Directors Report of Agarwal Fortune India Ltd.

Mar 31, 2025

Your Directors are pleased to present Thirty-Second (33^rd) Annual Report of AGARWAL
FORTUNE INDIA LIMITED (Formerly known as Devki Leasing and Finance Limited) Report and
the Audited Financial Statements for the year ended 31^st March 2025.

1. FINANCIAL PERFORMANCE

a) Financial Results

The Audited Financial Statements of the Company as on 31^st March 2025 are prepared in accordance
with Section 133 of the Companies Act, 2013 read with the rules made thereunder and Indian
Accounting Standards (Ind AS) along with the Auditor''s Report, form part of the Annual Report.

(Rs. in Lakhs)

Particulars	2024-2025	2023-2024
Revenue from operations	441.55	738.08
Other Income	6.90	15.96
Total Income	448.45	754.04
Total Expenses	428.98	744.32
Profit before Tax	19.47	9.72
Less: Tax Expenses	0	0
Profit (Loss) for the year	19.47	9.72
Add: other Comprehensive Income	-	-
Add: Balance brought forward from Previous Year	(308.12)	(317.84)
Balance carried forward to Balance Sheet	(288.65)	(308.12)

b) STATE OF COMPANY''S AFFAIRS AND RESULTS OF OPERATIONS:

Your Company is engaged in the business of trading in various types of Glasses and Mirrors,
providing technical consultancy services and advisory services and other allied activities relating to
industrial glasses and other categories.

The Highlights of the Company''s performance are as unden

During the year, the Company earned Total Revenue of ? 441.55 Lakhs as against ? 738.08 Lakhs in
corresponding previous year and earned a net profit of ? 19.47 Lakhs.

The Company is continuously exploring and evaluating new Business opportunities and trying to
revamp their Business operations with improvement in the present scenario and new strategies to
better its position and performance and, Directors are further hopeful that business environment
shall improve in the near future.

2. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO
WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT AND
CHANGE IN NATURE OF BUSINESS.

During the year under review, there were no material changes affecting the financial position of the
company.

Changes in Share Capital

During the Financial Year 2024-25, there was no change in the capital structure of the Company.

THE CAPITAL STRUCTURE AS ON 31^st MARCH 2025 IS AS FOLLOWS:

S.NO.	SHARE CAPITAL	NOMINAL AMOUNT (RS.)
1.	Authorized Share Capital	375,00,000
2.	Issued Share Capital	3,43,54,000
3.	Paid Up Capital	3,43,54,000

Note:

Forfeiture of Partly Paid-Up Shares of the Company:

The Company forfeited 74,200 partly paid equity shares at the Board Meeting held on February 12,
2024, during the financial year 2023-24. Approval for the forfeiture was obtained from National
Securities Depository Limited on April 5, 2024, and from Central Depository Services Limited on
March 28, 2024. Following the forfeiture, the Company''s paid-up share capital decreased from Rs.
3,50,96,000 to Rs. 3,43,54,000.

2. DIVIDEND

Your Directors did not recommend any dividend for the financial year 2024-25.

3. DIVIDEND DISTRIBUTION POLICY

Your company doesn''t fall under the criteria, as required under Regulation 43A of the Listing
Regulations.

4. TRANSFER TO RESERVES

No amount is proposed to be transferred to the Reserves for the Financial Year 2024-25.

5. DEPOSITS

During the year under review, your Company did not accept any deposits within the meaning of
provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014.

6. CORPORATE SOCIAL RESPONSIBILITY

The Company''s net worth is below than Rs. 500 Crores, Turnover is less than Rs. 1000 Crores and
Net Profit (Before Tax) is less than Rs. 5 Crores, hence provisions of Section 135 of the Companies
Act, 2013 with regard to Corporate Social Responsibility (CSR) are not applicable to the company.

7. INVESTOR RELATIONS (IR)

Investor Relations (IR) as the touch point for the Investor Community whereby information relating
to the Company is disseminated uniformly and widely. This helps the investor Community to
access a seamless channel of communication of the Company''s business activities, strategy and
prospects and allows them to make an informed judgment about the Company. The Company
continues to interact with all types of funds and investors to ensure a diversified shareholder base in
terms of geographical location, investment strategy and investment horizon. The company follows
all regulatory guidelines while disseminating the information.

In order to ensure accurate, transparent and timely information flow, the IR department holds the
following activities:

Provides detailed updates on the Company''s performance on the stock exchanges
immediately after the release of quarterly results.

Meetings with investors to brief them about the Company''s ongoing performance/
initiatives and respond to their queries and concerns.

The company allows investors to determine whether a company is a good investment for their
needs. Investor Relations departments are sub-departments of public relations (PR) departments
and work to communicate with investors, shareholders, government organizations, and the overall
financial community.

8. SUBSIDIARY, ASSOCIATE COMPANIES OR TOINT VENTURE:

The Company does not have any Holding, Subsidiary, and Joint Venture or associate Company
during the year under review.

9. ANNUAL RETURN:

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 Lime to time, the
Annual Return of the Company for Financial Year 2024-25 is available on the Company''s website at
web link- https://agarwalfortune.com/investor-relation/annual-return/.

10. CHANGE IN REGISTRAR AND TRANSFER AGENT:

During the year under review, there was no change in the Registrar and Transfer Agent of the
Company.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors consists of a balanced profile of members specializing in different fields that
enables it to address the various business needs of the company, while placing very strong
emphasis on corporate governance.

At the year ended March 31,2025, the compositions of the Board Members are as follows:

BOARD OF DIRECTORS

Mr. Mahesh Kumar Agarwal Managing Director

Mrs. Sharda Agarwal Non-Executive, Women Director

Mrs. Archana Gupta Non-Executive, Independent Director

Mrs. Neha Saiiii Non-Executive, Independent Director

CHIEF FINANCIAL OFFICER:

Mr. Ankit Gupta (appointed on 11^th March, 2024 and resigned on 31.03.2025)

Ms. Monika Shekhawat (appointed on 31.03.2025 and resigned on 05.06.2025 )

COMPANY SECRETARY AND COMPLIANCE OFFICER:

Ms. Aditi Parmar

Notes:

(a) There were no changes in the Board of Directors during the year.

(b) During the year, Changes related to key managerial personnel are as above.

RETIRE BY ROTATION-

Section 152 of the Act provides that unless the Articles of Association provide for the retirement of
all directors at every AGM, not less than two-third of the total number of directors of a public
company (excluding the independent directors) shall be persons whose period of office is liable to
determination by retirement of directors by rotation. Accordingly, Mrs. Sharda Agarwal, Non
Executive Director (DIN: 09520743), retires by rotation at this ensuing 33^rd Annual General Meeting,
and being eligible, offers himself for re-appointment.

DISQUALIFICATIONS OF DIRECTORS-

During the year, declarations were received from the Directors of the Company pursuant to Section
164 of the Companies Act, 2013. The Board appraised the same and found that none of the director
is disqualified for holding office as director. Further, the Certificate from Practicing Company
Secretary as per the certifying that none of the directors of the company disqualified for holding
office as director of the Company is enclosed with this Board Report.

DECLARATION BY INDEPENDENT DIRECTORS-

Independent Directors have given declaration that they meet the criteria of independence as per
Regulation 16 (1) (b) SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and
as per the criteria provided in the Section 149 of the Companies Act, 2013.

In the opinion of the Board, the Independent Directors fulfill the conditions relating to their status as
Independent Directors as specified in Section 149 of the Companies Act, 2013 and Regulation 25 of
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.Independent Directors are
not liable to retire by rotation, in terms of Section 149(13) of the Act.

All the Independent Directors of the Company haven rolled their names in the database of
Independent Directors maintained by Indian Institute of Corporate Affairs (IICA) in terms of the
regulatory requirements.

The independent directors were unable to take the online proficiency self-assessment test required
by the IICA due to scheduling conflicts. As a result, their ID Databank profiles were disabled for not
completing the test within two years of registration. However, their profiles have since been
restored and they have been granted a one-year extension to pass the online self-assessment.

BOARD DIVERSITY-

As per the requirement under the Regulation 19(4) read with Schedule II, Part D of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
such other regulatory provisions, as applicable the Nomination and Remuneration Committee (the
''NRC'') is required to devise a policy for having diversity on the board of directors (the ''Board''). The
board diversity policy (the ''Policy'') sets out the approach to achieve adequate diversity on the
Board of the Agarwal Fortune India Limited.

