Nisus Finance Services Co Ltd Directors Report

To,

The Members,

Nisus Finance Services Co Limited

The Board of Directors take pleasure in presenting the Twelfth Annual Report covering the highlights of the business and operations of Nisus Finance Services Co Limited (the "Company") along with the Audited Financial Statements of the

Company (standalone and consolidated) for the financial year ended 31 ^st March, 2025.

HIGHLIGHTS OF FINANCIAL PERFORMANCE:

(Rs. in lakhs)

Particulars	Standalone		Consolidated
	31st March, 2025	31st March, 2024	31st March, 2025	31st March, 2024
Income
Revenue from operations	3071.12	2794.43	6561.93	4302.84
Other income	567.94	786.40	168.10	0.75
Total revenue	3639.06	3580.83	6730.03	4303.59
Less: Expenses	1113.56	549.83	2622.96	782.74
Profit/(Loss) before Exceptional and	2525.50	3031.00	4107.07	3520.85
Extraordinary Item and Tax (C=A-B)
Less: Exceptional Items	-	86.48	-	86.48
Add: Profit/(Loss) (net) of associate companies	-	-	33.67	3.90
Profit/(Loss) Before Tax	2525.50	2944.52	4140.74	3438.27
Less: Tax Expenses
- Current Tax	549.36	564.29	905.61	1034.23
- Deferred Tax	(1.77)	(1.79)	(23.92)	(1.32)
- Prior period Tax	-	-	0.71	-
Profit/Loss After Tax	1977.91	2382.02	3258.34	2405.36
APPROPRIATION
Interim Dividend	-	-	-	-
Final Dividend	-	-	-	-
Tax on Distribution of Dividend	-	-	-	-
Balance carried to Balance Sheet	1977.91	2382.02	3258.34	2405.36
Earnings Per Share	9.90	13.06	16.31	13.19
Diluted Earnings Per Share	9.90	12.76	16.31	12.88

STATE OF COMPANY ‘S AFFAIRS:

Nisus Finance Services Co Limited (Formerly known as Nisus Finance Services Co Private Limited) (CIN: L65923MH2013PLC247317), has been incorporated under Company Act, 2013 in the State of Maharashtra on 21^st

August, 2013 with an object to carry on the business of providing consulting and advisory services in the field of real estate, infrastructure, financial services pertaining to project development support, maintenance, management, administration, research, maintenance of date base, and planning, auctioneering, surveying, valuation, sourcing, agency and marketing.

The financial statements for the FY25 have been prepared in accordance with the applicable Accounting Standards as prescribed under the Companies Act, 2013 read with rules framed thereunder (the "Act") and other accounting principles generally accepted in India.

The highlights of the Companys performance are as under:

The standalone financial statements of the Company reflect the performance of the Company on standalone basis. During the year under review, the Companys total income on a standalone basis was 3,639.06/-lakhs as against

3580.83/- lakhs in the previous F.Y. 2023-24. The Company has earned a net profit of 1977.91/-lakhs during F.Y.25 against a net profit of 2382.02/- lakhs in the previous

F.Y.24 on a Standalone basis.

The consolidated financial statements of the Company include the performance of its subsidiaries and depicts the comprehensive performance of the group. During the year under review, the Companys total income on a consolidated basis was 6730.03/-lakhs as against

4303.58/- lakhs in the previous FY 2023-24. The Company has earned a net profit of 3258.34/-lakhs during F.Y. 25 against a net profit of 2405.36/-lakhs in the previous

F.Y.24 on a Consolidated basis.

CONSOLIDATED FINANCIAL STATEMENTS:

The audited consolidated financial statements together with the Independent Auditors Report thereon forms a part of the Annual Report. Pursuant to the provisions of Section 136 of the Act, the

Company will make available the said financial statements of the subsidiary companies upon a request by any member of the Company. The members can place a request by sending an e-mail at info@nisusfin.com up to the date of the 12^th Annual General Meeting. The financial statements

(Standalone and Consolidated) of the Company, along with other relevant documents and the financial statements of the subsidiary companies would also be available on the

Companys website at https://www.nisusfin.com/.

