Directors Report of Shalibhadra Finance Ltd.

Mar 31, 2025

Financial Results: _

Rc in I akhc

Particulars	2024 - 25	2023 - 24	% Change
Business Income	3649	3278	11.32
Profit before Interest, Depreciation & Tax	2599	2266	14.70
Less: Interest	528	650	-18.77
Depreciation	9	7	28.57
Profit before tax	2061	1610	28.01
Less: Provision for Income Tax	486	413	17.68
Less: Provision for Deferred Tax	(25)	0	-
Profit after tax	1600	1197	33.67
Add: Balance brought forward from Previous Year	3926	3151	24.60
	5526	4348	27.09
Less: Appropriations Proposed Dividend Transfer of OCI	143
Transfer to / (from) General Reserve	200	120	66.67
Transfer to Special Reserve	330	240	37.50
Balance carried to Balance Sheet	4853	3988	21.69

Operations

During FY 24-25, Total Income was 36.49 crores and
Net profit after Tax was 16.00 crores. During FY 24-25,
the portfolio reached 175.63 crores mark.

Outlook and Prospects:

Outlook & Prospect look very encouraging due to
increase sale of new two wheelers.

Dividend:

Your Directors have recommended a higher dividend of
4% (i.e. Rs 0.40 per equity share) for the financial year
ended March 31, 2025 (last year 12% i.e. Rs 1.2 per
equity share). The said dividend shall be payable on the
increased share capital pursuant to the Bonus Issue.
The dividend recommended is in accordance with the
Company’s Dividend Distribution Policy. The said Policy
is available on the Company’s website
www.shalibhadrafinance.com/compliance

Finance:

Company plans to raise fund Rs. 40 corers from banks /
financial institutions during FY 2025-2026.

www.shalibhadrafinance.com

Corporate Governance & Compliance
Certificate:

A separate section on Corporate Governance is
included in the Annual Report and the certificate from
company secretary confirming the Compliance of the
conditions on the Corporate Governance as stipulated in
Regulations 17 to 27, clauses (b) to (i) of sub-regulation
(2) of Regulation 46 and paragraphs C, D and E of
Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 are annexed to this Report.

Public Fixed Deposits:

The Company has no public deposit as of date and will
not accept any deposit without prior approval of the
statutory authorities concerned.

RBI Guidelines:

The Company is consistently complying with all the
guidelines issued by the Reserve Bank of India for
NBFC’s (AFC’s) with respect to capital adequacy, asset
classification, provisioning and income recognition on
non-performing assets.

The capital adequacy of the Company as on 31st
March, 2025 is much higher than the minimum norms
stipulated by the RBI for NBFC (AFC’s).

Management’s discussion and analysis report:

Management’s Discussion and Analysis Report for the
year under review is presented in a separate section
forming part of the Annual Report.

Accounts & Accounting Standards:

The Company adheres to the prudential guidelines
prescribed by the Reserve Bank of India and to the
Accounting Standards issued by the Institute of
Chartered Accountant of India in preparation of its
financial statements.

The particulars on the related party exposures, non¬
performing assets and business levels in vehicle loans
purchase and other activities, required to be disclosed in
the format prescribed by the Reserve Bank of India are
contained in the schedules forming part of the accounts.

Changes in composition of Board of Directors

To comply with the provisions of Section 152 of the
Companies Act, 2013, Ms. Ayushi Minesh Doshi shall
retire by rotation at the ensuing AGM, being eligible,
offered for reappointment.

Appointment of Mr. Minesh Doshi as Director liable to
retire by rotation. Appointment of Mr. Vatsal Doshi as
Managing Director. Appointment of Mr. Dhruvil Doshi as
Whole-Time Director cum CFO.

With the end of 10 years’ term of Dr. Falguni Doshi, she
ceases to be Independent Director from 30.9.2024.

Declaration by Independent directors:

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

Independent directors meeting:

During the year under review, the independent Directors
of the Company met thrice inter-alia, to discuss:

(a) Evaluation of performance of Non-Independent
Directors and the Board of Directors of the
company as a whole.

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

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

Induction and training of the board members:

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

Evaluation of performance of the board
members:

Pursuant to the provisions of the Companies Act, 2013
and Listing Regulation, the evaluation of the
performance of the Board as well as of the Audit
Committee, Nomination and Remuneration Committee
and Stakeholders Relationship Committee has been
carried out. The performance evaluation of the
Independent Directors was carried out by the entire
Board and the performance evaluation of the Chairman
and Non-Independent Directors was carried out by the
Independent Directors.

Particulars of Loans, Guarantees or
Investments in Securities:

Pursuant to section 186(11) of the Companies Act,
2013, the provisions of section 186 (4) of the Act
requiring disclosure in the financial statements of the full
particulars of the loans made and guarantees given or
securities provided by a Non-Banking Financial
Company in the ordinary course of its business and the
purpose for which the loan or guarantee or security is
proposed to be utilized by the recipient of the loan or
guarantee or security are exempted from disclosure in
the Annual Report. Further, pursuant to the provisions of
section 186 (4) of the Act, the details of investments
made by the Company are given in the Notes to the
Financial Statements.

Risk management:

Pursuant to Companies Act, 2013 & listing regulation,
the company is exempted from formation of risk
management committee. At present the company has
not identified any element of risk which may threaten the
existence of the company.

Significant and material orders passed by
regulators/courts if any:

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

Share Capital:

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

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

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

d) During the year under review 7,22,100 equity
shares were issued on Preferential Allotment basis
at an issue price of Rs. 631 amounting to Rs. 45.56
crores

Employee stock options:

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

Disclosure under the Sexual harassment of
women at workplace (Prevention, prohibition
and redressal) Act, 2013:

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

Directors’ Responsibility Statement:

Pursuant to the provisions of section 134(5) of the
Companies Act, 2013, (‘the Act’) your Directors confirm
that:

(a) In the preparation of the annual accounts for the
year ended March 31, 2025, the applicable
accounting standards read with requirements
set out under Schedule III to the Act, have been
followed and there are no material departures
from the same;

(b) The Directors have selected such accounting
policies and applied them consistently and
made judgements and estimates that are
reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company
as at March 31, 2025 and of the profit of the
Company for the year ended on that date;

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

(d) The Directors have prepared the annual
accounts on a ‘going concern’ basis;

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

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

Material Changes after the date of Balance
Sheet:

There has been no material change and commitment
affecting the financial position of the Company, which
have occurred between the end of the financial year of
the Company to which the Balance Sheet relates and
the date of the Report.

Contracts & arrangements 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 on
an arm’s length basis. During the year, the Company
had not entered into any contract / arrangement /
transaction with related parties which could be
considered material in accordance with the policy of the
Company on materiality of related party transactions.
Your Directors draw attention of the members to Notes
to the financial statement which sets out related party
disclosures.

Credit Rating:

The Company’s financial discipline and prudence is
reflected in the credit rating BBB- (stable) for bank
loans ascribed by rating agency ICRA.

Particulars of Remuneration and related
disclosures:

Mr. Vatsal M. Doshi, director of the company, was paid
remuneration as set out by Nomination & Remuneration
committee of the Board.

Meetings of the Board& its committees:

For further details on meetings of the Board & its
committees refer report on Corporate Governance

Vigil mechanism:

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

Internal Financial Controls:

The Company has in place adequate internal financial
controls with reference to financial statements. During
the year, such controls were tested and no reportable
material weakness in the design or operation was
observed.

Corporate Social Responsibility (CSR):

The company has identified suitable projects that are
eligible activities for Corporate Social Responsibility, in
terms of provisions of Section 135 of the Companies
Act, 2013, and rules framed thereunder. A separate
section on Annual Report on CSR Activities is annexed
to this Report.

Conservation of Energy, Technology
Absorption:

Additional information required under the Companies
Act, regarding conservation of Energy, Technology
Absorption is not applicable as the company is not
carrying out any manufacturing operation.

Foreign Exchange Earnings and Outgo:

During the year under review, the company has neither
earned any foreign exchange income nor incurred any
expenses.

Extract of Annual Return:

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

Statutory Auditors:

M/s Vora & Associates, Chartered Accountants are
appointed as Statutory Auditors of the Company for a
period of 5 years, commencing from the conclusion of
the 31st AGM till the conclusion of the 36th AGM.

Secretarial Auditor:

The Secretarial Audit Report for the financial year ended
March 31,2025 is annexed herewith.

