Directors Report of Step Two Corporation Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Thirty First Annual report on the business and
operations of the Company together with Audited statements of accounts for the year ended 31st
March, 2025.

FINANCIAL HIGHLIGHTS

The summarised financial results of the Company are given here under:

	Current	Previous
	Year	Year
	(Rs.’00)	(Rs.’00)
Profit before Interest, Depreciation & taxes	(2,294)	(46,352)
Less: Finance Charges	5,282	2,779
Profit / (Loss) before Depreciation & Taxes	(7,576)	(49,131)
Less: Depreciation	212	212
Profit/(Loss) Before Provision & Taxes	(7,788)	(49,343)
Current Tax	(11,420)	0
Add/(Less): Deferred Tax	16,815	19,521
Income Tax for the previous year	0	(43)
Profit/(Loss) after Tax	(2,393)	(29,864)
Transfer to Reserve Fund	0	0
Less: Excess Provision written back	0	0
Balance brought forward from last year	62,456	92,320
Balance Carried to Balance Sheet	60,064	62456

COMPANY PERFORMANCE AND REVIEW OF BUSINESS OPERATIONS

During the year, the revenue from operations of your Company incresed by 1249% over the previous
year. The Company has recorded a loss of Rs. 2.39 lacs for the financial year ended 31st March, 2025

Your Directors are striving for increase in revenue of the Company and thereby increasing
profitability.

DIVIDEND

With a view to conserving resources and building up reserves, your Directors do not recommend
payment of Dividend for the year.

STATE OF COMPANY AFFAIRS

Your directors are hopeful that the performance of the Company will improve in the coming year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

There are no material changes or commitments affecting the financial position of the Company which
have occurred between the end of the financial year 2024-25 and the date of this report.

FUTURE OUTLOOK

The general business conditions affecting business are expected to remain stable and company is
expected to perform well.

DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section 73 of the
Companies Act, 2013 and The Companies (Acceptance ofDeposits) Rules, 2014.

TRANSFER TO RESERVES

No amount has been transferred to the Reserve Fund.

SHARE CAPITAL

As on 31st March, 2025, the Company’s paid-up Equity Share Capital was Rs. 4,24,73,000/-
comprising of 42,47,300 Equity Shares of Face Value of Rs. 10/- each and Rs. 34,95,600/-
received on account of 8,04,800 forfeited shares. There has not been any change in the Equity
Share Capital of the Company during the Financial Year ended 31st March, 2025. During the
Financial Year 2024-2025, your Company has neither issued any shares or convertible securities
nor has granted any stock options or sweat equity. The Authorised Share Capital of the Company
comprises 78,50,000 equity shares of Rs.10/- each amounting to Rs.7,85,00,000/-, as on 31st
March, 2025.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has not been any change in the nature of business of the Company during the FY ended 31st
March, 2025.

MEETINGS OF BOARD OF DIRECTORS

During the financial year ended 31st March, 2025, 7 Board Meetings were held on 15th May,
2024, 09th August, 2024, 16th August,2024, 12th November,2024 and 12th February, 2025. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013.

Attendance of directors at the Board Meetings [Whether attended (Yes/No)]:

Board	Mr. Anuj	Mr. Laxmikant	Mr. Anup	Ms. Poonam
Meeting	Agarwal	Jajodia	Chattopadhyay	Bathwal
Date	(DIN-02984121)	(DIN-00570216)	(DIN-10042485)	(DIN-10045592)
15th May, 2024	Yes	Yes	Yes	Yes

09th August, 2024	Yes	Yes	Yes	Yes
16th August, 2024	Yes	Yes	Yes	Yes
12th November, 2024	Yes	Yes	Yes	Yes
12th February, 2025	Yes	Yes	Yes	Yes
TOTAL	5	5	5	5

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, which has been designed to provide a reasonable
assurance with regard to maintaining of proper accounting controls, monitoring of operations,
protecting assets from unauthorized use or losses, compliance with regulations and for ensuring
reliability of financial reporting.

STATUTORY AUDITORS

At the Annual General meeting held in 2023, the members had appointed M/s. M.K. Kothari &
Associates, Chartered Accountants (Firm Reg. No. 0323929E) as the statutory auditors of the
Company for a period of 3 years upto March 31,2026 and therefore they continue to hold office.

Pursuant to Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors)
Rules, 2014, M/s. M.K. Kothari & Associates have represented that they are not disqualified and
continue to be eligible to act as the Auditor of the Company. M/s. M.K. Kothari & Associates have
also confirmed that they have been subjected to the peer review process of the Institute of Chartered
Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of ICAI as
required under Regulation 33(1 )(d) of the Listing Regulations.

STATUTORY AUDITORS'' REPORT

There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory
Auditor in their Report for the year under review.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not
call for any further comments.

REPORTING OF FRAUDS BY AUDITORS

In terms of Section 143(12) of the Companies Act, 2013, the Auditors have not reported any instances
of frauds committed in the Company by its Officers or Employees during the year under review.

DIRECTORS AND KMP

Ms. Poonam Bathwal, Director of the Company, retires by rotation and being eligible offers
herself for re-appointment.

The Board recommends her reappontment at the ensuing Annual General Meeting.

Ms. Poonam Bathwal is also the whole-time Company Secretary and Compliance Officer of the
Company.

Mr. Jaswinder Singh is the Chief Financial Officer (CF O) of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director of the Company
under Section 149(7)of the Companies Act, 2013 that the Independent Directors of the Company meet
with the criteria of their Independence laid down in Section 149 (6).

ANNUAL EVALUATION BY THE BOARD

The Board has made a formal evaluation of its own performance and that of its committees and
individual directors as required under Section 134(3) (p) of the Companies Act, 2013.

