Your Directors' have pleasure to present the Thirty-First Annual Report of your Company, Avasara Finance Limited for the financial year ended March 31, 2025. In line with the requirements of the Companies Act, 2013 and the rules framed thereunder, this report covers the financial results and other developments during the Financial Year 1^st April 2024 to 31st March 2025.

1. SUMMARY OF OPERATIONS/RESULTS

The financial results of the Company for the year ended March 31, 2025 compared to the previous year are summarized below:

2. COMPANY'S AFFAIRS

Your Company's business revenue during the year is Nil and incurred a loss of Rs. (44.61) lacs for the financial year 2024-25 as against the revenue of Rs. 133 lacs and net profit after tax of Rs. 21.68 lacs in the previous financial year 2023-2024.

3. PERFORMANCE AND FUTURE PROSPECTS

Your Company has prepared the Financial Statements in accordance with Indian Accounting Standards ("IND AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) Rules, 2016. The Company has adopted IND AS from 1^st April 2018 with effective transition date of 1^stApril, 2017 and accordingly, these Financial Statements together with the Financial Statements for the comparative reporting period have been prepared with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 ("the Act") read with relevant Rules issued thereunder and the other accounting principles generally accepted in India.

During the year 2024-25 the company had not generated any revenue and the loss incurred was Rs. 44.61 lacs. However, the Company is looking at various opportunities for expanding the business including other area of lending and building a loan book and engage in the distribution, dealing, and broking of all financial assets, including but not

limited to mutual funds, portfolio management services (PMS), alternative investment funds (AIF), market-linked debentures (MLDs), bonds, corporate deposits, bank deposits, pre-IPO and unlisted shares, structured products, and other financial instruments.

4. CHANGE IN THE MANAGEMENT OF THE COMPANY

During the year under review there have been significant changes in the constitution of the

Board of Directors as follows:

1. Ms. Uma Prasad Bontha resigned due to pre-occupation as Non-executive Independent Director on 09^th August, 2024.

2. Ms. Deepthi Donkeshwar was appointed as an Additional Non-executive Independent Director on 14^th November, 2024.

3. There was change in the designation of Mr. Sabarinath Gopalakrishnan from whole-time Director and as Chief Financial Officer to Non- executive Director on 14^th February, 2025.

4. Mr. Naresh Gandhi tendered his resignation as Independent Director on 03^rd March, 2025

5. Mr. Nityanand Shankar Nayak and Mr. Vivek S Kakati have been appointed as an Additional Non Executive Independent Directors on 11^th March, 2025.

Changes in Management between the end of the financial year and the date of this report

1. Mr. Valmeekanathan Subramanian tendered his resignation as non-executive Director on 15^th April, 2025.

2. Ms. Deepthi Donkeshwar resigned as Additional Non-executive Independent Director on 27^th May, 2025.

3. Mr. Raj Surendra Jain has been appointed as Chief Financial Officer on 27^th May, 2025.

4. Mr. Sabarinath Gopalakrishnan resigned as Non-executive Director on 11^th August, 2025.

5. Ms. Jaya Janardanan has been appointed as a non-executive Independent Director on 27^th June, 2025.

6. Mr. Nityanand Shankar Nayak and Mr. Vivek S Kakati have been regularized as Non Executive Independent Directors by passing special resolution through Postal Ballot on 31st July, 2025.

7. Ms. Jaya Janardanan has been regularized as a non-executive Independent Director on by passing special resolution through Postal Ballot on 31^st July, 2025.

8. Mr. Vinu Mammen appointed as the whole-time Director on 30^th July, 2025.

5. DIVIDEND & TRANSFERS TO IEPF

Your Board does not recommend any dividend for the financial year ended March 31, 2025.

The Company was not required to transfer the amount of any unclaimed/unpaid dividend

to Investor Education Protection Fund.

6. TRANSFER TO RESERVE

The Board of Directors of your Company has not transferred any amount from Retained earnings to the statutory reserve as directed by RBI for the year 2024-25 as the Company did not have any profit.

7. CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

There was no change in the registered office of the company during the financial year 20242025.

8. CORPORATE GOVERNANCE

Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, provide threshold for applicability of corporate governance rules. Your company does not exceed such threshold. Hence, provision of corporate governance is not applicable on your company.

9. CHANGE IN THE NATURE OF BUSINESS

No changes occurred in the nature of business during the financial year ended March 31, 2025, and till the date of issue of this report.

10. MATERIAL CHANGES AND COMMITMENTS

No material changes/ commitments occurred between the end of the financial year to which financial statements relate and the date of this report.

11. DEPOSITS

The Company has not accepted any deposits and, as such, no amount of principal or interest is outstanding as of the Balance Sheet date.

