Directors Report of Dhansafal Finserve Ltd.

Mar 31, 2025

Your Board of Directors present the Forty-Fourth Annual Report of DhanSafal Finserve Limited (âDhanSafal'' or
âDFL'' or âthe Company'') (Formerly known as "Luharuka Media & Infra Limitedâ) together with the Audited Financial
Statements for the financial year ended March 31, 2025.

1) FINANCIAL HIGHLIGHTS

The summary of Audited Financial performance of the Company, for the financial year ended March 31, 2025
is summarized as under:

C in Lakh, except EPS)

PARTICULARS	FY 2024-25	FY 2023-24
Revenue from Operations	485.91	162.77
Other Income	31.08	2.65
Total Revenue	516.99	165.43
Total Expense	460.33	76.59
Profit before Tax	56.66	88.83
Current Tax	16.31	23.61
Deferred Tax	3.15	0.00
Tax of earlier year	0.05	4.64
Profit for the Year	37.15	60.59
Earnings Per Share (EPS) (Basic & Diluted)	0.02	0.05
Closing balances in reserve/other equity:
PARTICULARS	FY 2024-25	FY 2023-24
Special Reserve	63.66	71.09
Securities premium account	1,971.95	97.55
General reserve	0.20	0.20
Retained Earnings	444.72	437.63
Other Comprehensive Income	0.11	0.11
Money received against Share Warrants	998.14	-
Total Reserves/ Other Equity	3,478.77	606.57
Equity Share Capital	1874.40	937.20
Networth	5353.17	1543.77

Note: A detailed breakdown of the above reserves is provided in the âStatement of Changes in Equity.

2) FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS:

The Financial Statements of the Company for the year ended March 31, 2025 have been prepared in
accordance with Indian Accounting Standards (IND-AS), as per the relevant provisions of Sections 129 and 133
of Companies Act, 2013 (hereinafter referred to as "the Actâ), Regulation 33 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulationsâ), which have
been reviewed by the Statutory Auditors of the Company.

During the year under review, your Company''s total revenue from operations has been increased to '' 485.91
lakh as compared to '' 162.77 lakh in the previous financial year. The net profit of current year is '' 37.15 lakh as
compared to '' 60.59 lakh in the previous financial year. The decline in profits of the Company is temporary
and primarily attributed to the rapid expansion of operations and increased hiring to support long-term
growth. These strategic investments, though impacting short-term profitability, are essential for scaling the
business and enhancing service capacity. Notably, the Company has witnessed encouraging growth under
the DhanSafal Financial Products, which has emerged as a key driver of our business. Going forward, our
entire focus is on strengthening and expanding under such financial products, and we remain committed to
implementing strategic initiatives that will restore profitability and ensure sustained success.

Further, a detailed analysis of Company''s performance is included in the Management Discussion and
Analysis Report (âMDARâ), which forms part of this Annual Report.

3) DIVIDEND

In view of the Company''s rapid operational expansion and increased hiring to support long-term growth, the
Board of Directors has not proposed any dividend for the financial year 2024-25.

4) TRANSFER OF UNCLAIMED DIVIDEND AMOUNTS AND CONCERNED SHARES TO INVESTOR
EDUCATION AND PROTECTION FUND (âIEPFâ)

Pursuant to the Section 124(5) and other applicable provisions, if any, of the Act read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (âIEPF Rulesâ), all the unclaimed and unpaid dividend
amounts are required to be transferred to the IEPF established by the Central Government, upon completion
of seven (7) years. Further, according to with Section 124(6) of the Act read with IEPF Rules, the shares in
respect of which dividend amounts has not been claimed and unpaid for seven (7) consecutive years or more
shall also be transferred to the demat account created by the IEPF Authority.

During the year under review, the Company has transferred unclaimed dividend amount of '' 1,58,869.46/-
(Rupees One Lakh Fifty-Eight Thousand Eight Hundred Sixty-Nine and Forty-Six Paise) held in Unpaid
Dividend Account for the financial year 2016-17 and transferred 3,48,464 Equity Shares of '' 1/- each to IEPF.

Further, the Company will be transferring the unclaimed and unpaid dividend amounts of the financial year
2017-18 from its Unpaid Dividend Account to IEPF after October 30, 2025 along with underlying shares.

Members who have not yet en-cashed their final dividends from financial year 2017-18 and thereafter are
requested to make their claims to the Company/ Register and Share Transfer Agent (âRTAâ) of the Company.
Members are requested to quote their folio numbers / DP ID - Client ID and PAN in all their correspondence.

No claims shall lie against the Company in respect of the dividend amounts and shares transferred to IEFP.

The Members who have a claim on dividend amounts and shares transferred to IEFP may claim the same
from IEPF Authority by submitting an online application in e-Form No. IEPF-5 available on the website
www.iepf.gov.in and sending a physical copy of the same, duly signed by them to the Nodal Officer of the
Company, along with requisite documents enumerated in the e-Form No. IEPF-5.

5) SHARE CAPITAL

The Authorised Share Capital of the Company has increased from '' 20,00,00,000 divided into 20,00,00,000
Equity Shares of '' 01/- each to '' 30,00,00,000 divided into 30,00,00,000 Equity Shares of '' 01/- during the year.

The issued, subscribed and paid-up Equity Share Capital of the Company as on date has increased from
'' 18,74,40,000/- (Rupees Eighteen Crore Seventy-Four Lakh and Forty Thousand only) divided into 18,74,40,000
Equity Shares of '' 01/- each to '' 21,46,40,000/- (Rupees Twenty-One Crore Forty-Six Forty Thousand only)
divided into 21,46,40,000 Equity Shares of '' 01/- each.

ISSUE AND ALLOTMENT OF EQUITY SHARE ON RIGHT BASIS

During the year under review, the Board had approved the raising of funds through Right Issue, thereafter
upon the receipt of in-principle approval from BSE Limited and such other statutory/regulatory approvals, the
Company made an allotment of 9,37,20,000 equity shares of '' 1/- each (at a premium of '' 2/- each), aggregating
to '' 28.11 crores on a rights basis.

ISSUE AND ALLOTMENT OF SHARE WARRANTS

During the year under review, the members of the Company had approved the issue of 9,44,60,000 Share
Warrants convertible into Equity Shares having a face value of '' 1/- (Rupee One only) each at an issue price of
'' 4.31/- (including a premium of '' 3.31 per warrant) on a preferential basis to persons/entities belonging to the
Promoter and Non-Promoter categories, for a tenure not exceeding 18 months.

Post the financial year, the Board of Directors, at their meeting held on April 02, 2025, inter alia, approved the
allotment of 8,66,20,000 fully convertible Share Warrants on a preferential basis upon receipt of 25% of the
issue price per warrant as upfront payment (âWarrant Subscription Priceâ).

Each Share Warrant so allotted is convertible into or exchangeable for one fully paid-up equity share of
the Company having a face value of Re. 1/- (Rupee One only) each, in accordance with the provisions of the

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, upon
payment of the balance consideration, being 75% of the issue price per warrant by the Allottees pursuant to
the exercise of the conversion option against each such warrant, within 18 months from the date of allotment
of the warrants.

As on date of the report, the Company converted 2,72,00,000 warrants into 2,72,00,000 Equity shares of face
value of '' 01/- each (Rupees One Only) has been made by the way of preferential allotment to the persons/
entities pursuant to exercise of their right of conversion of warrants into equity shares in two tranches.

6) TRANSFER TO RESERVES

In the year under review, the Board of Directors has decided to plough back the amount of profit in the
business of the Company. Under section 45-IC(1) of Reserve Bank of India Act, 1934, Non-Banking Financial
Companies (NBFC) are required to transfer a sum of not less than 20% of its net profit every year to reserve
fund before declaration of any dividend. Accordingly, the Company has transferred an amount of 7.43 lakhs
to the Special Reserve. The closing balance of the total retained earnings of the Company for financial year
2024-25, after all appropriation and adjustments was '' 444.72 lakhs.

7) LISTING WITH THE STOCK EXCHANGE

Your Company''s equity shares are listed on the BSE Limited. Accordingly, the annual listing fees for the
financial year 2024-25 and 2025-26 has been paid to the Stock Exchange.

8) SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your Company has no Subsidiary, Associate Company or Joint Venture within the meaning of Section 2(87) or
2(6) of the Act as on March 31, 2025. Accordingly, the details required under Form AOC-1 are not applicable.

9) DEPOSITS

Your Company being a non-deposit taking Non-Banking Financial Company has not accepted any deposits
within the meaning of Section 73 and 74 of the Act, read with the Companies (Acceptance of Deposits) Rules,
2014 and as such no amount on account of principal or interest on deposit was outstanding as on the date of
the Balance Sheet.

10) MATERIAL CHANGES AFFECTING THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between
the end of the financial year 2024-25 and the date of this Report.

11) MATERIAL DEVELOPMENTS IN THE COMPANY

a) Product Launch

We were pleased to announce the launch of a new range of financial products under a new brand
name - âDhanSafalâ. This brand was introduced as part of our commitment to delivering innovative and
customer-focused financial solutions.

Under the DhanSafal brand, the following products were launched:

â¢ Safal Udyog Loans

â¢ Safal MSME Loans

â¢ Safal Sampati Loans (LAP)

Alongside the product launch, we also unveiled a new logo to represent the identity of our new brand,
symbolizing our dedication to excellence and a renewed vision for the future.

Following an encouraging response from the market and stakeholders, the Company decided to adopt
the âDhanSafalâ brand in a full-fledged manner. Consequently, the Board of Directors, at its meeting held
on July 29, 2024, approved the change of the Company''s name from âLuharuka Media and Infra Limitedâ
to âDhanSafal Finserve Limited.â

This decision marked a strategic milestone in the Company''s journey, aligning our brand identity with
our long-term vision in the financial services sector.

b) Change in Name of the Company

During the financial year, the Board of Directors, at its meeting held on July 29, 2024, approved the

change of the company''s name from "Luharuka Media and Infra Limitedâ to "DhanSafal Finserve Limited.â
Subsequent to obtaining all requisite statutory, regulatory, and shareholders approvals, the Ministry
of Corporate Affairs issued a fresh Certificate of Incorporation under the new name on May 22, 2025.
The name change marks a new chapter in the Company''s journey, aligning its brand identity with its
long-term strategic goals. The Company received an updated Certificate of Registration from the RBI to
reflect its current name, DhanSafal Finserve Limited, as of July 10, 2025.

c) Opening of Corporate Office & Branch Office

During the financial year, the Company has inaugurated a new Corporate Office which is located at
G-1402, Lotus Corporate Park, Goregaon East, Mumbai, Maharashtra - 400063.

Further, post the financial year at its Board Meeting dated August 14, 2025 - The Board Members decided
that the Registered of the Company be shifted from A - 301, Hetal Arch, Opp. Natraj Market, S. V. Road,
Malad, Mumbai- 400064 to G-1402, Lotus Corporate Park, Goregaon East, Mumbai, Maharashtra - 400063.

Further, in line with our growth vision, the Company has successfully expanded its footprint across
multiple key cities. These new locations are aimed at enhancing our regional presence and improving
accessibility for our clients and partners. Details of location and date of inauguration is as under:

Sr. No	City & State	Complete Address	Date of inauguration
1.	Pune, Maharashtra	5^th Floor, Karan Vitoria, 402, 759/28, Cafe Goodluck Rd, off Bhandarkar Road, Deccan	October 28, 2024
2.	Indore, Madhya Pradesh	Gymkhana, Pune, Maharashtra 411004. Office No. 318 3^rd Floor, Shiv Om Building in front of HDFC bank, MG Road Indore, Madhya	December 05, 2024
3.	Jaipur, Rajasthan	Pradesh - 452001. Shop Number 34-35, Patel Plaza, Gobindpura, kalwar Road, Jaipur, Rajasthan-302012.	April 16, 2025

d) Co-lending arrangements with M/s. Vastu Finserve India Private Limited and M/s. Singularity
Creditworld Private Limited

After the conclusion of the financial year 2024-25, the Company entered into a co-lending arrangement of
R75 crores with M/s. Vastu Finserve India Private Limited, with M/s. Mitcon Credentia Trusteeship Services
Limited appointed as the Security Trustee. Additionally, the Company has partnered with M/s. Singularity
Creditworld Private Limited for a co-lending arrangement amounting to '' 40 crores, under which
M/s. Mitcon Credentia Trusteeship Services Limited will also act as the Security Trustee. These strategic
collaborations aim to expand the Company''s footprint in the retail lending space and enhance access
to financial services for underserved and smaller customer segments. The partnerships are expected
to strengthen the Company''s ability to cater to a broader and more diverse clientele, with a particular
emphasis on consumer durable financing.

e) Shifting of Books of Accounts of the Company at the Corporate Office

After the completion of the Financial Year 2024-25, the Company has shifted the Books of Accounts of
the Company at the Corporate Office of the Company at G-1402, Lotus Corporate Park, Goregaon East,
Mumbai, Maharashtra - 400063, with effect from May 30, 2025. Accordingly, the Company filed Form
AOC-5 to record the change.

12) CORPORATE GOVERNANCE

The Company remains committed to upholding the highest standards of corporate governance and continues
to comply with the requirements set out in the Act and SEBI Listing Regulations. The Corporate Governance
Report, along with the Certificate from the Practicing Company Secretary confirming compliance with the
corporate governance provisions under the SEBI Listing Regulations during the financial year under review,
is included in this Annual Report.

13) BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. Board of Directors

The Board of Directors serves as the highest governing body appointed by the shareholders to oversee
the overall operations of the Company. Its primary responsibilities include providing strategic direction,
ensuring regulatory compliance, managing risks efficiently, and protecting stakeholder interests while
fostering long-term, sustainable growth. The Board comprises professionals with diverse expertise
across various fields. The responsibility for handling the Company''s daily operations lies with the senior
management team.

The Composition of the Board of Directors of the Company is in conformity with Section 149 of the
Act and Regulation 17 of the SEBI Listing Regulations. As on March 31, 2025, the Board of Directors
of your Company consisted of Four (4) Directors, out of which, two (2) Directors are Non- Executive
Independent Directors, one (1) Non-Executive Non-Independent Woman Director and one (1) Executive
Director, who is also the Chairperson and Managing Director of the Company.

