Directors Report of Abirami Financial Services (India) Ltd.

Mar 31, 2025

Your directors take pleasure to present the Board''s Report in line with the Companies Act, 2013 ("Act") and the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"),
this report presents the Audited financial results and other developments in respect of the Company during the financial
year ended on March 31, 2025.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:

(Rs. in ''000)

Particulars	31/03/25	31/03/24
Revenue from Operations	0	0
Other Income	14,461.94	18,312.89
Profit/(Loss) before Depreciation, Finance Costs, Exceptional items and Tax Expense	8,143.49	11,120.72
Less: Depreciation	49.56	79.49
Profit /(Loss)before Finance Costs, Exceptional items and Tax Expense	8,093.93	11,041.24
Less: Finance Costs	51.82	124.82
Profit/(Loss) before Exceptional items and Tax Expense	8,042.11	10,916.42
Add/(less): Exceptional items	0	0
Profit /(Loss) before Tax Expense	8,042.11	10,916.42
Less: Tax Expense (Current & Deferred)	2273.09	(3598.02)
Profit /(Loss) for the year	5769.02	14514.44

TRANSFER TO RESERVE:

The Board opted not to propose any transfer to reserve at this time, choosing instead to allocate resources toward
opportunities that may foster growth and resilience in the future. The decision reflects a careful consideration of our current
needs and a strategic approach.

SHARE CAPITAL:

As on March 31, 2025, your Company''s paid-up equity share capital stood at ^5,40,00,000 consisting of 54,00,000 equity
shares of ?10 each.

During the financial year under review, there was a no increase in the paid-up equity share capital of the Company. Details
are provided below:

Particulars	No. of shares	Amount in f
Paid up equity share capital as on April 1, 2024	54,00,000	5,40,00,000
Equity shares allotted during the year	0	0
Paid up equity share capital as on March 31,2025	54,00,000	5,40,00,000

CHANGE IN THE NATURE OF BUSINESS, IF ANY:-

NIL

MANAGEMENT DISCUSSION AND ANALYSIS:

The Report on Management Discussion and Analysis is annexed herewith.

DECLARATION OF DIVIDEND:-

The Board has recommended a final dividend of 15% for the year ended March 31, 2025. The dividend is subject to approval
of shareholders at the ensuing Annual General Meeting ("AGM") and shall be subject to deduction of tax at source. The
dividend payout is in accordance with the Company''s Dividend Distribution Policy, which is available on the Company''s
website at https://www.afslindia.in/Codes-and-policies.html.

BOARD MEETINGS:

6 (Six) meetings of the Board of Directors were held during the year on 24/05/2024, 06/07/2024, 05/08/2024, 07/11/2024,
07/02/2025 and18/03/2025. Particulars of attendance by each Director are detailed in the Corporate Governance Report,
which forms part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As per the provisions of Section 152 of the Companies Act, 2013, Mrs. Muthulakshmi Ganesh shall retire by rotation at the
ensuing Annual General Meeting and being eligible, offer herself for re-appointment.

Brief particulars of Directors eligible for re-appointment are annexed to the Notice convening the 32nd Annual General
Meeting of the Company. The details of shares held by non-executive directors are given in Corporate Governance Report.

The details of Directors and Key Management Personnel, who were appointed or have resigned during the year are as
follows:

Mr. Raju Lal Jat, has resigned from the post of Company Secretary and Compliance Officer with effect from 31st May 2024
and Ms. Jyoti Mehra, was appointed as Company Secretary and Compliance Officer with effect from 6th July, 2024.

DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the
criteria of independence prescribed under the Act and the SEBI Listing Regulations and they have registered their names in
the Independent Directors'' Databank. Further, there has been no change in the circumstances which may affect their status
as Independent Director during the year. The terms and conditions of appointment of the Independent Directors and the
Director''s familiarization programme are placed on the website of the Company www.afslindia.in.

COMMITTEES:

As at March 31, 2025, the Company has Audit Committee, Nomination and Remuneration Committee, Stakeholders
Relationship Committee and Risk Management Committee.

Details of the composition of the Board and its Committees are provided in the Corporate Governance Report attached to
this Report.

VIGIL MECHANISM:

Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers)
Rules, 2014 and Regulation 22 of the SEBI Listing Regulations and in accordance with the requirements of Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors had approved the Policy
on Vigil Mechanism / Whistle Blower and the same is hosted on the website of the Company. This Policy inter-alia provides

a direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director/employee has been
denied access to the Chairman of the Audit Committee.

DIRECTOR''S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:.

a. In the preparation of annual accounts, the applicable accounting standards 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 judgements and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at
the end of the financial year and profit for company for that period;

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

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

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

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

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/JV

The company has no Subsidiary / Joint Venture / Associate.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company is
available on the Company''s website at www.afslindia.in.

AUDITORS

STATUTORY AUDITORS:

M/s. TSG & ASSOCIATES, Chartered Accountants (Firm Registration No. 013133S)were appointed as Statutory Auditors at
the 29th Annual General Meeting of the company held on 15th September, 2022 to hold office up to the conclusion of the
34th Annual general meeting of the company.The Statutory Audit report does not contain any qualification, reservation,
adverse remark or any disclaimer.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board, appointed Ms.Sindhuja Porselvam (ACS No. 44831, CP No. 23622), Company
Secretary in Practice, Chennai to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2025.
The Company has received consent from Ms. Sindhuja Porselvam to act as the Secretarial Auditor of the Company.

