Directors Report of Fynx Capital Ltd.

Mar 31, 2025

Your Board of Directors are pleased to present their 40^th Annual Report for the financial year ended on March 31, 2025.

FINANCIAL RESULTS:

Your Company’s performance for the year ended on March 31, 2025, is summarized as below:

(Amt. in Rs.)
Sr. No.	Particulars	2024-25	2023-24
1.	Revenue from Operation	1,64,106	8,18,595
2.	Other Income	23,09,630	1,17,842
3.	Total Revenue (1 2)	24,73,736	9,36,437
4.	Employee Benefit Expenses	2,93,935	8,91,554
5.	Depreciation & Amortization Exp.	37,60,012	12,43,344
6.	Other Expenses	1,99,16,441	1,51,43,790
7.	Profit/(Loss) Before Tax	(2,43,14,778)	(1,63,42,251)
8.	Current Tax	-	-
9.	Deferred Tax	5,95,770	38,34,970
10.	Excess/short provision adjusted relating to earlier year tax	-	(4,937)
11.	Profit/(Loss) After Tax (PAT)	(2,49,10,548)	(1,25,12,218)
12.	Other Comprehensive Income	-	-
13.	Total Comprehensive income for the period	(2,49,10,548)	(1,25,12,218)

STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK:

During the reporting period, your Company has recorded revenue from operation of Rs. 1,64,106/-(Rupees One Lakh Sixty-Four Thousand One Hundred and Six only) as compared to Rs. 8,18,595/-(Rupees Eight Lakhs Eighteen Thousand Five Hundred and Ninety-Five Only) during the previous financial year. Further, during the year under report, the Company has reported a net loss of Rs. 2,49,10,548/- (Rupees Two Crore Forty-Nine Lakhs Ten Thousand Five Hundred and Forty-Eight Only) as compared to loss of Rs. 1,25,12,218/- (Rupees One Crore Twenty Lakhs Twelve Thousand Two Hundred and Eighteen Only) during the previous financial year. Total comprehensive loss of the Company for F.Y. 2024-25 is Rs. 2,49,10,548/- (Rupees Two Crore Forty-Nine Lakhs Ten Thousand Five Hundred and Forty-Eight Only) Management has been continuously trying to improve the performance of the Company.

In order to conserve resources for operational purposes, your Board of Directors do not recommend any dividend.

Further, no amount has been transferred to general reserves in the Financial Year 2024-25. AUTHORISED AND PAID-UP CAPITAL OF THE COMPANY

The Authorized Share Capital of the Company was increased from Rs. 7,50,00,000/- (Rupees Seven Crores and Fifty Lakhs only) divided into 75,00,000 (Seventy-Five Lakhs) Equity shares having face value of Rs.10/- each (Rupees Ten only) to Rs. 25,00,00,000/- (Rupees Twenty-Five Crores only) divided into 2,50,00,000 (Two Crores Fifty Lakhs only) equity shares having face value of Rs. 10/- each (Rupees Ten only) after seeking approval from members in the Extra-Ordinary General Meeting held on 17^th July, 2024.

FURTHER ISSUE OF SHARE CAPITAL During the year under review, your Company made the allotment of 1,60,00,000 equity shares of the face value of Rs. 10/- each at par aggregating up to Rs. 16,00,00,000/- (Rupees Sixteen Crores Only) in the ratio of 4 (Four) Rights Equity Share for every One (1) fully paid-up Equity Share held by the Equity Shareholders on the Record Date (i.e. February 2 1, 2025 on rights basis). Consequent to the above allotments, the issued, subscribed and paid-up share capital of your Company as on 31st March 2025 stood at Rs. 20,00,00,000/- (Rupees Twenty Crores only) divided into 20,00,000 (Twenty Lakhs) equity shares of the face value of Rs. 10/- (Rupees Ten Only) each

DEVIATIONS, IF ANYOBSERVED ON FUNDS RAISED THROUGH FURTHER ISSUES.

The proceeds of the rights issue were un-utilized as on 31.03.2025. There is no deviation in use of proceeds from the objects stated in the Offer document for rights issue.

Scale Based Regulations

Reserve Bank of India issued a circular on “Scale Based Regulation (SBR): A Revised Regulatory Framework for NBFCs” on 22 October 2021 (‘SBR Framework’). As per the framework, based on size, activity, and risk perceived, NBFCs are categorised into four layers, NBFC - Base Layer (''NBFC-BL''), NBFC - Middle Layer (''NBFC-ML''), NBFC - Upper Layer (''NBFC-UL'') and NBFC - Top Layer (''NBFC-TL''). The Company is in compliance with RBI Scale Based Regulations. With an endeavor to further strengthen the compliance culture across business and functions, an integrated compliance framework has been put in place which would be enhanced from time to time.

EXTRACT OF ANNUAL RETURN:

In terms of Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the copy of Annual Return for the Financial Year 2024-25 is placed on the website of the Company at the link https://www.fynxcapital.com

BOARD MEETINGS AND INDEPENDENT DIRECTOR’S MEETING:

Your Board meets at regular intervals to discuss and decide on business strategies/policies and review the Company’s financial performance. The Board of Directors of the Company duly met Eight (5) times during the reporting year respectively on June 2 1, 2024, August 14, 2024, October 22, 2024, November 13, 2024 and January 27, 2025 and in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

1. To review the performance of non-independent directors and the Board as a whole,

2. To Assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, the Directors based on the information and representations received from the operating management confirm that:

a] in the preparation of the annual accounts, the applicable accounting standards has been followed and there are no material departures from the same;

b] the directors have 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 loss of the company for that period;

c] the directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d] the directors have prepared the annual accounts on a going concern basis; and

e] the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

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

DECLARATION (OF INDEPENDENCE) BY INDEPENDENT DIRECTORS:

The Company has received declarations from each Independent Director under section 149 (7) of the Companies Act, 2013 (‘Acf) that he meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b)of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

The Company has adopted the practice to take the declaration of independence from all Independent Directors on his appointment/ re-appointment and also in first meeting of the Board of Directors every year. All these Directors are abiding to intimate to the Board about any change in their status of independence in the very next board meeting after such change.

In the opinion of the Board, all the Independent Directors fulfill the conditions specified in the Act and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 with regard to integrity, expertise and experience (including the proficiency) of an Independent Director and are independent of the management.