Details of Directors as on March 31, 2025 are as follows:

Sr. No.	Name of the Person	DIN	Category
1	Mr. Ankur Agrawal	06408167	Chairperson, Managing Director
2	Mr. Devendra Lal Thakur	00392511	Non-Executive - Independent Director
3	Mr. Milin Ramani	07697636	Non-Executive - Independent Director
4	Mrs. Apeksha Kadam	08878724	Non-Executive - Non-Independent Woman Director

A. Change in Directors:

(1) Cessation/ Resignation:

During the year under review, there was no instance of Cessation/ Resignation by any of the
Director of Company.

Post the financial year, Mr. Milin Ramani, tendered his resignation from the post of Non-Executive
- Independent Director with effect from July 16, 2025, prior to the completion of his tenure. The
resignation was tendered due to personal reasons and other professional commitments. He has
confirmed that there are no other material reasons for his resignation other than those stated
above.

(2) Appointment/Re-appointment:

During the year under review, there was no instance of appointment/ re-appointment of any of
the Directors of Company.

Post the financial year, following Directors were appointed for the post of Non-Executive -
Independent Director:

â¢ Appointment of Mr. Harsh Kedia (DIN: 09784141) as a Non-Executive Independent Director
on the Board of the Company, for the term of five (5) consecutive years with effect from
August 07, 2025 subject to approval of Shareholders at the ensuing General Meeting..

â¢ Appointment of Mr. Raghunath Narasimhachar Patel (DIN: 09428287) as a Non-Executive
Independent Director on the Board of the Company, for the term of five (5) consecutive
years with effect from August 14, 2025 subject to approval of Shareholders at the ensuing
General Meeting.

(3) Director liable to retire by rotation:

Pursuant to provisions of Section 152(6) of the Act, Mr. Ankur Agrawal, Executive Director, retires
by rotation at the ensuing AGM and being eligible offers himself for re-appointment. The
Nomination and Remuneration Committee and Board have recommended re-appointment of
Mr. Ankur Agrawal. Resolution for the said appointment and brief profile of Mr. Ankur Agrawal
as required under Regulation 36 (3) of the SEBI Listing Regulations read with SS-2 on General
Meetings are provided separately in the notice of the ensuing AGM which forms part of this
Annual Report.

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

None of the directors are disqualified for being appointed as the Director of the Company in terms of
Section 164 of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors)
Rules, 2014. Further, the Company has received the necessary declarations from all the Directors as
required under the Act and SEBI Listing Regulations. A certificate on non-disqualification of directors is
obtained by the Company from Secretarial Auditor and same is annexed to the Corporate Governance
Report which forms part of this Annual Report.

B. Independent Directors

The role of an Independent director includes providing unbiased oversight, bringing expertise and diverse
perspectives to board deliberations, ensuring effective governance, safeguarding minority shareholders''
interests, and overseeing management decisions to enhance transparency and accountability.

The Company, based on the recommendation of the Nomination and Remuneration Committee and
Board, has appointed Independent Directors from diversified field who have adequate experience, skills
and capabilities required for the perform roles of Independent Directors. In the opinion of the Board,
the Independent Directors of the Company fulfil the conditions specified in the Act and SEBI Listing
Regulations regarding independence. There were no changes in Independent Directors during the year
under review.

Meetings of Independent Directors:

During the year under review, the Independent Directors met on February 14, 2025 as per Schedule IV of
the Act and the Rules thereunder to discuss the affairs of the Company and inter-alia to:

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

2. Review the performance of the Chairperson of the Company, taking into account the views of the
Executive and Non-Executive Directors;

3. Access 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.

The Meeting was attended by all the Independent Directors as on that date and Mr. Devendra Lal Thakur
acted as Lead Independent Director for the said Meeting. The Independent Directors have expressed
satisfaction at the robustness of the evaluation process, the Board''s freedom to express its views on
matters transacted at the meetings and the openness and transparency with which the Management
discusses various subject matters specified in the agendas of meetings.

II. Key Managerial Personnel (KMP):

During the year under review, the Board of Directors, on recommendation of Nomination and
Remuneration Committee made following changes in Key Managerial Personnel of the Company: -

a. appointment of Ms. Nishi M. Shah as the Company Secretary & Compliance Officer of the Company
with effect from April 21, 2024;

b. appointment of Mr. Bobby Singh Chandel as the Chief Executive Officer with effect from
February 14, 2025;

c. appointment of Mr. Shailendra Gupta as the Chief Operating Officer with effect from
February 14, 2025.

Following were the Key Managerial Personnel as on March 31, 2025 pursuant to Sections 2(51) and 203 of
the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No.	Name of the Person	Designation
1	Mr. Ankur Agrawal	Managing Director
2	Mr. Pravin Gupta	Chief Financial Officer
3	Ms. Nishi M. Shah	Company Secretary and Compliance Officer
4	Mr. Bobby Singh Chandel	Chief Executive Officer
5	Mr. Shailendra Gupta	Chief Operating Officer

III. Directorâs Evaluation:

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board has carried out an
annual performance evaluation of its own performance with an aim to improve the effectiveness of the
Chairperson, the Board, committees, individual director and the Board as whole.

The Company has formulated a policy for performance evaluation of the Independent Directors, the Board,
their committees and other individual Directors which includes criteria for performance evaluation of the
Non-Executive Directors and Executive Directors based on the recommendation of the Nomination &
Remuneration Committee and Guidance Note on Board Evaluation issued by the SEBI.

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

Pursuant to Regulation 17 (10) of the SEBI Listing Regulations the performance evaluation of the
Independent Directors was carried out by the entire Board, in their meeting held on February 14, 2025,
excluding the independent director being evaluated.

Further, in a separate meeting of Independent Directors held on February 14, 2025, the performance
evaluation of the Board as whole, Chairperson of the Company and the Non-Independent Directors was
evaluated and they assessed the quality, quantity and timeliness of flow of information between the
Company Management and the Board. The performance evaluation of the Chairperson of the Company
was carried out by the Independent Directors, taking into account the views of the other Executive and
Non-Executive Directors.

The Independent Directors expressed their satisfaction with the evaluation process and flow ofinformation
between the Company''s management and the Board.

IV. Declaration by Independent Directors:

Further, the Company has received the necessary declarations from all the Independent Directors
under section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulation, that they meet the
criteria of Independence laid down in section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing
Regulations. Further, all the independent directors are registered with data bank maintained by the
Indian Institute of Corporate Affairs (âIICAâ). The Independent Directors have also confirmed that they are
not aware of any circumstances or situation, which exists or reasonably anticipated that could impair or
impact his/her ability to discharge his/her duties with an objective independent judgment and without
any external influence.

The Board after taking these declarations / disclosures on record and acknowledging the veracity of the
same, is of the opinion that the Independent Directors of the Company possess requisite qualifications,
experience, expertise, hold highest standards of integrity and are Independent of the Management of
the Company. The terms and conditions of appointment of Independent Directors are available on the
website of the Company at www.dhansafal.com.

Disclosure regarding the skills/expertise/competence possessed by the Directors is given in detail in the
Report on Corporate Governance forming part of this Annual Report.

V. Familiarization program for Independent Director(s):

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a system
to familiarize its Independent Directors. All Board members of the Company are invited to familiarize
themselves with the Company, its management, its operations and above all, the industry and issues.
Separate sessions are organized during the year with domain experts to enable Board members to
update their knowledge of the sector. Details of the familiarization program on cumulative basis are
available on the Company''s website at www.dhansafal.com.

The familiarization program for Independent Directors aims to provide them with an understanding of
the company''s business operations, industry dynamics, regulatory environment, financial performance,

risk management practices, corporate governance framework, and their roles and responsibilities,
thereby enabling them to contribute effectively to board discussions and decisions. During the financial
year 2024-25, the independent directors were updated from time to time on continuous basis on the
significant changes in the regulations, duties and responsibilities of Independent Directors under the
Act and SEBI Listing Regulations. The Company conducted 1 program during the financial year 2024-25
and the time spent by Independent Directors was in the range of 2 hours. The cumulative programs /
meetings conducted till date were 9 and the time spent by Independent Directors was in the range of
16 hours. The policy on Company''s familiarization program for independent directors is hosted on the
Company''s website www.dhansafal.com.

VI. Meeting of the Board and its Committees:

During the financial year 2024-25, Six (6) Board Meetings and Eleven (11) Committee Meetings were
held. The Board has established following three mandatory Committees in compliance with the relevant
provisions of Act and SEBI Listing Regulations:

A. Audit Committee;

B. Nomination and Remuneration Committee;

C. Stakeholders'' Relationship Committee;

Further, the Company also has constituted Risk Management Committee pursuant to the
requirements of Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale
Based Regulation) Directions, 2023 ("RBI Master Directionsâ) and one (1) non-mandatory Committee,

i.e. Operations Committee to deal with the matters relating to frequent banking and day-to-day
business affairs. The details of the Board and all of its Committees along with their composition,
meetings held during the year are given under Corporate Governance Report forming part of this
Annual Report.

VII. Succession Plan

In order to ensure orderly succession of the Board of Directors and Senior Management and pursuant to
the requirements of Regulation 17(4) of the SEBI Listing Regulations, your Company''s Board has adopted
a policy on succession planning for the Board and Senior Management. The policy is available on the
website of the Company at web link www.dhansafal.com . The detailed policy aspects are also mentioned
in the Corporate Governance Report forming part of this Annual Report.

14) AUDITORS

A. STATUTORY AUDITOR

The role of the statutory auditor inter-alia is to conduct independent audits of financial statements, assess
internal controls, and ensure compliance with regulatory requirements to provide assurance on financial
integrity and transparency.

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules,
2014, M/s. RSRV & Associates, Chartered Accountants, (FRN: 115691W) is appointed as Statutory Auditor of
the Company at 41^st AGM held on September 21, 2022, to hold office for a period of 5 consecutive years
from the conclusion of the 41^st AGM till the conclusion of the 46^th AGM to be held in 2027.

The report of the Statutory Auditor review does not contain any qualification, reservation or adverse
remark or disclaimer. The said report along with the notes is enclosed with the Financial Statements and
is self-explanatory.

The Statutory Auditor was present at the last AGM. Further, the Auditor of the Company have not reported
any fraud as specified under Section 143(12) of the Act.

Further, post the financial year - M/s. RSRV & Associates, Chartered Accountants, (FRN: 115691W) resigned
as the Statutory Auditor of the Company with effect from August 14, 2025; The resignation was tendered
due to pre-occupation in other assignments. He has confirmed that there are no other material reasons
for his resignation other than those stated above.

Further, to fill the casual vacancy the board at its board meeting dated August 14, 2025 appointed M/s.
ARCK & Co., Chartered Accountants (FRN: 138758W).

B. SECRETARIAL AUDITOR

The role of the Secretarial Auditor inter-alia is to verify and ensure compliance with applicable laws,
regulations, and corporate governance norms related to secretarial and procedural matters, providing
assurance on compliance and adherence to regulatory requirements.

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Mitesh J. Shah &
Associates, Practicing Company Secretaries (Membership No.: F10070; Certificate of Practice No.: 12891),
as Secretarial Auditor of the Company for the financial year 2024-25 to conduct the Secretarial Audit and
issue the Secretarial Audit Report in Form MR-3.

The report of the Secretarial Auditor review does not contain any qualification, reservation or adverse
remark or disclaimer. The said Secretarial Auditor Report for the financial year 2024-25 is annexed as
Annexure I to this Report and is self-explanatory.

Further, the Secretarial Auditor was present at the last AGM. Further, the Secretarial Auditor of the
Company has not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Further, as per the SEBI Amendments dated December 12, 2024 to SEBI Listing Regulations, every listed
company shall appoint an individual as Secretarial Auditor for not more than one term of five consecutive
years or Secretarial Audit firm as Secretarial Auditor for not more than two terms of five consecutive
years, subject to the approval of the shareholders at the ensuing Annual general meeting.

Based on the recommendation of the Audit Committee, the Board, at its Meeting held on February 14,
2025 approved appointment of M/s. Mitesh J. Shah & Associates, Practicing Company Secretaries as the
Secretarial Auditor of the Company for the term of five consecutive year with effect from April 1, 2025
to March 31, 2030, subject to the approval of shareholders at the ensuing Annual General Meeting for
issuing Secretarial Audit Report and Annual Secretarial Compliance Report. Secretarial Auditors have
confirmed that they are not disqualified to be appointed as a Secretarial Auditor and are eligible to hold
office as Secretarial Auditor of your Company. Resolution seeking their appointment as the Secretarial
Auditor is mentioned in the Notice forming part of this Annual Report.

C. INTERNAL AUDITOR

The role of the Internal Auditor inter-alia is to independently evaluate and improve the effectiveness of
risk management, control, and governance processes, ensuring operational efficiency and compliance
with internal policies and regulatory requirements.

Pursuant to the provisions of Section 138 of the Act, read with the Companies (Accounts) Rules, 2014,
the Company has appointed M/s. ASHP & Co., Practicing Chartered Accountants, Mumbai which has
performed the duties of Internal Auditor of the Company for the financial year 2024-25 and their report is
reviewed by the Audit committee from time to time.

D. COST AUDITOR

Provisions of section 148(1) of the Act read with Rule 3 of the Companies (Cost records and Audit) Rules,
2014 requiring maintenance and audit of cost records and appointment of cost auditor are not applicable
to the Company.

15) NOMINATION AND REMUNERATION POLICY

The Company has a Nomination and Remuneration Policy for Directors and Senior Managerial Personnel in
compliance with the provisions of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations
which is as approved by the Nomination and Remuneration Committee and the Board.

The Committee periodically reviews this composition of the Board with the objective of achieving an optimum
balance of size, skills, independence, knowledge, age, gender and experience.

The policy is available on the website of the Company at web link www.dhansafal.com. The detailed policy
aspects are mentioned in the Corporate Governance Report forming part of this Annual Report.