SITUATION OF REGISTERED OFFICE OF THE COMPANY

The address of the registered office of the Company is “Avani Signature”, 91A/1, Park Street, 7th
Floor, Kolkata - 700016.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Since the Company is a Non Banking Finance Company, the disclosure regarding particulars of loans
given, guarantees given and security provided is exempt under the provisions of Section 186 (11) of
the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Particulars of every contract or arrangements entered into by the Company with Related Parties
reffered to in Section 188(1) of the Companies Act, 2013 in Form AOC-2 prescribed under the
Companies (Accounts) Rules, 2014 is annexed hereto and forms a part of this report.

SUBSIDIARIE S, JOINT VENTURES AND ASSOCIATE C OMPANIE S

The Company does not have any Subsidiary or Associate. During the year, the Company has not
entered into any Joint Venture.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND

There is no unpaid/ unclaimed dividend. Hence, the provisions of Section 125 of the Companies Act,
2013 do not apply.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings, either filed by the Company or against the Company, pending under the
Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or
other Courts as on 31st March, 2025.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /
TRIBUNALS

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

SHARES

a. BUY BACK OF SECURITIES

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

b. SWEAT EQUITY

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

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

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

PARTICULARS OF EMPLOYEES

Statement containing particulars of Top 10 employees in terms of remuneration drawn and the
particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with
Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is provided in Annexure '' 1'' forming part of this report.

There was no employee receiving remuneration during the year in excess of that drawn by the
Managing Director or Whole-time Director and holding by himself or along with his spouse and
dependent children, not less than two percent of the equity shares of the Company.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

The company has no activity relating to conservation of energy or technology absorption, details of
which are required to be furnished in this report as per the provision of Section 134 (m) of the
Companies Act, 2013, read with the Companies (Accounts) Rules, 2014

FOREIGN EXCHANGE EARNING & OUTGO

There were no foreign exchange earning and outgo during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)© and 134(5) of the Companies Act, 2013, with respect
to Directors'' Responsibility Statement, the Directors hereby confirm that:-

(I) in the preparation of the annual accounts for the year ended 31st March, 2025, the applicable
accounting standards, have been followed and there are no material departures from the same;

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

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

(iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

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

(vi) the directors, had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.

RISK MANAGEMENT POLICY

The Company has a defined Risk Management framework to identify, assess, monitor and mitigate
various risks to key business objectives. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis.

REMUNERATION POLICY

Your Company''s Remuneration Policy enumerates the criteria for appointment and remuneration of
Directors, Key Managerial Personnel and Senior Management Personnel on the basis of their
qualifications, positive attributes and independence of a Director and other matters as required under
Section 178(3) of the Companies Act, 2013.

BOARD DIVERSITY POLICY

Your Company recognizes and embraces the importance of a diverse Board in its success and aims to
attract and maintain a Board which has an appropriate mix of diversity, skills, experience and
expertise. The Board composition as on the date of this report meets the above objective.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has established a vigil mechanism which monitors through the Audit committee to take
care of the genuine concerns expressed by the employees and other Directors. The Company has also
provided adequate safeguards against victimization of employees and Directors who express their
concern. The Company has also provided direct access to the Chairman of the Audit Committee on
reporting issues concerning the interests of company employees and the Company.

POLICY FOR DETERMINING MATERIALITY OF EVENTS/ INFORMATION

The Company''s Policy for determination of materiality of events/ information has been designed to
promote transparency and ensures that the stakeholders are informed regarding the maj or and material
events of the Company. The objective of this policy is to put in place a framework for disclosure of
events and information to the stock exchanges, in line with the requirements prescribed under
Regulation 30 of the Listing Regulations and to ensure that such information is disclosed to the Stock
Exchanges in a timely and transparent manner.

CODEOFCONDUCT

Details of the Company''s Code of Conduct for members of its Board and for Senior Management
Personnel framed in terms of Regulation 17(5) of the Listing Regulations have been included in the
Corporate Governance Report forming part of the Annual Report.

All Board members and Senior Management personnel have affirmed compliance with the code of
conduct for FY 2024-2025. A declaration to this effect signed by the Whole-time Director of the
Company is included in this Annual Report.

CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY
DESIGNATED PERSONS AND CODE OF PRACTICES AND PROCEDURES FOR FAIR
DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

With an aim to guard the interest of general investors, your Company has laid down a ''Code of
Conduct to regulate, monitor and report trading by Designated Persons'' which is applicable to all the
Promoters, Directors and such other persons defined as designated persons and to their immediate
relatives as well.

Your Company has adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information. This Code lays down principles and practices to be followed by the
Company with respect to adequate and timely disclosure of unpublished price sensitive information.

ANNUAL RETURN

The Annual Return as required under Section 134(3)(a) read with Section 92(3 ) of the Companies Act,
2013, is placed on the Company''s website and is available on the weblink: http://www.steptwo.in

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT OF THE
DIRECTORS ON CORPORATE GOVERNANCE

Pursuant to the Listing Regulations, a separate section titled ''Corporate Governance'' has been
included in this Annual Report, along with the Reports on ''Management Discussion and Analysis'' and
''General Shareholder Information''.

CEO & CFO CERTIFICATION

In terms of Regulation 17 (8) read with Schedule II Part B of the Listing Regulations, a certificate from
the Chief Executive Officer and Chief Financial Officer of the Company addressed to the Board of
Directors, inter alia, confirming the correctness of the financial statements and cash flow statements
for the Financial Year ended 31st March, 2025, adequacy of the internal control measures and
reporting of matters to the Audit Committee, is provided elsewhere in this Annual Report.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed
Mr. Navneet Jhunjhunwala of M/s N.Jhunjhunwala & Associates, a firm of Company Secretaries in
Practice (FCS No.6397, CP No.5184) to undertake the Secretarial Audit of the Company. The
Secretarial Audit Report is annexed herewith. The same does not contain any qualification,
reservation or adverse remark or disclaimer.

