Directors Report of Ushakiran Finance Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the Thirty Eighth Annual Report on
the business of your company, together with the Audited Financial Statements
of the Company for the year ended 31^st March, 2024 along with Auditors'' Report
thereon.

1. FINANCIAL HIGHLIGHTS (Rs. In lakhs)

Particulars	2023-2024	2022-2023
Gross income	45.91	40.26
Profit/(Loss) before Depreciation, Finance Costs and Tax	22.93	13.04
Depreciation	4.35	6.01
Finance costs	—	—
Profit/(Loss) before tax	18.58	7.03
Current Tax	0.02	2.04
Deferred Tax	10.40	(8.54)
Net Profit/(Loss)	8.16	13.53

2. OPERATING RESULTS

Your company has generated total Gross Income of Rs.45.91 lakhs during the
financial year 2023-2024 as against Rs. 40.26 lakhs during the financial year
2022-2023 and has earned a net profit of Rs.8.16 lakhs as against profit of
Rs.13.53 lakhs respectively as per Indian Accounting Standards (Ind AS).

3. DIVIDEND

With a view to conserve resources for long term needs of the Company and
inadequate profits, your directors do not recommend any dividend for the
Financial Year 2023-2024.

4. TRANSFER TO RESERVE

The Company did not transfer any amount to the General Reserve for the
Financial Year ended 31^st March, 2024.

5. CHANGE IN THE NATURE OF BUSINESS

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

6. CHANGES IN THE SHARE CAPITAL

The paid up share capital of the company as on 31^st March, 2024 is
Rs.2,54,45,000/- consisting of 25,44,500 Equity Shares of Rs.10/- each. During
the year under review, the company has not issued any fresh shares.

7. DIRECTORS

During the year under review, Sri. T R. Sekhar, Director will retire at the ensuing
Annual General Meeting and being eligible offers himself for re-appointment
and the Board recommends his reappointment.

Further the second term tenure of Sri. PR.K. Murthy and Smt. S. Jhansi Kumari,
Independent Director(s) of the company comes to an end as at 26.9.2024 and
as such the board based on the recommendation of Nomination and
Remuneration Committee recommend the appointments of Sri. T Govardhana
Rao and Ms. Sridevi Madati as Independent Director(s) of the company for a
period of five consecutive years with effect from 27.9.2024 to 26.9.2029 subject
to the approval of members at the ensuing AGM of the company.

All the Independent Directors of your Company have given declarations under
Section 149 (7) of the Companies Act, 2013, that they meet the criteria of
independence as laid down under Section 149 (6) of the Companies Act, 2013
and the Rules made there under and also as per applicable regulations of the
SEBI (LODR) Regulations, 2015. Further, they have also confirmed that they
are not aware of any circumstances or situations, which exist or may be
reasonably anticipated, that could impair or impact their ability to discharge
the duties with an independent judgment and without any external influence.
None of the Directors are disqualified from being appointed or holding office
as Directors, as stipulated under Section 164 of the Companies Act, 2013.

8. BOARD MEETINGS

During the financial year 2023-2024, Five Board Meetings were properly
convened and held on 30^th May, 2023, 14^th August, 2023, 10^th November, 2023,
9^th February, 2024 and 30^th March, 2024. The intervening gap between the
Meetings was within the period prescribed under the Companies Act, 2013
and the SEBI (LODR) Regulations, 2015.

9. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board has
carried out the annual performance evaluation of the Board and has carried
out the annual performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit, Nomination
and Remuneration and all other committees.

A structured questionnaire was prepared after taking into consideration inputs
received from the Directors, covering various aspects of the Board''s functioning
such as adequacy of the composition of the Board and its Committees, board
culture, execution and performance of specific duties, obligations and
governance.

A separate exercise was carried out to evaluate the performance of individual
Directors, who were evaluated on parameters such as level of engagement
and contribution, independence of judgment, safeguarding the interest of your
Company and its minority shareholders etc., The performance evaluation of
the Independent Directors was carried out by the entire Board, excluding the
Independent Director being evaluated.

In a separate meeting of Independent Directors, performance of
Non-Independent Directors, the Board as a whole and the Chairman of your
Company was evaluated, taking into account the views of the Manager & Non¬
Executive Directors. The Nomination and Remuneration Committee reviewed
the performance of individual directors on the basis of criteria such as the
contribution of the individual director to the Board and Committee meetings
like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings etc.,

10. FAMILIARIZATION PROGRAMMES IMPARTED TO INDEPENDENT
DIRECTORS

The Members of the Board have been provided opportunities to familiarize
themselves with the Company, its Management and its operations. All the
Independent Directors of the Company are made aware of their roles and
responsibilities at the time of their appointment through a formal letter of
appointment, which also stipulates various terms and conditions of their
engagement. Manager and Senior Management provide an overview of the
operations and familiarize the Directors with matters related to the Company''s
values and commitments. They are also introduced to the organization structure,
constitution of various committees, board procedures etc.,

11. KEY MANAGERIAL PERSONNEL

The Board designated the following as Key Managerial personnel of the
Company under the provisions of the Companies Act, 2013:

Mr. Omprakash Koyalkar - Manager

Mr. T. Ramesh Babu - Chief Financial Officer

Mrs. Sanjana Jain - Company Secretary and Compliance officer

There were no changes in the office of Key Managerial personnel of the company
during the year 2023-2024. The Board at its meeting held on 25.5.2024, has
reappointed Mr. Omprakash Koyalkar, as Manager of the Company for a period
of three years with effect from 10.7.2024, as per the recommendation of
nomination and remuneration committee and subject to the approval of
members at the ensuing Annual General Meeting of the company.

