Directors Report of Moneyboxx Finance Ltd.

Mar 31, 2025

The Directors of your Company are pleased to present the 31st Annual Report of Moneyboxx Finance Limited on the business and
operations of your Company along with the Audited Financial Statements of the Company for the Financial Year ended 31st March 2025.
(“Financial Year under review”)

financial highlights

The summary of Company''s financial performance for FY 2025 as compared to the FY 2024 is given below: -

particulars	3!-Mar-25	3!-Mar-24
Revenue from Operations	19,894.47	12,769.36
Other Income	28.22	27.03
Profit/loss before Depreciation, Finance Costs, Comprehensive items and Tax Expense	7,397.43	5,671.78
Less: Depreciation, amortization and impairment	770.82	334.57
Profit/Loss before Finance Costs, Comprehensive items, and Tax Expense	6,626.61	5,337.21
Less: Finance Cost	6,330.87	4,281.36
Profit/Loss before Comprehensive items and Tax Expense	295.74	1,055.85
Less: Tax Expense (Current & Deferred)	170.84	141.78
Profit/loss for the year (1)	124.9	914.07
Add/(less): Comprehensive items	(11.45)	(17.59)
Total Comprehensive Income for the year	113.45	896.48
Retained earnings as at the beginning of the year	(978.28)	(1,691.95)
Retained earnings before appropriations	(864.83)	(795.47)
Appropriations
Less: Transfer to reserve fund u/s 45-IC (1) of the RBI Act, 1934	(24.98)	(182.81)
Less: Dividend paid on Equity Shares	-	-
Less: Other Appropriation	-	-
Retained earnings at the end of the year	(889.24)	(978.28)
Earnings per share (Face value of ''10/-)
- Basic ('')	0.39	3.45
- Diluted ('')	0.39	3.4

Indian accounting standards (ind-as)

The financial statements for the financial year ended 31st March
2025, forming part of this Annual Report, have been prepared in
accordance with the provisions of Companies (Indian Accounting
Standard) Rules, 2015 (‘Ind AS'') in terms of Section 133 of the
Companies Act, 2013 (‘the Act'') and other relevant provisions of
the Master Direction-Reserve Bank of India (Non-Banking Financial
Company - Scale Based Regulations) Directions, 2023 (‘RBI Scale
Based Regulations''), as amended from time to time.

performance highlights of FY 2025

The total income for the financial year under review stood at
''19,922.69 lakhs, reflecting a robust growth of 55.69% compared
to ''12,796.39 lakhs in the previous year.

The Assets Under Management (AUM) of the Company stood at
''927 Crore as on March 3 1, 2025, as compared to ''730 Crore
representing growth of 27% as compared to March 31,2024. The

Company net profit declined to ''1.25 Crore in FY''25 from ''9.14
Crore in FY''24 due to increase in credit cost in current financial year.

During the year under review, the Company has disbursed loans
of ''595 Crore as against ''665 Crore during the previous year. The
Company expanded its operations to 163 branches across 12 states
as of March'' 25 compared to 100 branches in 8 states in last year.
Geographic and product diversification further improved during
the financial year with entry into the states of Andhra Pradesh,
Karnataka, Telangana, and Tamil Nadu, and an increased share of
secured lending which grew from 24% of AUM at FY''24-end to
42% at FY''25-end.

fund raised during 2024-25

During the financial year, the Company significantly strengthened
and diversified its funding base by onboarding 9 new lenders this
year, bringing the total to 33 as of March 31,2025. These additions
include prominent banks and NBFCs such as RBL Bank, Nabkisan
Finance Limited, Suryoday Small Finance Bank, Indian Overseas

Bank, Poonawalla Fincorp, Shriram Finance, Bajaj Finance Limited,
AK Capital, and inCred, This expanded lender network, coupled
with resource mobilization through securitization transactions and
the issuance of Non-Convertible Debentures (NCDs), enabled
the Company to enhance funding diversity and reduce its overall
borrowing costs.The cost of incremental borrowing stood at 12.3%
during FY25, indicating improved funding efficiency.

As on March 31,2025, the Company is backed by a strong network
of 33 lenders, including 12 leading banks, underscoring its growing
credibility and trust within the financial ecosystem.

in FY25, the Company raised a total of ''494 crore (including NCDs),
in line with its business growth trajectory. Out of this, ''185 crore
was mobilized through the issue and allotment of NCDs during
the year,

The continued support from existing lenders and the onboarding
of new partners reaffirm the lenders'' confidence in the Company''s
Management''s capability to deliver sustained performance,

non-convertible debentures

During the financial year ended March 31, 2025, the Company
successfully raised ''185 crore through the issuance and allotment
of Non-Convertible Debentures (NCDs) by private placement. The
Company ensured full compliance with the applicable provisions
of the RBI Master Directions and SEBI (Issue and Listing of Non¬
Convertible Securities) Regulations, 2021 governing such issuances,

The Company has consistently met its financial obligations by paying
interest and redeeming principal amounts on Non-Convertible
Debentures (NCDs) as per the respective term sheets, without
any delays or defaults, in accordance with the Ministry of Corporate
Affairs (MCA) Notification dated August 16, 2019, the Company
is not required to maintain a Debenture Redemption Reserve for
privately placed NCDs.

The Company maintains sufficient liquidity buffer to fulfil its
obligations arising out of issue of debentures, The Company being
an NBFC, is exempt from transferring any amount to debenture
redemption reserve in respect of privately placed or public issue
of debentures, as per the provisions of the Companies Act, 2013
and relevant rules framed thereunder, in respect of secured
listed non-convertible debt securities, the Company maintains
100% security cover or higher security cover as per the terms
of information Memorandum, General information Document
(“GID”), Key information Document (“KID”), as the case may be
and/or Debenture Trust Deed, sufficient to discharge the liability
towards principal amount and interest thereon,

capital adequacy

As of March 31,2025, the Company reported a Capital Adequacy
Ratio (CAR) of 29.25%, significantly exceeding the Reserve Bank of
India''s minimum regulatory requirement of 15%. This reflects the
Company''s strong capital position and prudent financial management.

dividend

in line with its strategy to preserve resources and strengthen its
financial position, the Board of Directors did not recommend any
dividend for the financial year under review.

transfer of unclaimed dividend and
shares to investor education and
protection fund

Since no dividend has been declared over the past seven years,
including the year under review, there is no requirement to transfer
any amount to the IEPF for the current financial year.

appropriations

As required u/s 45-IC (1) of Reserve Bank of India (‘RBI'') Act, 1934,
non-banking financial companies (‘NBFCs'') are required to transfer
a sum not less than 20% of its net profit every year to reserve fund
before declaration of any dividend, Accordingly, the Company has
transferred a sum of ''24.98 lakhs to its reserve fund.

share capital

The Authorised Share Capital of your Company stood at
''40,00,00,000/- (Rupees Forty Crore Only) (4,00,00,000 equity
shares of ''10/- each) and the Issued, Subscribed and Paid-up Equity
Share Capital of the Company stood at ''32,65,09,000 (Rupees
Thirty-Two Crore Sixty-Five Lakh & Nine Thousand only) divided
into 3,26,50,900 Equity shares of ''10/- each as on March 31,2025.

During the year under review, the Company issued and allotted
equity shares through both preferential allotment and under its
Employee Stock Option Plan (ESOP).

The details of changes in the equity share capital during the year
are as follows;

- Allotment of Equity Shares under Employee Stock
Option Plan of the Company on May 03, 2024

The Company has issued and allotted 66,475 equity shares
under Employee Stock Option Plan of the Company, as a result
paid-up share capital of the Company has been increased from
''30,49,16,360 divided into 3,04,91,636 equity shares of '' 10/-
each to ''30,55,81,110 divided into 3,05,58,111 equity shares
of '' 10/- each.

- Funds raised through Preferential Issue on September
13, 2024:

The Company has issued and allotted 20,79,589 equity shares
as a result of which, the Paid-up share capital of the Company
increased from ''30,55,81,110 divided into 3,05,58,111 equity
shares of ''10/- each to ''32,63,77,000 divided into 3,26,37,700
equity shares of '' 10/- each.

- Allotment of Equity Shares under Employee Stock
Option Plan of the Company on January 30, 2025

The Company has issued and allotted 13,200 Equity Shares
under Employee Stock Option Plan of the Company as a
result paid-up share capital of the Company increased from
''32,63,77,000 divided into 3,26,37,700 equity shares of '' 10/-
each to ''32,65,09,000 divided into 3,26,50,900 equity shares
of '' 10/- each.

listing on stock exchange

The Equity Shares of the Company are listed on the BSE Limited.
The annual listing fee as applicable for the financial year 2024-25 has
been paid within the prescribed time to BSE, where the securities
of the Company are listed. Further, the Company has paid Annual
Listing Fee to the above Stock Exchange for the financial year 2025¬
26 in advance, as required under Listing Regulations.

Pursuant to the approval of the Board of Directors, the Company
has filed an application with the National Stock Exchange of
India Limited (NSE) for the listing of its equity shares. The listing
application is under process. The Company is actively engaged in
fulfilling the necessary regulatory and procedural requirements to
facilitate the approval.

change in the nature of business

There were no changes in the nature of Company’s business or
operations during the financial year under review.

regulatory compliances

Reserve Bank of India (“RBI”) notified Scale Based regulations
(“SBR ”) on 22nd October 2021. RBI has categorised MoneyBoxx
Finance Limited as NBFC-Base Layer as on March 31, 2025. The
Company has always endeavoured to maintain the highest standards
of compliance within the organisation and shall continue to do
so going ahead. The Company continues to comply with all the
applicable laws, regulations, guidelines etc. prescribed by the RBI,
from time to time.

The Board of Directors have framed various policies as applicable
to the Company under the said regulations. Further, the Board
periodically reviews the policies and approves amendments as and
when necessary.

state of company’s affairs

The state of the Company’s affairs has been duly presented in the
Management and Discussion Analysis Report forming part of the
Integrated Annual Report.

material changes and commitment, if
any affecting the financial position

No specific material changes and commitments affecting the financial
position of your Company have occurred between the end of the
financial year under review and the date of this Report.

corporate social responsibility

As per section 135 of the Companies Act, 2013, every company
having net worth of rupees five hundred crore or more, or turnover
of rupees one thousand crore or more or a net profit of rupees

five crore or more during the immediately preceding financial year
shall constitute a Corporate Social Responsibility Committee.With
respect to the same, the Company has duly constituted the CSR
Committee in FY 2025 comprising two Executive Directors and
one Independent Director.

Further, the details with respect to composition of the CSR
Committee, terms of reference of the committee and the details
of meetings attended by the Committee members are provided in
the ‘Corporate Governance Report’ that forms part of this Annual
Report. Further, during the year under review, the Company was
not required to spend any amount on the CSR activities as per
section 135 of the Companies Act, 2013.

The Company has detailed CSR policy in place which is available
on the website of the company at www.moneyboxxfinance.com

subsidiaries, associates and joint
venture

MONEYBOXX FOUNDATION

Moneyboxx Foundation, a wholly owned subsidiary of Moneyboxx
Finance Limited, was incorporated on May 25, 2023, under Section
8 of the Companies Act as a non-profit organization. It serves as the
dedicated implementation arm for the Company’s Corporate Social
Responsibility (CSR) initiatives. The formation of the Foundation
reflects the Company''s long-term commitment to structured and
impactful social development.

Whereas the Foundation is currently in the process of meeting
the necessary eligibility criteria as prescribed under applicable
laws and regulations, it is poised to play a pivotal role in planning,
managing, and monitoring CSR activities in alignment with the
Company’s values and statutory obligations.This will ensure greater
transparency, accountability, and effectiveness in delivering social
value. A report on the performance and financials of Moneyboxx
Foundation is provided in Form AOC-1, attached as Annexure A to
this Annual Report.

The financial statements of the subsidiary company are also available
in a downloadable format under the ‘Investor Relations’ section
on the Company’s website at https://moneyboxxfinance.com/files/
disclosures-under-regulation-46/1755867565.pdf.

The Company has no associates joint venture companies within
the meaning of Section 2(6) of the Companies Act, 2013 (“Act”).

credit rating

The credit rating of the securities/ instruments/ loans, credit
facilities and other borrowings of the Company as on March 31,
2025, was as follows:

Name of Credit Agency	Securities/lnstruments/Loans, Credit facilities and other Borrowings	Ratings
crisil	Non- Convertible Debentures	Crisil BBB/ Stable
	Bank loans	Crisil BBB/ Stable
India Ratings & Research Private Limited	Non- Convertible Debentures	Ind BBB/ Stable
	Bank loans	Ind BBB/ Stable
	Pass Through Certificates	IND A-(SO)/ Stable

directors and kmp

Changes during the year under review in the Directors and KMP Category:

As on March 31,2025, the Company has seven directors comprising three independent Directors, including one Woman Director in terms
of SEBI Listing Regulations, two non-executive directors and two Executive Directors with an optimum combination of Executive and Non¬
Executive Directors. The details are as follows:

S. No.	Name of Director	Designation
1.	Mr. Uma Shankar Paliwal (DIN-06907963)	independent Director
2.	Ms. Ratna Dharashree Vishwanathan (DIN-07278291)	Independent Director
3.	Mr. Shantanu Chandrakant Pendsey (DIN-10860833)*	independent Director
4.	Mr. Deepak Aggarwal (DIN-03140334)	Whole-time Director, Co-CEO & CFO (KMP)
5.	Mr. Mayur Modi (DIN-08021679)	Whole-time Director, Co-CEO & COO (KMP)
6.	Mr. Govind Gupta (DIN-00065603)	Non-Executive Director
7.	Mr. Atul Garg (DIN-07093376)	Non-Executive Director

*Mr. Shantanu Pendsey (DIN: 10860833) has been appointed as a Non-Executive, Independent Director on the Board of the Company for a tenure of three
years effective from December 20, 2024, as approved by the members of the Company by a Special Resolution passed by way of postal ballot dated 16^th
March 2025.

Pursuant to the provisions of Section 149 of the Act, the Independent
Directors have submitted declarations that each of them meets the
criteria of independence as provided in Section 149(6) and 149(7)
of the Act along with Rules framed thereunder and Regulation 16(1)
(b) of the SEBI Listing Regulations. There has been no change in the
circumstances affecting their status as independent.

During the year under review, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions with the
Company, other than receipt of sitting fees and reimbursement of
expenses, if any as per the terms of appointment.

Your Board wishes to place on record, its sincere appreciation for
the contributions made by these Directors on the Board and on
various Committees of the Board.

Directors of the Company:

In terms of section 150 of the Act read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules,
2014, Independent Directors of the Company have confirmed that
they have registered with the databank maintained by the Indian
institute of Corporate Affairs.

In terms of Rule 8(5) of Companies (Accounts) Rules, 2014, the
Board is of the opinion that independent directors are persons
of integrity, expertise, and proficiency to serve the Company as
independent directors strengthening the overall composition of
the Board.

Fit and Proper and Non-Disqualification Declaration by
Directors:

All the Directors of the Company have confirmed that they satisfy
the ‘fit and proper'' criteria as prescribed by RBI, and that they are
not disqualified from being appointed /continue as Director in terms
of Section 164(1) and (2) of the Act.

Director retiring by rotation:

In accordance with the requirements of section 152(6)(c) of the
Companies Act, 2013, Mr. Govind Gupta (DIN: 00065603), Director
retires by rotation from the Board of Directors and, being eligible,
offers himself for re-appointment. Brief resume and other details
of Mr. Govind Gupta, who is proposed to be re-appointed as a
Director of the Company have been furnished, with the explanatory
statement to the notice of the ensuing Annual General Meeting.

The Board recommends the re-appointment of Mr. Govind Gupta
(DIN: 00065603), as Director of the Company retiring by rotation.