COMMITTEES OF BOARD OF DIRECTORS

The Board has seven Committees out of which five have been mandatorily constituted in compliance
with the requirements of Companies Act, 2013 and Listing Regulations and two non-mandatory
Committees have been constituted. The Board has constituted following Committees to deal with
matters and to monitor activities falling within their respective terms of reference:-

Mandatory Committees

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Risk Management Committee

Details of composition of the above Committees, their terms of reference, number of meetings held
during the year, attendance therein and other related aspects are provided in the Corporate
Governance Report forming part of the Annual Report. There has been no instance where the Board
has not accepted the recommendations of its Committees.

COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING
STANDARDS

During the Financial Year 2024-25, the Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India and approved by the Central
Government under Section 118(10) of the Companies Act, 2013. In the preparation of the Financial
Statements, the Company has also applied the Indian Accounting Standards (Ind AS) specified under
Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules,
2015.

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

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a
policy on prevention, prohibition & redressal of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 and the rules made there under. The Company is not
required to constitute an Internal Complaints Committee in accordance with the provisions of the
Sexual Harrasement of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
(the”POSH Act”), since it does not have 10 or more employees.

During the financial year 2024-25, the Company has not received any complaints of sexual
harassment.

ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude to the Company''s clients, Bankers, Business Associates,
Shareholders, well wishers and employees, for their valued and timely support and advice to your
company during the year & look forward to their continued support.

Regd. Office: For and on behalf of the Board

“Avani Signature”

^91A/1, ^{Park Street} Anuj Agarwal Anup Chattopadhyay

^{7th Floor}, Managing Director Director

^Kolkata - ⁷⁰⁰ 016 DIN: 02984121 DIN: 10042485

Date: 27.05.2025

---

Mar 31, 2024

Your Directors have pleasure in presenting the Thirtieth Annual report on the business and
operations of the Company together with Audited statements of accounts for the year ended 31st
March, 2024.

FINANCIAL HIGHLIGHTS

The summarised financial results of the Company are given here under:

	Current	Previous
	Year	Year
	(Rs.’00)	(Rs.’00)
Profit before Interest, Depreciation & taxes	(46,352)	67,400
Less: Finance Charges	2,779	3,478
Profit / (Loss) before Depreciation & Taxes	(49,131)	63,921
Less: Depreciation	212	110
Profit/(Loss) Before Provision & Taxes	(49,343)	63,811
Current Tax	0	14,255
Add/(Less): Deferred Tax	19,521	(3)
Income Tax for the previous year	(43)	—
Profit/(Loss) after Tax	(29,864)	49,553
Transfer to Reserve Fund	0	9,911
Less: Excess Provision written back		2,251
Balance brought forward from last year	92,320	50,426
Balance Carried to Balance Sheet	62456	92,320

COMPANY PERFORMANCE AND REVIEW OF BUSINESS OPERATIONS

During the year, the revenue from operations of your Company decresed by 166% over the previous
year. The Company has recorded a loss of Rs. 29.86 lacs for the financial year ended 31st March,
2024

Your Directors are striving for increase in revenue of the Company and thereby increasing
profitability.

DIVIDEND

With a view to conserving resources and building up reserves, your Directors do not recommend
payment of Dividend for the year.

STATE OF COMPANY AFFAIRS

Your directors are hopeful that the performance of the Company will improve in the coming year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

There are no material changes or commitments affecting the financial position of the Company which
have occurred between the end of the financial year 2023-24 and the date of this report.

FUTURE OUTLOOK

The general business conditions affecting business are expected to remain stable and company is
expected to perform well.

DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section 73 of the
Companies Act, 2013 and The Companies (Acceptance ofDeposits) Rules, 2014.

TRANSFER TO RESERVES

No amount has been transferred to the Reserve Fund.

SHARE CAPITAL

As on 31st March, 2024, the Company’s paid-up Equity Share Capital was Rs. 4,24,73,000/-
comprising of 42,47,300 Equity Shares of Face Value of Rs. 10/- each and Rs. 34,95,600/-
received on account of 8,04,800 forfeited shares. There has not been any change in the Equity
Share Capital of the Company during the Financial Year ended 31st March, 2024. During the
F inancial Year 2023 -2024, your Company has neither issued any shares or convertible securities
nor has granted any stock options or sweat equity. The Authorised Share Capital of the Company
was increased from 53,50,000 equity shares of Rs.10/- each amounting to Rs.5,35,00,000/- to
78,50,000 equity shares of Rs.10/- each amounting to Rs.7,85,00,000/-, during the Financial
Year ended 31st March, 2024.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has not been any change in the nature of business of the Company during the FY ended 31st
March, 2024.

MEETINGS OF BOARD OF DIRECTORS

During the financial year ended 31st March, 2024, 7 Board Meetings were held on 26th May,
2023, 08th August, 2023,09th August,2023,16th August,2023, 09th November, 2023, 03rd
January, 2024, 13th F ebruary, 2024. The intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013.

Attendance of directors at the Board Meetings [Whether attended (Yes/No)]:

Board	Mr. Anuj	Mr. Laxmikant	Mr. Anup	Ms. Poonam
Meeting	Agarwal	Jajodia	Chattopadhyay	Bathwal
Date	(DIN-02984121)	(DIN-00570216)	(DIN-10042485)	(DIN-10045592)
26th May, 2023	Yes	Yes	Yes	Yes

08th August, 2023	Yes	Yes	Yes	Yes
09th August, 2023	Yes	Yes	Yes	Yes
16th August, 2023	Yes	Yes	Yes	Yes
09th JNovember, 2023	Yes	Yes	Yes	Yes
03rd January, 2024	Yes	Yes	Yes	Yes
13th February, 2024	Yes	Yes	Yes	Yes
TOTAL	7	7	7	7

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, which has been designed to provide a reasonable
assurance with regard to maintaining of proper accounting controls, monitoring of operations,
protecting assets from unauthorized use or losses, compliance with regulations and for ensuring
reliability of financial reporting.

