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Anupam Finserv Ltd			Industry : Finance & Investments


BSE Code:	530109	NSE Symbol:	Not Listed	P/E(TTM):	29.75

ISIN Demat:	INE069B01023	Div & Yield %:	0	EPS(TTM):	0.08

Book Value(Rs):	1.3753088	Market Cap ( Cr.):	27.52	Face Value(Rs):	1

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Dear Members,

Your Directors' have pleasure in presenting their 32nd Annual Report along with the Audited Financial Statements, for the financial year ended March 31^st, 2024.

Financial Results

The financial performance of the Company for the year ended March 31^st, 2024 is summarized below:

(in Rs. In '000)

Particulars	Financial Year 2023-24	Financial Year 2022-23
Total Income	32,054.06	25,304.18
Total Expenses	19,596.15	15,018.79
Gross Profit (+) Loss (-) After Interest But Before Depreciation & Taxation	17,355.97	14,263.23
Depreciation	4898.06	3,977.84
Profit Before Income Tax After Depreciation	12,457.91	10,285.39
Taxes	3,084.89	2,551.18
Net Profit after Tax	9,373.02	7,734.21

Performance

Your Company has earned a rise of 21.19 % in Net Profit after tax over the previous financial year.

Deposits

The Company has not accepted any deposits falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year under review or any preceding financial years.

Dividend & Reserves

The Directors did not recommend any dividend for the Financial Year ended 31^st March, 2024.

During the year under review, no transfers were made to General Reserves except Profit for year. However Rs.1,874,603/- transferred to Special Reserve Account as per NBFC Regulations.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

During the year under review, your Company was not required to transfer any amount to Investor Education and Protection Fund.

Change in the Nature of Business

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

Internal Financial Control

Your Company has in place adequate internal financial control and risk mitigation system which are constantly assessed and strengthened. The Internal Auditor periodically reviews the effectiveness of the Internal Financial control. Further, same is reviewed by the Audit committee.

Subsidiary/Joint Ventures and Associates

Your Company has no joint ventures, subsidiaries, associates.

Industrial Relations

Your Company has always considered its workforce as its valuable asset and continues to invest in their excellence and development programs. The Company has taken several initiatives for enhancing employee engagement and satisfaction.

Statutory Auditor

M/s. J K Shah & Co., Chartered Accountants, (FRN: 109606W) who are the Statutory Auditor of the Company; held the office until the conclusion of the 33^rd Annual General Meeting. They retire at the forthcoming 33^rd Annual general Meeting.

M/s CGCA & Associates LLP (FRN: 123393W) are proposed to be appointed as the Statutory Auditors to hold office for 5 consecutive years from the conclusion of 33^rd Annual General Meeting.

Statutory Auditors' Report

The Statements made by the Auditors in their report are self-explanatory and doesn't require any comments by the Board of Directors. The Report does not contain any qualification, reservation or adverse remarks.

Cost Auditors' Report

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014 and any amendment thereto, Cost Audit is not applicable to the Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules made there under the Company has appointed M/s. Kushla Rawat & Associates, Company Secretary in Practice (C.P. No 12566) to undertake the Secretarial Audit of the Company for the F.Y. 2023-2024.

The Secretarial Audit Report is included as "Annexure A" and forms an integral part of this report. The observation contained in the audit report is self-explanatory and does not call for any further comments.

Share Capital

During the year under review there is no change in the Share Capital of the Company.

During the year under review your Company has not issued:

A) Equity Shares with Differential Rights

B) Sweat Equity Shares

C) Employee Stock Options

Your Company has proposed to Increase the Authorised Capital of the Company from from 12,00,00,000/- (Rupees Twelve Crores only) divided into 12,00,00,000 (Twelve Crore) equity shares of Re. 1/- each to Rs. 36,00,00,000/- (Rupees Thirty Six Crores only) divided into 36,00,00,000 (Thirty Six Crore) Equity Shares of Re. 1/- each.

Extract of Annual Return

The details forming the part of the extract of the Annual Return in Form MGT 9, as required under Section 92 of the Companies Act 2013, is available on the website of the Company www.anupamfinserv.com.

Conservation of Energy and Technology Absorption

The information relating to conservation of energy and technology absorption by the Companies:

(A) Conservation of Energy

i. The steps taken or impact on conservation of energy: As the Company is not engaged in any manufacturing activity the conservation of energy is relatively low.

ii. the steps taken by the company for utilizing alternates source of energy: NIL

iii. the Capital Investment on energy conservation equipment's: NIL

(B) Technology Absorption

i. the efforts made towards technology absorption: NIL

ii. the benefits derived like product improvement, cost reduction, product development or import substitution: NIL

iii. in case of imported technology (imported during last three years reckoned from beginning of financial year)

(a) Details of technology imported: NIL

(b) Year of Import: NIL

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

iv. The expenditure incurred on Research and Development: NIL

Foreign Exchange Earning and Outgo

During the year under review there were no earnings in foreign exchange and there was no foreign exchange out go.

Corporate Social Responsibility

The provisions of the Companies Act, 2013, relating to CSR expenditure are not applicable to the Company.