The Secretarial Audit report for the financial year ended March 31, 2025 in Form No.MR-3 is attached as Annexure-I to this
„ Report. The Secretarial Audit report does not contain any qualification, reservation, adverse remark or any disclaimer.

COST AUDITORS:

The provision of Cost audit as per Section 148 of the Companies Act, 2013 doesn''t apply to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy : NIL

(B) Technology absorption : NIL

(C) Foreign exchange earnings and Outgo : NIL

DEPOSITS:

Your Company has not accepted any deposit within the meaning of provisions of Chapter V of the Act, read with the
Companies (Acceptance of Deposits) Rules, 2014 for the year ended March 31,2025.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

SECURED LOANS : NIL

UNSECURED LOANS : NIL

CURRENT/NON-CURRENT INVESTMENTS : Rs. 10,545.55 (Amount in ''000)

GUARANTEES : NIL

SECURITIES EXTENDED : NIL

RISK MANAGEMENT POLICY:

The company has put in place the Risk Management policy and procedures for identification, assessment, management,
monitoring and minimization of risks.

CORPORATE SOCIAL RESPONSIBILTY POLICY :

The present Net worth / turnover of the company does not require compliance with CSR.

RELATED PARTY TRANSACTIONS:

In line with the requirements of the Companies Act, 2013 and amendment to the Listing Regulations, your Company
has formulated a Policy on Related Party Transactions. The Policy intends to ensure that proper reporting, approval and
disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. Related Party Transactions
which are of repetitive nature are entered at market price and are at Arm''s Length Basis. Accordingly, the disclosure of
Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is attached as
Annexure II.

ANNUAL EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual
directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria
such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the
basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are
broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India. In a separate
meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the
Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the
basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness
on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. At the board meeting
that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee,
the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of
independent directors was done by the entire Board, excluding the independent director being evaluated.

(Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board
has carried out an annual evaluation of its own performance and that of the directors individually as well as evaluation of
the working of its Audit, Nomination and Remuneration and other Committees.

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a Policy for selection and
appointment of Directors, Key Managerial Personnel and other employees and their remuneration for implementation.).

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2024-2025 to BSE Limited and BSE Limited is the
designated stock exchange where the shares of the company are listed.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate
governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Act forms an
integral part of this Report and is attached as ANNEXURE III.

SECRETARIAL STANDARDS:

The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
MATERIAL CHANGES AND COMMITMENTS

There are no other material changes and commitments affecting the financial position of the Company which have occurred
between the end of the financial year of the Company to which the financial statements relate and the date of the report
other than those disclosed in the financial statements.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

Pursuant to Rule 8(5)(vii) of Companies (Accounts) Rules, 2014, it is reported that during the year 2024-2025, no Orders were
passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future.

GENERAL

1. Your Directors state that there were no transactions in respect of the following items during the year under review
requiring disclosure or reporting.

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

ii. Issue of shares (including sweat equity shares) to the employees of the Company under any scheme.

iii. Application made or proceeding pending under Insolvency and Bankruptcy Code, 2016.

iv. Difference between amount of valuation done at the time of one time settlement and valuation done while
taking loan from the Banks or Financial Institutions.

The Company has put into effect economy measures consistently with the need to continue the operations on a moderate
scale with efficiency and promptness.

WEBSITE:

Performance particulars of the company can be ascertained by the shareholders / public from website www.afslindia.in.
PREVENTION OF INSIDER TRADING:

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

The policy related to insider trading has been uploaded on the website of the Company www.afslindia.in.

All Board of Directors and the designated employees have confirmed compliance with the Code.

RISKS AND CONCERNS:

Your Company is exposed to normal finance risk factor such as Interest rate volatility, economic cycle and credit risk. Your
Company manages these risks by adopting prudent business and risk management policies..

ADEQUACY OF INTERNAL CONTROL:

Your Company has got adequate system of internal controls and the management ensures adherence to all internal
control practices and procedures. The Audit Committee critically reviews periodically the adequacy of internal controls and
suggests control measures for further improvement / transparency.

INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has in place adequate internal financial controls commensurate with its size. During the year, such controls
were tested and no reportable material weaknesses were observed.

DETAILS IN RESPECT OF FRAUD

During the year under review, the Statutory Auditor in their report have not reported any instances of frauds committed in
the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

MATERNITY BENEFIT:

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN:

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The
Company has created the framework for individuals to seek recourse and redressal to instances of sexual harassment. The
Company has in place a Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (POSH, 2013).

The policy formulated by the Company for prevention of sexual harassment is available on the website of the Company at
www.afslindia.in

Your Directors further state that during the year under review, there was no cases filed pursuant to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

1	Number of complaints of Sexual Harassment received in the Year	0
2	Number of Complaints disposed off during the year	0
3	Number of cases pending for more than ninety days	0

ACKNOWLEDGEMENT

Your Board takes this opportunity to thank the Company''s employees for their dedicated service and firm commitment to
pursuing the goals and Vision of the Company. Your Board also wishes to express its appreciation for the continued support
of the Government of India, Governments of various States in India, bankers, financial institutions, customers, dealers and
suppliers and also, the valuable assistance and advice received from the shareholders. We look forward to the continued
support of all the partners in our progress.

