Your Directors are pleased to present the 35^th Annual
Report together with the Audited Statement of Accounts
for the year ended 31^st March, 2025.

Financial / Operational Performance of the Company

The Company’s financial/ operational performance,
for the year ended 31^st March, 2025 is summarized as
below:

During the financial year ended March 31, 2025, your
Company reported a Net Profit after Tax and Other
Comprehensive Income of ^233.62 Lakhs, as compared to
^177.86 Lakhs in the previous financial year. The notable
increase in net profit was primarily driven by a rise in
interest income during the year.

Further, the Operating Profit Margin and Net Profit
Margin as on March 31, 2025, have shown improvement
over the previous year. This enhancement in margins
is mainly attributable to the increase in overall income
during the current financial year as compared to the last
year.

Variation In Net Worth

As on March 31, 2025, the Net Worth of the Company
stood at ^4,776.75 Lakhs, as against ^4,543.13 Lakhs

as on March 31, 2024. The increase in Net Worth is
primarily attributable to the higher profits earned during
the year.

Since, the Company is a Non-deposit Accepting
Non-Banking Financial Company engaged exclusively
in investment activities using its own funds, Debtors
Turnover Ratio, Inventory Turnover Ratio, Interest
Coverage Ratio and Debt Equity Ratio are not applicable
to the Company.

Segment-Wise or Product-Wise Performance

The Company is primarily engaged only in investment
activities. The Company’s present business is to invest
own funds in safe debt instruments / eligible deposits.
Key financial and operational highlights indicating the
performance of the Company are mentioned above.

Disclosure of Accounting Treatment

In the preparation of Financial Statements there was
no treatment followed which was different from that
prescribed in the applicable accounting standards.

Dividend

Your Directors do not recommend any dividend on the
Share Capital of the Company for the year under review.

Reserves

During the year, the Company has transferred ^ 46.94
Lakhs to the statutory reserve created under Section
45-IC of the Reserve Bank of India Act, 1934.

State of Company Affairs and Outlook

During the year under review, your Company has earned
a Net Profit after Tax and Other Comprehensive Income
of ^ 233.62 Lakhs as against ^ 177.86 Lakhs for the
previous financial year. The Company intends to
continue its existing business activities, primarily
focusing on investing its own funds in safe debt
instruments and eligible deposits. Additionally, as part
of its strategic growth plan, the Company is exploring
opportunities to expand its operations by extending loans
and broadening its financial services in the near future.

Share Capital

As on 31^st March 2025, the Company’s paid-up Equity
Share Capital was ^ 8,99,31,490/- divided into 89,93,149
Equity Shares of ^ 10/- each.

Update on Change of Control and Management of the
Company

In the previous Annual Report, it was reported that the
Holding Company, Bennett, Coleman and Company
Limited, had entered into a Share Purchase Agreement
in December 2023 with Team India Managers Limited,
Surajkumar Saraogi, Sharda Omprakash Saraogi, and

Karan Surajkumar Saraogi (collectively referred to as
the “Acquirers”) for the sale of its entire shareholding
in the Company, comprising 67,37,399 equity shares
representing 74.92% of the voting share capital, at a
consideration of ^50.01 per share, subject to requisite
regulatory approvals.

Pursuant to the above transaction.

• The Reserve Bank of India (RBI) granted its
approval for the change in control and
management of the Company vide its letter dated
September 26, 2024.

• The change in Control and management
concluded on November 7, 2024.

• The registered office of the Company shifted on
December 6, 2024.

• In accordance with the provisions of the SEBI
(Substantial Acquisition of Shares and Takeovers)
Regulations, 2011, the Acquirers also made
a public announcement for an Open Offer to
acquire 22,55,750 equity shares from the public
shareholders at a price of ^73.25 per share plus
Applicable Interest of ^3.73/-, per Equity Share
amounting to ^76.98/-

• Following the completion of the change in
control:

• The Company obtained a No Objection Certificate
(NOC) from the Reserve Bank of India for the
proposed name change vide letter dated March
11, 2025.

