Directors Report of Focus Business Solution Ltd.

Mar 31, 2025

The Board of Directors has pleasure in presenting herewith their 18^th Annual Report together with the Audited Accounts of
your Company for the year ended 31^st March 2025.

FINANCIAL PERFORMANCE

a) The Company''s financial performance during the year ended 31st March 2025 compared to the previous financial
year is summarized below:

Particulars	For the Financial Year Ended 31st March, 2025 (In lakhs)	For the Financial Year Ended 31st March, 2024 (In lakhs)
Revenue from operations	2390.68	2134.67
Other Income	5.23	1.63
(less) Total Expense	2296.88	2059.37
Profit Before Depreciation and finance cost	153.50	123.93
Depreciation	56.26	46.64
Finance Cost	1.22	0.39
Profit/(Loss) before Tax	99.02	76.93
Income Tax Expense	27.08	20.72
Deferred tax	(2.13)	(1.36)
Profit/ (Loss) After Tax	74.08	57.57

PRIMARY BUSINESS & OPERATION OF THE COMPANY

The Company is engaged in the business of debt collection services for Banks, NBFC and financial institutions. Company
entered into the agreements with India''s leading Banks, Financial Institutions and Non-Banking Financial companies to act
as authorised recovery/collection agents on behalf of them.

The Company achieved the Revenue from Operations of Rs. 2390.68 Lakhs during the financial year ended on 31st March,
2025 as against Rs. 2134.67 Lakhs achieved during the previous year ended on 31st March, 2024.

During the year Company incurred Net Profit of Rs. 74.08 Lakhs during the financial year ended on 31st March, 2025 as
against Net Profit of Rs. 57.57 Lakhs during the previous year ended on 31st March, 2024.

TRANSFER TO RESERVES:

The Company has not transfer any amount to the General Reserve Account during the financial year ended 31st March,
2025.

SUBSIDIARIES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary or joint venture or Associate Company.

SHARE CAPITAL
Authorized Share Capital

The authorized share capital of the company is Rs.7,50,00,000 (Rupees Seven Crore Fifty Lakhs Only) divided into 75,00,000
(Seventy Five Lakhs) equity shares of Rs. 10 each

Paid-up Share Capital

The paid up share capital of the Company is increased from Rs. 4,59,96,000 divided into 45,99,600 Equity shares of Rs. 10
each to Rs. 4,60,72,950 divided into 46,07,295 Equity shares of Rs. 10 each.

• PREFERENTIAL ISSUE OF EQUITY SHARES

The Company, following the approval of shareholders granted on March 23, 2024, has issued 6,00,000 (Six Lakhs)
equity shares of face value Rs.10/- each, at an issue price of of Rs. 33.60/- (Rupees Thirty-Three and Sixty paisa only)
including premium of Rs.23.60/-(Rupees Twenty-Three and Sixty paisa only) per Equity Share, aggregating to
Rs.2,01,60,000/- (Rupees Two Crore One Lakh Sixty Thousands Only) for cash consideration on a preferential basis.
These shares were duly allotted during the Board meeting held on April 2, 2024 upon the receipt of in principle
approval from BSE vide letter dated April 1, 2024.

• ALLOTMENT OF EQUITY SHARES UNDER EMPLOYEES STOCK OPTION PLAN:

Company has allotted 7695 (Seven Thousands Six Hundred Ninety Five) equity Shares of the company having a face
value of Rs. 10/- (Rupees ten Only) at an exercise price of Rs. 10 (Rupees Ten only) aggregating to Rs. 76,950 (Rupees
Seventy Six Thousands Nine Hundred and Fifty Only) to the option grantees pursuant to exercise of the options
granted to the eligible employees of the Company as per first grant under "FBSL-ESOS 2023" vide in its board
meeting held on 26^th March, 2025.

LISTING FEES

The Company has paid Listing Fees for the Financial Year 2024-25 to the Stock Exchange, where its Equity Shares are listed.

DIVIDEND

The Company has declared the following interim dividend during the year in compliance with the Dividend Distribution
Policy.

Particular	Interim dividend during the year 2024-25
Date of Declaration	14th November, 2024
Record Date	28th November, 2024
Date of Payment	3rd December, 2024 (i.e Within 30 days from the date of declaration)
Rate of Dividend per share (Face Value of Rs. 10 per share)	Rs. 0.1
%	1%
Total Payout ( in Lakhs)	Rs. 4.59 Lakhs

The Board of Directors did not recommend any final dividend for the financial year ended 31 March 2025.

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

A. Conservation of energy and technology absorption: Conservation of energy continues to receive increased emphasis
and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve
energy in its office use, consequent to which energy consumption had been minimized. No additional Proposals/
Investments were made to conserve energy. Since the Company has not carried on industrial activities, disclosure
regarding impact of measures on cost of production of goods, total energy consumption, etc, is not applicable
Therefore provision of section 134(m) is not applicable to the company.

B. Foreign Exchange Earnings and Outgo: There were no foreign exchange earnings and outgoing for the year ended as
on 31st March, 2025.

DIRECTORS

a) Appointment/Cessation:

During the year under review, the Company has re-appointed the following non-executive independent for their second
term w.e.f February 28, 2025 to February 27, 2030 at the ensuing 17^th Annual General Meeting (AGM) held on 23^rd
September, 2024.

