Directors Report of Galada Finance Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their 39^th Annual Report on the business and
operationsof the Company and the accounts for the Financial Year ended March 31^st, 2025.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

DESCRIPTION	2024-2025	2023-2024
Total Income	1,75,55,230	1,57,87,036
Total Expenditure	1,45,70,855	1,17,79,882
Profit before tax	29,84,375	40,07,154
Tax	4,93,900	6,16,500
Profit after tax	24,90,475	33,90,654
Other Comprehensive Income (After Tax)	-38,933	4,62,647
Total Comprehensive Income	24,51,542	38,53,301
Earnings Per Share	0.83	1.13

The Financial Statements of the Company have been prepared in accordance with the Indian
Accounting Standards (Ind AS), notified under the Companies (Indian Accounting Standards) Rules,
2015 read with Section 133 and other relevant provisions of the Companies Act, 2013.

DIVIDEND

With a view to enhance the growth and business of the Company and in order to deal with the
uncertaineconomic environment, your directors aim to retain the resources of the Company.
Accordingly, they do not recommend any dividend for the Financial Year ended on March 31^st,
2025.

RESERVES

Since the Company is a Non-Banking Financial Company (''NBFC'') registered with the RBI, therefore
as per the requirement of Section 45IC of the RBI Act, 1934 the Company has transferred an
amount of Rs. 4,98,000/- in Statutory Reserve Fund. i.e. aggregating to 20% of its net profit for the
Financial Year 2024-25.

Further, your Board of Directors does not propose to transfer any amount to general reserves of the
Company.

BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/STATE OF
COMPANY''S AFFAIRS

Your Company is registered as a Non-Banking Financial Company (NBFC) pursuant to Certificate of
Registrationdated March 26^th,1998 and 30^th May 2023 issued by the Reserve Bank of India under
section 45IA of the Reserve Bank of India Act,1934

During the year under report, the Company extended credit facility to the tune of Rs. 809.50 lakhs.

The total income of the Company is at Rs. 175.55 lakhs during the year under review as against Rs.
157.87 lakhs in the previous financial year; and the company has gained a profit before tax of
Rs.29.84 lakhs during the year under review as compared to Profit of Rs.40.07 lakhs in the previous
financial year; The profit (loss) after tax and other comprehensive income during the year under
review is at Rs. 24.52 lakhs as compared to profit of Rs. 38.53 lakhs in the previous financial year.

INFORMATION REQUIRED UNDER NON-BANKING FINANCIAL COMPANIES ACCEPTANCE OF
PUBLIC DEPOSITS (RESERVE BANK) DIRECTIONS, 1998

There is no instance where the public deposit of the company have not been claimed by the
depositors or not paid by the company after the date on which the deposit became due for
repayment.

As such the total amount due under such accounts remaining unclaimed or unpaid beyondthe dates
referred to above was NIL.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no other significant change in the activities of the company. Your Company continues to
advance finance under the various categories as in previous years

MATERIAL CHANGES AND COMMITMENTS

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S
OPERATIONS IN FUTURE

There are no instances wherein significant and material orders passed by regulators or courts or
tribunals had impacted the going concern status and company''s operations.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE
TO THE FINANCIAL STATEMENTS.

The Company''s Internal Control System is designed to ensure operational efficiency, protection and
conservation of resources, accuracy and promptness in financial reporting and compliance with
laws and regulations. Adequate Internal Control Systems and checks are inplace, commensurate
with the size of the Company and nature of its business. The management exercises financial
control on the operations through a well-defined monitoring process and standard operating
procedures. 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

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company operates as a standalone entity and does not have any subsidiary, associate and joint
venturewithin the meaning of Section 2(87) and 2(6) of the Companies Act, 2013.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT.

As there are No subsidiaries, associates and joint venture companies, instances of reportingon their
performance and financial position does not arise.

DEPOSITS

Being a non-deposit taking Company, your Company has not accepted any deposits within the
meaning of the provisions of Master Direction - Non-Banking Financial Companies Acceptance of
Public Deposits (Reserve Bank) Directions, 2016 and provisions of the Companies Act, 2013 are not
applicable on the Company. Further, the Company shall not accept deposits from public without
obtaining prior approval from the RBI.

The details relating to deposits, covered under Chapter V of the Act,-

(a)	Accepted during the year including renewal of interest accrued on renewal of existing deposits;	Nil
(b)	Remained unpaid or unclaimed as at the end of the year;	Nil
(c)	Whether there has been any default in repayment of deposits orpayment of interest thereon during the year and if so, number ofsuch cases and the total amount involved -	Nil
	a. at the beginning of the year; b. maximum during the year; c. at the end of the year;
(d)	The details of deposits which are not in compliance with therequirements of Chapter V of the Act;	Nil

Note: As on 31.03.2025 there is Rs. 144.97 lakhs exempted deposit from directors & Rs. 17.40 lakhs
inter corporate deposit.

STATUTORY AUDITORS

As per the provisions of Section 139 of the Act, M/s. Chandarana & Sanklecha, Chartered
Accountants, Chennai [Firm Registration No: 000557S], were appointed as Statutory Auditors of
your Company, to hold office until the conclusion of the 39th Annual General Meeting.

The tenure of the Statutory Auditor expires in the ensuing Annual General Meeting and the Board
proposes their reappointment for a period of another 5 years.

As required under Regulation 33 of the Listing Regulations, Statutory Auditors have confirmed that
they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered
Accountants of India.

There are no qualifications, reservations or adverse remarks made by Statutory Auditors, in their
Report.

Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of
Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs)'' issued by RBI vide
DoS.CO.ARG/SEC.01/08.91.001/2021-22 dated 27/04/2021- *The Guidelines are not applicable
due to the company is Non-deposit NBFCs having asset size of less than Rs. 1000 crores shall have
the option to continue with the existing procedures.

AUDITOR''S REPORT

The Board of Directors wish to state that the Auditors'' Report on the Audited Financial Statement of
the Company for the year ended 31^st March 2025 do not contain any qualification, reservation or
adverse remark, so need not require any explanation or comment.

FRAUDS REPORTED BY THE AUDITOR

During the Year under review, no frauds were reported by the Auditor (Statutory Auditor,
Secretarial Auditor) to the Audit Committee/ Board.

SECRETARIAL AUDIT REPORT

The Board of Directors of the company had appointed AKB & Associates, Practicing Company
Secretaries represented by A. Ajay Kumar Bantia (Membership No. F10357/CP 13620), having
address at1^st Floor No. 30, Raja Bather Street, T. Nagar Chennai- 600017. The Secretarial Audit
report issued by him is attached to this report as Annexure-"C”. As there are no qualifications,
reservation or adverse remark or disclaimer made by the Company secretary in whole time
practice in the secretarial audit report, the need for providing explanation or comments on the
same by the Board of Directors does not arise.

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the
Board at itsmeeting held on April 10, 2025, based on recommendation of the Audit Committee, and
has approved the appointment ofAKB & Associates, Practicing Company Secretaries represented by

A. Ajay Kumar Bantia (Membership No. F10357/CP 13620),as Secretarial Auditors of the Company
for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to
approval of the Members at the ensuing AGM.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the Financial Year 2024-25, your Company has complied with applicable Secretarial
Standards, namely SS-1 & SS-2 issued by the Institute of Company Secretaries of India

SHARE CAPITAL

• Issue of equity shares with differential rights

The Board of Directors wish to inform that there are no instance during the financial year
for issue of equity shares with differential rights as such the requirement for providing
details as provided in rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014
does not arise.

• Issue of sweat equity shares

The Board of Directors wish to inform that there are no instance during the financial year
forissue of sweat equity shares as such the requirement for providing details as provided in
Rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014 does not arise.

• Issue of employee stock options

The Board of Directors wish to inform that there are no instance during the financial year
forissue of employee stock options as such the requirement for providing details as
provided inrule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014 does not
arise.

CASH FLOW STATEMENT

In compliance with the provisions of Section 134 of Companies Act, 2013 and Regulation
34(2)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash
flow statement for the financial year ended March 31, 2025 forms part of this Annual Report.

PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY EMPLOYEES
OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES

The Board of Directors wish to inform that there are no instance during the financial year
wherethe company had made provision of money for purchase of its own shares by employees
or bytrustees for the benefit of employees as such the requirement for providing details as
providedin rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 does not arise

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, the Annualreturn as
per provisions of Section 92 (3) of the Companies Act, 2013 can be viewed on thewebsite of the
company www.galadafinance.in.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION& FOREIGN EXCHANGE
EARNINGS OUTGO:

A. Details of Conservation of Energy: NIL

I. Steps taken or impact on conservation of energy

II. Steps taken by the company for utilizing alternate sources of energy

III. Capital investment on energy conservation equipment

B. Technology Absorption: NIL

I. Efforts made towards technology absorption:

II. Benefits derived as a result of the above efforts:

III. In case of imported technology (imported during the last 3 years reckoned
fromthe beginning of the financial year):

a) Details of technology imported:

b) Year of import:

c) Whether the technology been fully absorbed:

d) If not fully absorbed, areas where absorption has not taken place, and the
reasons thereof:

IV. Expenditure incurred on Research and Development:

The Company has not incurred any cost towards undertaking R&D Activity during the period
under review.

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange earned in terms of actual inflows during the year: NIL
Foreign Exchange outgo during the year in terms of actual outflows: NIL

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility (CSR) which is applicable to every company having net
worth of rupees five hundred crore or more, or turnover of rupees one thousand crore ormore
or a net profit of rupees five crore or more during the preceding financial year is Not
applicableand as such instances of disclosures as per Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014 does not arise.

DECLARATION FROM INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors on the board of the
Company as on the end of financial year 2024-25 confirming that they continue to meet with
thecriteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and
Regulation 25 & 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015
and amendments made under thereto.

In the opinion of the Board, all the Independent Directors are the person of integrity and are
expert in various fields of Finance, Law, Technology, Commerce and have more than 10 years of
vast experience. As all the Independent directors on the Board carries morethan 10 years of
experience, they are exempted from appearing in online proficiency self-assessment test
conducted by the institute notified under sub-section (1) of section 150 of theCompanies Act,
2013, hence in the opinion of the Board all the Independent Directors of theCompany fulfill the
conditions specified in the Listing Regulations and are independent of themanagement.

MEETING OF INDEPENDENT DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, the Independent Directors met on
January 25, 2025 without the presence of Non-Independent Directors and members of the
management and all the Independent Directors were present at such meeting. The following
matters were reviewed by the Independent Directors:

(a) The performance of Non-Independent Directors and the Board as a whole;

(b) The performance of the Chairperson of the Company, taking into account the views of
Executive Directorsand Non-Executive Directors;

(c) Assessed the quality, quantity and timeliness of flow of information between the Company
managementand the Board that is necessary for the Board to effectively and reasonably perform
their duties

FORMAL ANNUAL EVALUATION

The Board periodically evaluates its own performance and that of its committees and individual
directors

LISTING OF SHARES

The equity shares of the Company are listed on the Stock Exchange viz., BSE Limited (BSE). The
Company has paid the applicable listing fees to the Stock Exchange within the stipulated time.

