Your directors have pleasure in presenting the Board’s Report of your Company together with the
Audited Statement of Accounts and the Auditors’ Report of your company for the financial year
ended, 31st March, 2024.

FINANCIAL HIGHLIGHTS

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DIVIDEND

The directors are not recommending any dividend in this financial year.

INFORMATION ABOUT SUBSIDIARY/ IV/ ASSOCIATE COMPANY

Company does not have any Subsidiary, Joint venture or Associate Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend
declared and paid last year.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company
occurred between the ends of the financial year to which these financial statements relate on the
date of this report.

ANNUAL RETURN

The copy of Annual Return is available on the website of the company as per section 92(3) of the
Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules,
2014, and the link of the website is www.kanungofinanciers.com

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Company follows a well-structured induction programme for orientation and training of
Directors at the time of their joining to provide them with an opportunity to familiarise themselves
with the Company, its management, its operations and the industry in which the Company operates.
At the time of appointing a director, a formal letter of appointment is given to him/her, which inter-
alia explains the role, function, duties and responsibilities expected of him/her as a Director of the
Company. The Director is also explained in detail the Compliance required from him/her under the
Companies Act, 2013, the Listing Regulations and other relevant regulations and affirmation taken
with respect to the same.

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2023-24, the Company held FIVE board meetings of the Board of
Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of
Companies Act, 2013 and SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015
were adhered to while considering the time gap between two meetings.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company

confirms that-

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

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

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

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were operating
effectively.

AUDITORS and REPORT thereon

M/s. H S K & CO LLP, CHARTERED ACCOUNTANTS will be reappointed as the statutory auditors of
the company for the further period of five years.

There are no qualifications or adverse remarks in the Auditors’ Report which require any
clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no
further explanation.

Further the Auditors’ Report for the financial year ended, 31st March, 2024 is annexed herewith for
your kind perusal and information.

LOANS. GUARANTEES AND INVESTMENTS

The Company has provided the Loans and has not made Investments and no Guarantee was given
under section 186 of the Companies Act, 2013 for the financial year ended 31st March 2024 and
complies with the provision of the Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s
length basis and were in the ordinary course of business. There are no materially significant related
party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or
other designated persons which may have a potential conflict with the interest of the Company at
large and Approval of the Board of Directors & shareholders was obtained wherever required.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy and Technology absorption

The particulars as required under the provisions of Section 134 (3) (m) of the Companies Act, 2013
in respect of conservation of energy and technology absorption have not been furnished
considering the nature of activities undertaken by the company during the year under review.

(B) Foreign exchange earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

The Company does not have any Risk Management Policy as the element of risk threatening the
Company’s existence is very minimal.

DIRECTORS and KMP

During the current financial year, no changes has occurred in the constitution of directors of the
company.

DEPOSITS

The company has not accepted any deposits during the year.

CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to
constitute Corporate Social Responsibility Committee.

RATIO OF REMUNERATION TO EACH DIRECTOR

The Company has paid remuneration to the directors as per below:

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual
performance evaluation of its own performance, the directors individually as well as the evaluation
of the working of its Audit, Nomination & Remuneration and Compliance Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the
Directors, covering various aspects of the Board’s functioning such as adequacy of the composition
of the Board and its Committees, Board culture, execution and performance of specific duties,
obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including
the Chairman of the Board, who were evaluated on parameters such as level of engagement and
contribution, independence of judgment, safeguarding the interest of the Company and its minority
shareholders etc. The performance evaluation of the Independent Directors was carried out by the
entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was
carried out by the Independent Directors who also reviewed the performance of the Secretarial
Department

INDEPENDENT DIRECTORS AND DECLARATION

The Board of Directors of the Company hereby confirms that all the independent directors duly
appointed by the Company have given the declaration and they meet the criteria of independence
as provided under section 149(6) of the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE

As per the section 178(1) of the Companies Act, 2013 the Company’s Nomination and
Remuneration Committee comprises of three Directors. The table sets out the composition of the
Committee:

Terms of Reference

The Terms of Reference of the Nomination and Remuneration Committee are as under:

1. To identify persons who are qualified to become Directors and who may be appointed in
senior management in accordance with the criteria laid down, recommend to the Board their
appointment and removal and shall carry out evaluation of every Director’s performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence
of a Director and recommend to the Board a policy, relating to the remuneration for the
Directors, Key Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee shall, while formulating the policy ensure that:

a. the level and composition of remuneration is reasonable and sufficient to attract, retain
and motivate Directors of the quality required to run the Company successfully;

b. relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and

c. remuneration to Directors, Key Managerial Personnel and senior management involves a
balance between fixed and incentive pay reflecting short and long-term performance
objectives appropriate to the working of the company and its goals:

4. Regularly review the Human Resource function of the Company.

5. Discharge such other function(s) or exercise such power(s) as may be delegated to the

Committee by the Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this charter periodically and recommend any proposed
changes to the Board for approval from time to time.

8. Any other work and policy, related and incidental to the objectives of the committee as per
provisions of the Act and rules made there under.

REMUNERATION POLICY
Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and

Remuneration Committee and approved by Board in Board meeting, subject to the subsequent

approval of the shareholders at the General Meeting and such other authorities, as may be required.
The remuneration is decided after considering various factors such as qualification, experience,
performance, responsibilities shouldered, industry standards as well as financial position of the
Company.

Remuneration to Non-Executive Directors:

The Non-Executive Directors are paid remuneration by way of Sitting Fees and Commission. The
Non-Executive Directors are paid sitting fees for each meeting of the Board and Committee of
Directors attended by them.

AUDIT COMMITTEE

According to Section 177 of the Companies Act, 2013 the company's Audit Committee comprised of
three directors. The board has accepted the recommendations of the Audit Committee. The table
sets out the composition of the Committee:

SECRETARIAL AUDIT REPORT

There is qualification or adverse remark in the Secretarial Audit Report which require any
clarification/ explanation.

1. Company is under process for the appointment of Internal Auditor as company is not able to
find suitable person for the position of Internal Auditor.

2. Company is unable to find the suitable for the position of CFO and company will appoint
CFO and comply with the requirement as early as possible.

Further the Secretarial Audit Report as provided by KHUSHBU TRIVEDI, Practicing Company
Secretary for the financial year ended, 31st March, 2024 is annexed herewith for your kind perusal
and information.

COST AUDIT

The cost audit is not applicable to the Company.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act, 2013, and as per SEBI (LODR) Regulation,
2015, the company has established Vigil Mechanism for directors and employees to report genuine
concerns and made provisions for direct access to the chairperson of the Audit Committee.
Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower
Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate
and address to the Company their genuine concerns in relation to any illegal or unethical practice
being carried out in the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE fPREVENTION.
PROHIBITION AND REPRESSED ACT. 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The
Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding
sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under
this policy.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your company has established adequate internal financial control systems to ensure reliable
financial reporting and compliance with laws and regulations.

ACKNOWLEDGEMENT

Your directors wish to express their grateful appreciation to the continued co-operation received
from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year
under review. Your directors also wish to place on record their deep sense of appreciation for the
committed service of the Executives, staff and Workers of the Company.

DATE: 29.08.2024 FOR AND ON BEHALF OF BOARD

PLACE: AHMEDABAD

SD/- SD/-

CHIRAG K SHAH NRUPESH PANCHAL

MANAGING DIRECTOR DIRECTOR

DIN:08111288 DIN:08184985