• The shareholders approved the change of name
from “Times Guaranty Limited” to “Team
India Guaranty Limited” via Postal Ballot on

June 12, 2025.

• A Fresh Certificate of Incorporation reflecting
the new name was issued by the Registrar of
Companies, Central Processing Centre on July
1, 2025.

Accordingly, the Company is now operating under its
new name Team India Guaranty Limited with effect
from July 1, 2025. Necessary applications in respect of
the name change have been filed with the RBI, NSE, and
BSE, and the same are currently under process

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Overview

Team India Guaranty Limited (‘TIGL’) (Formerly
known as Times Guaranty Limited) is registered with the
Reserve Bank of India (RBI) as a Non-Deposit
Accepting, Non-Banking Financial Company
(NBFC-ND). As on March 31, 2025, the Company
was primarily engaged in investment activities.
The Company has subsequently commenced lending
operations from June 2025 onwards.

Industry Structure and Developments
Global Economic Scenario:

The global economic landscape continues to present a mix
of challenges and growth opportunities for Non-Banking
Financial Companies (NBFCs). Amid an evolving
regulatory environment, shifting consumer expectations,
and dynamic market conditions, NBFCs are adapting their
business models to remain competitive and resilient. While
persistently low interest rates influence funding costs and
compress margins, they also necessitate more efficient risk
management and lending practices. Geopolitical tensions,
trade disruptions, and macroeconomic uncertainties
pose potential risks to capital access and cross-border
expansion efforts. However, rising demand for credit,
greater financial inclusion, and rapid advancements in
financial technology provide significant opportunities.
By leveraging digital innovation and expanding product
portfolios, NBFCs are well-positioned to drive sustainable
growth and support economic development in an
increasingly interconnected global economy.

Indian Economic Scenario;

As on 31^st March, 2025, the Indian economy continues
to exhibit steady growth, supported by resilient domestic
demand, sustained infrastructure spending, and a favorable
demographic profile. Amidst this backdrop, Non-Banking
Financial Companies (NBFCs) are playing a vital role in
deepening credit access, particularly in underserved and
semi-urban markets.

The regulatory landscape has evolved further with
continued implementation of the Reserve Bank of India’s
Scale-Based Regulatory (SBR) framework, which
emphasizes enhanced governance, risk-based supervision,
and stricter compliance norms. NBFCs are aligning their
operations accordingly, with a greater focus on asset
quality, capital adequacy, and liquidity risk management.

Liquidity conditions remained generally stable through
FY 2024-25, although funding costs remained elevated
due to a higher interest rate regime and tighter monetary
conditions. This has prompted many NBFCs to
diversify their funding sources and explore alternative
capital-raising avenues, including securitization and
co-lending partnerships.

Technology continues to be a key enabler, with digital
lending, AI-driven credit assessments, and end-to-end
digital customer journeys becoming mainstream. These
advancements are improving operational efficiency,
enhancing customer experience, and expanding market
reach.

At the same time, NBFCs remain vigilant of
macroeconomic headwinds such as global geopolitical
developments, volatility in commodity prices, and the
impact of fiscal policy measures. Despite these challenges,
the sector remains well-positioned to contribute
meaningfully to financial inclusion, MSME credit growth,
and the broader economic development of the country.

Indian Financial Services Sector Overview;

India’s financial services sector has continued to evolve
amidst a fluid macroeconomic and policy landscape.
The Reserve Bank of India (RBI) undertook a cycle of
monetary easing to support economic activity, lowering
key policy rates in response to global headwinds and
softening inflation. However, funding conditions
remained tight, with a system-wide liquidity shortfall
reaching approximately ^1.7 trillion by February 2025,
primarily driven by heightened demand for long-tenure
infrastructure bonds.

To stabilize short-term interest rates and ease liquidity
stress, the RBI executed a USD 10 billion forex swap,
reinforcing its commitment to financial market stability.
These interventions have played a key role in anchoring
investor sentiment and maintaining systemic confidence.

