Directors Report of Decillion Finance Ltd.

Mar 31, 2024

Your Directors'' take pleasure in presenting the 30^th (Thirtieth) Annual Report of the Company along with the Audited Financial Statementsforthefinancialyearendedason 31^st March, 2024.

FINANCIAL PERFORMANCE		(Rs. in ''000)
Particulars	Year ended as on	Year ended as on
	31st March, 2024	31st March, 2023
Total Income	10,005.96	9117.91
Total Expenses	102,37.30	9951.51
Profit or Loss before Exceptional and Extraordinary items	(231.34)	(833.60)
Profit or Loss before tax	(231.34)	(833.60)
Less: Tax Expenses	45.87	(216.71)
Profit or Loss after Tax	(277.2l/	(616.89)
Other Comprehensive Income	^26.07	10,511.66
Total Comprehensive Income	^51.14)	9,894.78
Earnings per Share	(0.08)	(0.18)

STATE OF COMPANY''S AFFAIRS

During the year under review, your company recorded a total income of Rs. 10,005.96 (in thousands) as compared to Rs. 9,117.91 (in thousands) in the previous financial Year. The loss for the same period stood at Rs. 277.21 (in thousands) which is less as compared to loss of Rs. 616.89 (in thousands) encountered in the previous financial year.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Company''s business activity primarily falls within a single business segment i.e., Investment and Finance. The analysis on the performance of the Industry, the Company, Internal Control Systems, Risk Management are presented in the Management Discussion and Analysis Report is presented forming part of this report.

SHARE CAPITAL

Equity Shares:

The paid-up Equity Share Capital as on 31^st March, 2024 was Rs. 3,50,00,000/-. There was no change in the Share Capital duringtheyear under review.

Sweat Equity Shares:

In terms of Sub-rule (13) of Rule 8 of The Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued any Sweat Equity Shares.

Differentjal Voting. Rights:

In terms of Rule 4(4) of The Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any share with Differential Voting Rights.

Employee Stock Options:

In terms of Rule 12(9) of The Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any Employee Stock Options.

DIVIDEND

Your directors have not recommended any dividend for the year under review.

Transfer of unpaid&unclaimed Dividends & Shares to Investor Education Pmtection Fund

Pursuant to Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") there was no unclaimed/unpaid dividend, hence the company is not required to transfer any amount to Investor Education and Protection Fund.

RESERVES

In view of losses incurred by the Company, your directors have not proposed to transfer any amount to Statutory Reserves.

MATERIAL CHANGES ANDCOMMITMENT

There are no material changes or commitments that took place after the close of financial year till date which will have any material or significant impact on the financials of the Company.

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

Particulars as prescribed under Sub-Section 3(m) of Section 134 of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 regarding energy conservation and technology absorption is not applicable to the Company.

(ory

During the year under review, there was no inflow or outflow of foreign exchange.

RISK MANAGEMENT )

The Company has a risk management framework comprising risk governance structure and defined risk management process. The risk governance structure of the Company is a formal organization structure with defined roles and responsibilities for risk management. The risks existing in the internal and external environment are periodically identified and reviewed, based on which, the cost of treating risks is assessed and risk treatment plans are devised.

CORPORATE SOCIAL RESPONSIBlLITY (CSR) INITIATIVES

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is not applicable on the Company.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

The Company being a Non-Banking Financial Company (NBFC), the provisions of Section 186 of the Companies Act, 2013 read with Rule 11 of the Companies (Meetings of Board and its Power), Rules, 2014 are not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered with Related Parties during the financial year were on an arm''s length basis and were in ordinary course of business and the provision of Section 188 of the Companies Act, 2013 are not attracted. There

are no materially significant related party transactions during the period under review made by the Company with Promoters, Directors or other designated person which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC- 2 is not required. However, details of all related party transactions are given in Notes to Financial Statements for the year ended 31.03.2024.

