Directors Report of Avasara Finance Ltd.

Mar 31, 2025

Your Directors'' have pleasure to present the Thirty-First Annual Report of your Company, Avasara Finance Limited for the financial year ended March 31, 2025. In line with the requirements of the Companies Act, 2013 and the rules framed thereunder, this report covers the financial results and other developments during the Financial Year 1^st April 2024 to 31st March 2025.

1. SUMMARY OF OPERATIONS/RESULTS

The financial results of the Company for the year ended March 31, 2025 compared to the previous year are summarized below:

(Rupees in Lacs)
Particulars	March 31, 2025	March 31, 2024
Revenue from Operations	-	133.00
Other Income /Loss	-	-
Total Expenditure	44.61	111.32
Net Profit/(Loss) before tax	( 44.61)	21.68
Current Tax	0	0
Tax Expense for earlier years	0	0
Net Profit/(loss) after Tax	(44.61 )	21.68

2. COMPANY''S AFFAIRS

Your Company''s business revenue during the year is Nil and incurred a loss of Rs. (44.61) lacs for the financial year 2024-25 as against the revenue of Rs. 133 lacs and net profit after tax of Rs. 21.68 lacs in the previous financial year 2023-2024.

3. PERFORMANCE AND FUTURE PROSPECTS

Your Company has prepared the Financial Statements in accordance with Indian Accounting Standards ("IND AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) Rules, 2016. The Company has adopted IND AS from 1^st April 2018 with effective transition date of 1^stApril, 2017 and accordingly, these Financial Statements together with the Financial Statements for the comparative reporting period have been prepared with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 ("the Act") read with relevant Rules issued thereunder and the other accounting principles generally accepted in India.

During the year 2024-25 the company had not generated any revenue and the loss incurred was Rs. 44.61 lacs. However, the Company is looking at various opportunities for expanding the business including other area of lending and building a loan book and engage in the distribution, dealing, and broking of all financial assets, including but not

limited to mutual funds, portfolio management services (PMS), alternative investment funds (AIF), market-linked debentures (MLDs), bonds, corporate deposits, bank deposits, pre-IPO and unlisted shares, structured products, and other financial instruments.

4. CHANGE IN THE MANAGEMENT OF THE COMPANY

During the year under review there have been significant changes in the constitution of the

Board of Directors as follows:

1. Ms. Uma Prasad Bontha resigned due to pre-occupation as Non-executive Independent Director on 09^th August, 2024.

2. Ms. Deepthi Donkeshwar was appointed as an Additional Non-executive Independent Director on 14^th November, 2024.

3. There was change in the designation of Mr. Sabarinath Gopalakrishnan from whole-time Director and as Chief Financial Officer to Non- executive Director on 14^th February, 2025.

4. Mr. Naresh Gandhi tendered his resignation as Independent Director on 03^rd March, 2025

5. Mr. Nityanand Shankar Nayak and Mr. Vivek S Kakati have been appointed as an Additional Non Executive Independent Directors on 11^th March, 2025.

Changes in Management between the end of the financial year and the date of this report

1. Mr. Valmeekanathan Subramanian tendered his resignation as non-executive Director on 15^th April, 2025.

2. Ms. Deepthi Donkeshwar resigned as Additional Non-executive Independent Director on 27^th May, 2025.

3. Mr. Raj Surendra Jain has been appointed as Chief Financial Officer on 27^th May, 2025.

4. Mr. Sabarinath Gopalakrishnan resigned as Non-executive Director on 11^th August, 2025.

5. Ms. Jaya Janardanan has been appointed as a non-executive Independent Director on 27^th June, 2025.

6. Mr. Nityanand Shankar Nayak and Mr. Vivek S Kakati have been regularized as Non Executive Independent Directors by passing special resolution through Postal Ballot on 31st July, 2025.

7. Ms. Jaya Janardanan has been regularized as a non-executive Independent Director on by passing special resolution through Postal Ballot on 31^st July, 2025.

8. Mr. Vinu Mammen appointed as the whole-time Director on 30^th July, 2025.

5. DIVIDEND & TRANSFERS TO IEPF

Your Board does not recommend any dividend for the financial year ended March 31, 2025.

The Company was not required to transfer the amount of any unclaimed/unpaid dividend

to Investor Education Protection Fund.

6. TRANSFER TO RESERVE

The Board of Directors of your Company has not transferred any amount from Retained earnings to the statutory reserve as directed by RBI for the year 2024-25 as the Company did not have any profit.

7. CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

There was no change in the registered office of the company during the financial year 20242025.

8. CORPORATE GOVERNANCE

Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, provide threshold for applicability of corporate governance rules. Your company does not exceed such threshold. Hence, provision of corporate governance is not applicable on your company.

9. CHANGE IN THE NATURE OF BUSINESS

No changes occurred in the nature of business during the financial year ended March 31, 2025, and till the date of issue of this report.

10. MATERIAL CHANGES AND COMMITMENTS

No material changes/ commitments occurred between the end of the financial year to which financial statements relate and the date of this report.

11. DEPOSITS

The Company has not accepted any deposits and, as such, no amount of principal or interest is outstanding as of the Balance Sheet date.

12. BORROWINGS FROM DIRECTORS:

During the year, the Company has not borrowed any funds from Directors of the Company.

13. DETAILS OF REMUNERATION PAID TO DIRECTORS.

During the year, no remuneration was paid to the Directors of the Company.

14. SUBSIDIARY, ASSOCIATE AND JOINT VENTURES COMPANIES

The Company does not have any subsidiary as per Clause 2(87) or associate as per Clause 2(6) of the Companies Act, 2013; also, it has not entered into any joint venture agreements with any other entities.

The company is a subsidiary of Jupiter Capital Private Limited, holding 65.86% of share capital of the company.

15. SHARE CAPITAL

During the Financial year 2024-25, the Authorised Capital of the Company has been increased from Rs. 8,00,00,000 (Rupees Eight Crores only) comprising of 60,00,000 (Sixty Lakh) Equity Shares of Rs.10/ - (Rupees Ten only) each aggregating to Rs. 6,00,00,000/ -(Rupees Six Crores only) and 20,00,000 (Twenty Lakhs) Preference Shares of Rs.10/ -(Rupees Ten only) each aggregating to Rs. 2,00,00,000/- (Rupees Two Crores only) to Rs. 20,00,00,000 (Rupees Twenty Crores only) comprising of 1,80,00,000 (One Crore Eighty Lakhs) Equity Shares of Rs.10/ - (Rupees Ten only) each aggregating to Rs. 18,00,00,000/ -(Rupees Eighteen Crore only) and 20,00,000 (Twenty Lakhs) Preference Shares of Rs.10/-(Rupees Ten only) each aggregating to Rs. 2,00,00,000/ - (Rupees Two Crores only) each, ranking pari-passu with the existing shares of the Company.