BY THE ORDER OF THE BOARD

(Sd/-) (Sd/-)

K V Ayiappan Chitra Sivaramakrishnan

Place : Chennai Director Whole Time Director

Date : 28/07/2025 DIN: 00117641 DIN: 00292725

---

Mar 31, 2024

The Directors have pleasure in presenting before you the Thirty First Annual Report of the Company together with the
Audited Statements of Accounts for the year ended 31/03/2024.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:

(Rs. in lakhs)

Particulars	31/03/24	31/03/23
Revenue from Operations	0	0
Other Income	183.13	1,984.23
Profit / (Loss) before Depreciation, Finance Costs, Exceptional items and Tax Expense	111.21	1861.38
Less: Depreciation	0.79	1.81
Profit / (Loss) before Finance Costs, Exceptional items and Tax Expense	110.42	1859.57
Less: Finance Costs	1.25	0.04
Profit/(Loss) before Exceptional items and Tax Expense	109.17	1,859.53
Add / (less): Exceptional items	0	0
Profit / (Loss) before Tax Expense	109.17	1,859.53
Less: Tax Expense (Current & Deferred)	(35.98)	400
Profit / (Loss) for the year	145.14	1,459.53

CHANGE IN THE NATURE OF BUSINESS, IF ANY:-

NIL

MANAGEMENT DISCUSSION AND ANALYSIS:

The Report on Management Discussion and Analysis is annexed herewith.

DECLARATION OF DIVIDEND:-

The Board has proposed 25% dividend for the financial year 2023-24.

BOARD MEETINGS:

7 (Seven) meetings of the Board of Directors were held during the year. Particulars of attendance by each Director are
detailed in the Corporate Governance Report, which forms part of this Report.

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

As per the provisions of Section 152 of the Companies Act, 2013, Mrs. Muthulakshmi Ganesh shall retire by rotation at the
ensuing Annual General Meeting and being eligible, offer herself for re-appointment.

Brief particulars of Directors eligible for re-appointment are annexed to the Notice convening the 31st Annual General
Meeting of the Company. The details of shares held by non-executive directors are given in Corporate Governance Report.

The details of Directors and Key Management Personnel, who were appointed or have resigned during the year are as
follows:

Mr. Raju Lal Jat, was appointed as Company Secretary and Compliance Officer with effect from 11th July, 2023 and has
resigned with effect from 31st May 2024.

Ms. Jyoti Mehra, was appointed as Company Secretary and Compliance Officer with effect from 6th July, 2024.
DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the
criteria of independence prescribed under the Act and the SEBI Listing Regulations and they have registered their names in
the Independent Directors'' Databank. Further, there has been no change in the circumstances which may affect their status
as Independent Director during the year. The terms and conditions of appointment of the Independent Directors and the
Director''s familiarization programme are placed on the website of the Company www.afslindia.in.

COMMITTEES:

As at March 31, 2024, the Company has Audit Committee, Nomination and Remuneration Committee, Stakeholders
Relationship Committee and Risk Management Committee.

Details of the composition of the Board and its Committees are provided in the Corporate Governance Report attached to
this Report.

VIGIL MECHANISM:

Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers)
Rules, 2014 and Regulation 22 of the SEBI Listing Regulations and in accordance with the requirements of Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors had approved the Policy
on Vigil Mechanism / Whistle Blower and the same is hosted on the website of the Company. This Policy inter-alia provides
a direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director/employee has been
denied access to the Chairman of the Audit Committee.

DIRECTOR''S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

a. In the preparation of annual accounts, the applicable accounting standards 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 judgements and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at
the end of the financial year and profit for company for that period;

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

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

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

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

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/JV

The company has no Subsidiary / Joint Venture / Associate.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company is
available on the Company''s website at www.afslindia.in.

AUDITORS

STATUTORY AUDITORS:

M/s. TSG & ASSOCIATES, Chartered Accountants (Firm Registration No. 013133S)were appointed as Statutory Auditors at
the 29th Annual General Meeting of the company held on 15th September, 2022 to hold office up to the conclusion of the
34th Annual general meeting of the company. The Statutory Audit report does not contain any qualification, reservation,
adverse remark or any disclaimer.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board, appointed Ms.Sindhuja Porselvam (ACS No. 44831, CP No. 23622), Company
Secretary in Practice, Chennai to conduct the Secretarial Audit of the Company for the financial year ended March 31,2024.
The Company has received consent from Ms. Sindhuja Porselvam to act as the Secretarial Auditor of the Company.

The Secretarial Audit report for the financial year ended March 31, 2024 in Form No.MR-3 is attached as Annexure-I to this
Report.

REPLY TO THE QUALIFICATION REMARKS IN SECRETARIAL AUDIT REPORT:-
Remark

1. The Company has not transferred the unclaimed dividend amount pertaining to the financial year 2015-16 to the Investor

Education and Protection Fund (IEPF) within the due date.

Management Reply:

1. Due to technical constraints, in the MCA V3 portal the forms couldn''t be filed within the due date. Hence there is a procedural

delay in transferring the funds to IEPF

COST AUDITORS:

The provision of Cost audit as per Section 148 of the Companies Act, 2013 doesn''t apply to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy : NIL

(B) Technology absorption : NIL

(C) Foreign exchange earnings and Outgo : NIL

DEPOSITS:

Your Company has not accepted any deposit within the meaning of provisions of Chapter V of the Act, read with the
Companies (Acceptance of Deposits) Rules, 2014 for the year ended March 31,2024.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

SECURED LOANS : NIL

UNSECURED LOANS : NIL

CURRENT/NON-CURRENT INVESTMENTS : Rs. 89.34 Lakhs

GUARANTEES : NIL

SECURITIES EXTENDED : NIL

RISK MANAGEMENT POLICY:

The company has put in place the Risk Management policy and procedures for identification, assessment, management,
monitoring and minimization of risks.