BOARD OF DIRECTORS. COMMITTEES AND MANAGEMENT

Composition:

The composition of the Board of Directors and its Committees, viz., Audit Committee, Nomination and Remuneration Committee and Stakeholders'' Relationship Committee are constituted in accordance with Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI (LODR) Regulations, 2015"], wherever applicable. The details are provided in Corporate Governance Report which forms the part of the Annual Report.

Retirement by Rotation

Pursuant to Section 152 of the Companies Act, 2013, at least two-third of the total number of Directors (excluding independent directors) shall be liable to retire by rotation.

The Independent Directors hold office for a fixed term of not exceeding five years from the date of their appointment and are not liable to retire by rotation.

Accordingly, Mrs. Priyanka Mohta (DIN: 08853818), Non- Executive Director, liable to retire by rotation, retires from the Board this year and, being eligible, has offered herself for re-appointment.

The brief resume and other details relating to Mrs. Priyanka Mohta who is proposed to be re-appointed, as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is incorporated in the annexure tqihe notice calling ensuing Annual General Meeting.

Appointment of Director

Mrs. Priyanka Mohta was appointed as Additional Non-Executive Non-Independent Director of the Company w.e.f. 1^st September, 2023.

Her appointment was regularized at the 29^th Annual General Meeting held on 28^th September, 2023.

Meetings ofthe Board & Committees:

The details of Board and Committee Meetings held during the Financial Year ended on 31^st March, 2024 and the attendance ofthe Directors are set out in the Corporate Governance Report which forms part of this report. The maximum time gap between any two Board Meetings was not more than 120 days as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and Secretarial Standard on Meetings ofthe Board of Directors.

The details of meeting of Independent Directors are set out in the Corporate Governance Report which forms part of this report.

Declaration by. independent Directors

The Company has received requisite declarations/ confirmations from all the Independent Directors confirming their independence as per provisions ofthe Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board relies on their declaration of independence.

Familiarization Programrne for Independent Directors

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a programme for familiarizing the Independent Directors, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. through various initiatives.

Further, at the time of appointment of an Independent Director, the company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities as a director. The details of programmes for familiarization for Independent Directors are available on the website of the Companvwww.decillion.co.in.

Annual Evaluation of Board''s Performance

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors. The details are provided in Corporate Governance Report which forms the part of the Annual Report.

Directors'' Responsibility, Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors state 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 policieVVid applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit/loss of the company for that period;

c) the directors had taken proper and suffifcien} careTor 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 detectingfraud 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 were adequate and operating effectively.

KEY MANAGERIAL PERSONNEL

Mrs. Shruti Poddar was appointed as Company Secretary cum Compliance Officer of the Company w.e.f. 30^th May, 2023.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism/Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. It aims to provide an avenue for employees through this policy to raise their concerns on any violation of legal or regulatory requirements, suspicious fraud, misfeasance, misrepresentation of any financial statements and reports. It also provides for direct access to the

Chairman of the Audit Committee. The Vigil Mechanism/Whistle Blower Policy is being made available on the Company''s website www.decillion.co.in.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Board, on the recommendation of the Nomination and Remuneration Committee, has framed a Nomination and Remuneration Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel including criteria for determining qualifications, positive attributes and independence of Directors. The policy has been duly approved and adopted by the Board, pursuanttothe recommendations of the Nomination and Remuneration Committee. The Remuneration Policy has been uploaded on the Company''s website www.decillion.co.in. Further the salient features of the policy are given in the Report of Corporate Governance forming part of this Annual Report.

ANNUAL RETURN

The Annual Return of the Company as on 31^st March, 2024 in Form MGT - 7 is in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 and is available on the website of the Company at www.decillion.co.in.

SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, associate or joint venture. There was no Company which has become or ceased to be Company''s Subsidiary, Joint Venture or Associate during the Financial Year 2023-24.

DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL FINANCIAL CONTROLAND ITS ADEQUECY

The Company has laid down an adequate system of internal controls, policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The current system of internal financial ^control is aligned with the statutory requirements. Effectiveness of internal financial control is ensured through management reviews, controlled self-assessment and independent testing by the Internal Auditor.

