Directors Report of Asit C Mehta Financial Services Ltd.

Mar 31, 2024

The Directors take pleasure in presenting the Fortieth (40^th) Directors'' Report together with the Audited Financial Statements including Consolidated Annual Financial Statement for the Financial Year ended March 31,2024.

1. Financial Performance:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	461.77	335.22	4,239.88	2,920.67
Other income	85.32	194.78	469.15	462.57
Total income	547.09	530.00	4,709.03	3,383.24
Total Expenses (Excluding Depreciation & Finance Cost)	237.16	249.77	4,545.14	3,244.07
Profit / loss before Depreciation/ Finance Cost and tax expenses	309.93	280.23	163.90	139.17
Less: Finance Cost	693.55	813.16	1,110.71	1,017.15
Less: Depreciation	116.86	118.78	162.24	155.71
Profit before tax	(500.48)	(651.71)	(1,109.05)	(1,033.69)
Tax expense
Current Tax	-	-	0.00	-
Deferred Tax	-	(95.25)	(2.01)	(114.66)
MAT credit entitlement				0.65
Prior Period tax	1.80	3.53	4.28	11.57
Current Tax	-	-	-	-
Profit /(Loss)after Tax Carried to Balance Sheet	(502.28)	(559.99)	(1,111.33)	(931.25)
Paid up Equity Share Capital	824.60	495.26	824.60	495.26
EPS (Equity Shares of Rs. 10/-each) Basic & Diluted (in Rs.)	(8.82)	(11.46)	(19.51)	(19.06)

2. Company’s performance: i) Standalone Performance

On a standalone basis, your Company’s gross earnings increased to Rs. 547.09 lakhs from Rs. 530.00 lakhs as compared to previous year. The year ended with a loss after tax of Rs. 502.28 lakh as compared to loss after tax of Rs. 559.99 lakh in the previous year.

The Company has let out part of the Office premises on Lease/ Leave and License basis to external Company. The Company has earned a fees of Rs. 25.92 lakhs from advisory and consultancy services to certain clients.

ii) Consolidated Performance

On a consolidated basis, the gross revenue increased to Rs. 4,709.03 lakhs as compared to Rs. 3,383.24 lakhs in the previous year and loss alter tax at Rs. 1,111.33 lakhs as against loss after tax of Rs. 931.25 lakhs in the previous year.

Operational Income from Asit C. Mehta Investment Interrmediates Ltd..material subsidiary of the Company engaged into broking services has increased to Rs. 4,051.54 lakhs as compared to Rs. 2,750.99 Lakh in the previous year and the loss before depreciation and finance cost is Rs. 41.24 lakhs as compared to profit of Rs. 71.45 lakhs in the previous year. Loss stood at Rs. 533.76 lakhs as compared to a loss of Rs. 255.43 Lakh in the previous year.

Operational Income from Edgytal Fintech Investment Services Private Limited, a Subsidiary of the Company - engaged in information & communication service has increased to Rs. 283.20 lakh as compared to Rs. 120.77 lakh in the previous year, and profit before depreciation and finance cost is Rs. 7.15 lakhs as compared to a toss of Rs. 48.55 lakhs in the previous year. The loss stood at Rs.28.45 lakh as compared to a loss of Rs. 98.02 lakh in the previous year.

3. Business Overview / An analysis of the Business and Financial Results:

The Detailed Business Overview / an analysis of the Business and Financial Results are given in the Management Discussion and Analysis, which forms a part of the Annual Report.

4. Dividend:

In view of the losses during the Financial Year, your Directors have not recommended any dividend.

5. Transfer to Reserves:

During the financial year under review your Company has not proposed to transfer any amount to the general reserve.

6. Deposits:

Your Company has not accepted any deposits under chapter V of the Companies Act, 2013 (“the Act”), from public during the year under review, and as such, no amount of principal or interest on deposits Irom public was outstanding as on the date of the balance sheet.

7. Subsidiaries, Associate and Joint venture:

Your Company has following subsidiary companies as on March 31,2024 and there are no associate & joint venture companies within the meaning of Section 2(6) of the Act.

Sr. No.	Name of the Company	Type of Company	% :> of; Shareholding
1.	M/s. Asit C Mehta Investment Interrmediates Limited	Subsidiary Company	94.58
2.	M/s. Edgytal Fintech Investment Services Private Limited	Subsidiary Company	90.38

During the year, after the completion of Rights Issue, your Company has become Subsidiary Company of M/s. Cliqtrade Stock Brokers Private Limited (a Pantomath Group Company).

Asit C. Mehta Investment Interrmediates Limited is a material Subsidiary within the meaning of SEBI (LODR) Regulations, 2015 {“the Listing Regulations”) and there has been no change in the nature of the business of the subsidiary.

A statement containing salient features of the financial statements of the Company''s subsidiaries. pursuant to provisions of Section 129 (3) of the Act in Form AOC-1 is provided in the Annexure -1 forming part of this Report. Pursuant to the provisions of section 136 of the Act, the financial statements of the Company Including consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

Your Company has formulated and adopted a “Policy for determining Material Subsidiaries" pursuant to Regulation 16{C) of the Listing Regulationsto identify such subsidiaries and formulate governance framework for them. The same is also available on the website of the Company i .e. http://www.acmfsl.com/pdf/Policies/Policy_for_determination of rnaterial__subsidiary.pdf.

During the year under review, no significant material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company’s operations.

9. Material Changes and Commitments affecting the Financial Position of the Company which have occurred between March 31, 2024 and August 13, 2024 (i.e. the Date of Report):

There were no material changes and commitments affecting the financial position of the Company between the end of financial year March 31.2024 and the date of this Report except that mentioned in para 10 in relation to variation of the terms of the objects of the Rights Issue.

10. Changes in Share Capital:

i. Durlngthe year under review, your Company had issued and allotted 32,93,452 fully paid up equity shares of *10/- each of the Company on Rights basis, to its existing equity shareholders as on the record date i.e., December 15, 2023 at Issue price of *137.45/- per Equity Share (including a premium of *127.45/- per Equity Share) (the “issue price"). Upon the allotment of above said Rights Equity Shares, the paid up Equity Share Capital of the Company has increased from 49,52,560 Equity Shares of *10/- amountingto *4,95,25,600/- to 82,46,012 Equity Shares of *10/-amountingto *8,24.60,120/-

Out of the above Issue proceeds of the *4,526.85 Lakhs your Company has utilised the proceeds in accordance with the objects of the Issue stated in the Letter of Offer dated December 01,2023 in compliance with Regulation 32(1) of the Listing Regulations as amended.

ii. However, despite the best efforts, your Company could not utilise the amount of * 250.00 lakhs earmarked for acquisition of shares of Omniscience Capital Advisors Private Limited and on the recommendation of the Audit Committee, the Board at its meeting held on August 13. 2024, subject to approval of members, proposed to vary the terms of utilisation of the Rights Issue Proceeds and utilise the said amount of *250.00 Lakh in General Business Purpose of the Company i.e. Business Expansion, Intellectual Property Development Expenses. Working Capital and Business Promotions.to ensure business growth of the Company.

11. Issuance of Debentures:

During the year under review, the Company has issued 717, 10.5% Secured Redeemable Non-Convertible Debentures of Rs. 1,00,000/- each at par on private placement basis, aggregating to

Rs.777/- Lakhs, with 36 months maturity from the date of Allotment, the same were allotted on September 25, 2023.

12. Directors and Key Managerial Personnel:

The composition of Board of Directors of the Company has optimum combination of Non-Executive and Independent Directors with two women Directors and more than fifty percent of the Board of Directors comprising of Independent Directors.

During the year under review, the changes have taken place in the Board of Directors and Key Managerial Personnel:

I) Directors

Sr. No.	Name of Director	Cessation / Appointment	Effective Date	Shareholders Approval Date	Mode by which Shareholders approval taken
1.	Mr. ManoherLal Vij DIN: 00755522 Designation:Non-Executive Director	Cessation	22/08/2023	NA	NA
2.	Dr. Radha Krishna Murthy DIN:00221583 Designation: Independent Director	Cessation	09/11/2023	NA	NA
3.	Mr. Kirit H. Vora DIN:00168907 Designation: Non-Executive Director	Cessation	09/11/2023	NA	NA
4.	Mr. Yagnesh P. Parikh‘ DIN: 09762673 Designation: Independent Director	Appointed for a period of five (5) years	09/11/2023	30/01/2024	Postal Ballot

"Mr. Yagnesh P. Parikh was appointed as an Additional (Non-Executive Independent) Director of the Company by the Board at its meeting held on November 09.2023, Subject to approval of members for a period Five (5)years. The satd appointment was subsequently approved by the members bypassing Special Resolution on January30, 2024 through Postal Ballot.

