Directors Report of Explicit Finance Ltd.

Mar 31, 2024

Your directors have pleasure in presenting their Thirty (30^th) Annual Report on the business and operations of
the company along with the Audited Financial accounts for the Financial Year ended 31^st March, 2024.

FINANCIAL RESULTS

(Amount in Lacs)

Particulars	Year Ended 31st March 2024	Year Ended 31st March 2023
Total Revenue	940.18	2,286.51
Less: Operating Expenses & Provisions	938.36	2,285.68
Profit/(Loss) before Tax	1.82	0.83
Less: Provision for Taxation	0.30	0
Profit/(Loss) after Tax	1.52	0.83
Comprehensive Income/(Loss)	0	0
Profit/(Loss) After Tax (PAT) including Other	1.52	0.83
Earnings per Share (EPS) (Rs.)	0.02	0.01

REVIEW OF OPERATION:

During the financial year under review total income of the Company is Rs. 940.18 Lacs as compared to last
year''s total income of Rs. 2,286.51 Lacs. Company has earned profit of Rs. 1.52 lacs as compare to profit of
Rs. 0.83 lacs of the previous year.

BUSINESS REVIEW:

Explicit Finance Limited (“The Company”) is a non-banking financial company engaged in Secondary capital
market activities and also provide a wide range of services including: -

• Individual/Corporate Finance

• Loans against Shares and securities

• Loans against property

• Financial Consultancy Services

DIVIDEND:

Due to insufficient profits the Board of Directors has not recommended any dividend.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis forms an integral part of this Report and gives details of the overall
industry structure, economic developments, performance and state of affairs of your Company’s various
businesses, internal controls and their adequacy, risk management systems and other material developments
during the financial year 2023-2024.

A. INDUSTRY STRUCTURE & DEVELOPMENT RISKS AND CONCERNS:

NBFC is amongst highly regulated sectors and is exposed to market risk and liquidity risk. In the present
economic situation in country and globally all the financial institutions are at very heavy risk. The secondary
market is also highly volatile and with unstable trends of market it is also pro risk area.

For controlling inflation RBI keeps on changing norms periodically which impacts working pattern and cash
flow.

OPPORTUNITIES

Micro financing and unsecured consumer loans are emerging as new avenue and with increasing purchasing
power and having direct nexus to working population the available consumer base is very huge and number of
NBFC/Banks/FIS catering in the area are not sufficient to cater the demand resulting in favorable demand and
supply ratio for NBFCs

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Control measures and systems are established to ensure the correctness of the transactions and safe
guarding of the assets. Considering the size and nature of activities, the company has adequate internal control
system covering both accounting and administrative control. In addition, the internal audit is carried out
periodically. The management ensuring an effective internal control system so that the financial statements and
reports give a true and fair view and during the year under review no material or serious observation has been
received from the Internal Auditors of the Company for inadequacy or ineffectiveness of such control.

B. HUMAN RESOURCES

The company always regards human resources as its most valuable asset and continuously evolves policies and
process to attract and retain its substantial pool of managerial resources through friendly work environment that
encourages initiatives by individuals and recognizes their performance.

C. CAUTIONARY NOTE

Certain Statements in the Management Discussion and Analysis describing the company''s views about the
industry, expectations, objectives, etc. may be understood ''forward looking statement'' within the meaning of
applicable laws and regulations. Factors like changes in Government regulations, tax laws and other factors
such as industrial relations and economic developments etc. may further influence the company''s operations or
performance. Actual results may differ substantially or materially from those expressed or implied.

RESERVES:

The reserves are transferred in accordance with statutory provisions(s).

SHARE CAPITAL:

The Company had not issued any equity shares either with or without differential rights during the F.Y. 2023¬
2024 and hence, the disclosure requirements under Section 43 and Rule 4 (4) of the Companies (Share Capital
and Debentures) Rules, 2014, are not applicable.

DEPOSITS:

The Company has neither accepted nor renewed any deposits from public or members during the year under
review under Section 73 of the Companies Act, 2013 read with Chapter V of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014. There are no unclaimed deposits, unclaimed / unpaid interest,
refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on 31st
March, 2024.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company:

a) Mr. Rajesh Nanda, (DIN: 06399927) (Managing Director) of the company, for the term of five
years from August 14, 2023.

b) Ms. Hetal Bhanushali (DIN: 10266055) is appointed as an Independent Director under category of
additional director w.e.f. August 14, 2023 and was regularized in annual general meeting of the
company held on September 30, 2023.

c) Mrs. Swati Dave, (DIN: 03299627) (Managing Director) of the Company has tendered her
resignation from the Board of the Company w.e.f. August 07, 2023.

d) Mr. Jayesh Jain, (DIN: 02303327) (Non- Executive Independent Director) of the Company has
tendered his resignation from the Board of the Company w.e.f. July 24, 2023.

e) Mr. Nirmal Singh Raju, (DIN: 10636825), was appointed as an independent director (Additional
director) of the Company w.e.f. June 01, 2024.