The Independent Directors have complied with the Code for Independent Directors prescribed in

RATIO OF REMUNARATION OF EACH DIRECTOR TO THE MEDIAN REMUNARATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR 2024-25:

The information required pursuant to section 197 (12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of ratio of remuneration of each director to the median remuneration of the employee of the Company for the financial year 2024-25 will be made available for inspection at its registered office of the Company during the working hours for a period of twenty one days before the date of Annual General Meeting of the company pursuant to Section 136 of the Companies Act, 2013 and members, if any interested in obtaining the details thereof, shall make specific request to the officer of the Company in this regard.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

Pursuant to provisions of Section 178 (1) of the Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee framed and adopted a Nomination and Remuneration Policy for selection, nomination, appointment and remuneration of Directors suitably containing the criteria determining qualifications, positive attributes and independence of a Director.

The Policy aims to attract, retain and motivate qualified people at the board and senior management levels and ensure that the interests of Board members & senior executives are aligned with the Company’s vision and mission statements and are in the long-term interests of the Company.

The Nomination and Remuneration Policy of the Company has been designed with the following basic objectives:

a) To set out a policy relating to remuneration of Directors, Key Managerial Personnel’s, Senior Management Personnel’s and other employees of the Company.

b) To formulate criteria for appointment of Directors, Key Managerial Personnel’s and Senior Management Personnel’s.

c) To formulate the criteria for determining qualification, competencies, positive attributes and independence for the appointment of a director.

The Policy is attached as part of Corporate Governance Report. The Policy is available on the website of the Company at https://www.fynxcapital.com

Policy for Compensation of KMP and SMT pursuant to RBI Guidelines RBI has vide its circular dated 29 April 2022 issued Guidelines on Compensation of Key Managerial Personnel and Senior Management in NBFCs pursuant to RBI Scale Based Regulations. Accordingly, the Company has adopted a Board approved policy exclusively governing compensation payable to KMP and SMT. This policy lays down detailed framework, inter alia, encompassing the following:

• Principles of compensation;

• Compensation components;

• Principles of variable pay;

• Deferral of variable pay;

• Compensation for control and assurance function personnel; and

• Provisions for malus and clawback and circumstances under which application of malus and clawback is to be considered.

FORMAL ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL

The Board has carried out annual performance evaluation of its own performance other than the Director being evaluated, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Shareholders Grievance committee pursuant to the provisions of the Companies Act, 2013. The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

STATUTORY AUDITOR AND AUDITORS’ REPORT

M/s. N. C. Vaishnav & Co., Chartered Accountants, (ICAI Firm Registration number 112712W) was appointed as Statutory Auditor of the Company at the Annual General Meeting held on September 27, 2024 and shall continue to be Statutory Auditor of the Company for a period of 5 years (2024-2025 to 2028-2029) period starting from 2024-25 and that they shall hold office from the conclusion of the 39th Annual General Meeting of the Company and shall hold office till the conclusion of 44^th Annual General Meeting of the Company at a remuneration to be mutually agreed upon between the Company and the Auditor plus reimbursement of service tax, travelling and out of pocket expenses incurred by them for the purpose of audit.

The Auditors’ Report does not contain any qualifications, reservation or adverse remark and the Notes on financial statements referred to in the Auditor Report are self-explanatory and do not require any further comment thereon. During the year under review, the Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3) of the Companies Act, 2013.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Board has appointed M/s. Gaurav Agrawal & Associates, Practicing Company Secretary, in their meeting held on June 21, 2024, to conduct Secretarial Audit for the financial year 2024-25. As per Companies Act, 2013, the Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2025, is annexed herewith as Annexure 1.

The Secretarial Auditor in his Report for the year ended March 31, 2025 has brought out few observations in respect of which Board has considered and stated clarifications on same which are as given below:

• During the period under review there been one instance where the time gap between two consecutive Board Meetings slightly exceeded the prescribed limit of 120 days - The Board has considered and noted

• During the period under review, it has been observed that Company has not fully complied with Provisions of Section 90 of the Companies Act 2013 - The Board has identified that there has been change in SBO and has taken steps to comply for the same.

• The company could not appoint a new auditor in the Board Meeting within the stipulated timeline as per the Companies Act, 2013- The Board has taken all reasonable steps to comply within the timeline prescribed however due change in Management and Control and Shifting of Registered office from one state to another the management has faced challenges for the same.

• Delayed compliance of provisions of Regulation 33 of SEBI (LODR) Regulations, 2015 for the quarter/ year March 2024 and quarter June 2024.- The Company was under process of change in Management and Control and Shifting of Registered office from one state to another the management has faced challenges for the same.

• The website of the company is not fully updated as per the requirement of Regulation 46 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015- The Management has taken appropriate steps to comply with updation of website and soon website of the Company will get updated

• The Company has complied with Structured Digital Database (SDD) provisions of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. However as per the BSE website the Company is Structured Digital Database (SDD) Non-Compliant Company due to the previous year’s remarks given by the BSE. In this regards the Company is in communication with BSE to remove remarks of Structured Digital Database (SDD) Non-Compliant Company.

INTERNAL AUDITOR:

The Company has in place an adequate internal audit framework to monitor the efficacy of the internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the Company^ processes. The Internal Auditor report directly to the Chairman of the Audit Committee.

M/s. Anil Bhutra & Co were appointed as the Internal Auditor of the Company for the FY 202425 in the Board Meeting held on August 14, 2024, in accordance with the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS MADE BY THE COMPANY:

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans in the ordinary course of its business, is exempt from complying with the provisions of section 186 of the Act with respect to loans, guarantees and investments. Accordingly, the Company is exempted from complying with the requirements to disclose in the financial statement the full particulars of the loans given, investment made, guarantee given, or security provided.The details of investments are as under:

Investments into shares of Kesoran Textiles Limited to Rs 1,500/-

Along with the above investments the company also invested in Shares (Preference and Equity) of Lord Krishna Financial Services limited to the amount of Rs 1,19,99,970/-

PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, all the transactions entered into by the Company with related parties were in compliance with the applicable provisions of the Act and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, details of which are set out in the Notes to Financial Statements forming part of this Annual Report. All related party transactions are entered into only after receiving prior approval of the Audit Committee. Further, in terms of the provisions of Section 188(1) of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, all contracts/arrangements/ transactions entered into by the Company with its related parties, during the financial year under review, were in ordinary course of business in which some are on arms length pricing basis and some are on not at arm^ length pricing basis. The Audit Committee reviews all the transactions with related party on a quarterly basis and recommends the same to the Board for their approval.

The details regarding contracts/arrangements with related parties are disclosed in the AOC-2 is attached herewith as Annexure-2.

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company does not fall in any of the criteria mentioned therein and hence, it is not required to mandatorily carry out any CSR activities or constitute any Committee.