In the opinion of the Board, all the Independent Directors of ihe Company possess requisite qualifications, experience and expertise and they also hold highest slandered of integrity (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder).

In terms of the provisions Section 149,152 of the Companies Act, 2013,, Ms. Madhu Lunawat (DIN: 06670573), Non-Executive Director of the Company, liable to retire at the ensuing Annual General Meeting and being eligible, offer herself for reappointment.

Changes in Directors

Following changes were taken place in the composition of the Board of the Company after the end of

the Financial Year 2023-2024, until date of approval of the Board’s Report:

i. Mr. Suresh Kumar Jain {DIN: 05103064). appointed as an Additional (Non-Executive Independent) Director, for a period of Five (5) years commencing from May 23, 2024, and the same has been confirmed as by the members of the Company on August 11.2024 through postal ballot.

ii. Mr. Krishan Kumar Jalan (DIN: 01767702), appointed as an Additional (Non-Executive Independent) Director, for a period of Five (5) years commencing from June 29.2024 and the same has been confirmed as by the members of the Company on August 11,2024 through postal ballot.

iii. Mr. Pundarik Sanyal (DIN: 01773295), an Independent Director of the Company has completed his second term on July 30, 2024 and ceased to be a Director of the Company. The Board expressed its appreciation for the support and guidance provided by him during tenure as an Independent Director of the Company.

II) Key Managerial Personnel’s

Following are the changes were taken place during the year:

Sr. No.	Name of KMP	Cessation / Appointment	Effective Date	Shareholders Approval Date	Mode by which Shareholders opproval taken
1.	Mr. Pankaj Parmar Designation: Manager	Cessation	08/02/2024	NA	NA
2.	Mr. Binoy K. Dharod* Designation: Manager	Appointed for a period of five (5) years	08/02/2024	07/05/2024	Postal Ballot
3.	Ms. Khushboo Hanswat Designation: Company Secretary & Compliance Officer	Cessation	14/09/2024	NA	NA
4.	Mr. Puspraj Pandey Designation: Company Secretary & Compliance Officer	Appointment	20/12/2023	NA	NA

’Mr. Binoy K. Dharod, Chief Financial Officer (CFO), was appointed as Manager of the Company by the Board w. e. f. February 08,2024 for a period of Five (5) years and subsequently same was approved by the members by passing Special Resolution on May 07, 2024 through Postal Ballot.

13. Declaration of Independent Directors:

Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Act and Regulation 25 (8) of the Listing Regulations, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company’sCode of Conduct/ Ethics.

14. Number of Board Meetings

During The financial year nine (9) meeting of the Board of Directors were held, the details of this Meetings have been given in the Corporate Governance Report, which forms part of this Report.

Duringthefinancialyearthe meeting of Independent Directors was held on March 12.2024 which was attended by all the Independent directors to review the performance of Chairperson, Board and Non-independent Directors.

16. Annual Evaluation of Board’s Performance, Its Committees and Individual Directors:

Pursuant to the provisions of section 134(3)(p) the Act and the SEBI Listing Regulations, 2015, the Board has carried out an annual performance evaluation of the working of its own performance, the Directors individually as well as evaluation of its Committees.

The Board and Nomination and Remuneration Committee reviewed the performance of Individual Directors, the Board as a whole. Committees of ihe Board and Chairman after taking into consideration feedback received from Directors. The evaluation was done on various parameters such as vision and strategy, participation, disclosures of interests, good governance, leadership skills, operations, business development, human resources development, corporate communication etc. The feedback received from Directors were then consolidated and placed before the Committee / Board for its evaluation. The Directors expressed their satisfaction with the evaluation process.

17. Committees of the Board:

The Company has Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee, i.e. three (3) mandatory committees of the Board, the details of Committees, Members and Meetings etc. have been given in the Corporate Governance Report, which forms part of this Report.

18. Policy on Directors’ Appointment and Remuneration and other Details:

The Board has framed a Policy relating to the appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, Independence of Directors and other related matters as provided under Section 178 (3) of the Act, based on the recommendation of Nomination and Remuneration Committee. The details of this Policy have been disclosed in the Corporate Governance Report which forms part of this Report. The weblink of the policy is as follows - http://www.acmfsl.com/pdf/Policies/Nomination-Remuneration-Policy.pdf.

19. Vigil Mechanism

The Board of Directors of your Company has approved and adopted a Whistle Blower Policy of the Company for establishing a vigil mechanism for Directors and employees to report genuine concerns regarding fraud or unethical behaviour as required under the Act and the Listing Regulations. In appropriate cases any personnel of the Company can have direct access to the Chairman of the Audit Committee. The Board affirm that no personnel has been denied access to the Audit Committee. The Whistle Blower Policy is available on your Company''s website at http.7/www.acmfsl.com/pdf/Policies/Whistle Blower_Policy.pdf.

20. Auditors:

i) Statutory Auditors and Auditors’ Report:

During the year under review, the Board appointed M/s. Manek & Associates, Chartered Accountants (Firm Registration No. 0126679W), Mumbai, as Statutory Auditors of the Company w.e.f. November

18, 2023, to fill the casual vacancy caused by the resignation of M/s. MSKA & Associates, Chartered Accountants, {Firm Registration No. 105047W). Mumbai, pursuant to the provisions of Section 139, 141 and other applicable provisions, if any of the Act, subsequently the shareholders of the Company have also approved the said appointment of the Auditors on January 30, 2024 through postal ballot.

The Board, on the recommendation of the Audit Committee, has recommended for the approval of the Members, the re-appointment of M/s. M3nek & Associates. Chartered Accountants (Firm Registration No. 0126679W), Mumbai, as Statutory Auditors of your Company for a period of Three (3) years from the conclusion of the ensuing 40th AGM till the conclusion of the 43rd AGM. On the recommendation of the Audit Committee, the Board has also recommended for the approval of the Members, the remuneration of M/s. Manek & Associates for the financial year 2024-25. Appropriate resolution seeking your approval for the appointment and remuneration of M/s. Manek & Associates as the Statutory Auditors is appearing in the Notice convening the 40th AGM of your Company.

The Auditors’ Report is self-explanatory and do not call for any further comments. The Auditor’s Report does not contain any qualification, reservation or adverse remark.

ii) Secretarial Auditor and Secretarial Auditor’s Report:

M/s. Hemanshu Kapadia& Associates, Practising Company Secretaries, were appointed by the Board as the Secretarial Auditors of your Company for the financial year ended March 31, 2024. The Secretarial Auditors have confirmed that your Company has complied with the applicable laws and that there are adequate systems and processes in your Company commensurate with its size and scale of operations to monitor and ensure compliance with the applicable laws. The Report of the Secretarial Auditor, pursuant to Section 204 of the Act, is provided in the Annexure - IV forming pari of this Report which is self-explanatory and do not call for any further comments.

The Secretarial Audit Report of Asit C Mehta Investment Intermediates Limited, a Material Subsidiary of the Company for the FY 2023-2024 is also annexed herewith as Annexure - IVA to this Report.

21. Cost Audit:

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain cost records and conduct cost audit.

22. Internal Financial Control Systems:

The Company’s internal control systems are commensurate with the nature of its business, the size of its operations and such internal financial controls with reference to the Financial Statements are adequate.

Please refer lo the paragraph on Internal Control Systems and their Adequacy in the Management Discussion & Analysis section for detailed analysis.

23. Risk Management:

The provisions of Regulation 21 of the Listing Regulations w.r.t. the Risk Management Committee are not applicable to the Company, however your Company has formulated the risk management policy to assess and mitigate the Risk.

The Board and Audit Committee has an additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis which forms a part of the Annual Report.

24. Corporate Social Responsibility:

The provisions of the Act regarding Corporate Social Responsibility are not applicable to the Company.

The provisions of the Listing Regulations w.r .t. the Business Responsibility & Sustainability Report are not applicable to the Company.

26. Particulars of Loans, Guarantees or Investments:

Loans, guarantees and investments covered under Section 186 of the Act forms a part of the Notes to the financial statements provided in this Report.