Key Managerial Personnel:

The following persons were designated as the Key Managerial
Personnel (“KMP”) of your Company pursuant to Sections 2(51)
and 203 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014, as on 31st March 2025:

I.	Mr. Mayur Modi	Co-CEO, COO & Whole-time Director
2.	Mr. Deepak Aggarwal	Co-CEO, CFO & Whole-time Director
3.	Mr. Lalit Sharma	Company Secretary & Compliance Officer

During the period under review, Mr. Semant Juneja had resigned
from the position of Company Secretary & Compliance Officer
designated as KMP of the company, effective from November 30,
2024 due to personal reason and pursuant to the provision of
Section 203 read with applicable rules and Regulation 6 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015
(“Listing Regulations”) and applicable provisions of Reserve Bank
of India, on the recommendation of Nomination & Remuneration
Committee, Mr, Lalit Sharma was appointed as Company Secretary
& Compliance Officer designated as KMP of the Company effective
from December 02, 2024.

meetings of the board

The Board of Directors plays an active role in shaping the Company’s
strategic direction by formulating key business and operational
policies, and by deliberating on matters related to strategy, financial
and investment performance, and key business risks. Board meetings
are conducted in accordance with well-defined procedures and
governance standards. All meetings of the Board and its Committees
were held in full compliance with the regulatory requirements
prescribed under applicable laws and regulations.

The members of the Board have access to all information about the
company. As and when required, members of Senior Management
team are invited to attend the Board and Committee meetings to
provide additional input on the subjects being discussed.

The Board of Directors of the Company met six times during
the financial year 2024-25. The meeting details are provided in
the ‘Corporate Governance Report'' that forms part of this
Annual Report.

Meetings of Independent Directors

The Independent Directors met once during the year under
review, on March 28, 2025. The meeting was conducted without
presence of the Whole-time Director(s), the Non-Executive Non¬
Independent Directors or Chief Financial Officer to enable the
Independent Directors to discuss matters pertaining to, inter-alia,
review of performance of Non-Independent Directors and the
Board as a whole, review the performance of the Chairman of the
Board Meetings, assess the quality, quantity and timeliness of flow
of information between the Company management & the Board
and its Committees and free flow discussion on any matter that
is necessary for the Board to effectively and reasonably perform
their duties.

Familiarization Program for Independent Directors

The Independent Directors are regularly informed during meetings
of the Board and Committees on the business strategy, industry
updates and regulatory matters, business, financial matters and
management strategy, policies and code of conduct, responsibilities
that they are appointed thereon and propose corrective measures
as and when required.The familiarization program is available on the
website of the Company at www.moneyboxxfinance.com

statutory committees of the board

In Compliance with the Statutory requirement(s), the Board has the
following Committee(s):

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

4. Corporate Social Responsibility (CSR) Committee

5. Risk Management Committee

6. Asset Liability Management Committee

The composition and terms of reference of the committees of
the Board of the Company is in line with the provisions of the
Companies Act 2013, the SEBI Listing Regulations and the RBI Master
Directions. Details of the composition of all the committees of the
Board, along with their terms of reference, number of meetings held
during financial year 2024-25 and attendance of the members there
at, are given at length in the Corporate Governance Report which
forms part of this Report.

directors responsibility statement

Pursuant to the provisions of Section I34(3)(c) and Section 134(5)
of the Act the Directors hereby confirm that:

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

ii) 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 financial
year and of the profit & loss of the Company for that period;

iii) proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of
the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and
other irregularities;

iv) the annual accounts have been prepared on a going
concern basis;

v) internal financial controls are followed by the Company and
that such internal financial controls are adequate and are
operating effectively; and

vi) proper systems have been devised to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and are operating effectively.

policy on directors’ appointment and
remuneration

In compliance with the provision of section 178 of the Companies
Act, 2013, the Board has on the recommendation of the Nomination
& Remuneration Committee of the Company, framed a policy for
selection and appointment of Directors, Key Managerial Personnel,
Senior Management, and their remuneration.

The policy of the Company on director''s appointment and
remuneration, including the criteria for determining qualifications,
positive attributes, independence of a director and other matters, as
required under sub-section (3) of section 178 of the Companies Act,
2013 is available on our website at www.moneyboxxfinance.com

Your Company also affirms that the remuneration paid to the
directors is as per the terms laid out in the Nomination and
Remuneration Policy of the Company.

audit committee

As on March 31, 2025, the Audit Committee of the Company
comprises of the following Directors: Mr. Uma Shankar Paliwal,
Independent director (Chairperson), Ms. Ratna Dharashree
Vishwanathan Independent Director, (Member) and Mr. Govind
Gupta, Non-executive Director, (Member).

All the members of the Committee are Non-Executive Directors
and possess strong accounting and financial management knowledge.
The Company Secretary of the Company is the Secretary of
the Committee.

All the recommendations of the Audit Committee were duly
accepted by the Board in the financial year.

The brief terms of reference, number of meetings and attendance
record of members for FY25 are given in the Corporate
Governance Report.

annual evaluation of board’s
performance

Pursuant to the applicable provisions of the Companies Act, 2013
and the SEBI Listing Regulations, the Board has carried out an
annual evaluation of its own performance, the Board committees
and individual director. The evaluation was based on the criteria and
questionnaire framed by the Company. The questionnaires were
circulated online and feedback received from the directors was
discussed and reviewed by the Independent Directors, members

of the Nomination and remuneration Committee (“NRC”) at their
respective meetings.

The performance evaluation of individual directors including the
chairperson of the meetings, inter alia, was done based on the criteria
such as professional conduct, roles and functions, discharge of
duties, their contribution to Board/committees/senior management,
preparedness on the issues to be discussed, contribution to the
decision making, etc.The evaluation process endorsed confidence in
the ethical standards of the Company, the cohesiveness that exists
amongst them, the two-way candid communication between the
Board and the management and the openness of the management
in sharing strategic information to enable the Board members to
discharge their responsibilities effectively.

The Directors expressed their satisfaction with the evaluation
process. Further, the evaluation process confirms that the Board and
its Committees continue to operate effectively and the performance
of the Directors is satisfactory.

employee stock option plan

Employee Stock Options have been recognized as an effective
instrument to attract talent and align the interest of employees
with that of the Company, thereby providing an opportunity to the
employees to share in the growth of the Company and to create
long-term wealth in the hands of employees.

Pursuant to this, the Company has formulated ‘’MFL Employee
Stock Option Plan 2021” approved by Shareholders in an
Extra Ordinary General Meeting held on December 27, 2021, in
compliance with Securities and Exchange Board of India (Share
Based Employee Benefits) Regulations, 2021. Further, the scheme
was amended on September 25, 2024 by members, where in the
ESOP Pool was increased to 15,00,000 options from the previously
approved 10,00,000 options. The eligibility of employees to receive
grants under the Plan has to be decided by the Nomination
and Remuneration Committee (NRC) from time to time upon
recommendation of Management of the Company. Vesting of the
options shall take place in the manner determined by NRC at the
time of grant provided the vesting period in line with the MFL
Employee Stock Option Plan 2021.

Vesting of options shall be subject to the condition that the Grantee
shall be in continuous employment with the Company and such
other conditions as provided under the MFL Employee Stock
Option Plan 2021. The exercise price of each grant is determined
by NRC at the time of grant. Presently, stock options have been
granted under the MFL Employee Stock Option Plan 2021.

Pursuant to Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2013, following are the details of grant under the MFL Employee
Stock Option Plan 2021 as on March 31,2025:

S.no.	1	2	3	4	5
Date of grant	l-Mar-22	l0-Aug-22	l0-Aug-22	9-Feb-24	9-Feb-24
Options granted	3,25,400	90,700	1,40,000	4,49,600	42,000
Options vested	1,99,925	31,675	1,40,000	89,975	21,000
Options exercised	1,39,375	28,575	0	0	0
Vesting Period	4 years	4 years	2 years	4 years	2 years

S.no,		1	2	3	4	5
Total number of shares arising as a		1,39,375	28,575	0	0	0
result of exercise of options
Options lapsed as on March 31,2025		67,625	38,225	0	93,300	0
Exercise Price		''95	'' 115	'' 115	''172	''172
Variation of terms of options		N.A.	N.A.	N.A.	N.A.	N.A.
Money realized by exercise of		''1,32,40,625	''3286125	Nil	Nil	Nil
options
Total no. of options in force		1,18,400	23,900 1,40,000		3,56,300	42,000
Employees wise details of options	(i)	KMP: Mr. Semant Juneja*:	10,000 options.
granted to:	(ii)	Any other employee who received options amounting to 5% or more			(during FY 25): Nil
	(iii) Identified employees who		were granted options equal to	or exceeding	one percent of issued	capital: N.A.

*Mr. Semant Juneja resigned from the position of Company Secretary (KMP) w.e.f. November 30, 2024, due to personal reasons.

Further, the Disclosures as required under Regulation 14 of SEBI
(Share Based Employee Benefits) Regulations, 2014 has been hosted
on the Company’s website at the link: www.moneyboxxfinance.com.

secretarial standards

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 on Board meetings
and General Meetings and that such systems are adequate and
operating effectively.

deposits

The Company being a Base layer Non-Banking Financial Company
has neither invited nor accepted any public deposits during the
financial year ended March 31,2025, and shall not accept any public
deposits during the financial year 2025-26 without the prior written
approval of the Reserve Bank of India (“RBI”).

As per the requisite provisions of the Master Direction - Non¬
Banking Financial Companies Acceptance of Public Deposits
(Reserve Bank) Directions, 2016 issued by RBI, a resolution in this
regard was passed by the Board on April 28, 2025.

management discussion and analysis
report

The Management Discussion and Analysis ("MDA") Report gives
details of the overall industry structure, developments, performance
and state of affairs of the Company''s business and other material
developments during the Financial Year. The MDA report forms an
integral part of this Annual Report.

particular of employees

Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are provided in the prescribed
format and annexed herewith as “Annexure-B” to this Report.

Details of top ten employees in terms of the remuneration and
employees in receipt of remuneration as prescribed under rule 5(2)
of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, containing details prescribed under rule
5(3) of the said Rules, which form part of this Report, will be made
available for inspection at the time of AGM or on the request of
such shareholder, as per provisions of section 136(1) of the Act.

human resources

Employees form the cornerstone of any successful organization,
and at Moneyboxx, the Human Resources (HR) function plays a
pivotal role in fostering a positive work culture, enhancing employee
engagement, and driving productivity. The HR team leads initiatives
focused on organizational development, employee well-being, and
personal growth.

At Moneyboxx, the HR department actively cultivates a culture
rooted in integrity, honesty, and continuous learning, while upholding
the principles of equality and zero tolerance for harassment. The
Company is committed to providing a respectful, inclusive, and
secure work environment, offering employees meaningful career
opportunities rather than just jobs-built on trust, transparency, and
mutual respect.

We believe that a sense of purpose, connection with leadership, and
belonging are essential to creating meaning at work. In line with this
philosophy, the Company facilitated interactive sessions during the
year to strengthen employee engagement and share insights into
the Company’s long-term vision and growth journey, aligning it with
individual career development.

corporate governance

A separate section titled ‘Corporate Governance Report'' has been
included in this Annual Report pursuant to SEBI Listing Regulations,
along with this, the certificate from the Secretarial Auditors of the
Company confirming the compliance with regulations of corporate
governance under the SEBI Listing Regulations is annexed to
the Report.

vigil mechanism / whistle blower policy

The Company has in place aVigil Mechanism (Whistle Blower Policy)
for directors and employees to report genuine concerns.The Policy
provides for adequate safeguards against victimization of directors
or employees or any other person who avails the mechanism.

The Whistle Blower Policy provides employees and other
stakeholders a platform to communicate instances of fraud/
misconducts that they have come across. in terms of the Policy,
any person including employees, customers and vendors may
report malpractice, actual or suspected fraud, violations of the
company''s code of conduct or any other act with an intention of
unethical personal gain that may cause damage to the company or
its employee.

internal financial control systems
and their adequacy

The Company has established adequate internal financial controls
with reference to its financial statements, ensuring accuracy,
reliability, and compliance with applicable accounting standards and
regulatory requirements.

The controls comprise of policies and procedures for ensuring
orderly and efficient conduct of the Company''s business, including
adherence to its policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness
of the accounting records and the timely preparation of reliable
financial information.

Based on the framework of internal financial controls and
compliance systems established and maintained by the Company,
work performed by the internal, statutory, and secretarial auditors
and external consultants and the reviews performed by management
and the relevant board committees, including the audit committee.

The Board is of the opinion that the Company''s internal financial
controls are adequate and effective during the financial year 2024-25.

audit and auditors

a) Statutory Auditor

The shareholders of the Company in the 30th Annual General
Meeting (“AGM”), approved the re-appointment of M/s. Gaur
& Associates, Chartered Accountants (Firm Registration
No. 005354C), as the Statutory Auditors, for a period of
five (5) years i.e., from the conclusion of the 30th AGM till
the conclusion of 35th AGM of the Company. M/s. Gaur &
Associates, Chartered Accountants, Statutory Auditors of the
Company, have conducted the statutory audit for the financial
year 2024-25.

During the year under review, the Statutory Auditors did not
have any matter requiring reporting under Section 143 (12) of
the Act. Therefore, there is no reporting disclosure required
under Section 134 (3) of the Act.

The Statutory Auditors Report does not contain any
qualifications, observations or adverse comments.

The Satutory Auditors have confirmed that they continue
to satisfy the eligibility norms and independence criteria as
prescribed by Companies Act, 2013.

b) Secretarial Auditor

M/s Shashank Pashine & Associates, Practising Company
Secretaries, having Membership No. F11665 and CP. No.
21229 was appointed as the Secretarial Auditor for conducting
the Secretarial Audit of the Company for the Financial Year
2024-25 in accordance with the provisions of Section 204 of
the Act read with the Rules framed thereunder. Pursuant to
the provisions of Section 204 (1) of the Act, the Secretarial
Audit Report for the Financial Year 2024-25 issued by M/s
Shashank Pashine & Associates is annexed to this report as
“Annexure-C” and forms an integral part of this Report.

The Secretarial Audit Report for the year 2024-25 is
unmodified, does not contain any qualification, reservation or
adverse remark or disclaimer by the Secretarial Auditor.

Pursuant to the amended Regulation 24A of the Listing
Regulations, shareholders'' approval is required for appointment
of Secretarial Auditors Accordingly, the Board of Directors at
its meeting held on August 18, 2025, subject to approval of
members at the ensuing 31st AGM, approved the appointment
of M/s. Shashank Pashine & Associates, Practising Company
Secretaries (Firm Registration No. S2018DE639400), for a first
term of 5 (five) consecutive years beginning from Financial
Year 2025-26 i.e. from the 31st AGM till the conclusion of the
36th AGM.

c) Cost Audit

The provisions of section 148 read with the Cost Audit Rules
and Cost Audit is not applicable to the Company. Company
is not required to maintain cost records as per sub-section
(1) of Section 148 of the Act & Rule 5(ix) of the Companies
(Accounts) Rules, 2014.

d) internal Audit

The Company has established adequate internal audit
mechanism established to ensure effective monitoring and
evaluation of internal controls. The internal Audit function
operating independently under the oversight of the Audit
Committee of the Board, gives objective assurance to the Board
on Company''s internal control processes, risk management
and governance systems and processes. The internal Audit
function is adequately staffed with skilled personnel.

annual return

In accordance with the requirements under Section 92(3) and
Section 134(3)(a) of the Companies Act, 2013 and the applicable
rules, the Annual Return as on March 31, 2025 is available on the
website of the Company at www.moneyboxxfinance.com.

particulars of loans, guarantees and
investments

The loans made, guarantee given, or security provided in the
ordinary course of business by a NBFC registered with the Reserve
Bank of India are exempt from the applicability of the provisions

of Section 186 of the Act. Accordingly, the particulars of loans and
guarantees have not been disclosed In this Report.

related party transactions

Pursuant to section 177 of the Companies Act, 2013 and regulation
23 of SEBI Listing Regulations, all Related Party Transactions were
placed before the Audit Committee during the year under review
and these transactions were reviewed by the Committee. Details of
transactions with related parties during the year under review are
provided in the notes on the financial statements. All related party
transactions during the year were conducted at arms'' length and
were in the ordinary course of business.

