Directors Report of TruCap Finance Ltd.

Mar 31, 2025

Your directors are pleased to present the 31^st Annual Report
along with the Audited Standalone and Consolidated
Financial Statements of TruCap Finance Limited
(“Company”) for the financial year ended March 31, 2025
(“Report”).

The equity shares of your Company are listed on BSE
Limited (“BSE”) and National Stock Exchange of India
Limited (“NSE”). The Company is registered with the
Reserve Bank of India (“RBI”) as a Non-Deposit accepting
Non-Banking Financial Company (“NBFC”). Further, as
per the Master Direction-Reserve Bank of India (Non¬
Banking Financial Company - Scale Based Regulation)
Directions, 2023, dated October 19, 2023, as amended,
issued by the RBI (“Master Direction"), based on the asset
size, as on March 31, 2025, the Company falls under the
Base Layer and accordingly is required to comply with

the regulations as are applicable for NBFC-Base Layer.
Additionally, during the year under review, the Company
has been registered as Corporate Agent (Composite) with
the Insurance Regulatory Development Authority of India
(“IRDAI”) under the Insurance Regulatory and Development
Authority Act, 1999, as amended (“IRDAI Act”) read with
Insurance Regulatory and Development Authority of India
(Registration of Corporate Agents) Regulations, 2015
(“IRDAI Regulations”)

Pursuant to the applicable provisions of the Companies
Act, 2013 read with applicable circulars (including any
statutory modification(s) or re-enactment(s) thereof, for
time being in force) (“Act”), the Securities and Exchange
Board of India (“SEBI”) (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended (“Listing
Regulations”), Master Direction, and other applicable
circular(s)/notification(s) issued by RBI, IRDAI Act and IRDAI
Regulations, this Report covers the financial statements and
other developments in respect of the Company, during the
financial year ended March 31, 2025 and up to the date of
the Board Meeting held on August 14, 2025, approving this
Report.

Financial Highlights

A summary of the financial performance of the Company, on standalone and consolidated basis, for the financial year 2024¬
25 as compared to the previous financial year 2023-24 is given below:

(^ in lakhs)

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Gross Total Income	19,955.93	18,284.39	19,925.61	18,200.54
Profit before finance cost, depreciation, exceptional items	5,521.64	9,937.59	9,297.52	9,918.62
Finance Cost	9,869.12	7,869.24	9,869.12	7,869.24
Depreciation	4,772.90	926.03	7,279.66	830.20
Profit before exceptional items	(7,116.12)	1,142.32	(7,851.26)	1,219.18
Exceptional items	-	-	-	-
Profit before tax	(7,116.12)	1,142.32	(7,851.26)	1,219.18
Less: Taxation - Current tax	-	250.99	-	250.99
Less: Deferred Tax	(1,220.64)	(335.02)	(1,220.25)	(332.67)
Less: Short or excess provision for income tax	29.52	130.04	29.52	130.04
Net profit for the year	(5,925.00)	1,096.31	(6,660.53)	1,170.82
Add: Other Comprehensive Income	(45.42)	(6.93)	(44.96)	(6.92)
Total Comprehensive Income	(5,970.42)	1,089.38	(6,705.49)	1,163.90
Add: Balance brought forward from the previous year	1,817.91	992.56	2,573.57	1,674.20
Balance available for appropriation	(4,152.51)	2,081.94	(4,131.92)	2,838.10
Transferred to Statutory Reserves under Section 45IC of the Reserve Bank of India Act, 1934	-	232.78	-	232.78
Other Addition/(Deletion) (Net)	990.20	(31.25)	990.20	(31.76)
Balance to be carried forward	(3,162.31)	1,817.91	(3,141.72)	2,573.57
Basic Earnings Per Share (EPS) (^)	(5.07)	0.94	(5.70)	1.00
Diluted EPS (^	(5.07)	0.93	(5.70)	0.99
Proposed Dividend on equity shares of ^2/- each	-	11.69	-	11.69

Note: Previous period''s figures have been regrouped/rearranged wherever necessary.

The financial statements are prepared in accordance with the
Act read with Schedule III of the Act and in accordance with
the Indian Accounting Standards and relevant provisions of
the Listing Regulations, Master Direction for the financial
year ended March 31, 2025 and IRDAI Act read with IRDAI
Regulations, and forms part of this Annual Report and are
also available on the website of the Company i.e., www.
trucapfinance.com.

Review of Business Operations and State of Affairs
of the Company

During the year under review, the Company''s total income,
on a consolidated basis, amounted to ^ 19,955.93 lakhs
compared to ^ 18,284.39 lakhs in the previous year and total
income, on a standalone basis, amounted to ^ 19,925.61
lakhs compared to ^ 18,200.54 lakhs in the previous year.
Loss before tax on a consolidated basis stood at ^ 7,116.12
lakhs compared to profit of ^ 1,142.32 lakhs in the previous
year and loss after tax on consolidated basis stood at
^ 5,925.00 lakhs compared to profit of ^ 1,096.31 lakhs in
the previous year.

There has been an increase in the operating expenses from
^ 9,110 lakhs in the financial year ended March 31, 2024
to ^ 18,557.71 lakhs during the financial year ended March
31, 2025, which was largely due to operating expenditure,
provision on loans, impairment on assets and building the
branch network.

Change in Nature of Business

The Company primarily operates as a non-banking financial
company registered with the RBI and is into the business of
lending against the collateral of gold, loan to MSME sector
through unsecured business loans etc. Further, foreseeing
the benefits of acting as a corporate agent for the insurance
companies by cross selling the insurance products to its
borrowers, the Company has, on December 18, 2024,
additionally obtained certificate of registration to act as a
Corporate Agent (Composite) from the IRDAI.

Shifting of Registered Office Address of the
Company

The Board of Directors have, approved change in
registered office address of the Company, within the
local limits of the town or city from A-Wing, 3^rd Floor, D. J.
House, Old Nagardas Road, Andheri (East), Mumbai-400
069 to 4^th Floor, A Wing, D.J. House, Old Nagardas Road,
Andheri (East), Mumbai-400 069, with effect from April
26, 2025.

Material changes and commitments affecting
financial position between end of the financial year
and date of this Report

Save for the strategic initiatives detailed below, there
have been no material changes or commitments that may
significantly affect the financial position of the Company
between the end of the financial year and the date of this
Report.

Strategic Initiatives

The Board of Directors have at its meeting held on May
26, 2025, inter alia, approved the execution of definitive
agreements with Marwadi Chandarana Intermediaries
Brokers Private Limited, belonging to Marwadi Chandarana
Group (“MCG”) and the existing promoters and members of
promoters group for:

a. Subscription to 11,56,80,000 equity shares and
9,37,00,000 convertible warrants for a total
consideration of ^ 206.87 crores through preferential
issue by execution of securities subscription
agreement (“Primary Acquisition”).

b. Acquisition of 3,68,00,220 equity shares of the
Company from the existing promoter and promoter
group through a share purchase agreement
(“Secondary Acquisition”).

The Primary Acquisition and Secondary Acquisition has
triggered an open offer under SEBI (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011, as amended
and are subject to regulatory approvals, including from the
Reserve Bank of India. For the Primary Acquisition, the
Company obtained approval from the shareholders of the
Company on June 25, 2025. Further, the Company is seeking
approval from regulatory authorities, stock exchanges and
other corporate approvals required for the proposed change
of control/open offer and change of management.

Further, upon completion of the open offer and the proposed
transactions, and fulfilment of certain conditions precedent
by the existing promoters, MCG will become the new
promoter of the Company, and the existing promoters will
be reclassified as public shareholders in accordance with
Listing Regulations.

Further, the Board of Directors had approved execution
of term sheet with InCred Financial Services Limited
(“Incred”) for slump sale of gold loan business (along with
its respective assets and liabilities) (“Proposed Slump
Sale”), subject to approval of shareholders of the Company
and other corporate approvals, as required and specified
in term sheet. The Shareholders of the Company had,
pursuant to the provisions of Section 180(1)(a) of the Act
read with applicable rules and Regulation 37A of the Listing
Regulations, approved the Proposed Slump Sale through
e-voting by way of postal ballot on April 10, 2025. However,
due to certain factors which were outside the control of both
the parties, the term sheet was mutually terminated by both
the parties.

The Promoters and the Board is of the view that the
termination of the proposed slump sale of gold loan business
and the acquisition of a controlling stake in the Company
by MCG is poised to bring several strategic and operational
benefits to the Company, which will directly support its
next phase of growth. This change in control will mark a
significant milestone in the Company''s journey and will
result in a stronger balance sheet with formidable access
to capital for sustainable growth in future years. With a

network of 122 branches spread largely across Tier 2, Tier
3 and Tier 4 towns, the Company will continue to focus
on enhancing growth, profitability and capital efficiency
through Gold Loans, MSME Business Loans, etc.

Co-Lending and Business Correspondent model

In order to provide greater operational flexibility to banks and
NBFCs for reaching out to priority sector, a revised scheme,
renamed as co-lending model (CLM) was introduced by
the RBI effective November 05, 2020. The primary focus
of the co-lending scheme is to improve the flow of credit
to the unserved and underserved sectors of the economy
and make available funds to the ultimate beneficiary at an
affordable cost, considering the comparative advantage of
lower cost of funds of banks and greater reach of NBFCs.
Taking benefit of banks'' low-cost funding and leveraging
the extensive reach and presence of the Company in the
northern and western geographies of India, as on March 31,
2025, the Company has entered into strategic alliances with
5 leading public and private sector banks and 7 financial
institutions for Co-Lending and Business Correspondent
arrangements.

As on March 31, 2025, the overall AUM through co-lenders
model stood at ^ 433 crores (including loan against collateral
of Gold) which was at 42.00% of the total AUM as on March
31, 2025.

Transfer to Statutory Reserve Fund

During the financial year ended March 31, 2025, the
Company has incurred losses and accordingly, in terms
with the Section 45-IC(I) of the RBI Act, 1934, the
Company is not required to transfer funds to the Statutory
Reserve Fund.

Credit Rating

During the year under review and till the date of this
Report, there were notable developments in the credit
ratings assigned to the Company by various credit rating
agencies.

As on March 31, 2025, the ratings assigned by the credit
rating agencies were as below:

a. CARE BBB- (RWD) from CARE Ratings Limited
(“CARE”) for Long Term Bank Facilities and
Debentures,

b. CareEdge B-/Credit Watch with Developing
Implication from CareEdge Global IFSC Limited
(“CareEdge Global”) for the Bonds; and

c. IVR BBB / RWDI (IVR Triple B with Rating Watch with
Developing Implications) from Informerics Valuation &
Rating Private Limited (“Informerics”) for fund based
bank facilities and Debentures

Although on June 03, 2025, Informerics reaffirmed its
rating of IVR BBB / RWDI (Rating Watch with Developing
Implications), however on June 04, 2025, CARE downgraded
the ratings of the Company from CARE BBB- to CARE BB

(Rating Watch with Developing Implications), which was
due to large write-offs in the last quarter of the financial
year ended March 31, 2025..

Further, CARE, Infomerics and CareEdge Global IFSC
Limited has, on July 18, 2025, July 19, 2025 and July 23,
2025, downgraded the credit rating of the Company to
CARE D, IVR C/RWDI and CareEdge CCC respectively.

Dividend on Equity Shares

Pursuant to the provisions of Regulation 43A of the Listing
Regulations and circular issued by RBI on declaration
of dividends by NBFCs on June 24, 2021, as amended,
the Company has formulated and adopted a Dividend
Distribution Policy approved by the Board of Directors of the
Company (“Policy”).

The Policy is annexed as Annexure - I to this Report and the
same is also available on the website of the Company i.e.,
www.trucapfinance.com and link is https://trucapfinance.
com/wp-content/uploads/Dividend-Distribution-Policy-
Final.pdf.

In line with the principles of prudent financial management
and in compliance with the applicable provisions of the Act,
the Company has considered it appropriate to conserve its
resources and not declare dividends for the financial year
ended March 31, 2025. Retaining earnings during this
period will support the Company in maintaining liquidity,
strengthening its financial position, and ensuring operational
continuity. The Board remains focused on improving
business performance and is committed to resuming
dividend payouts once the financial position stabilizes and
profitability is restored.

Debentures

During the year under review and till the date of this Report,
the Company has allotted 6,350 Listed Non-Convertible
Debentures having face value of T1,00,000/- each total
aggregating to T6,350 Lakhs (“Listed NCDs”) on private
placement basis and the same are listed on wholesale debt
market of BSE. As on the date of this Report, the total Listed
Non-Convertible Debentures stood at 11,950 having face
value of T 1,00,000/- each total aggregating to T11,950
Lakhs and 35 unlisted Non-Convertible Debentures having
face value of ^1,00,00,000/- each (“Unlisted NCDs”) of the
Company total aggregating to T 3,500 lakhs.

(Unlisted NCDs and Listed NCDs are collectively referred to as
(“Debentures”)).

Additionally, during the year under review, the Company
has availed external commercial borrowings by allotment
of 1,000 secured, United States Dollar denominated bonds
of face value of USD 10,000 (United States Dollar Ten
Thousand only) each, aggregating up to USD 10,000,000
(United States Dollar Ten Million only) (“Bonds”). The Bonds
are listed on global securities market platform of India
International Exchange (India INX).

During the year under review, the Company has made
timely payment of its interest and redemption of principal

obligations pertaining to Listed NCDs, Unlisted NCDs and
Bonds respectively.

Further, based on loss reported for the financial year
ended March 31, 2025, which was largely due to write¬
offs taken as a prudent and conservative provisioning
and write-off policy of the Company, CARE downgraded
the ratings of the Company from CARE BBB- to CARE
BB (Rating Watch with Developing Implications), on
June 04, 2025, resulting in accelerated redemption of
the Listed NCDs under 6 ISINs, leading to immediate
liquidity requirements in the Company. However, due
to non-receipt of committed funds for such accelerated
redemption of the Debentures, the Company has not been
able to fulfil its obligation towards accelerated repayment
of principal and/or interest towards these Debentures on
the accelerated due dates. Your Company is committed
to honour and fulfil its payment obligations towards the
Debentures and has actively taken steps to find a viable
solution. Till the date of this Report, the Company has re¬
paid 70% of the total principal obligation on pro-rata basis
towards the accelerated repayment of Debentures and
is committed to repay the balance 30% of the principal
obligation along with the interest on reducing balance
towards the Debentures by end of October, 2025.

As on the date of this report, the Company has outstanding
Debentures of T 6,318.52 lakhs and outstanding listed Bonds
of T 8,404.00 lakhs.

The details of the Debenture Trustee of the Company for the
aforesaid Debentures and Bonds are as under:

Catalyst Trusteeship Limited

GDA House, 1^st Floor,

Plot No. 85, S. No. 94 & 95,

Bhusari Colony (Right), Kothrud, Pune - 411 038.

Website: https://catalysttrustee.com/

Share Capital of the Company

As on March 31, 2025, the total paid up equity share
capital of the Company was T 23,37,98,742/- divided into
11,68,99,371 equity shares having face value of T 2/- each.
Further, the Board of Directors have at their meeting held
on May 26, 2025 approved allotment of 19,62,500 equity
shares upon exercise of ESOPs by eligible ESOP holders.
Consequently, as on the date of this Report, the paid-up
equity share capital of the Company is T 23,77,23,742
comprising of 11,88,61,871 equity shares having face value
of T2/- each.

The movement of equity share capital during the financial year ended March 31, 2025, till the date of this Report is as under:

(Amount in T)

Particulars	No. of equity shares allotted	Cumulative Outstanding capital (No. of equity shares * face value of ^ 2/- each)
Number of shares/Capital at the beginning of the year i.e. April 01, 2024	11,68,99,371	23,37,98,742
Number of shares/capital at the end of the year i.e. March 31, 2025	11,68,99,371	23,37,98,742
Add: Allotment of shares to employees on May 26, 2025, pursuant to exercise of options granted under Employee Stock Option Plan 2018.	19,62,500	23,77,23,742
Number of shares/capital as on date of the Report i.e. August 14, 2025	11,88,61,871	23,77,23,742

Further, the shareholders of the Company, on
recommendation of the Board of Directors of the Company,
have amended the capital clause of the Memorandum of
Association of the Company. Accordingly, as on the date of
this Report, the Authorized Share Capital of the Company
stood at T 75,00,00,000/- (Rupees Seventy-Five Crores)
comprising of 37,50,00,000 equity shares having face value
of T 2/- each.

Further, as on March 31, 2025, 55,74,912 convertible
warrants having face value of T 2/- each at an issue
price of T 71.75/- each for an aggregate consideration of
T 39,99,99,936/- convertible warrants, and as on the date
of this Report, additional 65,42,372, convertible warrants
having face value of T 2/- each at an issue price of T 73.75/-
each for an aggregate consideration of T 48,24,99,935/-
issued to non-promoter category on preferential basis
stands cancelled since the warrant holder(s) holding these
warrants have voluntarily waived their right to exercise
conversion of such convertible warrants. Accordingly, as
on March 31, 2025, the consideration of T 9,99,99,984/-

(representing 25% of the total consideration) received by
the Company from the respective warrant holder(s) holding
55,74,912 warrants has been forfeited, and as on the date
of this Report, additional T12,06,24,984 (representing 25%
of the total consideration) received by the Company from the
respective warrant holder(s) holding 65,42,372 warrants has
been forfeited, in accordance with the terms of the warrants
and the provisions of Regulation 169(3) of Chapter V of SEBI
(Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended (“ICDR Regulations”).

Further, the Shareholders of the Company have at its extra
ordinary general meeting held on June 25, 2025, upon
recommendation of the Board of Directors of the Company,
approved raising of funds up to T 206.7 Crores, rounded off,
by way of issuance of:

(a) Up to 11,56,80,000 equity shares having face value
of T 2/- each, at an issue price of T9.88/- per share
(inclusive of premium of T 7.88/-) aggregating to
T 114.1 Crores on preferential basis; and

(b) Up to 9,37,00,000 convertible warrants having face
value of ^ 2/- each, at an issue price of ^ 9.88/- per
warrant (inclusive of premium of ^ 7.88/-) (“Acquirer
Warrants”) on preferential basis, convertible into
equivalent number of equity shares having face value
of ^ 2/- each at a conversion price of ^ 9.88/- (Rupees
Nine and Paise Eighty-Eight only) per equity share,
aggregating to ^ 92.6 Crores. The Acquirer Warrants
can be exercised anytime post completion of four (4)
months from the date of allotment but before expiry of
18 (eighteen) months from the date of such allotment
of Acquirer Warrants, in terms of ICDR Regulations.

The aforesaid fund raising is subject to regulatory and other
corporate approvals and is currently under process.

Since the year ended March 31, 2025, the Shareholders of
the Company have, at its extra ordinary general meeting
held on June 25, 2025, upon recommendation of the
Nomination and Remuneration Committee and the Board
of Directors of the Company, approved the cancellation and
termination of the below:

i. DFL ESOP Scheme 2021; and

ii. TruCap Employee Retention Plan
Public Deposits

The Company is registered with RBI as a Non-Deposit
accepting NBFC. Further, pursuant to the provisions of

para 2 of the Master Direction - Non-Banking Financial
Companies Acceptance of Public Deposits (Reserve Bank)
Directions, 2016, as amended, the Board of Directors have
confirmed that during the financial year ended March 31,
2025, the Company has not accepted public deposits as
defined under the Reserve Bank of India Act, 1934 and will
not accept public deposits during the financial year 2025¬
26 without prior written approval of RBI.

Board of Directors

The Company recognizes that board diversity plays a vital
role in driving its success and strengthening governance.
A well-balanced mix of executive, non-executive, and
independent directors—including an independent

woman director—ensures robust oversight and strategic
direction. The Board''s composition fully complies with
the requirements of the Act and Listing Regulations. It
comprises highly respected individuals known for their
integrity, expertise, and leadership capabilities. In addition
to their rich experience and sound financial judgment,
the Directors demonstrate strong strategic insight and a
deep commitment to the Company, dedicating ample time
towards meetings and related responsibilities.

As on March 31, 2025 and as on the date of this Report, the
Board of Directors of the Company comprises of the following
directors:

Sr. No.	Name of the Director	DIN	Designation
1.	Mr. Krishipal Raghuvanshi	07529826	Independent Director
2.	Mr. Nirmal Vinod Momaya	01641934	Independent Director
3.	Ms. Abha Kapoor	01277168	Independent Director
4.	Mr. Rajiv Kapoor	08204049	Non-Executive Non-Independent Director
5.	Mr. Atwood Porter Collins	09239511	Non-Executive Non-Independent Director
6.	Ms. Rushina Mehta	01042204	Non-Executive Non-Independent Director
7.	Mr. Rohanjeet Singh Juneja	08342094	Managing Director & Chief Executive Officer

During the financial year ended March 31, 2025, and till
the date of this Report, there were following changes in the
composition of the Board of Directors of the Company:

(a) Ms. Geetu Gidwani Verma (DIN: 00696047), resigned
as an Independent Director of the Company, with
effect from close of business hours of October 04,
2024 due to her pre-occupations; and

(b) Mr. Rakesh Sethi (DIN: 02420709), Independent
Director and Chairperson of the Company, completed
his term of 5 (Five) consecutive years on October 14,
2024, and hence with effect from close of business
hours of October 14, 2024, he ceased to be the
Director of the Company.

All the Directors of the Company have confirmed that they
are not disqualified to act as Director in terms of Section
164 of the Act.

