Supra Pacific Financial Services Ltd Directors Report

Directors Report

To

THE SHAREHOLDERS

SUPRA PACIFIC FINANCIAL SERVICES LIMITED

Your Board of Directors is pleased to share with you the 39th Annual Report of SUPRA PACIFIC FINANCIAL SERVICES LIMITED (“Company") enumerating the business performance along with the Audited Financial Statements (standalone and consolidated) for the financial year ended March 31, 2025.

I.Financial Summary

The financial results of the Company, along with the corresponding figures of the previous year, are presented in the table below:

Highlights of financial results for the year were as under:	2024-2025	2023-2024
Revenue from Operations	4741.97	2585.27
Other Income	50.36	6.16
Total expenses	4692.28	2531.31
Profit Before Tax	100.05	60.12
Tax expenses:
Current tax	36.53	19.97
Deferred tax	(50.79)	(26.65)
Profit After Tax	114.31	66.80
Other Comprehensive Income	6.81	(11.64)
Total Comprehensive Income for the year	121.13	55.16
Earnings per share	0.45	0.32

2.State of affairs of the Company:

During the year, the Company has registered a profit of Rs. 121.13 lakh from the operation of the company as against profit of Rs. 55.16 lakh from previous financial year.

Your Company posted total income and net profit of Rs. 4792.33 Lakh and Rs. 121.13 Lakh respectively, for the financial year ended March 31, 2025, as against Rs. 2591.43 Lakh and Rs. 55.16 Lakh respectively, in the previous financial year. Your Company has transferred an amount of Rs. 55.33 Lakh to Reserve Fund under Section 45-IC of the RBI Act, 1934.

3. SHARE CAPITAL:

As at March 31, 2025, the issued, subscribed and paid-up share capital of your Company is 29,95,99,630/- (Rupees Twenty Nine Crore Ninety five lakh Ninety Nine Thousand Six Hundred and Thirty Only) comprising of 2,99,59,963(Two Crore Ninety Nine Lakh Fifty Nine Thousand Nine Hundred and Sixty Three) equity shares of 10 each as on March 31, 2025. Capital structure of the company during the financial year 2024-2025.

Class of shares-Equity	Authorized capital	Paid up capital
Number of equity shares	5,00,00,000	2,99,59,963
Nominal amount per share (in INR)	10	10
Total amount of equity shares (in INR)	50,00,00,000.00	29,95,99,630.00

During the year, your Company has issued 4,82,679 and 3,32,77,78 equity shares. The details of which are provided below:

Sl.No DATE OF ALLOTMENT	TYPE OF INSTRUMENT	NO OF SECURITIES	TYPE OF ISSUE
1. 24/04/2024	Equity	482679	Preferential Allotment
2. 30/09/2024	Equity	2781248	Preferential Allotment

There was no re-classification or sub-division of the authorized share capital, reduction of share capital, buy-back of shares, change in the capital structure resulting from restructuring, or change in voting rights in respect of any class of the share capital of the company during the financial year.

4. Listing of Shares

The Equity shares of the Company were listed on BSE Ltd. (BSE). The listing fee for the financial years 2024-2025 were paid to the Stock Exchange.

5. Dividend

The Board of Directors of your Company has not recommended any dividend for the financial year under review.

6. Capital Adequacy

Your Companys Capital Adequacy Ratio as of March 31,2025, stood at 32.31%, of the aggregate risk-weighted assets on the balance sheet and risk-adjusted value of the off-balance sheet items, which is well above the regulatory minimum of 15%.

7. Annual Return

Pursuant to Section 134 and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the website of the Company.

