Your Directors have pleasure in presenting the 35^thAnnual Report of the Company together
with Financial Statements for the year ended 31^stMarch, 2024.

1. Financial Summary or Highlights.

The highlights of the financial performance of the Company for the financial year ended
31^stMarch, 2024, as compared to the previous financial year are as under¬
pin Lakhs

2. Dividend.

The Company has registered P108.63 lakhs towards profit after taxes during the financial year
under review as against loss ofP241.68lakhsduring the previous financial year. The Company is
presently in the recovery phase post the COVID 19 pandemic. The recovery is gradual though
the Company is making all round efforts for the same. Hence the Company shall retain
earnings for funding further growth and achieving profit sustainability. The Company is also
desirous to exploit the opportunities to undertake suitable projects. Therefore, the Board of

Directors (hereinafter referred to as “the Board”) has decided not to declare any dividend for
the financial year under review.

3. The amount proposed to be carried to reserves.

The Company has transferred ?21.73 lakhsto the Statutory Reserve maintained under section
45 IA of the Reserve Bank of India Act, 1934.

4. Change in Share Capital.

During the year under review, there has been no change in the Authorised or Paid-up Share
Capital.

The Authorised Share Capital of the Company stands at ?7,00,00,000/- divided into 70,00,000
Equity Shares of ?10/- each.

The issued, subscribed and Paid-up Share Capital of the Company is ?5,98,96,000 divided into
59,89,600 Equity Shares of ?10/- each.

Further, during the financial year under review, there was no instance of:

a. reclassification or sub-division of the authorised share capital;

b. reduction of share capital or buy back of shares;

c. change in the capital structure resulting from restructuring;

d. change in voting rights.

e. Issue of shares or other convertible securities

f. Issue of equity shares with differential rights

g. Issue of Sweat Equity Shares

h. Employee Stock Options

i. Shares held in trust for the benefit of employees where the voting rights are not
exercised directly by the employees

j. Issue of debentures, bonds or any non-convertible securities

k. Issue of warrants

5. Listing.

The equity shares continue to be listed on the BSE Ltd. which has nation-wide terminals and
therefore, shareholders/investors are not facing any difficulty in trading in the shares of the
Company from any part of the country. The Company has paid the annual listing fee for the
financial year 2023-2024 to BSE Ltd.

6. Corporate Governance Report.

In terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”),a separate report on Corporate
Governance is furnished as a part of the Directors' Report.

Further, in terms of Schedule V of the Listing Regulations, Certificate issued by a Company
Secretary in whole time practice regarding compliance of condition of Corporate Governance
is annexed to the Directors' Report.

7. Annual Return.

In accordance with the Companies Act, 2013 (“the Act”), the Annual Return in the prescribed
formatis uploaded on the website of the Company and can be viewed via the link:
https://nprfinance.com/annual-return-as-provided-under-section-92-of-the-companies-act-
2013-and-the-rules-made-thereunder/.

8. Directors & Key Managerial Personnel.

a. Board of Directors

As on 31^st March, 2024, the composition of the Board is as under:

a. Mr. Rajendra Kumar Duggar (DIN-00403512) - Chairperson - Independent Non¬
Executive Director;

b. Mr. Pawan Kumar Todi (DIN-00590156) - Managing Director &Non-Independent Director
(Promoter);

c. Mr. Rishi Todi (DIN-00590337) - Non-Executive Non-Independent Director (Promoter
Group);

d. Mr. Ashok DhirajlalKanakia (DIN-00738955) - Independent Non-Executive Director;

e. Ms. SarikaMehra (DIN-06935192) - Whole time Director.

Mr. Rishi Todi (DIN-00590337), Non-Executive Non-Independent Director, retired by rotation at
the 34^thAnnual General Meeting (AGM)held on 26^thSeptember, 2023, where he was re¬
appointed

Further, Ms. Sarika Mehra (DIN-06935192), Executive Director, retires by rotation on the
conclusion of the ensuing 35^thAGM where she has presented herself for re-appointment.

