Dar Credit & Capital Ltd. के निदेशक की रिपोर्ट

Mar 31, 2026

Your Board of Directors ("Board") are pleased to present the 32nd (Thirty second) Board Report of the business and operations of Dar Credit & Capital Limited ("the Company or Dar Credit or DCCL") covering the business and key operational highlights of your Company together with the Audited Financial Statements and Independent Auditor''s Report for the financial year ended March 31, 2026.

1. Financial Summary and Highlights/State of Company''s Affair

The Company''s financial performance for the Financial Year ended March 31, 2026 and corresponding figures of FY ended March 31, 2025 are summarized in the following table:

Particulars	Year ended 2025-2026	Year ended 2024-2025
Total Income	50,05,11,605	41,39,29,211
Profit before Depreciation & Tax (PBDT)	13,71,22,363	9,72,42,421
Less: Depreciation	78,90,058	67,40,055
Profit Before Tax (PBT)	12,92,32,305	9,05,02,366
Less: Provision for tax	2,80,42,711	2,01,13,448
Less: Deferred Tax	1,07,328	53,342
Less: Taxes of earlier year	(2,69,991)	-
Profit After Tax (PAT)	10,12,96,922	7,04,42,242
Surplus available for appropriations	10,12,96,922	7,04,42,242
Appropriations
Transfer to Reserve Fund (as per RBI)	2,02,59,384	1,40,88,448
Transfer to General Reserve	1,00,00,000	1,00,00,000
Balance Carried forward	7,10,37,537	4,63,53,794
Total	10,12,96,922	7,04,42,242

KEY INDICATORS

The Company continued to demonstrate strong financial performance during the year. The key highlights are as mentioned below:

(Rs In Crs.)
Sr.no.	Particulars	Year ended 2025-2026
1.	Total Assets	294.47
2.	Total Borrowing	184.46
3.	Total Portfolio	238.09
4.	Net worth	103.85
5.	Capital Adequacy	40.08

2.Brief Description of Company''s Affairs

Your Company, a Base Layer Non-Banking Financial Company (NBFC), completed one year since the listing of its Equity Shares on the NSE Emerge Platform on May 28, 2026—an important milestone that underscores a transformative phase in its journey as a listed entity.

This occasion is not merely a passage of time, but a reflection of the Company''s steadfast commitment to the highest standards of transparency, robust corporate governance, and disciplined financial management.

During the Financial Year 2025-26, the Company recorded strong financial growth, with its Net Worth surpassing Rs. 100 crores and its loan portfolio exceeding Rs. 225 crores, reflecting robust operational performance and continued market confidence. Despite a challenging macroeconomic environment characterized by volatile interest rates, geopolitical tensions, and a dynamic regulatory environment, the Company maintained its resilience and adaptability, continuing to respond effectively to emerging risks and opportunities. The Company''s total income for the financial year ended March 31, 2026 has increased to Rs 50.05 Crore from Rs 41.39 Crore as on March 31, 2025 having a revenue growth of 21%.

The Company''s Net Worth as on March 31, 2026 stood at Rs 103.85 crores as against Rs 73.51 crores in the last year. The Company has continued its thrust in financing Personal Loan/Secured MSME Loan/ Unsecured MSME Loan.

In the current financial year, the Company has strategically strengthened its focus on secured MSME lending, primarily catering to small business owners by extending loans against collateral such as shops, residential properties, and vacant land. In line with this initiative, the Company has expanded its operational footprint by establishing new branches in West Bengal, including Bagnan and Katwa, while continuing to maintain a strong presence across key states such as Bihar, Jharkhand, Gujarat, Madhya Pradesh, and Rajasthan.

These expansions are aligned with the Company''s commitment to deepening its MSME lending

portfolio and enhancing financial inclusion. The increased geographical reach is expected to contribute significantly to improved business performance, higher profitability, enhanced revenue streams, and sustainable long-term growth.

This strategic capital infusion represents a key milestone in the Company''s growth trajectory. It has strengthened the Company''s balance sheet and enhanced its liquidity position, thereby enabling it to pursue its next phase of expansion while maintaining a prudent and balanced capital structure.

During the period under review, the Company successfully issued Non-Convertible Debentures (NCDs) aggregating to Rs. 75 crores on a private placement basis, in one or more tranches. Notably, the Company achieved a significant distinction by becoming the first company in India, across both NSE and BSE platforms, to allot NCDs amounting to Rs. 20 crores in a single tranche on a private placement basis to 136 retail investors through the Electronic Bidding Platform (EBP).

IPO Highlights

During the financial year under review, Dar Credit & Capital Limited achieved a significant milestone by successfully completing its Initial Public Offering (IPO) and listing its equity shares on the NSE EMERGE Platform on 28th May, 2025. This landmark event marked the Company''s transition into a publicly listed entity and strengthened its position in the Indian capital markets.

The Company came out with a Book Built Issue comprising a fresh issue of 42,76,000 equity shares of face value ^10/- each at an issue price of ^60/- per equity share (including a premium of ^50/- per equity share), aggregating to ^25.66 Crores. Out of the total issue, 2,16,000 equity shares were reserved for the Market Maker and the Net Issue consisted of

40,60,000 equity shares.

The proceeds of the IPO are being utilized for augmentation of the Company''s capital base to support the expansion of its lending business, meeting general corporate purposes, and defraying the expenses incurred in relation to

the issue. The Company utilized the proceeds of the IPO in accordance with the objects stated in the Prospectus and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018.

Further due to Initial Public Offering (IPO), the issued, subscribed and Paid up share capital of the Company increased from ^10,00,00,000/-comprising 1,00,00,000 Equity Shares of ^10/-each to ^14,27,60,000/- comprising

1,42,76,000 Equity Shares of ^10/- each, consequent to the allotment of 42,76,000 Equity Shares under the Fresh Issue.

The IPO received an overwhelming response from investors and was oversubscribed by approximately 106 times, demonstrating strong investor confidence in the Company''s business model, financial performance and long-term growth prospects.

The Board of Directors places on record its sincere gratitude to the Company''s shareholders, investors, merchant bankers, legal advisors, statutory auditors, registrars, bankers, depositories, regulatory authorities, stock exchange and all other intermediaries for their invaluable guidance and support in the successful completion of the IPO. The Board also extends its appreciation to the employees, customers and other stakeholders whose continued trust and commitment have contributed to this remarkable achievement.