27. Related Party Transactions:

All related party transactions that were entered during the financial year were ori arm''s length basis and in the ordinary course of the business. There were no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at targe.

All Related Party Transactions were placed before the Audit Committee & Board for their approval whenever applicable and prior omnibus approval for ordinary business transactions which are of repetitive nature is also obtained from the Audit Committee and accordingly the required disclosures were made to the Committee on quarterly basis.

Therefore, the disclosure of the Related Party Transactions as required under Section 134(3)(h) of the Act in AOC-2 is not applicable to the Company for FY2023-2024 and hence, the same is not required to be provided.

28. Management Discussion and Analysis Report

In terms of the provisions of Regulation 34 of the Listing Regulations, the Management’s discussion and analysis is annexed to the Report as Annexure - III.

29. Corporate Governance:

Your Company believes in adopting best practices of corporate governance, which form the core values of the company. These guiding principles are also articulated through the Company''s code of Business Conduct, Corporate Governance Guidelines and disclosure policy.

As per Regulation 34 of the Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from M/s. Hemanshu Kapadia & Associates, Company Secretaries, Mumbai on compliance with corporate governance norms under the Listing Regulations is annexed to the Report as Annexure - V.

30. Code for Prevention of Insider Trading:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company''s shares and sharing Unpublished Price Sensitive Information ("UPSI").

The Company reviewed and complied with Regulation 9 (A) of SEBI (PIT) Regulations, 2015.

The Company’s an obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures lor fair disclosure of unpublished price sensitive information which has been made available on the Company''s website at htlp.7/www.acmfsLcom/pdf/Policics/Codc%2Qof%20Fair%20Disclosure%20and%20Conduct.pdf.

31. Information Required under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013:

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act. 2013 (“POSH Act”) and Rules framed thereunder. Since number of employees does not exceeds limits prescribed under the POSH Act. The provision of Constitution of Committee under the said Act is not applicable and during the financial year under review, there wasno complaint received under POSH Act.

32. Particulars of Employees:

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure - II.

Statement containing particulars of top 10 employees and particulars of employees as required under Section 197(12} of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this report.

33. Human Resources:

Please refer to the paragraph on Human Resources in the Management Discussion & Analysis section for detailed analysis.

34. Particulars regarding Conservation of Energy and Research and Development and Technology Absorption:

a) Conservation of Energy: The operations of your Company involved low energy consumption. Energy conservation efforts are being pursued on a Continuous basis. Close monitoring of power is maintained to minimise wastage and facilitate optimum utilization of energy.

Your Company has installed Roof-Top Solar PV system at the registered office of the Company in March, 2017. Installation of 25kw capacity of system will result in energy saving of 37,500 kwh per annum.

b) Technology Absorption: There is no material information on technology absorption to be furnished. The Company continues to adopt and use the latest technologies to improve the efficiency and effectiveness of its business operations.

c) Foreign Exchange Earnings and Outgo: -

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

35. AnnualReturn;

The Annual Return of your Company as provided under Section 92(3) and 134(3)(a) of the Act. for FY 2023-2024 is available on the website of the Company at http://www.acmfslcom/pdf/AnnuaLReturn/2023-24.pdf.

36. Directors* Responsibility Statement:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, secretarial auditors and external agencies, including audit of internal controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during F.Y. 2023-2024. Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm having:

a) followed in the preparation of the Annual Accounts, the applicable accounting standards with proper explanation relating to material departures, if any;

b) 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 your Company at the end of the financial year and of the loss of your Company for that period;

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

d) prepared the Annual Accounts on a going concern basis;

e) laid down internal financial controls to be followed by your Company and that such internal financial controls were adequate and were operating effectively; and

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

37. General Information:

a. There has been no change in the nature of business of the Company.

b. There were no frauds reported by the Auditors under Sub section (12) of Section 143 of the Companies in (Amendment) Act, 2015, to the Audit Committee, Board of Directors or Central Government, independent directors.

c. The Company has complied with applicable laws, listing regulations and Secretarial Standards.

d. There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

e. There were no instances where your Company required the valuation for one-time settlement or while taking the loan from the Banks or Financial institutions.

f. Your company has complied with the Secretarial Standard as prescribed by the Institute of Company Secretaries of India (ICSI).

g. No employee stock options were granted to the Directors/ employees of the Company during Financial Year ended March 31,2024.

h. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which, loan was given by the Company.

The Board places on record its deep sense of appreciation for continued co-operation received from the banks, authorities, clients, vendors. shareholders and employees during the year under review.

For Asit C Mehta Financial Services Limited Sd/- Sd/-

Place: Mumbai DeenaA. Mehta Madhu Lunawat

Dated: 13.08.2024 Director Director

CIN: L65900MH1984PLC091326 (DIN: 00168992) (DIN: 06670573)

Registered Office: Pantomath Nucleus House,

Saki-Vihar Road, Andheri (E), Mumbai - 400072.

Email: [e-mail] Website: http://www.acmfsl.com

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Mar 31, 2023

The Board of Directors is delighted to present the (39th) Thirty-Ninth Annual Report on the business and operations of Asit C Mehta Financial Services Limited (the “Company”) together with the summary of Audited Financial Statements for the financial year ended 31 March, 2023. This report is prepared in compliance as per the requirements of the Companies Act, 2013 (“the Act”), the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), and other rules and regulations as applicable to the Company.

1. FINANCIAL SUMMARY/PERFORMANCE OF THE COMPANY

Particulars	Standalone (? In Lakh)		Consolidated (? In Lakh)
	2022-23	2021-22	2022-23	2021-22
Total Revenue	530.00	420.44	3,383.24	4,154.08
Profit before Interest, Depreciation & Tax	280.22	287.01	196.77	1,119.06
Less: Interest	813.16	590.82	1,017.15	792.72
Less: Depreciation	118.78	117.96	155.71	167.49
Profit/ (Loss) Before Tax	(651.71)	(432.43)	(976.09)	158.85
Tax Expenses
Current Tax	-	-	0.00	-
Deferred Tax	(95.25)	(4.29)	(114.66)	71.86
MAT credit entitlement	-	10.39	0.65	10.39
Prior Period tax	3.53	0.17	11.57	(0.20)
Profit from discontinued operations	-	-	-	69.53
Net Profit/ (Loss) after Tax	(559.99)	(438.70)	(931.25)	146.33
Other comprehensive	(13.06)	10.30	(202.12)	33.86
Total comprehensive income	(573.05)	(428.40)	(1,133.37)	180.19
Appropriations:
Proposed Dividend	-	-	-	-
Tax on Proposed Dividend	-	-	-	-
Transfer to General Reserve	-	-	-	-
Balance carried to Balance Sheet	(573.05)	(428.40)	(1,133.37)	180.19
Paid up Equity Share Capital	495.26	484.74	495.26	484.74
EPS (Equity Shares of '' 10/- each) Basic & Diluted (in '')*	(11.46)	(9.08)	(19.06)	3.02

The summary of the Company’s financial performance for the financial year ended 31 March 2023 is summarized below:

Notes

a. The Company has adopted Indian Accounting Standard (Ind AS) with effect from 1st April 2017, and accordingly these financial results along with the comparatives have been prepared in accordance with the recognition and measurement principles stated therein.

b. “Pursuant to the Composite Scheme of Arrangement (the “Scheme”) under the provisions of Section 230 to 232 of the Companies Act, 2013 in respect of merger of Nucleus IT Enabled Services Ltd. (Wholly owned subsidiary/ Transferor Company) with the Holding Company. All the assets, liabilities, reserves and surplus of the Transferor Company have been transferred to and vested in the Holding Company with effect from appointed date at their carrying values. The Holding Company had received requisite approvals from the Honourable NCLT having jurisdiction over the Holding Company and the Transferor Company. The Holding Company has given effectto the scheme in the standalone financial statements for the year ended March 31, 2023. The Scheme has also been approved by the Hon''ble National Company Law Tribunal (“NCLT”) vide its order dated January 20, 2023, with the appointed date of March 31, 2021.

c. The consolidated figures include the figures of Asit C. Mehta Investment Intermediates Limited (ACMIIL) and Edgytal Fintech Investment Services Private Limited are subsidiaries of the Company.

2. STATE OF THE COMPANY’S AFFAIRS

On standalone basis, your Company''s gross earning increased to '' 530.00 lakhs from '' 420.44 lakhs as compared to previous year.