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

Your company has always believed in providing a safe and harassment free work place for every
individual working in the company''s premises through various interventions andpractices. The
company always endeavors to create and provide an environment that is freefrom
discrimination and harassment including sexual harassment. The company have aformal Anti
Sexual Harassment policy in line with the requirements of The SexualHarassment of Workmen at
the Workplace (Prevention, Prohibition &Redressal) Act, 2013.Internal complaints committee
has been set up to redress complaints contractual, temporaryand trainees are covered under the
policy.

The following is the summary of sexual harassment complaints received and disposed of during
the 2024-2025:-

No. of complaints received: NIL
No. of complaints disposed off: NIL

DIRECTORS:

The Current Directors on the Board are Mr. Ashok Jawarilal Galada, Mr. Naveen Ashok Galada,
Mr. Ponniah Bhaskaran*, Mr. Ramu Vishnu, Mrs. Shyamala Thiagarajan**.

Mr. Ashok Jawarilal Galada, Director is liable to retire by rotation and being eligible has offered
himself for re-appointment. Your Directors recommend the re-appointment of the Mr. Ashok
Jawarilal Galada retiring by rotation to the members.

*As per RBI approval, Mr. Ponniah Bhaskaran has been appointed as Additional Director (Non¬
Executive, Non-Independent) effective March 19, 2025, until the conclusion of this Annual
General Meeting."

** Mrs. Shyamala Thiagarajan has been appointed as Independent Director on the Board,
effective September 21, 2024

Mrs. Indira Srinivasan Royakottam completed her second and final term as Independent Director
and ceased to be a Director of the Company with effect from the close of business hours on
September 27, 2024.

NUMBER OF MEETINGS OF BOARD:

The Board meets at regular intervals to discuss and decide on business strategies / policies and
review the financial performances of the Company. The details of number of board meetings and
Other committee meetings held during the Financial Year 2024-25 are as follows:

Name of the Director	Designation	Category
Mr. Ponniah Bhaskaran	Director	Additional Director (Non-Executive, Non-Independent)
Mr. Ashok Jawarilal Galada	Director	Promoter and Non- Executive Director
Mr. Naveen Ashok Galada	ManagingDirector	Promoter and Executive Director
Mr. Ramu Vishnu	Director	Independent and Non-Executive Director
Mrs. Shyamala Thiagarajan	Director	Independent and Non-Executive Director

No. of Board Meetings: 10 (Ten): 25^th May, 2024; 11^th July 2024 ; 22^nd July 2024; 10^th August
2024; 26^th August 2024; 28^th September 2024; 26^th October 2024; 25^th January 2025; 14^th March
2025 and 19^th March 2025.

ATTENDANCE OF DIRECTORS IN BOARD MEETING.

Date of Meeting	25.05.2024	11.07.2024	22.07.2024	10.08.2024	26.08.2024
*Mr. Ponniah Bhaskaran	Present	Present	Present	Present	Present
Mr. Ashok Jawarilal Galada	Present	Present	Present	Present	Present
Mr. Naveen Ashok Galada	Present	Present	Present	Present	Present
Mr. Ramu Vishnu	Present	Present	Present	Present	Present
*Mrs. Indira Srinivasan Royakottam	Present	Present	Present	Present	Present
**Mrs. Shyamala Thiagarajan	NA	NA	NA	NA	NA

Date of Meeting	28.09.2024	26.10.2024	25.01.2025	14.03.2025	19.03.2025
*Mr. Ponniah Bhaskaran	NA	NA	NA	NA	Present
Mr. Ashok Jawarilal Galada	Present	Present	Present	Present	Present
Mr. Naveen Ashok Galada	Present	Present	Present	Present	Present
Mr. Ramu Vishnu	Present	Present	Present	Present	Present
**Mrs. Indira Srinivasan Royakottam	NA	NA	NA	NA	NA
***Mrs. Shyamala Thiagarajan	Present	Present	Present	Present	Present

*Mr. Ponniah Bhaskaran completed his second and final term as Independent Director and
ceased to be a Director of the Company with effect from the close of business hours on
September 27, 2024 and Mr. Ponniah Bhaskaran has been appointed as Additional Director
(Non-Executive, Non-Independent) effective March 19, 2025, until the conclusion of this Annual
General Meeting."

**Mrs. Indira Srinivasan Royakottam completed her second and final term as Independent
Director and ceased to be a Director of the Company with effect from the close of business hours
on September 27, 2024

***Mrs. Shyamala Thiagarajan has been appointed as Independent Director on the Board,
effective September 21, 2024

The interval between two Board Meetings was well within the maximum period mentioned
under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and Obligations
Requirements) Regulations, 2015.

Currently the board has following Committees: Audit Committee, Nomination & Remuneration
Committee,Stakeholders Relationship Committee &Risk Management Committee

Name of the Committee	Composition of the Committee/ No. of times the committee met	Highlights of duties, responsibilities & Activities
Audit Committee	Mr. Ponniah Bhaskaran DIN:00126136 {Independent and Non¬ Executive Director} Chairman of the Committee (Up to 27.09.2024) Mr. Ramu Vishnu DIN: 10190641 (Independent and Non¬ Executive Director ) member up to 27.09.2024 & From 28.09.2024 Chairman of the Committee Mrs. Indira Srinivasan Royakottam DIN:06823929 {Independent and Non¬ Executive Director} Member (Up to 27.09.2024) Mr. Ashok Jawarilal Galada DIN:00042295 (Non-Executive Director } Member	• The Audit Committee was mandated with the same Terms of Reference specified in SEBI (LODR) REGULATIONS, 2015 • The current Terms of Referencefully conform to the requirements of the Companies Act-2013. • The Audit committee is responsible for overseeing the Company''s financial reporting process, reviewing the quarterly/half yearly/ annual financial statements, reviewing with the management the financial statements and adequacy of internal audit function, recommending the appointment/ reappointment of statutory auditors and fixation of audit fees, reviewing the significant internal audit findings/ related party transactions, reviewing the Management Discussion and Analysis of financial condition and result of operations and also statutory compliance issues • The Committee acts as a link between the management,

	Mrs. Shyamala Thiagarajan {Independent and Non¬ Executive Director} Member (From 28.09.2024) The Committee met 4 times on 25th May 2024 10th August 2024 26th October 2024 25th January 2025.	external and internal auditors and the Board of Directors of the Company
Nomination &	Mr. Ponniah Bhaskaran	• To fix salary allowances
Remuneration	DIN:00126136	andother perks to senior
Committee		levelpersonnel as and when
	{Independent and Non¬ Executive Director}	appointedby the Company.
	Chairman of the	• REMUNERATION POLICY: The
	Committee (Up to	managing director is the only
	27.09.2024)	executive director on the board who is entitled to
	Mr. Ramu Vishnu	receiveremuneration. The non¬ executive directors are not
	DIN: 10190641	entitled to any remuneration.
	(Independent and Non-	Thecompensation to the
	Executive Director )	managing director is within
	member up to 27.09.2024	the scale approved by the
	& From 28.09.2024	shareholders. The elements of
	Chairman of the	compensation comprise a fixed
	Committee	component and a performance incentive. The compensation is
	Mrs. Indira Srinivasan	determined based on the level
	Royakottam	of responsibility and scales
	DIN:06823929	prevailing in the industry. The managing director is not paid
	{Independent and Non-	sitting fees for any board /
	Executive Director} Member (Up to 27.09.2024) Mr. Ashok Jawarilal Galada DIN:00042295	committee meetings attended by him.

	(Non-Executive Director } Member Mrs. Shyamala Thiagarajan {Independent and Non¬ Executive Director} Member (From 28.09.2024) The Committee met 1 times on :- 10th August, 2024
Stakeholders	Mrs. Indira Srinivasan	• The role of the committee
Relationship	Royakottam	includes formulation of
Committee		shareholders'' servicing plans
	DIN:06823929	and policies,consideration of
	{Independent and Non-	valid share transfer requests,
	Executive Director}	share transmissions, issue of
		duplicate sharecertificates,
	Chairman of the	issue of share certificates for
	Committee (Up to	split, dematerialization,
	27.09.2024	consolidation of shares,
		etc.The committee also
	Mrs. Shyamala	monitors and reviews the
	Thiagarajan	mechanism of share, transfers,
	{Independent and Non-	dematerialization of shares
	Executive Director}	and payment of dividends.
	Chairman (From
	28.09.2024)	• It further looks into the
		redressing of shareholders
	Mr. Ashok Jawarilal	grievances like non-receipt of
	Galada	balancesheet, non-receipt of
		declared dividends and
	DIN:00042295	determining, monitoring and
	{Promoter and Non-	reviewing thestandards for
	Executive Director }	resolution of shareholders''
		grievances.

	Member Mr. Naveen Ashok Galada DIN:00043054 {Promoter and Executive Director } Member There was no meeting of the committee held during 2024-25 The company has not received any grievances/ complaints from the investors during the financial year 2024-2025.
Risk Management	Mr. Ponniah Bhaskaran	• The role of the committee
Committee		includes review of the risk
	DIN:00126136	management policy developed
	{Independent and Non-	by themanagement, review of
	ExecutiveDirector}	the risk management framework document and
	Chairman of the	implementation ofthe actions
	Committee (Up to	planned in and periodical
	27.09.2024)	review of the process for systematic identification
	Mr. Ramu Vishnu	andassessment of the business
	DIN: 10190641 (Independent and Non¬ Executive Director ) member up to 27.09.2024 & From 28.09.2024 Chairman of the Committee Mrs. Indira Srinivasan Royakottam DIN:06823929 {Independent and Non-	risks

	ExecutiveDirector}
	Member (Up to 27.09.2024)
	Mr. Ashok Jawarilal Galada
	DIN:00042295
	(Non-Executive Director }
	Member
	Mrs. Shyamala Thiagarajan {Independent and Non¬ Executive Director}
	Member (From 28.09.2024)
	The Committee met 1 times on :-
	25th January, 2025

DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED
BY THE BOARD ALONG WITH REASONS

The Audit Committee generally makes certain recommendations to the Board of Directors of the
Company during their meetings held to consider any financial results (Unaudited and Audited)
and such other matters placed before the Audit Committee as per the Companies Act, 2013and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time totime.
During the year the Board of Directors has considered all the recommendations made bythe
Audit Committee and has accepted and carried on the recommendations suggested by
theCommittee to its satisfaction. Hence there are no recommendations unaccepted by the
Boardof Directors of the Company during the year under review.