Mr. Rajendra Kumar Duggar (DIN-00403512) has been re-appointed twice for a term of five
years each, since the enactment of the Companies Act,2013.In his present secondterm, he
holds office till the conclusion of the ensuing 35^thAGM. In line with the provisions of the
Companies Act, 2013 and the Rules made thereunder, read with the Listing Regulations, an
Independent Director can hold office for a maximum of two consecutive terms of five years
each. Thus his tenure shall expire on the conclusion of the ensuing 35^thAGM. The Board duly
acknowledges his priceless contribution to the Company during his term.

The tenure of ShriAshok DhirajlalKanakia (DIN-00738955),who was appointed as an
Independent Director for a term of five years, will expire on the conclusion of the ensuing
35^thAGM - he has presented himself for re-appointment for another term of five years.
Considering his several year of experience, your Board considers his re-appointment prudent.

He has not been debarred or disqualified from being appointed as Director by any statutory
authority.

Further, Mr. Ashok Kumar Singhania (DIN - 00589725), was appointed as an Independent Non¬
Executive Director - Additional Director, at the meeting of the Board members held on 12^th
August, 2024. He holds office till the conclusion of the ensuing 35^th AGM where he has
presented himself for appointment for a term of five years with effect from the conclusion of
the ensuing 35^thAnnual General Meeting (AGM).Mr. Ashok Kumar Singhania's (DIN - 00589725)
induction on the Board is expected to enhance the Board diversity. Considering the same,
coupled with his varied experience over the past several years - the Board proposes his
appointment at the ensuing AGM.

Upon the completion of tenure of Mr.Rajendra Kumar Duggar (DIN-00403512), Mr. Ashok
KumarSinghania (DIN - 00589725) will take the Chair.

b. Company Secretary.

Ms. RitikaVarmais the Company Secretary.

c. Chief Financial Officer.

Mr. Ashok Kumar Shah is the Chief Financial Officer of the Company.

9. Number of Meetings of the Board.

The Board met four (4) times during the Financial Year under review. The details thereof,
including the attendance of the Directors, is provided in the Corporate Governance Report
which is annexed to this Report.

Further, one exclusive meeting of the Independent Directors, pursuant to Schedule IV of the
Act and sub-regulation 3 of Regulation 25 of the Listing Regulations, was held on 9^th February,
2023.

All the meetings were held in accordance with the provisions of the Act, Listing Regulations
and the Secretarial Standard-1 (SS-1).

10. Policy on Directors' Appointment & Remuneration.

The Company's Nomination and Remuneration Policy, contains, inter-alia, policy on directors'
appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of a director and other matters provided under sub-section (3)
of section 178 of the Act and the Listing Regulations.

The Policy defines the basic principles and procedure of nomination and determination of
remuneration of all the Directors, Key Managerial Personnel and the senior management. It is
further intended to ensure that the Company is able to attract, develop and retain high-
performing Directors, Key Managerial Personnel and other employees and that their
remuneration is aligned with the Company's business strategies, values and goals. The policy
is based on the following pillars:

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and
motivate directors of the quality required to run the Company successfully;

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

c. The remuneration to directors, key managerial personnel and senior management involves a
balance between fixed and incentive pay, reflecting short and long-term performance
objectives appropriate to the working of the Company and its goals.

The Policy in available on the website of the Company via the link:

https://nprfinance.com/nomination-and-remuneration-policy/

11. Opinion of the Board with regard to integrity, expertise and experience (including
proficiency) of the Independent Directors appointed during the year.

In terms of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014, the Board hereby declares
that:

In the opinion of the Board of Directors, the integrity, expertise and experience (including the
proficiency)of the Independent Directors of the Company is adequate and commensurate with
the size, structure, and business requirement of the Company.

Further, the Independent Directors have registered their names in the Independent Directors'
databank.

12. Declaration by the Independent Directors and statement on compliance of Code of Conduct.

All the Independent Directors have furnished the Statement on Declaration of Independence
under section 149 (7) of the Act and Regulation 16 of the Listing Regulations. Further, the
Independent Directors have complied with the Code of Independent Directors prescribed in
Schedule IV to the Act.

13. Statement on compliance of Code of Conduct.

The Corporate Governance Report contains a Declaration on compliance to the Code of
Conduct by the Directors and Senior Management Personnel of the Company.