AUDIT AND ALLIED MATTERS

Statutory Auditor

M/s Ghosh & Basu LLP, (FRN E300013) Chartered Accountants, was appointed as Statutory Auditors of the Company at the 29^th Annual General Meeting of the Company held on 28^th September, 2023 for a term of five consecutive financial years and shall be eligible to hold office from the conclusion of 29^th Annual General Meeting till the conclusion of 34^th Annual General Meeting to be held in the year 2028 at such remuneration as may be decided by the Board in consultation with the Statutory Auditors.

The Statutory Auditors Report to the Members for the year ended 31^st March, 2024 does not contain any qualification, reservation, adverse remark or disclaimer. Also there has been no instance of fraud reported by the statutory auditors for the period under review.

Internal Auditor

As recommended by the Audit Committee, the Board of Directors had re-appointed M/s. Srimal Jain & Co., Chartered Accountants, as Internal Auditors of the Company for the Financial Year 2023-24 to conduct internal audit of the Company and their report on findings is submitted to the Audit Committee on periodic basis.

Secretarial A uditors

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 had re-appointed Mr. Rajesh Ghorawat, Company Secretary in Practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the Financial Year 2023-24 in the prescribed Form MR-3 is appended as ''Annexure-A'' to this Board''s Report.

COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

CORPORATE GOVERNANCE

The Company adheres to follow the best corporate governance. As per Regulation 34 read with Schedule V (C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,>2015, a Report on Corporate Governance along with a certificate received from the Statutory Auditors confirming compliance is annexed and forms part of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year under review impacting the going concern status and the operations of the Company in future.

RBI GUIDELINES FOR NON-BANKING FINANCIAL COMPANIES

The Company has observed all the prudential norms prescribed by the Reserve Bank of India. The Schedule as required in terms of Paragraph 13 of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 2015 is annexed herewith.

DISCLOSURE ON SEXUAL HARASSM ENT OF wblN/IEN AT WORKPLACE

As per the requirement of the Sexual Flarassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''POSFI Act'') and Rules made^stj*ereunder, your Company have constituted Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace.

During the year under review, no complaint was filed under the Sexual Flarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

REMUNERATION RATIO TO DIRECTORS/KMP/EMPLOYEES

The disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ''Annexure-B''forming part of this report.

OTHER DISCLOSURES

Secretarial Standards:

The company has complied with the applicable provisions of Secretarial Standards SS-1 and SS-2 with respect to convening of Board Meetings and General Meetings during the period under review.

Proceeding,pending, under, the Insolvency and, Bankruptcy Code. 2016:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

APPRECIATION & ACKNOWLEDGEMENT

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

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Mar 31, 2015

The directors have pleasure in presenting their Twenty-first Annual Report on the business and operations of Decillion Finance Limited (the "Company") together with the audited statement of accounts for the year ended 31st March, 2015.

Financial Highlights (Standalone and Consolidated)

During the year under review, performance of your company is as under :

(in Rs,)

Particulars Year Ended 31.03.2015 Year Ended 31.03.2014

Revenue 10488991 4851399

Less: Expenditure 9950293 4116215

Profit/(Loss) before taxation 538697 735184

Less: Tax Expense 161967 197714

Profit after tax 376730 537470

Transfer to Special Reserve 75346 107494

Transfer to Contingent Provisions against Standard Assets (25557) 87798

Balance brought forward from Previous year (655720) (1173493)

Balance transferred to Balance Sheet (379892) (655720)

The consolidated performance of the group as per consolidated fi nancial statements is as under:

(inRs,)

Particulars Year Ended 31.03.2015 Year Ended 31.03.2014

Revenue 10634146 5163195

Less: Expenditure 10079835 4264310

Profit/(Loss) before taxation 554311 898885

Less: Tax Expense 176272 231766

Profit after tax 378039 667119

Share of Profit / (Loss) transferred to Minority Interest 201 39000

Balance Profit / (Loss) C/F to the next year (340673) (612718)

Operating & Financial Performance

Gross revenues increased to Rs. 1,04,88,991, a growth of around 116.21% against Rs. 48,51,399 in the previous year. Profit before taxation was Rs. 5,38,697 against Rs. 7,35,184 in the previous year. The percentage of profit has decreased by 26.73% due to onetime exceptional expenditure towards Initial Listing Fees & Merchant Bankers Fees. After providing for taxation of Rs. 1,61,967 & Rs. 1,97,714 respectively, the net profit of the Company for the year under review was placed at Rs. 3,76,730 as against Rs. 5,37,470 in the previous year.