CHANGES IN KEY MANAGERIAL PERSONNEL (KMP’S) DURING THE YEAR 2023-2024:

Ms. Taruna Deepak Ghanekar, was appointed as Chief Financial Officer of the Company w.e.f. May 30, 2022.

Ms. Taruna Deepak Ghanekar resigned w.e.f. August 14, 2023.

Mr. Siddhesh Patil was appointed as Chief Financial Officer w.e.f. July 15, 2023. Mr. Siddhesh Patil has

experience in Finance sector for more than a decade at the senior position and will be adding value to the

organization with his expertise and experience going hand in hand.

DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company

hereby confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures;

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 loss of the company for
that period;

iii. Proper and sufficient care has been taken 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. Proper annual accounts have been prepared on a going concern basis;

v. Internal financial controls to be followed by the company and that such internal financial controls
are adequate and were operating effectively; and

vi. Proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

All Independent Directors have submitted the declaration of Independence, as required pursuant to Section
149(7) of the Act, stating that they meet the criteria of Independence as provided in section 149(6) of the
Companies Act, 2013 and are not disqualified from continuing as Independent Directors.

EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board of Directors has
carried out evaluation of the Board, its Committees and Individual Directors. The evaluation process has been
explained in the Report on Corporate Governance, which forms part of this Board’s Report.

Also, the Independent Directors, at their meeting reviewed the performance of the Board, its Chairman and
Non-Executive Directors of the Company.

NUMBER OF BOARD MEETINGS HELD DURING THE PERIOD:

A notice of the Board Meeting is circulated well in advance with Agenda, including detailed explanation to be
discussed, to enable the Board to take an informed decision.

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013
and the Listing Agreement/Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Further, 05 (Five) Board Meetings were held during the year ended 31st March 2024, the dates are May 30,
2023, July 05, 2023, August 14, 2023 November 09, 2023 and February 14, 2024. Detailed information on the
Board Meetings with regard to attendance of each of the Directors thereat have been included in the Corporate
Governance Report, which forms part of this Board Report.

Additionally, during the financial year ended 31^st March 2024 a separate meeting of the Independent Directors
was held on February 14, 2024, in compliance with the requirements of Schedule IV of the Companies Act,
2013 and Regulation 25(3) and 25(4) of the Listing Regulations.

Post the Independent Directors Meeting, the collective feedback of each of the Independent Director was scaled
and measured on defined ratings, thereby covering the performance of Board as a whole, performance of the
non-independent directors and performance of the Chairman.

COMMITTEES OF THE BOARD:

The Board of Directors of your company has constituted various committees in compliance with the provisions
of the Companies Act, 2013 and Listing Regulations.

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholder Relationship Committee

All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of
reference/ role of the committees are taken by the Board of Directors. A detailed note on the Board and its
Committees is provided under the Corporate Governance Section in this Annual Report.

NOMINATION & 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 appointment and
Remuneration Policies stated in the Corporate Governance Report of the Company that forms part of the Annual
Report.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

Information as required under the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory
modification(s)/amendment(s)/re-enactment thereof, for the time being in force), is set out in Annexure-I hereto,
which forms part of this Board’s Report.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANY:

The Company does not have any subsidiary or associate company and has not entered into joint venture with
any other company during the financial year ended 31st March 2024. Accordingly, a statement under the
provisions of Section 129(3) of the Companies Act, 2013, containing salient features of the financial statements
of the Company’s subsidiary(ies) in Form AOC-1 is not enclosed.

CORPORATE GOVERNANCE REPORT:

As stipulated under the provision of Regulation 34 (3) read with Schedule V (c) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 a separate report on Corporate Governance Report forms
integral part of this Board Report. The requisite compliance certificate as required under Part E of Schedule V
of the Listing Regulation is issued by the Auditors, pertaining to the compliance of the conditions of Corporate
Governance is Annexed thereto.

EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 is annexed herewith as Annexure -II to this report.