However, at Fynx Capital Limited (Formerly known as Rajath Finance Limited) we strongly believe that it’s our moral responsibility to play an active role in discharging the environmental and social obligations for the welfare of society in which we operate.

BOARD OF DIRECTORS:

As on March 31, 2025, the Composition of Board of Directors was as follows:

Sr No.	Name	Designation	Category	Director Identification Number (DIN)	Date of Appointment
1.	Mr. Gautam Kirtikumar Shah	Managing Director	Executive	06379806	May 8, 2023
2.	Mr. Ashok Kumar Mittal	Director	Non-Executive Non Independent	01332017	January 27, 2025
3.	Mr. Ashok Kumar Nag	Director	Independent	06796476	August 14, 2024
4.	Mr. Sarat Malik	Director	Independent	09791314	May 8, 2023
5.	Mrs. Anjali Sharma	Director	Independent	10820207	January 27, 2025
6.	Mrs. Vijaya Gupta	Director	Independent	09681933	January 27, 2025

The Company does not pay any remuneration to its Non-Executive Directors. Further, the Company had made payment of remuneration to its Executive Director in terms of Section 196 & 197 of the Companies Act, 2013, read with Schedule V to the Act. No commission was paid to any of the Directors during the year under Report.

Mr. Prakash Shah [DIN: 00286277] has resigned as Independent Director w.e.f. June 22, 2024.

Mrs. Jayna Shah [DIN: 10161760] has resigned as Independent Director w.e.f. August 14, 2024

Mr. Ashok Kumar Nag was appointed as Additional Director category Non-ExecutiveIndependent w.e.f. August 14, 2024 and his appointment were regularized in the Adjourned Annual General Meeting held on 27th September, 2024

Mr. Ashok Kumar Mittal was appointed as Additional Director category Non-Executive Non-Independent w.e.f. January 27, 2025 and his appointment were regularized in the Extraordinary General Meeting held on 10th March, 2025

Mrs. Vijaya Gupta was appointed as Additional Director category Non-Executive Independent w.e.f. January 27, 2025 and her appointment were regularized in the Extraordinary General Meeting held on 10th March, 2025

Mrs. Anjali Sharma was appointed as Additional Director category Non-Executive Independent w.e.f. January 27, 2025 and her appointment were regularized in the Extra-

ordinary General Meeting held on 10th March, 2025.

Mrs. Jaya Nigam [DIN: 05193565] has resigned as Whole time Director w.e.f. October 01, 2024

Mr. Gautam Kirtikumar Shah [DIN: 06379806] has resigned as Managing Director w.e.f. May 30, 2025

Mr. Shanker Raman Siddhanathan [DIN: 11092783] was appointed as Additional Director and Managing Director w.e.f. August 26, 2025 and his appointment will be regularized in the 40^th Annual General Meeting.

RETIREMENT BY ROTATION

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 and rules made thereunder, one-third of such number of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr. Ashok Kumar Mittal, Director (DIN: 06796476) will retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The Board recommends the same for your approval.

The necessary disclosures required under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2 on General Meetings issued by the Institute of Company Secretaries of India, for the above-mentioned re-appointments are provided in the 40^th Annual General Meeting Notice of the Company.

KEY MANAGERIAL PERSONNEL:

As on March 31, 2025, the following person have been designated as Key Managerial Personnel (“KMP”) of the Company pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr No.	Name	Designation
1.	Mr. Gautam Kirtikumar Shah	Managing Director
2.	Mr. Akash Hirenbhai Bheda	Company Secretary & Compliance Officer
3.	Ms. Urvashi Manoj Parmar	Chief Financial Officer

Ms. Urvashi Manoj Parmar resigned from the Post of Chief Financial Officer w.e.f. May 02, 2025 and Ms. Preeti Mhatre was appointed as Chief Financial Officer of the Company w.e.f. May 23, 2025

Mr. Gautam Kirtikumar Shah [DIN: 06379806] has resigned as Managing Director w.e.f. May 30, 2025 and will continue remain as Director of the Company.

Mr. Shanker Raman Siddhanathan [DIN: 11092783] was appointed as Additional Director and Managing Director w.e.f. August 26, 2025 and his appointment will be regularized in the 40^th Annual General Meeting.

As per provisions of the Companies Act, 2013, the Company has established and constituted three committees viz. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee as a part of better corporate governance practice.

During the year under review, Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee were re-constituted due to change in Board of the Company w.e.f. August 14, 2024 and was further re-constituted on January 27, 2025.

AUDIT COMMITTEE: The Audit Committee of the Company is constituted in line with the provisions of Regulation 18(1) of SEBI (LODR) Regulations with the Stock Exchanges read with Section 177 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Regulation 19(1) of SEBI (LODR) Regulations with the Stock Exchanges read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report

STAKEHOLDER RELATIONSHIP COMMITTEE: The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of Regulation 20 of SEBI (LODR) Regulations with the Stock Exchanges read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report

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

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated in Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 for year ended March 31, 2025 is provided below:

A.	Conservation of energy
	i.	Steps taken or impact on conservation of energy	Nil
	ii.	Steps taken for utilizing alternate sources of energy
	iii.	Capital investment on energy conservation equipment’s
B.	Technology absorption
	i.	Efforts made towards technology absorption
	ii.	Benefits derived like product improvement, cost reduction, produ development or import substitution
	iii.	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- • the details of technology imported • the year of import • whether the technology been fully absorbed • If not fully absorbed, areas where absorption has not taken place, and the reasons thereof

	iv.	The expenditure incurred on Research and Development
C.	Foreign Exchange Earnings and Outgo
	i.	Foreign Exchange Earnings by the Company	Nil
	ii.	Foreign Exchange Expenditure by the Company

PARTICULARS OF EMPLOYEES:

There are no employees in the Company drawing remuneration of more than Rs. 8,50,000/-(Rupees Eight Lakh Fifty Thousand Only) per month or Rs.1,02,00,000/- (Rupees One Crore Two Lakh Only) per annum, as prescribed in Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

During the year the paid-up capital of the Company has increased from Rs. 4,00,00,000/-(Rupees Four Crore) to Rs. 20,00,00,000/- (Rupees Twenty Crore). Due to the increase in its paid-up share capital the corporate governance became applicable to the Company with effect from March 25, 2025. Separate reports on Corporate Governance compliance and Management Discussion and Analysis as stipulated by the SEBI Listing Regulations forms part of this Annual Report along with the required Certificate from Practising Company Secretary regarding Compliance of the conditions of Corporate Governance as stipulated. In Compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board Members and Senior Management Personnel of the company, who have affirmed the compliance thereto.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES:

As on March 31, 2025, the Company doesn’t have any Subsidiary, Joint Venture or Associate Companies.