Directors and Key Managerial Personnel

A) Changes in Directors

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

The tenure of Mr. Darshan Jajal (DIN: 02875401), Independent Director expires on 26/08/2024.

B) Changes in Key Managerial Personnel

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

C) Declaration by Independent Directors:

The Company has received necessary declaration from the Independent Directors under Section 149(7) of the Companies Act 2013 that they meet the criteria for Independence as laid down under Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

D) Board Evaluation :

Pursuant to the provisions of the Companies Act, 2013, for the purpose of evaluating the performance of the Board as a whole, a structured questionnaire was prepared covering various aspects of the Board's functioning, composition of the Board and its committee, execution and performance of specific duties, obligations and the same was circulated amongst the Board of Directors for their feedback. The Board of Directors expressed their satisfaction with the evaluation process.

Further, in compliance with Regulation 25(4) of SEBI (LODR) Regulations, Independent Directors also evaluated the performance of Non Independent Directors at a separate meeting of the Independent Directors.

Number of Meetings of Board of Directors

During the year Board duly met 4 (Four) Times. The details of the number of meetings of the Board held during the Financial Year 20232024 along with attendance of directors, forms a part of the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and SEBI (LODR) Regulations.

Audit Committee

The composition of the Audit Committee and the number of Audit Committee meetings held during the Financial Year 2023-2024 forms a part of the Corporate Governance Report.

Vigil Mechanism for Directors and Employees

The Company has a Vigil Mechanism policy to report genuine concerns or grievances. The details form a part of the Corporate Governance Report.

Nomination and Remuneration Committee

The company has policies framed for remuneration and appointment of Directors, Key managerial personnel and senior management of the company. The composition of Committee and details of policy forms a part of the Corporate Governance Report.

Particulars of Loans, Guarantees or Investments u/s 186 of the Companies Act 2013

The Company has not given any guarantee or security in connection with any loan to any other body corporate or person in contravention of section 186 of the Companies Act 2013. Details of Loans and Investments made by the Company as on 31^st March 2024, forms the part of Notes to accounts.

Related Party Transaction

The transactions entered into by the Company with Related Parties are at Arm's Length Price and in ordinary course of business. Particulars of transactions entered into with related party are included as "Annexure B" in form AOC - 2.

Policy on Director's Appointment and Remuneration

The Board Governance, Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), senior management personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013. Pursuant to Section 134(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Company's website www.anupamfinserv.com. We affirm that the remuneration, if any paid to Directors is in accordance with the remuneration policy of the Company.

Corporate Governance

As per Regulation 27 of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Statutory Auditor's confirming compliances, forms an integral part of this Report.

Listing

The Equity Shares of the Company are listed on the nationwide trading terminals of BSE Ltd.

Risk Management Policy

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. The framework helps in identifying risks, exposure and potential impact analysis for the Company level. The details form a part of the Corporate Governance Report.

Remuneration of Directors, Key Managerial Personnel and Particulars of Employees

The information required to be disclosed in the Board's Report pursuant to Section 197 of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as Annexure C.

Directors' Responsibility Statement

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013:

1. That in preparation of the Annual Accounts for the year ended 31^st March 2024, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any;

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

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the annual accounts on a going concern basis.

5. That 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;

6. That 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.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, is attached with this report.

Significant and material orders passed by the regulators or courts

During the year under review, no significant and material orders passed by any regulator or court or tribunal, which may impact the going concern status of the Company and its operations in future.

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is in compliance with the regulations of the Act. The Company has a Policy in place for the same. No case was filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Cautionary Statement

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts maybe forward looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in the statements.

General

Your Directors confirm that no disclosure or reporting is required in respect of the following items as there was no transaction on these items during the year under review:

1. The Executive and Whole Time Directors of the Company have not received any remuneration or commission from the Company.

2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

3. The Company is in regular compliance of the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

4. In terms of Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016 (IBC), no application is filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT, hence no disclosures regarding the same required by the Board.

5. The company has not failed to complete or implement any corporate action within the specified time limit, hence no disclosures regarding the same required by the Board.

6. No frauds have been reported by auditors hence no disclosures are required under the provisions of Section 143 of the Companies Act 2013 and the rules made thereunder.

Acknowledgements

The Board of Directors of the Company acknowledges the continued the support and co-operation extended by the Statutory Authorities, Government Authorities, Bankers, Stock Exchange, Stake holders and employees of the Company.

Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31^ST MARCH, 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration) Rules, 2014] To,

The Members,

Anupam Finserv Limited

CIN: L74140MH1991PLC061715

Address: 502, Corporate Arena, D.P. Piramal Road,

Goregaon (W), Mumbai - 400104

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Anupam Finserv Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

On the basis of verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2024 complied with the statutory provisions listed hereunder and also that the company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minutes' books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March, 2024 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment.

