Directors Report of Finkurve Financial Services Ltd.

Mar 31, 2025

Your directors take the pleasure in presenting the 41^st Annual Report together with Audited Financial
Statements of the Company along with Auditor''s Report thereon for the financial year ended 31^st
March, 2025.

1. FINANCIAL SUMMARY

The summary of the Company’s financial performance, for the financial year (“FY”) 2024-25 and FY
2023-24 is given below:

(As per TND-AS) (? in Lakhs )

Particulars	2024-25	2023-24
Total Revenue	14,105.90	9,026.69
Less: Total Expenses	11,744	6,904.69
Add: Share of Profit/ (Loss) of Associates	-	-
Profit/ (Loss) before taxation	2,361.90	2,121.99
Less: Tax Expense	621.18	514.87
Profit/ (Loss) After Tax	1,740.73	1,607.13
Other Comprehensive Income	(17.13)	(1.27)
Total comprehensive income for the year	1,723.60	1,605.86

2. BUSINESS OVERVIEW:

Your Company is majorly in the business of providing loan against jewellery via its widespread
network of branches all over India. The Company is aggressively expanding its presence in various
locations for its Gold Loan Product. Complementing the Company’s core Gold Loan business, its
Non-Gold Loan business offerings continued to gain traction with its unsecured consumer loans, short
term / long term inter corporate loans, etc playing a pivotal role in diversifying the Company’s
consolidated loan portfolio. The Board is in constant search for new business avenues which can be
taken with the existing business.

3. BUSINESS PERFORMANCE:

Your Company witnessed continuous growth and consistent performance in FY 24-25. The key
financial performance indicators for the year are as follows:

• The total revenue of the Company surged to Rs. 14,105.90 Lakhs, marking a remarkable growth of
Rs. 5,079.21 Lakhs as compared to Rs. 9026.69 Lakhs in the previous year.

• The profit before tax of the Company was Rs. 2,361.90 Lakhs as compared to Rs. 2,121.99 Lakhs in
the previous year

• The net profit of the Company rose from Rs. 1,607.13 Lakhs to Rs. 1,740.13 Lakhs showcasing a
substantial growth of Rs. 133 Lakhs.

During the year, the Company continued the expansion of its lending business and added new
branches for better performance in the upcoming years.

4. SCALE BASED REGULATIONS

The Company complies with the Master Direction - Reserve Bank of India (Non-Banking Financial
Company - Scale Based Regulation) Directions, 2023 and all the applicable laws, regulations,
guidelines, etc. prescribed by RBI from time to time. The Company is identified as NBFC-Base Layer
under the Scale Based Regulation. With an endeavour to further strengthen the compliance culture
across business and functions, an integrated compliance framework has been put in place which
would be enhanced from time to time.

5. SHARE CAPITAL:

a. Authorised Share Capital:

During the financial year, your Company in its meeting held on January 8, 2025 has increased its
Authorized Share Capital from existing Rs 14,00,00,000/- (Rupees Fourteen Crore Only) divided
into 14,00,00,000 (Fourteen Crore ) Equity Shares of ? 1/- each to ? 17,00,00,000/- (Rupees
Seventeen Crore Only) divided into 17,00,00,000/- (Seventeen Crore) Equity Shares of ? 1/- each
(Rupee One Only).

b. Paid-up Share Capital:

During the year under review, the Company, in its meeting held on November 5, 2024 allotted
50,408 Equity Shares under the Finkurve ESOP Plan (Finkurve ESOP 2018). Pursuant to this
allotment, the paid-up share capital of the Company increased from ? 12,69,58,198/- (Rupees
Twelve Crore Sixty-Nine Lakhs Fifty Eight Thousand One Hundred and Eighty Nine) to ?
12,69,08,606/- (Rupees Twelve Crore Sixty-Nine Lakhs Eight Thousand Six Hundred and Six)
divided into 12,69,08,606/- (Rupees Twelve Crore Sixty-Nine Lakhs Eight Thousand Six Hundred
and Six Equity Shares of 1/- each (Rupee One Only).

Changes after the end of the Financial Year:

Preferential Allotment:

Your Company, via resolution passed by circulation on May 21, 2025, has allotted 49,69,000
Equity Shares having Face Value of Rs. 1/- each fully paid up for cash, at an issue price of Rs. 78/-
(Rupees Seventy-Eight Only) including premium of Rs. 77/- (Rupees Seventy-Seven Only) each
per Equity Share and via resolution passed by circulation on May 27, 2025 has allotted 80,44,100
Equity Shares having a Face Value of Rs. 1/- each fully paid up for cash, at an issue price of Rs.
78/- (Rupees Seventy-Eight Only) including premium of Rs. 77/- (Rupees Seventy-Seven Only)
each per Equity Share to Non-Promoter individuals on preferential basis.

Non-Equity Capital:

Warrants:

Your Company, via resolution passed by circulation on May 29, 2025 issued and allotted
51,28,105 convertible warrants (each warrant to be converted into (01) One Equity Share having
Face Value of Rs. 1 each ) at an issue price of Rs. 78/- each (Rupees Seventy-Eight only) including
warrant subscription price of Rs. 19.5 per warrant entitling the warrant holder to exercise the
option within a period of 18 months from the date of allotment aggregating to Rs. 39,99,92,190/-
(Rupees Thirty-Nine Crore Ninety-Nine Lakhs Ninety-Two Thousand One Hundred Ninety Only)
on preferential basis to the persons belonging to the Promoter category.

6. EMPLOYEE STOCK OPTIONS:

During the financial year, your Company in its meeting held on November 5, 2024, allotted 50,408
Equity Shares having a Face Value of 1/- each under Finkurve ESOP Plan 2018 scheme at an Exercise
Price of 27/- each by the employee of the Company.

The Company has implemented an ESOP scheme called Finkurve ESOP Plan (Finkurve ESOP 2018)
in accordance with Securities Exchange Board of India (Share Based Employees Benefits), 2014 for
grant of stock options to eligible employees of the Company and its Subsidiary (if any). The
Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia,
administers and monitors the Employee Stock Options Scheme of the Company. During the year
under review, the Company has not granted any fresh options under Employee Stock Options Plan.

The ESOP Schemes are in compliance with the Act and SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 and the disclosures relating to the ESOP Schemes as required under
the abovementioned SEBI Regulations are available on the Company’s website,
https://www.arvog.com/investors.html.

Changes after the end of the Financial Year:

Employee Stock Option:

Your Company via resolution passed by circulation on May 27, 2025, has allotted 97,500 Equity
Shares having a Face Value of Rs. 1/- each at an Exercise Price of Rs 27/- per share under the
Finkurve ESOP Plan (Finkurve ESOP 2018).

Furthermore, your Company in its meeting held on May 29, 2025, granted 3,06,223 (Three Lakhs Six
Thousand Two Hundred and Twenty-Three) ESOPs convertible into equal number of Equity Shares
to the eligible employees of the Company at an Exercise Price of Rs. 76.8/- per share, in accordance
with the terms of said Finkurve ESOP Plan-2018.

Investor Education and Protection Fund

Investor Education and Protection Fund As per Section 124 and 125 of the Act read with the Investor
Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, any dividends
that remain unclaimed/ unpaid for a period of seven years will be transferred to the Investor Education
and Protection Fund (“IEPF”).

During the financial year 2024-25, the Company has not transferred any amount to Investor Education
and Protection Fund (“IEPF”).

7. RESOURCE MOBILIZATION/FUND RAISING

Non-Convertible Debentures

(a) Your Company has successfully completed the allotment and listing of three tranches of Non¬
Convertible Debentures through Private Placement during FY 2024-25 raising Rs. 4900
million.

(b) Your Company has allotment and listing of Non-Convertible Debentures through Private
Placement in its meeting held on August 13, 2025, via Electronic Bidding Platform raising Rs
210 million.

8. CREDIT RATING

The Company has credit rating as below:

Rating Agency	Instrument Type	Size of Issues (? Crore)	Rating/Outlook	Rating Action
Crisil Ratings Limited	Non-Convertible Debentures	100	BBB/Stable	Assigned
Crisil Ratings Limited	Fund Based Facilities	25	BBB/Stable	Rating reaffirmed
Infomerics Valuation and Rating Private Limited	Non-Convertible Debentures	7.50	IVR BBB / Stable	Rating reaffirmed
Infomerics Valuation and Rating Private Limited	Long term Facilities - Term loans	19.06 (Reduced from Rs. 25.00 crore)	IVR BBB / Stable	Rating reaffirmed
Infomerics Valuation and Rating Private Limited	Short term Facilities - Overdraft / Cash Credit	31.00 (Enhanced from Rs. 17.00 crore)	IVR A3	Rating reaffirmed
Infomerics Valuation and Rating Private Limited	Long Term/ Short Term Facilities - Proposed	35.14 (Reduced from Rs. 50.50 crore)	IVR BBB / Stable; IVR A3	Rating reaffirmed

9. SUBSIDIARIES/ASSOCIATES/JOINT VENTURES:

The Company does not have any subsidiary, associate or joint venture company as on year end.

10. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there has been no change in the nature of business of the Company.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(a) Change in Designation

Based on the recommendation of the Nomination and Remuneration Committee and in accordance
with the provisions of the Companies Act, 2013, Regulations of SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 and the Articles of Association of the Company, there
was a change in designation of Mr. Priyank Kothari (DIN: 07676104), from Non-Executive Non¬
Independent Director to Whole-Time Director with effect from August 29, 2024 to August 28, 2029.

(b) Appointments

Based on the recommendation of the Nomination and Remuneration Committee, Board has
considered and approved the appointment of Mr. Himadri Bhattacharya (DIN: 02331474) as an
Additional, Non-Executive Independent Director of the Company for term of Five (05) Years
effective November 14, 2024, to November 31, 2029.

Based on the recommendation of the Nomination and Remuneration Committee, Board has
considered and approved the appointment of Mr. Cavale Narayanarao Raghupathi (DIN: 08846510)
as an Additional, Non-Executive Independent Director of the Company for term of Five (05) Years
effective November 14, 2024, to November 31, 2029.

Based on the recommendation of the Nomination and Remuneration Committee, Board has
considered and approved the appointment of Mrs. Aastha Vishal Solanki (DIN: 10667741) as a Non¬
Executive Independent Director of the Company for term of Five (05) Years effective 30th June, 2024
to 29th June, 2029.

(c) Cessation

During the year under review, Mrs. Riddhi Kamlesh Tilwani (DIN: 06910038) Independent Director
of the Company, ceased to be a Director due to expiry of her term of Ten (10) years term i.e. Two
(02) terms of Five (05) Years each as an Independent Director of the Company w.e.f. the close of
business hours of June 30, 2024. Board places on record its sincere appreciation for the support and
guidance provided by her during her tenure.

(d) Resignation

During the year under review, Mr. Dharmesh Lalitkumar Trivedi (DIN: 03619491) Independent
Director of the Company, resigned from his position due to personal reasons and professional
commitments w.e.f. close of business hours of November 14, 2024.

(e) Liable to retire by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the
Company, Mr. Ketan Kothari (DIN: 00230725), Director of the Company who retires by rotation and
being eligible, offer himself for re-appointment.

Your Board and the Nomination and Remuneration Committee has evaluated the eligibility criteria
under RBI guidelines, the Act and Listing Regulations, of all directors seeking appointment / re¬
appointment at the ensuing Annual General Meeting and has recommended the appointment / re¬
appointments. Your Board believes that the proposal for appointment / re-appointment of Directors
will have the support of shareholders

Key Managerial Personnel:

During the year under review, there has been no change in the Key Managerial Personnel of the
Company.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel
of the Company were as follows:

Sr No.	Name	Designation
1.	Mr. Priyank Kothari	Wholetime Director
2.	Mr. Narendra Jain	Wholetime Director
2.	Mr. Amit Shroff	Chief Executive Officer
3.	Mr. Aakash Jain	Chief Financial Officer
4.	Mr. Sunny Parekh	Company Secretary & Compliance Officer

Changes after the end of Financial Year:

Cessation:

Mr. Narendra Champalal Jain (DIN: 06910038) has ceased to be a Whole-Time Director of the
Company, w.e.f. the close of business hours of August 30, 2025. This cessation is consequent to the
completion of his Five (05) years as a Whole-Time Director of the Company.

Resignation:

After the end of financial year, Mr. Sunny Parekh (A32611) Company Secretary & Compliance
Officer of the Company, resigned from his position due to personal reasons and professional
commitments w.e.f. close of business hours of May 31, 2025.

Appointment:

Based on the recommendation of the Nomination and Remuneration Committee, Board has
considered and approved the appointment of Mrs. Kajal Parmar (A65484) as Company Secretary &
Compliance Officer of the Company effective June 1, 2025.

The Key Managerial Personnel of the Company as on September 5, 2025, are as follows:

Sr No.	Name	Designation
1.	Mr. Priyank Kothari	Wholetime Director
2.	Mr. Amit Shroff	Chief Executive Officer
3.	Mr. Aakash Jain	Chief Financial Officer
4.	Mrs. Kajal Parmar	Company Secretary & Compliance Officer

12. NUMBER OF MEETING OF BOARD:

During the year 20(Twenty) Board Meetings were held i.e on April 3, 2024, May 15, 2024, June 26,
2024, June 28, 2024, July 9, 2024, August 2, 2024, August 5, 2024, August 14, 2024, August 29,
2024, October 3, 2024, October 10, 2024, October 23, 2024, November 5, 2024, November 14, 2024,

December 16, 2024, December 18, 2024, January 23, 2025, January 24, 2025, February 2, 2025,
February 7, 2025.

The particulars of attendance of Directors are as under:

Sr. No.	Name of Director	Number of Board Meetings attended
1	Mr. Ketan Bhawarlal Kothari	19 out of 20
2	Mr. Priyank Rakesh Kothari	18 out of 20
3.	Mr. Narendra Champalal Jain	20 out of 20
4.	Mr. Nishant Tolchand Ranka	18 out of 20
5.	Mrs. Riddhi Kamlesh Tilwani (up to June 26 , 2024)	3 out of 3
6.	Mr. Dharmesh Trivedi (up to November 14, 2024)	12 out of 14
7.	Mr. Himadri Bhattacharya (w.e.f. November 14, 2024)	6 out of 6
8.	Mr. Cavale Narayanarao Raghupathi (w.e.f. November 14, 2024)	3 out of 6
9.	Mrs. Aastha Vishal Solanki (w.e.f. June 26, 2024)	15 out of 17

13. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to
Director''s Responsibility Statement, it is hereby confirmed that:

a) In preparation of the annual accounts, the applicable Accounting Standards had been followed
along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company
for that period;

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

d) The directors had prepared the annual accounts for the Financial Year 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.

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

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any
instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee
under Section 143 (12) of the Act, the details of which need to be mentioned in this report.

15. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER
SECTION 149(6):

The Independent Directors have submitted necessary disclosures that they meet the criteria of
independence as provided under Section 149(6) of the Act and Regulation 16 (1) (b) of the SEBI
Listing Regulations. In the opinion of the Board, there has been no change in the circumstances which
may affect their status as Independent Directors of the Company and the Board is satisfied of the
integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and
applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section
150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as
amended, Independent Directors of the Company have included their names in the data bank of
Independent Directors maintained with the Indian Institute of Corporate Affairs.

During the year under review, the non-executive directors of the Company had no pecuniary
relationship or transactions with the Company other than the sitting fees, commission, if any and
reimbursement of expenses incurred by the for the purpose of attending the meetings of the Board or
Committees of the Company.

16. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees)
Rules, 1975 in respect of employees of the Company and directors have been appended as “Annexure
- I” to this report.

17. ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual Return of the Company prepared as per Section
92(3) of the Act for the financial year ended March 31, 2025, is hosted on the website of the Company
and can be accessed at https://www.arvog.com/investor/

18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186
OF THE ACT:

Pursuant to Section 186(11) (a) of 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 by your Company
forms part of this report. During the year under review, the disclosures on particulars relating to loans,
advances, guarantees and investments are provided as part of the financial statements.

19. PARTICULARS OF CONTRACTS AND ARRANGEMENTS MADE WITH RELATED
PARTIES:

The Board of Directors has approved the policy on transactions with related parties (“RPT Policy”),
pursuant to the recommendation of the Audit Committee. In line with the requirements of the Act,
RBI regulations and the SEBI Listing Regulations, the Company has formulated the RPT Policy. The
RPT Policy intends to ensure that proper reporting, approval and disclosure processes are in place for
all transactions between the Company and the related parties. The policy provides for identification of
RPTs, necessary approvals by the Audit Committee/ Board /Shareholders, reporting and disclosure
requirements in compliance with the Act and provisions of the SEBI Listing Regulations. All related
party transactions were placed before the Audit Committee for review on a quarterly basis.

All related party transactions that were entered into during financial year were on an arm’s length
basis and in the ordinary course of business and disclosed in the Financial Statements. There were no
materially significant related party transactions entered into by the Company with Promoters,
Directors, KMPs or body corporate(s), which had a potential conflict with the interest of the Company
at large that required approval of shareholders as required under Chapter IV of SEBI Listing
Regulations. Pursuant to provisions of Section 188(1) of the Act, Form AOC-2 is attached to this
report as Annexure II.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been
disclosed in the notes to the financial statements forming part of this Annual Report 2024-25. To
identify and monitor significant Related Party Transactions, the Company has also framed a policy on
the Related Party Transactions and the same is available on the Company''s website i.e.,
www.arvog.com.