STATUTORY AUDITORS

At the Annual General meeting held in 2023, the members had appointed M/s. M.K. Kothari &
Associates, Chartered Accountants (Firm Reg. No. 0323929E) as the statutory auditors of the
Company for a period of 3 years upto March 31,2026 and therefore they continue to hold office.
Pursuant to Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors)
Rules, 2014, M/s. M.K. Kothari & Associates have represented that they are not disqualified and
continue to be eligible to act as the Auditor of the Company. M/s. M.K. Kothari & Associates have
also confirmed that they have been subjected to the peer review process of the Institute of Chartered
Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of ICAI as
required under Regulation 33(1 )(d) of the Listing Regulations.

STATUTORY AUDITORS'' REPORT

There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory
Auditor in their Report for the year under review.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not
call for any further comments.

REPORTING OF FRAUDS BY AUDITORS

In terms of Section 143(12) of the Companies Act, 2013, the Auditors have not reported any instances
of frauds committed in the Company by its Officers or Employees during the year under review.

DIRECTORS AND KMP

Mr. Laxmi Kant Jajodia was appointed as an additional director, independent and non-executive,
on the Board of the Company w.e.f. 16.01.2023.

Mr. Anuj Agarwal was appointed as an additional director, promoter and executive, on the Board
of the Company w.e.f.16.01.2023.

Mr. Anup Chattopadhyay was appointed as an additional director, independent and non¬
executive, on the Board of the Company w.e.f.15.03.2023.

Ms. Poonam Bathwal was appointed as an additional director, professional and non-executive,
on the Board of the Company w.e.f.15.03.2023.

Mr. Anuj Agarwal was also appointed as the Managing Director of the Company
w.e.f.25.01.2023.

Mr. Laxmi Kant Jajodia, Mr.Anuj Agarwal, Mr.Anup Chattopadhyay and Ms.Poonam Bathwal
were appointed as regular directors (from additional directors) at the previous AGM.

Mr. Anuj Agarwal, Director of the Company, retires by rotation and being eligible offers himself
for re-appointment. The Board recommends his reappointment at the ensuing Annual General
Meeting.

Ms. Poonam Bathwal is also the whole-time Company Secretary and Compliance Officer of the
Company.

Mr. Jaswinder Singh is the Chief Financial Officer (CF O) of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director of the Company
under Section 149(7)of the Companies Act, 2013 that the Independent Directors of the Company meet
with the criteria of their Independence laid down in Section 149 (6).

ANNUAL EVALUATION BY THE BOARD

The Board has made a formal evaluation of its own performance and that of its committees and
individual directors as required under Section 134(3) (p) of the Companies Act, 2013.

SITUATION OF REGISTERED OFFICE OF THE COMPANY

The address of the registered office of the Company was changed w.e.f.15.03.2023 to “Avani
Signature”, 91A/1, Park Street, 7th Floor, Kolkata - 700016.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Since the Company is a Non Banking Finance Company, the disclosure regarding particulars of loans
given, guarantees given and security provided is exempt under the provisions of Section 186 (11) of
the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Particulars of every contract or arrangements entered into by the Company with Related Parties
reffered to in Section 188(1) of the Companies Act, 2013 in Form AOC-2 prescribed under the
Companies (Accounts) Rules, 2014 is annexed hereto and forms a part of this report.

SUBSIDIARIE S, JOINT VENTURES AND ASSOCIATE C OMPANIE S

The Company does not have any Subsidiary or Associate. During the year, the Company has not
entered into any Joint Venture.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND

There is no unpaid/ unclaimed dividend. Hence, the provisions of Section 125 of the Companies Act,
2013 do not apply.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings, either filed by the Company or against the Company, pending under the
Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or
other Courts as on 31st March, 2024.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /
TRIBUNALS

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

SHARES

a. BUY BACK OF SECURITIES

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

b. SWEAT EQUITY

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

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

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

PARTICULARS OF EMPLOYEES

Statement containing particulars of Top 10 employees in terms of remuneration drawn and the
particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with
Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is provided in Annexure '' 1'' forming part of this report.

There was no employee receiving remuneration during the year in excess of that drawn by the
Managing Director or Whole-time Director and holding by himself or along with his spouse and
dependent children, not less than two percent of the equity shares of the Company.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

The company has no activity relating to conservation of energy or technology absorption, details of
which are required to be furnished in this report as per the provision of Section 134 (m) of the
Companies Act, 2013, read with the Companies (Accounts) Rules, 2014

FOREIGN EXCHANGE EARNING & OUTGO

There were no foreign exchange earning and outgo during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)© and 134(5) of the Companies Act, 2013, with respect
to Directors'' Responsibility Statement, the Directors hereby confirm that:-

(I) in the preparation of the annual accounts for the year ended 31st March, 2024, the applicable
accounting standards, have been followed and there are no material departures from the same;

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

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

(iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

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

(vi) the directors, had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.

RISK MANAGEMENT POLICY

The Company has a defined Risk Management framework to identify, assess, monitor and mitigate
various risks to key business objectives. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis.

REMUNERATION POLICY

Your Company''s Remuneration Policy enumerates the criteria for appointment and remuneration of
Directors, Key Managerial Personnel and Senior Management Personnel on the basis of their
qualifications, positive attributes and independence of a Director and other matters as required under
Section 178(3) of the Companies Act, 2013.