There was no change in the paid-up share capital during the year under review.

During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options or sweat equity or warrants.

16. BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND COMMITTEES THEREOF

16.1 Board of Directors and Key Managerial Personnel The Composition of Board of Directors and Key Managerial Personnel of the Company as on 31^st March 2025 is as follows:
	Sr. no.	Name of Director and Key Managerial Personnel	DIN/ PAN	Category
	1.	Mr. K. Sanjay Prabhu	00023196	Non- Executive, Non - Independent Director
	2.	Mr. Sabarinath Gopalakrishnan	08479403	Non- Executive, Non -Independent Director
	3.	Mr. Valmeekanathan Subramanian	05297798	Non- Executive, NonIndependent Director
	4.	Ms. Deepthi Donkeshwar	08712113	Non - Executive, Independent Director
	5.	Mr. Nityanand Shankar Nayak	07071571	Non - Executive, Independent Director
	6.	Mr. Vivek Ravindra Kakati	07071573	Non - Executive, Independent Director
	7.	Ms. Khandavalli Madhavi	ACEPM1477H	Company Secretary and Compliance Officer

16.2 Board of Directors â¢ Details of Board Meetings/Committee Meetings The Board of Directors met four times during the year. The details as per Standard 9 of the Secretarial Standards-1 on Board meetings/committee Meetings held during the financial year 2024-25 are furnished below:
		Board Meeting Dates			30.05.2024, 12.08.2024, 14.11.2024, 14.02.2025
		Audit Committee Meeting Dates			30.05.2024, 12.08.2024, 14.11.2024, 14.02.2025
		NRC Committee Meeting Dates			14.11.2024, 14.02.2025
		Stakeholders Relationship Committee Meeting Date			12.08.2024
	â¢	Attendance of Directors at Meetings
	Sr. No.		Name of the Director	Board meeting attended		Audit Committee meetings attended	NRC Committe e meetings attended	Stakeholders Relationship Committee Meeting Date
	1		Mr. Naresh Gandhi	4		4	2	1
	2		Mr. Sanjay Prabhu	1		3	2	-
	3		Mrs. Uma Prasad Bontha	1		1	-	-
	4		Ms. Deepthi Donkeshwar	1		1	1	-
	5		Mr. Sabarinath Gopalakrishnan	4		-	-	1
	6		Mr. Valmeekanathan Subramaniam	2		-	-	-

â¢ Changes in Directors/ Key Managerial Personnel

1. Ms. Uma Prasad Bontha resigned due to pre-occupation as Non-executive Independent Director on 09^th August, 2024.

2. Ms. Deepthi Donkeshwar was appointed as an Additional Non-executive Independent Director on 14^th November, 2024.

3. There was change in the designation of Mr. Sabarinath Gopalakrishnan from whole-time Director and as Chief Financial Officer to Non- executive Director on 14^th February, 2025.

4. Ms. Charmi Gindra resigned as Company Secretary and Compliance Officer on 14^thFebruary, 2025.

5. Ms. Khandavalli Madhavi was appointed as Company Secretary and Compliance Officer on 14^th February, 2025.

6. Mr. Vinu Mammen was appointed as Chief Operating Officer on 14^th February, 2025.

7. Mr. Naresh Gandhi tendered his resignation as Independent Director on 03^rd March, 2025.

8. Mr. Nityanand Shankar Nayak and Mr. Vivek S. Kakati have been appointed as an Additional Non Executive Independent Directors on 11^th March, 2025.

â¢ Changes in composition between the end of the financial year and the date of this report

1. Mr. Valmeekanathan Subramanian tendered his resignation as non-executive Director on 15^th April, 2025.

2. Ms. Deepthi Donkeshwar resigned as Additional Non-executive Independent Director on 27^th May, 2025.

3. Mr. Raj Surendra Jain has been appointed as Chief Financial Officer on 27^th May, 2025.

4. Mr. Sabarinath Gopalakrishnan resigned as Non-executive Director on 11^th August, 2025.

5. Ms. Jaya Janardanan has been appointed as a non-executive Independent Director on 27^th June, 2025.

6. Mr. Nityanand Shankar Nayak and Mr. Vivek S Kakati have been regularized as NonExecutive Independent Directors by passing special resolution through Postal Ballot on 31s^t July, 2025.

7. Ms. Jaya Janardanan has been regularized as a non-executive Independent Director on by passing special resolution through Postal Ballot on 31^st July, 2025.

8. Mr. Vinu Mammen appointed as the whole-time Director on 30^th July, 2025 subject to Shareholder''s approval.

â¢ Retirement by Rotation

As per provisions of the Companies Act 2013, Mr. Sanjay Kordi Prabhu (DIN- 00023196) retires by rotation at the ensuing Annual General Meeting of the Company and being eligible seeks re-appointment. The Board of Directors recommend his reappointment at the ensuing Annual General Meeting.

â¢ Recommendation

The Board recommends to Members to appoint Mr. Vinu Mammen (10710860) as the whole-time Director on at the ensuing Annual General Meeting by passing Special Resolution.

â¢ Committee Meeting Independent Directors

During the year under review, the Independent Directors was held on 14^th February, 2025 inter alia, to discuss:

1. Evaluation of performance of Non-Independent Directors and the Board of Directors as

a whole;

2. Evaluation of performance of the Chairman of the meetings of the Company, taking into account the views of Executive and Non-Executive Directors.

3. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties

â¢ Declaration from Independent Directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfil the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

â¢ Familiarization program for independent directors

All new independent directors appointed on the Board attend a familiarization program.

After appointment, a formal letter is issued to the independent directors outlining his/her roles, functions, duties and responsibilities.

â¢ Board evaluation

The performance of the board was evaluated by the board after seeking inputs from all the directors based on the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

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

The board and the nomination and remuneration committee reviewed the performance of the individual directors based on the criteria such as the contribution of the individual director to the board and committee meetings.