CHANGE IN NATURE OF BUSINESS:

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

SHARE CAPITAL AND CHANGES THEREON:

The Authorised Share Capital of the Company as on 31^st

March, 2025 was 25,00,00,000/-divided into 2,50,00,000

Equity shares.

The Paid-up share capital of the Company as on 31^st March,

2025 was 23,87,81,000/-divided into 2,38,78,100 Equity

Shares.

Increase in Authorised Share Capital during the year:

During the year company has increased its authorized capital from 2,50,00,000/-(Rupees Two Crores fifty Lakh Rupees Only) to 25,00,00,000/- (Rupees Twenty-Five

Crores Rupees Only), which was approved by the members of the Company at the Extra-Ordinary General Meeting held on 13^th April, 2024.

Increase in Paid Up Share Capital during the year:

During the year the Paid-up Share Capital of the Company was increased from 1,07,25,000/- (Rupees One Crores

Seven Lakhs Twenty-Five Thousand Rupees Only) to

23,87,81,000/- (Rupees Twenty-Three Crores Eighty-

Seven Lakhs Eighty-One Thousand Rupees Only) by following ways; a. During the year, the Company has allotted 1,71,60,000 (One Crore Seventy One Lakhs Sixty Thousand) Equity

Shares of 10/- each by way of Bonus Issue vide

Allotment Resolution dated 15^th May, 2024.

b. During the year, the company has allotted the 56,45,600 (Fifty-Six Lakhs Forty Five Thousand

Six Hundred) Equity Shares of 10/-each through

Fresh Issue (IPO) vide Allotment Resolution dated 9^th December, 2024.

CONVERSION OF PRIVATE COMPANY TO PUBLIC COMPANY:

During the year under review, according to Section 13,14, and 18 and other applicable provisions under the Companies Act, 2013, the Company by way of approval of the Shareholders vide dated 23^rd May, 2024 was converted from "Private Limited" to "Public Limited" and consequently the name of the Company was changed from "Nisus Finance Services Co Private Limited" to "Nisus Finance Services Co Limited".

LISTING INFORMATION:

The Equity Shares of the Company are listed with BSE SME Platform and in dematerialized form. The ISIN of the Company is INE0DQN01013.

The Shares of the Company were listed on Bombay Stock Exchange SME platform, Mumbai on 11^th December, 2024.

The Company has paid the annual listing fee for the financial year 2024-2025. The Equity Shares of the Company has the electronic connectivity under ISIN: INE0DQN01013. To provide service to the Shareholders, the Company has appointed M/s. Skyline Financial Services Private Limited, D-153A, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi-110020 as Registrar and Transfer Agent (RTA) & Share Transfer Agent (STA) of the Company through its Board Resolution dated 15^th May, 2024 for its Members / Investors and for Electronic Connectivity with NSDL and CDSL.

Due to listing of shares of the Company the status of Company changed from Unlisted Public Company to Listed Company, hence the CIN of the Company has been changed from U65923MH2013PLC247317 to L65923MH2013PLC247317.

WEBSITE OF THE COMPANY:

In accordance with the provisions of the Companies Act, 2013 and applicable rules, the Company maintains a functional website at https://www.nisusfin.com/, which contains relevant information about the Company, including details of its business, financial information, shareholding pattern, policies, codes, and other statutory disclosures as required under applicable laws.

TRANSFER TO RESERVES:

The Company has not transferred any amount to general reserves during the financial year under review.

DIVIDEND:

In compliance with the provisions of Companies Act, 2013, the Board of Directors of the Company do not recommend any dividend for the Financial Year ended 31^st March, 2025. Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations"), the Board of Directors of the Company (the "Board") has formulated, approved and adopted a Dividend Distribution Policy. The policy details various considerations based on which the Board may recommend or declare Dividend to shareholders. The Dividend Distribution Policy of the Company is also available on the Companys website at https://nisusfin.com/ investor-relations/policies.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company was not required to transfer any funds to the investor education and protection fund pursuant to the provisions of Section 125 of the Act during the financial year under review.