Issue	Issue	Fresh	Face	Issue	Listing	Object of Issue	IPO
Type	Size	Issue	Value	Price	Platform		Subscription
Book Built SME IPO	^25.66 Crores	42,76,000 Equity Shares	^10 per Equity Share	^60 per Equity Share (including premium of ^50)	NSE EMERGE	Augmentation of Capital Base and General Corporate Purposes	Approximately 106 times

The proceeds raised through the Initial Public Offer (IPO) have been fully utilized by the Company during the financial year 2025-26. The utilization of funds on a quarterly basis are summarized below:

As on June 30, 2025:
Sr.no.	Object as disclosed in the Offer Document	Amount disclosed in the Offer Document	Actual Utilization Amount till 30th June 2025	Unutilized Amount as at 30th June 2025
1.	Funding Working Capital Requirements	2,200.00	740.68	1,459.32
2.	General Corporate Purpose (GCP)#	105.70	17.86	87.84
3.	Issue Related Expenses	259.90	259.90	-
# Utilized for procurement of fixed assets

As on September 30, 2025:
Sr.no.	Object as disclosed in the Offer Document	Amount disclosed in the Offer Document	Actual Utilization Amount till 30th Sept 2025	Unutilized Amount as at 30th Sept, 2025
1.	Augment of the Capital base of the Company	2,200.00	2,200.00	-
2.	General Corporate Purpose (GCP)#	105.70	41.04	64.66
3.	Issue Related Expenses	259.90	259.90	-
# Utilized for procurement of fixed assets As on December 31, 2025:
Sr.no.	Object as disclosed in the Offer Document	Amount disclosed in the Offer Document	Actual Utilization Amount till 31st Dec, 2025	Unutilized Amount as at 31st Dec, 2025
1.	Augment of the Capital base of the Company	2,200.00	2,200.00	-
2.	General Corporate Purpose (GCP)#	105.70	105.70	-
3.	Issue Related Expenses	259.90	259.90	-
# Utilized for procurement of fixed assets Your directors confirm that the IPO proceeds have been fully utilized for the purposes stated in the Offer Document and there has been no deviation or variation in the utilization of the proceeds from the objects stated therein.

the ensuing 32nd Annual General Meeting (AGM).

3. Change In Nature of Business

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

4. Dividend

In view of the financial performance of the Company during the year under review, the Board of Directors has recommended a dividend of 5% (i.e. Rs 0.50 per equity share of Rs 10 each) for the financial year ended 31st March 2026, subject to the approval of the shareholders at

The recommended dividend is in accordance with the Dividend Distribution Policy of the Company, which aims to balance the objective of rewarding shareholders and maintaining adequate reserves for future growth.

The dividend payout ratio for the financial year under review is 6.71% of the standalone profits of the Company.

The Board confirms that the dividend has been recommended after considering the Company''s financial position, cash flows, capital

expenditure requirements, and future business plans.

Further the Company During the period under review, the Board of Directors of the Company had paid an interim dividend each of ^0.50 (Rupees Fifty Paise only) per equity share of ^10/- (Rupees Ten only) each fully paid-up of the Company, aggregating to ^71,38,000 (Rupees Seventy-One Lakh Thirty-Eight Thousand only) to the equity shareholders.

5. Dividend Distribution Policy

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 1,000 listed entities based on market capitalization are required to formulate a Dividend Distribution Policy, which sets out the parameters and circumstances that will be considered by the Board of Directors while recommending or declaring dividend.

Although the said regulation is not mandatorily applicable to the Company, the Board of Directors has voluntarily adopted a Dividend Distribution Policy as part of its commitment to good corporate governance practices. The revised Policy was approved by the Board of Directors at its meeting held on November 11, 2025.

The Dividend Distribution Policy is available on the website of the Company at Dividend Distribution Policy.

6. Subsidiary, Joint Ventures and Associate Companies

The Company does not have any subsidiary, associate or joint ventures Companies within the meaning of section 2(87) and 2(6) of the Companies Act, 2013, so the requirement of disclosure as per Rule 8(1) of the Companies (Accounts) Rules 2014 is not applicable on the Company.

7. Transfer To Reserve

Since, the Company is a Non- Banking Financial Company registered with Reserve Bank of India

(RBI), therefore, as per requirement of section 45-IC of the RBI Act, 1934, every Non-Banking Financial Company shall create a reserve fund and transfer therein a sum not less than twenty per cent of its net profit every year as disclosed in the profit and loss account and before any dividend is declared.

Therefore, the Company has transferred Rs.2.02 Crores in the statutory reserves fund i.e. aggregating to 20% of its net profit for the Financial Year 2025-26. Further, your Board of Directors decided to transfer a sum of Rs 1 Crore to general reserves of the Company.

8._Resource Mix

• Borrowings

The Company has diversified funding sources from Public Sector Banks, Private Sector Banks, and Financial Institutions etc. The details of funds raised during the year are as below:

		Amount
Sr.no.	Type of Borrowings	Raised (in lakhs)
1.	Term Loan from Banks and Financial Institutions	11847.27
2.	Non- Convertible Debentures (NCDs)	6100.00

No Interest payment or principal repayment of the Term Loans was due and unpaid as on March 31, 2026. The assets of the company which are available by way of security are sufficient to discharge the claims of the banks and debenture holders as and when they become due.

• Debt to Equity Ratio

As on March 31, 2026, the debt-to-equity ratio of the Company stood at 1.77 times against 1.97 times as on March 31, 2025. The leverage ratio as per RBI for NBFCs shall not be more than 7 at any point of time and our leverage ratio is below the same.

• Non- Convertible Debentures (NCDs)

During the Financial year 2025-26, your company has issued 4,600 Secured, rated, listed, redeemable, taxable, Non - Convertible Debentures (''NCDs") denominated in Indian Rupees having a face value of Rs. 1,00,000 (Rupees One Lakhs) each aggregating to Rs. 46,00,00,000/- (Rupees Forty-six Crores) and 15,000 Secured, rated, listed, redeemable, taxable, Non - Convertible Debentures (''NCDs") denominated in Indian Rupees having a face value of Rs. 10,000 (Rupees Ten Thousand) each aggregating to Rs. 15,00,00,000/-(Rupees Fifteen Crores) on a private placement basis and these NCDs are listed on the Wholesale Debt Market segment of NSE Limited.

As specified in the term sheet, the funds raised from NCDs were utilized for the purpose of on lending purpose only. Details of the end use of funds were furnished to the Stock Exchange on a quarterly basis.

#Your directors wish to inform the Members that, as on date, the Company has raised an aggregate amount of ^75 Crores through the issuance of Non-Convertible Debentures (NCDs), out of which ^14 Crores was raised during the month of May, 2026.

The Company has been regular in making payments of principal and interest on all the NCDs issued by the it on a private placement basis.

The assets of the Company which are available by way of security are sufficient to discharge the claims of the debt security holders as and when they become due.

9. Capital Structure

During the period under review, the Authorized Share Capital of the Company increased from Rs. 12,50,00,000 (Rupees Twelve Crores Fifty Lakhs) to Rs.15,00,00,000 (Rupees Fifteen Crores) and the paid-up share capital of the Company had increased from Rs. 10,00,00,000 (Rupees Ten crores only) to Rs.

14,27,60,000 (Rupees Fourteen Crores Twenty- seven lakhs and sixty thousand only).

11. Capital Resources and No of Employees as On the Closure of the Financial Year

The Company recognized people as its most valuable assets and it has built an open, transparent and meritocratic culture to nurture this asset.

Your Company has a work environment that inspires people to do their best and encourages an ecosystem of teamwork, continuous learning and work life balance. Your Company believes that people perform to the best of their capability in organization to which they feel truly associated. Your Company focuses on widening organizational capabilities and improving organizational effectiveness by having a competent and engaged workforce. Our people are our partners in progress and employee empowerment has been critical in driving our organizational growth to the next level.