In a separate meeting of independent directors, performance of non-independent directors, and performance of the board was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

â¢ Policy on director''s appointment and remuneration

The current policy of the Company is to have an optimum combination of both executive and independent directors to maintain the independence of the Board and separate its functions of governance and management.

The policy of the Company on director⁷s appointment and remuneration, including criteria for determining qualifications, independence of director and other matters, as required under Section 178(3) of the Companies Act, 2013 is available on our website (www.trcfin.in). There has been no change in the policy since the last financial year. We avow that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

â¢ Policies

All our policies are available on our website (www.trcfin.in). The policies are reviewed periodically by the Board and updated based on need.

16.3 Committees of Board of Directors â¢ Audit Committee

The Audit Committee of Directors is constituted as per the provisions of Section 177 of the Companies Act, 2013. The Composition of Audit Committee is as follows:

	Sr. no.	Name of Member		DIN		Category
	1	Mr. Naresh Gandhi, Chairman		08130774		Non - Executive, Independent Director
	2	Mr. K. Sanjay Prabhu		00023196		Non - Executive, Non- Independent Director
	3	Ms. Deepthi Donkeshwar		08712113		Non - Executive, Independent Director
â¢	Nomination and Remuneration Committee
The Nomination & Remuneration Committee of Directors is constituted in accordance with the requirements of Section 178 of the Companies Act, 2013. The Composition of Nomination and Remuneration Committee is as follows:
	Sr no.		Name of Members		DIN		Category
	1		Mr. Naresh Gandhi -Chairman		08130774		Non - Executive, Independent Director
	2		Mr. K Sanjay Prabhu		00023196		Non - Executive, Non- Independent Director
	3		Ms. Deepthi Donkeshwar		08712113		Non - Executive, Independent Director

â¢ Stakeholders Relationship Committee

Pursuant to Section 178 of the Companies Act, 2013, the Board of Directors has constituted the Stakeholders Relationship Committee. The Composition of Stakeholders Relationship Committee is as follows:


	Sr no.	Name of the Member	DIN	Category
	1	Mr. Naresh Gandhi -Chairman	08130774	Non - Executive, Independent Director
	2	Mr. Sabarinath Gopalakrishnan	08479403	Whole Time Director & Chief Financial Officer
	3	Ms. Deepthi Donkeshwar	08712113	Non - Executive, Independent Director
â¢	Investment Committee The Board of Directors has constituted the Investment Committee to co-ordinate and oversee the organizations investment portfolio as required under RBI''s NBFC regulations. Composition of the same is as follows
	Sr no.	Name of Director	DIN	Category
	1.	Mr. Sabarinath Gopalakrishnan	08479403	Whole-time Director
	2.	Mr. Naresh Gandhi	08130774	Non - Executive, Independent Director
	3.	Ms. Deepthi Donkeshwar	08712113	Non - Executive, Independent Director

14. CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE

Priti J Sheth of M/s Priti J Sheth & Associates practicing Company Secretaries has issued a certificate as required under the Listing Regulations, confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of Companies by SEBI/ Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed as "Annexure A"

15. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 in respect of Corporate Social Responsibility are not applicable to the Company.

16. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower mechanism for directors and employees to report concerns about unethical behavior. The said policy has been posted on the website of the Company-www.trcfn.in.

17. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators, courts or tribunals impacting the functioning of the Company.

18. STATUTORYAUDITORS

M/s. P.B. Shetty & Co., Chartered Accountants (FRN No. 110102W) were appointed as the Statutory Auditors of the Company under Section 139 of the Companies Act, 2013 for a period of three consecutive years i.e. to hold the office till the conclusion of the fourth Annual General Meeting to be held in the financial year 2026. The statutory auditors continue with their appointment.

19. STATUTORY AUDITORS'' REPORT

The Statements made by the Auditors in their report are self-explanatory and doesn''t require any comments by the Board of Directors.

20. INTERNAL FINANCIAL CONTROL (IFC)Your Company''s internal control system (including Internal Financial Controls with

reference to financial statements) ensures efficiency, reliability and completeness of accounting records and timely preparations of reliable financial and management information, compliance with all applicable laws and regulations, optimum utilization, and the protection of the Company''s assets.

The Company has appointed Adithya & Vishwas., Chartered Accountants as the Internal Auditors as mandated under Section 138 of the Companies Act, 2013 for conducting the Internal Audit of the Company.

21. FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT U/S.143 (12)

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

22. RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy which helps the Company in identification of risk, lays down procedure for risk assessment and procedure for risk mitigation.

23. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Since the Company is a registered entity under the Reserve Bank of India to conduct the business of Non-Banking Financial Services, pursuant to the section of 186 (11)(a), (b) of the Companies Act, 2013, the company is exempted from complying with the provisions.

Further, details of Investments made by the Company during the year under review form a part of the financial statements.

24. PARTICULARS OF TRANSACTION BETWEEN THE COMPANY AND THE NONEXECUTIVE DIRECTORS

During the year under review the company has not entered into any transaction with its Non-Executive Directors.

25. INTERNAL COMPLAINTS COMMITTEE

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

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

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules framed

thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.

The Company is committed to providing a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees. An Internal Complaints Committee has been set up in compliance with the POSH Act.

During the FY ended March 31, 2025, no complaint pertaining to sexual harassment was received.

Further, the Directors hereby declare that The Company has complied with the provisions of Maternity Benefit Act, 1961 during the year under review.

27. MATERNITY BENEFIT

The Company declares that it has complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leaves continuity of salary and service during the leave period, and post- maternity support such as nursing breaks and flexible return to work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

28. AUDIT TRAIL

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility but the same has not been operational throughout the year for all relevant transactions accorded in the software.

29. APPOINTMENT OF DESIGNATED PERSONS UNDER RULE 9(4) OF COMPANIES (MANAGEMENT AND ADMINISTRATION) SECOND AMENDMENT RULES, 2023

The Company has appointed Ms. Khandavalli Madhavi as a designated person.

30. COMPLIANCE WITH THE ICSI SECRETARIAL STANDARDS

The relevant Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) related to the Board Meetings and General Meetings have been complied with by the Company.

31. DIRECTORS'' RESPONSIBILITYSTATEMENT:

In terms of Section 134(5) of the Companies Act, 2013 in relation to financial statements for the year ended 31^st March 2025, the Board of Directors state that:

a. In the preparation of the Annual Accounts, the applicable accounting standards had been followed.

b. The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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.