8. Revision of financial statement or the Report

The Company has not revised its Financial Statement or Boards Report during the financial year

9. Ratings

The Infomerics Valuation And Rating Ltd.(Formerly lnfomerics Valuation And Rating Pvt. Ltd.) had reaffirmed ratings for the various bank loan facilities availed by the Company, during the financial year 2024-2025 ,details are given below:

Facilities	Amount (Rs. crore)	Current Ratings	Previous Rating	Rating Action
Long Term Fund Based Facility- Term Loans	16.44	IVR BBB-/STABLE (IVR Triple B-Minus with stable outlook)	-	Rating assigned
Long Term Fund Based Limits -OD	30.50	IVR BBB-/STABLE (IVR Triple B-Minus with stable outlook)	-	Rating assigned
Long Term Fund Based Proposed Term Loans	53.06	IVR BBB-/STABLE (IVR Triple B-Minus with stable outlook)	-	Rating assigned

10.RESOURCE MOBILISATION

a)Non-Convertible Debentures

During the year under review, the Company has raised Rs. 49,82,25,000 through the issuance of privately placed Secured, Redeemable, Non-Convertible Debentures. The proceeds of the issue have been utilized for augmenting the working capital resources of the company and expanding the loan portfolio as well as for the general expansion activities of the company.

Date of allotment	Type of instrument	No of Securities	Total amount paid (including premium) (in Rs.)
29/05/2024	Secured, Unrated, Unlisted, Redeemable, Fully Paid-Up Nonconvertible Debentures	58050	Rs. 1000 per debenture aggregating to Rs. 5,80,50,000
14/11/2024	Secured, Unrated, Unlisted, Redeemable, Fully Paid-Up Nonconvertible Debentures	69150	Rs. 1000 per debenture aggregating to Rs. 6,91,50,000
23/12/2024	Secured, Unrated, Unlisted, Redeemable, Fully Paid-Up Nonconvertible Debentures	38775	Rs. 1000 per debenture aggregating to Rs. 3,87,75,000
03/01/2025	Secured, Unrated, Unlisted, Redeemable, Fully Paid-Up Nonconvertible Debentures	200	Rs. 100000 per debenture aggregating to Rs. 2,00,00,000
10/02/2025	Secured, Unrated, Unlisted, Redeemable, Fully Paid-Up Nonconvertible Debentures	62250	Rs. 1000 per debenture aggregating to Rs. 6,22,50,000
14/03/2025	Secured, Unrated, Unlisted, Redeemable, Fully Paid-Up Nonconvertible Debentures	125000	Rs. 1000 per debenture aggregating to Rs. 12,50,00,000
24/03/2025	Secured, Unrated, Unlisted, Redeemable, Fully Paid-Up Nonconvertible Debentures	125000	Rs. 1000 per debenture aggregating to Rs. 12,50,00,000

b) Subordinated Debts

During the year under review, the Company has raised Rs. 30,82,29,000 through issuance of subordinated, unsecured, redeemable in the form of subordinated debt for inclusion as Tier II Capital.

c) Particulars Of Loans, Guarantees, or Investments Under Section 186 of Act

Pursuant to Section 186(11) (a) of the Act read with Rule 11(2) of the Companies (Meetings of Board and its Powers) Rules, 2014, the loan made, guarantee given or security provided in the ordinary course of business by an NBFC registered with the RBI are exempt from the applicability of the provisions of Section 186 of the Act. As such, the particulars of loans and guarantees have not been disclosed in this Report. During the year under review, the Company has invested surplus funds in various securities in the ordinary course of business.

11. DEBENTURE REDEMPTION RESERVE

Pursuant to notification issued by Ministry of Corporate Affairs on 16th August, 2019 in exercise of the powers conferred by subsections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government amended the Companies (Share Capital and Debentures) Rules 2014,the principal rules, in rule 18, for sub-rule (7), the limits with respect to adequacy of Debenture Redemption Reserve (DRR) and investment or deposits for listed companies (other than All India Financial Institutions and Banking Companies as specified in subclause (i)), Debenture Redemption Reserve is not required to maintain in case of public issue of debentures as well as privately placed debentures for NBFCs registered with Reserve Bank of India under section 45-IA of the RBI Act, 1934. Therefore, the Company has not created DRR during the year ended 31 March 2025.

Further, the Company shall on or before the 30th day of April in each year, invest or deposit, as the case may be, a sum which shall not be less than fifteen percent, of the amount of its debentures maturing during the year ending on the 31st day of March of the next year in the manner mentioned in Rule 18(7) (c). Accordingly, the Company has deposited Rs. 211.51 Lakh in deposit account for debenture redemption.