The Company had below mentioned permanent employees on the rolls of the company as on March 31, 2026:

• Female: 28

• Male: 233

• Transgender:0

12. Network Expansion (Branches)

As at March 31, 2026, the Company has a network of 35 branches spread across six states in India. The Company continues to focus on expanding its branch network in a phased manner to strengthen its presence and improve accessibility to its services.

13. Technology Initiative by The Company

Your Company continues to leverage technology to enhance operational efficiency and customer service.

During the year, we continued our journey of digital transformation by strengthening our technology infrastructure and enhancing the overall customer experience. A key milestone was the continued advancement of VIJAY Software, our in-house loan management and operational platform, which has significantly improved process efficiency, credit assessment, loan servicing, and compliance monitoring while enabling faster and more informed decision-making.

Further strengthening our digital capabilities, we enhanced our employee mobile application, equipping our field teams and branch personnel with a secure and efficient platform to manage customer interactions, process loan applications, access realtime information, and perform operational activities seamlessly while on the move.

Together with VIJAY Software, our integrated technology ecosystem has streamlined internal processes, improved operational efficiency, enhanced data accuracy, and enabled faster decision-making. These digital initiatives have empowered our employees to deliver more responsive and efficient services while reinforcing DCCL''s commitment to innovation, operational excellence, and sustainable growth.

14. Material Changes and Commitments, If Any, Affecting The Financial Position Of The Company Which Have Occurred Between The End Of Financial Year Of The Company To Which The Financial Statements Relate And The Date Of The Report

There are no significant material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year to which the Financial Statements relate and the date of this Report.

15. Changes in Directors and Key Managerial Personnel''s

a) Board of Directors

As on March 31, 2026, the Company''s Board of Directors comprises of Five (5) Directors viz. Two (2) Whole-time Directors (Executive), One (1) NonExecutive Director and Two (2) Non- Executive Independent Directors.

During the year, Ms. Neha Baid (DIN: 07021179) was appointed as an Additional Director (Independent Category) with effect from March 25, 2025. Her appointment was subsequently approved by the members at the Annual General Meeting held on July

16. 2025, and she was appointed as an Independent Director for a term of five consecutive years from March 25, 2025 to March 24, 2030.

b) Key Managerial Personnel

During the period under review, there was no change in the Key Managerial Personnel of the Company.

c) Statement on Compliance with Code of Conduct by Board of Directors and Senior Management Personnel

Your Company has voluntarily adopted a Code of Conduct for its Board of Directors and Senior Management Personnel, in accordance with the provisions of the Companies Act, 2013, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Code reflects the Company''s commitment to upholding the highest standards of ethical conduct, integrity, compliance, and accountability. It serves as a guiding framework to reinforce our core values and promote a culture of transparency and responsible governance. During the financial year under review, the Board of Directors and Senior Management Personnel have fully complied with the Code of Conduct, both in letter and in spirit. The code of conduct is available on the website of the company at Code of Conduct of Board of Directors and senior Management Personnel.

d) Separate Meeting of Independent Directors

In compliance with Schedule IV of the Companies Act, 2013 a separate meeting of Independent Directors was held on Friday, February 20, 2026 for FY 2025-26, with all Independent Directors in attendance. This meeting took place without the presence of Non-Independent Directors and members of the management. At this meeting, the Independent Directors inter-alia evaluated the performance of the Non-Independent Directors & the Board as a whole and the performance of the Chairperson of the Company taking into account the views of Executive Directors and Non-Executive Directors and discussed aspects relating to the quality, quantity and timeliness of flow of information between the Company management

and the Board that is necessary for the Board to effectively and reasonably perform their duties. The evaluation was carried on broad parameters such as Board Composition & quality, Board meetings and procedures, Knowledge and Skills, Strategy formulation and execution, Personal Attributes and such other relevant factors. The Independent directors expressed their satisfaction towards the performance of the Board and the Non-Independent Directors of the Company.

16. Declaration by Independent Director(S)

In accordance with the provisions of section 149(7) read with rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all Independent Directors have submitted the necessary declaration of independence, confirming that they meet the criteria of independence as laid down in section 149(6) of the Companies Act, 2013. Further, the Independent Directors have affirmed that they have complied with the Code applicable for Independent Directors as stipulated under Schedule IV of the Companies Act, 2013 and have registered their name in the data bank of Independent Directors and paid the relevant fees. With regard to proficiency of the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the IICA, as notified under sub section (1) of Section 150 of the Companies Act, 2013, the Company has taken on record the declarations/disclosures submitted by Independent Directors that either they are exempt from appearing in the test or they have passed the exam as required by the IICA.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including proficiency) of the Independent Directors appointed during the year:

There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board all the Independent Directors are persons of integrity and has relevant experience and expertise (including proficiency) for being an Independent Directors of the Company.

17. Number of Meeting of The Board of Directors

The Board of Directors met 16 (Sixteen) times during the year under review. Adequate notice was given to all the Directors along with agenda and detailed notes to agenda were sent at least seven days in advance except for few urgent meetings held at shorter notice.

Frequency and quorum of these meetings and the intervening gap between any two meetings were in conformity with the provisions of the Act and Secretarial Standards issued by The Institute of Company Secretaries of India. Moreover, due to business exigencies or keeping in mind the urgency of matter, resolutions were passed by way of circulation. The Board of Directors actively participated in the meetings and contributed valuable inputs on the matters brought before them from time to time.

18.BOARD COMMITTEES

The Board of Directors of the Company, functions either as full Board, or through various Committees constituted to oversee specific areas of business operations and Corporate Governance. Each Committee of the Board is guided by its terms of reference, which defines the composition, scope and powers of the Committee. The Committees meet at regular intervals, focus on their assigned areas and make informed decisions within the authority delegated to them. As on March 31, 2026, the Board has 7 (Seven) Committees, namely:

• Audit Committee

• Nomination and Remuneration Committee

• Finance Management Committee

• Risk Management Committee

• Asset & Liability Management Committee

• Stakeholder Relationship Committee

Following is the details of various committees and its members. The committee meetings were held periodically and were attended by the respective members. The Finance Management Committee (Formerly known as Borrowing Committee) were held on an as-needed basis, primarily in connection with the availing of fresh loans and the satisfaction/discharge of existing loans obtained by the Company.

a) Audit Committee
Sl. No.	Name of Member	Category of Member
1.	Ms. Neha Baid	Chairperson
2.	Mr. Ramesh Kumar Vijay	Member
3.	Mr. Saswata Choudhuri	Member
b) Nomination and Remuneration Committee
Sl. No.	Name of Member	Category of Member
1.	Ms. Neha Baid	Chairperson
2.	Mr. Umesh Khemka	Member
3.	Mr. Saswata Choudhuri	Member
c) Finance Management Committee
Sl. No.	Name of Member	Category of Member
1.	Mr. Ramesh Kumar Vijay	Chairperson
2.	Mr. Umesh Khemka	Member
3.	Mr. Jayanta Banik	Member
d) Risk Management Committee
Sl. No.	Name of Member	Category of Member
1.	Mr. Ramesh Kumar Vijay	Chairperson
2.	Mr. Umesh Khemka	Member
3.	Ms. Neha Baid	Member
e) Asset & Liability Management Committee
Sl. No.	Name of Member	Category of Member
1.	Mr. Ramesh Kumar Vijay	Chairperson

Sl. No.	Name of Member	Category of Member
2.	Mr. Umesh Khemka	Member
3.	Mr. Saket Saraf	Member
f) Stakeholder Relationship Committee
Sl. No.	Name of Member	Category of Member
1.	Mr. Umesh Khemka	Chairperson
2.	Mr. Ramesh Kumar Vijay	Member
3.	Mr. Rajkumar Vijay	Member

All the recommendations of the respective Committees were duly approved and accepted by the Board during the Financial Year 2025-26.