ANNUAL REPORT:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Draft Annual Return as on 31^st March, 2025 is available on the Companys website at https://nisusfin.com/ investor-relations/financial-information.

DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

During the year under review, the Company had Five subsidiaries, three associates and three step down subsidiaries.

Name of the Company	Subsidiary/ JV/ Associate
1. M/s Nisus Finance & Investment Managers LLP	Subsidiary
2. M/s Nisus Fincorp Private Limited	Subsidiary
3. M/s Nisus BCD Advisors LLP	Subsidiary
4. M/s Nisus Finance International Advisors IFSC LLP	Step Down Subsidiary
5. M/s Microspace Projects LLP	Subsidiary
6. M/s Nisus Finance Projects LLP	Subsidiary
7. M/s Nisus Finance Investment Consultancy FZCO	Step Down Subsidiary
8. M/s NIFCO Management Consultancies L.L.C.	Step Down Subsidiary
9. M/s Microsafe Projects LLP	Associate
10. M/s Dalmia Nisus Finance Investment Managers LLP	Associate
11. M/s Dhaara Nisus Finance Investment Managers LLP	Associate

The form AOC- 1 is attached as Annexure - 1 with this report.

STATEMENT OF UTILIZATION OF FUNDS RAISED THROUGH IPO UNDER REGULATIONS 32 (1) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

The Company has issued and allotted 56,45,600 equity shares of 10 each fully paid up for cash at a price of 180/-each including premium of 170/-per share each by way of Initial Public Offer ("IPO") aggregating to 10,162.08 Lakhs and got listed on SME Platform of Bombay Stock Exchange Limited on 11^th December, 2024. The details of utilization of IPO Issue Proceeds as on 31^st March, 2025 is mentioned below:

in lakhs

Object of the Issue as per Prospectus	Amount allocated for the Object	Amount utilised till 31st March, 2025	Deviation / Variation from Applicable Object	Unutilized Amount as on 31st March, 2025
1 Augmenting fund setup, additional licenses, facility	1,246.45	712.76	-	533.69
management services and fund management
infrastructure in IFSC-Gift City (Gandhinagar), DIFC-
Dubai (UAE) and FSC-Mauritius.
2 Fund raising cost, distribution and placement fee	3,590.58	1,681.06	-	1,909.52
to third party distributors or agents in India and/or
international markets for creation of pool of funds.
3 Investment in Subsidiary Company	2,500.00	2,500.00	-	-
4 General Corporate Purposes	2,226.12	2,167.06	(51.31)	7.75
5 Share Issue Expense	598.93	650.24	51.31	-
TOTAL	10,162.08	7,711.13	-	2,450.95

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Board of Directors of the Company comprises of Six (6) Directors with optimum combination of Executive and Non-Executive Directors i.e., three Executive Directors and Three Non-Executive Independent Directors including two-woman Directors out of which one is an Independent Woman Director and each of them are professionals in their respective areas of specialization and have held eminent positions as on 31^st March, 2025 There are changes in Directors and Key Managerial Personnel for the period under review.

Changes in Directors:

1. Ms. Tara Subramaniam (DIN: 07654007), designation was changed from Additional Non-Executive Independent Director to Non-Executive Independent Director w.e.f. 18^th July, 2024.

2. Mrs. Mridula Amit Goenka (DIN: 06879950), designation was changed from Non-Executive Director to Executive Director w.e.f. 18^th July, 2024.

3. Mr. Vikas Krishnakumar Modi (DIN: 06624732), designation was changed from Non-Executive Director to Executive Director w.e.f. 18^th July, 2024.

4. Mr. Anil Brijmohan Goenka (DIN: 06882149), resigned from office as Chairman & Non-Executive Director w.e.f. 4^th November, 2024.