Dividend

With the view to conserve the resources of Company, the Directors are not recommending any dividend.

Changes in Share Capital

During the Financial Year 2014-15, there has been no change in the share capital of the Company.

Extract of Annual Return

The extract of Annual Return, in format MGT-9, for the Financial Year 2014-15 has been enclosed with this report as Annexure I.

Board of Directors

In accordance with the provisions of Companies Act, 2013 Ms. Bharti Ranga (DIN: 06864738), Director of the Company retires by rotation and being eligible offers herself for re-appointment.

At the 20th Annual General Meeting of the company held on 30th September, 2014 the Company had appointed Mr. Ashish Jalan (DIN 06503424) and Mr. Nikunj Kanodia (DIN 06427863) as independent directors under the Companies Act, 2013 for 5 consecutive years for a term up to September, 2019.

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 listing agreement.

Key Managerial Personnel

Ms. Poonam Dalmia, Company Secretary was appointed as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013 w.e.f. 21st July, 2014 and Ms. Abhijit Nagee resigned on 21st July, 2014 as Company Secretary and no other Key Managerial Person has been appointed or retired or resigned during the year under review.

Number of Board Meetings

During the Financial Year 2014-15, eleven (11) meetings of the Board of Directors of the Company and four (4) Audit Committee Meetings were held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Company's Remuneration Policy is available on the Company's website at www.decillion.co.in and also forms part of Directors Report as Annexure II.

Declaration by Independent Directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Committees of the Board

Currently, the Board has three committees: the audit committee, nomination and remuneration committee and stakeholders' relationship committee. All committees consist of requisite number of independent directors.

Particulars of Loan, Guarantees and Investments under Section 186

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The detail of the investments made by the Company is given in the notes to the financial statements.

Related Party Transactions

All Related party transactions that were entered into during the financial year were on an arm's length basis and in the ordinary course of business. There are no material significant related party transactions made by the Company during the year that would have required shareholder approval under Clause 49 of the Listing Agreement. All related party transactions are reported to the Audit Committee. Prior approval of the Audit Committee is obtained on a yearly basis for the transactions which are planned and/ or repetitive in nature and omnibus approvals are taken within limits laid down for unforeseen transactions. The disclosure under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable. The Policy on Related Party transactions as approved by the Board has been uploaded on the Company's Website and may be accessed at the link http://decillion.co.in/related-party-policy.

The details of the transactions with related parties during 2014-15 are provided in the accompanying financial statements.

None of the Directors had any pecuniary relationship or transactions with the Company during the year under review.

Director's Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 and Clause 49(III)(D)(4)(a) of the listing agreement with Stock Exchanges in the preparation of the annual accounts for the year ended on 31.03.2015 and state that :

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(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 a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

(iv) the Directors have prepared the annual accounts on a going concern basis;

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Statutory Auditor

M/s. S. K. Rungta & Co., Chartered Accountants (FRN: 308081E), Kolkata, were appointed as Statutory Auditors of the Company from the conclusion of the Annual General Meeting held on 30.09.2014 until the conclusion of 23rd Annual General Meeting to be held in the year 2017. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting.

Secretarial Auditor

Mr. Anand Khandelia, Practicing Company Secretary was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules there under. The Secretarial Audit Report for Financial Year 2014-15 form a part of the Director Report and is attached here as Annexure III. The Secretarial Audit

Report contains a remark for not appointing Chief Financial Officer, it has been stated that Company will soon appoint the CFO u/s 203 of the Companies Act, 2013.