12. DIRECTORS:

A) The composition of the Board of Directors as at March 31, 2025

SL. NO		NAME OF THE DIRECTOR		DIN		DESIGNATION		Changes during the year
1		Joby George		06429801		Executive Director		-
2		Abidh Abubakkar		08569590		Executive Director		-
3		Sandeep Babu Thonnangamath		08242822		Non-Executive - Non Independent Director		-
4		Manoj Karumathil		09724286		Non-Executive - Non Independent Director		-
5		Ramanathan Balakrishnan		09763977		Non-Executive - Non Independent Director		Appointed as Non-Executive -Independent Director in the Board meeting held on 23.12.2024 and the appointment was regularized on approval from shareholders through Postal Ballot
6		Murali		10168844		Non-Executive - Non Independent Director		Resignation due to personal reasons were accepted with effect from 10.10.2024
7		Dhanya Jose		08760264		Non-Executive - Non Independent Director		-
8		Kanjirikkapallil Saithumuhammad Anvar		10881401		Non-Executive - Non Independent Director		-
9		Adayadiyil George Varughese		08842948		Non-Executive - Non Independent Director		Appointed as Non-Executive -Independent Director in the Board meeting held on 23.12.2024 and the appointment was regularized on approval from shareholders through Postal Ballot.
10.	Tomin Joseph Thachankary		10245283		Non-Executive - Non Independent Director		Appointed as Independent Director in the Board meeting held on 15-10-2024.
							Resigned due to personal reasons on 10-06-2025.
11	Joly Sebastian		10168844		Non-Executive - Independent Director		-

B) CHANGE IN DIRECTORSHIP DURING THE PERIOD WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

Changes in Directors are given below:

SL.NO	NAME	Nature of change and With effect from
1.	ADAYADIYIL GEORGE VARUGHESE	Appointed as Non-Executive -Indepedent Director in the Board meeting held on 23.12.2024 and the appointment was regularized on approval from shareholders through Postal Ballot.
2.	RAMANATHAN BALAKRISHNAN	Appointed as Non-Executive Non-Independent Director in the Board meeting held on 23.12.2024 and the appointment was regularized on approval from shareholders through Postal Ballot
3.	MURALI NA	Resignation of the director was accepted with effect from 10.10.2024.
4.	TOMIN JOSEPH THACHANKARY	Appointed as Independent Director in the Board meeting held on 15-10-2024 and resigned on 10-06-2025 due to personal reasons.

B. COMPOSITION OF THE BOARD OF DIRECTORS AFTER THE END OF THE FINANCIAL YEAR AND UP TO THE DATE OF THIS REPORT.

SL.NO	NAME	DIN	DESIGNATION
01	JOBYGEORGE	06429801	MANAGING DIRECTOR
02	ABIDH ABUBAKKAR	08569590	EXECUTIVE DIRECTOR
03	SANDEEP BABU	08242822	NON-EXECUTIVE DIRECTOR
04	THONNANGAMATH	09724286	INDEPENDENT DIRECTOR
05	DHANYAJOSE	09763977	INDEPENDENT DIRECTOR
06	JOLY SEBASTIAN	10168844	INDEPENDENT DIRECTOR
07	MANOJ KARUMATHIL	08760264	NON-EXECUTIVE DIRECTOR
08	RAMANATHAN BALAKRISHNAN	10881401	NON-EXECUTIVE - NON INDEPENDENT DIRECTOR
09	ADAYADIYIL GEORGE VARUGHESE	08842948	NON-EXECUTIVE - INDEPENDENT DIRECTOR

C. Directors retiring by rotation

In accordance with the provisions of Section 152 of Companies Act, 2013, Shri. SANDEEP BABU THON- NANGAMATH (DIN:08242822) will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

D. Re-appointment of Independent Directors

During the current financial year 2024-25, there were no re-appointment of Independent Directors.

E. Approval of the Members will be sought at the forthcoming Annual General Meeting to the following appointments.

There is no approval of the members sought with respect to the Composition of Board of Directors at the forthcoming Annual General Meeting of the Company.