The sector's structural transformation has been
accelerated by rapid technological advancements.
Artificial Intelligence (AI), Open Banking, and digital
currency innovations are reshaping the delivery and reach
of financial services. The rollout of the Digital Rupee
represents a critical milestone towards a more efficient
and transparent financial system. AI-led tools are driving
improvements in customer engagement, predictive
analytics, and risk management, while Open Banking has
opened new channels for digital inclusion and product
innovation.

For investment-focused NBFCs, the evolving capital
market environment presents a mix of opportunities
and challenges. Equity markets remained volatile in
FY 2024-25, influenced by geopolitical developments,
rate fluctuations, and global investor sentiment. However,
a robust IPO pipeline, continued retail participation, and
the deepening of corporate bond markets have supported
investment activity.

NBFC-Investment and Credit Companies (NBFC-ICCs)
are increasingly diversifying their portfolios across public
and private market instruments, Alternative Investment
Funds (AIFs), and structured debt. Regulatory focus
on group-level exposure limits, valuation norms, and
governance standards under the Scale-Based Regulatory
(SBR) framework has required investment NBFCs to
enhance compliance, strengthen internal controls, and
adopt a more risk-sensitive asset allocation approach.

Meanwhile, the insurance sector is adapting to new risks,
with health insurers in Delhi exploring premium revisions
in response to the rise in pollution-related ailments — a
reflection of the broader trend toward environmental risk
integration in financial decision-making.

Despite emerging concerns around rising unsecured
lending and growing credit card delinquencies among
younger borrowers, the overall outlook remains
constructive. Investment NBFCs are well-positioned
to leverage India's expanding capital markets, improved

investor depth, and strong regulatory backbone to deliver
long-term value. The sector’s resilience is underpinned
by sound policy support, ongoing digitization, and a sus¬
tained push toward financial inclusion and capital market
development.

Company Overview;

Team India Guaranty Limited (“the Company”) is a
Non-Banking Financial Company - Investment and Credit
Company (NBFC-ICC), registered with the Reserve
Bank of India (RBI) as a non-deposit taking entity.
The Company has traditionally focused on the investment
business, managing a diversified portfolio comprising
equity, debt, and other financial instruments, with a strong
emphasis on disciplined capital deployment and long-term
value creation.

Pursuant to a recent change in management and control,
the Company is actively repositioning itself for the next
phase of growth. Under the new leadership, Team India
Guaranty Limited is strategically realigning its business
model and is now eyeing a calibrated expansion into the
financial services and lending space, including retail and
SME finance. This move reflects the Company’s vision
to become a more diversified financial institution, with
a broader portfolio that spans both investment and credit
verticals.

The Company intends to enter the lending segment in a
phased and risk-aware manner, focusing on building a
high-quality loan book supported by strong underwriting
practices, robust compliance, and the use of technology
to drive operational efficiency and customer reach.
The objective is to leverage market opportunities in
underpenetrated credit segments while maintaining
the Company's commitment to financial prudence and
regulatory compliance.

As it prepares for this transition, the Company continues
to operate within the regulatory framework laid down
by the RBI under the Scale-Based Regulatory (SBR)
structure. Necessary systems and processes are being
strengthened to ensure readiness for broader financial
operations, including enhanced risk management,
governance, and internal controls.

With a renewed strategic direction, a strengthened
leadership team, and an expanding operational vision,
Team India Guaranty Limited is well-positioned to evolve
into a dynamic and responsible player in the Indian
financial services ecosystem.

REPORT ON CORPORATE GOVERNANCE

A Report on Corporate Governance is included as a
part of the Annual Report. The certificate received from
Aabid & Co, Practicing Company Secretaries confirming
the compliance with the conditions of Corporate
Governance as laid down in SEBI Listing Obligations
and Disclosure Requirements, Regulations, 2015 (LODR)
is also included as a part of the Annual Report.

Internal Control Systems and their Adequacy

The Company has laid down internal financial
controls and such internal financial controls are adequate
and are operating effectively.