1. Mr. Pareshkumar Arjanbhai Patel (DIN: 08712881)

2. Ms. Saba Banu Bawani (DIN: 08712681)

3. Mr. Tushar Mohanlal Mistry (Din: 08713671)

b) Retires by rotation

In accordance with the applicable provisions of the Companies Act, 2013 (''the Act'') and the Articles of Association of
the Company Mr. Mohamedamin Mohammad Nathani (DIN: 02759560), Whole Time Director, retires by rotation at
the ensuing Annual General Meeting (''AGM'') and being eligible, offers himself for re-appointment.

c) Key managerial personal

The following persons were designated as Key Managerial Personnel as on 31.03.2025:

1. Mr. Mohamedyaseen Muhammadbhai Nathani - Managing Director & Chairman

2. Mr. Mohamedamin Mohammad Nathani - Whole Time Director

3. Mr. Mohammed Ilyas Shaikh - Chief Financial Officer

4. Ms. Dinal Kansadwala - Company Secretary & Compliance officer

The company has compiled with the requirements of having Key managerial Personnel as per provisions of section 203
of the companies Act, 2013.

d) Declaration given by the Independent Directors

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under
Section 149 (6) of the Act and Regulation 16 (1) (b) of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, hereinafter referred to as ''Listing Regulations''. In the opinion of the
Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent
of the management. Further, the Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act.

e) Directors'' Responsibility Statement:

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief
and according to the information and explanations obtained / received from the operating Management, your Directors
make the following statement and confirm that

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with
proper explanation relating to material departures;

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

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company has not developed the policy on Corporate Social Responsibility as the Company
does not fall under the prescribed classes of Companies mentioned under section 135(1) of the Companies Act, 2013.

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition
and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of
complaints of sexual harassment at workplace.

The details of Complaint received by the company during the year 2024-25 are as under:

• The number of sexual harassment complaints received during the year - NIL

• The number of such complaints disposed of during the year-NA

• The number of cases pending for a period exceeding ninety days-NIL

GOVERNANCE/SECRETARIAL
Corporate Governance Report

Since the Company has listed its securities on SME platform of BSE Limited during the year under review, the provisions of
Corporate Governance as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and
para C, D and E of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, are not applicable to the Company for the financial year ended 31st March, 2025.

BUSINESS RESPONSIBILITY REPORT

Business Responsibility report is not applicable to the Company for the financial year ended 31st March, 2025.

BOARD MEETINGS

The Board of Directors (herein after called as "the Board") met for Eight times during the Year under review:

Sr. No.	Date of Meeting	Board strength	No. Of Directors Present
1	02.04.2024	05	05
2	15.05.2024	05	04
3	30.05.2024	05	05
4	15.07.2024	05	05
5	22.08.2024	05	05
6	14.11.2024	05	05
7	01.03.2025	05	05
8	26.03.2025	05	05

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015.

COMMITTEES OF BOARD:

During the year under review, your Directors have constituted wherever required, the following committees of the Board in
accordance with the requirements of the Companies Act, 2013. The composition, terms of reference and other details of all
the Board level committees have been elaborated in the report.

I. Audit Committee:

The Composition of the Committee and Attendance of the members are as under:

Sr No.	Name of the Members	Designation	Number of Meeting entitled	Number of meeting attended
1.	Mr. Tushar Mohanlal Mistry	Chairman (Independent Director)	4	4
2.	Mr. Pareshkumar Arjanbhai Patel	Member (Independent Director)	4	4
3.	Ms. Saba Banu Bawani	Member (Independent Director)	4	4

During the year, 4 meetings of the Audit Committee were held during the financial year 2024-25 on following dates:

30.05.2024, 22.08.2024, 14.11.2024 and 01.03.2025
Requisite quorum was present during the meetings.

The primary objective of the Audit Committee is to monitor and provide effective supervision of the management''s financial
reporting process, to ensure accurate and timely disclosures, integrity and quality of financial reporting. The Committee
oversees the work carried out in the financial reporting process by the management, the Statutory Auditors, Internal
Auditor, the Cost Auditor, the Secretarial Auditor and notes the processes and safeguards employed by each of them.

The Composition and the Terms of Reference of the Audit Committee is as mentioned in the provisions of Section 177 of
the Companies Act, 2013 as amended from time to time.

II. Nomination and Remuneration Committee:

The Composition of the Committee and Attendance of the members are as under is as under:

Sr No.	Name of the Members	Designation		Number of Meeting entitled	Number of meeting attended
1	Mr. Tushar Mohanlal Mistry	Chairman Director)	(Independent	3	3
2	Mr. Pareshkumar Arjanbhai Patel	Member Director)	(Independent	3	3
3	Ms. Saba Banu Bawani	Member Director)	(Independent	3	3

During the year, 3 meetings of the Nomination and Remuneration Committee were held during the financial year 2024-25
on following dates:

02.04.2024, 22.08.2024 and 26.03.2025

Requisite quorum was present during all the meetings.

The primary objective of the Nomination and Remuneration Committee ("NRC") is to identify persons who are qualified to
become directors and who may be appointed in senior management in accordance with the criteria laid down including
remuneration payable to the senior management, recommend to the Board their appointment and carry out evaluation of
every director''s performance.

The Composition and the Terms of Reference of the nomination & Remuneration Committee is as mentioned in the
provisions of Section 178 of the Companies Act, 2013 as amended from time to time.

III. Stakeholders'' Relationship Committee:

The Composition of the Committee and Attendance of the members are as under is as under:

Sr. No.	Name of the Members	Designation		Number of Meeting entitled	Number of meeting attended
1	Mr. Pareshkumar Arjanbhai Patel	Chairman Director)	(Independent	04	04
2.	Ms. Saba Banu Bawani	Member Director)	(Independent	04	04
3	Mr. Tushar Mohanlal Mistry	Member Director)	(Independent	04	04

During the Financial year, 4 (Four) meeting of the Stakeholder Relationship Committee were held during the financial year
2024-25 on following dates:

02.04.2024, 15.07.2024, 14.11.2024 and 01.03.2025.

The Committee looks into the grievances of the Shareholders related to transfer of shares, payment of dividend and non¬
receipt of annual report and recommends measure for expeditious and effective investor service.

