Directors Report of Ad-Manum Finance Ltd.

Mar 31, 2024

Yottf Directors have pleasure in presenting their 38^lLl Annual Report on the business nnc! operations along with the Audited Financial Statement for the Financial Year ended March 31, 2024,

1. Financial Results

The Company''s Financial Performance for the year ended March 31, 2024, is summarized below:

Particulars	(Amount in’000)
	2023-24	2022-23
Revenue from Operation	110292.04	91515,54
Other Income	18708.98	8024.59
Total Income	129001,02	99540.13
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	116240,80	79141.79
Less: Depreriation/Amortisation/ impa i rment	529.15	1362,55
Less: Finance Costs	14208.95	11192,68
Profit /loss before Exceptional items and Tax Expense	101502,70	66586.56
Add/fless): Exceptional items	0.00	0.00
Profit /loss before Tax Expense	101502-78	66586.56
Less: Current Tax	24000.00	22000.00
Add /Less: Deferred Tax	2817.57	(5421.80)
Add/Less; Adjustment in respect of Current Tax of Prior Years	(2321.79)	(187,52)
Profit /Loss for the Year (A)	77007,00	50195.88
Other-Comprehensive lnconie/!oss (B)	10475.54	4272,01
Total Comprehensive Income for Lhu period (A B)	87482,54	54467.89
Balance of Profit /Loss for earlier years (C)	172649.12	132492,42
Lass: Transfer to NBFC Reserve (D)	15401.40	10039,10
Less: Dividend paid on Equity Shares (El	0.00	0.00
Balance carried forward (fA ci - f D EH	234254,72	172649,12
Earnings Per Share:
Basic & Diluted	10.27	6.69

2, Performance of the Company and State of Affairs:

The Company is a non-deposit taking company and has been categorized as a category -H, NBFC Company, registered with the Reserve Bank of India. During the financial year 2023-24, the revenue from operations amounted to Rs. 1102.92 Lakhs as against Rs. 915.16 Lakhs in the Previous year registering an increase of 20.52% over the previous year.

The growth trend was continued whereby your Company posted Net Profit after Tax of its. 770.07 Lakhs for F.Y. 2023-24 as against the Profit of Rs, 501.96 Lakhs during the

previous financial year, registering an increase of 53.41% over the previous year As an NBFC, the Company is having its primary activities of lending and the performance in the financial year 2023-24 was found to be better than the previous year(s).

3. Change in the nature of business:

During the year under review, there were no changes in the nature of the business activities.

4. Dividend:

In order to preserve the surplus money and to utilize such amount in the business activities, your Board of Directors does not recommend any dividend during the year under review* (Previous year: Nil)

5. Transfer of Amount to Lhe NBFC Reserves or any other reserve:

The Company has transferred Rs, 154.01 Lakhs to the NBFC Statutory Reserve as per requirement of the Directions of the RBI to the NBFC (P.Y. Rs. 100.39 Lakhs), except this the company has not transferred any amount to any reserve during the year under review. (P.Y. Nil)

6. Capital Structure:

The Paid-up Equity Share Capital as on 31³¹ March 2024 is Rs,750,00 Lakhs divided into 75.00 Lakhs Equity Shares of Rs. 10/- each, carrying voting rights. During the year under review, the company has not issued any shares with differential voting rights nor granted stock options nor sweat equity Shares,

7. Listing of Shares of the Company:

The entire 75,00,000 equity shares of Rs. 10/- each of the company continue to remain listed on BSE Ltd. (Scrip Code: 511359). The company has paid the Annual Listing Fees for the year 2024-25 to BSE Ltd. and the Custodian fee to CDSL and NSDL for the financial year 2023-24 on time. The shares of the Company are frequently traded at the BSE Ltd.

8. Transfer of Amount and Shares to Investor Education & Protection Funds (IHPF):

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") all unpaid or unclaimed dividend are required to be transferred by the company to the IEPF Authority established by the Government, after the completion of seven years. Further, according to the rules, the resulting shares on which dividend has not been paid or claimed by the shareholders for 7 [seven] consecutive years or more also need to be transferred to the Demat account of the JEPF Authority.

Since after the financial year 2014-15, the Company has not declared dividends, no information is required to be furnished in this regard.

S, Web Address for Placing Annual Return:

Pursuant to Section 92(3] read with Section 134[3)[a) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 of the Companies Act, 2013,

the Annual Return as on 31^st March, 2024 can be accessed on the website of Company at following link: http://www.adma numrmance.com/annualreports.p.hp.

10, Directors'' Responsibility Statement:

The Directors'' Responsibility Statement referred to Section I34(3)(cj and 134(5) of the Companies Act, 2013:

a) in the preparation of the annual accounts for the year ended 31^st March 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there is no material departures from the same;

b) The directors had selected sucli accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent SO as to give a true and fair view of the state of affairs of the company as at 31^st March 2024 and of the profit of the company for the year ended on that date;

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

d j The directors had 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 ail applicable laws, and that such systems were adequate and operating effectively.

11, Board Meetings:

During KY 2023-24, 7 (Seven) Board Meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 along with their rules. Secretarial Standard and the SERI (LODR) Regulations, 2015, The details of the Board meetings held during the year along with the attendance of the respective directors are set out in the Corporate Governance Report forming part of this annual report.

12, Committees of the Board:

The Board of Directors of the Company has duly constituted the following committees as per the provisions of the Companies Acl, 2013 and SEBI (LODR) Regulations, 2015:

a) Audit Committee as per section 177 of the Companies Act 2013 and Regulation 18 pf SEBI (LODR) Regulations, 2015,

b) Stakeholder Relationship Committee as per section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (LODR) Regulations, 2015.

c) Nomination and Remuneration Committee as per section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015,

d) Corporate Social Responsibility Committee as per section 175 of the Companies Act 2013,

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report as Arm entire A

13. Particulars of Loans, Guarantees, Security or Investments u/s 186 of the Companies Act, 2013:

Since, the company is registered as an NRFC with RBI, therefore, the provisions of section 186 of the Companies Act, 2013 and the disclosures relating thereto are not applicable on the company. However, the Company has made certain investments and provided loans to certain corporates during its ordinary course of business. Details of which can be reviewed in the Financial Statements of the company-

14. Particulars of Contracts or Arrangements with Related Parties referred to under Section 188(1) of the Companies Act, 2013:

The company has entered into related party transactions as specified under section 188(1) of the Companies Act, Z013 during the financial year which were in the ordinary course of business and on an arm''s length hasis and were not material. Hence, the disclosure in the Form AOC-2 is not required to be annexed with the board Report. However, in respect to the provisions of Regulation 23 of the SERI (LQDR) Regulations, 2015, the company has transactions for transfer of resources, which were categorized as material related party transactions in the ordinary course of business and on an arm''s length basis for which the company has already taken approval or its members in the 37^l]i Annual Genera] Meeting held on 27^i:‘ September, 2022,

Pursuant to SEBl Master Circular Wo. SEBI/H0/CFD/Po02/ClR/P/2023/l2D dated ll^Lh July, 2023, Your Board of director is again proposing to pass an Ordinary Resolution under Regulation 23 of the EEPi (LODR) Regulations, 2015 for continuing the transactions for transfer of resources to Related Parties in the Ordinary Course of liusiness.

15. AUDITORS AND THEIR REPORTS:

a] Statutory Auditors and Statutory Atidit Report:

Pursuant to the provisions of section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s MaKendra Badjatya & Co,, Chartered Accountants, (F.R.No.001457C) were appointed as the Auditors of the Company to hold the office from the conclusion of 36^th Annual General Meeting held on 20^th September, 2022 for a period of 5 years till the conclusion ?F41^st Annual General Meeting to be held in the year 2027.