Explanation to Auditor's Remarks

The Auditors' Report by the Statutory Auditors and by the Secretarial Auditor in the Secretarial Audit Report being self- explanatory, does not call for any further comments by the Board of Directors.

Material Changes Affecting the Financial Position of the Company

Your Company has received In Principal Approval for listing of equity shares on the BSE Limited under direct listing vide letter no. DCS/DL/MA/IP/1068/2014-15 dated 23rd March, 2015. Soon your Company will be listed at BSE Limited.

Internal Control Systems and Their Adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Director.

Conservation of Energy & Technology Absorption

Since the Company does not own any manufacturing facility, being an Investment Company, the particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules, 2014 are not applicable.

Foreign Exchange Earnings & Outgo

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

Details of Subsidiary

As on March 31, 2015 the Company had five Indian subsidiaries. There has been change in the number of subsidiaries but there has been no change in the nature of business of the subsidiaries, during the year under review. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary companies, which is forming part of the Annual Report. A statement containing salient features of the financial statements of the subsidiary companies in the prescribed format, AOC 1 is also included in the Board Report and is attached in the Annual Report as Annexure IV. In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company www.decillion.co.in. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company www.decillion.co.in.

Vigil Mechanism / Whistle Blower Policy

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which is available on the Company's website www.decillion.co.in

Management's Discussion and Analysis Report

The Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexed to this report.

Corporate Governance

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report and annexed as Annexure V.

Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.decillion.co.in.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

Deposits

The Company being a non- banking financial Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Managerial Remuneration

The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached here as Annexure VI and forms a part of the Directors' Report.

There are no employees who are in receipt of remuneration in excess of the limit specified under section 134(3) (q) read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

RBI Guidelines for Non-Banking Financial Companies

The Company has observed all the prudential norms prescribed by the Reserve Bank of India. The Schedule as required in terms of Paragraph 13 of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 2015 is annexed herewith.

Listing of Shares on BSE

Your Company has received In Principle Approval for Listing of Equity Shares on the Exchanges under Direct Listing vide letter DCS/DL/MA/IP/1068/2014-15 dated March 23, 2015.

Acknowledgment

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, the Ministry of Corporate Affairs, the Reserve Bank of India, Local Bodies, Executives, Staff and others at all levels for their continuous support, cooperation, assistance and look forward to their continued support in the future. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

By Order of the Board of Directors

For Decillion Finance Limited

Mahesh Kumar Bhalotia Jitendra Kumar Goyal

Place: Kolkata Director Director

Date: 30/05/2015 (DIN : 00280743) (DIN : 00468744)

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Mar 31, 2014

Dear Members,

The Directors have pleasure in submitting their 20th Annual Report together with the audited accounts for the year ended on March 31, 2014.

STANDALONE FINANCIAL RESULTS

Particulars 2013 - 2014 2012 - 2013

(Amount in Rupees)

Total Revenue 4851399 14134599

Less: Total Expenditure 4116215 12091183

Profit before Tax 735184 2043415

Less: Taxation 197714 389374

Profit after Tax 537470 1654041

Transfer to Special Reserve (107494) (330808)

Transfer from/(to) Contingent 87798 (62564) Provisions against Standard Assets

Balance brought forward from Previous year (1173493) (2434163)

Balance transferred to Balance Sheet (655720) (1173493)

CONSOLIDATED FINANCIAL RESULTS

Particulars 2013 - 2014 2012 - 2013

(Amount in Rupees)

Total Revenue 5163195 14167493

Less: Total Expenditure 4264310 12201176

Profit before Tax 898885 1966317

Less: Taxation 231766 391085

Profit after Tax 667119 1575232

Less: Share of Profit / (Loss) 39000 (20752) transferred to Minority Interest

Profit for the year 628119 1595984

DIVIDEND

Your Directors have decided to retain the Profits of the Company during the year. Therefore, your Directors do not recommend any dividend for the year ended on March 31, 2014.

OPERATION OF THE COMPANY

During the year under review the Companies Total Revenue decreased from Rs. 14134599/- to Rs. 4851399/-Your Directors feel that barring unforeseen circumstances the Capital Market and Money Market should improve and accordingly, the performance of the Company should be better.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any public deposits as defined under Section 58A of the Companies Act, 1956.

