Upsurge Investment & Finance Ltd Directors Report

To

The Members,

The Directors are pleased to present their thirty-first Annual Report, on the business and operations of Upsurge Investment and Finance Limited (‘The Company) together with audited financial statements for the financial year ended March 31, 2025.

The financial statements are prepared in accordance with Indian Accounting Standards (‘Ind AS).

The summary of the Companys financial performance for F.Y 2025 as compared to F.Y 2024 is summarized below (In Rs. Lacs)

PERFORMANCE REVIEW

In the year 2025 the revenue of the Company increased by 95.91% to INR 11,367.30 Lacs in comparison with revenue of INR 5,802.21 Lacs in the previous year. The net profit after tax was INR 1,595.35 Lacs as compared to net profit after tax INR 1,126.50 Lacs of previous year.

Increase in growth of revenue is largely due to robust performance in the equity market.

CAPITAL STRUCTURE

As on 31st March, 2025, the Authorized share capital of the Company was INR 23.75 Crores and paid up share capital was INR 20.71 Crores comprising 2.71 Crores Equity shares of INR 10 each.

During the year under review, the Authorized Share capital of the Company was increased from the existing Rs. 15,25,00,000/- (Rupees Fifteen Crores Twenty-Five Lacs Only) divided into 1,52,50,000 (One Crore Fifty-

BOARDS REPORT

Two Lacs Fifty Thousand Only) Equity Shares of Rs.10/- each to Rs. 23,75,00,000/- (Rupees Twenty-Three Crores Seventy-Five Lacs Only) divided into 2,37,50,000 (Two Crores Thirty Seven Lacs Fifty Thousand Only) Equity Shares of Rs.10/- each.

The Paid-Up Equity Share Capital as at March 31, 2025 stood at Rs.20,07,14,000/- (Rupees Twenty Crores Seven Lakhs Fourteen Thousand Only) divided into 2,00,71,400 (Two Crore Seventy One Thousand Four Hundred Only) Equity Shares of Rs.10/- each fully paid up.

Pursuant to the approval of the Board of Directors in its meeting held on 16th July, 2024 along with the approval of the Shareholders at the Extra Ordinary General Meeting held on 14th August, 2024 and pursuant to the In-Principle Approval granted by the BSE vide its respective letter dated 14th August, 2024 and on receipt of an aggregate amount of Rs. 35,90,87,000/- from the allottees in lieu of issue of 49,19,000 Equity Shares and Rs. 6,02,25,000/- from the allottees in lieu of issue of 33,00,000 Convertible Warrants being 25% of the Issue Price i.e., Rs. 73/- each, the Board of Directors along with the approval of the Audit Committee has approved the Preferential Allotment of 49,19,000 (Forty-Nine lakhs Nineteen Thousand Only) Equity Shares of Rs. 10/- each @ Rs.73 (Rupees Seventy-Three Only) per Share (Including Rs. 63/- Premium) and 33,00,000 (Thirty- Three Lakhs Only ) Compulsorily Convertible Warrants @ Rs. 73 (Rupees Seventy-Three Only) each to Promoter/ Non Promoter Person/entities. The Allotment of the Shares was made on 24th August, 2024. The Equity Shares issued by the Company are Fully Paid Equity Shares whereas the Compulsorily Convertible Warrants are partly paid and would be converted into Equity Shares within 18 months on the receipts of the remaining amount.

As on March 31, 2025, two of the Directors of the Company and HUF of the Director held instruments convertible into Equity Shares of the Company.

The Company had not issued any equity shares either with or without differential rights during the F.Y. 202425 and hence, the disclosure requirements under Section 43 and Rule 4 (4) of the Companies (Share Capital and Debentures) Rules, 2014, are not applicable.

The companys equity shares are listed with the BSE Ltd.

OTHER EQUITY (RESERVE AND SURPLUS AND OTHER COMPREHENSIVE INCOME)

The total other equity increased to INR 8,475.37 lacs as compared to INR 3,254,56 Lacs as of FY 2024, increase of INR 5,220.81 lacs.

The company proposes to transfer Rs. 319.07 lacs to the statutory reserves out of the amount available for appropriation.

DIVIDEND

During the Financial year ended 31^st March, 2025, Board of Directors declared Interim Dividend @ 5% i.e Rs.