20. DIVIDEND:

With a view to conserve the reserves of the Company, your directors are not recommending any
payment on account of dividend.

21. TRANSFER TO RESERVES:

Your Board of Directors has transferred an amount of Rs. 1642.51 to the statutory reserve maintained
under Section 45 IC of the Reserve Bank of India Act, 1934. Further, the balance amount of profit for
the year under review has been carried forward to the Statement of Profit and Loss.

22. MATERIAL CHANGES AND COMMITEMENT, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company occurred from
the end of the previous financial year till the date of this report.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

(a) CONSERVATION OF ENERGY

The need for adoption of clean technology, improving end-use efficiency and diversifying energy bases,
etc. have all been seriously considered by the Government of India and the country is poised for a
considerable increase in the use of renewable energy sources in its transition to a sustainable energy
base. Your Company being a Non-Banking Finance Company, has no activities involving conservation
of energy. However, adequate measures have been initiated across all branches of the Company to
reduce energy consumption as your Company is committed to sustainable business practices by
contributing to environment protection and considers energy conservation as one of the strong pillars of
preserving natural resources.

To this end, we have implemented several measures aimed at reducing energy consumption. Embracing
information technology has been instrumental in this endeavor, with initiatives such as scan-based
disbursements and paperless logins for loan applications. By leveraging technology, we not only
streamline our processes but also minimize our energy footprint.

Moreover, we are transitioning from desktops to laptops for our office/branches. This shift is significant
as laptops consume notably less electricity than desktop computers, contributing to tangible energy

savings. Additionally, we have retrofitted our head office and branches with energy-efficient LED
lights, a move that significantly reduces electricity usage compared to conventional CFL and
incandescent bulbs.

By embracing these initiatives, we not only demonstrate our dedication to environmental responsibility
but also underscore our commitment to sustainable operations.

(B) TECHNOLOGY ABSORPTION:

Over the years, your Company has been in the forefront in implementing latest information
technology and tools deploying wide spectrum of technological capabilities enabling digital
transformation by revamping the back end and enhancing the front-end experience for customers. Our
Company’s vast network of branches coupled with digital banking platforms have kept your Company
in the leadership position and enabled the Company to introduce more customer centric, intuitive &
seamless products and services enhancing our customer convenience.

(c) FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign exchange earnings and outgo during the Financial Year 2024-25.

Detailed report on conservation of energy, technology absorption and foreign exchange earnings and
outgo is attached to this report as Annexure III.

24. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY

Risk management forms an integral element of our business strategy. As a lending institution, we are
exposed to various risks that are related to our lending business and operating environment. Our
objective in risk management processes is to appreciate measure and monitor the various risks we are
subject to and to follow the policies and procedures to address these risks. The Company’s Risk
Management Committee of the Board of Directors constituted in accordance with the Reserve Bank
of India regulations has overall responsibility for overseeing the implementation of the Risk
Management Policy.

The committee meets at least once in a year to review the Risk Management practices. Risk
Management department periodically places its report to the committee for review. The committee’s
suggestions for improving the Risk Management Practices are implemented by the Risk Management
department. The primary responsibility for managing the various risks on a day to day basis will be
with the heads of the respective business units of the Company. The major types of risk we face are
collateral risk, operational risk, liquidity risk, market risk (which includes interest rate risk), Foreign
currency risk , Prepayment risk and Business cycle risk.

The framework visualizes empowerment of various Business Units at the operating level, with
technology as the key driver that enables identification and management of risks at place of
origination itself.

25. CORPORATE GOVERNANCE:

Your Company has complied with the Corporate Governance norms as stipulated in Chapter IV of
SEBI Listing Regulations read with RBI Circular: DOR.ACC.REC. No.20/21.04.018/2022- 23 dated
April 19, 2022. As per Regulation 34 of SEBI Listing Regulations and RBI circular, the detailed
report on Corporate Governance is attached to this Report as Annexure IV.

26. AUDITORS:

A. STATUTORY AUDITORS AND AUDITOR''S REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there
under, the current Auditors of the Company, M/s. P. D. Saraf & Co., Chartered Accountants having
FRN: 109241W were appointed by the Members at the 36th Annual General Meeting convened on
30th September, 2020, to hold office until the conclusion of the 41st Annual General Meeting to be
held in the year 2025.

The term of office of the Statutory Auditors M/s. P. D. Saraf & Co., Chartered Accountants having
FRN: 109241W is expiring at the ensuing Annual General Meeting. Board places on record its
gratitude for the exceptional professional services rendered and guidance provided by the Statutory
Auditors during their tenure.

The Board of Directors of the Company at its meeting held on September 5, 2025, based on the
recommendation of the Audit Committee, have recommended for appointment of M/s. Ladha Singhal
& Associates, Chartered Accountants having FRN: 120241W as the Statutory Auditors of the
Company for a term of 5 consecutive years. Accordingly, resolutions proposing appointment of M/s.
Ladha Singhal & Associates, Chartered Accountants as the Statutory Auditors of the Company for a
term of five years from the conclusion of 41^st Annual General Meeting till the conclusion of 46^th
Annual General Meeting of the Company to be held in the year 2030 are included in the Notice
calling the Annual General Meeting. The Audit Committee of the Company has evaluated the
eligibility criteria of the Statutory Auditors and has recommended their appointment as the statutory
auditors of the Company.

STATUTORY AUDITORS QUALIFICATION:

There are no qualification, reservation or adverse remarks made in the Statutory Auditors Report.

B. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an Audit for the financial year 2024-25 for all applicable compliances
as per SEBI Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial
Compliance Report was submitted to the stock exchanges within 60 days from the end of the financial
year and the same is available on the Company’s website at the weblink
https://www.arvog.com/ files/ugd/8d15b7 c119c0b6ef1346229c9d7870378119c5.pdf

C. INTERNAL AUDIT AND INTERNAL AUDITOR’S REPORT:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Rules made there under
and on the recommendation of the Audit Committee the current Internal Auditors of the Company,
M/s. Aadesh Shah & Associates, Chartered Accountants having FRN: 138515W were re-appointed by
the Board in the Meeting held on July 9, 2024 , for the Financial Year 2024-25. There are no
qualification, reservation or adverse remarks made in the Internal Auditors Report.

D. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the
services of Mr. Mayank Arora, proprietor of M/s. Mayank Arora & Co., Company Secretaries,
Mumbai (Membership. No. F10378 and COP No.: 13609) to conduct the Secretarial Audit of the
Company for the Financial year ended 31^st March, 2025.

SECRETARIAL AUDITORS’ QUALIFICATION:

The qualification in the Secretarial Compliance Report and Secretarial Audit Report for the year
ended 31^st March, 2025 and the reply of the Board of Directors to such qualifications are as under:

Sr. No.	Qualification/ Observation in the Secretarial Compliance Report and Secretarial Audit Report	Reply to the qualifications/ observations by the Board
1.	Pursuant to regulation 17(2A) of SEBI (LODR) Regulations, 2015 the Company was required to have one-third of its total strength or three directors, whichever is higher, including at least one independent director as the quorum of the meeting. However, in the Board Meeting dated 09/07/2024 & 02/08/2024, none of the Independent Directors were present and therefore BSE have imposed Penalty of Rs. 20,000/- which was duly paid by the Company and made good the default.	Company duly paid the penalty as levied by BSE. Further, the Company shall ensure to avoid any such non-compliance.
2.	During the year under review, the Company had received Administrative Warning from the Securities and Exchange Board of India (SEBI) vide its letter dated January 17, 2025 with reference to the grant of stock options to the employees of the Company on August 24, 2021 pursuant to the Finkurve Financial Services Ltd ESOP Plan 2018 approved by the shareholders of the Company on September 29, 2018. It was observed by SEBI that the aforesaid stock options were granted without first obtaining an in¬ principle approval for listing of shares from the stock exchange(s) where the Company was listed on. This was in contravention of Regulation 12(3) of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.	It may be noted that the in¬ principle listing approval from BSE was subsequently obtained during the financial year 2023-24, to which the event relates; however, the SEBI communication in respect of this matter was received in the financial year 2024-25.

27. ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE
INDIVIDUAL DIRECTORS AND COMMITTEES

In compliance with the regulatory requirements, the Board carried out an annual evaluation of its own
performance, its Committees, and of the individual Directors based on criteria and framework adopted
by the Board and in accordance with regulations

Based on that, performance evaluation has been undertaken. The Independent Directors of the
Company have also convened a separate meeting for this purpose.

28. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE
INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

The Board of Directors have evaluated the Independent Directors during the year 2024-25 and opined
that the integrity, expertise and experience (including proficiency) of the Independent Directors is
satisfactory.

29. PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of
Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit)
Rules, 2014 during the year under review. Hence, the requirement for furnishing details of deposits
which are not in compliance with the Chapter V of the Act is not applicable.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS:

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

31. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The focus areas of your Company’s CSR activities for FY 2024-25 include Healthcare, Education,
Livelihood, Rural & Slum Area Development, Skill Development, Environment, Protection of
National Heritage, Empowerment of Women and Senior Citizens, Animal Welfare, Sports, among
others, carried out mainly through our own branches and employees in all States and UTs.

The Company’s CSR policy is committed towards CSR activities as envisaged in Schedule VII of the
Act. The Details of CSR policy of the Company are available on the website of the Company at
www.arvog.com. The Annual Report on CSR activities under the format prescribed in “Annexure VI”
of the CSR Rules is annexed to this Report.

32. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:

The Company has put in place proper systems and procedures to detect and protect the Organizational
resources both tangible and intangible. The Company has also put in place the following to ensure the
adequacy of internal financial controls.

The Company has appointed Internal Auditors to check the Internal Controls and also check whether
the workflow of the Organization is in accordance with the approved policies of Financial Statements,
Internal Auditors present to the Audit Committee, the Internal Audit Report and Management
Comments on the Internal Audit observations.

The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with
respect to the operations of the Company. A report of Auditors pursuant to Section 143(3)(i) of the
Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the
Auditors Report.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, separate Section of this Annual Report includes details on the Management
Discussion and Analysis detailing the industry developments, segment wise/ product wise
performance and other matters as “Annexure VII”.

34. MAINTENANCE OF COST RECORDS AS MANDATED BY THE CENTRAL
GOVERNMENT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of
Section 148( 1) of the Act are not applicable for the business activities carried out by the Company

35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND COMPLIANCE WITH
MATERNITY BENEFIT ACT, 1961

The Company has zero tolerance towards sexual harassment and is committed to provide a safe
environment for all, which is achieved through well-established robust mechanism for redressal of
complaints reported under it. The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, (‘POSH Act’) and Rules provides protection against sexual
harassment of women and lays down the guidelines and timelines for the prevention and redressal of
complaints pertaining to sexual harassment. Accordingly, the Company has constituted Internal
Committee to redress complaints received regarding sexual harassment. All employees - permanent,
contractual, temporary and trainees are covered under this Policy.

The Company has in place the guidelines on prevention of Sexual Harassment at Workplace and a
formal process for dealing with complaints of sexual harassment, in compliance with aforesaid Act.
The Company ensures that all such complaints are resolved within defined timelines. Sexual

Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013 made
thereunder. Details of cases reported to Internal Complaints Committee during the financial year
2024-25 are as under:

Number of complaints pending at the beginning of the financial year 2024-25	0
Number of complaints filed during the financial year 2024-25	0
Number of complaints disposed of during the financial year 2024-25	0
Number of complaints pending as on end of the financial year 2024-25	0

The composition of Internal Complaints Committee is as per the following:

Sr No.	Name of the Member	Designation
1	Mrs. Sugandhi Ravi Kumar	Presiding Officer
2	Ms. Bharti Solanki	Member
3	Mr. Aakash Nemichand Jain	Member
4	Ms. Saily Ambavkar	External Member

Your Company demonstrates its commitment to well-being of women employees by complying with
the provisions of the Maternity Benefit Act, 1961.

36. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR
ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

The Company has initiated proceedings against M/s. Rao Edu Solutions Private Limited (CIN:
U80301MH2013PTC247740) in the capacity of Financial Creditor before the Hon’ble National
Company Law Tribunal (‘NCLT’) in Financial Year 2023-24 which has been duly admitted by
Hon’ble National Company Law Tribunal (‘NCLT’) and the same is currently pending before the
Resolution Professional.

The Company has not made any fresh applications under the Insolvency and Bankruptcy Code, 2016
during the Financial Year under review.

37. AUDIT COMMITTEE

Your Company has constituted an Audit Committee in accordance with the requirements of the
Companies Act, 2013, RBI directions, and SEBI Listing Regulations. Details on Audit committee,
terms of reference and meetings appear on the Report on Corporate Governance annexed to this
report. All recommendations of Audit Committee were accepted by your Board during the financial
year 2024-25.

The details pertaining to changes in the composition of the Audit Committee are included in the
Corporate Governance Report, which is a part of this report.

38. NOMINATION AND REMUNERATION POLICY:

Board of Directors of your Company, on the recommendation of Nomination and Remuneration
Committee, has formulated a policy for selection, appointment and remuneration of the directors,
senior management personnel as required under Section 178(3) of the Act. Terms of reference of the
Nomination and Remuneration Committee and other relevant details of Nomination and
Remuneration Committee are provided in the Corporate Governance Report circulated along with this
report.

The details pertaining to changes in the composition of the Nomination & Remuneration Committee
are included in the Corporate Governance Report, which is a part of this report.

39. LISTING FEES:

Equity Shares of your Company are listed on BSE Limited. Non- Convertible Debentures issued by
the Company through Private Placements are listed on BSE Limited. Your Company has paid
applicable listing fees to Stock Exchanges.

40. ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Company seeks to create an environment free of unfair practices and unethical conduct by laying
down the highest standards of conduct for its employees. The Company has in place the Whistle
Blower Policy which is periodically reviewed. The Policy provides a mechanism for employees
including directors, stakeholders of the Company to raise any issue concerning breach of any law,
statute or regulation, accounting policies and procedures, acts resulting in financial loss or loss of
reputation, leakage of information in the nature of UPSI, misuse of office, suspected/actual fraud and
criminal offences without the risk of subsequent victimization, discrimination or disadvantage. The
Policy aims to ensure that concerns are appropriately raised, independently investigated and
addressed. The Policy complies with the requirements of vigil mechanism as stipulated under Section
177 of the Companies Act, 2013 (“the Act”) read with Rule 7 of the Companies (Meetings of Board
and its Powers) Rules, 2014 and other Applicable laws, rules and regulations.

During the year under review, no employees of the Company has been denied access to the Audit
Committee. The said mechanism ensures that the whistleblowers are protected against victimization/
any adverse action and/ or discrimination as a result of such a reporting and provides direct access to
the Chairman of the Audit Committee in exceptional cases. The Policy has been periodically
communicated to the employees through email communications, internal newsletters.

41. RISK MANAGEMENT:

Risk management forms an integral element of our business strategy. As a lending institution, we are
exposed to various risks that are related to our lending business and operating environment. Our
objective in risk management processes is to appreciate measure and monitor the various risks we are
subject to and to follow the policies and procedures to address these risks. The Company’s Risk
Management Committee of the Board of Directors constituted in accordance with the Reserve Bank
of India regulations has overall responsibility for overseeing the implementation of the Risk
Management Policy.

The committee meets at least once in a year to review the Risk Management practices. Risk
Management department periodically places its report to the committee for review. The committee’s
suggestions for improving the Risk Management Practices are implemented by the Risk Management
department. The major types of risk we face are collateral risk, operational risk, liquidity risk, market
risk (which includes interest rate risk), Foreign currency risk , Prepayment risk and Business cycle
risk.

Our organisational objective in risk management processes is to appreciate measure and monitor the
various risks we are subject to and to follow the policies and procedures to address these risks.
Although we disburse loans in very short periods of time, we have clearly defined appraisal methods
as well as KYC compliance procedures in place to mitigate various operational risks in our
operations.

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

42. CODE OF CONDUCT:

The Code of Conduct for the directors and Senior Management Personnel of the Company have been
laid by the Board and necessary declaration has been obtained from them. The Company has adopted
amended ‘Code of Conduct’ (including code of conduct of Independent Directors) and the terms &
conditions for appointment of Independent Directors of the Company in the meeting of Board of
Directors held on 12th November, 2014.

A declaration signed by the Executive Director of the Company to this effect is contained at the end
of this report. The said Code is posted on the website of the Company i.e. www.arvog.com.

43. AUCTIONS HELD DURING THE YEAR:

During the Financial Year under review, the Company had auctions. The details of auctions required
to be furnished in the Annual Report of the Company as per Scale Based Regulation (SBR): A
Revised Regulatory Framework for NBFCs issued by the Reserve Bank of India (RBI) on 22 October
2021 (‘SBR Framework’) are stated under:

No. of Loan Accounts: 157

Outstanding amounts (in INR): 2,08,54,238

Value fetched: 2,43,83,360

Whether any of its sister concerns participated in the auction: Yes .

