Directors Report of Kumbhat Financial Services Ltd.

Mar 31, 2025

Your Directors have great pleasure in presenting the 32^nd Annual Report of the business and operations
of the Company together with the audited statement of accounts for the year ended 31st March, 2025.

1. STATE OF COMPANY’S AFFAIRS:

(A) Financial summary / highlights: (Amount in ? lakhs)

Particulars	2024-25	2023-24
Total Income	205.54	61.80
Total Expenditure	(31.39)	233.30
Profit (Loss) before interest, depreciation and tax	236.93	(171.50)
Finance cost	73.25	-
Depreciation	0.48	0.48
Profit (Loss) before Exceptional, Extra-ordinary items and tax	163.20	(171.98)
Exceptional & Extra-ordinary items
Profit (Loss) after Exceptional & Extra-ordinary items & before tax	163.20	(171.98)
Provision for taxation (Net of deferred tax)	27.35	7.24
Profit (Loss) after tax	135.85	(179.22)
Amount available for appropriation
Appropriations
Transfer to Statutory Reserve maintained u/s 45IC of RBI Act, 1934 (including short provision for earlier years)	27.17	Nil
Proposed dividend	-	-
Tax on proposed dividend	-	-
Balance carried to Balance Sheet	108.68	(179.22)

(B) Operations:

The gross amount of loans provided by the Company stood at Rs.1,756.59 lakhs as on 31st
March, 2025 as compared to Rs. 202.49 Lakhs as on 31st March, 2024.

(C) Adoption of Ind-AS Standards:

The Company being a Listed Non-Banking Finance Company is required to prepare its
financial statements in accordance with the Ind-AS standards with effect from April 1, 2019.

Accordingly, your Directors have framed the required policy for such adoption and transition
to Ind-AS standards. The present financial statements have been prepared as per Ind-AS
standards.

(D) The World Economic Scenario:

The global economy is projected to slow down to 2.4% growth in 2025, down from 2.9% in
2024, with both developed and developing economies facing challenges. Downward growth
revisions are driven by factors like weakening global trade and investment, rising trade
tensions, and financial sector stress. Inflation is easing, but short-term risks remain due to
tariff-driven cost pressures and uncertainty.

India''s 2025-26 economic outlook will likely hinge on delicately balancing evolving trade relations
and efforts to boost domestic consumer demand.

The tax exemptions announced in the budget will increase consumer spending and may boost GDP by
0.6% to 0.7%. However, uncertainty around the tariff rates imposed by the United States on Indian
exports could offset those gains by 0.1% to 0.3%. Deloitte''s outlook remains optimistic, but cautious.

2. EXTRACT OF ANNUAL RETURN (FORM MGT-9):

As required under section 134 (3) (a) of the Indian Companies Act, 2013, the Annual return for the
financial year 2024-25 is put up on the Company''s website and can be accessed at

https://kumbhatfinancialserviceslimited.com/wp-content/uploads/2025/06/KFSL-Form-MGT-7-

2024-2025.pdf

3. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Board met ten times during the financial year, the details of which are given hereunder. The
maximum interval between any two meetings did not exceed 120 days, as prescribed in the
Companies Act, 2013.

Quarter	Date of Board Meeting
1st April, 2024 to 30th June, 2024	08.04.2024
	11.05.2024
	22.05.2024
	12.06.2024
1st July, 2024 to 30th September, 2024	16.07.2024
	17.08.2024
	18.09.2024
1st October, 2024 to 31st December, 2024	11.11.2024
1st January, 2025 to 31st March, 2025	04.02.2025
	18.02.2025

4. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has followed applicable Secretarial Standards, i.e. SS-
1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively
issued by the Institute of Company Secretaries of India.

5. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 134(5) of the Companies Act, 2013, the Board hereby
submits its responsibility statement:

(a) In the preparation of the annual accounts for the year ended 31st March, 2025, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;

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

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

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

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

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

6. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS
OR DISCLOSURES MADE BY THE STATUTORY AUDITORS:

The observations made by the auditors in their report and notes to the accounts referred to in the
Auditors Report are self-explanatory. There were no qualifications, reservations/modifications or
adverse remarks made by statutory auditors in the respective report.

7. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS
OR DISCLOSURES MADE BY THE SECRETARIAL AUDITORS:

The observations made by the secretarial auditors are self-explanatory in nature and does not
call for further explanation.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT, 2013:

The Company being a Non-Banking Finance Company (NBFC) has in the ordinary course of business
made loans or advances or given guarantees or provided securities or made investments in bodies
corporate and other persons during the financial year. Your Directors would like to draw your

attention to the notes to the financial statements which sets out the details of loans and
investments made.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year
with related parties were in the ordinary course of business and are at arm''s length basis. The
Company presents a statement of all related party transactions before the Board of Directors of
the Company for their approval. Your Directors would like to draw your attention to the notes to
the financial statements which set out related party disclosures. A statement in Form AoC-2
pursuant to the provisions of clause (h) of sub-section (3) of section 134 of the Act read with sub¬
rule (2) of rule 8 of the Companies (Accounts) Rules, 2014 is furnished in Annexure-1 and is attached
to this report.

10. DETAILS OF AMOUNTS TRANSFERRED TO RESERVES:

During the financial year 2024-25, the Company recorded a profit of Rs.135.85 Lakhs. The company
has transferred a sum of Rs.27.17 lakhs to the Statutory Reserves under the statutory provision
relating to transfer of profits to statutory reserve maintained under section 45IC of the RBI Act.
Accordingly the year-end balance of such statutory reserve stands at Rs.79.34 lakhs as at 31.03.2025

11. DIVIDEND:

In view of inadequacy of profits, your Directors do not recommend any dividend for the financial
year ended 31st March, 2025.

12. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company was not required to transfer any amounts in unpaid dividend account, application
money due for refund, matured deposits, matured debentures and the interest accrued thereon
which have remained unclaimed or unpaid for a period of seven years to Investor Education and
Protection Fund.

13. MATERIAL CHANGES AND COMMITMENT IF ANY 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 (01-04-2025 to 23-05-2025):

There were no material changes and commitments affecting the financial position of the Company
between the periods 1st April, 2025 to 23^rd May, 2025.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE
8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

In terms of clause (m) of sub-section (3) of section 134 of the Companies Act, 2013 and the rules
framed thereunder, the particulars relating to conservation of energy, technology absorption and
foreign exchange earnings and outgo is given below:

(i)	the steps taken or impact on conservation of energy;	Your company is not engaged in any manufacturing activity and thus i ts operations are not energy intensive. However, adequate measures are always
(ii)	the steps taken by the Company for utilising alternate sources of energy;
(iii) the capital investment on energy conservation equipments;		taken to ensure optimum utilization and maximum possible saving of energy.

2). TECHNOLOGY ABSORPTION:

(i) the efforts made towards technology absorption;
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
(a) the details of technology imported; (b) the year of import; (c) whether the technology has been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof, and	The Company has no activity relating to technology absorption.
(iv) the expenditure incurred on Research and Development.