The tenure of appointment of Mr. Rohanjeet Singh Juneja as
Managing Director and Chief Executive Officer expires on
December 16, 2025. Further, the Board of Directors have,
on recommendation of the Nomination and Remuneration
Committee, approved and recommended to the Members
of the Company at the ensuing Annual General Meeting,
the re-appointment of Mr. Rohanjeet Singh Juneja (DIN:
08342094) as Manging Director & Chief Executive Officer
of the Company for a further period of 3 years starting from
December 16, 2025 to December 17, 2028 (both days
inclusive), liable to retire by rotation.

In accordance with the provisions of Section 152(6) of the Act,
Ms. Rushina Mehta, Non-Executive Non-Independent Director
of the Company, is liable to retire by rotation at the ensuing AGM
and, being eligible, has offered herself for re-appointment. The
Board of Directors of the Company recommends the same
for the approval of the Members of the Company.

The notice convening the AGM includes brief information
and proposal for re-appointment of Mr. Rohanjeet Singh
Juneja as Managing Director and Chief Executive Officer
and Ms. Rushina Mehta as Director of the Company.

Declaration by Independent Directors

Pursuant to the provisions of Section 149(7) of the Act,
the Independent Director(s) have submitted declarations
confirming that they meet the criteria of independence
as provided in Section 149(6) of the Act along with rules
framed thereunder and Regulation 16(1)(b) of the Listing
Regulations. There has been no change in the circumstances
affecting the status as Independent Directors of the
Company during the financial year ended March 31, 2025.

Further, the Company has obtained the certificate from
M/s. U. Hegde & Associates, Practicing Company Secretaries,
pursuant to Regulation 34(3) and Clause 10(i) of Para C of
Schedule V of the Listing Regulations confirming that none
of the Directors on Board of the Company as on March
31, 2025, have been debarred or disqualified from being
appointed or continuing as director of the Company by
SEBI/MCA or any such statutory authority. The aforesaid
certificate is annexed to the Corporate Governance Report
which forms part of the Annual Report.

Meetings of the Board

During the financial year ended March 31, 2025, the Board
met 6 (Six) times The details of the meeting(s) of the Board of
Directors of the Company held during the financial year 2024¬
25 and attendance of the Directors are included in the Corporate
Governance Report which forms part of the Annual Report.

Composition of Committees of Board

The Board has various board level committees constituted
in accordance with the applicable provisions of the Act and
Listing Regulations.

(a) Audit Committee

The composition of the Audit Committee as on March
31, 2025 and as on the date of this Report, is given
below:

Sr. No.	Name of the Member	Designation
1.	Mr. Krishipal	Independent Director,
	Raghuvanshi	Chairperson
2.	Mr. Nirmal Vinod	Independent Director,
	Momaya	Member
3.	Mr. Rajiv Kapoor	Non-Executive Non¬ Independent Director, Member

Note: Mr. Rakesh Sethi, Independent Director, ceased
to be the Member of the Audit Committee with effect
from October 14, 2024 consequent to cessation of his
tenure as an Independent Director.

The composition, role, terms of reference and powers
of the Audit Committee are in conformity with the
requirements of the Act and the Listing Regulations
and the same have been provided in the Corporate
Governance Report which forms part of the Annual
Report.

During the year under review, the Audit Committee
met and discussed various matters including financials,
internal audit reports and statutory audit reports.
During the period under review, the Board of Directors
of the Company accepted all the recommendations of
the Audit Committee.

The details with respect to the meeting(s) of Audit
Committee held during the year under review and
quorum are provided in the Corporate Governance
Report which forms part of the Annual Report.

(b) Nomination and Remuneration Committee

The composition of the Nomination and Remuneration
Committee as on March 31, 2025, and as on the date
of this Report, is given below:

Sr. No.	Name of the Member	Designation
1.	Ms. Abha Kapoor	Independent Director, Chairperson
2.	Mr. Krishipal	Independent Director,
	Raghuvanshi	Member
3.	Mr. Nirmal Vinod	Independent Director,
	Momaya	Member

Note: The Board of Directors vide circular resolution
passed on October 11, 2024, re-constituted

the Nomination & Remuneration Committee by
appointing Mr. Krishipal Raghuvanshi, Independent
Director of the Company, as member of Nomination &
Remuneration Committee.

The composition, terms of reference and powers of
the Nomination and Remuneration Committee are
in conformity with the requirements of the Act and
Listing Regulations and the same have been provided
in the Corporate Governance Report which forms part
of the Annual Report.

The Company has formulated a policy on Appointment
and Evaluation of Directors and the Board, that
includes the terms of reference of the Nomination and
Remuneration Committee and the same is hosted on
the website of the Company i.e., www.trucapfinance.
com.

The details with respect to the meeting(s) of
Nomination and Remuneration Committee held during
the year under review and quorum are provided in the
Corporate Governance Report which forms part of the
Annual Report.

(c) Stakeholders Relationship Committee

The composition of the Stakeholders Relationship
Committee as on March 31, 2025, and as on the date
of this Report is as below:

Sr. No.	Name of the Member	Designation
1.	Mr. Rajiv Kapoor	Non-Executive Non¬ Independent Director, Chairperson
2.	Mr. Krishipal	Independent Director,
	Raghuvanshi	Member
3.	Mr. Rohanjeet Singh	Managing Director
	Juneja	& Chief Executive Officer, Member

The composition, role, terms of reference and powers
of the Stakeholders Relationship Committee are in
conformity with the requirements of the Act and
Listing Regulations and the same have been provided
in the Corporate Governance Report which forms part
of the Annual Report.

The details with respect to the meeting(s) of the
Stakeholders Relationship Committee held during
the year under review, quorum and status of
investors'' complaints are provided in the Corporate
Governance Report which forms part of the Annual
Report.

(d) Risk Management and Strategy Committee

During the year under review and as on the date of
this Report, the Company is not in top 1000 listed
companies based on market capitalization as on
March 31, 2024 and December 31, 2024, either on
BSE and NSE and accordingly the Company is not
required to constitute risk management committee as
per Listing Regulations. However, since the Company
is a registered NBFC, the Company has constituted
Risk Management and Strategy Committee as per
applicable Master Directions.

The composition of the Risk Management and
Strategy Committee as on March 31, 2025, and as on
the date of this Report is as follows:

Sr. No.	Name of the Member	Designation
1.	Mr. Rajiv Kapoor	Non-Executive Non¬ Independent Director, Chairperson
2.	Mr. Nirmal Vinod	Independent Director,
	Momaya	Member
3.	Mr. Rohanjeet Singh	Managing Director
	Juneja	& Chief Executive Officer, Member

Note: Upon cessation of tenure of Mr. Rakesh
Sethi as an Independent Director of the Company

with effect from close of business hours of October
14, 2024, the Board of Directors at its meeting
held on November 04, 2024, re-constituted the
Risk Management and Strategy Committee by
designating Mr. Rajiv Kapoor, Non-Executive
Non Independent Director of the Company, as
Chairperson of the Risk Management and Strategy
Committee.

The composition, role, terms of reference and powers
of the Risk Management and Strategy Committee are
in conformity with the requirements of the Master
Direction. Further, the details with respect to the
meeting(s) of the Risk Management and Strategy
Committee held during the year under review and
quorum, along with the terms of reference, have been
provided in the Corporate Governance Report which
forms part of the Annual Report.

(e) Corporate Social Responsibility Committee

The composition of the Corporate Social Responsibility
(“CSR”) Committee as on March 31, 2025, and as on
the date of this Report, was as follow:

Sr. No.	Name of the Member	Designation
1.	Ms. Abha Kapoor	Independent Director, Chairperson
2.	Mr. Rajiv Kapoor	Non-Executive Non¬ Independent Director, Member
3.	Mr. Rohanjeet Singh	Managing Director
	Juneja	& Chief Executive Officer, Member

The composition, role, terms of reference and powers of the
CSR Committee are in conformity with the requirements
of the Act. Further, the details with respect to meeting(s)
of the CSR Committee held during the year under review
and quorum along with the terms of reference have been
provided in the Corporate Governance Report which forms
part of the Annual Report.

Apart from the aforesaid committee(s), details with respect
to the other committee(s) constituted by the Board/
Committee(s) are included in the Corporate Governance
Report forming part of the Annual Report.

Board Evaluation

Pursuant to the provisions of the Act and Listing
Regulations, the Company has devised Appointment and
Evaluation Policy comprising of parameters and criteria with
respect to evaluation of performance of the Independent
Directors, Board of Directors, Committee(s) and other
individual Directors which includes evaluation of the Non¬
Executive Directors and Executive Director. A structured
questionnaire was prepared after taking into consideration
various aspects such as performance of specific duties,
obligations, Board''s functioning, composition of the Board

and its committees, culture and governance and circulated
to the Board Members. The performance evaluation of the
Chairperson, Executive Director, Non-Executive Directors,
Independent Directors and Board as a whole, and required
Committee(s) was carried out by the Board of Directors/
Committee(s) of the Company excluding the directors/
members being evaluated. The Board of Directors expresses
their satisfaction with the evaluation process.

The Board considered and discussed the inputs received
from the Directors. The Independent Directors in their
meeting held on May 28, 2024, considered and reviewed
the following:

(a) Performance of Directors, various committees of
Board and the Board as a whole.

(b) Performance of the Chairperson of the Company.

(c) Assessed the quality, quantity, and timeliness of flow
of information between the Company''s management
and the Board, which is necessary for the Board to
perform their duties effectively and reasonably.

The Appointment and Evaluation Policy which lays down
criteria for appointment of Executive Director(s) and
Independent Director(s) and remuneration of Directors, Key
Managerial Personnel and senior management employees
is annexed herewith as Annexure - II.

Familiarization Programme for Independent
Directors

All Independent Directors are familiarized with the
operations and functioning of the Company at the time of
their appointment and on an ongoing basis. The Board,
including all Independent Directors, were provided with
relevant documents, reports and internal policies to enable
them to familiarise with the Company''s procedures and
practices from time to time. Updates on relevant statutory
changes in laws concerning the Company were informed
to the entire Board on regular intervals. The Independent
Directors are facilitated to meet without the presence of the
Company''s management and other Director(s) to discuss
matters pertaining to the Company''s affairs. The Board,
including Independent Directors is also updated periodically
on related party transactions, various policies and standard
operating procedures of the Company, entity level risk,
risk mitigation plans, etc. The details of programmes for
familiarization of Independent Directors with the Company,
their roles, rights, responsibilities in the Company, nature
of the industry in which the Company operates, business
model of the Company and related matters are put up on
the website of the Company i.e., www.trucapfinance.com.

Compliance with Fit and Proper Criteria & Code of
Conduct

Each of the Director of the Company has submitted
undertaking and declaration confirming on being fit and
proper in terms of the provisions of Master Direction. The
Board of Directors of the Company, on the recommendation of
the Nomination and Remuneration Committee, has reviewed

and confirmed that all existing Directors are fit and proper to
continue to be appointed as a Director on the Board.

The Company has adopted a Code of Conduct for the Board
Members, Key Managerial Personnel and Senior Management
of the Company. All Board Members, Key Managerial
Personnel and Senior Management Personnel have affirmed
compliance with the Company''s code of conduct during the
financial year under review. The Managing Director & Chief
Executive Officer has given the declaration as required under
Regulation 34(3) read with Part D of Schedule V of the
Listing Regulations regarding compliance with the Code of
Conduct of the Company for the year ended on March 31,
2025, which forms part of the Report.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key
Managerial Personnel(s) of the Company as on
the date of this Report, are as below:

Note: Mr. Sanjay Kukreja has resigned as the Chief
Financial Officer of the Company with effect from close of
business hours of June 20, 2025.

Subsidiary Company

During the year ended March 31, 2025 and as on the date of this
Report, the Company has only one wholly owned subsidiary
company i.e., DFL Technologies Private Limited (“WoS").

Accordingly, pursuant to the provisions of Sections 129, 134
and 136 of the Act, read with applicable rules thereunder,
Regulation 33 of the Listing Regulations and applicable
Indian Accounting Standards (“Ind AS”), the Board of
Directors of the Company approves the Consolidated
Financial Statements of the Company and its WoS. Copies
of the Balance Sheet, Profit and Loss Account, Report of
the Board of Directors and Report of the Auditors of the
WoS are not attached to the accounts of the Company for
the financial year 2024-25. The Company will make these
documents/details available upon request by any Member
of the Company. These documents/details will also be
available for inspection by any Member of the Company at
the registered office of the Company and at the registered
office of the WoS during business hours on working days
and through electronic means. Members of the Company
can request the same by sending an email to corpsec@
trucapfinance.com till the date of ensuing AGM. The
Company''s financial statements, which form part of the
Annual Report, are prepared in accordance with the Act,
applicable regulations and Ind AS 110.

Sr. No.	Name of the Person	Designation
1.	Mr. Rohanjeet Singh	Managing Director & Chief
	Juneja	Executive Officer
2.	Mr. Lalit	Chief Compliance Officer &
	Chendvankar	Legal Head
3.	Ms. Sonal Sharma	Company Secretary & Compliance Officer

As on March 31, 2025, the total investment held by the
Company in the equity share capital of the WoS stood at
^ 3,190.10 lakhs.

As required under Regulations 16(1)(c) and 46 of the
Listing Regulations, the Board has approved and adopted
the Policy on determining Material Subsidiaries. The
said Policy is available on the Company''s website i.e.,
www.trucapfinance.com. Further, pursuant to Regulation
16(1)(c) of Listing Regulations and the policy on determining
material subsidiary, based on the audited financial
statements of the Company as on March 31, 2025, WoS
continues to be the material subsidiary company of the
Company.

Statement containing Salient Features of the
Financial Statements of Subsidiary

A report on the performance and financial position of WoS,
as per Section 129(3) of the Act read with the Companies
(Accounts) Rules, 2014, as amended, is provided in the
prescribed form AOC-1 as Annexure - III of this Report and
hence not repeated here for the sake of brevity.

Joint Ventures/Associates

As per the provisions of the Act, during the year under
review and as on the date of this Report, the Company did
not have any Joint Ventures/Associates.

Directors’ Responsibility Statement

In terms of Section 134(5) of the Act read with the
Companies (Accounts) Rules, 2014, as amended, your
Directors state that:

(a) in the preparation of the annual accounts for the year
ended March 31, 2025, the applicable accounting
standards read with the requirements set out under
Schedule III to the Act, have been followed along with
proper explanation relating to material departures;

(b) the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of
the Company as at March 31, 2025 and of the profit
and loss of the Company for the year ended on that
date;

(c) the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

(d) the Directors have prepared the annual accounts on a
‘going concern'' basis;

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

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

Employees Stock Option Plan

The Company has in force the Dhanvarsha ESOP Plan
- 2018 (“ESOP Plan 2018”) which is prepared as per
the provisions of SEBI (Share Based Employee Benefits)
Regulations, 2014 (“SBEB Regulations”), amended at
the 28^th Annual General Meeting of the Company held
on September 29, 2022, to bring it in lines with the
provisions of the SEBI (Share Based Employee Benefits
& Sweat Equity) Regulations, 2021, as amended (SEBI
SBEB & SE Regulations). The amendments approved are
not detrimental to the interests of the current grantees of
the Company under the ESOP Plan 2018. A certificate
from M/s. U. Hegde & Associates, Practicing Company
Secretaries, Secretarial Auditor of the Company, has been
obtained that the ESOP Plan 2018 has been implemented
in accordance with SEBI SBEB & SE Regulations, and the
same will be available for inspection by Members of the
Company through electronic means.

Under IND AS, equity settled share-based payment
transactions with employees are required to be accounted
as per IND AS 102 “Share-based Payment", whereby the
fair value of options as on the grant date should be estimated
and recognized as an expense over the vesting period. In
accordance with the above, the Company has followed fair
value method for equity options while preparing its financial
statements.

The Board of Directors of the Company at the Board Meeting
held on May 26, 2025, approved the grant of 26,62,500
stock options to eligible employee(s) under ESOP Plan 2018.
The options are subject to terms and conditions mentioned
in the ESOP Plan 2018, options granted would entitle the
grantee to acquire up to and not exceeding 26,62,500
equity shares of the Company at a face value of ^ 2/- each
subject to the terms and conditions of vesting as set out in
the grant letter.

The disclosures relating to ESOP Plan 2018 required to
be made under the provisions of the Act and SEBI SBEB
& SE Regulations, are provided on the website of the
Company i.e., www.trucapfinance.com and link is https://
trucapfinance.com/wp-content/uploads/ESOP-Disclsoure-
under-Regulation-14-of-SBEB-Regulations-2021-1.pdf
and the same is available for inspection by the Members of
the Company at the registered office of the Company on all
working days, except Saturdays and Public Holidays, during
business hours through electronic means. Members of the
Company can request the same by sending an email to
[email protected] till the date of the ensuing AGM.

Leverage Ratio

As on March 31, 2025, the Company is classified as a
Base Layer Non-Banking Financial Company as per Master
Directions and is accordingly required to maintain a leverage

ratio which as per regulatory norms shall not be more than
7 times. Accordingly, the Company is adequately capitalized
and the leverage ratio of the Company as on March 31,
2025 was at 3.92 times.

Management Discussion and Analysis

A detailed review of the operations, performance and future
outlook of the Company and its business, as stipulated under
Regulation 34(2)(e) read with Schedule V of the Listing
Regulations, is presented in a separate section forming
part of the Annual Report under the head ‘Management
Discussion and Analysis.''

Business Responsibility Report

Pursuant to amendment in Listing Regulations, top 1,000
listed entities based on market capitalisation on either BSE
or NSE are required to submit a Business Responsibility and
Sustainability Report (“BRSR"). Since, as on March 31, 2024
read with market capitalization as on December 31, 2024,
the Company is not under top 1,000 companies based on
market capitalization either on BSE and NSE, BRSR is not
required to be annexed to this Report. However, as instructed
by SEBI vide interpretive letter regarding the applicability
of BRSR, issued under SEBI (Informal Guidance) Scheme,
2003, dated May 31, 2023, SEBI directed all top 1,000
entities basis market capitalisation till financial year 2021¬
22, to continue to annex a business responsibility report to
its annual report. Accordingly, the Business Responsibility
Report (“BRR”), in terms of Regulation 34(2)(f) of the
Listing Regulations, describing the initiatives taken by the
Company from an environmental, social and governance
perspective is attached as part of the Annual Report.

Corporate Governance

Your Company believes in adopting the best Corporate
Governance practices and has also implemented several
best practices prevalent globally. The report on Corporate
Governance as stipulated under Regulation 34(3), read with
Schedule V of the Listing Regulations forms an integral part
of the Annual Report.

Further, certificate obtained from M/s. U. Hegde &
Associates, Practicing Company Secretaries, confirming
compliance with the conditions of the Corporate Governance
as stipulated under Regulation 34(3) and Schedule V to the
Listing Regulations is annexed to the Corporate Governance
Report which forms part of the Annual Report.

Compliance with the Secretarial Standards

The Board of Directors affirms that the applicable Secretarial
Standards, i.e., SS-1 and SS-2, as amended, issued by the
Institute of Company Secretaries of India (“ICSI”) relating
to ‘Meetings of Board of Directors'' and ‘General Meetings'',
respectively, have been duly followed by the Company.

Contracts and Arrangements with Related
Parties

The Company has put in place Board approved Policy on
Related Party Transactions (“RPT Policy”). The RPT Policy

is available on the website of the Company i.e., www.
trucapfinance.com and the link is https://trucapfinance.com/
wp-content/uploads/Policy-on-Related-Party-Transactions.
pdf. The RPT Policy provides for identification of Related
Party Transactions (“RPT"), necessary approvals by the Audit
Committee/Board/Shareholders, reporting and disclosure
requirements in compliance with the Act and provisions of
the Listing Regulations.

All contracts executed by the Company during the financial
year with related parties were on an arm''s length basis
and in the ordinary course of business. All such RPTs were
placed before the Audit Committee/Board for approval,
wherever applicable. The Audit Committee reviews all RPTs
on quarterly basis.

During the year, the contracts/arrangements/transactions
with related parties entered into by the Company were not
material in nature in accordance with Regulation 23 of the
Listing Regulations.

Since all RPTs entered into by the Company during the
financial year ended March 31, 2025, were on an arm''s
length basis and in the ordinary course of business, the
disclosure required in Form AOC-2 under Section 134(3)(h)
of the Act, read with Rule 8 of the Companies (Accounts)
Rules, 2014, as amended, is not applicable. Further, in
compliance with Regulation 23 of the Listing Regulations,
disclosures relating to RPTs on a consolidated basis are filed
with the stock exchange(s) on a half-yearly basis.

The Policy for Determining Material Subsidiaries and the
Policy for Determination and Disclosure of Material Events
along with the RPT Policy, as approved by the Board
may be accessed on the website of the Company i.e.,
www.trucapfinance.com. Please refer to Note No. 43 of the
Standalone Financial Statements, which contains related
party disclosures.

Internal Financial Controls and adequacy

Your Company maintains robust internal control,
compliance, and an audit framework tailored to match the
operational scale and the intricate nature of the business of
the Company. The Company has in place adequate internal
financial controls with reference to the financial statements
and the same are commensurate with the scale and
complexity of its operations. Further, pursuant to provisions
of Section 138 of the Act, the Company has appointed
internal auditors who conduct internal audits on a periodic
basis to independently validate the existing controls as
per scope assigned to them. The internal audit program is
reviewed by the Audit Committee at the beginning of the
year to ensure that the coverage of the areas is adequate.
Internal Auditors test the design and effectiveness of the
key controls. Significant audit observations, if any, are
presented to the Audit Committee along with the status of
management actions and the progress of implementation
of recommendations. The Company also periodically
engages outside experts to carry out independent reviews
of the effectiveness of various business processes. The

observations and best practices suggested are reviewed
and appropriately implemented with a view to continuously
strengthening internal controls.

During the year under review, no reportable material
weaknesses in the design or operations were observed.