12. COMMITTEES OF THE BOARD OF DIRECTORS:

The Company has constituted the following committees which have been constituted as a part of the
good corporate governance practices and the same are in compliance with the requirements of the
relevant provisions of applicable laws and statutes of the Companies Act 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015:

a. Audit Committee

b. Nomination & Remuneration Committee

c. Stakeholders Relationship Committee

The brief description with respect to Committees, their compositions, powers, roles, and terms of
reference, Meetings held and attendance of the Directors at such Meetings of the Committees are
given in detail in the Report on Corporate Governance of the Company which forms part of this
Report.

a) Audit Committee-

The Company has an adequately qualified and experienced Audit Committee with Mrs. Archana
Gupta (Chairman), Mrs. Neha Saini and Mr. Mahesh Kumar Agarwal as Members. The
recommendations of the Audit Committee were duly approved and accepted by the Board.

b) Nomination & Remuneration Committee-

The Company has Nomination and Remuneration Committee (includes the matters specified in Part
D of Schedule II to the SEBI (LODR) Regulations, 2015 which broadly includes determination and
recommendation for appointment/removal of Executive, Non-Executive and Independent Directors
to the Board etc.) with Mrs. Archana Gupta (Chairman), Mrs. Neha Saini and Mrs. Sharda Agarwal
as Members. The recommendations of the Nomination & Remuneration Committee were duly
approved and accepted by the Board.

c) Stakeholders Relationship Committee -

The Company has Stakeholders Relationship Committee to consider and resolve the grievances of
the security holders including complaints related to transfer of shares, non-receipt of annual report
and non-receipt of declared dividends etc. with Mrs. Archana Gupta, Mrs. Neha Saini and Mrs.
Sharda Agarwal (Chairperson), as Members. The recommendations of the Stakeholders Relationship
Committee were duly approved and accepted by the Board.

13. MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES:

a) Board Meetings: During the year under review the Board has met 5 (Five) limes viz.
24.05.2024, 12.08.2024, 09.11.2024, 12.02.2025 and 31.03.2025. The details of meetings of the
Board and the attendance of Directors are provided in the Corporate Governance Report.

b) Committee Meetings: During the year under review, the Committees duly met and the
details of the the Meetings held and attendance of the Directors at such Meetings, are
provided in the Corporate Governance Report.

c) Separate Meeting of Independent Directors / Independent Directors Training: During the
year under review, a separate meeting of Independent Directors of the Company was held

on 12^th March, 2025, without the presence of other Directors and members of Management.
The Independent Directors reviewed the performance of Non-Independent Directors and
the Board as a whole, performance of Chairperson of the Company and assessed the
quahty, quantity and limelines of flow of information between the Company management
and the Board.

d) Web-link for Familiarization Program: Details of the attendance of the Directors at such
meeting and details about familiarization program are available on the Company''s website
at web hnk-httns:/ / agarwalfortune.com/investor-relation/familiarisation-pro gram-to-
independent-directors / .

14. PERFORMANCE EVALUATION OF THE BOARD AND INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 134(3)(p) of Companies Act 2013 and Regulation 25(4) and
17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination
and Remuneration Committee of the Company has defined the evaluation criteria and procedure
for the Performance Evaluation process for the Board, its Committees, and Directors.

The Board of Directors has carried out an annual performance evaluation of its own performance,
the Directors and the Committees. Performance evaluation of independent Directors was in
accordance with Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, which is done by the entire board, excluding the director being evaluated. The
performance evaluation of the Chairman and the Non-Independent Directors was carried out by the
Independent Directors, who also reviewed the performance of the Board as a whole. The criteria on
the basis which the evaluation has been carried out are explained in the Corporate Governance
Report.

The performance of the board was evaluated by the board after seeking inputs from all the Directors
on the basis of criteria such as board composition and structure, effectiveness of board processes,
information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India.

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 the committee, effectiveness
of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of
individual director on the basis of criteria such as the contribution of the individual directors to the
board and committee meeting like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meeting, etc.

15. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their
knowledge and ability, confirm that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been
followed 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
and loss 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;

d) The Directors had prepared the annual accounts on a going concern basis; and

e) The Directors, in the case of a hsted company, had laid down internal financial controls to
be followed by the company and that such internal financial controls are adequate and were
operating effectively. The Directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.

f) The Directors have devised proper system to ensure compliance with the provisions of all
apphcable laws and that such system were adequate and operating effectively.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has neither made any loans and investments nor has
given any guarantee or provided any security in connection with a loan to any other body corporate
or person within the meaning of Section 186 of Companies Act, 2013. For further details, please refer
Notes to the Financial Statements.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with
related parties were in the ordinary course of business and on an arm''s 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 policy of the Company on
materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions
as required under Section 134(3) of the Companies Act in Form AOC-2 is attached herewith as
Annexure I. Attention of the members is also drawn to the disclosures of transactions with the
related parties as set out in Notes to Accounts forming part of the financial statement. The Pohcy on
Materiality of Related Party Transactions and on dealing with Related Party Transactions as
approved by the Board is available on the Company''s website and can be accessed
https://agarwalfortune.com/investor-relation/corporate-governance/nomination-and-
remuneration-policy /.

18. AUDITORS:
a) Statutory Auditors-

The Members of the Company at the 32^nd AGM held on 20^th September, 2024, appointed M/s
Jethani and Associates, Chartered Accountants, Jaipur (ICAI Firm Registration No.010749C) as
Statutory Auditors of the Company for a period of 1 year to hold office from the conclusion of
32^ndAGM till the conclusion of the 33^rd AGM of the Company. The Statutory Auditors have
confirmed that they are not disqualified from continuing as Auditors of the Company.

The Statutory Auditors'' Report does not contain any qualifications, reservations or adverse remarks
on the financial statements of the Company for the financial year 2024-25.

Explanation to Auditor''s Remark-

The Auditors'' Report read with relevant notes are self-explanatory and not required any c omments
or Explanation.

Reporting of fraud by Statutory Auditors-

There was no fraud in the Company, which was required to report by Statutory Auditors of the
Company under sub-section (12) of section 143 of Companies Act, 2013.

Appointment of Statutory Auditor for the Financial Year 2025-26:

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, The Board has
recommended the appointment of M/s Jethani and Associates, Chartered Accountants (ICAI Firm
Registration No.010749C), as Statutory Auditors of the Company for a period of one year in the
ensuing Annual General Meeting held for F.Y. ending on 31st March 2025 till the conclusion of
Annual General Meeting to be held for F.Y. ending on 31st March 2026.

b) Secretarial Auditor and their Report-

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed CS Monika Gupta, Practicing Company Secretary, to conduct the Secretarial Audit for the
financial year 2024-25. The Secretarial Audit Report for the financial year ended March 31, 2025, is
annexed herewith as Annexure II to this Report. Except for the vacancy of the CFO, the Secretarial
Audit Report does not contain any qualification, reservation, or adverse remark.

Auditor''s Remark: Ms. Monika Shekhawat was resigned from her role as CFO with effective from
05th June 2025 according to company filling on BSE website through corporate announcement.
Management''s Clarification on Auditor''s Remark: The resignation of Ms. Monika Shekhawat
effective 5th June 2025 pertains to the financial year 2025-26 and falls outside the scope of the 2024¬
25 period. Due to personal reasons and pre-occupations, Ms. Shekhawat resigned from her role as
CFO. The company is actively working, to identify and appoint a suitable candidate for the CFO
position to ensure continued compliance.

c) Cost Record and Cost Audit-

Your company does not fall within the provisions of Section 148 of Company''s Act, 2013 read with
the Companies (Cost records & Audit) Rules, 2014, therefore no such records required to be
maintained.

d) Internal Auditor-

Pursuant to the provisions of Section 138 of the Act read with Rule 13(l)(a) of Companies
(Accounts) Rules, 2014, the Board of Directors of the Company has appointed M/s ASAR &
ASSOCIATES, Chartered Accountants (ICAI Firm Registration No. (FRN: 019461C), Firm to
conduct internal audit reviews for the Company.

19. DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL:

The prescribed particulars of employees 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 is enclosed as Annexure III and forms the part of this Board Report.

20. PARTICULARS OF EMPLOYEES:

During the year, none of the employee of the company is drawing remuneration in excess of
Rs.1,02,00,000/- per annum or Rs. 8,50,000/- per month. As on 31.03.2025, Company has four
Directors, one CFO and one CS. There are no other employees in the company. None of the
employees was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.Hence,
disclosure pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
is not required to be given.