3). FOREIGN EXCHANGE EARNINGS AND OUTGO: (Amount in ? Lakhs)

Particulars	2024-25	2023-24
Value of exports calculated on FOB basis	-	-
Value of Imports calculated on CIF basis:
Raw Materials	-	-
Components and Spare parts	-	-
Capital Goods	-	-
Expenditure in Foreign Currency:
Travel	-	-
Others	-	-

15. DETAILS OF CHANGE IN NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company during the financial year.

16. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of section 152 of the Companies Act, 2013 read with the
Companies (Appointment and Qualification of Directors) Rules, 2014 and the Company''s Articles
of Association, Shri. SANJAY KUMBHAT (DIN: 03077193), retires by rotation at the forthcoming
Annual General Meeting and he being eligible, offers himself for re-appointment. The Board
recommends the re-appointment.

Shri. S. RAMABADRAN (DIN: 01280165) was appointed as independent director at the 28th Annual
General Meeting held on 06th August, 2021 to hold office from 15th December, 2020 to 14th
December, 2025 and has expressed his willingness to continue for the second term.

Shri. S.RAMABADRAN (DIN: 01280165) has given his declarations to the Board that he meets the
criteria of Independence as provided under subsection (6) of section 149 of the Act and the rules
made thereunder

The Nomination and Remuneration Committee of the Company have recommended to the Board
of Directors the reappointment of Shri. S.RAMABADRAN (DIN: 01280165) as an Independent
Director for a term of five consecutive years up to the conclusion of the 37th Annual General
meeting.

In the opinion of the Board, Shri. S.RAMABADRAN (DIN: 01280165) fulfils the conditions specified
in the Act and the rules framed thereunder for his appointment as Independent Directors and
that he is independent of the management of the Company.

Shri. S.RAMABADRAN (DIN: 01280165) has given the statement of disclosures pursuant to
regulations 26(4) and 36(3) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations 2015.

17. PERFORMANCE:

In compliance with the Companies Act, 2013 and regulation 17 of the SEBI (Listing obligations
and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Board, its
Committees and individual Directors was carried out during the year under review. Questionnaire
approach was adopted for said evaluations.

The Nomination and Remuneration Committee (NRC) at its meeting carried out a separate exercise
for evaluating every Directors performance. The evaluation of Independent Directors was carried
out without the presence of the said Directors. A separate meeting of the Independent Directors
was convened which reviewed the performance of the Board (as a whole), the non-independent
directors and the Chairman.

The said meetings was held on 06.06.2024 followed by Independent Directors meeting on
03.02.2025 during the financial year.

Some of the key criteria''s for performance evaluation were as follows:

Performance evaluation of Board and Committees:

1. Degree of fulfilment of key responsibilities;

2. Board structure and composition;

3. Effectiveness of Board processes, information and functioning;

4. Board Culture and Dynamics;

5. Quality of relationship between the Board and the Management; and

6. Establishment and delineation of responsibilities to committees.

Performance evaluation of Directors:

1. Provide meaningful and constructive contribution and inputs in meetings;

2. Display a good degree of understanding of the company, industry, sector, geography; and

3. Display independence of judgment.

18. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Independent Directors of the Company are persons of integrity, possessing rich experience
and expertise in the field of corporate management, finance, capital market, economic and
business information.

The Company has issued appointment letter to the Independent Directors setting out in detail,
the terms of appointment, duties, roles & responsibilities and expectations from the appointed
Director. The Board of Directors including independent directors have complete access to the
information within the Company. Presentations are regularly made to the Board of Directors /
Audit Committee / Nomination & Remuneration Committee / Stakeholders Relationship Committee
on various related matters, where Directors have interactive sessions with the Management.

19. SUBSIDIARY:

The Company does not have any subsidiary companies or associate companies or joint ventures.

20. INTERNAL FINANCIAL CONTROLS:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct
of business, including adherence to the Company''s policies, the safeguarding of its assets, the

prevention and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial disclosures. The Company has in place
adequate internal financial controls with reference to financial statements. During the year under
review, such controls were tested and no reportable material weaknesses in the design or operation
were observed. This is further strengthened by periodical review of the accounts and systems by
Internal Auditors, M/s R V J & Company, the internal auditors of the company.

21. DEPOSITS:

Your Company has neither accepted nor renewed any deposits from public within the meaning
of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules,
2014 during the financial year and as such, no amount of principal or interest was outstanding as
on the Balance Sheet date.

22. MATERIAL ORDERS PASSED BY REGULATORY AUTHORITIES:

There are no significant and material orders passed by the regulators or courts or tribunals during
the year impacting the going concern status and Company''s operations in future.

23. RISK MANAGEMENT POLICY:

Evolving global trade relations are expected to influence India''s economic trajectory: India''s strong
trade relations with the United States, which is also the nation''s largest trading partner, will likely
impact the nation''s trade balance and economic growth significantly due to the shifting global
trade landscape. Given that the trade-weighted average MFN tariff rate imposed on Indian goods
imports is among the highest in the world (12%), India is vulnerable to reciprocal tariffs, which
are being deliberated currently between the two nations

In 2025-26, Financial Institutions will be affected mostly by Cyber and AI related risks, Geopolitical
risks, Climate Change risk responses, High Interest Rates and Regulation. The growth of AI brings
both threats and opportunities. Financial services organisations are ranked top in the use of AI as
a competitive advantage.

The future of risk management is shaped by emerging trends and technologies that empower
organizations to proactively identify, assess, and mitigate risks. Artificial intelligence, machine
learning, cyber security, big data analytics, and effective risk governance are key pillars in this
transformation.

Risk governance plays a vital role in effective risk management. It involves establishing clear risk
management frameworks, policies, and procedures to ensure accountability and transparency.
With the evolving risk landscape, organizations need to adopt a proactive approach to risk
governance. This includes developing risk management strategies aligned with business
objectives, fostering a risk-aware culture, and integrating risk management into decision-making
processes at all levels of the organization.

Traditional risk management approaches often rely on periodic assessments. However, the future
of risk management lies in continuous monitoring and adaptive risk management practices. By
leveraging real-time data, organizations can detect emerging risks promptly and respond
proactively. Adaptive risk management involves agile decision-making, adjusting risk mitigation
strategies based on evolving threats, and embracing a flexible and dynamic risk management
framework

Risk Management Committee met two times and has taken note of the following factors in
analyzing the risk.

Step 1: Identify the Risk.

Step 2: Analyze the risk.

Step 3: Evaluate the Risk or Risk assessment.

Step 4: Treat the Risk.

Step 5: Monitor and Review the Risk.

Step 6: Cyber and AI related risks

Step 7: Climate Change risk responses, High Interest Rates and Regulations
Step 8: Trade and Tariff Risk

The Company has laid down a Comprehensive Risk assessment and minimization procedure which
is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive
management controls risks through means of a properly defined framework. Key business risks
and their mitigation are also considered in the annual / strategic business plans and in periodic
management reviews.

Although the Company does not have a formal risk management policy but a formal enterprise¬
wide approach to Risk Management is being adopted by the Company and key risks will now be
managed within a unitary framework

Added to that the Trade and Tariff developments have posed a big threat to all economies and a
shift in economic growth by spreading market operations and new avenues of growth is likely to
take place and this risk factor needs to addressed.

