Usha Financial Services Ltd Directors Report

To

The Members,

USHA FINANCIAL SERVICES LIMITED

Your Directors are pleased to present the 29th A Statements for the Financial Year ended on 31st

PREAMBLE

Your company was incorporated as a Private Limited Company under the Companies Act, 1956 in the name and style of “Usha Financial Services Private Limited” bearing Certificate of Incorporation Number (CIN) U74899DL1995PTC068604 issued by the Registrar of Companies, Delhi dated May 16, 1995. Further, the Company was converted into a Public Limited Company in pursuance of a special resolution passed by the members of our Company at the ExtraOrdinary General Meeting held on June 03, 2022, and the name of the Company changed from “Usha Financial Services Private Limited” to “Usha Financial Services Limited” & Registrar of Companies, Delhi issued a new certificate of incorporation consequent upon conversion dated October 12, 2022 with updated CIN i.e. U74899DL1995PLC068604.

Further, your company got listed on the Emerge platform of the National Stock Exchange of India Limited (NSE) vide listing approval letter dated 31st October, 2024. Consequently, the CIN of the company further amended to L74899DL1995PLC068604.

The Annual Report for 2024-25 covers information on Usha Financial Services Limiteds business segments, along with our associated activities that enable short, medium and long-term value creation.

To be the market leader and able to empower our customers and businesses to achieve their financial goals through innovative, accessible and customer centric solutions. We also embark upon providing services to unserved sections through financial alliances.

MISSION

To provide innovative, reliable, and accessible financial solutions that empowers individuals and Businesses to achieve their financial aspirations, while maintaining the highest standards of integrity, customer service, and social responsibility.

MOTO

“WE SUPPORT YOUR GOALS"

Since Inception of this Company, weve been driven by one single, purposeful GOALINVESTING IN THE SMALLEST DREAMS.

SRTING PERIOD

Period under report comprises of the starting from 1st April 2024 to 31st , 2025 (inclusive of both the dates)

FINANCIAL RESULTS

The Financial performance of your Company for the Financial Year ended on 31st March, 2025 and the corresponding figures for the last year is summarized below:

Particulars	Year Ended 31.03.2025	Year ended 31.03.2024
Revenue From Operations	5,963.44	6,322.20
Other Income	98.90	73.85
Less: Total Expenditure	4245.34	4691.65
Profit Before Tax	1817.00	1704.40
Less: Provision for Taxation (including Current Tax, Deferred Tax & Income Tax of earlier years)	436.89	425.49
Profit After Tax	1380.11	1278.91
Provision for transfer to Statutory Reserve Fund (RBI	276.02	255.78
Norms)
Balance carried to Balance Sheet	1104.09	1023.13

TRANSFER TO RESERVES

The balance of profit & loss account is Rs. 4,881.78 lakhs as at 31 st March, 2025 which was increased by Rs. 1104.09 lakhs as compared to the previous financial year.

The balance of Securities Premium Account is Rs. 12,810.12 lakhs as on 31st March 2025 which was increased by Rs. 8017.1 lakhs as compared to the previous financial year.

The aggregate amount of Rs. 18,941.33 lakhs were carried forward to the Balance Sheet.

STATUTORY reserve fund

During the year, the Company has transferred Rs. 276.02 lakhs being 20% of Net Profits to the Statutory Reserve in accordance with the provisions of Section 45-IC of Reserve Bank of India Act, 1934.

PROVISION FOR STANDARD ASSETS

The Company has transferred Rs 22.47 lakhs to the provision for standard assets during the year. With this transfer, closing balance of provision for standard assets stands at Rs 96.46 lakhs, which is in line with regulatory requirement of 0.25% of standard assets.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the business of the Company during the financial year ended March 31,2025.

STATE OF AFFAIRS AND PERFORMANCE REVIEW OF THE COMPANY

The Company is carrying out the business as non-deposit taking Non-Banking Finance Company for which the Certificate of Registration (RBI B-14.02818 dated 04.01.2003) has been obtained from Reserve Bank of India, New Delhi.

> Gross revenue from operations of the Company is Rs. 5,963.44 Lakhs in FY 2024-25.

> Total Loans and Advances stood at Rs. 41,070.17 Lakhs as on March 31, 2025, reflecting growth of 33.80% as compared to the previous financial year.

> Net Worth stood at Rs. 21,115.09 as on March 31, 2025 showing increase of 99.15% as compared to the previous financial year.

> Capital Adequacy Ratio (CRAR) increased by 50.72%.

- Total Loans disbursed in FY 2024-25 was Rs.47,352.02 lakhs as compared to Rs 31,255.43 lakhs in FY 2023-24 i.e. increase by 51.50%.

- Companys Leverage Ratio stands at 0.87 times (against 7 times prescribed by RBI).

- The Companys operations are spread across 20 states.