0.50/- per equity share of Rs. 10/- each in their meeting held on 8th August, 2024 for the F.Y 2024-25. Dividend was paid on 05^th September, 2024.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY

Pursuant to Section 186 (11) of the Companies Act, 2013 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 a Non- Banking Financial Company (NBFC) registered with Reserve Bank of India are exempt from the applicability of provisions of Section 186 of the Act.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANY

The Company does not have any subsidiary or associate company and has not entered into joint venture with any other company during the financial year ended 31^st March 2025. Accordingly, a statement under the provisions of Section 129(3) of the Companies Act, 2013, containing salient features of the financial statements of the Companys subsidiary (ies) in Form AOC-1 is not enclosed.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

HUMAN RESOURCE MANAGEMENT & INDUSTRIAL RELATION

Human Resource plays vital role in the Company. If finance is the blood of any organization then Human Resource is not less than pulse which keeps running production by their hard work day and night. Company focuses on creating best health and safety standards and also has performance management process to motivate people to give their best output and encourages innovation and meritocracy.

Personnel relation with all employees remained cordial and harmonious at all levels throughout the year. Directors wish to place on record their sincere appreciations for the continued, sincere and devoted services rendered by all the employees of the Company.

PARTICULARS OF EMPLOYEES

The information required pursuant to the provisions of Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company has been appended as Annexure I to this Report. In terms of first proviso to Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars as required pursuant to provisions of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said information is available for inspection by the Members. The Board of Directors affirms that the remuneration paid to the employees of the Company is as per the Policy on Directors appointment and remuneration for Directors, KMPs and other employees and is in accordance with the requirements of the Act and SEBI Listing Regulations and none of the employees listed in the said Annexure are related to any Directors of the Company.

CORPORATE GOVERNANCE

As stipulated under the provision of Regulation 34 (3) read with Schedule V (c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate report on Corporate Governance forms integral part of this Board Report. The requisite compliance certificate as required under Part E of Schedule V of the Listing Regulation is issued by Jain & Trivedi, Chartered Accountants pertaining to the compliance of the conditions of Corporate Governance is Annexed thereto.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has approved Risk Management policy and guidelines, wherein all material risks faced by the company are identified and assessed. Moreover in the said Risk Management Policy the Board has defined a structured approach to manage uncertainty, cultivating the same in their decision making pertaining to all business divisions and corporate functions. For each of the risks identified, corresponding controls are assessed and policies and procedures are put in place for monitoring, mitigating and reporting on periodic basis.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has policies and procedure for governance of orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding its assets, prevention and detection of fraud and error, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The Companys internal control system commensurate with the nature of its business, the size and complexity of its operation.

The Company has effective internal control systems as per the requirements and has laid down operating guidelines and processes which ensure smooth functioning of activities. The processes and policies are constantly assessed and reviewed.

The details in respect of internal control systems and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this report.

INSIDER TRADING

The Board has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider trading Policy of the Company covering code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information and Code of Conduct for the prevention of Insider Trading has been posted on the website of the Company.

Link - https ://upsurgeinvestment. com/investors/

All the Board members & KMPs have affirmed compliance with the said code of conduct for the year ended 31st March, 2025

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Companys Board approved Related Party Transactions Policy has been hosted on the website of the Company at www.upsurgeinvestment.com.

There was no related party transaction (RPTs) entered into by the Company during the financial year except payment of remuneration to KMP and Payment of Rent, which attracted the provisions of Section 188 of the Companies Act, 2013. Accordingly disclosures of related party transactions in Form AOC-2 have not been furnished. There were no ‘material related party transactions undertaken by the Company during the year that require shareholders approval under regulation 23(4) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.

Suitable disclosures as required under Ind AS-24 have been made in the Notes to the financial statements.

All Related Party Transactions were placed before the Audit Committee and Board for their approval.

DEPOSITS

The Company has neither accepted nor renewed any deposits from public or members during the year under review under Section 73 of the Companies Act, 2013 read with Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

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

• Conservation of Energy & Technology Absorption

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given as under:

A. Conservation of Energy:

i. The steps taken or impact on conservation of energy: - The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption.

ii. The steps taken by the company for utilizing alternate sources of energy: - The Company has used alternate source of energy, whenever and to the extent possible

iii. The capital investment on energy conservation equipments: - Nil

B. Technology Absorption:

iv. The efforts made towards technology absorption: Not Applicable.

v. The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable.

vi. In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): - The Company has neither purchased within India nor imported any technology.

vii. The expenditure incurred on Research and Development: - The Company has not incurred any expenditure on Research and Development during the year under review.

C. Foreign Exchange Earnings and Outgo

During the year under review there were no Foreign Exchange Earnings and outgo.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review forms part of the Annual Report

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds and shares which were required to be transferred to Investor Education and Protection Fund (IEPF).

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, the Board of Directors confirm that, to the best of its

knowledge and belief:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. 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 as at March 31, 2025 and of the profit of the Company for that period.

3. 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.