14. Disclosure pursuant to Section 177(8) of the Act - Audit Committee.

As on 31^st March, 2024, the composition of the Audit Committee is as under:

a. Mr. Rajendra Kumar Duggar (DIN-00403512) - Chairpersons Independent Non¬
Executive Director;

b. Mr. Ashok Dhirajlal Kanakia (DIN-00738955) - Independent Non-Executive Director;

c. Ms. Sarika Mehra (DIN-06935192) -Executive Director;

The Company Secretary is the Secretary to the Committee.

During the Financial Year under review, the Audit Committee met four(4) times and all such
meetings were held in accordance with the provisions of the Act readwith the Rules made
thereunder and the Listing Regulations. Details of the same, including the meeting dates and
the attendance of the Committee members, are provided in the Corporate Governance Report.

Further, the Board has accepted all the recommendations of the Audit Committee in the
Financial Year 2023-2024.

Mr. Ashok Kumar Singhania (DIN - 00589725) has been appointed as a member of the Audit
Committee with effect from 12^th August, 2024. Further, he will chair the Audit Committee upon
the conclusion of the 35^th AGM post the retirement of the present Chairperson - ShriRajendra
Kumar Duggar (DIN-00403512).

15. Composition of the Nomination and Remuneration Committee.

As on 31^st March, 2024, the composition of the Nomination and Remuneration Committee is as
under:

a. Mr. Ashok Dhirajlal Kanakia (DIN-00738955)- Chairpersons Independent Non¬
Executive Director;

b. Mr. Rajendra Kumar Duggar (DIN-00403512) - Independent Non-Executive Director;

c. Mr. Rishi Todi (DIN-00590337)- Non-Executive and Non-Independent Director;

The Company Secretary is the Secretary to the Committee.

The detail of the Committee, including the meeting dates and the attendance of the Committee
members, is provided in the Corporate Governance Report.

Mr. Ashok Kumar Singhania (DIN - 00589725) has been appointed as a member of the
Nomination and Remuneration Committee with effect from 12^th August, 2024.

16. Composition of the Stakeholders Relationship Committee.

As on 31^st March, 2024, the composition of the Stakeholders Relationship Committee is as
under:

a. Mr. Rajendra Kumar Duggar (DIN-00403512)-Chairperson & Non-Executive
Independent Director ;

b. Mr. Ashok Dhirajlal Kanakia (DIN-00738955)- Independent Non-Executive Director;

c. Mr. Pawan Kumar Todi (DIN-00590156)-Executive Non-Independent Director (Managing
Director) and

d. Mr. Rishi Todi (DIN-00590337) - Non-Executive Non-Independent Director.

The Company Secretary is the Secretary to the Committee.

The detail of the Committee, including the meeting dates and the attendance of the Committee
members, is provided in the Corporate Governance Report.

Mr. Ashok Kumar Singhania (DIN - 00589725) has been appointed as a member of the
Stakeholders Relationship Committee with effect from12^th August, 2024. Further, he will chair
the Committee upon the conclusion of the 35^th AGM post the retirement of the present
Chairperson - ShriRajendra Kumar Duggar (DIN-00403512).

17. Directors' Responsibility Statement.

Pursuant to the provisions of Section 134 (3) (c) read with section 134 (5) of the Act, the
Directors hereby confirm and state that:

a. In the preparation of Annual Accounts, the applicable Accounting Standards have been
followed along with proper explanation relating to material departures, if any.

b. The Directors have selected such accounting policies and have 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 the end of the Financial Year ended on 31^st
March, 2024 and of the profit of the company for the year under review.

c. The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities.

d. The Directors have prepared the annual accounts on a going concern basis.

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

18. Details in respect of frauds reported by the Auditors under sub-section (12) of section
143 other than those which are reportable to the Central Government.

No such fraud was detected during the financial year under review.

19. Auditors & Auditors' report.

A. Statutory Auditor

M/s Deoki Bijay & Co. (Firm Registration No. 313105E), Chartered Accountants, were re¬
appointed at the 33^rdAnnual General Meeting (AGM ) for a second term of five years to hold

office from the conclusion of the 33^rd Annual General Meeting till the conclusion of the 38^th
Annual General Meeting (AGM) to be held in the calendar year 2027.