The following Directors/Officials of the Company have been designated as Key Managerial
Personnel (KMP) of the Company by the Board of Directors in terms of provisions of Section 203
of the CompaniesAct, 2013 and the SEBI Listing Regulations:

Mr. Naveen Ashok Galada- Managing Director
Mrs. Mahaveerchand Jain Divya - Company Secretary
Mrs. K. R. Manimeghala- Chief Financial Officer

CHANGE IN KEY MANAGERIAL PERSONNEL

There is no change in Key Managerial personnel in the financial year 2024-2025
ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of Companies Act 2013 and Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a
whistle blower mechanism for directors and employees to report concerns about unethical
behavior, actual or suspected frauds or violation of the Company''s code of conduct and ethics.
The Audit Committee of the Board oversees the functioning of Whistle Blower Policy. The
Whistle Blower Policy covering all employees and directors is available in the Company''s
website at www.galadafinance.in

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given any loans or guarantees covered under the provision of section 186
of the Companies Act, 2013. The details of the investments made by the Company aregiven in the
notes to the financial statements which forms part of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transaction that was entered into during the financial year was on an
arm''slength basis in the ordinary course of business. There are no ''material'' contracts or
arrangements or transactions which were not at arm''s length basis and therefore disclosurein
form AOC -2 is not required.

All Related Party Transactions are placed before the Audit Committee as also the Board
forapproval. Prior omnibus approval of the Audit Committee is obtained for the
transactionswhich are foreseeable and repetitive nature. For the transactions entered into
pursuant tothe omnibus approval so granted, a statement giving details of all related party
transactionsis placed before the Audit Committee and the board of Directors for their approval
on a quarterly basis

PARTICULARS OF EMPLOYEES

The information as required under the provisions of Section 197(12) of the Companies Act, 2013
and read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remunerationof
Managerial Personnel) Rules, 2014, are set out in ANNEXURE-A attached herewith whichforms
part of this report.

The statement containing such particulars of employees as required in terms of the provisions of
Section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms part of the Annual Report. Pursuant
to the provisions of the Section 136(1) of the Companies Act, 2013, the reports and accounts, as
set out therein, are being sent to all members of the Company, excluding the aforesaid
information and the same is open for inspection at the registered office of the Company during
working hours upto the date of Annual General Meeting and if any member is interested in
obtaining such information, may write to the Company Secretary at the registered office of the
Company in this regard.

CORPORATE GOVERNANCE

As prescribed under the provisions of Regulation 15(2) of SEBI (Listing Obligations and
Disclosures Requirements) Regulations 2015, your Company does not fall under the purview of
complying with the provisions of Corporate Governance. During the year your Company has
informed the non-applicability provision to the Bombay Stock Exchange. Since, the provision
ofCorporate Governance is not applicable for the entire Financial Year 2024-25, a separate
reportof Corporate Governance is not disclosed in the Annual Report 2024-25.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) of the SEBI (Listing Obligations and Disclosure
Requirements)Regulations, 2015 read with schedule-V thereof, the Management Discussion and
Analysis report has been annexed to the Boards Report as ANNEXURE-B and forms part of the
Annual Report.

COMPLIANCE WITH CODE OF CONDUCT

The Company has framed a Code of Conduct for the Board of Directors and Senior
Managementpersonnel of the Company. The Code of Conduct is available on the Company''s
website. All the Board of Directors and Senior Management personnel have affirmed compliance
with the Code of conduct as on March 31, 2025

As required under Regulation 34(3) and Schedule V (D) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 a declaration from Mr. Naveen Ashok Galada,
Managing director to this effect is annexed which formspart of this Annual Report.

A Risk Management Policy for the Company has been adopted by the Board. The Company
manages risk through a detailed Risk Management Policy framework which lays downguidelines
in identifying, assessing and managing risks that the businesses are exposed to.Risk is managed
by the Board through appropriate structures that are in place.

NOMINATION AND REMUNERATION POLICY

Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a
policy which lays down a framework in relation to remuneration of Directors, Key
ManagerialPersonnel and Senior Management of the company. The policy also lays down the
criteria forselection and appointment of Board Members. The Remuneration Policy is available
on thewebsite of the company www.galadafinance.in.

AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF
THE COMPANY

The Company has formulated the Nomination and Remuneration Policy in compliance with
Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and PartD of
Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to time. This policy governs the criteria
for deciding the remuneration for Directors and Key Managerial Personnel. It is affirmed that the
remuneration to Directors and Key Managerial Personnel is being fixed based on the criteria and
parameters mentioned in the above mentioned policy of the Company.

BOARD DIVERSITY

The Company recognizes and values the importance of a diverse board as part of its
corporategovernance and success. The Company believes that a truly diverse Board will leverage
differences in ideas, knowledge, thought, perspective, experience, skill sets, age,
ethnicity,religion and gender which will go a long way in retaining its competitive advantage.

CRITERIA FOR PAYMENT OF REMUNERATION TO NON-EXECUTIVE DIRECTORS
(PURSUANT TO PART-D SCHEDULE II (1) OF SEBI (LODR) REGULATIONS, 2015

The Criteria for Payment of Remuneration To Non-Executive Directors (Pursuant To Part-D
Schedule II (1) Of SEBI (LODR) Regulations, 2015is available on the website of the company
www.galadafinance.in.

LISTING ON STOCK EXCHANGES

The Company''s shares are listed on BSE LIMITED.

POLICES OF COMPNAY

All policies of the company viewed on the website of the company www.galadafinance.in.

RBI GUIDELINES

The Company is registered with RBI as a NBFC-ND-SI. The Company has complied with and
continues to comply with all applicable laws, rules, circulars and regulations, including the
Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based
Regulation) Directions, 2023 and guidelines notified thereunder.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016

During the Financial Year 2024-25, the Company has neither made any application nor any
proceeding ispending under the Insolvency and Bankruptcy Code, 2016.

DIRECTORS'' RESPONSIBILITY STATEMENT

The terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the
directors state that:

• in the preparation of the annual accounts, the applicable accounting standards hadbeen
followed along with proper explanation relating to material departures;

• the directors had selected such accounting policies and applied them consistently andmade
judgments and estimates that are reasonable and prudent so as to give a trueand fair view
of the state of affairs of the company at the end of the financial year andof the profit and loss
of the company for that period;

• the directors had taken proper and sufficient care for the maintenance of
adequateaccounting records in accordance with the provisions of this Act for safeguarding
theassets of the company and for preventing and detecting fraud and other irregularities;

• the directors had prepared the annual accounts on a going concern basis; and

• the directors, in the case of a listed company, had laid down internal financial controlsto be
followed by the company and that such internal financial controls are adequateand were
operating effectively.

• the directors had devised proper systems to ensure compliance with the provisions ofall
applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance and cooperation
received from the financial institutions, banks, Government authorities, customers, vendors
and members during the year under review. Your Directors also wish to place on record their
deep sense of appreciation for the committed services by the Company''s executives, staff and
employees.

By the Order of the Board
For GALADA FINANCE LIMITED

NAVEEN ASHOK GALADA RAMU VISHNU

MANAGING DIRECTOR DIRECTOR

DIN:00043054 DIN:10190641

Place: Chennai
Date: 11.06.2025

---

Mar 31, 2024

Your Directors have pleasure in presenting their 38^th Annual Report on the business and operations
ofthe Company and the accounts forthe Financial Year ended March 31, 2024.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

DESCRIPTION	2023-2024	2022-2023
Total Income	1,57,87,036	94,02,613
Total Expenditure	1,17,79,882	88,10,808
Profit before tax	40,07,154	5,91,805
Tax	6,16,500	3,51,400
Profit after tax	33,90,654	2,40,405
Other Comprehensive Income (After Tax)	4,62,647	1,61,117
Total Comprehensive Income	38,53,301	4,01,522
Earnings Per Share	1.13	0.08

The Financial Statements of the Company have been prepared in accordance with the Indian
Accounting Standards (Ind AS), notified under the Companies (Indian Accounting Standards) Rules,
2015 read with Section 133 and other relevant provisions ofthe Companies Act, 2013.

DIVIDEND

With a view to enhance the growth and business of the Company and in order to deal with the
uncertain economic environment, your directors aim to retain the resources of the Company.
Accordingly, they do not recommend any dividend for the Financial Year ended on March 31, 2024.

RESERVES

Since the Company is a Non-Banking Financial Company (''NBFC’) registered with the RBI, therefore
as per the requirement of Section 45 IC ofthe RBI Act, 1934 the Company has transferred an
amount of Rs. 6,79,000/- to Statutory Reserve Fund. i.e. aggregating to 20% of its net profit for the
Financial Year 2023-24.

Further, your Board of Directors does not propose to transfer any amountto general reserves ofthe
Company.

BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/STATE OF
COMPANY’S AFFAIRS

Your Company is registered as a Non-Banking Financial Company (NBFC] pursuant to Certificate of
Registration dated March 26^th,1998 and 30^th May 2023 issued by the Reserve Bank of India under
section 45IA of the Reserve Bank of India Act,19 34

During the year under report, the Company extended credit facility to the tune of Rs. 688.69 lakhs.

The total income of the Company is at Rs. 157.87 lakhs during the year under review as against
Rs. 94.03 lakhs in the previous financial year; and the company has gained a profit before tax of
Rs.40.07 lakhs during the year under review as compared to Profit of Rs.5.92 lakhs in the previous
financial year; The profit [loss] after tax and other comprehensive income during the year under
review is atRs. 38.53 lakhs as compared to profit of Rs.4.02 lakhs in the previous financial year.

INFORMATION REQUIRED UNDER NON-BANKING FINANCIAL COMPANIES ACCEPTANCE OF
PUBLIC DEPOSITS (RESERVE BANK) DIRECTIONS, 1998

There are no instances where the public deposits of the company have not been claimed by the
depositors or not paid by the company after the date on which the deposit became due for
repayment.

As such the total amount due under such accounts remaining unclaimed or unpaid beyond the dates
referred to above was NIL.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

With effect from 30^th May 2023, Your Company converted as Non-Deposit Accepting Non-Banking
Financial Company (NBFC) from Depositing taking Non-Banking Financial Company (NBFC).

There is no other significant change in the activities of the company. Your Company continues to
advance finance under the various categories as in previous years

MATERIALCHANGES AND COMMITMENTS

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE

There are no instances wherein significant and material orders passed by regulators or courts or
tribunals had impacted the going concern status and company’s operations

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE
TO THE FINANCIAL STATEMENTS.

The Company''s Internal Control System is designed to ensure operational efficiency, protection and
conservation of resources, accuracy and promptness in financial reporting and compliance with
laws and regulations. Adequate Internal Control Systems and checks are in place, commensurate
with the size of the Company and nature of its business. The management exercises financial
control on the operations through a well defined monitoring process and standard operating
procedures. 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

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company operates as a standalone entity and does not have any subsidiary, associate and joint
venture within the meaning of Section 2(87] and 2(6] of the Companies Act, 2013.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT.

As there are No subsidiaries, associates and joint venture companies, instances of reporting on their
performance and financial position does notarise.

DEPOSITS

Being a non-deposit taking Company, your Company has not accepted any deposits within the
meaning of the provisions of Master Direction - Non-Banking Financial Companies Acceptance of
Public Deposits (Reserve Bank] Directions, 2016 and provisions of the Companies Act, 2013 are not
applicable on the Company. Further, the Company shall not accept deposits from public without
obtaining prior approval from the RBI.