None of the transactions with related parties fall under the scope
of Section 188(1) of the Act. Accordingly, the disclosure of related
party transactions as required under Section 134(3)(h) of the Act
in Form AOC-2 is not applicable to the Company for the financial
year 2024-25 and hence does not form part of this Report. There
has been no material related party transactions In the Company for
the financial year 2024-25.

Further, the Directors draw attention of the members to note no.
37 of the Notes to the Financial Statements which set out related
party transactions.

The Policy on Related Party Transactions as approved by the Board
Is uploaded on the Company''s website and can be accessed at www.
moneyboxxfinance.com

conservation of energy, technology
absorption and foreign exchange
earnings/ outgo

Information relating to Conservation of Energy and
Technology Absorption

As the Company is engaged in the financial services activities, its
operations are not energy intensive nor does it require adoption
of specific technology and hence information in terms of Section
134(3)(m) of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 is not applicable to the Company.

The Company Is vigilant on the need for conservation of energy and
has taken adequate measures for conservation of energy and usage
of alternative sources of energy, wherever required. The Company
has been In the forefront In Implementing latest Information
technology and tools towards enhancing stakeholders'' convenience.

Foreign exchange earnings and Outgo

The Company did not enter Into any foreign currency transactions
In the current year and previous year.

risk management

Risk management Is a critical component of the Company''s
operations, especially given Its role as a lending Institution
exposed to various financial and operational risks. The Company
has implemented a comprehensive risk management framework

that operates across multiple levels, ensuring that all risks are
identified, assessed, and mitigated through structured analysis and
informed decision-making. This framework is supported by regular
monitoring, internal controls, self-assessments, and tracking of key
risk indicators.

In accordance with the RBI''s Master Direction - Non-Banking
Financial Company - Scale Based Regulation, 2023, the Company
has constituted a Board-level Risk Management Committee. This
Committee, along with the Asset Liability Committee, oversees
the identification and management of risks that may potentially
impact the Company''s sustainability and performance. The Board
periodically reviews and updates risk-related policies to ensure
alignment with evolving regulatory expectations and business needs.

reporting of frauds by auditors

During the year under review, none of the auditors (Statutory,
Secretarial and Internal auditor) have reported to the Audit
Committee or the Board, under Section 143 (12) of the Act, any
instances of fraud committed against the Company by its officers
or employees, the details of which would need to be mentioned In
the Board''s Report.

Further, RBI vide Master Directions on Fraud Risk Management in
Non-Banking Financial Companies (NBFCs) dated 15 July 2024, has
amended the fraud monitoring framework for NBFCs. In terms of
the same, the Company has constituted a Committee of Executive
(CoE) with three members including one Whole-time director for
Monitoring and follow up of cases of fraud” (hereinafter referred
as ‘FMC'').

The Committee, Inter alia, will oversee the effectiveness of fraud risk
management and review and monitor cases of frauds, Including root
cause analysis and suggest mitigating measures for strengthening the
Internal controls, risk management framework and minimising the
Incidence of fraud.

business responsibility and
sustainability reporting

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the requirement to
include a Business Responsibility and Sustainability Report (BRSR)
as part of the Annual Report applies only to the top 1,000 listed
entities based on market capitalization.

As per the applicable criteria, BRSR reporting is not applicable to
your Company for the financial year 2024-25.

However, In alignment with the spirit of responsible business practices,
your Company has voluntarily undertaken and documented various
initiatives across key environmental, social, and governance (ESG)
parameters. These efforts reflect our commitment to sustainability,
ethical governance, and stakeholder well-being, even though formal
BRSR reporting is not mandated.

information technology, governance
and cyber security

The Reserve Bank of India (RBI) has issued the Master Direction on
information Technology Governance, Risk, Controls and Assurance
Practices, effective from April 1, 2024, applicable to specific categories
of regulated entities including Scheduled Commercial Banks
(excluding Regional Rural Banks), Small Finance Banks, Payments
Banks, and Non-Banking Financial Companies (NBFCs) falling under
the Top, Upper, and Middle Layers as per the Scale-Based Regulation
(SBR) framework.

As of now, this Direction is not applicable to our Company, since
we do not fall under the specified categories of regulated entities.

However, in line with our commitment to sound governance
and proactive risk management, the Company has voluntarily
initiated steps to strengthen its internal IT governance and
control frameworks. These initiatives are aimed at aligning with
the broader principles outlined in the RBI''s Direction, thereby
enhancing our operational resilience and preparedness for future
regulatory developments.

statement of deviations or variations

There has been no deviation in the utilization of issue proceeds
raised through private placement basis, from the objects stated
in the Offer document/Explanatory Statement annexed with the
Notice for the year ended March 31,2025.

details of significant and material
orders passed by the regulators or
courts

There are no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status
and company''s operations in future. The Details on penalties, fines,
strictures levied during the last three Financial years are provided
in the Corporate Governance Report.

disclosures under the insolvency and
bankruptcy code, 2016

No application has been made nor is any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 during the year under
review. The Company has not entered into one-time settlement for
any loans availed from the Banks or Financial Institutions.

disclosure under sexual harassment
of women at workplace (prevention,
prohibition and redressal) act, 2013

Your Company is committed to providing a safe and conducive work
environment to all its employees and associates. The Company has
duly adopted a policy on prevention, prohibition and redressal of
Sexual harassment at workplace and has reconstituted an internal
Complaints Committee in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules made there under at the Board
meeting held on May 28, 2025.

Disclosure in relation to Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013:

a.	Number of complaints of sexual harassment received in the year ended 31st March 2025:	NIL
b.	Number of complaints disposed off during the year:	NIL
c.	Number of cases pending for more than 90 days:	NIL
d.	Number of complaints pending at the end of the financial year:	NIL

The Policy formulated by the company for prevention of sexual
harassment is available on the website of the company at www.
moneyboxxfinance.com.

compliance with the maternity benefit
act, 1961

The Company has complied with the provisions of the Maternity
Benefit Act, 1961, including all applicable amendments and rules
framed thereunder. The Company is committed to ensuring a safe
inclusive, and supportive workplace for women employees. All
eligible women employees are provided with maternity benefits
as prescribed under the Maternity Benefit Act, 1961, including paid
maternity leave, nursing breaks, and protection from dismissal during
maternity leave.

The Company also committed no discrimination is made in
recruitment or service conditions on the grounds of maternity
Necessary internal systems and HR policies are in place to uphold
the spirit and letter of the legislation.

gender-wise composition of employees

In alignment with the principles of diversity, equity, and inclusion
(DEI), the Company discloses below the gender composition of its
workforce as on March 31,2025.

Female Employees : 5.94% as compared to 04.46 in the FY 23-24 Male Employees : 94.06% as compared to 95.475 in the FY 23-24 Transgender : Nil Employees

This disclosure reinforces the Company''s efforts to promote an
inclusive workplace culture and equal opportunity for all individuals,
regardless of gender.

recovery expense fund

The Company has also created and maintained recovery expense
fund in terms of Regulation II of the SEBI (Issue and Listing of Non¬
Convertible Securities) Regulations, 2021 with respect to the NCDs
issued by it.

general

Your directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions/ events
on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend,
voting or otherwise.

2. Issue of Shares (including Sweat Equity Shares) to employees
of the Company under any Scheme save and except Employees
Stock Option Schemes (ESOS).

3. Voting rights which are not directly exercised by the employees
in respect of shares for the subscription/ purchase of which
loan was given by the Company.

4. The Company has not made any one-time settlement for loans
taken from the Banks or Financial Institutions, and hence the
details of difference between amount of the valuation done at
the time of one time settlement and the valuation done while
taking loans from the Banks or Financial Institutions along with
the reasons thereof is not applicable.

5. There was no revision of financial statements and Board''s
Report on the Company during the period under review.

6. There were no buyback of the equity shares during the year
under review.

7. There was no variation of utilisation of proceeds, if any, as per
Regulation 32 (4) of SEBI Listing Regulations.

8. There was no suspension of trading of securities of the
Company on account of corporate action or otherwise.

acknowledgement

The Directors express their sincere gratitude to the Reserve
Bank of India, Securities and Exchange Board of India, BSE Limited,
Ministry of Finance, Ministry of Corporate Affairs, Registrar of
Companies, other government and regulatory authorities, lenders,
financial institutions, and the Company''s bankers for the ongoing
support extended by them.The Directors also place on record their
sincere appreciation for the continued support extended by the
Company’s stakeholders and trust reposed by them in the Company.
The Directors sincerely appreciate the commitment displayed by
the employees of all levels, resulting in successful performance
during the year.

For and on behalf of the Board
Moneyboxx Finance Limited

Mayur Modi Deepak Aggarwal

Co-CEO & Whole time Director Co-CEO, CFO & Whole time Director

DIN: 08021679 DIN: 03140334

Date: August 18, 2025
Place: Gurugram

---

Mar 31, 2024

Your directors take pleasure in presenting the 30^th Annual Report on the business and operations of your Company along with the Audited Financial Statements for the year ended March 31,2024.

Financial and Operational Highlights:

The financial performance of your Company for the year ended March 31,2024, are summarised as below: -

(Figures in '' Lakhs)

PARTICULARS	Current Financial Year(2023-24)	Previous Financial Year (2022-23)
Revenue from Operations	12,769.36	5,041.08
Other Income	27.03	2.95
Profit/loss before Depreciation, Finance Costs, Comprehensive items and Tax Expense	5,671.78	1,346.51
Less: Depreciation, amortization and impairment	334.57	173.08
Profit/Loss before Finance Costs, Comprehensive items, and Tax Expense	5,337.21	1,173.43
Less: Finance Cost	4,281.36	2,167.64
Profit/Loss before Comprehensive items and Tax Expense	1,055.85	(994.21)
Less: Tax Expense (Current & Deferred)	141.78	(313.84)
Profit/loss for the year (1)	914.07	(680.37)
Add/(less): Comprehensive items	(17.59)	11.09
Total Comprehensive Income for the year	896.48	(669.28)
Retained earnings as at the beginning of the year	(1,691.95)	(1,022.67)
Retained earnings before appropriations	(795.47)	(1,691.95)
Appropriations
Less: Transfer to reserve fund u/s 45-IC (1) of the RBI Act, 1934	(182.81)	-
Less: Dividend paid on Equity Shares	-	-
Less: Other Appropriation	-	-
Retained earnings as at the end of the year	(978.28)	(1,691.95)
Earnings per share (Face value of ''10)
- Basic ('')	3.45	(2.94)
- Diluted ('')	3.40	(2.94)

Indian Accounting Standards (IND-AS)

Financial Statements of your Company for the financial year ended March 31,2024, are prepared in accordance with Indian Accounting Standards (IND-AS), as notified under Section 133 of the Companies Act, 2013 (‘the Act'') read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

Company’s Performance in Financial Year Under Review

The Total Income for the year under review is ''12,796.39 Lakhs (Previous Year: ''5,044.03 lakhs) registering a growth of 153.69% over the previous year.

The Assets under Management (AUM) of the Company stood at ''730 Crore as on March 3 1, 2024 as compared to ''344 Crore in the previous year representing growth of 112% as compared to March 31,2023. The Company showed a strong turnaround in profitability with PAT of ''9.14 Crore in FY24 compared to a net

loss of ''6.80 Crore in FY23 which has been driven by rising scale & improved productivity.

During the year under review, the Company has disbursed loans of ''665 Crore as against ''341 Crore during the previous year, which shows a tremendous growth of 95% as compared to FY23. The Company expanded its operations to 100 branches across 8 states as of Mar''24 compared to 61 branches in 6 states in last year. Geographic and product diversification further improved during the financial year with entry into the states of Gujarat and Bihar, and an increased share of secured lending which grew from 5% of AUM at FY23-end to 24% at FY24-end.

With the launch of the Sikka App in FY24, digital has become a powerful ally in our pursuit of financial inclusion. The Sikka app stands as a digital financial ecosystem crafted to uplift small and medium businesses, fostering growth and wealth creation. Leveraging technology as a key enabler, we are poised to expand

our reach, deepen our impact, and realise our vision of a more inclusive financial landscape.

Fund Raised During 2023-24:

Your Company has diversified its funding sources by adding 8 new lenders in FY24, taking the total lender count to 32 as of March 2024. New lenders in FY24 included reputed names -HDFC Bank Limited, Federal Bank Ltd, Cholamandalam Investment and Finance Company Limited, Protium Finance Limited, Kotak Mahindra Bank, Fincare Small Finance Bank Ltd., SBM Bank (India) Limited, Kisetsu Saison Finance (India) Private Limited. With the addition of leading banks and NBFCs, and issue of debt via securitization and NCD issuance, the Company has diversified its funding sources and reduced its cost of borrowings (cost of incremental borrowing stood at 13.0% during H2 FY24). The Company is supported by 32 lenders as of date, including 10 leading banks.

Total debt raise was ''376 Crore (including non-Convertible debentures and PTC) in FY24 which is in line with business growth. During the year under review, the Company has raised ''77 Crore by issue and allotment of Non-convertible Debentures.

Continued support from the existing lenders and the addition of new lenders demonstrates the confidence of the lenders in the Company''s credit processes, asset quality, collection efficiency and the management team.

Dividend

During the year under review, no dividend was recommended by the Board of Directors with a view to conserve the resources of the Company.

Transfer to Reserves

Your directors have not recommended transfer of any amount to reserves for the year ended March 31,2024.

The Company maintains sufficient liquidity buffer to fulfil its obligations arising out of issue of debentures. The Company being an NBFC, is exempt from transferring any amount to debenture redemption reserve in respect of privately placed or public issue of debentures, as per the provisions of section 71 of the Companies Act, 2013 read with Rule 18 of the Companies (Share Capital and Debentures) Rules, 2014. In respect of secured listed nonconvertible debt securities, the Company maintains 100% security cover or higher security cover as per the terms of Information Memorandum, General Information Document (“GID”), Key Information Document (“KID”), as the case may be and/or Debenture Trust Deed, sufficient to discharge the liability towards principal amount and interest thereon.

Share Capital

Pursuant to the resolution passed in the Extra Ordinary General Meeting by the members of the Company, the Authorised Equity Share Capital of your Company stood at ''40,00,00,000 (4,00,00,000 equity shares of ''10 each) and the Issued, Subscribed and Paid-up Equity Share Capital of the Company stood at ''30,49,16,360

divided into 3,04,91,636 Equity shares of ''10 each as on March 31,2024.

During the period under review, the Company has raised equity share capital through issue of equity shares on Preferential basis, conversion of warrants.The details of change in equity share capital during the year are as follows:

- Conversion of Warrants on September 28, 2023:

The Company has allotted 6,00,000 equity shares at a face value of ''10 per share as a result of which, the Paid-up equity share capital of the Company increased from ''24,99,42,600 divided into 2,49,94,260 equity shares of ''10 each to ''25,59,42,600 divided into 2,55,94,260 equity shares of ''10 each.

- Funds raised through Preferential Issue on December 19, 2023: The Company has allotted 43,12,001 equity shares at a face value of ''10 per share as a result of which, the Paid-up share capital of the Company increased from ''25,59,42,600 divided into 2,55,94,260 equity shares of ''10 each to ''29,90,62,610 divided into 2,99,06,261 equity shares of ''10 each.

- Allotment of Equity Shares under Employee Stock Option Plan of the Company on February 26, 2024:

The Company has allotted 15,375 equity shares under Employee Stock Option Plan of the Company at a face value of ''10 per share as a result of which, the Paid-up share capital of the Company increased from ''29,90,62,610 divided into 2,99,06,261 equity shares of ''10 each to ''29,92,16,360 divided into 2,99,21,636 equity shares of ''10 each.

- Conversion of Warrants on March 28, 2024: The Company has allotted 5,70,000 equity shares at a face value of ''10 per share as a result of which the Paid-up share capital of the Company increased from ''29,92,16,360 consisting of 2,99,21,636 equity shares of face value of ''10 each to ''30,49,16,360 consisting of 3,04,91,636 equity shares of face value of ''10 each.