BOARD DIVERSITY POLICY

Your Company recognizes and embraces the importance of a diverse Board in its success and aims to
attract and maintain a Board which has an appropriate mix of diversity, skills, experience and
expertise. The Board composition as on the date of this report meets the above objective.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has established a vigil mechanism which monitors through the Audit committee to take
care of the genuine concerns expressed by the employees and other Directors. The Company has also
provided adequate safeguards against victimization of employees and Directors who express their
concern. The Company has also provided direct access to the Chairman of the Audit Committee on
reporting issues concerning the interests of company employees and the Company.

POLICY FOR DETERMINING MATERIALITY OF EVENTS/ INFORMATION

The Company''s Policy for determination of materiality of events/ information has been designed to
promote transparency and ensures that the stakeholders are informed regarding the maj or and material
events of the Company. The objective of this policy is to put in place a framework for disclosure of
events and information to the stock exchanges, in line with the requirements prescribed under
Regulation 30 of the Listing Regulations and to ensure that such information is disclosed to the Stock
Exchanges in a timely and transparent manner.

CODEOFCONDUCT

Details of the Company''s Code of Conduct for members of its Board and for Senior Management
Personnel framed in terms of Regulation 17(5) of the Listing Regulations have been included in the
Corporate Governance Report forming part of the Annual Report.

All Board members and Senior Management personnel have affirmed compliance with the code of
conduct for FY 2023-2024. A declaration to this effect signed by the Whole-time Director of the
Company is included in this Annual Report.

CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY
DESIGNATED PERSONS AND CODE OF PRACTICES AND PROCEDURES FOR FAIR
DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

With an aim to guard the interest of general investors, your Company has laid down a ''Code of
Conduct to regulate, monitor and report trading by Designated Persons'' which is applicable to all the
Promoters, Directors and such other persons defined as designated persons and to their immediate
relatives as well.

Your Company has adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information. This Code lays down principles and practices to be followed by the
Company with respect to adequate and timely disclosure of unpublished price sensitive information.

ANNUAL RETURN

The Annual Return as required under Section 134(3)(a) read with Section 92(3 ) of the Companies Act,
2013, is placed on the Company''s website and is available on the weblink: http://www.steptwo.in

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT OF THE
DIRECTORS ON CORPORATE GOVERNANCE

Pursuant to the Listing Regulations, a separate section titled ''Corporate Governance'' has been
included in this Annual Report, along with the Reports on ''Management Discussion and Analysis'' and
''General Shareholder Information''.

CFO CERTIFICATION

In terms of Regulation 17(8) read with Schedule II Part B of the Listing Regulations, a certificate from
the Chief Financial Officer of the Company addressed to the Board of Directors, inter alia, confirming
the correctness of the financial statements and cash flow statements for the Financial Year ended 31st
March, 2024, adequacy of the internal control measures and reporting of matters to the Audit
Committee, is provided elsewhere in this Annual Report.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed
Mr. Navneet Jhunjhunwala of M/s N.Jhunjhunwala & Associates, a firm of Company Secretaries in
Practice (FCS No.6397, CP No.5184) to undertake the Secretarial Audit of the Company. The
Secretarial Audit Report is annexed herewith. The same does not contain any qualification,
reservation or adverse remark or disclaimer.

COMMITTEES OF BOARD OF DIRECTORS

The Board has seven Committees out of which five have been mandatorily constituted in compliance
with the requirements of Companies Act, 2013 and Listing Regulations and two non-mandatory
Committees have been constituted. The Board has constituted following Committees to deal with
matters and to monitor activities falling within their respective terms of reference:-

Mandatory Committees

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Risk Management Committee

Non-mandatory Committees

- Share Transfer Committee

Details of composition of the above Committees, their terms of reference, number of meetings held
during the year, attendance therein and other related aspects are provided in the Corporate
Governance Report forming part of the Annual Report. There has been no instance where the Board
has not accepted the recommendations of its Committees.

COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING
STANDARDS

During the Financial Year 2023-24, the Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India and approved by the Central
Government under Section 118(10) of the Companies Act, 2013. In the preparation of the Financial
Statements, the Company has also applied the Indian Accounting Standards (Ind AS) specified under
Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules,
2015.

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

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy
on prevention, prohibition & redressal of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and the rules made there under. During the financial year 2023-24,
the Company has not received any complaints of sexual harassment.

ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude to the Company''s clients, Bankers, Business Associates,
Shareholders, well wishers and employees, for their valued and timely support and advice to your
company during the year & look forward to their continued support.

Regd. Office: For and on behalf of the Board

“Avani Signature”

^91A/1, ^{Park Street} Anuj Agarwal Anup Chattopadhyay

^{7th Floor}, Managing Director Director

^Kolkata - ⁷⁰⁰ 016 DIN: 02984121 DIN: 10042485

Date: 15.05.2024

---

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting the Twenty first Annual report on the business and if together with Audited statements of accounts for the year ended 31st

FINANCIAL HIGHLIGHTS

The summarised financial results of the Company are given here under:

Current Previous year YEAR (Rs.) (Rs.)

Profit before Interest, Depreciation & taxes 2,26,304 3 12 698

Less: Finance Charges 2 300 _

Profit / (Loss) before Depreciation & Taxes 2,24,004 3 12 698

Less: Depreciation 1,43,067 1,02,620

Profit/(Loss) Before Provision & Taxes 80,937 2 10 078

Curren,Tax 37,216 51,634

Add/(Less): Deferred Tax (4 398) 3 175

Income Tax for the previous year 5 243

Profit/Loss) after Tax 34.080 1 61619

Transfer-to Reserve Fund 6,816 32 324

Balance brought forward from (22,60,861) (23,90 157) last year

Balance Carried to Balance Sheet (22,33,598) (22 60 861)

DIVIDEND

With a view to conserving resources and building up reserves, your Directors do not recommend payment of Dividend for the year.