CORPORATE SOCIAL RESPONSIBILTY POLICY :

The present Net worth / turnover of the company does not require compliance with CSR.

RELATED PARTY TRANSACTIONS:

In line with the requirements of the Companies Act, 2013 and amendment to the Listing Regulations, your Company
has formulated a Policy on Related Party Transactions. The Policy intends to ensure that proper reporting, approval and
disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. Related Party Transactions
which are of repetitive nature are entered at market price and are at Arm''s Length Basis. Accordingly, the disclosure of
Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is attached as
Annexure II.

ANNUAL EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual
directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria
such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the
basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are
broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India. In a separate
meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the
Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the
basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness
on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. At the board meeting
that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee,
the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of
independent directors was done by the entire Board, excluding the independent director being evaluated.

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board
has carried out an annual evaluation of its own performance and that of the directors individually as well as evaluation of
the working of its Audit, Nomination and Remuneration and other Committees.

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a Policy for selection
and appointment of Directors, Key Managerial Personnel and other employees and their remuneration for implementation.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2023-2024 to BSE Limited and BSE Limited is the
designated stock exchange where the shares of the company are listed.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate
governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Act forms an
integral part of this Report and is attached as ANNEXURE III.

SECRETARIAL STANDARDS:

The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
MATERIAL CHANGES AND COMMITMENTS

There are no other material changes and commitments affecting the financial position of the Company which have occurred
between theend of the financial year of the Company to which the financial statements relate and the date of the report
other than those disclosed in the financial statements.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

Pursuant to Rule 8(5)(vii) of Companies (Accounts) Rules, 2014, it is reported that during the year 2023-2024, no Orders were
passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future.

GENERAL

1. During the year the Board has completed the process of buyback of 6,00,000 (Six Lakhs) fully paid up Equity Shares
representing 10% of the fully paid-up Equity Share capital of the Company at a price of Rs.28.00/-.

2. Your Directors state that there were no transactions in respect of the following items during the year under review
requiring disclosure or reporting.

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

ii. Issue of shares (including sweat equity shares) to the employees of the Company under any scheme.

iii. Application made or proceeding pending under Insolvency and Bankruptcy Code, 2016.

iv. Difference between amount of valuation done at the time of one time settlement and valuation done while
taking loan from the Banks or Financial Institutions.

The Company has put into effect economy measures consistently with the need to continue the operations on a moderate
scale with efficiency and promptness.

WEBSITE:

Performance particulars of the company can be ascertained by the shareholders / public from website www.afslindia.in.
RISKS AND CONCERNS:

Your Company is exposed to normal finance risk factor such as Interest rate volatility, economic cycle and credit risk. Your
Company manages these risks by adopting prudent business and risk management policies.

ADEQUACY OF INTERNAL CONTROL:

Your Company has got adequate system of internal controls and the management ensures adherence to all internal
control practices and procedures. The Audit Committee critically reviews periodically the adequacy of internal controls and
suggests control measures for further improvement / transparency.

INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has in place adequate internal financial controls commensurate with its size. During the year, such controls
were tested and no reportable material weaknesses were observed.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN:

Your Directors further state that during the year under review, there was no cases filed pursuant to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Board takes this opportunity to thank the Company''s employees for their dedicated service and firm commitment to
pursuing the goals and Vision of the Company. Your Board also wishes to express its appreciation for the continued support
of the Government of India, Governments of various States in India, bankers, financial institutions, customers, dealers and
suppliers and also, the valuable assistance and advice received from the shareholders. We look forward to the continued
support of all the partners in our progress.

BY THE ORDER OF THE BOARD

(Sd/-) (Sd/-)

Muthulakshmi Ganesh Chitra Sivaramakrishnan

Place : Chennai Director Whole Time Director

Date : 06/07/2024 DIN:00286658 DIN: 00292725

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before the Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31 st March, 2015.

S.No. CONTENTS OF THE REPORT

1 FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS: [INSERT AS PER INFORMATION FROM THE COMPANY]:

(Rs. in lakhs)

Particulars 2014-2015 2013-14

Gross Income 110.95 124.31

Profit Before Interest and Depreciation 65.95 54.79

Finance Charges 0.01 1.41

Gross Profit 65.94 53.37

Provision for Depreciation 20.66 20.14

Net Profit Before Tax 45.28 33.23

Provision for Tax 8.30 10.72

Net Profit After Tax 36.98 22.51

Surplus carried to Balance Sheet 36.98 22.51

General Information about the Company, the Board's perception of future of the company considering market competition, production constraints, government polices etc., Major events concerning the company are to be highlighted.

2 EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENT, that affect the substance and figures given in the Statement

NIL

3 Change in the Nature of Business, if any,

During the year under review, the Company has surrendered its NBFC Licence to RBI. The Company intends it pursue its other main objects.

4 DIVIDEND:

The board recommends to declare a dividend at 5% for the year under review.

5 BOARD MEETINGS:

The Board of Directors duly met 4 times during this financial year on the

following dates

28/05/2014

22/07/2014

24/10/2014

02/02/2015

6 DIRECTORS AND KEY MANANGERIAL PERSONNEL:

Details about the Appointment, Re-appointment, Change in Designation, Resignation of Directors (along with fact of resignation), Managing Directors, Whole Time Directors, KMP, Independent Directors.

Disclosure U/s.149(10) on Appointment of Independent directors for the second term by way of special resolution.

