SSPN Finance Ltd Directors Report

Dear Members,

Your Directors are pleased to present the Annual Report of SSPN Finance Limited along with the Audited Financial Statements for the financial year ended 31^st March, 2024.

FINANCIAL HIGHLIGHTS

Particulars	Year ended March 31, 2024	Year ended March 31, 2023
Net Sales/Income from Operations	25,73,362	25,91,597
Other Income	2,180	1,16,324
Less: Expenditure	24,95,500	27,02,826
Profit/(Loss) before taxation	80,041	5,095
Less: Tax provisions	-	-
Deferred Tax	1,662	1,849
Prior Year Tax	-	-
Profit/(Loss) after tax	78,379	3,247

OPERATIONS REVIEW

The Income from operation for the financial year 2023-24, for the year under review was at Rs. 25,73,362 as compared to Rs. 25,91,597 during the financial year 2022-23. The company Profit after tax has registered a rise from Rs. 3,247 to Rs. 78,379 over the previous year.

SHARE CAPITAL

During the year under review the Company has not issued Equity shares. The Company has not granted any stock options or sweat equity. The total shares issued are 37,86,400 and out of which 36,91,350 are in demat form representing 97.49% and the rest i.e. 95,050 representing 2.51% in physical mode.

DIVIDEND

With a view to strengthen the financial position of the Company, no dividend has been recommended for the financial year ended March 31, 2024.

TRANSFER TO RESERVES

No amount was transferred to the reserves during the financial year ended March 31, 2024.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

DIRECTORS AND KEY MANEGERIAL PERSONNEL

The Changes in the directors and Key Managerial Personnel during the year are as under:

A. Appointment of Mr. Sachin Ramchandra Vadgave as an additional director of the Company. MEETINGS OF THE BOARD OF DIRECTORS

During the financial year 2023-2024, 5 (Five) Meetings of the Board of Directors of the Company, 3 (Three) meeting of the Audit Committee and 2 (Two) meeting of the Nomination and Remuneration Committee were held.

The details of Board Meetings are given below:

Date	Serial Number
30/05/2023	01/2023-2024/BM
20/06/2023	02/2023 -2024/BM
08/07/2023	03/2023-2024/BM
10/07/2023	04/2023 -2024/BM
14/11/2023	05/2023 -2024/BM
28/02/2024	06/2023 -2024/BM

The details of the Audit Committee Meetings are given below:

Date	Serial Number
30/05/2024	01/2023-2024/AC
08/7/2024	02/2023 -2024/AC
14/11/2024	03/2023-2024/AC
28/02/2024	04/2023 -2024/AC

The details of the Nomination and Remuneration Committee Meetings are given below:

Date	Serial Number
30/05/2024	01/2023-2024/NRC
08/7/2024	02/2023 -2024/NRC
14/11/2024	03/2023 -2024/NRC
28/02/2024	04/2023 -2024/NRC

The details of the Stakeholder Relationship Committee Meetings are given below:

Date	Serial Number
30/05/2024	01/2023 -2024/SRC
14/11/2024	02/2023-2024/SRC

DISCLOSURE OF ANNUAL RETURN

The extract of Annual Return, pursuant to the provisions of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and administration) Rules, 2014, for the financial year ended 31^st March, 2024, is furnished in Form MGT-9 and is attached as "ANNEXURE I" and forms part of this report. The web address of the Company where the Annual Return has been placed is as follows: www.sspnfin.com

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134[3][c] read with Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and in case of any material departures, proper explanations have been given for the same in the accounts itself;

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 profit/loss of the Company for that period;

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

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate operating effectively;

f. Being a listed company, the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

No frauds were reported by the Companys Statutory / Cost / Internal / Secretarial Auditors during the year under review.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 read with SEBI Listing Regulations so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

In accordance with the provision of Section 178 of the Companies Act, 2013, the Board has constituted Nomination and Remuneration Committee (NRC). The Board on recommendation of NRC had approved a policy setting out the criteria for determining qualifications, positive attributes, independence of Directors and other matters provided under Section 178(3) of the Act. The salient features/ changes in the policy are attached herewith as "Annexure-II". For viewing the complete policy, you may kindly visit the following web- address of the Company: www.sspnfin.com

AUDITORS

STATUTORY AUDITORS

Pursuant to the provisions of section 139, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, Jain Anil & Associates, Chartered Accountants, bearing Registration No. 0115987W, hold office up to the conclusion of the Annual General meeting

to be held in the year 2026. The Company has received a certificate from the said auditors that they are eligible to hold office as the Auditors of the company.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Ms. Divya Mota to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure-III" and forms an integral part of this report.

There are no qualifications, reservations or adverse remark or disclaimer made by the auditor in their Report.

INTERNAL AUDITOR

Pursuant to the provisions of section 138, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, Shweta Mundra, Company Secretary in whole time practice conducted the internal audit of the company for the year 2023-24. The Company has received a certificate from the said auditors that they are eligible to hold office as the Auditors of the company.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS, COST AUDITORS AND SECRETARIAL AUDITOR TN THETR REPORTS

There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report. The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self explanatory.

The Secretarial Audit report is annexed herewith as "Annexure-III". The observation made by the Secretarial Auditors in their report for the financial year ended 31^st March, 2024 read with the explanatory notes therein are self explanatory, and therefore do not call for any further explanation or comments.

The Cost audit of the Company has not been conducted for the financial year 2023-2024 as provisions of Section 148 of the Companies Act, 2013 are not applicable on the Company.

MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified under Section 148(1) of the Act, is not required by the Company and accordingly such accounts and records are not made and maintained by the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

During the year under review, the Company has not given any loans or guarantees or made investments under Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year ended March 31, 2024 were on an arms length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

STATE OF THE COMPANYS AFFAIRS AND FUTURE OUTLOOK

The Company is engaged in the business of offering micro to small ticket sized secured and unsecured loans to help small vendors and small business owners. The Company is being optimistic about its future activities and aims higher profits with increased revenue in the years to come.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

There were no material changes and commitments affecting the financial position of the company between the end of the financial year and the date of this report.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Account) Rules, 2014 in respect of Conservation

FOR SSPN FINANCE LIMITED
SACHIN Digitally signed by SACHIN RAMCHANDRA RAMCHANDRA vadgave VADGAVE Do™1114 16:59:35	Rhnnes Digitally signed by Bhupesh Kumar h KumarDa^sO4
SACHIN VADGAVE	BHUPESH KUMAR
DIN:09331430	DIN:07642783
DIRECTOR	DIRECTOR
DATE: 14.11.2024
PLACE: MUMBAI