44. SECRETARIAL STANDARDS

During the year under review, the Company has been in compliance with the applicable Secretarial
Standards i.e. SS-1 and SS-2, issued by the Institute of Company Secretaries of India, with respect to
Meetings of Board and its Committees and General Meetings respectively. The Company has devised
necessary systems to ensure compliance with the applicable provisions of Secretarial Standards

45. COMPLIANCE OF RBI REGULATIONS

The Company comply with the Master Direction - Reserve Bank of India (Non-Banking Financial
Company - Scale Based Regulation) Directions, 2023 and all the applicable laws, regulations,
guidelines, etc. prescribed by RBI from time to time. The Company was identified as NBFC-Base
Layer under the Scale Based Regulation.

Your Company has been granted registration under Sec. 45IA of Reserve Bank of India Act, 1934
(Registration Number: B- 13.00316) whereby the Company is allowed to carry on business as a Non¬
Banking Financial Company. The Company has followed all regulatory directions such as, KYC
Norms, Provisioning Norms, CRAR, Loan to value guidelines for Gold loans, Asset Liability
Management, Fair Practices Code, Fraud Reporting etc., as required by the Reserve Bank of India, the
regulator for NBFCs. As on March 31, 2025 the percentage of Gold Loan to total loan book is 88.4%.

Your Company’s Capital Adequacy Ratio as on March 31, 2025 stood at 44.94% of the aggregate risk
weighted assets on balance sheet and risk adjusted value of the off-balance sheet items, which is well
above the regulatory minimum of 15.00 %.

46. COMMITTEES OF THE BOARD

As on March 31, 2025, the Board had eight committees:

The Audit Committee, The Nomination and Remuneration Committee, The Stakeholders Relationship
Committee, The Corporate Social Responsibility Committee, The Risk Management Committee, The
Internal Compliant Committee, and The Asset- Liability Committee (‘ALCO’) and Finance
Committee.

During the year under review, all recommendations made by the committees were approved by the
Board.

A detailed note on the composition of the Board and its committees is provided in the Corporate
Governance report.

47. BUSINESS RESPONSIBILITY REPORT:

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended from time to time, top 1000 Listed entities in terms of market
capitalization as on the last date of the reporting financial year are required to furnish a Business
Responsibility Report in the Annual Report. Since the Company does on form the part of top 1000
listed entities in terms of market capitalization as on the last date of the reporting financial year the
Company is not required to furnish Business Responsibility Report for the Financial Year under
review.

48. OTHER DISCLOSURES:

COMPLIANCE:

(i) Prevention of Insider Trading Code:

As per SEBI (Prevention of Insider Trading) Regulation, 1992, as amended, the Company has adopted
a Code of Conduct for Prevention of Insider Trading. All the directors, employees at senior
management and other employees who could have access to the unpublished price sensitive
information of the Company are governed by this code. The trading window is closed during the time
of declaration of results and occurrence of any material events as per the Code. The Compliance
Officer is responsible for setting forth procedures and implementation of the code for trading in
Company securities. During the year under review there has been due compliance with the said code.

(ii) Material Subsidiary Policy:

The Company has framed policy for determining “Material Subsidiaries” to ensure that Board of
Directors has overall supervision of functioning of subsidiaries of the Company and to provide the
governance framework for such subsidiaries. The policy has been uploaded on the website of the
Company i.e. www.arvog.com/reports-policies/.

(iii) CEO/ CFO Certification:

As per Regulation 17 (8) of the SEBI Listing Regulations, the certificate certifying that the financial
statements do not contain any materially untrue statement and these statements represent a true and
fair view of the Company''s affairs is annexed and forms part of the Annual Report.

(iv) National Stock Exchange Listing Application:

Your Company has observed a strategic opportunity in listing its Equity Shares on the
National Stock Exchange (NSE) and wishes to explore the benefits associated with being a
listed entity, including enhanced visibility, improved corporate credibility, and increased
access to capital markets.

In line with this vision, the Company in its meeting held on August 14, 2024, approved the
proposal for listing of the shares on NSE. The Board believes that this move will contribute
positively to the Company’s long-term growth and shareholder value. Accordingly, the
Company applied for listing of its Equity Shares on NSE in the year 2024.

The listing process is currently in progress, and the Company is taking necessary steps to
comply with all regulatory requirements.

49. ACKNOWLEDGEMENT:

Your Directors thank the Company’s stakeholders including investors, customers, banks, financial
institutions, rating agencies, debenture holders, debenture trustees and well-wishers for their
continued support during the year. Your Directors place on record their appreciation of the
contribution made by the employees of your Company at all levels. Your Board reassures that in these
challenging times, your Company will continue to support you and your family at all levels. Your
Company’s consistent growth was made possible by their hard work, solidarity, cooperation and
support. The Board sincerely expresses its gratitude to Reserve Bank of India, Securities and
Exchange Board of India, Ministry of Corporate Affairs, and Stock Exchanges including various
officials there at for the guidance and support received from them from time to time.

For and on behalf of the Board of Directors

Sd/-

Ketan Kothari

Place: Mumbai Chairman

Date: September 5, 2025 DIN:00230725

---

Mar 31, 2024

Your directors take the pleasure in presenting the 40^th Annual Report together with Audited Financial Statements of the Company along with Auditor''s Report thereon for the financial year ended 31^st March, 2024.

1. FINANCIAL SUMMARY

The summary of the Company’s financial performance, for the financial year (“FY”) 2023-24 and FY 2022-23 is given below:

(As per IND-AS) (? in Lakhs.)
Particulars	2023-24	2022-23
Total Revenue	9026.69	5062.78
Less: Total Expenses	6904.69	3103.17
Add: Share of Profit/ (Loss) of Associates	-	-
Profit/ (Loss) before taxation	2121.99	1959.60
Less: Tax Expense	514.87	527.28
Profit/ (Loss) After Tax	1607.13	1432.32
Other Comprehensive Income	(1.27)	4.88
Total comprehensive income for the year	1605.86	1437.20

2. BUSINESS OVERVIEW:

Your Company is majorly in the business of providing loan against jewellery via its widespread network of branches all over India. The Company is aggressively expanding its presence in other locations as well for its Gold Loan Product. Apart from its Gold Loan Product, the Company is also in the business of providing unsecured consumer loans, short term / long term inter corporate loans, etc. The Board is in constant search for new business avenues which can be taken with the existing business.

3. BUSINESS PERFORMANCE:

During the year under review, your Company earned a Total Revenue of ? 9026.69 lakhs as against ? 5062.78 lakhs in the previous year. The Profit before Tax was ? 2121.99 lakhs as against ? 1959.60 lakhs in the previous year. The Net profit of ? 1607.13 lakhs has been carried to the Balance Sheet. Your directors expect a better performance in the coming years.

4. SCALE BASED REGULATIONS

Reserve Bank of India issued a circular on “Scale Based Regulation (SBR): A Revised Regulatory Framework for NBFCs” on 22 October 2021 (‘SBR Framework’). As per the framework, based on size, activity, and risk perceived, NBFCs are categorised into four layers, NBFC - Base Layer (''NBFC-BL''), NBFC - Middle Layer (''NBFC-ML''), NBFC -Upper Layer (''NBFC-UL'') and NBFC - Top Layer (''NBFC-TL''). The Company is currently categorised in Base Layer and is in compliance with RBI Scale Based Regulations. With an endeavor to further strengthen the compliance culture across business and functions, an integrated compliance framework has been put in place which would be enhanced from time to time.

5. SHARE CAPITAL:

a. Authorised Share Capital:

During the year under review, the Authorized Share Capital of the Company has been increased to ? 14,00,00,000/- (Rupees Fourteen Crores Only) divided into 14,00,00,000/-(Fourteen Crores) Equity Shares of ? 1/- each (Rupees One Only) at the Annual General Meeting of the Company held on 29^th September, 2023.

b. Paid-up Share Capital:

As on 31st March, 2024, the Paid-up Share Capital of the Company was ? 12,68,58,198/-(Rupees Twelve Crore Sixty-Eight Lacs Fifty-Eight Thousand One Hundred and Ninety-Eight) divided into 12,68,58,198/- (Twelve Crore Sixty-Eight Lacs Fifty-Eight Thousand One Hundred and Ninety-Eight) Equity Shares of 1/- each (Rupees One Only). There has been no change in the Paid-Up Share Capital of the Company during the year under review.

6. EMPLOYEE STOCK OPTIONS:

The Company has implemented an ESOP scheme called Finkurve ESOP Plan (Finkurve ESOP 2018) in accordance with Securities Exchange Board of India (Share Based Employees Benefits), 2014 for grant of stock options to eligible employees of the Company and its Subsidiary (if any). The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employee Stock Options Scheme of the Company. During the year under review, the Company has not granted any fresh options under Employee Stock Options Plan.

The ESOP Schemes are in compliance with the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the disclosures relating to the ESOP Schemes as required under the abovementioned SEBI Regulations are available on the Company’s website, https://www.arvog.com/investors.html.

Changes after the end of the Financial Year:

Based on the recommendation of the Nomination and Remuneration Committee of the Company, the Board of Directors of the Company in its meeting held on 26th June, 2024, has granted 1,61,778 (One Lac Sixty-One Thousand Seven Hundred and Seventy-Eight) Employee Stock Options to its eligible employees under the “Finkurve ESOP Plan 2018”

7. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there has been no change in the nature of business of the Company.

8. NUMBER OF MEETING OF BOARD:

During the year 12 (Twelve) Board Meetings were held i.e on 26^th April, 2023, 20^th May, 2023, 30^th June, 2023, 19^th July, 2023, 11^th August, 2023, 30^th August, 2023, 07^th October, 2023, 10^th October, 2023, 09^th November, 2023, 21^st December, 2023, 09^th February, 2024 and 22^nd February, 2024.

The particulars of attendance of Directors are as under:
Sr. No.	Name of Director	Number of Board Meetings attended
1	Mr. Ketan Bhawarlal Kothari	12 out of 12
2	Mr. Priyank Rakesh Kothari	12 out of 12
3.	Mr. Narendra Champalal Jain	12 out of 12
4.	Mr. Nishant Tolchand Ranka	12 out of 12
5.	Mrs. Riddhi Kamlesh Tilwani	12 out of 12
6.	Mr. Dharmesh Trivedi	12 out of 12

9. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to Director''s Responsibility Statement, it is hereby confirmed that:

a) In preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period;

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

d) The directors had prepared the annual accounts for the Financial Year 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.

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

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143 (12) of the Act, the details of which need to be mentioned in this report.

11. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6):

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

12. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975 in respect of employees of the Company and directors have been appended as “Annexure - II” to this report.

13. EXTRACT OF ANNUAL RETURN

A copy of the Annual Return as required under Section 92(3) of the Companies Act, 2013, in prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the Company’s website and can be accessed at website https://www.arvog.com/investor/.

14. LOANS, GUARANTEES AND INVESTMENTS:

Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), disclosure on particulars relating to loans, advances, guarantees and investments are provided as part of the financial statements.

15. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm’s length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm’s length basis.

Pursuant to provisions of Section 188(1) of the Act, a Disclosure containing salient features of the contracts/arrangements entered into by the company with related parties of the Company in Form AOC-2 is attached as “Annexure- III”.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the financial statements forming part of this Annual Report 2023-24. To identify and monitor significant Related Party Transactions, the Company has also framed a policy on the Related Party Transactions and the same is available on the Company''s website i.e., www.arvog.com.

16. DIVIDEND:

With a view to conserve the reserves of the Company, your directors are not recommending any payment on account of dividend.

17. TRANSFER TO RESERVES:

The Board of Directors recommend to transfer 20% of profit to the reserve fund during the year under review as per Section 45IC of The RBI Act, 1934. Further, the balance amount of profit for the year under review has been carried forward to the Statement of Profit and Loss.

18. MATERIAL CHANGES AND COMMITEMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company occurred from the end of the previous financial year till the date of this report.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company continuously strives to conserve energy, adopt environment friendly practices and employ technology for more efficient operations.

The particulars relating to the energy conservation, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in the Annexure IV annexed to this Report.

20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The risk management and minimization procedure adopted and followed by the Company is adequate in relation to the nature and size of the business. The same is reviewed periodically for improvement.

21. CORPORATE GOVERNANCE:

The Company is adhering to good Corporate Governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is annexed to this report as “Annexure V”.

22. AUDITORS:A. STATUTORY AUDITORS AND AUDITOR''S REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, the current Auditors of the Company, M/s. P. D. Saraf & Co., Chartered Accountants having FRN: 109241W were appointed by the Members at the 36th Annual General Meeting convened on 30th September, 2020, to hold office until the conclusion of the 41st Annual General Meeting to be held in the year 2025.

STATUTORY AUDITORS QUALIFICATION:

There are no qualification, reservation or adverse remarks made in the Statutory Auditors Report.

B. INTERNAL AUDIT AND INTERNAL AUDITOR’S REPORT:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Rules made there under, the current Internal Auditors of the Company, M/s. Aadesh Shah & Associates, Chartered Accountants having FRN: 138515W were appointed by the Board in the Meeting held on 30^th June, 2023, for the Financial Year 2023-24. There are no qualification, reservation or adverse remarks made in the Internal Auditors Report.

C. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of Mr. Mayank Arora, proprietor of M/s. Mayank Arora & Co., Company Secretaries, Mumbai (Membership. No. F10378 and COP No.: 13609) to conduct the Secretarial Audit of the Company for the Financial year ended 31^st March, 2024.

SECRETARIAL AUDITORS’ QUALIFICATION:

The qualification in the Secretarial Compliance Report and Secretarial Audit Report for the year ended 31^st March, 2024 and the reply of the Board of Directors to such qualifications are as under:

Sr. No.	Qualification/ Observation in the Secretarial Compliance Report and Secretarial Audit Report	Reply to the qualifications/ observations by the Board
1.	Pursuant to regulation 29 of SEBI (LODR) Regulations, 2015 and BSE Notice No. 20230127-37 dated January 27, 2023 the company was required to submit the prior intimation of board meeting in pdf mode and further was required to file the same in XBRL mode within 24 hours of submission of pdf, however the company filed the prior intimation of board meeting for quarter ended March 31, 2023, June 30, 2023 and September 30, 2023 in pdf mode but failed to submit the same in XBRL mode.	The Company had already filed prior intimation of Board Meeting in PDF format within stipulated time to the BSE listing Centre as required under LODR. The Company have further assured that, henceforth it shall also file the same in XBRL format.
2.	Pursuant to regulation 30 of SEBI (LODR) Regulations, 2015 BSE Notice No. 20230331-87 dated March 31, 2023, the company was required to submit the notice of Annual General Meeting in XBRL mode within 24 hours of submission of pdf mode, however the company filed the notice of annual general meeting which was held on September 29, 2023 in pdf mode, but failed to submit the same in XBRL mode.	The Company had already filed Notice of Shareholders Meeting in PDF format within stipulated time to the BSE listing Centre as required under LODR The Company have further assured that, henceforth it shall also file the same in XBRL format.
3.	Pursuant to regulation 12(3) of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the Company has approved issuance of stock options under Finkurve ESOP Plan, 2018 vide shareholders’ resolution dated 29th September, 2018. Till date, the Options under the said ESOP Plan are granted in three different tranches i.e., on 26th February, 2021, 30th June, 2021, and 24th August,	With respect to the SEBI (Share Based Employee Benefits) Regulation, 2021, the Company has applied for the condonation of delay application for noncompliance of Regulation

	2021. As SEBI (Share Based Employee Benefits) Regulation, 2014 was replaced by SEBI (Share Based Employee Benefits) Regulation, 2021 which required the Company to apply for In - Principal approval for Listing and Trading., the Company was required to have the said approval prior to granting of options under tranche three i.e., for the options granted on 24th August, 2021. Therefore, the Company had made the application for condonation of delay for non-compliance of Regulation 12(3) of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 for the options granted in tranche three. The said application was accepted	12(3) of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, for the options granted in tranche three dated 24th August, 2021 along with the requisite fees to SEBI. The same has been accepted by BSE and the Company has received the In-Principal Approval for the granting of options under the Finkurve ESOP Plan 2018 on 28th May, 2024.
4.	Pursuant to regulation 23 of SEBI ((LODR) Regulations, 2015, the company was required to upload the related party transactions on the same date as date of publication of financial results, however the company missed to upload the disclosure on related party transactions for the half year ended on March 31, 2023 on the same date as the date of publication of financial results. The company made good the default as soon as it came to their notice by filing the same on the immediate following date. The Company has also paid the fine of ? 5,900/- in response to the penalty imposed by the exchange.	The Company erroneously missed to upload the disclosure on Related Party Transactions on the date of Publication of its Financial Result. The company has made good the default after it came to their notice by filing the same to the listing centre on the immediate following date. The Company has also paid the fine of ? 5,900/-in response to the penalty imposed by the exchange.