Reporting of Frauds by Auditors:

During the year under review, the Statutory Auditors and
the Secretarial Auditor have not reported any instances
of frauds committed in the Company by its Officers or
Employees to the Audit Committee under section
143(12) of the Companies Act, 2013, details of which
needs to be mentioned in this Report.

Subsidiary companies:

The Company does not have any Subsidiary.

Mark of honour:

We would like to take this opportunity to thank Dr.
Falguni Doshi for her hard work and commitment in
building and growing the Company to what it is today.

It is our great pleasure, on behalf of the Board Members
and the Company as a whole, to express gratitude for
what she has accomplished in last decade with her
dedicated and selfless service. Her contributions to this
Company will always be remembered. Please accept
our letter of appreciation.

Thanking you for your highest level of professionalism
during the tenure of Directorship in the Board of the
Company.

Acknowledgments:

Your Directors would like to express their sincere
appreciation for the assistance and co-operation
received from the financial institutions, banks,
Government authorities, vendors, customers and
members during the year. Your Directors wish to place
on record their appreciation to all the employees for
their hard work, dedication, commitment and rendering
impeccable service to every constituent of the
company’s customer and shareholders.

Place: Mumbai For & on behalf of the Board

Date: May 29th, 2025

Minesh Doshi
Managing Director.

1. Brief outline on CSR Policy of the Company: CSR spending will be done primarily in the fields of education and
healthcare as per the policy laid down by CSR committee.

2. Composition of CSR Committee:

Sl. No.	Name of Director	Designation / Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1	Mr. Minesh Doshi	Managing Director	4	4
2	Mr. Kamalkant Keswani	Independent Director	4	4
3	Dr. Falguni S. Doshi upto 30.9.24	Independent Director	4	2
4	Mr. Govind Keswani from 30.9.24	Independent Director	4	2

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are
disclosed on the website of the company: http://www.shalibhadrafinance.com/compliance/

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the
Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report): Not applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social
responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any

Sl. No.	Financial Year	Amount available for set-off from preceding financial years (in Rs)	Amount required to be set-off for the financial year, if any (in Rs)
1	2024-25	Rs.1.05 lakhs	Rs.1.05 lakhs

6. Average net profit of the company as per section 135(5): Rs 11.94 crores

7. (a) Two percent of average net profit of the company as per section 135(5): Rs.23.89 lakhs

(b) Surplus arising out of the CSR projects or programmers or activities of the previous financial years Rs.1.05 lakhs

(c) Amount required to be set off for the financial year, if any: Rs.1.05 lakhs

(d) Total CSR obligation for the financial year (7a 7b-7c): Rs.22.83 lakhs

8. (a) CSR amount spent or unspent for the financial year:

Total Amount Spent for the Financial Year. (in Rs.)	Amount Unspent (in Rs.)
	Total Amount transferred to Unspent CSR Account as per section 135(6).		Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5).
	Amount.	Date of transfer.	Name of the Fund	Amount.	Date of transfer.
Rs. 24 lakhs	NOT APPLICABLE

(1)	(2)	(3)	(4)	(5)		(6)	(7)	(8)	(9)	(10)	(11)
Sl. No	Name of the Project	Item from the list of activities in Schedul e VII to the Act.	Local area (Yes/No)	Location of the project.		Project duration	Amount allocate d for the project (in Rs.).	Amount spent in the current financia l Year (in Rs.).	Amount transferre d to Unspent CSR Account for the project as per Section 135(6) (in Rs.).	Mode of Implementatio n - Direct (Yes/No).	Mode of Implementation - Through Implementing Agency
				State	District						Nam e	CSR Registratio n number.
NOT APPLICABLE

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

(1)	(2)	(3)	(4)	(5)		(6)	(7)	(8)
Sl. No.	Name of the Project	Item from the list of activities in schedule VII to the Act.	Local area (Yes/ No).	Location of the project.		Amount spent for the project (in Rs.).	Mode of implementation - Direct (Yes/No).	Mode of implementation - Through implementing agency.
				State	District			Name.	CSR registration number.
1	Healthcare	(ii)	Yes	Gujar at	Rajkot	2400000	No	Manav Seva Charitable Trust	CSR00014316
	Total			?4nnnnn

(d) Amount spent in Administrative Overheads: Not applicable

(e) Amount spent on Impact Assessment, if applicable: Not applicable

(f) Total amount spent for the Financial Year (8b 8c 8d 8e): Rs. 24 lakhs

(g) Excess amount for set off, if any

Sl. No.	Particular	Amount (in lakhs)
(i)	Two percent of average net profit of the company as per section 135(5)	23.89
(ii)	Total amount spent for the Financial Year	24.00
(iii)	Excess amount spent for the financial year [(ii)-(i)]	0.11
(iv)	Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	1.05
(v)	Amount available for set off in succeeding financial years [(iii)- (iv)]	1.16

Sl. No.	Preceding Financial Year.	Amount transferred to Unspent CSR Account under section 135 (6) (in Rs.)	Amount spent in the reporting Financial Year (in Rs.).	Amount transferred to any fund specified under Schedule VII as per section 135(6), if any.			Amount remaining to be spent in succeeding financial years. (in Rs.)
				Name of the Fund	Amount (in Rs).	Date of transfer.
NOT APPLICABLE

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)
Sl. No.	Project ID.	Name of the Project.	Financial Year in which the project was commenced.	Project duration.	Total amount allocated for the project (in Rs.).	Amount spent on the project in the reporting Financial Year (in Rs).	Cumulative amount spent at the end of reporting Financial Year. (in Rs.)	Status of the project Completed /Ongoing.
NOT APPLICABLE

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired
through CSR spent in the financial year

(a) Date of creation or acquisition of the capital asset(s): Not applicable

(b) Amount of CSR spent for creation or acquisition of capital asset: Not applicable

(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their
address etc.: Not applicable

(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital
asset): Not applicable

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5):
Not applicable

Sd/- Sd/-

Mr. Minesh Doshi Mr. Govind Keswani

(Managing Director). (Chairman CSR Committee).

---

Mar 31, 2024

Your directors are delighted to present the 33^rd Annual Report and the Audited financial statements of the company for the year ended March 31,2024.

Financial Results:			Rs. in Lakhs
Particulars	2023 - 24	2022 - 23	% Change
Business Income	3278	2772	18.25
Profit before Interest, Depreciation & Tax	2267	1852	22.41
Less: Interest	650	716	-9.22
Depreciation	7	6	16.67
Profit before tax	1610	1130	42.48
Less: Provision for Income Tax	413	292	41.44
Less: Provision for Deferred Tax	0	0	-
Profit after tax	1197	838	42.84
Add: Balance brought forward from Previous Year	3151	2628	19.90
	4348	3466	25.45
Less: Appropriations
Proposed Dividend
Distribution Tax
Transfer to / (from) General Reserve	120	100	20.00
Transfer to Special Reserve	240	175	37.14
Balance carried to Balance Sheet	4708	3151	49.41
* Proposed dividend is not included in Annual accounts in compliance with Accounting Standards.

Operations

During FY 23-24, Total Income was 32.78 crores and Net profit after Tax was 11.97 crores. During FY 23-24, the portfolio reached 133 crores mark.

Outlook and Prospects:

Outlook & Prospect look very encouraging due to increase sale of new two wheelers.

Dividend:

Your Directors have recommended a dividend of 12% (i.e. Rs 1.2 per equity share) for the financial year ended March 31, 2024 to those Members whose names appear in the register of members as on the book closure date (last year 10% i.e. Rs 1.00 per equity share). The dividend recommended is in accordance with the Company’s Dividend Distribution Policy. The said Policy is available on the Company’s website www.shalibhadrafinance.com/compliance

Finance:

Company plans to raise fund Rs. 35 corers from banks/financial institutions during FY 2023-2024.

www.shalibhadrafinance.com

Corporate Governance & Compliance Certificate:

A separate section on Corporate Governance is included in the Annual Report and the certificate from company secretary confirming the Compliance of the conditions on the Corporate Governance as stipulated in Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed to this Report.

Public Fixed Deposits:

The Company has no public deposit as of date and will not accept any deposit without prior approval of the statutory authorities concerned.

RBI Guidelines:

The Company is consistently complying with all the guidelines issued by the Reserve Bank of India for NBFC’s (AFC’s) with respect to capital adequacy, asset

classification, provisioning and income recognition on non-performing assets.