The Company has received confirmation from M/s Deoki Bijay & Co. (Firm Registration No.
313105E), in terms of section 139 of the Act, to the effect that it continues to satisfy the criteria
provided in section 141 of the Companies Act, 2013 and that it's appointment is within the limits
prescribed in the said section.

B. Independent Auditors' Report.

The Self Explanatory Independent Auditors' Report does not contain any adverse remarks or
qualification.

C. Secretarial Auditor.

M/s M Shahnawaz& Associates (Membership No. 21427, C.P. No: 15076) -, Practicing Company
Secretary having Firm Regn. No.: S2015WB331500, Membership No. 21427, C.P. No: 15076 and
Office at 1, Abdul Hamid Street,5^th floor, Room No. 508, Kolkata 700 069, has been appointed for
the issuance of the Secretarial Audit Report for the financial year ended 31^stMarch, 2024.

D. Secretarial Audit Report.

The Secretarial Audit Report in Form No.MR-3 does not contain any adverse remarks and is
appended to the Directors' Report in Annexure-I.

E. Internal Auditor.

CS Anshika Shroff (C.P. No. 15055, Membership No. A38390), Company Secretary in whole-time
Practice is the Internal Auditor of the Company.

F. Internal Audit Report.

The Internal Audit Report does not contain any adverse remarks.

20. Secretarial Compliance Report.

Pursuant to Regulation 24A of the Listing Regulations, Company has obtained the Secretarial
Compliance Report for the year ended 31^st March, 2024, from M/s M Shahnawaz& Associates
(Membership No. 21427, C.P. No: 15076), Practicing Company Secretary having Firm Regn. No.:
S2015WB331500, Membership No. 21427, C.P. No: 15076,confirming compliance of SEBI
Regulations / Circulars / Guidelines issued thereunder and applicable to the Company. There
are no observations or adverse remarks in the said report.

21. Maintenance of Cost Records/Cost Audit.

Maintenance of Cost Records/Cost Audit was not applicable on the Company during the
financial year under review.

22. Particulars of Loans, guarantees or investments under Section 186 of the Act.

Details pertaining to loans, guarantees or investments are provided in the notes to the
Financial Statements.

23. Particulars of contracts or arrangements with related parties referred to in sub-section (1)
of Section 188 of the Act in the prescribed form.

All related party transactions, contracts or arrangements that were entered into, during the
financial year under review, were on an arms-length basis and in the ordinary course of
business. The Company has adhered to its “Policy on Related Party Transactions and
Materiality of Related Party Transactions”, as amended (from time to time in-line with the
requirement of the Listing Regulations) while pursuing all Related Party transactions.

Requisite disclosure on Related Party Transactions in Form No. AOC-2 in terms of Section 134
of the Act read with the Rules made thereunder is enclosed by way of Annexure - II.

Approval of the shareholders was obtained at the Annual General Meeting held on 26^th
September, 2023, for approval/ratification of various related party transactions. Further, the
Audit Committee at its Meeting held on 8^th February, 2024, accorded omnibus approval in line
with the Company's Policy on Related Party Transactions, to pursue such transactions subject
to the maximum permissible threshold limit asper applicable provisions of the laws in force.

24. State of Company Affairs & Future Outlook.

As on 31^st March, 2024, the Company, a Non-Systemically Important Non-Banking Financial
(Non-Deposit Accepting or Holding) Company, does not have any outstanding public deposits
and the Company shall not accept in the Financial Year 2024-2025 and thereafter, any public
deposit without obtaining the prior approval in writing of the Reserve Bank of India.

Company has recorded turnover at Rs. 946.61 lakhs during the financial year under review in
comparison to Rs. 1274.33 lakhs of the previous year. The fallin turnover is primarily due to
fallin income from sale of shares and securities and also due to closure of the Wind Power
segment with effect from 1^st June, 2023- owing to the sale of both the Wind turbines in October
2022, the Company did not find any other suitable operating avenue in this segment. Hence this
segment was closed.