Risk Management System

The Company has a structured Risk Management
System in place, supported by a formal Risk
Management Policy and overseen by the Risk
Management Committee. The system enables
identification, assessment, and mitigation of key
business, financial, and operational risks. The Committee
regularly reviews major risks and mitigation measures,
ensuring alignment with the Company’s objectives.
Internal control and audit processes are robust and suited
to the scale and complexity of the Company’s operations.

Risks and Concerns

Any adverse change in the business or policy of the
Government will affect the NBFC sector adversely.

Opportunities & Threats

The growth of the Company’s asset book, quality of
assets and ability to continue the business depends
significantly on the economy. Unfavorable events in the
Indian economy could impact the Company’s operations.

Human Resources

The Company is an equal-opportunity employer that
values its people as key assets and pillars of strength.
It has adopted progressive people practices aimed at
attracting, nurturing, and retaining talent in an
increasingly competitive environment.

The Company fosters a culture that encourages
ownership, continuous learning, and an entrepreneurial
mindset, with a focus on innovation and high
performance. Its policies and practices are designed to
empower employees with meaningful opportunities to
contribute, grow, and succeed.

MATERIAL CHANGES AND COMMITMENTS, IF
ANY, 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

A material change in the promoter and management
structure of the Company took place in November 2024,
during the financial year ended March 31, 2025. As a
result, control and ownership of the Company were
transferred from the erstwhile promoters to the new
promoters, leading to a change in the shareholding
pattern and management structure.

The transition was carried out in compliance with
all applicable legal and regulatory requirements. As on
the date of this report, there are no adverse financial
implications arising from the change. However, the

change is considered material and is expected to shape
the strategic direction and future operations of the
Company

SUBSIDIARY, ASSOCIATES AND JOINT
VENTURES

The Company does not have any subsidiary or joint
venture. The details of the associate company are as
follows:

Team India Managers Limited, holding 45.31% of the
Company’s share capital, is classified as an Associate
Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors

As on date, the Board of Directors of the Company
comprises the following:

*Appointed as members of the Board of Directors with effect
from 07th November, 2024, on their respective designations
mentioned above.

# Ms. Anita Malusare was re-designated as a Non-Executive
Director, with effect from 29^th March 2025, from her earlier role
as Executive Director and CEO.

^A Dr. Arun Arora resigned as a Non-Executive Independent
Director on 23^rd September, 2024, upon completion of his
second term.

@Resigned as members of the Board of Directors with effect
from 07^th November, 2024 due to change in Management of
the Company.

Retirement by Rotation

Mr. Satish Mangutkar (DIN: 10463913), retires by
rotation at the ensuing Annual General Meeting of
the Company and being eligible, offers himself for
re-appointment.

Declaration of Independence

The terms and conditions of appointment of
Independent Directors are as per Schedule IV of the Act.
The Independent Directors have submitted a declaration
that each of them meets the criteria of independence as
provided in Sections 149(6) of the Act as amended, and
regulation 16 of the SEBI LODR and there has been
no change in the circumstances which may affect their
status as Independent Directors during the year.
The independent directors have also confirmed
compliance with the provisions of rule 6 of the
Companies (Appointment and Qualifications of
Directors) Rules, 2014, as amended, relating to inclusion
of their name in the databank of independent directors.

The Board took on record the declaration and
confirmation submitted by the independent directors
regarding, them meeting the prescribed criteria of
independence, after undertaking due assessment of
the veracity of the same in terms of the requirements of
regulation 25 of the SEBI LODR.

Fit and Proper Criteria & Code of Conduct

All the Directors meet the fit and proper criteria
stipulated by the Reserve Bank of India (“RBI”). All the
Directors and Senior Management of the Company have
affirmed compliance with the Code of Conduct of the
Company.