The Report made by the Statutory Auditors on the Financial Statements of the Company for the financial year ended 31^JL March 2024, read with the Notes therein, are selfexplanatory and, therefore, do not call for any further explanation or comments from the Board under section 134(3)(f) of the Companies Act, 2013. The Auditor’s Report does not contain any qualification, reservation, disclaimer or adverse remarks.

b] Secretarial Auditor and Secretarial Audit Report:

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your company had appointed M/s D.K. fain & Cm, Company Secretaries, Indore {FRN-I1995MPQ67500} to undertake the Secretarial Audit of the company for the FY 2023-24. The Secretarial Audit Report for the F.Y. ended March 31, 2024, is annexed as An flexure E. The Secretarial Auditor''s Report does not contain any qualification, reservation, disclaimer or adverse remarks.

c] Internal Auditors & 1 nternal Audit Report:

The Board had appointed M/s. VSK & Company (Firm Registration Number: OOG837C, Practicing Chartered Accountants as Internal Auditor of the Company for the Financial

Year 2G23-24. The Internal Auditor reports rheir findings to the Audit Committee of the Board. The audit function maintains its independence and objectivity while carrying out assignments. It evaluates an a continuous basis, the adequacy and effectiveness of internal control mechanism with interaction of KMP and functional staff. The company has taken stringent measures to control the quality of disbursement of loans and its recovery to prevent Fraud, The company has also taken steps to check the performance of the functional employees of the company at branch level,

d] Cost Audit and Records:

Since the company is not carrying any manufacturing activities except generation of power from the windmill. However, it is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 not applicable to conduct Cost Audit also.

16. The Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Your company, being a Non-Ranking Finance Company and also generating power from the Windmills which has no activities involving conservation of energy. However, your company has taken adequate measures for conservation, wherever required. Also, being an NBFC, the company has no activities involving adoption of any specific technology, However, your company has been in the forefront in implementing the latest information technology and tools towards enhancing business efficiency,

There were no foreign exchange earnings and outgoing during the Financial Year under

review (Previous year Nil],

17, Details of Subsidiaries, Associate Companies and Joint Ventures:

The company does not have any subsidiary, associate company, or joint venture within the provisions of the Companies Act, 2013 either at the beginning or at the end of the financial year, However, the Company is an associate of foreign company namely Agarwal Coa! Corporationfsj Pte. Ltd. [Singapore] which holds 36,93% shares as the promoter Croup of the Company,

18. Statement indicating Development and Implementation of a Risk Management Policy for the Company including Identification therein of Elements of Risk:

The Company is primarily engaged, in the business of Investment and Lending Activities and is associated with the normal business risk of the market. Any change in the taxation policy by the Government or any policy change made by the Reserve Bank of India may adversely affect the profitability of the Company. The Company has adequate internal control to monitor the financial transactions and the books of accounts are being audited by the independent auditor of the Company,

19, Directors and Key Managerial Personnel:

a] Changes in Directors and KMP during the Financial Year:

During the year, following changes took place in the Composition of Board of Directors and KMPs of the Company: -

i. Appointment of Mr. Dhawal Bagmar (DIN: 10217380} as an Additional Director under the category nf Independent Director of the Company w-e.f. August 1, 2023,

for a term of 5 years and the members at their meeting held on 27^th September,

2023 has confirmed his appointment as the Director under the category of Independent Director,

ii, Cessation of Mr. Aseem Trivedt from the post of independent Director of the Company [upon completion of second consecutive term of 5 years) w.e.f, March 31,

2024

None of the directors have resigned during the year under review,

b) Changes in Directors and KMP alter the closure of the Financial Year but before the approval of this Report:

i. Re-appointment of Mr, Sanjeev Sharma, [DIN: 07839822) whose present term as Whole-time Director of the Company shall complete on March 12, 2025, and who is recommended by the Nomination and Remuneration Committee and approved by the Board of directors of the Company for being re-appointed for a further term w.e.f. March 13, 2025 for a period of 5 years,,

ii. Appointment of Ms. Apdorva lain (DIN: 10714927) who is recommended by the Nomination and Remuneration Committee and approved by the Board of directors of the Company as an Additionai Woman Director [in the category of Women independent Director) of the Company w,e,f. August 1, 2024 which needs be confirmed in the ensuing Annual General Meeting of the Company.

iii. Appointment of Mr. Pradhumn Pathak [DIN: 1D6970B3) who is recommended by the Nomination and Remuneration Committee and approved by the Board of directors of the Company as an Additional Director (in the category of Independent Director) of the Company w.e.f. August 1, 2024 which needs to be confirmed in the ensuing Annual General Meeting of the Company,

iv. Resignation of Ms. Priyanka }ha (DIN: 07347415) (Woman Independent Director] fi’om Directorship of the company w.e.f, closure of business hours of August 1, 2024.

v. Resignation of Mr. Sahivc Alam Khan (D1N;0917968?j) [Independent Director) from Directorship of the company w.e.f. closure ofbusiness hours of August 1, 2024,

c) Independent Directors:

Pursuant to the provision of the Companies Act, 2013, company had 3 (Three)

Independent Directors as at 31^st March, 2024 including 1 (One) Woman Director which

areas follows:

1) Mr. Dhawai fiagmar (DIN: 10217300)

2) Ms, Priyanka Jha (Woman Independent Director) (DIN: 07347415)

3) Mr, Sahive Alam Khan [DIN; 09179685)

d) Statement on Declaration by Independent Directors under section 149(6) of the Companies Act, 2013:

The Company has received necessary declaration from all the Independent Directors as required under section 149(6) of the Companies Act, 2013 confirming that they meet the criteria of independence as per the Companies Act, 2013 and Regulation 16(l)(b) of SERI (L0PR) Regulation, 20IS. In the Opinion of the Board, ail the independent directors fulfill the criteria of independence with regard to integrity, expertise and experience (including the proficiency) as required under the Companies Act, 2013 and the SEB1 (LODR) Regulations, 2015 as amended from time to time. All the Independent Directors are also registered with the databank maintained by the MCA as per the requirement of the Companies Act, 2013.

e) Opinion of the Board with regard to integrity, expertise and experience including the proficiency of the Independent Directors appointed during the

year:

During the period under review, the company has appointed Mr. Dhawai Bagmar (DEN: 10217380] as an Independent Director. Mr. Dhawal Bagmar is a Practicing ("haitered Accountant by Profession and having an experience in the field of Audit, Taxation and Financing and the Board is of the view that he is a person of integrity, expertise, and proficiency to serve the Company as independent directors strengthening the overall composition of the Board,

f) Directors seeking confirmation/re-appointment in the ensuing General Meeting:

i. Ms. Apoorva Jain [DIN: 10714927] who was appointed as Additional Woman Director (in the category of independent Director] of the Company w.e.f, August 1, 2024, seeks confirmation for her appointment as an Independent Director of the Company for a First term of 5 [Five] consecutive years w.e.f. August 1, 2024 and shall not be liable to retire by rotation.

ii. Mr. Pradhumn Pathak (DIN: 10697083] who was appointed as Additional Director (in the category of Independent Director) of the Company w.e.f. August 1, 2024, seeks confirmation for his appointment as an Independent Director of the Company for a First term of 5 (Five) consecutive years w.e.f, August 1, 2024 and shall not be liable to retire by rotation.

iii. Mr. Sanjeev Sharma, (DIN: 07839822) whose current term as Whole-time Director of the Company shall be completed on March 12, 2025, and who is recommended by the Nomination and Remuneration Committee and approved by the Board of Directors of the Company for being re-appointed for a further period w.e.f. March 13, 2025 for a period of 5 years, seeks confirmation to be reappointed as Whole-time Director of the Company for a further period.

iv. Mr. Dharmendra Agrawai (DJN: Q8390936], who is liable to retire by rotation in the ensuing General Meeting, seeks re-appointment as Whole-time Director of the Company.

Brief profile of all the directors proposed to be re-appointed at the ensuing annual general meeting has been provided in the notice of the Annual General Meeting.

20. Significant/ Material orders passed by the Regulator or Court or Tribunals:

There were no significant/material orders passed by any regulator or court or tribunal which would impact the going concern status of the company and its future operations.