16) RISK MANAGEMENT POLICY

The Company has implemented a Risk Management Policy in accordance with Section 134 of the Companies
Act. This policy outlines a structured framework of accountability and oversight, assigning responsibility for
managing specific significant risks to designated managers across the organization. The Risk Management
Committee plays a key role in assessing the effectiveness of the risk management systems.

Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business
objectives. Major risks identified by the businesses and functions are systematically addressed through
mitigating actions on a continuing basis. The company has been addressing various risks impacting the
company and the policy of the company on risk management is provided in this annual report in Management
Discussion and Analysis.

The Risk management policy is designed to identify key risk elements and establish procedures for reporting
these to the Board. The Board periodically reviews the Company''s risk assessment and mitigation processes
and formulates a Risk Management Strategy which includes the development of guiding principles for
proactively identifying, analyzing, and mitigating material internal and external risks including, but not
limited to, environmental, operational, financial, and business risks.

The risk management policy of the Company is placed on the website at: www.dhansafal.com.

17) CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information and Code of Conduct for Prevention of Insider Trading in compliance with SEBI
(Prohibition of Insider Trading) Regulations, 2015 ("Insider Trading Regulationsâ).

Pursuant to above, the Company has put in place adequate and effective system of internal controls to ensure
compliance with the requirements of Insider Trading Regulations.

Both the Codes are available on website of the Company at web link www.dhansafal.com.

18) RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions entered into are at an arm''s length basis and
in the ordinary course of business. Prior omnibus approval of the members of Audit Committee who are
Independent Directors is obtained for Related Party Transactions which are of a repetitive nature, entered
into in the ordinary course of business and at arm''s length. All related party transactions are placed before
the Audit Committee for their review and approval on quarterly basis. There were no material contracts or
arrangements or transactions with related parties fall under the scope of Section 188 (1) of the Act, therefore
Form AOC-2 does not form part of this report. Details of the Related Party Transactions are provided in the
accompanying Financial Statements which form part of this Annual Report.

The Company has put in place a policy for related party transactions ("RPT policyâ) which has been approved by
the Audit Committee and Board of Directors respectively and is also review and amended from time to time,
subject to atleast once in three years. The RPT policy provides for identification of related party and related
party transactions, materiality of related party transactions, necessary approvals by the Audit Committee/
Board of Directors/ Shareholders of related party transactions and subsequent material modification thereof,
reporting and disclosure requirements in compliance with the provisions of the Act and the SEBI Listing
Regulations. The RPT policy has been uploaded on the website of the Company and can be accessed at the
following link www.dhansafal.com.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has timely filed the half yearly
reports on related party transactions with the Stock Exchange.

Some of our directors are also appointed as Directors in our group companies and loans issued to/ taken from
such entities are disclosed in notes to the financial statements. No other loan/advances were given to any
Company/ firm in which any of the Directors are interested except for those which are disclosed in the notes
to financials.

19) WHISTLE BLOWER POLICY / VIGIL MECHANISM

A Whistleblower Policy, also known as a Vigil Mechanism, ensures a confidential platform for employees
and stakeholders to report concerns about unethical behavior, misconduct, or illegal activities within the
organization. It aims to foster a culture of transparency, integrity, and accountability, providing assurances
that disclosures will be investigated promptly and impartially without fear of retaliation, thereby safeguarding
the interests of all stakeholders and upholding ethical standards.

In compliance with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulation, your Company
has adopted a Vigil Mechanism /Whistle Blower Policy. The Audit Committee oversees the functioning of
this policy. The Company''s Vigil Mechanism/ Whistle Blower Policy aims to provide the appropriate platform
and protection for Whistle Blowers to report instances of fraud and mismanagement, if any, to promote
reporting of any unethical or improper practice or violation of the Company''s Code of Conduct or complaints
regarding accounting, auditing, internal controls or suspected incidents of violation of applicable laws and
regulations including the Company''s ethics policy or Code of Conduct for Prevention of Insider Trading in the
Company, Code of Fair practices and Disclosure. The Vigil Mechanism provides a mechanism for employees
of the Company to approach the Chairperson of the Audit Committee of the Company for redressal.

Details of the Vigil Mechanism and Whistleblower policy are covered in the Corporate Governance
Report, which forms part of this Annual Report and are also made available on the Company''s website at
www.dhansafal.com.

During the financial year 2024-25, no cases under the mechanism were reported and no personnel of the
company have been denied access to the Chairperson of the Audit Committee.

20) PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company is committed to upheld and maintain the dignity of women employees and to provide a safe
and conducive work environment to all its employees and associates working in the Company. In compliance
with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,
your Company has put in place Policy on Prevention of Sexual Harassment at Workplace. All employees
(permanent, contractual, temporary, trainees) are covered under this policy.

Further, an Internal Complaints Committee (âICCâ) has been set up under the said Act to redress the
complaints, if any, received regarding sexual harassment.

The Details of sexual harassment complaints pending, received and disposed of during the year are covered
in the Corporate Governance Report, which forms part of this Annual Report.

21) ANNUAL RETURN

Pursuant to section 92(3) and section 134(3)(a) of the Act read with Rule 12 of the Companies (Management
and Administration) Rules, 2014 as amended, the Annual Return of the Company for financial year 2024-25 is
available on Company''s website at www.dhansafal.com.

22) DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, and to the best of Board''s knowledge and belief and according to the
information and explanations obtained by them, your Directors confirm the following statements:

i. In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting
standards have been followed and there are no material departures;

ii. The Directors have selected such accounting policies and applied them consistently and madejudgments
and estimates that were 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 the profits of the Company for the financial year under
review;

iii. The Directors have 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;

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

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

vi. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws
and that such system is adequate and operating effectively.

23) MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under the Regulation 34(2)(e) of the SEBI Listing
Regulations and is presented in a separate section forming part of this Annual Report. It provides details
about the overall industry structure, global and domestic economic scenarios, developments in business
operations / performance of the Company''s various businesses, internal controls and their adequacy,
risk management systems, human resources and other material developments during the financial year
2024-25.

24) REMUNERATION TO DIRECTORS, PARTICULARS OF EMPLOYEES AND HUMAN RESOURCES (HR)

Your Company had 50 employees as on March 31, 2025. The statement containing particulars of employees
as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration ofManagerial Personnel) Rules, 2014 is not applicable to the Company as none of the employees
were in receipt of remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

Further, the ratio of the remuneration of each Director to the median employee''s remuneration and other
details in terms of Section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure II of this report.

25) INTERNAL SYSTEMS AND CONTROL THEIR ADEQUACY

The Board has laid down standards, processes and procedures for implementing the internal financial
controls across the organization. After considering the framework of existing internal financial controls
and compliance systems, work performed by the Internal, Statutory and Secretarial Auditors and external
consultants; reviews performed by the Management and relevant Board Committees including the Audit
Committee, the Board is of the opinion that the Company''s internal financial controls with reference to the
financial statements were adequate and effective during the Financial Year under review. The Company
continues to ensure proper and adequate systems and procedures commensurate with its size and nature of
its business.

26) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The operations of your Company are not energy intensive and hence, disclosure pursuant to the provisions of
section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable.
However, the Company is taking all possible measures to conserve energy. Several environment friendly
measures are adopted by the Company. The Company continued to give major emphasis for conservation of
Energy. The Company''s operations do not require significant import of technology.

27) FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of foreign exchange earnings and outgo required under Section 134 (3) (m) of the Act read with Rule
8 (3) of the Companies (Accounts) Rules, 2014 are as under:

Particulars	Year Ended March 31, 2025	Year Ended March 31, 2024
Foreign Exchange Used	Nil	Nil
Foreign Exchange Earned	Nil	Nil

28) CORPORATE SOCIAL RESPONSIBILITY (âCSRâ)

The Company does not come under the purview of the provisions of Section 135 of the Act read with the Rules
prescribed therein, relating to Corporate Social Responsibility.

29) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The loan made, guarantee given or security provided in the ordinary course of business by a NBFC registered
with RBI are exempt from the applicability of the provisions of Section 186 of the Act. As such, the particulars
of loans and guarantee have not been disclosed in this Report. Pursuant to Regulations 34(3) of the Listing
Regulations, 2015, the particulars of loans / advances have been disclosed in the notes to financial statements.

30) CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER CERTIFICATION

The Chief Executive Officer (âCEOâ) and Chief Financial Officer (âCFOâ) have certified to the Board about
compliance by the Company in accordance with Regulation 17(8) read with Part B of Schedule II of the
SEBI Listing Regulations for the Financial Year ended March 31, 2025, and the same forms part of this
Annual Report.

31) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the financial year 2024-25, A suit was filed by Luharuka Media & Infra Limited, now known as DhanSafal
Finserve Limited ("the Companyâ) before the Hon''ble Principal Special Court in the Cadre of District Judge
for the Trial and Disposal of Commercial Disputes at Hyderabad ("Commercial Courtâ) against ICICI Bank
Limited. As directed by the Special Court, Hyderabad, an amount of Rs. 89.65 Lakhs was received from ICICI
Bank and has been booked under interest income for the quarter ended June 30, 2024.

Apart from the above there were no other significant or material orders passed by the Regulators or Courts
or Tribunals impacting the going concern status and operations of the Company in future.

32) SECRETARIAL STANDARDS

Your Company has complied with all applicable Secretarial Standard issued and notified by the Institute of
Company Secretaries of India and approved as such by the Central Government.

33) CODE OF CONDUCT

Members of the board of directors and senior management personnel are expected to uphold the highest
standards of integrity, transparency, and accountability in all their actions and decisions. They must comply
with all applicable laws and regulations, avoid conflicts of interest, and promote a respectful and inclusive
work environment.

The Company has formulated and adopted Code of Conduct for all members of the board of directors and
senior management personnel which is available on the Company''s website at www.dhansafal.com.

The Company has received confirmation from all members of the Board of Directors and Senior Management
Personnel regarding compliance with the said Code of Conduct for the year under review. The declaration
signed by Mr. Ankur Agrawal, Managing Director of the Company stating that the members of board of
directors and senior management personnel have affirmed compliance with the Code of Conduct of board
of directors and senior management personnel is annexed to the Corporate Governance Report which forms
part of this Annual Report.

34) GENERAL DISCLOSURE

â¢ There has been no change in the nature of business of the Company;

â¢ There was no revision in the financial statements;

â¢ The Company has not issued any sweat equity shares during the year under review and hence no
information as per provisions of section 54(1) (d) of the Act read with rule 8(13) of the Companies (Share
Capital and Debenture) Rules, 2014 is furnished;

â¢ The Company has not issued any shares with differential rights and hence no information as per provisions
of section 43(a)(ii) of the Act, read with rule 4(4) of the Companies (Share Capital and Debenture) Rules,
2014 is furnished;

â¢ The Company has not granted employee stock options as per provisions of section 62(1)(b) of the Act,
read with rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.

However, post the completion of financial year under review, the Board of Directors at their meeting held on
May 30, 2025 has approved DhanSafal Finserve Limited - Employee Stock Options Scheme 2025 ("the Schemeâ)
& recommended the same for approval by the Shareholders at the ensuring AGM. Special Resolution seeking
the required approval for the Scheme is mentioned in the Notice forming part of the Annual Report 24-25.

â¢ During the year under review, there were no instances of non-exercising of voting rights in respect of
shares purchased directly by employees under a scheme pursuant to section 67(3) of the Act, read with
rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

â¢ Your Company is registered as a Non-Banking Financial Company - Investment and Credit Company
(NBFC-ICC), categorized as a Non-Deposit Taking and Non-Systemically Important NBFC. Under the
Scale Based Regulation (SBR) framework, the Company has been classified under the Base Layer.

The Company has complied with the Master Direction - RBI (Non-Banking Financial Company - Scale
Based Regulation) Directions, 2023, along with all other applicable laws, regulations, and guidelines
issued by the RBI from time to time.

â¢ During the year under review, the Company has not made any application under Insolvency and
Bankruptcy Code, 2016 and there is no proceeding pending under the said Code as at the end of the
financial year;

â¢ During the year, the Company has not undergone any one-time settlement and therefore the disclosure
in this regard is not applicable;

â¢ During the year, the Company has complied with the provisions relating to the Maternity Benefit Act 1961.

35) ACKNOWLEDGEMENTS

Your Board would like to place on record its sincere appreciation for the wholehearted support and
contribution made by its customers, its shareholders and all its employees as well as the various Government
Departments, Banks, Distributors, Suppliers and other business associates towards the conduct of efficient
and effective operations of your Company

By Order Of The Board O Directors Of
Dhansafal Finserve Limited

Sd/-

Ankur Agrawal
Chairperson & Managing Director
DIN: 06408167

Date: August 14, 2025

Place: Mumbai

Mar 31, 2024

Your Board of Directors are pleased to present the 43^rd (Forty-Third) Annual Report of Luharuka Media & Infra Limited (âthe Companyâ) together with the Audited Financial Statements for the financial year (âF.Y.â) ended March 31,2024.

1) FINANCIAL HIGHLIGHTS

The summary of Audited Financial performance of the Company, for the financial year ended March 31,2024 is summarized as under:

(in Lakh, except EPS)

PARTICULARS	F. Y. 2023-2024	F.Y. 2022-2023
Revenue from Operations	162.77	193.00
Other Income	2.65	0.45
Total Revenue	165.43	193.45
Total Expense	76.59	103.19
Profit before Tax	88.83	90.26
Current Tax	23.61	23.50
Deferred Tax	0.00	0.00
Tax of earlier year	4.64	(0.05)
Profit for the Year	60.59	66.81
Earnings Per Share (EPS) (Basic & Diluted)	0.06	0.07

2) FINANCIAL PERFORMANCE AND STATE OF COMPANYâS AFFAIRS:

The Financial Statements of the Company for the year ended March 31, 2024 have been prepared in accordance with Indian Accounting Standards (IND-AS), as per the relevant provisions of Sections 129 and 133 of Companies Act, 2013 (hereinafter referred to as âthe Actâ), Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âthe SEBI Listing Regulationsâ), which have been reviewed by the Statutory Auditors of the Company.