24. DETAILS OF REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements of the company during the financial year.

25. SHARES AND SHARE CAPITAL:

a. CAPITAL STRUCTURE:

As at 31st March, 2025 the Authorised Share Capital of your Company was Rs.1500 lakhs
comprising of 150 lakhs Equity Shares of Rs.10/- each and the Paid-up Share Capital was
Rs.532.80 lakhs comprising of 53.28 lakhs Equity Shares of Rs.10/- each.

b. BUY-BACK OF SHARES:

The Company has not bought back any of its securities during the financial year.

c. SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the financial year.

d. BONUS SHARES:

No Bonus Shares were issued during the financial year.

e. EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock option Scheme to the employees during the
financial year.

26. STATUTORY AUDITORS:

The Board appointed M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants (FRN 003990S/
S200018) as Statutory Auditors from the conclusion of 31st AGM till the conclusion of 36th AGM.

However, M/s. PKF Sridhar and Santhanam LLP, chartered accounts have expressed their intention
to resign by their letter dated 23.05.2025. They will hold their position until the conclusion of the
32^nd AGM and will continue and complete the review the first quarter of 2025-26.

The company has identified M/s. Joseph & Rajaram, Chartered Accountants (FRN 001375S) and
are being considered for appointment from the conclusion of this 32nd AGM till the conclusion of
37th AGM. They have signified their consent and availability to be the statutory Auditors of
KUMBHAT FINANCIAL SERVICES LIMITED from the conclusion of 32^nd Annual general meeting for
a period of five financial years from 2025-26 to 2029-30 .They hold peer review certificate.

The Board recommends their appointment for being adopted at the 32^nd Annual general meeting.
None of the directors are interested in the resolution covering their appointment.

27. SECRETARIAL AUDITORS:

Further, pursuant to provisions of Section 204 of the Companies Act, 2013, and relevant rules
thereunder and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the "Listing Regulations"), every listed company is required to annex with its
Board''s Report, a secretarial audit report, issued by a Practicing Company Secretary. Pursuant to
the Listing Regulations, shareholders'' approval is required for appointment of Secretarial Auditors.
Further, such Secretarial Auditor must be a peer reviewed Company Secretary from Institute of
Company Secretaries of India (ICSI) and should not have incurred any of the disqualifications as
specified by SEBI. In light of the aforesaid, the Board of Directors of the Company, pursuant to the
recommendations of the Audit Committee, and after considering the experience, market standing,
efficiency of the audit teams and independence, has recommended the appointment of
M/s. Mundhara & Co, Practising Company Secretaries, as the Secretarial Auditors of the Company

for a term of five consecutive financial years commencing from April 1, 2025 till March 31, 2030.
The report of the Secretarial Auditors is annexed to this report.

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

Your Company has always believed in providing a safe and harassment free workplace 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 has adequate measures including checks and corrections in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed of during the
financial year:

• No. of Complaints received : NIL

• No. of Complaints disposed off : NIL

• No. of cases pending for more than 90 days : NIL

• No. of workshops / awareness programmes carried out : NIL

• Nature of action taken by the employer / DO : Not Applicable

29. RESERVE BANK OF INDIA REGULATIONS:

Your Company is generally complying with the directions of the Reserve Bank of India regarding
prudential norms of accounting, capital adequacy ratio, provisions for bad and doubtful debts
and other requirements as per the directions issued from time to time.

RBI by their notification - RBI/2021-22/112 DOR.CRE.REC.No.60/03.10.001/2021-22 dated
22.10.2021 prescribed Scale Based Regulation (SBR): A Revised Regulatory Framework for NBFCs
by requiring NBFCs to top up their net owned funds to not less than Rs.5 crores as on 31.03.2025
and to not less than Rs.10.00 crores on 31.03.2027. We are pleased to inform you that the company
has achieved the set target as on 31.03.2025. The company is positive to achieve the RBI set target
of not less that Rs. 10.00 crores by 2027.

30. Prefrential issue of Shares.

With approval of shareholders at the EGM held on 17.03.2025 and with the approval of Bombay
Stock Exchange 5,78,000 shares were issued / allotted to Shri. Sanjay Kumbhat at a price of Rs.24.00
per share on 29.03.2025. This is part of the exercise to subscribing the net owned funds to more
than five crores as on 31.03.2025

With this preferential issue the Subscribed Capital of the Company stands at Rs.532.8 Lakhs on
the balance sheet date i.e 31.03.2025

31. CORPORATE GOVERNANCE:

Report of Corporate Governance for the financial year and Management Discussion and Analysis
are forming part of this Annual report.

32. COMPOSITION OF AUDIT COMMITTEE:

The Board has constituted the Audit Committee, which comprises of Shri. SAKTHIVEL MURUGAN-
Independent Director as Chairman, Shri. S. RAMABADRAN, Independent Director and Shri. SANJAY
KUMBHAT as the members of the committee. More details on the committee are given in the
Corporate Governance Report.

33. CERTIFICATE FROM MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER:

A certificate has been obtained from Shri. SANJAY KUMBHAT (DIN: 03077193), Managing Director
and Smt. V.PREMALATHA (PAN : ANWPP2996F), Chief Financial officer as required under regulation
34(3) of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 on Corporate
Governance which is enclosed and is forming part of this Report.

34. LISTING AT STOCK EXCHANGE:

The Equity Shares of the Company continue to be listed on The Bombay Stock Exchange Limited.
With regard to other stock exchanges where the shares of the Company were earlier listed, viz.,
The Madras Stock Exchange Limited, The Hyderabad Stock Exchange Limited, The Coimbatore
Stock Exchange Limited and The Ahmedabad Stock Exchange Limited, your Directors would like
to state that the said exchanges have been closed by the orders of Securities and Exchange Board
of India (SEBI) and any communications with the said exchanges are returned undelivered.

35. CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE UNDER
THE LISTING AGREEMENT AND THE SEBI (LISTING OBLIGATIONS & DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015:

A certificate from the Statutory Auditors of the Company regarding compliance with the Code of
Corporate Governance is forming part of this annual report.

36. MANAGEMENT’S DISCUSSION AND ANALYSIS:

In terms of the provisions of regulation 34(3) of the SEBI (Listing obligations and Disclosure
Requirements) Regulations, 2015, the required Management''s Discussion and Analysis is set out
in this Annual Report.

37. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under section
149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in

section 149(6) of the Companies Act, 2013 and regulation 17 of the SEBI (Listing obligations and
Disclosure Requirements) Regulations, 2015.

38. EMPLOYEE REMUNERATION:

The ratio of the remuneration of each director to the median employee''s remuneration and other
details in terms of sub-section (12) of section 197 of the Companies Act, 2013 read with rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
forming part of this report and are annexed as Annexure-2 to this report.

39. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of section 135 of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014 are not applicable to the Company.

40. ACKNOWLEDGMENTS:

Your Directors wish to acknowledge all their stakeholders and are grateful for the excellent support
received from the shareholders, bankers, and financial institutions, government authorities,
esteemed clients, customers and other business associates. Your Directors recognize and
appreciate the hard work and efforts put in by all the employees of the Company and their
contribution to the growth of the Company in a very challenging environment.