5. Mr. Amit Goenka (DIN: 02778565) was appointed as Executive Managing Director w.e.f. 4^th November, 2024.

Changes in Key Managerial Personnel:

1. Mr. Sunil Maheshwari, was appointed as Chief Financial the Company w.e.f. 16^th July, 2024.

2. Ms. Ruksana Khan, was appointed as Company Secretary of the Company w.e.f. 16^th July, 2024.

None of the Directors of the Company are disqualified for being appointed as Directors as specified under Section

164(2) of the Act read with Rule 14(1) of the Companies

(Appointment and Qualification of Directors) Rules, 2014.

RETIREMENT OF DIRECTOR BY ROTATION:

In terms of Section 152 of the Companies Act, 2013, Mr. Vikas Krishnakumar Modi (DIN: 06624732), Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offered herself for re-appointment. Brief profile of Director seeking Appointment/Re-appointment is provided in the explanatory statement attached to the Notice of AGM.

None of the Directors of the Company are disqualified/ debarred as per the applicable provisions of the Act and the Securities and Exchange Board of India

DECLARATION BY INDEPENDENT DIRECTORS:

Your Company had received declarations from all the

Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under subsection (6) of Section 149 of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company. Independent Directors are familiarized with their roles, rights and responsibilities as well as with the nature of industry and business model through induction program at the time of their appointment as Directors and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

As per the provisions of section 173 of the Companies Act, 2013 and read with rules as applicable, and in pursuant to Secretarial Standards I as prescribed by the Institute of Company Secretaries of India, and SEBI Listing Regulations, the Board of Directors of the Company met 17 (Seventeen) times during the year under review. The details of the meetings of the Board of Directors of the Company held are:

Details of Board Meeting:

Attendance of the Board Meeting held on	Amit Goenka	Mridula Amit Goenka	Anil Brijmohan Goenka	Sunil Agarwal	Tara Subramaniam	Surender Kumar Tuteja	Vikas Krishnakumar Modi
12th April, 2024	Yes	Yes	Yes	-	-	Yes	Yes
13th May, 2024	Yes	Yes	Yes	-	-	Yes	Yes
15th May, 2024	Yes	Yes	Yes	-	-	Yes	Yes
16th July, 2024	Yes	Yes	Yes	-	-	Yes	Yes
18th July, 2024	Yes	Yes	Yes	-	-	Yes	Yes
1st August, 2024	Yes	Yes	Yes	Yes	Yes	Yes	Yes
28th August, 2024	Yes	Yes	Yes	Yes	Yes	Yes	Yes
31st August, 2024	Yes	Yes	Yes	-	-	Yes	Yes
26th September, 2024	Yes	Yes	Yes	-	-	Yes	Yes
4th November, 2024	Yes	Yes	Yes	-	-	Yes	Yes
13th November, 2024	Yes	Yes	-	Yes	Yes	Yes	Yes
20th November, 2024	Yes	Yes	-	-	-	Yes	Yes
3rd December, 2024	Yes	Yes	-	-	-	Yes	Yes
6th December, 2024	Yes	Yes	-	-	-	Yes	Yes
9th December, 2024	Yes	Yes	-	-	-	Yes	Yes
24th December, 2024	Yes	Yes	-	Yes	Yes	Yes	Yes
13th February, 2025	Yes	Yes	-	Yes	Yes	Yes	Yes

The maximum interval between two consecutive meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations.

COMPOSITION OF BOARD COMMITTEES:

The Committees of the board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following are the Statutory Committees under the Act and SEBI Listing Regulations constituted by the board which functions according to their respective roles and defined scope:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee;

• Corporate Social Responsibility Committee.

1. AUDIT COMMITTEE:

The Audit Committee comprises of 2 non-executive Independent Directors and 1 Executive Managing Director as its

Members. The Chairman of the committee is Independent Director. The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the Management, the statutory auditor and notes the processes and safeguards employed by each of them.