During the year under review, your Company has generated revenue from operations of '' 162.77 lakhs as compared to '' 193.00 lakhs in the previous financial year. The net profit after tax stood at '' 60.59 lakhs as compared to '' 66.81 lakhs in the previous financial year. The decline in profits of the Company is temporary and primarily attributed to challenges such as regulatory and compliance complexities, intense market competition, and economic volatility. Despite this challenge, your Company remain focused on maintaining our competitiveness and financial stability and is actively reviewing strategies and implementing necessary adjustments to improve profitability and move forward.

In accordance with the provisions contained in Section 136 of the Act and Regulation 34 of the SEBI Listing Regulations, the Annual Report of the Company containing Notice of the Annual General Meeting (âthe AGM / the meetingâ), Financial Statements, Cash Flow Statement, Report of the Auditors thereon, Directorsâ Report together with Notes and Annexures thereto and the same is also available on the website of the Company at www.luharukamediainfra.com. Further, a detailed analysis of Companyâs performance is included in the Management Discussion and Analysis Report (âMDARâ), which forms part of this Annual Report.

3) DIVIDEND

The Board of Directors has recommended a final dividend of '' 0.02/- per equity share of Re. 1/- each, i.e. equivalent to 2% on the paid up equity share capital of the Company for the financial year ended March 31, 2024 at their Meeting held on July 29, 2024 subject to the approval of the shareholders at the ensuing Annual General Meeting (âAGMâ) of the Company.

4) TRANSFER OF UNCLAIMED DIVIDEND AMOUNTS AND CONCERNED SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (âIEPFâ)

Pursuant to the Section 124(5) and other applicable provisions, if any, of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âIEPF Rulesâ), all the unclaimed and unpaid dividend amounts are required to be transferred to the IEPF established by the Central Government, upon completion of seven (7) years. Further, according to Section 124(6) of the Act read with IEPF Rules, the shares in respect of which dividend amounts has not been claimed and unpaid for seven (7) consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.

During the year under review, the Company has transferred unclaimed dividend amount of '' 1,13,079.47/- (One Lakh Thirteen Thousand Seventy Nine Rupees and Forty Seven Paisa) held in Unpaid Dividend Account for the financial year 2015-16 and transferred 83,916 Equity Shares of Re. 1/- each to IEPF.

Further, the Company will be transferring the unclaimed and unpaid dividend amounts of the financial year 2016-17 from its Unpaid Dividend Account to IEPF after October 28, 2024 along with underlying shares.

Members who have not yet en-cashed their final dividend from financial year 2016-17 and thereafter are requested to make their claims to the Company / Register and Share Transfer Agent (âRTAâ) of the Company. Members are requested to quote their folio numbers / DP ID - Client ID and PAN in all their correspondence.

No claims shall lie against the Company in respect of the dividend amounts and shares transferred to IEFP.

The Members who have a claim on dividend amounts and shares transferred to IEFP may claim the same from IEPF Authority by submitting an online application in e-Form No. IEPF-5 available on the website www.iepf.gov.in and sending a physical copy of the same, duly signed by them to the Nodal Officer of the Company, along with requisite documents enumerated in the e-Form No. IEPF-5.

5) SHARE CAPITAL

During the year under review, there has been no change in share capital of the Company. The issued, subscribed and paid-up Equity Share Capital of the Company as on March 31,2024 stands at '' 9,37,20,000/- (Rupees Nine Crore Thirty-Seven Lakh Twenty Thousand only) divided into 9,37,20,000 Equity Shares of Re. 01/- each. Further the Company;

â¢ has not issued any sweat equity shares during the year under review and hence no information as per provisions of section 54(1) (d) of the Act read with rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished;

â¢ has not issued any shares with differential rights and hence no information as per provisions of section 43(a)(ii) of the Act, read with rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished;

â¢ has not granted employee stock options as per provisions of section 62(1)(b) of the Act, read with rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.

Further, post financial year the Board of Directors of the Company has approved the Right issue of Equity shares of face value '' 1 in the Board Meeting held on June 14, 2024 where the issue size does not exceed 50 crores and the same is under process. The company will utilize the funds raised through right issue to augment the capital base of the Company. The Company intends expansion of its business and has launched various new products such as Safal Working Capital Loans, Safal MSME Loans and Safal Sampati Loans (LAP) under the brand name of âDhanSafalâ

6) TRANSFER TO RESERVES

The Board of Directors has decided to plough back the entire amount of profit in the business. In the year under review, the Company has not transferred any amount to the âGeneral Reservesâ. The closing balance of the retained earnings of the Company for financial year 2023-2024, after all appropriation and adjustments is at '' 437.62 lakhs.

7) LISTING WITH THE STOCK EXCHANGE

Your Companyâs equity shares are listed on the BSE Limited. Accordingly, the annual listing fees for the financial year 202324 and 2024-25 has been paid to the Stock Exchange.

8) SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your Company has no Subsidiary, Associate Company (ies) or Joint Venture within the meaning of Section 2(87) or 2(6) of the Act as on March 31,2024. Accordingly, the details required under Form AOC-1 are not applicable.

9) DEPOSITS

Your Company has not accepted any public deposit within the meaning of Section 73 and 74 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount on account of principal or interest on deposit was outstanding as on the date of the Balance Sheet.

10) MATERIAL CHANGES AFFECTING THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report. It is hereby confirmed that there has been no change in the nature of business of the Company.

11) CORPORATE GOVERNANCE

Effective corporate governance practices constitute the strong foundation on which successful commercial enterprises are built to last. Our Corporate Governance practices are reflection of our value system encompassing our culture, policies, and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholders value legally, ethically and sustainably.

Pursuant to Regulation 15(2)(a) of the SEBI Listing Regulations, the paid up equity share capital and net worth of the Company for the preceding financial year does not exceed rupees ten crore and rupees twenty-five crore respectively and hence, the provisions of regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub regulation (2) of regulation 46 and para C, D and E of Schedule V of the SEBI Listing Regulations are not applicable to the Company. Your Company has also intimated the same to BSE Limited.

Further, the Company hereby undertakes that where the provisions of the regulation 15(2) (a) of the SEBI Listing Regulations becomes applicable to the Company on a later date, it shall comply with the requirements within six months from the date on which the provisions of the said regulation becomes applicable.

12) BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELâS

I. Board of Directors

The Board of Directors is the apex body constituted by the shareholders for overseeing the Companyâs overall functioning. The role of the Board of Directors in Companies is to provide strategic oversight, ensure compliance with regulations, manage risk effectively, and safeguard the interests of stakeholders while promoting sustainable growth. The Board of Directors of the Company consists of professionals from varied disciplines. The day-to-day management of the affairs of the Company is entrusted with the senior management personnel.

The Composition of the Board of Directors of the Company is in conformity with Section 149 of the Act. As on March 31, 2024, the Board of Directors of your Company consisted of Four (4) Directors, out of which, two (2) Directors are NonExecutive Independent Directors, one (1) Non-Executive Non-Independent Woman Director and one (1) Executive Director, who is also the Chairperson and Managing Director of the Company.

Following were the Directors as on March 31,2024:

Sr. No. Name of the Person	DIN	Category
1 Mr. Ankur Agrawal	06408167	Chairperson, Managing Director
2 Mr. Devendra Lal Thakur	00392511	Non-Executive - Independent Director
3 Mr. Milin Ramani	07697636	Non-Executive - Independent Director
4 Mrs. Apeksha Kadam	08878724	Non-Executive - Non-Independent Woman Director

A. Change in Directors:

(1) Cessation/ Resignation:

During the year under review, there was no instance of Cessation/ Resignation by any of the Director of Company.

(2) Appointment/Re-appointment:

> Re-appointment of Mr. Milin Ramani as a Non-Executive - Independent Director.

Pursuant to provisions of the Act and SEBI Listing Regulations and based on recommendation of the Nomination & Remuneration Committee, the Board of Directors have re-appointed Mr. Milin Ramani as an Additional Director in the category of Non-Executive Independent Director and thereafter he was regularized by the Shareholders at 42nd AGM of the Company held on September 12, 2023, for the second term of five (5) consecutive years w.e.f. August 14, 2023 till August 13, 2028.

(3) Director liable to retire by rotation:

Pursuant to provisions of Section 152(6) of the Act, Mrs. Apeksha Kadam, Non-Executive Non-Independent Women Director, retires by rotation at the ensuing AGM and being eligible offers herself for re-appointment. The Nomination and Remuneration Committee and Board have recommended re-appointment of Mrs. Apeksha Kadam. Brief profile of Mrs. Apeksha Kadam as required under Regulation 36 (3) of the SEBI Listing Regulations read with SS-2 on General Meetings is provided separately by way of an Annexure to the Notice of the ensuing AGM which forms part of this Annual Report.

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

None of the Directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

B. Independent Directors

The role of an Independent director includes providing unbiased oversight, bringing expertise and diverse perspectives to board deliberations, ensuring effective governance, safeguarding minority shareholdersâ interests, and overseeing management decisions to enhance transparency and accountability.

Meetings of Independent Directors:

During the year under review, the Independent Directors met on February 12, 2024 as per Schedule IV of the Act and the Rules thereunder to discuss the affairs of the Company and inter-alia to:

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

2. Review the performance of the Chairperson of the Company, taking into account the views of the Executive and NonExecutive Directors;

3. Access 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.

The Meeting was attended by all the Independent Directors as on that date and Mr. Devendra Lal Thakur acted as Lead Independent Director for the said Meeting.

The Independent Directors expressed their satisfaction with the evaluation process and flow of information between the Companyâs management and the Board.

Further, the Company has received the necessary declarations from all the Independent Directors under section 149(7) of the Act, that they meet the criteria of Independence laid down in section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. Further, all the independent directors are registered with data bank maintained by the

Indian Institute of Corporate Affairs (âIICAâ). The Independent Directors have confirmed that they are not aware of any circumstances or situation, which exists or reasonably anticipated that could impair or impact his/her ability to discharge his/ her duties with an objective independent judgment and without any external influence.

The Board after taking these declarations / disclosures on record and acknowledging the veracity of the same, is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise, hold highest standards of integrity and are Independent of the Management of the Company. The terms and conditions of appointment of Independent Directors are available on the website of the Company at http://www.luharukamediainfra.com/ InvestorsRelation.aspx.

II. Key Managerial Personnelâs (KMPâs):

Following were the Key Managerial Personnelâs as on March 31,2024 pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No.	Name of the Person	Designation
1	Mr. Ankur Agrawal	Managing Director
2	Mr. Pravin Gupta	Chief Financial Officer

During the year under review, Ms. Jankhana Gala resigned as Company Secretary & Compliance Officer of the Company with effect from closure of working hours of February 12, 2024.

Further, post financial year, the Board of Directors, on recommendation of Nomination and Remuneration Committee, had considered and approved the appointment of Ms. Nishi M. Shah as a Company Secretary & Compliance Officer of the Company with effect from April 21, 2024.

III. Directorâs Evaluation:

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance with an aim to improve the effectiveness of the Chairperson, the Board, committees, individual director and the Board as whole.

The Company has formulated a policy for performance evaluation of the Independent Directors, the Board, their committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors based on the recommendation of the Nomination & Remuneration Committee and Guidance Note on Board Evaluation issued by the SEBI.

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

IV. Familiarization program for Independent Director(s):

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a system to familiarize its Independent Directors. All Board members of the Company are invited to familiarize themselves with the Company, its management, its operations and above all, the industry and issues. Separate sessions are organized during the year with domain experts to enable Board members to update their knowledge of the sector. Details of the familiarization program on cumulative basis are available on the Companyâs website at http://www.luharukamediainfra.com/InvestorsRelation.aspx.

The familiarization program for Independent Directors aims to provide them with an understanding of the Companyâs business operations, industry dynamics, regulatory environment, financial performance, risk management practices, corporate governance framework, and their roles and responsibilities, thereby enabling them to contribute effectively to board discussions and decisions. During the financial year 2023-24, the independent directors were updated from time to time on continuous basis on the significant changes in the regulations, duties and responsibilities of Independent Directors under the Act and SEBI Listing Regulations. The Company conducted 1 program during the financial year 2023-24 and the time spent by Independent Directors was in the range of 2 hours. The cumulative programs / meetings conducted

till date were 8 and the time spent by Independent Directors was in the range of 14 hours. The policy on Companyâs familiarization program for independent directors is hosted on the Companyâs website http://www.luharukamediainfra.com/ InvestorsRelation.aspx.

V. Meeting of the Board and its Committees:

During the financial year 2023-24, four (4) Board Meetings were held on May 05, 2023, August 11, 2023, November 03, 2023, and February 12, 2024. The necessary quorum was present for all the meetings.

The details of attendance of Directors at Board Meetings during the financial year 2023-24 and at the 42^nd Annual General Meeting (âAGMâ) of the Company are mentioned herein below: -

Sr. No.	Name of Member	Category	No. of Meetings attended Held Attended during the tenure		% of attendance	Attendance at 42^nd AGM held on 12^th September, 2023
1.	Mr. Ankur Agrawal	Managing Director, Chairperson	4	4	100	Yes
2.	Mr. Milin Ramani	Non-Executive -Independent Director	4	4	100	Yes
3.	Mr. Devendra Lal Thakur	Non-Executive -Independent Director	4	4	100	Yes
4.	Mrs. Apeksha Kadam	Non- Executive - NonIndependent Woman Director	4	4	100	Yes

COMMITTEES OF THE BOARD:

The Committees of the Board play an important role in enhancing governance, oversight, and specialized decisionmaking within the organization. Each committee focuses on specific areas such as audit, risk management, nomination and remuneration, and relationship with stakeholders, ensuring thorough examination and informed recommendations on key issues, thereby supporting the board in making well-informed decisions aligned with the Companyâs strategy and interests. Each Committee is guided by its Charter or terms of reference, which provides for the composition, scope, powers and duties and responsibilities. The recommendation and/or observations and decisions are placed before the Board for information or approval.

Further, the minutes of the various committee meetings are also placed before the Board in their meetings. The Chairperson of respective Committee updates the Board regarding the discussions held/ decisions taken at the committee meetings.