Key Managerial Personnel (KMP)/ Change in Key
Managerial Personnel (KMP)

As on the date, following are the Key Managerial
Personnel(s) of the Company as per Section 203 of the
Act:

1. Ms. Niru Shiv Kumar Kanodia, Executive Director &
Chief Executive Officer (ED & CEO)

2. Ms. Aarti Pandey, Company Secretary (CS) &
Compliance Officer#

3. Mr. Manoj Agrawal, Chief Financial Officer (CFO)#

4. Ms. Muskaan Tinwala, Company Secretary (CS)
& Compliance Officer*

5. Mr. Pramod Gajanan Karmarkar, Chief Financial

Officer (CFO)^A

# Ms. Aarti Pandey was appointed as the Company
Secretary and Compliance Officer, and Mr. Manoj
Agrawal as the Chief Financial Officer (CFO), with
effect from 12^th February, 2025.

* Ms. Muskaan Tinwala (ACS No.: 71208) resigned
from the position of Company Secretary and Compliance
Officer with effect from 10^th December, 2024.

A Mr. Pramod Gajanan Karmarkar resigned from the
position of Chief Financial Officer (CFO) with effect
from 12^th February, 2025.

MEETINGS

During the financial year 2024-25, 5 (five) Board
Meetings were held on 23^rd May, 2024; 09^th August,
2024, 07^th November, 2024, 14^th November 2024 and
12^th February, 2025. The intervening gap between two
Board meetings did not exceed one hundred and twenty
days.

Detailed information on the Meetings of the Board, its
Committees and the AGM is included in the Report on
Corporate Governance, which forms part of this Annual
Report.

AUDIT COMMITTEE (AC)

Information on the Composition and Meetings of the
Audit Committee is included in the Report on Corporate
Governance, which forms part of this Annual Report.

NOMINATION AND REMUNERATION
COMMITTEE (NRC)

Information on the Composition and Meetings of the
NRC is included in the Report on Corporate Governance,
which forms part of this Annual Report.

The Nomination and Remuneration policy of the
Company, specifying therein the appointment and
remuneration of the Directors, Key Managerial
Personnel and Senior Executives of the Company
including criteria for determining qualifications, positive
attributes, independence of a Director and other related
matters may be referred to at the Company’s website at
www.teamindiaguarantylimited.com under the web link
as provided in the Report on Corporate Governance
which forms part of this Annual Report.

STAKEHOLDERS’ RELATIONSHIP
COMMITTEE (SRC)

Information on the Composition and Meetings of the
SRC is included in the Report on Corporate Governance,
which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)
COMMITTEE

Information on the Composition and Meetings of the
CSR Committee is included in the Report on Corporate
Governance, which forms part of this Annual Report.

The CSR Policy of the Company may be referred to
at the Company’s website at www.teamindiaguaranty
limited.com under the web link as provided in Corporate
Governance Report which is the part of this Annual
Report. Corporate Social Responsibility is not applicable
to the Company for the current financial year.
Accordingly, the Company has not undertaken any CSR
activities during the year.

PERFORMANCE EVALUATION OF THE BOARD,
COMMITTEES AND DIRECTORS

This part is covered under the Corporate Governance
Report, which forms part of this Annual Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
given in Annexure 1.

During the year under review, no employee of the
Company was in receipt of remuneration exceeding
the sums prescribed in Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

AUDITORS
Statutory Auditors

At the 30th Annual General Meeting held on
September 24, 2020, M/s. Vinod Kumar Jain &
Co., Chartered Accountants (Firm Registration No.
111513W), were appointed as the Statutory Auditors of
the Company for a term of five consecutive years, from
the conclusion of the 30th AGM until the conclusion of
the 35^th AGM. Accordingly, their tenure will conclude at
the forthcoming 35^th AGM.

In view of the completion of their term, the Board of
Directors, at its meeting held on May 21, 2025, approved
the appointment of M/s. V. B. Goel & Co., Chartered
Accountants (Firm Registration No. 115906W), as the
Statutory Auditors of the Company for a period of five
years, from the conclusion of the 35^th AGM until the
conclusion of the 40th AGM to be held in the year 2030,
subject to the approval of the Members at the ensuing
AGM.