The details relating to deposits, covered under Chapter V of the Act,-

(a]	Accepted during the year including renewal of interest accrued on renewal of existing deposits;	Nil
fb]	Remained unpaid or unclaimed as at the end of the year;	Nil
(c]	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number	Nil

	of such cases and the total amount involved - a) at the beginning of the year; b) maximum during the year; c) at the end of the year;
(d)	The details of deposits which are not in compliance with the requirements of Chapter V of the Act;	Nil

Note: As on 31.03.2024 there is Rs. 63.15 lakhs exempted deposit from directors & Rs. 16.50 lakhs
inter corporate deposit.

STATUTORY AUDITORS

M/s. Chandarana & Sanklecha, Chartered Accountants, Chennai [Firm Registration No: 000557S]
are the Statutory Auditors of the Company who were appointed at the 36^th Annual General Meeting
held on 24^thSeptember, 2022 to hold office until the conclusion of 39^th Annual General Meeting. The
statutory auditor''s report does not contain any qualifications, reservations, or adverse remarks or
disclaimer.

AUDITOR’S REPORT

The Board of Directors wish to state that the Auditors'' Report on the Audited Financial Statement of
the Company for the year ended 31^st March 2024 do not contain any qualification, reservation or
adverse remark, so need not require any explanation or comment.

FRAUDS REPORTED BY THE AUDITOR

During the Year under review, no frauds were reported by the Auditor [Statutory Auditor,
Secretarial Auditor) to the Audit Committee/ Board.

SECRETARIAL AUDIT REPORT

The Board of Directors of the company had appointed AKB & Associates, Practicing Company
Secretaries represented by A. Ajay Kumar Bantia [Membership No. F10357/CP 13620), having
address at I Floor, No. 30, Raja Bather Street, T. Nagar Chennai- 600017. The Secretarial Audit
report issued by him is attached to this report as Annexure-"C". As there are no qualifications,
reservation or adverse remark or disclaimer made by the Company secretary in whole time
practice in the secretarial audit report, the need for providing explanation or comments on the
same by the Board of Directors does notarise

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the Financial Year 2023-24, your Company has complied with applicable Secretarial
Standards, namely SS-1 & SS-2 issued by the Institute of Company Secretaries of India

SHARE CAPITAL

• Issue of equity shares with differential rights

The Board of Directors wish to inform that there are no instance during the financial year
for issue of equity shares with differential rights as such the requirement for providing
details as provided in rule 4 (4) of Companies [Share Capital and Debentures] Rules, 2014
does notarise.

• Issue of sweat equity shares

The Board of Directors wish to inform that there are no instance during the financial year
for issue of sweat equity shares as such the requirement for providing details as provided in
Rule 8[13) of Companies (Share Capital and Debentures] Rules, 2014 does notarise.

• Issue of employee stock options

The Board of Directors wish to inform that there are no instance during the financial year
for issue of employee stock options as such the requirement for providing details as
provided in rule 12 [9] of Companies (Share Capital and Debentures] Rules, 2014 does not
arise.

CASH FLOW STATEMENT

In compliance with the provisions of Section 134 of Companies Act, 2013 and Regulation
34(2](c] of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015, the Cash
flow statement for the financial year ended March 31, 2024 forms part of this Annual Report

PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY EMPLOYEES
OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES

The Board of Directors wish to inform that there are no instance during the financial year where
the company had made provision of money for purchase of its own shares by employees or by
trustees for the benefit of employees as such the requirement for providing details as provided
in rule 16 (4] of Companies (Share Capital and Debentures] Rules, 2014 does notarise

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Section 134(3] (a] of the Companies Act, 2013, the Annual return
as per provisions of Section 92 (3] of the Companies Act, 2013 can be viewed on the website of
the company www.galadafinance.in.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS FOREIGN EXCHANGE
EARNINGS OUTGO:

A. Details of Conservation of Energy: NIL

I. Steps taken or impact on conservation of energy

II. Steps taken by the company for utilizing alternate sources of energy

III. Capital investment on energy conservation equipment

B. Technology Absorption: Nil

I. Efforts made towards technology absorption:

II. Benefits derived as a result of the above efforts:

III. In case of imported technology (imported during the last 3 years reckoned from the
beginning of the financial year]:

[a] Details of technology imported:

[b] Year of import:

[c] Whether the technology been fully absorbed:

[d] If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof:

IV. Expenditure incurred on Research and Development:

The Company has not incurred any cost towards undertaking R&D Activity during the period
under review

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange earned in terms of actual inflows during the year: NIL
Foreign Exchange outgo during the year in terms of actual outflows: NIL

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility [CSR] which is applicable to every company having net
worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more
or a net profit of rupees five crore or more during the preceding financial year is Not applicable
and as such instances of disclosures as per Rule 9 of Companies (Corporate Social Responsibility
Policy] Rules, 2014 does notarise.

DECLARATION FROM INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors on the board of the
Company as on the end of financial year 2023-24 confirming that they continue to meet with the
criteria of Independence as prescribed under Section 149(6] of the Companies Act, 2013 and
Regulation 25 & 16 of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015
and amendments made under thereto.

In the opinion of the Board, all the Independent Directors are the person of integrity and are
expert in various fields of Finance, Law, Technology, Commerce and have more than 20 years of
vast experience. As all the Independent directors on the Board carries more than 10 years of
experience, they are exempted from appearing in online proficiency self assessment test
conducted by the institute notified under sub-section (1] of section 150 of the Companies Act,
2013, hence in the opinion of the Board all the Independent Directors of the Company fulfill the
conditions specified in the Listing Regulations and are independent of the management.

MEETING OF INDEPENDENT DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, the Independent Directors met on
February 13, 2024without the presence of Non-Independent Directors and members of the
management and all the Independent Directors were present at such meeting. The following
matters were reviewed by the Independent Directors:

(a] The performance of Non-Independent Directors and the Board as a whole;

(b] The performance of the Chairperson of the Company, taking into account the views of
Executive Directors and Non-Executive Directors;

(c] Assessed the quality, quantity and timeliness of flow of information between the Company
management and the Board that is necessary for the Board to effectively and reasonably perform
their duties

FORMAL ANNUAL EVALUATION

The Board periodically evaluates its own performance and that of its committees and individual
directors

LISTING OF SHARES

The equity shares of the Company are listed on the Stock Exchange viz., BSE Limited [BSE], The
Company has paid the applicable listing fees to the Stock Exchange within the stipulated time.

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

Your company has always believed in providing a safe and harassment free work place for every
individual working in the company''s premises through various interventions and practices. The
company always endeavors to create and provide an environment that is free from
discrimination and harassment including sexual harassment. The company have a formal Anti
Sexual Harassment policy in line with the requirements of The Sexual Harassment of Workmen
at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.Internal complaints committee
has been set up to redress complaints contractual, temporary and trainees are covered under the
policy.

The following is the summary of sexual harassment complaints received and disposed of during
the 2023-2024:-

No. Of complaints received: NIL
No. Of complaints disposed off: NIL

DIRECTORS:

The Current Directors on the Board are Mr. Ashok Jawarilal Galada, Mr. Naveen Ashok Galada,
Mr. Ponniah Bhaskaran, Mr. Ramu Vishnu*,Mrs. Indira Srinivasan Royakottam.

Mr. Naveen Ashok Galada, Managing Director is liable to retire by rotation and being eligible has
offered himself for re-appointment. Your Directors recommend the re-appointment of the
Mr. Naveen Ashok Galada retiring by rotation to the members.

* Mr. Ramu Vishnu , appointed as Independent Director on the Board with effect from
10.06.2023.

NUMBER OF MEETINGS OF BOARD:

The Board meets at regular intervals to discuss and decide on business strategies / policies and
review the financial performances of the Company. The details of number of board meetings and
Other committee meetings held during the Financial Year 2023-24 are as follows:

COMPOSITION OF BOARD& NUMBER OF MEETING

Name of the Director	Designation	Category
Mr. Ponniah Bhaskaran	Chairman	Independent and Non-Executive Director
Mr. Ashok Jawarilal Galada	Director	Promoter and Non- Executive Director
Mr. Naveen Ashok Galada	Managing Director	Promoter and Executive Director

Mr .Ramu Vishnu* (Appointed as the Director on the Board with effect from 10.06.2023]	Director	Independent and Non-Executive Director
Mrs. Indira Srinivasan Royakottam	Director	Independent and Non-Executive Director

No. ofBoard Meetings: 7 [Seven]: 23^rdMay, 2023; 27^th May 2023 ; 10^th June 2023; 17^th June 2023;
12^th August 2023; 10^th November 2023 and 13^th February2024.

ATTENDANCE OF DIRECTORS IN BOARD MEETING

Date of Meeting	23.05.2023	27.05.2023	10.06.2023	17.06.2023	12.08.2023	10.11.2023	13.02.2024
Mr. Ponniah Bhaskaran	Present	Present	Present	Present	Present	Present	Present
Mr. Ash ok Jawarilal Gala da	Present	Present	Present	Present	Present	Present	Present
Mr. Naveen Ashok Gala da	Present	Present	Present	Present	Present	Present	Present
Mr. Ramu Vishnu			Present	Present	Present	Present	Present
Mrs, Indira Srinivasan Royakottam	Present	Present	Present	Present	Present	Present	Present

The interval between two Board Meetings was well within the maximum period mentioned
under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and Obligations
Requirements] Regulations, 2015.