Yet inspite of the reduced turnover, the Company has registered profit before Tax of Rs.
147.75lakhs as against lossof Rs. 331.95lakhs in the previous financial year. The same isby and
large attributableto low write-offs and higher interest generation income along-with booking
of profit resulting from sale of office premise at Mumbai which was lying vacant after the
closure of Branch at Mumbai some years ago. Further, one-time income was booked towards
profit on redemption of preference shares;

Also, several expenses have gone down primarily due to closure of wind power segment.
However, Financial Expense during the year under review has gone up by f30.11 lakhs in
comparison to the previous Year due to increase in Inter-corporate Deposits taken for Loan
Disbursements. Establishment expenses have gone up due to annual increments and
recruitments.

Profit after deferred Taxation was recorded at Rs. 108.63 lakhs against loss of Rs. 241.68 lakhs
in the previous year. As per the Requirement of IND AS, total Comprehensive Loss during the
year under review has been recorded at ?258.23 lakhs (loss of ?373.06 lakhs recorded in the
previous year).

Owned Fund of the Company stands at ?4724.75 lakhs as against ?4982.98 lakhs, recorded in
previous year.

During the year under review, the Company opened anew Branch of the finance division at
Lakshikantapur with effect from 5^th September, 2023. Also, the New Delhi Branch has been
closed with effect from 1^st April, 2024.

The Company is looking forward to follow a steady and cautious approach in expanding its
financing activities in near future.

25. 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.

There were no material changes and commitments 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 this Directors' Report.

26. Conservation of Energy, TechnologyAbsorption, Foreign Exchange Earnings and Outgo.
Disclosure in terms of Rule 8(3) of the Companies (Accounts) Rules, 2014:

a. Conservation of Energy.

The Company has no activity relating to conservation of energy.

b. Technology Absorption.

The Company has no activity relating to Technology Absorption. Further, the Company has not
entered into any technology transfer agreement.

c. Foreign Exchange earnings and outgo.

The Company does not have any Foreign Exchange earnings and outgo during the financial
year under review.

27. Risk Management Policy.

The Company has a Risk Management Policy which provides for the identification therein of
elements of risk, which in the opinion of the Board may threaten the existence of the Company.
The details pertaining to various types of risks are described in the Management Discussion
and Analysis report which is annexed to the Directors' Report.

Pursuant to Schedule IV(II)(4) of the Act, the Independent Directors, inter-alia amongst others,
review the system from time to time to ensure that Risk Management is robust and
satisfactory.

As on 31^st March, 2024, the Company is not required to have a Risk Management Committee in
terms of the Listing Regulations and has voluntarily complied with it. In terms of Regulation
17(9)(b) of the Listing Regulations, the Board of Directors is responsible for framing,
implementing and monitoring the Risk Management Plan of the Company and has delegated
the power of monitoring and reviewing of the risk management plan to the Risk Management
Committee.The Risk Management Committee is inter-alia, responsible for laying down
procedures to inform Board members about the risk assessment and minimization
procedures.

28. Manner of formal annual evaluation of the performance of the Board, its Committees and
that of its individual directors.

The manner of formal annual evaluation of the performance of the Board, its committees and
that of the individual directors is more fully described in the Corporate Governance Report
which is annexed to the Directors' Report. The evaluation is perused on the basis of the
Company's performance evaluation policy.

29. Change in the nature of business.

There has been no change in the nature of business of the Company in the Financial Year under
review. Further, the Company has closed it's Wind Power segment with effect from 1^st June,
2023. Also while a new Branch at Lakshikantapur (West Bengal) has been opened with effect
from 5^th September, 2023, the New Delhi Branch has been closed with effect from 1^st April,
2024 in view of unviable business operations.

30. Disclosures relating to Subsidiaries, Associates and Joint ventures.

The Company does not have any Subsidiary or associate companies (as defined in Section 2(6)
of the Act) nor is associated with any joint ventures and therefore the disclosure requirement
pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, is not applicable for the Company.

Similar to the previous year, our Company continues to be an associate company of M/s Rani
Leasings& Finance Private Limited, with the latter's holding being 22.09% in our Company.