The Composition and the Terms of Reference of the Stakeholder Relationship Committee is as mentioned in the provisions
of Section 178 of the Companies Act, 2013 as amended from time to time.

The Company has duly appointed Registrar and Share Transfer Agent (R&T Agent) for servicing the shareholders holding
shares in physical or dematerialized form. All requests for dematerialization of shares are likewise processed and
confirmations thereof are communicated to the investors within the prescribed time. There were no complaints received
during the year ended 31st March 2025.

During the year, one independent directors meeting held on 01.03.2025.

PRESENCE/ATTENDANCE OF DIRECTORS IN THE MEETINGS

Sr. No.	Name of Director	Board Meeting			Committee Meeting			AGM
		No of Meeting held	No of Meeting attended	%	No of Meeting held	No of Meeting attended	%
1.	Mr. Mohamed Amin Mohammad Nathani	8	8	100	0	0	0	Yes
2.	Mr. Mohamedyaseen Muhammadbhai Nathani	8	8	100	0	0	0	Yes
3.	Ms. Saba Banu Bawani	8	8	100	12	12	100	Yes
4.	Mr. Pareshkumar Arjanbhai Patel	8	8	100	12	12	100	Yes
5.	Mr. Tushar Mohanlal Mistry	8	7	87.5	12	12	100	No

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The company has entered into transactions with related parties in accordance with the provisions of the Companies Act,
2013 read with rules and the particulars of contracts or arrangements with related parties referred to in Section 188(1), as
prescribed in Form AOC-2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies
Act, 2013, is appended as "Annexure - I".

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The details of the Investments and Loans covered under the provisions of Section 186 of the Act are given in the notes to
the financial statements.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL
IMPACTING THE GOING CONCERN STATUS AND THE COMPANY''S OPERATION IN FUTURE:

There were no significant and material orders passed by the Regulators /Courts that would impact the going concern status
of the Company and its future operations.

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 read with Section 134(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return is available on the
website of the company i.e. www.focusbsl.com

PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION:

Details Pertaining to Remuneration as Required under Section 197(12) Of the Companies Act, 2013 Read with Rule 5(1), 5(2)
& (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-III.

AUDITORS AND AUDITORS'' REPORT:

Statutory Auditors & their Report

The Company''s Statutory Auditors, M/s. Kansariwala & Chevli, Chartered Accountants (firms'' registration no:123689W)
were appointed as Statutory Auditors of the Company for a period of Five year at the 14^th Annual General Meeting held on
September 28, 2021 and his remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their
Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor''s
Report are self-explanatory.

Secretarial Auditor & their Report

Pursuant to the requirements of Section 204(1) of the Act and Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company has appointed M/s D P Master and Associates, Company Secretary in
Practice to conduct the secretarial audit for the financial year 2024-25. The Secretarial Audit Report as received from Mr.
Dhaval Master, Company Secretary in Practice is appended as Annexure-II to this Report.

The observation of secretarial audit report as mentioned below;

• Whereas in terms of the Regulation 33 (3)(d), the listed entity shall submit Statement on Impact of Audit Qualifications
(applicable only for audit report with modified opinion) within 60 days from the end of financial year 2024. The company
has submitted Statement with the exchange as on 05th June, 2024.

Reply from the company:

• The delay in submitting the Statement on Impact of Audit Qualifications was inadvertent and due to procedural reasons.
The Company submitted the statement on June 05, 2024, and steps have been taken to avoid such delays in future.

Internal Auditor

The Company has appointed M/s Jariwala & Associates, Chartered Accountants of the Company as Internal Auditor of the
Company for conducing Internal Audit of Company for the period of 5 years from the Financial Year 2020-2021 to 2024-25,
according to the Section 138 of the Companies Act, 2013 and read with the Rule 13 of The Companies (Accounts) Rules,
2014.

Further, the Board has re-appointed M/s. Jariwala & Associates, Chartered Accountants, as the Internal Auditor of the
Company for the Financial Year 2025-26 in the board meeting held on 27^th May, 2025.

Cost Auditor

The Company is not required to appoint Cost Auditor and maintain a cost records during the year under review.

DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules
made thereunder.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management Discussion & Analysis forms part of the Annual Report and is annexed
as AnnexureIV.

THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:

The Company has identified and documented all key internal financial controls, which impact the financial statements. The
financial controls are tested for operating effectiveness through ongoing monitoring and review process of the management
and independently by the Internal Auditors. In our view the Internal Financial Controls, affecting the financial statements
are adequate and are operating effectively.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the year, there were no material changes which affects the financial position of the Company.

DETAILS OF APPLICATION UNDER THE IBC 2016, DURING THE YEAR ALONG WITH THEIR STATUS:

During the year under review, there were no applications made or proceedings pending in the name of the company under
the Insolvency Bankruptcy Code, 2016.

DEATAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON THE ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANK AND FINANCIAL INSTITUTIONS:

During under the review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, there were no amounts, required to be transferred to the Investor Education and Protection
Fund.

PROHIBITION OF INSIDER TRADING

With a view to regulate trading in securities by the directors and designated employees, the Company has adopted a Code
of Conduct for Prohibition of Insider Trading. Investor Grievance Redressal During the financial year under review, there
were no pending complaints or share transfer cases as on 31st March 2025.

UTILISATION OF PREFERENTIAL ISSUE PROCEEDS

The Company, following the approval of shareholders granted on March 23, 2024, has issued 6,00,000 (Six Lakhs) equity
shares of face value Rs.10/- each, at an issue price of Rs. 33.60/- (Rupees Thirty-Three and Sixty paisa only) including
premium of Rs.23.60/-(Rupees Twenty-Three and Sixty paisa only) per Equity Share, aggregating to Rs.2,01,60,000/- (Rupees
Two Crore One Lakh Sixty Thousands Only) for cash consideration on a preferential basis. These shares were duly allotted
during the Board meeting held on April 2, 2024 upon the receipt of in principle approval from BSE vide letter dated April 1,
2024.