12. NAMES OF THE COMPANIES WHICH HAVE BECOME/CEASED TO BE
SUBSIDIARIES, JOINT VENTURES ORASSOCIATE COMPANIES DURING THE YEAR
The Company did not have any subsidiaries, associates or joint ventures
during the year.

13. FIXED DEPOSITS

The Company has not accepted any Fixed Deposits and as such no principal
or interest was outstanding as on the date of the balance sheet.

14. SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS

There are no significant material orders passed by the regulators or courts
which would impact going concern status and its operations in future.

15. ADEQUACY OF INTERNAL FI NANCIAL CONTROLS WITH REFERENCE TO
THE FINANCIAL STATEMENTS

The Company has in place proper and adequate internal control systems
commensurate with the nature of its business and size and complexity of its
operations. Internal control systems comprising of policies and procedures
designed to ensure reliability of financial reporting, timely feedback, compliance
with policies, procedures, applicable laws and regulations. The Company is
following all the applicable Accounting Standards (Ind As) for properly
maintaining the books of accounts and reporting financial statements. The
Audit committee actively reviews the adequacy and effectiveness of the Internal
Financial control and suggests the improvements for the same.

16. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134 (3) (c) and read with Section
134 (5) of the Companies Act, 2013, in respect of Directors'' responsibility
statement, Your Directors state that:

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

(ii) Appropriate accounting policies had been selected 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 31^st March, 2024 and of the
Profit and Loss of the Company for that period;

(iii) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a going concern basis;

(v) Internal financial controls have been laid down to be followed by the
company and that such internal financial controls are adequate and
were operating effectively, and

(vi) That proper systems have been devised to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.

17. AUDITORS

M/s. NSVR & Associates LLP, Chartered Accountants, Hyderabad (ICAI Firm
Registration No. 008801S/S200060), were appointed as statutory auditors of
the Company for a period of 5 years at the 36^th Annual General Meeting held on
28^th September, 2022, till the conclusion of 41^st Annual General Meeting.

The Statutory Auditors'' were present in the last AGM held on 27^th September,
2023.

18. AUDITORS'' REPORT

There are no qualifications, or adverse remarks made by M/s. NSVR &
Associates LLP, Chartered Accountants, Statutory Auditors'' in their report for
the Financial Year ended 31^st March, 2024.

The Statutory Auditors have not reported any incident of fraud to the Audit
Committee of the Company under sub-section (12) of section 143 of the
Companies Act, 2013, during the year under review.

19. SECRETARIAL AUDITORS

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 reappointed M/s. P.S. Rao & Associates, a
firm of Practicing Company Secretaries to undertake the Secretarial Audit of
the Company. The Secretarial Audit report for the financial year 2023-2024
is annexed herewith as Annexure - I to this Report.

20. SECRETARIAL AUDIT REPORT

There are no qualifications, reservations or adverse remarks made by M/s.
P.S. Rao & Associates, Practicing Company Secretaries in their report for
the financial year ended 31^st March, 2024.

21. INTERNAL AUDITORS

The Board on the recommendations of the Audit Committee has appointed
M/s. Suresh and Babu, Chartered Accountants as internal auditors of the
Company. The Internal Auditors are submitting the reports on quarterly
basis.

22. AUDIT COMMITTEE

The audit committee of the Company is constituted in line with the provisions
of Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with Section 177 of the Companies Act, 2013. During
the year, the board has reconstituted the composition of the audit committee
of the company.

The following is the composition of Audit Committee as at 31^st March, 2024:

1. Mr. P.R.K. Murthy, Chairman

2. Mrs. S. Jhansi Kumari

3. Mr. T. Adinarayana

All the recommendations made by the Audit Committee of the Company
have been considered and accepted by the Board of Directors of the
Company.

23. NOMINATION AND REMUNERATION COMMITTEE

The following is the constitution of Nomination and Remuneration
Committee as at 31^st March, 2024:

1. Mr. PR.K. Murthy, Chairman

2. Mrs. S. Jhansi Kumari

3. Mr. T R. Sekhar

The Nomination and Remuneration Committee has been constituted to
recommend a policy of the company on directors'' appointment and
remuneration, including criteria for determining qualifications, positive
attributes, independence of director and other matters and to frame proper
systems for identification, appointment of Directors and KMPs, payment of
remuneration to them and evaluation of their performance and to recommend
the same to the board from time to time and any other function as may be
mandated by the Board or stipulated by the Companies Act, 2013, SEBI, Stock
Exchanges or any other regulatory authorities from time to time. The policy is
also posted on the company''s website www.uflfinance.com.