The capital adequacy of the Company as on 31st March, 2024 is much higher than the minimum norms stipulated by the RBI for NBFC (AFC’s).

Management’s discussion and analysis report:

Management’s Discussion and Analysis Report for the year under review is presented in a separate section forming part of the Annual Report.

Accounts & Accounting Standards:

The Company adheres to the prudential guidelines prescribed by the Reserve Bank of India and to the Accounting Standards issued by the Institute of Chartered Accountant of India in preparation of its financial statements.

The particulars on the related party exposures, nonperforming assets and business levels in vehicle loans purchase and other activities, required to be disclosed in the format prescribed by the Reserve Bank of India are contained in the schedules forming part of the accounts.

Changes in composition of Board of Directors

To comply with the provisions of Section 152 of the Companies Act, 2013, Mr. Dhruvil Minesh Doshi and Ms. Ayushi Minesh Doshi shall retire by rotation at the ensuing AGM, being eligible, offered for reappointment.

Mr. Govind Keswani and Mr. Kamalkant Keswani are appointment as Independent Directors for a period of 5 years.

Appointment of Mr. Vatsal Doshi as a Whole-time Director cum Chief Financial Officer for a period of 5 years is ratified.

With the end of 10 years’ term of Dr. Falguni Doshi, she ceases to be Independent Director from 30.9.2024.

Declaration by Independent directors:

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

Independent directors meeting:

During the year under review, the independent Directors of the Company met thrice inter-alia, to discuss:

(a) Evaluation of performance of Non-Independent Directors and the Board of Directors of the company as a whole.

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

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

Induction and training of the board members:

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

Evaluation of performance of the board members:

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulation, the evaluation of the

performance of the Board as well as of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee has been carried out. The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

Particulars of Loans, Guarantees or Investments in Securities:

Pursuant to section 186(11) of the Companies Act, 2013, the provisions of section 186 (4) of the Act requiring disclosure in the financial statements of the full particulars of the loans made and guarantees given or securities provided by a Non-Banking Financial Company in the ordinary course of its business and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security are exempted from disclosure in the Annual Report. Further, pursuant to the provisions of section 186 (4) of the Act, the details of investments made by the Company are given in the Notes to the Financial Statements.

Risk management:

Pursuant to Companies Act, 2013 & listing regulation, the company is exempted from formation of risk management committee. At present the company has not identified any element of risk which may threaten the existence of the company.

Significant and material orders passed by regulators/courts if any:

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

Share Capital:

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

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

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

d) During the year under review 7,29,000 warrants are converted into Equity shares.

Employee stock options:

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

Disclosure under the Sexual harassment of women at workplace (Prevention, prohibition and redressal) Act, 2013:

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

Directors’ Responsibility Statement:

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, (‘the Act’) your Directors confirm that:

(a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are

www.shalibhadrafinance.com

reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

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

(d) The Directors have prepared the annual accounts on a ‘going concern’ basis;

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

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

Material Changes after the date of Balance Sheet:

There has been no material change and commitment affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of the Report.

Contracts & arrangements 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 on an arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Your Directors draw attention of the members to Notes to the financial statement which sets out related party disclosures.

Credit Rating:

The Company’s financial discipline and prudence is reflected in the credit rating BBB- (stable) for bank loans ascribed by rating agency ICRA.

Particulars of Remuneration and related disclosures:

Mr. Vatsal M. Doshi, director of the company, was paid remuneration as set out by Nomination & Remuneration committee of the Board.

Meetings of the Board& its committees:

For further details on meetings of the Board & its committees refer report on Corporate Governance

Vigil mechanism:

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

Internal Financial Controls:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Corporate Social Responsibility (CSR):

The company has identified suitable projects that are eligible activities for Corporate Social Responsibility, in terms of provisions of Section 135 of the Companies Act, 2013, and rules framed thereunder. A separate section on Annual Report on CSR Activities is annexed to this Report.

Conservation of Energy, Technology Absorption:

Additional information required under the Companies Act, regarding conservation of Energy, Technology Absorption is not applicable as the company is not carrying out any manufacturing operation.

Foreign Exchange Earnings and Outgo:

During the year under review, the company has neither earned any foreign exchange income nor incurred any expenses.

Extract of Annual Return:

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

Place: Mumbai Date: May 28th, 2024

Statutory Auditors:

M/s Vora & Associates, Chartered Accountants are appointed as Statutory Auditors of the Company for a period of 5 years, commencing from the conclusion of the 31st AGM till the conclusion of the 36th AGM.

Secretarial Auditor:

The Secretarial Audit Report for the financial year ended March 31,2024 is annexed herewith.

Reporting of Frauds by Auditors:

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

Subsidiary companies:

The Company does not have any Subsidiary.

Mark of honour:

We would like to take this opportunity to thank Dr. Falguni Doshi for her hard work and commitment in building and growing the Company to what it is today.

It is our great pleasure, on behalf of the Board Members and the Company as a whole, to express gratitude for what she has accomplished in last decade with her dedicated and selfless service. Her contributions to this Company will always be remembered. Please accept our letter of appreciation.

Thanking you for your highest level of professionalism during the tenure of Directorship in the Board of the Company.

Acknowledgments:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, vendors, customers and members during the year. Your Directors wish to place on record their appreciation to all the employees for their hard work, dedication, commitment and rendering impeccable service to every constituent of the company’s customer and shareholders.

---

Mar 31, 2023

The directors are delighted to present the 32^nd Annual Report and the Audited financial statements of the company for the year ended March 31,2023.

Financial Results:

Rs. in Lakhs
Particulars	2022-23	2021-22	% Change
Business Income	2,772	2,231	24%
Profit before Interest, Depreciation & Tax	1,852	1,508	23%
Less: Interest	716	688	4%
Depreciation	6	5	20%
Profit before tax	1,130	815	39%
Less: Provision for Income Tax	292	210	39%
Less: Provision for Deferred Tax	0	3	-1%
Profit after tax	838	602	39%
Add: Balance brought forward from Previous Year	2,628	2,263	16%
	3,466	2,865	21%
Less: Appropriations
Proposed Dividend	_*	_*	_*
Distribution Tax	_*	_*	_*
Transfer to / (from) General Reserve	100	100	0%
Transfer to Special Reserve	175	112	56%
Balance carried to Balance Sheet	3,151	2628	20%
* Proposed dividend is not included in Annual accounts in compliance with Accounting Standards.

Operations

During FY 22-23, Total Income was 2772 Lakhs and Net profit after Tax was 838 Lakhs. During FY 22-23, the portfolio reached 124.27 crores mark.

Outlook and Prospects:

Outlook & Prospect look very encouraging due to increase sale of new two wheelers.

Dividend:

Your Directors have recommended a dividend of 10% (i.e. Rs 1 per equity share) for the financial year ended March 31, 2023 to those Members whose names appear in the register of members as on the book closure date (last year 8% i.e. Rs 0.80 per equity share).

Finance:

Company plans to raise fund Rs. 30 corers from banks/financial institutions during FY 2023-24.

Corporate Governance & Compliance Certificate:

A separate section on Corporate Governance is included in the Annual Report and the certificate from company secretary confirming the Compliance of the conditions on the Corporate Governance as stipulated in Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed to this Report.

Public Fixed Deposits:

The Company has no public deposit as of date and will not accept any deposit without prior approval of the statutory authorities concerned.

RBI Guidelines:

The Company is consistently complying with all the guidelines issued by the Reserve Bank of India for NBFCs (AFC''s) with respect to capital adequacy, asset classification, provisioning and income recognition on non-performing assets.

The capital adequacy of the Company as on 31st March, 2023 is much higher than the minimum norms stipulated by the RBI for NBFC (AFC''s).

Management’s discussion and analysis report:

Management’s Discussion and Analysis Report for the year under review is presented in a separate section forming part of the Annual Report.

Accounts & Accounting Standards:

The Company adheres to the prudential guidelines prescribed by the Reserve Bank of India and to the Accounting Standards issued by the Institute of Chartered Accountant of India in preparation of its financial statements.

The particulars on the related party exposures, nonperforming assets and business levels in vehicle loans purchase and other activities, required to be disclosed in the format prescribed by the Reserve Bank of India are contained in the schedules forming part of the accounts.

