Your Directors present the Thirty Eighth Annual Report with the Audited
Statement of Accounts of the Company for the year ended 31^st March
2025.

1. FINANCIAL RESULTS

The Financial Results of the company for the year under review as
compared to the previous year are summarized below for your
consideration:

2. OPERATIONS

The Financial Year 2024-2025 has ended with the company earning
a profit of Rs. 205.93 Lakhs after Tax. The Company’s operations are
still on very low scale and confined mostly to the business needs of
its wholly owned subsidiary. The Company does not anticipate any
significant revenue growth from operations in the coming years. The
Company is focussing on developing the activities of its Broking
Subsidiary, Maximus Securities Limited, as the Stock Markets are
showing optimistic outlook and is currently working towards merger of
Maximus Securities Limited with itself. The Company shall however
focus on developing new activities commensurate with its capabilities.
The company expects to concentrate on stock broking activities and
with the likely merger of the subsidiary business with itself, the
business is expected to grow in future.

3. OUTLOOK

The company is trying to undertake new Non - NBFC activities and
these activities earned a net income of Rs. 0.67 Lakhs during the
year. Other operations have yielded an income of Rs 190.00 Lakhs
and Rs.25.20 Lakhs as Rent. Company’s business is confined to
attending to past issues from its earlier operations and provide support
to the subsidiary’s operations. The business outlook of the subsidiary
is showing continued optimism.

4. LITIGATIONS

The Company’s appeal in SAT in respect of Payment of Reinstatement
fees to BSE did not meet with success. However, the Companies
Appeal towards interest charged on payment of Listing fee is being
heard by SAT.

The Company during the year has settled the Execution Petition filed
against it in Mehasana, Gujarat for a value of Rs,19.14 lakhs.

5 DIVIDEND

The Board of Directors have approved a Dividend of 1% on Preference
Shares amounting to Rs.1.40 Lakhs as per the terms of the instrument
subject to confirmation of members in the ensuing Annual General
Meeting. However, no dividend is recommended on Equity Shares to
conserve resources.

6 REDEMTION OF PREFERENCE SHARES

The Board of Directors have approved the redemption of preference
shares to the extent of Rs.70 Lakhs out of the total amount of Rs.140
Lakhs. The preference shares have become due and payable.

7 ANNUAL RETURN

The Annual Return of the Company as on 31^st March, 2025 in accordance
with Section 92(3) of the Act read with the Companies (Management
and Administration) Rules, 2014, can be accessed on the Company’s
website under Financials FY 2024-25 Tab at www.hvbridfinance.co.in

8 BOARD MEETINGS

The details of the Board Meetings held during the Financial Year 2024¬
2025 have been furnished under clause I 2(d) of the Corporate
Governance Report forming a part of this Annual Report.

The details regarding the meetings held during the Financial Year 2024¬
2025 are given in the Corporate Governance Report forming a part of
this Annual Report.

9 OTHER COMMITTEE MEETINGS

The Company has constituted the following Committees sequel to the
completion of their tenure by the existing Independent Directors and
Induction of new Independent Directors.

a) Audit Committee:

The Audit Committee of the Company is Constituted in line with
the provisions of section 177 of the Companies Act, 2013 read
with Regulation 18 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirement) Regulations,
2015. The Company has reconstituted the Audit Committee with
effect from 30^th July 2024 sequel to the induction of new Independent
Director Dr.Nitin K. Tike and again on 30^th October 2024 due to
resignation of Mr,.Mahesh S.Makhijani, Independent Director and
erstwhile Chairman of the Audit Committee. The members of the
Reconstituted Audit Committee are as under as on 31^st March
2025:

* Appointed as a Chairman with effect from 31^st October 2024
** Resigned as Chairman with effect from 31^st October 2024
Mr. K. Chandramouli is an Ex-officio Secretary of the Audit Committee.

b) Nomination and Remuneration Committee:

The Company has reconstituted Nomination and Remuneration
Committee with effect from 25th September, 2020. Nomination
and Remuneration Committee constituted in accordance with
Regulation 19 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
The members of the reconstituted Nomination and Remuneration
committee are as under as on 31^st March 2025:

c) Stakeholders Relationship Committee:

The Company has reconstituted the Stakeholders Relationship
Committee with effect from 30^th July 2024 sequel to the induction
of new Independent Director Dr.Nitin K. Tike. Following are the
members in the reconstituted committee as on 31^st March 2025_:

10 d) Risk Management Committee:

The company has reconstituted the Risk Management Committee
with effect from 30^th July 2024 sequel to the induction of new
Independent Director Dr.Nitin K. Tike and following are the members