21. CORPORATE GOVERNANCE REPORT:

As per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirement) Regulations, 2015 ("SEBI (LODR) Regulations, 2015") the corporate governance
provisions as specified in Regulations 17,17A, 18,19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b)
to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable on
the Company.

However, your Company beheves in Good Corporate Governance Practices, so the Directors
present the Report on Good Corporate Governance for the year ended 31^st March 2025 to have more
transparency and disclosures and the same is attached with this report as Annexure - IV.

22. NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178(3) of the Companies Act, 2013, and Regulation 19 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and
Remuneration Committee has formulated a policy relating to the remuneration for the Directors,
Key Managerial Personnel (KMP) and other employees which is being approved and adopted by
the Board and has been posted on the website of the Company and can be accessed through web site
https: / / agarwalfortune.com/investor-relation/ corporate-governance / nomination-and-
remuneration-policy /

The pohcy is also annexed as Annexure- V forming part of this Board Report.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Statement in pursuance of requirement of Para B of Schedule
V SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this
report as Annexure - VI.

24. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY:

The Company has comprehensive Internal Financial Controls system for all major processes
including financial statements to ensure reliability of reporting. The system also helps management
to have timely data on various operational parameters for effective review. It also ensures proper
safeguarding of assets across the Company and its economical use. The internal financial controls
system of the Company is commensurate with the size, scale and complexity of its operations. The
system and controls are periodically reviewed and modified based on the requirement.

The internal and operational audit is entrusted to M/s ASAR & ASSOCIATES, Chartered
Accountants (ICAI Firm Registration No. 019461C). The mam thrust of internal audit is to test and
review controls, appraisal of risks and business processes, besides benchmarking controls with best
practices in the industry. Based on the audit observations & suggestions, follow up & remedial
measures are being taken on a regular basis.

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

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

The steps taken or impact on conservation of energy:

i. The operations of your Company are not energy intensive. However, adequate measures have
been initiated to reduce energy consumption.

ii. The capital investment on energy conservation equipment''s: Nil

B. Technology Absorption:

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

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

iii. In case of imported technology (imported during the last three years reckoned from the beginning
of the Financial Year): Not Applicable.

iv. Company has not incurred any expenditure on Research and Development during the year under
review.

C. Further there was neither inflow nor outflow of foreign exchange during the year.

26. RISK MANAGEMENT:

The Company recognizes that risk is an integral and unavoidable component of business and is
committed to managing the risk in a proactive and efficient maimer. The Company as part of
business strategy has in place a mechanism to identify, assess, monitor risks and mitigate various
risks with timely action.

27. PREVENTION OF INSIDER TRADING:

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 and Provisions of Section 195 of
the Companies Act, 2013 provides that no person, which includes any director or key managerial
personnel of a company, was not involved in the insider trading. The hsted entity shall devise a
framework to avoid insider trading and abusive self-dealing.

The Board of Directors have adopted the Code of Fair Disclosure for the Company and would
ensure that the Management adheres to this code to make the Unpublished Price Sensitive
Information of the Company would be made available to the general public as soon as it is possible
for the Company to do so. The Company recognizes that strict observance of the Code is a basic pre¬
requisite for ensuring full confidentiality of all "unpublished price sensitive information" and to
build general investor confidence and stakeholder credibility.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS:

There were no other significant material orders passed by the Regulators/Courts/Tribunals
impacting the going concern status of the Company and its future operations.

29. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of
Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, the
Company has in place a Whistle Blower Pohcy, which provides for a vigil mechanism that
encourages and supports its Directors and employees to report instances of illegal activities,
unethical behavior, actual or suspected, fraud or violation of the Company''s Code of Conduct or
Ethics Policy. It also provides for adequate safeguards against victimization of persons who use this
mechanism and direct access to the Chairman of the Audit Committee in exceptional cases. During
the year under review, no protected disclosure concerning any reportable matter in accordance with
the Vigil mechanism and Whistle Blower pohcy of the Company was received by the Company. The
Whistle Blower Pohcy has been posted on the website of the company www.agarwalfortune.com.

30. COMMISSION RECEIVED BY DIRECTORS FROM HOLDING/SUBSIDIARY COMPANY:

The Company does not have any holding/ subsidiary company. Hence provisions of Section 197(14)
of Companies Act, 2013 are not applicable to the Company.

31. CHIEF FINANCIAL OFFICER AND MANAGING DIRECTOR CERTIFICATION:

As required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Chief Financial Officer and Managing Director of the Company have certified
to the Board regarding the Financial Statements for the year ended 31st March, 2025 and the same
forms part of this Board Report. The certificate is enclosed as Annexure VII, forming part of this
report.

32. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

Pursuant to Regulation 34(3) and Schedule V, Qause C, Sub-clause (i) of SEBI Regulations, a
Certificate from a Practising Company Secretary is enclosed as Annexure VIII, confirming
compliance with the relevant provisions of the Companies Act, 2013, and SEBI regulations.

33. VOTING RIGHTS OF EMPLOYEES:

During the year under review the company has not given loan to any employee for purchase of its
own shares as per section 67(3) (c) of Companies Act, 2013.

34. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not issued shares under employee''s stock options scheme pursuant to provisions
of Section 62 read with Rule 12 of Companies (Share Capital and Debenture) Rules, 2014.

35. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued sweat equity shares pursuant to provisions of Section 54 read with
Rule 8 of Companies (Share Capital and Debenture) Rules, 2014 and SEBI (issue of sweat equity)
Regulations, 2002 during the Financial Year.

36. LISTING AT STOCK EXCHANGE:

The Equity shares of the Company are hsted in the Bombay Stock Exchange Limited, Mumbai (BSE)
and the Listing fees have been duly paid for the year 2024-25 and 2025-26.

37. INSURANCE:

The Company''s assets are adequately insured against the loss of fire and other risks, as consider
necessary by the Management from time to time.

38. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to the Company for the
financial year ending March 31, 2025.

39. DEPOSITORY SERVICES:

The Company''s Equity shares have been admitted to the depository mechanism of the National
Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL) .The
Company has been allotted ISIN No. INE510B01018.

40. ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The
Company''s policy requires conduct of operations in such a maimer, so as to ensure safety of all
concerned, compliances environmental regulations and preservation of natural resources.

41. HUMAN RESOURCES/INDUSTRIAL RELATIONS:

The Human Resource development team strives to empower employees across the company with
required competencies through up skilling, providing role clarity, adequate resources to motivate
them and help them reahze their maximum potential. Company''s Industrial relations continued to
be healthy, cordial and harmonious work environment through several welfare, health and safety
initiative across facilities and offices during the period under review.

42. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL1 ACT, 2013
AND CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Pohcy on
Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in fine with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules made there under. The Pohcy aims to provide protection to
employees at the workplace and prevent and redress complaints of sexual harassment and for
matters connected or incidental thereto, with the objective of providing a safe working environment,
where employees feel secure.

An Internal Complaints Committee is in place to redress complaints received regarding sexual
harassment. Further, during the year 2024-25 no grievance/complaint was reported from any
employee.

43. COMPLIANCE OF SECRETARIAL STANDARD:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of
the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the
Company.

44. PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE E-VOTING
AND E-VOTING AT THE AGM:

Your Company is providing E-voting facility as required under Section 108 of the Companies Act,
2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules,
2015. The ensuing AGM will be conducted through VC/OVAM and no physical meeting will be
held and your company has make necessary arrangements with NSDL to provide facility for remote
e-voting and e-voting at AGM. The details regarding e-voting facility is being given with the notice
of the Meeting.

45. DETAILS OF APPLICATION MADE OR ANY PROCEEDING FENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 AND THEIR STATUS:

There are no application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year.

42. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILETAKING LOANS
FROM THE BANKS OR FINANCIAL INSTITUTION ALONGWITH THE REASONS
THEREOF:

There are no such events occurred during the period from 01^stApril, 2024 to 31^st March, 2025, thus no
valuation is carried out for the one-lime settlement with the Banks or Financial Institutions.