ANNUAL LISTING FEES

The Company's shares continue to be listed at The Calcutta Stock Exchange Limited, Delhi Stock Exchange Ltd., The Ahmedabad Stock Exchange Ltd. and The Jaipur Stock Exchange Association Ltd. The Annual Listing fees for the year 2014-15 have been paid to the Stock Exchanges.

LISTING OF SHARES ON BSE

Our Company has applied for listing of its shares on Bombay Stock Exchange(BSE) in accordance with the provisions of the Securities Contracts (Regulation) Act, 1956, Securities Contracts (Regulation) Rules, 1957, Companies Act, 1956, Guidelines issued by SEBI and Rules, Bye-laws and Regulations of BSE.

To avail all the benefits and advantages, the Company is complying with all the requirements of BSE as and when required to get its shares listed on BSE also.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Your Company being an Investment Company, the disclosure of above information is not applicable.

FOREIGN EXCHANGE EARNINGS & OUTGO

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

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements of the Stock Exchange are complied with. A detailed report on Corporate Governance has been included in this report as Annexure - 2 along with a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance. Further, pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, "Management Discussion and Analysis" report is given separately as Annexure - 1 forming part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i) that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

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

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

iv) that the directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

Sri Jitendra Kumar Goyal, Director, (DIN - 00468744) retires by rotation and being eligible offers himself for re-appointment.

As per the provisions of the Companies Act' 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of Mr. Ashish Jalan (DIN 06503424) and Mr. Nikunj Kanodia (DIN 06427863) as Independent Directors form part of the Notice of the 20th Annual General Meeting.

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, which has come into force with effect from 1st April' 2014, and revised Clause 49 of the Listing Agreement there shall be atleast one Women Director on the Board of Directors of listed Companies or such class of companies as prescribed in the rules made there under. Since your Company is listed on the four Stock Exchange(s), it is mandatory to appoint a Women Director. Your Directors are seeking appointment of Ms. Bharti Ranga (DIN-06864738) as a Director for the terms given in Notice of the 20th Annual General Meeting. Details of the proposal for the appointment of above Director(s) are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013, subject to the approval of the members.

AUDITORS

The Statutory Auditors of the Company, M/ s. S. K. Rungta & Co., retire at the conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment for the next term of three years i.e., until the conclusion of 23rd Annual General Meeting to be held in the year 2017 (subject to ratification of their appointment at every Annual General Meeting).

AUDIT COMMITTEE

The Audit Committee has met regularly and forwarded its report. There are no adverse marks given by the Audit Committee.

RBI GUIDELINES FOR NON-BANKING FINANCIAL COMPANIES

The Company has observed all the prudential norms prescribed by the Reserve Bank of India. The Schedule as required in terms of Paragraph 13 of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 2007 is annexed herewith.

ACKNOWLEDGEMENT

Your Directors thank the clients for the confidence in the Company, which has enabled the Company to reach to a new level. The Board places acknowledgment to the employees for their teamwork and professional approach for the Company's image.

Your Directors would like to express their gratitude for the continuous support and guidance received from Company's associates, bankers, the Government departments, SEBI and Stock Exchange(s) officials.

Place: Kolkata Date: 30.05.2014 By Order of the Board of Directors For Decillion Finance Limited

(Mahesh Kumar Bhalotia) (Jitendra Kumar Goyal) Director Director (DIN 00280743) (DIN 00468744)

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Mar 31, 2013

Dear Members,

The Directors have pleasure in submitting their 19th Annual Report together with the audited accounts for the year ended on March 31, 2013.