24. STAKE HOLDERS RELATIONSHIP COMMITTEE

The following is the composition of Stake Holders Relationship Committee as
at 31^st March, 2024:

1. Mr. PR.K. Murthy, Chairman

2. Mrs. S. Jhansi Kumari

3. Mr. T. Adinarayana

The Committee focuses on shareholders'' grievances and strengthening of
investor relations. The committee looks after the services of the Registrars
and share transfer agents and recommends measures for providing efficient
services to investors. The Committee specifically looks into investor complaints
like transfer/transmission/transposition of shares, and other related issues.
There were no complaints pending for redressal as at 31^st March, 2024.

25. CORPORATE SOCIAL RESPONSIBILITY

The Company was not required to constitute Corporate Social Responsibility
(CSR) Committee as the company has not met any of the thresholds mentioned
in section 135 of the Companies Act, 2013 during the financial year under
review. Hence reporting about the policy on Corporate Social Responsibility
and initiatives taken are not applicable to the company.

26. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the company have met separately on 30^th March,
2024 inter-alia, reviewed the performance of the Chairman, Non Independent
Directors and Manager. The Independent Directors in the said meeting also
assessed the quality, quantity and timeliness of flow of information between
the Company Management and the Board to effectively and reasonably perform
its duties.

27. RISK MANAGEMENT POLICY

The Company has developed and is implementing a risk management policy
which includes the identification therein of elements of risk, which in the opinion
of the board may threaten the existence of the Company.

28. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES OF THE COMPANY

Pursuant to the applicable provisions of the Companies Act, 2013 and applicable
Regulations of SEBI (LODR) Regulations, 2015, a Vigil Mechanism for directors
and employees to report genuine concerns has been established.

The Company has a Whistle Blower Policy to deal with instances of fraud and
mismanagement, if any in the Company. The Vigil Mechanism/Whistle Blower
policy may be accessed on the Company''s website at www.uflfinance.com.

29. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has adopted a Policy on Prevention, Prohibition and Redressal
of Sexual Harassment at workplace as per the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules made thereunder. The policy aims to provide protection
to employees at the work place and prevent and redress complaints of sexual
harassment and for matters connected or incidental thereto, with the objective
of providing a safe working environment, where employees feel secure.

Particulars	FY 2023-24	FY 2022-23
Total Complaints reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH)	Nil	Nil
Complaints on POSH as a % of female employees / workers	Nil	Nil
Complaints on POSH upheld	Nil	Nil

During the financial year 2023-2024, the Company has not received any
complaint of sexual harassment against any employees of the Company.

30. ANNUAL RETURN

As required pursuant to Section 92(3) read with section 134 (4)(a) of the
Companies Act, 2013, a copy of the Annual Return of the Company has been
placed on the Website of the Company at www.uflfinance.com.

31. RELATED PARTY TRANSACTIONS

As a matter of policy, your company carries out transactions with related parties
on an arms-length basis. Disclosures as required under form AOC-2 are
annexed as Annexure - II and also contained in Notes to Financial Statements.
There are no materially significant related party transactions made by the
company with promoters, directors, key managerial personnel which may have
a potential conflict with the interests of the company at large, except payment of
remuneration to Key Managerial Personnel. The policy on the related party
transactions is also posted at the Company''s website www.uflfinance.com.

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company being a non banking finance company registered with Reserve
Bank of India, mainly deals in the business of Investments and financing
activities, is exempt from complying with the provisions of Section 186 of the
Companies Act, 2013. Accordingly, the disclosures of the loans given and
Investments made as required under the aforesaid section have not been
given in this report. However, information regarding loans and investments
are detailed in the notes to the financial statements.

33. LISTING OF EQUITY SHARES

Your company shares are listed with the BSE Limited. The listing fee has been
paid for the financial year 2024-2025.

34. CORPORATE GOVERNANCE

Since the paid up capital of the company is less than Rs.10 Crores and the net
worth of the Company is less than Rs.25 Crores, the provisions of Regulations
17,17A,18, 19,20,21,22,23,24,24A,25,26,27 and clauses (b) to (i) and (t) of
sub-regulation 2 of Regulation 46 and para C, D & E of Schedule V of the
Securities and Exchange Board of India (Listing Obligations and Disclosures
Requirements) Regulations, 2015, are not applicable to the Company, hence
corporate governance report has not been enclosed to directors report.

35. INSIDER TRADING REGULATIONS

The Company has adopted an ''Internal Code of Conduct'' for Regulating,
Monitoring and Reporting of Trades by Insiders (“the Code”) in accordance
with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT
Regulations).

The Code is applicable to all Directors and such Designated Employees and
other connected persons who are expected to have access to unpublished
price sensitive information relating to the Company. The Company Secretary is
the Compliance Officer for monitoring adherence to the SEBI (Prohibition of
Insider Trading) Regulations, 2015.

The Company has also formulated ''The Code of Practices and Procedures for
Fair Disclosure of Unpublished Price Sensitive Information (UPSI)'' in
compliance with the PIT Regulations. This Code is displayed on the Company''s
website viz., www.uflfinance.com.