Sr. No.	Qualification/ Observation in the Secretarial Audit Report					Reply to the qualifications/ observations by the Board
1.	Pursuant to regulation 23 of SEBI (LODR) Regulations, 2015, the company was required to make disclosure of all the related party transactions to the stock exchange, however during the period under review, the company failed to disclose few related party transactions to the stock exchange as mentioned hereunder:					The transaction no.1 and 2 pertains to subscription of equity capital of wholly-owned subsidiaries by the Company and transaction no. 3 pertains to donation made and not towards any kind of business transactions and therefore the Company have not considered the same in the disclosure of related party transactions as submitted to the stock exchange. Further, the said transactions does not pose the risk of conflict of interest that other related party transactions might pose. However, The Board took the note of the same and affirmed that the qualification/ observation raised in the Secretarial Audit Report shall be taken care of in the future.
	Sr. No.	Name of the related party	Relationship of the counterparty with the listed entity or its subsidiary	Type of related party transaction	Value of the transaction during the period (? in lakhs)
	1.	Arvog Services Limited	Wholly owned subsidiary company	Investment	1.00
	2.	Arvog Enterprises Limited	Wholly owned subsidiary company	Investment	1.00
	3.	Sherry and Diya Foundation	Entity owned or controlled by the KMP	CSR Contribution	5.00
2.	Pursuant to section 135 of the Companies Act, 2013 the Company has made an expenditure towards Corporate Social Responsibility as required under the said act for the FY2022-23; however, the details required to be filed with Registrar of					The Board took the note of the same and shall be taken care of in the

Companies, Mumbai (ROC), in e-form CSR-2 (as an addendum to Form AOC-4), has been given erroneously. The amount which was availed as set-off in pursuance of rule 7(3) of the Companies (CSR Policy) Rules, 2014 has been erroneously stated as surplus arising out of the CSR Projects of the previous financial year in the said e-form. However, this error has no impact on the total CSR Obligation for the financial year 2022-23.

future.

The report of the Secretarial Auditor for the Financial Year ended 31^st March, 2024 is appended as “Annexure - VI”.

23. ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE INDIVIDUAL DIRECTORS AND COMMITTEES

On the advice of the Board of Directors, the Nomination and Remuneration Committee of the Board of Directors of the Company formulated the criteria for evaluation of the performance of the Board of Directors & its Committees, Independent Directors, Non-Independent Directors and the Managing Director of the Board. Based on that, performance evaluation has been undertaken. The Independent Directors of the Company have also convened a separate meeting for this purpose.

24. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ketan Kothari (DIN: 00230725), Director of the Company who retires by rotation and being eligible, offer himself for re-appointment.

However, there has been no change in the composition of the Board of Directors of the Company during the financial year under review.

Key Managerial Personnel:

During the year under review, there has been no change in the Key Managerial Personnel of the Company.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the company are as follows:

Sr No.	Name	Designation
1.	Mr. Narendra Jain	Wholetime Director
2.	Mr. Amit Shroff	Chief Executive Officer
3.	Mr. Aakash Jain	Chief Financial Officer
4.	Mr. Sunny Parekh	Company Secretary & Compliance Officer

Changes after the end of the Financial Year:

Based on the recommendation of the Nomination and Remuneration Committee, Board has considered and approved the appointment of Mrs. Aastha Vishal Solanki (DIN: 10667741) as an Additional, Non-Executive Independent Director of the Company for term of Five (05) Years from 30th June, 2024 to 29th June, 2029, subject to the approval of Shareholders of the Company in the ensuing general meeting.

And the Board Considered the cessation of Mrs. Riddhi Kamlesh Tilwani (DIN: 06910038) as an Independent Director of the Company, w.e.f. the close of business hours of 30th June, 2024, consequent to end of her Ten (10) years term i.e. Two (02) terms of Five (05) Years each as an Independent Director of the Company.

25. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

The Board of Directors have evaluated the Independent Directors during the year 2023-24 and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

26. SUBSIDIARIES, ASSOCIATES & JOINT VENTURES:

During the year under review, the Company had incorporated the below mentioned Wholly Owned Subsidiaries (WOS)

a. M/s. Arvog Services Limited (CIN: U82990MH2023SGC410742) on 18^th September, 2023 and

b. M/s. Arvog Enterprises Limited (CIN: U82990MH2023PLC412647) on 20^th October 2023.

However, the purpose for which M/s. Arvog Services Limited (CIN: U82990MH2023SGC410742) was incorporated could not be achieved and therefore the Company filed an application to the Registrar of Companies (‘ROC’) for its Strike-off. The current status of the application is ‘Under process of striking off’.

Further, M/s. Arvog Enterprises Limited (CIN: U82990MH2023PLC412647) was incorporated with the primary objective of providing “Lender Service Provider" (LSP) services. However, due to regulatory and compliance constraints, the said WOS could not start its business operations and therefore the Company sold all of its shares of the said WOS worth of ? 1,00,000/- (Rupees One Lac Only) at cost. Thus, the said WOS ceased to be the WOS effective from 13th March, 2024.

As on the end of the Financial Year, the Company does not have any subsidiary, associate or joint venture company.

27. PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

29. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the applicability of the Companies (Corporate Social Responsibility) Rules, 2014, the Board at its meeting held on 15th September, 2020 constituted the Corporate Social Responsibility Committee of the Company. In terms of the provisions of the Companies Act, 2013, read with the CSR Rules, the Annual Report on CSR activities under the format prescribed in “Annexure VII” of the CSR Rules is annexed to this Report.

30. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has put in place proper systems and procedures to detect and protect the Organizational resources both tangible and intangible. The Company has also put in place the following to ensure the adequacy of internal financial controls.

The Company has appointed Internal Auditors to check the Internal Controls and also check whether the workflow of the Organization is in accordance with the approved policies of Financial Statements, Internal Auditors present to the Audit Committee, the Internal Audit Report and Management Comments on the Internal Audit observations.

The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors Report.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2) of the SEBI (Listing Obligations and Disclosures Requirements) (LODR) Regulation, 2015 with the Stock Exchanges, the Management Discussion & Analysis Report for the year under review is given under a separate section as “Annexure VIII”.

32. MAINTENANCE OF COST RECORDS AS MANDATED BY THE CENTRAL GOVERNMENT

Pursuant to the provisions of Section 148(1) of the Companies act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company was required is not required to maintain cost records.

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

The Company has been employing women employees in various cadres within the Office premises. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Internal Complaints Committee was re- constituted by the Board of Directors through its resolution dated 09^th November, 2023 as per the following:

Sr No.	Name of the Member	Designation
1	Mrs. Sugandhi Ravi Kumar	Presiding Officer
2	Ms. Bharti Solanki	Member
3	Mr. Aakash Nemichand Jain	Member
4	Ms. Saily Ambavkar	External Member

There was no complaint received from any employee during the financial year 2023-24 and hence no complaint is outstanding as on 31.03.2024 for redressal.

34. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

The Company has initiated proceedings against M/s. Rao Edusolutions Private Limited (CIN: U80301MH2013PTC247740) in the capacity of Financial Creditor before the Hon’ble National Company Law Tribunal (‘NCLT’).

The Hon’ble National Company Law Tribunal (‘NCLT’) has ordered the Commencement of a Corporate Insolvency Resolution Process (‘CIRP’) on July 3, 2023. As of now, the status of the case is pending with the Insolvency Resolution Professional (IRP).

35. AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report.

36. NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178 of the Companies Act, 2013 the Board of Directors of your Company has, on recommendation of the Nomination & Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Senior Management and their remuneration. The details pertaining to the composition of the Nomination & Remuneration Committee are included in the Corporate Governance Report, which is a part of this report.

37. LISTING FEES:

The Equity Shares of the Company is listed on BSE Limited. The Listing fees for the Financial Year 2024-25 for BSE Limited has been paid by the Company.

38. ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Whistle Blower Policy is formulated to encourage all employees and directors of the Company to report any unethical behaviour, actual or suspected fraud or violation of the Code of the Company and to provide a secure environment to such employees acting in good faith and safeguarding them from any adverse action by the management. This policy is in line with the requirements of the Listing Regulations of the Stock Exchange and the provisions of Sub Section 9 of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 which stipulated that every listed Company shall establish a “Vigil Mechanism”.

39. RISK MANAGEMENT:

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and the Listing Regulations, the Company has constituted a Risk Management Committee and it has framed and adopted a policy on Risk Management of the Company, to identify the elements of risk which may threaten the existence of the Company and possible solutions to mitigate the risk involved.

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

40. CODE OF CONDUCT:

The Code of Conduct for the directors and Senior Management Personnel of the Company have been laid by the Board and necessary declaration has been obtained from them. The Company has adopted amended ‘Code of Conduct’ (including code of conduct of Independent Directors) and the terms & conditions for appointment of Independent Directors of the Company in the meeting of Board of Directors held on 12th November, 2014.

A declaration signed by the Executive Director of the Company to this effect is contained at the end of this report. The said Code is posted on the website of the Company i.e. www.arvog.com.

41. AUCTIONS HELD DURING THE YEAR:

During the Financial Year under review, the Company had auctions. The details of auctions required to be furnished in the Annual Report of the Company as per Scale Based Regulation (SBR): A Revised Regulatory Framework for NBFCs issued by the Reserve Bank of India (RBI) on 22 October 2021 (‘SBR Framework’) are stated under:

Date of Auction	Number of loan accounts	Outstanding amounts (in INR)	Value fetched	Whether any of its sister concerns participated in the auction
02-06-2023	2	39,526	56,170	NO
04-07-2023	3	1,16,705	1,47,955	NO
05-08-2023	1	1,29,192	1,65,567	NO
05-09-2023	4	4,35,697	4,81,140	NO
30-09-2023	8	6,49,813	7,00,683	NO
05-11-2023	4	7,06,728	7,57,248	NO
07-12-2023	4	7,98,819	8,48,500	NO
27-12-2023	18	31,81,057	33,68,467	NO
05-02-2024	10	12,70,687	12,49,556	NO

42. SECRETARIAL STANDARDS

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

43. COMPLIANCE OF RBI REGULATIONS

Your Company has been granted registration under Sec. 45IA of Reserve Bank of India Act, 1934 (Registration Number: B- 13.00316) whereby the Company is allowed to carry on business as a Non-Banking Financial Company. The Company has followed all regulatory directions such as, KYC Norms, Provisioning Norms, CRAR, Loan to value guidelines for Gold loans, Asset Liability Management, Fair Practices Code, Fraud Reporting etc., as required by the Reserve Bank of India, the regulator for NBFCs. As on March 31, 2024 the percentage of Gold Loan to total loan book is 74.70%

Your Company’s Capital Adequacy Ratio as on March 31, 2024 stood at 67.70% of the aggregate risk weighted assets on balance sheet and risk adjusted value of the off-balance sheet items, which is well above the regulatory minimum of 15.00 %.

44. COMMITTEES OF THE BOARD

As on March 31, 2024, the Board had Seven committees:

The Audit Committee, The Nomination and Remuneration Committee, The Stakeholders Relationship Committee, The Corporate Social Responsibility Committee, The Risk Management Committee, The Internal Compliant Committee and The Asset- Liability Committee (‘ALCO’).

During the year, all recommendations made by the committees were approved by the Board.

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance report.

45. BUSINESS RESPONSIBILITY REPORT:

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, top 1000 Listed entities in terms of market capitalization as on the last date of the reporting financial year are required to furnish a Business Responsibility Report in the Annual Report. Since the Company does on form the part of top 1000 listed entities in terms of market capitalization as on the last date of the reporting financial year the Company is not required to furnish Business Responsibility Report for the Financial Year under review.

46. CREDIT RATING:

During the year under review, the Credit Rating agencies have revised/ assigned the below credit ratings:

The above ratings indicate a very strong degree of safety regarding timely servicing of financial obligations.

47. OTHER DISCLOSURES:(i) Compliance:

a. The Company erroneously missed to upload the disclosure on Related Party Transactions on the date of Publication of its Financial Result for the quarter and year ended on 31^st March, 2023. The Company has made good the default after it came to its notice by filing the same to the listing centre on the immediate following date. The Company has also paid the fine of ? 5,900/- in response to the penalty imposed by the exchange.

b. The Company has approved issuance of stock options under Finkurve ESOP Plan, 2018 vide shareholders’ resolution dated 29th September, 2018. Till date, the Options under the said ESOP Plan are granted in three different tranches i.e., on 26th February, 2021, 30th June, 2021, and 24th August, 2021. As SEBI (Share Based Employee Benefits) Regulation, 2014 was replaced by SEBI (Share Based Employee Benefits) Regulation, 2021 which required the

Company to apply for In - Principal approval for Listing and Trading before granting of any stock options. Therefore, the Company was required to have the said approval prior to granting of options under tranche number three i.e., for the options granted on 24th August, 2021. Hence, the Company had made the application for condonation of delay for noncompliance of Regulation 12(3) of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 for the options granted in tranche three along with the requisite fees to SEBI. The same has been accepted by BSE and the Company has received the In-Principal Approval for the granting of options under the Finkurve ESOP Plan 2018 on 28th May, 2024.

(ii) Whistle Blower Policy:

In line with the best Corporate Governance practices, the Company has in place a system through which the directors and employees may report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics without fear of reprisal. The employees and directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle-Blower Policy is placed on the website of the Company.

(iii) Prevention of Insider Trading Code:

As per SEBI (Prevention of Insider Trading) Regulation, 1992, as amended, the Company has adopted a Code of Conduct for Prevention of Insider Trading. All the directors, employees at senior management and other employees who could have access to the unpublished price sensitive information of the Company are governed by this code. The trading window is closed during the time of declaration of results and occurrence of any material events as per the Code. The Compliance Officer is responsible for setting forth procedures and implementation of the code for trading in Company securities. During the year under review there has been due compliance with the said code.

(iv) Material Subsidiary Policy:

The Company has framed policy for determining “Material Subsidiaries” to ensure that Board of Directors has overall supervision of functioning of subsidiaries of the Company and to provide the governance framework for such subsidiaries. The policy has been uploaded on the website of the Company i.e. www.arvog.com/reports-policies/.

(v) CEO/ CFO Certification:

The certificate certifying that the financial statements do not contain any materially untrue statement and these statements represent a true and fair view of the Company''s affairs is annexed and forms part of the Annual Report.

48. ACKNOWLEDGEMENT:

Your Company and its Directors wish to extend their sincerest thanks for the co-operation received from shareholders, bankers and other business constituent during the year under review. Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by all employees of the Company.

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Mar 31, 2023

The directors take the pleasure in presenting the 39^th Annual Report together with Audited Financial Statements of the Company along with Auditor''s Report thereon for the financial year ended 31^st March, 2023.

1. FINANCIAL SUMMARY

The summary of the Company’s financial performance, for the financial year (“FY”) 2022-23 and FY 2021-22 is given below:

(As per IND-AS)		(Rs. in Lakhs.)
Particulars	2022-23	2021-22
Total Revenue	5062.78	2269.80
Less: Total Expenses	3103.17	1659.32
Add: Share of Profit/ (Loss) of Associates	-	-
Profit/ (Loss) before taxation	1959.60	2705.70
Less: Tax Expense	527.28	544.82
Profit/ (Loss) After Tax	1432.32	2160.88
Other Comprehensive Income	4.88	(2.05)
Total comprehensive income for the year	1437.20	2158.84

2. BUSINESS OVERVIEW:

Your Company has been classified as a Loan Company in providing long term and short-term loans to other corporate/ firms. Your Company is also in the business of providing educational Loans, loan against gold jewellery and other forms of consumer loans and the Board is in constant search for new business avenues which can be taken with the existing business.

3. BUSINESS PERFORMANCE:

During the year under review, your Company earned a Total Revenue of ? 5062.78 lakhs as against ? 2269.80 lakhs in the previous year. The Profit before Tax was ? 1959.60 lakhs as against ? 2,705.70 lakhs in the previous year. The Net profit of ? 1432.32 lakhs has been carried to the Balance Sheet. Your directors expect a better performance in the coming years.

4. SHARE CAPITAL:

The Authorized Share Capital is ? 13,00,00,000/- and Paid-Up Share Capital is ? 12,68,58,198/- of ? 1/- each. There has been no change in the Authorized and Paid-Up Share Capital of the Company during the year under review.

5. EMPLOYEE STOCK OPTIONS:

The Company has implemented an ESOP scheme called Finkurve ESOP Plan (Finkurve ESOP 2018) in accordance with Secuities Exchange Board of India (Share Based Employees Benefits), 2014 for grant of stock options to its eligible employees of the Company. The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employee Stock Options Scheme of the Company. During the year under review, the Company has not granted any fresh options under Employee Stock Options Plan.

The ESOP Schemes are in compliance with the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the disclosures relating to the ESOP Schemes as required under the abovementioned SEBI Regulations are available on the Company’s website, https://www.arvog.com/investors.html.

6. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there has been no change in the nature of business of the Company.

7. NUMBER OF MEETING OF BOARD:

During the year 15 (Fifteen) Board Meetings were held i.e on 05th April, 2022, 18th April, 2022, 05th May, 2022, 16th May, 2022, 09th May, 2022, 30th May, 2022, 07th June, 2022, 08th August, 2022, 12th August, 2022, 28th September, 2022, 14th November, 2022, 13th December, 2022, 19th January, 2023, 10th February, 2023, 21st March, 2023.