The year ended with a Loss after tax of '' (559.99) Lakhs as compared to Loss aftertax of'' (438.70) Lakhs in the previous year. The

increase of loss on a standalone basis is in pursuant to the composite scheme of arrangement under the provisions of Section 230

to 232 of the Companies Act, 2013 in respect of merger of Nucleus II Enabled Services Ltd. (Wholly owned subsidiary/ I ransferor Company) with the Company.

The Company has let out part of the Office premises on Lease/ Leave and License basis to external Companies. The Company offered advisory and consultancy services to certain clients and earned the fees aggregating to ''28.25 lakhs from Advisory and Consultancy Division.

On a consolidated basis, the gross revenue decreased to '' 3,383.24 lakhs as compared to '' 4154.08 lakhs in the previous year and loss after tax at '' (931.25) lakhs as against profit aftertax of'' 146.33 lakhs in the previous year.

Income from operations from Asit C Mehta Investment Intermediates Ltd., Material subsidiary of the Company - engaged into broking services has reduced to '' 2750.99 Lakhs as compared to ''3569.26 Lakhs in the previous year and the profit before depreciation and finance cost is ''71.45 Lakhs as compared to '' 960.11 Lakhs in the previous year. The overall loss stood at '' (255.43) Lakhs as compared to '' 626.09 Lakhs in the previous year.

Income from operations from Edgytal Fintech Investment Services Private Limited, a Subsidiary of the Company - engaged in information & communication service activities has increased to '' 120.77 Lakhs as compared to '' 18.15 Lakhs in the previous year, and profit before depreciation and finance cost is '' (48.55) lakhs as compared to '' 3.44 lakhs in the previous year. The overall loss stood at '' (129.23) Lakhs as compared to '' (23.46) Lakhs in the previous year.

Following is a detailed account ofthe key initiatives:

1. Setting up of Wealth Management Services: Envisaged to service investors by distributing various high-end products including PMS, AIF Investments, Mutual Funds, among others.

2. Distribution Products for Non-resident Indians (NRIs): Marketing Distribution Products to NRIs is another high growth oriented segment. Seniorstaffhas been recruited on PAN India basis.

3. Expansion of B2B Network: Company is aggressively expanding its B2B network PAN India and has recruited senior staff for the same. Additionally, agents for Insurance, Mutual Funds, Postal Agents, etc. are being registered through continuous webinars.

4. Inorganic Acquisitions: Company is looking at inorganic growth by acquiring other broking firms who wish to consolidate and reduce the cost and hassle of compliance.

5. Enhancing the Institutional Equities Research: Company has set up a research team to service Institutional clients, we expect growth in this income due to improvement in our grading amongst institutions. We have already onboarded 20 institutions as on date.

6. Investment Baskets and Products for Retail Investors: Company has invested in setting up a platform called “Chhota Nivesh” for retail investors looking to invest small sums. Additionally, products such as l-Baskets, National Pension Scheme (NPS), Sovereign Gold Bonds, Government Bonds, Corporate Fixed Deposits, T-Bills etc. are being made online and can be seamlessly obtained from stock the exchanges through a single mobile app called “INVESTMENTZ”.

3. DIVIDEND

Your Directors do not recommend any dividend for the financial year 2022-23 in view of losses. Further the company did not recommend any dividend for last 3 years.

4. TRANSFER TO RESERVES

Appropriations to general reserves for the financial year ended 31 March 2023, as per standalone and consolidated financial statements were:

	Standalone		Consolidated
	FY 2021-22	FY 2022-23	FY 2021-22	FY 2022-23
Net profit for the year	-	-	-	-
Balance of Reserves at the beginning of the year	-	-	-	-
Balance of Reserves at the end of the year	-	-	-	-

During the year, Company has not transferred any amount to General Reserve.

For complete details on movement in Reserves and Surplus during the financial year ended 31 March 2023, please refer to the Statement ofChanges in Equity included in the Standalone and Consolidated financial statements of this Annual Report.

5. SHARE CAPITAL

During the period under review the Authorised Share Capital of the Company was increased from '' 10 crore to '' 15 crore, pursuant to the certified true copy of the merger order received from NCLT on February 1, 2023.

The paid-up Equity Share Capital as on 31 March 2023 was '' 4,95,25,600/- divided into 49,52,560 equity shares of '' 10/- each. There is no change in the Equity Share Capital of the Company during the year.

6. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), is presented in a separate section forming part of the Annual Report as Annexure 1

7. MATERIAL CHANGES AFFECTING THE COMPANY AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company between the end of the Financial Year and the date of this Report. There has been no change in the nature of Business of the Company.

8. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACT THE

GOING CONCERN STATUS AND THE COMPANY’S OPERATIONS IN THE FUTURE.

Pursuant to the Composite Scheme of Arrangement (the “Scheme”) under the provisions of Section 230 to 232 of the Companies Act, 2013, Nucleus IT Enabled Services Ltd. (Wholly owned subsidiary/ Transferor Company) has been merged with your Company as perthe certified true ofcopy order received from NCLT dated February 01, 2023.

As per the Scheme of amalgamation, Nucleus IT Enabled Services Ltd. (the Amalgamating Company) is wholly owned subsidiary of the Company. As a result, no shares of the Amalgamated Company shall be allotted in lieu or exchange of its holding in the Amalgamating Company and the entire issued, subscribed and paid up capital of the Amalgamating Company shall stand cancelled.

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

The information pertaining to the conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure 2 and is attached to this report.

10. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has a Risk Management Policy in place, pursuant to Section 134 of the Companies Act, 2013. This robust Risk Management framework enables the identification and evaluation of business risks and opportunities, seeks to create transparency, minimize adverse impact on business objectives and enhance the Company’s competitive advantage.

The Company has laid down a well-defined risk management mechanism commensurate with its size and the nature of business covering risk mapping, risk exposure and risk mitigation process. The Company’s Risk Management Policy has been developed to include various categories such as Human Resources, Financial, Business Processes and Systems, Strategy, Corporate Governance and Compliance and Information Security.

Further, the Board ensures risk reporting and updates, risk policy compliances and provides overall guidance and support to business risk owners.

11. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The expenditure towards Corporate Social Responsibility is not applicable to the Company for the financial year 2022-23 in accordance with Section 135 of the Companies Act, 2013.

12. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT-2013

Amounts outstanding as on 31 March 2023

Particulars	Amounts
Loans given	740.66
Guarantees given	130.00
Investments made	5077.68

Name of Entity	Relation	Amount (in Lakh)	Particulars of Loan/Guarantee/ Investments	Purpose
Edgytal Fintech Investment Services Private Limited	Subsidiary of the Company as per Section 2(87) of the Companies Act, 2013	300.00	Investments	Investment in Equity Shares of the Company
Edgytal Fintech Investment Services Private Limited	Subsidiary of the Company as per Section 2(87) of the Companies Act, 2013	75.00	Investments	Investment in Share Warrants of the Company
Asit C Mehta Investment Interrmediates Limited (ACMIIL)	Subsidiary of the Company as per Section 2(87) of the Companies Act, 2013	4072.83	Investments	Investment in Equity Shares of the Company
Omniscience Capital Advisors Private Limited	None	34.90	Investment	Investment in Preference Shares of the Company
Pentation Analytics Private Limited	None	594.95	Investment	Investment in Equity Shares of the Company
Edgytal Fintech Investment Services Private Limited	Subsidiary of the Company as per Section 2(87) of the Companies Act, 2013	641.08	Loan	Financial Support
Pentation Analytics Private Limited	None	48.16	Loan	Financial Support
Chargein Kiosk Private Limited	None	50.00	Loan	Financial Support
Ladder 2 Rise Private Limited	None	1.42	Loan	Financial Support
Asit C Mehta Investment Interrmediates Limited (ACMIIL)	Subsidiary of the Company as per Section 2(87) of the Companies Act, 2013	130.00	Security / Guarantee	Financial Support

13. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered, into by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company did not enter into any contract/ arrangement/ transaction with related parties, which could be considered material in accordance with Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has also disclosed related party transactions on a consolidated basis for the year ended 31 March 2023 to the stock exchange and has also published the same on the website ofthe Company.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website https://www.acmfsl.com/pdf/Policies/Related_Party_Transactions_Policy.pdf

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest ofthe Company at large. However, the particulars as required under the Act are furnished in Annexure 3 (Form No. AOC-2) as a disclosure to this Report.