The total proceeds from preferential issue received dated on 02.04.2024 amounting Rs.2,01,60,000/- (Rupees Two Crore
One Lakh Sixty Thousands Only) was utilized till date are as follows.

Objects	Fund Utilization (In Rs.)	Funds Utilized till date
Towards Expansion of Business in other states and to meet their working capital requirements arising out of Expansion of business	Rs. 2,01,60,000/-(Rupees Two Crore One Lakh Sixty Thousands only),	Rs. 2,01,60,000/-(Rupees Two Crore One Lakh Sixty Thousands only),

INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, there were no amounts, required to be transferred to the Investor Education and Protection
Fund.

HUMAN RESOURCE DEVELOPMENT

The Company is pleased to report that during the year under reporting, the industrial relations were cordial.

RISK MANAGEMENT

During the financial year under review, the company has identified and evaluated elements of business risk. Consequently,
a Business Risk Management framework is in place. The Risk management framework defines the risk management
approach of the company and includes periodic review of such risks and also documentation, mitigation controls, and
reporting mechanism of such risks. The framework has different risk models which help in identifying risks trend, exposure,
and potential impact analysis at a company level as also separately for business.

EMPLOYEE STOCK OPTIONS:

The Company grants share-based benefits to eligible employees with a view to attracting and retaining the best talent,
encouraging employees to align individual performances with Company objectives, and promoting increased participation
by them in the growth of the Company.

• Focus Business Solution Limited- Employee Stock Option Scheme 2023 ("FBSL-ESOS 2023"):

On July 29, 2023, pursuant to approval by the shareholders, the Board has been authorized to introduce, offer, issue
and provide share-based incentives to eligible employees of the Company under FBSL ESOS 2023 plan. The maximum
number of shares to be granted under the FBSL ESOS 2023 Plan shall not exceed 2,22,200 equity shares.

Nomination and Remuneration Committee at its meeting held on November 11, 2023 approved the first grant of
26,400 options to eligible employees under FBSL ESOS 2023 at an exercise price of Rs. 10/- per option convertible
into the equity shares of face value of Rs. 10/- each of the Company and shall vest within a period of one year from
the date of the grant and shall be exercisable within one year of vesting. Subsequently, the Company allotted 7,695
equity shares of ^10/- each on March 26, 2025, to eligible employees upon exercise of options under the first grant.

POLICIES ADOPTED BY THE COMPANY

Your company has adopted various policies for the smooth working of the company which are as follows:

• POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the
independence of the Board, and separate its functions of governance and management. As on 31st March, 2024, the
Board consists of 5 Members, 2 is Executive Director and 3 of who are Non-Executive Independent Directors.

The Board periodically evaluates the need for change in its composition and size. The Policy of the Company on
Director''s appointment and remuneration, including criteria for determining qualifications, positive attributes,
independence of director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by
the Board can be viewed on our website i.e www.focusbsl.com. We affirm that the remuneration paid to the director
is as per the terms laid out in the said policy.

• INSIDER TRADING:

There are many information''s that are important and price sensitive and required to be kept confidential on th e part
of the company, if the information is disclosed this will harm the image of the company, in the definition of the insider
it will include all the persons connected with the company including all employees. The policy relating to this is available
on the website of the company.

This policy is applicable to all employees and KMP''s of the company to not to disclose the confidential information of
the company which affects the performance of the company, policy related to this available at the website of the
Company i.e www.focusbsl.com.

• RELATED PARTY TRANSACTIONS:

The Objective of the Policy is to set out:

(a) The materiality thresholds for related party transactions; and

(b) The manner of dealing with the transactions between the Company and its related parties based on the Act, your
company adopted this policy for dealing with parties in a transparent manner available at the website of the
Company i.e www.focusbsl.com.

• RISK ASSESSMENT AND MANAGEMENT:

Risk is the part of the every one''s life, while running any business there are many kind of risk is involved to minims the
business risk and all the factors that will negativity effects the organization every company tries to follows a certain
procedure for the forecasting of the risk and its management policy relating to this is available in the website of the
Company i.e www.focusbsl.com.

• WHISTLE BLOWER AND VIGIL MECHANISM:

While running the big organization there are certain good and bad things may be happened in order to control the
fraud, misconduct and malpractices this procedure is adopted by the Company and reporting of this procedure is done
under the vigil mechanism, by adopting this kind of system company can control the unethical acts and practices policy
relating to this is available at the website www.focusbsl.com.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries
of India (ICSI).

MATERNITY BENEFIT COMPLIANCE

The Company has duly complied with the provisions of the Maternity Benefit Act, ensuring all eligible employees receive
the benefits and protections as mandated under the Act.

OTHERS

Registrar and Transfer Agent:

The Company had appointed Purva Sharegistry (India) Pvt. Ltd as the Registrar and Transfer Agent (RTA). The Company''s
RTA have adequate infrastructure to process investor grievances with regards to transfers, transmission and other such
matters.

Statutory Compliances

The Company has complied with all the statutory requirements. The Company ensures compliance of the Act, Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and various statutory
authorities on quarterly/half yearly basis.

Secretarial Standards

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and
General Meetings of the Company.

CAUTIONARY STATEMENT

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the
Company''s objectives, projections, estimates and expectations, may constitute "forward looking statements " within the
meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual
Results might differ.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the commitment, dedication and hard work done by the
employees of the Company and the positive co-operation extended by Banks, Government Authorities, Customers and
various other stakeholders. Your Directors also wish to place on record their deep gratitude towards the shareholders for
their continued support and confidence.