In accordance with the requirements mentioned under Section 134(3)(a) and Section 92(3) of the Act and
circulars issued thereon, the Annual Return of the Company for the FY 2023-24 is available on the Company’s
website at https://www.explicitfinance.net/.

STATUTORY AUDITORS:

M/s. GMCS & Co., Chartered Accountants, (Firm Reg. No: 141236W) as a statutory auditor of the company,
for a term of five consecutive years starting from Financial Year 2023-24 till the Annual General Meeting for
the year ended March 31, 2028. The resolution passed at the Annual General Meeting of the meeting along with
this consent and eligibility certificate.

AUDITORS’ REPORT:

Independent Auditor’s Report

There are no qualifications, reservation or adverse remark or disclaimer in the Independent Auditor’s Report
provided by M/s. GMCS & Co, Chartered Accountants, for the F.Y. 2023-2024. The notes to accounts forming
part of financial statements are self-explanatory and need no further clarification.

Secretarial Audit Report:

Pursuant to Provision of Section 204 of the Companies Act, 2013 and Rules framed there under Board of
Directors have appointed M/s. Vishal Manseta, Practicing Company Secretaries to conduct Secretarial Audit.
The Secretarial Audit Report for the Financial Year ended 31^st March, 2024 forms the integral part of the Board
Report as Annexure-III. There are no qualifications, reservation or adverse remark or disclaimer in Secretarial
Audit Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF
SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT:

There are no such frauds committed by the Company which are reported by auditors.

PARTICULARS OF LOANS, GUARAUNTEES OR INVESTMENTS:

Pursuant to Section 186 (11) of the Companies Act, 2013 read with Rule 11(2) of the Companies (Meetings of
Board and its Powers) Rules, 2014, the loan made, guarantee given or security provided in the ordinary course
of business by a Non- Banking Financial Company (NBFC) registered with Reserve Bank of India are exempt
from the applicability of provisions of Section 186 of the Act.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on arm’s length basis and
were in the ordinary course of the business. There are no materially significant related party transactions made
by the company with Promoters, Key Managerial Personnel or other designated persons which may have
potential conflict of interest with the company at large. Accordingly, disclosures of related party transactions
in Form AOC-2 have not been furnished. All Related Party Transactions were placed before Audit Committee
and Board for their approval. Your Company has formulated policy of Related Party Transaction which is also
available on the website of the Company.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE
COMPANY:

No material changes and commitments which could affect the Company’s financial position have occurred till
date of this report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there
were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO:

• Conservation of Energy & Technology Absorption

The Company is not engaged in manufacturing activities and therefore provisions relating to conservation of
energy and technology absorption are not applicable to it. However, efforts are being made to minimize
consumption of energy, wherever possible.

• Foreign Exchange Earnings and Outgo

During the year under review there were no Foreign Exchange earnings and outgo.

RISK MANAGEMENT POLICY:

The Board of Directors of the Company has approved Risk Management policy and guidelines, wherein all
material risks faced by the company are identified and assessed. Moreover, in the said Risk Management Policy
the Board has defined a structured approach to manage uncertainty, cultivating the same in their decision¬
making process pertaining to all business divisions and corporate functions. For each of the risks identified,
corresponding controls are assessed and policies and procedures are put in place for monitoring, mitigating and
reporting on periodic basis.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Corporate Social Responsibility are not applicable to the company as company does not fall
into ambit of the provisions of section 135 of Companies Act, 2013 and Companies (Corporate Social
Responsibility Policy) Rules, 2014.

ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO FINANCIAL
STATEMENTS:

In respect of internal financial control, the Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding
of its assets, the timely prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records and the timely preparation of reliable financial information. Further, the management
regularly reviews the control for any possible changes and takes appropriate actions.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The details in respect of internal control systems and their adequacy are included in the Management Discussion
and Analysis Report, which forms part of this report.

CHANGES IN NATURE OF BUSINESS, IF ANY:

During the year under review there is no change in the nature of business of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of section 177(9) and (10) of the Companies Act, 2013, a Whistle Blower Policy
/ Vigil Mechanism for directors and employees to report genuine concerns has been established by the Company
in order to maintain highest standards of ethical, moral and legal conduct, adopted Vigil Mechanism/Whistle
Blower policy to provide an avenue to its employees to raise concerns of any violations of legal or regulatory

requirements, incorrect or misrepresentations of any financial statements and reports, etc. The Audit committee
of the company oversees the said mechanism from time to time. None of the Company personnel has been
denied access to the Audit Committee. The Whistle Blower Policy of the Company is also available on the
website of the Company www.explicitfinance.net.