COMPOSITION OF COMMITTEES OF BOARD:

Currently the board has following Committees: Audit Committee, Nomination & Remuneration
Committee, Stakeholders Relationship Committee &Risk Management Committee

Name of Committee	the	Composition of the Committee/ No. of times the committee met	Highlights of duties, responsibilities & Activities
Audit Committee		Mr. Ponniah Bhaskaran DIN: 00126136 {Independent and Non-	> The Audit Committee was mandated with the same Terms of Reference specified

	Executive Director} Chairman of the Committee Mrs. Indira Srinivasan Royakottam DIN:06823929 (Independent and Non¬ Executive Director) Member Mr. Ashok Jawarilal Galada DIN:00042295 [Non-Executive Director } Member(Up to 12.08.2023) Mr. Ramu Vishnu DIN: [Independent and Non¬ Executive Director ) Member [With effect form 12.08.2023) The Committee met 4 times on 27* May 2023 12th August 2023 10* November 2023 13th February 2024.	in SEBI [LODR) REGULATIONS,2015 > The current Terms of Reference fully confirm to the requirements of the Companies Act-2013. > The Audit committee is responsible for overseeing the Company’s financial reporting process, reviewing the quarterly/half yearly/annual financial statements, reviewing with the management the financial statements and adequacy of internal audit function, recommending the appointment/reappointment of statutory auditors and fixation of audit fees, reviewing the significant internal audit findings/related party transactions, reviewing the Management Discussion and Analysis of financial condition and result of operations and also statutory compliance issues > The Committee acts as a link between the management, external and internal auditors and the Board of Directors of the Company
Nomination &	Mr. Ponniah Bhaskaran	> To fix salary allowances and
Remuneration	DIN:00126136	other perks to senior level
Committee	(Independent and Non-	personnel as and when
	Executive Director)	appointed by the Company.
	Chairman of the
	Committee	> REMUNERATION POLICY: The
		managing director is the only
	Mrs. Indira Srinivasan	executive director on the
	Royakottam	board who is entitled to
	DIN:06823929	receive remuneration. The
	(Independent and Non-	non-executive directors are
	Executive Director)	not entitled to any
	Member	remuneration. The

	Mr. Ashok fawarilal Galada DIN:00042295 (Non-Executive Director } Member, (Up to 12.08.2023} Mr. Ramu Vishnu DIN: 10190641 (Independent and Non¬ Executive Director } Member (With effect form 12.08.2023} The Committee met 1 times on 27thMay, 2023	compensation to the managing director is within the scale approved by the shareholders. The elements of compensation comprise a fixed component and a performance incentive. The compensation is determined based on the level of responsibility and scales prevailing in the industry. The managing director is not paid sitting fees for any board / committee meetings attended by him.
Stakeholders Relationship Committee	Mrs. Indira Srinivasan Royakottam DIN:06823929 {Independent and Non¬ Executive Director} Chairman of the Committee Mr. Ashok fawarilal Galada DIN:00042295 (Promoter and Non¬ Executive Director } Member Mr. Naveen Ashok Galada DIN:00043054 (Promoter and Executive Director} Member There was no meeting of the committee held during 2023-24 The company has not received any grievances/complains from the investors during the financial year 2023¬ 2024.	> The role of the committee includes formulation of shareholders’ servicing plans and policies, consideration of valid share transfer requests, share transmissions, issue of duplicate share certificates, issue of share certificates for split, dematerialization, consolidation of shares, etc. The committee also monitors and reviews the mechanism of share, transfers, dematerialization of shares and payment of dividends. > It further looks into the redressing of shareholders grievances like non-receipt of balance sheet, non-receipt of declared dividends and determining, monitoring and reviewing the standards for resolution of shareholders’ grievances.

Risk Management	Mr. Ponniah Bhaskaran	> The role of the committee
Committee	DIN: 00126136	includes review of the risk
	(Independent and Non-	management policy developed
	Executive Director)	by the management, review of
	Chairman of the	the risk management
	Committee	framework document and
	Mrs. Indira Srinivasan	implementation of the actions
	Royakottam	planned in and periodical
	DIN:06823929	review of the process for
	{Independent and Non-	systematic identification and
	Executive Director)	assessment of the business
	Member Mr. Ashok fawarilal Galada DIN:00042295 (Non-Executive Director } Member - (Up to 12.08.2023) Mr. Ramu Vishnu DIN: 10190641 (Independent and Non¬ Executive Director ) Member (With effect form 12.08.2023) The Committee met 1 times on :- 13th February, 2024	risks

DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED
BY THE BOARD ALONG WITH REASONS

The Audit Committee generally makes certain recommendations to the Board of Directors of the
Company during their meetings held to consider any financial results (Unaudited and Audited)
and such other matters placed before the Audit Committee as per the Companies Act, 2013and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time.
During the year the Board of Directors has considered all the recommendations made by the
Audit Committee and has accepted and carried on the recommendations suggested by the
Committee to its satisfaction. Hence there are no recommendations unaccepted by the Board of
Directors of the Company during the year under review

The following Directors/Officials of the Company have been designated as Key Managerial
Personnel (KMP] ofthe Company bythe Board of Directors in terms of provisions ofSection 203
of the Companies Act, 2013 and the SEBI Listing Regulations:

1. Mr. Naveen Ashok Galada - Managing Director

2. Ms. Mahaveerchand Jain Divya - Company Secretary

3. Mrs. K.R.Manimeghala - Chief Financial Officer

CHANGE IN KEY MANAGERIAL PERSONNEL

There is no change in Key Managerial personnel in the financial year 2023-2024

ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9] of Companies Act 2013 and Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements] Regulations, 2015 the Company has formulated a
whistle blower mechanism for directors and employees to report concerns about unethical
behavior, actual or suspected frauds or violation of the Company''s code of conduct and ethics.
The Audit Committee of the Board oversees the functioning of Whistle Blower Policy. The
Whistle Blower Policy covering all employees and directors is available in the Company''s
website at www.galadafinance.in

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given any loans or guarantees covered under the provision of section 186
ofthe Companies Act, 2013. The details of the investments made by the Company are given in
the notes to the financial statements which forms part of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transaction that was entered into during the financial year was on an arm''s
length basis in the ordinary course of business. There are no ''material'' contracts or
arrangements or transactions which were not at arm''s length basis and therefore disclosure in
form AOC -2 is not required.

All Related Party Transactions are placed before the Audit Committee as also the Board for
approval. Prior omnibus approval ofthe Audit Committee is obtained for the transactions which
are foreseeable and repetitive nature. For the transactions entered into pursuant to the omnibus
approval so granted, a statement giving details of all related party transactions is placed before
the Audit Committee and the board of Directors for their approval on a quarterly basis

PARTICULARS OF EMPLOYEES

The information as required under the provisions of Section 197(12} of the Companies Act, 2013
and read with Rule 5(1}, 5(2} and 5(3} of the Companies (Appointment and Remuneration of
Managerial Personnel} Rules, 2014, are set out in ANNEXURE-A attached herewith which forms
part of this report.

The statement containing such particulars of employees as required in terms of the provisions of
Section 197(12} of the Act read with rules 5(2} and 5(3} of the Companies (Appointment and
Remuneration of Managerial Personnel} Rules, 2014, forms part of the Annual Report. Pursuant
to the provisions of the Section 136(1} of the Companies Act, 2013, the reports and accounts, as
set out therein, are being sent to all members of the Company, excluding the aforesaid
information and the same is open for inspection at the registered office of the Company during
working hours up to the date of Annual General Meeting and if any member is interested in
obtaining such information, may write to the Company Secretary at the registered office of the
Company in this regard.

CORPORATE GOVERNANCE

As prescribed under the provisions of Regulation 15(2} of SEBI (Listing Obligations and
Disclosures Requirements} Regulations 2015, your Company does not fall under the purview of
complying with the provisions of Corporate Governance. During the year your Company has
informed the non-applicability provision to the Bombay Stock Exchange. Since, the provision of
Corporate Governance is not applicable for the entire Financial Year 2023-24, a separate report
of Corporate Governance is not disclosed in the Annual Report 2023-24.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2} of the SEBI (Listing Obligations and Disclosure
Requirements}Regulations, 2015 read with schedule-V thereof, the Management Discussion and
Analysis report has been annexed to the Boards Report as ANNEXURE-B and forms part of the
Annual Report

COMPLIANCE WITH CODE OF CONDUCT

The Company has framed a Code of Conduct for the Board of Directors and Senior Management
personnel of the Company. The Code of Conduct is available on the Company''s website. All the
Board of Directors and Senior Management personnel have affirmed compliance with the Code
of conduct as on March 31, 2024

As required under Regulation 34(3} and Schedule V (D} of SEBI (Listing Obligations and
Disclosure Requirements} Regulations, 2015 a declaration from Mr. Naveen Ashok Galada,
Managing director to this effect is annexed which forms part of this Annual Report

A Risk Management Policy for the Company has been adopted by the Board. The Company
manages risk through a detailed Risk Management Policy framework which lays down guidelines
in identifying, assessing and managing risks that the businesses are exposed to. Risk is managed
by the Board through appropriate structures that are in place.

NOMINATION AND REMUNERATION POLICY

Pursuant to Section 178(3] of the Companies Act, 2013, the Board of Directors has framed a
policy which lays down a framework in relation to remuneration of Directors, Key Managerial
Personnel and Senior Management of the company. The policy also lays down the criteria for
selection and appointment of Board Members. The Remuneration Policy is available on the
website of the company www.galadafinance.in.

AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF
THE COMPANY

The Company has formulated the Nomination and Remuneration Policy in compliance with
Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Part D
of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements] Regulations, 2015, as amended from time to time. This policy governs the criteria
for deciding the remuneration for Directors and Key Managerial Personnel. It is affirmed that the
remuneration to Directors and Key Managerial Personnel is being fixed based on the criteria and
parameters mentioned in the above mentioned policy of the Company.

BOARD DIVERSITY

The Company recognizes and values the importance of a diverse board as part of its corporate
governance and success. The Company believes that a truly diverse Board will leverage
differences in ideas, knowledge, thought, perspective, experience, skill sets, age, ethnicity,
religion and gender which will go a long way in retaining its competitive advantage

CRITERIA FOR PAYMENT OF REMUNERATION TO NON-EXECUTIVE DIRECTORS
(PURSUANT TO PART-D SCHEDULE II (1) OF SEBI (LODR) REGULATIONS, 2015

The Criteria for Payment of Remuneration To Non-Executive Directors (Pursuant To Part-D
Schedule II (1] Of SEBI (LODR] Regulations, 2015is available on the website of the company
www.galadafinance.in.

LISTING ON STOCK EXCHANGES

The Company''s shares are listed on BSE LIMITED.

POLICES OF COMPNAY

All policies of the company viewed on the website of the company www.galadafinance.in.

RBI GUIDELINES

The Company is registered with RBI as a NBFC-ND-NSI. The Company has complied with and
continues to comply with all applicable laws, rules, circulars and regulations, including the
Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based
Regulation] Directions, 2023 and guidelines notified there under.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
ANDBANKRUPTCY CODE, 2016

During the Financial Year 2023-24, the Company has neither made any application nor any
proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

DIRECTORS’ RESPONSIBILITY STATEMENT

The terms of clause (c) of sub-section (3] of Section 134 of the Companies Act, 2013, the
directors state that:

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

b] the directors had selected such accounting 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; and

e] the directors, in the case of a listed company, had laid down internal financial controls to
be followed by the company and that such internal financial controls are adequate and
were operating effectively.

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

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance and cooperation received
from the financial institutions, banks, Government authorities, customers, vendors and members
during the year under review. Your Directors also wish to place on record their deep sense of
appreciation for the committed services by the Company’s executives, staff and employees.

By the Order of the Board
For GALADA FINANCE LIMITED

Place: Chennai JUSTICE PONNIAH BHASKARAN

Date: 26.08.2024 DIN: 00126136

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Twenty Ninth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2015.

a) Financial summary or highlights/Performance of the Company (Standalone)

The financial results for the year ended 31st March 2015 are given below

For the year ended For the year ended Description 31st March 2015 31st March 2014

Total Income 18,152,231 15,874,453

Total Expenditure 13,673,126 13,548,173

Profit before tax 4,479,105 2,326,280

Tax 680,000 1,016,000

Profit after tax 3,799,105 1,310,280

Add : Opening Balance 9,445,425 8,398,145

Less : Transfer to Statutory Reserve 760,000 263,000

Closing Balance to be carried to 12,484,530 9,445,425 Balance Sheet

EPS 127 0.44

b) Dividend

Your directors wish to retain the profit for the growth and development of the Company. Hence no dividend is recommended for the financial year ending 31st March 2015.

c) Reserves

During the year an amount of Rs.760,000/- (Rupees Seven Lakhs Sixty Thousand only) is transferred to Statutory Reserve as per Section 45-IC of the Reserve Bank of India Act, 1934.

d) Brief description of the Company's working during the year/State of Company's affair

During the year under report, the Company extended hire purchase finance to the tune of Rs. 337.54 lakhs and financing under other credit facility of Rs.66.35 lakhs.