FINANCIAL RESULTS

2012 - 2013 2011 - 2012

(Rupees) (Rupees)

Total Revenue 14134599 2266624

Less: Total Expenditure 12091183 2235145

Profit before Tax 2043415 31479

Less: Taxation 389374 5999

Profit after Tax 1654041 25480

Transfer to Special Reserve 330808 5096

Transfer to Contingent Provisions against Standard Assets 62564 60689

Balance brought forward from Previous year (2434163) (2393857)

Balance transferred to Balance Sheet (1173493) (2434163)

DIVIDEND

Your Directors have decided to retain the Profits of the Company during the year. Therefore, your Directors do not recommend any dividend for the year ended on March 31, 2013

OPERATION OF THE COMPANY

During the year under review the Companies Total Revenue increased from Rs. 2266624/- to Rs. 14134599/-Your Directors feel that barring unforeseen circumstances the Capital Market and Money Market should improve and accordingly, the performance of the Company should be better.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Your Company being an Investment Company, the disclosure of above information is not applicable.

FOREIGN EXCHANGE EARNINGS & OUTGO

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

CORPORATE GOVERNANCE

Report on the Corporate Governance as prescribed by the Listing Agreement is annexed and forms part of Annual Report. A Certificate of the Auditors on compliance of the provisions of Corporate Governance as mentioned in the Listing Agreement is also annexed.

COMPLIANCE CERTIFICATE:

A Compliance Certificate from a Company Secretary in whole-time practice is annexed hereto with this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i) that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

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

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

iv) that the directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

There is no employee falling under the Provisions of Section 217(2A) of the Companies Act, 1956.

DIRECTORS

During the year under review Mr. Nikunj Kanodia and Mr. Ashish Jalan were appointed as director w.e.f 29/09/2012 and 05/02/2013 respectively. Mr. Sarad Khatore and Mr. Rajesh Kumar Singhi resigned from the Board of Director w.e.f 30/09/2012 and 05/02/2013 respectively.

Sri Mahesh Kumar Bhalotia, Director, retires by rotation and being eligible offers himself for re- appointment.

AUDITORS

The Statutory Auditors of the Company, M/s. S. K. Rungta & Co., retire at the conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment for the next term.

RBI GUIDELINES FOR NON-BANKING FINANCIAL COMPANIES

The Company has observed all the prudential norms prescribed by the Reserve Bank of India. The Schedule as required in terms of Paragraph 13 of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 2007 is annexed herewith.

ACKNOWLEDGEMENT

The Board of Directors would like to thank the Company's Clients, Shareholders, Bankers and all others associated with the Company for their continued Support.

By Order of the Board of Directors For Decillion Finance Limited

Place: Kolkata (Mahesh Kumar Bhalotia) (Jitendra Kumar Goyal) Date : 30.05.2013 Director Director

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Mar 31, 2012

Dear Members,

The Directors have pleasure in submitting their 18th Annual Report together with the audited accounts for the year ended on March 31, 2012.

FINANCIAL RESULTS

2011 - 2012 2010 - 2011

(Rupees) (Rupees)

Total Revenue 2266624 309044

Less: Total Expenditure 2235145 263459

Profit before Tax 31479 45586

Taxation 5999 9338

Profit after Tax 25480 36248

Transfer to Special Reserve 5096 7250

Transfer to Contingent Provisions against Standard Assets 60689 98403

Balance brought forward from Previous year (2393857) (2324452)

Balance transferred to Balance Sheet (2434163) (2393857)

DIVIDEND

The Company has earned inadequate profit during the year and therefore, the Directors expressed their inability to recommend any dividend for the year ended on March 31, 2012.

OPERATION OF THE COMPANY

During the year under review the Companies Total Revenue increase from Rs. 309044/- to Rs. 2266624/-. Your Directors feel that barring unforeseen circumstances the Capital Market and Money Market should improve and accordingly, the performance of the Company should be better.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Your Company being an Investment Company, the disclosure of above information is not applicable. FOREIGN EXCHANGE EARNINGS & OUTGO

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

Report on the Corporate Governance as prescribed by the Listing Agreement is annexed and forms part of Annual Report. A Certificate of the Auditors on compliance of the provisions of Corporate Governance as mentioned in the Listing Agreement is also annexed.