During the year Promoter Director Mr. Teckchand Hoondamal Vaswani & Independent Director Mr.J.Viswanathan have expired. & Mrs, Muthulakshmi Ganesh was appointed as a Director.

7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL

BASIS

The declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 is enclosed. ANNEXURE I

8 COMPOSITION OF AUDIT COMMITTEE

Audit Committee consists of the following Independent Directors Mr.K.M.Narasimhan

Mr.T.V.Srinivasan

9. VIGILMECHANISM:

Whistle Blower policy: The Company has a whistle blower mechanism wherein the employees are free to report violation of laws, rules, regulations or unethical conduct to their immediate superiors or such other person as may be notified from time to time by the management. The confidentiality of those reporting violations shall be maintained and they shall not be subjected to any discriminatory practices. No person had been denied access to the Audit Committee.

10. DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards 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 at the end of the financial year and profit for company for that period;

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

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

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

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

11 INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES/ ASSOCIATES/JV

The company has no Subsidiary / Joint Venture / Associate.

12 EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) oftheCompaniesAct,2013 and Rule 12( 1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report (FORMAT IN ANNEXURE II)

13 AUDITORS:

The Auditors, M/s R.Bhaskar & Co, Chartered Accountants, D.C.Towers, No. 17,3rd Floor, F 37 & 38, Second Avenue, Anna Nagar, Chennai - 600 102 retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. As per the provisions of the Companies Act, 2013, the Auditors could be appointed for a period of One year from the conclusion of this Annual General Meeting till the conclusion of AGM to be held on 2016.

14 SECRETARIAL AUDIT: Secretarial audit report as provided by Mr. G.Porselvam Practising Company Secretary is enclosed to this Report as Annexure III

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

(A) Conservation of energy: NIL

(B) Technology absorption: NIL

(C) Foreign exchange earnings and Outgo NIL

16 DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

The company has not Accepted / renewed any deposits during the year.

17 SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

The Company has not made any Application /Petition to any of the Regulators during the year under Review, except that the Company has submitted its Draft Scheme of De-Merger to the BSE, which is under consideration.

18 DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The company has adequate Internal Control System.

19 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company does not have any:

SECURED LOANS: NIL UNSECURED LOANS: NIL CURRENT/NON-CURRENT INVESTMENTS: NIL GUARANTEES: NIL SECURITIES EXTENDED: NIL

20 RISK MANAGEMENT POLICY:

The company has framed Risk Management policy

21 CORPORATE SOCIAL RESPONSIBILITY POLICY:

The present Net worth / turnover of the company do not require compliance with CSR

22 RELATED PARTY TRANS ACTIONS: NIL

23 FORMAL ANNUAL EVALUATION:

Statement about the manner in which the formal evaluation made by the Board of its own performance and that of its committees and individual Directors.

The company is regularly adopting its Annual Evaluation Process, and the same is being considered by the board.

24 Disclosure about Cost Audit

Applicability of Cost Auditor dose not arise.

25 LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015- 2016 to BSE and BSE is the designated stock exchange where the shares of the company are listed.

26 CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report (ANNEXURE IV)

Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

27 INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY NBFC, HOUSING COMPANIES ETC.

The company has surrendered its NBFC license to RBI during the year and the disclosure in this regard is not mandated.

28 SECRETARIAL STANDARDS

Standards as was in Force is being adopted

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Mar 31, 2013

The Directors have pleasure in presenting the Twentieth Annual Report of your Company with Audited Accounts for the year ended 31 March, 2013.

PERFORMANCE:

The Performance of the Company for the year ended 31 March, 2013 is briefly set out below:

(Rs.) in Lakhs

INCOME FOR THE YEAR

117.01

LESS: EXPENDITURE FOR THE YEAR 50.19

PROFIT BEFORE DEPRECIATION & TAX 66.82

LESS: DEPRECIATION 19.43

PROVISION FOR TAX & STANDARD ASSETS 6.31

PROFIT AVAILABLE FOR APPROPRIATION 41.08

ADD: OPENING BALANCE IN P&L ACCOUNT 79.95

LESS: TRANSFER TO STATUTORY RESERVES 8.21

BALANCE C/F TO P&L ACCOUNT 112.82

DIVIDEND:

Your Company has not recommended any Dividend due to insufficient profits. This may also strengthen the reserves.

FIXED DEPOSITS:

The Company does not hold any deposits from the public or others as at 31 March, 2013 and hence, the company does not have any unpaid deposit or interest.

DIRECTORS:

Mr.T.V.Srinivasan, and Mr.V.G.Sureshkumar Directors retiring by rotation, being eligible have offered themselves for re-appointment.

At the Board Meeting held on 02/05/2013, Mr.P.Sankaran, Executive Director has been re- appointed for a period of one year with effect from 19/06/2013 on the terms and conditions as detailed in the Special resolution placed for shareholder''s approval.

CORPORATE GOVERNANCE REPORT:

A Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

RESPONSIBILITY STATEMENT OFTHE BOARD OFDIRECTORS:

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. 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 of the company for that period.

3. 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.

4. Directors had prepared the annual accounts on a going concern basis.

STATUTORYDISCLOSURES:

(i) Since none of the employees are in receipt of such remuneration for being included in the statement under Section 217(2 A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, the information in this regard is Nil.

(ii) The provisions of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 requiring disclosure of particulars regarding Conservation of Energy in Form A and Technology Absorption in Form B prescribed by the Rules do not apply to your Company, as it does not carry on manufacturing activities.