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

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

32. EXTRACT OF ANNUAL RETURN

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year 2024-25 is uploaded on the Company''s website and can be accessed at http:// www.trcfin.in.

33. SECRETARIAL AUDITORS

As required under Section 204 of the Companies Act, 2013 and Rules made thereunder the Board has appointed M/s. Priti J. Sheth& Associates, Practicing Company Secretaries as Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for the FY2024- 25. The Secretarial Audit Report for the F Y 2024-25, contains observations which are self explanatory and no further explanation/justification is required from the management.

34. SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the financial year 2024-25 forms part of Annual Report as "Annexure B" to the Boards Report.

35. DIRECTORS COMMENT ON QUALIFICATION OR OBSERVATION

The responses of your directors on the observations made by the Secretarial Auditor are as follows: -

2) The Company did not pay the annual listing fees to BSE within the prescribed timeline, resulting in a delay in compliance with the listing obligations. - There was a slight delay in the payment of the listing fees due to paucity of funds

2) There has been delay in BSE submission of Shareholding for the Quarter ended 30^th June, 2024. Due to the delay in payment of the listing fees there was a slight delay in submitting the shareholding pattern for the quarter ended 30th June, 2024

3) There were delays in submitting regulatory filings with the Reserve Bank of India (RBI) - The email idâs and login issues in the new portal i.e. CIMS introduced by RBI has been sorted out and the regulatory filings with RBI are being complied within the time limits prescribed.

4) The Company did not comply with the requirement of submitting the Structured Digital Database (SDD) Compliance Certificate under Regulation 3(5) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 during the financial year 2024-25. The Company installed the SDD software on 29^th May 2025 and has ensured compliance thereafter.

5) The casual vacancy arising from the resignation of the Woman Director was filled after a period exceeding three months, resulting in non-compliance with the timelines prescribed under applicable regulations. There was a slight delay in convening the Board Meeting the same has been complied with

36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO(A) CONSERVATION OFENERGY

i. The Steps Taken or Impact on Conservation of Energy: The Company takes necessary measure to conserve energy at its offices.

ii. The Steps Taken by The Company for Utilizing Alternates Source of Energy:

NIL

iii. The Capital Investment on energy conservation equipment''s: NIL

(B) TECHNOLOGY ABSORPTION

i. The efforts made towards technology absorption :NIL

ii. The benefits derived like product improvement, cost reduction, product development or import substitution: NIL

iii. In case of imported technology (imported during last three years reckoned from beginning of financial year)

â¢ Details of technology imported: Nil

â¢ Year of Import: Nil

â¢ Whether technology has been fully absorbed: Nil

â¢ If not fully absorbed, areas where absorption has not taken place and the reasons thereof :Nil

iv. The expenditure incurred on Research and Development :Nil

( C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of foreign exchange earnings and outgo during the period under review is as under:

Particulars	As at March 31, 2025	As at March 31, 2024
Foreign Exchange earned	Nil	Nil
Foreign Exchange used	Nil	Nil

37. CEO / CFO CERTIFICATION

The company is exempted under Regulation 15(2) of the SEBI (Listing Obligations and Disclosures) Regulations, 2015 from including CEO / CFO certificate as a part of Annual Report.

38. RELATED PARTY TRANSACTIONS

There were no transactions falling under the purview of Section 188 of the Companies Act, 2013 and the rules framed thereunder.

39. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ''Listing Regulations''), is presented in a separate section forming part of this Annual Report.

40. RESERVE BANK OF INDIA REGULATIONS

The Reserve Bank of India has classified the Company as "Category ''B'' Non-Banking Finance Company".

The Company continues to comply with all the applicable regulation prescribed by the Reserve Bank of India ("RBI") from time to time.

41. MAINTENANCE OF COST RECORDS:

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

42. PARTICULARS OF REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONS AND EMPLOYEES

The Company wishes to place on record their appreciation to the contribution made by the employees to the operations of the company during the period.

During the year under review, there were no employees who were in receipt of the remuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and Remuneration) Rules, 2014 and therefore no disclosures need to be made under the said section.

Further, the details of the top 10 employees in terms of remuneration drawn pursuant to rule 5(1) and 5(2) of Companies (Appointment and Remuneration) Rules, 2014 shall be available at the registered office of the Company during the business hours and the details ratios of the remuneration of each Director to the median remuneration to the employees of the Company for the financial year are enclosed as "Annexure C" to the Board''s Report.

43. DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

The Company has not entered in any of the agreements that it impacts management and control of the listed entity which are binding and not in normal course of business. Any other parties where listed entity is not a party has not been entered.

34. INSOLVENCY AND BANKRUPTCY CODE

No application has been made under the Insolvency and Bankruptcy Code.

The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year is not applicable.

35. DETAILS OF VALUATION

The requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

44. ACKNOWLEDGEMENT

Your Board wishes to place on record its sincere appreciation for the wholehearted support received from members, government authorities, bankers, consultants, and all other business associates. We look forward to continued support of all these partners in progress.

Mar 31, 2024

Your Directors'' have pleasure to present the Thirtieth Annual Report of your Company, TRC Financial Services Limited for the financial year ended March 31, 2024. In line with the requirements of the Companies Act, 2013 and the rules framed thereunder, this report covers the financial results and other developments during the Financial Year 1^st April 2023 to 31^st March 2024.

1. SUMMARY OF OPERATIONS/RESULTS

The financial results of the Company for the year ended March 31, 2024 compared to the previous year are summarized below:

		(Rupees in Lacs)
Particulars	March 31, 2024	March 31, 2023
Revenue from Operations	133.00	32.23
Other Income /Loss	-	-
Total Expenditure	111.32	29.38
Net Profit/(Loss) before tax	21.68	2.85
Current Tax	0	0
Tax Expense for earlier years	0	0
Net Profit/(loss) after Tax	21.68	2.85

2. COMPANY''S AFFAIRS

Your Company has earned total business revenue of Rs. 133 lacs and the net profit before tax of Rs. 21.68 lacs for the financial year 2023-24 as against the revenue of Rs. 32.23 lacs and net profit after tax of Rs. 2.85 lacs in the previous financial year 2022-2023.