21. Materia) Changes and Commitments, if any, affecLing 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:

There have been no material changes and commitments, affecting the financial position of the Company which had occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

22. Adequacy of Internal financial controls with Reference to the Financial Statements:

Your Company has in place adequate internal control system [including internal financial control system) commensurate with the size of its operations. The company has an adequate internal financial control backed by sufficient qualified staff, system software and special software''s. The company has also an internal audit system by the external agency-

23. The Details Relating to Deposits Covered under Chapter V of the Act, 2013:

The Company is a mon-deposit taking Category - B, NBFC Company registered with the Reserve Rank of India, Therefore, provisions of section 73 to 76 of the Companies Act, 2013 read with Companies [Acceptance of Deposit) Rules, 2014 is not applicable to the company. Further the Company has not accepted any deposit in contravention of the provisions of the Companies Act, 2013 as well as RBI directions.

24. Non-Performing Assets and Provisions:

The company has ascertained Non-Performing Assets under Non-Ranking Financial [Non- Deposit accepting or holding) Companies Prudential norms (Reserve Bank) Directions, 2007, as amended from time to time, and made adequate provisions there against. The company did not recognize interest income on such Non-Performing Assets. The Company has not written off any unrecoverable amount as bad debts during the year [Previous year: Nil),

25. Disclosure as per terms of Paragraph 13 of "Non-Systemically Important Non-Banking Financial [Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015:

The desired disclosure is enclosed herewith as per the attached Financial Statements.

26. Compliance of REl Guidelines:

The company continues to comply with all the requirements prescribed by the RBI for the NBFC Companies from time to time.

27. Compliance with Secretarial Standards:

Your Company is in compliance with the Secretarial Standards specified by the Institute o f Com pa ny Secreta ri es of India.

28. Corporate Governance and Management Discussion and Analysis:

Regulation 34 read with Schedule V of SEBI [LODR) Regulations, 2015 and the Companies Act, 2013, the corporate governance report, management discussion and analysis report, certificate from Practicing Company Secretary regarding non disqualification, debarred for being appointment or continue to be appointed and the auditor’s certificate regarding compliance of conditions of corporate governance is enclosed herewith as per Annexare - A.

29. Disclosure of Codes, Standards, Policies and compliances there under:

u) Know Your Customer and Anti money laundering measure policy

Your company has a Board approved Know Your Customer and Anti Money Laundering Measure Policy [KYC and AML Policy) in place and adheres to the said policy. The said policy is in line with the RBI Guidelines,

The Company lias also adhered to the compliance requirement in terms of the said policy including the monitoring and reporting of cash and suspicious transactions. No cash transactions of the value of more than Rs. 10,00,000/- or any suspicious transactions whether or not made in cash noticed by the company in terms of the said policy.

b} Fair Practice Code:

The company has in place a Fair Practice Lode (FPL), as per RBI Regulations, which includes guidelines to the appropriate staff to conduct when dealing with the customers and on the organizations policies vis-a-vis client protection. Your company and its employees lias duly complied with the provisions of FPC.

c] Lode of Conduct for Board of Directors and the Senior Management Personnel:

The company has adopted a code of conduct as required under Regulation 17 of SEBt [LODRJ Regulations 2015, for its members of the Board of Directors and the senior management personnel. The code requires the directors and employees of the company to act honestly, ethically and with integrity and in a professional and respectful manner. The certificate of Management is attached with the Report in the Corporate Governance section.

d] Code for Prohibition oflnsider Trading Practices:

The company has in place a code for prevention of insider trading practices in accordance with the model code of conduct, as prescribed under SEBI (Prohibition of insider Trading) Regulations, 2015, as amended and has duly complied with the provisions of the said code.

e) Whistle blower policy & Vigil Mechanism:

Pursuant to the provisions of section 177(9) and [10) of the Companies Act, 2013 read with rule 7 of Companies (Meeting of Boards and its Powers) Rules, 2014 and Regulation 22 of SEBI (LODR) Regulations, 2015, the company had adopted a whistle blower policy which provides for a vigil mechanism that encourages and supports its directors and employees to report instances of unethical behavior, actual or suspected, fraud or violation of the company''s code of conduct policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the chairman of audit committee in exceptional cases. Policy of the Whistle Slower of the Company has been given at the website of the company at hit p: / /www,:; dmanumfinaneaxo1i\ZWh is I e%2Q1)1ower%2 PFplicy.pdf and a ttadied the same as Atmexitre B to this report,

f) Prevention, Prohibition and It oil res sal of Sexual Harassment of women at workplace:

The company has in place a policy on prevention, prohibition and redresses of sexual harassment of women at workplace under the Sexual Harassment of Women at the Workplace [Prevention, Prohibition & Redressal) Act, 2013..

The primary objective of the said policy is to protect the women employees from sexual harassment at the place of work and provides for punishment in case of false and malicious representations. The Company has also in place an Internal Complaints

Committee (ICC) under the Sexual Harassment of Women at the Workplace [Prevention, Prohibition & Red res sal] Act, 2013 for dealing with complaints relating ta sexual harassment at workplace, For the status of compliant please refer the following table:

No. of Complaints	No. of Complaints	No. of Complaints	No. of Complaints
pending as on	received during	resolved during	pending as on
01/04/2023	2023-24	2023-24	31/03/2024
0	0	0	0

g) Nomination, Remuneration and Evaluation Policy (NRE Policy):

The Board has, cm the recommendation of the nomination and remuneration committee Framed a Nomination, Remuneration and Evaluation Policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors and, or senior management personnel of the company, along with the criteria for determination of remuneration of directors, KMP''s and other employees and their evaluation and includes other matters, as prescribed under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBJ (LOUR) Regulations 2015. Policy of the Company has been given at the website of the Company at http://www.admanumfLnanLe.com/ Norni iiu!in%2U&%20Ki:'' m i; na rati on%20 Pol icy, pdf . The details of the same are also covered in the Corporate Governance Report forming part of this Annual Report,

h) Related Party Transactions Policy:

Transactions entered with related parties as defined under section 180(1) of the Companies Act, 2013 during the financial year were in the ordinary course of business and are not material.

The related party transaction policy as formulated by the company defines the materiality of related party and lays down the procedures of dealing with related party transactions. The details of the same are posted on the Company website, (h ttp: / /www. a d m 3 n u m ft na nce.co m / Rel ated% 20 Pa rtv%2_0Tra ns a cti o n % 2 OPolicy.pd 1].

i) Policy of company for Lhe appointment of Directors and their remuneration:

Policy of company for the appointment of Directors and their remuneration is hosted on the website fwww.admanumfinance.com) of the company as per the requirement of the section 178 of the Company Act, 2013,

30. The Details about the Policy Developed and Implemented by the Company

on CSR (Corporate Social Responsibility) initiatives taken during the Year:

During the financial year ended 31^sl March 2024, the Company has incurred net CSR expenditure of K 10,20,794- (Rupees Ten lacs Twenty Thousand Seven Hundred Ninety Four) towards CSR Activities as against obligation of ^ 7,95,950.78 /- (Rupees Seven Lakh Ninety Five Thousand Nine Hundred and Fifty and Seventy Eight Paisa Only] Lakh pursuant to the provisions of Section 135(5) of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014,

Further, the Company has spent an excess amount of * 2,24,843.22/- (Rupees Two Lac Twenty Four Thousand Eight Hundred Forty Three and Twenty Two Paisa Only) under the CSR activities during the period under review.