19. Policy on Director''s Appointment and Remuneration

Pursuant to the provisions of Section 134(3)(e) of the Act, the Company''s Nomination and Remuneration Policy (NRC Policy) on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act is available on the website of the company at Nomination and Remuneration Policy.

20. Annual Performance Evaluation

Pursuant to the provisions of section 178 of the Companies Act, 2013, Securities and Exchange Board of India and Guidance Note on Board Evaluation and Guide to Board Evaluation issued by The Institute of Company Secretaries of India, the Board of Directors has carried out an annual performance evaluation of its own performance, its Committees and the Directors individually including Independent Directors based out of the criteria and framework adopted by the Board.

The criteria for performance evaluation of Committees, Board as a whole, Chairpersons, and other Directors provide certain parameters like:

• The Company has an appropriate board size and structure.

• The Board currently contains a sufficient range of expertise to make it an effective governing body.

• The composition of the Board complies with the provisions of the Companies Act, 2013.

• Members of the Board meet all applicable independent requirements.

• The Board has the proper number of committees as required by legislation and guidelines, with well-defined terms of reference and reporting requirements.

• The Committees are appropriately constituted.

• The Board has developed a strategic plan and is planning adequately for the future.

• The Board Evaluates the strategic plan periodically to assess the Company''s performance, considers new opportunities and responds to unanticipated external developments, etc.

The Directors expressed their satisfaction on the parameters of evaluation, the implementation of the evaluation exercise and the outcome of the evaluation process.

21. Statutory Auditors and Their Report

Pursuant to the provisions of section 139 and 141 of the Companies Act, 2013 read with rules made thereunder and based on the recommendation of Audit Committee and Board of Directors, M/s. VMSM & Co., Chartered Accountants, (Firm''s Registration Number : 329962E) were appointed as Statutory Auditors of the Company, vide Ordinary Resolution passed in the 31st Annual General Meeting held on July 16, 2025 for a consecutive period of 5 (Five) years till the conclusion of 36th Annual General Meeting to be held in the calendar year 2031 at a remuneration as may be mutually agreed by the Board of Directors and Statutory Auditors from time to time.

M/s. VMSM & Co., Chartered Accountants, (Firm''s Registration Number: 329962E), Chartered Accountants, have confirmed that they are not disqualified to be appointed as Statutory Auditors of the Company and have confirmed their eligibility in terms of Section 139 and 141 of the Companies Act, 2013 and RBI Guidelines.

There are no qualifications or adverse remarks in the Auditors'' Report on the Financial Statements for the Financial Year 2025-26 which require any clarification/explanation. The Notes on financial statements are self-explanatory and need no further explanation.

22. Secretarial Auditors and Secretarial Audit Report

In compliance with the provisions of Section 204 (1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors at its meeting held on November 05, 2024 had re-appointed M/s. Jayshri Tulsyan & Associates, Practicing Company Secretaries (Membership No. F7725) from the financial year 2024-25 to 2028-29 to undertake the Secretarial Audit of the Company for the period under review.

The Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor is annexed to this Report and marked as Annexure - I.

Further there has been no qualifications, reservation, or adverse remark or disclaimer in their Report.

23. Reporting of Frauds by The Auditor

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported, any instances of fraud committed against the Company by its officers or employees, under Section 143 (12) of the Companies Act, 2013.

24. Internal Auditor & Internal Audit Report

As a part of its efforts to evaluate the effectiveness of the internal control systems, pursuant to the provisions of Section 138 of the Companies Act,

2013, read with the Companies (Accounts) Rules,

2014, the Board of Directors at its meeting held on November 05, 2024 had appointed M/s. B. Chatterjee & Co., Chartered Accountants (Membership number- 012428) as the Internal Auditors'' of the Company from the financial year 2024-25 till 2028-29 to conduct internal audit of various functions and activities of the Company, as per the scope, functioning, periodicity and

methodology mutually decided by the Board and the Internal Auditor.

There were no qualifications or adverse remarks in the Internal Auditors'' Report which require any clarification/explanation.

25. Cost Auditors and Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of section 148 of the Companies Act, 2013 are not applicable in respect of the business activities carried out by the company and hence the company was not required to maintain cost records.

26. Annual Return

As per the requirement of Section 92(3) read with section 134(3) (a) of the Companies Act 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return of the Company for the Financial Year ended on March 31, 2026 in the prescribed Form MGT-7 is available on the Company''s website at Annual Return.

27. Energy Conservation, Technology Absorption

Since your Company renders financial services, the disclosure relating to conservation of energy and Technology absorption in not applicable during the period under review.

28. Foreign Exchange Earnings And Outgo

Pursuant to the provisions of the Companies Act, 2013 read with applicable rules, the details of foreign exchange earnings and outgo during the financial year under review are as follows:

• Foreign Exchange Earnings: Nil

• Foreign Exchange Outgo: During the year under review, the Company has incurred foreign

exchange expenditure amounting to Rs 3,94,683.12/- towards payment made to Rising Sun Software for services availed.

29. Disclosure Under Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013 ("Posh Act")

The Company has always believed in providing a safe and harassment free workplace for every individual through various intentions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

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

As per the statutory requirements the details of the Internal Complaint Committee is mentioned below:

Composition of Internal Complaints Committee

Sl. No.	Name of Member	Category of Member
1.	Mrs. Kavita Goel	Chairperson
2.	Mr. Saket Saraf	Member
3.	Ms. Priya Kumari	Member
4.	Ms. Prerna Tibrewala	External Member

The company has also framed a Policy on Prevention of Sexual Harassment at Workplace in accordance with POSH Act which offers comprehensive protection to all Employees (permanent, contractual, temporary, trainees) are covered under this policy which is available on the website of the company at POSH Policy.

Following is the summary of sexual harassment complaints received and disposed off by the Company d the year under review:
	No. of Complaints at the beginning of the year	Nil
	No. of Complaints Received during the year	Nil
	No. of Complaints disposed off during the year	Nil

No. of Complaints at the end of the year			Nil
Further the Internal Complaints Committee met Three (3) times during the financial year 2025-26. The details of the meeting held during the period under review are enumerated below:
Sl. No.	Day	Date of the Meeting		Committee Strength	No. of Members Present
1.	Wednesday	14.05.2025		5	5
2.	Tuesday	20.05.2025		5	5
3.	Friday	30.05.2025		5	5

30. Statement With Regards to Compliance with Maternity Benefit Act, 1961

During the period under review the Company has Complied with the provisions of the Maternity Act, 1961.