^st

11 AMENDMENTS TO MOA AND AOA

In view of the induction of activity of Stock Broking and Allied Activities
upon Merger of the subsidiary, the company has proposed on
amendment to the Memorandum of Association and Articles of
Association as an enabling resolutions. The Board recommends the
same for approval

12 DIRECTORATE

The present tenure of Mr. Nandakishore R. Divate as Whole Time
Director will end on 31^st July, 2025. The Nomination and Renumeration
Committee has already recommended the reappointment of
Mr. Nandakishore R. Divate as Whole Time Director for a period of
three years commencing from 1^st August, 2025. Members are hereby
requested to consider and approve his reappointment on the terms
as per Special resolution placed in the Annual General Meeting.
Mr. Nandakishore R. Divate is interested in the said resolution. The
Board of Directors also recommend the same.

The present tenure of Mr. Nilay S. Sharma and Mr.Sameer Pimpale
ends with the ensuing 38^th annual general Meeting. Members are hereby
requested to consider and approve their reappointment on the terms
as per Special resolution to be placed in the upcoming 38^th Annual
General Meeting.

The Board also placed on record its appreciation for the assistance
and guidance provided by Mr. Mahesh S. Makhijani during his tenure
as Director of the Company who resigned with effect from 30^th October
2024 after closure of business hours due to personal reasons and his
preoccupation.

13 COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with the provisions of Secretarial Standard
1 (Board Meetings) and Secretarial Standards 2 (General Meetings) to
the extent as applicable to the Company.

14 BOARD EVALUATION

The Board generally evaluate the overall performance and the
evaluation are as under:

(a) As growth opportunities are getting stymied by environmental
threats, the management needs to be in guard to prevent any
unforeseen dangers.

(b) The need to preserve the integrity and ethics are more important
than any other business demands.

(c) Long pending issues need to be addressed and resolved at the
earliest so that the future path can be hormonised with greater
focus.

15 PARTICULRS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

The details of Related Parties and the Transaction with them are
disclosed as required by Ind AS - 24 issued by The Institute of
Chartered Accountants of India under Note No. 2.18.7 forming part of
this Annual Report.

In the opinion of Board there were no “material” transactions that
warrant a disclosure in this report. The amounts payable by the
subsidiary to holding company is enhanced based on the volume of
operations and the work performed by the holding company.,

Accordingly, particulars of Contracts or Arrangements with related
parties referred to in Section 188(1) in Form AOC-2 does not form a
part of this report.

Further the members may note that the Company has not entered into
Contracts/Arrangements/Transactions which are not at arm’s length
basis.

16 PARTICULARS OF LOANS GIVEN, INVESTMENT MADE,
GUARANTEES GIVEN AND SECURITIES PROVIDED

During the year under review, pursuant to the provisions of Section
186 Company has not granted any Loan or has made any Investment
or given any guarantees and Security.

17 TRANSFER TO RESERVES

The Company has not made any transfer to the reserve other than
transfer of surplus earned during the year.

18 MAXIMUS SECURITIES LIMITED (MSL) - SUBSIDIARY COMPANY

The Subsidiary Company has earned a net profit of Rs. 187.76 Lakhs
for the financial year ended 31st March, 2025. The Subsidiary Company
is exploring various options to improve its earnings in the current
financial year.

19 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGOING

The Company is not engaged in manufacturing activities therefore
there is no information to submit in respect of conservation of energy
and absorption of technology.

Foreign Exchange Earnings: Nil

Foreign Exchange Outgoings: Nil

20 CONTINGENCY PROVISIONS

The company has provided a Contingency Provision of Rs. 340.28
Lakhs up to 31^st March 2025. During the year the Company has
reversed Contingency provision of Rs. 465.07 Lakhs which are no
longer required.

21 DEPOSITORIES

Effective October 30, 2000, the Equity Shares of your Company
have been mandated by Securities and Exchange Board of India for
delivery only in dematerialized form for all investors.Your Company
has already entered into arrangements with National Securities
Depository Limited (NSDL) and Central Depository Services Limited
(CDSL) for custody and dematerialization of shares in accordance
with the Depositories Act, 1996.

22 E-VOTING

In terms of the requirements of Listing, the Company has engaged
Bigshare i-Vote E-Voting System for E-Voting Facility for its
Shareholders.

23 PARTICULARS OF EMPLOYEES

There are no employees who are covered under Section 134(3) of the
Companies Act, 2013 read with Companies (Particulars of Employees)
Rules 1975.