- The company has over 13,000 borrowers out of which 80% are women borrowers

MAJOR EVENTS DURING THE YEAR

> The Company has issued and allotted 52,92,541 Equity shares as Bonus shares. The Board of Directors of the Company approved the issue in the Board meeting dated 01st June, 2024 and the same had been approved by the members of the Company in the Extra-ordinary General Meeting held on 03rd June, 2024. The allotment has been further approved by the Board of Directors in their meeting held on 12th June, 2024.

> Adoption of a new set of Article of Association of the Company had been approved in the Board meeting of the Company held on 02nd July, 2024 and was also approved by the members of the company in Extra Ordinary General Meeting held on 04th July, 2024.

> The Independent Directors were appointed w.e.f. 10th June, 2024. Thereafter, approval for constitution of the following committees was obtained by the board of directors in the Board meeting dated 02nd July, 2024:

o Stakeholder Relationship Committee o Initial Public Offering Committee

> Further, the re-constitution of the following committees was also approved by the Board of Directors of the Company

in the meeting held on 02nd July, 2024: o Audit Committee

o Nomination and Remuneration Committee

o Risk Management Committee

The Board of Directors also approved the new logo of the company with tag line “We Support Your Goals” in the Board meeting of the Company held on 02nd July, 2024. Details of the change in logo are as follows:

> The Board of Directors of the Company approved the authority to Mr. Rajesh Gupta, Managing Director and/or Mrs. Geeta Goswami, Chief Executive Officer and Director for establishment of Branch Offices of the Company at such location or at such place, wherever deemed necessary for carrying out its business activities vide resolution passed by circulation dated 07th January, 2025.

During the year under review, the company has established a branch at Bhimpur, Dibai-Doraha, Bulandshahr- 203393.

> The company has established its

Corporate Office at 3rd Floor, Plot No. 40,

Near Wave Cinema, Kaushambi,

Ghaziabad, Uttar Pradesh- 201012 and the same was approved by the board of directors vide circular resolution dated 12.02.2025.

> The Registered office of the Company shifted from 330, Mezanine Floor Functional Industrial Estate, East Delhi, Patparganj, Delhi, India, 110092 to Plot No. 73, First Floor, Patparganj, Industrial Area, Delhi- 110092 with effect from 07th March, 2025 with in local limit of Delhi and the same was approved by the Board Members vide Circular resolution dated 17th March, 2025 passed to notify the said change to the Registrar of Companies. The change was notified to ROC within prescribed timeline from the effective date as required.

> The Company has constituted the IPO Committee for the guidance and assistance of the Committee members in the process of public offering of the Company. As the designated objectives were achieved, the Board of directors approved the dissolution in the Board Meeting held on 25th March, 2025.

> The Board of Directors of the Company at their Board meeting held on 26th March, 2025, approved the introduction of two new secured products i.e. Loan against Property (LAP) and Project Inventory Funding for further addition in the business activity of the Company.

> However, some changes made in the Board of directors or key managerial personnel (KMPs) of the company are provided under the respective heading.

INITIAL PUBLIC OFFERING (IPO) AND THE LISTING OF COMPANY

> The Companys journey to become a publicly listed entity began with the Board approval for the Initial Public Offering of the Company in the Board meeting held on 02nd July,2024 for fresh issue of equity shares at a price band of

Rs. 160-168/- per share and the same is approved by the members of Company in the Extra Ordinary General Meeting of the Company held on 04th July, 2024.

> This offer comprised a fresh issue of 58,60,000 Equity Shares, out of which 3,20,800 equity shares were reserved for subscription by Market Makers to the issue (“Market Maker Reservation Portion”). The remaining 55,39,200 equity shares constituted the Net Issue were offered to the public.

> The Draft Red Herring Prospectus (DRHP) was approved by the Board of Directors in their Meeting held on 11th July, 2024 and thereafter filed before the Stock Exchange on Emerge platform of National Stock Exchange of India (NSE) for its comments and/ or changes required. Some queries and/ or requirements were received from the Stock Exchange and the Company diligently responded to all queries and/ or requirements to the Exchange along with all the necessary supporting documents. Upon being found the DRHP in order, the Exchange provided the Inprinciple approval for the proposed public issue of equity shares of the company vide letter dated October 04, 2024 subject to the filing of final prospectus to the Exchange.

> Further, the Red Herring Prospectus (RHP) is approved by the members of Board of Directors in their Meeting held on 14th October, 2024 and same is filed before the stock exchange for its approval. No further query or clarification received from the exchange on the filed RHP.

> The issue was opened on 23rd October, 2024 for the Anchor Investors only.

It remained open for another three days i.e. from 24th October, 2024 to 28th October, 2024 (excluding Sunday) for general public. Thereafter the allotment was made to the respective applicants after obtaining approval from the Board of Directors in their meeting held on 29th October, 2024.

> After completion of all the requirements, the company has obtained the listing approval from the Exchange vide approval letter dated 30th October, 2024 for listing of equity shares of the company on the EMERGE SME platform of the Exchange.

> The Listing ceremony happened on 31st October, 2024 at 10:00 A.M marking the Companys successful transition to a publicly traded entity.