For and on behalf of the Board,

(SANJAY KUMBHAT) (SARIKA KUMBHAT) (V.PREMALATHA) (S. MOHANRAJ)

Managing Director Director Chief Financial Officer Company Secretary

DIN: 03077193 DIN: 08032091 PAN: ANWPP2996F PAN: AANPM0947K

Old. No-232/4, New. No.27/4 Old. No-232/4, New. No.27/4 No. 3/568, Manaikara Street, No. 9/1442, I Block,
Kilpauk Garden Road, Kilpauk Garden Road, Perumuchi Arakkonam, 1st Floor, 33rd Street,

Kilpauk - Chennai-600010. Kilpauk - Chennai-600010. Vellore- 631002. Anna Nagar West,

Chennai - 600 040.

Place : Chennai
Date : 23.05.2025

---

Mar 31, 2024

Your Directors have great pleasure in presenting the 31^st Annual Report of the business and operations of the
Company together with the audited statement of accounts for the year ended 31st March, 2024.

1. STATE OF COMPANY''S AFFAIRS:

(A) Financial summary / highlights: (Amount in '' lakhs)

Particulars	2023-24	2022-23
Total Income	33.99	33.25
Total Expenditure	205.49	22.03
Profit (Loss) before interest, depreciation and tax	(171.50)	11.22
Finance cost		-
Depreciation	0.48	0.21
Profit (Loss) before Exceptional, Extra-ordinary items and tax	(171.98)	11.01
Exceptional & Extra-ordinary items
Profit (Loss) after Exceptional & Extra-ordinary items & before tax	(171.98)	11.01
Provision for taxation (Net of deferred tax)	7.23	1.39
Profit (Loss) after tax	(179.22)	9.63
Amount available for appropriation		9.63
Appropriations
Transfer to Statutory Reserve maintained u/s 45IC of RBI Act, 1934 (including short provision for earlier years)	Nil	1.93
Proposed dividend	-	-
Tax on proposed dividend	-	-
Balance carried to Balance Sheet	(179.22)	7.70

(B) Operations:

The gross amount of loans provided by the Company stood at Rs.202.49 lakhs as on 31st March, 2024 as
compared to Rs. 361.83 Lakhs as on 31st March, 2023.

(C) Adoption of Ind-AS Standards:

The Company being a Listed Non-Banking Finance Company is required to prepare its financial statements in
accordance with the Ind-AS standards with effect from April 1, 2019. Accordingly, your Directors have framed
the required policy for such adoption and transition to Ind-AS standards. The current accounts have been
prepared as per Ind-AS standards.

(D) The World Economic Scenario:

The 2024 edition of the United Nations'' World Economic Situation and Prospects report comes amid stark
global economic inequalities and high geopolitical tensions. While rich economies have largely bounced back
from the CoVID-19 pandemic, developing economies have lost ground. Many are drowning in debt, with more
than a third at risk of crisis. Investment in climate action and sustainable development is falling woefully short.
Hunger and poverty are on the rise. And growing divisions between countries and economies are preventing

an effective response. As this report makes clear, 2024 is projected to be another tough year. Sluggish global
growth is projected to slow the growth further. Investment will remain weak. The debt crisis will continue to
spiral, as debt service obligations reach new heights. Devastating conflicts and escalating extreme weather
are bringing uncertainty and risk to the global economy and in this scenario we had elected to have cautious
approach in deploying our funds.

2. EXTRACT OF ANNUAL RETURN (FORM MGT-9):

As required under section 134 (3) (a) of the Indian Companies Act, 2013, the Annual return for the financial
year 2023-24 is put up on the Company''s website and can be accessed at

http://kumbhatfinancialserviceslimited.com/wp-content/uploads/2024/06/KFSL-Form-MGT-7-31032024.pdf

3. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Board met seven times during the financial year, the details of which are given hereunder. The maximum
interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

Quarter	Date of Board Meeting
1st April, 2023 to 30th June, 2023	09.05.2023
	17.05.2023
	29.05.2023
	19.06.2023
1st July, 2023 to 30th September, 2023	08.08.2023
1st October, 2023 to 31st December, 2023	09.11.2023
1st January, 2024 to 31st March, 2024	09.02.2024

4. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has followed applicable Secretarial Standards, i.e. SS-1 and

SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively issued by the

Institute of Company Secretaries of India.

5. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 134(5) of the Companies Act, 2013, the Board hereby submits

its responsibility statement:

(a) In the preparation of the annual accounts for the year ended 31st March, 2024, the applicable
accounting standards had been followed along with proper explanation relating to material departures;

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

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

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

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

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

6. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLOSURES MADE BY THE STATUTORY AUDITORS:

The observations made by the auditors in their report and notes to the accounts referred to in the Auditors
Report are self-explanatory.

Due to technical issues, the company could not implement audit trail features during the financial year
2023-24. However the company has introduced audit trail features in the accounting software since
01-04-2024.

7. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLOSURES MADE BY THE SECRETARIAL AUDITORS:

The Secretarial Auditors have made the following observations in their report for the year ended
31st March,2024.

It has been observed from the reports of the Statutory Auditors of the Company, that the Company has used
an accounting software for maintaining its books of accounts which does not have a feature of recording
audit trail (edit log) facility throughout the year for all relevant transactions recorded in the respective
software, thereby violating the provisions of rule 11 (g) of the Companies (Audit and Auditors Rules, 2014.

We have given our observation in Para (6) of this Annual report on the REMARKS/DISCLoSURES MADE BY
THE STATUToRY AUDITORS

The other observations made by the secretarial auditors are self-explanatory in nature and does not call
for further explanation. The Directors now assure its members that they are in the process of updating all
its records and complying with various legal requirements so as to make good the above qualifications.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:

The Company being a Non-Banking Finance Company (NBFC) has in the ordinary course of business made
loans or advances or given guarantees or provided securities or made investments in bodies corporate and
other persons during the financial year. Your Directors would like to draw your attention to the notes to the
financial statements which sets out the details of loans and investments made.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related
parties were in the ordinary course of business and are at arm''s length basis. The Company presents a
statement of all related party transactions before the Board of Directors of the Company for their approval.
Your Directors would like to draw your attention to the notes to the financial statements which set out
related party disclosures. A statement in Form AoC-2 pursuant to the provisions of clause (h) of sub-section
(3) of section 134 of the Act read with sub-rule (2) of rule 8 of the Companies (Accounts) Rules, 2014 is
furnished in Annexure-1 and is attached to this report.

10. DETAILS OF AMOUNTS TRANSFERRED TO RESERVES:

During the financial year 2023-24, the Company recorded a loss of Rs.179.22 Lakhs. Due to loss the
statutory provision relating to transfer of profits to statutory reserve maintained under section 45IC of the
RBI Act has not been made during this financial year 2023-24. Accordingly the year-end balance of such
statutory reserve stands at Rs.52.17 lakhs.

11. DIVIDEND:

In view of inadequacy of profits, your Directors do not recommend any dividend for the financial year
ended 31st March, 2024.

12. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company was not required to transfer any amounts in unpaid dividend account, application money
due for refund, matured deposits, matured debentures and the interest accrued thereon which have
remained unclaimed or unpaid for a period of seven years to Investor Education and Protection Fund.