Listing on Stock Exchange

The Equity Shares of the Company are listed on the Main Platform of BSE Limited. The listing fee for the financial year 2023-24 has been paid by the Company within the due date as prescribed in this regard.

Change in the Nature Of Business

There has been no such change in the nature of business and operations of the Company during the year under review.

RBI Compliances

Reserve Bank of India (“RBI”) has notified Scale Based regulations (“SBR ”) on 22^nd October 2021.Your Company has been categorised as an NBFC-Base Layer. Your Company has always endeavored to maintain the highest standards of compliance within the organisation and shall continue to do so going ahead. The Company continues to comply with all the applicable laws, regulations, guidelines etc. prescribed by the RBI, from time to time.

The Board of Directors have framed various policies as applicable to the Company under the said regulations. Further, the Board periodically reviews the policies and approves amendments as and when necessary.

State of Company’s Affairs

The state of the Company’s affairs has been duly presented in the Management and Discussion Analysis Report forming part of the Integrated Annual Report.

Material Changes and Commitment, If Any Affecting the Financial Position of the Company, Having Occurred Since the End of The Year and till the Date of the Report

No specific material changes and commitments affecting the financial position of your Company have occurred between the

end of the financial year under review, i.e. March 31,2024 and the date of this Report.

Corporate Social Responsibility

The provisions of Section 135 of the Companies Act, 2013 in relation to Corporate Social Responsibility (CSR) were not applicable to the Company during the year under review. Therefore, such details on expenditure in CSR along with the policy are not required to be provided in this Report.

Highlights of Performance of Subsidiaries,Associates and Joint Venture Companies and Their Contribution to the Overall Performance of the Company

During the period under review, a wholly owned subsidiary in the name of “Moneyboxx Foundation” was incorporated. Brief details of the subsidiary are as follows:

S.No. Particulars		Details
1.	Name of the Subsidiary	Moneyboxx Foundation
2.	Date of Incorporation	25.05.2023
3.	Authorized Capital	''1,00,000
4.	Paid Up Capital	''1,00,000
5.	Main Object	Moneyboxx Foundation, is a Non-profit organisation and its main object inter-alia is to carry out the CSR activities.

Apart from the one Wholly owned Subsidiary Company mentioned above, there are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”).

During the year under review, Moneyboxx Capital Private Limited has ceased to be the Holding Company of Moneyboxx Finance Limited with effect from December 19, 2023.

Credit Rating

The credit rating of the securities/ instruments/ loans, credit facilities and other borrowings of the Company as on March 31, 2024, were as follows:

Name of Credit Agency	Securities/Instruments/Loans, Credit facilities and other Borrowings	Ratings
India Ratings & Research Private Limited	Non- Convertible Debentures	IND BBB-/Positive
	Bank loans	IND BBB-/Positive
	Pass Through Certificates	IND A-(SO)/Stable

Directors and KMP

Changes during the year under review under the Directors and KMP Category:

As on March 31,2024, the Company has Six Directors with an optimum combination of Executive and Non-Executive Directors including one Woman Independent Director. The details are as follows:

S. No.	Name of Director	Designation
1.	Mr. Uma Shankar Paliwal (DIN-06907963)	Chairman and Independent Director
2.	Ms. Ratna Dharashree Vishwanathan (DIN-07278291)	Independent Director
3.	Mr. Deepak Aggarwal (DIN-03140334)	Whole-time Director Co- Chief Executive Officer & Chief Financial Officer (KMP)
4.	Mr. Mayur Modi (DIN-08021679)	Whole-time Director Co- Chief Executive Officer (KMP)
5.	Mr. Govind Gupta (DIN-00065603)	Non-Executive Director
6.	Mr.Atul Garg (DIN-07093376)	Non-Executive Director

In accordance with the provisions of Section 197, 198 of the Companies Act, 2013 read with schedule V of the Companies Act, 2013 and the Articles of Association of the Company, the term of Mr. Mayur Modi as Co-CEO & Whole-time Director is about to end on December 31,2024. Hence, based on the recommendation of the Nomination and Remuneration Committee of the Board, the Board of Directors recommends the re-appointment of Mr. Mayur Modi for a term of 5 years in line with the applicable provisions of the Companies Act, 2013.

Brief resume and other details of Mr. Mayur Modi, who is proposed to be re-appointed as a Co-CEO & Whole-time Director of the Company have been furnished, in the explanatory statement to the notice of the ensuing Annual General Meeting. The same is put to vote in ensuing General Meeting.

During the period under review, Ms. Bhanu Priya tendered her resignation from the post of Company Secretary and Compliance Officer of the Company, effective from August 12, 2023, and pursuant to the provision of Section 203 read with applicable rules and Regulation 6 of SEBI Listing Regulations and applicable provisions of Reserve Bank of India, Mr. Semant Juneja, was appointed as Company Secretary and Compliance Officer of the Company effective from November 10, 2023.

Declaration by Independent Directors:

The Company has received declarations from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act\ along with rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations''), as amended.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered with the databank maintained by the Indian Institute of Corporate Affairs.

In terms of Rule 8(5) of Companies (Accounts) Rules, 2014, the Board is of the opinion that independent directors are persons of integrity, expertise, and proficiency to serve the Company as Independent Directors strengthening the overall composition of the Board.

Fit and Proper and Non-Disqualification Declaration by Directors:

All the Directors of the Company have confirmed that they satisfy the ‘fit and proper'' criteria as prescribed by RBI, and that they are not disqualified from being appointed /continue as Director in terms of Section 164(1) and (2) of the Act.

Director retiring by rotation

In accordance with the requirements of Section 152(6) (c) of the Companies Act, 2013, Mr. Atul Garg (DIN-07093376), Director retires by rotation from the Board of Directors and, being eligible, offers himself for re-appointment. Brief resume and other details of Mr.Atul Garg who is proposed to be re-appointed as a Director of the Company have been furnished, in the explanatory statement to the notice of the ensuing Annual General Meeting.

The Board recommends the re-appointment of Mr.Atul Garg (DIN-07093376), as Director of the Company retiring by rotation.

Key Managerial Personnel

The following persons were designated as the Key Managerial Personnel (“KMP”) of your Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as on March 31,2024:

1. Mr. Mayur Modi as Co-CEO & Whole-time Director of the Company

2. Mr. Deepak Aggarwal as Co-CEO, CFO & Whole-time Director of the Company

3. Mr. Semant Juneja as Company Secretary & Compliance Officer of the Company

Meetings of the Board

The Board of Directors are actively involved in formulating the broad business and operational policies and deliberating on the strategies, business performance, financials, investment performance and key risks pertaining to the business of the company. The Board follows a set of appropriate standard procedures in the conduct of Board meetings. All the meetings of the Board and Committees were conducted in compliance with the regulatory requirements prescribed under various statutes and regulations.

In order to address specific urgent needs, meetings are also convened at a shorter notice and in case of business exigencies or urgency of matters, resolutions are also passed by the Board/Committees through circulation.The resolutions passed by circulation are noted at the next meeting of the Board/Committees.

The members of the Board have access to all information of the Company. As and when required, members of Senior Management team are invited to attend the Board and Committee meetings so as to provide additional inputs on the subjects being discussed.

The Board of Directors of the Company met seven times during the financial year 2023-24. The meeting details are provided in the ‘Corporate Governance Report'' that forms part of this Annual Report.

Meetings of Independent Directors

The Independent Directors met once during the year under review, on March 27, 2024. The Meeting was conducted without presence of the Whole-time Director(s), the Non-Executive NonIndependent Directors or Chief Financial Officer to enable the Independent Directors to discuss matters pertaining to, inter-alia, review of performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairman of the Company, assess the quality, quantity and timeliness of flow of information between the Company Management & the Board and its Committees and free flow discussion on any matter that is necessary for the Board to effectively and reasonably perform their duties.

Committees of the Board

In Compliance with the Statutory requirement(s), the Board has the following Committee(s):

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

4. Asset Liability Management Committee

5. Risk Management Committee

The composition and terms of reference of the committees of the Board of the Company is in line with the provisions of the Companies Act 2013, the SEBI Listing Regulations and the RBI Master Directions. Details of the composition of all the committees of the Board, along with their terms of reference, number of meetings held during financial year 2023-24 and attendance of the members there at, is given at length in the Corporate Governance Report which forms part of this Report.

Directors Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) and Section 134(5) of the Act the, Directors hereby confirm that:

i) I n the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) The directors of the Company 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 & loss of the Company for that period;

iii) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts are on* a going concern basis;

v) Internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

Policy on Directors’ Appointment and Remuneration

In compliance with the provision of Section 178 of the Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee of the Company, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management, and their remuneration.

The policy of the company on director''s appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of section 178 of the Companies Act, 2013 is available on our website at www.moneyboxxfinance.com.

Your Company also affirms that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

Audit Committee

The Audit Committee of the Company comprises of following Directors: Mr. Uma Shanker Paliwal (Chairperson), Ms. Ratna Dharashree Vishwanathan and Mr. Govind Gupta.

All the Members of the Committee are Non-Executive Directors and possess strong accounting and financial management knowledge. The Company Secretary of the Company is the Secretary of the Committee.

All the recommendations of the Audit Committee were duly accepted by the Board in the financial year.

The brief terms of reference, number of meetings and attendance record of members for FY24 are given in the Corporate Governance Report

Annual Evaluation of Board’s Performance

Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, the Board committees and individual directors. The evaluation was based on the criteria and questionnaire framed by the Company. The questionnaires were circulated online and feedback received from the directors was discussed and reviewed by the Independent Directors, members of the Nomination and remuneration Committee (“NRC”) at their respective meetings.

The performance evaluation of individual directors including the chairman, inter alia, was done based on the criteria such as professional conduct, roles and functions, discharge of duties, their contribution to Board/committees/senior management, preparedness on the issues to be discussed, contribution to the decision making, etc. The evaluation process endorsed the confidence in the ethical standards of the Company, the cohesiveness that exists amongst them, the two-way candid communication between the Board and the management and the openness of the management in sharing strategic information to enable the Board members to discharge their responsibilities effectively.

The Directors expressed their satisfaction with the evaluation process. Further, the evaluation process confirms that the Board and its Committees continue to operate effectively, and the performance of the Directors is satisfactory.

Employee Stock Option Plan

Employee Stock Options have been recognized as an effective instrument to attract talent and align the interest of employees with that of the Company, thereby providing an opportunity to the employees to share in the growth of the Company and to create long-term wealth in the hands of employees.

Pursuant to this, the Company has formulated ‘''MFL Employee Stock Option Plan 2021” approved by Shareholders in an Extra Ordinary General Meeting held on December 27, 2021, in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2021. The eligibility of employees to receive grants under the Plan has to be decided by the Nomination and Remuneration Committee (NRC) from time to time upon recommendation of Management of the Company. Vesting of the options shall take place in the manner determined by NRC at the

time of grant provided the vesting period in line with the MFL Employee Stock Option Plan 2021.

Vesting of options shall be subject to the condition that the Grantee shall be in continuous employment with the Company and such other conditions as provided under the MFL Employee Stock Option Plan 2021. The Exercise Price of each grant is determined by NRC at the time of grant. Presently, stock options have been granted under the MFL Employee Stock Option Plan 2021.

Pursuant to Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2013, following are the details of grant under the MFL Employee Stock Option Plan 2021 as on March 31,2024:

S.no.	1.	2.	3.	4.	5.
Date of grant	March 01,2022	August 10, 2022	August 10, 2022 1	February 09, 2024 February 09, 2024
Options granted	3,25,400	90,700	1,40,000	4,49,600	42,000
Options vested	1,40,325	15,875	70,000	Nil	Nil
Options exercised	72,900	15,875	Nil	Nil	Nil
Vesting Period	4 years	4 years	2 years	4 years	2 years
Total number of shares arising as a result of exercise of options	72,900	15,875	Nil	Nil	Nil
Options lapsed as on March 31,2024	49,025	29,200	Nil	21,800	Nil
Exercise Price	''95	''115	''115	''172	''172
Variation of terms of options	N.A.	N.A.	N.A.	N.A.	N.A.
Money realized by exercise of options	''69,25,500	''18,25,625	Nil	Nil	Nil
Total no. of options in force	2,03,475	46,125	1,40,000	4,27,800	42,000
Employees wise details of options granted to:	(i) KMP: Mr. Semant Juneja- 10,000 options. (ii) Any other employee who received options amounting to 5%			> or more (during FY24):
	S. No. Name of Employee		Designation	| Options Granted during FY24
	1. Mr. Praveen Gupta		Chief Impact Officer	42,000
	(iii) Identified employees who were granted options equal to or N.A.			exceeding one percent of issued capital:

Further, the Disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 has been hosted on the Company''s website at the link: www.moneyboxxfinance.com.

Compliance of Secretarial Standards

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

Deposits

The Company being a Base layer non-deposit taking Non-Banking Financial Company has neither invited nor accepted any public deposits during the financial year ended March 31, 2024 and shall not accept any public deposits during the financial year 2024-25 without the prior written approval of the Reserve Bank of India (“RBI”).

As per the requisite provisions of the Master Direction - Non Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 issued by RBI, a resolution in this regard was passed by the Board on April 25, 2024.

Management Discussion and Analysis Report

The Management Discussion and Analysis (‘MDA'') Report gives details of the overall industry structure, developments, performance and state of affairs of the Company''s business and other material developments during the Financial Year. The MDA report forms an integral part of this Annual Report.

Particular of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and annexed herewith as Annexure - A to this Annual Report.

Details of top ten employees in terms of the remuneration and employees in receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, containing details prescribed under rule 5(3) of the said Rules, which form part of this Report, will be made available to any member on request, as per provisions of section 136(1) of the Act.

Human Resources

Employees are one of the key foundations of any successful Organization. Human Resources plays a significant role in developing positive business culture and improving employee engagement and productivity. The HR function takes the lead on organization development, employee wellness and personal development.

At Moneyboxx, HR department actively nurtures a culture of integrity, honesty and continuous learning, while upholding principles of equality and preventing harassment. Committed to fostering respectful and secure work environments, the Company strives to provide its employees with careers rather than mere jobs, promoting trust, confidence and transparency.

Company embraces the principle that meaning at work is created when people relate to the purpose of the organization, feel connected to the leaders, and have a sense of belonging. During the year, the Company had conducted familiar interactions between the employees of the Company to sharing information about the Company’s long-term perspective, its growth along with the growth of employees.

Corporate Governance

A separate chapter titled ‘Corporate Governance Report'' has been included in this Annual Report pursuant to SEBI Listing Regulations, along with it, the certificate from the Secretarial Auditors of the Company confirming the compliance with regulations of corporate governance under the SEBI Listing Regulations is annexed to the Report.

Vigil Mechanism / Whistle Blower Policy

The Company has in place aVigil Mechanism (Whistle Blower Policy) for directors and employees to report genuine concerns.The policy provides for adequate safeguards against victimization of directors or employees or any other person who avails the mechanism.

The Whistle Blower Policy provides employees and other stakeholders a platform to communicate instances of frauds/ misconducts that they have come across. In terms of the Policy, any person including employees, customers and vendors may report malpractice, actual or suspected fraud, violations of the company''s code of conduct or any other act with an intention of unethical personal gain that may cause damage to the company or its employee.

Internal Financial Control Systems and Their Adequacy

Your Company has in place adequate internal financial controls with reference to the financial statements.

The controls comprise of policies and procedures for ensuring orderly and efficient conduct of the Company’s business, including adherence to its policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee.

The board is of the opinion that the Company’s internal financial controls are adequate and effective during the financial year 202324.

Audit and Auditors

a) Statutory Auditor

The members of the Company in the 25^th Annual General Meeting (“AGM”), approved the appointment of M/s. Gaur & Associates, Chartered Accountants (Firm Registration No. 005354C), as the Statutory Auditors, for a period of five (5) years i.e., from the conclusion of the 25^th AGM till the conclusion of 30^th AGM of the Company. M/s. Gaur & Associates, Chartered Accountants, Statutory Auditors of the Company, have conducted the statutory audit for the financial year 2023-24 and shall cease to be the auditors of the Company post the conclusion of the ensuing AGM.