DISCLOSURE UNDER THE HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The company has in place an Anti-Harassment policy in line with the requirements of the sexual harassment of
women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee
(ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy. During the year under review, company has not
received any Sexual Harassment Complaints. Company has zero tolerance policy in case of sexual harassment
at workplace and is committed to provide a healthy environment to each and every employee of the company.

RBI GUIDELINES

The company continues to comply with all the requirements prescribed by the Reserve Bank of India from
time to time as applicable.

SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING
GOING CONCERN AND COMPANY’S OPERATIONS:

No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going
concern status and the Company’s operations in future.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING:

Pursuant to Clause 9 of the Revised Secretarial Standard-l(SS-l) and Standard-2 (SS-2), your company has
complied with applicable Secretarial Standard issued by the Institute of Company Secretaries of India during
the financial year under review.

ACKNOWLEDGEMENT

The Directors takes this opportunity to thank all their colleagues at Explicit Finance Ltd. for their
professionalism and dedication to the task at hand. The board also wishes to place on record their appreciation
for valuable support given by the Bankers, Clients and Shareholders.

For and on behalf of the Board of Directors

SD/-
Gopal Dave
DIN : 00334120

---

Mar 31, 2015

The Directors take pleasure in presenting the Twenty first Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31st March 2015.

FINANCIAL RESULTS

Financial results of the company during the year vis-a-vis previous year are as follows: - (Rs. In Lacs)

Year Ended Year Ended 31.03.2015 31.03.2014

Total Income 721.26 838.10

Profit ALoss) before Depreciation and Tax 720.25 844.58

Less: Depreciation 1.05 0.29

Profit ALoss) before Tax (0.04) (6.77)

Less: Provision for Income Tax O.00 0.17

Profit ALoss) after TaX (0.04) (6.94)

Balance brought forward from previous years (47.74) (40.80)

Balance carried to Balance Sheet (47.78) (47.74)

DIVIDEND

In view of insufficient profit and brought forward losses, the directors do not recommend any dividend for the year ended March, 31,2015.

PERFORMANCE

The company is mainly engaged into investment and finance activities. During the year under review, the total revenues for the year were Rs. 721.26 lacs, as compared to Rs. 838.10 lacs last year. Company has reported net loss for the year at Rs.0.04 lacs as compare to Rs. 6.77 lacs last year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT A. INDUSTRY STRUTURE & DEVELOPMENT

Due to one party government at the centre and initiatives like "MAKE IN INDIA" India's growth story got a boost with the rebasing of GDP data. Based on the new series, the Real GDP growth stands at 7.4%in F. Y. 2014-15 and 6.9%in FY2013-14 i.e. approximately 180 bps higher than earlier estimates. While the data shows that growth recovery has been swift and substantial, several on-ground indicators like growth in industrial output, credit and net tax revenues suggest that activity is still sub-par. Non-Banking Financial Companies ("NBFCs") in India, have evolved over the last fifty years to emerge as notable alternate sources of credit intermediation, especially for the last mile credit delivery. Regulation of the NBFC sector over the last decade and a half has been incremental. As and when risks have been detected, they were sought to be addressed. RBI has taken major step in F.Y. 2014-15 to align asset classification norms with that of banks ( 90 days norms phased in over 3 years). Higher standard asset provisioning has been put in place (0.40% against the existing 0.25% phased in over 3 years). The sector will report higher NPAs in the initial period, however, the sector as a whole will emerge stronger after the implementation of these initiatives.

The year ahead will be challenging on the credit quality front. However, if the government and private spending revive, partially assisted by interest rate cuts, FY 2015-16 could witness an improvement in asset quality and growth.

B. OPPORTUNITY & TREATS

A significant proportion of the Indian population still languishes outside the periphery of formal channels of financial services. This is both a challenge and an opportunity. It is a challenge, because India's financial architecture needs to be strengthened with urgency to reinforce the message of inclusiveness. It is an opportunity, because the NBFC sector can play a pivotal role in India's economic development by meeting the credit requirements of Indian corporate and a wide cross section of population. NBFC players have already focused on enhancing their financial products and services.

The Reserve Bank of India's enhancement of the credit limits through securitization transactions for both banks and NBFCs shall provide better opportunities to NBFCs meet their ongoing capital/funding requirements.

Growth of the Company's asset book, quality of assets and ability to raise funds depend significantly on the economy.