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

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

6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD, COMMITTEES OF THE BOARD & KEY MANAGERIAL PERSONNEL

During the year Mr. Satish Gupta (DIN:00227963) and Mr. Vivek Jain (DIN:00254694) were appointed as Independent Director of the Company w.e.f. August 27, 2024. Both the appointments were approved by the shareholders at the Annual General Meeting held on September 20, 2024.

Mr. Hansraj Goyal (DIN 0398273) and Mr. Dinesh Vijayvargia (DIN: 01131902) ceased to be Independent Director of the Company w.e.f. September 30, 2024, as they had served as Independent Non-Executive Directors of the Company for 2 (two) consecutive Terms.

In accordance with the provisions of Companies Act, 2013, Mrs. Pratibha Goyal having DIN Director of the Company, retire by rotation at this Annual General Meeting and, being eligible; offer herself for reappointment at the Annual General Meeting. The information of Directors seeking appointment / reappointment at the Annual General Meeting to be given to the shareholder is being provided separately in the Notice of the Annual General Meeting attached to the Annual Report. Members are requested to refer to the Notice convening the Annual General Meeting.

NUMBER OF BOARD MEETINGS

Thirteen Meetings of the Board were held during the year. For details of the meetings of the Board, you may refer to the Corporate Governance Report, which forms part of this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

In terms of section 149 of the Act and the SEBI Listing Regulations, Mr. Satish Gupta (DIN: 00227963) and Mr. Vivek Jain (DIN: 00254694) are the Independent Directors of the Company. All Independent Directors have submitted the declaration of independence, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his / her ability to discharge his / her duties with an objective independent judgment and without any external influence.

The terms and conditions of appointment of Independent Directors are also available on the website of the Company at www.upsurgeinvestment.com

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise and hold highest standards of integrity.

EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations. The Board evaluated its performance after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board process, information and functioning, etc. The performance of the Committee 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 in compliance as provided in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India. The manner in which the evaluation has been carried out has been explained also in the Corporate Governance Report attached as Annexure to this report.

Also, the Independent Directors, at their meeting reviewed the performance of the Board, its Chairman and Non-Executive Directors of the Company.

FAMILIARIZATION PROGRAMME

The Company has familiarized the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, etc. The details relating to the familiarization programme are available on the website of the Company at www.upsurgeinvestment.com.

COMMITTEES OF THE BOARD

The Board of Directors have following committees as on March 31, 2025:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholder Relationship Committee

• Corporate Social Responsibility Committee

The details of the composition of the committees and attendance of the meetings of Committees of the Board are provided in the Corporate Governance Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year, the Company has complied with the Secretarial Standards; on the Meeting of the Board of Directors (SS-1), on General Meetings (SS-2) and on Dividend (SS-3), for the time being in force and as amended from time to time.

POLICY ON NOMINATION AND REMUNERATION OF DIRECTORS, KMP AND OTHER EMPLOYEES

In terms of section 178(3) of the Companies Act, 2013 and Regulation 19(4) read with part D of the Schedule II of the Listing regulations, the Nomination and Remuneration Committee of the Company has laid down a policy on selection and appointment of the directors and the senior management of the Company and their remuneration including criteria for determining qualification, positive attributes independence of directors and other matters. The policy is available on the Companys website at https://upsurgeinvestment. com/investors/

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The appointment and Remuneration Policies stated in the Corporate Governance Report of the Company that forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE, POLICY AND EXPENDITURE

During the year under review the provisions of section 135 pertaining to Corporate Social Responsibility (CSR) has become applicable on the Company on the basis of the net profit of immediately preceding Financial Y ear (2023-24).

The Profit/Loss data for the immediately preceding three years as required for calculating expenses under Section 135 of the Companies Act, 2013 were placed before the Committee

CSR Committee and Board members after considering last three years performance of the Company and the Average Aggregate Profit of Rs. 8,26,54,456/- approved to incur 2% of the average aggregate profit of last three financial years on CSR activities i.e., Rs. 16,53,089/-

Pursuant to the provisions of Section 135 (5) of the Companies Act, 2013 and rules made thereunder as may be amended from time to time, Company have spent the aforesaid CSR amount within the stipulated period. Annual Report on CSR Activities has been annexed herewith as Annexure-II.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) and (10) of the Companies Act, 2013, a Whistle Blower Policy / Vigil Mechanism for directors and employees to report genuine concerns has been established by the Company in order to maintain highest standards of ethical, moral and legal conduct, adopted Vigil Mechanism/Whistle Blower policy to provide an avenue to its employees to raise concerns of any violations of legal or regulatory requirements, incorrect or misrepresentations of any financial statements and reports, etc. The Audit committee of the company oversees the said mechanism from time to time. None of the Company personnel has been denied access to the Audit Committee. The Whistle Blower Policy of the Company is also available on the website of the Company www.upsurgeinevstment.com.