31. Details in respect of adequacy of internal financial controls with reference to the Financial
Statements.

The Audit Committee of the Company ensures that there is a direct relationship between the
Company's objectives and the internal financial controls it implements, to provide reasonable
assurance about their achievement.

In this connection, the Audit Committee in coordination with the Internal Audit Department
periodically reviews the following:

a. Transactions are executed in accordance with the management's general or specific
authorization;

b. All transactions are promptly recorded in the correct amount in the appropriate accounts
and in the accounting period in which they are executed so as to permit preparation of
financial information within a framework of recognized accounting policies and practices and
relevant statutory requirements, if any;

c. Accountability of assets is adequately maintained and assets are safeguarded from
unauthorized access, use or disposition.

The Company has in place an Internal Financial Control Policyframedin accordance with the
Companies Act, 2013, reads with the Rule thereunder, the SEBI (Prohibition of Insider
Trading)(Amendment) Regulations, 2018 and other applicable laws in force.

There is a proper allocation of functional responsibilities within the Company and it is ensured
that the quality of personnel commensurate with their responsibilities and duties. Further,
proper accounting and operating procedures are followed to confirm the accuracy and
reliability of accounting data, efficiency in operation and safety of the assets. The regular
review of work of one individual by another, minimizes the possibility of fraud or error in the
absence of collusion.

A reference is made in this connection to the CEO & CFO Certification which forms part of the
Annual Report.

32. Disclosure pursuant to Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

The Company has no employee whose remuneration exceeds the limit prescribed under
Section 197 of the Act read with Rule 5(2) of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

I. The disclosure pursuant to Rule 5(1) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided herein below:

In computing the various parameters, the remuneration is as per the Income Tax Act, 1961.

(i) Ratio of Remuneration of each director to the median remuneration of the
employees of the company for the financial year.

(ii) The percentage increase in the remuneration of each Director, Chief Financial
Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the
financial year.

(iii) The percentage increase/decrease in the median remuneration of the employees in
the financial year.

There has been an increase by 6.64% in the median remuneration of the employees in the
Financial Year.

(iv) The number of permanent employees on the rolls of the company.

As on 31^stMarch, 2024, there are 79employees on the roll of the Company.

(v) A. Average percentile increase/decrease made in the salaries of employees other
than the managerial personnel in the last financial year.

B. Its comparison with the percentile increase in the managerial remuneration and justification
thereof.

In comparison to the aforesaid decrease of 1.07% of employees, the salary of the Managerial
Personnel increased by 9.15%. The decrease in Salary of employees other than managerial
person is due to recruitment of employees followed by the opening of new branches resulting
in reduction in average salary of employees other than managerial person.The increase in
Salary of managerial person is attributable to inflationary impact.

C. Whether there are any exceptional circumstances for increase in the managerial
remuneration.

There are no exceptional circumstances prevalent for increase in the managerial
remuneration.

(vi) Affirmation that the remuneration is as per the remuneration policy of the company.

The Board of Directors hereby affirms that the remuneration paid to all directors, Key
Managerial Personnel is in accordance with the Nomination and Remuneration Policy of the
Company.

II. The disclosure pursuant to Rule 5(2) & 5 (3) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided herein below:

Details of the top ten employees in terms of remuneration drawn:

Mr. Pawan Kumar Todi (DIN-00590156) is the son of Late Mr. Nandlal Todi (DIN-00581581) and
Mr. Rishi Todi (DIN-00590337) is the son of Mr. Pawan Kumar Todi (DIN-00590156) - Member of
the Board of Directors. None of the others above is a relative of any director or manager of the
Company.

33. Vigil Mechanism/Whistle Blower Policy.

The Vigil Mechanism/Whistle Blower Policy of the Company is aimed to provide a vigilance
mechanism for the directors and employees of the Company to raise concern of any violations
of legal or regulatory requirements, incorrect or misrepresentation of any financial statements
and reports, etc. The purpose of this Policy is to encourage the Company's directors and
employees who have concerns about suspected misconduct to come forward and express
these concerns without fear of punishment or unfair treatment.