STATE OF COMPANY AFFAIRS

Your directors are hopeful that the performance of the Company will improve in the coming year

FUTURE OUTLOOK

The general business conditions affecting business are expected to remain stable and company is expected to perform well.

DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section 73 of the Companies Act. 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER TO RESERVES

An amount of Rs. 6,816/- has been transferred to the Reserve Fund,

MEETINGS OF BOARD OF DIRECTORS

During the financial year ended 31st March, 2015, 8 Board Meetings were held on 30th April, 2014, 21st May, 2014,30th June'2014, 31st July, 2014, 31st October, 2014,31st January,2015,5th February, 2015, and 10th March,2015.The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Interned Control System, which has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations and for ensuring reliability of financial reporting.

AUDITORS AND AUDITORS' REPORT

Auditors' Report contains no remark requiring explanation.

At the 20th Annual General meeting held on September 30, 2014, the members had appointed M/s Agrawal Singhania & Co., Chartered Accountants, Kolkata, having registration number 323512E as the statutory auditors of the Company for a period of 5 years upto March 31, 2019, subject to them ratifying the said appointment at every AGM. The Company has received a confirmation from M/s Agrawal Singhania & Co., Chartered Accountants, to the effect that their appointment, if made, at the ensuing AGM would be in terms of Sections 139 and 141 of the Companies Act, 2013 and rules made there under. The board proposes to the members to ratify the said appointment of M/s Agrawal Singhania & Co., Chartered Accountants.

DIRECTORS

Ms. Mamta Sharma was appointed as Additional Director of the Company on 5th February, 2015 by the Board of Directors and her appointed is recommended to be confirmed by the shareholders in the forthcoming Annual General Meeting.

Mr.Basant Kumar Agarwal was appointed as Chief Financial Officer (Key Managerial Personnel) of the Company on 5th February, 2015 by the Board of Directors.

Ms. Mamta Sharma was appointed as Company Secretary (Key Managerial Personnel) on 20th May, 2015 by the Board of Directors.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

Since the Company is a Non Banking Finance Company, the disclosure regarding particulars of loans given, guarantees given and security provided is exempt under the provisions of Section 186 (11) of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no related party transactions during the year,the particulars of contract or arrangements entered into by the Company with Related parties as per Section 188(1) of the Companies Act, 2013 in Form AOC-2 prescribed under the Companies (Accounts) Rules, 2014 is not applicable.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

No significant material orders has been passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

PARTICULARS OF EMPLOYEES

The Company did not have any employee during the financial year, hence disclosure under Section 197 of the Companies Act, 2013, read with Rule 5{2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

The company has no activity relating to conservation of energy or technology absorption, hence, the details as required to be furnished in this report as per the provision of Section 134 (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are not applicable. FOREIGN EXCHANGE EARNING & OUTGO There were no foreign exchange earning and outgo during the year,

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, the Directors hereby confirm that:-

(i) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards, have been followed and there are no material departures from the same;

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

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

(iv) the Directors have prepared the annual accounts of the Company on a 'going concern' basis,

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

(vi) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

RISK MANAGEMENT POLICY

The Company has a defined Risk Management framework to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

EXTRACT OF THE ANNUAL RETURN

Extract of the Annual Return as on the financial year ended 31st March, 2015 in Form MGT 9 is annexed hereto and forms a part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT OF THE DIRECTORS ON CORPORATE GOVERNANCE

In accordance with Clause 49 of the listing agreements, the Management Discussion and Analysis Report and the Report of the Directors on Corporate Governance together with a certificate from the Statutory Auditors, in compliance with clause 49 of the Listing Agreement, is attached as part of this report.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Navneet Jhunjhunwala of M/s N.Jhunjhunwala & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith.

ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude to the Company's clients, Bankers, Business Associates, Shareholders, well wishers and employees, for their valued and timely support and advice to your company during the year & look forward to their continued support.

Place : Kolkata For and on behalf of the Board Dated : 20.05.2015 Bhola Nath Manna Sanjay Agarwal Directors

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twentieth Annual report on the business and operations of the Company together with Audited statements of accounts for the year ended 31 st March, 2014. FINANCIAL HIGHLIGHTS:

The summarised financial results of the Company are given here under:

Current Previous YEAR YEAR Rs. Rs.

Profit before Interest, Depreciation & taxes 3,12,698 4,14,348

Less: Finance Charges — 21,584

Profit/(Loss) before Depreciation & Taxes 3,12,698 3,92,764

Less: Depreciation 1,02,620 1,14,915

Profit/(Loss) Before Provision & Taxes 2,10,078 2,77,849

Current Tax 51,634 36,446

Add/(Less): Deferred Tax (3,175) (2,655)

Income Tax for the previous year — —

Profit/(Loss) after Tax 1,61,619 2,38,748

Transfer to Reserve Fund 32,324 47,750

Balance brought forward from last year (23,90,157) (25,81,155)

Balance Carried to Balance Sheet (22,60,861) (23,90,157)

DIVIDEND

With a view to conserving resources and building up reserves, your Directors do not recommend payment of Dividend for the year.

OPERATING PERFORMANCE

During the year under review, your Company has posted a net profit of Rs.2.10 Lacs compared to previous year Rs.2.78 Lacs mainly on account of declining interest rate.

The year 2013-2014 witnessed high inflationary conditions backed by poor industrial growth which led - to a decline in the return on financial market instruments thereby adversely affecting the revenues of most NBFCs. Your directors are optimistic that with a change in political powers in the country and an emphasis on industrial growth, the revenues of the company are sure to rise in the near future.

DIRECTORS

Shri Bhola Nath Manna retires from office by rotation, and being eligible offers himself for reappointment. The particulars in respect of the retiring Director are furnished in the Corporate Governance report forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT Your Directors confirm that:

1. In the preparation of the annua! accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

2. Your directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so. as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the company for that period.