The particulars of attendance of Directors are as under:

Sr. No.	Name of Director	Number of Board Meetings attended
1	Mr. Ketan Bhawarlal Kothari	15 out of 15
2	Mr. Priyank Rakesh Kothari	15 out of 15
3.	Mr. Narendra Champalal Jain	15 out of 15
4.	Mr. Nishant Tolchand Ranka	15 out of 15
5.	Mrs. Riddhi Kamlesh Tilwani	15 out of 15
6.	*Mr. Dharmesh Trivedi	8 out of 8

*During the year under review, Mr. Dharmesh Lalitkumar Trivedi (DIN: 03619491) was appointed as Additional Non-Executive, Independent Director of the Company with effect from 07th June, 2022, further appointed as a Non-Executive, Independent Director of the Company with effect from 05 th September, 2022.

8. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to Director''s Responsibility Statement, it is hereby confirmed that:

a) In preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period;

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

d) The directors had prepared the annual accounts for the Financial Year 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.

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

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143 (12) of the Act, the details of which need to be mentioned in this report.

10. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6):

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

11. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975 in respect of employees of the Company and directors have been appended as “Annexure - I” to this report.

12. EXTRACT OF ANNUAL RETURN

Pursuant to the Section 92(3) of the Companies Act, 2013 extract of the Annual Return is annexed to this report as “Annexure - II”. The Annual Return of the Company for the financial year 2022-23 as required under Section 92(3) of the Companies Act, 2013 is available on the website of the Company and can be accessed on the Company’s website https://www.arvog.com/investor/.

13. LOANS, GUARANTEES AND INVESTMENTS:

Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), disclosure on particulars relating to loans, advances, guarantees and investments are provided as part of the financial statements.

14. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm’s length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm’s length basis. The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY2022-23 and hence does not form part of this report.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone financial statements forming part of this Annual Report 2022-23. To identify and monitor significant Related Party Transactions, the Company has also framed a policy on the Related Party Transactions and the same is available on the Company''s website i.e., www.arvog.com.

15. DIVIDEND:

With a view to conserve the reserves of the Company, your directors are not recommending any payment on account of dividend.

16. TRANSFER TO RESERVES:

The Board of Directors recommend to transfer 20% of profit to the reserve fund during the year under review as per Section 45IC of The RBI Act, 1934. Further, the balance amount of profit for the year under review has been carried forward to the Statement of Profit and Loss.

17. MATERIAL CHANGES AND COMMITEMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company occurred from the end of the previous financial year till the date of this report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company being engaged in the financial services does not have any energy utilization or technology absorption. The Company during the year under consideration has not earned or spent any foreign exchange.

19. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The risk management and minimization procedure adopted and followed by the Company is adequate in relation to the nature and size of the business. The same is reviewed periodically for improvement.

20. CORPORATE GOVERNANCE:

The Company is adhering to good Corporate Governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is annexed to this report as “Annexure III”.

21. AUDITORS:A. STATUTORY AUDITORS AND AUDITOR''S REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, the current Auditors of the Company, M/s. P. D. Saraf & Co., Chartered Accountants having FRN: 109241W were appointed by the Members at the 36th Annual General Meeting convened on 30th September, 2020, to hold office until the conclusion of the 41st Annual General Meeting to be held in the year 2025.

STATUTORY AUDITORS QUALIFICATION:

There is no qualification, reservation or adverse remarks made in the Statutory Auditors Report.

B. INTERNAL AUDIT AND INTERNAL AUDITOR’S REPORT:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Rules made there under, the current Internal Auditors of the Company, M/s. Aadesh Shah & Associates, Chartered Accountants having FRN: 138515W were appointed by the Board in the Meeting held on 30th May, 2022, for the Financial Year 2022-23.

C. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of Mr. Mayank Arora, proprietor of M/s. Mayank Arora & Co., Company Secretaries, Mumbai (Membership. No. F10378 and COP No.: 13609) to conduct the Secretarial Audit of the Company for the Financial year ended 31^st March, 2023.

SECRETARIAL AUDITORS’ QUALIFICATION:

The qualification in the Secretarial Compliance Report and Secretarial Audit Report for the year ended 31^st March, 2022 and the reply of the Board of Directors to such qualifications are as under:

Sr. No.	Qualification/ Observation in the Secretarial Compliance Report and Secretarial Audit Report	Reply to the qualifications/ observations by the Board
1	The numbers of Directors were less than six from 1st April 2021 till 19th May 2021. The Company was in constant search for the prospective candidate for the position of Independent Director during such period and the Company was able to appoint the Director on 19th May, 2021. Further, due to the resignation of one of the Independent Director w.e.f. 09th March 2022, the Board of the Company currently comprises of less than six Directors and the Company is in process to fill such intermittent vacancy.	The Board took the note of the same and affirmed that the qualification/ observation raised in the Secretarial Compliance Report shall be taken care of in the future.
2.	Mr. Rakesh Mehta (Independent Director) resigned w.e.f. 09th March 2022, however, the Company made disclosure to the Stock Exchange on 30th March 2022 after accepting the resignation letter in the Board Meeting held on 30th March, 2022.

The report of the Secretarial Auditor for the Financial Year ended 31^st March, 2022 is appended as “Annexure - IV”.

22. ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE INDIVIDUAL DIRECTORS AND COMMITTEES

On the advice of the Board of Directors, the Nomination and Remuneration Committee of the Board of Directors of the Company formulated the criteria for evaluation of the performance of the Board of Directors & its Committees, Independent Directors, Non-Independent Directors and the Managing Director of the Board. Based on that, performance evaluation has been undertaken. The Independent Directors of the Company have also convened a separate meeting for this purpose.

23. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. During the year under review, Mr. Dharmesh Lalitkumar Trivedi (DIN: 03619491) was appointed as Additional Non-Executive, Independent Director of the Company with effect from 07^th June, 2022 and further appointed as a Non-Executive Independent Director of the Company in the Annual General Meeting of the Company convened on 05th September, 2022.

b. In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Priyank Kothari (DIN: 07676104), Director of the Company who retires by rotation and being eligible, offer himself for re-appointment.

Key Managerial Personnel:

During the year under review, Mr. Amit Shroff (PAN: BKGPS8629N) has been appointed as a Chief Executive Officer (‘CEO’) of the Company on 13th December, 2022.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the company are as follows:

Sr No.	Name	Designation
1.	Mr. Narendra Jain	Wholetime Director
2.	Mr. Amit Shroff	Chief Executive Officer
3.	Mr. Aakash Jain	Chief Financial Officer
4.	Mr. Sunny Parekh	Company Secretary & Compliance Officer

24. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

The Board of Directors have evaluated the Independent Directors appointed during the year 2022-23 and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

25. SUBSIDIARIES, ASSOCIATES & JOINT VENTURES:

The Company does not have any subsidiary, associate or joint venture.

26. PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

28. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the applicability of the Companies (Corporate Social Responsibility) Rules, 2014, the Board at its meeting held on 15th September, 2020 constituted the Corporate Social Responsibility Committee of the Company. In terms of the provisions of the Companies Act, 2013, read with the CSR Rules, the Annual Report on CSR activities under the format prescribed in “Annexure V” of the CSR Rules is annexed to this Report.

29. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has put in place proper systems and procedures to detect and protect the Organizational resources both tangible and intangible. The Company has also put in place the following to ensure the adequacy of internal financial controls.

The Company has appointed Internal Auditors to check the Internal Controls and also check whether the workflow of the Organization is in accordance with the approved policies of

Financial Statements, Internal Auditors present to the Audit Committee, the Internal Audit Report and Management Comments on the Internal Audit observations.

The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors Report.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2) of the SEBI (Listing Obligations and Disclosures Requirements) (LODR) Regulation, 2015 with the Stock Exchanges, the Management Discussion & Analysis Report for the year under review is given under a separate section as “Annexure VI”.

31. MAINTENANCE OF COST RECORDS AS MANDATED BY THE CENTRAL GOVERNMENT

Pursuant to the provisions of Section 148(1) of the Companies act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company was required is not required to maintain cost records.

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

The Company has been employing women employees in various cadres within the Office premises. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Internal Complaints Committee was re- constituted by the Board of Directors through its resolution dated 10th February, 2023 as per the following:

1. Ms. Bharti Solanki - Presiding Officer

2. Ms. Brisa Shah - Member

3. Mr. Aakash Nemichand Jain - Member

4. Ms. Saily Ambavkar - External Member

There was no complaint received from any employee during the financial year 2022-23 and hence no complaint is outstanding as on 31.03.2023 for redressal.

33. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

The Company has initiated proceedings against M/s. Rao Edusolutions Private Limited (CIN: U80301MH2013PTC247740) in the capacity of Financial Creditor before the Hon’ble National Company Law Tribunal (‘NCLT’).

The Hon’ble National Company Law Tribunal (‘NCLT’) has ordered the Commencement of a Corporate Insolvency Resolution Process (‘CIRP’) on July 3, 2023.

34. AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report.

35. NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178 of the Companies Act, 2013 the Board of Directors of your Company has, on recommendation of the Nomination & Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Senior Management and their remuneration.

36. LISTING FEES:

The Equity Shares of the Company is listed on BSE Limited. The Listing fees for the Financial Year 2023-24 for BSE Limited has been paid by the Company.

37. ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Whistle Blower Policy is formulated to encourage all employees and directors of the Company to report any unethical behaviour, actual or suspected fraud or violation of the Code of the Company and to provide a secure environment to such employees acting in good faith and safeguarding them from any adverse action by the management. This policy is in line with the requirements of the Listing Regulations of the Stock Exchange and the provisions of Sub

Section 9 of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 which stipulated that every listed Company shall establish a “Vigil Mechanism”.

38. RISK MANAGEMENT:

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and the Listing Regulations, the Company has constituted a Risk Management Committee and it has framed and adopted a policy on Risk Management of the Company, to identify the elements of risk which may threaten the existence of the Company and possible solutions to mitigate the risk involved.

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

39. CODE OF CONDUCT:

The Code of Conduct for the directors and Senior Management Personnel of the Company have been laid by the Board and necessary declaration has been obtained from them. The Company has adopted amended ‘Code of Conduct’ (including code of conduct of Independent Directors) and the terms & conditions for appointment of Independent Directors of the Company in the meeting of Board of Directors held on 12th November, 2014.

A declaration signed by the Executive Director of the Company to this effect is contained at the end of this report. The said Code is posted on the website of the Company i.e. www.arvog.com.

40. AUCTIONS HELD DURING THE YEAR:

During the Financial Year under review, the Company had auctions. The details of auctions required to be furnished in the Annual Report of the Company as per Master Direction - NonBanking Financial Company - Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016 issued by the Reserve Bank of India (RBI) are stated under:

Date of Auction	Number of loan accounts	Outstanding amounts (in INR)	Value fetched	Whether any of its sister concerns participated in the auction
04-Jul-22	1	14,622	16,700	No
05-Jul-22	2	341,513	350,000	No
02-Aug-22	3	370,208	388,310	No
09-Aug-22	2	165,319	182,700	No

21-Sep-22	1	219,939	225,000	No
13-Dec-22	4	204,268	234,274	No
18-Jan-23	10	2,108,994	2,388,335	No
16-Feb-23	7	302,420	335,962	No
21-Feb-23	1	195,164	216,537	No
24-Feb-23	1	22,345	24,720	No
27-Feb-23	2	44,803	41,454	No
28-Feb-23	1	12,949	14,420	No
01-Mar-23	1	14,323	15,000	No
10-Mar-23	6	675,464	769,721	Yes
14-Mar-23	1	67,126	77,765	No
24-Mar-23	8	178,552	235,912	Yes
	51	49,38,010	55,16,809

41. SECRETARIAL STANDARDS

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

42. COMMITTEES OF THE BOARD

As on March 31, 2023, the Board had Seven committees:

The Audit Committee, The Corporate Social Responsibility Committee, The Nomination and Remuneration Committee, The Risk Management Committee, The Stakeholders Relationship Committee, The Internal Compliant Committee and The Asset- Liability Committee (‘ALCO’).

The Board, at its meeting held on 10th February, 2023, constituted Asset- Liability Committee (‘ALCO’).

During the year, all recommendations made by the committees were approved by the Board.

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance report.

43. BUSINESS RESPONSIBILITY REPORT:

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, top 1000 Listed entities in terms of market capitalization are required to furnish a Business Responsibility Report in the Annual Report. The Company is not required to furnish Business Responsibility Report since the Company does not form a part of top 1000 Listed entities in terms of market capitalization for the Financial Year under review.

44. CREDIT RATING:

During the year under review, the Credit Rating agencies have reaffirmed/ assigned the below credit ratings:

Rating Agency	Instrumen t Type	Size of Issues (? Crore)	Rating/Outloo k (September 16, 2022)	Rating/Outloo k (April 25, 2023)	Rating Action
Infomerics Valuation and Rating Private Limited (“INFOMERICS” )	Long term Bank Facilities-NCD	7.50	IVR BBB-/ Stable (IVR Triple B Minus with Stable Outlook)	IVR BBB/Stable (IVR Triple B with Stable Outlook)	Revise d
Infomerics Valuation and Rating Private Limited (“INFOMERICS” )	Short term Bank Facilities -Overdraft	17.00 (Reduced from Rs. 17.50 Crore)	IVR A3 (IVR A Three)	IVR A3 (IVR A Three Plus)	Revise d
Infomerics Valuation and Rating Private Limited (“INFOMERICS” )	Long Term/ Short Term Bank Facilities - Proposed facility	75.50 (Increase d from Rs. 25 Crore)	IVR BBB-/ Stable; IVR A3 (IVR Triple B Minus with Stable Outlook; IVR A Three)	IVR BBB/ Stable; IVR A3 (IVR Triple B with Stable Outlook; IVR A Three Plus)	Revise d

The above ratings indicate a very strong degree of safety regarding timely servicing of financial obligations.

45. OTHER DISCLOSURES:(i) Compliance:

The Company had uploaded the Financial Results on BSE Listing Center within stipulated timeline as per Companies- SOP. However, it was later observed that the page containing the Consolidated Cash Flow statement in the Financial Statements of the Company uploaded on the BSE Listing Center was erroneously missed. In order to correct the flaw, the Company

chose to upload amended Financial Statement for the quarter and Year ended 31st March, 2022 with the inclusion of the Consolidated Cash Flow Statements. In addition to that, the Company has paid the fine of Rs. 5,900/- in response to the correspondence it received from the BSE Listing Centre.

(ii) Whistle Blower Policy:

In line with the best Corporate Governance practices, the Company has in place a system through which the directors and employees may report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics without fear of reprisal. The employees and directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle-Blower Policy is placed on the website of the Company.

(iii) Prevention of Insider Trading Code:

As per SEBI (Prevention of Insider Trading) Regulation, 1992, as amended, the Company has adopted a Code of Conduct for Prevention of Insider Trading. All the directors, employees at senior management and other employees who could have access to the unpublished price sensitive information of the Company are governed by this code. The trading window is closed during the time of declaration of results and occurrence of any material events as per the Code. The Compliance Officer is responsible for setting forth procedures and implementation of the code for trading in Company securities. During the year under review there has been due compliance with the said code.

(iv) Material Subsidiary Policy:

The Company has framed policy for determining “Material Subsidiaries” to ensure that Board of Directors has overall supervision of functioning of subsidiaries of the Company and to provide the governance framework for such subsidiaries. The policy has been uploaded on the website of the Company i.e. www.arvog.com/reports-policies/.

(v) CEO/ CFO Certification:

The certificate certifying that the financial statements do not contain any materially untrue statement and these statements represent a true and fair view of the Company''s affairs is annexed and forms part of the Annual Report.

46. ACKNOWLEDGEMENT:

Your Company and its Directors wish to extend their sincerest thanks for the co-operation received from shareholders, bankers and other business constituent during the year under review. Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by all employees of the Company.

---

Mar 31, 2018

The directors take the pleasure in presenting their Report and Audited Financial Statement of the Company along with Auditor''sReportthereonfortheyearended31stMarch,2018.

(Amount in Rs)

Particulars	2017-18	2016-17
Total Revenue	12,36,29,793	10,40,71,731
Less: Total Expenses	9,72,87,347	9,58,19,709
Profit/(Loss) before tax	2,63,42,446	82,52,022
Less: Provision for Taxation
- Income Tax	76,60,000	15,70,000
- Deferred Tax (Asset)/Liability	(7,02,793)	8,31,539
- Short/Excess Provision for Tax for Earlier Year	(24,451)	3,687
Add: MAT Credit Entitlement	14,61,162	2,08,420
Profit/(Loss) After tax	1,79,48,528	56,38,376
Balance of Profit/(Loss) as per last Balance Sheet	1,52,45,082	96,06,706
Balance of Profit/(Loss) carried to Balance Sheet	3,31,93,610	1,52,45,082

1. BUSINESS OVERVIEW:

Your Company has been classified as a Loan Company is providing long term and short term loans to other corporate/firms. No further opportunity has come to diversify the business of the Company as business of financing is no more lucrative. However your Board is in constant search for new business avenues which can be taken with the existing business.