UTILIZATION OF PROCEEDS OF IPO

During the year under review the Company came up with an Initial Public Issue of 58,60,000 equity and raised Rs 9844.80 Lakhs. Till the closure of the financial year, the proceeds of said issue have been utilized by the Company as under:

Sr. No.	Object as disclosed in the Offer Document	Amount disclosed in the Offer Document (In Rs. Lakhs)	Actual Utilized Amount till 31.03.2025 (In Rs. Lakhs)	Unutilized Amount as on 31.03.2025 (In Rs. Lakhs)
1	Funding Working Capital Requirements	7000.00	7000.00	0.00
2	General Corporate Purpose (GCP)#	2000.00	2000.00	0.00
3	Issue Related Expenses	844.80	712.45	132.35

> The above-mentioned utilization was also certified by the auditors of the company pursuant to Regulation 262 of SEBI (ICDR) Regulations, 2018 and NSE Circular No. NSE/CML/2024/23 dated September 05, 2024 and filed with the Stock Exchange along with the financial results of the company for the financial year ending 31 st March, 2025

MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT

The following changes have occurred between the end of the financial year to which the financial statements relate and the date of this Report but their impact on financial position of the company is not determinable:

> The Board of Directors of the Company at their meeting held on 10th June, 2025, based on the recommendation of Nomination and Remuneration Committee, has approved the following increase in the remuneration of KMPs:

• Remuneration of Mr. Rajesh Gupta, Managing Director of the Company increased from Rs. 48,00,000/- (Rupees Forty-Eight Lakhs Only) per annum to Rs. 60,00,000/- (Rupees Sixty Lakhs Only) per annum;

- Remuneration of Mrs. Geeta Goswami, CEO and Director of the Company increased from Rs. 36,00,000/- (Rupees Thirty-Six Lakhs Only) per annum to Rs. 48.00. 000/- (Rupees Forty-Eight Lakhs Only) per annum;

- Remuneration of Ms. Kritika Goswami, Company Secretary and Compliance Officer of the Company increased from Rs. 6,60,000/- (Rupees Six Lakhs Sixty Thousand Only) per annum to Rs. 9.00. 000/- (Rupees Nine Lakhs Only) per annum;

- Remuneration of Mr. Prashant Raghuwanshi, Chief Financial Officer of the Company increased from Rs. 14,40,000/- (Rupees Fourteen Lakhs Forty Thousand Only) per annum to Rs. 19,80,000/- (Rupees Nineteen Lakhs Eighty Thousand Only) per annum.

> The approval of the Board of Directors and the members of the Company was obtained in the meetings held on 07th July, 2025 and 06th August, 2025 respectively for increase in the Authorized Share Capital of the company from existing capital of Rs. 26,00,00,000/- (Rupees Twenty-Six Crores Only) divided into 2,60,00,000 (Two Crore .and Sixty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 44,00,00,000/- (Rupees Forty-Four Crores Only) divided into 4,40,00,000/- (Four Crores Forty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each ranking pari passu in all respects with the existing equity shares of the company.

Consequently, Clause V (Capital Clause) of the MOA of the Company was substituted with the new clause and the company has adopted the amended

Memorandum of Association (MOA) with new clause after obtaining approval of the board of directors and the member in their meetings as mentioned above.

> The Company has issued and allotted 2,17,37,631 Equity shares as Bonus shares. The said issue was approved by the Board of Directors of the Company in the Board meeting dated 07th July, 2025. Thereafter, necessary documents were filed to Stock Exchange on 11th July, 2025 for obtaining the in-principle approval for the said bonus issue. The issue was also approved by the members of the Company in the Extraordinary General Meeting held on 06th August, 2025. Subsequently, the remaining documents were filed to the Exchange and the in-principle approval was obtained vide letter dated 12th August, 2025 .

Further, the shares were allotted to all the members existing on the record date i.e. 19th August, 2025 after obtaining approval of the Board of Directors in the meeting held on 20th August, 2025.

> The approval of the Board of Directors and the members of the Company was obtained in the meetings held on 07th July, 2025 and 06th August, 2025 respectively for the limit for offer and Issuance of Non-Convertible Debentures upto an aggregate amount of Rs. 100,00,00,000/- (Rupees One Hundred Crores Only) and the same is approved in the Extra Ordinary General Meeting of the members of the Company held on 06th August, 2025.

> In accordance with Regulation 23 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the approval of the Board of Directors and the Audit Committee was obtained for the material related party transactions estimated to be entered into during the financial year 2025-26 between the company and following related parties having common promoters:-

• Uninav Developers Private Limited

• Nupur Infratech Private Limited

• Nupur Recyclers Limited

• Nupur Hospitality Private Limited

> Further, appointment of Internal Auditors was also recommended by the Audit Committee and approved by the Board of Directors in their respective meetings held on 07th July, 2025 to conduct the Internal Audit for the financial year 2025-26. The details are provided under the respective head.