For and on behalf of the Board
Focus Business Solution Limited

Sd/- Sd/-

Mr. Mohamedyaseen Muhammadbhai Nathani Mr. Mohamedamin Mohammad Nathani
Managing Director & Chairman Whole Time Director

DIN:02759578 DIN:02759560

Date: 20th June, 2025
Place: Surat

---

Mar 31, 2024

The Board of Directors has pleasure in presenting herewith their 17^th Annual Report together with the Audited Accounts of
your Company for the year ended 31^st March 2024.

FINANCIAL PERFORMANCE

a) The Company''s financial performance during the year ended 31st March 2024 compared to the previous financial
year is summarized below:

Particulars	For the Financial Year Ended 31st March, 2024 (In lakhs)	For the Financial Year Ended 31st March, 2023 (In lakhs)
Revenue from operations	2134.67	1836.47
Other Income	1.63	2.96
(less) Total Expense	2059.37	1780.22
Profit Before Depreciation and finance cost	123.42	105.54
Depreciation	46.64	45.37
Finance Cost	0.39	0.96
Profit/(Loss) before Tax	76.39	59.21
Income Tax Expense	20.72	17.57
Deferred tax	(1.36)	(2.18)
Profit/ (Loss) After Tax	57.57	43.82

PRIMARY BUSINESS & OPERATION OF THE COMPANY

The Company is engaged in the business of debt collection services for Banks, NBFC and financial institutions. Company
entered into the agreements with India''s leading Banks, Financial Institutions and Non-Banking Financial companies to act
as authorised recovery/collection agents on behalf of them. The Company''s strategically is based on aging of delinquent
account with emphasis of traditional methods such as tele-calling and field visits.

The Company achieved the Revenue from Operations of 2134.67 Lakhs during the financial year ended on 31st March, 2024
as against Rs. 1836.47 Lakhs achieved during the previous year ended on 31st March, 2023.

During the year Company incurred Net Profit of Rs. 57.57 Lakhs during the financial year ended on 31st March, 2024 as
against Net Profit of Rs. 43.82 Lakhs during the previous year ended on 31st March, 2023.

TRANSFER TO RESERVES:

The Company has not transfer any amount to the General Reserve Account during the financial year ended 31st March,
2024.

SUBSIDIARIES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary or joint venture or Associate Company.

SHARE CAPITAL

Authorized Share Capital

The authorized share capital of the company is increased from Rs. 2,30,00,000 divided into 23,00,000 equity shares of Rs.
10 each to Rs.7,50,00,000 divided into 75,00,000 equity shares of Rs. 10 each wide Annual general meeting held on dated
29^th July, 2023.

Paid-up Share Capital

The paid up share capital of the Company is increased from Rs. 2,22,20,000 divided into 22,22,000 Equity shares of Rs. 10
each to Rs. 4,59,96,000 divided into 45,99,600 Equity shares of Rs. 10 each.

• BONUS ISSUE

The Company, following the approval of shareholders granted on July 29, 2023, has issued 17,76,000 (Seventeen
Lakh Seventy-Six Thousand) bonus equity shares of Rs. 10 each. These shares were duly allotted during the Board
meeting held on August 24, 2023.

• EMPLOYEES STOCK OPTION PLAN:

Company has implemented Focus Business Solution Limited- Employees stock Option Scheme 2023 ("FBSL ESOS
2023") upon the approval of shareholders on July 29, 2023. The FBSL ESOS 2023 Scheme is in compliance with the
SEBI (Share Based Employee Benefits) Regulations, 2014 (''SBEB Regulations'').

• PREFERENTIAL ISSUE OF EQUITY SHARES

The Company, following the approval of shareholders granted on March 23, 2024, has issued 6,00,000 (Six Lakhs)
equity shares of face value Rs.10/- each, at an issue price of of Rs. 33.60/- (Rupees Thirty-Three and Sixty paisa only)
including premium of Rs.23.60/-(Rupees Twenty-Three and Sixty paisa only) per Equity Share, aggregating to
Rs.2,01,60,000/- (Rupees Two Crore One Lakh Sixty Thousands Only) for cash consideration on a preferential basis.
These shares were duly allotted during the Board meeting held on April 2, 2024 upon the receipt of in principle
approval from BSE vide letter dated April 1, 2024.

LISTING FEES

The Company has paid Listing Fees for the Financial Year 2023-24 to the Stock Exchange, where its Equity Shares are listed.

DIVIDEND

The Board of Directors of your Company, after considering holistically the relevant circumstances, has decided not to declare
dividend and to retain the profits generated during the financial year for the future growth and stability of the Company.

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

A. Conservation of energy and technology absorption: Conservation of energy continues to receive increased emphasis
and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve
energy in its office use, consequent to which energy consumption had been minimized. No additional Proposals/
Investments were made to conserve energy. Since the Company has not carried on industrial activities, disclosure
regarding impact of measures on cost of production of goods, total energy consumption, etc, is not applicable
Therefore provision of section 134(m) is not applicable to the company.

B. Foreign Exchange Earnings and Outgo: There were no foreign exchange earnings and outgoing for the year ended as
on 31st March, 2024.