2. BUSINESS PERFORMANCE:

During the year under review your Company earned total revenue of Rs. 1236.29 lakhs as against Rs. 1040.71 lakhs in the previous year. The profit before Tax was Rs. 263.42 lakhs as against profit of Rs. 82.52 lakhs in the previous year. The Net profit of Rs. 179.48 lakhs has been carried to the Balance Sheet. Your directors expect a better performance in the coming years.

3. SHARE CAPITAL:

The authorized share capital is Rs. 9,70,00,000/- and paidup share capital is Rs. 9,66,00,000/- of Rs. 1/- each. There were no changes in authorized and paid up capital of the company during the year under review.

4. DIVIDEND:

Your directors are not recommending any payment on account of dividend.

5. TRANSFER TO RESERVES:

The Board of Directors has not recommended transfer of any amount of profit to reserves during the year under review. Hence, the entire amount of profit forthe year under review has been carried forward to the Statement of Profit and Loss.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2) of the SEBI Listing Obligations and Disclosures Requirements (LODR) Regulation, 2015 with the stock exchanges, the Management Discussion & Analysis Report for the year under review is given under a separate section.

7. PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (‘‘the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement forfurnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

8. DIRECTORSAND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ketan Kothari (DIN: 00230725), Director of the Company who retires by rotation and being eligible, offer himself for reappointment.

Mr. Anilchandra Bhujade (DIN: 02787387) was appointed as an Additional Director (Non-Executive Professional) on the Board of the Company w.e.f. 15.01.2018 however Mr. Anilchandra Bhujade has tender his resignation on 07.03.2018 due to preoccupation, Mr. Nishant Ranka (DIN: 06609705), was appointed as an Additional Director (Non-Executive Independent Director) on Board of the Company w.e.f 07.03.2018 he shall hold office upto the date of ensuing Annual General Meeting. The Company has received a notice as per the provisions of section 160 (1) of the Companies Act, 2013 from a member proposing Mr. Nishant Ranka appointment as Director. Mr. Nishant Ranka has submitted a declaration that he meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013, and the same have been considered and taken on record by the Board. The Board of Directors recommends his appointment as Independent Director for a term of 5 years.

Mr. Kamlesh Jain and Mr. Punit Goyal they have tender their resignation on 07.03.2018 and 29.05.2018 respectively, The Board placed on records its appreciation forthe valuable services rendered by Mr. Kamlesh Jain and Mr. Punit Goyal.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the company are as follows:

Sr. No.	Name	Designation
1.	Mr. Sunny Parekh	Company Secretary & Compliance officer
2.	Mrs. Bhavi Desai	CFO

Mr. Santosh Dakare have resigned from the post of Chief Financial Officer of the Company w.e.f. 18^th December, 2017. The Board placed on records its appreciation for the valuable services rendered by Mr. Santosh Dakare and Mrs. Bhavi Desai, Chartered Accountant is appointed as new Chief Financial Officer of the company in place of Mr. Santosh Dakare.

9. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to Director''s Responsibility Statement, it is hereby confirmed that:

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

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

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

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

(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.

10. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975 in respect of employees of the Company and directors have been appended as “Annexure -1 ” to this report.

11. EXTRACT OF ANNUAL RETURN:

Pursuant to the Section 92(3) of the Companies Act, 2013 Extract of the Annual Return is annexed to this report as “Annexure-2”.

12. AUDITORS:

A. STATUTORY AUDITORS AND AUDITOR''S REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, the current Auditors of the Company, Ladha Singhal & Associates, Chartered Accountants (having FRN: 120241W) were appointed by the members at the 32^nd Annual General Meeting to hold office until the conclusion of the 36^lh Annual General Meeting to be held in the year 2020.

STATUTORY AUDITORS QUALIFICATION:

There is no qualification, reservation or adverse remarks made in the Statutory Auditors Report.

B. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of Mr. Mayank Arora proprietor of M/s. Mayank Arora & Co., Company Secretaries, Mumbai (M. No. A33328 and COP No.: 13609) to conduct the Secretarial Audit of the Company for the financial year ended 31st March, 2018.

The report of the Secretarial Auditor is appended as “Annexure-3”.

SECRETARIALAUDITORS QUALIFICATION:

There is no qualification, reservation or adverse remarks made in the Statutory Auditors Report.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company being engaged in the financial services does not have any energy utilization or technology absorption. The Company during the year under consideration has not earned or spent any foreign exchange.

14. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions done by the Company during the financial year were at Arm''s Length and in ordinary course of business. All related party transactions were placed in the meetings of the Audit Committee and the Board of Directors for their necessary review and approval. During the financial year, your Company has not entered into any material transaction (as per Regulation 23 of SEBILODR, 2015) with any of its related parties which may have potential conflict with the interest of the Company at large. The disclosures pursuant to Accounting Standards on related party transactions have been made in the notes to the Financial Statements. To identify and monitor significant related party transactions the Company has also framed a policy on the related party transactions and the same is available on the Company''s website i.e., www.finkurve.com

15. LOANS, GUARANTEES AND INVESTMENTS:

Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), disclosure on particulars relating to loans, advances, guarantees and investments are provided as part of the financial statements.

16. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

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

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS:

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

18. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21, AS-23 and AS-27 of the Companies (Accounting Standards) Rules, 2006 and pursuant to Regulation 33 of the Sebi (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audited Consolidated Financial Statements forms part of this Annual Report.

19. SUBSIDIARIES, ASSOCIATES & JOINT VENTURES:

The Company has two subsidiaries out of which one is material non listed Indian Subsidiary Company. There are no associate or joint ventures companies within meaning of Section 2(6) of the act.

Brief Details And Highlights of Performance of The Direct Subsidiaries:

Supama Forex Private Limited:

(In Rs/-)

Particulars	2017-18	2016-17
Gross Income	285,21,50,508	299,04,44,418
Total Expenses	285,11,81,372	298,78,17,579
Profit Before Tax	9,69,136	26,26,839
Less: Tax Expenses	(1,56,505)	(5,46,456)
Net profit After Tax	8,12,631	20,80,383

Aether Leisure Private Limited: (Formerly known as Finkurve Enterprises Private Limited)

(In Rs/-)

Particulars	2017-18	2016-17
Gross lncome/(Loss)	1,42,42,454	17,43,88,895
Total Expenses	1,76,79,286	17,60,13,846
Profit Before Tax	(34,36,832)	(16,24,951)
Less: Tax Expenses	Nil	Nil
Net profit After Tax	(34,36,832)	(16,24,951)

Apart from the above two subsidiaries, M/s. Augmont Gold Private Limited (Formerly known as Finkurve Bullion Private Limited) Ceased to be Associate company.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiaries in Form AOC-1 is attached to the financial statements of the Company as “Annexure - 4 ” The statement also provides the details of performance and financial position of the Subsidiary Companies.

20. AUDIT COMMITTEE

The details pertaining to the composition of the audit committee are included in the Corporate Governance Report, which is a part of this report.

21. RISK MANAGEMENT:

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and the Listing Regulations, the Company has constituted a business risk management committee and it has framed and adopted a policy on Risk Management of the Company, to identify the elements of risk which may threaten the existence of the Company and possible solutions to mitigate the risk involved.

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

22. CORPORATE SOCIAL RESPONSIBILITY(CSR):

Company has not developed any corporate social responsibility initiative as the same is not applicable to company.

23. NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178 of the Companies Act, 2013 the Board of Directors of your Company has, on recommendation of the Nomination & Remuneration Committee, framed and adopted a policy for selection and appointment of directors, senior management and their remuneration.

24. CORPORATE GOVERNANCE:

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 compliance with the Corporate Governance provisions is not applicable to the Company as the paid-up Share Capital of the Company is less than 10 crores and its Net Worth does not exceed 25 crores. Hence, the Report on Corporate Governance is not included in the Annual Report.

However, the Company has complied with all the mandatory requirements of Corporate Governance.

BOARD OF DIRECTORS:

Composition:

The Board of the Company has an optimum combination of Executive, Non-Executive and Independent Directors. The current strength of the Board includes one Women Director. The composition of the Board of the Directors is in conformity with the Listing Regulations. No relationship exists between the directors inter-se. The details of the directors and their directorships/memberships in Committees of other companies as on 31^st March, 2018, (excluding Finkurve Financial Services Limited) are as under.

Sr. No.	Name of Director	Category	No. of Directorships in other Companies	Committee Positions*
				Chairman	Member
1.	Mr. Ketan Kothari	Non-Executive,Non-Independent	7	Nil	Nil
2.	Mr. Sachin Kothari	Executive, Non-Independent	1	Nil	Nil
3.	*Mr. Kamlesh Jain	Non-Executive Independent,	5	Nil	Nil
4.	Mrs. Riddhi Tilwani	Non-Executive Independent,	0	Nil	Nil
5.	**Mr. Punit Goyal	Non-Executive Independent,	6	Nil	Nil
6.	#Mr. Anilchandra Bhujade	Non-Executive, Non-Independent	6	Nil	Nil
7.	##Mr. Nishant Ranka	Non-Executive lndependent,	5	Nil	Nil

* Resigned on 07/03/2018

** Resigned on 29/05/2018

# Appointed on 15/01/2018 & Resigned on 29/05/2018

## Appointed on 07/03/2018

Profile of Directors:

The brief profile of the Company''s Board of Directors is as under:

(i) Mr. Ketan Kothari (DIN: 00230725):

Mr. Ketan Kothari is a Chairman & Non-Executive Director of the Company and have done M.A. in Finance & Investments from Nottingham University, UK and joined RiddiSiddhi Bullions Limited (RSBL) in the year 2003. He has been instrumental in the successful technical implementation of the futures trading division as well as RSBL Spot. He has been in the forefront in the launch of India''s first structured product in the commodities market - RSBL Optionally Convertible Debentures (OCDs). Also, to address the growing demand of bullion investments, he introduced an innovative product called ''Bullion-i—which is primarily targeted to HNIs and provides a dual income advantage. Mr. Ketan Kothari is now spearheading new product development and innovation at Finkurve Financial Services Limited.

(ii) Mr. Sachin Kothari (DIN: 03155884):

Mr. Sachin Kothari is an Executive Director of the Company and has done MBA in Strategy and Finance from Cass Business School, London. He is also a qualified Chartered Accountant from Institute of Chartered Accountants of India. He has an experience of over 9 years in the field of Accountancy and Finance. Prior to joining Finkurve, he worked as a Senior Consultant in a Management Consulting Firm. Mr. Sachin Kothari is now actively involved in the day to day functioning and decision making at Finkurve Financial Services Limited.

(iii) Mrs. RiddhiTilwani (DIN: 06910038):

Mrs. Riddhi Tilwani is a Non-Executive Independent Director of the Company and is a qualified Company Secretary from the Institute of Company Secretaries of India. She has an experience of over4 years in Secretarial and Compliance field.

(iv) Mr. Nishant Ranka (DIN: 06609705):

Mr. Nishant Ranka is a Non-Executive Independent Director of the Company and is a qualified Chartered Accountant from Institute of Chartered Accountants of India. He has an experience of over 13 years in the field of Accountancy and Finance.

Board Meetings

During the year 9 (Nine) Board Meetings were held i.e. on 28^th April, 2017, 30^th May, 2017,14^thAugust, 2017,21^stAugust, 2017, 13^th November, 2017, 18^th December, 2017, 15"¹ January, 2018, 05^th February, 2018 and 07^th March, 2018 the particulars of attendance of the directors are as under:

Sr. No.	Name of Director	No. of Board Meetings attended	Attendance at AGM held on 29/09/2017
1.	Mr. Ketan Kothari	9 of 9	Yes
2.	Mr. Sachin Kothari	9 of 9	Yes
3.	Mr. Nishant Ranka	1 of 1	N.A
4.	Mrs. Riddhi Tilwani	4 of 9	Yes

Induction & Training of Board members:

On appointment, the concerned director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through a formal induction program including the presentation on the Company''s finance and other important aspects. The Company Secretary briefs the director about their legal and regulatory responsibilities as a director.

Independent Director:

Pursuant to the provisions of the section 149 of the Companies Act, 2013, the following Non-Executive Directors are appointed as Independent Directors:-

Sr. No.	Name of Director	Date of Appointment
1.	Mrs.Riddhi Kamlesh Tilwani	01/07/2014
2.	Mr. Nishant Tolchand Ranka	07/03/2018

Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 15^th February, 2018 to review the performance of Non-Independent Directors, Chairman and the Board as whole. The Independent Directors also reviewed the quality, quantity and timeliness of the flow of information between the management and the Board and it''s Committees which is necessary to effectively and reasonably perform and discharge their duties.

Familiarisation programme for Independent Directors:

Whenever any person joins the Board of the Company as an Independent Director, an induction programme is arranged for him/her wherein he/she is familiarised with the Company, their roles, rights and responsibilities in the Company, the code of conduct to be adhered, nature of the industry in which the Company operates, business model of the Company, meeting with the senior management team members, etc. The details of familiarization programmes imparted to Independent Directors can be viewed at our website www.finkurve.com.

Women Director:

In terms of the provision of Section 149 of the Companies Act, 2013 and Regulation 17 (1) of SEBI (LODR) Regulation, 2015 a company shall have at least one women director on the board of the company. Your Company has one woman directors Mrs. Riddhi Kamlesh Tilwani on Board w.e.f. 01^st July, 2014.

Committees of the Board

As on 31^st March, 2017 the Company has Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Risk Management Committee. The details of these Committees are set out below.

1. Audit Committee:

Composition:

During the year Audit Committee is reconstituted and comprises with following members as on 31^st March, 2018:

Sr. No.	Name of the Member	Designation
1.	*Mr. Nishant Ranka	Chairman, Independent Director
2.	Mr. Sachin Kothari	Member, Executive Director
3..	Mrs. Riddhi Tilwani	Member, Independent Director

Mr. Nishant Ranka is appointed as Chairman of the committee in place of Mr. Kamlesh Jain w.e.f. 07^th March, 2018.

Meetings & Attendance:

During the year under review, the Committee met 4 (Four) times on 30“'' May, 2017,14^th August, 2017,13^th November, 2017 and 05^th February, 2018.

Names of the Committee Members along with their attendance are given below:

Sr. No.	Name of the Member	Designation	No. of meetings attended
1.	Mr. Kamlesh Jain	Chairman	4 of 4
2.	Mr. Sachin Kothari	Member	4 of 4
3..	Mrs. Riddhi Tilwani	Member	4 of 4

Terms of reference:

The terms of reference of the Audit Committee are as perthe guidelines set out in the Listing Regulations of the stock exchange read with Section 177 of the Companies Act, 2013. These broadly includes (i) develop an annual plan for Committee (ii) review of financial reporting processes (iii) review of risk management, internal control and governance processes (iv) discussions on quarterly half yearly and annual financial statements (v) interaction with statutory and internal auditors (vi) recommendation for appointment, remuneration and terms of appointment of auditors and (vii) risk management framework concerning the critical operations of the Company.

In addition to the above, the Audit Committee also reviews the following:

(i) Matter included in the Director''s Responsibility Statement

(ii) Changes, if any, in the accounting policies

(iii) Major accounting estimates and significant adjustments in financial statement

(iv) Compliance with listing and other legal requirements concerning financial statements

(v) Disclosures in financial statement including related party transactions

(vi) Qualification in draft audit report

(vii) Scrutiny of inter-corporate loans & investments

(viii) Management''s Discussions and Analysis of Company''s operations

(ix) Valuation of undertakings or assets of the Company, wherever it is necessary

(x) Periodical Internal Audit Reports and the report of Risk Management Committee, if any

(xi) Findings of any special investigations carried out either by the Internal Auditors or by the external investigating agencies.

(xii) Letters of Statutory Auditors to management on internal control weakness, if any.

(xiii) Major non routine transactions recorded in the financial statements involving exercise of judgement by the management.

(xiv) Recommend to the Board the appointment, re-appointment and, if required the replacement or removal of the statutory auditors considering their independence and effectiveness, and recommend the audit fees.

(xv) Subject to review by the Board of Directors, review on quarterly basis, Related Party Transactions entered into by the Company pursuant to each omnibus approval given.

2. Nomination & Remuneration Committee:

Composition:

During the year Nomination and Remuneration Committee is reconstituted and comprises with following members as on 31^s1 March, 2018:

Sr. No.	Name of the Member	Designation
1.	*Mr. Nishant Ranka	Chairman, Independent Director
2.	Mr. Sachin Kothari	Member, Executive Director
3..	Mrs. Riddhi Tilwani	Member, Independent Director

* Mr. Nishant Ranka is appointed as Chairman of the committee in place of Mr. Kamlesh Jain w.e.f. 07^lh March, 2018. Meetings & Attendance:

During the year under review, the Committee met 2 (Two) time on 11^th December, 2017 and 26^th February, 2018.