13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year, 12 Meetings of Board of Directors were convened and held, the details of which are given in there part on Corporate Governance, which is forming a part of this Directors Report. The intervening gap between the said Meetings of Board of Directors was within the period prescribed under the Companies Act, 2013. The details of the Board and Committee Meetings and the attendance of Directors thereat, forms part of the Corporate Governance Report, which is annexed to this Directors Report.

14. Board evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

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

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India. In a separate meeting of Independent Directors, performance of Non Independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of Executive and Non-Executive Directors.

The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as 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. At the Board meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board.

15.BOARD COMMITTEES

Our Company has constituted four Board-level Committees, namely, the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee, and the Risk Management Committee of the Board for monitoring and follow-up of fraud cases, along with the Review Committee for Identification of Willful Defaulters. The composition, roles, and responsibilities of these Committees, along with the details of meetings held during the financial year and the attendance of members, are disclosed in the Corporate Governance section of the Annual Report. Furthermore, the functions, terms of reference, and responsibilities of these Committees are detailed in the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013, and based on the representations received from the management, your Directors confirm that;

(i) In the preparation of the Annual Accounts for the year ended 31st March, 2025, the applicable Accounting Standards have been followed and there are no material departures.

(ii) 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 your Company at the end of the financial year and of the profit & loss of the company for the financial year ended 31st March, 2025.

(iii) Taken proper and sufficient care to the best of knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

(iv) Prepared the Annual Accounts on a going concern basis.

(v) Had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) Devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17.KEY MANAGERIAL PERSONNEL

As on the date of this report, following are the Key Managerial Personnel(the “KMP") as per Section 203(1) read with Section 2(51)of the Act and Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

SL.NO	NAME	DESIGNATION
1.	JOBYGEORGE	MANAGING DIRECTOR
2.	RAJEEV M.R	CHIEF FINANCIAL OFFICER
3.	LEENA YEZHUVATH	COMPANY SECRETARY

CHANGES DURING THE PERIOD WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

SL.NO	NAME	Nature of change and with effect from
1.	JITHIN GEORGE	Resignation of Chief Financial Officer were accepted with effect from 15-07-2025.
2.	RAJEEV M.R	Appointment of Chief Financial Officer with effect from 16-07-2025

CODE OF CONDUCT FOR BOARD AND SENIOR MANAGEMENT

In compliance with Regulation 26(3) of the Listing Regulations and the Act, the Company has framed and adopted a Code of Conduct for Directors and Senior Management (“the Code"), which provides guidance on ethical conduct of business and compliance with laws and regulations. All members of the Board and Senior Management personnel have affirmed their compliance with the Code as of March 31, 2025. A declaration to this effect, signed by the Managing Director/Executive Director in terms of the Listing Regulations, is given in the Report of Corporate Governance forming part of this Annual Report. The Code is made available on the Companys website.

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

The Board has formulated the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (Fair Disclosure Code), for the fair disclosure of events and occurrences that could impact the price discovery in the market for the Companys securities. The Fair Disclosure Code also provides for maintaining uniformity, transparency and fairness in dealings with all stakeholders and ensuring adherence to applicable laws and regulations.

Prevention of Insider Trading

The Board of Directors of the Company has formulated and adopted a Code of Conduct to regulate, monitor and report the trading of shares by insiders. This code lays down the guidelines and procedures to be followed and disclosures to be made by the insiders while dealing with shares of the Company and cautioning them of the consequences of non-compliance.

18. PUBLIC DEPOSIT:

As you are aware, the Company is a Base Layer NBFC and hence, your Company being a Non-Deposit Taking NBFC, has not accepted any deposits from the public during the year under review.

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

Particulars under the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 on the Conservation of Energy and Technologies absorption is not applicable to your Company.

The Company is not having Foreign Exchange Earnings.

20. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED DURING FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT.

There have been no material changes and commitments affecting the financial position of your Company which have occurred during the financial year to which the Financial Statements relate and the date of the report except for the following:

1. During the year under review Shri. Adayadiyil George Varughese (Non-Executive & Independent) and Shri. R Balakrishnan ((Non-Executive & Non-Independent) were appointed in the Board meeting held on 23.12.2024 and the above appointments were regularized on approval from shareholders through Postal Ballot.