31. Risk Management

The Company has in place a comprehensive Risk Management Policy in accordance with the provisions of Section 134(3)(n) of the Companies Act, 2013.

The Policy provides for a robust framework to identify, assess, monitor and mitigate various risks that may impact the business of the Company. It lays down procedures to inform the Board about the risk assessment and minimization procedures and ensures that risk management is an integral part of the Company''s governance framework.

A Risk Management Committee has been constituted by the Board to assist in overseeing the implementation of the risk management policy and procedures. The Committee periodically reviews the risk management framework and ensures its effectiveness.

The Board of Directors reviews the risk management framework periodically and is of the opinion that there are no material risks that may threaten the existence of the Company. However, the Company continues to monitor and mitigate risks relating to operations, finance, compliance and external environment on an ongoing basis.

The Company has established internal control systems and processes to ensure that all identified risks are managed effectively. The Risk Management

Policy of the Company is available at the website of the Company at Risk Management Policy.

The details w.r.t. Risks and Concerns associated with the Company have been explained in the Management Discussion and Analysis Report forming part of this Annual Report as Annexure-III.

32. Details of Establishment of Vigil Mechanism/ Whistle Blower Policy

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013 read with applicable rules and Regulation 4(2)(d)(iv) and Regulation 46(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism (Whistle Blower Policy) for Directors, employees and other stakeholders.

The Policy provides a framework for reporting genuine concerns or grievances related to unethical behaviour, fraud, violation of the Company''s Code of Conduct, and other improper practices.

The Company ensures that adequate safeguards are in place to protect whistle-blowers from victimization and provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Audit Committee oversees the functioning of the Vigil Mechanism and reviews complaints received under this mechanism. The Whistle Blower Policy is available on the Company''s website at Whistle Blower Policy.

During the year, no whistle blower event was reported and mechanism is functioning well and no personnel has been denied access to the Chairman of Audit Committee.

33. Deposits from Public

Being a non-deposit taking Non-Banking Financial Company (NBFC), your Company has not accepted any deposit from public within the meaning of the provisions of the Reserve Bank of India (Non-Banking Financial Companies - Acceptance of Public Deposits) Directions, 2025 and provisions of the Companies Act, 2013 and shall not accept any deposit from the public without obtaining prior approval of the RBI. Therefore, disclosure required in terms of deposit accepted under chapter V of the Companies Act, 2013 is not applicable.

34. Particulars of Loans, Guarantees or Investments by The Company

Pursuant to Section 186(11) of the Companies Act, 2013 read with rule 11(2) of the Companies (Meetings of Board and its Powers) Rules, 2014, loans made, guarantees given or securities provided or acquisition of securities by a Non-Banking Financial Company in the ordinary course of its business are exempted from disclosure in the Annual Report.

35. Particulars of Contracts or Arrangements with Related Parties

In accordance with the provisions of Section 188(1) of the Companies Act, 2013, the transactions with the Related Parties during the financial year 2025-26 were at arm''s length basis and in the ordinary course of business of the Company.

However, there are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly, no material transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with rule 8 of the Companies (Accounts) Rules, 2014 and hence does not form part of this report.

However, the disclosures of the related parties are provided in the notes to accompanying Standalone Financial Statements of the Company for the Financial Year ended March 31, 2026 in the accordance with the Accounting Standards.

The company has adopted a Policy on dealing with Related Party Transactions for the purpose of identification, monitoring and approving of such transactions and the same can be accessed on website at Related Party Transaction Policy.

36. Corporate Social Responsibility Initiatives

The Company has formulated a Corporate Social Responsibility (CSR) Policy in accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Board of Directors confirms that the CSR activities undertaken during the financial year were carried out in accordance with the CSR Policy of the Company, both directly and through its implementing agency, Milico Foundation. The said Policy is available at the website of the Company at Corporate Social Responsibility Policy.

Since the Company''s CSR obligation is less than ^50 lakhs, the functions of the CSR Committee are being discharged by the Board of Directors.

During the financial year, the Company was required to spend ^11,66,538 towards CSR activities and has spent ^11,66,538.

Further, the Annual Report on CSR Activities during the Financial Year 2025-2026 is attached as Annexure II.

37. RBI Guidelines

The Company is registered with Reserve Bank of India (RBI) as a Base Layer Non-Banking Financial Company. The Company has complied with and continues to comply with all applicable laws, rules, circulars and regulations as amended from time to time.

The Special Auditor''s Report issued by the Statutory Auditors'' to the Board in terms of the requirement of Reserve Bank of India is annexed herewith as marked as Annexure IV.

38. Significant and Material Orders Passed By The Regulators Or Courts Or Tribunals, Impacting The Going Concern Status Of The Company And Its Future Operations

During the period under review there were no significant material orders passed by the Regulators/ Courts/ Tribunals which would impact the going concern status of the Company and its future operations.

39. Internal Financial Control Systems and Their Adequacy

The Company has in place adequate internal financial controls with reference to Financial Statements. Internal control systems comprising of policies and procedures, are designed to ensure sound

management of your Company''s operations,

safekeeping of its assets, optimal utilization of resources, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, reliability of its financial

information and compliance. Systems and

procedures are periodically reviewed to keep pace with the growing size and complexity of your Company''s operations.

40. Transfer of Unclaimed Dividend To Investor Education and Protection Fund

Pursuant to the provisions of the Companies Act, 2013 read with applicable rules, the Company is required to transfer unpaid or unclaimed dividend amounts to the Investor Education and Protection Fund (IEPF) after the completion of seven years from the date they become due for payment.

During the year under review, there were no amounts of dividend remaining unpaid or unclaimed for a period of seven years. Accordingly, no amount was required to be transferred to the Investor Education and Protection Fund.

The unclaimed dividend amounts, wherever applicable, have been duly transferred by the Company to a separate Unclaimed Dividend Account within the prescribed timelines. Details of such unclaimed dividend amounts are available on the website of the Company at Unclaimed Amounts.

Further, in compliance with applicable SEBI circulars, the Company has formulated and adopted a Policy on Unclaimed Amounts, which is also available on the website of the Company at Policy for claiming Unclaimed Amounts.

41. Statement on Compliance of Secretarial Standards

Your directors state that they have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively and the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly complied with by your Company.

42. 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

During the financial year under review, the Company has neither made any applications, nor any proceedings were pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) therefore, it is not applicable on the company.

43. One Time Settlement

There has been no one time settlement done during the year.

44. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, which forms part of this Annual Report as Annexure III.

45. Directors'' Responsibility Statement

Your Directors would like to inform that the audited financial statements for the financial year ended March 31, 2026, are in conformity with the requirements of Clause (c) of Sub-section (3) of Section 134 of the Companies Act, 2013 ("Act") and hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 or 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 that such internal financial controls are adequate and were operating effectively; and

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.