14. AUDITORS AND AUDITOR’S REPORT

a) Statutory Auditors & Auditor’s Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, M/s. M S K A & Associates, Chartered Accountants (Firm Registration No. 105047W) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 38th Annual General Meeting held on 16th September, 2022 until the conclusion of 43rd Annual General Meeting of the Company to be held in the calendar year 2027, on such remuneration as may be decided by the Audit Committee and the Board of Directors.

Pursuant to Section 139 and 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate from the Auditors to the effect, inter-alia, confirming that their appointment continues to be within the limits laid down by the Act, is as per the term provided under the Act, that they are not disqualified for continuing such appointment under the provisions of applicable laws and also that there are no pending proceedings against them or any of their partners with respect to professional matters of conduct.

The Auditors'' Report is self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

b) Secretarial Auditor and Secretarial Audit Report

The Board appointed M/s. Hemanshu Kapadia & Associates, Practising Company Secretaries, to conduct Secretarial Audit for the financial year 2022-23 as mandated under Section 204 of the Companies Act, 2013 and Rule 9 there-under. The Secretarial Audit Report forthe financial year ended 31 March 2023 is annexed herewith marked as Annexure4 to this Report.

The qualification, reservation, adverse remark or disclaimer made by the Secretarial Auditor in his report and management reply on the same are given below:

SL. NO	PARTICULARS OF QUALIFICATION, RESERVATION, ADVERSE REMARK OR DISCLAIMER.	MANAGEMENT REPLY
1.	Pursuant to Section 139(8) the Board of Directors has not filled the Casual vacancy caused due to resignation of the Statutory Auditor within the time limit prescribed in the Act i.e. 30 days (resignation of Auditor on 16th June 2022 and casual vacancy was filled w.e.f. 5th August 2022). However the Company has appointed the Statutory Auditor at the Annual General Meeting held on 16th September 2022 for a period of 5 years.	The Company had appointed the new statutory auditor within the stipulated period. However, since there was no board meeting after that date till August 5, 2022, the appointment of the statutory auditor was taken up in the Board meeting dated August 5, 2022.
2.	Pursuant to Section 203 of the Act, the vacancy of Chief Financial Officer (“CFO”) was filled-up by the Board at its meeting held on 5th August, 2022 which is beyond period of six months (previous CFO resigned w.e.f. 28th October 2021).	Mr. Binoy Dharod had been offered the post of CFO and he had accepted the same within the stipulated time. However, due to his previous employment responsibilities resulting in delay in his relieving date, he could join only in August 2022.
3.	Pursuant to Section 102 of the Act, Explanatory Statement enclosed in the Postal Ballot Notice does not contain the requisite Information regarding disclosure of nature of interest of directors/ key managerial personnel/ relatives	The Company has given the disclosure of her nature of interest of Ms. Madhu Lunawat. Whereas, for the other two items the Company inadvertently missed the same. The company will ensure non-recurrence of the same.
4.	Notice of the Annual General Meeting does not contain additional information of the Directors seeking appointment or re appointment in the General Meeting pursuant to Clause 1.2.5 of Secretarial Standards 2 and Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and explanatory statement does not contains the requisite Information required under section 102 of the Act regarding appointment of Mr. Manohar Lai Vij and the terms and conditions of re-appointment of and details of remuneration sought to be paid to Mr. Kirit Vora. Further the appointment of Mr. Manohar Lai Vij is taken as Ordinary Business and explanatory statement under Section 102 of the Act is not attached.	The Company has inadvertently missed to mention the requisite details in respect of Mr. Kirit Vora and Mr. Manohar Lai Vij in the notice. However, the same was conveyed to the shareholders at the time of the Annual General Meeting. The Company has complied in respect of the same in this Annual Report.

SL. PARTICULARS OF QUALIFICATION, RESERVATION, MANAGEMENT REPLY

NO__ADVERSE REMARK OR DISCLAIMER.

5. Pursuant to Section 134 of the Act read with rules made The Company has inadvertently missed to give the

thereunder, the Director''s report does not contain requisite requisite details in the previous year. The Company has

disclosures relating to the number of meetings of Board and complied with the provision for the financial year 2022-23.

Committees, attendance at each meeting, details of loans from

Directors not provided and weblink of annual return is incorrect.

6. Pursuant to Regulation 36(5) of Securities and Exchange Board The Company has noted the same for compliance and of India (Listing Obligations and Disclosure Requirements) going forward it will be duly complied with, as and when Regulations, 2015, requisite details related to the Statutory there will be a new appointment of statutory auditor. Auditor not provided to the Shareholders viz proposed fees

and basis of recommendation.

7. As per Schedule V para D of Securities and Exchange Board The Company has taken the requisite Declaration and

of India (Listing Obligations and Disclosure Requirements) has inadvertently missed to give the requisite details in

Regulations, 2015, Declaration signed by the chief executive the Annual Report. Since the company does not have

officer stating that the members of board of directors and any chief executive officer, the Company has taken the

senior management personnel have affirmed compliance declaration in respect of code of conduct for Board of

with the code of conduct of board of directors and senior Directors, from Mr. Pankaj Parmar, Manager of the

management, does not form part of the Annual Report. Company.

8. As per Schedule V para F of Securities and Exchange Board The Company has neither declared nor given any

of India (Listing Obligations and Disclosure Requirements) dividend in the last more than 7 years. Hence, in the

Regulations, 2015, Disclosures with respect to demat Company''s opinion the said disclosure is not applicable to

suspense account/ unclaimed suspense account, not forms the Company. However, going forward, the Company will

part of the Annual Report. make a statement regarding demat suspense account/

unclaimed suspense account whether applicable and maintained or otherwise.

9. Pursuant to SEBI circular CIR/CFD/CMD/4/2015 dated The Company has not amended its Memorandum of

09-09-2015, the Company has not furnished the requisite Association. While the Company had Restated its entire details regarding amendment to Memorandum and Articles Articles of Association, hence the same was not viable of Association of the Company and details of merger not to be given to the Stock Exchange. The Company had provided to the Stock Exchange. made intimation to the Stock Exchange when it had

received NCLT Order on February 2, 2023.

10. Pursuant to Regulation 5(c)(6) of SEBI PIT Regulations, the The software has been purchased from Trackwizz Company has not maintained the structured digital database Solutions Private Limited and automated version of the as on 31st March 2023 and the same was maintained in excel structured digital database is being implemented. format. However, the company has subsequently purchased

the software after the end of the reporting period.

11. Pursuant to Rule 6 of the Companies (Appointment and As per the Company views Mr. Radha Krishna Murthy

Qualification of Directors) Rules, 2014, Mr. Radha Krishna is exempted from the Online Proficiency Test and the

Murthy is not registered as Independent Director with Indian Company is in the process to get him registered as an

Institute of Corporate Affairs, which affecting the composition Independent Director with the Indian Institute of Corporate

of the Board of Directors and its Committees. Affairs

12. Pursuant to Section 203, Ms Khushboo Hanswal, was Ms. Khushboo Hanswal was appointed as a Compliance

appointed as the Whole-time Company Secretary w.e.f. 13th officer of the Company vide Circulation resolution dated

February 2023. However, she has been appointed as the 12/12/2022, and there was no upcoming meeting of listed

Company Secretary of the subsidiary Asit C Mehta Investment entity.

Interrmediates Ltd. w.e.f. 3rd February 2023.

The Subsidiary Company''s meeting was scheduled to held on 03/02/2023 to approve the Unaudited financials before placing the same to the holding Company therefore Ms. Khushboo was first appointed in Subsidiary Company''s Meeting and during the meeting of Subsidiary, the notice and agenda of Holding Company was duly circulated to the Board for her Appointment as Company Secretary.

15. COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain cost records and conduct cost audit.

16. POLICY RELATING TO DIRECTORS’APPOINTMENT AND REMUNERATION

The Board has framed a Policy relating to the appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, Independence of Directors and other related matters as provided under Section 178 (3) of the Companies Act, 2013 based on the recommendation of Nomination and Remuneration Committee. The details of this Policy have been disclosed in the Corporate Governance Report, which forms part of this Report. The weblink of the policy is as follows - https://www.acmfsl.com/pdf/Policies/Nomination-Remuneration-Policy.pdf

17. ANNUAL EVALUATION OF BOARD’S PERFORMANCE. ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual performance evaluation of the working of its own performance, the Directors individually as well as evaluation of its Committees.