2. Shri. Murali NA Non-Executive Independent Director resigned from the Board w.e.f 10th Octo- ber.2024 due to personal reasons.

3. Shri Tomin Joseph Thachankary (Independent Director) was appointed as Independent Director in the Board meeting held on 15-10-2024 and resigned on 10-06-2025 due to personal reasons.

4. Shri.Jithin George (Chief Financial Officer) resigned from the Company and accepted with effect from 15-07-2025.

5. Shri. Rajeev M.R. (Chief Financial Officer) was appointed with effect from 16-07-2025.

21. DECLARATION BY DIRECTORS

The Company has received necessary declarations/ disclosures from each Independent Directors of the Company under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations that they fulfill the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, and have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The Independent Directors have also confirmed that they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs. All the Independent Directors have qualified in the online proficiency self-assessment test or are exempted from passing the test as required in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014. None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) and or re-enactment(s) thereof for the time being in force) or are debarred or disqualified by the Securities and Exchange Board of India (“SEBI"), Ministry of Corporate Affairs (“MCA") or any other such statutory authority. All the Directors of the Company have con that they satisfy the fit and proper criteria as prescribed under Chapter XI of Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023. All members of the Board and Senior Management have affirmed compliance with the Code of Conduct for Board and Senior Management for the financial year 2024-25. Further, based on these disclosures and confirmation, the Board is of the opinion that the Directors of the Company are distinguished persons with integrity and have necessary expertise and experience to continue to discharge their responsibilities as the Directors of the Company.

22.STATUTORY AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Sections 139 and 141 of the Companies Act 2013 and Rules made thereunder, the Shareholders of the company in the 38th Annual General Meeting had appointed M/s G Joseph & Associates, Chartered Accountants, Kochi (FRN:006310S) statutory auditors to hold office till the conclusion of the of 43rd Annual General Meeting.

Further, the Auditors Report “with an unmodified opinion", given by the Statutory Auditors on the Financial Statements of the Company for FY 2024-25 is disclosed in the Financial Statements forming part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditor in their Report for the year under review.

23.SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Act and Rules thereunder and Regulation 24A of the SEBI Listing Regulations.

M/s ‘DV& Associates (FRN: P2020KE083600) were appointed as the Secretarial Auditors of the Company, to conduct Secretarial Audit for the term of 5 (Five) consecutive years commencing from the financial year 2025-2026.

The Report of the Secretarial Auditor in Form MR-3 is annexed as ‘Annexure B. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor in its Report for the year under review.

Company at its meeting of Board of Directors held on 14th August,2025, appointed ‘DV& Associates (FRN: P2020KE083600),Practicing Company Secretaries, as a Secretarial Auditors of the Company for an audit period of five consecutive years commencing from April 01, 2025.

24. PERSONNEL & INDUSTRIAL RELATIONS

Industrial Relations were cordial and satisfactory. There were no employees whose particulars are to be given in terms of Section 134(3)(q) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

25. CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by SEBI. The report on Corporate Governance of the Company forms part of the Annual Report. The Quarterly Report on Corporate Governance has been submitted by the Company to the Stock Exchanges, in terms of Regulation 27(2) of the SEBI Listing Regulations. The said reports have been uploaded on the website of the Company.

26. COMPLIANCE WITH SECRETARIAL STANDARDS

During the Financial year, the Company has complied with the provisions of applicable Secretarial Standards viz. Secretarial Standard on meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2)

27. SUBSIDIARIES, JOINT VENTURES, ASSOCIATE COMPANIES

During the year under review, your Company has no subsidiary, joint venture or associate company. Also, the Company did not become a part of any Joint Venture during the year.

28. CSR POLICY

As per the provisions of Section 135 read with the Section 198 of the Companies Act 2013, the company do not have CSR obligation for the year 2024-25. Accordingly, there has been no meeting of CSR Committee held during the year.