13. MATERIAL CHANGES AND COMMITMENT IF ANY 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 (01/04/2024 to 22/05/2024):

There were no material changes and commitments affecting the financial position of the Company
between the periods 1st April, 2024 to 22nd May, 2024.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(3) OF THE COMPANIES
(ACCOUNTS) RULES, 2014:

In terms of clause (m) of sub-section (3) of section 134 of the Companies Act, 2013 and the rules framed
thereunder, the particulars relating to conservation of energy, technology absorption and foreign exchange
earnings and outgo is given below:

1). CONSERVATION OF ENERGY:

(i)	the steps taken or impact on conservation of energy;	Your company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However, adequate
(ii)	the steps taken by the Company for utilising alter-
	nate sources of energy;	measures are always taken to ensure optimum
(iii) the capital investment on energy conservation		utilization and maximum possible saving of
	equipments;	energy.

2). TECHNOLOGY ABSORPTION:

(i) the efforts made towards technology absorption;
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - (a) the details of technology imported; (b) the year of import; (c) whether the technology has been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof, and	The Company has no activity relating to technology absorption.
(iv) the expenditure incurred on Research and Development.

3). FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Amount in '' Lakhs)

Particulars	2023-24	2022-23
Value of exports calculated on FOB basis	-	-
Value of Imports calculated on CIF basis:
Raw Materials	-	-
Components and Spare parts	-	-
Capital Goods	-	-
Expenditure in Foreign Currency:
Travel	-	-
others	-	-

15. DETAILS OF CHANGE IN NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company during the financial year.

16. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of section 152 of the Companies Act, 2013 read with the Companies
(Appointment and Qualification of Directors) Rules, 2014 and the Company''s Articles of Association,
Smt. SARIKA KUMBHAT (DIN: 0832091), retires by rotation at the forthcoming Annual General Meeting
and she being eligible, offers herself for re-appointment. The Board recommends the re-appointment.

Shri. SAKTHIVEL MURUGAN would be completing his tenure as Independent director on 07.08.2024 and
has expressed his willing to continue for the second term of five years.He has given his declarations to the
Board that he meets the criteria of Independence as provided under subsection (6) of section 149 of the
Act and the rules made thereunder.

The Nomination and Remuneration Committee of the Company have recommended to the Board of
Directors the reappointment of Shri. SAKTHIVEL MURUGAN (DIN:08531800) as Independent Directors
for the second term of five consecutive years up to the conclusion of the 36th Annual General meeting.

The Board recommends the re-appointment. Except for Shri. Shri. SAKTHIVEL MURUGAN (DIN: 08531800),
none of the Directors or their relatives are concerned or interested in the resolution set out at item No. 4
of the accompanying notice.

17. EVALUATION OF THE BOARD''S PERFORMANCE:

In compliance with the Companies Act, 2013 and regulation 17 of the SEBI (Listing obligations and
Disclosure Requirements) Regulations, 2015, the performance evaluation of the Board, its Committees
and individual Directors was carried out during the year under review. Questionnaire approach was
adopted for said evaluations.

The Nomination and Remuneration Committee (NRC) at its meeting carried out a separate exercise for
evaluating every Directors performance. The evaluation of Independent Directors was carried out without
the presence of the said Directors. A separate meeting of the Independent Directors was convened which
reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman.

The said meeting was held on 25.09.2023 followed by another meeting on 02.02.2024 during the financial
year.

Some of the key criteria''s for performance evaluation were as follows:

Performance evaluation of Board and Committees:

1. Degree of fulfilment of key responsibilities;

2. Board structure and composition;

3. Effectiveness of Board processes, information and functioning;

4. Board Culture and Dynamics;

5. Quality of relationship between the Board and the Management; and

6. Establishment and delineation of responsibilities to committees.

Performance evaluation of Directors:

1. Provide meaningful and constructive contribution and inputs in meetings;

2. Display a good degree of understanding of the company, industry, sector, geography; and

3. Display independence of judgment.

18. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Independent Directors of the Company are persons of integrity, possessing rich experience and expertise
in the field of corporate management, finance, capital market, economic and business information.

The Company has issued appointment letter to the Independent Directors setting out in detail, the
terms of appointment, duties, roles & responsibilities and expectations from the appointed Director. The
Board of Directors including independent directors have complete access to the information within the
Company. Presentations are regularly made to the Board of Directors / Audit Committee / Nomination
& Remuneration Committee / Stakeholders Relationship Committee on various related matters, where
Directors have interactive sessions with the Management.

19. SUBSIDIARY:

The Company does not have any subsidiary companies or associate companies or joint ventures.

20. INTERNAL FINANCIAL CONTROLS:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of
business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial disclosures. The Company has in place adequate internal financial controls
with reference to financial statements. During the year under review, such controls were tested and no
reportable material weaknesses in the design or operation were observed.This is further strengthened
by periodical review of the accounts and systems by Internal Auditors, M/s R V J & Company, the
internal auditors of the company.

21. DEPOSITS:

Your Company has neither accepted nor renewed any deposits from public within the meaning of Section
73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the
financial year and as such, no amount of principal or interest was outstanding as on the Balance Sheet
date.

22. MATERIAL ORDERS PASSED BY REGULATORY AUTHORITIES:

There are no significant and material orders passed by the regulators or courts or tribunals during the year
impacting the going concern status and Company''s operations in future.

23. RISK MANAGEMENT POLICY:

In 2024, Financial Institutions will be affected mostly by Cyber and AI related risks, Geopolitical risks,
Climate Change risk responses, High Interest Rates and Regulation. The growth of AI brings both threats and
opportunities. Financial services organisations are ranked top in the use of AI as a competitive advantage.

The future of risk management is shaped by emerging trends and technologies that empower organizations
to proactively identify, assess, and mitigate risks. Artificial intelligence, machine learning, cybersecurity,
big data analytics, and effective risk governance are key pillars in this transformation.

Risk governance plays a vital role in effective risk management. It involves establishing clear risk
management frameworks, policies, and procedures to ensure accountability and transparency. With
the evolving risk landscape, organizations need to adopt a proactive approach to risk governance. This
includes developing risk management strategies aligned with business objectives, fostering a risk-aware
culture, and integrating risk management into decision-making processes at all levels of the organization.

Traditional risk management approaches often rely on periodic assessments. However, the future of
risk management lies in continuous monitoring and adaptive risk management practices. By leveraging
real-time data, organizations can detect emerging risks promptly and respond proactively. Adaptive risk
management involves agile decision-making, adjusting risk mitigation strategies based on evolving threats,
and embracing a flexible and dynamic risk management framework

Risk Management Committee met two times and has taken note of the following factors in analyzing the
risk.

Step 1: Identify the Risk.

Step 2: Analyze the risk.

Step 3: Evaluate the Risk or Risk assessment.

Step 4: Treat the Risk.

Step 5: Monitor and Review the Risk.

Step 6: Cyber and AI related risks

Step 7: Climate Change risk responses, High Interest Rates and Regulations

The Company has laid down a Comprehensive Risk assessment and minimization procedure which
is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive
management controls risks through means of a properly defined framework. Key business risks and
their mitigation are also considered in the annual / strategic business plans and in periodic management
reviews.

Although the Company does not have a formal risk management policy but a formal enterprise- wide
approach to Risk Management is being adopted by the Company and key risks will now be managed within
a unitary framework

Although the Company does not have a formal risk management policy but a formal enterprise- wide
approach to Risk Management is being adopted by the Company and key risks will now be managed within
a unitary framework.