Changes in composition of Board of Directors

To comply with the provisions of Section 152 of the Companies Act, 2013 Ms. Ayushi M. Doshi shall retire by rotation at the ensuing AGM, being eligible, offered for reappointment. Mr. Dhruvil Doshi shall be appointed as Non Executive Non independent Director of the company to fill the causal vacancy caused by resignation of Mr. Amit Doshi. Mr. Vatsal Doshi shall be appointed as Whole time director cum CFO

Declaration by Independent directors:

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

Independent directors meeting:

During the year under review, the independent Directors of the Company met thrice inter-alia, to discuss:

(a) Evaluation of performance of Non-Independent Directors and the Board of Directors of the company as a whole.

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

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

Induction and training of the board members:

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

Evaluation of performance of the board members:

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulation, the evaluation of the performance of the Board as well as of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee has been carried out. The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

Particulars of Loans, Guarantees or Investments in Securities:

Pursuant to section 186(11) of the Companies Act, 2013, the provisions of section 186 (4) of the Act requiring disclosure in the financial statements of the full particulars of the loans made and guarantees given or securities provided by a Non-Banking Financial Company in the ordinary course of its business and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security are exempted from disclosure in the Annual Report. Further, pursuant to the provisions of section 186 (4) of the Act, the details of investments made by the Company are given in the Notes to the Financial Statements.

Risk management:

Pursuant to Companies Act, 2013 & listing regulation, the company is exempted from formation of risk management committee. At present the company has not identified any element of risk which may threaten the existence of the company.

Significant and material orders passed by regulators/courts if any:

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

Share Capital:

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

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

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

d) During the year under review 12,67,900 warrants are converted into Equity shares.

Employee stock options:

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

Disclosure under the Sexual harassment of women at workplace (Prevention, prohibition and redressal) Act, 2013:

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

Directors" Responsibility Statement:

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, („the Act") your Directors confirm that:

(a) In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

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

(d) The Directors have prepared the annual accounts on a „going concern" basis;

(e) The Directors have laid down internal financial

controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and (f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Material Changes after the date of Balance Sheet:

There has been no material change and commitment affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of the Report.

Contracts & arrangements 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 on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Your Directors draw attention of the members to Notes to the financial statement which sets out related party disclosures.

Credit Rating:

The Company''s financial discipline and prudence is reflected in the credit rating BBB- (stable) for bank loans ascribed by rating agency ICRA.

Particulars of Remuneration and related disclosures:

Mr. Vatsal M. Doshi, director of the company, was paid remuneration as set out by Nomination & Remuneration committee of the Board.

Meetings of the Board& its committees:

For further details on meetings of the Board & its committees refer report on Corporate Governance

Vigil mechanism:

The Company in order to maintain highest standards of ethical, moral and legal conduct, adopted Vigil Mechanism/Whistle Blower policy to provide an avenue to its employees to raise concerns of any violations of legal or regulatory requirements, incorrect or misrepresentations of any financial statements and

reports, etc. The Audit committee of the company oversees the said mechanism from time to time. None of the Company personnel has been denied access to the Audit Committee.

Internal Financial Controls:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Corporate Social Responsibility (CSR):

The company has identified suitable projects that are eligible activities for Corporate Social Responsibility, in terms of provisions of Section 135 of the Companies Act, 2013, and rules framed thereunder. A separate section on Annual Report on CSR Activities is annexed to this Report.

Conservation of Energy, Technology Absorption:

Additional information required under the Companies Act, regarding conservation of Energy, Technology Absorption is not applicable as the company is not carrying out any manufacturing operation.

Foreign Exchange Earnings and Outgo:

During the year under review, the company has neither earned any foreign exchange income nor incurred any expenses.

Extract of Annual Return:

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

Statutory Auditors:

M/s Vora & Associates, Chartered Accountants are appointed as Statutory Auditors of the Company for a period of 5 years, commencing from the conclusion of the 31^st AGM till the conclusion of the 36^th AGM.

Secretarial Auditor:

The Secretarial Audit Report for the financial year ended March 31,2023 is annexed herewith.

Reporting of Frauds by Auditors:

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

Subsidiary companies:

The Company does not have any Subsidiary.

Acknowledgments:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, vendors, customers and members during the year. Your Directors wish to place on record their appreciation to all the employees for their hard work, dedication, commitment and rendering impeccable service to every constituent of the company''s customer and shareholders.

---

Mar 31, 2018

Dear Members,

The directors are delighted to present the 27^th Annual Report and the Audited financial statements of the company for the year ended March 31, 2018.

Financial Results:

Rs. in ‘000

Particulars	2017 - 18	2016 - 17	% Change
Business Income	1,93,964	1,56,408	24%
Profit before Interest, Depreciation & Tax	1,44,924	1,08,889	33%
Less: Interest	65,010	43,519	49%
Depreciation	6 1 5	47 1	31%
Profit before tax	79,299	64,899	22%
Less: Provision for Income Tax	22,300	21,650	3%
Provision for Deferred Tax	323	230	40%
Profit after tax	56,676	43,019	32%
Add: Balance brought forward from Previous Year	1,05,062	82,670	27%
	1,61,738	1,25,689	29%
Less: Appropriations
Proposed Dividend	-*	5,003	-*
Distribution Tax	-*	1024	-*
Transfer to / (from) General Reserve	7,000	6,000	17%
Transfer to Special Reserve	11,500	8,600	34%
Balance carried to Balance Sheet	1,43,238	1,05,062	36%

* Proposed dividend is not included in Annual accounts for FY 17-18 in compliance with Accounting Standards.

Operations

FY 2017-18 was yet another year of outstanding achievements for our company. With over 32% growth, Net Profit after tax increased from 4.3 crores to 5.7 crores.

We were able to post a 24% growth in topline with the portfolio nearing 89 crores.

Outlook and Prospects:

Outlook & Prospect look very encouraging due to increase sale of new two wheelers.

Dividend:

Your Directors have recommended a dividend of 12% (i.e. Rs 1.20 per equity share) for the financial year ended March 31, 2018 to those Members whose names appear in the register of members as on the book closure date. The dividend including dividend tax will amount to Rs. 72.26 lacs (last year Re. 1.00 per equity share was declared).

Finance:

Company plans to raise fund Rs. 25 corers from banks/financial institutions during FY 2018-19.

Corporate Governance & Compliance Certificate:

A separate section on Corporate Governance is included in the Annual Report and the certificate from company secretary confirming the Compliance of the conditions on the Corporate Governance as stipulated in Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed to this Report.

Public Fixed Deposits:

The Company has no public deposit as of date and will not accept any deposit without prior approval of the statutory authorities concerned.

RBI Guidelines:

The Company is consistently complying with all the guidelines issued by the Reserve Bank of India for NBFC’s (AFC’s) with respect to capital adequacy, asset classification, provisioning and income recognition on non-performing assets.

The capital adequacy of the Company as on 31st March, 2018 is much higher than the minimum norms stipulated by the RBI for NBFC (AFC’s).

Management''s discussion and analysis report:

Management’s Discussion and Analysis Report for the year under review is presented in a separate section forming part of the Annual Report.

Accounts & Accounting Standards:

The Company adheres to the prudential guidelines prescribed by the Reserve Bank of India and to the Accounting Standards issued by the Institute of Chartered Accountant of India in preparation of its financial statements.

The particulars on the related party exposures, nonperforming assets and business levels in vehicle loans purchase and other activities, required to be disclosed in the format prescribed by the Reserve Bank of India are contained in the schedules forming part of the accounts.

Changes in composition of Board of Directors

Mr. Govind Keswani, Independent Director of the company, has resigned due to personal reasons. The Board wishes to place on record its appreciation for the valuable contribution of Mr. Govind Keswani in the sustained growth of the Company during his tenure as Director of the Company.

To comply with the provisions of Section 152 of the Companies Act, 2013 Mr. Vatsal M. Doshi, shall retire by rotation at the ensuing AGM, being eligible, offered for reappointment.

In accordance with the provisions of Sections 196, 197 and 203 read with Schedule V of the Companies Act, 2013, Mr. Vatsal Doshi shall be appointed as a Wholetime Director, designated as Executive Director of the Company, for a period of 5 years with effect from October 1, 2018 at a remuneration as set out by Nomination & Remuneration committee of the Board.

Declaration by Independent directors:

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

Independent directors meeting:

During the year under review, the independent Directors of the Company met thrice inter-alia, to discuss:

(a) Evaluation of performance of Non-Independent Directors and the Board of Directors of the company as a whole.