DEPOSITS

Being a non-deposit taking Non-Banking Financial Company, your Company has not accepted any deposit from the public within the meaning of the provisions of the Master Direction -Non-Banking Financial Companies Acceptance of Public Deposit (Reserve Bank) Directions, 2016, and provisions of the Companies Act, 2013, and shall not accept any deposit from the public without obtaining prior approval of the RBI. Therefore, disclosure required in terms of deposits accepted under Chapter V of the Companies Act, 2013, is not applicable.

THE BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE YEAR

As on 31.03.2025, the composition of the Board of Directors and KMPs is as follows:

S. N	Name	Designation	Date of Appointment	Number of committees in which
				Director/ KMP is a member	Director/ KMP is Chairperso n
1.	Mr. Rajesh Gupta	Managing Director	18.03.2015	3	1
2.	Mr. Anoop Garg	Executive Director	15.06.2015	-	-
3.	Mrs. Geeta Goswami	Executive Director	03.05.2017	1	1
4.	Mrs. Nupur Gupta	Non-Executive Director	10.08.2022	2	-
5.	Mr. Pankaj Jain	Independent Director	10.06.2024	2	1
6.	Mrs. Nimisha Jain	Independent Director	10.06.2024	2	2
7.	Ms. Kritika	Company Secretary	03.02.2024	1	-
8.	Mr. Prashant Raghuwanshi	Chief Financial Officer	01.06.2024	1	-
9.	Mrs. Geeta Goswami	Chief Executive Officer	12.06.2024	1	1

The following changes have taken place in the composition of the Board of Directors and KMP during the financial year 2024-25:

> Mr. Prashant Raghuwanshi having PAN: BNNPR9777C was appointed as the Chief Financial Officer of the Company by the Board of Directors in the Board Meeting held on 01st June, 2024 with immediate effect.

> The Board of Directors, in the Board Meeting held on 01st June, 2024, has approved the change in designation of Ms. Kritika having Membership No. A65161 from Company Secretary to Company Secretary Cum Compliance Officer of the Company.

> Mrs. Nimisha Jain having DIN: 10651632 and Mr. Pankaj Jain having DIN: 00257801 were appointed as Independent Directors vide Ordinary resolution passed in the Extra Ordinary General Meeting of the members of the Company held on 10th June, 2024.

> Mrs. Geeta Goswami, Director of the Company having DIN: 07810522 and PAN: AQPPG3808B was appointed as Chief Executive Officer of the Company vide Board meeting dated 12.06.2024.

In opinion of the Board of Directors, the Independent Directors appointed are the person of integrity, expertise and experience (including the proficiency) and fulfils requisite conditions as per applicable laws and are independent of the management of the Company.

Further, all the Directors of the Company have confirmed that they are not disqualified to act as Director in terms of Section 164 of the Companies Act, 2013.

One change also occurred after the closure of the financial year till the date of this report. The details of such change is as follows:

> The Board of Director of the Company at their meeting held on 07th July, 2025, based on the recommendation of Nomination and Remuneration Committee, have recommended the re-appointment of Independent Directors of the Company subject to the approval of members of the company in the ExtraOrdinary General Meeting (EGM). Thereafter, the approval of members was obtained in the EGM held on 06th August, 2025 to appoint Mr. Pankaj Jain (DIN: 00257801) as an Independent Director for a further period of one year and Mrs. Nimisha Jain (DIN: 10651632) as an Independent Director for a further period of

RETIREMENT BY ROTATION

Mr. Rajesh Gupta, having DIN: 01941985, Managing Director of the Company is liable to retire by rotation at the ensuing AGM, being eligible, offers himself for re-appointment.

STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS

> All the independent directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under Section 149(6) of the Act read with Regulation 16 of the SEBI Listing Regulations, as amended. They also confirmed compliance with the provisions of Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

> The Board took on record the declaration and confirmation submitted by the independent directors regarding them meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of Regulation 25 of the SEBI Listing Regulations.

> In the opinion of the Board, the independent directors fulfil the conditions specified in the Act read with rules made thereunder and have complied with the code for independent directors prescribed in Schedule IV to the Act.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, the Board of Directors of the Company met 20 (Twenty) times during the Financial Year ended March 31,2025 that are mentioned below:

• 30.04.2024	• 01.06.2024	• 07.06.2024	• 12.06.2024
• 02.07.2024	• 05.07.2024	• 11.07.2024	• 16.08.2024
• 30.08.2024	• 28.09.2024	• 03.10.2024	• 07.10.2024
• 14.10.2024	• 23.10.2024	• 29.10.2024	• 29.10.2024
• 14.12.2024	• 31.01.2025	• 26.03.2025	• 31.03.2025

Further, three Circular resolutions were passed by the company as follows:

1. Circular Resolution No. 01 and 02 dated 07th January, 2025;

2. Circular Resolution No. 03 and 04 dated 12th February, 2025;

3. Circular Resolution No. 05 dated 12th March, 2025.

The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below:

Name of Directors	Number of Board Meeting held during year	Number of Board Meeting attended during year	Attended the previous AGM (Yes or No)
Mr. Rajesh Gupta	20	20	YES
Mr. Anoop Garg	20	13	YES
Mrs. Geeta Goswami	20	20	YES
Mrs. Nupur Gupta	20	17	YES
Mr. Pankaj Jain	20	14*	YES
Mrs. Nimisha Jain	20	14*	YES

• Mr. Pankaj Jain and Mrs. Nimisha Jain were appointed on the board w.e. f. 10th June, 2024. Therefore, they were eligible to attend only the meetings held after their appointment.