24 DETAILS OF REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements of the company during the financial year.

25. SHARES AND SHARE CAPITAL:

a. CAPITAL STRUCTURE:

As at 31st March, 2024 the Authorised Share Capital of your Company was Rs.1500 lakhs comprising of
150 lakhs Equity Shares of Rs.10/- each and the Paid-up Share Capital was Rs.475 lakhs comprising of
47.5 lakhs Equity Shares of Rs.10/- each.

b. BUY-BACK OF SHARES:

The Company has not bought back any of its securities during the financial year.

c. SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the financial year.

d. BONUS SHARES:

No Bonus Shares were issued during the financial year.

e. EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock option Scheme to the employees during the financial year.

26. STATUTORY AUDITORS:

M/s. MARDIA & ASSOCIATES (FRN: 007888S), Chartered Accountants, Chennai were appointed for a
period of 5 (five) consecutive years from the conclusion of the 26t^h Annual General Meeting held in the
calendar year2019 till the conclusion of the 31st Annual General Meeting to be held in the calendar year
2024. As per Section 139, an individual Chartered Accountant cannot be appointed for more than five
years.

Hence the company has identified M/S PKF Sridhar & Santhanam LLP, Chartered Accountants
(FRN003990S/S200018) and are being considered for appointment from the conclusion of this 31st AGM
till the conclusion of 36th AGM. They have signified their consent and availability to be the statutory
Auditors of KUMBHAT FINANCIAL SERVICES LIMITED from the conclusion of 31^st Annual general meeting
for a period of five financial years from 2024-25 to 2028-29 .They hold peer review certificate.

The Board recommends their appointment for being adopted at the 31^st Annual general meeting. None of
the directors are interested in the resolution covering their appointment.

27. SECRETARIAL AUDITORS:

In accordance with the provisions of section 204 of the Companies Act, 2013, the Board has appointed
M/s. MUNDHARA & Co, Company Secretaries in Whole-time Practice, Chennai as the Secretarial Auditors
for the financial year 2023-2024. The report of the Secretarial Auditors is annexed to this report.

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

Your Company has always believed in providing a safe and harassment free workplace 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 has adequate measures including checks and corrections in line with the requirements
of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual
harassment.

The following is a summary of sexual harassment complaints received and disposed of during the financial year:

- No. of Complaints received : NIL

- No. of Complaints disposed off : NIL

- No. of cases pending for more than 90 days : NIL

- No. of workshops / awareness programmes carried out : NIL

- Nature of action taken by the employer / Do : Not Applicable

29. RESERVE BANK OF INDIA REGULATIONS:

Your Company is generally complying with the directions of the Reserve Bank of India regarding prudential
norms of accounting, capital adequacy ratio, provisions for bad and doubtful debts and other requirements
as per the directions issued from time to time.

30. CORPORATE GOVERNANCE:

Report of Corporate Governance for the financial year and Management Discussion and Analysis are
forming part of this Annual report.

31. COMPOSITION OF AUDIT COMMITTEE:

The Board has constituted the Audit Committee, which comprises of Shri. SAKTHIVEL MURUGAN-
Independent Director as Chairman, Shri. S. RAMABADRAN, Independent Director and Shri. SANJAY
KUMBHAT as the members of the committee. More details on the committee are given in the Corporate
Governance Report.

32. CERTIFICATE FROM MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER:

A certificate has been obtained from Shri. SANJAY KUMBHAT (DIN: 03077193), Managing Director and
Smt. V.PREMALATHA (PAN : ANWPP2996F), Chief Financial officer as required under regulation 34(3) of
the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 on Corporate Governance
which is enclosed and is forming part of this Report.

33. LISTING AT STOCK EXCHANGE:

The Equity Shares of the Company continue to be listed on The Bombay Stock Exchange Limited. With
regard to other stock exchanges where the shares of the Company were earlier listed, viz., The Madras
Stock Exchange Limited, The Hyderabad Stock Exchange Limited, The Coimbatore Stock Exchange Limited
and The Ahmedabad Stock Exchange Limited, your Directors would like to state that the said exchanges
have been closed by the orders of Securities and Exchange Board of India (SEBI) and any communications
with the said exchanges are returned undelivered.

34. CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE UNDER THE LISTING
AGREEMENT AND THE SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

A certificate from the Statutory Auditors of the Company regarding compliance with the Code of Corporate
Governance is forming part of this annual report.

35. MANAGEMENT''S DISCUSSION AND ANALYSIS:

In terms of the provisions of regulation 34(3) of the SEBI (Listing obligations and Disclosure Requirements)
Regulations, 2015, the required Management''s Discussion and Analysis is set out in this Annual Report.

36. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under section 149(7) of
the Companies Act, 2013 that he/she meets the criteria of independence laid down in section 149(6) of
the Companies Act, 2013 and regulation 17 of the SEBI (Listing obligations and Disclosure Requirements)
Regulations, 2015.

37. EMPLOYEE REMUNERATION:

The ratio of the remuneration of each director to the median employee''s remuneration and other details in
terms of sub-section (12) of section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of this report and
are annexed as Annexure-2 to this report.

38. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 are not applicable to the Company.

39. POSTAL BALLOT FOR ALETRATION OF MEMORANDUM AND BORROWING OF FUNDS IN EXCESS OF PAID
UP CAPITAL AND FREE RESERVES BY ISSUE OF SECURED NCD.

The company proposes to venture into giving loan on Gold Jewelry and Gold ornaments within the
regulations of RBI and other statutory requirements and compliances. In this connection the company
has sought the approval of the shareholders for alteration of the objects clause of the Memorandum
of Association, authorisation to borrow funds in excess of the paid-up capital and free reserves of the
Company for Rs.5 Crores, authorisation to create charge on the assets of the Company and to issue
secured redeemable non-convertible debentures on a private placement basis.

The calendar of key events for the Postal Ballot / E-voting process is as under:

S. No.	Event	Date
1.	Cut-off date for determination of shareholders eligible to receive this notice and vote	Friday, April 26, 2024
2.	Start of Voting period	Thursday, May 02, 2024 09:00 a.m. (IST)
3.	End of Voting period	Friday, May 31, 2024 05:00 p.m. (IST)
4.	Submission of scrutinizer''s Report	on or before Monday, June 03, 2024
5.	Announcement of Postal Ballot results	on or before Monday, June 03, 2024

At the time of publication of the directors'' report, the results of the postal ballot are awaited.

40. ACKNOWLEDGEMENTS:

Your Directors wish to acknowledge all their stakeholders and are grateful for the excellent support
received from the shareholders, bankers, and financial institutions, government authorities, esteemed
clients, customers and other business associates. Your Directors recognize and appreciate the hard work
and efforts put in by all the employees of the Company and their contribution to the growth of the
Company in a very challenging environment.

For and on behalf of the Board,

(SANJAY KUMBHAT) (SARIKA KUMBHAT) (V.PREMALATHA) (S. MOHANRAJ)

Managing Director Director Chief Financial Officer Company Secretary

DIN: 03077193 DIN: 08032091 PAN: ANWPP2996F PAN: AANPM0947K

old. No-223/4, old. No-223/4, No. 3/568, Manaikara No. 9/1442, I Block,

New. No.27/4 New. No.27/4 Street,Perumuchi 1st Floor, 33rd Street,

Kilpauk Garden Road Kilpauk Garden Road Arakkonam, Anna Nagar West,

Kilpauk - Chennai-600010. Kilpauk - Chennai-600010. Vellore- 631002. Chennai - 600 040.