Unfavorable events in the Indian economy can affect consumer sentiment and in turn impact consumer decision to purchase financial products. Competition from a broad range of financial services providers, unstable political environment and changes in Government policy/ regulatory framework could impact the Company's operation.

C. RISKS AND CONCERNS

Your Company is subject to both internal and external risk. External risk due to fluctuation in interest rates, market volatility and decline in foreign exchange reserves etc. Internal factors including investment in specific projects, NPA's in portfolio, upcoming changes in rules and regulation governing the industry, contingent liabilities etc.

Your Company has directed its effort towards risk management by employing the expertise people and technology to mitigate the risks affecting the growth and profitability of the Company. The Company is constantly engaged in innovating its methods and procedures of risk management.

D. OUTLOOK

Today, India has vibrant NBFC sector and industry players have established an identity of their own, with presence in niche market segments. NBFCs have registered steady and consistent growth by maintaining a strong through-the -cycle operating performance, stable asset quality, adequate capital buffers and diversified funding profits.

NBFCs are likely to sustain a steady growth, owing to their capability for product innovation and high customer reach. Moreover, increased income in the semi-urban and rural markets is also expected to drive industry demand. There is a recent surge in economic activities with stalled projects getting clearances and growing prospects of investment revival. Such a scenario is expected to drive credit demand and augurs well for the industry as a whole.

E. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Control measures and systems are established to ensure the correctness of the transactions and safe guarding of the assets. Considering the size and nature of activities, the company has adequate internal control system covering both accounting and administrative control. In addition the internal audit is carried out periodically. The management ensuring an effective internal control system so that the financial statements and reports give a true and fair view.

F. HUMAN RESOURCES

The company always regards human resources as its most valuable asset and continuously evolves policies and process to attract and retain its substantial pool of managerial resources through friendly work environment that encourages initiatives by individuals and recognizes their performance.

G. CAUTIONARY NOTE

Certain Statements in the Management Discussion and Analysis describing the company's views about the industry, expectations, objectives, etc may be understood 'forward looking statement' within the meaning of applicable laws and regulations. Factors like changes in Government regulations, tax laws and other factors such as industrial relations and economic developments etc. may further influence the company's operations or performance. Actual results may differ substantially or materially from those expressed or implied.

DIRECTOR'S In accordance with the provisions of section 152 of the Companies Act, 2013 Mr. Jayesh Jain, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment. Pursuant to Clause 49 of the Listing Agreement, the background of the Director proposed to be appointed/ re-appointed at the annual General Meeting is given in the Corporate Governance report.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the year four Board Meetings were convened and 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.

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 appointment and Remuneration Policy is stated in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DHTECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

INDEPENDENT Detectors MEETING

During the year under review, the independent Directors of the Company met on January 15, 2015 inter-alia, to discuss:

a) Evaluation of performance of Non-independent Directors and the Board of Directors of the Company as a whole.

b) Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non Executive Directors.

c) Evaluation of the quantity, content and timelines of flow of information between the Management and the board that is necessary for the Board to effectively and reasonably perform its duties.

INDUCTION AND TRAINING OF THE BOARD MEMBERS

Directors are issued a detailed appointment letter which inter alia sets out terms of appointment, duties, responsibilities etc. of such director. Each independent director of the Company on appointment is given such letter of appointment and also briefed by the Managing Director/ Executive Director about the nature of business of the Company, its finances, operations etc. The Compliance Officer of the company also assists the Independent Director in understanding their statutory duties, obligations and responsibilities as a Director/ Independent Director of the Company.

EVALUATION OF PERMORMANCE OF THE BOATRD MEMBERS

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the evaluation of the performance of the Board as well as of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee has been carried out.

The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-independent Directors was carried out by the Independent Directors.

BOARD COMMITTEES

The Board of Directors of your Company had already constituted various Committees in compliance with the provisions of the Companies Act, 2013 /Listing Agreement viz. Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Finance Committee.

During the year under review, in compliance with the provisions of Clause 49 of the Listing Agreement, The board had also constituted the Risk Management Committee.

All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of reference / role of the Committees are taken by the Board of Directors.

Details of the role and composition of these Committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Section of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 your directors confirm that:-

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

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 as at March 31, 2015 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 were operating effectively

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186(ll)(a) of the Companies Act,2013 (the 'Act') read with Rule 11(2) of the Companies (Meetings of Board and its Powers) Rules, 2014, the loan made, guarantee given or security provided in the ordinary course of business by a Non- Banking Financial Company (NBFC) registered with Reserve Bank of India are exempt from the applicability of provisions of Section 186 of the Act.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are 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 large.