There are four (4) Board Committees, consisting of both statutory & non-statutory committees as on March 31, 2024 and details of committees are mentioned below:

STATUTORY COMMITTEES

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

i) AUDIT COMMITTEE

Name of the	Category and Composition			Other details
Committee	Name	Category
Audit Committee	Mr. Devendra Lal Thakur (Chairperson)	Non-Executive -Independent Director	â¢	During the financial year under review, the Audit Committee met 4 (Four) times on May 05, 2023, August 11, 2023, November 03, 2023, and February 12, 2024;
	Mr. Ankur Agrawal (Member)	Executive DirectorManaging Director	â¢	The Committee comprises of three Directors out of which 2/3^rd are Independent Directors and Chairperson of the committee is an Independent Director;
	Mr. Milin Ramani (Member)	Non-Executive -Independent Director
			â¢	All members are financially literate and bring in expertise in the fields of finance, accounting, development, strategy and management;
			â¢	Committee invites such of the executives as it considers appropriate, representatives of the statutory auditors and internal auditors, to be present at its meetings;
			â¢	The Company Secretary acts as the Secretary to the Audit Committee;
			â¢	None of recommendations made by the Audit Committee were rejected by the Board.
			â¢	The AGM for the financial year 2022-23 was held on September 12, 2023 and was attended by Mr. Devendra Lal Thakur, Chairperson of the Committee.
ii) NOMINATION AND REMUNERATION COMMITTEE
Name of the Committee	Category and Composition			Other details
Name of the Committee	Name	Category
Nomination and Remuneration Committee	Mr. Milin Ramani (Chairperson)	Non-Executive -Independent Director	â¢ â¢	During the financial year under review, the Committee met 1 (One) time on May 05, 2023; The Nomination and Remuneration Committee comprises of three directors out of which 2/3^rdare independent directors and Chairperson of the committee is an independent director; None of recommendations made by the Committee were rejected by the Board.
	Mr. Devendra Lal Thakur (Member)	Non-Executive -Independent Director	â¢
	Mrs. Apeksha Kadam (Member)	Non-Executive - NonIndependent Director	â¢	The AGM for the financial year 2022-23 was held on September 12, 2023 and was attended by Mr. Milin Ramani, Chairperson of the Committee.

â¢ Pecuniary Relationship or Transactions with Non-Executive Directors

During the year, there were no pecuniary relationships or transactions entered into between the Company and any of its Non-Executive / Independent Directors apart from payment of sitting fees and / or commission / perquisites as approved by the members.

â¢ Criteria of making payment of Remuneration to Non-Executive Directors

Non-Executive Directors (âNEDsâ) are paid remuneration by way of Sitting Fees;

i. During the financial year 2023-24, no Commission was paid to the Non-Executive Directors;

ii. No amount by way of loan or advance has been given by the Company to any of its directors;

iii. The sitting fees payable to the NEDs for attending the Board and Committee meetings is fixed subject to the statutory ceiling. The details of sitting fees paid to the Non-Executive Independent Director and NonExecutive Non-Independent Directors for the financial year 2023-24 are given in Annexure I.

â¢ Details of Remuneration paid to Executive Director

The details of remuneration paid to the Executive Directors for the financial year 2023-24 are given in Annexure I of the Directorsâ Report. The remuneration paid to the Executive Directors is inclusive of all benefits i.e. salary, bonus, etc. Non-Executive Non Independent Directors & Independent Directors were in receipt of sitting fees only. Further, Company has not issued any stock options to the Directors of the Company.

iii) STAKEHOLDERSâ RELATIONSHIP COMMITTEE

Name of the Committee	Category and Composition Name Category		Other details
Stakeholdersâ Relationship Committee	Mrs. Apeksha Kadam (Chairperson)	Non-Executive - â¢ Non-Independent Director	During the financial year under review, the Committee met 4 (Four) times on May 05, 2023, August 11,2023, November 03, 2023, and February 12, 2024;
			The Committee comprises of four directors out of which two are independent directors. The Chairperson of the Committee is Non-Executive - Non-Independent Director;
	Mr. Ankur Agrawal (Member)	Executive DirectorManaging Director
		â¢	Details of Investor complaints and Compliance Officer
	Mr. Devendra Lal Thakur (Member)	Non-Executive -Independent Director	are provided below; None of recommendations made by the Committee were rejected by the Board. The AGM for the financial year 2022-23 was held on September 12, 2023 and was attended by Mrs. Apeksha Kadam, Chairperson of the Committee.
	Mr. Milin Ramani (Member)	Non-Executive -Independent Director â¢

Status of Transfers:

There were no pending share transfer requests as on March 31,2024. Complaints:

The details of shareholdersâ complaints received and disposed of during the financial year under review are as follows:		Name, designation and address of Compliance Officer:
STATUS OF INVESTOR COMPLAINTS		Ms. Nishi M. Shah,
1. Pending at the beginning of the financial year	0	Company Secretary and Compliance Officer,
2. Received during the financial year	0	A-301, Hetal Arch, Opposite Natraj Market S.V.Road, Malad(West), Mumbai - 400067,
3. Disposed off during the financial year	0
4. Pending at the end of the financial year	0	Maharashtra, India.

Attendance records of Committee Meetings

Name of the Committee	Audit Committee Nomination and Remuneration Committee		Stakeholdersâ Relationship Committee
No. of meetings held	4	1	4
	No. of meetings attended
Name of the member
Mr. Devendra Lal Thakur	4	1	4
Mr. Milin Ramani	4	1	4
Mr. Ankur Agrawal	4	-	4
Mrs. Apeksha Kadam	-	1	4

NON-STATUTORY COMMITTEE OPERATIONS COMMITTEE

The Operations Committee of the Company was constituted by the Board of Directors in their meeting held on August 02, 2022, for operational convenience and to deal with the matters relating to frequent banking and day-to-day business affairs on urgent business without necessarily calling for a board meeting.

Further, the Operations Committee also oversees operational efficiency, risk management, cost control, and process improvement to ensure effective day-to-day operations and support strategic objectives.

The Composition of the Operations Committee is as follows:

1. Mr. Ankur Agrawal, Managing Director

2. Mrs. Apeksha Kadam, Non-Executive - Non-Independent Director The terms of reference of the Operations Committee include the following:

a) To authorize opening and closing of bank accounts & to authorize additions/deletions to the signatories pertaining to banking transactions;

b) To approve investment of surplus funds of the Company in various mutual funds, fixed deposits, govt. treasury bonds or any other securities, subject to limit as specified under the provisions of Section 186 of the Companies Act, 2013 read with limits set by Shareholders of the Company from time to time;

c) To approve any borrowing of money by the Company subject to limit as specified under the provisions of Section 180 of the Companies Act, 2013 read with limits set by Shareholders of the Company from time to time;

d) To grant loans or give guarantee or provide security in respect of loans on behalf of the Company subject to limit as specified under the provisions of Section 186 or any other provisions of the Companies Act, 2013 read with limits set by Shareholders of the Company from time to time;

e) To approve transactions relating to foreign exchange exposure, derivative & hedging contracts including but not limited to forward cover and derivative products (within overall aforesaid limit of investment), including delegating such power to any other official of the Company;

f) To delegate authority to the Company officials, Authorised Representative to represent the Company at various Courts, National Company Law Tribunal (NCLT), Government authorities, Stock Exchange(s), Securities and Exchange Board of India (SEBI), Securities Appellate Tribunal (SAT) or Arbitration or any Court of Law or any Tribunal or any Quasi-Judicial or Statutory or Administrative Authority to attend, sign and submit applications, petitions, plaints, written statement, counterclaim, objection petition, Complaints, vakalatnamas, evidence, affidavits and all other documents, etc.;

g) To approve, sign and execute service agreements, consultancy agreements, technical support agreements, or any other agreements, accepting Purchase Order or purchase contracts or incurring of any commitments including

delegating such power to any other official/employee/authorised Representative of the Company to sign and execute such agreements;

h) Allotment and Post-Allotment activities of Companyâs Securities. The scope of work of this Committee is to approve allotment, issue of Certificate/Letter of allotment, transfer, transmission, re-materialisation, issue of duplicate certificates, consolidation /split of Companyâs domestic and foreign Securities, (if any);

During the period under review, no meetings of Operations Committee were held.

13) REMUNERATION TO DIRECTORS, PARTICULARS OF EMPLOYEES AND HUMAN RESOURCES (HR)

Your Company had 8 employees as on March 31, 2024. The statement containing particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as no employees were in receipt of remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the ratio of the remuneration of each Director to the median employeeâs remuneration and other details in terms of Section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure I and forms part of this report.

14) AUDITORS

A. STATUTORY AUDITOR

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. R S R V & Associates, Chartered Accountants, (FRN: 115691W) is appointed as Statutory Auditor of the Company at 41^st AGM held on September 21,2022, to hold office for a period of 5 consecutive years from the conclusion of the 41^st AGM till the conclusion of the 46^th AGM to be held in 2027.

The report of the Statutory Auditor review does not contain any qualification, reservation or adverse remark or disclaimer and the said report along with the notes is enclosed with the Financial Statements.

The Statutory Auditor was present at the last AGM. Further, the Auditor of the Company have not reported any fraud as specified under Section 143(12) of the Act.

B. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Mitesh J. Shah & Associates, Practicing Company Secretaries (Membership No.: F10070; Certificate of Practice No.: 12891), as Secretarial Auditor of the Company for the financial year 2023-24 to conduct the Secretarial Audit and issue the Secretarial Audit Report in Form MR-3. The report of the Secretarial Auditor for the financial year 2023-24 is annexed as Annexure II to this Report.

The report is self-explanatory and does not have any other qualifications, reservation and adverse remarks for the financial year ended March 31,2024 except following -

There has been a delay in Compliance to the provisions of regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 with respect to submission of Structured Digital Database (SDD) Compliance Certificate for the Quarter ended 31^st December, 2023.

The Management explains -

âThe SDD Compliance Certificate was duly acquired by the Company for the quarter ended 31^st December, 2023 on January 11, 2024 from HRU & Associates, however due to a technical issue the same was not uploaded on BSE Listing Portal within the prescribed timeline. Thereafter, the same was uploaded by the Company on January 29, 2024 and as on date the Company is duly compliant with to the provisions of regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 with respect to submission of Structured Digital Database (SDD) Compliance Certificate.â

The Secretarial Auditor of the Company was present at the last AGM of the Company. Further, the Secretarial Auditor of the Company has not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

C. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Act, read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s. ASHP & Co., Practicing Chartered Accountants, Mumbai which has performed the duties of Internal Auditor of the Company for the financial year 2023-24 and their report is reviewed by the Audit committee from time to time.

D. COST AUDITOR

Provisions of section 148(1) of the Companies Act, 2013 read with Rule 3 of the Companies (Cost records and Audit) Rules, 2014 requiring maintenance and audit of cost records and appointment of cost auditor is not applicable to your Company.

15) NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company outlines guidelines and procedures for appointing directors, evaluating their performance, determining their remuneration, and ensuring alignment with the Companyâs strategic goals and regulatory requirements. This policy aims to attract and retain qualified directors, promote transparency, and align director compensation with company performance and stakeholder interests.

The Company has a Nomination and Remuneration Policy for Directors and Senior Managerial Personnel in compliance with the provisions of Section 178 of the Act and as approved by the Nomination and Remuneration Committee and the Board. The policy inter-alia covers the Directors, Key Managerial Personnel and other senior management appointment and remuneration. It is driven by the success and performance of the individual employees and the Company. Through its compensation programme, the Company endeavors to attract, retain, develop and motivate a high-performance workforce.

The Committee periodically reviews the composition of the Board with the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience. The policy is available on website of the Company at web link http://www.luharukamediainfra.com/InvestorsRelation.aspx. The policy covers the following aspects:

â¢ Appointment of Directors, KMPâs and other senior management

â¢ To evaluate the performance of the members of the Board.

â¢ To ensure remuneration payable to Directors, KMPâs & other senior Management and to strike appropriate balance and commensurate among others with the functioning of the Company and its long-term objectives.

â¢ To retain motivate and promote talent within the Company and to ensure long term sustainability of the managerial persons and create a competitive advantage.

â¢ To recommend to the board, all remuneration, in whatever form, payable to senior management.

16) CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for Prevention of Insider Trading in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015 (âInsider Trading Regulationsâ).

Pursuant to above, the Company has put in place adequate and effective system of internal controls to ensure compliance with the requirements of Insider Trading Regulations.

The Code is available on website of the Company at web link: http://www.luharukamediainfra.com/Investors Relation.aspx.

17) RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions entered into are at an armâs length basis and in the ordinary course of business. Prior omnibus approval of the Audit Committee is obtained for Related Party Transactions which are of a repetitive nature, entered into in the ordinary course of business and at armâs length. All related party transactions are placed before the Audit Committee and Board of Directors for their review and approval on quarterly basis. There were no material contracts or arrangements or transactions with related parties, therefore Form AOC-2 does not form part of this report. Details of the Related Party Transactions are provided in the accompanying Financial Statements which form part of this Annual Report.

The Company has put in place a policy for related party transactions (âRPT policyâ) which has been reviewed and approved by the Audit Committee and Board of Directors respectively. The RPT policy provides for identification of related party and

related party transactions, materiality of related party transactions, necessary approvals by the Audit Committee/Board of Directors/ Shareholders of related party transactions and subsequent material modification thereof, reporting and disclosure requirements in compliance with the provisions of the Act and the SEBI Listing Regulations. The RPT policy has been uploaded on the website of the Company and can be accessed at the following link http://www.luharukamediainfra.com/ InvestorsRelation.aspx.

18) WHISTLE BLOWER POLICY / VIGIL MECHANISM

A Whistleblower Policy, also known as a Vigil Mechanism, ensures a confidential platform for employees and stakeholders to report concerns about unethical behavior, misconduct, or illegal activities within the organization. It aims to foster a culture of transparency, integrity, and accountability, providing assurances that disclosures will be investigated promptly and impartially without fear of retaliation, thereby safeguarding the interests of all stakeholders and upholding ethical standards.