46. Complaints Received from Investors

The details of the Complaints received from the investors during the period under review are mentioned below:

Particulars	Number of Complaints
Investor complaints pending at the beginning of the year	Nil
Investor complaints received during the year	1
Investor complaints disposed-off during the year	1
Investor complaints remaining unresolved at the end of the year	Nil

47. Corporate Governance

The Company is listed on the SME Platform of National Stock Exchange of India Limited (NSE Emerge). In terms of the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance requirements relating to Corporate Governance are not applicable to SME listed entities. Accordingly, the Company is not required to provide a separate report on Corporate Governance for the financial year under review.

However, the Company recognizes the importance of good corporate governance practices and continues to adopt and implement, to the extent possible, best governance practices in its operations.

48. Employee Remuneration

Details as required under the provisions of section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, ratio of remuneration of directors and KMP to median remuneration of employees and percentage increase in the median remuneration are annexed to this Directors'' Report as Annexure V.

49. Statement on Deviations/ Variations

Pursuant to Regulation 34(2) and Regulation 52(7) and 7(A) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015, there has been no deviations/ variations in the utilization of issue proceeds during the period under review.

50. Other Disclosures

Pursuant to Regulation 34 and 53 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the disclosures w.r.t. the Related Party transactions are not applicable to the Company during the period under review. Hence, the same shall not form part of the Annual Report of the Company.

Further, such other disclosures with respect to the Board''s Report as required under the Companies Act, 2013 and the Rules notified thereunder are either NIL or NOT APPLICABLE to the Company during the period under review.

51. Acknowledgement

Your directors wish to place on record their appreciation of the contribution made by employees at all levels, towards the continued growth and prosperity of your Company. Your directors also wishes to place on record their appreciation to business constituents, banks and other financial institutions and shareholders, of the Company for their continued support.

---

Mar 31, 2025

Your director''s have pleasure in presenting their Thirty-First Annual Report on the Business and
Operations of the Company and the accounts for the financial year ended 3istMarch, 2025.

i. FINANCIAL RESULTS

	Standalone
	Year Ended	Year Ended
Particular
Total Income	41,39,29,211	32,86,09,915
Profit before Depreciation & Tax (PBDT)	9,72,42,421	5,48,52,824
Less: Depreciation	67,40,055	60,28,272
Profit Before Tax (PBT)	9,05,02,366	4,88,24,552
Less: Provision for Tax	(2,01,13,448)	(1,15,28,967)
Less: Deferred Tax	53,342	(3,97,648)
Profit after Tax (PAT)	7,04,42,242	3,68,97,937
SURPLUS AVAILABLE FOR	7,04,42,242	3,68,97,937
APPROPRIATIONS
APPROPRIATIONS
Transfer to Reserve Fund (Under RBI Act,)	1,40,88,448	73,79,587
Transfer to General Reserve	1,00,00,000	1,00,00,000
Balance Carried Forward	4,63,53,794	1,95,18,350
	7,04,42,242	3,68,97,937

2. DIVIDEND

In view of the financial performance of the Company during the year under review, the
Board of Directors has recommended a dividend of 5% (i.e., ^0.50 per equity share of ?io
each) for the financial year ended 31st March 2025, subject to the approval of the
shareholders at the ensuing Annual General Meeting (AGM).

The recommended dividend is in accordance with the Dividend Distribution Policy of the
Company, which aims to balance the objective of rewarding shareholders and
maintaining adequate reserves for future growth.

3. RESERVES

The Board has decided to transfer a sum of Rs. I Crores to General Reserves and a sum of
Rs.1.41 Crores to statutory Reserve Fund maintained as per RBI guidelines.

4. BRIEF DESCRIPTION OF THE COMPANY''S AFFAIRS

The Company successfully listed its equity shares on the NSE Emerge platform under the
SME segment on 28th May 2025. This marks a significant milestone, as the Company has
become the first Non-Banking Financial Company (NBFC) from the Eastern region to be
listed on NSE Emerge and the issue received an overwhelming response from investors
and was oversubscribed approximately 106 times.

During the year under review Company has delivered strong performance. Despite a
complex macroeconomic environment - market by fluctuating interest rates, geopolitical
uncertainty, and evolving regulatory landscapes - we remained resilient and agile.The
Company''s total income for the financial year ended March 31,2025, has increased to Rs.
41.39 Crores from Rs. 32.86 Crores having a revenue growth of 26%. The Profit before
Depreciation & Tax (PBDT) of the Company has increased to Rs 9.72Crores from Rs. 5.49
Crores. The Profit after Tax has also increased to Rs 7.04 Crores from Rs 3.68 Crores having
a growth of 91%. During the year under review an amount of Rs.1.41 Crores was transferred
to Statutory Reserve Fund pursuant to Section 45-IC of the Reserve Bank of India Act, 1934
and an amount of Rs. 1 Crores was transferred to General Reserve. The Company''s Net
Worth as on March 31,2025 stood at Rs. 73.51 Crores as against Rs. 66.97 Crores, in the last
year. The Company has continued its thrust in financing Personal Loan/MSME Loans.

In the current year, your Company has focused on Secured MSME Lending, which
involves providing loans to businessmen who offer their shops, houses, vacant land as
collateral security. To support this initiative, several branches have been opened in West
Bengal, Bihar, and Jharkhand, continuing the Company''s focus on the MSME lending
program. These expansions are expected to drive improved business performance, higher
profits, increased revenue, and overall growth for the Company.

Your Company has been operating in Rajasthan for the past 30 years. As part of its
strategic expansion in the region, a new branch has been opened in Chittorgarh,
primarily focused on providing Loan against Property (LAP) for business loans.

Since your Company is engaged in the small value loan and delivering credit to the last
mile borrower, there is enormous opportunity to grow.

5. RESOURCES

State Bank of India our main lender in banking has continued to support Company''s
lending programs.

During the year under review, other Banks & NBFCs have also supported Company''s
lending program.

6. RATING

To scale up the resource base of the Company and to take bank loan, the Company had
applied for credit rating of bank /NBFC loan limit for upto Rs. 162 Crores to Credit Analysis
& Research Ltd. (CARE), who have maintained the investment grade rating of the
Company-“BBB-” (stable outlook).

7. NPA

The percentage of gross non-performing assets (GNPA) as of March 31, 2025 is 1.11%, as
against 0.55% as of March 31,2024. The percentage of net non-performing assets (NNPA)
as of March 31,2025is 0.58% as against 0.35% as of March 31,2024.

Gross NPA and Net NPA shown an increase due to recognition of NPA on 120 days basis
and also due to marginal distress on unsecured loan portfolio.

8. MANAGEMENT DISCUSSION & ANALYSIS
Opportunities

In the current financial ecosystem, NBFCs (Non-Banking Financial Companies) are
strategically positioned to capitalize on emerging opportunities in the MSME and
personal loan segments. The MSME sector in India, despite its vital role in employment
generation and economic development, continues to face a significant credit shortfall.
Traditional banks often shy away from lending to MSMEs due to perceived risks, lack of
formal documentation, and rigid collateral requirements. NBFCs, with their flexible
approach and deep penetration into semi-urban and rural markets, are well-suited to fill
this gap. By using alternative credit assessment models, digital tools, and localized
outreach strategies, NBFCs can offer tailored financial products that meet the diverse
needs of small and medium enterprises.