36. DECLARATION OF COMPLIANCE OF CODE OF CONDUCT

The Company has adopted a Code of Business Conduct (the Code) which
applies to all the employees and Directors of the Company. Under the Code, it
is the responsibility of all the employees and directors to familiarize themselves
with the code and comply with its standards and that the Board of Directors
and Senior Management Personnel of the Company have affirmed compliance
with the Code of Conduct of the Company for the year 2023-2024. A Declaration
in this regard is annexed as Annexure - III.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Regardless of three turbulent years which perceived a global pandemic, supply
chain disruptions, conflict in Ukraine and elevated interest rates to counter
high inflation, India emerged as the fastest growing major economy of the
world. Notwithstanding conflicts in Europe and Gaza and rising tensions in
West Asia, a global recession that experts thought was imminent has not
occurred. Indeed, the key indicators have turned positive: inflation is falling
across all major countries; unemployment has not risen as economists thought
it would; and the major central banks have put an end to monetary tightening,
though they have not yet begun reducing their key interest rates.

Industry Structure and Developments

Your company is essentially an investment and finance company and registered
with the Reserve Bank of India under the category of Non-Systematically
Important Non-Deposit taking NBFC i.e., Non-Deposit taking NBFC with assets
less than Rs.100 Crores.

NBFCs remain an important constituent of India''s financial sector and continue
to leverage their superior understanding of regional dynamics and customized
products and services to expedite financial inclusion in India. Lower transaction
costs, innovative products, quick decision making, customer orientation and
prompt service standards have differentiated NBFCs from banks. Considering
the reach and expanse of NBFCs, these entities are well-suited to bridge the
financing gap in a large country like India. Systemically important NBFCs have
demonstrated agility, innovation and frugality to provide formal financial services
to millions of Indians.

The global economy in financial year 2023-2024 grappled with slowdown in
economic growth due to persistence of high interest rates, increasing geo¬
political conflicts, sluggish international trade and climate related issues.
Notwithstanding the uncertain global economic backdrop, the Indian economy
continued on its strong growth trajectory in FY24 on the back of some of its key
inherent strengths, viz., macro financial stability (characterised by a steadfast
inflation targeting regime, adherence to fiscal consolidation roadmap,
manageable current account deficit and stable exchange rate along with an
adequate buffer of forex reserves), strong twin balance sheets of banks and
corporates and frontloading of public capex in key sectors.

Opportunities and Threats

The biggest opportunity for the Indian financial system today is the Indian
consumer. Demographic shifts in terms of income levels and cultural shifts in
terms of lifestyle aspirations are changing the profile of the Indian consumer.
Your Company being an investment Company seeks opportunities in the capital
market. The volatility in stock indices in the financial year under report represents
both an opportunity and challenge for the Company. Further the impact of
stress in the NBFC sector spills over to this year as well, it may lead to lower

credit off take from NBFCs, which may dampen growth in consumption
spending. The most significant threat for any lending activity is to constantly
exhibit operational excellence and contain the loss and mitigate the risks.
Business Outlook

The Company is mainly engaged in the business of investment in bodies
corporate in order to yield greater revenue for its stakeholders. The company
is also having exposure to financing.

Risks and areas of concerns

In the normal course of business, finance and investment companies are
exposed to various risks, namely, Credit Risk, Market Risk and Operational
Risk, besides other residual risks such as Liquidity Risk, Interest Rate Risk,
Strategic Risk, etc., any company which is in the business of lending, the entire
proposition of the Company (providing finance to various segments of the
economy) is on the fundamentals of managing the risk rather than avoiding it.
Further the risk of market fluctuations will be a major risk associated with the
company.

As your company''s business is mainly into investment activities, the capital
market developments may affect the gains and profitability of the Company.
The company is also undertaking financing activity and defaults and NPAs may
adversely affect profitability of the Company. The Company continuously
evaluates its investments in investee companies to ensure that the same
meets the objective of ensuring maximization of value to all its stakeholders in
a prudent manner.

Internal Control Systems and Adequacy

The Company has satisfactory internal control system. The adequacy of the
internal control system is reviewed by the Audit Committee of the Board of
Directors. Your Company has taken proper and sufficient care for the
maintenance of adequate accounting records as required by various Statutes.
Internal Auditors, the Audit Committee and Statutory Auditors have full and free
access to all the information and records as considered necessary to carry out
their responsibilities.

Human Resources

The current activities of the company may not require significant human
resources, however to the extent possible requisite personnel have been
engaged to take care of organization need of human resources. The Company
will engage requisite human resource as and when required.

Future Outlook

NBFCs are facing liquidity crisis and that coupled with increasing stress in the
corporate segment warrants caution. I n fact many corporates were dragged to
NCLT under Insolvency and Bankruptcy Code which clearly manifests the stress

the corporates are facing. Further, improvements in the capital markets may
also positively impact the finance and investment companies. However, the
continued deterioration in assets quality and NPA''S are haunting the finance
companies.