In compliance with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulation, your Company has adopted a Vigil Mechanism /Whistle Blower Policy. The Audit Committee oversees the functioning of this policy. The Companyâs Vigil Mechanism/ Whistle Blower Policy aims to provide the appropriate platform and protection for Whistle Blowers to report instances of fraud and mismanagement, if any, to promote reporting of any unethical or improper practice or violation of the Companyâs Code of Conduct or complaints regarding accounting, auditing, internal controls or suspected incidents of violation of applicable laws and regulations including the Companyâs ethics policy or Code of Conduct for Prevention of Insider Trading in the Company, Code of Fair practices and Disclosure. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal.

Details of the Vigil Mechanism and Whistleblower policy are made available on the Companyâs website at http://www. luharukamediainfra.com/InvestorsRelation.aspx.

During the financial year 2023-24, no cases under this mechanism were reported to the Company.

19) PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company is committed to upheld and maintain the dignity of women employees and to provide a safe and conducive work environment to all its employees and associates working in the Company. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has put in place Policy on Prevention of Sexual Harassment at Workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year:

Particulars	No of Complaints
Number of complaints pending at the beginning of the year, i.e April 01,2023	Nil
Number of complaints received during the year	Nil
Number of complaints disposed of during the year	Nil
Number of cases pending at the end of the year, i.e. March 31,2024	Nil

20) ANNUAL RETURN

Pursuant to section 92(3) read with section 134(3)(a) of the Act, the Annual Return of the Company for financial year

2023-24 is available on Companyâs website at http://www.luharukamediainfra.com/InvestorsRelation.aspx.

21) DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, and to the best of Boardâs knowledge and belief and according to the information and

explanations obtained by them, your Directors confirm the following statements:

i. In the preparation of the annual accounts for the year ended March 31,2024, the applicable accounting standards have been followed and there are no material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the profits of the Company for the financial year under review;

iii. The Directors have 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;

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

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

vi. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

22) MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under the Regulation 34(2)(e) of the SEBI Listing Regulations and is presented in a separate section forming part of this Annual Report. It provides details about the overall industry structure, global and domestic economic scenarios, developments in business operations / performance of the Companyâs various businesses, internal controls and their adequacy, risk management systems, human resources and other material developments during the financial year 2023-24.

23) INTERNAL SYSTEMS AND CONTROL THEIR ADEQUACY

The Board has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems, work performed by the Internal, Statutory and Secretarial Auditors and external consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls with reference to the financial statements were adequate and effective during the Financial Year under review. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

24) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The operations of your Company are not energy intensive and hence, disclosure pursuant to the provisions of section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable. However, the Company is taking all possible measures to conserve energy. Several environment friendly measures are adopted by the Company. The Company continued to give major emphasis for conservation of Energy. The Companyâs operations do not require significant import of technology.

25) FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of foreign exchange earnings and outgo required under Section 134 (3) (m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are as under:

Particulars	Year Ended March 31, 2024	Year Ended March 31, 2023
Foreign Exchange Used	Nil	Nil
Foreign Exchange Earned	Nil	Nil

26) CORPORATE SOCIAL RESPONSIBILITY (âCSRâ)

The Company does not come under the purview of the provisions of Section 135 of the Act read with the Rules prescribed therein, relating to Corporate Social Responsibility.

27) BUSINESS RISK MANAGEMENT

Business risk management involves identifying, assessing, and mitigating potential threats and uncertainties that could impact the achievement of the companyâs objectives and overall performance.

Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided in this annual report in Management Discussion and Analysis.

28) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The loans made, guarantee given or security provided in the ordinary course of business by a NBFC registered with RBI are exempt from the applicability of the provisions of Section 186 of the Act. As such, the particulars of loans and guarantee have not been disclosed in this Report. Pursuant to Regulations 34(3) of the Listing Regulations, 2015, the particulars of loans / advances have been disclosed in the notes to financial statements.

29) MANAGING DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION

The Managing Director (âMDâ) and Chief Financial Officer (âCFOâ) have certified to the Board about compliance by the Company in accordance with Regulation 17(8) read with Part B of Schedule II of the Listing Regulations for the financial year ended March 31,2024 and the same forms part of this Annual Report.

30) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the financial year 2023-24, there were no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and operations of the Company in future.

31) SECRETARIAL STANDARDS

Your Company has complied with all applicable Secretarial Standard issued and notified by the Institute of Company Secretaries of India and approved as such by the Central Government.

32) GENERAL DISCLOSURE

â¢ There has been no change in the nature of business of the Company;

â¢ There was no revision in the financial statements;

â¢ During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to section 67(3) of the Act, read with rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

â¢ During the year under review, no funds were raised through preferential allotment or qualified institutional placement.

â¢ The Company has complied with relevant guidelines as prescribed by Reserve Bank of India from time to time and filed necessary forms as required by the NBFCâs.

â¢ During the year under review, the Company has not made any application under Insolvency and Bankruptcy Code, 2016 and there is no proceeding pending under the said Code as at the end of the financial year;

â¢ During the year, the Company has not undergone any one-time settlement and therefore the disclosure in this regard is not applicable.

33) ACKNOWLEDGEMENTS

Your Directors wish to express their gratitude for the guidance and co-operation received from the Financial Institutions, Banks, various Central and State Government Departments besides the Customers and Suppliers during the year under report. The Directors place on record their deep appreciation of the devoted services of all the employees. The Directors, particularly, wish to acknowledge and place on record the continuous support and guidance of all the shareholders and, more importantly, for the confidence reposed in the Companyâs management.

BY ORDER OF THE BOARD OF DIRECTORS OF LUHARUKA MEDIA & INFRA LIMITED

Sd/-

ANKUR AGRAWAL CHAIRPERSON & MANAGING DIRECTOR

DIN:06408167

Date: July 29, 2024 Place: Mumbai

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 34th Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March 2015. The financial results of the Company are summarized below:

FINANCIAL RESULTS:

(Rupees)

PARTICULARS 31.03.2015 31.03.2014

Revenue from Operations 26,01,040 21,34,824

Other Income 31,87,076 27,11,795

Profit For The Year Before Taxation 23,67,143 15,78,275

Tax Expenses

(a) Current Tax 9,00,000 6,35,000

(b) Deferred Tax (7,108) (77,155)

(c) Tax of Earlier Year 34,065 -

Profit after tax 14,40,186 1,020,430

FINANCIAL HIGHLIGHTS:

* Revenue from operations stood at Rs. 26,01,040/- for fiscal year 2015.

* Other income stood at Rs. 31,87,076/- for fiscal year 2015

* Profit for fiscal year 2015 is Rs. 14,40,186/- OPERATIONS:

Your Company is an upcoming infrastructure and media company in terms of revenue, earnings, market capitalization and developable area. The Company's primary business is development of residential, commercial and retail properties. The company has a unique business model with earnings arising from development and rentals and other media related activities. Its exposure across businesses, segments and geographies, mitigates any down-cycles in the market.

During the year Mr. Anil Agrawal HUF has given a public announcement under Regulation 3 and 4 of SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 2011 to the public shareholders of the company and accordingly complied with the compliances of SEBI and taken over the control and management of your company.

DIVIDEND:

Your directors do not propose any dividend for the financial year ended 31.03.2015.

RESERVES:

The Company has not carried forward any amount to Reserves.

CHANGE IN MANAGEMENT & CONTROL:

The erstwhile promoter of the Company i.e M/s Bhrosemand Commodities Private Limited was entered Share Purchase Agreement on 10/10/2014 with Anil Agrawal HUF, and accordingly Anil Agrawal HUF, acquirer has given the public announcement on 10/10/2014 as per SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 2011. The Open Offer was completed in the month of June 2015 by complying with the SEBI (SAST) Regulations, 2011 and Anil Agrawal HUF has become the promoter of the Company.

However, M/s Anil Agrawal HUF has received an Ex-parte ad interim order dated December 19, 2014 passed by the Securities Exchange Board of India (SEBI) under section 11(1), 11(4) and 11B of the Securities Exchange Board of India Act, 1992 in the matter of First Financial Services Limited for not accessing the capital market. Your Promoter i.e. Anil Agrawal HUF filed a reply with SEBI in this regard.

On 24th February 2015, a hearing took place in SEBI. No final order has been passed by SEBI in this regard.

Further Mr. Anil Agrawal has been appointed as the Executive Promoter Director and Compliance Officer of the Company.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association, Mr. Manish Dadhich, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Mr. Anil Agrawal has been appointed as Additional Executive Promoter Director w.e.f 24th June 2015 and Ms. Alka Lath has resigned w.e.f 24th June, 2015 as the Whole Time Director of the Company.

All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of listing agreement.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

A brief resume and other details, as stipulated under the Listing Agreement for the above Directors seeking re-appointment is given as Additional Information on Directors which forms part of the Notice.

(i) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Shareholders and Relationship Committee. The Directors expressed their satisfaction with the evaluation process.

(ii) Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The remuneration policy as adopted by the company envisages payment of remuneration according to qualification, experience and performance at different levels of the organization.

(iii) Details of Meetings held

During the year Six Board Meetings and one Independent Directors' meeting was held. The Details of the meetings and attendance thereof have been given in Corporate Governance Report forming a part of the Annual Report. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

(iv) Constitution of Committees

The Board has constituted an Audit Committee, Nomination & Remuneration Committee and a Shareholders and Relationship Committee, the details of which have been mentioned in the Corporate Governance Report.

LISTING:

The Company's Shares are listed on BSE Limited. The Company has paid Listing fees for F.Y. 2015-16 to the BSE Limited.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement Clause (c) of subsection (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standard had been followed along with proper explanation relating to material departures.

2. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 loss of the Company for the year under review.

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the directors had prepared the accounts for the financial year ended 31st March, 2015 on a going concern basis.

5. That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6. That 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.

REGISTERED OFFICE OF THE COMPANY:

Since there is a change in Control and Management of the Company, the registered office of your Company has been shifted from Flat No 1006, Piccadilly - 3 Co op Hsg Soc Ltd, Royal Palm Mayur Nagar, Aarey Milk Colony, Goregaon (E), Mumbai 400065 to A-301, Hetal Arch, Opp. Natraj Market, S.V. Road, Malad West, Mumbai 400064 in the Board Meeting held on 10th July, 2015.

DEPOSITS:

The Company has not invited or accepted any deposits during the financial year 2014-2015.

AUDITORS:

(i) Statutory Auditor

The retiring Statutory Auditor, namely M/s. S A R A & Associates., Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting and are seeking re-appointment. They have confirmed that their appointment if made, at the Annual General Meeting, will be within the limits prescribed under Companies Act, 2013. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1)(h) of the Listing Agreement. Members are requested to consider their reappointment.

(ii) Secretarial Auditor

In terms of Section 204 of the Companies Act 2013 and Rules made there under, MRK & Co, Practicing Company Secretaries have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure 1 to this report.

(iii) Internal Auditor

M/S Pravin Chandak & Associates, Practicing Chartered Accountant, Mumbai performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

COMMENTS ON AUDITOR'S REPORT:

Statutory Auditors:

With respect to preliminary expenses, the Company had incurred certain expenses on account of increase in Authorized capital in connection with the Rights Issue of Equity Shares which were treated as Preliminary expenses in the books of accounts of the Company. Out of the said expenses, 1/5 has been debited to profit & loss account for the financial year 2014-2015 and balance has been carried forward for the next years with expectation of future benefit. The management has now decided that if any benefit will not arises in the next financial year 2015-2016 then all the preliminary expenses will be written off in compliance with Accounting Standard 26.

As regards not making provision for retirement benefits of employees, the same has not been done in view of the meager staff strength.

Secretarial Auditor:

As regards Company not having appointed the Company Secretary as required under Section 203 of the Companies Act 2013, the Company has made suitable efforts for the recruitment of a Suitable Candidate for the post of Company Secretary.

As regards the Company having delayed the filing of certain returns/ forms with the Registrar of Companies, these forms/returns have been filed by making the payment of the additional fee as prescribed by the law.

The Company is in process of formulating the certain policies as required under the Companies Act, 2013 and listing agreement and will finalize the same as and when the policies are mandatorily applicable to the Company.

Your Company has received an order dated December 20, 2014 passed by the Securities Exchange Board of India (SEBI) under section 15-I of the Securities Exchange Board of India Act, 1992 read with Rule 5 of SEBI (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 1995 in the matter of Proposed Rights Issue of your Company and levied a penalty of Rs 5,00,000/- (Rupees Five Lacs only) for which a hearing took place on November 21,2014 in SEBI. Accordingly, your Company has made the requisite payment of the penalty to the SEBI.

During the year, Anil Agrawal HUF has given the public announcement on 10/10/2014 to the public shareholders of your Company as per SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 2011. The Open Offer was completed in the month of June 2015 by complying with the SEBI (SAST) Regulations, 2011 and Anil Agrawal HUF has become the promoter of the Company.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.splashmediainfra.com/whistle_blower_policy.php.

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC2 is enclosed as Annexure2. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board and has been uploaded on the website of the Company.

SEBI ORDERS

1. SEBI had passed an adjudication order against the company vide order no. CFD/SML/AO/DRK-CS/eAD-3/500/44-14 dated 25th March 2014 by imposing a penalty of Rs. 15,00,000/- for Non Compliance of 6(2), 6(4), 7(3), 8(3) of SEBI (SAST) Regulations 1997.

Thereafter, the Company filed an appeal before the Securities Appellate Tribunal, Mumbai against the said order of Adjudication Officer (Ao). SAT has directed the AO of SEBI vide no. bearing no.182 of 2014 dated July 2nd, 2014 to restore the matter for fresh decision on merits and in accordance with law after considering the submissions made by the Target Company. The Order is pending from SEBI.

2. SEBI had sent a show cause notice under rule 4 of SEBI (Procedure for holding inquiry and imposing penalties by Adjudicating officer) Rules, 1995 and under rule 4 of Securities Contracts Regulations (Procedure for holding inquiry and imposing penalties by Adjudicating officer) Rules, 2005 in the matter Rights Issue of the Company bearing no. EAD-5/ADJ/ASK/AA/ OW/22605/2014 dated 31st July 2014 to the company.

The Company has submitted its reply to SEBI on 8th October 2014. Accordingly, adjudicating officer has passed order no. ASK/ AO/115/2014-15 DATED December 30, 2014 and imposed a penalty of Rs 5,00,000/- (Rupees Five lacs only) on the Company which has been paid vide Demand draft bearing no. 755993 dated January 7, 2015.