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The company in order to maintain highest standards of ethical, moral and legal conduct, adopted Vigil Mechanism/Whistle Blower policy to provide an avenue to its employees to raise concerns of any violations of legal or regulatory requirements, incorrect or misrepresentations of any financial statements and reports, etc. The Audit committee of the company oversees the said mechanism from time to time. None of the Company personnel has been denied access to the Audit Committee.

RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

STATUTORY AUDITORS

The Shareholders at their 20th Annual General Meeting held on 30th September 2014 had approved appointment of M/s. MVK Associates, Chartered Accountants, as the Auditors of the Company for a term of consecutive three years, subject to ratification by the shareholders every year, as per the provisions of section 139 of the companies act 2013 read with Rules made there under. Accordingly ratification of the members for the appointment of M/s. MVK Associates, Chartered Accountants as the Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting is being obtained at the ensuing Annual General Meeting.

The Company has obtained a written consent from the Auditors to such continued appointment and also a certificate from them to the effect that their appointment, if ratified, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made there under, as may be applicable.

AUDITORS' REPORT

The Auditors' Report to the members on the Accounts of the Company for the financial year ended March 31, 2015 does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed R N Gupta & Co., Practicing Company secretary to conduct the Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit report is annexed herewith as Annexure-1 to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to the company.

PARTICULARS OF EMPLOYEES:

The information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached herewith as Annexure-2. There are no employees covered under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of whom particulars are required to be furnished.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is annexed herewith as Annexure-3 to this Report.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS IF ANY

There are no significant or material orders passed by the Regulators / courts which would impact the going concern status of the Company and its operations.

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

Pursuant to the requirement under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

i. The company has no activity involving conservation of energy or technology. ii. Foreign exchange earning Rs. Nil. iii. Foreign Exchange outgo: Rs. Nil

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place as Anti Harassment policy in line with the requirements of The sexual harassment of women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, company has not received any Sexual Harassment Complaints.

INTERNAL CONTROL SYSTEM AND Theft ADEQUACY

The Company has Internal Control Systems, commensurate with the size, scale and complexity of its operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies within the Company. Based on the report of internal audit function process, owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant observations and corrective actions thereon are presented to the Audit Committee from time to time.

SHARES

a) The Company has not bought back any of its securities during the year under review.

b) The Company has not issued any Sweat Equity Shares during the year under review.

c) No Bonus Shares were issued during the year under review.

EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

RBI GUIDELINES

The company continues to comply with all the requirements prescribed by the reserve Bank of India from time to time as applicable.

ACKNOWLEDGEMENT

The Directors takes this opportunity to thank all their colleagues at Explicit Finance Ltd. for their professionalism and dedication to the task at hand. The board also wishes to place on record their appreciation for valuable support given by the Bankers, Clients and Shareholders.

For and on behalf of the Board of Directors

Swati Dave

Mumbai, dated 12th August 2015 Managing Director

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Mar 31, 2014

Dear members,

The Directors are presenting the Twentieth Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31st March 2014.

FINANCIAL RESULTS

Financial results of the company during the year vis-a-vis previous year are as follows: -

(Rs. In Lacs)

Year Ended Year Ended 31.03.2014 31.03.2013

Total Income 838.10 211.11

Profit/(Loss) before Depreciation (6.48) (1.83) and Tax

Less: Depreciation 0.29 0.44

Profit/(Loss) before Tax (6.77) (2.27)

Less: Provision for Income Tax 0.17 0.05

Profit/(Loss) after Tax (6.94) (2.32)

Balance brought forward from (40.79) (38.47) previous years

Balance carried to Balance Sheet (47.75) (40.79)

DIVIDEND

In view of brought forward losses, the directors do not recommend any dividend for the year ended 31st March, 2014.

PERFORMANCE

The company is mainly engaged into investment and finance activities. Over the reporting period, the total income of the company has increased to Rs. 838.10 lacs from Rs. 211.11 lacs in the previous financial year. The growth performance for financial year 2013-14 was affected by global economic and financial challenges all around the world including India. Henceforth every sector and company''s performance and profitability suffered. The capital spending was at lower side. The company has incurred net loss of Rs. 6.94 during the year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A. INDUSTRY STRUTURE & DEVELOPMENT

For several years, NBFCs have rapidly emerged as an important segment of the Indian Financial System. The sector is now being recognized as complementary to the banking sector due to the implementation of innovative marketing strategies, introduction of tailor made products, customer-oriented services, attractive rates of return on deposits and simplified procedures. If fact, NBFCs have emerged as a powerful force for financial inclusion in India, serving the bottom of the pyramid rural clients. The financial year 2013-14 witnessed a gradual recovery of the global economy, although the pace has tended to be uneven and prone to uncertainties. At the same time, there has been a distinct change in the pattern of recovery.