No personnel have been denied access to the Audit Committee. There were no instances of
reporting under the Whistle Blower Policy.

The details of the Vigil Mechanism/Whistle Blower Policy is explained in the Corporate
Governance Report and also disclosed on the website of the Company via the weblink:

https://nprfinance.com/vigil-mechanism-whistle-blower-policy/

34. Insider Trading.

The Company has in place various Codes/policies pursuant to the SEBI (Prohibition of Insider
Trading) Regulations, 2015, as amended from time to time.

The aforesaid Codes have been disclosed on the website of the Company.

35. Transfer of amount to Investor Education and Protection Fund (IEPF).

Please note that, no claims shall lie against the Company in respect of unclaimed dividend
amounts so transferred to the Investor Education and Protection Fund (IEPF).

Ms. Ritika Varma is the Nodal Officer of the Company. Claimants may contact the Nodal Officer
through the dedicated e-mail Id for the said purpose: unclaimeddividend@nprfinance.com.
Alternatively, the claimants may also write their concerns to the Nodal Officer, addressed at
the Registered Office. The relevant details in the above matter, including the relevant
notification of the Ministry, contact details of the Nodal Officer, access link to the refund
webpage of the IEPF Authority website, etc., are available on the website of the Company via
the following link:

https://nprfinance.com/unclaimed-unpaid-dividend-public-deposit/

36. Compliance to norms prescribed by RBI for NBFCs.

Your Company has been complying with all the requisite applicable norms prescribed by the
Reserve Bank of India for Non-Deposit Taking Non-Systematically Important NBFCs.

37. Shifting of Registered Office of the Company with effect from 1^st June, 2024.

The Registered Office has been shifted to6^thFloor, Unit No.611, Adventz Infinity@5, Street No.18,
BN-Block, Sector-V, Bidhannagar, Kolkata-700 091 with effect from 1st June, 2024.

38. Green Initiative.

To support the 'Green Initiative' in the Corporate Governance taken by the Ministry of Corporate
Affairs, to contribute towards greener environment and to receive all documents, notices,
including Annual Reports and other communications of the Company, investors should
register/update their e-mail addresses with the Company, by e-mailing request at:
investors@nprfinance.com.

Electronic Copies of the Annual Report and Notice of the Annual General Meeting are sent to
all members whose e-mail addresses are registered with the Company/Depository
Participant(s).In the light of relaxations provided by the Ministry of Corporate Affairs & SEBI
vide various circulars & notifications from time to time, Notice of the AGM along with the
Annual Report 2023-2024 is being sent only through electronic mode to those members whose
email addresses are registered with the Company/ Depositories.

In terms of Section 108 of the Act and Rule 20 of the Company's (Management and
Administration) Rules 2014, the Company is providing remote e-voting facility to all the
members to enable them to cast their votes electronically on all the resolutions set forth in the
Notice.

39. Important information for shareholders: mandatory to furnish specified details to the
Company / Registrar & Share Transfer Agent.

As an on-going measure to enhance the ease of doing business for investors in the securities
market, SEBI, vide its various Circulars from time to time, has prescribed the common and
simplified norms for processing investor's service request by RTAs and norms for furnishing
PAN, KYC details and Nomination. Further, with a view to promote ease of compliance and
investor convenience, SEBI has notified inter alia the following:

> Non-submission of 'choice of nomination' shall not result in freezing of Demat
Accounts;

> Security holders holding securities in physical form shall be eligible for receipt of any
payment including dividend, interest or redemption payment as well as to lodge
grievance or avail any service request from the Registrar and Share Transfer Agent
(“RTA”) even if 'choice of nomination' is not submitted by these security holders;

> Payments including dividend, interest or redemption payment withheld presently by the
Listed Companies/RTAs, only for want of 'choice of nomination' shall be processed
accordingly.

Notwithstanding the above, all new investors shall continue to be required to mandatorily
provide the 'Choice of Nomination' for demat accounts (except for jointly held Demat
Accounts). All existing investors are encouraged, in their own interest, to provide 'choice of
nomination' for ensuring smooth transmission of securities held by them as well as to prevent
accumulation of unclaimed assets in securities market.