3. Your 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, and

4. Your directors have prepared the accompanying Annual Accounts on a going concern basis.

AUDITORS

M/s Agrarwal Singhariia & Co., Chartered Accountants, Kolkata, statutory Auditors of your Company hold office till the conclusion of the 20th Annual General Meeting and are recommended for re- appointment. The Company has received a certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under section 224(1C) of the Companies Act, 1956.

SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate as required under Section 383A of the Companies Act, 1956 issued by a Practising Company Secretary, is enclosed and forms part of this report.

PERSONNEL

During the year, no employee was in receipt of remuneration of or in excess of the amount prescribed under section 217 (2 A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

A detailed report on the corporate governance together with a certificate from the Statutory Auditors, in compliance with clause 49 of the Listing Agreement, is attached as part of this report Compliance reports in respect of all laws applicable to the Company have been reviewed by the Board of Directors.

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

Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988:

1. Part A and B. pertaining to conservation and technology absorption are not applicable to the company.

2. Foreign Exchange earnings and outgoes: NIL

ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude to the Company's clients, Bankers, Business Associates, Shareholders, well wishers and employees, for their valued and timely support and advice to your company during the year & look forward to their continued support.

Place: Kolkata For and on behalf of the Board

Dated: 30.04.2014 Bhola Nath Manna Sanjay Agarwal Directors

---

Mar 31, 2013

The Directors have pleasure in presenting the Nineteenth Annual report on the business and operations of the Company together with Audited statements of accounts for the year ended 31st March, 2013. FINANCIAL HIGHLIGHTS: The summarised financial results of the Company are given here under: Currept, Previous YEAR YEAR Rs. Rs.

Profit before Interest, Depreciation & taxes 4,14,348 9,05,240

Less: Finance Charges 21,584

Profit/ (Loss) before Depreciation & Taxes 3,92,764 9,05,240

Less: Depreciation 1,14,915 1,15,136

Profi»/(Loss) Before Provision & Taxes 2,77,849 7,90,104

CurrentTax 36,446 2,40,336

Add/(Less): Deferred Tax (2,655) 12,024

Income Tax for the previous year

Profit/(Loss) after Tax 2,38,748 5,62,505

Transfer to Reserve Fund 47,750 1,12,501

Balance brought forward from last year (25,81,155) (30,31,159)

Balance Carried to Balance Sheet (23,90,157) (25,81,155)

MVIPEWP

The Company''s Dividend policy is based on the need to balance the objectives of rewarding the shareholders with Dividend and retaining the earned surplus to support future growth and healthy Capital Adequacy Ratio. With a view to conserving resources and building up reserves, your Directors do not recommend payment of Dividend for the year.

OPERATING PERFORMANCE

During the year under review, your Company has posted a net profit of Rs.2.78 Lacs compared to previC4isyearRs.7.9I^KsmainlyonaccountofdecIininginterestrate.

The year 2012-2013 witnessed a dicline in the prevalent market rates of interest thereby affecting the company''s profitability adversely. Your Directors expect brighter days ahead since interest rates are expected to stabilise durinq the next fiscal year.

DIRECTORS

Shri Bhola Nath Manna retires from office by rotation, and being eligible offers himself for reappointment. The particulars in respect of the retiring Director are furnished in the Corporate Governance report forming part of the Annual Report. DIRECTORS RESPONSIBILITY STATEMENT Your Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

2. Your 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 ofaffairsofthe Company at theend ofme financial yearand of the Profit of thecpmpanyfor thatperiod.

3. Your 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, and

4. Your directors have prepared the accompanying Annual Accounts on a going concern basis. AUDITORS

M/s Agrarwal Singhania & Co., Chartered Accountants, Kolkata, statutory Auditors of your Company hold office till the conclusion of the 19th Annual General Meeting and are recommended for re- appointment. The Company has received a certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under section 224( 1C) of the Companies Act, 1956.

SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate as required under Section 383A of the Companies Act, 1956 issued by a PractisingCompany Secretary, is enclosed and forms part of this report

PERSONNEL

During the year, no employee was in receipt of remuneration of or in Excess of the amount prescribed under section 217(2A) of the Companies Act,1956.

CORPORATE GOVERNANCE

A detailed report on the corporate governance together with a certificate from the Statutory Auditors, in compliance with clause 49 of the Listing Agreement, is attached as of this report Compliance reports in respect of all laws applicable to the Company have been reviewed by the Board of Directors.

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

Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of the Boardof Directors) Rules, 1988:

1. Part A and B pertaining to conservation and technology absorption are not applicable to the company.

2. Foreign Exchange earnings and outgoes: NIL ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude to the Company''s clients, Bankers, Business Associates, Shareholders, well wishers and employees, for their valued and timely support and advice to your company during the year & look forward to their continued support, i

Place: Kolkata For and on behalf of the Board

Dated: 30.04.2013 Bhola Nath Manna

Sanjay Agarwal Directors

---

Mar 31, 2011

The Directors have pleasure in presenting the Seventeenth Annual report on the business and operations of the Company together with Audited statements of accounts for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS:

The summarised financial results of the Company are given here under.

CURRENT PREVIOUS

YEAR YEAR

Rs. P. Rs. p.