The total income of the Company is at Rs.181.52 lakhs during the year under review as against Rs.158.74 lakhs in the previous financial year; and the profit before tax during the year under review is at Rs. 44.79 lakhs as compared to Rs.23.26 lakhs in the previous financial year; and that profit after tax during the year under review is at Rs. 37.99 lakhs as compared to Rs. 13.10 lakhs in the previous financial year.

There is no separate reportable segment as per Accounting Standard - 17 as the operation related to one segment

e) Information required under Non-Banking Financial Companies Acceptance Of Public Deposits (Reserve Bank) Directions, 1998

There are no instance where the public deposit of the company have not been claimed by the depositors or not paid by the company after the date on which the deposit became due for repayment..

As such The total amount due under such accounts remaining unclaimed or unpaid beyond the dates referred to above was NIL.

f) Change in the nature of business, if any

There is no significant change in the activities of the company. Your Company continues to advance finance under the various categories as in previous years.

g) Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

No Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of this report.

h) Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

There are no instances wherein significant and material orders passed by regulators or courts or tribunals had impacted the going concern status and company's operations.

i) Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The Company's Internal Control System is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. Adequate Internal Control Systems and checks are in place, commensurate with the size of the Company and nature of its business. The management exercises financial control on the operations through a well defined monitoring process and standard operating procedures. During the year, your Company has appointed Mr. Rajesh Modi, Chartered Accountant, proprietor M/s Rajesh & Co. to conduct the internal audit.

The Internal Auditor monitors and evaluates the efficiency and adequacy of internal control in the Company, its compliance with operating systems, accounting procedures and policies. Based on the findings of the Internal Auditor, the management takes corrective action in the respective areas and thereby strengthens the control mechanism.

j) Vigil Mechanism / Whistle Blower Policy

The company has a Vigil Mechanism Policy to deal with any instance of fraud or mismanagement. The details of the Policy are explained in the Corporate Governance Report and are also posted on the website of the company.

k) Details of Subsidiary/Joint Ventures/Associate Companies

Your Company do not have a Subsidiary/Joint Venture/Associate Company as such instances of reporting does not arise.

l) Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement.

As there are no subsidiaries, associates and joint venture companies, instances of reporting on their performance and financial position does not arise.

m) Deposits

The details relating to deposits, covered under Chapter V of the Act,-

(a) accepted during the year; Rs.16,13,000/-

(b) remained unpaid or unclaimed as at the end Nil of the year;

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved- Nil

(i) at the beginning of the year; Nil

(ii) maximum during the year; Nil

(iii) at the end of the year;

(d) The details of deposits which are not in compliance with the requirements of Chapter V of the Act; Nil

n) Statutory Auditors

Pursuant to the new requirement of Section 139 (1) of the Companies Act, 2013 M/s Chandarana & Sanklecha, Chartered Accountants (Firm Registration No. 000557S) were appointed as Statutory Auditor for financial year 2014-15 and are to hold office till the conclusion of the forthcoming Annual General Meeting. They have confirmed their eligibility under Section 141 of the Companies Act 2013 and the Rules framed there under for re-appointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, The auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accounts of India. As required by Section 139 (1) of the Companies Act, 2013 the appointment of Statutory Auditors is placed before the members for approval.

o) Auditors' Report

The Board of Directors wish to state that the Auditors Report on the Audited Financial Statement of the Company for the year ended 31st March 2015 do not contain any qualification, reservation or adverse remark, so need not require any explanation or comment

p) Share Capital

i. Issue of equity shares with differential rights

The Board of Directors wish to inform that there are no instance during the financial year for issue of sweat equity shares as such the requirement for providing details as provided in rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014 does not arise.

ii. Issue of sweat equity shares

The Board of Directors wish to inform that there are no instance during the financial year for issue of sweat equity shares as such the requirement for providing details as provided in rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014 does not arise.

iii. Issue of employee stock options

The Board of Directors wish to inform that there are no instance during the financial year for issue of employee stock options as such the requirement for providing details as provided in rule 12 (9) of Companies (Share Capital and Debentures) R

q) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employeesules, 2014 does not arise.

The Board of Directors wish to inform that there are no instance during the financial year where the company had made provision of money for purchase of its own shares by employees or by trustees for the benefit of employees as such the requirement for providing details as provided in rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 does not arise

r) Extract of the annual return

The extract of the annual return for the financial year ended on 31st March 2015 as required by Section 92 (3) of the Companies Act 2013 is provided as Annexure "A"

s) Information as per section 134(3)(m) of the Companies Act, 2013

The company has no activity relating to consumption of energy or technology absorption. The company does not have any foreign exchange earnings and outgo during the year.

t) Corporate Social Responsibility (CSR)

The Corporate Social Responsibility (CSR) which is applicable to every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year is Not applicable and as such instances of disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 does not arise.

u) Directors:

At the forthcoming AGM, Shri J. Ashok Galada, Managing Director is liable to retire and being eligible has offered himself for re-appointment

Your Directors recommend the re-appointment of director retiring by rotation to the members.

v) Declaration from Independent Director(s)

The Company had received necessary declaration from each independent Director of the Company under Section 149 (7) of the Companies Act, 2013 that each of them meets with the

criteria of their independence as laid down in Section 149 (6).

w) Formal Annual Evaluation

The Board periodically evaluates its own performance and that of its committees and individual directors.

x) Meetings of the Board of Directors

Composition and category of Board of Directors

The Board of Directors of the company comprises of Executive, Non-Executive and Independent Directors. In all there are six Directors, Two Executive and four Independent Directors.

Name of the Director Designation Category

Mr. J. Ashok Galada Managing Director Promoter and Executive

Mr. Naveen Galada Director Director

Justice P Bhaskaran Chairman Independent and Non- Executive Director

Mr S Venkatakrishnan Director Independent and Non- Mr K Ramu Executive Director Mrs. Indira Srinivasan Royakottam

Attendance of each Director at Board Meetings, last Annual General Meeting and Number of other Directorships and Membership/Chairmanship of Committees of each Director in various Companies forms part of Corporate Governance Report.

y) Audit Committee

The Audit Committee comprised of the following directors for the year ended 31st March 2015.

Name of members Status in Committee Nature of Directorship

Justice P Bhaskaran Chairman

Independent and S. Venkatakrishnan Member Non-Executive Director

K. Ramu Member

The terms of reference of the Audit Committee are as per the guidelines set out in the listing Agreement with the stock exchange and these also confirm to the provisions of the Companies Act, 2013. The details of date of the meeting of the committee and attendance of each Director along with scope of Audit Committee are given in the Corporate Governance Report.

The Board has not rejected any proposal / recommendations of the Audit Committee during the year.

z) Details of establishment of vigil mechanism for directors and employees

The Company has a Vigil Mechanism named "Whistle Blower Policy" to deal with genuine concerns

raised by the Directors/employees, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the Company's website www.galadafinance.in

aa) Nomination and Remuneration Committee

The Remuneration and Nomination Committee comprised of the following directors for the year ended 31st March 2015

Name of members Status in Committee Nature of Directorship

K. Ramu Chairman

Independent and Justice P. Bhaskaran Member Non-Executive Director

S. Venkatakrishnan Member

ab) Particulars of loans, guarantees or investments under section 186

The Company has not given any loans or Guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The details of the Investments made by Company are given in the notes to the financial statements.

ac) Particulars of contracts or arrangements with related parties:

All related party transaction that was entered into during the financial year was on an arm's length basis in the ordinary course of business. There are no 'material' contracts or arrangements or transactions which were not at arm's length basis and therefore disclosure in form AOC -2 is not required.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseeable and repetitive nature. For the transactions entered into pursuant to the omnibus approval so granted, a statement giving details of all related party transactions is placed before the Audit Committee and the board of Directors for their approval on a quarterly basis.

ad) Managerial Remuneration:

Disclosure of remuneration under section 197 (12) of the companies act, 2013 read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided at Annexure "B"

ae) Secretarial Audit Report

Shri T S. Raju, Practicing Company Secretary (Membership No. 2745),having address at Regency House, 2A, Second Floor, 250/7, Anna Salai, Teynampet, Chennai 600 006 Tel No. 2435 0676 has conducted the Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit report issued by the him is attached to this report as Annexure - "C" . As there are no qualification, reservation or adverse remark or disclaimer made by the Company secretary in whole time practice in the secretarial audit report, the need for providing explanation or comments on the same by the Board of Directors does not arise

af) Corporate Governance Certificate

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is provided as Annexure "D" to this report.

ag) Corporate Governance Report

The Company is committed to maintain the standards of corporate governance and adhere to the corporate governance requirements set out by SEBI.

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report and is attached as Annexure-E.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance.

ah) Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

ai) Risk management policy

A Risk Management Policy for the Company has been adopted by the Board. The Company manages risk through a detailed Risk Management Policy framework which lays down guidelines in identifying, assessing and managing risks that the businesses are exposed to. Risk is managed by the Board through appropriate structures that are in place.

aj) Directors' Responsibility Statement

The terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the directors state that:

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

(b) the directors had selected such accounting 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; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

ak) Acknowledgements

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and employees.

For and on behalf of the Board of Directors

Justice P Bhaskaran Chairman DIN:00126136

Date: 01.08.2015 Place: Chennai

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Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting their TWENTY EIGHTH ANNUAL REPORT together with the Audited Accounts of the Company for the year ended March 31,2014.

FINANCIAL RESULTS

The financial results for the year ended 31st March 2014 are given below

Description For the year ended For the year ended 31st March 2014 31st March 2013

Total Income 15,874,453 727,276

Total Expenditure 13,548,173 14,216,391

Profit before tax 2,326,280 4,280,063

Tax 1,016,000 1,481,000

Profit after tax 1,310,280 2,799,063

EPS 0.44 0.93

DIVIDEND

Your directors wish to retain the profit for the growth and development of the Company. Hence no dividend is recommended for the financial year ending 31st March 2014.

INDUSTRY STRUCTURE AND DEVELOPMENTS

The industrial growth in India is slowly recovering with signs of steadiness in the years to follow.

BUSINESS REVIEW

During the year under report, the Company extended hire purchase finance to the tune of Rs. 219.74 lakhs and financing under other credit facility of Rs. 52.08 lakhs.

The total income of the Company is at Rs.158.74 lakhs during the year under review as against Rs.191.73 lakhs in the previous financial year; and the profit before tax during the year under review is at Rs. 23.26 lakhs as compared to Rs.42.80 lakhs in the previous financial year; and that profit after tax during the year under review is at Rs. 13.10 lakhs as compared to Rs. 27.99 lakhs in the previous financial year.