43. LOANS FROM DIRECTORS AND DIRECTORS RELATIVES:

Subject to the Companies (Acceptance of Deposits) second Amendments Rules 2015, Company has
accepted Loans from Directors and their relatives after receiving a declaration in writing to the effect
that the amount is not being given out of funds acquired by them by borrowing or accepting loans
or deposits from others. The details of the amount received during the financial year are as follows:

Particulars	2024-2025 (Rs. in Lakhs)	2023-2024 (Rs. in Lakhs)
Loan received from Director	9.41	9.41
Loan from Body Corporate (Common Director)	Nil	3.14

44. ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude to all the Government and Semi Government
Departments and Company''s Bankers, for the assistance and co-operation and encouragement they
extended to the Company. Your Directors also wish to place on record their sincere thanks and
appreciation for the continuing support and unstinting efforts of investors, stakeholders, Reserve
Bank of India, Banks and other regulatory authorities.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
AGARWAL FORTUNE INDIA LIMITED

Sd/- Sd/-

MAHESH KUMAR AGARWAL SHARDA AGARWAL

Managing Director Director

(DIN - 02806108) (DIN - 09520743)

Date: 13.08.2025
Place: Jaipur

---

Mar 31, 2024

Your Directors are pleased to present Thirty-Second (32^nd) Annual Report of AGARWAL FORTUNE INDIA
LIMITED (Formerly known as Devki Leasing and Finance Limited) Report and the Audited Financial Statements
for the year ended 31^stMarch 2024.

1. FINANCIAL PERFORMANCE

a) Financial Results

The Audited Financial Statements of the Company as on 31^st March 2024 are prepared in accordance with
Section 133 of the Companies Act, 2013 read with the rules made thereunder and Indian Accounting Standards
(Ind AS) along with the Auditor''s Report, form part of the Annual Report.

(Rs. in Lakhs)

Particulars	2023-2024	2022-2023
Revenue from operations	738.08	492.34
Other Income	15.96	25.60
Total Income	754.04	517.94
Total Expenses	744.32	509.12
Profit before Tax	9.72	8.83
Less: Tax Expenses	0	(2.57)
Profit (Loss) for the year	9.72	6.26
Add: other Comprehensive Income	-	-
Add: Balance brought forward from Previous Year	(317.84)	(324.10)
Balance carried forward to Balance Sheet	(308.12)	(317.84)

b) STATE OF COMPANY''S AFFAIRS AND RESULTS OF OPERATIONS:

Your Company is engaged in the business of trading in various types of Glasses and Mirrors, providing technical
consultancy services and advisory services and other allied activities relating to industrial glasses and other
categories.

The Highlights of the Company''s performance are as under:

During the year, the Company earned Total Revenue of ^ 738.08 Lakhs as against ^ 492.34 Lakhs in
corresponding previous year and earned a net profit of ^ 9.72 Lakhs.

The Company is continuously exploring and evaluating new Business opportunities and trying to revamp their
Business operations with improvement in the present scenario and new strategies to better its position and
performance and, Directors are further hopeful that business environment shall improve in the near future.

2. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND
THE DATE OF THE REPORT AND CHANGE IN NATURE OF BUSINESS.

During the year under review, there were no material changes affecting the financial position of the company.
Changes in Share Capital

During the Financial Year 2023-24, the Company has forfeited 74,200 partly paid up Equity Shares on which
the shareholders had not paid the outstanding call monies despite several reminders. After forfeiture the final
paid up share capital of the Company is Rs. 3,43,54,000/- (divided into 3435400 equity shares of Rs. 10/- each).
The details about the paid up share capital is duly described in the financial statements which is a part of this
Annual Report.

Except above, during the year under review, the Company has not issued shares with differential voting rights
nor has granted any stock option or sweat equity shares. As on 31^st March 2024, none of the Directors of the
company hold instruments convertible into equity shares of the Company.

THE REVISED CAPITAL STRUCTURE AS ON 31^st MARCH 2024 IS AS FOLLOWS:

S.NO.	SHARE CAPITAL	NOMINAL AMOUNT (RS.)
1.	Authorized Share Capital	375,00,000
2.	Issued Share Capital	3,43,54,000
3.	Paid Up Capital	3,43,54,000

2. DIVIDEND

Your Directors do not recommend any dividend for the financial year 2023-24.

3. TRANSFER TO RESERVES

No amount is proposed to be transferred to the Reserves for the Financial Year 2023-24.

4. DEPOSITS:

During the year under review, your Company did not accept any deposits within the meaning of provisions of
Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

5. CORPORATE SOCIAL RESPONSIBILITY:

The Company''s net worth is below than Rs. 500 Crores, Turnover is less than Rs. 1000 Crores and Net Profit
(Before Tax) is less than Rs. 5 Crores, hence provisions of Section 135 of the Companies Act, 2013 with regard
to Corporate Social Responsibility (CSR) are not applicable to the company.

6. INVESTOR RELATIONS HR):

Investor Relations (IR) as the touch point for the Investor Community whereby information relating to the
Company is disseminated uniformly and widely. This helps the investor Community to access a seamless
channel of communication of the Company''s business activities, strategy and prospects and allows them to
make an informed judgment about the Company. The Company continues to interact with all types of funds
and investors to ensure a diversified shareholder base in terms of geographical location, investment strategy
and investment horizon. The company follows all regulatory guidelines while disseminating the information.

In order to ensure accurate, transparent and timely information flow, the IR department holds the following
activities:

- Provides detailed updates on the Company''s performance on the stock exchanges immediately after
the release of quarterly results.

- Meetings with investors to brief them about the Company''s ongoing performance/ initiatives and
respond to their queries and concerns.

The company allows investors to determine whether a company is a good investment for their needs. Investor
Relations departments are sub-departments of public relations (PR) departments and work to communicate
with investors, shareholders, government organizations, and the overall financial community.

7. SUBSIDIARY, ASSOCIATE COMPANIES OR JOINT VENTURE:

The Company does not have any Holding, Subsidiary, and Joint Venture or associate Company during the year
under review.

8. ANNUAL RETURN:

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 2023-24 is available on the Company''s website at web link-
https://agarwalfortune.com/investor-relation/annual-return/.

9. CHANGE IN REGISTRAR AND TRANSFER AGENT:

During the year under review, there was no change in the Registrar and Transfer Agent of the Company.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors consists of a balanced profile of members specializing in different fields that enables it
to address the various business needs of the company, while placing very strong emphasis on corporate
governance.

At the year ended March 31, 2024, the composition of the Board Members are as follows:

BOARD OF DIRECTORS

Mr. Mahesh Kumar Agarwal Managing Director

Mrs. Sharda Agarwal Non-Executive, Women Director

Mrs. Archana Gupta Non-Executive, Independent Director

Mrs. Neha Saini Non-Executive, Independent Director

CHIEF FINANCIAL OFFICER:

Mr. Ankit Gupta (appointedon 11^th March, 2024)

COMPANY SECRETARY:

Ms. Aditi Parmar

(a) DIRECTORS: During the year, no changes took place in the Board of Directors of the Company.

(b) KEY MANAGERIAL PERSONNEL:

During the year under review, following appointments and resignations of Key Managerial Personnel took
place:

CHIEF FINANCIAL OFFICER -

Mr. Amit Kumar Agarwal, who was appointed on 30th May, 2022 and resigned on 29.02.2024 as Chief Financial
Officer of the Company.

Mr. Ankit Gupta was appointed on 11^th March, 2024, as Chief Financial Officer of the Company.

RETIRE BY ROTATION-

Section 152 of the Act provides that unless the Articles of Association provide for the retirement of all directors
at every AGM, not less than two-third of the total number of directors of a public company (excluding the
independent directors) shall be persons whose period of office is liable to determination by retirement of
directors by rotation. Accordingly, Mrs. Sharda Agarwal, Non Executive Director (DIN: 09520743), retires by
rotation at this ensuing 32^ndAnnual General Meeting, and being eligible, offers himself for re-appointment.

DISQUALIFICATIONS OF DIRECTORS-

During the year, declarations were received from the Directors of the Company pursuant to Section 164 of the
Companies Act, 2013. The Board appraised the same and found that none of the director is disqualified for
holding office as director. Further, the Certificate from Practicing Company Secretary as per the certifying that
none of the directors of the company disqualified for holding office as director of the Company is enclosed
with this Board Report.

DECLARATION BY INDEPENDENT DIRECTORS-

Independent Directors have given declaration that they meet the criteria of independence as per Regulation
16 (1) (b) SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and as per the criteria
provided in the Section 149 of the Companies Act, 2013.