3. PERFORMANCE AND FUTURE PROSPECTS

During the year 2023-24 the company had revenue of Rs. 130 lacs from consulting services as compared to Rs. 15 Lacs in the previous financial year. Employee benefit cost during the year was 17.63 lacs as compared to 15.14 lacs in the previous financial year. Profit before tax for the financial year was at Rs. 21.68 lacs as against a Profit before tax of Rs. 2.85 lacs for the financial year 2022-23.

Further the management of the Company is looking at various opportunities for expanding the

business including other area of lending and building a loan book.

4. DIVIDEND & TRANSFERS TO IEPF

Your Board does not recommend any dividend for the financial year ended March 31, 2024. The Company was not required to transfer the amount of any unclaimed/unpaid dividend to Investor Education Protection Fund.

5. TRANSFER TO RESERVE

The Board of Directors of your Company has transferred Rs. 4.34 lacs from Retained earnings to the statutory reserve as directed by RBI for the year 2023-24.

6. CORPORATE GOVERNANCE

7. CHANGE IN THE NATURE OF BUSINESS

No changes occurred in the nature of business during the financial year ended March 31, 2024, and till the date of issue of this report.

8. MATERIAL CHANGES AND COMMITMENTS

No material changes/ commitments occurred between the end of the financial year to which financial statements relate and the date of this report.

9. DEPOSITS

The Company has not accepted any deposits and, as such, no amount of principal or interest is outstanding as of the Balance Sheet date.

10. SUBSIDIARY, ASSOCIATE AND JOINT VENTURES COMPANIES

11. SHARE CAPITAL

During the F.Y. 2023-2024, there was no change in the Share Capital of the Company.

12. BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND COMMITTEES THEREOF12.1 Board of Directors and Key Managerial PersonnelThe Composition of Board of Directors and Key Managerial Personnel of the Company as on 31^stMarch 2024 is as follows:

Sr. no.	Name of Director and Key Managerial Personnel	DIN/ PAN	Category
1	Mr. Naresh Gandhi	08130774	Non - Executive, Independent Director
2	Mr. K. Sanjay Prabhu	00023196	Non- Executive, Non - Independent Director
3	Mrs. Uma Prasad Bontha	08406107	Non- Executive, Independent Director
4	Mr. Sabarinath Gopalakrishnan	08479403	Whole Time Director & Chief Financial Officer
5	Mr. Valmeekanathan Subramanian	05297798	Non- Executive, NonIndependent Director
6	Ms. Charmi Kartik Gindra	AQAPC3360K	Company Secretary and Compliance Officer

12.2 Board of Directorsâ¢ Details of Board Meetings/Committee Meetings

The Board of Directors met four times during the year. The details as per Standard 9 of the Secretarial Standards-1 on Board meetings/committee Meetings held during the financial year 2023-24 are furnished below:

Board Meeting Dates	29.05.2023, 14.08.2023, 08.11.2023 and 09.02.2024
Audit Committee Meeting Dates	29.05.2023, 14.08.2023, 08.11.2023 and 09.02.2024
NRC Committee Meeting Dates	14.08.2023
Stakeholders Relationship Committee Meeting Date	14.08.2023

â¢ Attendance of Directors at Meetings
Sl No.	Name of the Director	Board meeting attended	Audit Committee meetings attended	NRC Committe e meetings attended	Stakeholders Relationship Committee Meeting Date
1	Mr. Naresh Gandhi	4	4	1	1
2	Mr. Sanjay Prabhu	2	2	1	-
3	Mrs. Uma Prasad	4	4	1	1
4	Mr. Sabarinath Gopalakrishnan	4	-	-	1
5	Mr. Valmeekanathan Subramaniam	4	-	-	-

â¢ Changes in Directors/ Key Managerial Personnel

There is following change in Directors during the year of review FY 2023-24 1) Mr. Valmeekanathan Subramaniam (DIN: 05297798), Non-Executive and Non-Independent

Director retired by rotation and was re-appointment at the 29^th Annual General Meeting held on Wednesday, September 27, 2023.

2) Mr. Naresh Gandhi (DIN: 08130774), was re-appointed as an Independent Director of the Company for a second term of 5 consecutive years pursuant to the provision of Section 149, 152 read with Schedule IV of the Companies Act, 2013, Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 (b) Securities and Exchange Board of India (listing Obligations and Disclosure Requirements) Regulations, 2015 at the 29^th Annual General Meeting held on Wednesday, September 27, 2023.

â¢ Changes in composition between the end of the financial year and the date of this report

Mrs. Uma Prasad Bontha has resigned from the post of Non-Executive, Independent Director w.e.f 09^th August, 2024 due to pre-occupation, accordingly, she also ceased to be a Member of the Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Investment Committee of the Company.

â¢ Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 and the Company''s Articles of Association, Mr. Korodi Sanjay Prabhu (DIN: 00023196) retires by rotation at 30^th Annual General Meeting and being eligible has offered himself for re-appointment.

The Board of Directors recommends to the shareholders to re-appoint him at the 30^th Annual General Meeting.

â¢ Committee Meeting Independent Directors

During the year under review, the meeting of Independent Directors was held on 09^th February 2024 inter alia, to discuss:

1. Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole;

2. Evaluation of performance of the Chairman of the meetings of the Company, taking into account the views of Executive and Non-Executive Directors.

3. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties

â¢ Declaration from Independent Directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

as prescribed in Schedule IV of the Act.

â¢ Familiarization program for independent directors

All new independent directors appointed on the Board attend a familiarization program.

After appointment, a formal letter is issued to the independent directors outlining his/her roles, functions, duties and responsibilities.

â¢ Board evaluation

â¢ Policy on director''s appointment and remuneration

The policy of the Company on director''s appointment and remuneration, including criteria for determining qualifications, independence of director and other matters, as required under Section 178(3) of the Companies Act, 2013 is available on our website (www.trcfin.in). There has been no change in the policy since the last financial year. We avow that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

â¢ Policies

All our policies are available on our website (www.trcfin.in). The policies are reviewed periodically by the Board and updated based on need.