COMPLIANCE CERTIFICATE:

A Compliance Certificate from a Company Secretary in whole-time practice is annexed hereto with this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;

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

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

iv) that the directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

There is no employee falling under the Provisions of Section 217(2A) of the Companies Act, 1956. DIRECTORS

Sri Rajesh Kumar Singhi, Director, retires by rotation and being eligible offers himself for re-appointment. AUDITORS

The Statutory Auditors of the Company, M/s. S. K. Rungta & Co., retire at the conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment for the next term.

RBI GUIDELINES FOR NON-BANKING FINANCIAL COMPANIES

The Company has observed all the prudential norms prescribed by the Reserve Bank of India. The Schedule as required in terms of Paragraph 13 of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 2007 is annexed herewith.

ACKNOWLEDGEMENT

The Board of Directors would like to thank the Company's Clients, Shareholders, Bankers and all others associated with the Company for their continued Support.

By Order of the Board of Directors for Decillion Finance Limited

Place: Kolkata Sd/- Sd/- Date : 30.06.2012 (Mahesh Kumar Bhalotia) (Jitendra Kumar Goyal) Director Director

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Mar 31, 2011

Dear Members,

The Directors have pleasure in submitting their 17th Annual Report together with the audited accounts for the year ended on March 31, 2011.

FINANCIAL RESULTS

2010-2011 2009-2010 (Rupees) (Rupees)

Total Income 724790 1281059

Less: Total Expenditure 679204 1208111

Profit before Tax 45586 72948

Taxation 9338 7231

Profit after Tax 36248 65717

Transfer to Special Reserve 7250 13143

Transfer to Contingent Provisions 98403 - against Standard Assets

Balance brought forward from (2324452) (2377026) Previous year

Balance transferred to Balance (2393857) (2324452) Sheet

Dividend

The Company has earned inadequate profit during the year and therefore, the Directors expressed their inability to recommend any dividend for the year ended on March 31, 2011.

Operation of the Company

During the year under review the Companies Total Income has decreased from Rs. 1281059/- to Rs. 724790/-. Your Directors feel that barring unforeseen circumstances the Capital Market and Money Market should improve and accordingly, the performance of the Company should be better.

Conservation of Energy, Technology Absorption

year Company being an Investment Company, the disclosure of above information is not applicable.

Foreign Exchange Earnings & Outgo

There is no Foreign Exchange earnings and outgo during the year under review

Corporate Governance

Report on the Corporate Governance as prescribed by the Listing Agreement is annexed and forms part of Annual Report- A Certificate of the Auditors on compliance of the provisions of Corporate Governance as mentioned in the Listing

Compliance Certificate:

A Compliance Certificate from a Company Secretary in whole-time practice is annexed hereto with this Report.

Directors Responsibility Statement

i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures. if any:

ii) that the directors have selected such accounting policies and applied and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

iii) that the directors have taken proper and sufficient care for the of adequate accounting records accordance with the provisions of this Act for the asset of the company and for preventing and detecting fraud and other irregularities:

iv) that the directors have prepared the annual accounts on a going Concern basis.

Particulars of Employees

There is no employee falling under the Provisions of Section 217 (2A) of the Companies Act, 1956.

Directors

Sri Rajesh Kumar Singhi, Director, retires by rotation and being eligible offers himself for re-appointment

Auditors

M/s. S. K. Rungta & Co., Chartered Accountants, were appointed as the Auditor of the Company in place of M/s V. B. Verma & Associates, Chartered Accountants, for the Financial Year 10-2011. M/S S.K. Rang Co Chartered Accountants, the retiring Auditors have expressed their to be re-appointed.

RBI GUIDELINES FOR NON-BANKING FINANCIAL COMPANIES

The Company has observed all the prudential norms prescribed by the- Reserve Bank of India.required in terms of Paragraph 9BB of Non-Banking Financial Companies Bank) Directions, 1998 is annexed herewith.

Acknowledgement

The Board of Directors would like to thank the Company's Clients, Share Holders associated with the Company for their continued Support.

By Order of the Board of Directors for Decillion Finance Limited

Director Director

Place: Kolkata Date: 30.06.2011