OUTLOOK

The outlook for the Company looks encouraging and positive.

OPPORTUNITIES, CHALLENGES, RISKS AND CONCERNS

With the Indian economy showing signs of recovery, it is expected that there would be abundant opportunities for the growth of NBFC Sector.

Competition from private and public sector banks in the retail financing and competitive interest rates are challenges to the industry.

With strong and dynamic management, experienced and skilled staff, retention of customers, improvement of assessment procedures and quality of appraisal, the Company is confident of converting challenges into opportunities.

Any operational risk, market risk and interest rate risk can have adverse impact on the operations of the Company. Through continuous emphasis on cost control and cost reduction measures and taking corrective action wherever necessary, the Company will minimize the risk.

DEPOSITS

As on 31st March 2014, there were 57 depositors for a value of Rs. 77.95 lakhs.

Your Company has complied with the requirements under the guidelines issued by the Reserve Bank of India for Non-Banking Financial Companies.

INFORMATION REQUIRED UNDER NON-BANKING FINANCIAL COMPANIES ACCEPTANCE OF PUBLIC DEPOSITS (RESERVE BANK) DIRECTIONS, 1998

The total number of accounts of public deposit of the company which have not been claimed by the depositors or not paid by the company after the date on which the deposit became due for repayment was NIL.

The total amount due under such accounts remaining unclaimed or unpaid beyond the dates referred to above was NIL.

BUY BACK

The company has not bought back any shares during the financial year

REMUNERATION AND NOIMINATION COMMITTEE

During the year, your Directors have constituted Nomination and Remuneration Committee comprising of Mr. K Ramu as Chairman and Justice P Bhaskaran and Mr S Venkatakrishnan as other members.

The said Committee has been entrusted inter alia with the responsibility of determining and recommending to the Board, the candidature and the remuneration of Directors and Key Managerial Persons.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONS

Mr. Naveen Galada retires by rotation at this Annual General Meeting as per Companies Act, 2013 making his office liable to retire by rotation. The Director being eligible offers himself for re-appointment.

Mr. J. Ashok Galada was re-appointed as the Managing Director of the Company for a period of three years with effect from 01st April 2014 by the Board of Directors in their meeting held on 31st January 2014 subject to the approval of members in the ensuing general meeting.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Indira Srinivasan Royakottam was appointed as an Additional Director designated as an Independent Director w.e.f. January 31, 2014 and she shall holds office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Mrs. Indira Srinivasan Royakottam for appointment as an Independent Director.

Justice P Bhaskaran, Shri S. Venkata Krishnan and Shri. K. Ramu directors are appointed as Independent director for a period of five years as per section 149 of the Companies Act, 2013.

The Board recommends the appointment and re-appointment of the aforesaid directors.

During the year, the Company appointed C.S. Alpa Jain as the Company Secretary and Compliance Officer of the Company with effect from 14th February 2014.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2014 on a ''going concern'' basis.

MATERIAL CHANGES AFTER THE BALANCE SHEET DATE (31st MARCH 2014)

There are no material changes and commitments between 31st March 2014 and the date of this report having an adverse bearing on the financial position of the Company.

The Directors appointed M/s. Rajesh Modi & Co. as Internal Auditors in the Board Meeting held on 29th May 2014 as per the provisions of the Companies Act, 2013.

The Board of Directors also appointed Mrs. K. R. Manimeghala as a Chief Financial Officer of the Company with effect from 29 th May 2014.

AUDITORS

M/s. Chandarana & Sanklecha, Chartered Accountants, the Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment until the next Annual General Meeting. A certificate of their eligibility has been received from them.

PARTICULARS REQUIRED UNDER SECTION 217(2A) OF COMPANIES ACT, 1956

The relationship with the employees of the Company was cordial throughout the Financial Year under review. The Board of Directors appreciates the co-operation and spirit of the employees of the company.

There were no employees covered by the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide notification no G.S.R 289(E) dated 3T March 2011.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed 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, are provided in Annexure A to this Report.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the standards of corporate governance and adhere to the corporate governance requirements set out by SEBI.

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report and is attached as Annexure-B.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance.

REGULATORY STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 3T March 2014 is annexed to the Accounts.

COMMON AGENCY FOR SHARE REGISTRY WORK

M/s. Cameo Corporate Services Ltd., at ''Subramanian Building'', No.1, Club House Road, Chennai 600 002 are the Common Agency for physical and electronic share registry work of the Company.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co- operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and employees.

For and on behalf of the Board of Directors

Justice P Bhaskaran Chairman DIN:00126136

Date: 02.08.2014 Place: Chennai

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Mar 31, 2013

Dear Members,

The Directors have great pleasure in presenting their TWENTY SEVENTH ANNUAL REPORT together with the Audited Accounts of the Company for the year ended March 31, 2013.

01. FINANCIAL RESULTS

The financial results for the year ended 31st March 2013 are given below

Description For the For the year ended year ended 31.3.2013 31.3.2012 (Rs. in lakhs) (Rs. in lakhs) Total Income 191.73 178.90

Less Expenditure 119.73 110.71

Profit before Depreciation and Taxes 72.00 68.19

Less Depreciation 22.43 21.73

Profit before Tax 49.57 46.46

Less Income Tax 16.00 16.00

Deferred Tax (1.19) (1.89)

14.81 14.11

Profit After Tax 34.76 32.35

Less : Extra Ordinary items- Provn for diminution in the value of investments 6.77 5.64

Profit for the year 27.99 26.71

Balance Brought Forward 82.65 61.44 from Previous Year

Amount available for appropriation 110.64 88.15

APPROPRIATION

Transfer to Statutory Reserve 5.60 5.50

Proposed Dividend and Tax Thereon 21.06

Balance carried to Balance Sheet 83.98 82.65

110.64 88.15

02. DIVIDEND

The Directors recommend a Dividend of Re. 0.60ps per share (6%) on the paid up capital of Rs. 300 Lakhs absorbing a sum of Rs. 18.00 Lakhs towards Dividend and Rs. 3.06 Lakhs towards tax thereon for the financial year ending 31st March 2013. The dividend will be paid to all those equity shareholders whose names appear in the Register of Members as on 27th July 2013.

03. INDUSTRY STRUCTURE AND DEVELOPMENTS

The industrial growth in India is showing signs of recovery and the Indian economy is poised for steady growth in the years to follow.

04. BUSINESS REVIEW

During the year under report, the Company extended hire purchase finance to the tune of Rs. 396.38 lakhs and financing under leasing to the tune of 32.27 lakhs and other credit financing of Rs.16.29 lakhs.

The total income of the Company is at Rs. 191.73 lakhs during the year under review as against Rs.178.90 lakhs in the previous financial year; and the profit before tax during the year under review is at Rs. 49.57 lakhs as compared to Rs. 46.46 lakhs in the previous financial year; and that profit after tax during the year under review is at Rs. 27.99 lakhs as compared to Rs. 26.71 lakhs in the previous financial year.

05. OUTLOOK

The outlook for the Company looks encouraging.

06. OPPORTUNITIES, CHALLENGES, RISKS AND CONCERNS

With the Indian economy showing signs of recovery, it is expected that there would be abundant opportunities for the growth of NBFC Sector.

Competition from private and public sector banks in the retail financing and competitive interest rates are challenges to the industry.

With strong and dynamic management, experienced and skilled staff, retention of customers, improvement of assessment procedures and quality of appraisal, the Company is confident of converting challenges into opportunities.

Any operational risk, market risk and interest rate risk can have adverse impact on the operations of the Company. Through continuous emphasis on cost control and cost reduction measures and taking corrective action wherever necessary, the Company will minimize the risk.

07. DEPOSITS

As on 31st March 2013, there were 89 depositors for a value of Rs. 123.34 lakhs.

Your Company has complied with the requirements under the guidelines issued by the Reserve Bank of India for Non-Banking Financial Companies.

08. INFORMATION REQUIRED UNDER NON-BANKING FINANCIAL COMPANIES ACCEPTANCE OF PUBLIC DEPOSITS (RESERVE BANK) DIRECTIONS, 1998

The total number of accounts of public deposit of the company which have not been claimed by the depositors or not paid by the company after the date on which the deposit became due for repayment was NIL.

The total amount due under such accounts remaining unclaimed or unpaid beyond the dates referred to above was NIL.

09. DIRECTORS

Shri S. Venkata Krishnan and Shri. K. Ramu directors retire by rotation and being eligible, they offer themselves for re-appointment.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) That in the preparation of the accounts for the financial year ended 31st March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

That the Directors have prepared the accounts for the financial year ended 31st March 2013 on a ''going concern'' basis.

11. AUDITORS

M/s. Chandarana & Sanklecha, Chartered Accountants, the Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

12. EMPLOYEES

Your Directors wish to convey their appreciation of services rendered by the employees at all levels.

13. PARTICULARS REQUIRED UNDER SECTION 217(2A) OF COMPANIES ACT, 1956

There were no employees who were in receipt of the remuneration for the year ended 31.3.2013 as prescribed under Section 217 (2A) of the Companies Act,1956 and hence annexure as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not attached.

14. INFORMATION PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

The Company has no activity relating to conservation of energy or technical absorption. There were no foreign exchange earnings or outgo during the year under review.

15. REGULATORY STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31st March 2013 is annexed to the Accounts.

16. COMMON AGENCY FOR SHARE REGISTRY WORK

M/s. Cameo Corporate Services Ltd., at ''Subramanian Building'', No.1, Club House Road, Chennai 600 002 are the Common Agency for physical and electronic share registry work of the Company.

17. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled "Corporate Governance" is attached to this Annual Report.

The certificate of Statutory Auditors dated 30st May 2013 in line with Clause 49 of the Listing Agreement with the Stock Exchange is annexed to and forms a part of the Directors'' Report.

18. CAUTIONARY STATEMENT

Management Discussion and Analysis forming part of this report is in compliance with Corporate Governance Standards incorporated in the listing agreement with Stock Exchange and such statements may be "forward-looking" within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could influence Company''s operations include global and domestic financial market conditions affecting the interest rates, availability of resources for the financial sector, market for lending, changes in regulatory directions issued by the Government, tax laws, economic situation and other relevant factors.

19. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the continued assistance and co-operation received from Company''s, Bankers, Customers, Advisors, Auditors and Depositors during the year under review.

For and on behalf of the Board

JUSTICE P BHASKARAN Chairman

Place : Chennai Date : 30th May 2013

---

Mar 31, 2012

Dear Members,

The Directors have great pleasure in presenting their TWENTY SIXTH ANNUAL REPORT together with the Audited Accounts of the Company for the year ended March 31,2012.