Further, reference is invited to Note 54.10 of notes to
the Standalone Financial Statements forming part of the
Annual Report regarding frauds committed by employees/
customers of the Company which are dealt with according
to Reserve Bank of India guidelines and are in nature of
operational related frauds due to the nature of business of
the Company. The Company has taken disciplinary/ legal
action against such employees/customers.

Annual Return

Pursuant to the provisions of Section 92(3) and Section
134(3)(a) of the Act, and the rules made thereunder, as
amended, the Annual Return of the Company as prescribed
in Form MGT-7 is available on the website of the Company

i.e., www.trucapfinance.com and the link is https://
trucapfinance.com/wp-content/uploads/MGT-7_2024-
2025.pdf.

Statutory Auditors and Auditors’ Report

The Shareholders at the 30^th Annual General Meeting of
the Company held on September 26, 2024, appointed
M/s. Khandelwal Kakani & Co., Chartered Accountants
(Firm Registration No. 001311C with Institute of Chartered
Accountants of India), as the Statutory Auditors of the
Company, pursuant to the provisions of Section 139, 141
and 142 and other applicable provisions, if any, of the Act
and the Companies (Audit and Auditors) Rules, 2014, as may
be applicable, including any statutory modification(s) or re¬
enactments) thereof, for the time being in force, Guidelines
for Appointment of Statutory Central Auditors (SCAs)/
Statutory Auditors (SAs) of Commercial Banks (excluding
RRBs), UCBs and NBFCs (including HFCs), issued by the
Reserve Bank of India and other applicable laws, to hold
office from the conclusion of 30^th Annual General Meeting
till the 33^rd Annual General Meeting of the Company.

The audit for the financial year 2024-25 was conducted by
M/s. Khandelwal Kakani & Co., Chartered Accountants (Firm
Registration No. 001311C with the Institute of Chartered
Accountants of India), Statutory Auditors of the Company
and there are no qualifications, reservations, adverse remarks,
or disclaimers made by them in their Audit Report(s). The
notes to the financial statements referred to in the Auditors''
Report are self-explanatory and therefore do not call for any
comments under Section 134 of the Act. The report(s) issued
by the Statutory Auditors of the Company are annexed to the
financial statements in the Annual Report.

Secretarial Auditor

Pursuant to Section 204(1) of the Act read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, M/s. U. Hegde and

Associates, Practicing Company Secretaries (Membership
Number: A22133 with the Institute of Company Secretaries
of India), was appointed as the Secretarial Auditor of the
Company for the financial year 2024-25 and has issued
Secretarial Audit Report in Form MR-3 for the financial year
ended March 31, 2025. A copy of the same is annexed
herewith as Annexure-IV-A to this Report. The Secretarial
Audit Report does not contain any qualification, reservation
or adverse remark.

Further, pursuant to the provisions of Regulation 24A of the
Listing Regulations and in accordance with Section 204 of
the Act, basis recommendation of the Board, the Company is
required to appoint Secretarial Auditor, with the approval of
the Members at the AGM. In light of the aforesaid, the Board
of the Company has recommended the appointment of
M/s. U. Hegde and Associates, Practicing Company
Secretaries (Membership Number: A22133 with the
Institute of Company Secretaries of India), as the Secretarial
Auditor of the Company for a period of 5 (five) consecutive
financial years i.e. commencing from FY 2025-26 up to FY
2029-30, subject to approval of the Members at the ensuing
AGM of the Company, to undertake Secretarial Audit as
required under the Act and Listing Regulations and issue
the necessary Secretarial Audit Report for the aforesaid
period. Further, the Secretarial Auditor has confirmed that
he has subjected himself to Peer Review process by the
Institute of Company Secretaries of India (“ICSI”) and hold
valid certificate issued by the Peer Review Board of ICSI.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of the Listing Regulations,
the Annual Secretarial Compliance Report for the financial
year 2024-25 was issued by M/s. U. Hegde & Associates,
Practicing Company Secretaries, Secretarial Auditor of the
Company. The Annual Secretarial Compliance Report for
the financial year 2024-25 has been submitted to BSE and
NSE in compliance with the SEBI Circular No. SEBI/HO/CFD/
CMD1/CIR/P/2020/38 dated March 19, 2020, read with
BSE Circular No. 20230410-41 dated April 10, 2023 and
NSE Circular No. NSE/CML/2023/30 dated April 10, 2023.

Since, pursuant to Regulation 16(1)(c) of the Listing
Regulations, based on the Audited Financial Statements of
the Company as on March 31, 2025, WoS continues to be the
material subsidiary company of the Company, accordingly,
as per Regulation 24A of the Listing Regulations, the
Secretarial Audit Report of the WoS for financial year 2024¬
25 is annexed herewith as Annexure-IV-B to this Report.

Reporting of Frauds by the Auditors

Pursuant to Section 143(12) of the Act, and circular issued
by the National Financial Reporting Authority dated June 26,
2023, there were 3 instances amounting to ^ 6.23 crores
(approximately) of frauds committed during the financial
year ended March 31, 2025, by the officers or employees of
the Company and reported by the Statutory Auditors to the
Audit Committee.

The details required under Rule 13(4) of the Companies
(Audit and Auditors) Rules, 2014 are as under:

(Amount in Crores)

Nature of fraud(s) with description	Approximate amount involved	Remedial actions taken
Theft,	6.23*	Necessary legal
embezzlement,		actions, including
excess valuation		FIRs, have already
and spurious gold		been lodged against the individuals involved.

* From the above, 0.50 Crore has been recovered by the
Company.

Corporate Social Responsibility

In accordance with Section 135 of the Act, the Company
has constituted a CSR Committee.

The Board of Directors of the Company, have on
recommendation of the CSR Committee, approved Policy
on Corporate Social Responsibility of the Company and the
same is available on the website of the Company i.e., www.
trucapfinance.com. The Annual Report on CSR activities
in accordance with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, as amended, is annexed
as Annexure- V to this Report.

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

The Company is engaged in the activity of providing
financial services and, as such, its operations have limited
impact vis-a-vis substantial energy consumption. Energy
is consumed on a regular level to aid regular office work,
however, the Company appreciates the need to reduce the
net carbon footprint. Accordingly, the Company is taking
all possible measures to conserve energy and reduce
consumption by adopting alternative power devices or
employing technology solutions.

During the year under review, the Company has borrowed
in foreign currency through External Commercial Borrowing
(“ECB”). As 2025, the outstanding ECB was

^ 8,404.00 lakhs.

The information pursuant to Section 134(3)(m) of the Act
read with Companies (Accounts) Rules, 2014, as amended
is as follows:

a. Considering the nature of Company''s business, the
Company is not required to undertake any activity
involving the Conservation of Energy or Technological
or Technology Absorption and nor has it applied its
resources towards research and development;

b. The Company''s Foreign Exchange Earning was Nil
during the year under review.

c. Foreign Exchange Outgo was ^ 104.56 lakhs during
the year under review.

Particulars of Loan given, Investment made, Guarantee
given, and Securities provided by the Company

The Company, being an NBFC registered with the RBI, the
provisions mentioned in Section 186 of the Act, related to
loans made, guarantees given, and securities provided do
not apply to the Company. Accordingly, the disclosures
under the provisions of Section 186 of the Act read with
the Companies (Meetings of Board and its Powers) Rules,
2014, as amended, have not been made in this Report.

Further, in accordance with the Master Direction, the
Board of Directors have, on recommendation of the Audit
Committee, approved Policy on Loan to Directors and Senior
Officers. Further, during the year under review and up to the
date of this Report, no loans to directors and senior officers
of the Company have been provided.

Whistle Blower Policy/Vigil Mechanism

In compliance with the provisions of Section 177(9) of the
Act read with Rule 7 of the Companies (Meetings of Board
and its Powers) Rules, 2014, as amended, and Regulation
22 of the Listing Regulations, and to ensure that the activities
of the Company and its employees are conducted in a fair
and transparent manner by adoption of highest standards
of professionalism, honesty, integrity and ethical behavior,
your Company has adopted a Vigil Mechanism / Whistle
Blower Policy. The aim of the policy is to provide adequate
safeguards against victimization of whistle blower who
avails of the mechanism and is also provided direct access
to the Chairperson of the Audit Committee, in appropriate
or exceptional cases.

Accordingly, Whistle Blower Policy'' has been formulated
with a view to provide a mechanism for the Directors and
employees of the Company to approach the Chairperson 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.

The policy has also been uploaded on the website of
Company i.e., www.trucapfinance.com and the link is https://
trucapfinance.com/wp-content/uploads/Vigil-Mechanism.pdf.

Risk Management

As an NBFC, the Company is exposed to various risks which,
inter alia, includes credit, liquidity, market, operational, interest
rate risk and other risk associated with the business and the
industry it operates in. To mitigate such risks, the Company
continues to invest in talent, processes and emerging
technologies for building advanced risk management
capabilities and has a well-defined risk management
framework in place for managing and reporting on risks. A
systematic approach has been adopted that originates with
the identification of risk, categorization and assessment of
identified risk, evaluating effectiveness of existing controls
and building additional controls to mitigate risk and monitoring
the residual risk through effective Key Risk Indicators.

The Board has constituted a Risk Management and Strategy
Committee as required under Master Direction.

The Company has a Board approved Policy on Risk
Management, which, inter alia, provides for principles of
risk management, risk governance, organization structure,
business control measures, principle risks and business
continuity plan. The management identifies and controls risks
through a defined framework in terms of the aforesaid policy.

Further, in terms with Master Directions on Fraud Risk
Management in Non-Banking Financial Companies
(NBFCs) (including Housing Finance Companies) dated July
15, 2024, as amended, the Board has approved Fraud Risk
Management Policy and has constituted the Committee of
Executive and Internal Risk Management Committee for
identification, classification and management of fraud(s).

Further, the Board, on a periodic basis, reviews and
assesses the Risk Assessment Statement, monitoring the
various risks, to which the Company is exposed to vis-a-vis
the prudential parameters.

Particulars of employees and related disclosures

In terms of the provisions of Section 197(12) of the Act
read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, as amended, the
disclosures pertaining to the remuneration and other details
as required are annexed as Annexure - VI to this Report.

A statement with the names and other particulars of
employees drawing remuneration in excess of the limits
prescribed under Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is available for inspection at the registered
office of the Company and through electronic mode. Having
regard to the provisions of the first proviso to Section 136(1)
of the Act, the Annual Report excluding the aforesaid
information is being sent to the Members of the Company.
Any Member interested in obtaining such information may
send an email on [email protected].

Listing Fees

As on date, the equity shares of the Company are listed on
BSE and NSE. The listing fees for the financial year 2025¬
26 for BSE and NSE have been paid by the Company.

Auction for Recovery for Loan against Gold

The Company is into the business of lending and also
offers loans against the collateral of gold ornaments. In its
normal course of business, whenever default occurs, the
Company disposes such assets through auction, to settle
outstanding debt as per the auction policy of the Company
and in compliance with the provisions specified in the
applicable Master Directions. Any surplus funds from the
auction proceeds are returned to the customers/obligors.
The disclosure in compliance with the Master Direction in
respect of auctions made during the year is provided in Note
No. 54.13 of the Standalone Audited Financial Statements
of the Company annexed to the Annual Report.

Transfer and Acquisition of Loan Exposure and
Securitization

During the year under review, pursuant to provisions
prescribed in the Master Direction - Reserve Bank of India
(Transfer of Loan Exposures) Directions, 2021 issued by
RBI on September 24, 2021, as amended (“TLE Direction")
and Master Direction - Reserve Bank of India (Securitization
of Standard Assets) Directions, 2021, as amended
(“Securitization Direction"), the Company has transferred,
acquired and securitized loan exposure under the TLE
Direction and Securitization Direction. The disclosures as
required under both the respective Directions are included
in Note No. 54.09 and 54.16 of the Standalone Audited
Financial Statements annexed to the Annual Report.

Registration with Reserve Bank of India

The Company is registered as NBFC under Section 45-IA
of the Reserve Bank of India Act, 1934. However, RBI does
not accept any responsibility or guarantee about the present
position as to the financial soundness of the Company or for
the correctness of any of the statements or representations
made or opinions expressed by the Company and for
repayment of deposits/discharge of liabilities by the
Company.

Investor Education and Protection Fund (IEPF)

a) For dividend pertaining to equity

In accordance with the applicable provisions of the
Act read with Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016
(“IEPF Rules”), all unclaimed dividends are required
to be transferred by the Company to the IEPF, after
completion of 7 (Seven) years. Further, according
to IEPF Rules, the shares on which dividend has
not been claimed by the shareholders for 7 (Seven)
consecutive years or more shall be transferred to the
demat account of the IEPF Authority.

Accordingly, as on March 31, 2025, the unclaimed
dividend for the financial year 2017-2018, of those
shareholders of the Company, who have not encashed
or claimed their dividend for seven years, are due to
be transferred with interest accrued, if any, thereon,
to IEPF on November 04, 2025. Further, pursuant to
explanation to proviso for sub-section 6 of section 124
of the Act, there no shares required to be transferred to
IEPF.

b) For Interest/Redemption amount pertaining to
NCDs

SEBI has, vide its circular SEBI/HO/DDHS/DDHS-
RAC-1/P/CIR/2023/176 dated November 08, 2023,
introduced the ‘Framework for transfer of unclaimed
amounts to Escrow Accounts and claim thereof by
investors of the non-convertible debentures'' by
amending Regulation 61A of the Listing Regulations.

The ‘Policy for claiming and verification of unclaimed
amounts with respect to non-convertible debentures''

is hosted on the website of the Company at www.
trucapfinance.com. Further, during the year under
review, no interest/redemption amount was required
to be transferred to the Escrow Account or IEPF in
terms with the Framework.

Code of Conduct for Prevention of Insider Trading

The Board of Directors of the Company has adopted the
‘Code for Insider Trading & Fair Disclosure of Unpublished
Price Sensitive Information (UPSI)'' (“Code”) as formulated
under SEBI (Prohibition of Insider Trading) Regulations,
2015, as amended.

The Code lays down the guidelines and procedure to be
followed and disclosures to be made while dealing with the
securities of the Company. The Code has been formulated
to regulate, monitor and ensure reporting of dealings by the
employees of the Company and is available on the website
of the Company i.e., www.trucapfinance.com.

Policy on Prevention of Sexual Harassment at
Workplace

Your Company recognizes its responsibility and continues
to provide a safe working environment for women, free
from sexual harassment and discrimination. In compliance
with the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, as
amended, the Company has put in place a Policy on
Prevention of Sexual Harassment of Women at Workplace
and the same is available on the website of the Company
i.e., www.trucapfinance.com and has duly constituted an
internal complaints committee under the same.

The Company also provides for mandatory training on
prevention of sexual harassment for every new joinee, as
well as all employees on an annual basis.

During the year under review, there were no complaints
made or case filed under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013, as amended.

Cost Records and Auditors

The provisions of Cost Records and Cost Audit as prescribed
under Section 148 of the Act are not applicable to the
Company.

Significant and Material order passed by the
Regulatory or Courts

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

Applications under the Insolvency and Bankruptcy
Code, 2016

There are no proceedings pending under the Insolvency and
Bankruptcy Code, 2016 against the Company as on March
31, 2025.

Details of difference between amount of the
valuation

During the year under review, there were no one time
settlements made by the Company for any loan/borrowing
taken from the Banks and/or Financial Institutions. Therefore,
as per Rule 8(5)(xii) of Companies (Accounts) Rules, 2014,
as amended reasons of difference in the valuation at the
time of one-time settlement and valuation done while taking
loan from the Banks or Financial Institutions are not required
to be reported.

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.

3. None of the Executive Director(s) of the Company
receives any remuneration or commission from its
subsidiary.

4. any scheme involving provision of money for the
purchase of the Company''s own shares by employees
or by trustees for the benefit of employees.

Appreciation

Your Directors place on records their sincere appreciation for
the assistance and guidance provided by the Reserve Bank
of India, the Ministry of Corporate Affairs, the Securities and
Exchange Board of India, government and other Regulatory
Authorities, Stock Exchanges, other statutory bodies,
bankers and Members of the Company for the assistance,
co-operation and encouragement and continued support
extended to the Company.

Your directors take this opportunity to thank the customers,
vendors and investors and other business partners of the
Company for their continued support during the year and
also place on record their appreciation to the contribution
made by the employees of the Company at all levels.

For and on behalf of the Board of Directors

Sd/- Sd/-

Rohanjeet Singh Juneja Rushina Mehta

Managing Director & CEO Non-Executive Non-Independent Director
DIN:08342094 DIN:01042204

August 14, 2025
Mumbai

---

Mar 31, 2024

Your directors are pleased to present the 30^th Annual Report along with the Audited Standalone and Consolidated Financial Statements of TruCap Finance Limited (“Company”) for the financial year ended March 31, 2024 (“Report”).

The equity shares of your Company are listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”). The Company is registered with the Reserve Bank of India (“RBI”) as a Non-Deposit accepting Non-Banking Financial Company (“NBFC”). Further, as per the Master Direction-Reserve Bank of India (NonBanking Financial Company - Scale Based Regulation) Directions, 2023, dated October 19, 2023, as amended, issued by RBI (“Master Direction”), based on the asset size, as on March 31, 2024, the Company falls under the

Base Layer and accordingly is required to comply with the regulations as are applicable for NBFC-Base Layer.

Pursuant to the applicable provisions of the Companies Act, 2013 read with applicable circulars (including any statutory modification(s) or re-enactment(s) thereof, for time being in force) (“Act”) and the Securities and Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”), Master Direction, and other applicable circular(s)/notification(s) issued by RBI, this Report covers the financial statements and other developments in respect of the Company, during the financial year ended March 31, 2024 and up to the date of the Board Meeting held on August 13, 2024, approving this Report.

Financial Highlights

A summary of the financial performance of the Company, on standalone and consolidated basis, for the financial year 202324 as compared to the previous financial year 2022-23 is given below:

(^ in Lakhs)
Particulars	Consolidated		Standalone
	2023-24	2022-23	2023-24	2022-23
Gross Total Income	18,284.39	12,380.47	18,200.54	12,395.87
Profit before finance cost, depreciation, exceptional items	9,937.59	6,096.92	9,918.62	6,398.58
Finance Cost	7,869.24	5,079.24	7,869.24	5,078.85
Depreciation	926.03	771.12	830.20	596.40
Profit before exceptional items	1,142.32	246.55	1,219.18	723.33
Exceptional items	-	-	-	-
Profit before tax	1,142.32	246.55	1,219.18	723.33
Less: Taxation - Current tax	250.99	111.62	250.99	111.62
Less: Deferred Tax	(335.02)	71.79	(332.67)	57.36
Less: Short or excess provision for income tax	130.04	-	130.04	-
Net profit for the year	1,096.31	63.14	1,170.82	554.35
Add: Other Comprehensive Income	(6.93)	4.04	(6.92)	4.49
Total Comprehensive Income	1,089.38	67.18	1,163.90	558.84
Add: Balance brought forward from the previous year	992.56	1,047.94	1,674.20	1,323.14
Balance available for appropriation	2,081.94	1,115.12	2,838.10	1,881.98
Statutory Reserves under Section 45IC of the Reserve Bank of India Act, 1934	232.78	111.77	232.78	111.77
Other Addition/(Deletion) (Net)	(31.25)	(10.79)	(31.76)	(96.01)
Balance to be carried forward	1,817.91	992.56	2,573.56	1,674.20
Basic Earnings Per Share (EPS) (^)	0.94	0.06	1.00	0.50
Diluted EPS (^	0.93	0.06	0.99	0.50
Proposed Dividend on equity shares of ^2/- each	11.69	11.62	11.69	11.62
Note: Previous period''s figures have been regrouped/rearranged wherever necessary.

The financial statements are prepared in accordance with the Act read with Schedule III of the Act and in accordance with the Indian Accounting Standards and relevant provisions of the Listing Regulations and Master Direction for the financial year ended March 31, 2024, and forms part of this Annual Report and are also available on the website of the Company i.e., www.trucapfinance.com.

Review of Business Operations and State of Affairs of the Company

During the year under review, the Company''s total income, on a consolidated basis, amounted to ^ 18,284.39 Lakhs compared to ^ 12,380.47 Lakhs in the previous year and total income, on a standalone basis, amounted to ^ 18,200.54 Lakhs compared to ^ 12,395.87 Lakhs in the previous year. Profit before tax on a consolidated basis stood at ^ 1,142.32 Lakhs compared to ^ 246.55 Lakhs in the previous year and profit after tax on consolidated basis stood at ^ 1,096.31 Lakhs compared to ^ 63.14 Lakhs in the previous year.

The net interest margin compressed during the financial year ended March 31, 2024. This compression came largely from the liability side. With the RBI having raised rates by 250 basis points during the financial year ended March 31, 2023, most of the lenders have started passing on rate hikes to the Company since June and July 2022 which resulted in an increase in the finance cost of the Company. Further, there has been an increase in the operating expenses from ^ 6,590 Lakhs in the financial year ended March 31, 2023 to ^ 9,110 Lakhs during the financial year ended March 31, 2024, which was largely due to expediting and building the branch network.

The loan assets under management (AUM) grew 77.47% year-on-year to ^ 1,03,110 Lakhs as compared to ^ 58,100 Lakhs in the previous year (including Off-Balance Sheet AUM).

Listing of Shares of the Company

During the year under review, in addition to being listed on BSE, the equity shares of the Company have also been listed on NSE with effect from June 20, 2023.