PERFORMANCE HIGHLIGHTS:

During the year 2023-2024 the company has earned Gross Income of Rs.45.91
lakhs as against Rs.40.26 lakhs during the financial year 2022-2023 and has
earned a net profit of Rs.8.16 lakhs for financial year 2023-2024 as against
profit of Rs.13.53 lakhs during the financial year 2022-2023 respectively.
Details of Key Financial Ratios:

Sl. No.	Particulars	As at 31.3.2024	As at 31.3.2023	% Change
1	Debtors Turnover	NA	NA	NA
2	Inventory Turnover	NA	NA	NA
3	Interest Coverage Ratio	NA	NA	NA
4	Current Ratio (Current assets/Current liabilities)	24.77	23.46	5.58
5	Debt Equity Ratio	NA	NA	NA
6	Operating Profit Margin (%)(PBIT/Total Revenue)	40.47	21.90	84.80
7	Net Profit Margin (%)(Net Profit/Total Revenue)	17.77	42.16	(57.85)
8	Return on Net Worth (%)(Net Profit/Net Worth)	0.44	1.16	(62.07)

1) The increase in operating margin to PBIT by more than 25% is mainly due to
increase in fair value gains.

2) The decrease in net profit margin is due to increase in fair value gains and
deferred tax.

3) The Decrease in return on net worth is due to increase in deferred tax and
increase in fair value gains and OCI.

i. CAUTIONARY STATEMENT:

Statements in the Management Discussion and Analysis that addresses
expectations about the future, including but not limited to statement about
Company''s strategy for growth, expenditures and financial results are forward
looking statements and these forward looking statements are based on certain
assumptions and expectations of future events. The Company cannot guarantee
that these assumptions and expectations are accurate or will be realized.
Actual results could differ materially from those expressed or implied. Important
factors that could make a difference to the Company''s operations, include
among others, economic conditions affecting demand/supply and price
conditions in global and domestic markets, changes in government regulations,

Tax laws and other statutes and incidental factors.

38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUT GO

The Company has not engaged in any manufacturing activity and thus its
operations are not energy intensive. However, adequate measures are always
taken to ensure optimum utilization and maximum possible saving of energy.
There were no Foreign Exchange earnings and out go during the year.

39. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of employees of the company
is annexed as Annexure - IV.

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company does not have any employee
who is employed throughout the financial year and in receipt of remuneration
of Rs.102 Lakhs or more, or employees who are employed for a part of the year
and in receipt of Rs.8.50 Lakhs or more per month.

40. 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 occurred during and between the end of the
financial year to which the financial statements relate and the date of this
report.

41. BOARD DIVERSITY

The Company has over the years been fortunate to have good people from
diverse fields to serve as Directors on its Board. Pursuant to the SEBI Listing
Regulations, the Nomination & Remuneration Committee of the Board ensured
diversity of the Board in terms of experience, knowledge, perspective,
background, gender, age and culture.

42. REGISTRATION OF INDEPENDENT DIRECTORS IN INDEPENDENT
DIRECTORS DATA BANK

All the Independent Directors of your Company have been registered and are
members of Independent Directors Data bank maintained by the Indian Institute
of Corporate Affairs (IICA).

43. MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the
Central Government under sub-section (1) of section 148 of the Companies
Act, 2013.

44. SECRETARIAL STANDARDS

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

45. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE
YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FI NANCIAL YEAR

No application was made or any proceedings pending under the IBC, 2016
during the year ended on 31^st March, 2024.

46. STATUTORY DISCLAIMER

RBI does not accept any responsibility or guarantee about the present position
as to the financial soundness of the Company or for the correctness of any of
the statements or representations made or opinions expressed by the
Company and discharge of liabilities by the Company.

47. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE
AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF

Not Applicable

48. ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge the continued assistance and co¬
operation extended by various Government Authorities, RBI, SEBI, Stock
Exchange, other regulatory authorities and bankers. The Board expresses its
appreciation of the understanding, dedication and support extended by the
employees of the Company. Your Directors also sincerely acknowledge the
confidence and faith reposed by the shareholders in the Company.

for and on behalf of the Board
(T Adinarayana)

Place : Hyderabad Chairman

Date : 09.08.2024 DIN:00917498

---

Mar 31, 2015

The Directors have pleasure in presenting the Twenty Ninth Annual Report, together with the Audited statements of Accounts of the Company for the year ended 31st March, 2015 along with Auditor's Report thereon:

FINANCIAL HIGHLIGHTS (Rupees in Lakhs)

Particulars 2014-2015 2013-2014

Gross income 15.48 20.46

Profit/(Loss) before Depreciation, 2.15 (104)

Finance Costs, Provisions and Tax

Add/(Less):

Depreciation 1.50 1.30

Finance costs 0.01 0.03

Provision for standard and substandard 2.41 0.33

assets and diminution in value of investments

Excess provision for diminution in (9.20) -

value of Investments written back

Profit/(Loss) before tax 7.43 (2.70)

Taxation (Net) 1.57 0.03

Net Profit/(Loss) 5.86 (2.73)

Profit/(Loss) available for appropriation 5.86 (2.73)

Carried to Statutory Reserve 1.20 -

Surplus/(Loss) carried to Balance Sheet 4.66 (2.73)

OPERATIONS

During the year 2014-2015 the company has earned net profit of Rs.5.86 Lakhs as against loss of Rs.2.73 Lakhs during the year 2013-2014.