The CSR (Corporate Soria] Responsibility) policy of the Company can be accessed on the website of the company at foil owing link:

httD://www.adrnaniJrn fi nance.CQffi/CSR%20Policy.pdf

The Annual report on the CSR activities undertaken during the financial year ended 31^st March 2024 in accordance with provisions of section 135 of the Companies Act 2013 read with ride 3 of companies (corporate social responsibility policy Ruies 2014 is enclosed herewith as per "Amie.virre -F’

31. Statement indicating the Manner in which Formal Annual Evaluation has been made by the Board of its Performance and that of its Committees and Individual Directors:

The Performance evaluation was conducted for evaluation of the Board. Chairman of the Board and Committees. Executive Directors and Independent Directors of the Company for tSie financial year 2023-24 as per provisions of the Companies Act, 2013 and requirements of SEBt (LQDRJ Regulations. 2015,

The Nomination and Remuneration Committee has devised criteria for evaluation of the performance of the Board, its committees, and Directors including Independent Directors which inter-aliu includes attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance which code of conduct, vision, and strategy. This Board, on the recommendation of the Nomination and Remuneration Committee carried out an annual performance evaluation of the Board, Committees, and Individual Directors.

The report on performance evaluation of the Individuals Directors was reviewed by the Chairman of Lhe Board and feedback was given to Directors.

Pursuant to the provisions of the Companies Act, 2013 read along with their ruies and Regulation 25(4] ofSEBl (LODR] Regulations 2015, an Annual Performance evaluation of the Board, the directors individually as well as the evaluation of the working of the board committees including audit committee and other committees of the Board of Directors of the company was carried out during the year and is covered under the Corporate Governance Report forming part of this annual report.

32. Particulars of Employees:

The ratio of the remuneration of each director to the median employee''s remuneration and other details in terms of u/s 197(12] of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report and is annexed as per Annextire -C

The Company is having only 7 (Seven) employees on 31^SI March, 2024 and the particulars thereof in terms of remuneration drawn as per rule 5(2) read with rule 5(3] of Companies (Appointment and remuneration of Managerial Personnel] Rules, 2014 as amended, is annexed with the report as AnnexUre- D.

There are certain employees in the company who were in receipt of remuneration in excess of that drawn by one of the whole-time directors, However, the said employee along with her spouse and dependent children is not holding more than 2% of the

Equity shares of the company. Therefore, the disclosure under rule 5 of Companies (Appointment and remuneration of-Managerial Personnel] Rule, 2014 is not required. Further,, there is no employee drawing remuneration ofRs. 9.50 Lakhs per month or Rs.

L02.00 Lakhs per year, therefore, the disclosure of particulars of employees as required u/s 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3] of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the Company.

33. Details in Respect uf Fraud Reported hy Auditor''s under Section 143(1Z) of the Companies Act, 2013 other than those which are Reportable to the Central Government:

During the year under review, Statutory Auditors have not reported, any instances of fraud committed against your Company by its officers and employees to the Board, details of which would need to be mentioned in the Board''s Report under section 143(12) of the Companies Act, 2013.

34. Provision of voting by electronic means:

Your Company is providing L-voting facility under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration} Amendment Rules, 2015, The ensuing ACM will be conducted through Video Conferencing/OVAM, and no physical meeting will beheld, and your company has made necessary arrangements with CDSI, to provide facility for remote e-voting and e-voting at ACM. The details regarding e-voting Facility are provided with the notice of the Meeting.

35. Details of Application or Proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year along with their Status as at end of Financial Year;

A. Details of application filed against the Company during the financial year under review:

The Board confirm that neither any application is filed nor proceeding is pending against the company under section 7, 9 or 10 of the Insolvency and Bankruptcy Code, 2016 (31 of 2016] during the year under review,

R. Details of application filed hv the Company against the Corporate Debtors during the financial year under review;

The Board confirm that neither any application is filed by the Company nor proceeding is pending in the matter of application is filed by the Company u/s 7 of Che Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

36. General Disclosure:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these matters or were not applicable to the Company during the year under review;

a. The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme;

b. Your Company has neither announced any Corporate Action [buy back of securities, payment of dividend declared, mergers and de-mergers, split and issue of any securities] nor failed to implement or complete the Corporate Action within prescribed timelines.

c. There were no voting rights exercised hy any employee of the Company pursuant to section 67(3] read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.

d. There was no instance of one-time settlement with any Bank or Financial Institution.

e. There is no requirement to conduct the valuation by the bank and no vaiuation done at the rime of one-time Settlement during the period under review;

f. There were no revisions in the Financial Statement and Board''s Report.

g. The company has not given any commission to WTD during the period under review.

37. Acknowledgements:

Your directors express their deep sense of gratitude to the banks, stakeholders, business associates. Central and State Governments for their co-operation and support and look forward to their continued support in future.

By Order of the Board

Ad-Maimm Finance Limited

C1N- L5252GMP198GPLC003405 *

Registered Office: /A V

"Agarwal House",

S.Yeshwaiu Colony,

Indore (M P.) 452003 SanjeevShanua Dharmendra Agrawal

Whole-time Director Whole-time Director & CEO DIN; 07839822 £1^08390936

Dated: August 1, 2024 xX

Place: Indore frfl \^

---

Mar 31, 2015

Dear Members,

The Directors are Pleased to present the 29th Annual-Report and the Company's Audited financial statement for the Financial Year ended March 31st 2015.



1. FINANCIAL RESULTS

The Company's Financial Performance for the year ended March 31st 2015, is summarized below:

(Amount in f)

PARTICULARS 2014-15 2013-14

Profit before Depreciation, Interest & other adjustments 92545734 180192986

Less : Finance Cost 70705115 86122646

Depreciation 3799817 12147764

Profit Before Tax 18040802 81922576

Less : Provision for current Income Tax 8000000 28936312

Deferred Tax Provision Written Back (3702469) (8178072)

Income Tax excess provision Written Back(8157572) (958528)

Provision for NPA 12207257 11123513

Provision for Diminution in Securities 0 0

Profit for the year 9693586 50999351

Add : Balance of Profit B/F From Previous Year 61428339 49345546

Amount available for appropriation 71121925 100344897

APPROPRIATIONS :

Proposed dividend @10% 7500000 7500000

Corporate Tax on proposed dividend 1526820 1216688

Transfer to NBFC Reserve 1938717 10199870

Transfer to General Reserve 0 20000000

Balance carried to Balance Sheet 60156388 61428339

TOTAL 71121925 100344897

2. PERFORMANCE

During the year, due to subdued economy and lower repayment strength of the borrowers, and slow off take of the second hand commercial vehicle segment, the recovery process of the company resulted into considerable NPA. The management therefore taking precautions for further disbursement of new loans and therefore the performance of the company became relatively poor both in terms of volume of business and profits. Once the economy improves and the credit cycle of the segment shows improved results, then the company shall again endeavor to undertake the size of operations into full scale.

3. DIVIDEND

The Board of Directors of the Company recommends payment of dividend @ Rs. 1/- for equity shares of Rs. 10/- each (10%) for the year 2014-15 previous year @Rs. 1/- for equity shares of Rs. 10/- each (10%).

4. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION & PROTECTION FUNDS (IEPF)

Pursuant to the provisions of section 205A(5) and section 205C of the companies Act, 1956, {which are still applicable as the relevant section' s under the Companies Act, 2013 are yet to be notified) the amounts pertaining to the dividends that remained unclaimed and unpaid for a period of seven years from the date it became first due for payment, have been transferred from time; to time to IEPF on the due dates by the company and no claims in this respect shall lie against the company. The dividend remains unpaid-unclaimed in the Company has been given in the Corporate Governance Report attached with the annual report of the Company.

5. TRANSFER OF AMOUNT TO THE RESERVES

The Company has transferred Rs, 19,38,717/- to the NBFC Reserves as per requirement of the Directions of the RB! to the NBFC Companies (Previous year Rs.1,01,99,870/-) except that no amount has been transferred or withdrawn from the reserves by the Company.

6. CREDIT RATING

The company's borrowings enjoy B8B-/stable credit ratings from CRISIL. The rating has been revised from BBB (Stable) in the previous year.

7. NON PERFORMING ASSETS AND PROVISIONS

The company is ascertained Non Performing Assets under Non Banking Financial (Non deposit accepting or holding} Company's Prudential norms (Reserve Bank) Directions, 2007, as amended from time to time, and made adequate provisions against. The company did not recognize interest income on such Non Performing Assets. The Company has alio written off unrecoverable amount as bad debts.