The increasing formalization of MSMEs through GST registrations and digital adoption
has improved their visibility and credit profile, making them more bankable. NBFCs that
adopt technology for credit scoring and monitoring can gain a competitive edge in
efficiently underwriting and servicing these clients.

Simultaneously, the personal loan segment has seen robust growth, driven by changing
consumer behavior, increasing urbanization, and a growing preference for short-term,
unsecured credit. Traditional financial institutions often find it challenging to cater to this
segment due to the lack of conventional income proofs or credit histories. NBFCs, on the
other hand, are more agile and open to using alternate data—like transaction patterns,
mobile usage, and social media footprints—for credit evaluation. This makes them better
equipped to offer small-ticket, quick-disbursal loans in a fully digital environment.

The advent of fintech partnerships has further enhanced the capabilities of NBFCs in
delivering personal loans at scale. By integrating with payment gateways, e-commerce
platforms, and digital wallets, NBFCs can embed credit products directly into consumer
journeys. This not only improves loan uptake but also provides rich data for better risk
assessment With advanced analytics, Al-driven models, and automation, NBFCs can
significantly reduce operational costs and improve turnaround times—key factors in
customer satisfaction for personal lending.

In conclusion, the MSME and personal loan segments offer immense growth potential
for NBFCs that are willing to innovate, digitize, and adapt to evolving market dynamics.
By focusing on underserved segments, adopting risk-sharing mechanisms, and
leveraging technology, NBFCs can play a crucial role in driving inclusive credit growth
while building sustainable and profitable lending portfolios.

Threat

Despite the growth opportunities in the MSME and personal loan segments, NBFCs face
several critical threats in the current economic and regulatory environment One of the
primary concerns is the rising credit risk, especially in the MSME sector. Many MSMEs
continue to operate in informal settings with volatile cash flows and limited financial
documentation, making it challenging to assess creditworthiness accurately. While
alternative data and digital underwriting can improve assessments, they are not
foolproof. In times of economic stress—such as inflationary pressures, supply chain
disruptions, or geopolitical tensions—MSMEs are among the first to feel the impact,
which can lead to increased defaults and NPAs for lenders, especially those with
significant exposure.

Another pressing threat is the intensifying competition from both traditional banks and
new-age fintechs. Large private banks are increasingly entering the MSME and personal
loan spaces with aggressive pricing, better technology, and stronger balance sheets. At the
same time, fintech startups, often backed by venture capital, are offering highly
personalized digital lending products with rapid disbursals, often outpacing NBFCs in
customer experience. This competition is squeezing margins and forcing NBFCs to either
take on higher risk or invest heavily in tech to stay relevant, which may not be feasible for
all players.

Additionally, regulatory tightening by the RBI poses a significant challenge. The
regulator is increasingly bringing NBFCs under a more stringent compliance and
supervision framework, similar to banks. Recent guidelines on digital lending, data
privacy, co-lending norms, and provisioning requirements aim to safeguard customers
and the system, but they also increase the operational and compliance burden on NBFCs.
Smaller or mid-sized NBFCs, in particular, may struggle to keep up with these
requirements, impacting their ability to scale efficiently.

Lastly, funding constraints remain a structural threat for many NBFCs. Unlike banks,
NBFCs do not have access to low-cost deposits and are heavily dependent on market
borrowings or bank lines of credit In times of market volatility or credit tightening, raising
funds becomes more expensive and difficult, directly affecting lending capacity. This is
especially critical in segments like MSME and personal loans where default risks are
inherently higher, and margins must be managed carefully. Without consistent and
affordable funding, many NBFCs may be forced to slow down disbursements or exit
riskier segments, losing ground to better-capitalized competitors.

Business Outlook

The Non-Banking Financial Company (NBFC) segment is expected to gain positive
momentum in coming future. The growth of many NBFCs in India had been driven by
higher-than-expected investment banking revenues and interest income. NBFCs had also
mobilized their on-ground recovery staff to ramp up their collection efforts. NBFCs with a
niche presence and strong pricing power are likely to witness margin expansion in the
years ahead.

NBFC segment has entered into a new business landscape wherein it needs to
continuously strive to innovate and add new products to its toolkit. Core strength of
NBFCs include customer base; strong distribution and servicing reach; higher risk
appetite; flexible business model and faster scale-up and scale-down capability. The
NBFCs have also been fast in adopting newer technology led processes. Leveraging the
above, product providers like NBFCs can consider expanding into marketplace driven
platforms to serve a customer with multitude of products and services while ensuring
customer protection.

9. CHANGE IN THE NATURE OF BUSINESS. IF ANY

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

10. THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE
YEAR

The Company does not have any Subsidiaries, Joint Ventures or Associate Companies
during the year

11. MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL
GOVERNMENT UNDER SUB-SECTION (i) OF SECTION ia8 OF THE COMPANIES
ACT. 2on.

Maintenance of cost records and requirements of cost audit as prescribed under the
provisions of section 148(1) of the Act is not applicable for the business activities carried
out by the company.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

No material changes occurred subsequent to the close of the financial year of the
Company to which the balance sheet relates and the date of the report.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS

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

14. DEPOSITS

Your Company does not accept deposits from the public.

15. STATUTORY AUDITORS

At the Twenty-Sixth AGM held on iythAugust 2020, the Members approved appointment
of M/s K A S G 8c Co., Chartered Accountants (Firm Registration No. 002228C) as Statutory
Auditors of the Company to hold office for a period of five years from the conclusion of
that AGM till the conclusion of the thirty-first AGM. The statutory audit report is attached
with financial statements and forms part of this report and does not contain any
qualification, reservation or adverse remarks.

As per Section 139 of the Companies Act, 2013, read with the Companies (Audit and
Auditors) Rules, 2014, the term of M/s K A S G & Co., Chartered Accountants (Firm
Registration No. 002228C), as the Statutory Auditors of the Company, expires at the
conclusion of 31st AGM of the Company.

The Board of Directors of the Company at their meeting held on nth June, 2025, based on
the recommendation of the Audit Committee, have recommended the appointment of
M/s. VMSM & Co., Chartered Accountants (Firm Registration No. 329962E) as Statutory
Auditors of the Company in place of M/s K A S G & Co., Chartered Accountants, for a term
of 5 (five) consecutive years from the conclusion of 31st AGM till the conclusion of the 36th
AGM, i.e FY 2025-2026 till FY 2030-2031 subject to the approval of the members.
Accordingly, an Ordinary Resolution, proposing appointment of M/s. VMSM & Co.,
Chartered Accountants as the Statutory Auditors of the Company for a term of five
consecutive years pursuant to Section 139 of the Act, forms part of the Notice of the 31st
AGM of the Company.

The Company has received the written consent and certificate that they satisfy the criteria
provided under section 141 of the Act and that the appointment, if made, shall be in
accordance with the applicable provisions of the Act and rules framed thereunder.

i6. AUDITOR''S REPORT

The observations of Auditors in their report read with notes to the accounts are self-
explanatory and do not call for any further explanation. The Report given by the Statutory
Auditors is annexed as “Annexure 1 and Annexure 2”

[7. INTERNALAUDITORS

The Board approved appointment of M/s B Chatterjee & Co., Chartered Accountants as
Internal Auditor of the Company to conduct audit for FY 2024-25.