STATEMENT BY THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTORS APPOINTED DURING YEAR

Your Board of Directors is satisfied with the veracity of the submissions and has concluded that all Independent Directors are individuals of integrity, possessing the requisite expertise, proficiency, and experience necessary to qualify and continue as Independent Directors of the Company. Furthermore, the Board affirms that they remain independent of the management.

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

Pursuant to Section 178(3) of Companies

Companies Act, 2013 and Regulation 19(4) read with Part D of Schedule II of the SEBI Listing Regulations, the Board has framed a Remuneration Policy. This policy, inter alia, lays down:

• The criteria for determining qualifications, positive attributes, and independence of directors; and

• Broad guidelines of compensation philosophy and structure for non-executive directors, key managerial personnel and other employees.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In terms of the provisions of the Act and the Listing Regulations, Board carries out an annual performance evaluation of its own performance, its Committees, and Directors individually including Independent Directors based out of the criteria and framework adopted by the Board. A structured questionnaire covering various aspects of evaluation of performance of the Board, its Committees and individual Directors (including independent directors) is circulated for completion of the evaluation process.

The responses and recommendations received from Directors were subsequently reviewed and deliberated upon by Nomination and Remuneration Committee (NRC) and the Board at their respective meetings.

The evaluation process covered various aspects of the Board and Committees functioning including their composition, experience, competencies, performance of specific duties, obligations, governance issues, attendance and contribution of individual directors and the effective exercise of independent judgement.

RISK MANAGEMENT POLICY

The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. The Board of Directors has adopted the Risk management policy which sets out the framework for the management of risks faced by the Company in the conduct of business to ensure that all business risks are identified,

SUBSIDIARY. JOINT-VENTURE AND ASSOCIATE COMPANY

The Company doesnt have any Subsidiary, Joint Venture and/or Associate Company during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS. COURTS AND TRIBUNALS

Some orders passed by the regulators or courts or any tribunals during the year under review which has an impact on the Companys operations are as follows:

1. Pursuant to the conversion of the company from Private to Public, the company has filed an application to the Reserve Bank of India for issue of new Certificate of Registration in the name and style of “Usha Financial Services Limited”. The company has received the updated certificate dated 19th Day of June, 2024 from RBI with updated name i.e. “USHA FINANCIAL SERVICES LIMITED”.

2. The company has filed an application seeking prior approval of RBI for IPO of equity shares of the company proposed to be listed on the EMERGE platform of NSE. The company has received the RBI approval vide email dated September 10, 2024.

3. The company has received the listing approval of its equity shares on the EMERGE platform of National Stock Exchange of India Limited vide approval letter dated 30th October, 2024.

CAPITAL STRUCTURE

The company has issued only one kind of shares i.e. equity shares. The summary of authorized, issued, subscribed and paid-up capital of the company is as follows:

AUTHORIZED EQUITY SHARE CAPITAL:

The Authorized equity share capital of the company remains unchanged during the year under review. The authorized share capital as on 31st March, 2025 is Rs. 26,00,00,000/- (Rupees Twenty-Six Crore Only) divided into 2,60,00,000 (Two Crore Sixty Lakhs) equity shares of Rs. 10/- (Rupees Ten Only) each.

SUBSCRIBED, ISSUED AND PAID-UP EQUITY SHARE CAPITAL:

> The subscribed, issued and paid-up equity share capital at the beginning of the year was Rs. 10,58,50,900/- (Rupees Ten Crores Fifty-Eight Lakhs Fifty Thousand and Nine Hundred Only) comprising of 1,05,85,090 equity share of Rs. 10/- (Rupees Ten Only) each.

> During the year under review, following alterations were made in the paid-up equity share capital of the company:

• The Company has issued bonus shares to the existing Members of the Company in the ratio of 5:10 i.e., for every 5 fully paid-up shares held by member will get 10 bonus shares in this issue. After the allotment of these shares the total paid up equity share capital of the Company increased to Rs. 15,87,76,310/- (Rupees Fifteen Crore Eighty-Seven Lakhs Seventy-Six Thousand Three Hundred Ten Only) comprising of 1,58,77,631 equity share of Rs. 10/- (Rupees Ten Only) each.

• Further Company has issued 58,60,000/- (Fifty-Eight Lakh Sixty Thousand Only) equity shares of company to general public through Initial Public Offering (IPO) with a price range of Rs. 160-168/- (Per Share) which amounts to Rs. 98,44,80,000/- (Rupees Ninety-Eight Crores Forty-Four Lakhs Eighty Thousand Only). Consequently, the paid-up share capital of the Company at the end of the financial year is Rs. 21,73,76,310/- (Rupees Twenty-One Crore Seventy- Three Lakhs Seventy-Six Thousand Three Hundred Ten Only) comprising of 2,17,37,631/- (Two Crore Seventeen Lakhs Thirty-Seven Thousand Six Hundred Thirty-One Only) Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each.