24 WEBSITE OF THE COMPANY

The Company maintains a website www.hvbridfinance.co.in where
detailed information of the Company is provided.

25 WHISTLE BLOWER MECHANISM

The Company has a Whistle Blower Policy in place for vigil mechanism.
The said policy has been implemented keeping in view of the
amendments in the Companies Act, 2013 and in compliance with the
Listing Agreement.

26 SEXUAL HARASSEMENT

Your Company and its Subsidiary have Zero Tolerance towards Sexual
Harassment and there were no complaints of any Sexual Harassment
during the year under review.

27 INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an adequate internal control system commensurate
with the size of the Company and the nature of its business. The
Internal Control System of the Company is monitored and evaluated
by Internal Auditor and his Audit Reports are periodically reviewed by
the Audit Committee of the Board of Directors. The observations and
comments of the Audit Committee are placed before the Board.

28 DIRECTOR’S RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with Indian
Accounting Standards (Ind AS) under the historical cost convention on
accrual basis except for certain financial instruments, which are
measured at fair values. The Company has adopted all the Ind AS
standards and the adoption was carried out in accordance with applicable
transition guidance.

As required under section 134(3)(c) of the Companies Act, 2013 the
Directors hereby confirm that:

i. in the preparation of the annual accounts for the financial year
ended March 31, 2025, the applicable accounting standards had
been followed along with proper explanation relating to material
departures;

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

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

iv. the Directors have prepared the Annual Accounts on a going
concern basis.

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

29 CORPORATE GOVERNANCE

Pursuant to the Listing Regulations of Securities and Exchange Board
of India (Listing Obligations and Disclosures Requirements)
Regulations, 2015 Management Discussion and Analysis and
Corporate Governance Report are made a part of the Annual Report.

30 AUDIT REOPORTS

The Statutory Auditors have expressed their opinion or observations
in the Audit Report and Management of the Company offers their
response on the same:

31 SECRETARIAL AUDITOR

The Board of Directors have appointed Mr. Vijay S. Tiwari, a practising
Company Secretary, as Secretarial Auditor for the Financial Year
2024-2025. The Board also recommends the appointment of Mr.Vijay

S.Tiwari as the Secretarial Auditor for the financial years from 2025¬
2026 to 2029-2030 as recommended by the Audit Committee subject
to the approval of the shareholders.

32 AGM BY VIDEO CONFERENCE (VC) / OTHER AUDIO VISUAL
MEANS (OVAM)

In view of the advice given by SEBI and MCA vide their notification
the dispatch of printed copies of the Accounts and Annual Report is
not being done. Members have to send their email id to the Registrar
and update their records. Copies of Annual Accounts, Notice etc will
be available in the Exchange Portals and Company’s Website
www.hvbridfinance.co.in. Shareholders can access the same for
further details.

33 CORPORATE SOCIAL RESPOSIBILITY

The said provisions are not applicable to the Company.

34 REGISTRATION UNDER MSME

During the year 2022-2023 the Company has got Udyam Registration
Certificate dated 25^th May,2022 from Ministry of Micro, Small and
Medium Enterprises (MSME).

35 SCHEME OF ARRANGEMENT

During the year 2023-2024 the Company held an Extraordinary General
Meeting (EGM) on 15^th September, 2023 under the provisions of
Sections 233 of the Companies Act, 2013 read with Rule 25 of
Companies (Compromises, Arrangements and Amalgamations) Rules,
2016 for the proposed Scheme of Amalgamation of Maximus Securities
Limited (Transferor Company) with Hybrid Financial Services Limited
(Transferee Company). The majority members in the EGM approves
the scheme. However, The Regional Director, Ministry of Corporate
Affairs, Mumbai had rejected this proposal on account of delayed
submission of documents. Then the Company had decided to approach
National Company Law Tribunal (NCLT), Mumbai for the proposed
Scheme of Merger. The NCLT has passed first motion order dated 26^th
November 2024 dispensing with the requirements of Shareholders’
Meeting for merger and ordered on completion of other legal / statutory
formalities to complete the merger.

36 AUDITORS

The members have approved the appointment of M/S. Ramanand
Iyer & Co. Chartered Accountants, Mumbai as new Statutory Auditors
in the 37^th Annual General Meeting held on 30^th July 2024 for a term of
five years

37 ACKNOWLEDGEMENTS

Your Directors wish to thank and place on record their appreciation of
the valuable support given by Company’s Customers, Shareholders
and Bankers.

FOR AND ON BEHALF OF THE BOARD

K. CHANDRAMOULI

Whole Time Director and
Company Secretary

Place:Mumbai
Date: 25th July, 2025