(iii) The Company had no foreign exchange inflow and outflow.

AUDITORS:

R.Bhaskar & Co, Chartered Accountants, Chennai are recommended for re-appointment as Statutory Auditors of the company to hold office from the conclusion of this Annual General meeting till the conclusion of the next Annual General Meeting.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their gratitude to you as shareholders for your continued support. They are thankful to your Company''s Clients, Bankers, Reserve Bank of India, FIHPA, SIHPA, SEBI, MSE, BSE and other Government Agencies for their valuable assistance.

They also wish to convey their appreciation to the employees whose dedicated service has enabled your Company to function satisfactorily in a continued unpredictable business climate.

On behalf of the Board

Place: Chennai - 17 L.V. ANANTRAM P. SANKARAN

Date : 02-05-2013. Director Executive Director

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Mar 31, 2012

The Directors have pleasure in presenting the Nineteenth Annual Report of your Company with Audited Accounts for the year ended 31 March, 2012.

PERFORMANCE:

The Performance of the Company for the year ended 31 March, 2012 is briefly set out below:

Rs.in Lakhs

INCOME FOR THE YEAR 92.99

LESS: EXPENDITURE FOR THE YEAR 48.66

PROFIT BEFORE DEPRECIATION & TAX 44.33

LESS: DEPRECIATION 22.73

PROVISION FOR TAX & STANDARD ASSETS 8.09

PROFIT AVAILABLE FOR APPROPRIATION 13.51

ADD: OPENING BALANCE IN P&L ACCOUNT 69.14

LESS: TRANSFER TO STATUTORY RESERVES 2.70

BALANCE C/F TO P&L ACCOUNT 79.95

DIVIDEND:

Your Company has not recommended any Dividend due to insufficient profits. This may also strengthen the reserves.

MANAGEMENT DISCUSSION & ANALYSIS:

REVIEW OF OPERATIONS:

During the year your company's loan transactions totaling Rs 319.50 lakhs were disbursed as against Rs 293.56 lakhs in the previous year. None of the new borrowal accounts have fallen NPA. Your Company ventured into the Advances through factoring of receivables. The working capital finance amounted Rs 220 lakhs against receivables during the period under review. The total interest income ofRs 40.46 lakhs which included Rs 3.68 lakhs collected towards interest during the short period of four months from December 2011. The other income for the year stood at Rs 52.53 lakhs including Rs 1.10 lakhs collected as Factoring service charges. The reduction in other income for the year was mainly caused by shortfall in profit on share trading due to a very volatile market and lower rental income and amenities charges consequent to surrender of some areas by tenants.

With a view to increasing financial income your company increased the investment portfolio also to Rs 260.61 lakhs. The resultant income from these investments would augment the Company's income in the long run.

Your Company is happy to inform you that due to constant review, follow up, the company has been complying with Asset / Income pattern norms fixed by RBI for NBFC companies in the current year under review.

WEBSITE:

Performance particulars of the Company can be ascertained by the share holders / public from website, www.afslindia.com

FUTURE PROSPECTS:

Your Directors are also considering further expansion of business of receivable financing, financing of commercial vehicles and construction equipments during the current year. Hence, your directors are hopeful of achieving improved results in the ensuing years.

ECONOMY MEASURES:

The Company has put into effect economy measures consistent with the need to continue the operations on a moderate scale with efficiency and promptness.

RISKS AND CONCERNS:

Your Company is exposed to normal industry risk factor such as Interest rate volatility, economic cycle and credit risk. Your Company manages these risks by adopting prudent business and risk management policies.

ADEQUACY OF INTERNAL CONTROL:

Your Company has got adequate system of internal controls and the management ensures adherence to all internal control practices and procedures. The Audit Committee critically reviews periodically the adequacy of internal controls and suggests control measures for further improvement / transparency.

FIXED DEPOSITS:

The Company does not hold any deposits from the public or others as at 31 March, 2012 and hence, the company does not have any unpaid deposit or interest.

DIRECTORS:

Mr K V Aiyappan, Mr U.K.Selvathilak and Mr J.Viswanathan Directors retiring by rotation, being eligible have offered themselves for re-appointment.

At the Board Meeting held on 03/05/2012, Mr.P.Sankaran, Executive Director has been re- appointed for a period of one year with effect from 19/06/2012 on the terms and conditions as detailed in the Special resolution placed for shareholder's approval.

CORPORATE GOVERNANCE REPORT:

A Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS:

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. 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 of the company for that period.

3. 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.

4. Directors had prepared the annual accounts on a going concern basis.

STATUTORY DISCLOSURES:

(i) Since none of the employees are in receipt of such remuneration for being included in the statement under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, the information in this regard is Nil.

(ii) The provisions of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 requiring disclosure of particulars regarding Conservation of Energy in Form A and Technology Absorption in Form B prescribed by the Rules do not apply to your Company, as it does not carry on manufacturing activities.

(iii) The Company had no foreign exchange inflow and outflow.

AUDITORS:

R.Bhaskar & Co, Chartered Accountants, Chennai are recommended for re-appointment as Statutory Auditors of the company to hold office from the conclusion of this Annual General meeting till the conclusion of the next Annual General Meeting.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their gratitude to you as shareholders for your continued support. They are thankful to your Company's Clients, Bankers, Reserve Bank of India, FIHPA, SIHPA, SEBI, MSE, BSE and other Government Agencies for their valuable assistance.

They also wish to convey their appreciation to the employees whose dedicated service has enabled your Company to function satisfactorily in a difficult business climate.