Names of the Committee Members along with their attendance are given below:

Sr. No.	Name of the Member	Designation	No. of Meetings attended
1.	Mr. Ketan Kothari	Chairman	2 of 2
2.	Mr. Kamlesh Jain	Member	2 of 2
3.	Mrs. Riddhi Tilwani	Member	2 of 2

Terms of Reference:

i.) To identify persons who are qualified to become directors and who may be appointed in senior management level in accordance with the criteria laid down in the Nomination & Remuneration policy.

ii.) To recommend to the Board, appointment and removal of the directors and evaluation of every director''s performance as laid down in the Nomination & Remuneration policy

iii.) To formulate the criteria for determining qualifications and positive attributes of the Directors

iv.) To deal with the matters relating to the remuneration payable to Whole Time Directors, Key Managerial Personnel and Senior Management Executives and commission, if any, to be paid to Non-Executive Directors, apart from sitting fees.

v) To review the overall compensation policy, service agreement and other employment conditions of Whole Time Directors, Key Managerial Personnel and Senior Management Executives which include the employees designated as Vice-President and above (normally include the first layer of management below the Board level),

vi.) To deal with other matters as the Board may refer to the Nomination and Remuneration Committee (“the Committee”) from time to time.

Performance evaluation criteria for Independent Director:

The Company has carried out performance evaluation of its Independent Directors individually. The structured evaluation process contained various aspects of the functioning of Independent Directors and their roles, frequency of meetings, level of participation, and independence of judgments, performance of duties and obligations and implementation of good corporate governance practices. The Company expressed its satisfaction on the performance of Independent Directors individually.

3. REMUNERATION OF DIRECTORS:

Criteria of making payments to Non-Executive Directors:

Company does not make any payments to Non-Executive Directors towards their services except from the sitting fees which are cited below;

Details of Remuneration and Sitting fees paid to the Non-Executive Directors during the financial year ended 31“ March, 2018 are given below.

Sr. No.	Name of the Member	Sitting Fees (Amt. in Rs.)	Annual Remuneration / Commission1 (Amt in Rs.)	No. of Shares held
1.	Mr. Ketan Kothari	Nil	Nil	5,34,51,230
2.	Mr. Kamlesh Jain	Nil	Nil	1,30,000
3.	Mrs. Riddhi Tilwani	40,000	Nil	Nil

The tenure of the Independent Directors is fixed in accordance with the requirements laid down in the Companies Act, 2013 and clarifications/circulars issued by the Ministry of Corporate Affairs, in this regard, from time to time.

The Disclosures with respect to the remuneration of the director is given in the Annexure -1 of the Directors Report.

Disclosures regarding appointment/re-appointment of Directors:

The details of the directors who are being appointed/ reappointed are provided in the Notice to the Annual General Meeting.

4. Stakeholder''s Relationship Committee:

Composition:

During the year Stakeholder Relationship Committee is reconstituted and comprises with following members as on 31^st March, 2018:

Sr. No.	Name of the Member	Designation
1.	Mr. Ketan Kothari	Chairman, Non-Executive Director
2.	*Mr. Nishant Ranka	Member, Independent Director
3.	Mrs. Riddhi Tilwani	Member, Independent Director

*Mr. Nishant Ranka is appointed as Member of the committee in place of Mr. Kamlesh Jain w.e.f. 07th March, 2018.

Meetings & Attendance:

During the year under review, the Committee met 4 (Four) times on 30th May, 2017,14th August, 2017,13th November, 2017 and 05th February, 2018.

Name of the Committee Members along with their attendance is given below -

Sr. No.	Name of the Member	Designation	No. of Meetings attended
1.	Mr. Ketan Kothari	Chairman	4 of 4
2.	Mr. Kamlesh Jain	Member	4 of 4
3.	Mrs. Riddhi Tilwani	Member	4 of 4

Mr. Sunny Parekh, Company Secretary of the Company has been designated as Compliance Officer (E-mail ID: [e-mail] ) for complying with the requirements of SEBI (LODR) Regulations, 2015 with the Stock Exchanges.

Terms of Reference

The Committee focuses primarily on monitoring and ensuring that all investor services operate in an efficient manner and that shareholder and investor grievances/complaints including that of all other stakeholders are addressed promptly with the result that all issues are resolved rapidly and efficiently.

Details of Investor Complaints

Number of Complaints received from 01/04/2017 to 31/03/2018
Pending as on 01/04/2017	Received	Redressed	Pending as on 31/03/2018
Nil	Nil	Nil	Nil

EVALUATION OF THE BOARD''S PERFORMANCE:

During the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgement, safeguarding of minority shareholders interest etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received a declaration made by the Independent Directors of the Company that they have fulfilled the criteria given under Section 149(6) of the Companies Act, 2013 and other applicable provisions.

25. LISTING OF SHARES:

The Equity Shares of the Company are listed on BSE Limited. Further, the Company has paid necessary listing fees to BSE as perthe Listing Agreement.

26. ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Whistle Blower Policy is formulated to encourage all employees and directors of the Company to report any unethical behavior, actual or suspected fraud or violation of the Code of the Company and to provide a secure environment to such employees acting in good faith and safeguarding them from any adverse action by the management. This policy is in line with the requirements of the Listing Regulations of the Stock Exchange and the provisions of Sub Section 9 of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 which stipulated that every listed Company shall establish a “Vigil Mechanism”.

27. CODE OF CONDUCT:

The Code of Conduct for the directors and Senior Management Personnel of the Company has been laid by the Board and necessary declaration has been obtained from them. The Company has adopted amended ''Code of Conduct'' (including code of conduct of Independent Directors) and the terms & conditions for appointment of Independent Directors of the Company in the meeting of Board of Directors held on 12^th November, 2014.

A declaration signed by the Executive Director of the Company to this effect is contained at the end of this report. The said Code is posted on the website of the Company.

28. COMPANY''S PHILOSOPHY:

Your Company believes that sound ethical practices, transparency in operations and timely disclosures go a long way in enhancing long-term shareholders value while safeguarding the interest of all the stakeholders. It is this conviction that has led the Company to make strong corporate governance values intrinsic in all operations. The Company is led by a distinguished Board, which includes independent directors. The Board provides a strong oversight and strategic counsel. The Company has established systems and procedures to ensure that the Board of the Company is well-informed and well-equipped to fulfill its oversight responsibilities and to provide management the strategic direction it | needs to create long-term shareholders value.

29. Other Disclosures:

(i) Related Party Transactions:

There are no transactions of materially significant nature that have been entered into by the Company with the promoters, directors, their relatives and the management and in any Company in which they are interested, that may have potential conflict with the interest of the Company. The transactions entered into by the Company with related parties in the normal course of business. The members may refer to the Notes to Accounts for details of Related Party Transactions. The Board of Directors of the Company on the recommendation of the Audit Committee has adopted a policy to regulate transactions between the Company and its Related Parties in compliance with the applicable provisions of the Companies Act, 2013 the Rules thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This policy was considered and approved by the Board at its Meeting held on 12*¹ November, 2014. The policy has also been uploaded on the website of the Company i.e. www.finkurve.com

(ii) Disclosure of Accounting Treatment:

The Company has followed the treatment laid down in the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in the preparation of financial statements. There are no audit qualifications in the Company''s financial statements forthe year under review.

(iii) Compliance:

The Company has complied with the requisite regulations relating to capital markets. No Penalties/restrictions have been imposed on the Company by the Stock Exchange or SEBI or any other statutory authority on any matter related to capital market during the last three years.

(iv) Whistle Blower Policy:

In line with the best Corporate Governance practices, the Company has in place a system through which the directors and employees may report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics without fear of reprisal. The employees and directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle-Blower Policy is placed on the website of the Company.

(v) Disclosure on Sexual Harassment of Women at Workplace:

The Company has no tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has also constituted an Internal Complaints Committee to consider and to redress complaints of sexual harassment.

(vi) Prevention of InsiderTrading Code:

As per SEBI (Prevention of InsiderTrading) Regulation, 1992, as amended, the Company has adopted a Code of Conduct for Prevention of Insider Trading. All the directors, employees at senior management and other employees who could have access to the unpublished price sensitive information of the Company are governed by this code. The trading window is closed during the time of declaration of results and occurrence of any material events as per the Code. The Compliance Officer is responsible for setting forth procedures and implementation of the code for trading in Company securities. During the year under review there has been due compliance with the said code.

(vii) Material Subsidiary policy:

The Company has framed policy for determining “material subsidiaries” to ensure that Board of Directors has overall supervision of functioning of subsidiaries of the Company and to provide the governance framework for such subsidiaries. The policy has been uploaded on the website of the Company i.e. www.finkurve.com

(viii) CEO/CFO Certification:

The certificate certifying that the financial statements do not contain any materially untrue statement and these statements represent a true and fair view of the Company''s affairs is annexed and forms part of the Annual Report.

(ix) Risk Management:

The Company has laid down the procedures to inform the members of the Board about the risk assessment and minimization procedures and the Board has also formulated Risk Management Policy to ensure that the critical risks are controlled by the executive management.

The Management Discussion &Analysis Report forms part of the Annual Report.

30. ACKNOWLEDGEMENT:

You''re Company and its directors wish to extend their sincerest thanks for the co-operation received from shareholders, bankers and other business constituent during the year under review. Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by all employees of the Company.

For and on behalf of the Board of Directors

Ketan Kothari

Chairman

(DIN: 00230725)

Place: Mumbai

Date: 30^th August, 2018

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report of your Company together with the Audited Financial Statements of Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars Year Ended Year Ended 31st March, 2014 31st March, 2013

Total Revenue 30.40 5.53

Less : Total Expenses 67.17 35.07

Profit / (Loss) before tax (36.77) (29.54)

Less : Provision for Taxation

- Income Tax Nil Nil

- Deferred Tax(Asset)/ Liability (9.96) (9.08)

Profit / (Loss) After tax (26.81) (20.45)

Balance of Profit/(Loss) as 56.19 76.65 per last Balance Sheet

Balance of Profit/(Loss) 29.39 56.19 carried to Balance Sheet

OPERATIONS:

During the year under review, the Company earned total revenue of Rs. 30.40 Lacs as against Rs. 5.53 Lacs in the previous year. The Loss before tax was Rs. 36.77 Lacs as against Rs. 29.54 Lacs in previous year. The Loss after tax was Rs. 26.81 Lacs as against Rs. 20.45 Lacs in the previous year. Your Directors expect better performance and recovery of losses in the coming years.

DIVIDEND:

In view of the loss incurred during the year, the Board of Directors do not recommend any payment of dividend for the year under review.

DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ketan Kothari, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board recommends for his re-appointment.

Mrs. Riddhi Tilwani (DIN : 06910038) was appointed as Additional Independent Director on the Board of the Company on 01.07.2014, pursuant to the Articles of Association of the Company and Section 161 of the Companies Act, 2013.

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 Mrs. Riddhi Tilwani (DIN:06910038) and Mr. Kamlesh Jain (DIN:01588994) as Independent Directors form part of the Notice of the Annual General Meeting.

The Company has received notices under Section 160 of the Companies Act, 2013 from Members signifying their intention to propose Mrs. Riddhi Tilwani and Mr. Kamlesh Jain as candidates for the office of Independent Director at the ensuing Annual General Meeting. The Company has also received the requisite disclosures/declarations from Mrs. Riddhi Tilwani and Mr. Kamlesh Jain as required under Section 149 and other applicable provisions of the Companies Act, 2013. Requisite approval for their appointment is being sought at the ensuing Annual General Meeting.

CORPORATE GOVERNANCE:

The Company has complied with all the requirements regarding Corporate Governance as required under the revised Clause 49 of the Listing Agreement with the Stock Exchange(s). The report on Corporate Governance, Management Discussion and Analysis, as well as the Auditors Certificate on the compliance of Corporate Governance form part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217 (2AA) of the Companies Act 1956, your Directors hereby state and confirm that:

1. In the preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable Accounting Standards have been followed and no material departures have been made from the same;

2. 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 31st March, 2014 and loss of the Company for the year ended on that date;

3. 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 for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the accounts for the financial year ended 31st March, 2014 on a "Going Concern" basis. SUBSIDIARY COMPANIES:

RSBL Commodities Private Limited (RCPL) is engaged in the business of Bullion trading and Arbitrageurs in Agricultural products, metals and other commodities and securities. It is one of the largest delivery participants across major Indian commodity exchanges and is awarded PREMIER TRADING HOUSE status under the EXIM policy of India. RCPL is one of the few nominated agencies for import of bullion in India and also one of the only four Indian companies to be associated with the London Bullion Market Association (LBMA).

Supama Forex Private Limited (SFPL) is engaged in foreign exchange business. It is an Authorized Money Changer (AMC) grade license holder issued by the Reserve Bank of India (RBI) under the Foreign Exchange Management (fEMA) Act, 1999 and has been successfully catered to wholesale, retail, travel and commercial foreign exchange requirements of corporates, travel agents and individual private clients.

CONSOLIDATED FINANCIAL STATEMENTS:

The Ministry of Corporate Affairs (MCA) vide General Circular No.2/2011 No. 51/12/2007-CL-III dated 8th February 2011 read with General Circular No.3/2011 No. 5/12/2007-CL-III dated 21st February 2011 has granted a general exemption from attaching the Balance Sheet of subsidiary companies with holding Company''s Balance Sheet, if the holding Company presents in its Annual Report Consolidated Financial Statements duly audited by its Statutory Auditors. The Company is publishing Consolidated Financial Statements in the Annual Report and accordingly the Company is not attaching the Balance Sheets of the Subsidiary Companies with its Balance Sheet. Further, as required under the said circular, a statement of financial information of the subsidiary companies viz. RSBL Commodities Private Limited and Supama Forex Private Limited is given in Annexure attached to this report.

The Annual Accounts of the above referred subsidiary companies are available on the Company''s website www.finkurve.com and shall be made available to the shareholders of the Company and of the subsidiary companies on request and will also be kept for inspection at the Registered Office of the Company and of the subsidiary companies during the office hours on all working days and during the Annual General Meeting of the Company.

AUDITORS:

M/s. Ladha Singhal & Associates, Chartered Accountants, Mumbai, (FRN: 120241W) the Statutory Auditors of the Company hold office upto the conclusion of the ensuing Annual General Meeting of the Company. The Company has received a letter from them to the effect that their re-appointment, if made, would be in conformity with the provisions of Section 139 of the Companies Act, 2013.

The Board recommends the re-appointment of M/s. Ladha Singhal & Associates, Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company.

PUBLIC DEPOSITS:

Your Company has neither accepted nor renewed any deposit within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules made there under during the year ended 31st March, 2014.

LISTING OF SHARES :

The Equity Shares of the Company are listed with BSE Limited and the Company has paid the listing fees for the financial year 2014-2015.

STATUTORY INFORMATION:

a) Particulars of Employees:

No employees were in receipt of remuneration exceeding the limits as prescribed under the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, hence no such particulars are furnished.

b) Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo:

Considering the nature of business activities carried out by the Company, your directors have nothing to report regarding conservation of energy, research and development and technology absorption as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. However, the Company makes its best possible efforts for conservation of energy.

There were no Foreign Exchange earnings /outgoings during the year under review.

ACKNOWLEDGMENT

Your Directors take this opportunity to place on record their sincere appreciation and acknowledge with gratitude the assistance, co-operation and support extended to your Company by bankers, clients, employees as well as the investing community and look forward to their continued support.

For and on behalf of the Board of Directors

Sd/- Place: Mumbai Ketan B. Kothari Date: 1st July, 2014 Chairman

---

Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the 29th Annual Report of your Company together with the Audited Financial Statements for the year ended 31st March, 2013.

FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars Year Ended Year Ended 31st March, 2013 31st March, 2012

Total Revenue 5.53 11.22

Less : Total Expenses 35.07 37.89

Profit / (Loss) before tax (29.54) (26.67)

Less : Provision for Taxation

- Income Tax Nil Nil

- Deferred Tax(Asset)/ Liability (9.08) (7.63)

Profit / (Loss) After tax (20.46) (19.04)

Balance of Profit/(Loss) as per last Balance Sheet 76.65 95.69

Balance of Profit/(Loss) carried to Balance Sheet 56.19 76.65

OPERATIONS:

During the year under review, the Company earned total revenue of Rs. 5.53 Lacs as against Rs.11.22 Lacs in the previous year. The Loss before tax was Rs. 29.54 Lacs as against Rs. 26.67 Lacs in previous year. The Loss after tax was Rs. 20.46 Lacs as against Rs. 19.04 Lacs in the previous year. Your Directors expect better performance and recovery of losses in the coming years.

DIVIDEND:

In view of the loss incurred during the year, the Board of Directors do not recommend any payment of Dividend for the year under review.

DIRECTORS:

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ketan B. Kothari, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board recommends his re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217 (2AA) of the Companies Act 1956, your Directors hereby state and confirm that:

1. In the preparation of the Annual Accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed and no material departures have been made from the same;

2. 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 31st March, 2013 and loss of the Company for the year ended on that date;

3. 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; and

4. The Directors have prepared the accounts for the financial year ended 31st March, 2013 on a "Going Concern" basis.

SUBSIDIARY COMPANIES:

During the year under review, your Company has acquired 100% and 83.20% stakes in RSBL Commodities Private Limited (RSBL) and Supama Forex Private Limited (SFPL) respectively, and by virtue of these acquisition of shares, these companies have become subsidiaries of the Company.

RSBL is engaged in the business of Bullion trading and Arbitrageurs in Agricultural products, metals and other commodities and securities. It is one of the largest delivery participants across major Indian commodity exchanges and is awarded PREMIER TRADING HOUSE status under the EXIM policy of India. RSBL is one of the few nominated agencies for import of bullion in India and also one of the only four Indian companies to be associated with the London Bullion Market Association (LBMA).