8. ASSOCIATES/SUBSIDIARIES/JOINT VENTURE COMPANIES

The company does not have any subsidiary and joint venture company. The company also does not have any associate within the meaning of Section 2(6) of the Companies Act, 2013 either at the beginning or end of the financial year. However, the Company is an associate of foreign Company namely Agarwal Coal Corporation(s) Pte. Ltd. (Singapore) which hold 36.93% shares in the Company.

9. DISCLOSURE U/S 134 (3)

Pursuant to the provisions of sec 134 (3) read with companies (Accounts) rules. 2014. The required information's & disclosures, to the extent applicable to the company are discussed elsewhere in this report and their relevant information's are as under:-

9.1. The extracts of Annual Return in the Form MGT-9 as per Annexure - A.

9.2 Policy of company for the appointment of Directors and their remuneration as per Annexure-B.

9.3 The particulars of related party contracts are enclosed herewith in form AOC-2 as per Annexure -C.

9.4 The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of subsection 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report and is annexed as per Annexure-D.

There is no employee drawing remuneration of Rs. 500000/- per month or Rs, 6000000/- per year, therefore the particulars of employees as required U/s 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the Company.

10. RISK MANAGEMENT COMMITTEE

The company has constituted risk management committee and the policy is disclosed on the website of the company. (www.admanumfinance.com).

11. DISCLOSURE OF CODES. STATNDARDS, POLICIES AND COMPLIANCES THEREUNDER

a) Know Your Customer and Anti money laundering measure policy.

Your company has a board approved Know Your Customer and Anti Money Laundering measure policy (KYC and AML Policy) in place and adheres to the said policy. The said policy is in line with the RBI Guidelines. Company has also adheres to the compliance requirement in terms of the said policy including the monitoring and reporting of cash and suspicious transactions. There are however, no cash transactions of the value or more than Rs.1000000/- or any suspicious transactions whether or not made in cash noticed by the company in terms of the said policy.

b) Fair Practice Code

Your company has in place a Fair Practice Code (FPC), as per RBI Regulations which includes guidelines from appropriate staff conduct when dealing with the customers and on the organizations policies vis-a-vis client protection. Your company and its employees duly complied with the provisions of FPC.

c) Code of Conduct for Board of Directors and the Senior Management Personnel

Your company has adopted a code of conduct as required under clause 49 of the Listing Agreement for its BOD and the senior management personnel. The code requires the directors and employees of the company to act honestly, ethically and with integrity and in a professional and respectful manner. A certificate of the Management is attached with the Report in the Corporate Governance section.

d) Code for Prohibition of Insider Trading Practices

Your company has in place a code for prevention of insider trading practices in accordance with the model code of conduct, as prescribed under SEBI { prohibition of insider trading) regulations, 1992, as amended and has duly complied with the provisions of the said code. The BOD at its meeting held on 31/01/2015 adopted

(i) AMFL code of practices and procedures for fair disclosure of unpublished price sensitive information and

(ii) AMFL code of conduct for prohibition of insider trading, as Per SEBI (Prohibition of Insider Trading) Regulations, 2015, which shall become effective from 15/05/2015.

e) Whistle blower policy

Pursuant to the provisions of section 177(9) and (10) of the Companies Act 2013 read with rule 7 of Companies {Meeting of Boards and its powers) Rules, 2014 and clause 49 of the listing agreement, the company and adopted a whistle blower policy which provides for a vigil mechanism that encourages and supports its directors and employees to report instances of unethical behavior, actual or suspected, fraud or violation of the company' code of conduct policy, it also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the chairman of audit committee in exceptional cases. Policy of the whistle blower of the Company has been given at the website of the Company at www.admanumfinance.com and attached the same as Annexure H to this report.

f) Prevention, Prohibition and Redressal of Sexual Harassment of women at workplace

The company has in place a policy on prevention, prohibition and redressal of sexual harassment of women at workplace. The primary objective of the said policy is to protect the women employees from sexual harassment at the place of work and also provides for punishment in case of false and malicious representations. No compliant, however is received by the company under the said policy in FY 2014-15.

g) Nomination, Remuneration and Evaluation policy (NRE Policy)

The Board has, on the recommendation of the nomination and remuneration committee framed a nomination, remuneration and evaluation policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors and, or senior management personnel of the company, along with the criteria for determination of remuneration of directors, KMP's and other employees and their evaluation and includes other matters, as prescribed under the provisions of section 178 of Companies Act, 2013 and clause 49 of the Listing Agreement. Policy of the Company has been given at the website of the Company at www.admanumfinance.com and attached the same as Annexure B to this report. The details of the same are also covered in Corporate Governance Report forming part of this annual report. h) Related Party Transactions Policy

There were no materially significant related party transactions held during the FY 2014-15 that may have potential conflict with the interest of company at large. Transactions entered with related parties as defined under the Companies Act, 2013 and Clause 49 of the listing Agreement during the financial year were mainly in the ordinary course of business and on an ! arm's length basis. The related party transaction policy as formulated by the company defines the materiality of related party and lays down the procedures of dealing with related party transactions. The details of the same are posted on our web-site (www.admanumfinance.com)

i) Corporate Social Responsibility Policy

Company has framed Corporate Social Responsibility (CSR Policy), as per the provisions of Companies (CSR Policy) Rules, 2015 which, inter alia, lays down the guidelines and mechanism, directly or indirectly through eligible trust or institutions for undertaking socially useful projects for welfare of the society. As per the provisions of section 135 of Companies Act, 2013, the company has constituted a Corporate Social Responsibility Committee. The composition of the CSR Committee and its terms of reference are given in the Corporate Governance Report forming part of this annual report. The Company has under an obligation to spend an amount of Rs. 1842174 being the 2% of Average net profit of preceding three financial years and the company has discharged the said obligation as per the CSR policy of the company. The details of CSR activities are annexed as per Annexure-E to this report. And the CSR Policy of the Company are posted on our web-site fwww.admanumfinance.com).

12. LISTING OF SHARES OFTHE COMPANY

The equity shares of the company continue to remain listed on BSE limited (code:511359). The company has paid the due listing fees to BSE Limited for the financial year 2015-16 on time.

13. BRANCH NETWORK

Your company has established an integrated branch network to spread the financial operations at different states and locations. At present the company has 24 branches as at 31/03/2015.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of your company consists of 6 directors. During the year Shri Vinod Kumar Agarwal, (DIN 00136613) the Managing Director of the company, due to his pre-occupation has vacated the office as such and has become the Nonexecutive Director & Chairman of the company w.e.f. 16/08/2014. Mr. J.N Chcudhury (DIN 00136766) continued to hold the office as Director-in-Charge& CEO. Mrs. Dolly Choudhury (DIN 06935952) appointed as wholetime director w.e.f. 31/07/2014.

CA Aseem Trivedi, CA Vishnu Gupta and Mr. D.P Kori are the Independent Directors of the Company for a term of 5 years w.e.f. 1st April, 2014. All Independent directors have given declaration that they meet the criteria of independence as laid down under section 149{6) of the companies Act, 2013 and clause 49 of the Listing Agreement and forms part of this report. In the opinion of the Board they fulfill the criteria on Independency.

In accordance with the provisions of Section 152 of the companies Act 2013 read with relevant provisions of Articles of Association of the company there are none of any directors is liable to retire by rotation.

The brief resume of directors proposed to be appointed/ reappointed, nature of their expertise in specific functional areas and names of the companies in which they hold directorship along with their membership/chairmanship of committees of the board as stipulated under Clause 49 of Listing Agreement of stock exchanges, or provided in the Corporate Governance section along withthe Annual Report.

Based on the confirmations received, none of the directors are disqualified from being appointed, reappointed as directors in terms of section 164 of the Companies Act, 2013.

CS Mohd. Raees Sheikh, a whole time Company Secretary, and Mr. Vikas Gupta, Chief Financial Officer of the company are designated as key managerial personnel of the company w.e.f. lst April, 2014 as per the provisions of section 203 of the Companies Act, 2013.

