Your directors are pleased to present the Fourty Second Annual Report of the Company
together with the Audited Financial Statements of the Company for the financial year
ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year under review along with
previous year figures is summarized below:

2. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of section 92(3) read with
Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is
furnished in Annexure-A attached to this Report.

3. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER
REVIEW

The Board of Directors met 6 (Six) times on 30.04.2023, 30.05.2023, 14.08.2023,
21.08.2023, 14.11,2023 and 13.02.2024 during the year under review as detailed in
Point 3 of Corporate Governance Report annexed to this report.

4. DIRECTORS' RESPONSIBILITY STATEMENT IN TERMS OF SECTION
134(3)(c) OF THE COMPANIES ACT, 2013

Your directors confirm that:

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

(ii) Appropriate accounting policies have been selected and applied consistently and
have 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 on March 31, 2024 and
profit of the company for the year ended March 31, 2024;

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

(iv) The Directors had laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and were operating
effectively.

(v) The annual accounts have been prepared on a going concern basis;

(vi) The directors have devised proper system to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.

5. AUDITORS & AUDIT REPORTS

The Chairman informed that M/s Kushal S Poonia & Co, Chartered Accountants (Firm
Registration No. 156576W), shall be appointed as the Statutory Auditor of the
Company, to hold office from the conclusion of this Annual General Meeting until the
conclusion of 45^th Annual General Meeting to be held in the year 2027, in place of the
retiring Auditor of the Company.

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, M/s
KSN & Company, Practicing Company Secretaries, were appointed to carry out
Secretarial Audit of the Company. The Secretarial Audit Report forms part of this
report marked as Annexure-B.

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 186(11) of the Companies Act, 2013, loans given
and acquisition of securities by a Non-Banking Financial Company in the ordinary
course of its business are exempted from compliance requirements of section 186 of
the Companies Act, 2013. Hence, the requisite disclosure requirement is not applicable
to the company.

7. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES

The disclosure related to Related Party Transactions in Form AOC-2 under Section
134(3)(h) of the Companies Act, 2013 is not required to be provided as there has been
no such related party transaction during the year under review as per Section 188 and
other relevant rules and provisions of the Companies Act, 2013.

8. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR

The Company was incorporated on 14th day of June, 1982 having CIN
L65100MH1982PLC295894 in Kolkata, West Bengal. The Company has been carrying
on the business of Non-Banking Financial Activities since the year 1998.

9. RESERVES

The Company has not transferred any amount to Special Reserve as mandated under
section 45IC of the RBI Act, 1934 in the financial year 2023-24, as the net profit for the year
was negative.

10. DIVIDEND

The board has decided to retain its earnings for future endeavors. Hence, no dividend
has been recommended by the Board for the year ended March 31, 2024.

11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF
THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND
THE DATE OF THE REPORT

There is no Material change in the Financial Position of the Company since Balance
Sheet date which will affect the Company.

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

Since the company is a service provider company, the details to be provided pursuant
to section 134(3)(m) of the Companies Act, 2013 in regard to Conservation of Energy
and Technology Absorption is not applicable to the company.

There had been NIL Foreign exchange earnings and foreign exchange outgo in the
company during the year under review.

13. RISK MANAGEMENT POLICY

Financing activity is the business of management of risks, which in turn is the function
of the appropriate credit models and the robust systems and operations. Your
Company continues to focus on the above two maxims, and is always eager to improve
upon the same.

The Board has framed a Risk Management Policy for the Company in order to detect,
mitigate and prevent risk both internal and peripheral arising to the Company. The
Board makes regular assessment and monitoring of the same policy time to time in
order to be at par with changing situations, scenarios and circumstances of the
market.

14. CORPORATE SOCIAL RESPONSIBILITY POLICY

The Company does not fall under the criteria of making contributions towards various
activities of Corporate Social Responsibility as envisaged under Section 135 of
Companies Act, 2013.

15. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There had been no change in the nature of business of the company during the year.

16. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Ms. Ruchi Nagori (DIN: 07813731) is eligible to retire by rotation in the ensuing Annual
General Meeting. The Board has received the declaration as required under Section
164(2) of the Companies Act, 2013 affirming that she is not disqualified for being
appointed as director of the company. The Board hereby recommends the said
appointment for your approval. As required pursuant to the provisions of Regulation
36(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 a
brief resume of Ms. Ruchi Nagori, nature of her expertise, relationships between
directors inter-se, list of listed companies in which she holds the directorship and
membership of committees of the forms part of the Corporate Governance Report
annexed herewith.

The company has received declaration from all the Independent Directors that they
meet the criteria of Independence as envisaged under the provisions of Companies
Act, 2013 read with SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015.

17. ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND DIRECTORS

The company has devised a policy for performance evaluation of the individual
directors, board and its committees, which includes criteria for performance
evaluation.

Pursuant to the provisions of Section 134(3) (p) of the Companies Act, 2013 and
Regulation 17(10) of SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015, the Board has carried out an annual performance evaluation of its own
performance, the directors individually as well as working of the committees of the
board. The Board performance was evaluated based on inputs received from all the
directors after considering criteria such as board composition/ structure, effectiveness
of board/ committee processes and information provided to the board, etc. A separate
meeting of the Independent Directors was also held during the year for evaluation of
performance of non independent directors.

18. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee of the Board has devised a policy for
selection and appointment of Directors, Key Managerial Personnel and Senior
Management Employees and their remuneration. The committee has formulated the
criteria for determining qualifications, positive attributes and independence of a
director. The policy on the above is attached herewith as Annexure-C.

19. CORPORATE GOVERNANCE

The company is complying with corporate governance standards as envisaged under
various provisions of the Companies Act, 2013 and SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 and has formed a framework in this
regard. The corporate governance report has been attached herewith and marked as
Annexure-D.

A certificate from Statutory Auditor of the Company M/s Sanjay Murarka & Associates,
Chartered Accountants conforming compliance to the conditions of Corporate
Governance as stipulated under para E of Schedule V of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 is enclosed to this report.

20. VIGIL MECHANISM

In accordance with section 177 of the Companies Act, 2013, the Company has
formulated a Vigil Mechanism Policy to address the genuine concerns, if any, of the
directors and employees. Detail regarding the said policy has been given in Corporate
Governance Report which forms part of this report.

21. DETAILS OF SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY

The Company does not have any Subsidiary or Associate Company neither has it
entered into any Joint Venture during the year under review. Thus the particulars of
Subsidiary/ Associate/ Joint Venture of the company as required pursuant to the
provisions of section 129(3) of the Companies Act, 2013 is not required for the year
under review.

22. DEPOSITS

Since the Company is a Non-Banking Financial Company, therefore the provisions
related to Section 73 of the Companies Act, 2013 is not applicable to the Company.

The company has not accepted any deposit from public during the year under review
as envisaged under the provisions of section 45S of the RBI Act, 1934.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/
COURTS/ TRIBUNALS

To the best of our knowledge the Company has not received any such order by
Regulators, Courts or Tribunals during the year under review which may impact the
Going Concern status or the Company's operations in future during year under review.
The Company has complied with all the requirements of the Uniform Listing
Agreement/ Listing Regulations with the Stock Exchanges as well as regulations and
guidelines of SEBI.

24. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL
CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENT RULE 8 OF
COMPANY (ACCOUNTS) RULES, 2014}

The Company has adequate Internal Financial Control System commensurate with the
operations of the company including adherence to company's policies, the safeguarding
of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
information and to monitor and ensure compliance with applicable laws, rules and
regulations.

25. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosures to be provided pursuant to section 197(12) of the Companies Act,
2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 has been provided herewith marked as Annexure-E.

26. FRAUD REPORTING (REQUIRED BY THE COMPANIES AMENDMENT ACT,
2015)

The Company has adopted best practices for fraud prevention and it follows
confidential, anonymous reporting about fraud as defined under section 447 of the
Companies Act, 2013 or abuse to the appropriate responsible officials of the Company.
No fraud on or by the company has been reported by the Statutory Auditors.

27. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS, SWEAT
EQUITY, ESOS, ETC

The company has got no scheme passed for issue of equity shares based upon
Employee Stock Option. Hence, the disclosures as required pursuant to Rule 12(9) of
Companies (Share Capital & Debentures) Rules, 2014 is not applicable to the company
for the year under review.

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

The Company has zero tolerance towards sexual harassment at the workplace and has
adopted a policy on prevention, prohibition & redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at workplace
(Prevention, Prohibition And Redressal) Act, 2013 and the rules thereunder.

During the financial year 2023-24, the Company has not received any complaints of
sexual harassment.

29. ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels for
their hard work, dedication and commitment. The enthusiasm and unstinting efforts of
the employees have enabled to remain at the forefront of the Company.

The Directors would like to thank shareholders, government agencies, bankers & all
other business associates for their continued support during the year. We place on
record our appreciation for the contributions made by the employees at all levels.

For and on behalf of the Board

Sd/- Sd/-

Date: 30.05.2024 KRIPA SHANKAR MAHAWAR RITU MAHAWAR

Pl_ace: M_umb_ai Managing Director Director

DIN: 01158668 DIN:08075381