DIRECTORS

a) Appointment/Cessation:

Re appointment of independent directors:

The Board of Directors has proposed the re-appointment of the following Independent Directors for their second term,
effective from February 28, 2025, to February 27, 2030 (both days inclusive), at the ensuing Annual General Meeting
(AGM):

1. Mr. Pareshkumar Arjanbhai Patel

2. Mr. Tushar Mohanlal Mistry

3. Ms. Saba Banu Bawani

b) Retires by rotation

In accordance with the applicable provisions of the Companies Act, 2013 (''the Act'') and the Articles of Association of
the Company Mr. Mohamedyaseen Muhammadbhai Nathani (DIN: 02759578), Managing Director, retires by rotation
at the ensuing Annual General Meeting (''AGM'') and being eligible, offers himself for re-appointment.

c) Key managerial personal

The following persons were designated as Key Managerial Personnel as on 31.03.2024:

1. Mr. Mohamedyaseen Muhammadbhai Nathani - Managing Director & Chairman

2. Mr. Mohamedamin Mohammad Nathani - Whole Time Director

3. Mr. Mohammed Ilyas Shaikh - Chief Financial Officer

4. Ms. Dinal Kansadwala - Company Secretary & Compliance officer

The company has compiled with the requirements of having Key managerial Personnel as per provisions of section 203
of the companies Act, 2013.

d) Declaration given by the Independent Directors

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under
Section 149 (6) of the Act and Regulation 16 (1) (b) of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, hereinafter referred to as ''Listing Regulations''. In the opinion of the
Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent
of the management. Further, the Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act.

e) Directors'' Responsibility Statement:

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief
and according to the information and explanations obtained / received from the operating Management, your Directors
make the following statement and confirm that

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with
proper explanation relating to material departures;

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

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company has not developed the policy on Corporate Social Responsibility as the Company
does not fall under the prescribed classes of Companies mentioned under section 135(1) of the Companies Act, 2013.

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition
and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of
complaints of sexual harassment at workplace.

The Company has not received any complaint on sexual harassment in FY 2023-24.

GOVERNANCE/SECRETARIAL
Corporate Governance Report

Since the Company has listed its securities on SME platform of BSE Limited during the year under review, the provisions of
Corporate Governance as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and
para C, D and E of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, are not applicable to the Company for the financial year ended 31st March, 2024.

BUSINESS RESPONSIBILITY REPORT

Business Responsibility report is not applicable to the Company for the financial year ended 31st March, 2024.

BOARD MEETINGS

The Board of Directors (herein after called as "the Board") met for Ten times during the Year under review:

Sr. No.	Date of Meeting	Board strength	No. Of Directors Present
1	01.05.2023	05	04
2	23.05.2023	05	05
3	05.07.2023	05	05
4	24.08.2023	05	05
5	15.09.2023	05	04
6	04.11.2023	05	05
7	11.11.2023	05	05
8	06.01.2024	05	05
9	23.01.2024	05	04
10	22.02.2024	05	05

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015.

COMMITTEES OF BOARD:

During the year under review, your Directors have constituted wherever required, the following committees of the Board in
accordance with the requirements of the Companies Act, 2013. The composition, terms of reference and other details of all
the Board level committees have been elaborated in the report.

I. Audit Committee:

The Committee was constituted on 22^ndJuly, 2020 and it consists of 3 (Three) Non-Executive Independent Directors, all three
directors are Independent Directors. The Chairman of the Committee is an Independent Director. The Composition of the
Committee and Attendance of the members are as under:

Sr No.	Name of the Members	Designation	Number of Meeting entitled	Number of meeting attended
1.	Mr. Tushar Mohanlal Mistry	Chairman (Independent Director)	5	5
2.	Mr. Pareshkumar Arjanbhai Patel	Member (Independent Director)	5	5
3.	Ms. Saba Banu Bawani	Member (Independent Director)	5	5

During the year, 5 meetings of the Audit Committee were held during the financial year 2023-24 on following dates:

23.05.2023, 05.07.2023, 24.08.2023, 04.11.2023 and 22.02.2024
Requisite quorum was present during the meetings.

The primary objective of the Audit Committee is to monitor and provide effective supervision of the management''s financial
reporting process, to ensure accurate and timely disclosures, integrity and quality of financial reporting. The Committee
oversees the work carried out in the financial reporting process by the management, the Statutory Auditors, Internal
Auditor, the Cost Auditor, the Secretarial Auditor and notes the processes and safeguards employed by each of them.

The Composition and the Terms of Reference of the Audit Committee is as mentioned in the provisions of Section 177 of
the Companies Act, 2013 as amended from time to time.

II. Nomination and Remuneration Committee:

The Committee was constituted on 22^ndJuly, 2020 and it consists of 3 (three) non-executive Directors, all three directors are
Independent Directors. The Chairman of the Committee is an Independent Director. The Composition of the Committee and
Attendance of the members are as under is as under:

Sr No.	Name of the Members	Designation		Number of Meeting entitled	Number of meeting attended
1	Mr. Tushar Mohanlal Mistry	Chairman Director)	(Independent	6	6
2	Mr. Pareshkumar Arjanbhai Patel	Member Director)	(Independent	6	6
3	Ms. Saba Banu Bawani	Member Director)	(Independent	6	6

During the year, 6 meetings of the Nomination and Remuneration Committee were held during the financial year 2023-24
on following dates:

29.06.2023, 24.08.2023, 26.10.2023, 11.11.2023, 06.01.2024 and 22.02.2024
Requisite quorum was present during all the meetings.

The primary objective of the Nomination and Remuneration Committee ("NRC") is to identify persons who are qualified to
become directors and who may be appointed in senior management in accordance with the criteria laid down including

remuneration payable to the senior management, recommend to the Board their appointment and carry out evaluation of
every director''s performance.

The Composition and the Terms of Reference of the nomination & Remuneration Committee is as mentioned in the
provisions of Section 178 of the Companies Act, 2013 as amended from time to time.