During the Financial year 2024-25, Six (6) meeting of audit committee held on 27^th July, 2024, 28^th August, 2024, 13^th November, 2024, 20^th November, 2024, 24t^h December, 2024 and 13^th February, 2025.

The Composition of Audit Committee and the details of meetings attended by members during the year are given below.

Name of the Director	Designation in the Committee	Nature of Directorship	No. of Audit Committee Meetings held & entitled to attend	No. of Audit Committee Meetings Attended
Mr. Surender Kumar Tuteja	Chairman	Non-Executive	6	6
		Independent Director
Mr. Sunil Agarwal	Member	Non-Executive	6	6
		Independent Director
Mr. Amit Goenka	Member	Executive Managing	6	6
		Director

2. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The stakeholder relationship committee comprises 2 Non-executive Independent Director and 1 Executive Managing Director as its members. The Chairperson of the Committee is a Non-Executive Independent Director.

During the Financial year 2024-25, One (1) meeting of Stakeholder Relationship Committee was held on 27^th March, 2025.

The Composition of Stakeholder and Relationship Committee and the details of meetings attended by the members during the year are given below:

Name of the Director	Designation in the Committee	Nature of Directorship	No. of Stakeholder Relationship Committee Meetings held & entitled to attend	No. of Stakeholder Relationship Committee Meetings Attended
Mr. Sunil Agarwal	Chairman	Non-Executive	1	1
		Independent
		Director
Ms. Tara Subramaniam	Member	Non-Executive	1	1
		Independent
		Director
Mr. Amit Goenka	Member	Executive Managing	1	1
		Director

3. CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility committee comprises 2 executive Director and one Non-executive Independent

Director as its members. The Chairperson of the Committee is Executive Director.

During the Financial year 2024-25, Two (2) meetings of Corporate Social Responsibility Committee was held on 18^th July, 2024 and 13^th February, 2025.

The Composition of Corporate Social Responsibility Committee and the details of meetings attended by the members during the year are given below:

Name of the Director	Designation in the Committee	Nature of Directorship	No. of Corporate Social Responsibility Committee Meetings held &entitled to attend	No. of Corporate Social Responsibility Committee Meetings Attended
Mrs. Mridula Goenka	Chairperson	Executive Director	2	2
Mr. Sunil Agarwal	Member	Non-Executive	2	2
		Independent Director
Mr. Vikas Krishnakumar Modi	Member	Executive Director	2	2

4. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of three Non-Executive-Independent Directors as its members. The Chairperson of the Committee is a Non - Executive Independent Director.

During the Financial year 2024-25, One (1) meeting of the Nomination and Remuneration Committee were held on 27^th March, 2025.

The Composition of Nomination and Remuneration Committee and the details of meetings attended by members during the year are given below.

Name of the Director	Designation in the Committee	Nature of Directorship	No. of Nomination and Remuneration Committee Meetings held & entitled to attend	No.of Nomination and Remuneration Committee Meetings Attended
Mr. Surender Kumar Tuteja	Chairperson of	Non-Executive	1	1
	Committee	Independent
		Director
Mr. Sunil Agarwal	Member	Non-Executive	1	1
		Independent
		Director
Ms. Tara Subramaniam	Member	Non-Executive	1	1
		Independent
		Director

STATUTORY AUDITORS:

M/s Sanjay Raja Jain & Co. Chartered Accountants (Firm

Registration No: 120132W) were re-appointed as Statutory

Auditors of your Company for a period of five years until conclusion of the 13th Annual General Meeting.

Accordingly, M/s. Sanjay Raja Jain & Co., Chartered Accountants shall continue to hold their office Statutory

Auditors of the Company. The Company has received a certificate from the M/s. Sanjay Raja Jain & 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. There are no observations, qualifications or adverse remarks in the Auditors Report.

INTERNAL AUDITOR:

According to the Section 138 of Companies Act, 2013 and rule 13(1)(2) of Companies (Accounts) Rules, 2014, the Company is required to undertake the Internal Audit for the financial year 2024-2025. The Company has appointed

M/s. Padam Chand Jain & Co., Chartered Accountants, as Internal Auditor at the Board meeting held on 13^th February,

2025 for the financial year 2024-2025.