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

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

Induction and training of the board members:

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

Evaluation of performance of the board members:

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulation, the evaluation of the performance of the Board as well as of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee has been carried out. The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

Particulars of Loans, Guarantees or Investments in Securities:

Pursuant to section 186(11) of the Companies Act, 2013, the provisions of section 186 (4) of the Act requiring disclosure in the financial statements of the full particulars of the loans made and guarantees given or securities provided by a Non-Banking Financial Company in the ordinary course of its business and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security are exempted from disclosure in the Annual Report. Further, pursuant to the provisions of section 186 (4) of the Act, the details of investments made by the Company are given in the Notes to the Financial Statements.

Risk management:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & listing regulation, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report. At present the company has not identified any element of risk which may threaten the existence of the company.

Significant and material orders passed by regulators/courts if any:

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

Share Capital:

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

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

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

Employee stock options:

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

Disclosure under the Sexual harassment of women at workplace (Prevention, prohibition and redressal) Act, 2013:

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

Directors'' Responsibility Statement:

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, (‘the Act’) your Directors confirm that:

(a) In the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

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

(d) The Directors have prepared the annual accounts on a ‘going concern’ basis;

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

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

Material Changes after the date of Balance Sheet:

There has been no material change and commitment affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of the Report.

Contracts & arrangements 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 on an arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Your Directors draw attention of the members to Notes to the financial statement which sets out related party disclosures.

Credit Rating:

The Company’s financial discipline and prudence is reflected in the credit rating BBB- (stable) for bank loans ascribed by rating agency ICRA.

Particulars of Remuneration and related disclosures:

In accordance with the provisions of Sections 196, 197 and 203 read with Schedule V of the Companies Act, 2013, Mr. Vatsal Doshi shall be appointed as a Wholetime Director, designated as Executive Director of the Company, for a period of 5 years with effect from October 1, 2018 at a remuneration as set out by Nomination & Remuneration committee of the Board.

Meetings of the Board & its committees:

For further details on meetings of the Board & its committees refer report on Corporate Governance

Vigil mechanism:

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

Internal Financial Controls:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Corporate Social Responsibility (CSR):

The company has not spent the amount as required to be spent on an activity approved for the purpose of Corporate Social Responsibility, in terms of provisions of Section 135 of the Companies Act, 2013, and rules framed thereunder. The company has made attempts to find out in the area where it operates, suitable projects that are eligible activities for Corporate Social Responsibility, but the company has not been so far able to find such avenue. Your directors commit to fulfilling their corporate responsibility in near future.

Conservation of Energy, Technology Absorption:

Additional information required under the Companies Act, regarding conservation of Energy, Technology Absorption is not applicable as the company is not carrying out any manufacturing operation.

Foreign Exchange Earnings and Outgo:

During the year under review, the company has neither earned any foreign exchange income nor incurred any expenses.

Extract of Annual Return:

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

Statutory Auditors:

M/s Vora & Associates, Chartered Accountants were appointed as Statutory Auditors of the Company for a period of 5 years, commencing from the conclusion of the 26^th AGM till the conclusion of the 31^st AGM. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

Secretarial Auditor:

The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith.

Reporting of Frauds by Auditors:

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

Subsidiary companies:

The Company does not have any Subsidiary.

Acknowledgments:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, vendors, customers and members during the year. Your Directors wish to place on record their appreciation to all the employees for their hard work, dedication, commitment and rendering impeccable service to every constituent of the company’s customer and shareholders.

Place: Mumbai For & on behalf of the Board

Date: May 30, 2018 Minesh Doshi

Managing Director

---

Mar 31, 2016

Dear Members,

The directors are delighted to present the 24th Annual Report and the Audited financial statements of the company for the year ended March 31,2016.

Financial Results:

The financial results for the year under review are summarized as follows:

Rs. in ''000

Particulars	2015-16	2014- 2015
Business Income	1,50,077	1,25,045
Profit before Interest, Depreciation & Tax Less: Interest	91,368 36,714	89,686 30,473
Depredation	361	561
Profit before tax	54,649	58,652
Less: Provision for Income Tax	19,888	20,672
Provision for Deferred Tax	174	47
Profit after-tax	34,587	37,933
Add: Balance brought forward from Previous Year	67,111	48,205
	1,01,698	86,138
Less; Appropriations
Proposed Dividend Distribution Tax	5,003	5,003
	1024	1024
Transfer to/(from) General Reserve	5,000	5,000
Transfer to Special Reserve	8,000	8,000
Balance carried to Balance Sheet	82,671	67,111

Dividend:

Your Directors have recommended a dividend of 10% (i.e. Rs 1.00 per equity share) for the financial year ended March 31,2016 (last year Rs. 1.00 per equity share).

Finance:

Company wants to raise fund Rs. 5 corers from banks/financial institutions during FY 2016-17.

Corporate Governance & Compliance Certificate:

A separate section on Corporate Governance is included in the Annual Report and the certificate from company secretary confirming the Compliance of the conditions on the Corporate Governance as stipulated in the Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto.

Outlook and Prospects. E-mail: [e-mail]

Outlook & Prospect look very encouraging due to increase sale of new two wheelers. Company has also started financing consumer durables where response is encouraging.

B. Clause 32: Cash flow statement pursuant to clause 32 listing agreement is provided along with Notes to Accounts.

Public Fixed Deposits:

The Company has no public deposit as of date and will not accept any deposit without prior approval of the statutory authorities concerned.

RBI Guidelines:

The Company is consistently complying with all the guidelines issued by the Reserve Bank of India for NBFC''s (AFC''s) with respect to capital adequacy, asset classification, provisioning and income recognition on non-performing assets.

The capital adequacy of the Company as on 31st March, 2015 is much higher than the minimum norms stipulated by the RBI for NBFC (AFC''s).

Accounts & Accounting Standards:

The Company adheres to the prudential guidelines prescribed by the Reserve Bank of India and to the Accounting Standards issued by the Institute of Chartered Accountant of India in preparation of its financial statements.

The particulars on the related party exposures, non-performing assets and business levels in vehicle loans purchase and other activities, required to be disclosed in the format prescribed by the Reserve Bank of India are contained in the schedules forming part of the accounts.

Directors:

In accordance with the Articles of Association Shri Mukund H.Doshi who retires by rotation is eligible for the reappointment. Members are requested to reappoint him.

Declaration by independent directors:

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

Independent directors meeting:

During the year under review, the independent Directors of the Company met on April 30. 2016 inter-alia, to discuss:

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

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

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

Induction and training of the board members: Email [e-mail] in

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

Evaluation of performance of the board members:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the evaluation of the performance of the Board as well as of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee has been carried out. The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

Subsidiary companies:

The Company does not have any Subsidiary.

Risk management:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Board''s report. At present the company has not identified any element of risk which may threaten the existence of the company.

Significant and material orders passed by regulators/courts if any:

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

Disclosure under the sexual harassment of women at workplace (prevention, prohibition and redressal) act, 2013:

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

Shares:

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

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

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

Employees stock option plan:

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

Directors’ Responsibility Statement:

Your Directors state that:

a) In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2016 and of the profit of the Company for the year ended on that date;

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

d) The Directors have prepared the annual accounts on a ''going concern'' basis;

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

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Material Changes after the date of Balance Sheet:

There has been no material change and commitment affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of the Report.

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.

Contracts & arrangements 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 on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Your Directors draw attention of the members to Notes to the financial statement which sets out related party disclosures.

Credit Rating:

The Company''s financial discipline and prudence is reflected in the credit rating BBB- (stable) for bank loans ascribed by rating agency ICRA.

Particulars of Employees:

The company has not paid remuneration attracting the provisions of the Companies Act,

Meetings of the Board:

Twelve meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance

Disclosures:

CSR&G Committee:

The CSR&G Committee comprises Shri Govind LKeswani (Chairman), Shri Narotanmal Rampuria and Shri Minesh M. Doshi.

Audit Committee:

The Audit Committee comprises Independent Directors namely Shri Govind LKeswani (Chairman), Shri Narotanmal Rampuria and Shri Minesh M. Doshi as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism:

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

Internal Financial Controls:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Corporate Social Responsibility (CSR):

The company has not spent the amount as required to be spent on an activity approved for the purpose of Corporate Social Responsibility, in terms of provisions of Section 135 of the Companies Act, 2013, and rules framed there under. The company has made attempts to find out in the area where it operates suitable projects that are eligible activities for Corporate Social Responsibility, but the company has not been so far able to find such avenue. Your directors commit to fulfilling their corporate responsibility which they will fulfill in near future.