AUDITORS

STATUTORY AUDITORS

In line with the requirements of the Companies Act, 2013, M/s Jain & Trivedi, Chartered Accountants, (FRN:113496W) was appointed as the statutory auditors of the Company, to hold office for a period of five consecutive years from the conclusion of the 28^th AGM held in 2022-23 till the conclusion of the 33^rd AGM to be held in 2027-28.

During the year, the statutory auditors have confirmed that they satisfy the independence criteria required under the Companies Act, 2013, the Code of Ethics issued by the Institute of Chartered Accountants of India.

There are no qualifications, reservation or adverse remark or disclaimer in the Independent Auditors Report provided by M/s. Jain & Trivedi, Chartered Accountants, for the F.Y. 2024-25. The notes to accounts forming part of financial statements are self-explanatory and need no further clarification.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the rules made thereunder, the Board of Director appointed M/s. Mukesh Purohit & Co., Company Secretary in practice (COP. 25204), to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2025.

Further, in terms of the provisions of Regulation 24A of the SEBI Listing Regulations and Circular No. CIR/ CFD/CMD1/27/2019 dated February 8, 2019 issued by SEBI, M/s. Mukesh Purohit & Company has issued the Annual Secretarial Compliance Report, confirming compliance by the Company of the applicable SEBI regulations and circulars / guidelines issued thereunder.

The Secretarial Audit Report for the Financial Year ended 31st March 2025 forms the integral part of the Board Report as Annexure-III. There is no adverse remark, qualification, reservation or disclaimer in the Secretarial Audit Report except the query raised by Exchange regarding the PAN mismatch for one Director in Corporate Governance report for the quarter ending March 2024 on the Companys BSE portal and rectified the error by submitting a revised report. The Exchange has reviewed and closed the query.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.

INTERNAL AUDITOR

Internal Audit for the year ended March 31, 2025, was done by Neelam Goyal, Chartered Accountant and Internal Audit Report for every quarter was placed before the Audit Committee.

REPORTING FRAUD

During the year under review, the Statutory and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

COST RECORDS

The Company is not required to maintain cost records as specified under Sub-section (1) of Section 148 of the Companies Act, 2013.

SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANYS OPERATIONS

No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future.

ANNUAL RETURN AS PRESCRIBED UNDER THE ACT

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company for Financial Year 2024-25 is available on the Companys website at https://upsurgeinvestment.com/investors/

DISCLOSURE UNDER THE HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place an Anti-Harassment policy in line with the requirements of the sexual harassment of women at the workplace (Prevention, Prohibition &Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, company has not received any Sexual Harassment Complaints. Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each and every employee of the company.

GREEN INITIATIVE

The Company started a sustainability initiative with the aim of going green and minimizing the impact on the environment. Like the previous years, this year too, the Company is publishing only the statutory disclosures in the print version of the Annual Report. Additional information is available on our website, www.upsurgeinvestment.com. Notice calling the Annual General Meeting, Corporate Governance report, Directors Report, Audited Financial Statements, Auditors Report, etc., are being sent only through electronic mode to those members whose email addresses are registered with the Company / depositories. The Company shall send letter under regulation 36 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 to those shareholders who have not registered their email Ids either with Company or Depository or RTA giving link of website of the Company where annual report is uploaded. Members may note that notice and Annual Report FY 2025 will also be available on Companys website www.upsurgeinvestment.com, and on the website of CDSL www.evoting.cdsl.com.

The Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to the Section 108 of the Companies Act 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015.

The facility of electronic voting system shall be made available during the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their rights to vote during the AGM through electronic voting system.

CHANGES IN NATURE OF BUSINESS, IF ANY

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

RBI REGULATIONS

The Company has complied with the applicable regulations of RBI as on March 31, 2025.

OTHER DISCLOSURES

During the year under review, the Company has not obtained any registration / license / authorization, by whatever name called from any other financial sector regulators.

ACKNOWLEDGEMENT

The Directors express their sincere gratitude to the RBI, SEBI, BSE Limited, National Stock Exchange of India Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, other government and regulatory authorities, lenders, financial institutions and the Companys bankers for the ongoing support extended by them. The Directors also place on record their sincere appreciation for the continued support extended by the Companys stakeholders and trust reposed by them in the Company. The Directors sincerely appreciate the commitment displayed by the employees of the Company and its subsidiaries across all levels, for exhibiting outstanding performance during such challenging times.

For and on behalf of the Board of Directors of

Upsurge Investment and Finance Limited