15. PERFORMANCE EVALUATION

Pursuant to the provision of Companies Act, 2013 and clause 49 of the Listing agreement, the performance of the Board, its committee's and individual directors are evaluated by number of meetings held, time spent in each meeting deliberating the issues, quality of information/data provided to the members, the time given to them to study the details before each meeting, quality of deliberation in each meeting, contribution of each directors, the details of decisions taken and measures adopted in implementing the decision and feedback to the board.

16. BOARD MEETINGS

During the FY 2014-15 the Board of directors has passed resolutions by circulation on 07-04-2014 and six Board meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. The details of the Board meetings held during the year along with the attendance of the respective directors there at are set out in the Corporate Governance Report forming part of this annual report.

17. SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATOR OR COURTORTRIBUNALS

There were no significant/material orders passed by any regulator or court or tribunal which would impact the going concern status of the company and its future operations.

18. INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL SYSTEM

The company has appointed an independent firm of Chartered Accountants for conducting the audit as per the internal audit standards and regulations. The internal auditor reports to the audit committee of the board. The audit function maintains its independence and objectivity while carrying out assignments. It evaluates on a continuous basis, the adequacy and effectiveness of internal control mechanism with interaction of KMP and functional staff.

The company has taken stringent measures to control the quality of disbursement of loan and its recovery to prevent fraud. The company has also taken steps to check the performance of the functional employees of the company at branch level.

19. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the BOD of the company had appointed M/s D.K. Jain & Co., Practicing Company Secretaries, Indore to undertake the secretarial audit of the company for the FY 2014-15. The secretarial audit report for the FY ended March 31st, 2015 is annexed as Annexure - F to this report. The said report does not contain any material qualification, reservation or adverse remark, except the delay caused in the filing of some documents, which were already filed with the adequate addition at filing fee and has been approved by the RoC/MCA, therefore do not calls for any further comment.

20. AUDITOR AND AUDITORS REPORT

At the 28th Annual General Meeting held on 25th September, 2014, the members had appointed M/s Mahendra Badjatya & Co (ICAI Firm Registration Number 001457C) Chartered Accountants as statutory auditors of the company, by way of ordinary resolution u/s 139 of the Companies Act, 2013 to hold office for a term of 3 years from the conclusion of 28th AGM until the conclusion of the 31st AGM of the company subject to ratification of appointment by the members of the company at every AGM as per the provisions of the Companies Act, 2013.

Based on the recommendation of the audit committee, the BOD at their meeting held on 29/05/2015 recommended the ratification of appointment of M/s Mahendra Badjatya & Co, Chartered Accountants as statutory auditors of the company, and that, the necessary resolution in this respect is being included in the notice of the 29th AGM for the approval of the members of the company. The company has received consent from statutory auditors and confirmation to the effect that they are not disqualified to be appointed as statutory auditors of the company in terms of the provisions of the Companies Act, 2013 3nd rules framed thereunder. The Notes to the Accounts referred to in Auditors Report are self explanatory and does not call for any further comment.

21. DIRECTORS RESPONSIBILITY STATEMENT

The Directors 'Responsibility Statement referred to in clause (c) of sub-section (3}of Section 134 of the Companies Act, 2013:

a} In the preparation of the annual accounts for the year ended March 31st 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there is no material departures from the same;

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 March 31st 2015 and of the profit and loss of the company for the year ended on that date;

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 safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

22. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the stock exchange, the corporate governance report, management discussion and analysis and the auditor's certificate regarding compliance of conditions of corporate governance is enclosed herewith as per Annexure - G.

23. DETAILS OF FRAUD

Pursuant to the provisions of section 134(3) and 143(12) of the Companies Act, 2013, read with Rule 13 of Companies (Audit and Auditors) Rules, 2014 the disclosure in respect of fraud detected by the company is as under:-

The company has detected fraud by its employees in collusion with borrowers at certain locations involving an amount of Rs. 60.21 Lakh in the financial year 2013-14 which amount is increased to Rs. 227.03 Lakh in the financial year 2014-15. The investigations of police & at the end of the Company are in Progress & after the recovered amount the Company has written off an amount of Rs. 215.79 Lakh as unrecoverable in the books of Accounts in the current financial year. The matter is reported to the Reserve Banks of India & also to Ministry of Corporate Affairs, Government of India, New Delhi. The Fraud has been reported to the Central Government in the prescribed formADT-4.

Further that there is no other fraud as reported by the Auditors to the Central Government which needs to be disclosed as per Requirement of the provisions of section 134(3)(ca)of the Companies Act, 2013.

24. ANN UAL EVALUATION

Pursuant to the provisions of the companies Act, 2013 and Clause 49 of the listing agreement, an Annual Performance evaluation of the Board, the directors individually as well as the evaluation of the working of the board committees including audit committee and other committees of the board of directors of the company was carried out during the year and is covered under the corporate governance report forming part of this annual report.

25. DEPOSITS

The Company is a non-deposit taking category - B NBFC Company. The company does not have any public deposits within the meaning of Section 73 of the Companies Act, 2013. Further that there is no outstanding falls under the category of deposits at the end of the financial year.

26. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The company has an adequate internal financial control backed by sufficient qualified staff, system software and special software's. The company has also an internal audit system by the external agency. Barring collusion and conspiracy of the staff and customers in respect of fraud detected by the company, the Board is of the opinion that there is an adequate internal financial control in the company

27. COMMITTEE OF THE BOARD

The company has duly constituted the following committee as per the provisions of section 177 of Companies Act, 2013 and other provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the stock exchanges.

(a) Nomination and Remuneration Committee,

(b) Audit Committee

(c) Stakeholders' Relationship Committee,

(d) Risk Management Committee;

(e) CSR Committee;

(f) Internal Committee for Sexual Harassment of Women at the Work Place.

The details of the composition of the audit committee and other committees and their respective terms of reference are included in the corporate Governance report forming part of this annual report. The Audit Committee and other Board Committees meet at regular intervals and ensure to perform the duties and functions as entrusted upon them by the board.

28. DISCLOSURE AS PER TERMS OF PARAGRAPH 9BB OF NON BANKING FINANCIAL COMPANIES PRUDENTIAL NORMS (RESERVE BANK) DIRECTIONS. 1998.

The desired disclosure is enclosed herewith as per attached financial statements.

29. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO.

Particulars under Companies (Disclosure of particulars in the report of Directors) Rules, 1988 on conservation of energy and technology absorption are NIL. There was no foreign exchange earnings and outgoing except the Remittance of Dividend (USD Equivalent 57584.93) is Rs. 27,70,000/-.

30. ACKNOWLEDGMENT

The Board of Directors places its sincere gratitude for the assistance and co-operation received from Banks, Customers and Shareholders. The Directors take this opportunity to express their sincere appreciation for the dedicated services of the Executives and staffs for their contribution to the overall performance of the company.

Registered Office: By Order of the Board

Ad-Manum Finance Limited sd/- sd/-

CIN- L52520MP1986PLC003405 (Vinod Kumar Agarwal) (Jayanta Nath Choudhury)

"Agarwal House", Ground Floor Director 8i Chairman Director-ln- Charge & CEO

5, Yeshwant Colony, YN Road DIN-00136613 DIN-00136766 INDORE-452003 (M.P.)

Place: Indore Date : 29-05-2015

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 28th Annual Report and Audited Accounts for the year ended on 31st March 2014.

DIRECTOR''S REPORT

1. FINANCIAL RESULTS

The Company''s Financial Performance for the year ended March 31st 2014 is summarized below:

(Amount in Rs.)