Relevant details and forms prescribed by SEBI in this regard are available on the website of
the Company at www.nprfinance.com.

All shareholders holding shares in physical form have been duly notified of relevant
information on the subject matter in the past by Postal mode of communication. The company
shall further continue dissemination information amongst its shareholders as and when
required. Further, all details in this regard alongwith necessary forms, are available on the
website of the Company (www.nprfinance.com) via the link: https://nprfinance.com/investor-
services/.

40. Compliance to the Sexual Harassment of Women at Workplace (Prevention, Prohibition,
and Redressal) Act, 2013 read with the Sexual Harassment of Women at Workplace
(Prevention, Prohibition, and Redressal) Rules, 2013.

The Company strives to provide a safe working environment to all its employees, including its
women employees and is committed to the protection of women against sexual harassment.

In adherence to the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition, and Redressal) Act, 2013 read with the Sexual Harassment of Women at Workplace
(Prevention, Prohibition, and Redressal) Rules, 2013, the Company has in place a Policy for
prevention of Sexual Harassment of Women. All employees (permanent, contractual,
temporary, trainees) are covered under this Policy.

The Board of Directors do hereby confirm and state that, the Company has constituted an
Internal Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, to look into the matters relating to sexual harassment at
workplace. More than one half of the members of the Committee are women. The Board
hereby confirms that, the composition of the Committee is in line with the requirement of the
aforementioned law in force. Ms. Sarika Mehra (DIN-06935192), Executive Director, is the
Presiding Officer.

In the event of any sexual harassment at workplace, any woman employee of the Company
may lodge complaint with Ms. Sarika Mehra (DIN-06935192), in writing or electronically
through e-mail at: npr1@nprfinance.com .

During the period under review, no complaints pertaining to sexual harassment of women at
workplace were received by the Company. Accordingly, in terms of section 22 of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, a
summary thereof is as under:

41. Management's Discussion and Analysis Report.

The Management's Discussion and Analysis Report in terms of the Listing Regulations forms
part of the Annual Report.

42. Affirmation on Compliance of Secretarial Standards.

The Board hereby affirms that, the Company has duly complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI).

43. General.

No disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review:

a. Policy on Corporate Social Responsibility (CSR) Initiatives.

The Company is not required to constitute a Corporate Social Responsibility Committee or to
undertake any CSR activities in terms of the provisions of Section 135 of the Act and
accordingly, the requisite disclosure requirement as is specified in Section 134(3) (o) of the Act,
is not applicable on the Company.

b. Details of deposits which are not in compliance with the requirements of Chapter V of the
Act.

The Company has neither accepted any deposits during the financial year under review, nor
has any outstanding deposits as on 31^st March, 2024. Accordingly, the question of unpaid or
unclaimed deposits does not arise.

c. Details of significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and the Company's future operations

No significant and material orders have been passed by the regulators or courts or tribunals
impacting the going concern status and the Company's future operations.

d. Details of shares as per Employees Stock Option Scheme/Sweat Equity shares / Equity
shares with differential voting rights.

The Company has not issued any shares as per Employees Stock Option Scheme/Sweat Equity
shares / Equity shares with differential voting rights.

e. the details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the
financial yearin terms of Rule 8(5) (xi) of the Companies (Accounts) Rules, 2014.

There were no such instances during the financial year under review.

f. 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 theretoin terms of Rule 8(5) (xii) of the Companies (Accounts) Rules,
2014.

Not Applicable.

44. Acknowledgement.

Your Directors wish to place on record their gratitude for the valuable guidance and support
rendered by the Government of India, various State Government departments, Financial
Institutions, Banks and stakeholders, including, but not limited to, shareholders, customers
and suppliers, among others.

The Directors look forward to the continued support of all the stakeholders in the future and
appreciate and value the contribution made by every member of the Company.

On Behalf of the Board of Directors On Behalf of the Board of Directors

For NPR Finance Ltd For NPR Finance Ltd

Rajendra Kumar Duggar Pawan Kumar Todi

Chairperson Managing Director

DIN-00403512 DIN-00590156

Place: Kolkata
Date:12.08.2024