In the opinion of the Board, the Independent Directors fulfill the conditions relating to their status as
Independent Directors as specified in Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015.Independent Directors are not liable to retire by

rotation, in terms of Section 149(13) of the Act.

All the Independent Directors of the Company haven rolled their names in the database of Independent
Directors maintained by Indian Institute of Corporate Affairs (IICA) in terms of the regulatory requirements.
The independent directors were unable to take the online proficiency self-assessment test required by the IICA
due to scheduling conflicts. As a result, their ID Databank profiles were disabled for not completing the test
within two years of registration. However, their profiles have since been restored and they have been granted
a one-year extension to pass the online self-assessment.

BOARD DIVERSITY-

As per the requirement under the Regulation 19(4) read with Schedule II, Part D of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and such other regulatory
provisions, as applicable the Nomination and Remuneration Committee (the ''NRC'') is required to devise a
policy for having diversity on the board of directors (the ''Board''). The board diversity policy (the ''Policy'') sets
out the approach to achieve adequate diversity on the Board of the Agarwal Fortune India Limited (Formerly
known as Devki Leasing and Finance Limited).

11. COMMITTEES OF THE BOARD OF DIRECTORS:

The Company has constituted the following committees which have been constituted as a part of the good
corporate governance practices and the same are in compliance with the requirements of the relevant
provisions of applicable laws and statutes of the Companies Act 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015:

a. Audit Committee

b. Nomination & Remuneration Committee

c. Stakeholders Relationship Committee

The brief description with respect to Committees, their compositions, powers, roles, and terms of reference,
Meetings held and attendance of the Directors at such Meetings of the Committees are given in detail in the
Report on Corporate Governance of the Company which forms part of this Report.

a) Audit Committee-

The Company has an adequately qualified and experienced Audit Committee with Mrs. Archana Gupta
(Chairman), Mrs. Neha Saini and Mr. Mahesh Kumar Agarwal as Members. The recommendations of the Audit
Committee were duly approved and accepted by the Board.

b) Nomination& Remuneration Committee-

The Company has Nomination and Remuneration Committee (includes the matters specified in Part D of
Schedule II to the SEBI (LODR) Regulations, 2015 which broadly includes determination and recommendation
for appointment/removal of Executive, Non-Executive and Independent Directors to the Board etc.) with Mrs.
Archana Gupta (Chairman), Mrs. Neha Saini and Mrs. Sharda Agarwal as Members. The recommendations of
the Nomination & Remuneration Committee were duly approved and accepted by the Board.

c) Stakeholders Relationship Committee -

The Company has Stakeholders Relationship Committee to consider and resolve the grievances of the security
holders including complaints related to transfer of shares, non-receipt of annual report and non-receipt of
declared dividends etc. with Mrs. Archana Gupta, Mrs. Neha Saini and Mrs. Sharda Agarwal (Chairperson), as
Members. The recommendations of the Stakeholders Relationship Committee were duly approved and

accepted by the Board.

12. MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES:

a) Board Meetings: During the year under review the Board has met 6 (SIX) times viz. 26.05.2023,
09.08.2023, 02.09.2023, 07.11.2023, 12.02.2024 and 11.03.2024. The details of meetings of the Board
and the attendance of Directors are provided in the Corporate Governance Report. The board
meeting scheduled to be held on 28.08.2023, stands cancelled due to inclusion of certain other
agenda items.

b) Committee Meetings: During the year under review, the Committees duly met and the details of the
the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate
Governance Report.

c) Separate Meeting of Independent Directors / Independent Directors Training: During the year under
review, a separate meeting of Independent Directors of the Company was held on 27^th March 2024,
without the presence of other Directors and members of Management. The Independent Directors
reviewed the performance of Non-Independent Directors and the Board as a whole, performance of
Chairperson of the Company and assessed the quality, quantity and timelines of flow of information
between the Company management and the Board.

d) Web-link for Familiarization Program: Details of the attendance of the Directors at such meeting and
details about familiarization program are available on the Company''s website at web link-
https://agarwalfortune.com/investor-relation/familiarisation-program-to-independent-directors/ .

13. PERFORMANCE EVALUATION OF THE BOARD AND INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 134(3)(p) of Companies Act 2013 and Regulation 25(4) and 17(10) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration
Committee of the Company has defined the evaluation criteria and procedure for the Performance Evaluation
process for the Board, its Committees, and Directors.

The Board of Directors has carried out an annual performance evaluation of its own performance, the Directors
and the Committees. Performance evaluation of independent Directors was in accordance with Regulation
17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which is done by the entire
board, excluding the director being evaluated. The performance evaluation of the Chairman and the Non¬
Independent Directors was carried out by the Independent Directors, who also reviewed the performance of
the Board as a whole. The criteria on the basis which the evaluation has been carried out are explained in the
Corporate Governance Report.

The performance of the board was evaluated by the board after seeking inputs from all the Directors on the
basis of criteria such as board composition and structure, effectiveness of board processes, information and
functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange
Board of India.

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 the committee, effectiveness of committee
meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual director
on the basis of criteria such as the contribution of the individual directors to the board and committee meeting
like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in
meeting, etc.

14. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge
and ability, confirm that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed
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 and loss 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;

d) The Directors had prepared the annual accounts on a going concern basis; and

e) The Directors, in the case of a listed company, had laid down internal financial controls to be followed
by the company and that such internal financial controls are adequate and were operating effectively.
The Directors have laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively.

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

15. AUDITORS:
a) Statutory Auditors-

The Members of the Company at the 31^stAGM held on 27^th September, 2023, appointed M/s Jethani and
Associates, Chartered Accountants, Jaipur (ICAI Firm Registration No.010749C) as Statutory Auditors of the
Company for a period of 1 year to hold office from the conclusion of 31^st AGM till the conclusion of the
32^NDAGM of the Company. The Statutory Auditors have confirmed that they are not disqualified from
continuing as Auditors of the Company.

The Statutory Auditors'' Report does not contain any qualifications, reservations or adverse remarks on the
financial statements of the Company for the financial year 2023-24.

Explanation to Auditor''s Remark-

The Auditors'' Report read with relevant notes are self-explanatory and not required any comments or
Explanation.

Reporting of fraud by Statutory Auditors-

There was no fraud in the Company, which was required to report by Statutory Auditors of the Company under
sub-section (12) of section 143 of Companies Act, 2013.

Appointment of Statutory Auditor for the Financial Year 2024-25:

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, The Board has
recommended the appointment of M/s Jethani and Associates, Chartered Accountants (ICAI Firm Registration
No.010749C), as Statutory Auditors of the Company for a period of one year in the ensuing Annual General
Meeting held for F.Y. ending on 31st March 2024 till the conclusion of Annual General Meeting to be held for
F.Y. ending on 31st March 2025.

b) Secretarial Auditor and their Report-

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed CS
Monika Gupta, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2023-24. The
Secretarial Audit Report for the financial year ended March 31^st, 2024 is annexed herewith marked as
Annexure I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or
adverse remark.

c) Cost Record and Cost Audit-

Your company does not fall within the provisions of Section 148 of Company''s Act, 2013 read with the
Companies (Cost records & Audit) Rules, 2014, therefore no such records required to be maintained.

d) Internal Auditor-

Pursuant to the provisions of Section 138 of the Act read with Rule 13(1)(a) of Companies (Accounts) Rules,
2014, the Board of Directors of the Company has appointed M/s ASAR & ASSOCIATES, Chartered Accountants
(ICAI Firm Registration No. (FRN: 019461C), Firm to conduct internal audit reviews for the Company.

16. DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The prescribed particulars of employees 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 is enclosed
as Annexure II and forms the part of this Board Report.

17. PARTICULARS OF EMPLOYEES:

During the year, none of the employee of the company is drawing remuneration in excess of Rs.1,02,00,000/-
per annum or Rs. 8,50,000/- per month. Your Company is presently working with four Directors, one CFO and
one CS. There are no other employees in the company. None of the employees was in receipt of remuneration
in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.Hence, disclosure pursuant to provisions of Section 197(12) of the
Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is not required to be given.

18. CORPORATE GOVERNANCE REPORT:

As per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirement) Regulations, 2015 ("SEBI (LODR) Regulations, 2015") the corporate governance provisions as
specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation
(2) of regulation 46 and Para C , D and E of Schedule V are not applicable on the Company.