Place: Chennai
Date : 22.05.2024

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty First Annual Report and Audited Statements of Account for the Financial year ended March 31,2014.

FINANCIAL RESULTS:

Current Year Previous Year March 31, 2014 March 31, 2013 (Rs. In Lakhs) (Rs. In Lakhs)

Income from Operations 53.20 46.30

Profit before Depreciation

and Provision for taxation 9.92 7.89

Less: Depreciation 0.76 0.91

9.16 6.98

Less: Provision for taxation 5.71 1.77

Net Profit 3.45 5.21

Add: Previous year''s surplus 27.30 24.09

Amount available for appropriation 30.75 29.29

Appropnations:

Transfer to Statutory Reserve 2.00 2.00

Transfer to General Reserve 20.00 -

Surplus carried to Balance Sheet 8.75 27.29

30.75 29.29

PERFORMANCE:

During the year the Company achieved a Gross Income of Rs.53.20 lakhs as compared to Rs.46.3 lakhs during the previous year. The Profit before tax of the Company stood at Rs.9.16 lakhs as against Rs.6.98 lakhs last year. During the year there were no major disbursements. The focus continued to be on recoveries and towards substantial reduction in operational cost. The net profit of the Company stood at Rs.3.45 lakhs. During the year a sum of Rs.2 lakhs has been appropriated towards Statutory Reserve and Rs.20 lakhs towards General Reserve . The resultant profit of Rs.8.75 lakhs has been carried to the Profit and Loss Account.

PRUDENTIAL NORMS FOR NBFCs

The prudential norms prescribed by the Reserve Bank of India for NBFC''s for income recognition, provisioning for non performing assets and other directions issued from time to time in this regard are followed by the Company. The Company has complied with the capital adequacy norms and other directions issued by the Reserve Bank of India in respect of Non Banking Financial Companies from time to time.

DIVIDEND

In order to strengthen the financial position of the company the directors have decided not to declare dividend for the year.

DIRECTORS

Sri. Shanti Kumbhat & Ajit Kumbhat retires at the end of this Annual General Meeting and being eligible, offer themselves for re-appointment.

DEPOSITS

The Company has not accepted any fixed deposit from the public.

AUDITORS

M/s. Krishnan & Giri, Chartered Accountants, Chennai retire at the forthcoming Annual General Meeting. They have advised of their availability for re-appointment.

PROSPECTS

This year also witnessed consolidation in the NBFC sector wherein the financial position and profitability of the companies came under severe strain. Certain global majors also entered into the field which resulted in intense competition and there by resulting in reduction and interest rate. The directors are of the opinion that the same trend will continue in the coming years.

COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate for the Year ended 31.03.2014 from Mr.Murugan, Practicing Company Secretary.

INFORMATION AS PER SECTION 217(1 )(e) OF THE COMPANIES ACT, 1956

The Company has no activity relating to conservation of energy or technology absorption. The Company did not have foreign exchange earning or outgo.

PERSONNEL

The Company has no employee who is in receipt of remuneration in excess of the amount prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules. 1975.

In terms of section 217(2AA) of the Companies Act, 1956 your directors confirm as follows :

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed.

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

iii) that 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;

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

CORPORATE GOVERNANCE

A Separate Report on Corporate Governance is incorporated as a part of this Annual Report along

with Auditor''s Statement on its compliance, as prescribed under clause 49 of the Listing Agreement.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their deep appreciation of the services of the Managing Director and the members of the staff of the company.

For and On behalf of the Board Chennai Shanti Kumbhat Date: 25/08/2014 Managing Director

---

Mar 31, 2012

The Directors have pleasure in presenting this Nineteenth Annual Report and Audited Statements of Account for the Financial year ended March 31. 2012.

FINANCIAL RESULTS:

Current Year Previous Year March 31.2012 March 31. 2011 (Rs. In Lakhs) (Rs, In Lakhs)

Income from Operations 36.56 28.80

Profit before Depreciation and Provision for taxation 13.70 12.88

Less: Depreciation 1.11 1.38

12.59 11.50

Less Provision for taxation 3.60 2.75

Net Profit 8.99 8.48

Add: Previous year''s surplus 67.10 62.61

Amount available for appropriation 76.09 71.01

Appropriations:

Transfer to Statutory Reserve 2.00 2.00

Transfer to General Reserve 50.00 2.00

Surplus earned to Balance Sheet 24.09 67.09

76.09 71.09

PERFORMANCE:

During the year the Company achieved a Gross Income of Rs.36.56 lakhs as compared to Rs.28.80 lakhs during the previous year. The Profit before tax of the Company stood at Rs. 12.59 lakhs, as against Rs 8.99 lakhs. During the year there were no major disbursements. The focus continued to-be on recoveries and towards substantial reduction in operational cost The net profit of the Company stood at Rs.8.99 lakhs. During the year a sum of Rs.2 lakhs has been appropriated towards Statutory Reserve and Rs.50 lakhs towards General Reserve. The resultant profit of Rs.4.99 lakhs has been carried to the Profit and Loss Account.

PRUDENTIAL NORMS FOR NBFCs

The prudential norms prescribed by the Reserve Bank of India for NBFCs for income recognition, provisioning for non performing assets and other directions issued from time to time in this regard are followed by (he Company. The Company has complied with the capital adequacy norms and other directions issued by the Reserve Bank of India in respect of Non Banking Financial Companies from time to time.

DIVIDEND

In order to strengthen the financial position of the company the directors have decided not to declare dividend for the year

DIRECTORS

Sri Shanti Kumbhat & Ajit Kumbhat retire at the end of this Annual General Meeting and being eligible, offer for re-appointment.

DEPOSITS

The Company has not accepted any fixed deposit from the public.

AUDITORS

M/s Krishnan & Gin, Chartered Accountants, Chennai retire at the forthcoming Annual General Meeting. They have advised of their availability for re-appointment.

PROSPECTS

This year also was a challenging one for NBFC Sector, with failing liquidity and reduced demand for business. The Directors are of the opinion that some improvement can be expected once the micro economic indicator improve.

COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate for the Year ended 31.03.2012 From Mr.Murugan Practicing Company Secretary.

INFORMATION AS PER SECTION 217(1 )(e) OF THE COMPANIES ACT, 1956

The Company has no activity relating to conservation of energy or technology absorption. The Company did not have foreign exchange earning or outgo.

PERSONNEL

The Company has no employee who is in receipt of remuneration in excess of the amount prescribed under section 217{2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of section 217(2AA) of the Companies Act, 1956 your directors confirm as follows :

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed.

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

iii) that 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;

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

CORPORATE GOVERNANCE

A Separate Report on Corporate Governance is incorporated as a part of this Annual Report along with Auditor''s Statement on its compliance, as prescribed under clause 49 of the Listing Agreement.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their deep appreciation of the services of the Directors and the members of the staff of the company.

For and On behalf of the Board

Chennai Shanti Kumbhat

Date. 22/08/2012 Managing Director

---

Mar 31, 2011

The Directors have pleasure in presenting the Eighteenth Annual Report and Audited Statements of Account for the Financial year ended March 31, 2011.