B. OPPORTUNITY & TREATS

Your Company is mainly engaged in the business of Finance and Investment in Capital Market. Business opportunities for Finance Companies are enormous as the new areas and segments are being explored. There is a large scope of small size Finance & Investment Companies like ours, for certain segment of customers, which remain unserved by Banks and large size Investment & Finance Companies.

The major threat being faced by Investment & Finance Companies are frequent regulatory changes, Interest Rate hikes by RBI, high Inflation, aggressive marketing of banks and volatility in global equity and commodity market.

C. RISKS AND CONCERNS

Your company''s performance to a large extent depends upon scenario of the capital markets, finance scenario, RBI policies, industry performance and the general economic outlook of the country. The volatility in the stock Market, rate of interest and GDP would affect the profitability of the company.

D. OUTLOOK

NBFCs are characterized by their ability to provide niche financial services in the Indian economy. Because of their relative organizational flexibility leading to a better response mechanism, they are of tenable to provide tailor-made services relatively faster than banks. This enables them to build up a clientele that ranges from small borrowers to establishedcorporate. NBFCs have often been leaders in financial innovations, which are capable of enhancing the functional efficiency of the financial system.

In the long term, given the outlook for continued growth and wealth-creation in India, we continue to believe corporate profits and equity market performance will warrant continued interest from Indian institutional investors and foreign investors also.

E. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Control measures and systems are established to ensure the correctness of the transactions and safe guarding of the assets. Considering the size and nature of activities, the company has adequate internal control system covering both accounting and administrative control. In addition the internal audit is carried out periodically. The management ensuring an effective internal control system so that the financial statements and reports give a true and fair view.

F. HUMAN RESOURCES

The company always regards human resources as its most valuable asset and continuously evolves policies and process to attract and retain its substantial pool of managerial resources through friendly work environment that encourages initiatives by individuals and recognizes their performance.

G. CAUTIONARY NOTE

Certain Statements in the Management Discussion and Analysis describing the company''s views about the industry, expectations, objectives, etc may be understood ''forward looking statement'' within the meaning of applicable laws and regulations. Factors like changes in Government regulations, tax laws and other factors such as industrial relations and economic developments etc. may further influence the company''s operations or performance. Actual results may differ substantially or materially from those expressed or implied.

CORPORATE GOVERNANCE

As a Listed Company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchanges. A report on the Corporate Governance together with a certificate of compliance from the Auditors, forms part of this report.

PUBLIC DEPOSITS

The company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and/or rules framed there under.

SHARE CAPITAL

Your company has not made any allotment during the year and hence forth there is no change in the Share Capital of the Company.

DIRECTORS

Pursuant to the provisions of Sections 149(13) and 152 of the Companies Act, 2013 Independent Directors of the Company are not liable to retire by rotation. The term of office of Independent Director is five consecutive years on the Board of the Company, but they will be eligible for re-appointment on passing the Special Resolution for another term of five years. Hence all the Independent Directors of the Company will be appointed for a term of Five years commencing from September 30, 2014 to September 29, 2019.

Pursuant to the provisions of Companies Act, 2013 Mrs. Swati Dave was appointed as an Additional Non-Executive Woman Director of the Company w.e.f. August 8, 2014 liable to retire by rotation.

The Company has received notices under Section 160 of the Companies Act, 2013 from Members of the Company with requisite deposit signifying their intention to propose Mr. Jayesh Jain, Mr. Deepak Oza and Mrs. Swati Dave as Directors of the Company.

The above appointment / re-appointment forms part of the notice convening the Annual General Meeting and the resolutions are recommended for your approval. Brief resume of the Directors proposed to be appointed and reappointed and other information as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is given in Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

* That in the preparation of annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

* That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

* That the directors have taken proper and sufficient care 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;

* That the directors have prepared the accounts for the financial year ended 31st March 2014 on a ‘going concern'' basis.

STATUTORY AUDITORS

M/s. MVK Associates, Chartered Accountants, having Firm registration no. 120222W the Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under the provisions of the Companies Act, 2013 and also that their firm is not disqualified within the meaning of Section 141 of the Companies Act, 2013, for such appointment.