However, your Company believes in Good Corporate Governance Practices, so the Directors present the
Report on Good Corporate Governance for the year ended 31^st March 2024 to have more transparency and
disclosures and the same is attached with this report as Annexure - III.

19. NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178(3) of the Companies Act, 2013, and Regulation 19 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee
has formulated a policy relating to the remuneration for the Directors, Key Managerial Personnel (KMP) and
other employees which is being approved and adopted by the Board and has been posted on the website of
the Company and can be accessed through web site https://agarwalfortune.com/investor-relation/corporate-
governance/nomination-and-remuneration-policy/

The policy is also annexed as Annexure- IV forming part of this Board Report.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Statement in pursuance of requirement of Para B of Schedule V SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as
Annexure - V.

21. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY:

The Company has comprehensive Internal Financial Controls system for all major processes including financial
statements to ensure reliability of reporting. The system also helps management to have timely data on various
operational parameters for effective review. It also ensures proper safeguarding of assets across the Company
and its economical use. The internal financial controls system of the Company is commensurate with the size,
scale and complexity of its operations. The system and controls are periodically reviewed and modified based
on the requirement.

The internal and operational audit is entrusted to M/s ASAR & ASSOCIATES, Chartered Accountants (ICAI Firm
Registration No. (FRN: 019461C). The main thrust of internal audit is to test and review controls, appraisal of
risks and business processes, besides benchmarking controls with best practices in the industry. Based on the
audit observations & suggestions, follow up & remedial measures are being taken on a regular basis.

22. DIVIDEND DISTRIBUTION POLICY:

Your company doesn''t fall under the criteria, as required under Regulation 43A of the Listing Regulations.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has neither made any loans and investments nor has given any
guarantee or provided any security in connection with a loan to any other body corporate or person within the
meaning of Section 186 of Companies Act, 2013. For further details, please refer Notes to the Financial
Statements.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related
parties were in its ordinary course of business and on an arm''s length basis. During the year under review, the
Company had not entered into any contract / arrangement / transaction with related parties which could be
considered material in accordance with the policy of the Company on materiality of related party transactions
or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of
the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as
approved by the Board is available on the Company''s website and can be accessed
https://agarwalfortune.com/investor-relation/corporate-governance/nomination-and-remuneration-policy/.

During the year under review, the Policy on Materiality of Related Party Transactions and on dealing with
Related Party Transactions was amended to align it with the amendments in the Listing Regulations.

Members may refer to Note no. 34 of the Standalone Financial Statement which sets out related party
disclosures pursuant to Ind AS forming part of this Annual Report.

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

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

The steps taken or impact on conservation of energy:

i. The operations of your Company are not energy intensive. However, adequate measures have been initiated
to reduce energy consumption.

ii. The capital investment on energy conservation equipment''s: Nil

B. Technology Absorption :

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

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

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the
Financial Year): Not Applicable.

iv. Company has not incurred any expenditure on Research and Development during the year under review.

C. Further there was neither inflow nor outflow of foreign exchange during the year.

26. RISK MANAGEMENT:

The Company recognizes that risk is an integral and unavoidable component of business and is committed to
managing the risk in a proactive and efficient manner. The Company as part of business strategy has in place
a mechanism to identify, assess, monitor risks and mitigate various risks with timely action.

27. PREVENTION OF INSIDER TRADING:

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 and Provisions of Section 195 of the
Companies Act, 2013 provides that no person, which includes any director or key managerial personnel of a
company, was not involved in the insider trading. The listed entity shall devise a framework to avoid insider
trading and abusive self-dealing.

The Board of Directors have adopted the Code of Fair Disclosure for the Company and would ensure that the
Management adheres to this code to make the Unpublished Price Sensitive Information of the Company would
be made available to the general public as soon as it is possible for the Company to do so. The Company
recognizes that strict observance of the Code is a basic pre-requisite for ensuring full confidentiality of all
"unpublished price sensitive information" and to build general investor confidence and stakeholder credibility.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no other significant material orders passed by the Regulators/Courts/Tribunals impacting the going
concern status of the Company and its future operations.

29. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies
(Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, the Company has in place
a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors and
employees to report instances of illegal activities, unethical behavior, actual or suspected, fraud or violation
of the Company''s Code of Conduct or Ethics Policy. It also provides for adequate safeguards against
victimization of persons who use this mechanism and direct access to the Chairman of the Audit Committee in
exceptional cases. During the year under review, no protected disclosure concerning any reportable matter in
accordance with the Vigil mechanism and Whistle Blower policy of the Company was received by the Company.
The Whistle Blower Policy has been posted on the website of the company www.devkileasing.com

30. COMMISSION RECEIVED BY DIRECTORS FROM HOLDING/SUBSIDIARY COMPANY:

The Company does not have any holding/ subsidiary company. Hence provisions of Section 197(14) of
Companies Act, 2013 are not applicable to the Company.

31. CHIEF FINANCIAL OFFICER AND MANAGING DIRECTOR CERTIFICATION:

As required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Chief Financial Officer of the Company have certified to the Board regarding the Financial Statements
for the year ended 31st March, 2024 and the same forms part of this Board Report.

32. VOTING RIGHTS OF EMPLOYEES:

During the year under review the company has not given loan to any employee for purchase of its own shares
as per section 67(3) (c) of Companies Act, 2013.

33. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not issued shares under employee''s stock options scheme pursuant to provisions of Section
62 read with Rule 12 of Companies (Share Capital and Debenture) Rules, 2014.

34. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued sweat equity shares pursuant to provisions of Section 54 read with Rule 8 of
Companies (Share Capital and Debenture) Rules, 2014 and SEBI (issue of sweat equity) Regulations, 2002
during the Financial Year.

35. LISTING AT STOCK EXCHANGE:

The Equity shares of the Company are listed in the Bombay Stock Exchange Limited, Mumbai (BSE) and the
Listing fees have been duly paid.

36. INSURANCE:

The Company''s assets are adequately insured against the loss of fire and other risks, as consider necessary by
the Management from time to time.

37. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, is not applicable to the Company for the financial year ending
March 31, 2023.

38. DEPOSITORY SERVICES:

The Company''s Equity shares have been admitted to the depository mechanism of the National Securities
Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL) .The Company has been
allotted ISIN No. INE510B01018.

39. ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s
policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances
environmental regulations and preservation of natural resources.

40. HUMAN RESOURCES/INDUSTRIAL RELATIONS:

The Human Resource development team strives to empower employees across the company with required
competencies through up skilling, providing role clarity, adequate resources to motivate them and help them
realize their maximum potential. Company''s Industrial relations continued to be healthy, cordial and
harmonious work environment through several welfare, health and safety initiative across facilities and offices
during the period under review.

41. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND CONSTITUTION OF INTERNAL COMPLAINTS
COMMITTEE:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made
there under. The Policy aims to provide protection to employees at the workplace and prevent and redress
complaints of sexual harassment and for matters connected or incidental thereto, with the objective of
providing a safe working environment, where employees feel secure.

An Internal Complaints Committee is in place to redress complaints received regarding sexual harassment.
Further, during the year 2023-24 no grievance/complaint was reported from any employee.

42. COMPLIANCE OF SECRETARIAL STANDARD:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board
of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

43. PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE E-VOTING AND E-VOTING AT THE
AGM:

Your Company is providing E-voting facility as required under section 108 of the Companies Act, 2013 read
with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM
will be conducted through VC/OVAM and no physical meeting will be held and your company has make
necessary arrangements with NSDL to provide facility for remote e-voting and e-voting at AGM. The details
regarding e-voting facility is being given with the notice of the Meeting.

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

There are no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016
(31 of 2016) during the year.

42. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILETAKING LOANS FROM THE BANKS OR FINANCIAL
INSTITUTION ALONGWITH THE REASONS THEREOF:

There are no such events occurred during the period from 01^stApril, 2023 to 31^stMarch, 2024, thus no valuation
is carried out for the one-time settlement with the Banks or Financial Institutions.