PARTICULARS 2013-14 2012-13

Profit before Depreciation, Interest & other adjustments 180192986 255793311

Less: Finance Cost 86122646 114277347

: Depreciation 12147764 12024145

Profit Before Tax 81922576 129491819

Less: Provision for current Income Tax 28936312 45500000

: Deferred Tax Provision Written Back (8178072) (2245433)

: Income Tax excess provision Written Back (958528) 412539

: Provision for NPA 11123513 3171994

: Provision for Diminution in Securities 0 (1372)

Profit for the year 50999351 82654091

Add : Balance of Profit B/F From Previous Year 49345546 41996898

Amount available for appropriation 100344897 124650989

APPROPRIATIONS :

Proposed dividend @10% 7500000 7500000

Corporate Tax on proposed dividend 1216688 1274625

Transfer to NBFC Reserve 10199870 16530818

Transfer to General Reserve 20000000 50000000

Balance carried to Balance Sheet 61428339 49345546

TOTAL 100344897 124650989

2. DIVIDEND

The Board of Directors recommends payment of dividend @ 10 % (Rs. One Per Equity Share and Previous year @10%) for the year ended on 31st March, 2014.

3. DIRECTORS

As per the provision the Companies Act, 2013 and Articles of Association of the Company, Mr. J. N. Choudhury, Whole Time Director and Mr. Vishnu Gupta, the Director of the Company retires by Rotation and being eligible, offer themself for reappointment.

As per the requirement of Provision of the section, 149 of the Companies Act, 2013, Mrs. Dolly Choudhury is appointed as an additional Director w.e.f. 31st July, 2014 to hold the office of the Director till the date of the forthcoming Annual General Meeting and with the approval of the members of the company at forthcoming Annual General Meeting granted for appointment of Mrs. Dolly Choudhury, as Whole Time Director of the Company for a period of 2 years w.e.f. 31st July, 2014.

As per the Provision of the section, 149 of the Companies Act, 2013, your Directors are seeking appointment of Mr. Aseem Trivedi, Mr. Devi Prasad Kori, and Mr. Vishnu Prasad Gupta as independent Directors for five consecutive years for a term upto 3 1st March, 2019.

Except the above there is no change in the board of directors of the company .

4. COMPLIANCE OF RESERVE BANK OF INDIA GUIDELINES

The company is complying circulars and directions issued by the Reserve Bank of India from time to time .

5. PUBLIC DEPOSITS

The Company has neither invited nor accepted any deposits during the year and also complied with the requirements of Non-Banking Financial Companies, Reserve Bank Directives and the rules made there under.

6. DISCLOSURES AS PER TERMS OF PARAGRAPH 9BB OF NON-BANKING FINANCIAL COMPANIES PRUDENTIAL NORMS (RESERVE BANK) DIRECTIONS, 1998.

The disclosures as required under Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998 are enclosed with the Balance Sheet .

8. PARTICULARS U/s. 217(i) (e) Of THE COMPANIES ACT, 1956

Since the Company does not carry on any industrial activity, therefore, the information required in accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956 need not be furnished by the Company.

9. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director''s Responsibility Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts the applicable accounting standards have been followed;

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 true and fair view of the state of affairs of the Company as at 31st March 2014 and of the profit of the Company for the year ended on that date;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records on computer in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. The Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

10. CORPORATE GOVERNANCE

A separate report on Corporate Governance and a certificate from the Auditors of the Company regarding the compliance of conditions thereof as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange is annexed .

11. AUDITORS AND AUDITOR''S REPORT

M/s Mahendra Badjatya & Co, Chartered Accountants, retire at the conclusion of ensuing Annual General Meeting and eligible offer themselves for re-appointment. The Auditor''s Report is self-explanatory hence there is no need of any comments.

12. ACKNOWLEDGEMENT

The Board of Directors places its sincere gratitude for the assistance and co-operation received from Banks, Customers and Shareholders. The Directors take the opportunity to express their sincere appreciation for the dedicated services of the Executives and staffs for their contribution to the overall performance of the Company.

Registered Office: By Order of the Board Ad-Manum Finance Limited CIN- L52520MP1986PLC003405 sd/- "Agarwal House", Ground Floor, VINOD K. AGARWAL 5 Yeshwant Colony, MANAGING DIRECTOR INDORE - 452 003 (M.P.) DIN - 00136613

PLACE: INDORE DATE: 31/07/2014 sd/- J.N. CHOUDHURY DIRECTOR-IN-CHARGE DIN - 00136766

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Mar 31, 2013

The Directors have pleasure in presenting the 27th Annual Report and Audited Accounts for the year ended on 31st March 2013.

1. FINANCIAL RESULTS

(Amounting)

PARTICULARS CURRENT YEAR PREVIOUS YEAR

Profit before Depreciation, Interest & other adjustments 255793311 191844727

Less: Interest 114277347 99164280

: Depreciation 12024145 12083366

Profit before Tax 129491819 80597081

Less: Provision for current Income Tax 45500000 25000000

: Provision for deferred income Tax (2245433) 2219452

: Income Tax for earlier year 412539 (2365811)

: Provision for NPA 3171994 4265080

: Provision for Diminution in Securities (1372) 7298

Profit for the year 82654091 51471062

Add : Balance of Profit B/F From Previous Year 41996898 29536737

Amount available for appropriation 124650989 81007799

APPROPRIATIONS:

Proposed dividend® 10% 7500000 7500000

Corporate Tax on proposed dividend 1274625 1216688

Transfer to NBFC Reserve 16530818 10294213

Transfer to General Reserve 50000000 20000000

Balance carried to Balance Sheet 49345546 41996898

TOTAL 12465098 81007799

2. DIVIDEND

The Board of Directors recommends payment of dividend @ 10 % (previous year @ 10%) for the year ended on 31 st March, 2013.

3. DIRECTORS

During the year Mr. Aseem Trivedi, retires by Rotation and being eligible offers himself for reappointment.

4. COMPLIANCEOFRESERVEBANKOFINDIAGUIDELINES

The company is complying circulars and directions issued by the Reserve Bank of India from time to time.

5. PUBLIC DEPOSITS

The Company has neither invited nor accepted any deposits during the year and also complied with the requirements j£ Non-Banking Financial Companies, Reserve Bank Directives and the rules made there under.

6. DISCLOSURES AS PER TERMS OF PARAGRAPH 9BB OF NON-BANKING FINANCIAL COMPANIES PRUDENTIAL NORMS (RESERVE BANK) DIRECTIONS, 1998.

The disclosures as required under Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998 is enclosed with the Balance Sheet.

8. PARTICULARS U/s. 217{i) (e) Of THE COMPANIES ACT, 1956

Since the Company does not carry on any industrial activity, therefore, the information required in accordance with the provisions of section 217 (1 )(e) of the Companies Act, 1956 need not be furnished by the Company.

9. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director''s Responsibility Statement, it is hereby confirmed that:

I. In the preparation of the annual accounts the applicable accounting standards have been followed;

II. 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 true and fair view of the state of affairs of the Company as at 31 st March 2013 and of the profit of the Company for the year ended on that date;

HI. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records on computer in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; and

IV. The Directors have prepared the annual accounts of the Company on a ''going concern basis.

10. CORPORATE GOVERNANCE

A separate report on Corporate Governance and a certificate from the Auditors of the Company regarding the compliance of conditions thereof as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange is annexed.

11. AUDITORS AND AUDITOR''S REPORT

M/s Mahendra Badjatya & Company, Chartered Accountants, retire at the conclusion of ensuing Annual General Meeting and eligible offer themselves for re-appointment The Auditor''s Report is self-explanatory hence there is no need of any comments.

12. ACKNOWLEDGMENT

The Board of Directors places its sincere gratitude for the assistance and co-operation received from Banks, Customers and Shareholders. The Directors take the opportunity to express their sincere appreciation for the dedicated services of the Executives and staffs fortheir contribution to the overall performance of the Company.



Registered Office:

By Order of the Board

Agarwal House , Ground Floor,

5, Yeshwant Colony,

INDORE-452 003(M.P.)

Sd/-

Place: Indore VINOD K. AGARWAL

Date: 29 - 05 - 2013 (MANAGING DIRECTOR)

---

Mar 31, 2012

The Directors have pleasure in presenting the 26th Annual Report and Audited Accounts for the year ended on 31 st March 2012.