01. FINANCIAL RESULTS

The financial results for the year ended 31st March 2012 are given below:-

Description For the For the year ended year ended 31.3.2012 31.3.2011 (Rs.in lakhs) (Rs. in lakhs)

Total Income 178.90 150.92

Less Expenditure 110.71 89.06

Profit before Depreciation and Taxes 68.19 61.86

Less Depreciation 21.73 21.53

Profit before Tax 46.46 40.33

Less Income Tax 16.00 13.00

Deferred Tax (1.89) (1.86)

14.11 11.14

Profit After Tax 32.35 29.19

Less: Extra Ordinary items- Provn for diminution in the

value of investments 5.64 13.34

Profit for the year 26.71 15.85

Balance Brought Forward 61.44 48.84 from Previous Year

Amount available for appropriation 88.15 64.69

APPROPRIATION

Transfer to Statutory Reserve 5.50 3.25

Balance carried to Balance Sheet 82.65 61.44

88.15 64.69

02. DIVIDEND

In view of the inadequacy of profits and in order to conserve reserves of the Company, the Board of Directors does not recommend any dividend for the financial year ended 31st March 2012.

03. INDUSTRY STRUCTURE AND DEVELOPMENTS

The industrial growth in India is showing signs of recovery and the Indian economy is poised for steady growth in the years to follow.

04. BUSINESS REVIEW

During the year under report, the Company extended hire purchase finance to the tune of Rs. 49.00 lakhs and financing under operating leasing to the tune of 18.30 lakhs and other credit financing of Rs.447.55 lakhs.

The total income of the Company is at Rs. 178.90 lakhs during the year under review as against Rs. 150.92 lakhs in the previous financial year; and the profit before tax during the year under review is at Rs. 46.46 lakhs as compared to Rs. 40.33 lakhs in the previous financial year; and that profit aftertax during the year under review is at Rs. 26.71 lakhs as compared to Rs. 15.85 lakhs in the previous financial year.

05. OUTLOOK

The outlook for the Company looks encouraging.

06. OPPORTUNITIES, CHALLENGES, RISKS AND CONCERNS

With the Indian economy showing signs of recovery, it is expected that there would be abundant opportunities for the growth of NBFC Sector.

Competition from private and public sector banks in the retail financing and competitive interest rates are challenges to the industry.

With strong and dynamic management, experienced and skilled staff, retention of customers,improvement of assessment procedures and quality of appraisal, the Company is confident of converting challenges into opportunities.

Any operational risk, market risk and interest rate risk can have adverse impact on the operations of the Company. Through continuous emphasis on cost control and cost reduction measures and taking corrective action wherever necessary, the Company will minimize the risk.

07. DEPOSITS

As on 31st March 2012, there were 90 depositors for a value of Rs. 136.42 lakhs.

Your Company has complied with the requirements under the guidelines issued by the Reserve Bank of India for Non-Banking Financial Companies.

08. INFORMATION REQUIRED UNDER NON-BANKING FINANCIAL COMPANIES ACCEPTANCE OF PUBLIC DEPOSITS (RESERVE BANK) DIRECTIONS, 1998

The total number of accounts of public deposit of the company which have not been claimed by the depositors or not paid by the company after the date on which the deposit became due for repayment was NIL.

The total amount due under such accounts remaining unclaimed or unpaid beyond the dates referred to above was NIL.

09. DIRECTORS

Shri K. Ramu and Justice P. Bhaskaran directors retire by rotation and being eligible, they offer themselves for re-appointment.

10. DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) That in the preparation of the accounts for the financial year ended 31st March 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

That the Directors have prepared the accounts for the financial year ended 31st March 2012 on a 'going concern' basis.

11. AUDITORS

M/s. Chandarana & Sanklecha, Chartered Accountants, the Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

12. EMPLOYEES

Your Directors wish to convey their appreciation of services rendered by the employees at all levels.

13. PARTICULARS REQUIRED UNDER SECTION 217(2A) OF COMPANIES ACT, 1956

There were no employees who were in receipt of the remuneration for the year ended 31.3.2012 as prescribed under Section 217 (2A) of the Companies Act,1956 and hence annexure as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not attached.

14. INFORMATION PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

The Company has no activity relating to of energy or technical absorption. were no foreign exchange earnings or during the year under review.

REGULATORY STATEMENT

deformity with the provisions of Clause 32 of Listing Agreement, the Cash Flow for the year ended 31st March 2012 to the Accounts.

COMMON AGENCY FOR SHARE

Cameo Corporate Services Ltd., at Building', No.1, Club House Chennai 600 002 are the Common for physical and electronic share work of the Company.

CORPORATE GOVERNANCE

ant to Clause 49 of the Listing Agreement Stock Exchange, a separate section "Corporate Governance" is attached to annual Report.

certificate of Statutory Auditors dated 30th 012 in line with Clause 49 of the Listing with the Stock Exchange is ed to and forms a part of the Directors' t.

STATEMENT

Management Discussion and Analysis forming >f this report is in compliance with Corporate Governance Standards incorporated in the listing agreement with Stock Exchange and such statements may be "forward-looking" within the meaning of applicable laws and regulations Actual results could differ materially from those expressed or implied. Important factors that could influence Company's operations include global and domestic financial market conditions affecting the interest rates, availability of resources for the financial sector, market for lending, changes in regulatory directions issued by the Government, tax laws, economic situation and other relevant factors.

19. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the continued assistance and co-operation received from Company's Bankers, Customers, Advisors, Auditors and Depositors during the year under review.

For and on behalf of the Board

JUSTICE P BHASKARAN Chairman

Place: Chennai Date :30th May 2012

---

Mar 31, 2011

Dear Members,

The Directors have great pleasure in presenting their TWENTY FIFTH ANNUAL REPORT together with the Audited Accounts of the Company for the year ended March 31st,2011.

01. FINANCIAL RESULTS

The financial results for the year ended 31stMarch 2011 are given below

For the For the Description year ended year ended 313.2011 31.3.2010 (Rs. in lakhs) (Rs. in lakhs)

Total Income 150.92 113.66

Less Expenditure 89.06 82.11

Profit before Depreciation 61.86 32.55 and Taxes

Less Depreciation 21.53 9.51

Profit before Tax 40.33 22.04

Less income Tax 13.00 7.50

Deferred Tax (1.86) 4.28

11.14 11.78

Profit After Tax 29.19 10.26

Less: Extra Ordinary items - Provn for diminution in the value of investments 13.34 —

Profit for the year 15.85 10.26

Balance Brought Forward 48.84 41.83

from Previous Year

Amount available for 64.69 52.09 appropriation

APPROPRIATION

Transfer to Statutory Reserve 3.25 3.25

Balance carried to Balance 61.44 48.84 Sheet 64.69 52.09

02. DIVIDEND

In view of the inadequacy of profits and in order to conserve reserves of the Company, the Board of Directors does not recommend any dividend for the financial year ended 31st March 2011.

03 INDUSTRY STRUCTURE AND DEVELOPMENTS

The industrial growth in India is showing signs of recovery and the Indian economy is poised for steady growth in the years to follow.

04. BUSINESS REVIEW

During the year under report, the Company extended hire purchase finance to the tune of Rs. 181.53 lakhs and financing under operating leasing to the tune of 33.03 lakhs and other credit financing of Rs.433.94 lakhs.

The total income of the Company is at Rs. 150.92 lakhs during the year under review as against Rs.113.66 lakhs in the previous financial year; and the profit before tax during the year under review is at Rs. 40.33 lakhs as compared to Rs. 22.04 lakhs in the previous financial year; and that profit after tax during the year under review is at Rs. 15.85 lakhs as compared to Rs. 10.26 lakhs in the previous financial year.

05. OUTLOOK

The outlook for the Company looks encouraging.

06. OPPORTUNITIES, CHALLENGES, RISKS AND CONCERNS

With the Indian economy showing signs of recovery, it is expected that there would be abundant opportunities for the growth of NBFC Sector.

Competition from private and public sector banks in the retail financing and competitive interest rates are challenges to the industry.

With strong and dynamic management, experienced and skilled staff, retention of customers, improvement of assessment procedures and quality of appraisal, the Company is confident of converting challenges into opportunities.

Any operational risk, market risk and interest rate risk can have adverse impact on the operations of the Company. Through continuous emphasis on cost control and cost reduction measures and taking corrective action wherever necessary, the Company will minimize the risk.

07. DEPOSITS

As on 31st March 2011, there were 81 depositors for a value of Rs. 93.17 lakhs.

Your Company has complied with the requirements under the guidelines issued by the Reserve Bank of India for Non-Banking Financial Companies.

08. INFORMATION REQUIRED UNDER NON-BANKING FINANCIAL COMPANIES ACCEPTANCE OF PUBLIC DEPOSITS (RESERVE BANK) DIRECTIONS, 1998

The total number of accounts of public deposit of the company which have not been claimed by the depositors or not paid by the company after the date on which the deposit became due for repayment was NIL.

The total amount due under such accounts remaining unclaimed or unpaid beyond the dates referred to above was NIL.

09. DIRECTORS

Justice P. Bhaskaran & Shri S.Venkatakrishnan directors retire by rotation and being eligible, they offer themselves for re-appointment.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) That in the preparation of the accounts for the financial year ended 31st March 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

That the Directors have prepared the accounts for the financial year ended 31st March 2011 on a ''going concern'' basis.

11. AUDITORS

M/s. Chandarana & Sanklecha, Chartered Accountants, the Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

12. EMPLOYEES

Your Directors wish to convey their appreciation of services rendered by the employees at all levels.

13. PARTICULARS REQUIRED UNDER SECTION 217(2A) OF COMPANIES ACT, 1956

There were no employees who were in receipt of the remuneration for the year ended 31.3.2011 as prescribed under Section 217 (2A) of the Companies Act,1956 and hence annexure as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not attached.

14. INFORMATION PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

The Company has no activity relating to conservation of energy or technical absorption. There were no foreign exchange earnings or outgo during the year under review.

15. REGULATORY STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement, the Cash Flow State- ment for the year ended 31st March 2011 is an- nexed to the Accounts.

16. COMMON AGENCY FOR SHARE REGISTRY WORK

M/s. Cameo Corporate Services Ltd., at ''Subramanian Building'', No.1, Club House Road, Chennai 600 002 are the Common Agency for physical and electronic share registry work of the Company.

17. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled "Corporate Governance" is attached to this Annual Report.

The certificate of Statutory Auditors dated 21st May 2011 in line with Clause 49 of the Listing Agreement with the Stock Exchange is annexed to and forms a part of the Directors'' Report

18. CAUTIONARY STATEMENT

Management Discussion and Analysis forming part of this report is in compliance with Corporate Governance Standards incorporated in the listing agreement with Stock Exchange and such statements may be "forward-looking" within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could influence Company''s operations include global and domestic financial market conditions affecting the interest rates, availability of resources for the financial sector, market for lending, changes in regulatory directions issued by the Government, tax laws, economic situation and other relevant factors.

19. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the continued assistance and co-operation received from Company''s, Bankers, Customers, Advisors, Auditors and Depositors during the year under review.

For and on behalf of the Board

JUSTICE P BHASKARAN Chairman

Place: Chennai Date :21st May 2011