Change in Nature of Business

The Master Direction issued by the RBI enables a NonBanking Financial Company to undertake insurance business as a corporate agent without prior approval of the RBI, subject to it receiving an approval from the Insurance Regulatory and Development Authority of India (“IRDAI”). Further, IRDAI has amended the corporate

agency guidelines to enable corporate agents to work with more insurers and thereby offer greater product solutions and options to its customers. Foreseeing the benefits of acting as a corporate agent for the insurance companies by cross-selling the insurance products to its borrowers, during the year under review, the Shareholders of the Company have, on recommendation of the Board of Directors, at the Extra Ordinary General Meeting of the Company held on May 22, 2024, approved amendment in the main objects of the Memorandum of Association of the Company by incorporating object clause with respect to undertaking the business of Corporate Agency (Composite) and distributing products of life insurance, health insurance & general insurance, subject to regulatory approvals. The Company will continue to carry out its main business as a non-banking financial company registered with the RBI.

Co-Lending and Business Correspondent model

In order to provide greater operational flexibility to banks and NBFCs for reaching out to priority sector, a revised scheme, renamed as co-lending model (CLM) was introduced by the RBI effective November 05, 2020. The primary focus of the co-lending scheme is to improve the flow of credit to the unserved and underserved sectors of the economy and make available funds to the ultimate beneficiary at an affordable cost, considering the comparative advantage of lower cost of funds of banks and greater reach of NBFCs. Taking benefit of banks'' low-cost funding and leveraging the extensive reach and presence of the Company in the northern and western geographies of India, as on March 31, 2024, the Company has entered into strategic alliances with 5 leading public and private sector banks and 7 financial institutions for Co-Lending and Business Correspondent arrangements. During the year under review, the overall AUM through co-lending model stood at ^ 22,790 Lakhs including loan against collateral of Gold which was 38.12% of the total AUM as on March 31, 2024.

Transfer to Statutory Reserve

In compliance with Section 45-IC (1) of Reserve Bank of India Act, 1934, the Company, has transferred a sum of ^ 232.78 Lakhs to the Statutory Reserve Fund for the financial year ended March 31, 2024.

Credit Rating

The details of ratings assigned by credit rating agencies and migration of ratings during the year ended March 31, 2024, and as on the date of this Report, are as follows:

Rating Agency	Program	Rating Assigned	Migration in Ratings
CARE Ratings Limited (CARE)	Long Term Bank Facilities -''750 Crores	CARE BBB; Positive (Triple B; Outlook: Positive)	Reaffirmed Revision on 2023	with Outlook December 01,
CARE	Non-Convertible Debentures -'' 50 Crores	CARE BBB; Positive (Triple B; Outlook: Positive)	Reaffirmed Revision on 2023	with Outlook December 01,
CARE	Non-Convertible Debentures -'' 100 Crores (Enhanced from '' 50 Crores)	CARE BBB; Positive (Triple B; Outlook: Positive)	Enhancement 2024	on January 23,
Informerics Valuation & Rating Private Limited	Non-Convertible Debentures -'' 50 Crores	IVR BBB / Stable outlook (IVR Triple B with Outlook: Stable)	Reaffirmed on March 30, 2024

Dividend on Equity Shares

Pursuant to the provisions of Regulation 43A of the Listing Regulations and circular issued by RBI on declaration of dividends by NBFCs on June 24, 2021, as amended, the Company has formulated and adopted a Dividend Distribution Policy approved by the Board of Directors of the Company (“Policy”).

The Directors recommend, for consideration and approval of the Members at the ensuing Annual General Meeting (“AGM”), for payment of a dividend of ^ 0.01/-per equity share i.e., 0.5% of face value of ^ 2/- each. The total dividend for the financial year 2023-24 is ^ 11.69 Lakhs to be paid out of the profits of the Company vis-a-vis ^ 11.62 Lakhs paid for the financial year ended 2022-23.

The dividend recommended is in accordance with the principles and criteria set out in the Policy. The Finance Act, 2020, has abolished the Dividend Distribution Tax and has introduced the system of dividend taxation in the hands of the shareholders with effect from April 01, 2020. Accordingly, the Company would be required to deduct Tax at Source in respect of payment of dividend, if declared, to its shareholders (resident as well as non-resident).

The Policy is annexed as Annexure - I to this Report and the same is also available on the website of the Company i.e., www.trucapfinance.com and link is https://trucapfinance. com/wp-content/uploads/Dividend-Distribution-Policy-Final.pdf.

Debentures

During the year under review and till the date of this Report, the Company has allotted 15,949 Listed Non-Convertible Debentures having face value of ^ 1,00,000/- each total

aggregating to ^ 15,949 Lakhs (“Listed NCDs”) on private placement basis and the same are listed on BSE. Further, during the year under review, the Company has allotted 35 unlisted Non-Convertible Debentures (“Unlisted NCDs”) of the Company amounting to ^ 3,500 Lakhs.

Further, the Company has allotted 500 secured, United States Dollar denominated bonds of face value of USD 10,000 (United States Dollar Ten Thousand only) each, aggregating up to USD 5,000,000 (United States Dollar Five Million only) (hereinafter referred to as “Bonds”) on a private placement basis on June 27, 2024. The Bonds are listed on global securities market platform of India International Exchange (India INX).

During the year under review, the Company has made timely payment of its interest and redemption of principal obligations pertaining to Listed NCDs and Unlisted NCDs respectively.

The details of the Debenture Trustee of the Company for the aforesaid outstanding Unlisted NCDs, Listed NCDs and Bonds are as under:

Catalyst Trusteeship Limited

GDA House, 1^st Floor,

Plot No. 85, S. No. 94 & 95,

Bhusari Colony (Right), Kothrud, Pune - 411 038.

Website: https://catalysttrustee.com/

Share Capital of the Company

During the financial year 2023-24, the total paid up equity share capital of the Company increased from ^ 23,24,29,432/- divided into 11,62,14,716 equity shares having face value of ^ 2/- each to ^ 23,37,98,742/- divided into 11,68,99,371 equity shares having face value of ^ 2/- each .

The movement of equity share capital during the financial year ended March 31, 2024, till the date of this Report is as under: (Amount in
Particulars	No. of equity shares allotted	Cumulative Outstanding capital (No. of equity shares * face value of ^ 2/- each)
Number of shares/Capital at the beginning of the year i.e. April 01, 2023.	11,62,14,716	23,24,29,432
Allotment of shares to employee on May 23, 2023, pursuant to exercise of options granted under Employee Stock Option Plan 2018.	58,175	23,25,45,782
Allotment of shares to employees on August 11, 2023, pursuant to exercise of options granted under Employee Stock Option Plan 2018.	26,480	23,25,98,742
Allotment of shares to employee on October 09, 2023, pursuant to exercise of options granted under Employee Stock Option Plan 2018.	6,00,000	23,37,98,742

Further, during the year under review, 27,74,706 convertible warrants allotted to non-promoter category on May 09, 2022, were not exercised within 18 months from the date of allotment of such warrants. Accordingly, the right to exercise conversion of the warrants into equity shares was lapsed and the upfront consideration amounting to ^ 9,15,65,298/-(Rupees Nine Crores Fifteen Lakhs Sixty-Five Thousand Two Hundred and Ninety-Eight only) received was forfeited by the Company in compliance with Regulation 169(3) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ICDR Regulations”).

Furthermore, upon receipt of approval of the Shareholders of the Company at the Extra Ordinary General meeting(s) held on December 08, 2023 and May 22, 2024 respectively and approval(s) received from the respective stock exchange(s), the Finance Committee constituted by the Board of Directors of the Company have approved the below allotment of convertible warrants to non-promoter category on preferential basis:

a. 65,42,372 convertible warrants having face value of ^ 2/- each at issue price of ^ 73.75/- each for aggregate consideration of ^ 48,24,99,935/- (Rupees Forty-Eight Crores Twenty-Four Lakhs Ninety-Nine Thousand Nine Hundred and Thirty-Five only) allotted on February 01, 2024, convertible into equivalent number of equity shares of the Company within 18 months from the date of allotment of such warrants. These convertible warrants have been allotted against receipt of the subscription price equivalent to 25% of the issue price i.e. ^ 12,06,24,984/- (Rupees Twelve Crores Six Lakhs Twenty-Four Thousand Nine Hundred and Eighty-Four only) and balance exercise price equivalent to 75% of the conversion price of the equity shares shall be payable by the warrant holder(s) at the time of exercising options of conversion of the warrants.

b. 55,74,912 convertible warrants having face value of ^ 2/- each at issue price of ^ 71.75/- each for aggregate considerationof^39,99,99,936/- (RupeesThirty-Nine Crores Ninety-Nine Lakhs Ninety-Nine Thousand Nine Hundred and Thirty-Six only) allotted on June 13, 2024, convertible into equivalent number of equity shares of the Company within 18 months from the date of allotment of such warrants. These convertible warrants have been allotted against receipt of the subscription price equivalent to 25% of the issue price i.e. ^ 9,99,99,984/- (Rupees Nine Crores Ninety-Nine Lakhs Ninety-Nine Thousand Nine Hundred and Eighty-Four only) and balance exercise price equivalent to 75% of the conversion price of the equity shares shall be payable by the warrant holder(s) at the time of exercising options of conversion of the warrants.

Public Deposits

The Company is registered with RBI as a Non-Deposit accepting NBFC. Further, pursuant to the provisions of para 2 of the Master Direction - Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016, as amended, the Board of Directors have confirmed that during the financial year ended March 31, 2024, the Company has not accepted public deposits as defined under the Reserve Bank of India Act, 1934 and will not accept public deposits during the financial year 202425 without prior written approval of RBI.

Board of Directors

The Company recognizes the importance of a diverse Board in its success and believes that it will help the Company to enhance its governance and competitive arc. The Company has an optimum combination of executive, non-executive and independent directors, including an independent woman director. The composition of the Board of Directors of the

Company is in accordance with the provisions specified in the Act and Listing Regulations. The Board comprises of eminent persons of proven competence and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, the Board of Directors have a significant degree of commitment towards the Company and devotes adequate time to meetings and preparation.

As on the date of this Report, the Board of Directors of the Company comprises of the following directors:
Sr. No.	Name of the Director	DIN	Designation
1.	Mr. Rakesh Sethi	02420709	Independent Director, Chairperson
2.	Mr. Nirmal Vinod Momaya	01641934	Independent Director
3.	Mr. Krishipal Raghuvanshi	07529826	Independent Director
4.	Ms. Abha Kapoor	01277168	Independent Director
5.	Ms. Geetu Gidwani Verma	00696047	Independent Director
6.	Mr. Rajiv Kapoor	08204049	Non-Executive Non-Independent Director
7.	Mr. Atwood Porter Collins	09239511	Non-Executive Non-Independent Director
8.	Mrs. Rushina Mehta	01042204	Non-Executive Non-Independent Director
9.	Mr. Rohanjeet Singh Juneja	08342094	Managing Director & Chief Executive Officer

During the financial year ended March 31, 2024, and till the date of this Report, there were no changes in the composition of the Board of Directors of the Company. However, on recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, the Shareholders of the Company at the 29^th Annual General Meeting of the Company held on September 26, 2023, have approved the below re-appointments:

(a) Re-appointment of Mr. Nirmal Vinod Momaya (DIN: 01641934) as an Independent Director of the Company for a further term of 5 (Five) consecutive years with effect from August 10, 2023 till August 09, 2028 (both days inclusive).

(b) Re-appointment of Mr. Krishipal Raghuvanshi (DIN: 07529826) as an Independent Director of the Company for a further term of 5 (Five) consecutive years with effect from August 24, 2023, till August 23, 2028 (both days inclusive).

All the Directors of the Company have confirmed that they are not disqualified to act as Director in terms of Section 164 of the Act.

In accordance with the provisions of Section 152(6) of the Act, Mr. Rajiv Kapoor, Non-Executive Non-Independent Director of the Company, is liable to retire by rotation at the ensuing AGM and, being eligible, has offered himself for re-appointment. The Board of Directors of the Company recommends the same for the approval of the Members of the Company.

The notice convening the AGM includes brief information and a proposal for re-appointment of Mr. Rajiv Kapoor as Director of the Company.

Declaration by Independent Directors

Pursuant to the provisions of Section 149(7) of the Act, the Independent Director(s) have submitted declarations

confirming that they meet the criteria of independence as provided in Section 149(6) of the Act along with rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting the status as Independent Directors of the Company during the financial year ended March 31, 2024.

Further, the Company has obtained the certificate from M/s. U. Hegde & Associates, Practicing Company Secretaries, pursuant to Regulation 34(3) and Schedule V Para C Clause 10(i) of the Listing Regulations confirming that none of the Directors on Board of the Company as on March 31, 2024, have been debarred or disqualified from being appointed or continuing as Director of the Company by SEBI/MCA or any such statutory authority. The aforesaid certificate is annexed to the Corporate Governance Report which forms part of the Annual Report.

Meetings of the Board

The Board met 4 (Four) times during the financial year. The details of the meeting(s) of the Board of Directors of the Company held during the financial year 202324 and attendance of the directors are included in the Corporate Governance Report which forms part of the Annual Report.

Composition of Committees of Board

The Board has various board level committees constituted in accordance with the applicable provisions of the Act and Listing Regulations.

(a) Audit Committee

The constitution of the Audit Committee as on March 31, 2024 and up to the date of this Report, is given below:

Sr. No.	Name of the Member	Designation
1.	Mr. Krishipal Raghuvanshi	Independent Director, Chairperson
2.	Mr. Rakesh Sethi	Independent Director, Member
3.	Mr. Nirmal Vinod Momaya	Independent Director, Member
4.	Mr. Rajiv Kapoor	Non-Executive NonIndependent Director, Member

Note: The Board of Directors vide circular resolution passed on August 04, 2023, re-constituted the Audit Committee by appointing Mr. Rakesh Sethi, Independent Director of the Company, as a member of the Audit Committee.

The composition, role, terms of reference and powers of the Audit Committee are in conformity with the requirements of the Act and the Listing Regulations and the same have been provided in the Corporate Governance Report which forms part of the Annual Report.

During the year under review, the Audit Committee met and discussed various matters including financials, internal audit reports and statutory audit reports. During the period under review, the Board of Directors of the Company accepted all the recommendations of the Audit Committee.

The details with respect to the meeting(s) of Audit Committee held during the year under review and quorum are provided in the Corporate Governance Report which forms part of the Annual Report.

(b) Nomination and Remuneration Committee

The constitution of the Nomination and Remuneration Committee as on March 31, 2024, and up to the date of this Report, is given below:

Sr. No.	Name of the Member	Designation
1.	Ms. Abha Kapoor	Independent Director, Chairperson
2.	Mr. Rakesh Sethi	Independent Director, Member
3.	Mr. Nirmal Vinod	Independent Director,
	Momaya	Member

The composition, terms of reference and powers of the Nomination and Remuneration Committee are in conformity with the requirements of the Act and Listing Regulations and the same have been provided in the Corporate Governance Report which forms part of the Annual Report.

The Company has formulated a policy on Appointment and Evaluation of Directors and the Board, that includes the terms of reference of the Nomination and Remuneration Committee and the same is hosted on the website of the Company i.e., www.trucapfinance.com.

The details with respect to the meeting(s) of Nomination and Remuneration Committee held during the year under review and quorum are provided in the Corporate Governance Report which forms part of the Annual Report.

(c) Stakeholders Relationship Committee

The constitution of the Stakeholders Relationship Committee as on March 31, 2024, and up to the date of this Report, is given below:

Sr. No.	Name of the Member	Designation
1.	Mr. Rajiv Kapoor	Non-Executive NonIndependent Director, Chairperson
2.	Mr. Krishipal	Independent Director,
	Raghuvanshi	Member
3.	Mr. Rohanjeet Singh	Managing Director
	Juneja	& Chief Executive Officer, Member

The composition, role, terms of reference and powers of the Stakeholders Relationship Committee are in conformity with the requirements of the Act and Listing Regulations and the same have been provided in the Corporate Governance Report which forms part of the Annual Report.

The details with respect to the meeting(s) of the Stakeholders Relationship Committee held during the year under review, quorum and status of investors'' complaints are provided in the Corporate Governance Report which forms part of the Annual Report.

(d) Risk Management and Strategy Committee

The constitution of the Risk Management and Strategy Committee as on March 31, 2024, and up to the date of this Report, consists of the following members:

Sr. No.	Name of the Member	Designation
1.	Mr. Rakesh Sethi	Independent Director, Chairperson
2.	Mr. Nirmal Vinod Momaya	Independent Director, Member
3.	Mr. Rajiv Kapoor	Non-Executive NonIndependent Director, Member
4.	Mr. Rohanjeet Singh Juneja	Managing Director & Chief Executive Officer, Member

The composition, role, terms of reference and powers of the Risk Management and Strategy Committee are in conformity with the requirements of the RBI Master Direction. Further, the details with respect to the meeting(s) of the Risk Management and Strategy Committee held during the year under review and quorum, along with the terms of reference have been provided in the Corporate Governance Report which forms part of the Annual Report.

(e) Corporate Social Responsibility Committee

The constitution of the Corporate Social Responsibility (“CSR”) Committee as on March 31, 2024, and up to the date of this Report, consists of the following members:

Sr. No.	Name of the Member	Designation
1.	Ms. Abha Kapoor	Independent Director, Chairperson
2.	Mr. Rajiv Kapoor	Non-Executive NonIndependent Director, Member
3.	Mr. Rohanjeet Singh	Managing Director
	Juneja	& Chief Executive Officer, Member

The composition, role, terms of reference and powers of the CSR Committee are in conformity with the requirements of the Act. Further, the details with respect to meeting(s) of the CSR Committee held during the year under review and quorum along with the terms of reference have been provided in the Corporate Governance Report which forms part of the Annual Report.

Apart from the aforesaid committee(s), details with respect to the other committee(s) constituted by the Board/committee(s) are included in the Corporate Governance Report forming part of the Annual Report.

Board Evaluation

Pursuant to the provisions of the Act and Listing Regulations, the Company has devised Appointment and Evaluation Policy comprising of parameters and criteria with respect to evaluation of performance of the Independent Directors, Board of Directors, Committee(s) and other individual Directors which includes evaluation of the Non-Executive Directors and Executive Director. A structured questionnaire was prepared after taking into consideration various aspects such as performance of specific duties, obligations, Board''s functioning, composition of the Board and its committees, culture and governance and circulated to the Board members. The performance evaluation of the Chairperson, Executive Director, Non-Executive Directors, Independent

Directors and Board as a whole, was carried out by the entire Board of Directors of the Company excluding the directors being evaluated. The Board of Directors expresses their satisfaction with the evaluation process.

The Board considered and discussed the inputs received from the Directors. The Independent Directors in their meeting held on May 19, 2023, considered and reviewed the following:

(a) Performance of Directors, various committees of Board and the Board as a whole.

(b) Performance of the Chairperson of the Company.

(c) Assessed the quality, quantity, and timeliness of flow of information between the Company''s management and the Board, which is necessary for the Board to perform their duties effectively and reasonably.

The Appointment and Evaluation Policy which lays down criteria for appointment of Executive Director(s) and Independent Director(s) and remuneration of Directors, Key Managerial Personnel and senior management employees is annexed herewith as Annexure - II.

Familiarization Programme for Independent Directors

All Independent Directors are familiarized with the operations and functioning of the Company at the time of their appointment and on an ongoing basis. The Board, including all Independent Directors, were provided with relevant documents, reports and internal policies to enable them to familiarise with the Company''s procedures and practices from time to time. Updates on relevant statutory changes in laws concerning the Company were informed to the entire Board on regular intervals. The Independent Directors are facilitated to meet without the presence of the Company''s management to discuss matters pertaining to the Company''s affairs. The Board including Independent Directors is also updated periodically on Related Party Transactions, various policies and Standard Operating Procedures of the Company, Entity Level Risk, Risk Mitigation Plans, etc. The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company i.e., www.trucapfinance.com.

Compliance with Fit and Proper Criteria & Code of Conduct

Each of the Director of the Company has submitted undertaking and declaration confirming on being fit and proper in terms of the provisions of Master Direction. The Board of Directors of the Company, on the recommendation

of the Nomination and Remuneration Committee, has reviewed and confirmed that all existing Directors are fit and proper to continue to be appointed as a Director on the Board.

The Company has adopted a Code of Conduct for the Board Members, Key Managerial Personnel and Senior Management of the Company. All Board Members, Key Managerial Personnel and senior management personnel have affirmed compliance with the Company''s code of conduct during the financial year under review. The Managing Director & Chief Executive Officer has given the declaration as required under Regulation 34(3) read with Part D of Schedule V of the Listing Regulations regarding compliance with the Code of Conduct of the Company for the year ended on March 31, 2024, which forms part of the Report.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024, are:

Sr. No.	Name of the Person	Designation
1.	Mr. Rohanjeet Singh Juneja	Managing Director & Chief Executive Officer
2.	Mr. Sanjay Kukreja	Chief Financial Officer
3.	Mr. Lalit Chendvankar	Chief Compliance Officer & Legal Head
4.	Ms. Sonal Sharma	Company Secretary & Compliance Officer

During the year under review and upto the date of this Report, there has been no change in the Key Managerial Personnel of the Company.

Subsidiary Company

DFL Technologies Private Limited is the wholly owned subsidiary company of the Company (“WoS”).

Accordingly, pursuant to the provisions of Sections 129, 134 and 136 of the Act, read with applicable rules thereunder, Regulation 33 of the Listing Regulations and applicable Indian Accounting Standards (“Ind AS”), the Board of Directors of the Company approves the Consolidated Financial Statements of the Company and its WoS. Copies of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Report of the Auditors of the WoS are not attached to the accounts of the Company for the financial year 2023-24. The Company will make these documents/details available upon request by any Member of the Company. These documents/details will also be available for inspection by any Member of the Company at the registered office of the Company and at the registered office of the WoS during business hours on working days and through electronic means. Members of the Company

can request the same by sending an email to corpsec@ trucapfinance.com till the date of ensuing AGM. The Company''s financial statements, which form part of the Annual Report, are prepared in accordance with Act and Ind AS 110.