The Board and Nomination and Remuneration Committee reviewed the performance of Individual Directors, the Board as a whole, Committees of the Board and Chairman after taking into consideration feedback received from Directors. The evaluation was done on various parameters such as vision and strategy, participation, disclosures of interests, good governance, leadership skills, operations, business development, human resources development, corporate communication etc. The feedback received from Directors were then consolidated and placed before the Committee / Board for its evaluation. The Directors expressed their satisfaction with the evaluation process.

18. ANNUAL RETURN

As required under the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Company is required to place a copy of Annual Return (in Form MGT-7) on the Company’s website, web link of such annual return shall be disclosed in the Board’s Report, viz. https://www.acmfsl. com/invjnfo.htm By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board''s report.

19. BOARD MEETINGS

During the financial year 2022-23, 5 (five) Board Meetings were held on May 27, 2022; August 05, 2022; August 10, 2022; November 12, 2022 and February 13, 2023, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013.

• COMPOSITION. NUMBER OF MEETINGS& ATTENDANCE OF BOARD

Five meetings of the Board of Directors were held during the year on 27.05.2022, 05.08.2022, 10.08.2022, 12.11.2022 and

-i q m onoQ

Name ofthe Directors	Category	No. of meetings held during the year	No. meetings required to be attended	Meetings attended
Asit Chimanlal Mehta	Chairman, Non-Executive Director & Non Independent Director	5	5	4
Deena Asit Mehta	Non-Executive Director & Non Independent Director	5	5	5
Kirit Himatlal Vora	Non-Executive Director & Non Independent Director	5	5	5
Manohar Lai Vij#	Non-Executive Director & Non Independent Director	5	5	5
Radha Krishna Murthy	Non-Executive Director & Independent Director	5	5	4
Pundarik Sanyal	Non-Executive Director & Independent Director	5	5	5

Name ofthe Directors	Category	No. of meetings held during the year	No. meetings required to be attended	Meetings attended
Madhu Lunawat*	Non-Executive Director & NonIndependent Director	5	1	1
Ambareesh Bhaskar Baliga*	Non-Executive Director & Independent Director	5	1	1

*Ms. Madhu Lunawat & Mr. Ambareesh Baliga were appointed as Additional Directors on 26 December 2022. On 22 March 2023, the members of the Company approved their appointment via Postal Ballot through remote evoting.

# Mr. Manohar Lai Vij resigned as Non-Executive & Non-Independent Director on August 22, 2023

Board and Committee Meetings held during the year are also given in the Corporate Governance Report which forms part of the Annual Report. Board meeting dates are finalised in consultation with all Directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions. In accordance with the provisions of Schedule IV of Companies Act, 2013 (“the Act”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), a separate meeting of the Independent Directors of the Company was held on 14 February 2023 to review the performance of Non-Independent Directors (including the Chairperson) and the entire Board.

The Independent Directors also reviewed the quality, quantity and timeliness of the flow of information between the Management and the Board.

20. COMMITTEES OF THE BOARD

The Board of Directors have the following Committees: a) Audit Committee

The Audit Committee comprises four members. The Chairman of the Committee is an Independent Director. The Committee met four times during the year on 27.05.2022, 05.08.2022, 12.11.2022 and 13.02.2023.

Name ofthe Directors	Category	No. of meetings held during the year	No. meetings required to be attended	Meetings attended
Pundarik Sanyal	Chairman	4	4	4
Radha Krishna Murthy	Member	4	4	3
Kirit Himatlal Vora	Member	4	4	4

Note: Mr. Ambareesh Baliga was appointed as Additional Director on 26 December 2022. the Company re-constituted its committee in its meeting held on 13 February 2023. On 22 March 2023, the members of the Company approved his appointment via Postal Ballot through remote evoting.

b) Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises four members. The Chairman of the committee is an Independent Director. There were four meetings of the committee held during the year on 25.05.2022, 05.08.2022, 26.12.2022 and 13.02.2023.

Name ofthe Directors	Category	No. of meetings held during the year	No. meetings required to be attended	Meetings attended
Pundarik Sanyal	Chairman	4	4	4
Radha Krishna Murthy	Member	4	4	3
Asit Chimanlal Mehta	Member	4	4	3

Note: Mr. Ambareesh Baliga was appointed as Additional Director on 26 December 2022, the Company re-constituted its committee in its meeting held on 13 February 2023. On 22 March 2023, the members of the Company approved his appointment via Postal Ballot through remote evoting.

c) Stakeholders’ Relationship Committee

The Stakeholders and relationship committee comprises of four members. The chairperson of the committee is NonExecutive Director as per compliance with section 178(5) of the Companies Act, 2013. There were four meetings of the committee held during the year on 27.05.2022, 05.08.2022, 30.11.2022 and 13.02.2023.

Name ofthe Directors	Category	No. of meetings held during the year	No. meetings required to be attended	Meetings attended
Deena Asit Mehta	Chairperson	4	4	4
Kirit Himatlal Vora	Member	4	4	4
Pundarik Sanyal	Member	4	4	4

Note: Ms. Madhu Lunawat was appointed as Additional Director on 26 December 2022, Thereafter the Company reconstituted the committee in its meeting held on 13 February 2023.On 22 March 2023, the members of the Company approved her appointment via Postal Ballot through remote evoting.

The details of the Committees along with their composition, number of meetings held and attendance at the meetings are also provided in the Corporate Governance Report.

21. DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors, in respect of the year ended March 31,2023, hereby confirm that:

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

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss ofthe Company forthat period;

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

d. the Directors had prepared the annual accounts on a going concern basis; and

e. the Directors 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, had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has two subsidiaries as on 31 March 2023. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 (“the Act”). There has been no change in the nature of the business of the subsidiary.

The Company has a material subsidiary viz. Asit C Mehta Investment Interrmediates Limited in which it holds 93.09% total paid-up share capital of the Company as per section 2(87) of the Companies Act 2013 and as well as Subsidiary viz. Edgytal Fintech Investment Services Private Limited in which it holds 77.88% total paid- up share capital of the Company as per section 2(87) of the Companies Act 2013, as on March 31, 2023.

Pursuant to the Composite Scheme of Arrangement (the “Scheme”) under the provisions of Section 230 to 232 of the Companies Act, 2013, of Nucleus IT Enabled Services Ltd. (Wholly Owned Subsidiary/ Transferor Company) has been merged with your Company as perthe certified true ofcopy order received from NCLT dated February 01, 2023.

Pursuant to provisions of Section 129 (3) of the Act, a statement containing salient features ofthe financial statements of the Company’s subsidiaries in Form AOC-1 is attached to the financial statements ofthe Company.

Your Company has formulated and adopted a “Policy for determining Material Subsidiaries” so that your Company could identify such subsidiaries and formulate governance framework for them. The same is also available on the website of the Company ie. https://www.acmfsl.com/pdf/Policies/Policy_for_determination_of_material_subsidiary.pdf

Pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate Standalone audited accounts in respect of subsidiaries, are available on the website of the Company.

23. DEPOSITORY SYSTEM

The Company has entered into agreement with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in a dematerialized form. The Company also offers simultaneous dematerialization of the physical shares lodged for transfer.

24. DISCLOSURE UNDER SECTION 164(21 OF THE COMPANIES ACT. 2013

The Company has received disclosures in Form DIR - 8 from all the Directors'' of the Company and has noted that none of the Director is disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

25. DIRECTORS AND KEY MANAGERIAL PERSONNEL a. DIRECTORS

The Board of the Company is comprised of eminent persons with proven competence and integrity.

Besides the experience, strong financial acumen, strategic astuteness, and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.

As on the date of the report, the Board comprises, 3 Independent and 5 Non-Executive Directors & Non-Independent Director, details thereof have been provided in the Corporate Governance Report.

In terms ofthe requirement of the Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context ofthe Company’s businesses for effective functioning. The list of key skills, expertise and core competencies of the Board of Directors is detailed in the Corporate Governance Report.

In the opinion of the Board, all the Directors, as well as the Directors appointed / re-appointed during the year possess the requisite qualifications, experience and expertise and hold high standards of integrity.

The notice convening the 39th AGM includes the proposal for re-appointment of Director.

A brief resume ofthe Directors being appointed/ re-appointed, the nature of expertise in specific functional areas, names of companies in which they hold Directorships, committee memberships/ chairmanships, their shareholding in the Company, etc., have been furnished in the Notice of the ensuing AGM.

The terms and conditions of appointment of the Independent Director are in compliance with the provisions of the Companies Act, 2013 and Listing Regulations and are placed on the website of the Company.