INTERNAL FINANCIAL CONTROLS:

According to Section 134(5)(e) of the Act in terms of internal control over financial reporting, the term Internal Financial Control (‘IFC^ means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company9s policies, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls and the Board is responsible for ensuring that IFC are laid down in the Company and that such controls are adequate and operating effectively.

The Company believes that strengthening of internal controls is an ongoing process and there will be continuous efforts to keep pace with changing business needs and environment.

The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations which assures compliance with internal policies, applicable laws and regulations, ensures reliability and accuracy of records, promotes operational efficiency, protects resources and assets, helps to prevent and detect fraud, errors and irregularities and overall minimizes the risks. These are routinely tested and certified by Statutory Auditors. Further the Statutory Auditors have issued no letters of internal control weaknesses and has provided opinion on adequacy of internal financial control system in the audit report during the financial year under review.

VIGIL MECHANISM:

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 the Company has established the necessary Vigil Mechanism for its directors and employees.

Pursuant to the Policy, the Director or Employee can raise concerns relating to Reportable Matters (as defined in the Policy) such as unethical behavior, breach of Code of Conduct, actual or suspected fraud, any other malpractice, impropriety or wrongdoings, illegality, noncompliance of legal and regulatory requirements, retaliation against the Directors & Employees and instances of leakage of/suspected leakage of Unpublished Price Sensitive Information of the Company etc.

Further, the mechanism adopted by the Company encourages the Whistle Blower to report their genuine concerns or grievances to the Audit Committee and provides for adequate safeguards against victimization of directors and employees, who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. The Audit Committee oversees the functioning of the same. Further, no personnel have been denied access to the Audit Committee during the Financial Year under review.

There was no instance of such reporting during the financial year ended March 31, 2025.

PREVENTION. PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at workplace and is committed to provide a safe and secure working environment for all employees.

The Company has adopted a policy for prevention of sexual harassment at the workplace, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”). An Internal Complaints Committee (“ICC”) has been duly constituted as per the provisions of the POSH Act to redress complaints regarding sexual harassment at the workplace.

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow:

A	Number of complaints of Sexual Harassment received in the Year
B	Number of Complaints disposed off during the year	-
c	Number of cases pending for more than ninety days	-

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS:

During the Financial Year 2024-25, there been one instance where the time gap between two consecutive Board Meetings slightly exceeds the prescribed limit of 120 days. However the management has acknowledged this and has ensured timely convening of meetings in future to maintain full compliance except this the Company has complied with all the relevant provisions of the applicable mandatory Secretarial Standards i.e. SS-1 and SS-2, relating to “Meetings of the Board of Directors” and “General Meetings”, respectively issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118 (10) of the Act.

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

The Shareholders of the Company in the Extra Ordinary General Meeting held on March 10, 2025 approved the change of the name of the company from Rajath Finance Limited to Fynx Capital Limited. The Registrar of Companies (ROC) Central Processing Centre (CPC) has issued Certificate of Incorporation pursuant to change of name dated April 07, 2025. Consequent to the Approval received from Registrar of Companies (ROC) Central Processing Centre (CPC) the Management has made application for change of name to BSE, RBI and various other Regulatory Authorities and has also received approvals from various Regulatory Authorities.

Compliance with RBI Guidelines

The Company continues to fulfil all the norms and standards laid down by RBI pertaining to non-performing assets, capital adequacy, statutory liquidity assets, etc. As against the RBI norm of 15%, the capital to risk weighted assets ratio of the Company adhered as on 31 March 2025. In line with the RBI guidelines for asset liability management (''ALM'') system for NBFCs, the Company has an asset liability committee, which meets monthly to review its ALM risks and opportunities. Further, FynX Capital exceeds the regulatory requirement of liquidity coverage ratio (''LCR'') introduced by the RBI in FY2020. The Company continues to be in compliance with the RBI Scale Based Regulations.

MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

OTHER DISCLOSURES:

• Your Company has not invited/ accepted any Deposits under the provisions of Section 73 of the Companies Act, 2013 and the Rules made thereunder.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

• There have been no instances of any revision in the Board’s Report or the financial statement, hence disclosure under Section 131(1) of the Act.

• The Company has not paid any commission to any of its Directors and hence, provision of disclosure of commission paid to any Director as mentioned in Section 197(14) is not applicable.

• The Company has not issued any shares to any employee, under any specific scheme, and hence, disclosures under Section 67(3) are not required to be made.

• The Company is not required to maintain cost records as per the provisions of Section 148 of Companies Act, 2013 and rules framed thereunder.

• No proceedings are filed by the Company or pending against the Company under the Insolvency and Bankruptcy Code, 2016.

ACKNOWLEDGEMENT:

Your directors put on record their wholehearted gratitude and deep appreciation to our shareholders, customers, vendors, bankers and financial institutions for all the support rendered during the year. Finally, we appreciate and value the contributions made by all our employees at all levels, amidst the challenging time with their continued hard work for making the Company achieve its vision and mission. Company’s vendors, investors, business associates, Central/State Government and various departments and agencies for their support and co-operation.

---

Mar 31, 2015

The Directors are pleased to present their 30th Annual Report for the financial year ended on 31st March, 2015.

FINANCIAL RESULTS:

Your Company's performance for the year ended on 31st March, 2015, is summarized as under:

(Amt. in Rs.)

SR. PARTICULARS 2014-15 2013-14 NO.

1. Revenue from Operation 40,31,266 31,33,790

2. Other Income 30,202 1,98,557

3. Total Revenue (1 2) 40,61,468 33,32,347

4. Depreciation & Amortization Exp. 2,17,702 1,91,971

5. Other Expenses 40,33,146 15,19,829

6. Profit/(Loss) Before Tax (5,97,605) 12,33,932

7. Current Tax 11,141 1,07,693

8. Deferred Tax 4,21,788 (3,17,489)

9. Profit/(Loss) After Tax (PAT) (10,30,534) 11,65,607

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

During the year under Report, your Company has recorded the total Revenue from Operations of Rs. 40,31,266/- as compared to Rs.31,33,790/- of previous financial year 2013-14 showing an approximate rise of about 28%. However, due to increasing inflation, unfavorable market conditions and writing off of Bad Debts, the Company has incurred loss of Rs.5,97,605/- as compared to Net Profit of Rs.11,65,607/- of previous year. However, the management assures that the Company will leave no effort unturned to recover the loss in the impending phase and improve the profitability of the Company.