As on March 31, 2024, the total investment made by the Company in the equity share capital of the WoS stood at ^ 3,190.10 Lakhs.

As required under Regulations 16(1)(c) and 46 of the Listing Regulations, the Board has approved and adopted the Policy on determining Material Subsidiaries. The said Policy is available on the Company''s website i.e., www. trucapfinance.com. Further, pursuant to Regulation 16(1)(c) of Listing Regulations and the policy on determining material subsidiary, based on the audited financial statements of the Company as on March 31, 2024, WoS continues to be the material subsidiary company of the Company.

Statement containing Salient Features of the Financial Statements of Subsidiary

A report on the performance and financial position of WoS, as per Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, as amended, is provided in the prescribed Form AOC-1 as Annexure - III of this Report and hence not repeated here for the sake of brevity.

Joint Ventures/Associates

As per the provisions of the Act, during the year under review and as on the date of this Report, the Company did not have any Joint Ventures/Associates.

Directors’ Responsibility Statement

In terms of Section 134(5) of the Act read with the Companies (Accounts) Rules, 2014, as amended, your Directors state that:

(a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit and loss of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a ‘going concern'' basis;

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

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

Employees Stock Option Plan

The Company has in force the Dhanvarsha ESOP Plan - 2018 (“ESOP Plan 2018”) which is prepared as per the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 (“SBEB Regulations”).

The Shareholders of the Company have at the 28^th Annual General Meeting of the Company held on September 29, 2022, on recommendation of the Board of Directors of the Company, approved amendment in ESOP Plan 2018 to bring it in lines with the provisions of the SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021, as amended (“SEBI SBEB & SE Regulations”). The amendments approved are not detrimental to the interests of the current grantees of the Company under the ESOP Plan 2018. A certificate from M/s. U. Hegde & Associates, Practicing Company Secretaries, Secretarial Auditor of the Company, has been obtained that the ESOP Plan 2018 has been implemented in accordance with SEBI SBEB & SE Regulations, and the same will be available for inspection by Members of the Company through electronic means.

Under IND AS, equity settled share-based payment transactions with employees are required to be accounted for as per IND AS 102 “Share-based Payment", whereby the fair value of options as on the grant date should be estimated and recognized as an expense over the vesting period. In accordance with the above, the Company has followed fair value method for equity options while preparing its financial statements.

The disclosures relating to ESOP Plan 2018 required to be made under the provisions of the Act and SEBI SBEB & SE Regulations, are provided on the website of the Company

i.e., www.trucapfinance.com and link is https://trucapfinance. com/wp-content/uploads/ESOP-Certificate-FY-2023-24.pdf and the same is available for inspection by the Members of the Company at the registered office of the Company on all working days, except Saturdays and Public Holidays, during business hours and through electronic means. Members of the Company can request the same by sending an email to [email protected] till the date of the ensuing AGM.

Leverage Ratio

As on March 31, 2024, the Company is classified as a Base Layer Non-Banking Financial Company as per Master Direction and is accordingly required to maintain a leverage ratio which as per regulatory norms shall not be more than

7 times. Accordingly, the Company is adequately capitalized and the leverage ratio of the Company as on March 31, 2024 was at 3.56 times.

Management Discussion and Analysis

A detailed review of the operations, performance and future outlook of the Company and its business, as stipulated under Regulation 34(2)(e) read with Schedule V of the Listing Regulations, is presented in a separate section forming part of the Annual Report under the head ‘Management Discussion and Analysis.''

Business Responsibility Report

Pursuant to amendment in Listing Regulations, top 1,000 listed entities based on market capitalisation on either BSE or NSE are required to submit a Business Responsibility and Sustainability Report (“BRSR”). Since, as on March 31, 2024, the Company is not under top 1,000 companies based on market capitalization either on BSE and NSE, BRSR is not required to be annexed to this Report. However, as instructed by SEBI vide interpretive letter regarding the applicability of BRSR, issued under SEBI (Informal Guidance) Scheme, 2003, dated May 31, 2023, SEBI directed all top 1,000 entities basis market capitalisation till financial year 202122, to continue to annex a business responsibility report to its annual report. Accordingly, the Business Responsibility Report (“BRR”), in terms of Regulation 34(2)(f) of the Listing Regulations, describing the initiatives taken by the Company from an environmental, social and governance perspective is attached as part of the Annual Report.

Corporate Governance

Your Company believes in adopting best Corporate Governance practices and has also implemented several best practices prevalent globally. The report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the Listing Regulations forms an integral part of the Annual Report.

Further, certificate obtained from M/s. U. Hegde & Associates, Practicing Company Secretaries, confirming compliance with the conditions of the Corporate Governance as stipulated under Regulation 34(3) and Schedule V to the Listing Regulations is annexed to the Corporate Governance Report which forms part of the Annual Report.

Compliance with the Secretarial Standards

The Board of Directors affirms that the applicable Secretarial Standards, i.e., SS-1 and SS-2, as amended, issued by the Institute of Company Secretaries of India (“ICSI”) relating to ‘Meetings of Board of Directors'' and ‘General Meetings'', respectively, have been duly followed by the Company.

Contracts and Arrangements with Related Parties

The Company has put in place Board approved Policy on Related Party Transactions (“RPT Policy”). The

RPT Policy is available on the website of the Company i.e., www.trucapfinance.com and the link is https:// trucapfinance.com/wp-content/uploads/Policy-on-RPT.pdf. The RPT Policy provides for identification of Related Party Transactions (“RPT”), necessary approvals by the Audit Committee/Board/Shareholders, reporting and disclosure requirements in compliance with the Act and provisions of the Listing Regulations.

All contracts executed by the Company during the financial year with related parties were on an arm''s length basis and in the ordinary course of business. All such RPTs were placed before the Audit Committee/Board for approval, wherever applicable. The Audit Committee reviews all RPTs on quarterly basis.

During the year, the contracts/arrangements/transactions with related parties entered into by the Company were not material in accordance with Regulation 23 of the Listing Regulations.

Further, in terms of SEBI vide circular SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 amended and Regulation 30 and 30A of the Listing Regulations, the revised Policy for Determination and Disclosure of Material Events was approved by the Board in its meeting held on November 09, 2023.

Since all RPTs entered into by the Company during the financial year ended March 31, 2024, were on an arm''s length basis and in the ordinary course of business, the disclosure required in Form AOC-2 under Section 134(3)(h) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, is not applicable. Further, in compliance with Regulation 23 of the Listing Regulations, disclosures relating to RPTs on a consolidated basis are filed with the stock exchange(s) on a half-yearly basis.

The Policy for Determining Material Subsidiaries and the Policy for Determination and Disclosure of Material Events along with the RPT Policy, as approved by the Board may be accessed on the website of the Company i.e., www. trucapfinance.com. Please refer to Note No. 44 of the Standalone Financial Statements, which contains related party disclosures.

Internal Financial Controls and adequacy

Your Company maintains a robust internal control, compliance, and audit framework tailored to match the operational scale and the intricate nature of the business of the Company. The Company has in place adequate internal financial controls with reference to the financial statements and the same are commensurate with the scale and complexity of its operations. Further, pursuant to provisions of Section 138 of the Act, the Company has appointed internal auditors who conduct internal audits on a periodic basis to independently validate the existing controls as per scope assigned to them. The internal audit program is

reviewed by the Audit Committee at the beginning of the year to ensure that the coverage of the areas is adequate. Internal Auditors test the design and effectiveness of the key controls. Significant audit observations, if any, are presented to the Audit Committee along with the status of management actions and the progress of implementation of recommendations. The Company also periodically engages outside experts to carry out independent reviews of the effectiveness of various business processes. The observations and best practices suggested are reviewed and appropriately implemented with a view to continuously strengthening the internal controls.

During the year under review, no reportable material weaknesses in the design or operations was observed.

Annual Return

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Act, and the rules made thereunder, as amended, the Annual Return of the Company as prescribed in Form MGT-7 is available on the website of the Company i.e., www.trucapfinance.com.

Statutory Auditors and Auditors’ Report

The audit for the financial year 2023-24 was conducted by M/s. Bansal Bansal & Co., Chartered Accountants (Firm Registration No.100986W with the Institute of Chartered Accountants of India), Statutory Auditors of the Company and there are no qualifications, reservations, adverse remarks, or disclaimers made by them in their Audit Report(s). The notes to financial statements referred to in the Auditors'' Report are self-explanatory and therefore do not call for any comments under Section 134 of the Act. The report(s) issued by the Statutory Auditors of the Company are annexed to the financial statements in the Annual Report.

Secretarial Auditor

Pursuant to Section 204(1) of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, M/s. U. Hegde and Associates, Practicing Company Secretaries (Membership Number: A22133 with the Institute of Company Secretaries of India), is appointed as the Secretarial Auditor of the Company for the financial year 2023-24. The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2024, is annexed herewith as Annexure-IV-A to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of the Listing Regulations, the Annual Secretarial Compliance Report for the financial year 2023-24 was issued by M/s. U. Hegde & Associates, Practicing Company Secretaries, Secretarial Auditor of the Company. The Annual Secretarial Compliance Report for

the financial year 2023-24 has been submitted to BSE and NSE in compliance with the SEBI Circular No. SEBI/HO/CFD/ CMD1/CIR/P/2020/38 dated March 19, 2020, read with BSE Circular No. 20230410-41 dated April 10, 2023 and NSE Circular No. NSE/CML/2023/30 dated April 10, 2023.

Since, pursuant to Regulation 16(1)(c) of the Listing Regulations, based on the audited financial statements of the Company as on March 31, 2024, WoS continues to be the material subsidiary company of the Company, accordingly, as per Regulation 24A of the Listing Regulations, the Secretarial Audit Report of the WoS for financial year 202324 is annexed herewith as Annexure-IV-B to this Report.

Reporting of Frauds by the Auditors

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee/Board under Section 143(12) of the Act.

Corporate Social Responsibility

In accordance with Section 135 of the Act, the Company has constituted a CSR Committee.

The Board of Directors of the Company, have on recommendation of the CSR Committee, approved Policy on Corporate Social Responsibility of the Company and the same is available on the website of the Company i.e., www. trucapfinance.com. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is annexed as Annexure- V to this Report.

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

The Company is engaged in the activity of providing financial services and, as such, its operations have limited impact vis-a-vis substantial energy consumption. Energy is consumed on a regular level to aid regular office work, however, the Company appreciates the need to reduce the net carbon footprint. Accordingly, the Company is taking all possible measures to conserve energy and reduce consumption by adopting alternative power devices or employing technology solutions.

The information pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014, as amended is as follows:

a. Considering the nature of Company''s business, the Company is not required to undertake any activity involving the Conservation of Energy or Technological or Technology Absorption and nor has it applied its resources towards research and development;

b. The Company''s Foreign Exchange Earning was Nil during the year under review.

c. Foreign Exchange Outgo was ^ 104.56 Lakhs during the year under review.

Particulars of Loan given, Investment made, Guarantee given, and Securities provided by the Company

The Company, being an NBFC registered with the RBI, the provisions mentioned in Section 186 of the Act, related to loans made, guarantees given, and securities provided do not apply to the Company. Accordingly, the disclosures under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as amended, have not been made in this Report.

Further, in accordance with the Master Direction, the Board of Directors have, on recommendation of the Audit Committee, approved Policy on Loan to Directors and Senior Officers. Further, during the year under review and up to the date of this Report, no loans to directors and senior officers of the Company have been advanced.

Whistle Blower Policy/Vigil Mechanism

In compliance with the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended, and Regulation 22 of the Listing Regulations, and to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, your Company has adopted a Vigil Mechanism / Whistle Blower Policy. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and is also provided direct access to the Chairperson of the Audit Committee, in appropriate or exceptional cases.

Accordingly, ‘Whistle Blower Policy'' has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Chairperson 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.

The policy has also been uploaded on the website of Company i.e., www.trucapfinance.com and the link is https:// trucapfinance.com/wp-content/uploads/Vigil-Mechanism.pdf.

Risk Management

As an NBFC, the Company is exposed to various risks which, inter alia, includes credit, liquidity, market, operational, interest rate risk and other risk associated with the business and the industry it operates in. To mitigate such risks, the Company continues to invest in talent, processes and emerging technologies for building advanced risk management capabilities and has a well-defined risk management framework in place for managing and reporting on risks. A systematic approach has been adopted that originates with the identification of risk, categorization and assessment of identified risk, evaluating effectiveness of existing controls and building additional controls to mitigate risk and monitoring the residual risk through effective Key Risk Indicators.

The Board has constituted a Risk Management and Strategy Committee as required under Master Direction.

The Company has a Board approved Policy on Risk Management, which, inter alia, provides for principles of risk management, risk governance, organization structure, business control measures, principle risks and business continuity plan. The management identifies and controls risks through a defined framework in terms of the aforesaid policy.

Further, the Board, on a periodic basis, reviews and assesses the Risk Assessment Statement, monitoring the various risks to which the Company is exposed to vis-a-vis the prudential parameters.

Particulars of employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the disclosures pertaining to the remuneration and other details as required is annexed as Annexure - VI to this Report.

A statement with the names and other particulars of employees drawing remuneration in excess of the limits prescribed under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection at the registered office of the Company and through electronic mode. Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. Any Member interested in obtaining such information may send an email on [email protected].

Listing Fees

As on date, the equity shares of the Company are listed on BSE and NSE. The listing fees for the financial year 202425 for BSE and NSE have been paid by the Company.

Auction for Recovery for Loan against Gold

The Company is into the business of lending and also offers loans against the collateral of gold. In its normal course of business, whenever default occurs, the Company disposes such assets through auction, to settle outstanding debt as per the auction policy of the Company and in compliance with the provisions specified in the applicable Master Directions. Any surplus funds from the auction proceeds are returned to the customers/obligors. The disclosure in

compliance with the Master Direction in respect of auctions made during the year is provided in Note No. 55.12 of the Standalone Audited Financial Statements of the Company annexed to the Annual Report.

Transfer and Acquisition of Loan Exposure and Securitization

During the year under review, pursuant to provisions prescribed in the Master Direction - Reserve Bank of India (Transfer of Loan Exposures) Directions, 2021 issued by RBI on September 24, 2021, as amended (“TLE Direction”) and Master Direction - Reserve Bank of India (Securitization of Standard Assets) Directions, 2021, as amended (“Securitization Direction”), the Company has transferred, acquired and securitized loan exposure under the TLE Direction and Securitization Direction. The disclosures as required under both the respective Directions are included in Note No. 55.09 and 55.15 of the Standalone Audited Financial Statements annexed to the Annual Report.

Registration with Reserve Bank of India

The Company is registered as NBFC under Section 45-IA of the Reserve Bank of India Act, 1934. However, RBI does not accept any responsibility or guarantee about the present position as to the financial soundness of the Company or for the correctness of any of the statements or representations made or opinions expressed by the Company and for repayment of deposits/discharge of liabilities by the Company.

Investor Education and Protection Fund (IEPF)

a) For dividend pertaining to equity

In accordance with the applicable provisions of the Act read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of 7 (Seven) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for 7 (Seven) consecutive years or more shall be transferred to the demat account of the IEPF Authority.

Since there was no dividend declared and paid for financial year 2015-16, your Company did not have any funds as lying unpaid or unclaimed for a period of 7 (Seven) years in terms of provisions of Section 124 of the Act. Therefore, there are no funds which are required to be transferred to IEPF established by the Central Government pursuant to the provisions of Section 125 of the Act.

During the year under review, the Company did not have any equity shares which were required to be transferred to IEPF as per the provisions of Section 124 of the Act.

b) For Interest/Redemption amount pertaining to NCDs

SEBI has, vide its circular SEBI/HO/DDHS/DDHS-RAC-1/P/CIR/2023/176 dated November 08, 2023, introduced the ‘Framework for transfer of unclaimed amounts to Escrow Accounts and claim thereof by investors of the non-convertible debentures'' by amending Regulation 61A of the Listing Regulations.

In terms with the said Framework, the Board of Directors on recommendation of the Stakeholders Relationship Committee approved the ‘Policy for claiming and verification of unclaimed amounts with respect to non-convertible debentures'' and the said policy is hosted on the website of the Company at www.trucapfinance.com. Further, during the year under review, no interest/redemption was required to be transferred to the Escrow Account or IEPF in terms with the Framework.

Material changes and commitments affecting financial position between end of the financial year and date of this Report.

There are no material changes and commitments affecting the financial position of the Company during the period between end of the financial year and date of this Report.

Code of Conduct for Prevention of Insider Trading

The Board of Directors of the Company has adopted the ‘Code for Insider Trading & Fair Disclosure of Unpublished Price Sensitive Information (UPSI)'' (“Code”) as formulated under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended.

The Code lays down the guidelines and procedure to be followed and disclosures to be made while dealing with the securities of the Company. The Code has been formulated to regulate, monitor and ensure reporting of dealings by the employees of the Company and is available on the website of the Company i.e., www.trucapfinance.com.

Policy on Prevention of Sexual Harassment at Workplace

Your Company recognizes its responsibility and continues to provide a safe working environment for women, free from sexual harassment and discrimination. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has put in place a Policy on Prevention of Sexual Harassment of Women at Workplace and the same is available on the website of the Company i.e., www.trucapfinance.com and has duly constituted an internal complaints committee under the same.

The Company also provides for mandatory training on prevention of sexual harassment for every new joinee, as well as all employees on an annual basis.

During the year under review, there were no complaints made or case filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Cost Records and Auditors

The provisions of Cost Records and Cost Audit as prescribed under Section 148 of the Act are not applicable to the Company.

Significant and Material order passed by the Regulatory or Courts

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

Applications under the Insolvency and Bankruptcy Code, 2016

There was no application made against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 against the Company as on March 31, 2024.

Details of difference between amount of the valuation

During the year under review, there were no one time settlements made by the Company for any loan/borrowing taken from the Banks and/or Financial Institutions. Therefore, as per Rule 8(5)(xii) of Companies (Accounts) Rules, 2014, reasons of difference in the valuation at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions are not required to be reported.

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.

3. None of the Executive Director(s) of the Company receives any remuneration or commission from its subsidiary.

Appreciation

Your Directors place on records their sincere appreciation for the assistance and guidance provided by the Reserve Bank

of India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, government and other Regulatory Authorities, Stock Exchanges, other statutory bodies, bankers and Members of the Company for the assistance, co-operation and encouragement and continued support extended to the Company.

Your directors take this opportunity to thank the customers, vendors and investors and other business partners of the Company for their continued support during the year and also place on record their appreciation to the contribution made by the employees of the Company at all levels.

---

Mar 31, 2023

The directors are pleased to present the 29^th Annual Report along with the Audited Standalone and Consolidated Financial Statements of TruCap Finance Limited ("Company") for the financial year ended March 31,2023 ("Report").

The equity shares of your Company are listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"). The Company is registered with the Reserve Bank of India ("RBI") as a Non-Deposit accepting Non-Banking Financial Company ("NBFC") and is classified as a Systematically Important Non-Banking Financial Company. Further, as per Scale Based Regulation, issued by RBI on October 22, 2021, since the asset size of the Company as on March 31, 2023, is below '' 1,000 crore, the Company falls under base layer.

Pursuant to the applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof, for time being in force) ("Act") and the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"), Master Direction-Non-Banking Financial Company-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016, issued by RBI on September 01, 201 6, as amended ("Master Direction"), and other applicable circular(s)/notification(s) issued by RBI, this Report covers the financial statements and other developments in respect of the Company, during the financial year ended March 31,2023 and upto the date of the Board Meeting held on August 11,2023, to approve this Report.

Dissemination of Annual Report in Electronic Mode

Pursuant to various circulars issued by the Ministry of Corporate Affairs ("MCA") i.e., General Circular Nos. 14/2020 and 17/2020 dated April 08, 2020 and April 13, 2020 respectively, General Circular No. 20/2020 dated May 05, 2020 and General Circular No. 10/2022 dated December 28, 2022 (collectively referred to as "MCA Circulars") and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 and Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 issued by SEBI on May 13, 2022 and January 05, 2023 respectively (collectively referred to as "SEBI Circulars"), relaxati on has been granted to the companies for sending physical copies of annual report to the shareholders.

Accordingly, in compliance with the aforesaid circulars, electronic copies of the notice of the 29^th Annual General Meeting ("AGM") and Annual Report for financial year ended March 31, 2023, will be sent to all the Members whose e-mail addresses are registered with the Company/ Registrar and Share Transfer Agent i.e., M/s. MCS Share Transfer Agent Limited ("RTA") and/or Depository

Participants ("DPs").

Further, the Annual Report for the financial year ended March 31,2023 will also be available on the website of the Company at www.trucapfinance.com and website of BSE and NSE i.e., www.bseindia.com and www.nseindia.com.