In the opinion ofthe Board with regard to integrity, expertise and experience (including the proficiency) ofthe independent directors appointed during the year.

RE-APPOINTMENT OF DIRECTORS RETIRING BY ROTATION

In terms of the provisions Section 149, 152 of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr. Asit Mehta (DIN: 00169048) and Mrs. Deena Mehta (DIN: 00168992) Non-Executive & Non-Independent Director of the Company, retires atthe ensuing AGM and being eligible, seeks reappointment.

A resolution seeking the re-appointment of Mr. Asit Mehta and Mrs. Deena Mehta forms part of the Notice convening the ensuing Annual General Meeting scheduled to be held on September 30, 2023.

The profile and particulars of experience, attributes and skills of Mr. Asit Mehta and Mrs. Deena Mehta have been disclosed in the annexure to the Notice of the Annual General Meeting.

b. Kev Managerial Personnel (KMPt

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

Sr. No.	Name ofthe KMP	Designation	Appointment/ Cessation of KMP
1.	Mr. Pankaj Jeevanlal Parmar	Manager	Appointed w.e.f February 10, 2016
2.	Mr. Sumit R. Sharma	Company Secretary & Compliance Officer	Resigned w.e.f May 16, 2022
3.	Ms. Gauri H. Gokhale	Company Secretary & Compliance Officer	Appointed w.e.f May 27, 2022 Resigned w.e.f November 21,2022
4.	Mr. Binoy Dharod	ChiefFinancial Officer	Appointed w.e.f August 5, 2022
5.	Ms. Khushboo Hanswal	Compliance Officer	Appointed w.e.f December 12, 2022
6.	Ms. Khushboo Hanswal	Company Secretary	Appointed w.e.f February 13, 2023

26. PARTICULARS OF EMPLOYEES

Disclosure with respect to the remuneration of Directors and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as - Annexure 5 to this Report.

27. DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given declarations to the Company under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company’s and Ethics.

28. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has adopted the procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness ofthe accounting records, and the timely preparation of reliable financial information.

The Company has in place adequate internal financial controls with reference to financial statements. The Company’s internal control systems, including internal financial controls are commensurate with the nature of its business and the size and complexity of its operations and same are adequate and operating effectively. These systems are periodically tested and no reportable material weakness in the design or operation was observed. The Audit Committee reviews adequacy and effectiveness ofthe Company’s internal control system including internal financial controls.

29. CORPORATE GOVERNANCE

The management is of opinion that the Corporate Governance provisions are not applicable to the Company, as the net worth is below the prescribed threshold limit and as per the Net worth certificate issued by the Chartered Accountant in practice. However the Board of Directors have decided to implement the Corporate Governance provisions to the extent possible and attach the Corporate Governance Report in the Annual Report. Accordingly the Report on Corporate Governance is attached to the Annual Report. Further a report on compliance of corporate governance and certificate regarding Non Disqualification of

Directors, issued by M/s Hemanshu Kapadia & Associates, Practicing Company Secretaries, is attached to Board''s Report. AUDIT COMMITTEE AND VIGIL MECHANISM

The Company has an Audit Committee pursuant to the requirements of the Section 177 of the Act read with the rules framed there under and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in the Report on Corporate Governance forming part of this Report.

During the Financial year 2022-23, the recommendations of the Audit Committee were duly approved and accepted by the Board of Directors.

The Business Responsibility Reporting, as required by Regulation 34(2) of the Listing Regulations, is not applicable to the Company for the Financial Year ending March 31, 2023. The Board of Directors of the Company has approved and adopted a Whistle Blower Policy of the Company for establishing a vigil mechanism for Directors and employees to report genuine concerns regarding fraud or unethical behaviour as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In appropriate cases any personnel of the Company can have direct access to the audit committee. We affirm that no personnel has been denied access to the Audit Committee. The Whistle Blower Policy is posted on the website of the Company at https://acmfsl.com/cor_gov.htm

30. GENERAL

Details relating to deposits covered under ChapterV ofthe Act

During the review there were borrowings from the Directors as follows:

Name of Director	Amount of Borrowings
Mr. Asit C Mehta (DIN: 00169048)	'' 10,00,000
Mrs. Deena A. Mehta (DIN: 00168992)	'' 7,83,20,000

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on

these items during the year except as mentioned above:

> Details relating to deposits covered under Chapter V of the Act (As mentioned above).

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

> Issue of sweat equity shares, bonus shares or employees stock option plan.

> The Company has constituted Anti Sexual Harassment Committee and during the year under review, there were no cases were reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013.

> There were no frauds reported by the Auditors under Sub section (12) of Section 143 of the Companies in (Amendment) Act, 2015, to the Audit Committee, Board of Directors or Central Government, independent directors

> The Company has complied with applicable laws, listing regulations and Secretarial Standards.

> There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016 that materially impact the business of the Company.

> There were no instances where your Company required the valuation for one-time settlement or while taking the loan from the Banks or Financial institutions.

> Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which

loan was given by the Company

31. ACKNOWLEDGEMENT

The Directors thank the Company’s employees, customers, vendors, investors, and academic institutions for their continuous support.

The Directors also thank the Government of India, the Governments of various states in India, and concerned Government Departments/ Agencies for their cooperation.

The Directors appreciate and value the contributions made by every member of the team of Asit C. Mehta Financial Services Ltd.

For and on behalfofthe Board of Directors Asit C Mehta Financial Services Limited

Place : Mumbai Asit C. Mehta

Dated : July 25, 2023 Chairman

(DIN: - 00169048)

CIN : L65900MH1984PLC091326

Registered Office: Pantomath Nucleus House Saki-Vihar Road.Andheri (E), Mumbai- 400072

Tel No.: 022-28583333

Email: [e-mail]

Website: www.acmfsl.com

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Mar 31, 2014

Dear Members

The Directors present the 30th Annual Report together with the audited accounts of the Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS:

Rs in lacs

STANDALONE CONSOLIDATED

2013-14 2012-13 2012-13

Income from Operations 248.48 186.26 451.40 346.26

Other Income 7.68 10.41 8.50 11.52

Total Income 256.16 196.67 459.90 354.78

Profit before depreciation, interest and tax 88.94 150.21 68.63 120.71

Less: Depreciation 21.08 21.76 29.29 33.06

Interest 227.30 198.58 270.79 234.25

Tax Expense/(Credit) (6.90) (6.54) (6.90) (6.85)

Profit/(Loss) After Tax (152.54) (63.59) (224.55) (139.75)

Profit/(loss) of share in Associate concern NA NA 0 (167.83)

Profit after tax and share in Associate concern NA NA (224.55) (307.58)

Add: Balance brought forward - (610.60) (303.02)

Balance available for appropriation (152.54) (63.59) (835.15) (610.60)

Which the Directors have appropriated as:

Adjusted against General Reserve 120.11 63.59 -

* Balance to be carried forward (32.43) - (835.15) (610.60)

2. DIVIDEND

The Board of Directors does not recommend any dividend.

3. OPERATIONAL REVIEW

On a Standalone basis, the gross earnings rose to Rs 256.16 lacs from Rs 196.67 lacs. The year ended with a loss after tax of Rs 152.54 lacs as compared to Rs 63.59 lacs in the previous year.

The Company continues to explore the efforts for offering the Office premises on rental basis to banks/insurance Companies/Corporate(s). The Company offered advisory and consultancy services to certain clients and earned the fees aggregating to Rs 68.47 lacs from Advisory and Consultancy Division. During the year end, the Company purchased certain Office Premises from the Associate concern the cost of which (including stamp duty and other related expenses) aggregated to Rs 1271.32 lacs. The purchase was partly funded by raising a term loan in the current financial year i.e. 2014 15 from a NBFC for Rs 600 lacs. These premises have been offered for rent to the Associate concern from 1.4.2014 and the rental income has started accruing.

On a consolidated basis, the gross revenues were at Rs 460 lacs as compared to Rs 354 lacs in the previous year and loss after tax was at Rs 225 lacs as against Rs 140 lacs in the previous year. The overall consolidated loss aggregated to Rs 225 lacs (excluding share of loss from an Associate concern) as against loss of Rs 308 lacs in the previous year (including share of loss from an Associate concern)

The wholly-owned subsidiary - Nucleus IT Enabled Services Ltd engaged into ITeS services, showed a growth of 29% in the Income from Operations and the loss before depreciation and finance cost was reduced to Rs 5 .37 lacs as against loss of Rs 21.53 lacs in the previous year. The overall loss stood at Rs 72 lacs as against Rs 76 lacs in the previous year.