DECLARATION OF DIVIDEND & TRANSFER OF AMOUNT TO RESERVES:

Due to loss, your Board of Directors does not recommend declaration of dividend. Moreover, no amount is being transferred to Reserves during the financial year 2014-15

SHARE CAPITAL:

The paid up Equity Share Capital as on March 31, 2015 was Rs. 4 crores. During the year under review, the Company has not issued any shares or any convertible instruments.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134 (3) (a) of Companies Act, 2013, Form MGT 9 i.e. the extract of Annual Return for the Financial Year 2014-15 is enclosed with this report.

BOARD MEETINGS AND INDEPENDENT DIRECTOR'S MEETING:

The Board of Directors of the Company respectively met Five times on 28/05/2014, 02/08/2014, 31/10/2014, 31/01/2015 and 31/03/2015 during the financial year 2014-15.

Further, the Independent Directors meeting was held on 25th March, 2015 to review the performance of non-independent directors and the Board as a whole; review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors and assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

BOARD'S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, the Directors based on the information and representations received from the operating management confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;

b) the directors have 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 have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis; and

e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

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

DECLARATION (OF INDEPENDENCE) BY INDEPENDENT DIRECTORS:

The Company has received declarations from each Independent Director under section 149 (7) of the Companies Act, 2013 that he/ she meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The Company has the practice to take the declaration of independence from all Independent Directors on his/ her appointment/ re-appointment and also in first meeting of the Board of Directors every year. All these Directors are abiding to intimate to the Board about any change in their status of independence in the very next board meeting after such change.

COMPANY'S POLICY ON DIRECTORS APPOINTMENT, NOMINATION, REMUNERATION AND FORMAL EVALUATION:

Pursuant to provisions of Section 178 (1) of the Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection, nomination, appointment and Remuneration of Directors suitably containing the criteria determining qualifications, positive attributes and independence of a Director. Moreover, in terms of Clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Shareholders Grievance committee.

STATUTORY AUDITOR AND AUDITORS' REPORT:

M/s. SADP & CO., Chartered Accountants, Rajkot, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Auditors' Report does not contain any qualification, reservation or adverse remark AND the Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not require any further comments thereon.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Board has appointed Nayna Paramalji Chopra, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS MADE:

During the year under report, the Company has not granted any loan or provided any guarantee or made any investment exceeding the limits as specified in Section 186 (2) of the Companies Act, 2013. Hence no approval from the shareholders in this regard was required.

PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES:

The Company has not entered into any contract or arrangement with related party which is not at arms' length requiring approval of shareholders in the general meeting as required under section 188 of the Companies Act, 2013. The Audit Committee reviews all the transactions with related party on quarterly basis and recommends the same to the Board for their approval. Your Directors draw attention of the members to Note no. 24 to financial statements which set out related party disclosures.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company with a net worth of Rs. 500 Crores or more OR an annual turnover of Rs.1000 Crores or more OR with a net profit of Rs. 5 Crores or more is required to constitute a CSR Committee. At present, the Company is not required to constitute a CSR Committee in this regards as none of the above referred limits have been triggered.

BOARD OF DIRECTORS:

In terms of Section 152 (6) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Hitesh Bagdai, Managing Director (DIN: 00575732) and Mr. Bhavdeep Vala, Director (DIN: 00153775) retires by rotation and being eligible, has offered himself for re- appointment. The Board recommends the same for your approval.

Mr. Kantilal Khakhar (DIN: 01957569), Mr. Ketan Dhulesiya (DIN: 02252208) and Mr. Janish Ajmera (DIN: 06708217) are the Independent Directors of the Company.

In terms of provisions of Section 149 (10) read with Clause 49 of the Listing Agreement, all three independent directors have been reappointed with amended terms in the 29th Annual General Meeting of the Company held on 30th September, 2014.

BOARD COMMITTEES :

AUDIT COMMITTEE: The Company is having an adequate Audit Committee comprising of following Directors:

Sr. No. Name & DIN of the Director Status Category

1 Mr. Kantilal Khakhar Chairman of Audit Non- Executive and (DIN:01957569) Committee Independent Director

2 Mr. Ketan Dhulesia Member Non- Executive and (DIN: 02252208) Independent Director

3 Mr. Bhavdeep Vala Member Executive Director (DIN: 00153775)

During the year under report, all the recommendations of the Audit Committee were duly considered. Detailed terms of reference of Audit Committee are provided in Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE: The Company is having an adequate Nomination and Remuneration Committee comprising of following Directors:

Name & DIN of the Sr. Director No. Status Category

1 Mr. Kantilal Khakhar Chairman of Nomination Non- Executive and (DIN:01957569) & Remuneration Independent Director Committee

2 Mr. Ketan Dhulesia Member Non- Executive and (DIN: 02252208) Independent Director

3 Mr. Bhavdeep Vala Member Executive Director (DIN: 00153775)

Detailed terms of reference of Nomination and Committee are provided in Corporate Governance Report.

SHAREHOLDERS GRIEVANCE COMMITTEE: The Company is having a Shareholder Grievance Committee comprising of following Directors:

Name & DIN of the Sr. Director No. Status Category

1 Mr. Ketan Dhulesia Chairman of Shareholder Non - Executive and (DIN:02252208) Grievance Committee Independent Director

2 Mr. Kantilal Khakhar Member Non- Executive and (DIN: 01957569) Independent Director

3 Mr. Bhavdeep Vala Member Executive Director (DIN: 00153775)

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

The provisions of Section 134(3) (m) of the Companies Act, 2013, and the rules made there under relating to conservation of energy, technology absorption do not apply to your Company as it is not a manufacturing company. However, your Company has been increasingly using information technology in its operations and promotes conservation of resources. During the year under review, there was no foreign earning or expenditure in the Company.

PARTICULARS OF EMPLOYEES:

There are no employees in the Company drawing remuneration of more than Rs. 5 Lacs per month or 60 Lacs per annum, as prescribed in Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CORPORATE GOVERNANCE:

The Company believes that the Corporate Governance is all about effective management of relationship among constituents of the system, i.e. shareholders, management, employees, customers, vendors, regulatory and the society at large. The Company has strong belief that this relationship can only be built and strengthen through corporate fairness, transparency, and accountability. The Securities and Exchange Board of India (SEBI), Reserve Bank of India (RBI), National Foundation for Corporate Governance (NFCG), Institute of Company Secretaries of India (ICSI) and other such regulatory bodies and organizations are continuously making stringent efforts to strengthen Corporate Governance framework in the country.