CHANGE IN THE NATURE OF BUSINESS:

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

DIRECTORS

Sri. Y. B. K. Murthy, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Pursuant to Sections 149 (6) & 149 (7) of the Companies Act, 2013, the Independent directors of the company gave a declaration that they have complied with the criteria of independence as set out under sub section (6) of section 149 of the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation has been carried out as per the Nomination and Remuneration Policy.

During the year Six Board Meetings were properly convened and held.

KEY MANAGERIAL PERSONNEL

The Company had already appointed Shri. N. Swaroop Kumar, as Manager, Miss. Y Vasavi as Chief Financial Officer and Ms. Akshita Surana as the Company Secretary. The Board designated them as Key Managerial personnel of the Company under the provisions of the Companies Act, 2013.

NAMES OF THE COMPANIES WHICH HAVE BECOME/CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

The Company did not have any subsidiaries, associates or joint ventures during the year.

FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of deposits) Rules, 2014.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE COURTS / REGULATORS /TRIBUNALS IMPACTING GOING CONCERN STATUS AND COMPANY'S OPERATIONS

To the best of our knowledge, the Company has not received any such orders from Regulators, Courts or Tribunals during the year, which may impact going concern status or the company's operations in future.

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

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal control systems comprising of policies and procedures designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, applicable laws and regulations, and that all assets and resources are acquired are used economically.

TRANSFER TO STATUTORY RESERVE

The Company has transferred an amount of Rs. 1,20,000/- towards statutory reserve.

DIVIDEND

In view of accumulated losses, your directors do not recommend any dividend for the Financial Year 2014-2015.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, in respect of Directors' responsibility statement, Your Directors state that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. Appropriate accounting policies had been selected and applied 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 2014-15 and of the profit of the Company for that period;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts for the year 2014-2015 have been prepared on a going concern basis.

v. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively, and

vi. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

AUDITORS

The shareholders in their meeting held on 26th September, 2014 approved the appointment of M/s Janardhan Rao Deshmukh & Co., Chartered Accountants, Hyderabad, as the Statutory Auditors of the Company to hold office till the conclusion of 31st Annual General Meeting subject to ratification of shareholders in every Annual General Meeting. Accordingly, a resolution seeking Members ratification on appointment of M/s. Janardhan Rao Deshmukh & Co., Chartered Accountants, Hyderabad, as the Statutory Auditors of the Company for the financial year 2015-16 is included at item No.3 of the Notice convening the Annual General Meeting, as required under clause 49 of the Listing Agreement.

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. PS. Rao & Associates a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure I to this Report.

INTERNAL AUDITORS

The Board on the recommendations of the Audit Committee have appointed M/s. Suresh and Babu, Chartered Accountants as internal auditors of the Company.

AUDIT COMMITTEE

The following is the composition of Audit Committee as at 31st March, 2015:

1. Sri. P.R.K. Murthy

2. Mrs. S. Jhansi Kumari

3. Sri.Y.B.K. Murthy

NOMINATION AND REMUNERATION COMMITTEE

The following Is the composition of Nomination and Remuneration Committee as at 31st March, 2015:

1. Sri. P.R.K. Murthy

2. Mrs. S. Jhansi Kumari

3. Sri.Y.B.K. Murthy

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The terms of reference of the Nomination and Remuneration Committee includes the following:

To identify and recommend to the Board, in accordance with the criteria as laid down, for appointment/reappointment/removal of the Executive/Non- Executive Directors and the senior management of the Company;

To formulate criteria for evaluation and evaluate the performance of every director, including the independent Directors;

To formulate the criteria for determining qualifications, positive attributes and independence of the Directors;

To recommend to the Board a remuneration policy for the Directors, Key Managerial Personnel and other employees of the Company;

To formulate the policy of remuneration and ensure that

a. The level and composition of remuneration is reasonable, commensurate with the qualifications and experience, and sufficient to attract, retain and motivate directors, key managerial personnel of the quality required to run the company successfully;

b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and;

Any other function as may be mandated by the Board or stipulated by the Companies Act, 2013, SEBI, Stock Exchanges or any other regulatory authorities from time to time.

STAKE HOLDERS RELATIONSHIP COMMITTEE

The following is the composition of Stake Holders Relationship Committee as at 31st March, 2015:

1. Mr. P.R.K. Murthy

2. Mrs. Jhansi Kumari

3. Mr. T. Adinarayana

The Committee focuses on shareholders' grievances and strengthening of investor relations. The committee looks after the services of the Registrars and share transfer agents and recommends measures for providing efficient services to investors. The Committee specifically looks into investor complaints like Transfer/transmission/transposition of shares, and other related issues. There were no complaints pending for redressal as at 31st March, 2015.

MEETING OF INDEPENDENT DIRECTORS

The Independent directors of the company have met separately without the attendance of Non-Executive Directors on 30th March, 2015 inter-alia, review the performance of the Manager, Non-Executive Directors and the Board as a whole. The independent Directors in the said meeting also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board to effectively and reasonably perform its duties.