Change in the paid-up share capital after the closure of the financial year:

The Company has issued and allotted bonus shares on August 20, 2025 to the existing Members of Company in the ratio of 1:1 i.e., 1 fully paid-up bonus share for every 1 fully paid-up equity share held. After allotment of these shares, total paid up equity share capital of Company increased to Rs. 43,47,52,620/- (Rupees Forty-Three Crore Forty-Seven Lakh Fifty-Two Thousand Six Hundred and Twenty Only) comprising of 4,34,75,262 equity share of Rs. 10/- (Rupees Ten Only) each.

DEBENTURE STRUCTURE

During the year under review, the Company had issued and allotted Secured redeemable NonConvertible Debentures under two new Series namely “Series L” and “Series M” through private placement. The brief details are provided hereunder:

Series	No. of Debentures Allotted	Nominal Value per Debenture (In Rs.)	Aggregate Amount (In Rs.)
L	1959	1,00,000/-	19,59,00,000/-
M	427	1,00,000/-	4,27,00,000/-

As per the provisions of the Companies Act, 2013 and other applicable rules and regulations, the Company has appointed debenture trustees as follows:

• MITCON Credentia Trusteeship Services Limited through its authorized representative(s) was appointed to act as Trustee for the Debenture holders (“Trustees”) of “Series L”; and

• Beacon Trusteeship Limited through its authorized representative(s) was appointed to act as Trustee for Debenture holders (“Trustees”) of “Series M”.

The amount of debentures outstanding as on 31st March, 2025 are being provided in the Notes to Financial Statements.

CODE FOR PREVENTION OF INSIDER TRADING

The Board has adopted a code to regulate, monitor and report trading by Designated Persons in securities of the Company while in possession of Unpublished Price Sensitive Information (UPSI) in relation to the Company. The Board has further approved the code for practices and procedures for fair disclosure of UPSI and policy governing procedure of inquiry in case of suspected leak of UPSI. The code has also been hosted on website of Company. The Company has also put in place a Structured Digital Database as required under Regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015.

CORPORATE GOVERNANCE

Your Company believes that a good corporate governance system is necessary to ensure its long-term success. Your Company ensures good governance through implementation of effective policies and procedures, which are mandated and regularly reviewed by the Board or Committees of Board of Directors of the Company. The Companys Board approved Policies has been uploaded on the Companys website and can be accessed at https://www.ushafinancial.com/policies.html.

Further, A report on Corporate Governance as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is attached and forms part of this report. number of meetings of the Board, composition of the various committees, annual Board evaluation, remuneration policy, criteria for Board nomination and senior management appointment, whistle blower policy/vigil mechanism, disclosure of relationships between Directors inter-se, state of Companys affairs, etc.

AUDITORS & THEIR REPORTS

STATUTORY AUDITOR:

> M/s K R A & Co., Chartered Accountants (Firm Registration No. 020266N) had been appointed as the Statutory Auditor of the Company in the 27th Annual General Meeting to hold office for a period of five (5) years from the conclusion of that Meeting till the conclusion of the 31st Annual General Meeting of the Company.

> After the completion of the audit of the company for the financial year 2024-25, M/s K R A & Co., Chartered Accountants have tendered its resignation from the position of Statutory auditors of the company with effect from 14th May, 2025 subject to the provisions for rotation of auditor in every 3 years of its services in accordance with the RBI Guidelines. Although, the provisions related to rotation of auditor are not applicable on the company but the Company intends to apply it for best Prudent Corporate Governance Practice. The resignation of Auditor was thereafter taken note of by the member of audit committee and the board of directors in their respective meetings held on 10th June, 2025.

> Pursuant to the casual vacancy caused by resignation of M/s K R A & Co., Chartered Accountants (Firm Registration No. 020266N), the Board of Directors of the company in their Board meeting held on 10th June, 2025, based on the recommendation of the Audit Co have proposed the appointment of M/s Rajeev Shagun Gupta & Co., Chartered Accountants, (Firm Registration No. 018530N) as statutory Auditor of the Company and the proposed Auditor was regularized by the members of the company in Extra Ordinary General Meeting held on 06th August, 2025.

SECRETARIAL AUDITOR:

The Board of Directors of the Company at their Board meeting held on 26th March, 2025, based on the recommendation of the Audit Committee, approved the appointment of M/s Priya Binani & Associates, Company Secretaries (COP No. 24562) as Secretarial Auditors of the Company to conduct the Secretarial Audit for financial year 2024-25.

INTERNAL AUDITOR:

The Board of Directors of the Company at their Board meeting held on 26th March, 2025, based on the recommendation of the Audit Committee, approved the appointment of M/s NGSG & Associates (A Chartered Accountant firm having Firm Registration Number 027685N) as Internal Auditors of the Company to conduct the Internal Audit for the financial year 2024-25 on such terms & conditions as mutually agreed upon.