Accordingly, a detailed Report on Corporate Governance as well as the Certificate from M/s. SADP & Co, Chartered Accountants, and the Statutory Auditors of the Company are annexed to this Report of Board of Directors.

RISK MANAGEMENT:

The Company has framework for managing its risk. It has led down detail procedure to inform Board member about the Risk assessment and Minimization Procedure. The Company has made the policy in this regard and the same is reviewed periodically to ensure the executive management control risk through means of proper framework.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES:

As at 31st March, 201 5, the Company doesn't have any Subsidiary, Joint Venture or Associate Companies.

INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls with reference to financial statements. During the year under report, no reportable material weakness was observed.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS MADE:

During the year under report, the Company has not granted any loan or provided any guarantee or made any investment exceeding the limits as specified in Section 186 (2) of the Companies Act, 201 3. Hence no approval from the shareholders in this regard was required.

VIGIL MECHANISM:

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 www.rajathfinance.com

OTHER DISCLOSURES:

- Your Company has not invited/ accepted any Fixed Deposits under the provisions of Section 73 of the Companies Act, 201 3 and the Rules made there under.

- No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

- During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

- No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

- The Company is not required to get its cost records audited for the financial year 2014-15.

INDUSTRY STRUCTURE, DEVELOPMENT AND FUTURE OUTLOOK:

NBFCs, which historically have been very reliant on bank borrowings, have now started to diversify their resource raising profile to reduce cost of funds. In the current environment financing through bonds, debentures and commercial papers (CPs) are much cheaper as compared to bank borrowings. The highlights of the reforms introduced by Government of India in their budget for the coming fiscal for the financial sector are as following:

- Inclusion of NBFCs, having an asset size of Rs 500 crore and above, under the SARFAESI Act and new bankruptcy code will provide a boost to recovery efforts and help rein in asset quality problems over the long run.

- Setting up of autonomous "Bank Board Bureau" marks the initial move towars formalizing a holding company structure for public sector banks. This will improve governance, optimize capital contribution by government, and provide greater functional autonomy.

- The new Micro Units Development Refinance Agency (MUDRA) Bank for refinancing of microfinance institutions will support micro credit. The revised regulatory framework released in November, 2014 by the RBI focuses on strengthening the structural profile of the NBFC sector. These changes have to be implemented in a phased manner by Reserved Bank of India, by March 31, 201 8.

SEGMENTS:

Rajath Finance Limited, does not have multiple segments, and hence, comments are not required.

PERFORMANCE:

During the year under Report, the Company has recorded total revenue of Rs. 40,61,468/- and major part of revenue is generated through Interest Income. Further, due to unfavorable conditions prevailing in the market, the Company has incurred a Net Loss of Rs.10,34,534/-. Your directors assure to recover the losses as early as possible.

INTERNAL AUDIT SYSTEM

The Company has implemented proper and adequate systems of internal control to ensure that all assets are safeguarded and protected against loss from any unauthorized use or disposition and all transactions are authorized, recorded and reported correctly. The System ensures appropriate information flow to facilitate effective monitoring. The internal audit system also ensures formation and implementation of corporate policies for financial reporting, accounting, and information security.

CAUTIONARY STATEMENTS

All statements made in Management and Discussion Analysis have been made in good faith. Many unforeseen factors may come into play and affect the actual results, which could be different from what the Management envisages in terms of performance and outlook. Market data, industry information etc. contained in this Report have been based on information gathered from various published and unpublished reports and their accuracy, reliability, and completeness cannot be assured.

Factors such as economic conditions affecting demand/supply and priced conditions in domestic & international markets in which the Company operates, and changes in Government regulations, tax laws, other statues and other incidental factors, may affect the final results and performance of the Company.

ACKNOWLEDGEMENT:

Your directors put on record their whole hearted gratitude to bankers, employees of the Company for their sincere efforts for the Company.

By Order of the Board of Directors

Date : 30/05/2015 For, RAJATH FINANCE LIMITED,

Place : Rajkot

Sd/- Sd/-

(HITESH BAGDAI) (BHAVDEEP VALA)

MANAGING DIRECTOR DIRECTOR

(DIN: 00575732) (DIN: 00153775)

---

Mar 31, 2014

The Members,

The Directors are pleased to present their 29th Annual Report for the financial year ended on 31st March, 2014.

FINANCIAL RESULTS:

Your Company''s performance for the year ended on 31st March 2014 is summarized as under:

(Amt. in Rs) SR NO PARTICULARS 2013-14 2012-13

1. Revenue from Operation 31,33,790 30,75,415

2. Other Income 1,98,557 Nil

3. Total Revenue (1 2) 33,32,347 30,75,415

4. Depreciation & Amortization Exp. 1,91,971 3,23,836

5. Other Expenses 15,19,829 22,14,894

6. Profit/(Loss) Before Tax 12,33,932 (47,386)

7. Current Tax 1,07,693 83,828

8. Deferred Tax (3,17,489) (25,285)

9. Profit/(Loss) After Tax (PAT) 11,65,607 (1,05,929)

PERFORMANCE HIGHLIGHTS:

During the year under Report, your Company has recorded the total Revenue Rs. 33,32,347/-. Further, due to sustain efforts of the management, the Company has earned net profit of Rs. 11,65,607/- during the year under Report as compared to net loss of Rs. 1,05,929 of last year.

BUSINESS DEVELOPMENT STRATEGY:

During this current fiscal, the Company has reviewed the upcoming prospects of the segment funding lying into the business in diverse areas and the Company has taken necessary steps to spread out the business activities of the Company into segment funding /finance activities.

DIVIDEND:

The Company is in reviving path of operations during year 2013-14, and to preserve resources for future purposes, your Board of Directors does not recommend declaration of dividend.

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

As the Company is engaged in service sector, details of consumption of energy are not required to be given. However the Company has made enough efforts for minimizing the electricity expenses at its office, and thereby putting efforts for conservation of energy. The Company has not taken any significant steps for adoption of new technology during the year under Report. Further, there have been no foreign exchange earnings or expenses during the year under report.

PARTICULARS OF EMPLOYEES:

There are no employees in the Company drawing remuneration more than Rs. 5 Lacs per month or 60 Lacs per annum, the limits specified in the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Particulars of Employees) (Amendment) Rules, 2011.