SFPL is engaged in foreign exchange business. It is an Authorized Money Changer (AMC) grade license holder issued by the Reserve Bank of India (RBI) under the Foreign Exchange Management (FEMA) Act, 1999 and has been successfully catered to wholesale, retail, travel and commercial foreign exchange requirements of corporates, travel agents and individual private clients.

CONSOLIDATED FINANCIAL STATEMENTS:

The Ministry of Corporate Affairs (MCA) vide General Circular No.2/2011 No. 51/12/2007-CL-III dated 8th February, 2011 read with General Circular No.3/2011 No. 5/12/2007-CL-III dated 21st February, 2011 has granted a general exemption from attaching the Balance Sheet of subsidiary companies with holding Company''s Balance Sheet, if the holding Company presents in its Annual Report Consolidated Financial Statements duly audited by its Statutory Auditors. The Company is publishing Consolidated Financial Statements in the Annual Report and accordingly, the Company is not attaching the Balance Sheets of the Subsidiary Companies with its Balance Sheet. Further, as required under the said circular, a statement of financial information of the subsidiary companies viz. RSBL Commodities Private Limited (RCPL) and Supama Forex Private Limited (SFPL) is given in Annexure attached to this report.

The Annual Accounts of the above referred subsidiary companies are available on the Company''s website www.finkurve.com and shall be made available to the shareholders of the Company and of the subsidiary companies on request. The same will also be kept for inspection at the Registered Office of the Company and of the subsidiary companies during the office hours on all working days (except Saturdays) and during the Annual General Meeting of the Company.

AUDITORS:

M/s. Ladha Singhal & Associates, Chartered Accountants, Mumbai (FRN: 120241W), the Statutory Auditors of the Company hold office up to the conclusion of the ensuing Annual General Meeting of the Company. The Company has received a letter from them to the effect that their re-appointment, if made, would be in conformity with the provisions of Section 224(1B) of the Companies Act, 1956.

The Board recommends the re-appointment of M/s. Ladha Singhal & Associates, Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company and to audit financial accounts of the Company for the year 2013-14.

PUBLIC DEPOSITS:

Your Company has neither accepted nor renewed any deposit within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules made thereunder during the year ended 31st March, 2013.

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to the provisions of Section 383A of the Companies Act, 1956, the Company has received Secretarial Compliance Certificate from M/s. Manish Ghia & Associates, Practising Company Secretary, Mumbai and forming part of this report.

CORPORATE GOVERNANCE:

The Company does not fall in any of the criteria prescribed under Clause 49 of the Listing Agreement for compliance of Corporate Governance. However, the Company is always committed towards good Corporate Governance for which the Company has constituted following committees:.

1. AUDIT COMMITTEE:

The Company has constituted an Audit Committee comprising of Mr. Mukesh P. Shah, Mr. Kishor G. Sanghani, Mr. Kamlesh B. Jain, Independent Directors and Mr. Sachin G. Kothari, Executive Director of the Company. Mr. Mukesh P. Shah is Chairman of the Committee.

During the year under review, the committee duly met 3 (Three) times on 11th August, 2012, 31st October, 2012 and 8th February, 2013.

The broad terms of Audit Committee includes the review of the Quarterly/Half Yearly/Annual Financial Statements of the Company before submission to the Board of Directors for its approval, the review of the internal control procedures, the accounting policies and practices adopted by the Company from time to time, recommending the appointment/ re-appointment of statutory auditors and fixation of their remuneration.

2. REMUNERATION COMMITTEE:

The Company has constituted a Remuneration Committee comprising of Mr. Kishor G. Sanghani, Mr. Mukesh P. Shah and Mr. Kamlesh B. Jain, Independent Directors of the Company. Mr. Kishor G. Sanghani is Chairman of the Committee.

The broad terms of reference of the Remuneration Committee are to recommend the remuneration payable to Executive Directors of the Company. During the year under review, no meeting of the Remuneration Committee was held.

3. INVESTORS'' GRIEVANCE COMMITTEE:

The Company has constituted an Investors'' Grievance Committee comprising of Mr. Ketan B. Kothari, Mr. Mukesh P Shah and Mr. Kishor G. Sanghani, Directors of the Company. Mr. Ketan B. Kothari is Chairman of the Committee.

During the year under review, the committee duly met 3 (Three) times on 11th August, 2012, 31st October, 2012 and 8th February, 2013.

The Investors'' Grievance Committee reviews the status of investors'' complaints received by the Company on Quarterly basis. The Company has not received any complaints from the Investors'' during the year under review.

Mr. Nikunj Sheth, Compliance Officer acts as secretary to the committees of the Company.

LISTING OF SHARES :

The Equity Shares of the Company are listed at BSE Limited and the Company has paid the listing fees for the financial year 2013-14.

STATUTORY INFORMATION:

1) Particulars of Employees:

No employees were in receipt of remuneration exceeding the limits as prescribed under the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended; hence no such particulars are furnished.

2) Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Considering the nature of business activities carried out by the Company, your directors have nothing to report regarding Conservation of Energy, Research and Development and Technology Absorption as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988. However, the Company makes its best efforts for conservation of energy.

There were no Foreign Exchange earnings /outgoings during the year under review.

ACKNOWLEDGMENT

Your Directors take this opportunity to place on record their sincere appreciation and acknowledge with gratitude the assistance, co-operation and support extended to your Company by bankers, clients, employees as well as the investing community and look forward to their continued support.

For and on Behalf of the Board of Directors

Ketan B. Kothari

Place : Mumbai Chairman

Date: 28th May, 2013

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Mar 31, 2010

The Directors have pleasure in presenting their 26th Annual Report of your Company together with the Audited Statements of Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS:

(Amount in Rupees)

Year Ended Year Ended Particulars 31.03.2010 31.03.2009

Total Income 478,087 820,796

Less: Total Expenditure 901,589 1,414,400

Profit/(Loss) before tax (423,502) (593,604)

Less: Provision for Taxation

-Income Tax Nil Nil

-Deferred Tax 132,632 183,320

-Fringe Benefit tax Nil -2,319

Profit/(Loss) After tax (290,870) (412,603)

Excess Provision for Tax of earlier year Nil 1,320

B/f Balance of Profit & Loss Account 10,149,321 10,560,604

Balance carried to Balance Sheet 9,858,450 10,149,321

OPERATIONS:

During the year under review, the interest income from loans granted was Rs. 449,431/- as against Rs. 420,796/- in the previous year. The other income was Rs. 28,656/- during the year. The Loss before tax was Rs. 423,502/- as against loss of Rs. 593,604/-in previous year. The Loss after tax was Rs 290,870/-as against loss of Rs. 412,603/-in the previous year.

With the sign of overall growth in the economy, your Directors expect better performance & recovery of losses in the coming years.

DIVIDEND:

In view of the loss incurred during the year the Board of Directors do not recommend any payment of Dividend for the year under review.

TAKEOVER OF THE SHARES OF THE COMPANY:

On 25th March 2010, Mr. Ketan Kothari, Mrs. Mohinidevi Kothari, Mrs. Devkumari Kothari, Mrs. Kalavati Kothari, Mr. Rakesh Kothari and Mr. Ashish Doshi (Acquirer) entered into a Share Purchase Agreement ("SPA") with the existing promoters of the Company to acquire 96,600 fully paid-up Equity Shares of face value Rs.10/- each representing 20.13% of the total equity shares of the Company at a price of Rs. 33/-per share. Since, the acquisition triggered the Regulation 10 and 12 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, the Acquirer made an open offer to the existing shareholders of the Company to acquire further 1,60,000 equity shares representing 33.33% oft he Equity Share Capital of the Company at a price of Rs.33/- per fully share payable in cash.

Accordingly, the acquirers has acquired total 109000 fully paid-up Equity shares of Rs.10/-of the Company.

PUBLIC DEPOSIT:

Your Company has neither accepted nor renewed any deposit within the meaning of Section 58A and 58AA of the Companies Act, 1956 during the year ended on 31st March 2009.

DIRECTOR:

In accordance with Articles of Association of the Company, Mr. Rajeev Surana, director of the Company retires by rotation and being eligible offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217 (2AA) of the Companies Act 1956, your Directors hereby state and confirm that:

1. In the preparation of the Annual Accounts for the year ended 31st March, 2010, the applicable accounting standards have been followed and no material departures have been made from the same.

2. 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 31st March, 2010 and Loss of the Company for the year ended on that date.

3. 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 for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the accounts for the financial year ended 31st March, 2010on a "going concern" basis.

AUDITORS:

M/s. Rajeev Shah & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company resigned from the office of Statutory Auditors during the year. To fill casual vacancy occurred due to resignation of M/s. Rajeev Shah & Co., the members of the Company at the Extra Ordinary General Meeting held on the 7th day of June 2010 appointed M/s. A. D. Jain & Co., Chartered Accountants, Mumbai as Statutory Auditors of the Company to hold office upto the conclusion of ensuing Annual General Meeting of the Company and to audit the financial accounts of the Company for the year ended 31st March 2010.

M/s. A. D. Jain & Co., Chartered Accountants, Mumbai, retires at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment and have confirmed their eligibility under sub-section (1B) of Section 224 of the Companies Act, 1956.

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to the provisions of Section 383Aof the Companies Act, 1956, the Company has received Secretarial Compliance Certificate from M/s. Manish Ghia & Associates, Practising Company Secretary, Mumbai and attached to this report.

CORPORATE GOVERNANCE

The Company does not fall in any of the criteria prescribed under the provisions of Section 292A of the Companies Act, 1956 and clause 49 of the listing agreement for constitution of Audit Committee and Compliance of Corporate Governance. Hence, the Compliance of the Constitution of Audit Committee and Compliance of Corporate Governance is not mandatory to the Company. However, the Company is always committed towards good Corporate Governance.

LISTING OF SHARES

The Shares of the Company are listed with Bombay Stock Exchange Limited and the Company has paid the listing fees for the financial year2010-2011.

STATUTORY INFORMATION:

a) Particulars of Employees:

The relations remain cordial through out the year between employees and management.

The information as required by provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of employees) amendments rules, 1988 is reported to be NIL.

b) Particulars u/s. 217(1) (e) of the Companies Act, 1956:

Considering the nature of business activities carried out by the Company, your directors have nothing to report regarding Conservation of energy and technology absorption as required under section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules1988.

There were no Foreign Exchange earnings /outgoings during the year under review.

APPRECIATION

Your Directors express their gratitude for assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Employees of the Company.

Place : Mumbai By Order of the Board of Directers

Date : 31.08.2010 For Sanjay Leasing Limited

Registered Office:

308-310, Veena Chambers, 21, Dalal Street, Mumbai - 400 001 NARAPATRAJ MEHTA CHAIRMAN

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Mar 31, 2003

The Directors have pleasure in presenting their 19th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2003.

(Rs. In Lacs)

FINANCIAL RESULTS: Year Ended Year Ended 31/03/2003 31/03/2002

TOTAL INCOME 16.82 15.87

Profit before Tax 4.44 7.00

Less: Provision for Tax 1.65 2.50

Profit / (Loss) after tax 2.79 4.50

Add: Profit brought forward from Previous year 96.92 92.42

Balance carried to Balance Sheet 99.71 96.92



OPERATIONS :

During the year under review, your Company has earned an Income of Rs. 16.82 Lacs as against of Rs. 15.87 Lacs in the previous year, an increase of 6.05 % than the previous year. The Company earned a net profit of Rs. 2.79 Lacs as compared to Rs. 4.50 Lacs in the previous year, the decline in net profit was mainly due to provision of Rs. 0. 69 Lacs for NPA and loss of Rs. 1.90 due to devaluation of shares held as current assets.

DIVIDEND :

In order to conserve the resources for long term requirements, the Board of Directors do not recommend any payment of Dividend for the year under review.

PUBLIC DEPOSIT:

Your Company has not accepted any deposit within the meaning of section 58-A of the Companies Act, 1956.

DIRECTOR:

As per the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Sanjay Bafna will retires by rotation and being eligible offer himself for re-appointment. Your Directors recommend his re- appointment for your approval at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

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

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

2. they 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;

3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

4. they have prepared the annual accounts on a going concern basis. AUDITORS:

M/s. Rajeev Shah & Co., Chartered Accountants, Mumbai, retires at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment and have further confirmed their eligibility under Sub-Section (1B) of Section 224 of the Companies Act, 1956.

You are requested to appoint the Auditors for the financial year 2003-2004 and to fix their remuneration.

SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with the provisions of Section 383A of the Companies Act, 1956 a certificate from M/s. Manish Ghia & Associates, Company Secretaries regarding the Compliance of the provisions of the Companies Act, 1956 attached herewith.

CORPORATE GOVERNANCE

The Company does not fall in any of the criteria prescribed under the provisions of Section 292A of the Companies Act, 1956 and clause 49 of the listing agreement for constitution of Audit Committee and Compliance of Corporate Governance. Hence, the Compliance of the Constitution of Audit Committee and Compliance of Corporate Governance is not mandatory to the Company. However, the Company is always committed towards good Corporate Governance.

STATUTORY INFORMATION:

a) Particulars of Employees:

The relations remain cordial through out: the year between employees and management.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1988 is reported to be

NIL.

b) Particulars u/s. 217(1) (e) of the Companies Act, 1956:

The Company is engaged in the business of leasing and hire purchase market, therefore information regarding Conservation of Energy, Technology Absorption, Adoption and innovation are not applicable. Hence, the information required under section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, are reported to be

NIL.

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

APPRECIATION

Your Directors place on record their appreciation for the continued support of shareholders and Bankers of the Company and the business associates of the Company.

For & on behalf of the Board

(NARPATRAJ MEHTA) CHAIRMAN

Place : Mumbai

Date : 25th August, 2003

Registered Office:

306- 309, Veena Chambers, 21 Dalai Street, Mumbai - 400 023.

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Mar 31, 2001

The Directors have pleasure in presenting their 18th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2002.

(Rs. In lacs) Financial Results: Year Ended Year Ended 31/03/2002 31/03/2001

Total Income 15.87 11.47

Profit before Tax 7.00 5.80

Less: Provision for Tax 2.50 2.35

Profit after tax 4.50 3.45

Add: Profit brought forward from Previous year 92.42 88.97

Balance carried to Balance Sheet 96.92 92.42 Operations:

During the year under review the Company earned a Income of Rs. 15.87 lacs as compared to Rs. 1 1.47 Lacs earned in previous year, a increase of 4.30% than the previous year. The Company earned a net profit of Rs. 4.50 Lacs as compared to Rs. 3.44 Lacs in the previous year.

Dividend:

In order to conserve the resources for long term requirements, the Board of Directors do not recommend any payment of Dividend for the year under review.

Public Deposit:

Your Company has not accepted any deposit within the meaning of section 58-A of the Companies Act, 1956.

Directors:

As per the provisions of Articles of Association of the Company, Mr. Rajeev H. Surana and Mr. Lalit Sanghavi, Directors retires by rotation and being eligible offer themselves for re-appointment. Your Directors recommend their re- appointment for your approval at the ensuing Annual General Meeting.

Directors Responsibility Statement:

In compliance with the provisions of Section 217(2AA) of the Companies Act, 1950. the Directors of your Company confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

2. they have selected such accounting policies and applied them consistently and made judgments and estimates that arc 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;

3. they have-taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

4. they have prepared the annual accounts on a going concern basis.

Auditors:

The Auditors M/s. Rajeev Shah & Co., Chartered Accountants, Mumbai hold the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors U/s. 224(1B) of the Companies Act. 1956 to the effect that their re-appointment if made, will be within the limit prescribed.

The shareholders are requested to re-appoint the Auditors and to fix their remuneration.

Secretarial Compliance Certificate:

In accordance with the provisions of Section 383A of the Companies Act, 1956 a certificate from M/s. Manish Ghia & Associates, Company Secretaries regarding the Compliance of the provisions of the Companies Act, 1956 attached herewith.

Corporate Governance

The Company doest not fall in any of the criteria prescribed under the provisions of Section 292A of the Companies Act, 1956 and clause 49 of the listing agreement for constitution of Audit Committee and Compliance of Corporate Governance. Hence, the Compliance of the Constitution of Audit Committee and Compliance of Corporate Governance is not mandatory to the Company. However, the Company is always committed towards good Corporate Governance.

Statutory Information:

Particnlars of Employees:

The relations remain cordial through out the year between employees and management.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules. 1988 is reported to be

NIL.

Particnlars u/s. 217(l)(e) of the Companies Act, 1956:

The Ccmpany is engaged in the business of leasing and hire purchase market, therefore information regarding Conservation of Energy, Technology Absorption, Adoption and innovation are not applicable. Hence, the information required under section 2I7(l)(e.) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, are reported to be NIL.

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

For & on behalf of the Board For SANJAY LEASING LIMITED

( NARPATRAJ MEHTA ) CHAIRMAN

Place : Mumbai Date : 30- August, 2002

Registered Office: 306, Veena Chambers, 21 Dalal Street, Mumbai - 400 023.