43. LOANS FROM DIRECTORS AND DIRECTORS RELATIVES:

Subject to the Companies (Acceptance of Deposits) second Amendments Rules 2015, Company has accepted
Loans from Directors and their relatives after receiving a declaration in writing to the effect that the amount
is not being given out of funds acquired by them by borrowing or accepting loans or deposits from others. The
details of the amount Received during the financial year are as follows:

Particular	2023-2024 (In lakh)	2022-2023 (In lakh)
Loan from Director	9.41	9.41
Loan from Body Corporate (Common Director)	3.14	1.65

44. ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude to all the Government and Semi Government Departments and
Company''s Bankers, for the assistance and co-operation and encouragement they extended to the Company.
Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support
and unstinting efforts of investors, stakeholders, Reserve Bank of India, Banks and other regulatory authorities.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

AGARWAL FORTUNE INDIA LIMITED

(Formerly known as Devki Leasing & Finance Limited)

Sd/- Sd/-

MAHESH KUMAR AGARWAL SHARDA AGARWAL

Managing Director Director

(DIN - 02806108) (DIN - 09520743)

Date:12.08.2024
Place: Jaipur

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Mar 31, 2014

Dear members,

The Directors submit the Annual Report of the Company along with the audited financial statements for the financial year ended March 31, 2014.

FINANCIAL RESULTS

(Amount in Lacs) Particulars As on 31.03.2014 As on 31.03.2013

Revenue from operations 7.38 10.62

Other Income 0.211 0.08

Operating Expenditure 13.09 19.07

Interest & Depreciation 2.25 2.25

Profit before Tax -7.74 -10.62

Provisions for Tax -0.58 -0.32

Profit after Tax -07.15 -10.30

COMPANY''S PERFORMANCE & FUTURE OUTLOOK

During the year under review the company has earned the revenue of Rs. 7.38 Lacs. In the financial year 2013-14 the financial sector remain subdued, hence the profit from operations of sale purchase of shares has not been earned. Your directors are taking various initiatives for overall better performance of the company.

The last year was one of worst year and adversely affected due to the slowest growth rate in more than a decade, In the current year also the company is continued to experience sluggish growth and hence revenue growth during this year is also decreased. GDP growth for the financial year 2013-14 is estimated at 4.9% as compared to the growth rate of 4.5% in the previous year. The RBI and the Government have taken notable steps in FY 2013-14 to address the economic headwinds. Your director''s also hope for improvement in the performance of the company as the steps for development will be taken by the government which ultimately leads to financial sector reforms in coming days and henceforth implementation of innovative and effective decisions.

DIVIDEND

Your directors do not recommend any dividend due to losses in current financial year.

DIRECTOR

The Board in its meeting held on 30th July, 2014 has appointed Mrs. Sarita Bindal as the Additional Director as Nonexecutive Promoter Director of the Company till the ensuing AGM of the Company. The Company has received notice in writing from the members as required under section 160 of the Companies Act 2013 for proposal for her appointment as Director of the Company liable to retire to rotation at the ensuing Annual General Meeting.

Mr. Rajesh Khandelwal has resigned from the directorship of the Company in the Board Meeting held on 30th July 2014. The Board considered and appreciated valuable guidance and support extended by Mr. Rajesh Khandelwal as Independent Director of the Company.

Mr. Sudhir Bindal has been re-appointed as Managing Director of the Company by the Board for a period of three years commencing from 1st October 2014 subject to approval of the Members in the ensuing AGM, pursuant to the provisions of sections 196, 197, 203 and other applicable provisions if any, of companies act 2013.

Further Mr. Kamlesh Kasliwal and Mr. Manoj Kumar Singh the existing Independent Directors are further proposed to be appointed as Independent Directors for a term of 5 years as per requirement of section 149 of the Companies Act, 1956 as well as Clause 49 of the Listing Agreement to hold the office till 31st March, 2019. The Company has received notice in writing from the members as required under section 160 of the Act for proposal for appointment of both the Independent Directors of the Company at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, and based on the representation received from the operating management, the Directors hereby confirm that:

I. in the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departures;

II. they have selected such accounting policies and applied them consistently and made judgments and estimates that have been 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 the year under review;

III. They have taken proper and sufficient care to the best of their Knowledge and ability for the maintenance of adequate accounting records in accordance with the provision of this Act. They confirm that there are adequate systems and controls for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities ;

IV. they have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis;

AUDITORS

M/s A.B. Doshi & Co., Chartered Accountants, Indore, statutory auditors of the Company, hold the office until the ensuing Annual General Meeting. The said Auditors have furnished the Certificate of their eligibility for re-appointment.

Pursuant to the provisions of section 139 and other applicable provisions, if any, of Companies Act, 2013 read with Rule 3 of Companies (Audit and Auditors) Rules, 2014, it is proposed to appoint M/s A.B. Doshi & Co., Chartered Accountants (ICAI Firm Registration No. 001577C), the retiring Auditors of the Company as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of the twenty-fifth AGM of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM) on such remuneration as may be decided & fixed by the board on the recommendations of the Audit Committee.

The Auditors'' Report read with relevant notes are self explanatory, except note no. 1.8 and note no. 21 of the notes to accounts read with last Para of the Auditors Report.

Note no. 1.8, specifically relates to retirement benefits as the Company has not provide gratuity, privilege leave and other retirement benefits as the company follows the practice of accounting for the retirement benefits as and when paid. And note no. 21 relates to no provision for interest on the Secured Loan - the Company has not made provision for interest on the Secured Loan given by Dena Bank as the matter is in litigation and the same shall be accounted on the settlement of case.

SUBSIDIARY COMPANY

As on date the Company has no subsidiary Company as the Company has disposed off the shares of its subsidiary company, Devki Cyber Securities Private Limited, on 30.07.2014.

The Ministry of Corporate Affairs, Government of India has issued a Circular No.2 / 2011 dated 8th February 2011 granting general exemption to Companies under section 212 (8) from attaching the documents referred to in section 212 (1) pertaining to its subsidiaries, subject to approval by the Board of Directors of the Company and furnishing of certain financial information in the Annual Report. The Board of Directors of the Company have accordingly accorded approval to the Company dispensing with the requirement of attaching to its Annual Report the annual audited accounts of the Company''s subsidiaries. Accordingly, the Annual Report of the Company does not contain the individual financial statements of these subsidiaries, but contains the audited consolidated financial statements of the Company, its subsidiaries and associate.

The Annual Accounts of this subsidiary company as on 31st March 2014 and the related detailed information will be made available to the shareholder seeking such information at any point of time. The annual accounts of the Subsidiary company will also be kept for inspection by any shareholder at its registered / corporate office and that of the concerned subsidiary company. The statement pursuant to the approval under section 212 (8) of the Companies Act, 1956 is annexed together with the Annual Accounts of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared as per the Accounting Standard AS21 and Accounting AS 23, consolidating the Company''s accounts with its subsidiary have also been included as part of this Annual Report.

FIXED DEPOSITS

Your Company has not accepted or invited any deposits from public within the meaning of Section 58A of the Companies Act, 1956 during the year under review and that there is no overdue unpaid/unclaimed deposit as at 31st March, 2014.

PARTICULARS OF EMPLOYEES ETC

Your company did not have any person in employment that, if employed throughout the financial year or part thereof, was in receipt of remuneration, particulars of which are required to be included in this report as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

ENERGY CONSERVATION AND OTHER REPORTING U/S 217(1) (E)

The provisions of Energy Conservation in terms of section 217 (1)(e) of the Companies Act, 1956, are not applicable on the Company.

Your Company also did not have any foreign exchange earnings or out go your Directors place on record their sincere appreciation for the devoted performance of the employees of the Company at all levels.

COMPLIANCE CERTIFICATE

Your Directors have obtained a Compliance Certificate from Practicing Company Secretary, pursuant to Rule 3 of Companies (Compliance Certificate) Rules, 2001 which is forming part of this report as Annexure - I.

CORPORATE GOVERNANCE REPORT

Report on Corporate Governance as required under the Listing Agreements with the Stock Exchanges along with the certificate of the Auditors, M/s. A.B. Doshi & Co, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are attached to this report as Annexure II.

MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Management Discussion and Analysis statement as required under the Listing Agreements with the Stock Exchanges are attached to this report as Annexure - III.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to all the Government and Semi Government Departments and Company''s Bankers, for the assistance and co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Customer, Vendors Employees and all other Stakeholders in ensuring an excellent all around operational performance.

For and on behalf of the Board of Directors DEVKI LEASING & FINANCE LIMITED

PLACE: Indore DATE: 30.07.2014

SUDHIR BINDAL CHAIRMAN OF THE MEETING

Registered Office: "Velocity", 18-A Scheme No 94 C, Ring Road, Indore (M.P.) 452010

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Mar 31, 2011

The Members of, Devki Leasing & Finance Limited, Indore

The directors have pleasure in presenting their Nineteenth Annual Report of your company together with audited accounts for the year ended on 31st March, 2011.