The Board of the Directors, on the recommendation made by the Audit Committee, have re-appointed M/s. Gaur & Associates, Chartered Accountants, (Firm registration no. 005354C), as the Statutory Auditors of the Company, for a further period of 5 (Five) consecutive financial years commencing from the conclusion of the ensuing AGM till the conclusion of 35^th AGM. This re-appointment is subject to the approval of the members at this AGM. The necessary resolution seeking the members’ approval for re-appointment of M/s. Gaur & Associates, Chartered Accountants, as the Statutory Auditors is included in the Notice convening the 30^th AGM of the Company.

The statutory audit report for the year 2023-24 is unmodified, does not contain any qualification, reservation or adverse remark or disclaimer by the statutory auditor.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors based on the recommendation made by the Audit Committee, has appointed M/s Shashank Pashine & Associates, (partner at Juris Consultants Private Limited) having Membership No. F11665 and CP. No. 21229, to undertake the Secretarial Audit of the Company for the financial year 2023-24.The Secretarial Audit Report for the financial year ended as on March 31, 2024, is annexed as Annexure - B and forms an integral part of this Report.

The Secretarial Audit Report for the year 2023-24 is unmodified, does not contain any qualification, reservation or adverse remark or disclaimer by the Secretarial Auditor.

Cost Audit

The provisions of Section 148 read with the Cost Audit Rules and Cost Audit are not applicable to the Company.

Annual Return

In accordance with the requirements under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 and the applicable rules, the Annual Return as on March 31,2024 is available on the website of the Company at www.moneyboxxfinance.com.

Particulars of Loans, Guarantees and Investments

The loans made, guarantee given, or security provided in the ordinary course of business by a NBFC registered with the Reserve Bank of India are exempt from the applicability of the provisions of Section 186 of the Companies Act, 2013. As such, the particulars of loans and guarantees have not been disclosed in this Report.

Related Party Transactions

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 23 of SEBI Listing Regulations, all Related Party Transactions were placed before the Audit Committee for its prior approval during the year under review and these transactions were reviewed by the Committee. Details of transactions with related parties during the year under review are provided in the notes to the financial statements.All related party transactions during the year were conducted at arms'' length and were in the ordinary course of business.

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for the financial year 2023-24 and hence does not form part of this Report.

Further, the Directors draw attention of the members to Note No. 37 of the Notes to the Financial Statements which set out related party transactions.

The Company in terms of Regulation 23 of the SEBI Listing Regulations, submits disclosures of related party transactions, in the format specified by SEBI vide its circular dated November 22, 2021 to the stock exchange.

The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is uploaded on the Company''s website and can be accessed at www.moneyboxxfinance.com.

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

As the Company is engaged in the financial services activities, its operations are not energy intensive nor does it require adoption of specific technology and hence information in terms of Section

134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is not applicable to the Company.

The Company is vigilant on the need for conservation of energy and has taken adequate measures for conservation of energy and usage of alternative source of energy, wherever required. The Company has been in the forefront in implementing latest information technology and tools towards enhancing stakeholder''s convenience

Foreign exchange earnings and Outgo-:

The Company did not enter into any foreign currency transactions in the current year and previous year.

Risk Management

Risk management forms an integral part of the Company''s business. As a lending institution, the Company is exposed to various risks that are related to its lending business and operating environment. Your Company has a well defined risk management framework in place. The risk management framework works at various levels across the Company. The risk management framework is based on assessment of all risks through proper analysis and understanding of the underlying risks before undertaking any transactions and changing or implementing processes and systems. This risk management mechanism is supported by regular review, control, self-assessments and monitoring of key risk indicators.

The Risk Management structure includes identification of elements of risk, including those which in the opinion of the Board, may threaten the existence of the Company. The Board of Directors monitor and manage the risks faced by the Company through its committees - the Risk Management Committee and the Asset Liability Management Committee.

Reporting of Frauds By Auditors

During the year under review, none of the auditors (statutory, secretarial and internal auditor) have reported to the Audit Committee or the Board, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

Statement of Deviations or Variations

There has been no deviation in the utilization of issue proceeds raised through private placement basis, from the objects stated in the Explanatory Statement annexed with the Notice/Offer Document for the year ended March 31,2024.

Details of Significant and Material Orders Passed By the Regulators or Courts

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

Disclosures under the Insolvency and Bankruptcy Code, 2016

Neither any application has been made nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has duly adopted a policy on prevention, prohibition and Redressal of Sexual harassment at workplace and has constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under.

The Company has not received any complaints on sexual harassment during the year.

Recovery expense fund

The Company has also created and maintained recovery expense fund in terms of Regulation 1 1 of the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 with respect to the NCDs issued by it.

General

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ events on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any Scheme save and except Employees Stock Option Schemes (ESOS).

3. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company.

4. The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

5. There was no revision of financial statements and Board''s Report of the Company during the year under review

6. There was no buyback of the equity shares during the year under review.

7. There was no suspension of trading of securities of the Company on account of corporate action or otherwise.

Acknowledgement

The Directors express their sincere gratitude to the Reserve Bank of India, Securities and Exchange Board of India, BSE Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, other government and regulatory authorities, lenders, financial institutions, and the Company''s bankers for the ongoing support extended by them.The Directors also place on record their sincere appreciation for the continued support extended by the Company’s stakeholders and trust reposed by them in the Company. The Directors sincerely appreciate the commitment displayed by the employees across all levels, resulting in successful performance during the year.

By order and on behalf of the Board Moneyboxx Finance Limited

Sd/- Sd/-

(Mayur Modi) (Deepak Aggarwal)

Co- CEO & Whole-time Director Co- CEO, CFO & Whole-time Director

DIN: 08021679 DIN: 03140334

Date: August 08, 2024 Place: Gurugram, Haryana

---

Mar 31, 2023

The directors take pleasure in presenting the 29^th Annual Report on the business and operations of your Company along with the audited statement of accounts for the year ended March 31,2023 (Financial Year under review).

Financial and Operational Highlights:

The financial performance of your Company for the year ended March 31,2023 is highlighted as below:

(Figures in Rs. Lakh)
Particulars	Current Financial	Previous Financial
	Year (2022-23)	Year (2021-22)
Revenue from Operations	5041.08	2259.10
Other Income	2.95	71.50
Profit/loss before Depreciation, Finance Costs, Comprehensive items and Tax Expense	1346.51	497.19
Less: Depreciation/Amortisation/Impairment	173.08	93.80
Profit/Loss before Finance Costs, Comprehensive items, and Tax Expense	1173.43	403.39
Less: Finance Cost	2167.64	1055.74
Profit/Loss before Comprehensive items and Tax Expense	(994.21)	(652.35)
Less: Tax Expense (Current & Deferred)	(313.84)	(280.34)
Profit/loss for the year (1)	(680.37)	(372.01)
Add/(less): Comprehensive items	11.09	6.41
Profit/Loss after Tax Expense & Other Comprehensive Item	(669.28)	(365.60)
Retained earnings as at the beginning of the year	(1022.67)	(657.07)
Retained earnings before appropriations	(1691.95)	(1022.67)
Appropriations
Less: Transfer to reserve fund u/s 45-IC (1) of the RBI Act, 1934	-	-
Less: Dividend paid on Equity Shares	-	-
Less: Dividend Distribution Tax	-	-
Less: Other Appropriation	-	-
Retained earnings as at the end of the year	(1691.95)	(1022.67)
Earnings per share (Face value of ''10/-)
- Basic ('')	(2.94)	(1.82)
- Diluted ('')	(2.94)	(182)

Indian Accounting Standards (IND-AS)

Financial Statements of your Company for the financial year ended March 31,2023 are prepared in accordance with Indian Accounting Standards (IND-AS), as notified under Section 133 of the Companies Act, 2013 (‘the Act'') read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

Company’s Performance in Financial Year under Review

The Revenue from operations for the year under review is '' 5044.03 lakh (Previous Year: '' 2330.60 lakh) registering a growth of 116.42% over the previous year.

The Assets under Management (AUM) of the Company stood at '' 338 crore as on March 31, 2023, this represents growth of 184% as compared to March 31, 2022. The Company was able to achieve profitability in 4^th Quarter of the year under review which has been driven by rising scale & improving productivity. Loan amount of '' 341 crore has been disbursed in FY 2022-23 as compared to disbursement

of '' 112 crore in FY 2021-22 which shows a tremendous growth of 204%. Moneyboxx has been able to successfully expand its branch network to 61 branches across six states.The Company has also entered Co-lending tie-up with Vivriti Capital Limited and MAS financial Services Limited. Also, during the year the Company has entered into a Business Correspondent Agreement with Utkarsh Small Finance Bank. These tie-ups are proven to be as strategic tie-ups to utilize the available resources in most viable way to generate revenue.

Fund Raised During 2022-2023:

Your Company has diversified its funding sources by adding six new lenders in FY23, taking the total lender count to 25 as of March 2023. New lenders in FY23 included reputed names -State Bank of India, Tata Capital Financial Services Limited, Hinduja Leyland Finance, Manaveeya Development & Finance Pvt Ltd (Oiko Credit), Utkarsh Small Finance Bank Ltd, Vivriti Asset Management etc.

Total debt raise was 230.1 crore (including non-Convertible debentures and PTC) in FY23 which is in line with business growth. During the year under review, the Company has raised '' 20 crore by issue and allotment of Rated, Unlisted, Senior, Secured, Redeemable, Taxable, Non-convertible Debentures to Promising Lenders Fund managed by Vivriti Asset Management and outstanding subordinated debt as on March 31,2023, stands at '' 6.61 crore. Continued support from the existing lenders and the addition of new lenders demonstrates the confidence of the lenders in the Company’s credit processes, asset quality, collection efficiency and the management team.

Company’s performance in detail cover in Management Discussion & Analysis.

Annual Reports Circulation in Electronic form

SEBI has vide Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 read with Circular No. SEBI/HO/CFD/CMDI/ CIR/P/2020/79 dated May 12, 2020, dispensed with the requirement of sending physical copies of Annual Report to the Members under Regulation 36(I)(b) &(c) of the SEBI Listing Regulations till 30^th September, 2023. Members may note that the Notice and Annual Report 2022-23 will also be available on the Company’s website at www.moneyboxxfinance.com.

Dividend

During the year under review, no dividend was recommended by the Board of Directors with a view to conserving the resources of the Company.

Transfer to Reserves

During the period under review, no amount has been transferred to reserves.

Share Capital

The Authorized Share Capital of the Company as on March 31, 2023, stood at '' 30,00,00,000/- (3,00,00,000 equity shares of '' 10/-each) and the Issued, Subscribed and Paid-up Share Capital of the Company stood at '' 24,92,13,600 divided into 2,49,21,360 Equity shares of '' 10/- each.

During the period under review, the Company has raised equity share capital on Preferential basis two times vide allotment dated June 02, 2022, and March 31,2023.The details of which are as follows:

- Equity raised on June 02, 2022:

The Company has allotted 18,05,851 equity shares at a face value of '' 10 per share as a result of which, the Paid-up share capital of the Company increased from 21,59,94,980 divided into 2,15,99,498 equity shares of '' 10/- each to '' 23,40,53,490 divided into 2,34,05,349 Equity Shares of '' 10/- each.

- Equity raised on March 31,2023:

The Company has allotted 15,16,011 equity shares at a face value of '' 10 per share as a result of which, the Paid-up share capital of the Company increased from '' 23,40,53,490 divided

into 2,34,05,349 Equity Shares of '' 10/- each to '' 24,92,13,600 divided into 2,49,21,360 Equity shares of '' 10/- each.

Listing on Stock Exchange

The shares of the Company are listed on the Main Platform of BSE Limited. The listing fee for the financial year 2023-24 has been duly paid by the Company within the due date as prescribed in this regard.

Change in the Nature of Business

There have been no such changes in the nature of business of the Company during the year under review.

State of Company’s Affairs

The state of the Company’s affairs has been duly presented in the Management and Discussion Analysis Report forming part of the Integrated Annual Report.

Material changes and commitment, if any affecting the financial position of the Company, having occurred since the end of the year and till the date of the report

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year of the Company i.e., March 31,2023, and the date of this Board’s Report.

Corporate Social Responsibility

The provisions of section 135 of the Companies Act, 2013 in relation to Corporate Social Responsibility (CSR) are not applicable to the Company. Therefore, such details on expenditure in CSR along with the policy developed in this regard are not required to be provided in this Report.

Highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the company

As on March 31,2023, your Company does not have any subsidiary, associate, or joint venture company, therefore the statement containing the salient features of the financial statement of subsidiaries, associates, or joint ventures under the first proviso to sub-section (3) of section 129 of the Companies Act, 2013 in Form AOC-I is not applicable.

Credit Rating

During the year under review, Acuite Ratings & Research has assigned the long-term rating of ‘ACUITE BBB-’ (read as ACUITE triple B minus) to the '' 100 Cr bank facilities (including proposed facilities) of the Company. The outlook is ‘Stable’.

Directors and KMP

Changes during the year under review under the Directors and KMP Category:

During the year there is no change under Director and KMP Category.

In accordance with the provisions of Section 197, 198 of the Companies Act, 2013 read with schedule V of the Companies Act, 2013 and the Articles of Association of the Company, the term of Mr. Deepak Aggarwal as CEO & Whole-time Director is about to end on September 14, 2023. Hence, based on the recommendation of Nomination and Remuneration Committee, Board of Directors recommends the re-appointment of Mr. Deepak Aggarwal for another term of 3 years in line with the applicable provisions of Companies Act, 2013. Brief resume and other details of Mr. Deepak Aggarwal, who is proposed to be re-appointed as a Co-CEO & Whole-time Director of the Company for second term of 3 years have been furnished, with the explanatory statement to the notice of the ensuing Annual General Meeting. The same is put to vote in ensuing General Meeting.

Furtherance to this, the first term of Mr. Uma Shankar Paliwal (DIN- 06907963) and Ms. Ratna Dharashree Vishwanathan (DIN-07278291) is about to end on January 10, 2024. Hence, the Board of Directors recommends their re-appointment for a second term of

five years as Independent Directors. The resolution(s) with respect to their re-appointments are put to vote in ensuing Annual General Meeting.

Director retiring by rotation:

In accordance with the requirements of section 152(6) (c) of the Companies Act, 2013, Mr. Govind Gupta (DIN: 00065603), Director retires by rotation from the Board of Directors and being eligible, offers himself for re-appointment. Brief resume and other details of Mr. Govind Gupta who is proposed to be re-appointed as a Director of the Company have been furnished, with the explanatory statement to the notice of the ensuing Annual General Meeting.

The Board recommends the re-appointment of Govind Gupta (DIN: 00065603), as Director of the Company retiring by rotation.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

As on	March 31,2023, the Board of Directors of your Company consists of 6 Directors. Their details are as follows:
S. No.	Name of Director	Designation
1.	Mr. Uma Shankar Paliwal (DIN-06907963)	Chairman and Independent Director
2.	Ms. Ratna Dharashree Vishwanathan (DIN-07278291)	Independent Director
3.	Mr. Deepak Aggarwal (DIN-03140334)	Whole-time Director Co- Chief Executive Officer & Chief Financial Officer (KMP)
4.	Mr. Mayur Modi (DIN-08021679)	Whole-time Director Co- Chief Executive Officer (KMP)
5.	Mr. Govind Gupta (DIN-00065603)	Non-Executive Director
6.	Mr. Atul Garg (DIN-07093376)	Non-Executive Director

Key Managerial Personnel

As per the provisions of the act, as on March 31,2023 Mr. Mayur Modi and Mr. Deepak Aggarwal are CO-CEOs & Whole-time Director(s) of the Company, Mr. Deepak Aggarwal is designated as Chief Financial Officer and Ms. Bhanu Priya as Company Secretary & Compliance Officer of the Company are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Number of Meetings of the Board

The Board of Directors of the Company met 6 times during the financial year 2022-23. The meeting details are provided in the ‘Corporate Governance Report'' that forms part of this Annual Report.