1. FINANCIAL RESULTS

(Amount in ) PARTICULARS CURRENT PREVIOUS YEAR YEAR

Profit before Depreciation' Interest &

other adjustments 191844727 116168642

Less: Interest 99164280 61515781

: Depreciation 12083366 10177606

Profit before Tax 80597081 44475255

Adjustment related to

previous year ----- 8673673

Less: Provision for

current Income Tax 25000000 19100000 : Provision for deferred

Income Tax 2219452 1176835

: Income Tax for earlier

year (2365811) 424580

: Provision for NPA 4265080 996894

: Provision for Diminution

in Securities 7298 21574

Profit for the year 51471062 31429045

Add : Balance of Profit

B/F From Previous Year 29536737 13955812 Amount available

for appropriation 81007799 45384857

APPROPRIATIONS :

Proposed dividend @10% 7500000 3912330 Corporate Tax on

proposed dividend 1216688 649790

Transfer to NBFC

Reserve 10294213 6286000

Transfer to General

Reserve 20000000 5000000

Balance carried to

Balance Sheet 41996898 29536737

TOTALRs 81007799 45384857

2. DIVIDEND

The Board of Directors recommends payment of dividend @ 10 % (previous year @10%) for the year ended on 31st March' 2012.

3. DIRECTORS

During the year Mr. Vishnu Gupta' retires by Rotation and being eligible offer himself for reappointment.

4. COMPLIANCE OF RESERVE BANK OF INDIA GUIDELINES

The company is complying circulars and directions issued by the Reserve Bank of India from time to time.

5. PUBLIC DEPOSITS

The Company has neither invited nor accepted any deposits during the year and also complied with the requirements of Non-Banking Financial Companies' Reserve Bank Directives and the rules made there under.

6. DISCLOSURES AS PER TERMS OF PARAGRAPH 9BB OF NON-BANKING FINANCIAL COMPANIES PRUDENTIAL NORMS (RESERVE BANK) DIRECTIONS' 1998.

The disclosures as required under Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions' 1998 is enclosed with the Balance Sheet.

7. PARTICULARS OF EMPLOYEES

There was no employee drawing salary ofRs 5'00'000/- per month orRs 60'00'000/- per annum.

8. PARTICULARS U/s. 217(1) (e) Of THE COMPANIES ACT' 1956

Since the Company does not carry on any industrial activity' therefore' the information required in accordance with the provisions of section 217 (1 )(e) of the Companies Act' 1956 need not be furnished by the Company.

9. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act' 1956' with respect to Director’s Responsibility Statement' it is hereby confirmed that:

I. In the preparation of the annual accounts the applicable accounting standards have been followed;

n. 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 true and fair view of the state of affairs of the Company as at 31st March 2012 and of the profit of the Company for the year ended on that date;

IH. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records on computer in accordance with the provisions of the Companies Act' 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

IV. The Directors have prepared the annual accounts of the Company on a ‘going concern basis.

10. CORPORATE GOVERNANCE

A separate report on Corporate Governance and a certificate from the Auditors of the Company regarding the compliance of conditions thereof as stipulated trader Clause 49 of the Listing Agreement with the Stock Exchange is annexed.

11. AUDITORS AND AUDITOR’S REPORT

M/s Mahendra Berjaya & Company' Chartered Accountants' retire at the conclusion of ensuing Annual General Meeting and eligible offer themselves for re- appointment. The Auditor’s Report is self-explanatory hence there is no need of any comments.

12. ACKNOWLEDGMENT

The Board of Directors places its sincere gratitude for the assistance and co-operation received from Banks' Customers and Shareholders. The Directors take the opportunity to express their sincere appreciation for the dedicated services of the Executives and staffs for their contribution to the overall performance of the

Registered Office: By Order of the Board

"Agarwal House”' Ground Floor'

5' Yeshwant Colony' .

INDORE-452 003 (M.P.)

Sd/-

Place: Indore

Date-27.08 2012 VINOD K. AGARWAL

MANAGING DIRECTOR

---

Mar 31, 2010

The Directors have pleasure in presenting the 24th Annual Report and Audited Accounts for the year ended on 31st March 2010.

1. FINANCIAL RESULTS (Amount in Rs )

Particulars Cuurent Yr. Previous Yr.

Profit before Depreciation,

Interest & Other adjustments 101443705 87900566

Less : Interest 42742972 55890384

: Depreciation 7832169 7743561

Profit before Tax 34910803 24266621

Adjustment related to (1036253) (6512844)

previous year

Less : Provision for current 13500000 6700000

Income Tax

: Provision for deferred (2239333) (2878775)

Income Tax

: Provisions for Fringe - 236000

Benefit Tax

: Income Tax for (74160) 536605

earlier year

: Provisions for NPA 1326583 2014345

: FBT for earlier year (22485) -

: Provision for Diminution 57185 -

in Securities

Profit for the year 21326760 11145602

Add : Balance of Profit

B/F From Prev. Year 10402315 9996563

Amount available for

appropriation 31729075 21142165

APPROPRIATIONS :

Proposed dividend® 10% 3000000 3000000

Coporate Tax on Proposed 498263 509850 dividend

Transfer to NBFC Reserve 4275000 2230000

Transfer to General Reserve 10000000 5000000

Balance carried to Balance Sheet 13955812 10402315

TOTAL Rs 31729075 21142165



2. DIVIDEND

The Board of Directors recommends payment of dividend @ 10% (previous year @ 10%) for the year ended on 31 st March, 2010.

3. DIRECTORS

During the year Mr. Aseem Trivedi, retires by Rotation and being eligible offer himself for reappointment.

4. COMPLAINCE OF RESERVE BANK OF INDIA GUIDLINES

The Company is complying circulars and direction issued by the Reserve Bank of India from time to time

5. PUBLIC DEPOSITS

The Company has neither invited nor accepted any deposits during the Year and also Complied with the requirements of Non-Banking Financial Companies, Reserve Bank Directives and the rules made there under.

5. DISCLOSURES AS PER TERMS OF PARAGRAPH 9BB OF NON-BANKING FINANCIAL COMPANIES PRUDENTIAL NORMS (RESERVE BANK) DIRECTIONS, 1998.

The disclosures as required under Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998 is enclosed with the Balance Sheet.

6. PARTICULARS OF EMPLOYEES

There was no employee drawing salary of Rs 2400000/- per month i.e.Rs 2400000/- per annum.

7. PARTICULARS U/s. 217 (i) (e) OF THE COMPANIES ACT, 1956

Since the Company does not carry on any industrial activity, therefore, the information required in accrodance with the provisions of section 217 (1) (e) of the Companies Act, 1956 need not be furnished by the Company.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA)of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

followed;

II. 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 true and fair view of the state of affairs of the Company as at 31 st March 2010 and of the profit of the Company for the year ended on that date;

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records on computer in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

IV. The Directors have prepared the annual accounts of the Company on a going concern basis.

9. CORPORATE GOVERNANCE

A separate report on Corporate Governance and a certificate from the Auditors of the Company regarding the compliance of conditions thereof as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange is annexed.

10. AUDITORS AND AUDITORS REPORT

M/s Mahendra Badjatya & Company, Chartered Accountants, retire at the conclusion of ensuing Annual General Meeting and eligible offer themselves for re- appointment. The Auditors Report is self- explanatory hence there is no need of any comments.

11. ACKNOWLEDGMENT

The Board of Directors places its sincere gratitude for the assistance and co-operation received from Banks, Customers and Shareholders. The Directors take the opportunity to express their sincere appreciation for the dedicated services of the Executives and staff for their contribution to the overall performance of the Company.

Registered Office : By Order of the Board

"Agarwal House", Ground Floor,

5, Yeshwant Colony,

INDORE-452 003(M.P.)

Sd/-

Place : Indore VINOD K. AGARWAL

Date :31.08.2010 MANAGING DIRECTOR