Auditor’s Report

The Report given by the Statutory Auditors on the
Financial Statements of the Company is part of the

Annual Report. The notes on Financial Statements
referred to in the Auditor’s Report are self-explanatory
and do not call for any further explanation. There has
been no qualification, reservation, adverse remark or
disclaimer given by the Statutory Auditor in their Report.
No instance of fraud has been reported by the Auditors
under Section 143(12) of the Act.

Certificates from the Secretarial Auditor

M/s. Aabid & Co., Company Secretaries (Membership
No.: F6579; Certificate of Practice No.: 6626) were
appointed as Secretarial Auditors to conduct the
Secretarial Audit of the Company for the financial year
2024-25 as required under Section 204 of the Act and
Rules made thereunder. The secretarial audit report
for financial year 2024-25 forms part of this Report as
Annexure 2. There has been no qualification, reservation,
adverse remark or disclaimer given by the Secretarial
Auditor in their Report.

A certificate regarding Directors not being disqualified
or debarred from being appointed or continuing as
Directors is included in the Report on Corporate
Governance, which forms part of this Annual Report.

Internal Auditor

Raju and Prasad, Chartered Accountants, were appointed
as the Internal Auditors to conduct the Internal Audit of
the Company for the financial year 2024-25 (on quarterly
basis) as required under Section 138 of the Act and Rules
made thereunder.

PARTICULARS OF CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars concerning energy conservation, technology
absorption and foreign exchange earnings and outgo as
required by Section 134(3)(m) of the Act read with Rule
8(3) of the Companies (Accounts) Rules, 2014 are given
in Annexure 3 to the Directors’ Report.

DISCLOSURES

Secretarial Standards

The Company complies with all applicable
mandatory secretarial standards i.e. SS-1 and SS-2,
relating to “Meetings of the Board of Directors” and
“General Meetings”, respectively issued by the Institute
of Company Secretaries of India.

Particulars of loans, guarantees and investments:

During the financial year ended March 31, 2025,
the Company was engaged solely in investment
activities and had not commenced lending operations.
Accordingly, the Company continued to operate as an
Investment Company and the provisions of Section 186
of the Companies Act, 2013, are not applicable to it.

The Company commenced its lending operations in
June 2025, which will be reflected in the financials of the
subsequent financial year

Deposits:

Being a non-deposit taking Non-Banking Financial
Company (‘NBFC’), the Company did not accept any
deposits from the public during the period under review.

Cost Records and Cost Audit:

Maintenance of cost records and requirement of cost
audit as prescribed under the provisions of Section
148(1) of the Act are not applicable to the Company.

Transactions with Related Parties:

None of the transactions with related parties falls under
the scope of Section 188(1) of the Companies Act, 2013.
Further, there were no transactions with related parties
pursuant to Section 134(3)(h) of the Act read with rule
8(2) of the Companies (Accounts) Rules, 2014. The
same is disclosed in Annexure 4 in Form AOC-2 which
forms part of this report.

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

The Company’s policy against sexual harassment is
embodied both in the Code of Conduct of the Company
as also in a specifically written policy in accordance
with The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2024-25, no cases in the nature
of sexual harassment were reported at any workplace of
the Company.

In accordance with the provisions of the Companies
(Accounts) Second Amendment Rules, 2025, the
details of complaints received and addressed during the
financial year are as follows:

The Company is not required to form Internal
Complaints Committee (ICC) since there were less than
10 employees in the Company during the year.

ADHERENCE TO PROVISIONS OF THE
MATERNITY BENEFIT ACT, 1961:

The Company has complied with the applicable
provisions of the Maternity Benefit Act, 1961, including
those relating to maternity leave, benefits, and safeguards

for female employees. The Company remains committed
to promoting the health, well-being, and rights of its
women employees, and ensures strict adherence to all
statutory requirements under the Act.