Financial Highlights

A summary of the financial performance of the Company, on standalone and consolidated basis, for the financial year 2022-23 as compared to the previous financial year 2021-22 is given below:

(Rs. in Lakhs)
Particulars	Consolidated		Standalone
	2022-23	2021-22	2022-23	2021-22
Gross Total Income	12,380.47	7,598.20	12,395.87	7,005.65
Profit before finance cost, depreciation, exceptional items	6,096.92	3,629.50	6,398.58	3,910.92
Finance Cost	5,079.24	2,435.97	5,078.85	2,435.24
Depreciation	771.12	474.69	596.40	408.00
Profit before exceptional items	246.55	718.84	723.33	1,067.69
Exceptional items	-	-	-	-
Profit before tax	246.55	718.84	723.33	1,067.69
Less: Taxation - Current tax	111.62	285.25	111.62	285.25
Less: Deferred Tax	71.79	35.11	57.36	45.23
Less: Short or excess provision for income tax	-	-	-	-
Net profit for the year	63.14	398.48	554.35	737.21

(Rs. in Lakhs)
Particulars	Consolidated		Standalone
	2022-23	2021-22	2022-23	2021-22
Add: Other Comprehensive Income	4.04	0.98	4.49	(4.81)
Total Comprehensive Income	67.18	399.46	558.84	732.40
Add: Balance brought forward from the previous year	968.82	715.85	1,323.14	737.22
Balance available for appropriation	1,036.00	1,115.30	1,881.98	1469.62
Statutory Reserves under Section 45IC of the Reserve Bank of India Act, 1934	111.77	146.48	111.77	146.48
Balance to be carried forward	924.23	968.82	1,770.21	1,323.14
Basic Earnings Per Share (EPS) ('')	0.06	0.52	0.50	0.95
Diluted EPS ('')	0.06	0.45	0.50	0.80
Proposed Dividend on equity shares of '' 2/- each	11.62	8.88	11.62	8.88

Note: Previous period''s figures have been regrouped/ rearranged wherever necessary.

The financial statements are prepared in accordance with the Act read with Schedule III of the Act and in accordance with the Indian Accounting Standards and relevant provisions of the Listing Regulations for the financial year ended March 31,2023, and forms part of this Annual Report and are also available on the website of the Company i.e., www.trucapfinance.com.

Review of Business Operations and State of Affairs of the Company

During the year under review, the Company''s total income, on a consolidated basis, amounted to '' 12,380.27 lakhs compared to '' 7,598.20 lakhs in the previous year and total income, on a standalone basis, amounted to '' 12,395.87 lakhs compared to '' 7,005.65 lakhs in the previous year. The Company''s operating profit amounted to '' 723.33 lakhs visa-vis '' 1,067.69 lakhs in the previous year. Profit before tax on a consolidated basis stood at '' 246.55 lakhs compared to '' 718.84 lakhs in the previous year and profit after tax on consolidated basis stood at '' 63.14 lakhs compared to '' 398.48 lakhs in the previous year.

The net interest margin compressed during the financial year ended March 31,2023. This compression came from both the asset and liability side, the larger impact of which came from the liability side. With the RBI having raised rates by 250 basis points since early May 2022, most lenders started passing on rate hikes to the Company from June and July 2022 which resulted in an increase in the finance cost of the Company. Further, there has been an increase in the operating expenses, which was higher than anticipated largely due to expediting and building the branch network. From 37 branches as on March 31,2022, the Company has increased the branch count to 78 branches as on March 31,2023.

The loan assets under management (AUM) grew 44.58% year-on-year to '' 41,790.77 lakhs as compared to '' 28,812.20 lakhs in the previous year.

Listing of Equity Shares of the Company on National Stock Exchange of India Limited

The Board of Directors of the Company at its meeting held on May 23, 2023, approved to list the equity shares of the Company on NSE. Subsequently, in response to the Company''s application, NSE has, with effect from June 20, 2023, granted listing and trading approval pertaining to equity shares of the Company.

Change in name of the Company

During the year under review, the Shareholders of the Company had at the Extra-Ordinary General Meeting of the Company held on June 29, 2022, inter alia, approved the change in name of the Company from "Dhanvarsha Finvest Limited" to "TruCap Finance Limited".

Subsequently, the change in name of the Company was approved by the Registrar of Companies, Mumbai, with effect from August 03, 2022, by issuing Certificate of Incorporation consequent to change in name.

Further, RBI has issued revised Certificate of Registration bearing number B-1 3.02403 on September 09, 2022, in lieu of the earlier certificate of registration in the new name of the Company.

The management feels that the new name caters to the Company''s need for enhanced and better brand connect/ loyalty with the evolving needs of all our stakeholders. Further, the new name will help the Company in achieving the purpose of aligning its vision, mission, brand values, brand persona and customer connect/recall value.

Change in Nature of Business

There has been no change in the nature of business of the Company during the financial year ended March 31,2023.

Shifting of Registered Office of the Company

The registered office of the Company was shifted from the premises at 2^nd Floor, Building No. 4, D. J. House, Old

Nagardas Road, Andheri (East), Mumbai - 400 069 to the new premises at 3^rd Floor, A Wing, D. J. House, Old Nagardas Road, Andheri (East), Mumbai - 400 069 within the local limits of the city with effect from May 31,2022.

Co-Lending and Business Correspondent model

While banks have greater liquidity, NBFCs have better reach and origination capabilities. The RBI, for encouraging banks and NBFCs to address the financial needs of the Micro, Small and Medium Enterprises ("MSME") in the country and to provide loans to the underserved population, has enabled co-lending between banks and NBFCs. Taking benefit of banks'' low-cost funding and leveraging the extensive reach and presence of the Company in the northern and western geographies of India, during the year under review, the Company has entered into strategic alliances with various leading public and private sector banks and financial institutions for Co-Lending and Business Correspondent arrangements. During the year under review, the overall AUM through co-lending model stood at '' 14,542.81 lakhs (including loan against collateral of Gold) which was 34.63% of the total AUM as on March 31,2023.

Scheme of Arrangement

During the year under review, the Board of Directors have on recommendation of the Audit Committee and the Independent Directors of the Company, at its meeting held on December 19, 2022, approved the Scheme of Arrangement between Exclusive Leasing and Finance Private Limited ("EZ Capital") and the Company and their respective Shareholders and Creditors for acquisition of Retail MSME Lending Business of EZ Capital ("Scheme") and subsequently made an application to BSE for seeking in principle approval from BSE on the Scheme.

Transfer to Statutory Reserve

In compliance with Section 45-IC (1) of Reserve Bank of India Act, 1934, the Company, has transferred a sum of '' 111.77 lakhs to the Statutory Reserve Fund for the financial year ended March 31,2023.

Credit Rating

The details of ratings assigned by credit rating agencies and migration of ratings during the year ended March 31, 2023, and as on the date of this Report, are as follows:

Dividend on Equity Shares

Pursuant to the provisions of Regulation 43A of the Listing Regulations and circular issued by RBI on declaration of dividends by NBFCs on June 24, 2021, the Company has formulated and adopted a Dividend Distribution Policy approved by the Board of Directors of the Company ("Policy").

The Directors recommend, for consideration and approval of the Members at the ensuing AGM, for payment of a dividend of

'' 0.01/- per equity share i.e., 0.5% of face value of '' 2/- each. The total dividend for the financial year 2022-23 is '' 11.62 lakhs to be paid out of the profits of the Company.

The dividend recommended is in accordance with the principles and criteria set out in the Policy.

Further, dividend paid for financial year 2021-22 was '' 0.01/-per equity share i.e., 0.5% of face value of '' 2/- each. The amount of dividend aggregated to '' 8.88 lakhs.

The Finance Act, 2020, has abolished the Dividend Distribution Tax and has introduced the system of dividend taxation in the hands of the shareholders with effect from April 01, 2020. Accordingly, the Company would be required to deduct Tax at Source in respect of payment of dividend, if declared, to its shareholders (resident as well as non-resident).

The Policy is annexed as Annexure — I to this Report and the same is also available on the website of the Company i.e., www.trucapfinance.com and link is https://trucapfinance.com/ wp-content/uploads/Dividend-Distribution-Policy-Final.pdf.

Debentures

During the year under review, the Company has redeemed and has made timely payment towards principal and interest in full of the below mentioned rated, secured, senior, transferable, listed, redeemable, principal protected market linked nonconvertible debentures ("NCDs") issued on private placement basis:

a. 1,50,000 NCDs of '' 1,000/- each aggregating to '' 15,00,00,000/- allotted on June 11,2021, have been redeemed on September 09, 2022.

b. 150 NCDs of '' 10,00,000/- each aggregating to '' 15,00,00,000/- allotted on September 02, 2021, have been redeemed on December 02, 2022.

Consequently, as on March 31,2023, there are no outstanding listed NCDs in the Company and accordingly the provisions of Chapter V of the Listing Regulations are not applicable to the Company.

Further, during the year under review, as per the terms of the senior, secured, unlisted, unrated, redeemable non-convertible debentures ("Unlisted NCDs"), out of 50 Unlisted NCDs, the Company has redeemed 14 Unlisted NCDs having face value of '' 10,00,000/- each aggregating to '' 1,40,00,000/. Accordingly, as on March 31, 2023, 36 Unlisted NCDs having face value of '' 10,00,000/- each aggregating to '' 3,60,00,000/- are outstanding.

The details of the Debenture Trustee of the Company for the aforesaid outstanding Unlisted NCDs are as under:

Catalyst Trusteeship Limited

GDA House, 1^st Floor,

Plot No. 85, S. No. 94 & 95,

Bhusari Colony (Right), Kothrud, Pune - 411 038.

Website: https://catalysttrustee.com/

Share Capital of the Company

During the financial year 2022-23, the total paid up equity share capital of the Company increased from '' 17,76,77,878/-divided into 8,88,38,939 equity shares having face value of '' 2/- each to '' 23,24,29,432/- divided into 11,62,14,716 equity shares having face value of '' 2/- each.

As on the date of this Report, the total paid up equity share capital of the Company is '' 23,25,98,742/- divided into 11,62,99,371 equity shares of '' 2/- each.

Further, during the year under review, 4,95,956 convertible warrants issued to public category have not been exercised till May 02, 2022, i.e., within 18 months from the date of allotment. Accordingly, the right to exercise conversion of the warrants into equity shares has lapsed and the upfront consideration amounting to '' 27,59,995.14/- (Rupees Twenty-Seven Lakhs Fifty-Nine Thousand Nine Hundred Ninety-Five and Paise Fourteen only) received has been forfeited by the Company in compliance with Regulation 169(3) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations").

Furthermore, the Finance Committee of the Company at its meeting held on May 09, 2022, has, subsequent to approval of the Shareholders at their Extra-Ordinary General Meeting held on April 11, 2022, issued and allotted 27,74,706 convertible warrants on preferential basis having face value of '' 2/- each at issue price of '' 132/- each for aggregate consideration of '' 36,62,61,192/- (Rupees Thirty-Six Crores Sixty-Two lakhs Sixty-One Thousand One Hundred and Ninety-Two only) to non-promoter entities/individuals, convertible into equivalent number of equity shares of the Company within 18 months from the date of allotment. These convertible warrants have been allotted against receipt of the subscription price equivalent to 25% of the issue price and balance exercise price equivalent to 75% of the conversion price of the equity shares shall be payable by the warrant holder(s) at the time of exercising options of conversion of the warrants.

The Members of the Company at the Extra-Ordinary General Meeting of the Company held on January 18, 2023, had approved preferential issue of (a) 26,82,762 equity shares

at an issue price of '' 74.55/- per share and (b) 80,48,289 convertible warrants at an issue price of '' 74.55/- per warrant, to Zeal Global Opportunities Fund, a Category I Foreign Portfolio Investor ("Zeal") registered with SEBI, in nonpromoter category. However, since Zeal did not subscribe to the preferential issue within the time limit prescribed under ICDR Regulations, the Board of Directors of the Company vide resolutions passed by way of circulation dated February 02, 2023, approved rescinding of resolutions passed at the Board Meeting held on December 19, 2022, related to aforesaid preferential issue. Further, as per Clause 11 of Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, the Members of the Company have at the Extra-Ordinary General Meeting of the Company held on March 28, 2023, rescinded its earlier approval on the aforesaid preferential issue.

Public Deposits

The Company is registered with RBI as a Non-Deposit accepting NBFC. Further, pursuant to the provisions of para 2 of the Master Direction - Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016, as amended, the Board of Directors have confirmed that during the financial year ended March 31,2023, the Company has not accepted public deposits as defined under the Reserve Bank of India Act, 1934 and will not accept public deposits during the financial year 2023-24 without prior written approval of RBI.

Board of Directors

The Company recognizes the importance of a diverse Board in its success and believes that it will help the Company to

enhance its governance and competitive arc. The composition of the Board of Directors of the Company is in accordance with the provisions specified in the Act and Listing Regulations. The Board comprises of eminent persons of proven competence and integrity. Besides experience, strong financial acumen, strategic

astuteness and leadership qualities, the Board of Directors have a significant degree of commitment towards the Company and devotes adequate time to meetings and preparation.

As on August 11,2023, the Board of Directors of the Company comprises of the following directors:

Sr. No.	Name of the Director	DIN	Designation
1.	Mr. Rakesh Sethi	02420709	Independent Director, Chairperson
2.	Mr. Nirmal Vinod Momaya	01641934	Independent Director
3.	Mr. Krishipal Raghuvanshi	07529826	Independent Director
4.	Ms. Abha Kapoor	01277168	Independent Director
5.	Ms. Geetu Gidwani Verma	00696047	Independent Director
6.	Mr. Rajiv Kapoor	08204049	Non-Executive Non-Independent Director
7.	Mr. Atwood Porter Collins	09239511	Non-Executive Non-Independent Director
8.	Mrs. Rushina Mehta	01042204	Non-Executive Non-Independent Director
9.	Mr. Rohanjeet Singh Juneja	08342094	Managing Director & Chief Executive Officer

During the financial year ended March 31,2023, and till the date of this Report, the composition of the Board of Directors of the Company underwent the following changes:

(a) The members of the Company have at the Extra-Ordinary General Meeting of the Company held on June 29, 2022, on recommendation of the Board of Directors and Nomination and Remuneration Committee, inter alia, approved:

i. appointment of Ms. Abha Kapoor as an Independent Director of the Company for a term of 5 (Five) consecutive years with effect from March 30, 2022, till March 29, 2027 (both days inclusive).

ii. appointment of Ms. Geetu Gidwani Verma as an Independent Director of the Company for a term of 5 (Five) consecutive years with effect from May 31, 2022, till May 30, 2027 (both days inclusive).

iii. change in designation of Mr. Rajiv Kapoor from Non-Executive Independent Director to NonExecutive Non-Independent Director with effect from March 30, 2022, liable to retire by rotation.

(b) Mrs. Minaxi Mehta (DIN: 03050609), Non-Executive Non-Independent Director of the Company, resigned from the directorship of the Company with effect from close of business hours of June 17, 2022.

(c) The members ofthe Company have at the 28^th Annual General Meeting of the Company held on September 28, 2022, on recommendation of Board of Directors and Nomination and Remuneration Committee, approved the appointment of Mrs. Rushina Mehta as Non-Executive Non-Independent Director of the Company with effect from June 17, 2022, liable to retire by rotation.

(d) Mr. Karan Neale Desai (DIN: 05285546), Whole Time Director of the Company, resigned from the directorship

of the Company with effect from close of business hours of June 30, 2022.

All the Directors of the Company have confirmed that they are not disqualified to act as Director in terms of Section 164 of the Act.

In accordance with the provisions of Section 152(6) of the Act, Mr. Atwood Porter Collins, Non-Executive Non-Independent Director of the Company, is liable to retire by rotation at the ensuing AGM and, being eligible, has offered himself for re-appointment. The Board of Directors of the Company recommends the same for the approval of the Members of the Company.

Further, the term of appointment of Mr. Nirmal Vinod Momaya and Mr. Krishipal Raghuvanshi, Independent Director(s) of the Company, expires on August 09, 2023 and August 23, 2023, respectively. The Board of Directors at its meeting held on August 11, 2023, on the recommendation of the Nomination and Remuneration Committee, has approved and recommended to the Members of the Company the below for their approval at the ensuing AGM:

i. re-appointment of Mr. Nirmal Vinod Momaya as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of 5 (Five) consecutive years with effect from August 10, 2023 till August 09, 2028 (both days inclusive); and

ii. re-appointment of Mr. Krishipal Raghuvanshi as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of 5 (Five) consecutive years with effect from August 24, 2023 to August 23, 2028 (both days inclusive).

The notice convening the AGM includes brief information and a proposal for re-appointment of Mr. Atwood Porter Collins, Mr. Nirmal Vinod Momaya and Mr. Krishipal Raghuvanshi as Director(s) of the Company.

Declaration by Independent Directors

Pursuant to the provisions of Section 149(7) of the Act, the Independent Director(s) have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting the status as Independent Directors of the Company during the financial year ended March 31,2023.

Further, the Company has obtained the certificate from M/s. U. Hegde & Associates, Practicing Company Secretaries, pursuant to Regulation 34(3) and Schedule V Para C Clause 10(i) of the Listing Regulations confirming that none of the Directors on Board of the Company as on March 31,2023, have been debarred or disqualified from being appointed or continuing as Directors of the Company by SEBI/MCA or any such statutory authority. The aforesaid certificate is annexed to the Corporate Governance Report which forms part of the Annual Report.

Meetings of the Board

The Board met 6 (Six) times during the financial year. The details of the meeting(s) of the Board of Directors of the Company held during the financial year 2022-23 and attendance of the Directors forms part of the Corporate Governance Report which forms part of the Annual Report.

Composition of Committees of Board

The Board has various board level committees constituted in accordance with the applicable provisions of the Act and Listing Regulations.

(a) Audit Committee

The below was the constitution of the Audit Committee as on March 31,2023:

Sr. No.	Name of the Member	Designation
1.	Mr. Krishipal Raghuvanshi	Independent Director, Chairperson
2.	Mr. Nirmal Vinod Momaya	Independent Director, Member
3.	Mr. Rajiv Kapoor	Non-Executive NonIndependent Director, Member

Note: Mr. Krishipal Raghuvanshi was elected as the Chairperson of the Audit Committee in place of Mr. Nirmal Vinod Momaya with effect from November 07, 2022. Mr. Nirmal Vinod Momaya continues to be a member of the Audit Committee.

Further, the Committee was re-constituted on August 04, 2023, with the following members.

Sr. No.	Name of the Member	Designation
1.	Mr. Krishipal Raghuvanshi	Independent Director, Chairperson
2.	Mr. Rakesh Sethi	Independent Director, Member
3.	Mr. Nirmal Vinod Momaya	Independent Director, Member
4.	Mr. Rajiv Kapoor	Non-Executive Non-Independent Director, Member

The composition, role, terms of reference and powers of the Audit Committee are in conformity with the requirements of the Act and Listing Regulations and the same has been provided in the Corporate Governance Report which forms part of the Annual Report.

During the year under review, the Audit Committee met and discussed various matters including financials, internal audit reports and statutory audit reports. During the period under review, the Board of Directors of the Company accepted all the recommendations of the Audit Committee.

The details of Audit Committee meetings held during the year under review and quorum are provided in the Corporate Governance Report which forms part of the Annual Report.

(b) Nomination and Remuneration Committee

The constitution of the Nomination and Remuneration Committee as on March 31,2023, and upto the date of this Report, is given below:

Sr. No.	Name of the Member	Designation
1.	Ms. Abha Kapoor	Independent Chairperson	Director,
2.	Mr. Rakesh Sethi	Independent Member	Director,
3.	Mr. Nirmal Vinod Momaya	Independent Member	Director,

The composition, terms of reference and powers of the Nomination and Remuneration Committee are in conformity with the requirements of the Act and Listing Regulations and the same has been provided in the Corporate Governance Report which forms part of the Annual Report.

The Company has formulated a policy on Appointment and Evaluation of Directors and the Board, that includes the terms of reference of the Nomination and Remuneration Committee and the same is hosted on the website of the Company i.e., www.trucapfinance.com.

The details of Nomination and Remuneration Committee meetings held during the year under review and quorum are provided in the Corporate Governance Report which forms part of the Annual Report.

(c) Stakeholders Relationship Committee

The constitution of the Stakeholders Relationship Committee as on March 31,2023, and upto the date of this Report, is given below:

Sr. No.	Name of the Member	Designation
1.	Mr. Rajiv Kapoor	Non-Executive NonIndependent Director, Chairperson
2.	Mr. Krishipal Raghuvanshi	Independent Director, Member
3.	Mr. Rohanjeet Singh Juneja	Managing Director & Chief Executive Officer, Member

Notes:

1. Mr. Karan Neale Desai, Whole Time Director ceased to be member of the Stakeholders Relationship Committee with effect from May 30, 2022.

2. Mr. Rohanjeet Singh Juneja, Managing Director and Chief Executive Officer of the Company has been appointed as a member of the Stakeholders Relationship Committee with effect from May 30, 2022.

The composition, role, terms of reference and powers of the Stakeholders Relationship Committee are in conformity with the requirements of the Act and Listing Regulations and the same has been provided in the Corporate Governance Report which forms part of the Annual Report.

The details of the Stakeholders Relationship Committee meetings held during the year under review, quorum and status of investors'' complaints are provided in the Corporate Governance Report which forms part of the Annual Report.

(d) Risk Management & Strategy Committee

During the year under review, the Board of Directors of the Company at its meeting held on November 14, 2022, renamed the "Risk Management Committee" to "Risk Management & Strategy Committee".

The constitution of the Risk Management & Strategy Committee as on March 31,2023, and upto the date of this Report, consists of the following members:

Sr. No.	Name of the Member	Designation
1.	Mr. Rakesh Sethi	Independent Director, Chairperson
2.	Mr. Nirmal Vinod Momaya	Independent Director, Member
3.	Mr. Rajiv Kapoor	Non-Executive NonIndependent Director, Member
4.	Mr. Rohanjeet Singh Juneja	Managing Director & Chief Executive Officer, Member

The composition, role, terms of reference and powers of the Risk Management & Strategy Committee are in conformity with the requirements of the Listing Regulations and RBI Master Directions. Further, the details of the Risk Management & Strategy Committee meetings held during the year under review and quorum, along with the terms of reference has been provided in the Corporate Governance Report which forms part of the Annual Report.