On behalf of the Board

Place : Chennai - 17 L.V. ANANTRAM P. SAN KARAN

Date : 03-05-2012. Director Executive Director

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Mar 31, 2011

The Directors have pleasure in presenting the Eighteenth Annual Report of your Company with Audited Accounts for the year ended 31 March, 2011.

PERFORMANCE:

The Performance of the Company for the year ended 31 March, 2011 is briefly set out below:

? in Lakhs

INCOME FOR THE YEAR 110.97

LESS: EXPENDITURE FOR THE YEAR 36.54

PROFIT BEFORE DEPRECIATION & TAX 74.43

LESS: DEPRECIATION 32.61

PROVISION FOR TAX & STANDARD ASSETS 27.76

PROFIT AVAILABLE FOR APPROPRIATION 14.06

ADD: OPENING BALANCE IN P&L ACCOUNT 58.08

LESS: TRANSFER TO STATUTORY RESERVES 3.00

BALANCE C/F TO P&L ACCOUNT 69.14

DIVIDEND:

Your Company has not recommended any Dividend due to insufficient profits.

MANAGEMENT DISCUSSION & ANALYSIS:

REVIEW OF OPERATIONS:

During the year your company registered an increase in loan transactions from ^ 147.93 lakhs in the previous year to ? 293.56 lakhs in the current year. There was an increase in interest on loans from ^ 22.98 lakhs in the previous year to ? 30.93 lakhs in the current year. In spite of increase in business, the profit for the current year under review has come down to ? 41.82 lakhs from ? 43.63 lakhs in the previous year. This is mainly due to substantial reduction in profit on share trading from ? 25.05 lakhs in the previous year to ? 9.49 lakhs in the current year. Moreover, there was also decrease in rent and amenities to the extent of ?20.80 lakhs during the year 2010-11.

With a view to increasing the financial income your company increased the investments substantially to ? 233.58 lakhs. The resultant income from these operations is expected to improve Companys income in the long run.

However, your company is happy to inform you that due to strenuous efforts, your company has been able to achieve the Asset/ Income Pattern norms fixed by RBI for Non-Banking Financial Companies in the current year under review.

WEBSITE:

Performance particulars of the Company can be viewed by the share holders / public from website, www.afslindia.com

FUTURE PROSPECTS:

During the year your company sought and secured the approval of the shareholders for carrying on the business of housing finance and the scheme is in the advanced stage of processing.

Your Directors are also considering the business of receivable financing, financing of commercial vehicles and construction equipments during the current year. Hence, your directors are hopeful of achieving improved results in the ensuing years.

ECONOMY MEASURES:

The Company has put into effect economy measures consistent with the need to continue the operations on a moderate scale with efficiency and promptness.

RISKS AND CONCERNS:

Your Company is exposed to normal industry risk factor such as Interest rate volatility, economic cycle and credit risk. Your Company manages these risks by adopting prudent business and risk management policies.

ADEQUACY OF INTERNAL CONTROL:

Your Company has got adequate system of internal controls and the management ensures adherence to all internal control practices and procedures. The Audit Committee critically reviews periodically the adequacy of internal controls and suggests control measure for further improvement / transparency.

FIXED DEPOSITS:

The Company does not hold any deposits from the public or others as at 31 March, 2011 and hence, the company does not have any unpaid deposit or interest.

DIRECTORS:

Mr.L.V.Anantram, Mr.Teckchand Vaswani and Mr.P.Sankaran Directors retiring by rotation, being eligible have offered themselves for re-appointment.

Mr.A.K.Sabesan and Mr.R.Varadarajan resigned from the directorship of the company with effect from 23-07-2010 and 20-01-2011 respectively citing personal reasons. The Board places on record the good services rendered by them during their tenure as Directors.

Mr.J.Viswanathan has been appointed as additional director at the Board Meeting held on 23-07-2010. He holds office till the conclusion of the forthcoming Annual General Meeting. Your company received a notice under section 257 of the Companies Act, 1956 proposing his candidature as Director. The Board of Directors recommends his appointment/re- appointment.

Mr.K.M.Narasimhan has been appointed as additional director at the Board Meeting held on 20-01 -2011. He holds office till the conclusion of the forthcoming Annual General Meeting. Your company received a notice under section 257 of the Companies Act, 1956 proposing his candidature as Director. The Board of Directors recommends his appointment/re- appointment.

At the Board Meeting held on 21-04-2011, Mr.P.Sankaran, Executive Director has been re- appointed for a period of one year with effect from 19-06-2011 on the terms and conditions as detailed in the Special resolution placed for shareholders approval.

CORPORATE GOVERNANCE REPORT:

A Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS:

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. 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 of the company for that period.

3. 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.

4. Directors had prepared the annual accounts on a going concern basis.

STATUTORY DISCLOSURES:

(i) Since none of the employees are in receipt of such remuneration for being included in the statement under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, the information in this regard is NIL.

(ii) The provisions of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 requiring disclosure of particulars regarding Conservation of Energy in Form A and Technology Absorption in Form B prescribed by the Rules do not apply to your Company, as it does not carry on manufacturing activities.

(iii) The Company had no foreign exchange inflow and outflow.

AUDITORS:

R.Bhaskar & Co, Chartered Accountants, Chennai are recommended for re-appointment as Statutory Auditors of the company to hold office from the conclusion of this Annual General meeting till the conclusion of the next Annual General Meeting.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their gratitude to you as shareholders for your continued support. They are thankful to your Companys Clients, Bankers, Reserve Bank of India, FIHPA, SIHPA, SEBI, MSE, BSE and other Government Agencies for their valuable assistance.