Conservation of Energy, Technology Absorption:

Additional information required under the provisions of the Companies Act, regarding conservation of Energy, Technology Absorption are not applicable as the company is not carrying out any manufacturing operation.

Foreign Exchange Earnings and Outgo:

During the year under review, the company has neither earned any foreign exchange income nor incurred any expenses.

Extract of Annual Return:

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

Statutory Auditors:

M/s K. S. Sanghvi & Co. Chartered Accountants retiring Auditors of the Company retires at the ensuing Annual General Meeting of the Company and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. Members are requested to appoint the auditors and fix their remuneration.

Secretarial Auditor:

The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith.

Acknowledgments:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, vendors, customers and members during the year. Your Directors wishes to place on record their appreciation to all the employees for their hard work, dedication, commitment and rendering impeccable service to every constituent of the company''s customer and shareholders.

Mumbai For and on behalf of the Board of Directors

May 30,2016.

Director

---

Mar 31, 2015

Dear Members,

Your directors are delighted to present the 24th Annual Report and the Audited financial statements of the company for the year ended March 31, 2015.

Financial Results:

The financial results for the year under review are summarized as follows:

Rs. in '000

Particulars 2014 - 2015 2013- 2014

Business Income 1,25,045 1,05,845

Profit before Interest, Depreciation & Tax 89,686 75,953

Less: Interest 30,473 27,444

Depreciation 561 613

Profit before tax 58,652 47,896

Less: Provision for Income Tax 20,672 17,800

Provision for Deferred Tax 47 35

Profit aftertax 37,933 30,061

Add: Balance brought forward from Previous Year 48,205 32,994

86,138 63,055

Less: Appropriations

Proposed Dividend 5,003 5,003

Distribution Tax 1024 847

Transfer to/(from) General Reserve 5,000 3,000

Transfer to Special Reserve 8,000 6,000

Balance carried to Balance Sheet 67,111 48,205

Dividend:

Your Directors have recommended a dividend of 10% (i.e. Rs 1.00 per equity share) for the financial year ended March 31, 2015 (last year Re. 1.00 per equity share).

Finance:

Company wants to raise fund Rs. 5 corers from banks/financial institutions during FY 2015-16.

Corporate Governance & Compliance Certificate:

A separate section on Corporate Governance is included in the Annual Report and the certificate from company secretary confirming the Compliance of the conditions on the Corporate Governance as stipulated in the Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto.

Outlook and Prospects:

Outlook & Prospect look very encouraging due to increase sale of new two wheelers. Company has also started financing consumer durables where response is encouraging.

Cash flow statement pursuant to clause 32 listing agreement is provided along with Notes to Accounts.

Public Fixed Deposits:

The Company has no public deposit as of date and will not accept any deposit without prior approval of the statutory authorities concerned.

RBI Guidelines:

The Company is consistently complying with all the guidelines issued by the Reserve Bank of India for NBFC's (AFC's) with respect to capital adequacy, asset classification, provisioning and income recognition on non-performing assets.

The capital adequacy of the Company as on 31st March, 2015 is much higher than the minimum norms stipulated by the RBI for NBFC (AFC's).

Accounts & Accounting Standards:

The Company adheres to the prudential guidelines prescribed by the Reserve Bank of India and to the Accounting Standards issued by the Institute of Chartered Accountant of India in preparation of its financial statements.

The particulars on the related party exposures, non-performing assets and business levels in vehicle loans purchase and other activities, required to be disclosed in the format prescribed by the Reserve Bank of India are contained in the schedules forming part of the accounts.

Directors:

In accordance with the Articles of Association Shri Mukund FI.Doshi who retires by rotation is eligible for the reappointment Members are requested to reappoint him.

Declaration by independent directors:

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

Independent directors meeting:

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

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

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

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

Induction and training of the board members:

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

Evaluation of performance of the board members:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the evaluation of the performance of the Board as well as of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee has been carried out. The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

Subsidiary companies:

The Company does not have any Subsidiary.

Risk management:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Board's report. At present the company has not identified any element of risk which may threaten the existence of the company.

Significant and material orders passed by regulators/courts if any:

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

Disclosure under the sexual harassment of women at workplace (prevention, prohibition and redressal) Act, 2013:

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

Shares:

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

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

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

Employees Stock Option Plan:

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

Directors' Responsibility Statement:

Your Directors state that:

a) In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

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

d) The Directors have prepared the annual accounts on a 'going concern' basis;

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

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Material Changes after the date of Balance Sheet:

There has been no material change and commitment affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of the Report.

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.

Contracts & arrangements 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 on an arm's length basis. During the year, the Company had not entered into any contract / arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Your Directors draw attention of the members to Notes to the financial statement which sets out related party disclosures.

Credit Rating:

The Company's financial discipline and prudence is reflected in the credit rating BBB- (stable) for bank loans ascribed by rating agency ICRA.

Particulars of Employees:

The company has not paid remuneration attracting the provisions of the Companies Act.

Meetings of the Board:

Twelve meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance

Disclosures:

CSR&G Committee:

The CSR&G Committee comprises Shri Govind L.Keswani (Chairman), Shri Narotanmal Rampuria and Shri Minesh M. Doshi.

Audit Committee:

The Audit Committee comprises Independent Directors namely Shri Govind L.Keswani (Chairman), Shri Narotanmal Rampuria and Shri Minesh M. Doshi as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism:

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

Internal Financial Controls:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Corporate Social Responsibility (CSR):

The company has not spent the amount as required to be spent on an activity approved for the purpose of Corporate Social Responsibility, in terms of provisions of Section 135 of the Companies Act, 2013, and rules framed thereunder. The company has made attempts to find out in the area where it operates suitable projects that are eligible activities for Corporate Social Responsibility, but the company has not been so far able to find such avenue. Your directors commit to fulfilling their corporate responsibility which they will fulfill in near future.

Conservation of Energy, Technology Absorption:

Additional information required under the provisions of the Companies Act, regarding conservation of Energy, Technology Absorption are not applicable as the company is not carrying out any manufacturing operation.

Foreign Exchange Earnings and Outgo:

During the year under review, the company has neither earned any foreign exchange income nor incurred any expenses.

Extract of Annual Return:

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

Statutory Auditors:

M/s K. S. Sanghvi & Co. Chartered Accountants retiring Auditors of the Company retires at the ensuing Annual General Meeting of the Company and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. Members are requested to appoint the auditors and fix their remuneration.

Secretarial Auditor:

The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith.

Acknowledgments:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, vendors, customers and members during the year. Your Directors wishes to place on record their appreciation to all the employees for their hard work, dedication, commitment and rendering impeccable service to every constituent of the company's customer and shareholders.

Mumbai For and on behalf of the Board of Directors May 30, 2015 Mr. Mukund Doshi Chairman

---

Mar 31, 2014

Dear Members,

Your directors present here with the 23rd Annual Report of the company with the Audited Statements of the Accounts for the year ended March 3 1, 2014.

Financial Results:

The financial results fur the year under review are Summarized as Follows:

Particulars Current Year Previous Year 2013-2014 2012-2013 (Rs. In'000) (Rs. In'000)

Bitsincss Income 105845 100507

Prufit before Interest, 75053 74606 Depreciation & Tax

Less:

a. Interest 27444 27828

b. Depreciation 613 594

Profit before tra 47896 44784

Provision for incoroe Tax 17800 16500

Provision for Deferred Tax 35 28

Profit aftertax 30061 28256

Proposed Dividend 5003 4503

Distribution Tex 847 792

Transfer to from) General Reserve 3060 3000

Transfer to Special Reserve 6060 6000

Balance brought forward firm 32994 19033 previous Year

Balance ewried to Balance Sheet 48105 32994

Dividend:

The Directors Teconuncnd higher dividend of (10% i.e Rs.1.00 per equitiy share.

Finance:

Company wants to raise fund Rs.4,50 corers firm banks. Company has approached a. reputed mting agency for rating of bank limit.