(e) Corporate Social Responsibility Committee

Since the net profit of the Company for the year ended March 31, 2022, was more than

'' 5 crore, the Board of Directors of the Company at its meeting held on May 30, 2022, has constituted Corporate Social Responsibility ("CSR") Committee in compliance with Section 135 of the Act. The composition of the CSR Committee as on March 31,2023, and upto the date of this Report, consists of the following members:

The composition, role, terms of reference and powers of the CSR Committee are in conformity with the requirements of the Act. Further, the details of CSR Committee meetings held during the year under review and quorum along with the terms of reference have been provided in the Corporate Governance Report which forms part of the Annual Report.

Board Evaluation

Pursuant to the provisions of the Act and Listing Regulations, the Company has devised a policy for performance evaluation of Independent Directors, Board of Directors, Committee(s) and other individual Directors which include criteria for performance evaluation of the Non-Executive Directors and Executive Director. A structured questionnaire was prepared after taking into consideration various aspects such as performance of specific duties, obligations, Board''s functioning, composition of the Board and its committees, culture and governance.

The performance evaluation of the Chairperson, Executive Director, Non-Executive Directors, Independent Directors and Board as a whole, was carried out by the entire Board of Directors of the Company excluding the directors being evaluated. The Board of Directors expresses their satisfaction with the evaluation process.

The Board considered and discussed the inputs received from the directors. The Independent Directors in their meeting held on May 27, 2022, considered and reviewed the following:

(a) Performance of Directors, various committees of Board and the Board as a whole.

Sr. No.	Name of the Member	Designation
1.	Ms. Abha Kapoor	Independent Director, Chairperson
2.	Mr. Rajiv Kapoor	Non-Executive NonIndependent Director, Member
3.	Mr. Rohanjeet Singh Juneja	Managing Director & Chief Executive Officer, Member

(b) Performance of the Chairperson of the Company.

(c) Assessed the quality, quantity, and timeliness of flow of information between the Company''s management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

The Appointment and Evaluation Policy which lays down criteria for appointment of Executive Director(s) and Independent Director(s) and remuneration of Directors, Key Managerial Personnel and senior management employees is annexed herewith as Annexure - II.

Familiarization Programme for Independent Directors

All Independent Directors are familiarized with the operations and functioning of the Company at the time of their appointment and on an ongoing basis. The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company i.e., www.trucapfinance.com.

Compliance with Fit and Proper Criteria & Code of Conduct

Each of the Director of the Company has submitted undertaking and declaration on being fit and proper in terms of the provisions of Master Directions. The Board of Directors of the Company, on the recommendation of the Nomination and Remuneration Committee, has reviewed and confirmed that all existing Directors are fit and proper to continue to be appointed as a Director on the Board.

All Board Members and senior management personnel have affirmed compliance with the Company''s code of conduct during the financial year under review and a declaration to this effect signed by the Managing Director & Chief Executive Officer is included in the Annual Report.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31,2023, are:

Sr. No.	Name of the Person	Designation
1.	Mr. Rohanjeet Singh Juneja	Managing Director & Chief Executive Officer
2.	Mr. Sanjay Kukreja	Chief Financial Officer
3.	Mr. Lalit Chendvankar	Chief Compliance Officer & Legal Head
4.	Ms. Sonal Sharma	Company Secretary & Compliance Officer

During the year under review and upto the date of this Report, the following changes has occurred in the Key Managerial Personnel of the Company:

(a) Mr. Karan Neale Desai, Whole Time Director of the Company, resigned from the directorship of the

Company with effect from close of business hours of June 30, 2022.

(b) To focus more on the additional responsibilities and roles and for strengthening the organizational matrix, Mr. Lalit Chendvankar, Chief Compliance Officer and Legal Head resigned from the post of Company Secretary and Compliance Officer of the Company with effect from close of business hours of October 13, 2022. Further, the Board of Directors have at its meeting held on October 13, 2022, approved continuation of Mr. Lalit Chendvankar as the Chief Compliance Officer and Legal Head of the Company and continue to be designated as Key Managerial Personnel of the Company under the Act.

(c) Ms. Sonal Sharma has been appointed as Company Secretary and Compliance Officer of the Company with effect from October 14, 2022.

Subsidiary Company

DFL Technologies Private Limited is the wholly owned subsidiary company of the Company ("WoS").

Accordingly, pursuant to the provisions of Sections 129, 134 and 136 of the Act, read with applicable rules thereunder, Regulation 33 of the Listing Regulations and applicable Indian Accounting Standards ("Ind AS"), the Board of Directors of the Company approves the Consolidated Financial Statements of the Company and its WoS. Copies of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Report of the Auditors of the WoS are not attached to the accounts of the Company for the financial year 2022-23. The Company will make these documents/details available upon request by any Member of the Company. These documents/details will also be available for inspection by any Member of the Company at its registered office and at the registered office of the WoS during business hours on working days and through electronic means. Members of the Company can request the same by sending an email to [email protected] till the date of ensuing AGM. The Company''s financial statements, including the accounts of its WoS which form part of the Annual Report, are prepared in accordance with the Act and Ind AS 110.

As on March 31, 2023, the total investment made by the Company in the equity share capital of the WoS was '' 3,190.10 lakhs.

As required under Regulations 16(1)(c) and 46 of the Listing Regulations, the Board has approved and adopted the Policy on determining Material Subsidiaries. The said Policy is available on the Company''s website i.e., www.trucapfinance.com. Further, pursuant to Regulation 16(1 )(c) of Listing Regulations and the policy on determining material subsidiary, based on the audited financial statements of the Company as on March 31,2023, WoS continues to be the material subsidiary company of the Company.

Statement containing Salient Features of the Financial Statements of Subsidiary

A report on the performance and financial position of WoS, as per Section 1 29(3) of the Act read with the Companies

(Accounts) Rules, 2014, as amended, is provided in the prescribed Form AOC-1 as Annexure — III of this Report and hence not repeated here for the sake of brevity.

Joint Ventures/Associates

As per the provisions of the Act, the Company did not have any Joint Ventures/Associates during the financial year under review.

Directors'' Responsibility Statement

In terms of Section 134(5) of the Act read with the Companies (Accounts) Rules, 2014, as amended, your Directors state that:

(a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2023 and of the profit and loss of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a ''going concern'' basis;

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

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

Employees Stock Option Plan

The Company has in force the Dhanvarsha ESOP Plan - 2018 ("ESOP Plan 2018") which is prepared as per the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 ("SBEB Regulations").

The Shareholders of the Company has at the 28^th Annual General Meeting of the Company held on September 29, 2022, on recommendation of the Board of Directors of the Company, approved amendment in ESOP Plan 2018 to comply with the regulatory requirements in terms of the revised SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021, as amended ("SEBI SBEB & SE Regulations"), which has repealed the erstwhile SBEB Regulations. The amendments approved are not detrimental to the interests of the current grantees of the Company under the ESOP Plan 2018. A certificate from M/s. U. Hegde & Associates, Practicing Company Secretaries, Secretarial Auditor of the Company, has been obtained that the ESOP Plan 2018 has been implemented

in accordance with SBEB Regulations and SEBI SBEB & SE Regulations, and the same will be available for inspection by Members of the Company through electronic means.

Under Ind AS, equity settled share-based payment transactions with employees are required to be accounted for as per Ind AS 102 "Share-based Payment", whereby the fair value of options as on the grant date should be estimated and recognized as an expense over the vesting period. In accordance with the above, the Company has followed fair value method for equity options in its accounts.

The disclosures relating to ESOP Plan 2018 required to be made under the provisions of the Act and SEBI SBEB & SE Regulations, are provided on the website of the Company

i.e., www.trucapfinance.com and link is https://trucapfinance. com/wp-content/uploads/ESOP-Disclosure-2022-23.pdf. and the same is available for inspection by the Members of the Company at the registered office of the Company on all working days, except Saturdays and Public Holidays, during business hours and through electronic means. Members of the Company can request the same by sending an email to [email protected] till the date of the ensuing AGM.

TruCap Employee Retention Plan

Wilson Holdings Private Limited, promoter of the Company ("Promoter") has instituted "TruCap Employee Retention Plan" ("Plan") to motivate the Identified Employee(s) of the Company (as defined under the Plan) with incentives and reward opportunities and to achieve sustained growth of the Company by aligning the interests of the Identified Employees with the long-term interests of the Company. Pursuant to the said Plan, the Promoter along with Mrs. Minaxi Mehta will transfer up to 70,00,000 equity shares of the Company (or such revised number of equity shares as may be available pursuant to any corporate action) ("Equity Shares") held by the Promoters to Wilson Growth Private Limited, a wholly owned subsidiary of the Promoter ("Wilson Growth"). Pursuant to the Plan, a trust is also incorporated to implement the Plan ("Trust") and subject to the conditions more particularly set forth in the Plan, the cash bonus will be paid as per the terms and conditions set out in the grant letter issued to the Identified Employee(s) ("Letter of Grant"). Wilson Growth will sell the Equity Shares, in one or more tranches, in accordance with the Letter of Grant and the proceeds from the sale of such Equity Shares (after deducting capital gains tax) will be transferred to the Trust for further disbursal to the Identified Employee(s).

While the Plan is being instituted by the Promoters, with the sole intention to abide by good corporate governance practices and in the spirit of true and fair disclosure, the Company has obtained approval from the Members of the Company for the Plan at the Extra-Ordinary General Meeting of the Company held on March 28, 2023.

Capital Adequacy Ratio

During the year ended March 31, 2023, the asset size of the Company crossed '' 500 crore and accordingly the Company achieved the status of Systemically Important NBFC. Pursuant to the Master Direction issued by RBI, the capital adequacy

ratio (Standalone) of the Company as on March 31, 2023, stood at 34.50%, comprising Tier I capital ratio of 34.40% against the ratio of 10% as prescribed by RBI.

Management Discussion and Analysis

A detailed review of the operations, performance and future outlook of the Company and its business, as stipulated under Regulation 34(2)(e) read with Schedule V of the Listing Regulations, is presented in a separate section forming part of the Annual Report under the head ''Management Discussion and Analysis.''

Business Responsibility Report

Pursuant to amendment in Listing Regulations, top 1,000 listed entities based on market capitalisation are required to submit a Business Responsibility and Sustainability Report ("BRSR") with effect from the financial year ended March 31, 2023. Since, as on March 31,2023, the Company is not under top 1,000 companies based on market capitalization on BSE, BRSR is not required to be annexed to this Report. However, as instructed by SEBI vide interpretive letter regarding the applicability of BRSR, issued under SEBI (Informal Guidance) Scheme, 2003, dated May 31,2023, SEBI directed all top 1,000 entities basis market capitalisation till financial year 2021-22, to continue to annex a business responsibility report to the annual report.

Accordingly, the Business Responsibility Report ("BRR"), in terms of Regulation 34(2)(f) of the Listing Regulations, describing the initiatives taken by the Company from an environmental, social and governance perspective is attached as part of the Annual Report.

Corporate Governance

Your Company believes in adopting best Corporate Governance practices and has also implemented several best practices prevalent globally. The report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the Listing Regulations forms an integral part of the Annual Report.

Further, certificate obtained from M/s. U. Hegde & Associates, Practicing Company Secretaries, confirming compliance with the conditions of the Corporate Governance as stipulated under Regulation 34(3) and Schedule V to the Listing Regulations is annexed to the Corporate Governance Report which forms part of the Annual Report.

Compliance with the Secretarial Standards

The Board of Directors affirms that the applicable Secretarial Standards, i.e., SS-1 and SS-2 issued by the Institute of Company Secretaries of India relating to ''Meetings of Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

Contracts and Arrangements with Related Parties

During the year, the Board of Directors have on recommendation of the Audit Committee, reviewed and amended the Policy on Related Party Transactions ("RPT Policy") to bring it in line with the recent changes in Listing Regulations. The RPT Policy is available on the website of the Company i.e., www. trucapfinance.com and the link is https://trucapfinance.

com/wp-content/uploads/Policy-on-RPT.pdf. The RPT Policy provides for identification of Related Party Transactions ("RPT"), necessary approvals by the Audit Committee/ Board/Shareholders, reporting and disclosure requirements in compliance with the Act and provisions of the Listing Regulations.

All contracts executed by the Company during the financial year with related parties were on an arm''s length basis and in the ordinary course of business. All such RPTs were placed before the Audit Committee/Board for approval, wherever applicable. The Audit Committee reviews all RPTs quarterly.

During the year, the contracts/arrangements/transactions with related parties entered by the Company were not material in accordance with Regulation 23 of Listing Regulations. The policy on ''material'' subsidiaries and the policy on material events along with the RPT Policy, used for determining RPTs and dealing with RPTs as approved by the Board may be accessed on the website of the Company i.e., www.trucapfinance.com. Please refer to Note No. 44 of the Standalone Financial Statements, which contains related party disclosures.

Since all RPTs entered into by the Company during the financial year ended March 31, 2023, were on an arm''s length basis and in the ordinary course of business, the disclosure required in Form AOC-2 under Section 134(3)(h) of the Act, read with Rule 8 of the Companies (Accounts of Companies) Rules, 2014, as amended, is not applicable. Further, in compliance with Regulation 23 of the Listing Regulations, disclosures relating to RPTs on a consolidated basis are filed with the stock exchange on a half-yearly basis.

Internal Financial Controls and adequacy

The Company has in place adequate internal financial controls with reference to the financial statements and the same are commensurate with the scale and complexity of its operations. Further, pursuant to provisions of Section 138 of the Act, the Company has appointed internal auditors who conduct internal audits on a periodic basis to independently validate the existing controls as per scope assigned to them. The internal audit program is reviewed by the Audit Committee at the beginning of the year to ensure that the coverage of the areas is adequate. Internal Auditors test the design and effectiveness of the key controls. Significant audit observations, if any, are presented to the Audit Committee along with the status of management actions and the progress of implementation of recommendations. The Company also periodically engages outside experts to carry out independent reviews of the effectiveness of various business processes. The observations and best practices suggested are reviewed and appropriately implemented with a view to continuously strengthening the internal controls.

During the year under review, no reportable material weakness in the design or operations was observed.

Annual Return

Pursuant to the provisions of Section 92(3) and Section 134(3) (a) of the Act, and the rules made thereunder, as amended, the Annual Return of the Company as prescribed in Form MGT-7 is available on the website of the Company i.e., www.trucapfinance.com and the link is https://trucapfinance. com/wp-content/uploads/MGT-7-Check-Form-1.pdf.

Statutory Auditors and Auditors'' Report

The audit for the financial year 2022-23 was conducted by M/s. Bansal Bansal & Co., Chartered Accountants (Firm Registration No.100986W with the Institute of Chartered Accountants of India), Statutory Auditors of the Company and there are no qualifications, reservations, adverse remarks, or disclaimers made by them in their Audit Report(s). The notes to financial statements referred to in the Auditors'' Report are self-explanatory and therefore do not call for any comments under Section 134 of the Act. The report(s) issued by the Statutory Auditors of the Company are annexed to the financial statements in the Annual Report.

Secretarial Auditor

Pursuant to Section 204(1) of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, M/s. U. Hegde and Associates, Practicing Company Secretaries (Membership Number: A22133 with the Institute of Company Secretaries of India), is appointed as the Secretarial Auditor of the Company for the financial year 2022-23. The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2023, is annexed herewith as Annexure-IV-A to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of the Listing Regulations, the Annual Secretarial Compliance Report for the financial year 2022-23 was issued by M/s. U. Hegde & Associates, Practicing Company Secretaries, Secretarial Auditor of the Company. The Annual Secretarial Compliance Report for the financial year 2022-23 has been submitted to BSE in compliance with the SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/38 dated March 19, 2020, read with BSE Circular No. 2023041041 dated April 10, 2023.

Since, pursuant to Regulation 16(1) (c) of the Listing Regulations, based on the audited financial statements of the Company as on March 31, 2023, WoS continues to be the material subsidiary company of the Company, accordingly, as per Regulation 24A of the Listing Regulations, the Secretarial Audit Report of the WoS for financial year 2022-23 is annexed herewith as Annexure-IV-B to this Report.

Reporting of Frauds by the Auditors

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee/Board under Section 143(12) of the Act.

Corporate Social Responsibility

In accordance with Section 135 of the Act, the Company has constituted a Corporate Social Responsibility ("CSR") Committee.

The Board of Directors of the Company have on recommendation of the CSR Committee approved Policy on Corporate Social Responsibility of the Company and the same is available on the website of the Company i.e., www.trucapfinance.com. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is annexed as Annexure-V to this Report.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended, are set out in the Annexure-VI.

Particulars of Loan given, Investment made, Guarantee given, and Securities provided by the Company

The Company, being an NBFC registered with the RBI, provisions prescribed under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as amended, pertaining to loans, guarantees and investments are not applicable to Company. Accordingly, the disclosures under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as amended, have not been made in this Report.

Further, in accordance with the provisions of the circular issued by the RBI on April 1 9, 2022, the Company being a base layer NBFC, the Board of Directors have, on the recommendation of the Audit Committee, approved Policy on Loan to Directors and Senior Officers. Further, in compliance with the said circular, disclosure with respect to loans to directors and senior officers is included in Note No. 55.13 of the standalone financial statements annexed to the Annual Report.

Whistle Blower Policy/Vigil Mechanism

In compliance with the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 201 4, as amended, and Regulation 22 of the Listing Regulations, and to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, your Company has adopted a Vigil Mechanism/"Whistle Blower Policy. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and is also provided direct access to the Chairperson of the Audit Committee, in appropriate or exceptional cases.

Accordingly, ''Whistle Blower Policy'' has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Chairperson 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.

The policy has also been uploaded on the website of Company i.e., www.trucapfinance.com and the link is https:// trucapfinance.com/wp-content/uploads/Vigil-Mechanism.pdf.

Risk Management

As an NBFC, the Company is exposed to various risks which inter alia includes credit, liquidity, market, operational, interest rate risk and other risk associated with the business and the industry it operates in. To mitigate such risks, the Company continues to invest in talent, processes and emerging technologies for building advanced risk management capabilities and has a well-defined risk management framework in place for managing and reporting on risks. A systematic approach has been adopted that originates with the identification of risk, categorization and assessment of identified risk, evaluating effectiveness of existing controls and building additional controls to mitigate risk and monitoring the residual risk through effective Key Risk Indicators.

The Board has constituted a Risk Management & Strategy Committee as required under Master Directions read with Regulation 21 of the Listing Regulations.

The Company has a Board approved Policy on Risk Management, which inter alia, provides for principles of risk management, risk governance, organization structure, business control measures, principle risks and business continuity plan. The management identifies and controls risks through a defined framework in terms of the aforesaid policy.

Further, the Board, on a periodic basis, reviews and assesses the Risk Assessment Statement, monitoring the various risks to which the Company is exposed to vis-a-vis the prudential parameters.

Particulars of employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the disclosures pertaining to the remuneration and other details as required is annexed as Annexure - VII to this Report.

A statement with the names and other particulars of employees drawing remuneration in excess of the limits prescribed under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection at the registered office of the Company and through electronic mode. Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. Any Member interested in obtaining such information may send an email on [email protected].

Listing Fees

As on date, the equity shares of the Company are listed on BSE and NSE. The listing fees for the financial year 2023-24 for BSE and NSE have been paid by the Company.

Auction for Recovery for Loan against Gold

The Company is into the business of lending and also offers loans against the collateral of gold. In its normal course of business, whenever default occurs, the Company disposes such assets through auction, to settle outstanding debt as per the auction policy of the Company and in compliance with the provisions specified in the applicable Master Directions.Any surplus funds from the auction proceeds are returned to the customers/ obligors. The disclosure in compliance with the Master Directions in respect of auctions made during the year is provided in Note No. 55.12 of the Standalone Audited Financial Statements of the Company annexed to the Annual Report.

Transfer and Acquisition of Loan Exposure and Securitization

During the year under review, pursuant to provisions prescribed in the Master Direction - Reserve Bank of India (Transfer of Loan Exposures) Directions, 2021 issued by RBI on September 24, 2021, as amended ("TLE Direction") and Master Direction - Reserve Bank of India (Securitization of Standard Assets) Directions, 2021, as amended ("Securitization Direction"), the Company has transferred, acquired and securitized loan exposure under the TLE Direction and Securitization Direction. The disclosures as required under both the respective Directions are included in Note No. 55.15 of the Standalone Audited Financial Statements annexed to the Annual Report.

Registration with Reserve Bank of India

The Company is registered as NBFC under Section 45-IA of the Reserve Bank of India Act, 1934. However, RBI does not accept any responsibility or guarantee about the present position as to the financial soundness of the Company or for the correctness of any of the statements or representations made or opinions expressed by the Company and for repayment of deposits/ discharge of liabilities by the Company.

Investor Education and Protection Fund (IEPF)

In accordance with the applicable provisions of the Act read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of 7 (Seven) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for 7 (Seven) consecutive years or more shall be transferred to the demat account of the IEPF Authority.

Since there was no dividend declared and paid for financial year 2014-15, your Company did not have any funds as lying unpaid or unclaimed for a period of 7 (Seven) years in terms of provisions of Section 124 of the Act. Therefore, there are no funds which are required to be transferred to IEPF established by the Central Government pursuant to the provisions of Section 125 of the Act.

During the year under review, the Company did not have any equity shares which were required to be transferred to IEPF as per the provisions of Section 124 of the Act.

Material changes and commitments affecting financial position between end of the financial year and date of this Report

There are no material changes and commitments affecting the financial position of the Company during the period between end of the financial year and date of this Report.

Code of Conduct for Prevention of Insider Trading

The Board of Directors of the Company has adopted the ''Code for Insider Trading & Fair Disclosure of Unpublished Price Sensitive Information (UPSI)'' ("Code") as formulated under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended.