BOARD OF DIRECTORS:

Mr. Ketan Dhulesia, Director of the Company, is liable to retire by rotation at the ensuring Annual General Meeting and being eligible offer themselves for reappointment. Further, Mr. Ketan Dhulesia, Mr. Janish Ajmera and Dr K K Khakhar, are Independent Directors of the Company, and in terms of Section

CORPORATE GOVERNANCE:

The Company believes that the Corporate Governance is all about effective management of relationship among constituents of the system, i.e. shareholders, management, employees, customers, vendors, regulatory and the society at large. The Company has strong belief that this relationship can only be built and strengthen through corporate fairness, transparency, and accountability. The Securities and Exchange Board of India (SEBI), Reserve Bank of India (RBI), National Foundation for Corporate Governance (NFCG), Institute of Company Secretaries of India (ICSI) and other such regulatory bodies and organizations are continuously making stringent efforts to strengthen Corporate Governance framework in the country.

Accordingly, a detailed Report on Corporate Governance as well as the Certificate from M/s. S A D P & Co, Chartered Accountants, and the Statutory Auditors of the Company are annexed to this Report of Board of Directors.

STATUTORY AUDITORS:

M/S. S A D P & Co., Chartered Accountants, Rajkot and retiring Statutory Auditors of the Company, being eligible offer themselves for reappointment. Members are requested to appoint them as auditors of the Company to hold office from the conclusion of ensuing General Meeting until the conclusion of the next Annual General Meeting of the Company, and to authorize the Board to fix the remuneration of auditors.

SUBSIDIARY COMPANY:

During the year under review, M/s Hitraj Developers Private Limited (HDPL) has been removed as subsidiary of the Company. As on 31st March, 2014, the Company does not have any subsidiary.

REPLY OF THE MANAGEMENT TO THE REMARKS OF THE AUDITORS:

The Statutory Auditors have remarked in Point No. 3 (B) of Annexure to the Auditors Report that the terms and conditions of loans granted by the Company are prima - facie prejudicial to the interest of the Company since there is no stipulation regarding repayment of principal and interest. Here, the management would like to inform, that necessary terms and conditions are being formulated to recover the loan and interest granted by the Company and the same will be implemented shortly.

BOARD''S RESPONSIBILITY STATEMENT:

In pursuance of Section 217 (2AA) of the Companies Act, 1956, the Directors confirm:

a. that in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same,

b. that they have 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 accounting year and of the profit and loss account for that year;

c. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d. that they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT:

Your directors put on record their whole hearted gratitude to bankers, employees of the Company for their sincere efforts for the Company.

By Order of the Board of Directors

Date : 28/05/2014 For, RAJATH FINANCE LIMITED,

Place : Rajkot

(HITESH BAGDAI) (BHAVDEEP VALA) MANAGING DIRECTOR DIRECTOR

---

Mar 31, 2012

The Directors are pleased to present their Twenty Seventh Annual Report for the year ended on 31st March, 2012.

Financial Results

Your Company's performance for the year ended on 31st March 2012 is summarized as under:

(Amt. in Rs)

PARTICULARS 2011-12 2010-11

NO. 1. Revenue from Operation 47,38,652.00 2,07,47,222.00

2. Other Income Nil 41,179.00

3. Total Revenue(l 2) 47,38,652.00 2,07,88,401.00

4. Depreciation & Amortization Exp. 3,22,825.00 3,26,519.00

5. Other Expenses 47,44,725.00 1,60,22,291.00

6. Profit/ (Loss) Before Tax (3,28,898.00) 44,39,591.00

7. Current Tax 4,92,561.00 14,45,210.00

8. Deferred Tax (3,74,605.00) (23,293.00)

9. Excess/Short Provision relating earlier year Tax Nil 21,845.00

10. Profit/(Lossj After Tax (PAT) (4,46,854.00) 29,95,829.00

11 Balance Carried forward to the Balance Sheet 58,48,083.00 62,94,937.00

Performance Highlights

During the year under Report, your Company has recorded the total Revenue Rs. 47,38,652. Further, due to adverse market conditions, the company has recorded net Loss of Rs. 4,46,854.00 as compared to net, profit of Rs. 29,95,829 during the previous fiscal. The Company is striving to bring the business in the profits and in the coming years it is envisaged that the performance of the Company will be very good.

BUSINESS DEVELOPMENT STRATGEY

During this year also, the Company has reviewed the up coning prospects lying into the business of the Segment funding in different area and the Company has taken necessary steps to spread out the business activities of the Company into Segment funding /finance activities.

Board's Responsibility Statement

In pursuance of Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

a) That in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same,

b) That They have 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 accounting year and of the profit and loss account for that year;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d) That they have prepared the annual accounts on a going concern basis.

Personnel

Your Company is having augmentation in order to build workforce strength in the organization. Your Company considers individual as resources as the prime drivers for the growth and development of the Company. During the period under review, your Company has continued its efforts for strengthening the relationships with personnel. Your Company has made the workplace-environment free from any physical, psychological, verbal harassment. All employees of the Company are treated with highest dignity and respect.

Your Board sincerely thanks all the employees who have put in their hard work and helped the Company in this tough period.

Particulars of Employees

The Company has no employee drawing remuneration exceeding limits as specified in the Companies (Particulars of Employees) Rules, 1975, as amended till date, and hence, particulars as mentioned in Section 217(2A) of the Companies Act, 1956, as amended, are not required to be given.

Directors

Shri Hitesh Bagdai, Director, was appointed as the Managing Director of the Company by the Board of Directors w.e.f. 1st October, 2011, subject to approval of Members in the General Meeting. Members are requested to approve the appointment of Shri Bagdai as the Managing Director.

Shri Bhavdeep V. Vala, Directors of the Company, is liable to retire by rotation at the ensuring Annual General Meeting and being eligible offer themselves for reappointment. A brief Resume of Directors is attached with Notice of the AGM.

Corporate Governance

Your Company has adopted Corporate Governance Practices. The Company believes that the Corporate Governance is all about effective management of relationship among constituents of the system, i.e. shareholders, management, employees, customers, vendors, regulatory and the society at large. The Company has strong belief that this relationship can only be built and strengthen through corporate fairness, transparency, and accountability. A detailed report on Corporate Governance is attached to this Report. The Securities and Exchange Board of India (SEBI) has made efforts to strengthen the Clause 49 of the Listing Agreement. Accordingly, a separate Report on Corporate Governance as well as the Certificate from M/s. SADP & Co, Chartered Accountants, and the statutory Auditors of the Company are annexed to this Report of Board.