CHANGES IN THE SHARE CAPITAL

During the year the company has not issued any fresh shares.

RISK MANAGEMENT

The Company has a risk management policy and an internal control frame work, which is used to mitigate the risks. The Board and Audit committee on regular intervals are updated on the risk management systems, processes and minimization procedure of the Company.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES OF COMPANY

The Company has a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any in the Company and the requisite mechanism for directors and employees to report genuine concerns has been established.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT - 9 are annexed herewith as Annexure - II.

RELATED PARTY TRANSATIONS

As a matter of policy, your company carries out transactions with related parties on an arms-length basis. Disclosures as required under form AOC-2 are annexed herewith as Annexure - III and also contained in Note 31 and 32 (Other Notes to Financial Statements). There are no materially significant related party transactions made by the company with promoters, directors, key managerial personnel which may have a potential conflict with the interests of the company at large.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company being a non banking finance company registered with Reserve Bank of India, it mainly deals in the business of Investments and financing activities, is exempt from complying with the provisions of Section 186 of the Companies Act, 2013. Accordingly, the disclosures of the loans given and Investments made as required under the aforesaid section have not been given in this report.

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

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013.

The primary objective of the said policy is to protect the women employees from sexual harassment at the place of work and also provides for punishment in case of false and malicious representations.

During the financial year 2014-2015, the Company has not received any complaint of sexual harassment against women employees of the Company.

LISTING OF EQUITY SHARES

Your company shares are listed with the BSE Ltd., the listing fee has been paid for the financial year 2015-2016.

MANAGEMENT DISCUSSION AND ANALYSIS

India started the financial year 2014-2015, on a very positive note after the general elections with significant improvement in the sentiment both in the capital markets and the business environment. While the economy has been reported to have grown at 7.5% in the financial year 2015 as per the new series, it is not getting fully reflected in the performance of the corporate sector or in creation of investment.

In the latter half of the financial year the economy and the markets have been affected by the global developments including the fiscal crisis faced by Greece, the less than expected performance of the Chinese economy, the volatility in commodity markets especially in metals and minerals.

The remarkable story in these circumstances has been the growth of the e-commerce business cutting across many sectors including retail, property, used cars, fashion, insurance, household services and many more. It is comparable to the growth of IT and the ITES sector in the earlier years and the interesting fact is that in both these businesses the government intervention has been minimal. The impact of this growth in e-commerce business on the economy would be felt in the coming years in terms of employment, investment in technology and logistics etc. In the year under review the company has earned nominal profits.

Your Directors hope that the Government will be able to push through the critical reforms and then markets may see significant growth. The Company undertakes no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned not to place undue reliance on these forward looking statements.

CORPORATE GOVERNANCE

Compliance with the provisions of clause 49 of the Listing Agreement with regard to corporate governance report is not mandatory as the Equity Share Capital of the company do not exceed Rs.10 crores and net worth do not exceed Rs.25 crores as per SEBI circular no.CIR/CFD/ POLICYCELL/7/2014 dt. 15-9-2014, hence corporate governance report has not been enclosed to directors report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO U/S. 134 (3) (m) OF COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS), RULES 2014.

The company has not engaged in any manufacturing activity and thus its operations are not energy intensive. However, adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy.

There were no Foreign Exchange earnings and out go during the year.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the company is herewith annexed as Annexure "IV".

ACKNOWLEDGEMENTS:

Your Directors gratefully acknowledge the continued assistance and co- operation extended by various Government Authorities, and banks to the company. The Board expresses its appreciation of the understanding, dedication and support extended by the employees of the Company. Your Directors also sincerely acknowledge the confidence and faith reposed by the shareholders in the Company.

For and on behalf of the Board

Place : Hyderabad (T Adinarayana)

Date : 29.05.2015 Chairman

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Mar 31, 2014

The Members,

The Directors have pleasure in presenting the Twenty Eighth Annual Report of the Company with the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

The following are the Financial Results of the Company for the year ended 31st March, 2014:

(Rs. in Lakhs) Year Ended Year Ended 31st March, 31st March, 2014 2013

Gross Income 20.46 22.39 Profit / (Loss) before Depreciation,

Finance Costs, Exceptional Items and Tax (1.04) 3.80

Add / (Less):

Depreciation 1.30 1.58

Finance Costs 0.03 0.80

Exceptional Items 0.33 0.80

Taxation (Net) 0.03 0.45

Net Profit / (Loss) (2.73) 0.17

Profit / (Loss) available for appropriation (2.73) 0.17

Less: Statutory Reserve - 0.06

Surplus / (Loss) carried to Balance Sheet (2.73) 0.11

OPERATIONs:

During the year under review, the financial services sector especially small sized NBFC''s were passing through an extremely difficult period. Your Company also had to bear the brunt of its impact. Further adverse capital market situation has also adversely effected the operations of the company.

Dividend:

In view of the loss, your directors do not recommend any dividend for the Financial Year 2013 - 2014.