They also wish to convey their appreciation to the employees whose dedicated service has enabled your Company to function satisfactorily in a difficult business climate.

On behalf of the Board

Place: Chennai - 17 L.V. ANANTRAM P. SANKARAN

Date : 21-04-2011. Director Executive Director

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Mar 31, 2010

The Directors have pleasure in presenting the Seventeenth Annual Report of your Company with Audited Accounts for the year ended 31st March, 2010.

PERFORMANCEt

The Performance oft the Company for the year ended 31st March, 2010 is briefly set out below:

Rs. in Lakhs

INCOME FOR THE YEAR 126.51

LESS : EXPENDITURE FOR THE YEAR 41.75

PROFIT BEFORE DEPRECIATION & TAX 84.76

LESS: DEPRECIATION 41.12

PROVISION FOR TAX INCLU. FBT 26.71

PROFIT AVAILABLE FOR APPROPRIATION 16.93

ADD : OPENING BALANCE IN P&L ACCOUNT 44.65

LESS : TRANSFER TO STATUTORY RESERVES 3.50

BALANCE C/F TO P&L ACCOUNT 58.08

DIVIDEND:

Your Company has nbt recommended any Dividend due to insufficient profits and to strengthen the reserves.



MANAGEMENT DISCUSSION & ANALYSIS:

REVIEW OF OPERATIONS:

A full year after the financial meltdown the company was able to register a moderate increase in operations resulting in an income of Rs. 126.51 lakhs as against Rs. 107.12 lakhs for the previous year. During the year loans totalling Rs. 158.80 lakhs was given as against Rs. 134 97 lakhs disbursed in the previous year which continue to support the operations of the company. In the result the status of the company as NBFC-B category showed some improvement. The management is hoping, that it will fully meet the prescribed requirements.

WEBSITE:

Performance particulars of the Company can be ascertained by the share holders / public from websije, www.afslindia.com

FUTURE PROSPECTS:

The strategy designed few years ago is being continued with caution, the disbursements being restricted to existing as well as well known worthy / good clients. The Directors are confident of showing improved results during this year.

ECONOMY MEASURES:

The Company has put into effect economy measures consistent with the need to continue the operations on a moderate scale with efficiency and promptness.

RISKS AND CONCERNS:

Your Company is exposed to normal industry risk factor such as Interest rate, volatility, economic cycle and credit risk. Your Company manages these risks by adopting prudent business and risk management policies.

ADEQUACY OF INTERNAL CONTROL:

Your Company has got adequate system of internal controls and the management ensures adherence to all internal control practices and procedures. The Audit Committee critically reviews periodically the adequacy of internal controls and suggests control measure for further improvement / transparency.

FIXED DEPOSITS:

The Company does not hold any deposits from the public or others as at 31 March, 2010 and hence, the company does not have any unpaid deposit or interest.

DIRECTORS:

Mr.K.V. Aiyappan, Mr.V.G. Sureshkumar and Mr.T.V. Srinivasan Directors retiring by rotation, being eligible have offered themselves for re-appointment.

Mr.T.S. Ramakrishnan resigned from the directorship of the company with effect from 24/04/2010 citing personal reasons. The Board places on record the good services rendered by him during his tenure.

Mr.U.K. Selvathilak has been appointed as additional director at the Board Meeting held on 24/04/2010. He holds office till the conclusion of the forthcoming Annual General Meeting. Your company received a notice under section 257 of the Companies Act, 1956 proposing his candidature as Director. The Board of Directors recommends his appointment/ re-appointment.

At the Board Meeting held on 24/04/2010, Mr.P.Sankaran, Executive Director has been re-appointed for a period of one year with effect from 19/06/2010 on the terms and conditions as detailed in the Special resolution placed for shareholders approval.

CORPORATE GOVERNANCE REPORT:

A Certificate from the auditor of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS:

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, (Act) your Directors confirm that:

1 In the prepsiration of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2 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 of the company for that period.

3 Directors hid 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.

4 Directors had prepared the annual accounts on a going concern basis.

STATUTORY DISCLOSURES:

(i) Since none of the employees are in receipt of such remuneration for being

included in the statement under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, the information in this regard is NIL.

(ii) The provisions of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 requiring disclosure of particulars regarding Conservation of Energy in Form A and Technology Absorption in Form B prescribed by the Rules do not apply to your Company, as it does not carry on manufacturing activities.

(iii) The Company had no foreign exchange inflow and outflow.

AUDITORS:

R.Bhaskar & Co, (fhartered Accountants, Chennai are recommended for appoint- ment as Auditors of the company to assume office from the conclusion of this Annual General meeting til the conclusion of next Annual General Meeting in the place of Mr.K.C.Sthalasayanam, existing Auditor who expressed his inability to continue effective from the ensuing Annual General meeting citing personal reasons.

ACKNOWLEDGEMENTS:

Your Directors wis h to place on record their gratitude to you as shareholders for your continued support. They are thankful to your Companys Clients, Bankers, Reserve Bank of Ii[dia, FIHPA, SIHPA, SEBI, MSE, BSE and other Government Agencies for their valuable assistance.

They also wish to convey their appreciation to the employees whose dedicated service has enabled your Company to function satisfactorily in a difficult business climate.

On behalf of the Board

Place: Chennai -17. L.V. ANANTRAM P. SANKARAN

Date : 24/04/2010- Director Executive Director