State of Company's Affairs:

Financial Results Amount (Rs in Lakhs)

Particulars 31st March, 2011 31st March 2010

Total Income 17.37 8.90 Depreciation 2.24 2.25

Interest & Fin Charges 0.00 37.84

Other Total Expenditure 55.89 78.21

Profit before Tax -40.77 -109.40

Tax provisions -0.11 -0.26

Net Profit for the year -40.66 -109.14

Balance b/f (Reserve and Surplus) -108.95 0.19

Carried to Balance Sheet -149.61 -108.95

Operations and Future Outlook:

In the Current scenario company has earned income from its business operations of Rs.17.37 lacs which has increased as compared to previous income of Rs.8.90 lacs. Losses after Depreciation and Taxes are Rs. 44.66 lacs which is decrease as compared to the previous year losses of Rs.109.14 lacs as the Company has not made any provision for the Interest as the same is made NPA by the Bank.

Due to high and fluctuating interest rate and regular changes in the Monetary Policy by the Reserve Bank of India through the Base Rate, the business of Leasing and Finance has adversely affected and specially small NBFC Companies are not able to sustain in this competitive world where large amount of Capital is required. Your directors are continuously making the efforts in the better interest of all the stakeholders of the Company.

Dividend:

Owing to inadequacy of profit, your directors do not recommend any dividend for this financial year.

Directors Responsibility Statement:

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, we confirm that:

01. in the preparation of the annual accounts, the applicable accounting standards have been followed;

02. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that have been 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 loss of the company for the year under review ;

03. 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 frauds and other irregularities

04. the directors had prepared the annual accounts for the financial year ended 31st March, 2011 on a “going concern” basis ;

Directorate:

Shri Rajesh Khandelwal retires by rotation and being eligible offers himself for reappointment. There is no other change in the composition of the Board of the Company.

Auditors:

M/s. A.B.DOSHI & CO., Chartered Accountants, Indore, the Statutory Auditors of the Company are retiring at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The Auditors' Report, read with relevant Notes is self explanatory and needs no further clarification.

Compliance Certificate

Your Directors have obtained a Compliance Certificate from Practicing Company Secretary, pursuant to Rule 3 of Companies (Compliance Certificate) Rules, 2001 which is forming part of this report as Ann. - 1.

Corporate Governance & Management Discussion and Analysis:

In terms of Clause 49 of the Listing Agreement, Board Report on Corporate Governance is forming part of this Balance Sheet. Management Analysis and Discussion report is also annexed herewith by the Board as Annexure 2 and 3.

Subsidiary Company:

In terms of Sec 212 of the Companies Act, 1956, the full annual accounts of Devki Cyber Securities Private Limited are annexed herewith.

Public Deposits:

Your company has not accepted or invited any deposits from public within the meaning of Section 58 A of the Companies Act, 1956.

Particulars of Employees etc:

Your company did not have any person in employment who was in receipt of remuneration, whose particulars are to be included here under Sec 217 (2A) of the Companies Act read with Companies (Particulars of Employees) Rules 1975.

Energy Conservation and other Reporting u/s 217(1) (e):

The provisions of Energy Conservation in terms of section 217 (1)(e) of the Companies Act, 1956, are not applicable on the company. Almost entire project technology in the company is indigenous, which needs no adaptation.

Your company also did not have any foreign exchange earnings or out go your Directors place on record their sincere appreciation for the devoted performance of the employees of the company at all levels.

Appreciation

Your Directors wish to place on record their appreciation for the continued co-operation and support given to the Company by its Customers, Shareholders, Bankers, and Central & State Governments including all those associated with the Company

For and on behalf of the Board of Directors of DEVKI LEASING & FINANCE LTD

SUDHIR KUMAR BINDAL Chairman & Managing director Devki Leasing & Finance Limited, Annexure - 1

PLACE: INDORE DATE : 30th June, 2011

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Mar 31, 2010

The directors have pleasure in presenting their eighteenth Annual Report of your company together with audited accounts for the year ended on 31st March, 2010.

State of Companys Affairs:

Financial Results Amount (Rs in Lakhs)

Particulars 31st March. 2010 31st March 2009

Total Income 8.90 37.98

Depreciation 2.25 2.62

Interest & Fin Charges 37.83 38.66

Other Total Expenditure 78.21 30.82

Profit before Tax -109.40 -34.12

Tax provisions 0.26 -0.09

Net Profit for the year -109.14 -34.03

Balance brought forward 6.14 40.17

Carried to Balance Sheet -103.00 6.14

Operations and Future Outlook:

During the year under review, income from operations has been reduced to Rs.8.90 lacs as compared to Rs.37.98 lacs in the previous year. The Loss before Depreciation and Taxation stood at Rs.107 lacs. After providing for depreciation and taxation, the Company has registered a Net Loss of Rs.109 lacs as against loss of last year of Rs.34 lacs in the previous year. There is a continuous negative growth in the Company.

During the year under review capital markets worldwide faced a major crisis due to the sub- prime and credit crisis in USA as well . as all the major economies of the world. The crisis led to recession and downturn in economies the world over.

The Indianeconomy and the Capital market were also not insulated from this downturn. The finance Industry during the year under review remained under tremendous pressure hut with the Governments continued efforts towards liberalization and Globalization process this area is likely to continue to grow in the years to come. Since finance for industries is like blood for human Body, without finance Industrialization is not possible and with an improvement in market sentiments, the management of your company expects to improve the financials of your company.

The Leasing and Finance business largely depends on the corporate performance and economic growth. The Corporate performance were badly affected with the economic slowdown and frequent changes in Bank Rate, Repo Rate and other measures taken by the Reserve Bank of India The Industry is largely dependent on the overall growth of the other industries, which are under revival stage. The finance business is likely to get good business in the years to come, if the service of the Company is maintained upto the satisfaction of the customers. The Company has a competitive policy to maintain the business. The Financial performance during the year ended 31st March, 2010 has not satisfactory due to general depression market conditions and overall economic slowdown. The Company expects better performance in the years to come.

Dividend:

Owing to inadequacy of profit, your directors do not recommend any dividend for this financial year. Directors Responsibility Statement:

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, we confirm that:

01. in the preparation of the annual accounts, the applicable accounting standards have been followed;

02. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that have been 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 loss of the company for the year under review;

03. 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 frauds and other irregularities

04. the directors had prepared the annual accounts for the financial year ended 31st March, 2010 on a "going concern" basis;

Directorate:

Shri Manoj kumar Singh retires by rotation and being eligible offers himself for reappointment. There is no other change in the composition of the Board of the Company.

Auditors:

M/s. A.B.DOSHI & CO., Chartered Accountants, Indore, the Statutory Auditors of the Company are retiring at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The Auditors Report, read with relevant Notes is self explanatory and needs no further clarification.

Corporate Governance & Management Discussion and Analysis:

In terms of Clause 49 of the Listing Agreement, Board Report on Corporate Governance is forming part of this Balance Sheet. Management Analysis and Discussion report is also annexed herewith by the Board.

Compliance Certificate

Your Directors have obtained a Compliance Certificate from Practicing Company Secretary, pursuant to Rule 3 of Companies (Compliance Certificate) Rules, 2001 which is forming part of this report.

Subsidiary Company:

In terms of Sec 212 of the Companies Act, 1956, the full annual accounts of Devki Cyber Securities Private Limited are annexed herewith.

Public Deposits:

Your company has not accepted or invited any deposits from public within the meaning of Section 58 A of the Companies Act, 1956.

Particulars of Employees etc:

Your company did not have any person in employment who was in receipt of remuneration, whose particulars are to be included here under Sec 217 (2A) of the Companies Act read with Companies (Particulars of Employees) Rules 1975.

Energy Conservation and other Reporting u/s 217(1) (e):

The provisions of Energy Conservation in terms of section 217 (1)(e) of the Companies Act, 1956, are not applicable on the company. Almost entire project technology in the company is indigenous, which needs no adaptation.

Your company also did not have any foreign exchange earnings or out go your Directors place on record their sincere appreciation for the devoted performance of the employees of the company at all levels.

For and on behalf of the Board of Directors of

DEVKI LEASING & FINANCE

LTD PLACE: INDORE

DATE: 30th June, 2010

SUDHIR KUMAR BINDAL

Chairman & Managing director