With profound grief, your Directors inform you about the untimely demise of Director, Late Kamal Raj Modi. His contribution to the company has been immense and we at the board feel absence of his wise counsel. It is a loss which cannot be made good.

FINANCIAL RESULT:

Current Year Previous Year

March 31. 2011 March 31. 2010

(Rs. In Lakhs) (Rs. In Lakhs)

Income from Operations 28.80 28.90 Profit before Depreciation

And Provision for taxation 12.88 9.93

Less: Depreciation 1.38 1.56

11.50 8.37

Less: Provision for taxation 3.02 1.00

Net Profit 8.48 7.37

Add: Previous year's surplus 62.61 59.25

Amount available for appropriation 71.01 66.62

Appropriations :

Transfer to Statutory Reserve 2.00 2.00

Transfer to General Reserve 2.00 2.00

Surplus carried to Balance Sheet 67.09 62.62

71.09 66.62

PERFORMANCE:

During the year the Company achieved a Gross Income of Rs.28.80 lakhs as compared to Rs.28.90 lakhs during the previous year. The Profit before depreciation and tax of the Company stood at Rs.11.50 lakhs, as against Rs.8.37 lakhs for the previous year. During the year there were no major disbursements. The focus continued to be on recoveries and towards substantial reduction in operational cost. The net profit of the Company stood at Rs.8.48 lakhs. During the year a sum of Rs.2 lakhs has been appropriated towards Statutory Reserve and Rs.2 lakhs towards General Reserve. The resultant profit of Rs.4.48 lakhs has been carried to the Profit and Loss Account.

PRUDENTIAL NORMS FOR NBFCs

The prudential norms prescribed by the Reserve Bank of India for NBFCs for income recognition, provisioning for non performing assets and other directions issued from time to time in this regard are followed by the Company. The Company has complied with the capital adequacy norms and other directions issued by the Reserve Bank of India in respect of Non Banking Financial Companies from time to time.

DIVIDEND

in order-to strengthen the financial position of the company the directors have decided not to declare dividend for the year.

DIRECTORS

Sri Shanti Kumbhat retires at the end of this Annual Genera) Meeting and being eligible, offers himself for re-appointment.

Ms. Umamaheswari was appointed as a director at the Board Meeting held on 19th August 2011 in the casual vacancy caused by the death of Shri. Kamal Raj Modi and her appointment as additional director is sought at this Annual General Meeting.

DEPOSITS

The Company has not accepted any fixed deposit from the public.

AUDITORS

M/s. Krishnan & Giri, Chartered Accountants, Chennai retire at the forthcoming Annual General Meeting. They have advised of their availability for re-appointment.

PROSPECTS

This year also witnessed consolidation in the NBFC sector wherein the financial position and profitability of the companies came under severe strain. Certain global majors also entered into the field which resulted in intense competition and there by resulting in reduction and interest rate. The directors are of the opinion that the same trend will continue in the coming years.

COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate for the Year ended 31.03.2011 From Mr.Murugan Practicing Company Secretary.

INFORMATION AS PER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

The Company has no activity relating to conservation of energy or technology absorption. The Company did not have foreign exchange earning or outgo.

PERSONNEL

The Company has no employee who is in receipt of remuneration in excess of the amount prescribed under section 217(2A) of the Companies Act, 1955 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of section 217(2AA) of the Companies Act, 1956 your directors confirm as follows :

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed.

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

iii) that 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;

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

CORPORATE GOVERNANCE

A Separate Report on Corporate Governance is incorporated as a part of this Annual Report along with Auditor's Statement on its compliance, as prescribed under clause 49 of the Listing Agreement.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their deep appreciation of the services of all employees of the company.

For and On behalf of the Board

Chennai Shanti Kumbhat Ajit Kumbhat

Date: 19th August 2011 Managing Director Director

---

Mar 31, 2010

The Directors have pleasure in presenting the Seventeenth Annual Report and Audited Statements of Account for the Financial year ended March 31,2010.

FINANCIAL RESULT:

Current Year Previous Year

March 31, 2010 March 31, 2009

(Rs. In Lakhs) (Rs. In Lakhs)

Income from Operations 28.90 36.38

Profit before Depreciation

And Provision for taxation 9.93 8.76

Less: Depreciation 1.56 1.54

8.37 7.22

Less: Provision for taxation 1.00 1.00

Net Profit 7.37 622

Add: Previous years surplus 59.25 57.02

Amount available for appropriations 66.62 63.25

Appropriations :

Transfer to Statutory Reserve 2.00 2.00

Transfer to General Reserve 2.00 2.00

Surplus carried to Balance Sheet 62.62 59.25

66.62 63.25

PERFORMANCE:

During the year the Company achieved a Gross Income of Rs.28.90 lakhs as compared to Rs.36.38 lakhs during the previous year. The Profit before tax of the Company stood at Rs.8.37 lakhs, as against Rs.7.22 lakhs. During the year there were no major disbursements. The focus continued to be on recoveries and towards substantia! reduction in operational cost. The net profit of the Company stood at Rs.7.37 lakhs. During the year a sum of Rs.2 lakhs has been appropriated towards Statutory Reserve and Rs.2 lakhs towards General Reserve. The resultant profit of Rs.3.37 lakhs has been carried to the Profit and Loss Account.

PRUDENTIAL NORMS FOR NBFCs

The prudential norms prescribed by the Reserve Bank of India for NBFCs for income recognition, provisioning for non performing assets and other directions issued from time to time in this regard are followed by the Company. The Company has complied with the capital adequacy norms and other directions issued by the Reserve Bank of India in respect of Non Banking Financial Companies from time to time.

DIVIDEND

In order to strengthen the financial position of the company the directors have decided not to declare dividend for the year.

DIRECTORS

Sri Shanti Kumbhat & Kamalraj Modi retires at the end of this Annual General Meeting and being eligible, offers himself for re-appointment.

DEPOSITS

The Company has not accepted any fixed deposit from the public.

AUDITORS

M/s. Krishnan & Giri Chartered Accountants, Chennai retire at the forthcoming Annual General Meeting. They have advised of their availability for re-appointment.

PROSPECTS

This year also witnessed consolidation in the NBFC sector wherein the financial position and profitability of the companies came under severe strain. Certain global majors also entered into the field which resulted in intense competition and there by resulting in reduction and interest rate. The directors are of the opinion that the same trend will continue in the coming years.

COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate for the Year ended 31.03.2010 From Mr.Murugan Practicing Company Secretary.

INFORMATION AS PER SECTION 217(1 )(e) OF THE COMPANIES ACT, 1956

The Company has no activity relating to conservation of energy or technology absorption. The Company did not have foreign exchange earning or outgo.

PERSONNEL

The Company has no employee who is in receipt of remuneration in excess of the amount prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 217(2AA) of the Companies Act. 1956 your directors confirm as follows :

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed.

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

lii) that 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;

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

CORPORATE GOVERNANCE

A Separate Report on Corporate Governance is incorporated as a part of this Annual Report along with Auditors Statement on its compliance, as prescribed under clause 49 of the Listing Agreement.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their deep appreciation of the services of the Managing Director

and the members of the staff of the company.

For and On behalf of the Board

Place: Chennai Shanti Kumbhat

Date : 30th June, 2010 Managing Director