The Internal Audit Report issued by M/s. Padam Chand Jain

& Co., Chartered Accountants, for the financial year 2024-2025 does not contains qualifications or adverse remarks.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

The internal auditor of the company M/s. Padam Chand

Jain & Co., Chartered Accountants, checks and verifies the internal control and monitors them in accordance with policy adopted by the company from time to time. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at https://nisusfin.com/ investor-relations/policies. The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee on regular basis. The employees of the Company are made aware of the said policy at the time of joining the Company

COST AUDIT AND MAINTENANCE OF COST RECORDS:

Section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 are not applicable to the Company.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors have not reported any instances of frauds committed against the

Company by its officers or employees under sub-section

(12) of Section 143 of the Companies Act, 2013, other than those which are reportable to the Central Government.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. Your directors draw your attention to notes to the financial statements for detailed related parties transactions entered during the year. Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or Members/ Shareholders have been obtained for such transactions. However, as part of good corporate governance, all related party transactions covered under Section 188 of the Act are approved by the Audit committee.

The form AOC- 2 is attached as Annexure - 2 with this report.

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31^st March, 2024, are set out in Notes 12 & 17 to the standalone financial statements of the Company which forms a part of this annual report.

SECRETARIAL AUDITOR:

Pursuant to the provisions of section 204 of the Companies Act, 2013 the Company is required to undertake the

Secretarial Audit. The Company has appointed M/s. M. Jawadwala & Co., Company Secretaries, as Secretarial Auditor at the Board Meeting held on 13^th February, 2025 for the financial year 2024-25.

The Secretarial Audit Report issued by M/s. M. Jawadwala & Co, Company Secretaries, 2024-2025 does not contains any qualifications or adverse remarks. The Secretarial Auditor has not reported any incident of fraud during the financial year under review. The Secretarial Audit report is annexed to the Director Report in Form MR-3 as ‘Annexure - 3.

DEPOSITS:

The Company, during the year, has not invited/ accepted any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013, and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

During the year under review, the Company has accepted unsecured loans from its directors. The said loans have been received in compliance with the Companies (Acceptance of Deposits) Rules, 2014. The Directors have furnished the requisite declarations confirming that the funds provided to the Company were out of their own funds and not out of borrowed funds.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the financial year ended 31^st March, 2025, the Company incurred CSR contribution of 23,10,000/-

(Rupees Twenty Three Lakhs Ten Thousand Only). The CSR initiatives of the Company were under the area of Promoting Education Activity, Education & Literacy and Health & Family Welfare. Further, the information pursuant to Section 134(3)(O) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 are given in Annexure – 4 outlining the main initiatives during the year under review. Further, your Company has obtained certificate from Chief Financial Officer as required under Section 135, of the Companies Act, 2013. CSR Policy of the Company is available on the website of the Company at https://nisusfin.com/investor-relations/ policies.

RISK MANAGEMENT POLICY:

The Companys Risk Management Policy deals with identification, mitigation and management of risks across the organization. The same has been dealtoss of thewith the Management Discussion and Analysis as required under

Schedule V of the SEBI Listing Regulations which is provided separately in the Annual Report.

CODE FOR PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The trading window is closed during the time of declaration of results and occurrence of any material events as per the Code. This Code of Conduct also includes Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Policy and Procedure for Inquiry in case of Leak or Suspected Leak of Unpublished Price Sensitive Information which has been made available at the

Companys website at the weblink: https://www.nisusfin. com/investor-relations/policies.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination

& Remuneration Committee, formulated criteria for determining, qualifications, positive attributes and independence of a director and also a policy for remuneration of directors, key managerial personnel and senior management. The policy is available at the website of company at https://nisusfin.com/investor-relations/ policies.