29. RISK MANAGAMENT

Risk management forms an integral element of our business strategy. As a lending institution, we are exposed to various risks that are related to our lending business, especially in the Gold Loan space and operating environment. Our objective in risk management processes is to appreciate, measure and monitor the various risks we are subjected to and to follow the policies and procedures to address these risk elements strictly in accordance with the directions from the RBI. The Companys Risk Management Committee of the Board of Directors constituted in accordance with the Companies Act, applicable RBI regulations, and the SEBI Listing Regulations has overall responsibility for overseeing the implementation of the Risk Management Policy. The committee meets every quarter to review the overall risk position and the Risk Management practices.

The Risk Management department periodically places its report containing major developments in various components of risk areas during the reporting quarter and the prevailing risk management measures to the committee for review and directions. The committees directions for improving the Risk Management Practices are implemented in the Company, in letter and spirit. The primary responsibility for managing the various risks on a day-to-day basis vest with the heads of the respective business units of the Company.

The Company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor business risks. The Audit Committee and the Board periodically review the risks and suggest steps to be taken to manage/ mitigate the same through a properly defined framework. During the year, risk analysis and assessment was conducted and no major risks were noticed, which may threaten the existence of the company.

30. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

31. MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management discussion and analysis forms an integral part of this report.

32. DECLARATION FROM INDEPENDENT DIRECTORS

Your Company has received necessary declarations from all Independent Directors of the Company confirming that they meet the criteria of Independence as mentioned in Section 149 of the Act and SEBI Listing Regulations. Independent Directors have confirmed that they have registered their names in the Independent Directors Databank. In the opinion of the Board, the Independent Directors continue to fulfil the criteria prescribed for an independent director as stipulated in Regulation 16(1)(b) of the SEBI Listing Regulations and Section 149(6) of the Act and are independent of the management of the Company.

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

During the year, a meeting of Independent Directors was held on following dates 24-04-2024 and 30-09-2024 as required under the Companies Act, 2013 and in Compliance with requirement under Schedule IV of the Act and as per requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and discussed matters specified therein.

33. FAMILIARISATION PROGRAMME FOR DIRECTORS:

At the time of appointing a Director, a formal letter of appointment is given to him/her, which inter alia explains the role, function, duties and responsibilities expected of him as a Director of the Company.

The Director is also explained in detail the Compliance required from him under the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and other relevant regulations and affirmation taken with respect to the same. The Chairman and the Management has also one to one discussion with the Directors to familiarize with the companys operations.

34. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code prohibits the purchase or the sale of Companys shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for the implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

35. SECRETARIAL AUDIT

During the year under review, CS Vivek Kumar, Practicing Company Secretary (M.No. F9353; CP No. 11036), DV & Associates, who was appointed as the Secretarial Auditor of the Company has issued the Audit Report in respect of the secretarial audit of the Company for the Financial Year ended March 31, 2025.

The Audit Report is attached as Annexure I and forms an integral part of this Report.

36. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to Financial Statements forming part of this report.

37. ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the Annual Return (Form-MGT-07) of the Company prepared as per Section 92(3) of the Act for the financial year ended March 31, 2025, will be hosted on the website of the Company.

38. DISCLOSURE REGARDING MANAGERIAL REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. The company regards its employees as great asset.

For the particulars of employees as required to be disclosed in the Directors Report in accordance with the Provisions of Section 197 of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Directors state that:

1. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2024-25 and the percentage increase in remuneration of each Managing Director during the financial year 2024-25 are as under:

Sr. No Name of director/ KMP	Designation/ status	Remuneration of director/ KMP for financial year 2024-25	% increase/(decrease) in Remuneration in the financial Year 2024-25	Ratio of remuneration of each director/ to median Remuneration of employees
		Rs. In lakh	%	Times
Remune ration paid to	Director
1 Joby George	Managing Director	24,00,000	NIL	10.45

2. During the year under review, there is an increase of 4.491 % in the median remuneration of employees.

3. There were 674 permanent employees on the rolls of Company as on March 31, 2025;

4. It is hereby affirmed that the remuneration paid is as per the Nomination & Remuneration Policy of the Company.

Human Resources

As at March 31, 2025, the company had 278 employees on its rolls at various levels of organizational structure compared to 674 in March 31, 2025. your Company has been recognized as a “Great Place To Work," reaffirming its commitment to fostering an outstanding work environment for its employees. This achievement builds upon previous successes from 2021-22, 2022-23, and 2023-24.