The Adjudicating officer also passed order no. ASK/AO/116-18/2014-15 dated 30th December 2014 exonerating all the three (3) directors against the alleged violation of ICDR Regulations, 2009.

PARTICULARS OF EMPOLYEES UNDER THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The provisions of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended are not applicable to the company, as there are no employees whose remuneration is in excess of the limits prescribed.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT9 is annexed herewith as Annexure 4.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors during the year is furnished hereunder:

Sr. Name of the Director/ Designation Remuneration No KMP 2014-15

1 Ms. Alka Lath Whole Time Director 4,60,000 p.a.

2 Mr. Sharad Mishra** Chief Financial Officer 22,000

Sr. Name of the Director/ Remuneration Increase/ Ratio/Times No KMP 2013-14 Decrease per median of employee remuneration

1 Ms. Alka Lath Nil 4,60,000 2.04

2 Mr. Sharad Mishra** Nil 22,000 0.10

** Mr. Sharad Mishra was appointed as the Chief Financial Officer of the Company w.e.f 13th February, 2015.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

BUSINESS RISK MANAGEMENT:

The company has been addressing various risks impacting the company and the policy of the company on risk management is provided elsewhere in this annual report in Management Discussion and Analysis.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT:

The Management Discussion and Analysis for the year 2014-15 and a detailed report on Corporate Governance, as required under Clause 49 of the Listing agreement executed with the Stock Exchange, are given in separate sections forming part of the Annual Report.

A Certificate from Statutory Auditors of the company, M/s. S A R A & Associates., Practicing Chartered Accountants, confirming compliance with the conditions of Corporate Governance stipulated in Clause 49 is annexed to the report on Corporate Governance. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUT GO:

Information in accordance regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure 3.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing Agreement and requirements of Companies Act, 2013, the Cash Flow Statement for the year ended 31.3.2015 is annexed here to as a part of the Financial Statements forming a part of the Annual Report.

POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

A policy on Sexual Harassment of Women at Workplace has been drafted and approved by the Board in its meeting held on May 29, 2015. A committee namely Local Control Committee has been construed for protection of women against Sexual Harassment at the workplace consisting of the following:

Name of Member Designation

Mrs. Shuchi Bansal Chairman

Mrs. Nikita Kothari Member

Mr. Sharad Mishra Member

The Committee will look after the complaints received from the women employees and will also work for Safety of Women at workplace.

ACKNOWLEDGEMENT:

Your directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review. Your directors also express their deep gratitude for the assistance, co-operation and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support.

By Order of the Board For Splash Media & Infra Ltd

Place: Mumbai Sd/- Sd/- Dated: 14.08.2015 Anil Agrawal Manish Dadhich Executive Director Director

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 33rd Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March 2014. The financial results of the Company are summarized below:

FINANCIAL RESULTS:

(Rupees)

PARTICULARS 31.03.20141 31.03.2013

Revenue from Operations 21,34,824 67,05,597

Other Income 27,11,795 9,26,139

Profit For The Year Before Taxation 15,78,275 44,78,351

Tax Expenses

(a) Current Tax 6,35,000 13,82,461

(b) Deferred Tax (77,155.00) (14,016)

(c) Tax of Earlier Year 2,630

Profit after tax 10,20,430 31,07,276

FINANCIAL HIGHLIGHTS:

Revenue from operations stood at Rs. 21,34,824/- for fiscal 2014

Other income stood at Rs. 27,11,795/- for fiscal 2014

Profit for fiscal 2014 is Rs. 10,20,430/-

DIVIDEND:

Your directors do not propose any dividend for the accounting year ended 31.03.2014.

DIRECTORS:

During the year Ms. Alka Lath was appointed as an additional Director of the Company on 15th March, 2014. She was re-appointed as whole Time Director of the Company for five years w.e.f. 30th May, 2014 subject to approval of members in this Annual General Meeting.

Mr. Kailash Chandra Sharma and Mr. Ratan Lal Maheshwari resigned from the Directorship on 30th May, 2014 and 2nd July, 2014 respectively.

Mr. Manish Dadhich, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Mrs. Shuchi Bansal and Mr. Sunil Jain, directors of the Company, are being appointed as independent directors for five consecutive years for a term upto the conclusion Annual General Meeting of Company in the 2019, as per provisions of Section 149 and other applicable provisions of the Companies Act 2013.

Necessary resolutions for the appointment /re-appointment of the aforesaid directors have been included in the notice convening the ensuing AGM and details of the proposal for appointment / re-appointment are mentioned in the explanatory statement of the notice. Your directors commend their appointment / re-appointment.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 274(1)(g) of the Companies Act, 1956.

A brief resume and other details, as stipulated under the Listing Agreement for the above director seeking re-appointment is given as Additional Information on Directors which forms part of the Notice.

LISTING:

The Company''s Shares are listed on BSE Limited. The Company has paid Listing fees for F.Y. 2014-15 to the BSE Limited.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is attached herewith and forms part of the Director Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies have been selected and the directors have 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 2013-2014 and of the profit and loss of the Company for the period;

(iii) Proper and sufficient care has been taken 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;

(iv) The annual accounts have been prepared on a going concern basis.

REGISTERED OFFICE OF THE COMPANY:

The registered office of the Company shifted to Flat No 1006, Piccadilly - 3 Co op Hsg Soc Ltd, Royal Palm Mayur Nagar, Aarey Milk Colony, Goregaon (E), Mumbai 400065.

DEPOSITS:

The Company has not invited or accepted any deposits during the financial year 2014-2015.

STATUTORY AUDITORS:

The retiring auditors, namely M/s. S A R A & Associates., Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting and are seeking re-appointment. They have confirmed that their appointment if made, at the Annual General Meeting, will be within the limits prescribed under Companies Act, 2013. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1)(h) of the Listing Agreement. Members are requested to consider their reappointment.

COST AUDITORS:

The Central Government had not directed an audit of cost accounts maintained by the company in respect of its trading business.

COMMENTS ON AUDITOR''S REPORT:

With respect to preliminary expenses, the Company had incurred certain expenses on account of increase in Authorised capital in connection with the Rights Issue of Equity Shares which were treated as Preliminary expenses in the books of accounts of the Company. Out of the said expenses,1/5 has been debited to profit & loss account for the financial year 2013-2014 and balance has been carried forward for the next years with expectation of future benefit. The management has now decided that if any benefit will not arises in the next financial year 2014-2015 then all the preliminary expenses will be written off in compliance with Accounting Standard 26.

With regard to maintenance of Fixed Assets register, the same will be complied in future.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A):

The Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1988, as amended are not applicable to the Company, as there are no employees whose remuneration is in excess of the limits prescribed.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUT GO:

During the year the Company has not consumed any source of energy, absorbed any new technology and transacted in foreign exchange. Hence information as per clause (e) of Sub Section (1) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing Agreement and requirements of Companies Act, 2013, the Cash Flow Statement for the year ended 31.3.2014 is annexed here to.

ACKNOWLEDGEMENT:

Your directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review.

Your directors also express their deep gratitude for the assistance, co-operation and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support.

For Splash Media & Infra Ltd. By Order of the Board

Place: Mumbai Sd/- Sd/- Dated: 05.08.2014 Shuchi Bansal Alka Lath Director Whole Time Director

Mar 31, 2013

To the Members of the Company,

The Directors have pleasure in presenting the 32nd Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March 2013. The fnancial results of the Company are summarized below:

FINANCIAL RESULTS:

PARTICULARS CURRENT YEAR PREVIOUS YEAR AMOUNT (RS.) AMOUNT (RS.)

PROFIT BEFORE DEPRECIATION AND TAXATION 4506576.00 9947468.00

LESS: Depreciation (28225.00) (55332.00)

PROFIT FOR THE YEAR BEFORE TAXATION 4478351.00 9892136.00

Less : Provision for taxation

Current tax (1382461.00) (3150000.00)

Deferred tax 14016.00 5749.00 Taxation Provisions for Earlier years (2630.00) (33160.00)

PROFIT AFTER TAX 3107276.00 6714725.00

Add: Brought forward from last year 13630091.00 9093842.00

Amount available for Appropriation 16737367.00 15808566.00

Less: Provision for Dividend (937200.00) (1874400.00)

Less : Provision for Corporate Dividend Tax (152038.00) (304075.00)

Balance Carried to Balance Sheet 15648129.00 13630091.00

PERFORMANCE OF THE COMPANY:

Looking into the market scenario during the year under review, the performance of your Company has been satisfactory. The gross income from operations has decreased as compared to the previous year. your directors are taking reasonable steps to increase the Gross income in the coming year.

We are sure that your company is of the view that the performance of the Company would further improve in the next fnancial year.

DIVIDEND:

Taking the overall proftability position into consideration the Board of Directors of your company is pleased to recommend a dividend of 1% i.e. Rs. 0.01 per Equity Share amounting to Rs. 9,37,200/- (Rupees Nine Lacs Thirty Seven Thousand Two Hundred) for the year 2012-13.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. Ratan Lal Maheahwari retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

During the year Mr. Nalin Kumar Panchal resigned from the Directorship w.e.f. 10th August, 2012.

LISTING:

The Company''s Shares are listed on Bombay Stock Exchange Limited and Vadodara Stock Exchange Limited. The Company has paid Listing fees for F.Y. 2013-14 to the Bombay Stock Exchange Limited.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is attached herewith and forms part of the Director Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors confrm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies have been selected and the directors have 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 fnancial year 2012-2013 and of the proft and loss of the Company for the period;

(iii) Proper and suffcient care has been taken 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;

(iv) The annual accounts have been prepared on a going concern basis.

DEPOSITS:

The Company has not invited or accepted any deposits during the fnancial year 2012-2013.

AUDITORS:

M/S. RAMANAD & Associates, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment as an Auditor of the Company. They have furnished the necessary certifcate of their eligibility under section 224 (1) (B) of the Companies Act, 1956.

COST AUDITORS:

The Central Government had not directed an audit of cost accounts maintained by the company in respect of its trading business.

PARTICULARS OF EMPLOYEES UNDER SENCTION 217(2A):

The Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1988, as amended are not applicable to the Company, as there are no employees whose remuneration is in excess of the limits prescribed.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUT GO:

During the year the Company has not consumed any source of energy, absorbed any new technology and transacted in foreign exchange. Hence information as per clause (e) of Sub Section (1) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing Agreement and requirements of Companies Act, 1956, the Cash Flow Statement for the year ended 31.3.2013 is annexed here to.

ACKNOWLEDGEMENT:

Your directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and offcers at all levels in the progress of the Company during the year under review.

Your directors also express their deep gratitude for the assistance, co-operation and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support.

By Order of the Board

For Splash Media & Infra Ltd

Place: Mumbai Sd/- Sd/-

Dated: 12.08.2013 Suchi Bansal Kailash C Sharma

Director Managing Director

Mar 31, 2012

The Directors have pleasure in presenting the 31st Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March 2012.The financial results of the Company are summarised below:

FINANCIAL RESULTS:

PARTICULARS CURRENT YEAR PREVIOUS YEAR AMOUNT (RS.) AMOUNT (RS.)

PROFIT BEFORE DEPRECIATION AND TAXATION 9947468.00 7423252.00

Less: Depreciation (55332.00) (27606.00)

PROFIT FORTHEYEAR BEFORE TAXATION 9892136.00 7395646.00

Less : Provision for taxation

Current tax (3150000.00) (2057930.00)

Deferred tax (5749.00) (75336.00)

Taxation Provisions for Earlier years (33160.00) (85833.00)

PROFIT AFTER TAX 6714724.00 5176547.00

Add: Brought forward from last year 9093842.00 6110249.00

Amount available for Appropriation 15808566.00 11286796.00

Less: Provision for Dividend (1874400.00) (1874400.00)

Less: Provision for Corporate Dividend Tax (304075.00) (318554.00)

Balance Carried to Balance Sheet 13630091.00 9093842.00

BUSINESS OVERVIEW :

Your company is a real estate development and Out-of-Home (OOH) media solutions company and your company undertakes the development of residential, commercial, office use, retail and mixed-use projects. We also undertake property development projects, wherein we provide customized built solutions. In the media business, we provide non Digital OOH media solutions for our clients.

Your company also undertakes the property development projects, wherein we provide customized built solutions. Currently your company property development projects are focused on construction of row houses in Indore. Our Non Digital OOH media solutions include creating and offering result oriented solutions for advertisers. We provide brand marketers with a range of out-of-home venues, platforms, demographics and psychographics to build brand affinity. Currently your company solutions are focused in Mumbai Metropolitan Region (MMR).

PERFORMANCE OFTHE COMPANY :

Looking into the market scenario during the year under review, the performance of your Company has been satisfactory. The gross income from operations has decreased as compared to the previous year. However the profits after tax for the current year is increased as comparison to the previous year and your directors are taking reasonable steps to increase more profit from the coming year.

We are sure that your company is of the view that the performance of the Company would further improve in the next financial year.

DIVIDEND:

The overall profitability position into consideration the Board of Directors of your company are pleased to recommend a dividend of 2% i.e Rs. 0.02 per Equity Share amounting to Rs. 18,74,400/- (Rupees Eighteen Lakh Seventy Four thousand Four hundred only) for the year 2011-12.

DIRECTORS.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. Vishal Singh Gogawat retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

COMMENTS ON AUDITOR'S REPORT:

As regards company does not have the formal internal audit system, the directors of the company looking after the day to day operations of the company however your company is in the process of appointing the internal auditor for the company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies have been selected and the directors have 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 2011 - 2012 and of the profit and loss of the Company for the period;

(iii) Proper and sufficient care has been taken 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;

(iv) The annual accounts have been prepared on a going concern basis.

DEPOSITS :

The Company has not invited or accepted any deposits during the financial year 2011-2012

AUDITORS:

M/S. Ramanand & Associates, Chartered Accountants, are retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment as an Auditor of the Company. They have furnished the necessary certificate of their eligibility under section 224 (I) (B) of the Companies Act, 1956.

COST AUDITORS :

The Central Government had not directed an audit of cost accounts maintained by the company in respect of its trading business.