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not applicable

as there was no reportable event to the Company during the period under review);

d. The Securities and Exchange Board of India (Share Based employees Benefits) Regulations, 2021 (Not applicable as there was no reportable event to the Company during the period under review);

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable as there was no reportable event to the Company during the period under review);

f. The Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015;

g. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the

Companies Act and dealing with client;

h. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable as there was no reportable event to the Company during the period under review)

i. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018. (Not applicable as there was no reportable event to the Company during the period under review)

(vi) The management has identified and confirmed the following laws/acts as specifically applicable to the Company:

1. Reserve Bank of India (RBI) Act, 1934

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards with regard to Meeting of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute

of Company Secretaries of India.

(iii) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Listing Agreements entered into by the Company with BSE Limited.

During the year under review the company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that:

The compliance by the Company of applicable financial laws like direct and indirect tax laws and maintenance of financial records and books of accounts has not been reviewed in this audit since the same have been subject to review by statutory financial audit and other designated professionals.

We further report that:

> The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors and Woman Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

> Adequate notice is given to all directors to schedule the board meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

> All the decisions of the Board and Committees thereof were carried out with requisite majority.

We further report that based on review of Compliance mechanism established by the Company and on the basis of information or explanations provided by the Company Secretary, we are of the opinion that there are adequate systems and processes in Place in the Company which is commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the company has no specific events / actions having a major bearing on the company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

Annexure B to the Board's Report Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

I. Details of contracts or arrangements or transactions not at arm's length basis

a) Name(s) of the related party and nature of relationship
b) Nature of contracts/arrangements/transactions
c) Duration of the contracts / arrangements /transactions
d) Salient terms of the contracts or arrangements or transactions including the value, if any
e) Justification for entering into such contracts or arrangements or transactions	Nil
f) Date(s) of approval by the Board
g) Amount paid as advances, if any
h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

II. Details of material contracts or arrangement or transactions at arm's length basis

a) Name(s) of the related party and nature of relationship	Nirmala Gala- Managing Director
b) Nature of contracts/arrangements/transactions	Rent Contract
c) Duration of the contracts/arrangements/transactions	01/01/2023 to 31/12/2025
d) Salient terms of the contracts or arrangements or transactions including the value, if any	The contract is for payment of Rent for use of Premises. The transaction are carried out as part of the ordinary business requirements of the Company and are at arm's length
e) Date(s) of omnibus approval by the Board, if any	14-02-2023
f) Amount of Transaction/s	Rs. 50,000/- per month
g) Amount paid as advances, if any	Nil

"Annexure D" to the Board's Report

Disclosure pertaining to Remuneration under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (as amended) are as follows:

1. Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year ended 31^st March, 2024, the percentage increase in remuneration of Director, CEO, CFO and Key Managerial Personnel during the Financial Year ended 31^st March, 2024

Sr. No Particulars
1. the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year	Not applicable since none of the Directors were drawing any remuneration during the period 01-04-2023 to 31-03-2024
2. the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year
3. the percentage increase in the median remuneration of employees in the financial year
4. the number of permanent employees on the rolls of company
5. average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration
6. affirmation that the remuneration is as per the remuneration policy of the company

2. Statement of particulars under Section 197(2) of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the year ended 31^st March, 2024 (also includes the details of top ten employees of the Company in terms of remuneration drawn):

S N Particulars	Mital Nisar	Sheetal Dedhia	Rupali Sawant	Rohan Nakti
1 Designation of the employee	Administration Executive	Company Secretary	Accountant	Office Boy
2 Remuneration received	845,000	390,000	269,016	148,542
3 Nature of employment, whether contractual or otherwise	Permanent	Permanent	Permanent	Permanent
4 Qualifications and experience	HSC, Diploma	CS, MCom, Gen LLB	SY BCom	HSC
5 Date of commencement of employment	01-07-2016	11-09-2017	01-07-2017	13/11/2007
6 Age	38 years	45 years	39 years	27 years
7 The last employment held before joining the company	NA	Priti J Sheth& Associates	Shanti Gold Intl Ltd	NA
8 The percentage of equity shares held in the company	Nil	Nil	Nil	Nil
9 Whether any such employee is a relative of any director or manager of the company and if so, name of such director or manager	NA	NA	NA	NA

S N Particulars	Prashant Dadia	Vipasha Gala	Vrushit Patel
1 Designation of the employee	Senior Manager- Accounts	Executive-Digital Content	IT Executive
2 Remuneration received	645,629	650,000	720,000
3 Nature of employment, whether contractual or otherwise	Permanent	Permanent	Permanent
4 Qualifications and experience	B.Com	BCOM, diploma Graphic Designing	Bachelors in Engineering
5 Date of commencement of employment	03-04-2023	01-04-2023	01-04-2023
6 Age	41 years	21 years	24 years
7 The last employment held before joining the company	SAFL	NA	NA
8 The percentage of equity shares held in the company	Nil	Nil	Nil
9 Whether any such employee is a relative of any director or manager of the company and if so, name of such director or manager	NA	NA	NA

Disclosures required under Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 RELATED PARTY DISCLOSURE

The disclosures with regards to related party transactions of the Company with its subsidiary forms a part of the notes to financial statements under the head "Note 34 - Related Party Transactions"