39.INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has robust internal control policies and procedures in place, commensurate with the size, scale, and complexity of its operations. To ensure effective internal controls across business process and systems, it has established a vigorous framework that is designed to provide reliable and quality assurance related to its business and operational performance. The adequacy and efficacy of these controls are evaluated on a regular basis and ensure compliance with applicable laws and safeguard the Company assets.

The Companys Audit Committee is entrusted to review the Internal Control Systems and the appointment of Internal Auditors for each of the business verticals of the Group. M/s. Vasan & Wales is acting as the Internal Auditor of the company.

The Internal Auditor evaluates the adequacy of the internal control system in the Company on the basis of Statement of Operations Procedure, instruction manuals, accounting policy and procedures.

Your Company has established a robust, comprehensive, and well-documented internal audit and internal control system designed to ensure meticulous compliance across all operational levels. Over the years, the internal audit function has evolved into a vital pillar of governance,aligned with the scale, complexity, and geographic reach of the Companys business operations. The internal control framework is structured to safeguard and protect the Companys assets, prevent revenue leakages, and ensure the integrity of income streams. It also facilitates accurate and reliable financial reporting, thereby enhancing stakeholder confidence. The Internal Audit function operates as an independent and objective assurance and consulting activity, with adequate authority and organizational standing. It works in close coordination with the Risk Management and Compliance Departments to:

• Assess the effectiveness and adequacy of internal controls.

• Monitor adherence to established policies and procedures.

• Ensure statutory and regulatory compliance; and

• Evaluate overall governance, risk, and control environment.

The Companys internal audit practices are founded on transparency, independence, and accountability, forming a crucial part of its corporate governance.

40. RELATED PARTY TRANSACTIONS:

Contracts/arrangements/transactions entered by the Company during the FY 2024-2025 with related parties under Section 188 of the Act were in ordinary course of business and on arms length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the provisions of Regulation 23 of SEBI LODR and the Companys policy on related party transactions. Therefore, particulars of contracts/arrangements with related parties under Section 188 in Form AOC-2 is enclosed as Annexure II with this report.

41. PERFORMANCE EVALUATION OF BOARD, COMMITTEES & INDIVIDUAL DIRECTORS

A formal evaluation of the performance of the Board, its Committees, the Chairman and the individual Directors was carried out for the year 2024-25 by the Nomination & Remuneration Committee.

As part of the evaluation process, the performance of Non-independent Directors, the Chairman and the Board was done by the Independent Directors. The performance evaluation of the respective Committees and that of independent and Non-Independent Directors was done by the Board excluding the Director being evaluated. The Directors expressed satisfaction with the evaluation process.

42. NOMINATION AND REMUNERATION POLICY:

Pursuant to the provisions of Section 178(3) of the Act and Regulation 19 of the SEBI Listing Regulations, the Board has formulated Nomination and Remuneration Policy of the Company which inter alia, includes the criteria for determining qualifications, positive attributes and independence of Directors, identification of persons who are qualified to become Directors, Key Managerial Personnel and Senior Management. The Nomination and Remuneration Policy also covers the Remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees of the Company. The Nomination and Remuneration Policy is available on the website of the Company.

43. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has in place a whistleblower policy, to support the Code of conduct of the Company. This policy documents the Companys commitment to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual or suspected fraud or any violation of Companys Code of conduct at a significantly senior level without fear of intimidation or retaliation.

44. DETAILS OF FRAUDS REPORTED BY AUDITORS

Pursuant to sub-section 12 of Section 143 of the Act, the Statutory Auditors and the Secretarial Auditors of the Company have not reported any instances of material frauds committed in the Company by its officers or employees.

45. POLICY FOR PREVENTION OF SEXUAL HARASSMENT (POSH) OF WOMEN AT WORKPLACE:

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under, the Company formulated an internal Policy on Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) during the year under review. An internal Complaint Committee has been set up to redress complaints received regarding sexual harassment. All woman employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review there were no complaints received by the Company related to sexual harassment.

46. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVEN- TION,PROHIBITION AND REDRESSAL) ACT, 2013

Your Company remains committed to ensuring a safe and respectful workplace environment, and continues to take necessary steps to strengthen awareness, training, and redressal mechanisms under the POSH framework. The Company has an Internal Committee, in line with the requirements of the POSH Act and the Rules made thereunder for reporting and conducting inquiry into the complaints made by the victim of the sexual harassments at the workplace. The functioning of the said Committee is in line with the provisions of the POSH Act.

47. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

Your Company demonstrates its commitment to the well-being of its women employees by complying with the provisions of the Maternity Benefit Act, 1961, and offering additional benefits as part of its employee welfare initiatives. This adherence reflects the companys core values, including sensitivity and integrity towards its workforce. The Company confirms adherence to applicable provisions of the Maternity Benefit Act, 1961, which include protection from dismissal or discharge during absence due to pregnancy or maternity. The Company recognize employees as key stakeholders, as outlined in its “Grievance Redressal Policy for Stakeholders.” The policy ensures that any employee-related grievances, including those concerning maternity benefits, are handled through an established redressal mechanism and emphasizes a fair, consistent, and rule-abiding process for grievance resolution, with an escalation matrix available to ensure timely and effective handling of all complaints.

48. APPLICABILITY OF COST AUDIT REQUIREMENTS

Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company.

49. KNOW YOUR CLIENT POLICY:

Reserve Bank of India (RBI) has issued guidelines on ‘Know Your Customer (KYC) Guidelines - Anti Money Laundering Standards for Non-Banking Finance Companies (NBFCs) thereby setting standards for prevention of money laundering activities and corporate practices while dealing with their customers vide Circular Nos.: DNBR (PD) CC No. 051/3.10119/2015-16, dated July 1, 2015. Similarly, KYC guidelines have been issued by NSDL and CDSL on customer identification and proof of address at the time of opening the account and for subsequent changes/modification etc. The Company has adopted all the best practices prescribed by RBI from time to time and shall make appropriate modifications if any necessary to this code to conform to the standards so prescribed.

50. INTERNAL FINANCIAL REPORT:

The Board has adopted policies and procedures for efficient conduct of business. The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and strives to maintain the Standard in Internal Financial Control.

51. COMPLIANCE WITH NBFC REGULATIONS

Your Company has complied with all the regulatory provisions of the Reserve Bank of India applicable to Non-Banking Financial Company - Scale based regulations

Your Companys Capital Adequacy Ratio as of March 31,2025, stood at 32.31%, of the aggregate risk-weighted assets on the balance sheet and risk-adjusted value of the off-balance sheet items, which is well above the regulatory minimum of 15%.

52. LISTING WITH STOCK EXCHANGES

Your Company confirms that it has paid the Annual Listing Fees for the financial year 2024-25 to BSE where the Companys shares are listed.

53. DETAILS OF DEBENTURE TRUSTEE DURING THE FINANCIAL YEAR, THE FOLLOWING DEBENTURE TRUSTEES ARE ASSOCIATED WITH THE COMPANY:

Catalyst Trusteeship Limited

Windsor, 6th Floor, Office No. 604, C.S.T. Road, Kalina, Santacruz (East), Mumbai - 400098

54. MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS:

No significant and material orders have been passed by any regulators or courts or tribunals against the Company impacting the going concern status and Companys operations in future.

55.MAINTENANCE OF COST RECORDS

The Company is an NBFC, and hence the requirement under sub-section (1) of section 148 of the Companies Act, 2013 w.r.t Maintenance of cost records is not applicable.

ACKNOWLEDGEMENT:

Our Directors express their sincere appreciation of the co-operation received from shareholders, bankers and other business constituents during the year under review. Our Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff resulting in the performance of the Company during the year.

	For and on behalf of the Board of Directors
JOBYGEORGE	SANDEEP BABU THONNANGAMATH
Managing Director	Director (DIN: 08242822)
(DIN:06429801)
Place: Kochi
Date: 14.08.2025