Profit before Interest, Depreciation & taxes 3,31,419 (24,39,523)

Less: Finance Charges (21,439)

Profit/(Loss) before Depreciation & Taxes 3,31,419 (24,6.0,962)

Less: Depreciation (68,965) (1,09,351)

Profit/(Loss) Before Provision & Taxes 2,62,454 (25,70,313)

Current Tax (81,717) (9,694)

Deferred Tax 6,558 1,8l6

Income Tax for the previous year (1,48,980)

Profii/(Loss) after Tax 38,315 (25,78,191)

Transfer to Reserve Fund

Balance brought forward from last year (30,69,474) (4,91,283)

Balance Carried to Balance Sheet (30,31,159) (30,69,474)

DIVIDEND

The Company's Dividend policy, is based on the need to balance .the. objectives of .the shareholders with Dividend and retaining the earned surplus to support future growth and healthy Capital Adequacy Ratio. With a view to conserving resources and building up reserves, your Directors do not recommend payment of Dividend for the year.

OPERATING PERFORMANCE

During the year under review, your Company has posted a net profit of Rs. 2.62 Lacs compared to previous year net loss of 25.70 Lacs mainly on account of rising interest rates and a boom in the capital market.

The year 2010-2011 witnessed an increase in the prevalent market rates of interest thereby giving boost to the company's profitability. Your Directors expect brighter days ahead since interest rates are expected to rise further during the next fiscal year. '

DIRECTORS

Shri Anup Fatehpuria retires from office by rotation, and being eligible offers himself for reappointment. The particulars in respect of the retiring Director are furnished in the Corporate Governance report forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been

followed and that no material departures have been made from the same. H) Your 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 at the end of the financial year and of the Profit of the company for that period. iii) Your 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, and iv) Your directors have prepared the accompanying Annual Accounts on a going concern basis.

AUDITORS

M/s Agrawal Singhania & Co., Chartered Accountants, Kolkata, statutory Auditors of your Company hold office till the conclusion of the 15th Annual General Meeting and are recommended for re- appointment. The Company has received a certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under section 224( 1C) of the Companies Act, 1956.

PERSONNEL

During the year, no employee was in receipt of remuneration of or in excess of the amount prescribed undersection217(2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

A detailed report on corporate governance together with a certificate from the Statutory Auditors, in compliance with Clause 49 of the Listing Agreement, is attached as part of this report. Compliance reports in respect of all laws applicable to the Company have been reviewed by the Board of Directors.

INFORMATION AS PER SEC 217(1) (e) OFTHE COMPANIES ACT 1956 Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988:

1. Part A and B pertaining to conservation and technology absorption are not applicable to the company.

2. Foreign Exchange earnings and outgoes: NIL

ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude to the Company's clients, Bankers, Business Associates, Shareholders, well wishers and employees, for their valued and timely support and advice to your company during the year & look forward to their continued support.

For and on behalf of -the Board

Bhola Nath Manna

Place: Kolkata Shankar Das Gupta

Dated: 30th day of April, 2011 Executive Directors

---

Mar 31, 2010

The Directors have pleasure in presenting the Sixteenth Annual report on the business and operations of the Company together with Audited statements of accounts for the year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS:

The summarised financial results of the Company are given here under.

CURRENT PREVIOUS

YEAR YEAR

Rs. P. Rs. P.

Profit before Interest, Depreciation & taxes (24,39,523) 15,98,290

Less: Finance Charges (21,439) (12,77,162)

Profit/ (Loss) before Depreciation & Taxes (24,60,962) 3,21,128

Less: Depreciation (1,09,351) (1,27,956)

Profi1/(Loss) Before Provision &Taxes (25,70,313) 1,93,172

Current Tax 9,694 40,226

Add-DeferredTax (1,816) (26,796)

Income Tax for the previous year - 3,557

Profit /(Loss) after Tax (25,78,191) 1,76,185

Transfer to Reserve Fund - 35,237

Balance brought forward from last year (4,91,283) (6,32,231)

Balance Carried to Balance Sheet (30,69,474) (4,91,283)

DIVIDEND

In view of the loss for the year, your Directors do not recommend any dividend.

OPERATING PERFORMANCE

The year witnessed turbulent Indian capital markets, and as a result, the company suffered major losses from stock trading and Investment business. In view of the uncertainties of the Capital Market and the risky nature of this business, your Directors have identified financing to SME as the thrust area and in keeping with this objective; the allocation towards financing of SME was increased almost 2.13 times the year. During the current financial, the company in keeping with its focus had deployed additional funds towards SME financing.

DIRECTORS

Shri Sanjay Agarwal retires from office by rotation, and being eligible offer himself for reappointment. The particulars in respect of the retiring Directors are furnished in the Corporate Governance report forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that

i) In the preparation of the annual accounts, the applicable accounting standards have been - followed and that no material departures have been made from the same.

ii) Your 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 at the end of the financial year and of the Profit of the company for that period.

iii) Your 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, and

iv) Your directors have prepared the accompanying Annual Accounts on a going concern basis.

AUDITORS

M/s Agrawal Singhania & Co., Chartered Accountants, Kolkata, statutory Auditors of your Company hold office till the conclusion of the 16th Annual General Meeting and are recommended for re-appointment.

The Company has received a certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under section 224(1C) of the Companies Act, 1956.

PERSONNEL

During the year, no employee was in receipt of remuneration of or in excess of the amount prescribed under section 217(2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

A detailed report on the corporate governance together with a certificate from the Statutory Auditors, in compliance with clause 49 of the Listing Agreement, is attached as part of this report

Compliance reports in respect of all laws applicable to the Company have been reviewed by the Board of Directors.

INFORMATION AS PER SEC 217(l)(e) OF THE COMPANIES ACT 1956

Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988:

1. Part A and B pertaining to conservation and technology absorption are not applicable to the company.

2. Foreign Exchange earnings and outgoes: NIL

ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude to the Companys clients, Bankers, Business Associates, Shareholders, well wishers and employees, for their valued and timely support and advise to your company during the year & look forward to their continued support.

For and on behalf of the Board

Raj Kumar Agarwal

Place : Kolkata Ashok Kumar Sharma

Dated :30th day of April, 2010 Directors