III. Stakeholders'' Relationship Committee:

The Committee was constituted on 22nd July, 2020 and it consists of 3 (three) Directors, all three directors are Independent
Directors. The Chairman of the Committee is an Independent Director; The Composition of the Committee and Attendance
of the members are as under is as under:

Sr. No.	Name of the Members	Designation		Number of Meeting entitled	Number of meeting attended
1	Mr. Pareshkumar Arjanbhai Patel	Chairman Director)	(Independent	04	04
2.	Ms. Saba Banu Bawani	Member Director)	(Independent	04	04
3	Mr. Tushar Mohanlal Mistry	Member Director)	(Independent	04	04

During the Financial year, 4 (Four) meeting of the Stakeholder Relationship Committee were held on following dates:

23.05.2023, 05.07.2023, 26.10.2023 and 06.01.2024

The Committee looks into the grievances of the Shareholders related to transfer of shares, payment of dividend and non¬
receipt of annual report and recommends measure for expeditious and effective investor service.

The Composition and the Terms of Reference of the Stakeholder Relationship Committee is as mentioned in the provisions
of Section 178 of the Companies Act, 2013 as amended from time to time.

The Company has duly appointed Registrar and Share Transfer Agent (R&T Agent) for servicing the shareholders holding
shares in physical or dematerialized form. All requests for dematerialization of shares are likewise processed and
confirmations thereof are communicated to the investors within the prescribed time. There were no complaints received
during the year ended 31st March 2024.

During the year, one independent directors meeting held on 22.02.2024.

PRESENCE/ATTENDANCE OF DIRECTORS IN THE MEETINGS

Sr. No.	Name of Director	Board Meeting			Committee Meeting			AGM
		No of Meeting held	No of Meeting attended	%	No of Meeting held	No of Meeting attended	%
1.	Mr. Mohamed Amin Mohammad Nathani	10	10	100	0	0	0	Yes
2.	Mr. Mohamedyaseen Muhammadbhai Nathani	10	10	100	0	0	0	Yes
3.	Ms. Saba Banu Bawani	10	10	100	16	16	100	Yes
4.	Mr. Pareshkumar Arjanbhai Patel	10	10	100	16	16	100	Yes
5.	Mr. Tushar Mohanlal Mistry	10	07	70	16	16	100	Yes

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The company has entered into transactions with related parties in accordance with the provisions of the Companies Act,
2013 read with rules and the particulars of contracts or arrangements with related parties referred to in Section 188(1), as
prescribed in Form AOC-2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies
Act, 2013, is appended as "Annexure - I".

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The details of the Investments and Loans covered under the provisions of Section 186 of the Act are given in the notes to
the financial statements.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL
IMPACTING THE GOING CONCERN STATUS AND THE COMPANY''S OPERATION IN FUTURE:

There were no significant and material orders passed by the Regulators /Courts that would impact the going concern status
of the Company and its future operations.

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 read with Section 134(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return is available on the
website of the company i.e. www.focusbsl.com

PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION:

Details Pertaining to Remuneration as Required under Section 197(12) Of the Companies Act, 2013 Read with Rule 5(1), 5(2)
& (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-III.

AUDITORS AND AUDITORS'' REPORT:

Statutory Auditors & their Report

The Company''s Statutory Auditors, M/s. Kansariwala & Chevli, Chartered Accountants (firms'' registration no:123689W)
were appointed as Statutory Auditors of the Company for a period of Five year at the 14^th Annual General Meeting held on
September 28, 2021 and his remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their
Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor''s
Report are self-explanatory.

Secretarial Auditor & their Report

Pursuant to the requirements of Section 204(1) of the Act and Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company has appointed M/s D P Master and Associates, Company Secretary in
Practice to conduct the secretarial audit for the financial year 2023-24. The Secretarial Audit Report as received from Mr.
Dhaval Master, Company Secretary in Practice is appended as Annexure-II to this Report.

Internal Auditor

The Company has appointed M/s Jariwala & Associates, Chartered Accountants of the Company as Internal Auditor of the
Company for conducing Internal Audit of Company for the period of 5 years from the Financial Year 2020-2021 to 2024-25,
according to the Section 138 of the Companies Act, 2013 and read with the Rule 13 of The Companies (Accounts) Rules,
2014.

Cost Auditor

The Company is not required to appoint Cost Auditor and maintain a cost records during the year under review.

DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules
made thereunder.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management Discussion & Analysis forms part of the Annual Report and is annexed
as AnnexureIV.

THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:

The Company has identified and documented all key internal financial controls, which impact the financial statements. The
financial controls are tested for operating effectiveness through ongoing monitoring and review process of the management
and independently by the Internal Auditors. In our view the Internal Financial Controls, affecting the financial statements
are adequate and are operating effectively.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the year, there were no material changes which affects the financial position of the Company.

DETAILS OF APPLICATION UNDER THE IBC 2016, DURING THE YEAR ALONG WITH THEIR STATUS:

During the year under review, there were no applications made or proceedings pending in the name of the company under
the Insolvency Bankruptcy Code, 2016.

DEATAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON THE ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANK AND FINANCIAL INSTITUTIONS:

During under the review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, there were no amounts, required to be transferred to the Investor Education and Protection
Fund.

PROHIBITION OF INSIDER TRADING

With a view to regulate trading in securities by the directors and designated employees, the Company has adopted a Code
of Conduct for Prohibition of Insider Trading. Investor Grievance Redressal During the financial year under review, there
were no pending complaints or share transfer cases as on 31st March 2024.

UTILISATION OF PREFERENTIAL ISSUE PROCEEDS

The Company, following the approval of shareholders granted on March 23, 2024, has issued 6,00,000 (Six Lakhs) equity
shares of face value Rs.10/- each, at an issue price of Rs. 33.60/- (Rupees Thirty-Three and Sixty paisa only) including
premium of Rs.23.60/-(Rupees Twenty-Three and Sixty paisa only) per Equity Share, aggregating to Rs.2,01,60,000/- (Rupees
Two Crore One Lakh Sixty Thousands Only) for cash consideration on a preferential basis. These shares were duly allotted
during the Board meeting held on April 2, 2024 upon the receipt of in principle approval from BSE vide letter dated April 1,
2024.