The Code lays down the guidelines and procedure to be followed and disclosures to be made while dealing with the securities of the Company. The Code has been formulated to regulate, monitor and ensure reporting of dealings by the employees of the Company and is available on the website of the Company i.e., www.trucapfinance.com.

Policy on Prevention of Sexual Harassment at Workplace

Your Company recognizes its responsibility and continues to provide a safe working environment for women, free from sexual harassment and discrimination. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has put in place a Policy on Prevention of Sexual Harassment of Women at Workplace and the same is available on the website of the Company i.e., www.trucapfinance.com and has duly constituted an internal complaints committee under the same.

The Company also provides for mandatory online training on prevention of sexual harassment for every new joinee, as well as all employees on an annual basis.

During the year under review, there were no complaints made or case filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Cost Records and Auditors

The provisions of Cost Records and Cost Audit as prescribed under Section 148 of the Act are not applicable to the Company.

Significant and Material order passed by the Regulatory or Courts

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

Applications under the Insolvency and Bankruptcy Code, 2016

There was no application made against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 against the Company as on March 31,2023.

Details of difference between amount of the valuation

During the year under review, there were no one time settlements made by the Company for any loan/borrowing taken from the Banks and/or Financial Institutions. Therefore, as per Rule 8(5)(xii) of Companies (Accounts) Rules, 2014, reasons of difference in the valuation at the time of onetime settlement and valuation done while taking loan from the Banks or Financial Institutions are not required to be reported.

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.

3. None of the Executive Director(s) of the Company receive any remuneration or commission from its subsidiary.

Appreciation

Your Directors place on records their sincere appreciation for the assistance and guidance provided by the Reserve Bank of India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, government and other Regulatory Authorities, Stock Exchanges, other statutory bodies, bankers and Members of the Company for the assistance, co-operation and encouragement and continued support extended to the Company.

Your directors take this opportunity to thank the customers, vendors and investors and other business partners of the Company for their continued support during the year and also place on record their appreciation to the contribution made by the employees of the Company at all levels.

---

Mar 31, 2018

Dear Members,

The Board of Directors (the “Board”) take pleasure in presenting the Twenty-fourth Annual Report of Dhanvarsha Finvest Limited (the “Company”) together with the audited financial statements for the year ended March 31, 2018.

Financial Highlights

The financial performance of the Company is summarized below: (Rs. in Lakh)

Particulars	FY 2017-18	FY 2016-17
Total revenue	1,189.17	125.54
Profit before interest and depreciation	667.00	4.01
Less: Interest and finance charges	200.11	0.49
Less: Depreciation and amortization	5.39	1.22
Profit Before Tax	461.50	2.79
Less: Provision for taxation	53.22	2.06
Profit After Tax	408.28	0.73
Add: Balance brought forward from previous year	60.30	84.58
Balance available for appropriation	468.58	85.30
Statutory reserve	81.66	25.00
Balance carried to Balance Sheet	386.92	60.30
Basic Earnings Per Share (EPS) (Rs.)	5.26	0.01
Diluted EPS (Rs.)	5.26	0.01
Proposed Dividend on equity shares of Rs.10/- each	77.58	-
Tax on Proposed Dividend	15.23	-

Business Overview

The year under review, saw a turnaround in the operations of the Company with total revenue and profit after tax was Rs.1,189.17 Lakh and Rs.408.28 Lakh respectively. As of March 31, 2018, the Company had 109 Borrowers, operating out of two (2) Branches in Mumbai and Pune, with a gross loan portfolio of Rs.4,858.85 Lakh. The Company raised a sum of Rs.3,905 Lakh by way of short-term loans.

Your Company’s turnaround strategy had the following building blocks:

- Offering sustainable financial products for the unbanked and underpenetrated;

- Providing turnkey solutions across secured and unsecured lending to suit borrower needs; and

- Focus on Micro, Small, Medium Enterprises and Low to Mid Income Group;

Your Company currently offer Secured Loans - Loan against Property, Equipment Financing and proposes to introduce new products in the year ahead with Affordable Housing Loans, Vehicles Loans and Unsecured Loans -Business Loans for Working Capital Requirement and Business Expansion, Personal Loans and Loans through Digital platform.

Preferential Issue

During the year under review, the Members of the Company at the Twenty-third Annual General meeting held on August 28, 2017 had approved Preferential Issue of 57,42,200 equity shares of face value of Rs.10/- each at a price of Rs.21/- each to Truvalue Agro Ventures Private Limited, aggregating to Rs.1,205.86 Lakh, subject to receipt of regulatory approvals.

Your Company successfully completed Preferential Issue on June 29, 2018 consequent to prior approval accorded by Reserve Bank of India (“RBI”) for change in shareholding and management on June 18, 2018. The proceeds from the Preferential Allotment aggregating Rs.1,205.86 Lakh, brought in the much-needed growth capital for your Company.

Post allotment of equity shares as aforesaid, the issued, subscribed and paid-up share capital of the Company stands at Rs.13,50,00,000 (Rupees Thirteen Crore Fifty Lakh only) comprising of 1,35,00,000 (One Crore Thirty-five Lakh) equity shares of Rs.10/- each, as against the issued, subscribed and paid-up share capital of Rs.7,75,78,000 (Rupees Seven Crore Seventy-five Lakh Seventy-eight Thousand only) comprising of 77,57,800 (Seventy-seven Lakh Fifty-seven Thousand Eight Hundred) equity shares of Rs.10/- each as on March 31, 2018.

The Board, on August 24, 2018 approved issuance of fully convertible Warrants on Preferential basis, for an amount up to Rs.7,500 Lakh to Truvalue Agro Venture Private Limited, Promoters of the Company with a rights exercisable to subscribe for one equity share of the Company per Warrant, within 18 months from the date of issue of the Warrants. The Preferential Issue shall be undertaken in accordance with the Securities and Exchange Board of India (lssue of Capital and Disclosure Requirements) Regulations, 2009 as amended, and other applicable laws, subject to the receipt of necessary approvals;

A proposal to issue 1,16,00,000 Convertible Warrants of face value of Rs.10/- each at a price of Rs.64.50 per Warrant to Truvalue Agro Ventures Private Limited, is being included in the notice of the Twenty-fourth Annual General Meeting (“AGM”) to seek your approval.

Resource Mobilization

Your Company had authorised the Board to borrow, from time to time, a sum not exceeding Rs.200 crore (Rupees Two Hundred crore only), on such terms and conditions as it may deem fit under Section 180(1)(c) of the Companies Act, 2013 (“the Act”) and to create charge on the Company’s moveable and immoveable properties under Section 180(1)(a) of the Act, to secure such borrowings pursuant to Special Resolutions passed at the Extra Ordinary General Meeting held on May 29, 2018.

Considering the potential growth in business of the Company, the Company may have to borrow in excess of the borrowing limit of Rs.200 crore in the near future and accordingly, the Board recommended that the borrowing limit be enhanced up to Rs.2,000 crore (Rupees Two Thousand crore only).

A proposal on enhancement of the borrowing limits up to Rs.2,000 crore along with proposal for pledge and security for creation of charge for securing borrowings, is being included in the notice of the Twenty-fourth AGM to seek your fresh approval.

Dividend

In recognition of excellent financial performance during Financial year 2017-18 (“FY18”) and the promising future prospects, the Board is pleased to recommend a dividend of Rs.1/- (i.e. 10%) per equity share of Rs.10/- each for your approval at the AGM. The dividend distribution will involve in a cash outflow of Rs.92.81 Lakhs together with tax on dividend.

Unclaimed dividends are required to be transferred to the Investors Education and Protection Fund. In terms of Section 125 of the Act, there is no unclaimed dividend relating to the FY18, which needs to be transferred to the Investors Education and Protection Fund.

Investment in Subsidiaries

The Board, on August 24, 2018 approved incorporation of two wholly owned subsidiaries of the Company viz., incorporation of Housing Finance Company and incorporation of Non-Banking Financial Company for carrying on the business of a Peer to Peer Lending Platform, subject to receipt of necessary approvals. The Company is expected to infuse a capital of Rs.1200 Lakh in the subsidiaries companies during FY19 on incorporation.

Deposits

During the year under review, your Company has not accepted any deposit from the public.

The State of Company’s Affairs

The Company continues to be categorised as a Non-Banking Financial Company - Non-Systemically Important Non-Deposit taking Company under the RBI Regulations. The Company is in compliance with the conditions of RBI Master Direction - Non-Banking Financial Company - Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016, as amended.

Statutory Disclaimer

Your Company is having a valid Certificate of Registration dated March 11, 1998 issued by RBI under Section 45-IA of the Reserve Bank of India Act, 1934. However, RBI does not accept any responsibility or guarantee about the present position as to the financial soundness of your Company or for the correctness of any of the statements or representations made or opinions expressed by your Company and for discharge of any liability by your Company.

Neither there is any provision in law to keep, nor does your Company keep any part of the deposits with RBI and by issuing a Certificate of Registration to your Company, RBI neither accepts any responsibility nor guarantees the payment of deposits to any depositor or any person who has lent any sum to your Company.

Board of Directors and Key Managerial Personnel

Changes in the composition of the Board of Directors and Key Managerial Personnel during FY18

Name	Designation	DIN / PAN	Date of Appointment / Change / Cessation	Reason
Mr. Karan Neale Desai	Non-Executive Director	05285546	June 3, 2017	$ Appointment”
Mr. Hitendrabhai Rajnikant Shah	Independent Director	00014521	June 3, 2017	Resignation
Mrs. Jayshribahen Hitendra Shah	Independent Director	00014540	June 3, 2017	Resignation

$Appointed as Director at the Twenty-third Annual General Meeting held on August 28, 2017

Changes in the composition of the Board of Directors and Key Managerial Personnel after March 31, 2018

Name	Designation	DIN / PAN	Date of Appointment / Change / Cessation	Reason
Mr. Nimir Kishore Mehta	Non-Executive Director and Chairman	00699993	August 10, 2018	Appointment #
Mr. Ashish Sharad Dalal	Non-Executive Director	00024632	August 10, 2018	Appointment #
Mr. Nirmal Vinod Momaya	Independent Director*	01641934	August 10, 2018	Appointment #
Mr. Narender Kumar Tater	Chief Financial Officer	ACPPT6877P	August 10, 2018	Appointment
Mr. Malay Rohitkumar Bhow	Whole Time Director and Chairman	02770605	August 10, 2018	Resignation
Mr. Dhairyakumar Thakkar	Company Secretary	AGKPT0121F	August 10, 2018	Resignation
Mr. Karan Neale Desai	Managing Director and Chief Executive Officer@	05285546	August 11, 2018	Appointment #
Mr. M Vijay Mohan Reddy	Company Secretary	AJXPR8503K	August 13, 2018	Appointment
Mr. K. P. Raghuvanshi	Independent Director*	07529826	August 24, 2018	Appointment #
Mrs. Arunaben Girishkumar Shah	Independent Director	00014528	August 24, 2018	Resignation
Mr. Dharmil Shah	Independent Director	02496445	August 24, 2018	Resignation

#Proposal to appointment the Directors is included in the notice of the AGM.

* Appointed as Independent Director for a period of five (5) years with effect from Date of Appointment.

^@ Appointed as Managing Director and Chief Executive Office for a period of three (3) years with effect from Date of Appointment.

Directors Retiring by Rotation

To comply with the provisions of Section 152 of the Act, Mr. Karan Neale Desai, Non-Executive Director shall retire by rotation at the ensuing Twenty-fourth Annual General Meeting and being eligible, offered himself for re-appointment.

Declaration of Independence

The Company has received declarations from all Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”).

Directors’ Responsibility Statement

Your Board, to the best of their knowledge and belief, confirm that:

1. in the preparation of the accounts for the year ended March 31, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

2. they have selected such accounting policies and applied them consistently, and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for that period;

3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared annual accounts of the Company on a ‘going concern’ basis;

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

6. they have devised proper systems to ensure compliance with the provision of all applicable laws , and that such systems were adequate and operating effectively.

Policy for Selection and Appointment of Directors and Remuneration Policy

In compliance with the provisions of the Act and SEBI LODR Regulations, the Board has, on the recommendation of the Nomination and Remuneration Committee (“NRC”), had approved the Policy for Selection and Appointment of Directors.

The aforesaid Policy provides a framework to ensure that suitable and efficient succession plans are in place for appointment of Directors on the Board so as to maintain an appropriate balance of skills and experience within the Board. The Policy also provides for selection criteria for appointment of directors, viz., educational and professional background, general understanding of the Company’s business dynamics, global business and social perspective, personal achievements, board diversity and payment of remuneration to the directors of the Company.

Annual Evaluation of the Board

A statement on formal evaluation of the Board is mentioned in the Corporate Governance Report which is provided separately in this Annual Report.

Increase in Authorized Share Capital of the Company and consequent amendment in Memorandum and Articles of Association of the Company

The current Authorized Share Capital of the Company as increased pursuant to the resolution passed by the Members of the Company at the Twenty-third Annual General Meeting of the Company on August 28, 2017 is Rs.13.5 crore divided into 1,35,00,000 (One crore thirty-five lakhs) equity shares of Rs.10/-(Rupees Ten only) each.

The Board approved further increase the above mentioned Authorized Share Capital of the Company to accommodate the future funding requirement. It is proposed to increase the Authorized Share Capital to Rs.50 crore divided into 5,00,00,000 (Five Crore) Equity shares of Rs.10/- (Rupees Ten only) each, by creation of 3,65,00,000 (Three Crore Sixty-five Lakh) Equity shares of Rs.10/- (Rupees Ten only) each.

The proposed increase in the Authorized Share Capital and consequent amendment in Memorandum of Association of the Company is being included in the notice of the AGM to seek your approval.

Auditors

(a) Statutory Auditors

At the Twenty-third Annual General Meeting held on August 28, 2017, the Members approved the appointment of Haribhakti & Co. LLP, Chartered Accountants as statutory auditors for a period of two (2) years commencing from the Twenty-third AGM till the conclusion of the Twenty-fifth AGM subject to ratification by Members every year.

As recommended by the Audit Committee and the Board, the proposal to ratify the appointment of Haribhakti & Co. LLP, Chartered Accountants as statutory auditors of the Company until the conclusion of the Twenty-fifth AGM is being included in the notice of ensuing AGM for your approval.

Response of the Board to the Auditors’ Comments

The Report dated May 30, 2018 of the statutory auditor of the Company of the audit conducted by them for FY18 is being circulated to Members along with the financial statements. There are no qualifications/ reservations in the said report, except the comments in respect of which the Board would like to place on record its explanation against each of the comment as detailed below:

Auditor’s Comments				Board’s Response
We have not been able to obtain appropriate audit evidence with regard to certain Loan Assets, qualified herein below (included under Long term loans and advances) and its movement during the year and hence we are unable to comment on its consequential impact on the Financial Statements. (Amount in Rs.)				The highlighted loan cases were related to Ahmedabad branch and these loans were disbursed before acquisition made by the new promoter/management. The significant portion of these loan assets has been received during the year. The Company has carried out the comprehensive review of its internal control and risk
Balance as on April 1, 2017	Given during the year 201718	Repaid/ Settled/ Assigned during the year 2017-18	Balance as on March 31, 2018	assessment system and Board confirms that now proper system and process is in place to track every single loan assets and has tested its effectiveness.
6,31,89,395	3,13,30,561	9,07,93,920	37,26,036
Further, with respect to these Loan assets, we are also unable to comment on compliance with the prudential norms for NBFC in respect of income recognition, assets classification, provisioning, disclosure and its consequential impact in the Financial Statements.

(b) Secretarial Auditors and Secretarial Audit Report

Pursuant to Section 204 of the Act, the Company had appointed Mr. Viral Ranpura, Practicing Company Secretary, as its secretarial auditors to conduct the secretarial audit of the Company for FY18. The Report of secretarial auditor for FY18 is annexed herewith as Annexure - I to Directors’ Report. There are no qualifications, reservation or adverse remark or disclaimer made by the Secretarial Auditor in their report, save and except disclaimer made by them in discharge of their professional obligation.

Details of Frauds Reported by the Statutory Auditors

During the year under review, the Statutory Auditors, the Internal Auditors and the Secretarial Auditors of the Company have not reported any fraud as required under Section 143(12) of the Act.

Particulars of Loans or Guarantees or Investments

Pursuant to the clarification dated February 13, 2015 issued by the Ministry of Corporate Affairs and Section 186(11) of the Act, the provision of Section 134 (3)(g) of the Act requiring disclosure of particulars of the loans given, investments made or guarantees given or securities provided is not applicable to the Company.

Related Party Transactions

During FY18, all transactions with related parties were placed before the Audit Committee for approval. All related party transactions that were entered into during the financial year were on an arm’s length basis and in the ordinary course of business; the particulars of such transactions are disclosed in the notes to the financial statements. Further, there have been no materially significant related party transactions between the Company and its directors, their relatives, subsidiaries or associates; hence, the Company is not required to provide the details of form AOC-2.

Material Changes and Commitments, if any, affecting the financial position of the Company

During the year under review, the Board has proposed to issue up to 57,42,200 equity shares of Rs.10/- each at a price of Rs.21/- each to Truvalue Agro Ventures Private Limited (“Non-Promoter Group”) on preferential basis and classification of Truvalue Agro Ventures Private Limited as sole Promoter of the Company, subject to approvals of Members and other regulatory approvals.

In this regard, Truvalue Agro Ventures Private Limited had issued an Open Offer on July 27, 2017 for acquisition of upto 35,10,000 equity shares from the Members of the Company representing 26% of the total expanded equity share Capital the Company at an offer price of Rs.21/- per equity share of Rs.10/- each payable in cash, pursuant to and in compliance with Regulations 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and Public Announcement was issued on July 27, 2017.

After March 2018, Company received prior approval for change in shareholding and management from RBI on June 18, 2018 and accordingly the Company has made preferential allotment to Truvalue Agro Ventures Private Limited on June 29, 2018. On completion of Open Offer, Truvalue Agro Ventures Private Limited is inducted as Promoter of the Company.

A proposal on reclassification of Mrs. Aarti Jagdishkumar Thakkar and Mr. Malay Rohitkumar Bhow, from Promoter Category to Public Category, is being included in the notice of the Twenty-fourth AGM to seek your fresh approval.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo under Section 134(3)(M) of the Act

The provisions of Section 134(3) (m) of the Act relating to conservation of energy and technology absorption do not apply to the Company. The Company has, however, used information technology extensively in its operations.

During the year under review, the Company’s earning and outgo in foreign exchange were Nil and Rs.4,829/-respectively.

Risk Management Policy

The Board has adopted the Risk Management Policy based on the recommendation of the Audit Committee in order to assess, monitor and manage risk throughout the Company.

Risk is an integral part of the Company’s business, and sound risk management is critical to the success of the organization. Detailed information on risk management is provided in the Management Discussion and Analysis Report.

Corporate Social Responsibility

The provisions of the Act and rules framed there under with regard to Corporate Social Responsibility do not apply to the Company and hence no disclosure have made in that regard.

Details of Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company operations in future

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

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

The Company has a policy against sexual harassment and a formal process for dealing with complaints of harassment or discrimination. The Company seeks to ensure that all such complaints are resolved within defined timelines. During FY18, the Company has not received any complaints. The Company has conducted awareness sessions on prevention of sexual harassment for its employees.

Internal Financial Controls

The Company has adequate internal controls and processes in place with respect to its operations, which provide reasonable assurance regarding the reliability of the preparation of financial statements and financial reporting as also functioning of other operations. These controls and processes are driven through various policies and procedures.

Vigil Mechanism

The Company has adopted the Whistleblower Policy, and details of the same are explained in the Corporate Governance Report.

Particulars of Employees

The ratio of the remuneration of each director to the median employee’s remuneration and other details in terms of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been annexed herewith as Annexure - II to the Directors’ Report.

The statement containing particulars of employees as required under Section 197 (12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of the Directors’ Report. In terms of Section 136 of the Act, the Directors’ Report and the Accounts are being sent to the Members excluding the aforesaid annexure and the same is open for inspection at the Registered Office of the Company. A copy of the statement may be obtained by the Members, by writing to the Company Secretary of the Company.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review is given separately in this Annual Report.

Corporate Governance

The Company is in the process of adopting best corporate practices, and is committed to conducting its business in accordance with the applicable laws, rules and regulations. The Company follows the highest standards of business ethics. A report on Corporate Governance has been provided separately in this Annual Report.

Employee Stock Option Plan

The Board has, on the recommendation of the Nomination Remuneration Committee (“NRC”), had approved introduction of employee stock option scheme titled as “Dhanvarsha ESOP Plan - 2018” (“ESOP 2018”), to create and grant stock options not exceeding 18,90,000 (Eighteen Lakh Ninety Thousand only) stock options, each convertible into one (1) equity share of the Company having face value of Rs.10/- (Rupee Ten only) per Equity Share.

Further, the Board considers it appropriate to extend the proposed ESOP 2018 to the employees/directors of the Holding / Subsidiary company(ies) and to identified Employees, during any one year, equal to or exceeding one per cent of the issued capital of the company at the time of grant of option.

A proposal on ESOP 2018, is being included in the notice of the Twenty-fourth AGM to seek your approval.

Extract of Annual Return

Pursuant to Section 134 (3a) and Section 92 (3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as at March 31, 2018 in form MGT 9 has been annexed as Annexure - III to the Directors’ Report.

Acknowledgements

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Reserve Bank of India, Members and other Business constituents during the year under review. Your directors also wish to place on record their deep sense of appreciation for the commitment displayed from all employees resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

Sd/- Sd/-

Nimir Kishore Mehta Karan Neale Desai

Non-Executive Chairman Managing Director and CEO

August 31, 2018 (DIN:00699993) (DIN:05285546)