12.3 Committees of Board of Directorsâ¢ Audit Committee

The Audit Committee of Directors is constituted as per the provisions of Section 177 of the Companies Act, 2013. The Composition of Audit Committee is as follows:

Sr. no.	Name of Member	DIN	Category
1	Mr. Naresh Gandhi, Chairman	08130774	Non - Executive, Independent Director
2	Mr. K. Sanjay Prabhu	00023196	Non - Executive, Non- Independent Director
3	Mrs. Uma Prasad Bontha*	08406107	Non - Executive, Independent Director

â¢ Nomination and Remuneration Committee

The Nomination & Remuneration Committee of Directors is constituted in accordance with the requirements of Section 178 of the Companies Act, 2013. The Composition of Nomination and Remuneration Committee is as follows:

Sr. no.	Name of Members	DIN	Category
1	Mr. Naresh Gandhi -Chairman	08130774	Non - Executive, Independent Director
2	Mr. K Sanjay Prabhu	00023196	Non - Executive, Non- Independent Director
3	Mrs. Uma Prasad Bontha*	08406107	Non-Executive Independent Director

â¢ Stakeholders Relationship Committee

Sr. no.	Name of Director	DIN	Category
1.	Mr. Naresh Gandhi -Chairman	08479403	Whole-time Director
2.	Mr. Sabarinath Gopalakrishnan	08130774	Non - Executive, Independent Director
3.	Mrs. Uma Prasad Bontha*	08406107	Non - Executive, Independent Director

â¢ Investment Committee

The Board of Directors has constituted the Investment Committee to co-ordinate and oversee the organizations investment portfolio as required under RBI''s NBFC regulations. Composition of the same is as follows

Sr. no.	Name of Director	DIN	Category
1.	Mr. Naresh Gandhi -Chairman	08479403	Whole-time Director
2.	Mr. Sabarinath Gopalakrishnan	08130774	Non - Executive, Independent Director
3.	Mrs. Uma Prasad Bontha*	08406107	Non - Executive, Independent Director

* Mrs. Uma Prasad Bontha, ceased to be the Member w.e.f 09^th August, 2024.

14. CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE

15. CORPORATE SOCIAL RESPONSIBILITY

16. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower mechanism for directors and employees to report concerns about unethical behavior. The said policy has been posted on the website of the Company-www.trcfin.in.

17. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators, courts or tribunals impacting the functioning of the Company.

18. STATUTORYAUDITORS

M/s. P.B. Shetty & Co., Chartered Accountants (FRN No. 110102W) were appointed as the Statutory Auditors of the Company under Section 139 of the Companies Act, 2013 for a period of three consecutive years i.e. to hold the office till the conclusion of the 32^nd Annual General Meeting to be held in the financial year 2026. The statutory auditors continue with their appointment.

19. STATUTORY AUDITORS'' REPORT

The Statements made by the Auditors in their report are self-explanatory and doesn''t require any comments by the Board of Directors.

20. INTERNAL FINANCIAL CONTROL (IFC)

Your Company''s internal control system (including Internal Financial Controls with reference to financial statements) ensures efficiency, reliability and completeness of accounting records and timely preparations of reliable financial and management information, compliance with all applicable laws and regulations, optimum utilization, and the protection of the Company''s assets.

The Company has appointed M/ s. VMRS & Co., Chartered Accountants as the Internal Auditors as mandated under Section 138 of the Companies Act, 2013 for conducting the Internal Audit of the Company.

21. REPORTING OF FRAUDS

22. RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy which helps the Company in identification of risk, lays down procedure for risk assessment and procedure for risk mitigation.

23 PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Further, details of Investments made by the Company during the year under review form a part of the financial statements.

24. PARTICULARS OF TRANSACTION BETWEEN THE COMPANY AND THE NON-EXECUTIVE DIRECTORS

During the year under review the company has not entered into any transaction with its NonExecutive Directors.

25. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

In order to prevent sexual harassment of women at workplace, your Company has adopted a Policy for prevention of Sexual Harassment of Women at Workplace. During the year under review, the Company has not received any complaints in this regard.

Further, the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are not applicable.

26. COMPLIANCE WITH THE ICSI SECRETARIAL STANDARDS

The relevant Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) related to the Board Meetings and General Meetings have been complied with by the Company.

27. DIRECTORS'' RESPONSIBILITYSTATEMENT:

In terms of Section 134(5) of the Companies Act, 2013 in relation to financial statements for the year ended 31^st March 2024, the Board of Directors state that:

a. In the preparation of the Annual Accounts, the applicable accounting standards had been followed.

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.

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

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

22. WEBLINK OF ANNUAL RETURN

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year 2023-24 will be uploaded on the Company''s website once filed with Registrar of Companies and can be accessed at http:/ / www.trcfin.in.

23. SECRETARIAL AUDITORS

24. SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the financial year 2023-24 forms part of Annual Report as "Annexure Bâ to the Boards Report.

25. DIRECTORS COMMENT ON QUALIFICATION OR OBSERVATION

The responses of your directors on the observations made by the Secretarial Auditor are as follows: -

1) The Company has generally complied with the NBFC norms issued by Reserve Bank of India except for filings with RBI. - Due to change in email id''s and login issues in the new portal i.e. CIMS introduced by RBI.

2) The Company has not maintained the Structured Digital Database (SDD) as required under Regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015 nor has submitted the Compliance Certificate with respect to the same. - The company is in the process of setting the same.

3) Delayed BSE submission of Shareholding Patterns in few instances - As there was paucity of funds, benpos was blocked due to non-payment of annual fees to CDSL.

4) Delay in payment of Annual Listing fees. - Due to paucity of funds

5) Website is not updated as required under Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. - The Company is in the process of updating the website

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO(A) CONSERVATION OFENERGY

i. The Steps Taken or Impact on Conservation of Energy: The Company takes necessary measure to conserve energy at its offices.

ii. The Steps Taken by The Company for Utilizing Alternates Source of Energy: NIL

iii. The Capital Investment on energy conservation equipment''s: NIL

(B) TECHNOLOGY ABSORPTION

i. The efforts made towards technology absorption :NIL

ii. The benefits derived like product improvement, cost reduction, product development or import substitution: NIL

iii. In case of imported technology (imported during last three years reckoned from beginning of financial year)

â¢ Details of technology imported: Nil

â¢ Year of Import: Nil

â¢ Whether technology has been fully absorbed: Nil

â¢ If not fully absorbed, areas where absorption has not taken place and the reasons thereof :Nil

iv. The expenditure incurred on Research and Development :Nil ( C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of foreign exchange earnings and outgo during the period under review is as under:

Particulars	As at March 31, 2024	As at March 31, 2023
Foreign Exchange earned	Nil	Nil
Foreign Exchange used	Nil	Nil

27. CEO/ CFO CERTIFICATION

The company is exempted under Regulation 15(2) of the SEBI (Listing Obligations and Disclosures) Regulations, 2015 from including CEO / CFO certificate as a part of Annual Report.