PARTICULARS OF EMPLOYEES UNDER SECTION 2I7(2A) :

The Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1988, as amended are not applicable to the Company, as there are no employees whose remuneration is in excess of the limits prescribed.

ENERGY CONSERVATION,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUT GO :

During the year the Company has not consumed any source of energy, absorbed any new technology and transacted in foreign exchange. Hence information as per clause (e) of Sub Section (I) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

CASH FLOW STATEMENT :

In conformity with the provisions of Clause 32 of the Listing Agreement and requirements of Companies Act, 1956, the Cash Flow Statement for the year ended 31.3.2012 is annexed here to.

RIGHTS ISSUE :

Your company has already intimated you regarding the proposed Rights issue of the company and accordingly your company has got the approval for the same from the BSE vide letter no. DCS/PREF/NP/IP-RT/1066/10-11 dated 17th February 2011 and awaiting the approval from the Securities Exchange Board of India.

ACKNOWLEDGEMENT:

Your directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review.

Your directors also express their deep gratitude for the assistance, co-operation and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support.

By Order of the Board

For Splash Media & Infra Ltd

Sd/- Sd/-

Nalin Kumar Panchal Kailash C Sharma

Executive Director Managing Director

Place : Mumbai

Dated: 21 st July, 2012

Mar 31, 2011

The Directors have pleasure in presenting the 30th Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March 2011. The financial results of the Company are summarised below:

FINANCIAL RESULTS:

PARTICULARS CURRENT YEAR PREVIOUS YEAR

AMOUNT (RS.) AMOUNT (RS.)

PROFIT BEFORE DEPRECIATION AND TAXATION 7423252.00 6255440.00

LESS: Depreciation (27606.00) (106396.00)

PROFIT FOR THE YEAR BEFORE TAXATION 7395646.00 6149044.00

Less : Provision for taxation

Current tax (2057930.00) (1773000.00)

Deferred tax (75336.00) (14418.00)

Taxation Provisions for Earlier years (85833.00) NIL

PROFIT AFTER TAX 5176547.00 4361626.00

Add: Brought forward from last year 6110249.00 3941577.00

Amount available for Appropriation 11286796.00 8303203.00

Less: Provision for Dividend (1874400.00) (1874400.00)

Less : Provision for Corporate Dividend Tax (318554.00) (318554.00)

Balance Carried to Balance Sheet 9093842.00 6110249.00

BUSINESS OVERVIEW :

Your company is a real estate development and Out-of-Home (OOH) media solutions company and your company undertake the development of residential, commercial, office use, retail and mixed-use projects. Your Company also undertake property development projects, wherein the Company provide customized built solutions. In the media business, your Company provide non Digital OOH media solutions for the Company clients.

A change in management and controlling interest has resulted in the overhaul of business operations and accordingly your company has diversifed its activities by venturing itself into the arena of construction and development of real estate spaces in October 2009.

Your company have a diversifed portfolio of projects covering key segments of the real estate market, which includes residential, commercial, office use, retail and mixed use projects. Your company have a pipeline of 1(One) Ongoing and 1 (One) planned project in Mumbai. These projects have aggregate land area of 9,427 Sq Mtr (including a Joint Venture of Krishna Marvel in which your company hold 50%).

Your company is also undertake the property development projects, wherein your Company provide customized built solutions. Currently your company property development projects are focused on construction of row houses in Indore. Your Company Non Digital OOH media solutions include creating and offering result oriented solutions for advertisers. Your Company provide brand marketers with a range of out-of-home venues, platforms, demographics and psychographics to build brand affnity. Currently your company solutions are focused in Mumbai Metropolitan Region (MMR).

PERFORMANCE OF THE COMPANY :

Looking into the market scenario during the year under review, the performance of your Company has been satisfactory. The gross income from operations has recorded a immense increase in the current year as comparison to the previous year and as a result profits after tax for the current year is also increased as comparison to the previous year and your directors are taking reasonable steps to increase more proft from the coming year.

We are sure that your company is of the view that the performance of the Company would further improve in the next financial year.

DIVIDEND:

The overall proftability position into consideration the Board of Directors of your company are pleased to recommend a dividend of 2% i.e Rs. 0.02 per Equity Share amounting to Rs. 18,74,400/- (Rupees Eighteen Lakh Seventy Four thousand Four hundred only) for the year 2010-11.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. Sunil Jain retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

COMMENTS ON AUDITORS REPORT:

As regards company does not have the formal internal audit system, the directors of the company looking after the day to day operations of the company however your company is in the process of appointing the internal auditor for the company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors confrm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies have been selected and the directors have 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 2010- 2011 and of the proft and loss of the Company for the period;

(iii) Proper and suffcient care has been taken 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;

(iv) The annual accounts have been prepared on a going concern basis.

DEPOSITS :

The Company has not invited or accepted any deposits during the financial year 2010-2011

AUDITORS:

M/S. RAMANAD & Associates, Chartered Accountants, have appointed in the Extra ordinary general meeting held on 27th November 2010 and they are retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment as an Auditor of the Company. They have furnished the necessary certifcate of their eligibility under section 224 (1) (B) of the Companies Act, 1956.

COST AUDITORS :

The Central Government had not directed an audit of cost accounts maintained by the company in respect of its trading business.

PARTICULARS OF EMPLOYEES UNDER SENCTION 217(2A) :

The Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1988, as amended are not applicable to the Company, as there are no employees whose remuneration is in excess of the limits prescribed.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUT GO :

During the year the Company has not consumed any source of energy, absorbed any new technology and transacted in foreign exchange. Hence information as per clause (e) of Sub Section (1) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

CASH FLOW STATEMENT :

In conformity with the provisions of Clause 32 of the Listing Agreement and requirements of Companies Act, 1956, the Cash Flow Statement for the year ended 31st March 2011 is annexed here to.

INCREASE IN THE AUTHORISED CAPITAL :

Your Company has already intimated you regarding the increase in Authorised capital of the Company from Rs. 10,00,00,000/- to 20,00,00,000/- and accordingly your approval has also taken in the general meeting held on 27th November 2010 by passing the special resolution and your company received the approval from the Registrar of companies, Mumbai accordingly.

RIGHTS ISSUE :

Your company has already intimated you regarding the proposed Rights issue of the company and accordingly your company has got the approval for the same from the BSE vide letter no. DCS/PREF/NP/IP-RT/1066/10-11 dated 17th February 2011 and awaiting the approval from the Securities Exchange Board of India.

SUB DVISION OF THE FACE VALUE OF THE EACH EQUITY SHARE OF THE COMPANY :

Your company has already intimated you regarding the sub division of face value of each equity share from Rs. 10/- to Rs. 1/- and accordingly your company has got the permission from the relevant authorities for the sub division and presently your company paid up capital is Rs. 9,37,20,000/- i.e 93720000 Equity Shares of Rs. 1/- each.

ACKNOWLEDGEMENT:

Your directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review.

Your directors also express their deep gratitude for the assistance, co-operation and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support.

By Order of the Board

For Splash Media & Infra Ltd

Sd/- Sd/-

Kailash C Sharma Nalin Kumar Panchal

Managing Director Executive Director

Place : Mumbai

Dated: 11.06.2011

Mar 31, 2010

The Directors have pleasure in presenting the 29th Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March 2010. The financial results of the Company are summarised below:

FINANCIAL RESULTS:

PARTICULARS CURRENT PREVIOUS YEAR YEAR AMOUNT (RS.) AMOUNT (Rs.)

PROFIT BEFORE DEPRECIATION AND TAXATION 6255440.00 600199.00

LESS: Depreciation (106396.00) (270991.00)

PROFIT FOR THE YEAR BEFORE TAXATION 6149044.00 329208.00

Less : Provision for taxation

Current tax (1773000.00) (167000.00)

Deferred tax (14418.00) 73524.00

Fringe Benefit Tax NIL NIL

PROFIT AFTER TAX 4361626.00 235732.00

Add: Brought forward from last year 3941577.00 3871679.00

Amount available for Appropriation 8303203.00 4107411.00

Less: Provision for Dividend (1874400.00) (124650.00)

Less : Provision for Corporate Dividend Tax (318554.00) (21184.00)

Transfer to General Reserve NIL (20000.00)

Balance Carried to Balance Sheet 6110249.00 3941557.00

BUSINESS OVERVIEW :

Your company has considered the diversification of its activities by venturing itself into the arena of construction and development of real estate spaces. The company has also identified some projects as well in construction space.

Your Company has achieved the prominent growth in the fiscal 2010 and the company is primarily engaged in development of commercial, residential and retail properties. Our operations span all aspects of real estate development from the planning of land, execution and development of projects, marketing of projects. In a short span of time company has penetrated and positioned itself in to residential, commercial and retail segment with the particular focus on territories like Mumbai Suburbs and Indore. Due to factors such as steady growth in Indian economy and resulting increase in corporate and constimer incomes as well as foreign investment in India, We also foresee promising growth opportunity and steady intensification in real estate and infrastructure sector.

In addition to diversification in to real state and infrastructure sector, Company is also carrying out an overhaul of its media operations, where company has identified clients including Multi Commodity Exchange of India for providing the services for hoarding space for its advertising. Further we expect to add more clienteles for its media operations.

PERFORMANCE OF THE COMPANY:

Looking into the market scenario during the year under review, the performance of your Company has been satisfactory. The gross income from operations has recorded a immense increase in the current year as comparison to the previous year and your directors are taking reasonable steps to increase more profit from the coming year.

We are sure that your company is of the view that the performance of the Company would further improve in the next financial year.

DIVIDEND:

The overall profitability position into consideration the Board of Directors of your company are pleased to recommend a dividend of 2% i.e 0.20 paise per Equity Share amounting to Rs. 18,74,400/- (Rupees Eighteen Lakh Seventy Fourthousand Four hundred only) for the year 2009-10.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mrs. Shuchi Bansal retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

Mr. Nailin Kumar Panchal has been appointed as Whole time director of the company with effect from 16th November, 2009 and Mr. Kailash Gupta, Mr. Vishal Singh Gogawat have been appointed as a directors of the company with effect from 16th March, 2010 and Mr. Kailash C. Sharma has been appointed as Managing director of the Company with effect from 5th June 2010 for the period of 5 years

Mr. Chirag Shah, Mr. Arun Dagaria, Mr. Anil Kumar Nevatia and Mr. Atul Surana have been resigned as directors of the company with effect from 16th March, 2010 respectively.

CHANGE IN THE NAME OF THE COMPANY:

Your company has already intimated you and received your approval by way of postal ballot held on 5" October, 2009 for the change in the name of the company from Splash Mediaworks Limited to Splash Media & Infra Limited and accordingly your company also received the approval from the Registrar of Companies, Mumbai and got the fresh certificate of incorporation consequent to change in the name of the company.

CHANGE IN THE CONTROL OF THE COMPANY:

Your company has already intimated you and received your approval by way of postal ballot held on 16* March, 2010 and also in the Extra Ordinary General Meeting held on 6th March, 2010 for change in the control of the company and accordingly M/s. Bhrosemand Commodities Pvt. Ltd has become the promoter of your company.

SHIFTING IN REGISTERED OFFICE OF THE COMPANY:

Your company has pleased to intimate you that for more operational convenience of business transactions, your company has shifted its Registered office from 19, Lakshminarayan Shopping Centre, 1st floor, Poddar Road, Malad (E), Mumbai - 400097 to Pyarelal Building, Near Infant Jesus School, Chincholi Bunder Road, Malad (W), Mumbai - 400064 with effect from 16,th March, 2010

COMMENTS ON AUDITORS REPORT

As regards company does not have the formal internal audit system, the directors of the company looking after the day to day operations of the company however your company is in the process of appointing the internal auditor for the company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies have been selected and the directors have 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 2009-2010 and of the profit and loss of the Company for the period;

(iii) Proper and sufficient care has been taken 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;

(iv) The annual accounts have been prepared on a going concern basis.

DEPOSITS:

The Company has not invited or accepted any deposits during the financial year 2008-2009

AUDITORS:

M/S. PKC & Associates, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment as an Auditor of the Company. They have furnished the necessary certificate of their eligibility under section 224 (1) (B) of the Companies Act, 1956.

COST AUDITORS:

The Central Government had not directed an audit of cost accounts maintained by the company in respect of its trading business.

PARTICULARS OF EMPLOYEES UNDER SENCTION 217(2A):

The Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1988, as amended are not applicable to the Company, as there are no employees whose remuneration is in excess of the limits prescribed.

LISTING:

The Equity Shares of the Company are at presently listed with the Bombay Stock Exchange Limited. The Company is regular in payment of listing fee.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

During the year the Company has not consumed any source of energy, absorbed any new technology and transacted in foreign exchange. Hence information as per clause (e) of Sub Section (1) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing Agreement and requirements of Companies Act, 1956, the Cash Flow Statement for the year ended 31.3.2010 is annexed here to.

INCREASE IN AUTHORISED CAPITAL OF THE COMPANY:

Your Company has already intimated you regarding the increase in Authorised capital of the Company from Rs. 2,50,00,000/- to 10,00,00,000/- and accordingly your approval has also taken in the general meeting held on 22nd September, 2009 by passing the special resolution and your company received the approval from the Registrar of companies, Mumbai accordingly

BONUS ALLOTMENT:

Your Company has allotted the shares by way of bonus issue in the ratio of 3:1 to the members of the company on 26th December, 2009 and accordingly your company paid up capital has increased to 9,37,20,000/- from 2,34,30,000/-.

CONSTITUTION OF COMMITTEES AS PER THE CORPORATE GOVERNANCE:

As your company paid up capital has been increased to more than 3 cores the Corporate Governance as per the Clause - 49 of the Listing agreement is applicable to your company and accordingly your Company has constituted the Audit Committee, Shareholders Grievance Committee and Remuneration Committee.

ACKNOWLEDGEMENT:

Your directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review.

Your directors also express their deep gratitude for the assistance, co-operation and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support.

By Order of the Board For Splash Media & Infra Ltd

Sd/- Sd/-

Place: Mumbai Kailash C. Sharma Nalirt Kumar Panchal

Dated: 05.06.2010 Managing Director Executive Director

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