During the period under review, your company has properly complied with the applicable laws in reference to conduct Board meetings.

Committees of the Board

There are five (5) Statutory Committees constituted by the Board of your Company in compliance with the relevant provisions of the Companies Act, 2013, SEBI Listing Regulations, 2015 and applicable RBI Regulation(s):

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

4. Asset Liability Management Committee

5. Risk Management Committee

Full details pertaining to the composition, size, terms of reference

etc. of the aforesaid-mentioned Committees are included in the

Corporate Governance Report, which forms a part of this report.

Directors Responsibility Statement

In accordance with Section 134(5) of the Companies Act, 2013, the

Directors state that:

i) I n the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) 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 financial year and of the profit & loss of the Company for the financial year 2022-23;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the

provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

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

v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively

Statement on Declaration by Independent Directors

In accordance with the provisions of Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have given a declaration that they meet the criteria of independence as provided in Section 149(6) of the said Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

Policy on Directors’ Appointment and Remuneration

In compliance with the provision of Section 178 of the Companies Act, 2013, the Board has on the recommendation of the Nomination & Remuneration Committee of the Company, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management, and their remuneration.

The policy of the company on director’s appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of section 178 of the Companies Act,2013 is available on our website at www.moneyboxxfinance.com/.

Your Company also affirms that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

Annual Evaluation of Board’s Performance

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and individual directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors based on the criteria such as the Board composition and structure, effectiveness of Board meetings, information, and functioning, etc. through a structured questionnaire. The performance of the Committees was evaluated by the Board after seeking input from the Committee members based on the criteria such as the composition of Committees, effectiveness of Committee meetings, etc. The performance evaluation of the NonIndependent Directors and Chairman of the Board was carried out by the Independent Directors through a separate meeting held on March 31,2023.

The Directors expressed their satisfaction with the evaluation process. Further, the evaluation process confirms that the Board and its Committees continue to operate effectively, and the performance of the Directors is satisfactory.

Employee Stock Option Plan

Employee Stock Options have been recognized as an effective instrument to attract talent and align the interest of employees with that of the Company, thereby providing an opportunity to the employees to share in the growth of the Company and to create long-term wealth in the hands of employees.

Pursuant to this, the Company had formulated ‘‘MFL Employee Stock Option Plan 2021” approved by Shareholders in an Extra Ordinary General Meeting held on December 27, 2021, in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2021. The eligibility of employees to receive grants under the Plan has to be decided by the Nomination and Remuneration Committee (NRC) from time to time upon recommendation of Management of the Company. Vesting of the options shall take place in the manner determined by NRC at the time of grant provided the vesting period in line with the MFL Employee Stock Option Plan 2021.

Vesting of options shall be subject to the condition that the Grantee shall be in continuous employment with the Company and such other conditions as provided under the MFL Employee Stock Option Plan 2021. The Exercise Price of each grant is determined by NRC at the time of grant. Presently, stock options have been granted under the MFL Employee Stock Option Plan 2021.

Pursuant to Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2013, following are the details of grant under the MFL Employee Stock Option Plan 202las on March 31,2023:

S. No.	1.	2.	3.
Date of grant	March 01,2022	August 10, 2022	August 10, 2022
Options granted	3,25,400	90,700	1,40,000
Options vested	73,225	N.A.	N.A.
Options exercised	N.A.	N.A.	N.A.
Vesting Period	4 years	4 years	2 years
Total number of shares arising as a result of exercise of options	N.A.	N.A.	N.A.
Options lapsed as on March 31,2023	32,500	22,000	N.A.
Exercise Price	'' 95	'' 115	''115
Variation of terms of options	N.A.	N.A.	N.A.
Money realized by exercise of options	N.A.	N.A.	N.A.
Total no. of options in force	2,92,900	68,700	1,40,000

S. No.		1.	2.	3.
Employees wise details of options granted to:	(i)	KM P: Ms. Bhanu Priya-	6000 options
	(ii)	Any other employee who received options amounting to 5% or more (during FY 23):
		S. Name of No. Employee	Designation	Options Granted during FY 23
		1. Mr. Praveen Gupta	Chief Impact Officer	1,40,000
	(iii)	Identified employees who were granted options equal to or exceeding one percent of issued capital: N.A.

Further, the Disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 has been hosted on the Company''s website at the link: www.moneyboxxfinance.com.

Compliance of Secretarial Standards

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

Deposits

Your Company is registered with the Reserve Bank of India (RBI), as a Non-Deposit accepting NBFC under Section 45- 1A of the RBI Act, 1934. Your Directors hereby confirm that the Company has not accepted any public deposits during the year under review and it continues to be a non-deposit taking non- banking financial company in conformity with the guidelines of the RBI.

Management Discussion and Analysis Report

The Management Discussion and Analysis (‘MDA'') Report gives details of the overall industry structure, developments, performance and state of affairs of the Company''s business and other material developments during the FinancialYear.The MDA report is attached herewith and forms an integral part of this Annual Report

Particular of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and annexed herewith as Annexure -A to this Annual Report.

In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members of the Company excluding information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining such information, he/she may write to the Company Secretary at the Corporate Office of the Company or request via email to [email protected].

Human Resources

Employees are one of the key foundations of any successful Organization. Human Resources plays a significant role in developing positive business culture and improving employee engagement and productivity. The HR function takes the lead on organization development, employee wellness and personal development.

Company embraces the principle that meaning at work is created when people relate to the purpose of the organization, feel connected to the leaders, and have a sense of belonging. During the year, the Company had conducted familiar interactions between the employees of the Company to sharing information about the Company''s long-term perspective, its growth along with the growth of employees.

Corporate Governance

A separate chapter titled ‘Corporate Governance Report'' has been included in this Annual Report pursuant to SEBI (LODR) Regulations, 2015, along with it, the certificate from the Secretarial Auditors of the Company confirming the compliance with regulations of corporate governance under the SEBI Listing Regulations is annexed to the Report on Corporate Governance and forms part of this Report.

Vigil Mechanism / Whistle Blower Policy

The Company has in place a Vigil Mechanism (Whistle Blower Policy) for directors and employees to report genuine concerns.The policy provides for adequate safeguards against victimization of directors or employees or any other person who avails the mechanism.

There was no reporting made by any employee for violations of applicable laws and regulations and the Code of Conduct for the F.Y. 2022-23.

Internal Financial Control Systems and their adequacy

Your Company has in place adequate internal financial controls with reference to the financial statements.

The controls comprise of policies and procedures for ensuring orderly and efficient conduct of the Company''s business, including adherence to its policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee.

The board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2022-23.

Audit and Auditorsa) Statutory Auditor

The Shareholders in the 25^th Annual General Meeting (“AGM”), approved the appointment of Gaur & Associates, Chartered Accountants (Firm Registration No. 005354C), as the Statutory Auditors, for a period of five (5) years i.e., from the conclusion of the 25^th AGM till the conclusion of 30^th AGM of the Company for the financial year starting from April 01, 2019, to March 31,2024. The statutory auditors have confirmed they are not disqualified from continuing as auditors of the Company.

The statutory audit report for the year 2022-23 is unmodified, does not contain any qualification, reservation or adverse remark or disclaimer by the statutory auditor.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Shashank Pashine & Associates, (partner at Juris Consultants Private Limited) having Membership No. F11665 and CP. No. 21229 to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended as on March 31,2023, is annexed as Annexure- B and forms an integral part of this Report.

The Secretarial Audit Report for the year 2022-23 is unmodified, does not contain any qualification, reservation or adverse remark or disclaimer by the Secretarial Auditor.

Cost Audit

The provisions of Section 148 read with the Cost Audit Rules and Cost Audit are not applicable to the Company.

Annual Return

The Annual Return of the Company in Form MGT- 7 in accordance with Section 92(3) of the Companies Act, 2013 is available on the website of the Company at www.moneyboxxfinance.com.

Particulars of Loans, Guarantees and Investments

As on March 31, 2023, the Company has not given loans, made investments, or provided guarantees or securities as covered under Section 186 of the Companies Act, 2013.

Related Party Transactions

Pursuant to section 177 of the Act and regulation 23 of SEBI Listing Regulations, all Related Party Transactions were placed before the Audit Committee for its prior approval during the year under review and these transactions were reviewed by the Committee. Details of transactions with related parties during the year under review are provided in the notes to the financial statements. All related party transactions during the year were conducted at arm''s length and were in the ordinary course of business.

Further, there being no ‘material’ RPTs as defined under regulation 23 of SEBI Listing Regulations, there are no details to be disclosed in form AOC-2 in that regard.The Directors draw the attention of the members to Note No. 31 of the Notes to the Financial Statements which sets out related party transactions.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out hereunder:

(A) Conservation of Energy
(i) the steps taken or impact on conservation of energy	The Company''s operations involve low energy consumption and wherever possible, energy conservation measures have already been implemented.
(ii) the steps taken by the company for utilising alternate sources of energy	Efforts to conserve and optimize the use of energy through improved operational methods and other mean will continue as an on-going basis.
(iii) the capital investment on energy conservation equipment’s	NA
(B) Technology absorption
(i) the efforts made towards technology absorption (ii) the benefits derived like product improvement, cost reduction, product development or import substitution (iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and (iv) the expenditure incurred on Research and Development.	The minimum technology required for the business has been absorbed. NA NA NA

(C) Foreign exchange earnings and Outgo-:

The Company did not enter into any foreign currency transactions in the current year and previous year.

Risk Management

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Information on the development and implementation of a Risk Management Policy for the Company including identification, assessment, and control of elements of risk, which in the opinion of the Board may threaten the existence of the Company. As on the date of this report, the Company does not foresee any critical risk, which threatens its existence. The Management identifies, and controls risks through a properly defined framework in terms of the aforesaid policy.

Reporting of Frauds by Auditors

During the year under review, neither the statutory auditors nor the secretarial auditor have reported to the Audit Committee or the Board, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

Statement of Deviations or Variations

There has been no deviation in the use of proceeds raised through private placement basis, from the objects stated in the Offer document for the Quarter and year ended March 31,2023.

RBI Guidelines

The Company continues to comply with all the applicable regulations as prescribed by the Reserve Bank of India from time to time.

Details of Significant and Material Orders passed by the regulators or courts

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

Disclosures under the Insolvency and Bankruptcy Code, 2016

No application has been made nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has duly adopted a policy on prevention, prohibition and Redressal of Sexual harassment at workplace and has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

The Company has not received any complaints on sexual harassment during the year.

One Time Settlement

The Company has not entered into a one-time settlement with any of the banks or financial institutions.

Acknowledgement

The Directors express their sincere gratitude to the Reserve Bank of India, Securities and Exchange Board of India, BSE Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, other government and regulatory authorities, lenders, financial institutions, and the Company''s bankers for the ongoing support extended by them.The Directors also place on record their sincere appreciation for the continued support extended by the Company''s stakeholders and trust reposed by them in the Company. The Directors sincerely appreciate the commitment displayed by the employees of the across all levels, resulting in successful performance during the year.

---

Mar 31, 2018

The boards feels pleasure in presenting their 24th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March 2018.

1. FINANCIAL HIGHLIGHTS

(Amount in Rs.)

	For the year	For the year
	ended 31.03.2018	ended 31.03.2017
Total Revenue from Operations	1,28,31,576.80	94,90,451.27
Total Expenditure	1,52,68,326.49	1,04,67,661.42
Profit/(loss) from Ordinary activities before tax	(24,36,749.69)	(9,77,210.15)
Less: Tax Expenses	(1,368)	37,522
Net Profit/(loss) from Ordinary activities after tax	(24,35,381.69)	(10,14,732.15)
Add: balance brought forward	45,961.09	10,42,360.24
Less: Provision for Standard Assets	32,187	18,333
Less: Statutory Reserves Fund (u/s 45-IC of RBI Act, 1934)	-	-
Less: Transfer from Fixed Asset	-	-
Less: Provision for Proposed dividend	-	-
Less: Dividend Tax	-	-
Balance carried forward to Balance Sheet	(23,57,233.60)	45,961.09

2. PERFORMANCE REVIEW

During the year under review, the Company''s total income is Rs.1,28,31,576.80/- (Rupees One Crore Twenty Eight Lakhs Thirty One Thousand Five Hundred Seventy Six and Eighty Paise only) as compared to Rs.94,90,451.27/- (Rupees Ninety Four Lakhs Ninety Thousand Four Hundred Fifty One and Twenty Seven Paise only) in the previous year and the Company incurred a loss of Rs.24,35,381.69/- (Rupees Twenty Four Lakhs Thirty Five Thousand Three Hundred Eighty One and Sixty Nine Paise only) as compared to Rs.10,14,732.15/- (Rupees Ten Lakhs Fourteen Thousand Seven Hundred Thirty Two and Fifteen Paise only) in the previous year.

3. RESERVES

In order to comply with the provisions of Reserve Bank of India Act, 1934 the Company has not transferred any amount to Special Reserve Funds under Section 45-IC of the RBI Act, 1934 due to net loss during the year under review & has made provision of Rs.32,187/- (Rupees Thirty Two Thousand One Hundred and Eighty Seven Only) for Standard Assets during the year under review. Total provisions for Standard Assets of the Company at the financial year ended 31st March, 2018 is Rs.3,71,953/- (Rupees Three Lakhs Seventy One Thousand Nine Hundred and Fifty Three Only).

Except as mentioned above, no amount was proposed to transfer to any reserve by the Company during the year under review.

4. SHARE CAPITAL

There is no change in the authorized share capital and paid up share capital of the Company during the period under review.

The authorized share capital of the Company is Rs.17, 00, 00,000 (Rupees Seventeen Crore only) divided into 1,70,00,000 (One Crore Seventy Lakhs) Equity Shares of Rs.10/- each. The paid up share capital of the Company is Rs.16, 74, 34,590 (Rupees Sixteen Crore Seventy Four Lakhs Thirty Four Thousand Five Hundred and Ninety Only) divided into 1, 67, 43,459 (One Crore Sixty Seven Lakhs Forty Three Thousand Four Hundred and Fifty Nine) Equity Shares of Rs.10/- each.

Issue of Equity Shares with Differential Rights:-

During the financial year ended 31st March, 2018, the Company has not issued any Equity Shares with Differential Rights.

Issue of Employee Stock Options:-

During the financial year ended 31st March, 2018, the Company has not issued any Employee Stock Options as stated in Section 62(1) (b) of the Companies Act, 2013 and Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014).

Issue of Sweat Equity Shares:-

During the financial year ended 31st March, 2018, the Company has not issued any sweat equity shares as specified in Section 54 of the Companies Act, 2013 and Rule 8(13) of Companies (Share Capital and Debenture Rules, 2014).

5. INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

During the year under review, the Company was engaged in carrying on the business as Non -Banking Financial Company without accepting public deposit. The Company has provided / taken inter-corporate loans in ordinary course of business and on arms length basis.

6. HOLDING & SUBSIDIARY COMPANY

Since, the Company does not have any subsidiaries, Joint Ventures or Associate Companies, Rules 8(5) (IV) of the Companies (Accounts) Rules, 2014 does not apply to the Company.

7. PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANIES

Since the Company has no Subsidiary Company, the clause is not applicable.

8. CONSOLIDATED FINANCIAL STATEMENT

Since the Company has no Subsidiary Company, the clause is not applicable.

9. DIVIDEND

Your directors do not recommend any dividend for payment to the shareholders/ members of the Company for the financial year ended on 31st March, 2018.

10. ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH RESPECT TO THE FINANCIAL STATEMENT

The Company has in place adequate internal financial control with reference to financial statement. The Company also has an Internal Control System, commensurate with the size, scale and complexity of its operations.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors

At present the Board of Directors consists of Mr. Gopal Krishan Bansal, Mr. Mahesh Kumar Dhanuka, Mr. Mukesh Bansal, Ms. Rajni Garg & Mr. Sanjeev Mittal.

In accordance with the provisions of Section 149 of the Companies Act, 2013, the Independent Directors have given a declaration that they meet the criteria of independence as provided in the said section.