Auditors

M/s. SADP & Co. Chartered Accountants and retiring statutory auditors of the Company, being eligible offer themselves for reappointment. Members are requested to appoint them as auditors of the Company to hold office from the conclusion of ensuing General Meeting until the conclusion of the next Annual , General Meeting of the Company, and to authorize the Board to fix the remuneration of auditors.

Secretarial Audit

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being carried out at the specified periodicity by M/s. !MJ
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

As the Company is engaged in service sector, and since few years activities have been closed down, details of consumption of energy are not required to be given. However the Company has made enough efforts for minimizing the electricity expenses at its office, and thereby putting efforts for conservation of energy. The Company has not taken any significant steps for adoption of new technology during the year under Report.

Acknowledgement

Your directors put on record their whole hearted gratitude to bankers, employees of the Company for their sincere efforts for the Company.

By order of the Board of Directors

Date: 30/05/2012 For, RAJATH FINANCE LIMITED,

Place: Rajkot

(HITESH BAGDAI) (BHAVDIP VALA) Director Director

---

Mar 31, 2010

The Directors are pleased to present their Twenty Fifth Annual Report for the year ended on 31st March, 2010. Financial Results Your Companys performance for the year ended on 31 st March 2010 is summarized as under:

Particulars For the year For the year ended

ended on 31st on 31st March,

March, 2010 2009

Total Income 37,23,519 38,67,485

Operating Expenditure 10,63,774 9,74,662

Profit (Loss) non-cash/non-

operating charges 26,59,745 28,92,823

Profit before tax 24,30,405 26,72,986

Provision for current tax 5,29,450 1,48,810

Fringe benefit tax - - 4,354

| Deferred Taxation (21,910) (28,864)

Peofit (loss) after taxation 19,22,865 25,48,686

Surplus/(Deficit) from previous

years (52,10,931) (72,49,880)

balance transferred to

balance-sheet [32,88.066) 47,01,194

Performance Highlights

During the year under Report, your Company has restarted its operations gradually, and has earned total income of Rs. 37,23,519/- as compared to Rs. 38,67,485/- in the precious year. Further, profit after taxation is arrived at Rs. 19,22,865/- as compared to net profit of Rs. 25,48,686/- in the precious year. The main reason behind the decrease in the net profit is due to taxation provision. Further, the accumulated losses are substantially decreased from Rs. 47,01,914/- of previous year to Rs. 32,88,066/- in the current fiscal.

The Company is striving to bring the business in the profits and in the coming years it is envisaged that the performance of the Company will be very good.

INCREASE IN AUTHORISED SHARE CAPITAL

Members are aware that the Company requires funds to meet its financial requirements. Thereafter, the Board has decided to increase paid up capital. However, as the paid up capital cannot be more than the authorised share capital, the Company has first to increase its authorised share capital.

Hence, it is proposed to increase Authorised Share capital of the Company From Rs 5 crores to Rs 7.5 crores and new shares, as and when issued, shall rank pari-passu with the existing shares.

BUSINESS DEVELOPMENT STRATGEY

The Company is seeing opportunities lying into the business of the micro finance, and it believes that the micro finance area is the most thrust area of the economy. The Company has decided to expand the business activities to the Company into micro finance activities also, in a phased and planned manner. Initially, the Company will establish its own outlets or will appoint franchisees in 40 to 50 places in the State of Gujarat, Where the Company has solid base. The Company will adopt the same strategy in rest of parts of the Country also. The Company will appoint experienced core team and supporting menpower for establishing its presence if the micro finance business.

Boards Responsibility Satement

In pursuance of Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

a) That in the preparation of annual accounts, the applicable accounting standards have been followed and that on material departures have been made from the same,

b) That They have 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 accounting year and of the profit and loss account for that year;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities,

d) That they have prepared the annual accounts on a going basis.

Personnel

Your Company has now recommenced its activities, and is looking to build personnel strength in the organization. Your Company considers human resources as the primary drivers for the growth and development of the Company. During the period under review, your Company has continued its efforts for strengthening the relationship with personnel, your Company has made the workplace-environment free from any physical, psychological, verbal harassment. All employees of the Company are treated with highest dignity and respect.

Your board sincerely thanks all the employees who have put in their hard work and helped the Company in this tough periods.

Particulars of Employees

The Company has no employee drawing remuneration exceeding limits as specified in the Companies (Particulars of Employees) Rules, 1975, as amended till date, and hence, particulars as mentioned in Section 217(2A) of the Companies Act, 1956, are not required to be given.

Directors

Dr. K K Khakhar, Director of the Company, is liable to retire by rotation at the ensuring Annual General Meeting and being eligible offer himself for reappointment. A brief Resume of Dr K K Khakhar is attached with Notice of the AG M.

Ms. Poonam Bagdai, Director of the Company resigned w.e.f 26th April, 2010. The Board Put its sincere appreciation for services provided by Ms. Bagdai during her tenure as Director

Corporate Governance

Your Company has adopted Corporate Governance Practices. The Company believes that the Corporate Governance is all about effective management of relationship among constituents of the system, i.e. shareholders, management, employees, customers, vendors, regulatory and the society at large. The Company has strong belief that this relationship can only be built and strengthen through corporate fairness, transparency, and accountability. A detailed report on Corporate Governance is attached to this Report. The Securities and Exchange Board of India (SEBI) has made efforts to strengthen the Clause 49 of the Listing Agreement. Accordingly, a separate Report on Corporate Governance as well as the Certificate from M/s SADP & Co, Chartered Accountants, and the statutory Auditors of the Company are annexed to this Report of Board.

Auditors

M/s SADP & Co. Chartered Accountants, and retiring statutory auditors of the Company, being eligible offer themselves for reappointment. Members are requested to appoint them as auditors of the Company to hold office from the conclusion of ensuing general meeting until the conclusion of the next Annual General Meeting of the Company, and to authorize the Board to fix the remuneration of auditors.

Secretarial Audit

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being carried out at the specified periodicity by M/s. MJP Associates, Practising Company Secretaries, Raikot

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

As the Company is engaged in service sector, and since few years activities have been closed down, details of consumption of energy are not required to be given. However the Company has made enough efforts for minimizing the electricity expenses at its office, and thereby putting efforts for conservation of energy. The Company has not taken any significant steps for adoption of new technology during the year under Report.

Acknowledgment

Your directors put on record their whole hearted gratitude to bankers, employees of the Company for their sincere efforts for the Company.

By order of the Board of Directors For RAJATH FIANCE LIMITED, Date:25/07/2010 (HITESH M.BAGDAI) (BHAVDEEP V.VALA) Place:Rajkot Director Director