28. RELATED PARTY TRANSACTIONS

Details of Related Party Transactions entered in to by the Company covered under the Provisions of Section 188 of the Companies Act 2013 are annexed to this report as "Annexure C"

29. MANAGEMENT DISCUSSION AND ANALYSIS

30. RESERVE BANK OF INDIA REGULATIONS

The Reserve Bank of India has classified the Company as "Category ''B'' Non-Banking Finance Company".

The Company continues to comply with all the applicable regulation prescribed by the Reserve Bank of India ("RBI") from time to time.

31. MAINTENANCE OF COST RECORDS:

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

32. PARTICULARS OF REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONS AND EMPLOYEES

The Company wishes to place on record their appreciation to the contribution made by the employees to the operations of the company during the period.

33. DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

34. DISCLOSURE OF WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The Company shall disclose the following details in its annual report, as long as there are shares in the demat suspense account or unclaimed suspense account, as applicable pursuant to Schedule V of SEBI (LODR), 2015:

a. aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year - NIL;

b. number of shareholders who approached listed entity for transfer of shares from suspense account during the year- NIL;

c. number of shareholders to whom shares were transferred from suspense account during the year- NIL;

d. aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year- NIL;

e. that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares- NIL.

35. DISCLOSURE OF ACCOUNTING TREATMENT

The company is required to make disclosures pursuant to Schedule V of SEBI (LODR), 2015 but there was no instance during preparation of financial statement which is different from that

prescribed in an Accounting Standard and all the treatment gives true and fair view.

36. INSOLVENCY AND BANKRUPTCY CODE

No application has been made under the Insolvency and Bankruptcy Code.

37. DETAILS OF VALUATION

38. ACKNOWLEDGEMENT

Mar 31, 2014

TO THE MEMBERS.

The Directors'' have pleasure in presenting their Twentieth Annual Report together with the Audited Statement of Accounts for the year ended March 31st, 2014.

FINANCIAL RESULTS

The financial results of the Company for the year ended March 31st, 2014 compared to the previous year are summarized below:

(Amount in Rupees) Particulars March 31, 2014 March 31, 2013

Revenue from Operations 10,94,441 15,20,752

Other Income /Loss (6,15,430) 2,69,332

Total Revenue 4,79,011 17,90,084

Profit before depreciation and tax (EBDTA) 33,918 4,76,068

Provision for Taxes 3,80,483 40,000

Provision for Deferred tax - -

Fringe Benefit Taxes - -

Depreciation & Amortisation - -

Total profit available for appropriation (3,46,565) 4,36,068

OPERATIONS

Your Company posted a total business revenue of Rs. 4,79,011/Â and the net loss of Rs. (3,46,565/-) for the financial year 2013-14 as against the revenue of Rs.17,90,084/Â and profit of Rs. 4,36,068/Â in the previous year. Appropriations from the net profit have been effected as per the table given above.

DIVIDEND

Due to loss incurred by the Company during the year, the Board of Directors do not recommend declaration of any dividend for the year ended 31.03.2014.

PUBLIC DEPOSITS

During the year the company has neither accepted nor renewed any deposit. As on 31.03.2014, the outstanding public deposits amounted to Rs. NIL. Further the company has resolved not to accept public deposits in future.

RESERVE BANK OF INDIA REGULATIONS

The Reserve Bank of India has classified the Company as "Category ''B'' Non-Banking Finance

Company".

The Company has complied with all the applicable regulations of the Reserve Bank of India

as on March 31st, 2014.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a report on Corporate Governance and a certificate obtained from the Statutory Auditors confirming compliance thereto, is given in Annexure to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report is given in the latter part of the Annual Report.

DIRECTORS

During the year under review, following were the changes in the Composition of Board of Directors.

Mr. Ajay Sarupria retires by rotation at ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Mr. Bhavesh Bhatt resigned as the Director of the Company w.e.f 1st August, 2013

Mr. Ramakant Nayak resigned as the Director of the Company w.e.f 6th December, 2013

It is proposed to appoint Mr. Shailesh Hingarh and Mr. Harshad Dholakia as Independent Directors for a fresh period of 5 consecutive years to comply with the provision of Section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 of Company.

Brief details of the Director being re-appointed have been incorporated in the Notice for the ensuing Annual General Meeting pursuant to Clause 49(iv)(g)(i) of Listing Agreement.

AUDITORS

The Statutory Auditors M/s. ASP & Co. Chartered Accountants [Firm Registration No. 000576N] hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment if made, would be within limits prescribed under Section 224(1B) of the Companies Act, 1956.

PARTICULARS ON ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO.

In the view of the nature of activities being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption respectively, are not applicable to the Company.

PARTICULARS OF EMPLOYEES

There is no employee covered under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from operating Management, and after due enquiry, confirm that: 1. in the preparation of annual accounts, the applicable accounting standards have been followed and there has been no material departures ;

2. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

5. Proper systems are in place to ensure compliance of all laws applicable to the Company.

AUDITOR''S REPORT

The Auditor''s Report is self-explanatory and therefore do not call for any further clarification under Section 217(3) of the Companies Act, 1956.

ACKNOWLEDGMENTS

The Board of Directors would like to thank Reserve Bank of India and other regulatory / Government authorities and Stock exchanges for their support and stakeholders for their continued co-operation and support.

By Order of the Board For TRC FINANCIAL SERVICES LIMITED

Sd/- VIJAY M. S. MISQUITTA MANAGING DIRECTOR DIN: 00993141

PLACE: MUMBAI DATE: 11TH AUGUST, 2014

Mar 31, 2011

To The Members TRC Financial Services Limited

The Directors' have pleasure in submitting the Seventeenth Annual Report of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March, 2011 compared to the previous year are summarized below:

(Rs. in Lakhs)

Particulars Year Ended Year Ended 31.03.2011 31.03.2010

Total Income 12.75 13.12

Profit (Loss) before 6.70 4.67 interest & depreciation

Interest

Profit (Loss) after 6.70 4.67 interest but before depreciation

Depreciation 0.32 1.12

Profit (Loss) Before Tax 6.38 3.55

Provision for Tax 0.27 0.66

Profit (Loss) After Tax 6.11 2.89

OPERATIONS

The profits of the Company have increased from 2.89 Lacs to 6.11 Lacs. And the Directors believe the strategies and Business Plans made by the Management will provide more positive yields in the time to come. The Company is now only doing Loan financing activities.