Corporate Governance & Compliance Certificate

A Separate ieCtiuti OH Corporate Governance is included in tile Annual Report and the certificate front company secretary confirming the Compliance of the conditions on the Corporate Governance as stipulated in the Clause 49 of the lasting Agreement with the Stock Exchange is annexed herein.

Outlook and Prospects:

Outlook & Prospect look very encouraging due to increase sale of new twn whcckn, Company has also sinned fiiuineing consumer durables where response is encouraging,

B. Clause 32; Cash, flow statement pursuant to clause 32 listing agreement is provided along with Notes to Accounts.

Public Fixed Deposits:

The Company hits tto public deposit an dF date and will nnt accept ony deposit without prior approval of the statutory authorities concerned,

RBI Guidelines:

The Company is consistently complying with nil the guidelines issued by the Reserve Bank of India tor NBFC's (AFC's) wnh respect to capital adequacy, asset classification, provisioning and income recognition on tiun-pcribrmirig assets

The capital adequacy of the Company as on 31th March, 2014 is much higher than the minimum norms stipulated by the RBI forNBFC (AFC's).

Accounts & Accounting Standards;

Vhc Company adheres to the prudential guidelines prescribed by the Reserve Hank of Indie and to the Accounting Standards issued by tile Institute of Chattered Accountant of India in preparation of its financial statements.

The particulars on the related party exposures, nun-performing assets and business levels in vehicle 1oans purchase and other activities, required to be disclosed in the format prescribed by the Reserve Bank of India arc contained tn the schedules forming part of the accounts.

Directors:

In accordance with the Articles of Association Shri Mukimd H.Doshi who retires by rotation is eligible for the reappointment- Members arc requested to reappoint him,

Directors' Responsibility Statement

Pursuant to the requirement under section 217(2AAj of die Companies Act, 1956, with respect to Directors" Responsibility Statement, if is hereby confirmed:

1) That in the preparation of the annual accounts for the Financial year ended 31" March, 2014. the applicable accounting standards have been followed;

2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates dint were reasonable and prudent so as to give a true and fsair view of the slate of affairs of the Company as on 31st Match, 2014 and the profit of the Company tor that period.

3) That the Directors have taken proper and sufficient care for the maintanace of adequate accounting records in accordance with the provisions of the Companies Apt, 1956 for safeguarding the assets of the Company Md for preventing and detecting fraud and other irregularities;

4) That the annual accounts for the financial year ended 31st March, 2014 arc prepared an a going concern' basis,

Material Changes after the date of Balance Sheet:

Pursuant to provisions of Section 217(l)(d) of the Companies Act, 1956, there has been no material change and commitment affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of the Report

Particulars of Employees:

The ootnpany Jws not paid remuneration attracting the provisons of Sec, 217 (2A) of the Companies Act, 1956.

Particulars under Section 217(1) (E) of the Companies Act, 1956:

Additional information required under the provisions of the above section read with the Companies fDH.sdosLire of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of energy, Technology Absortption are not applicable as the Company is not carrying out any manufacturing operation.

Foreign Exchange Earnings and Outgo:

During the year under review, the company has neither earned any foreign exchange nor incurred way expenses.

Auditors:

M/s K. S. samghyi &Co. Chartered Accountants retiring Auditors of the Company, retires at the ensuing Annua] General Meeting of the company and one eligible for re-appointment. Members are requested to Appoint the auditors and fix their Remuneration.

Acknowledgments:

Your Directors wishes to place un record their appreciation to all Lbe employees for their hard work, dedication, Commitment and rendering impeccable service to every constituent of the company's customer and shareholders.

Place: Mumbai For And On Behalf Of the Board of Directors.

Dated 31st May, 2014. Mukand H- Doshi Chairman

---

Mar 31, 2013

The directors present here with the 22nd Annual Report of the company with the Audited Statements of the Accounts for the year ended March 31,2013.

FINANCIAL RESULTS:

The financial results for the year under review are summarized as follows:

Particulars Current Previous Year Year 2012-2013 2011- (Rs.in''0001 2012(Rs.in

Business Income 100507 82270

Profit before Interest, Depreciation & Tax 74606 59786

Less: 27828 24976

a. Interest 594 558

b. Depreciation 1400 150

Profit before tax 44784 34102

Provision for Income Tax 16500 12500

Provision for Deferred Tax 28 46

Profit after tax 28256 21556

Proposed Dividend 4503 4002

Distribution Tax 792 649

Transfer to/(from)General Reserve 3000 2500

Transfer to Special Reserve 6000 5000

Balance brought forward from Previous Year 19033 9629

Balance carried to Balance Sheet 32994 19033

DIVIDEND:

The Directors recommend dividend of 9% i.e. Rs 0.90 per equity share. FINANCE:

The company has been recently sanctioned of Rs. 1 corers of additional cash credit facility which will further help in expanding branch network.

CORPORATE GOVERNANCE & COMPIANCE CERTIFICATE

A separate section on Corporate Governance is included in the Annual Report and the certificate from the Company''s Auditors confirming the Compliance of the conditions on the Corporate Governance as stipulated in the Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto.

OUTLOOKAND PROSPECTS:

Outlook & Prospect look very encouraging due to increase sale of new two wheelers.

B. Clause 32: Cash flow statement pursuant to clause 32 listing agreement is provided along with Notes to Accounts.

PUBLIC FIXED DEPOSITS:

The Company has no public deposit as of date and will not accept any deposit without prior approval of the statutory authorities concerned.

RBI GUIDELINES:

The company is consistently complying with all the guidelines issued by the Reserve Bank of India for NBFC''s (AFC''s) with respect to capital adequacy, asset classification, provisioning and income recognition on non- performing assets.

The capital adequacy of the Company as on 31s1 March, 2013 is much higher than the minimum norms stipulatedbytheRBIforNBFC(AFC''s).

ACCOUNTS & ACCOUNTING STANDARDS:

The Company adheres to the prudential guidelines prescribed by the Reserve Bank of India and to the Accounting Standards issued by the Institute of Chartered Accountant of India in preparation of its financial statements.

The particulars on the related party exposures, non-performing assets and business levels in vehicle loans purchase and other activities, required to be disclosed in the format prescribed by the Reserve Bank of India are contained in the schedules forming part of the accounts.

DIRECTORS:

In accordance with the Articles of Association Shri Mukund H.Doshi who retires by rotation is eligible for the reappointment. Members are requested to reappoint him.

The Board of Directors shall be broad based by inclusion of independent Directors from various fields in due course.

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:

1) That in the preparation of the annual accounts for the financial year ended 31s'' March, 2013, the applicable accounting standards have been followed;

2) 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 as on 31st March, 2013 and the profit of the Company for that period.

3) 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;

4) That the annual accounts for the financial year ended 3T'' March, 2013 are prepared on a ''going concern''basis.

MATERIAL CHANGES AFTER THE DATE OFBALANCE SHEET:

Pursuant to provisions of Section 217(1 )(d) of the Companies Act, 195 6, there has been no material change and commitment affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of the Report.

PARTICULARS OF EMPLOYEES:

The company has not paid remuneration attracting the Provisions of Sec. 217 (2A) of the Companies Act, 1956.

PARTICULARS UNDER SECTION 217(1) (e) OF THE COMPANIES ACT. 1956:

Additional information required under the provisions of the above section read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of Energy, Technology Absorption are not applicable as the company is not carrying out any manufacturing operation.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the company has neither earned any foreign exchange nor incurred any expenses.

AUDITORS:

M/s K.S.Sanghvi & Co. Chartered Accountants retiring Auditors of the Company, retires at the ensuing Annual General Meeting of the Company and are eligible for re-appointment. Members are requested to appoint the auditors and fix their remuneration.

ACKNOWLEDGMENTS:

Your Directors wishes to place on record their appreciation to all the employees for their hard work, dedication, commitment and rendering impeccable service to every constituent of the company''s customer and shareholders.

Place: Mumbai For And On Behalf Of the Board of Directors.

DATED: 30* May, 2013. MUKUNDH.DOSHI

Chairman.

---

Mar 31, 2010

The directors present here with the 19th Annual Report of the company with the Audited Statements of the Accounts for the year ended March 31, 2010.