DIRECTORS:

Sri. T. Adinarayana, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

As per the provisions of the Companies Act, 2013, with respect to the appointment and tenure of Independent Directors, Independent Directors cannot serve the Company for more than two terms of Five Years, and the Independent Directors who have already served the Company for ten or more years can serve for a maximum period of one term of Five Years.

In the light of the New provision of the Companies Act, 2013, Mr. P Radha Krishna Murthy and Mrs. S. Jhansi Kumari, are proposed to be appointed as Independent Directors on the Board of the Company for Consecutive term of Five Years, commencing from 26th September, 2014.

AUDITORS:

M/s. Janardhanrao Deshmukh & Co., Chartered Accountants, the Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be in accordance with the provisions of section 139(1) of the Companies Act, 2013 and are proposed to be appointed as Statutory Auditors of the Company, for a period of Three consecutive years, subject to ratification at every Annual General Meeting, as per section 139(2) of the Companies Act, 2013 and the Rules made there under. The Directors recommend their re-appointment as the Auditors of the Company. Notes forming part of accounts which are specifically referred to by the Auditors in their report are self-explanatory and therefore, do not call for any further comments or explanations.

PUBLIC DEPOSITS:

Your Company has not accepted any public deposits from the public during the year.

CORPORATE GOVERNANCE:

The Company does not fall under the criteria prescribed for applicability of Corporate Governance under Clause 49 of the Listing Agreement.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

i) that in the preparation of the accounts for the financial year ended 31st March, 2014 the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any;

ii) that the Directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Loss of the Company for the year under review:

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

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

PERSONNEL:

None of the employees were paid remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, hence no details are being provided.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION And Foreign EXCHANGE Earnings And OUTGO, information under section 217(1)(e) Of The cOMPANIES AcT, 1956:

Since yours is a Finance Company, provisions regarding conservation of energy and technology absorption are not applicable.

There were no Foreign Exchange earnings and outgo during the year.

COMPLIANCE CERTIFICATE:

The Company has obtained compliance certificate for the financial year 2013-2014, pursuant to the provisions of Section 383 A of the Companies

Act, 1956 from M/s. PS. Rao & Associates, Company Secretaries. A copy of the same is attached to this Report.

ACKNOWLEDGEMENTS:

Your Directors record their sincere appreciation for the continued support from the Shareholders, Bankers of the Company and Government authorities. Your Directors are also pleased to record their appreciation for the valuable services of all the employees.

For and on behalf of the Board of Directors Place : Hyderabad (T. Adinarayana) Date : 29.05.2014 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting the Twenty Fourth Annual Report of the Company with the audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS:

The following are the Financial Results of the Company for the year ended 31st March, 2010:

(Rs.in Lakhs)

Year ended Year ended

31st March, 2010 31st March, 2009

Sales/Income from Operations 26.55 12.65

Profit/(Loss) before Depreciation & Taxation 11.38 4.23

Depreciation 0.25 0.35

Profit/(Loss) before Taxation 11.13 3.88

Provision for substandard assets and diminution in value of investments 8.50 2.81

Provision for Taxation:

a) Current Tax 3.90 0.47

b) Deferred Tax - -

c) Fringe Benefits Tax - 0.05

Transfer to Statutory Reserve - 0.11

Net Profit/(Loss) after Taxation (1.27) 0.44

Balance of Loss brought forward from

Previous year 114.12 114.56

Balance carried to Balance Sheet 115.39 114.12



OPERATIONS:

During the year under review, the financial services sector especially small sized NBFCs were passing through an extremely difficult period. Your Company also had to bear the brunt of its impact. Further adverse capital market situation due to global recession and turmoil has also adversely effected the operations of the company.

DIRECTORS:

Sri. Y.B.K. Murthy, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Sri S. Rushyendrudu, Director of Company has passed away and the board placed its condolences on his sad demise and its appreciation for the valuable services rendered by him.

AUDITORS:

M/s. Janardhanrao Deshmukh & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible offers themselves for reappointment.

PUBLIC DEPOSITS:

Your Company has not accepted any public deposits from the public during the year.

DIRECTORS RESPONSIBILITY STATEMENT:

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

i) that in the preparation of the accounts for the financial year ended 31st March, 2010 the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

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

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

iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2010 on agoing concern basis.

PERSONNEL:

None of the employees were paid remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, hence no details are being I provided.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO, INFORMATION UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956:

Since yours is a Finance Company, provisions regarding conservation of energy and technology absorption are not applicable.

There were no Foreign Exchange earnings and outgo during the year.

COMPLIANCE CERTIFICATE :

The Company has obtained compliance certificate for the financial year 2009-2010, pursuant to the provisions of Section 383 A of the Companies Act, 1956 from M/s. P.S. Rao & Associates, Company Secretaries. A copy of the same is attached to this Report.

ACKNOWLEDGEMENTS:

Your Directors record their sincere appreciation for the continued support from the Share holders, Bankers of the Company and Government authorities. Your Directors are also pleased to record their appreciation for the valuable services of all the employees.

For and on behalf of the Board of Directors

Place : Hyderabad (T. ADINARAYANA)

Date : 31.05.2010 Chairman