Further, the Board of Directors of the Company at their Board meeting held on 07th July, 2025, based on the recommendation of the Audit Committee in their meeting held on -?07th July, 2025, approved the re-appointment of M/s NGSG & Associates (A Chartered Accountant firm having Firm Registration Number 027685N) as Internal Auditors of the Company to conduct the Internal Audit for the financial year 2025-26 on the same terms and conditions.

REPORTING OF FRAUD

During the year under review, neither the statutory auditors nor the secretarial auditor have reported to the Audit Committee or the Board, under Section 143 (12) of the Act, any Rs instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION. RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITORS OF THE COMPANY

> The observations made in Statutory Auditors Report given by M/s. K R A & Co., Chartered Accountants are selfexplanatory and do not contain any reservation, qualification or adverse remarks. Therefore, needs no further clarification/ explanations as required under Section 134 of the Companies Act, 2013. The Statutory Audit report is attached with the Financial Statement and forms part of this report.

> The observations made in Secretarial Auditors Report given by M/s Priya Binani & Associates, Company Secretaries (COP No. 24562). are self-explanatory and do not contain any reservation, qualification or adverse remarks. Therefore, needs no further clarification/ explanations as required under Section 134 of the Companies Act, 2013. The same is annexed to this Annual Report as

COMPLIANCE WITH SECRETARIAL

The Company has complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meeting (SS-2) for the Financial Year ended on 31st March, 2025 as issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

> Your Company had not entered into any transactions with the related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. All Related Party Transactions entered into during the financial year were on an arms length basis and were in the ordinary course of business. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is annexed to this Report as ANNEXURE - B.

> However, the disclosure of transactions with related parties for the financial year, as per Accounting Standard -18 Related Party Disclosures is provided in Notes to the Balance Sheet as on March 31,2025.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Brief Outline of CSR Policy and initiatives undertaken during the year has been provided in the Annual Report on CSR for the financial year under review which is annexed as """ANNEXURE - C to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186:

The Company, being a NBFC registered with RBI and engaged in the business of giving loans in ordinary course of its business, is exempt from complying with provisions of Section 186 of the Act with respect to loans, guarantees and investments.

However, details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to the financial statements and other operational areas. These controls have been designed to provide reasonable assurance regarding the reliability of financial reporting, compliance with applicable laws and regulations, and the effectiveness and efficiency of operations.

1. Control environment

• The Company has established a strong governance framework with clearly defined roles and responsibilities.

• Policies and procedures are documented across key functions such as credit, operations, collections, treasury and compliance.

2. Accounting and Banking Controls

• Financial transactions are recorded in accordance with Indian Generally Accepted Accounting Principles

• GZL e controls are in place for bank reconciliation, general ledger review and preparation of financial statements.

• For the outflows of fund Maker-Checker concept is deployed.

• Transactional limits are put in place to avoid any error in the payments/ disbursements.

3. Credit and Loan Management Controls

• Standard Credit Appraisal and Approval Mechanism is followed for all loan

• Loan documentation is done as per approved checklist, vetted and verified by legal team.

• Post-disbursement monitoring is undertaken to track end-use, repayment behavior and covenant checks.

4. Audit and Monitoring

• Internal audit/review is conducted on a periodic basis by an independent audit firm.

• Findings are reviewed by the management and corrective action is taken where necessary.

• Internal audit/review includes review of various transactions to ensure timely compliance, etc.

5. IT and Operational Controls

• Core Lending System (LMS) is implemented to manage loan lifecycle with built-in controls.

• User access management and role- based controls are in place.

• Regular data backups and cybersecurity measures have been implemented.

6. Regulatory Compliance

The Company ensures compliance with all applicable laws and RBI regulations, including timely submission of returns, KYC/AML norms, and periodic reporting under RBIs Master Direction for NBFCs.

7. Oversight and Review

• The Board and the Audit Committee review internal control systems regularly.

• The CEO and/or CFO provide certifications as required under the Companies Act and applicable SEBI regulations, wherever required.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, and the reviews performed by management and auditors, the Board is of the opinion that the internal financial controls are adequate and operating effectively as on the date of this report.

CONSERVATION OF ENERGY.

TECHNOLOGY ABSORPTION AND FOREIGN AND OUTGO:

The particulars required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect \of conservation of energy and technology absorption are provided hereunder:-

a. Conservation of energy-

i. the steps taken or impact on conservation of energy:-NA

ii. the steps taken by the company for utilizing alternate sources of energy:- NA

iii. the capital investment on energy conservation equipment:-NA

b. Technology absorption-

i. the efforts made towards technology absorption:-NA

ii. the benefits derived like product improvement, cost reduction, alproduct development or import substitution:-NA

i. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) A

a. the details of technology imported:-NA

b. the year of import:-NA

c. whether the technology been fully absorbed:-NA

d. if not fully absorbed, areas where absorption has not taken place, and reasons thereof; -NA

ii. the expenditure incurred on Research and Development-NA

c. Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year is NIL and the Foreign Exchange outgo during the year in terms of actual outflows is NIL.