FINANCIAL RESULTS:

The financial results for the year under review are summarized as follows:

Previous Year Previous Year

Particulars 2009 - 2010 2008-2009

(Rs.in 000) (Rs.in 000)

Business Income 46,264 37,102

Profit before Interest, Depreciation,

Lease Equalization Charges & Tax 31,099 25,398

Less:

a. Interest 13,181 12,962

b. Depreciation 460 436

Profit before tax 17,458 12,000

Provision for Income Tax 4,563 4,300

Provision for FBT / Deffered Tax 1003 110

Profit After Tax 11,892 7,590

Proposed Dividend 4,002 3,502

Distribution Tax 680 595

Transfer to/(from )General Reserve 1,000 500

Transfer to Special Reserve 3,000 1,700

Balance brought forward from Previous Year 1,309 16

Balance carried to Balance Sheet 4,518 1,309

DIVIDEND :

The Directors recommend dividend of 8% i.e. Rs 0.80 per equity share.

FINANCE :

The company has been recently sanctioned of Rs. 3 crores of cash credit facility which will further help in expanding branch network

CORPORATE GOVERNANCE & COMPIANCE CERTIFICATE

A separate section on Corporate Governance is included in the Annual Report and the certificate from the Companys Auditors confirming the Compliance of the conditions on the Corporate Governance as stipulated in the Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto.

OUTLOOK AND PROSPECTS:

Outlook & Prospect look very encouraging due to increase sale of new two wheelers.

B. Clause 32: Cash flow statement pursuant to clause 32 listing agreement is provided along with Notes to Accounts.

PUBLIC FIXED DEPOSITS:

The Company has no public deposit as of date and will not accept any deposit without prior approval of the statutory authorities concerned.

RBI GUIDELINES:

The company is consistently complying with all the guidelines issued by the Reserve Bank of India for NBFCs (AFCs) with respect to capital adequacy, asset classification, provisioning and income recognition on non-performing assets.

The capital adequacy of the Company as on 31st March, 20101s much higher than the minimum norms stipulated by the RBI for NBFC (AFCs).

ACCOUNTS & ACCOUNTING STANDARDS:

The Company adheres to the prudential guidelines prescribed by the Reserve Bank of India and to the Accounting Standards issued by the Institute of Chartered Accountant of India in preparation of its financial statements.

The particulars on the related party exposures, non-performing assets and business levels in vehicle loans purchase and other activities, required to be disclosed in the format prescribed by the Reserve Bank of India are contained in the schedules forming part of the accounts.

DIRECTORS:

In accordance with the Articles of Association Shri Mukund H.Doshi who retires by rotation is eligible for the reappointment. Members are requested to reappoint him.

The Board of Directors shall be broad based by inclusion of independent Directors from various fields in due course.

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:

1) That in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed;

2) 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 as on 31st March, 2010 and of the profit of the Company for that period.

3) 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;

4) That the annual accounts for the financial year ended 31st March, 2010 are prepared on a going concernbasis.

MATERIAL CHANGES AFTER THE DATE OF BALANCE SHEET:

Pursuant to provisions of Section 217(1)(d) of the Companies Act, 1956, there has been no material change and commitment affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of the Report.

PARTICULARS OF EMPLOYEES:

The company has not paid remuneration attracting the Provisions of Sec. 217 (2A) of the Companies Act, 1956.

PARTICULARS UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956:

Additional information required under the provisions of the above section read with the Companies {Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of Energy, Technology Absorption are not applicable as the company is not carrying out any manufacturing operation.

FOREIGN EXCHANGE EARNINGS AND OUTGO :

During the year under review, the company has neither earned any foreign exchange nor incurred any expenses.

AUDITORS:

M/s K.S.Sanghvi & Co. Chartered Accountants retiring Auditors of the Company, retires at the ensuing Annual General Meeting of the Company and are eligible for re-appointment. Members are requested to appoint the auditors and fix their remuneration.

ACKNOWLEDGMENTS :

Your Directors wishes to place on record their appreciation to all the employees for their hard work, dedication, commitment and rendering impeccable service to every constituent of the companys customer and shareholders.

Place: Mumbai For And On Behalf Of the Board of Directors.

DATED: 8th September 2010.

MUKUND H.DOSHI

Chairman.

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Mar 31, 2009

The directors present here with the 18th Annual Report of the company with the Audited Statements of the Accounts for the year ended March 31,2009.

FINANCIAL RESULTS:

The financial results for the year under review are summarized as follows:

Previous Year Previous Year

Particulars 2008-2009 2007 - 2008

(Rs.in 000) (Rs.in 000)

Business Income 37,102 31,227

Profit before Interest, Depreciation,

Lease Equalization Charges & Tax 25,398 18,714

Less:

a. Interest 12,962 11,735

b.Depreciation 436 325

Profit before tax 12,000 6,654

Provision for Income Tax 4,300 2,252

Provision for FBT 110 90

Profit aftertax 7,590 4,312

Proposed Dividend 3,502 3,500

Distribution Tax 5,95 5,95

Transfer to/(from )General Reserve 0 600

Transfer to Special Reserve 1,700 880

Balance brought forward from Previous Year 16 79

Balance carried to Balance Sheet 1,309 16

DIVIDEND:

The Directors recommend dividend of 7% i.e. Rs 0.70 per equity share.

FINANCE:

The vehicle finance business as doing well & company is concentrating on old vehicle financing to generate additional business.

CORPORATE GOVERNANCE & COMPIANCE CERTIFICATE

A separate section on Corporate Governance is included in the Annual Report and the certificate from the Companys Auditors confirming the Compliance of the conditions on the Corporate Governance as stipulated in the Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto.

OUTLOOKAND PROSPECTS:

The Company expect the growth in new vehicle finance. The companies also expect growth in old vehicle finance. You directors are sincerely putting efforts to improve profitability and financial strength of the Company and increase shareholders value in future.

B. Clause 32: Cash flow statement pursuant to clause 32 listing agreement is provided alongwith Notes to Accounts.

PUBLIC FIXED DEPOSITS:

The Company has no public deposit as of date and will not accept any deposit without prior approval of the statutory authorities concerned.

RBI GUIDELINES:

The company is consistently complying with all the guidelines issued by the Reserve Bank of India for NBFCs (AFCs) with respect to capital adequacy, asset classification, provisioning and income recognition on non-performing assets.

The capital adequacy of the Company as on 31" March, 2009 is much higher than the minimum norms stipulated by the RBI for NBFC (AFCs).

ACCOUNTS & ACCOUNTING STANDARDS:

The Company adheres to the prudential guidelines prescribed by the Reserve Bank of India and to the Accounting Standards issued by the Institute of Chartered Accountant of India in preparation of its financial statements.

The particulars on the related party exposures, non-performing assets and business levels in vehicle loans purchase and other activities, required to be disclosed in the format prescribed by the Reserve Bank of India are contained in the schedules forming part of the accounts.

DIRECTORS:

In accordance with the Articles of Association Shri Mukund H.Doshi who retires by rotation is eligible for the reappointment. Members are requested to reappoint him.

The Board of Directors shall be broad based by inclusion of independent Directors from various fields in due course.

DIRECTORSRESPONSIBILITY STATEMENT:

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

1) That in the preparation of the annual accounts for the financial year ended 31st March, 2008, the applicable accounting standards have been followed;

2) 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 as on 31s1 March, 2009 and of the profit of the Companyforthat period.

3) 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;

4) That the annual accounts for the financial year ended 31st March, 2009 are prepared on a going concern basis.

MATERIAL CHANGES AFTER THE DATE OF BALANCE SHEET:

Pursuant to provisions of Section 217(1)(d) of the Companies Act, 1956, there has been no material change and commitment affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of the Report.

PARTICULARS OF EMPLOYEES:

The company has not paid remuneration attracting the Provisions of Sec. 217 (2A) of the Companies Act, 1956. PARTICULARS UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956:

Additional information required under the provisions of the above section read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of Energy, Technology Absorption are not applicable as the company is not carrying out any manufacturing operation.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the company has neither earned any foreign exchange nor incurred any expenses.

AUDITORS:

M/s K.S.Sanghavi & Co. Chartered Accountants retiring Auditors of the Company, retires at the ensuing Annual General Meeting of the Company and are eligible for re-appointment. Members are requested to appoint the auditors and fix their remuneration.

ACKNOWLEDGMENTS:

Your Directors wishes to place on record their appreciation to all the employees for their hard work, dedication, commitment and rendering impeccable service to every constituent of the companys customer and shareholders.

For And 0n Behalf of the Board of Directors

Place: Mumbai

DATED: 8th September2009. MUKUND H. DOSHI

Chairman.