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

As required under regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the information on the particulars of the Directors proposed for appointment / re-appointment has been given in the Notice of the Annual General Meeting.

There was no change in the composition and position of Directors.

i. Retirement by Rotation of the Directors

Mr. Gopal Krishan Bansal retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment.

ii. Key Managerial Personnel

At present, the Company has following persons Key Managerial Personnel (KMPs) as per provisions of the Companies Act, 2013 (the Act) and the Rules framed there under:-

Mr. Mahesh Kumar Dhanuka - Managing Director

Mr. Sanjeev Mittal - Chief Financial Officer

Mr. Bharat Narula - Company Secretary

During the period under review Mr. Sunil Jain, Company Secretary and Compliance Officer of the Company resigned from office on 09th June 2017 after serving proper notice period to the Company. Mr. Bharat Narula joined the Company as the Company Secretary and Compliance officer in place of Mr. Sunil Jain on 04^th July 2017.

Mr. Ravi Garg resigned from the office of Chief Financial Officer with effect from closure of the business hours on 29th day of December, 2017. Mr. Sanjeev Mittal (Chairman & Executive Director) was appointed as the Chief Financial Officer with effect from 09th day of January, 2018 to fill the vacancy caused by the resignation of Mr. Ravi Garg.

Board Meetings

During the financial year 2017-18, Six (06) board meetings were held: 28-04-2017, 29-05-2017, 04-07-2017, 14-08-2017, 13-11-2017 and 09-01-2018. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Committees of the Board

The following are 3 Committees constituted by the Board:

i) Audit Committee;

ii) Stakeholders Relationship Committee;

iii) Nomination and Remuneration Committee;

The Composition of Board and Committees were as under:

S.No	Committee meeting	Composition
1	Audit Committee	Mr. Mukesh Bansal (Chairman) Ms. Rajni Garg (Member) Mr. Gopal Krishan Bansal (Member)
2	Nomination and Remuneration Committee	Ms. Rajni Garg (Chairman) Mr. Mukesh Bansal (Member) Mr. Gopal Krishan Bansal (Member)
3	Stakeholders Relationship Committee	Mr. Mukesh Bansal (Chairman) Mr. Sanjeev Mittal (Member) Mr. Gopal Krishan Bansal (Member)

Committee Meetings

Table containing details of meetings of Board and various committees along with dates are as below:

S. No	Board,/ Committee Name	No. of meetings	Date of Meetings
1	Board Meetings (BM)	6	28 April 2017 29 May 2017 04 July 2017 14 August 2017 13 November 2017 09 January 2018
2	Audit Committee (AC)	4	15 April 2017 29 May 2017 14 August 2017 13 November 2017
3	Stakeholder Relationship Committee (SRC)	4	05 May 2017 14 August 2017 13 November 2017 09 January 2018
4	Nomination and Remuneration Committee (NRC)	2	05 May 2017 09 January 2018

ATTENDANCE OF DIRECTORS / MEMBERS AT BOARD AND COMMITTEE MEETINGS

As per Standard 9 of the Secretarial Standard on Meetings of the Board of Director (''SS-1'') issued by the Institute of Company Secretaries of India (''ICSI''), the attendance of Directors at Board and Committee meetings held during the financial year 2017-18 is provided as under:

Name of Director	BM	AC	NRC	SRC
Mr. Mahesh Kumar Dhanuka	1	0	0	0
Mr. Gopal Krishan Bansal	6	4	2	4
Mr. Sanjeev Mittal	6	0	0	4
Mr. Mukesh Bansal	5	4	2	4
Ms. Rajni Garg	1	3	2	0

Board Evaluation

The Board has formulated an Evaluation Policy (the Policy) for evaluating the performance of the Board, Managing Director, Executive Directors, Independent Directors, Non-executive Directors and its Committees. Based on the same, the performance was evaluated for the financial year ended March 31, 2018.

The Policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment and relationship with the stakeholders, corporate governance practices, contribution of the Committees to the Board in discharging its functions, etc.

Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of directors, senior management and to fix their remuneration. The Nomination and Remuneration Policy is stated in the Corporate Governance Report.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules), details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the registered office of the Company during working hours, 21 days before the Annual General Meeting and shall be made available to any shareholder on request and have been appended as "Annexure B" to this report.

12 SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has framed a Policy on Prevention of Sexual Harassment at workplace. There were no cases reported during the year ended March 31, 2018 under the Policy.

13 MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report are enclosed as a part of this report.

14 DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the Financial Statement for the financial year ended on 31st March, 2018 and state:

i) That in the preparation of Annual Accounts for the financial year ended as at 31st March, 2018, the applicable Accounting Standards have been followed along with proper explanation relating to the material departures.

ii) That the Directors have selected such Accounting Policies and applied them consistently and made judgements 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 financial year ended as at 31st March, 2018 and of the profit and loss of the Company for the financial year ended on 31st March, 2018.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud or other irregularities.

iv) That the Directors have prepared the Annual Accounts on a Going Concern basis.

v) 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; and

vi) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during financial year 2017-18.

15 PUBLIC DEPOSITS

The Company did not accept any public deposits during the year under review. Therefore, the disclosures as required under the Companies Act, 2013 and the Rules framed there under and RBI Directions are not applicable.

16 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual report.

17 INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has proper and adequate system of internal control geared towards achieving efficiency in its operations, safeguarding assets, optimum utilization of resources and compliance with statutory regulations. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Testing of such Internal Control measures and systems forms a part of Internal Audit function. The Internal Auditors of the Company conduct audits of various departments based on an annual audit plan covering key areas of operations. Internal Audit reviews and evaluates the adequacy and effectiveness of internal controls, ensuring adherence to operating guidelines and systems and recommending improvements for strengthening them. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Audit Committee of the Board of Directors reviews the adequacy of internal controls. This has improved the management of the affairs of the Company and strengthened transparency and accountability.

The Management ensures adherence to all internal control policies and procedures as well as compliance with regulatory guidelines. No significant audit observations and recommendations have been received from the Internal Auditors of the Company.

18 AUDITORS REPORT AND SECRETARIAL AUDIT REPORT

The Company at its meeting held on 14th August, 2017 appointed M/s Manish K & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company for the financial year 2017 -18 in terms of provisions of section 204 of the Companies Act 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Report of the Secretarial Auditor for the Financial ended 31st March, 2018 is attached as an annexure as "Annexure D", which forms part of this report.

Further the statutory auditors'' report and secretarial auditors'' report does not contain any qualifications, reservations or adverse remarks.

19 AUDITORS

a) STATUTORY AUDITORS:

Pursuant to the provision of section 139(2) of the Companies Act, 2013, No listed Company or a Company belonging to such class or classes of companies as may be prescribed, shall appoint or re-appoint-(a) an individual as auditor for more than one term of five consecutive years; and (b) an audit firm as auditor for more than two terms of five consecutive years.

M/s DSP & Associates, Chartered Accountants (FRN-006791N), in accordance with the provisions of the Act, has been recommended to be re-appointed as the Statutory auditors of the Company by the Audit Committee and Board of Directors in their meeting held on 17th May, 2018 who shall hold office from the conclusion of this Annual General Meeting till the conclusion of its sixth annual General Meeting held after this Meeting, subject to the approval of the shareholders in the Annual General Meeting proposed to be held on 26th June, 2018.

The Company has obtained a written consent from M/s DSP & Associates, Chartered Accountants (FRN-006791N), New Delhi for their appointment and also a obtained certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable.

20 EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure C".

21 CORPORATE GOVERNANCE REPORT

Your Company practices a culture that is built on core values and ethical governance practices and is committed to transparency in all its dealings. Further the Members'' please note that as per "SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015" the Company is having a paid up equity share capital not exceeding Rs.10 Crore and the Net worth not exceeding Rs.25 Crore, thereby exempted from the corporate Governance Requirements provided under 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. Hence no certificate has been attached regarding compliances of conditions of corporate governance, however, the Company is voluntarily disclosing the information as required under the Corporate Governance section of SEBI (LODR) Regulations, 2015 and under Companies Act, 2013.

A detailed analysis of the Company and its performance is annexed to this report and forms part of this Report.

22 RELATED PARTY TRANSACTIONS

During the period, there were contracts or arrangements entered with related parties referred to in the provision of the Section 188(1) of the Companies Act, 2013, which are disclosed in AOC-2 which forms the part of this report and is annexed as "Annexure A".

23 CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the members of the Board and all employees in the course of day to day business operations of the Company. The Code has been placed on the Company''s website http://www.dhanukacommercial.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to:

- Code for Independent Directors

- Code of internal Procedures and conduct for Regulating, Monitoring and Reporting of trades by Insiders

- Vigil Mechanism

- Policy for Determining Material Event

- Details of Persons Authorised for Determining Material Event

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

24 VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 read with the rules made there under and pursuant to the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism to be known as the ''Whistle Blower Policy'' for its Directors and Employees, to report instances of unethical behaviour, actual or suspected, fraud or violation of the Company''s Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization of Whistle Blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

Accordingly, Vigil Mechanism / Whistle Blower Policy have been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Company Secretary or the Chairman of the Audit Committee of the Company.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.

During the financial year 2017-18, no such complaint of unethical or improper activity has been received by the Company.

25 PREVENTION OF INSIDER TRADING

The Company has adopted a Code of internal Procedures and conduct for Regulating, Monitoring and Reporting of trades by Insiders with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

26 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO

a) CONSERVATION OF ENERGY

(i) The steps taken or impact on conservation of energy - The operations of your Company are not energy-intensive. However, adequate measures have been initiated for conservation of energy.

(ii) The steps taken by the Company for utilising alternate source of energy - though the operations of the Company are not energy intensive, the Company shall explore alternative source of energy, as and when the necessity arises.

(iii) the capital investment on energy conservation equipments - Nil

b) TECHNOLOGY ABSORPTION

(i) The efforts made towards technology absorption - The minimum technology required for the business has been absorbed.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

(a) The details of technology imported;

(b) The year of import;

(c) Whether the technology been fully absorbed; and

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof

(iv) The expenditure incurred on Research and Development - Not Applicable

c) FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, there were no foreign exchange earnings and outgo (previous year): NIL.

27 DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There are no frauds reported by Auditors under subsection (12) of Section 143.

28 MATERIAL CHANGES AND COMMITMENTS, IF ANY

There is no material changes and commitments 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.

29 MATERIAL ORDERS BY GOVERNING AUTHORITIES

There were no significant or material orders passed by any governing authority of the Company including regulators, courts or tribunals which could impact the going concern status and Company''s operations in future.

30 OPERATIONS

Your Company''s operations were running smoothly during the year.

31 CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, provision of section 135 and Schedule VII of the Companies Act, 2013 pertaining to Corporate Social Responsibility are not applicable to our Company. Hence, details of expenditures on CSR activities are not required to be furnished.

32 RISK MANAGEMENT

Your directors are of the view that the Risk evaluation and management is an ongoing process within the Company as per the risk management policy established by the Board. During the year under review, a regular exercise on ''Risk Assessment and Management'' was carried out covering the various aspects of business operations.

In view of the activities of the Company the directors are of the opinion that the Company has two major inherent risks which may threaten the existence of the Company which are "default in re-payment of loans by the customers" and "risks associated in the equity market". However, the Company has followed the principal of assessing the risk and accordingly managing the business.

The Risk Management Committee constituted by the Board of Directors of the Company has framed and implemented a Risk Management Policy.

33 HUMAN RESOURCE-INITIATIVES

During the year under review, a lot of focus was given to engage employees at every level by conducting structured interactions and imparting information and knowledge with regards to the training given in AML/CFT areas which inter alia includes familiarization with the AML/CFT guidelines issued by the RBI from time to time. The management has also been pro-active in sharing the Company''s long term perspective and their role within the organization. New behavioural training programs were also introduced to widen the scope of learning and development activity.

34 LISTING OF SECURITIES

Presently, the Securities of the Company are listed on SME Platform of BSE Limited, Mumbai. The listing fee for the financial year 2018-19 has been paid.

35 ACKNOWLEDGEMENTS

Your directors would like to place their grateful appreciation for the assistance and co-operation received from the Company''s bankers during the year under review. The directors also acknowledge with appreciation the support and co-operation rendered by various Government Agencies and Departments. Your Directors would also wish to place on record their deep sense of appreciation for the continued support of all the investors of the Company.

By the Orders of the Board of Directors of

"Dhanuka Commercial Limited"

Place: Delhi Sd/-

Date: 17th May, 2018 Sanjeev Mittal

Chairman (ED & CFO)

DIN: 00078563

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 21st Annual Report and Audited Accounts of the Company for the year ended March 31, 2015.

1. FINANCIAL RESULTS:

Your Company's performance during the financial year 2014-15 is summarized below:

(Amount in Rupees) For the year For the year ended 31.03.2015 ended 31.03.2014 Rs. Rs.

Total Revenue from operation 22089115.00 13305632.75

Total Expenditure 22734650.02 11202467.25

Profit/(loss) from Ordinary activities before tax (645535.02) 2103165.50

Less: Tax Expenses 124222.00 483658.00

Net Profit/(loss) from Ordinary activities after tax (769757.02) 1619507.50

Add: balance brought forward 265649.08 (1014481.95)

Less: Provision for Standard Assets 78869.80 15474.47

Less: Statutory Reserves creation 0 323902.00

Less: Transfer from Fixed Asset 17143.00 0

Less: Provision for Proposed dividend 0 0

Less: Dividend Tax 0 0

Balance carried forward to Balance Sheet (600120.74) 265649.08

2. BUSINESS PERFORMANCE

The Company has not divisions therefore division wise working details are not applicable. The company has mainly engaged in the business of providing unsecured loans and dealing in securities market. The company has earned a net loss of Rs 769757.02/- as compared to last year's profit of Rs. 1619507.50/-. Depressed results are due to loss in securities market dealings. The company has doing well till the first half of the year but in second half the loss in securities market has wiped off the profit from the lending business.

3. SHARE CAPITAL

The paid up equity capital as on March 31, 2015 was Rs.167, 434,590. During the year under review, the Company has not issued bonus shares nor issued shares with differential voting rights nor granted stock options nor sweat equity and nor buy back its own securities.

During the year under review, the company has issued 44, 40,000 equity shares of face value of Rs. 10 each at fixed price of Rs. 10 per share to the public via IPO.

4. DIVIDEND:

Due to the loss of the company, your Board of Director's have not recommended any dividend for the financial year 2014-15.

5. RESERVES AND PROVISIONS

The amounts, which the Board carries to any reserves/provisions, are given below:-

As Per RBI Guidelines

Statutory Reserve Fund (SRF) @ 20% of Not created any sum towards Net Profit under Section 45-IC of the Statutory Reserve Fund as RBI Act 1934: - the company has loss during the year.

Net amount in SRF=Rs.665479/-

Provision for Standard Assets (PSA) Created Rs. 78869.80/- towards @ 0.25% on Standard Assets: - PSA.

Net amount in PSA=Rs. 416047.01/-

6. RBI GUIDELINES

Your Company has complied with all the applicable rules, regulations & guidelines as prescribed by the Reserve Bank of India from time to time and as are applicable to Non-deposit accepting, Non- Systematically Important NBFC's .

7. DEPOSITS

I. The details relating to deposits, covered under Chapter V of the Act,-

(a) accepted during the year; Nil

(b) remained unpaid or unclaimed as at the end of the year; Nil

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved- NA

(i) at the beginning of the year; Nil

(ii) maximum during the year; Nil

(iii) at the end of the year; Nil

II. The details of deposits which are not in compliance with the requirements of Chapter V of the Act; Nil

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Since, the company's main business activities are providing of loans and trading of securities of other companies and the company is registered with RBI as a Non-Banking Finance company hence the provisions of section 186 except sub section 1 of section 186 of the companies Act, 2013 read with Rule 11 & 13 of the Companies (Meetings of Board and its power) Rules, 2014 are not applicable to the company.