The total proceeds from preferential issue received dated on 02.04.2024 amounting Rs.2,01,60,000/- (Rupees Two Crore
One Lakh Sixty Thousands Only) was utilized till date are as follows.

Objects	Fund Utilization (In Rs.)	Funds Utilized till date
Towards Expansion of Business in other states and to meet their working capital requirements arising out of Expansion of business	Rs. 2,01,60,000/-(Rupees Two Crore One Lakh Sixty Thousands only),	Rs. 94,00,000 (Rupees Ninety Four Lakhs Only)

INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, there were no amounts, required to be transferred to the Investor Education and Protection
Fund.

HUMAN RESOURCE DEVELOPMENT

The Company is pleased to report that during the year under reporting, the industrial relations were cordial.

RISK MANAGEMENT

During the financial year under review, the company has identified and evaluated elements of business risk. Consequently,
a Business Risk Management framework is in place. The Risk management framework defines the risk management
approach of the company and includes periodic review of such risks and also documentation, mitigation controls, and
reporting mechanism of such risks. The framework has different risk models which help in identifying risks trend, exposure,
and potential impact analysis at a company level as also separately for business.

EMPLOYEE STOCK OPTIONS:

The Company grants share-based benefits to eligible employees with a view to attracting and retaining the best talent,
encouraging employees to align individual performances with Company objectives, and promoting increased participation
by them in the growth of the Company.

• Focus Business Solution Limited- Employee Stock Option Scheme 2023 ("FBSL-ESOS 2023"):

On July 29, 2023, pursuant to approval by the shareholders, the Board has been authorized to introduce, offer, issue
and provide share-based incentives to eligible employees of the Company under FBSL ESOS 2023 plan. The maximum
number of shares to be granted under the FBSL ESOS 2023 Plan shall not exceed 2,22,200 equity shares. Nomination
and Remuneration Committee at its meeting held on November 11, 2023 approved the first grant of 26,400 options
to eligible employees under FBSL ESOS 2023 at an exercise price of Rs. 10/- per option convertible into the equity
shares of face value of Rs. 10/- each of the Company and shall vest within a period of one year from the date of the
grant and shall be exercisable within one year of vesting.

POLICIES ADOPTED BY THE COMPANY

Your company has adopted various policies for the smooth working of the company which are as follows:

• POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the
independence of the Board, and separate its functions of governance and management. As on 31st March, 2024, the
Board consists of 5 Members, 2 is Executive Director and 3 of who are Non-Executive Independent Directors.

The Board periodically evaluates the need for change in its composition and size. The Policy of the Company on
Director''s appointment and remuneration, including criteria for determining qualifications, positive attributes,
independence of director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by
the Board can be viewed on our website i.e www.focusbsl.com. We affirm that the remuneration paid to the director
is as per the terms laid out in the said policy.

• INSIDER TRADING:

There are many information''s that are important and price sensitive and required to be kept confidential on the part
of the company, if the information is disclosed this will harm the image of the company, in the definition of the insider
it will include all the persons connected with the company including all employees. The policy relating to this is available
on the website of the company.

This policy is applicable to all employees and KMP''s of the company to not to disclose the confidential information of
the company which affects the performance of the company, policy related to this available at the website of the
Company i.e www.focusbsl.com.

• RELATED PARTY TRANSACTIONS:

The Objective of the Policy is to set out:

(a) The materiality thresholds for related party transactions; and

(b) The manner of dealing with the transactions between the Company and its related parties based on the Act, your
company adopted this policy for dealing with parties in a transparent manner available at the website of the
Company i.e www.focusbsl.com.

• RISK ASSESSMENT AND MANAGEMENT:

Risk is the part of the every one''s life, while running any business there are many kind of risk is involved to minims the
business risk and all the factors that will negativity effects the organization every company tries to follows a certain
procedure for the forecasting of the risk and its management policy relating to this is available in the website of the
Company i.e www.focusbsl.com.

• WHISTLE BLOWER AND VIGIL MECHANISM:

While running the big organization there are certain good and bad things may be happened in order to control the
fraud, misconduct and malpractices this procedure is adopted by the Company and reporting of this procedure is done
under the vigil mechanism, by adopting this kind of system company can control the unethical acts and practices policy
relating to this is available at the website www.focusbsl.com.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries
of India (ICSI).

OTHERS

Registrar and Transfer Agent:

The Company had appointed Purva Sharegistry (India) Pvt. Ltd as the Registrar and Transfer Agent (RTA). The Company''s
RTA have adequate infrastructure to process investor grievances with regards to transfers, transmission and other such
matters.

Statutory Compliances

The Company has complied with all the statutory requirements. The Company ensures compliance of the Act, Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and various statutory
authorities on quarterly/half yearly basis.

Secretarial Standards

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and
General Meetings of the Company.

CAUTIONARY STATEMENT

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the
Company''s objectives, projections, estimates and expectations, may constitute "forward looking statements " within the
meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual
Results might differ.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the commitment, dedication and hard work done by the
employees of the Company and the positive co-operation extended by Banks, Government Authorities, Customers and
various other stakeholders. Your Directors also wish to place on record their deep gratitude towards the shareholders for
their continued support and confidence.

For and on behalf of the Board
Focus Business Solution Limited

Sd/- Sd/-

Mr. Mohamedyaseen Muhammadbhai Nathani Mr. Mohamedamin Mohammad Nathani
Managing Director & Chairman Whole Time Director

DIN:02759578 DIN:02759560

Date: 22^nd August, 2024
Place: Surat