The share in loss of Associate concern stood at Rs 197 lacs as against loss of Rs 174 lacs in the previous year after considering inter group company transactions and the same were eliminated under the applicable Accounting Standard.

4. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed by the Company;

b. appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made 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 loss of the Company for the year ended on that date;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records 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 annual accounts have been prepared on a ''going concern'' basis.

5. Fixed Deposits

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

6. INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

a) Conservation of energy, Technology absorption and adoption:

The operations of your Company involve low energy consumption. Energy conservation efforts are being pursued on a continuous basis. Close monitoring of power consumption is maintained to minimize wastage and facilitate optimum utilization of energy. The Company has not imported any technology nor incurred any expenditure on research and development of technology.

b) Particulars of employees:

The Company had no employee covered in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

c) Foreign exchange earnings and outgo: Rs Nil

7. MANAGEMENT DISCUSSION AND ANALYSIS

The "Management Discussion and Analysis Report" is furnished separately and forms part of this Directors'' Report.

8. CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the BSE Ltd, is annexed hereto and forms part of the Annual Report.

9. DIRECTORS

Prof. D Sunderajan resigned with effect from 31.7.2014 and Mr. Pundarik Sanyal was appointed on 31.7.2014 to fill the casual vacancy due to resignation of Prof. D Sunderajan. The Board places on record its appreciation for the services rendered by. Prof. D Sunderajan during his tenure as Director.

In accordance with the provisions of the Companies Act, 1956 and Company''s Articles of Association, Mr. A C Mehta and Mr. V G Ladha Vora retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-election. The information on the particulars of the Directors seeking re-appointment as required under clause 49 of the Listing Agreement has been given in the Report on Corporate Governance.

In due compliance with the provisions of section 149 of the Companies Act, 2013, it is proposed to appoint Mr. Vijay G. Ladha, Dr. R Krishna Murthy and Mr. Pundarik Sanyal as Independent Directors on the Board of the Company. The appropriate resolutions for their appointment are being placed for the approval of the members at the ensuing Annual General Meeting.

10. SUBSIDIARY COMPANIES

In terms of General Circulars Nos 2/2011 and 3/2011 dated 8.2.2011 and 21.2.2011 respectively issued by the Ministry of Corporate Affairs under section 212(8) of the Companies Act, 1956 granting general exemption from attaching financials of the subsidiaries the same are not attached. These financials will be kept open for inspection by any shareholder at the registered office of the Company and will also be placed before the ensuing Annual General Meeting.

The relevant financial data of the subsidiary have been furnished under ''Details of Subsidiary'' forming part of this Annual Report.

11. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standards 21 and 23 issued by the Institute of Chartered Accountants of India, the consolidated financial statement incorporating the operation of the Company, its subsidiary and associate concern have been attached hereto which form part of the Annual Report.

12. AUDITORS

The Company''s Auditors, Manek & Associates as the Statutory Auditor would retire at the ensuing Annual General Meeting and confirmed their eligibility and willingness to accept the office of the auditors, if reappointed. The Audit Committee and the Board recommends their reappointment as stated in the proposed resolution given in the Notice of the Annual General Meeting.

13. APPRECIATION

The Directors thank the banker, STCI Finance Ltd and shareholders for their continued support to the Company. The Directors also look forward for the continuing support from the shareholders.

FOR AND ON BEHALF OF THE BOARD

ASIT C. MEHTA CHAIRMAN Mumbai, July 31st, 2014 DIN: 00169048

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Mar 31, 2010

The Directors present the 26th Annual Report together with the audited accounts of the Company for the year ended 31st March, 2010.

1. FINANCIAL RESULTS:

Rs in lacs

STANDALONE CONSOLIDATED

2009 10 2008 09 2009 10 2008 09

Income from Operations 89.09 132.46 582.28 822.57

Other Income 88.02 130.88 52.27 51.07

Total Income 177.11 263.34 634.55 873.64

Profit before depreciation, interest and tax 139.56 83.28 76.85 183.2

Less: Depreciation 20.91 24.02 73.91 57.22

Interest 31.69 23.97 57.68 28.49

Tax Expense / (Credit) (14.70) 0.55 (21.04) 35.47

Profit/(Loss) After Tax 101.66 34.74 (33.71) 62.02

Profit / (loss) of share in Associate concern NA NA 15.93 (53.86)

Profit after tax and share in Associate concern NA NA (17.78) 8.16

Add: Balance brought forward 13.80 15.81 304.15 332.74

Balance available for appropriation 115.46 50.55 286.37 340.9

Which the Directors have appropriated as:

-Proposed Dividend 24.01 35.12 24.01 35.12

- Tax on Dividend 4.08 1.63 8.42 1.63

- Balance to be carried forward 87.38 13.80 253.94 304.15

2. DIVIDEND

The Board of Directors recommends a dividend of 5% on the Equity shares which would entail an outgo of Rs 28.09 lacs (including dividend tax).

3. OPERATIONAL REVIEW

On a Standalone basis, the earnings were mainly from rental income and the profit on partial sale of shares held by Trust whose sole beneficiary is the Company. The Company also earned marginal revenue from G-sec business. The gross earnings aggregated to Rs 177 lacs and profit after tax was at Rs 102 lacs.

The Company did not receive the approval from the Reserve Bank of India for its NBFC registration and as a consequence no activities relating to NBFC business was pursued.

On a consolidated basis, the gross revenues declined from Rs 874 lacs to Rs 634 lacs mainly due to drop in revenues from ITES business of Nucleus GIS And ITES Ltd (NGIL) - a wholly-owned subsidiary company. NGIL suffered a loss of Rs 101 lacs (after providing Rs 47 lacs for doubtful debt) as it revenues declined from 690 lacs in the previous year to Rs 553 lacs in the year under review. Immediate steps were taken to discontinue the loss making businesses and also the relevant management team was replaced in the last quarter of the year.

4. OUTLOOK

The Company would continue to earn steady rental and dividend income from the existing investments. The ITES business would be operated by NGIL. Barring unforeseen circumstance the outlook appears to be good.

5. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

i. in preparation of the annual accounts, the applicable accounting standards have been followed by the Company;

ii. appropriate accounting policies have been ^elected and applied consistently and such judgments and estimates have been made 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, 2010 and of the profit of the Company for the year ended on that date;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records 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 annual accounts have been prepared on a going concern basis.

6. FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

7. INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

a) Conservation of energy, Technology absorption and adoption:

The operations of your Company involve low energy consumption. Energy conservation efforts are being pursued on a continuous basis. Close monitoring of power consumption is maintained to minimize wastage and facilitate optimum utilization of energy. The Company has not imported any technology nor incurred any expenditure on research and development of technology.

b) Particulars of employees:

The Company had no employee covered in accordance with the provisions of Section 217(2 A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

c) Foreign exchange earnings and outgo: Nil

8. MANAGEMENT DISCUSSION AND ANALYSIS

The "Management Discussion and Analysis Report" is furnished separately and forms part of this Directors Report.

9. CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd, is annexed hereto and forms part of the Annual Report.

10. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Companys Articles of Association, Mrs. D A Mehta and Mr. K H Vora retires by rotation at the ensuing Annual General meeting and being eligible, offers themselves for re-election.

The information on the particulars of the Directors seeking re-appointment as required under clause 49 of the Listing Agreement has been given in the Report on Corporate Governance.

11. SUBSIDIARY COMPANIES

The audited financials of Nucleus GIS, Inc and Nucleus GIS And ITES Ltd for the year ended March 31, 2010 together with the Reports of the Directors and Auditors and the Statement pursuant to section 212 of the Companies Act, 1956 are attached.

12. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standards 21 and 23 issued by the Institute of Chartered Accountants of India, the consolidated financial statement incorporating the operation of the Company, its subsidiary and associate concern have been attached hereto which forms part of the Annual Report.

13. AUDITORS

The Companys Auditors, Manek & Associates as the Statutory Auditor would retire at the ensuing Annual General Meeting and confirmed their eligibility and willingness to accept the office of the auditors, if reappointed. The Audit Committee and the Board recommends their reappointment.

14. APPRECIATION

The Directors thank the banker and shareholders for their continued support to the Company. The Directors also look forward for the continuing support from the shareholders.

For and on behalf of the Board of Directors

Asit C Mehta

Mumbai, 27th May, 2010 Chairman