DIVIDEND

Due to inadequate profit during the year under review and with purpose to retain profit for strengthening capital base of the company, the Board of Directors do not recommend declaration of any dividend for the year ended 31.03.2011.

PUBLIC DEPOSITS

During the year the company has neither accepted nor renewed any deposit. As on 31.03.2011, the outstanding public deposits amounted to Rs. NIL. Further the company has resolved not to accept public deposits in future.

RBI CLASSIFICATION

The Reserve Bank of India has classified the Company as "Category 'B' Non-Banking Finance Company".

CORPORATE GOVERNANCE

Your Company and its Board have taken adequate steps towards implementation of the provisions of Clause 49 of the Listing Agreement and it is committed to achieve the highest standards of the Corporate Governance.

For the matters concerning Corporate Governance, you are requested to refer to the separate segment on the same, forming part of the Annual Report.

DIRECTORS

ring the year under review, following were the changes in the Composition of Board of Directors.

. Ramakant Nayak was appointed as an Additional Director of the Company w.e.f. 29th November, 2010. The mpany has received notice from a member of the Company under Section 257 of the Companies Act, 1956 in spect of his appointment as Director, along with the requisite deposit. It is proposed to appoint him as a Director of i Company at the ensuing Annual General Meeting.

r. Bhupendra Avasthi resigned as Director w.e.f. 29th November, 2010.

r. Ajay Sarupria and Mr. Harshad Dholakia retire by rotation and, being eligible, offer themselves for reappoint- ed.

rief details of the Directors being appointed / reappointed have been incorporated in the Notice for the forthcoming nnual General Meeting pursuant to Clause 49(iv)(g)(i) of Listing Agreement.

SHIFTING OF REGISTERED OFFICE

he Registered Office of the Company was shifted from A-45, Radial Road, Connaught Place, New Delhi -110001 i the National Capital Territory of Delhi to Bandra Hill View CHS, (3rd Floor), 85, Hill Road, Opp. Yoko Sizzlers, Jandra (W), Mumbai - 400050 in the State of Maharashtra, w.e.f 4th April, 2011.

AUDITORS

vl/s. A S P & Co., Chartered Accountants [Firm Registration No. 000576N], Statutory Auditor of the Company be appointed at the ensuing Annual General Meeting in place of retiring Auditors i.e. M/s. Johar & Kathpalia to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting

PARTICULARS ON ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The Company is not engaged in any manufacturing activity and therefore there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange earnings Nil

Foreign Exchange outgo Nil

PARTICULARS OF EMPLOYEES

There is no employee covered under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirms:

1. That in the preparation of annual accounts, the applicable accounting standards have been followed.

2. that 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 or loss of the Company for that period.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

ACKNOWLEDGMENTS

Your Directors' place on record their deep appreciation to the Bankers, Shareholders and Customers for their co- operation and support and to the staff members for their contribution towards the performance of the company.

By Order of the Board For TRC FINANCIAL SERVICES LIMITED

Place: Mumbai (VIJAY M. S. MISQUITTA) Date: 25.08.2011 MANAGING DIRECTOR

Mar 31, 2010

The Directors have pleasure in submitting the Sixteenth Annual Report of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

The financial results of the company for the year ended 31st March, 2010 compared to the previous year are summarized below:

(Rs. in lakhs)

Particulars Year Ended Year Ended

31.03.2010 31.03.2009

Total Income 13.13 17.04

Profit (Loss) before interest & depreciation 4.67 5.86

Interest - -

Profit (Loss) after interest but before depreciation 4.67 5.86

Depreciation 1.12 1.84

Profit (Loss) Before Tax 3.55 4.02

Provision for Tax 0.66 0.63

Profit (Loss) After Tax 2.89 3.39

OPERATIONS

Due to Global recessionary phenomenon and the adverse market conditions, the profits of the Company have reduced from 3.39 Lacs to 2.89 Lacs. However your Directors are hopeful that the strategies and Business Plans made by the Management will reap positive yields in the time to come. The company is now only doing Loan financing activities.

DIVIDEND

Due to inadequate profit during the year under review and with purpose to retain profit for strengthening capital base of the company, the Board of Directors do not recommend, declaration of any dividend for the year ended 31.03.2010.

PUBLIC DEPOSITS

During the year the company has neither accepted nor renewed any deposit. As on 31.03.2010, the outstanding public deposits amounted to Rs. NIL, Further the company has resolved not to accept public deposits in future.

RBI CLASSIFICATION

The Reserve Bank of India has classified the company as an "Category B Non-Banking Finance Company".

CORPORATE GOVERNANCE

Your Company and its Board, have taken adequate steps towards implementation of the provisions of Clause 49 of the listing agreement and it is committed to achieve the highest standards of the Corporate Governance.

For the matters concerning Corporate Governance, you are requested to refer to the separate segment on the same, forming part of the Annual Report.

DIRECTORS

During the year under review, following were the changes in the Composition of Board of Directors:

Mr. Harshad Dholakia & Mr. Bhavesh Bftatt who retire by rotation at the ensuring Annual General Meeting are proposed to be re-appointed.

Mr. Vijay M. S. Misquitta whose term for Managing Director ends on 29.01.2010 was re-appointed by the Board as the Managing Director for a period of Five years w.e.f. 30.01.2010, subject to members approval at the ensuring Annual General Meeting.

AUDITORS

M/s. Johar & Kathpalia, Chartered Accountants retire and being eligible, offer themselves for re-appointment.

PARTICULARS ON ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO.

The Company is not engaged in any manufacturing activity and therefore there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange earnings Nil

Foreign Exchange outgo Nil

PARTICULARS OF EMPLOYEES

There is no employee covered under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS" RESPONSIBILITY STATEMENT

The Directors confirms:

1. That in the preparation of annual accounts, the applicable accounting standards have been followed.

2. That 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 or loss of the Company for that period.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the annual accounts on a going cc ncern basis.

ACKNOWLEDGMENTS

Your Directors place on record their deep appreciation to the Bankers, Shareholders and Customers for their co-operation and support and to the staff members for their contribution towards the performance of the Company.

For TRC FINANCIAL SERVICES LIMITED

Place: New Delhi (VIJAY M. S. MISQUITTA)

Date : 28.08.2010 MANAGING DIRECTOR

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