12. BORROWINGS FROM DIRECTORS:

During the year, the Company has not borrowed any funds from Directors of the Company.

13. DETAILS OF REMUNERATION PAID TO DIRECTORS.

During the year, no remuneration was paid to the Directors of the Company.

14. SUBSIDIARY, ASSOCIATE AND JOINT VENTURES COMPANIES

The Company does not have any subsidiary as per Clause 2(87) or associate as per Clause 2(6) of the Companies Act, 2013; also, it has not entered into any joint venture agreements with any other entities.

The company is a subsidiary of Jupiter Capital Private Limited, holding 65.86% of share capital of the company.

15. SHARE CAPITAL

During the Financial year 2024-25, the Authorised Capital of the Company has been increased from Rs. 8,00,00,000 (Rupees Eight Crores only) comprising of 60,00,000 (Sixty Lakh) Equity Shares of Rs.10/ - (Rupees Ten only) each aggregating to Rs. 6,00,00,000/ -(Rupees Six Crores only) and 20,00,000 (Twenty Lakhs) Preference Shares of Rs.10/ -(Rupees Ten only) each aggregating to Rs. 2,00,00,000/- (Rupees Two Crores only) to Rs. 20,00,00,000 (Rupees Twenty Crores only) comprising of 1,80,00,000 (One Crore Eighty Lakhs) Equity Shares of Rs.10/ - (Rupees Ten only) each aggregating to Rs. 18,00,00,000/ -(Rupees Eighteen Crore only) and 20,00,000 (Twenty Lakhs) Preference Shares of Rs.10/-(Rupees Ten only) each aggregating to Rs. 2,00,00,000/ - (Rupees Two Crores only) each, ranking pari-passu with the existing shares of the Company.

There was no change in the paid-up share capital during the year under review.

During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options or sweat equity or warrants.

16. BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND COMMITTEES THEREOF

• Changes in Directors/ Key Managerial Personnel

1. Ms. Uma Prasad Bontha resigned due to pre-occupation as Non-executive Independent Director on 09^th August, 2024.

2. Ms. Deepthi Donkeshwar was appointed as an Additional Non-executive Independent Director on 14^th November, 2024.

3. There was change in the designation of Mr. Sabarinath Gopalakrishnan from whole-time Director and as Chief Financial Officer to Non- executive Director on 14^th February, 2025.

4. Ms. Charmi Gindra resigned as Company Secretary and Compliance Officer on 14^th February, 2025.

5. Ms. Khandavalli Madhavi was appointed as Company Secretary and Compliance Officer on 14^th February, 2025.

6. Mr. Vinu Mammen was appointed as Chief Operating Officer on 14^th February, 2025.

7. Mr. Naresh Gandhi tendered his resignation as Independent Director on 03^rd March, 2025.

8. Mr. Nityanand Shankar Nayak and Mr. Vivek S. Kakati have been appointed as an Additional Non Executive Independent Directors on 11^th March, 2025.

• Changes in composition between the end of the financial year and the date of this report

1. Mr. Valmeekanathan Subramanian tendered his resignation as non-executive Director on 15^th April, 2025.

2. Ms. Deepthi Donkeshwar resigned as Additional Non-executive Independent Director on 27^th May, 2025.

3. Mr. Raj Surendra Jain has been appointed as Chief Financial Officer on 27^th May, 2025.

4. Mr. Sabarinath Gopalakrishnan resigned as Non-executive Director on 11^th August, 2025.

5. Ms. Jaya Janardanan has been appointed as a non-executive Independent Director on 27^th June, 2025.

6. Mr. Nityanand Shankar Nayak and Mr. Vivek S Kakati have been regularized as NonExecutive Independent Directors by passing special resolution through Postal Ballot on 31s^t July, 2025.

7. Ms. Jaya Janardanan has been regularized as a non-executive Independent Director on by passing special resolution through Postal Ballot on 31^st July, 2025.

8. Mr. Vinu Mammen appointed as the whole-time Director on 30^th July, 2025 subject to Shareholder's approval.

• Retirement by Rotation

As per provisions of the Companies Act 2013, Mr. Sanjay Kordi Prabhu (DIN- 00023196) retires by rotation at the ensuing Annual General Meeting of the Company and being eligible seeks re-appointment. The Board of Directors recommend his reappointment at the ensuing Annual General Meeting.

• Recommendation

The Board recommends to Members to appoint Mr. Vinu Mammen (10710860) as the whole-time Director on at the ensuing Annual General Meeting by passing Special Resolution.

• Committee Meeting Independent Directors

During the year under review, the Independent Directors was held on 14^th February, 2025 inter alia, to discuss:

1. Evaluation of performance of Non-Independent Directors and the Board of Directors as

a whole;

2. Evaluation of performance of the Chairman of the meetings of the Company, taking into account the views of Executive and Non-Executive Directors.

3. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties

• Declaration from Independent Directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfil the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

• Familiarization program for independent directors

All new independent directors appointed on the Board attend a familiarization program.

After appointment, a formal letter is issued to the independent directors outlining his/her roles, functions, duties and responsibilities.

• Board evaluation

The performance of the board was evaluated by the board after seeking inputs from all the directors based on the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members based on the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors based on the criteria such as the contribution of the individual director to the board and committee meetings.

In a separate meeting of independent directors, performance of non-independent directors, and performance of the board was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

• Policy on director's appointment and remuneration

The current policy of the Company is to have an optimum combination of both executive and independent directors to maintain the independence of the Board and separate its functions of governance and management.

The policy of the Company on director⁷s appointment and remuneration, including criteria for determining qualifications, independence of director and other matters, as required under Section 178(3) of the Companies Act, 2013 is available on our website (www.trcfin.in). There has been no change in the policy since the last financial year. We avow that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

• Policies

All our policies are available on our website (www.trcfin.in). The policies are reviewed periodically by the Board and updated based on need.

16.3 Committees of Board of Directors • Audit Committee

The Audit Committee of Directors is constituted as per the provisions of Section 177 of the Companies Act, 2013. The Composition of Audit Committee is as follows:

• Stakeholders Relationship Committee

Pursuant to Section 178 of the Companies Act, 2013, the Board of Directors has constituted the Stakeholders Relationship Committee. The Composition of Stakeholders Relationship Committee is as follows:

14. CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE

Priti J Sheth of M/s Priti J Sheth & Associates practicing Company Secretaries has issued a certificate as required under the Listing Regulations, confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of Companies by SEBI/ Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed as "Annexure A"

15. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 in respect of Corporate Social Responsibility are not applicable to the Company.

16. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower mechanism for directors and employees to report concerns about unethical behavior. The said policy has been posted on the website of the Company-www.trcfn.in.

17. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators, courts or tribunals impacting the functioning of the Company.

18. STATUTORYAUDITORS

M/s. P.B. Shetty & Co., Chartered Accountants (FRN No. 110102W) were appointed as the Statutory Auditors of the Company under Section 139 of the Companies Act, 2013 for a period of three consecutive years i.e. to hold the office till the conclusion of the fourth Annual General Meeting to be held in the financial year 2026. The statutory auditors continue with their appointment.

19. 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.

20. INTERNAL FINANCIAL CONTROL (IFC)Your Company's internal control system (including Internal Financial Controls with

reference to financial statements) ensures efficiency, reliability and completeness of accounting records and timely preparations of reliable financial and management information, compliance with all applicable laws and regulations, optimum utilization, and the protection of the Company's assets.

The Company has appointed Adithya & Vishwas., Chartered Accountants as the Internal Auditors as mandated under Section 138 of the Companies Act, 2013 for conducting the Internal Audit of the Company.

21. FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT U/S.143 (12)

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

22. RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy which helps the Company in identification of risk, lays down procedure for risk assessment and procedure for risk mitigation.

23. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Since the Company is a registered entity under the Reserve Bank of India to conduct the business of Non-Banking Financial Services, pursuant to the section of 186 (11)(a), (b) of the Companies Act, 2013, the company is exempted from complying with the provisions.

Further, details of Investments made by the Company during the year under review form a part of the financial statements.

24. PARTICULARS OF TRANSACTION BETWEEN THE COMPANY AND THE NONEXECUTIVE DIRECTORS

During the year under review the company has not entered into any transaction with its Non-Executive Directors.

25. INTERNAL COMPLAINTS COMMITTEE

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules framed

thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.

The Company is committed to providing a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees. An Internal Complaints Committee has been set up in compliance with the POSH Act.

During the FY ended March 31, 2025, no complaint pertaining to sexual harassment was received.

Further, the Directors hereby declare that The Company has complied with the provisions of Maternity Benefit Act, 1961 during the year under review.

27. MATERNITY BENEFIT

The Company declares that it has complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leaves continuity of salary and service during the leave period, and post- maternity support such as nursing breaks and flexible return to work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

28. AUDIT TRAIL

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility but the same has not been operational throughout the year for all relevant transactions accorded in the software.

29. APPOINTMENT OF DESIGNATED PERSONS UNDER RULE 9(4) OF COMPANIES (MANAGEMENT AND ADMINISTRATION) SECOND AMENDMENT RULES, 2023

The Company has appointed Ms. Khandavalli Madhavi as a designated person.

30. COMPLIANCE WITH THE ICSI SECRETARIAL STANDARDS

The relevant Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) related to the Board Meetings and General Meetings have been complied with by the Company.

