are reasonable and prudent so as to give a true and fair view of the slate of affairs of the Company & at P‘ March. 2b24 and of ns Profit For die year ended on that date;

3 ¦ hev have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 2013 Ibr safeguarding the assets of (he Comp&iy and for preventing and detecting! fraud and other trregularnies. and

4 They have prepared (he annual accounts Ibr the year ended 3 T‘ March. 2024 on a going concern basis, and

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

Acknowledgement:

Your Directors record their appreciation for the full co-op era non received from rite hanks, other agencies and departments fhe Directors are also thankful to staff and workers lor (heir sincere co-operation and performance

Dntet 28.08.2024 Place: Mumbai