COMPLIANCE WITH RBI GUIDELINES:

The Company being an NBFC has complied with all the applicable regulations of the Reserve Bank of India for Non-deposit taking NBFCs including but not limited to Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023.

FAIR PRACTICES CODE

The Company has in place a Fair Practices Code (“FPC”) as approved by the Board, in compliance with the guidelines issued by RBI, which sets the fair practice standards while dealing with its customers and legal entities. The FPC is available on the website of the Company at

https://www.ushafinancial.com/policies.html

CODE OF CONDUCT AND TRANSPARENCY

The Company has adopted the unified Code of Conduct in compliance with the guidelines issued by RBI. All the directors confirmed that they are not disqualified from being appointed/ continuing as Directors in terms of Section 164(2) of the Act. Further, all the directors and Senior Management of the Company adhere to the Code of Conduct of the company.

COMPANYS WEBSITE

Your Company has its fully functional website https://www.ushafinancial.com/, which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company.

DISCLOSURE OF REMUNERATION

The disclosure with respect to remuneration as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided under-ANNEXURE D forming part of this report.

PARTICULARS OF EMPLOYEES

The provisions of Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable, as there is no such employee who were drawing / in receipt of remuneration of prescribed amount during the period under review. Therefore, no such statement provided

SEXUAL HARASSMENT POLICY FOR WOMEN UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the

Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder. We follow a gender-neutral approach in handling complaints of sexual harassment and also assures discretion and guarantees nonretaliation to complainants.

CONSTITUTION OF COMMITTEE - SEXUAL HARASSMENT AT WORKPLACE

> The Company has complied with the provisions relating to Constitution of Internal Complaints Committee (ICC) under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

> Further, during the year under review, no case was filed under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

> The Annual Report of ICC for the period commencing from January 1, 2024 till December 31, 2024 was submitted to the office of District Collector, Delhi on December 26, 2024.

-MAINTENANCE OF COST RECORDS

Maintenance of cost records and requirement of Cost Audit as specified by the Central Government under Section 148 (1) of the Act, is not applicable for the business activities carried out by the Company and hence, such accounts and records are not maintained.

PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

No application or proceeding was initiated in respect of the Company under Insolvency and Bankruptcy Code 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review, there were no transactions or events with respect to the One-time settlement with any bank or financial institution, hence no disclosure or reporting is required.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with Clause (c) Of Sub-Section (3) Of Section 134 of the Companies Act, 2013, the Directors would like to inform the Members that the Audited Accounts for the financial year ended March 31, 2025, are in full conformity with the requirement of the Companies Act, 2013. The Financial Accounts for the reporting period are audited by the Statutory Auditors, M/s K R A & Co., Chartered Accountants (Firm Registration No. 020266N).

The Board of Directors of the company further confirmed the members that: -

a. 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 had 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 of the company for that period;

c. the Directors had 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 the company and for preventing and detecting fraud and other irregularities; \\M

d. the Directors had prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

STATEMENT ON MATERNITY BENEFIT COMPLIANCE:

That the Company is in compliance with all the applicable provisions mentioned in the Maternity Benefit Act, 1961.

DIVIDEND

In order to undertake and carrying future ?plans, it is necessary to conserve the resources. Therefore, the Directors are of the opinion of retaining the profits for the year within the Company, and thus have not recommended any dividend on equity shares for the year ended March 31,2025.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), dividend, if not claimed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, shall be transferred to the Investor Education and Protection Fund (“IEPF”).

The provision of Section 125 (2) of the Companies Act, 2013 does not apply as there was no dividend declared and paid in the previous years.

EXPLANATION FOR DEVIATION(S) OR VARIATION(S) IN ACCORDANCE WITH REGULATION 32 OF SEBI (LODR) REGULATIONS. 2015

The provisions of Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company during the financial year under review.

Therefore, the Company is not required to furnish an explanation in relation to the variation or deRs aton as stipulated undei" Regulation 32 of SEBI (L.?DR) R?, 2„,

WEB LINK OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2018, the Company is having website www.ushafinancial.com and annual return of Company has been published on such website. Link of the same is given below:

https://www.ushafinancial.com/annual-return.html

ACKNOWLEDGEMENT

The Board expresses its sincere gratitude for the cooperation received from lenders, our valued customers, regulatory bodies, Members and other stakeholders. The Board also wholeheartedly acknowledges with thanks the dedicated efforts of employees and the management of the Company.

FOR AND ON BEHALF OF THE BOARD
USHA FINANCIAL SERVICES LIMITED
Sd/-	Sd/-
Rajesh Gupta	Geeta Goswami
Managing Director	Director and CEO
DIN:01941985	DIN:07810522
Address: B-191, Yojna Vihar.	Address: A-236, 1st Floor. Block-A.
Delhi 110092	Opposite Angel mall. Kaushambi.
DATE: 02.09.2025	Vasundhra. Ghaziabad- 201012. UP
PLACE: DELHI	DATE: 02.09.2025
	PLACE: DELHI