31. DIRECTORS' RESPONSIBILITYSTATEMENT:

In terms of Section 134(5) of the Companies Act, 2013 in relation to financial statements for the year ended 31^st March 2025, the Board of Directors state that:

a. In the preparation of the Annual Accounts, the applicable accounting standards had been followed.

b. The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 and loss of the Company for that period.

c. 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.

d. The Directors had prepared the Annual Accounts on a going concern basis.

e. The Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

f. 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.

32. EXTRACT OF ANNUAL RETURN

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year 2024-25 is uploaded on the Company's website and can be accessed at http:// www.trcfin.in.

33. SECRETARIAL AUDITORS

As required under Section 204 of the Companies Act, 2013 and Rules made thereunder the Board has appointed M/s. Priti J. Sheth& Associates, Practicing Company Secretaries as Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for the FY2024- 25. The Secretarial Audit Report for the F Y 2024-25, contains observations which are self explanatory and no further explanation/justification is required from the management.

34. SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the financial year 2024-25 forms part of Annual Report as "Annexure B" to the Boards Report.

35. DIRECTORS COMMENT ON QUALIFICATION OR OBSERVATION

The responses of your directors on the observations made by the Secretarial Auditor are as follows: -

2) The Company did not pay the annual listing fees to BSE within the prescribed timeline, resulting in a delay in compliance with the listing obligations. - There was a slight delay in the payment of the listing fees due to paucity of funds

2) There has been delay in BSE submission of Shareholding for the Quarter ended 30^th June, 2024. Due to the delay in payment of the listing fees there was a slight delay in submitting the shareholding pattern for the quarter ended 30th June, 2024

3) There were delays in submitting regulatory filings with the Reserve Bank of India (RBI) - The email id’s and login issues in the new portal i.e. CIMS introduced by RBI has been sorted out and the regulatory filings with RBI are being complied within the time limits prescribed.

4) The Company did not comply with the requirement of submitting the Structured Digital Database (SDD) Compliance Certificate under Regulation 3(5) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 during the financial year 2024-25. The Company installed the SDD software on 29^th May 2025 and has ensured compliance thereafter.

5) The casual vacancy arising from the resignation of the Woman Director was filled after a period exceeding three months, resulting in non-compliance with the timelines prescribed under applicable regulations. There was a slight delay in convening the Board Meeting the same has been complied with

36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO(A) CONSERVATION OFENERGY

i. The Steps Taken or Impact on Conservation of Energy: The Company takes necessary measure to conserve energy at its offices.

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)

• Details of technology imported: Nil

• Year of Import: Nil

• Whether technology has been fully absorbed: Nil

• 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

( C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of foreign exchange earnings and outgo during the period under review is as under:

37. CEO / CFO CERTIFICATION

The company is exempted under Regulation 15(2) of the SEBI (Listing Obligations and Disclosures) Regulations, 2015 from including CEO / CFO certificate as a part of Annual Report.

38. RELATED PARTY TRANSACTIONS

There were no transactions falling under the purview of Section 188 of the Companies Act, 2013 and the rules framed thereunder.

39. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the 'Listing Regulations'), is presented in a separate section forming part of this Annual Report.

40. RESERVE BANK OF INDIA REGULATIONS

The Reserve Bank of India has classified the Company as "Category 'B' Non-Banking Finance Company".

The Company continues to comply with all the applicable regulation prescribed by the Reserve Bank of India ("RBI") from time to time.

41. MAINTENANCE OF COST RECORDS:

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

42. PARTICULARS OF REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONS AND EMPLOYEES

The Company wishes to place on record their appreciation to the contribution made by the employees to the operations of the company during the period.

During the year under review, there were no employees who were in receipt of the remuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and Remuneration) Rules, 2014 and therefore no disclosures need to be made under the said section.

Further, the details of the top 10 employees in terms of remuneration drawn pursuant to rule 5(1) and 5(2) of Companies (Appointment and Remuneration) Rules, 2014 shall be available at the registered office of the Company during the business hours and the details ratios of the remuneration of each Director to the median remuneration to the employees of the Company for the financial year are enclosed as "Annexure C" to the Board's Report.

43. DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

The Company has not entered in any of the agreements that it impacts management and control of the listed entity which are binding and not in normal course of business. Any other parties where listed entity is not a party has not been entered.

34. INSOLVENCY AND BANKRUPTCY CODE

No application has been made under the Insolvency and Bankruptcy Code.

The requirement to disclose the 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 Financial Year is not applicable.

35. DETAILS OF VALUATION

The requirement to disclose the 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, is not applicable.

44. ACKNOWLEDGEMENT

Your Board wishes to place on record its sincere appreciation for the wholehearted support received from members, government authorities, bankers, consultants, and all other business associates. We look forward to continued support of all these partners in progress.