9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has a well-placed proper and adequate internal control system commensurate with the size and nature of its business. The Board has appointed Internal Auditors to more strengthen the internal control system. Internal Auditors directly reports to the Audit Committee or Board of Directors of the Company. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations.

The primary objective of the internal control system is to ensure that all its assets are safeguarded and protected and prevent any revenue leakage and losses to the Company. The Company has proper system of checking and/or review of functioning of the employees. Every employee has to report to his/her immediate boss. Audit Committee of the Board periodically reviews the functioning of the company to examine the adequacy and effectiveness of the internal control systems.

10. The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy:

(i) The steps taken or impact on conservation of energy; Nil

(ii) The steps taken by the company for utilizing alternate sources of energy; Nil

(iii) The capital investment on energy conservation equipments; Nil

Note: - The Company has not any manufacturing activities which require heavy consumption of energy. The company uses latest technology low energy consumption products in its office.

B) Technology absorption:

i. The efforts made towards technology absorption;-Nil

ii. The benefits derived like product improvement, cost reduction, product development or import substitution; -Nil

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

a) The details of technology imported;-Nil

b) The year of import; Nil

c) Whether the technology been fully absorbed; Nil

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; Nil and

iv. The expenditure incurred on Research and Development. Nil

Note: - In respect of the Nature of the Business of the company there was no requirement of any technology.

C) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows. -No Foreign Exchange is earned or spent by the company during the year under review.

11. Number of meetings of the Board of Directors

The Board has met 10 times during the year on 02-04-2014, 03-05-2014, 08-05-2014, 10-05-2014, 05- 06-2014, 21-07-2014, 28-08-2014, 12-11-2014, 15-12-2014 and 17/02/2015 of which meetings proper notices has been given.

12. Details of Subsidiary/Joint Ventures/Associate Companies

The company has not any subsidiary companies or joint venture companies or associate companies during the year under review. Also, there was no company which have become or ceased to be the subsidiaries/joint ventures/associate company (ies) during the year.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR provisions were not applicable on the company during the year under review.

14. Directors:

A) Changes in Directors and Key Managerial Personnel

Mr. Vinod Kumar Aggarwal has been re-designated as the Chief Financial Officer of the company as per the provisions of companies Act, 2013.

Mr. Surinder Kumar Bangia and Ms. Rajni Garg appointed as additional independent director by the board of directors in its meetings on 19/02/2014 and 03/05/2014 respectively had regularized in the last AGM. Mr. Sandeep Kumar Aggarwal, independent director of the company, had resigned from his office vide his resignation letter dated 09/07/2014 received on 10/07/2014.

Mr. Sanjeev Mittal appointed as a Non-executive Director/Chairman in the EGM held on 17/02/2014 being longest in tenure, is retiring by rotation in this AGM and being eligible, offered himself for reappointment as a Non-executive Director/Chairman liable to retire by rotation as per the provisions of Companies Act, 2013.

Mr. Mukesh Bansal appointed as an independent director in the EGM held on 17/02/2014 as per the provisions of companies Act 1956 and liable to retire by rotation in this AGM but due to the provisions of the Companies Act, 2013 (being an independent director) is no longer liable to retire by rotation and who is required to be appointed as an independent director under the provisions of Companies Act, 2013 and being eligible, the board has approved his reappointment as an independent director for 5 consecutive years as per provisions of Companies Act, 2013 subject to the approval of members in AGM.

B) Declaration by an Independent Director(s) and re- appointment, if any

All the independent directors have given declaration regarding their compliance of conditions of sub- section 6 of section 149 of the Companies Act, 2013 in the first board meeting of the FY 2014-15 as per the provisions of sub-section 7 of section 149 of the said Act. No independent director has been reappointed for second term on passing of a special resolution by the Company.

C) Formal Annual Evaluation

The Nomination & Remuneration Committee (hereinafter known as 'N & R Committee') has formulated a policy (approved by the board) on performance evaluation of the whole board, its committees, individual directors and KMP's. As per the Policy, performance evaluation of

* independent directors has been done by the whole board excluding the director being evaluated and submit its report to N & R Committee;

* whole board and non-independent directors including chairman has been done by independent directors and submit its report to N & R Committee;

* Committees of the board and KMP's have been done by the board of directors and submit its report to N & R Committee.

Specific questioner sheet has been set-up for performance evaluation of each category of persons mentioned above in the policy. N & R Committee reviews the reports of the Independent Directors and Board and accordingly, recommends the appointment/re-appointment/continuation of Directors to the Board. Based on the recommendation of N & R Committee, Board will take the appropriate action.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism for directors and employees to report genuine concerns of fraud & misconduct in the company and the vigil policy is uploaded on the website of the company www.dhanukacommercial.com . Further, the company has not received any protected disclosures as per the vigil policy framed by the board.

16. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

17. RELATED PARTY TRANSACTIONS:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto is disclosed in Form No. AOC -2 annexed as Annexure-A with this report.

18. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

Details of Managerial remuneration required pursuant to Section 197 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-B.

19. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure C".

20. AUDITORS AND AUDITORS'REPORT

The appointment of Statutory Auditors of the Company, M/s DSP & Associates, Chartered Accountants, (Firm Registration No. 006791N), who were appointed as Statutory Auditors by the members for four years in the last AGM, would be ratified in the ensuing Annual General Meeting.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

21. SECRETARIAL AUDIT REPORT

The Board had appointed M/s Grover Ahuja & Associates, Practicing Company Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013. The Report of the Secretarial Auditor is annexed to the Report as per Annexure 'D'.

22. LISTING WITH STOCK EXCHANGES:

The Company is listed on SME Platform of Bombay Stock Exchange Ltd. and confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE Ltd. where the Company's Shares are listed.

23. BUSINESS RISK MANAGEMENT:

Business risk evaluation and management is an ongoing process within the Company as per the risk management policy established by the board. During the year under review, a detailed exercise on 'Risk Assessment and Management' was carried out covering the entire gamut of business operations and the Board was informed of the same.

In view of the activities of the company the board has opinion that the company has two major inherent risks which may threaten the existence of the company are "default in payment of loans by the customers" and "risks associated in the equity market". However, the company has followed the principal of assessing the risk and accordingly managing the business.

24. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

Your company practices a culture that is built on core values and ethical governance practices and is committed to transparency in all its dealings. A Report on Corporate Governance along with a certificate from Secretarial Auditors M/s Grover Ahuja & Associates, Practising Company Secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 52 of the SME Listing Agreement entered by the company with the BSE Ltd. is annexed to this report and forms part of this report.

A detailed analysis of the Company's performance is discussed in the Management Discussion and Analysis Report, annexed to this report and forms part of this Report.

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

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. There were no complaints received from any employee during the financial year 2014- 2015 and hence no complaint is outstanding as on 31.03.2015 for redressal.

26. Other Details

* No Change in the nature of the business of the company during the year;

* No change of the name of the company during the year;

* No material changes has been occurred subsequent to the close of the financial year of the company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale/purchase of capital assets or destruction of any assets etc;

* No significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future;

* Refer Corporate Governance Report for details of Audit Committee; and

* Refer Corporate Governance Report for details of Nomination & Remuneration Committee.

* Refer Corporate Governance Report for details of Remuneration Policy.

27. Directors' Responsibility Statement

As required under the provisions contained in clause (c) of sub-section (5) of Section 134 of the Companies Act, 2013, your Directors hereby 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, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; 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.

28. ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank Regulatory and Government Authorities the Company's shareholders, investors, customers, bankers, and other stakeholders for their continued support to the company. Your Directors express their deep sense of appreciation towards all the employees and staff of the company and wish the management all the best for achieving greater heights in the future.

For and on behalf of the Board of Directors Dhanuka Commercial Ltd

-Sd- Chairman Sanjeev Mittal Date: 03-07-2015 Place: Delhi

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Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 20th Annual Report of the Company together with the audited financial statements for the year ended 31st March, 2014.

FINANCIAL RESULTS

The financial results for the year ended 31st March, 2014 are summarized below:

(Rs. in Lacs) YEAR ENDED YEAR ENDED PARTICULARS 31.03.2014 31.03.2013

Total Revenue from operation 133.06 124.38

Total Expenditure 112.03 107.63

Profit/(loss) from Ordinary activities before tax 21.03 16.75

Less: Tax Expenses 4.84 8.19

Net Profit/(loss) from Ordinary activities after tax 16.19 8.56

Paid-up equity share capital

(Face Value of the share Rs.10/-) 1,230.35 178.31

Reserves and Surplus* 227.26 1,263.26

*During the year Board has capitalize Rs. 10, 52, 03,490/- from Securities premium Account with the permission of the Shareholders for issue of fully paid bonus shares to the shareholders.

COMPANY''S PERFORMANCE

Under the challenging conditions of the economy like inflation, high fiscal deficit, lack of liquidity, policy uncertainty and currency volatility, it is very difficult to survive and expand to any business organization but still our company responds in very positive way and shows the growth of 89.03% in profit after tax as compared to last year and our revenue during the year under review increased by 6.98% to 133.06 Lacs.

DIVIDEND

With a view to strengthening the financial position of the company, Your Board of Director''s have not recommended any dividend for the financial year 2013-14.

RBI GUIDELINES

Your Company has complied with all the applicable regulations prescribed by the Reserve Bank of India from time to time. According to Section 45-IC of the Reserve Bank of India Act, 1934, every NBFC shall create a reserve fund and transfer therein a sum not less than 20% of its Net Profit every year as disclosed in the Statement of Profit and Loss Account and before declaration of dividend, your Board transfers a sum of Rs 3.24 Lacs to the Statutory Reserve maintained under Section 45 IC of the RBI Act, 1934.

The Reserve Bank of India vide its Notification No.-DNBS 223/CGM (US)-2011 dated 17.01.2011 has issued directions to all NBFC''s to make provision of 0.25% on standard assets. Accordingly, the company has made provision @ 0.25% on standard assets in accordance with RBI directions.

INTERNAL CONTROL

DCL has adequate internal control systems which provide reasonable assurance that the assets of the Company are safeguarded and transactions executed in accordance with the Management''s authorization which is properly recorded and accounted for. The Company''s internal control has strengthened post the induction of Mr. Sanjeev Mittal and Mr. Gopal Krishan Bansal directors of the company both by qualification Chartered Accountants having immense experience, supported by efficient staff of the organization. To more strengthen the internal control system and to comply with the section 139 and 204 of the Companies Act, 2013, the Board has appointed Internal and Secretarial auditors respectively to periodically review the internal control systems and verify their effectiveness and coverage. The internal audit and secretarial audit is conducted by professionals external to the Company. The internal auditor is M/s Naresh K. Sharma & Associates, Chartered Accountants and Secretarial Auditor is M/s Grover Ahuja & Associates Practising Company Secretaries. The internal audit report will help the Management to identify areas which need to be attended to and those which require compliance with statutory requirements.

CORPORATE EVENTS

1. Share Capital

During the year under review, the Authorised Share Capital of the Company is increased to Rs 17,00,00,000/- (Rs. Seventeen Crore) from Rs. 1,80,00,000/- (Rs. One Crore Eighty Lacs only) by alteration in Capital Clause of Memorandum of Association in its Extra-ordinary General Meeting held on 31st day of December, 2013. The Board of Directors of the Company, with the approval of the shareholders, allotted 1, 05, 20,349 fully paid-up equity Shares as Bonus shares to existing Equity Shareholders in proportion to their shareholding by capitalizing Securities Premium Account to the extent of Rs. 10,52,03,490/-.

2. Change of Registered Office

During the year under review, the company has shifted its registered office from the state of Kolkata (West-Bengal) to Delhi by passing special Resolution in the Extra-ordinary General Meeting and pursuant to order of Regional Director (North-eastern Region) Kolkata Bench dated 10th October, 2013.

3. LISTING OF SHARES

Your company has got listed on the SME platform of BSE Ltd (Stock Exchange) vide exchange''s letter dated 10th June 2014 and trading of shares of the company started from 11th June, 2014.

PUBLIC DEPOSITS

During the year under report, your Company did not accept any deposits from public in terms of the provisions of Section 58A of the Companies Act, 1956 and the rules there under and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of Balance Sheet.

DIRECTORS

Mr. Gopal Krishan Bansal appointed as an additional director by the Board of Directors in their meeting held on 25th day of January 2014 was appointed as regular director in the Extra-ordinary General Meeting held on 17th day of February 2014 whose period of office is liable to retire by rotation.

Mr. Mahesh Kumar Dhanuka director of the company was appointed as Managing Director of the company in the Extra-ordinary General Meeting held on 17th day of February 2014.

Mr. Sanjeev Mittal as Chairman cum Director and Mr. Mukesh Bansal & Mr. Sandeep Kumar Aggarwal both as Independent Directors, all were appointed as regular directors by the company in the Extra- ordinary General Meeting held on 17th day of February 2014 whose period of office is liable to retire by rotation. Hence, Mr. Gopal Krishan Bansal is retiring by rotation in the ensuing Annual General Meeting and being eligible offered himself for reappointment.

Mr. Surinder Kumar Bangia and Ms. Rajni Garg both appointed as an additional directors by the Board of Directors in their meeting held on 19th day of February, 2014 and 03rd day of May 2014 respectively pursuant to the Provisions of the Section 161 of the Companies Act, 2013. Both are retiring in the ensuing Annual General Meeting and being eligible offered himself/herself for reappointment.

Mr. Vinod Kumar Aggarwal and Mr. Sandeep Kumar Aggarwal both the directors of the company resigned on 19th day of February 2014 and 09th day of July 2014 respectively. The Board Members placed on record their deep sense of gratitude and appreciation for the invaluable contribution and guidance provided by them.

COMMITTEES OF DIRECTORS

The Board of Directors has aligned the existing Committees of the Board with the provisions of the Companies Act, 2013. Accordingly, the Company has renamed its existing Remuneration & Compensation Committee as "Nomination & Remuneration Committee" and has delegated to it powers as required under section 178 of the Act. The existing Shareholder''s/Investor''s Grievance and Share Transfer Committee have been renamed as "Stakeholders Relationship Committee".

The scope of Audit Committee has also been widened so as to bring it in accordance with the requirement of Section 177 of the Companies Act, 2013.

AUDITORS

M/s DSP & Associates, Chartered Accountants, [Firm Registration No: 006791N] the Statutory Auditor of the Company, hold office in accordance with the provisions of the Act up to the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and analysis Report for the year under review as stipulated under Clause 52 of the SME Listing Agreement, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance as stipulated under Clause 52 of the SME Listing Agreement forms part of the Annual Report.

The requirement of Certificate from the Statutory Auditors M/S DSP & Associates, Chartered Accountants, regarding compliance with the conditions of the Corporate Governance as stipulated under Clause 52 of the SME Listing Agreement with stock Exchange was not applicable to the company as the company was not listed during the year under review.

Your company has taken adequate steps for strict compliance with the Corporate Governance guidelines, as amended from time to time.

The Company has established a Vigil Mechanism as required under section 177 of the Companies Act, 2013 and has framed the "Whistle Blower Policy" for implementation thereof.

PARTICULARS OF EMPLOYEES

The company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under the provisions contained in Section 217(2AA) of the Companies Act, 1956 ("the Act"), your Directors hereby confirm that:

1. In the preparation of Annual Accounts for the financial year 2013-14, the applicable Accounting Standards have been followed and there are no material departures;

2. 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 financial year and of the profit of the Company for financial year;

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

4. The annual accounts have been prepared on a going concern basis.

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

Since the Company does not carry on manufacturing activities, disclosure requirements under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1956 in this connection are not applicable. However, your Company, being a responsible corporate citizen, has been taking various measures for reducing the energy consumption.

Total Foreign Exchange Earned: NIL Total Foreign Exchange Expended: NIL

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank Regulatory and Government Authorities the Company''s share holders, investors, customers, bankers, and other stakeholders for their continued support to the company. Your Directors express their deep sense of appreciation towards all the employees and staff of the company and wish the management all the best for achieving greater heights in the future.

For and on Behalf of the Board of Directors -Sd-

(SANJEEV MITTAL)

CHAIRMAN