The Board of Directors therefore recommends the appointment of M/s. MVK Associates, Chartered Accountants as Statutory Auditors of the Company for the financial year 2014-2015 for the approval of the members.

RBI GUIDELINES

The company continues to comply with all the requirements prescribed by the Reserve Bank of India from time to time as applicable to it.

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

Pursuant to the requirement under section 217(1)(e) of the Companies Act 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988.

a) The Company has no activity involving conservation of energy or technology absorption.

b) Foreign exchange earnings Rs. Nil.

c) Foreign exchange Outgo: Rs. Nil.

THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975 AS AMENDED

There is no employee covered pursuant to Section 217(2A) of the companies Act, 1956 in respect of whom particulars are required to be furnished.

ACKNOWLEDGEMENT

The Directors take the opportunity to thanks all its colleagues at Upsurge Investment & Finance Ltd. for their professionalism and dedication to the task at hand. The Board also wishes to place on record its appreciation for valuable support given by the Bankers, Clients and Shareholders.

By Order of the Board of Directors

Gopal Dave Managing Director

REGD OFFICE:

305, Sohan Commercial Plaza, Vasai (E), Thane -401210

Dated: August 25, 2014

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Mar 31, 2010

The Directors have pleasure in presenting the SIXTEENTH Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31st March 2010.

FINANCIAL RESULTS

Financial results of the company during the year vis-a-vis previous year are as follows: -

(Rs. In Lacs)

Year Ended Year Ended

31.03.2010 31.03.2009

Total Income 100423 20079

Profit / (loss) before Depreciation and Tax 247 148

Less:Depreciation 0.49 0.61

Profit / (loss) before Tax 198 0.87

Less-" Provision for Income Tax & FBT 064 0.41

Profit / (loss) after Tax 135 0.46

Balance brought forward from previous years (4156) (4198)

Transfer to Statutory Reserve - -

Balance carried to Balance Sheet (4276) (4156)

DIVIDEND

In view of brought forward losses, the directors do not recommend any dividend for the year ended

31st March, 2010.

PERFORMANCE

Fiscal 2010 has been a year of renewal of confidence and optimism in the Indian Economy, as it has rebounded strongly from the impact of the global financial crisis and demonstrated its inherent strength and growth potential. Indias resilience has been admirable as it demonstrated that a domestic consumption driven economy is more immune to the vagaries of global uncertainties.

Looking at the performance for the year, the profit after tax has increased to Rs. 1.35 lacs in 2010 against profit of Rs. 0.46 lacs in the last year.

CORPORATE GOVERNANCE

As a Listed Company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchanges. A report on the Corporate Governance together with a certificate of compliance from the Auditors, forms part of this report.

PUBLIC DEPOSITS

The company has not accepted any deposits within the meaning of Section 58A of Companies Act,

1956 and/or rules framed there under.

DIRECTORS

Sarvashri Avinash Mainkar and Satish Pai retire by rotation in accordance with the provision of the Companies Act, 1956 and the Articles of Association of the Company and being eligible, offer themselves for re appointment.

DIRECTORS RESPONSIBILITY STATEMENT

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

.That in the preparation of annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

.That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

.That the directors have taken proper and sufficient care 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;

. That the directors have prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

STATUTORY AUDITORS

M/s MVK Associates, Chartered Accountants Auditors of the company, retire from the office of the Auditors at the ensuing Annual General Meeting and being eligible have given a certificate in accordance with the provisions of section 224 (l-B) of the Companies Act, 1956. The Board recommends the re-appointment of M/s. MVK Associates, Chartered Accountants as the Auditors.

PARTICULARS OF EMPLOYEES

There is no employee covered pursuant to Section 217(2A) of the companies Act, 1956 read with

the Companies (Particulars of Employees) Rules 1975 as amended.

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

In view of the nature of activities are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, concerning conservation of energy and research and development and technology absorption respectively are not applicable to the Company

FOREIGN EXCHANGE EARNING AND OUTGO

Earnings : Nil Outgo : Nil

ACKNOWLEDGEMENT

The Directors takes this opportunity to thanks all its colleagues at Explicit Finance Ltd. for then- professionalism and dedication to the task at hand. The board also wishes to place on record its appreciation for valuable support given by the Bankers, Clients and Shareholders.

For and on behalf of the Board of Directors

Gopal Dave

Mumbai 1st September 2010 Director