PARTICULARS OF EMPLOYEE:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company, is enclosed as Annexure- 5 & 6 and forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

a) Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistently and made judgments 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 for that period; profit and c) they 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 your Company and for preventing and detecting fraud and other irregularities;

d) the Annual Accounts had been prepared on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial control are adequate and operating effectively and;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 the company has adopted a formal mechanism for evaluating its own performance and as well as that of its committee and individual Directors, including the chairperson of the Board. The Exercise was carried out through a structured evaluation process covering the various aspects of the Boards functioning such as composition of board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc.

The evaluation of the independent Directors was carried out by Board, except the independent Director being evaluated and the evaluation of chairperson and the non-independent Directors were carried out by the independent Directors.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Company has in place a familiarization program for its

Independent Directors. The objective of the program is to familiarize Independent Directors on the Board with the business of the Company, industry in which the Company operates, business model, challenges etc. through various programs which largely revolves around interaction with subject matter experts within the Company and meetings with our business leads and functional heads on a regular basis.

COMPLIANCE WITH THE SECRETARIAL STANDARDS:

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis as required in terms of the Listing Regulations is attached as a separate document along with the annual report.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as follows: a) Conservation of energy-(i) the steps taken or impact on conservation of energy; (ii) the steps taken by the company for utilising alternate sources of energy; (iii) the capital investment on energy conservation equipments; b) Technology absorption-(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution; (iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported; (b) the year of import;

(c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and (iv) the expenditure incurred on Research and Development. c) Foreign exchange earnings and outgo-The Foreign Exchange earned in terms of actual inflows during the year and the Foreign

Exchange outgo during the year in terms of actual outflows are as follows:

Particulars	Current Year	Previous Year
	(2024-2025)	(2023-2024)
Foreign Exchange	23.27	NIL
gain / (loss)

CREDIT RATING:

During the Financial Year under review the Company has not obtained any credit rating.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has in place a policy on Prevention of Sexual Harassment at Workplace, which is in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). The Company has constituted Internal Complaint Committee (ICC) under Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to consider and resolve the complaints related to sexual harassment.

The ICC includes Mrs. Mridula Goenka as Presiding Officer,

Ms. Supriya Gupta, Mr. Sunil Maheshwari, and Mr. Avadhoot Sarwate as members, and Ms. Sheetal Chaurasiya as a External member. The Company regularly conducts awareness programmes for its employees. The objective of this policy is to provide an effective complaint redressal mechanism if there is an occurrence of sexual harassment. This policy is applicable to all employees, irrespective of their level.

The details of complaints under the said Act during the financial year are as follows:

(a) Number of complaints of sexual harassment received during the year: Nil (b) Number of complaints disposed of during the year: Nil (c) Number of cases pending for more than ninety days: Nil During the year under review, the Committee has received no complaints.

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable.

The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals which impact the going concern status and companys operations.

MATERIAL CHANGES DURING THE YEAR:

Apart from the listing of the companys shares on the BSE portal during the year, as disclosed above, there have been no material changes that could significantly affect the companys performance.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFTER BALANCE SHEET DATE:

Pursuant to Regulation 30 read with Para A of Part A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, this is to inform that Nisus Finance

Projects LLP ("LLP") a subsidiary of Nisus Finance

Services Co Limited ("NiFCO") proposes to acquire 69% Equity stake of New Consolidated Construction Company Limited ("NCCCL" or "Target Company").

EMPLOYEES STOCK OPTION PLAN:

The Company has not provided stock options to any employee.

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

There were no applications which are made by or against the company under The Insolvency and Bankruptcy Code, 2016 during the year.

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

During the Financial year under review, there were no one time settlement of Loans taken from Banks and Financial institutions.

ACKNOWLEDGEMENT:

Your directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. members, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board of Directors

Nisus Finance Services Co Limited

Date of Approval: 25th July, 2025

Sd/-

Amit Goenka

Chairman and Managing Director

(DIN: 02778565)

Date of Signing : 28th July, 2025

Place: Mumbai