Extract of Annual Return

The extract of Annual Return of the Company for the
financial year ended 31^st March, 2025 as required, under
Section 92 of the Act, is available under the link
https://teamindiaguarantylimited.com/annual-return-
as-provided-under-section-92-of-the-companies-
act,-2013-and-rules-made-thereunder.html

Whistle Blower Policy & Vigil Mechanism:

The Company has implemented the Whistle Blower
Policy pursuant to which Whistle Blowers can raise
concerns relating to Reportable Matters (defined in
the policy) such as breach of Code of Conduct,
fraud, bribery, corruption, employee misconduct,
illegality, health & safety, environmental issues and
wastage/misappropriation of bank funds/assets etc.
Further, the mechanism adopted by the Company
encourages the Whistle Blower to report genuine
concerns or grievances and provides for adequate
safeguards against victimization of Whistle Blower
who avail of such mechanism and also provides for
direct access to the Chairperson of the Audit Committee,
in exceptional cases. No complaints under the Whistle
Blower Policy & Vigil Mechanism were received during
the financial year 2024-25.

Compliance under RBI Regulations

The Reserve Bank of India (RBI) has notified the
Master Direction - Reserve Bank of India (Non-Banking
Financial Company - Scale Based Regulation)
Directions, 2023 (“RBI Master Direction”), which
classifies NBFCs into four layers — Base, Middle,
Upper, and Top — based on size, activity, and risk
perception.

As on March 31, 2025, the Company was classified as
a Non-Banking Financial Company — Base Layer
(NBFC-BL), being a non-deposit taking NBFC with an
asset size below ^1,000 crore, not availing public funds
and not having any customer interface.

During the financial year 2024-25, the Company
complied with all applicable provisions of the RBI
Master Direction, as amended from time to time.

Further, in accordance with the Non-Banking Financial
Companies Auditors’ Report (Reserve Bank) Directions,
2016, a report from the Statutory Auditors confirming
compliance with the applicable RBI regulations during
the year ended March 31, 2025, was placed before the
Board of Directors.

Subsequent to the end of the financial year, the
Company commenced customer interface activities
with effect from June 2025. The implications of this
change in status will be appropriately reflected in the
regulatory classification and compliance reporting in the
financial year 2025-26.

Business Responsibility and Sustainability Report

Since the Company does not fall in Top 1000 listed
entities as per the Market Capitalisation as on 31^st March,
2025, the provisions with respect to submission of
Business Responsibility and Sustainability Report are
not applicable to the Company.

GENERAL

Your Directors state that no disclosure or reporting is
required in respect of the following items as there were
no transactions/events on these items during the year
under review:

1. Issue of equity shares with differential rights as to
dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares)
to employees of the Company under any Scheme.

3. Significant or material orders passed by the
Regulators or Courts or Tribunals which impact
the going concern status and the Company’s
operation in future.

4. There has been no change in the nature of business
of your Company.

5. No application was made or any proceeding is
pending under the Insolvency and Bankruptcy
Code, 2016 during the year in respect of your
Company.

6. There was no one time settlement of loan obtained
from the Banks or Financial Institutions.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act and based
on the framework of internal control systems and
compliance system maintained by the Company and the
work performed by the Statutory Auditors, Secretarial
Auditors and the reviews performed by the Audit
Committee, the Directors confirm that:

a. In the preparation of the annual accounts, the
applicable accounting standards have been followed
along with proper explanations relating to material
departures, if any;

b. They have selected such accounting policies and
applied them consistently and have made judgments
and estimates that are reasonable and prudent to
give a true and fair view of the Company at the end
of financial year 2024-25 and of the profit of the
Company for that period;

c. They 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;

d. They have prepared the annual accounts on a going
concern basis;

e. They have laid down internal financial controls to
be followed by the Company and that such internal
financial controls are adequate and are operating
effectively, and

f. They have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

ACKNOWLEDGEMENT

The Board of Directors is thankful to the Company’s
promoters and shareholders, customers, bankers and
employees for their continued support.

For and on behalf of Board of Directors

Sd/- Sd/-

Satish Mangutkar Niru Kanodia

Director Chief Executive Director

(DIN: 10463913) (DIN: 02651444)

Date: 13^th August 2025