18. SHARE CAPITAL

The Authorised Share Capital of the Company has increased from Rs. 12.50 Crores to Rs. 15
Crores.

The Paid up Share Capital of the Company has increased from Rs. 10 Crores to Rs. 14.27
Crores.

19. ANNUAL RETURN

Pursuant to section 92(3) read with section 134 (3)(a) of the Companies Act, 2013 the annual
return as on 31st March, 2025 can be accessed on the Company''s website at the
https://www.darcredit.com/

20. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Since your Company renders financial services, the disclosure relating to conservation of
energy and technology absorption is not applicable.

21. FOREIGN EXCHANGE EARNINGS AND OUTGO

We have made payment for Rising Sun Software for the service availed by us for the FY

2024- 2025 is f 5,92,409.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has met the prescribed threshold under section 135 of the Companies
Act,20i3 during FY 2024-2025 but the provisions of CSR shall be applicable from the FY

2025- 2026.

23. NUMBER OF MEETINGS OF THE BOARD

Name	Designation	Date of Board Meeting	No. of Board Meeting	Board Meeting Attended	Venue of Board Meeting	AGM Attended
Mr. Ramesh Kumar Vijay	Chairman	09.05.2024 25.07.2024 05.11.2024 25.11.2024 21.01.2025 24.03.2025 28.03.2025	7	7	Kolkata	Yes
Mr. Umesh Khemka	Director	-Do-	7	7	Kolkata	Yes
Mr. Rajkumar Vijay	Director	-Do-	7	7	Kolkata	Yes
Mr. Saswata Chaudhuri	Independent Director	-Do-	7	7	Kolkata	No
Ms. Neha Baid	Additional Director (Independent Director)	-Do-	7	7	Kolkata	No

24. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Saswata Chaudhuri, Independent Director of the Company retired from his position
with effect from 31.07.2024 in accordance with the provision of the Companies Act,20i3
and Article of Association of the Company. He was eligible for reappointment and has
been reappointed for a further term of 2 (two) years with effect from 01.08.2024.

Further, Ms. Neha Baid, Independent Women Director of the Company, retired from her
position with effect from 24.03.2025 in accordance with the provision of the Companies
Act,20i3 and the Article of Association of the Company.

She was subsequently appointed as an Additional Director (Independent Director) with
effect from 25th March 2025 and shall hold office up to the date of the ensuing Annual
General meeting and thereafter she will be reappointed as an Independent Director
subject to the approval of shareholders of the Company for a second term of five years in
the upcoming annual general meeting.

25. DECLARATION OF INDEPENDENCE

The Company has received declarations from all Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under the
provisions of Section 149(6) of the Companies Act, 2013 along with Rules framed
thereunder.

In the opinion of the board, Independent Directors fulfil the conditions specified in the
Act and the rules made there under for appointment as Independent Directors including
integrity, expertise and experience and confirm that they are independent of the
management All the Independent Directors of the Company have registered their names
with the data bank of Independent Directors and completed online proficiency self-
assessment test as per the timeline notified by the Ministry of Corporate Affairs (MCA).

26. DETAILS OF FRAUDS REPORTED BY THE AUDITORS

During the year under review, the Auditors of the Company have not reported any fraud as
required under Section 143(12) of the Companies Act, 2013.

27. INFORMATION ON COMMITTEES OF BOARD;

Following is the details of various committees and its members. The committee meetings
were held periodically and were attended by the respective members. The Finance
Management Committee (Formerly known as Borrowing Committee) meetings took
place as and when fresh/new loans were availed by the Company.

SI. No.	Name of the Member	Category of Member
1.	Mr. Ramesh Kumar Vijay	Chairman
2.	Mr. Umesh Khemka	Member
3.	Ms. Neha Baid	Member

B. Internal Compliants Committee:

SI. No.	Name of the Member	Category of Member
1.	Mrs. KavitaGoel	Chairperson
2.	Ms. Priya Kumari	Committee Member
3.	Mr. Saket Saraf	Committee Member
4.	Ms. Prerna Tibrewala (External Person)	Committee Member

C. Asset and Liability Management Committee:

SI. No.	Name of the Member	Category of Member
1.	Mr. Ramesh Kumar Vijay	Chairman
2.	Mr. Umesh Khemka	Member
3.	Mr. Saket Saraf	Member

D. Finance Management Committee:

SI. No.	Name of the Member	Category of Member
1.	Mr. Ramesh Kumar Vijay	Chairman
2.	Mr. Umesh Khemka	Member
3.	Mr. Jayanta Banik	Member

E. Audit Committee:

SI. No.	Name of the Member	Category of Member
1.	Ms. Neha Baid	Chairperson
2.	Mr. Ramesh Kumar Vijay	Member
3.	Mr. Saswata Chaudhuri	Member

F. Nomination & Remuneration Committee:

SI. No.	Name of the Member	Category of Member
1.	Ms. Neha Baid	Chairperson
2.	Mr. Saswata Chaudhuri	Member
3.	Mr. Umesh Khemka	Member

G. Stakeholder Relationship Committee

SI. No.	Name of the Member	Category of Member
1.	Mr. Umesh Khemka	Chairman
2.	Mr. Ramesh Kumar Vijay	Member
3.	Mr. Raikumar Vijay	Member

28. GENERAL BODY MEETING

	2023-24 30th AGM
Date	11/06/2024
Time	03:00 P.M.
Venue	Kolkata, (Meeting conducted through VC / OAVM pursuant to the MCA Circular)

29. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION
186

The disclosure under section 186 of Companies Act, 2013 is not applicable since your
Company is a Non-Banking Finance Company.

30. RISK MANAGEMENT POLICY

Operational risk is defined as the risk of loss resulting from inadequate or failed internal
processes, people and systems or from external events. The Company has adopted strict
measures towards formulating an effective operational risk management strategy which
involves identification, assessment, review, control and reporting of key operational risks.
The Company has built into its operational process proper segregation of functions, clear
reporting structures, well-defined processes, operating manuals, staff training,
verification of high value transactions and strong audit trails to control and mitigate
operational risks. New product and activity notes prepared by business units are reviewed
by all concerned departments including compliance, risk management and legal.
Measurement and reporting is also achieved through the various management
information systems, providing easily retrievable information, intertwined with each
operational process which are generated and monitored regularly. All concerned
departments coordinate and discuss key operational risk issues involving people, process,
and technology, external factors, among others, so as to minimize them or ensure
adequate controls over them. Risk registers across various processes are assessed for
likelihood and vulnerability of threats, and their acceptability evaluated based on existing
controls. The Company has set up a centralized control mechanism for better deployment
and management of resources. The Company has also put in place a rigorous surveillance
and classification of information system to ensure robust information technology risk
management. The Company has a well-designed business continuity plan, whose
effectiveness is gauged by proper testing mechanisms and which ensures continuity of
business in the unlikely event of business disruption. In order to provide continued and
uninterrupted service even during natural disasters, a disaster recovery site is in place. To
further enhance the standard operating procedures and various technological functions,
the Company is has been investing so as to keep its technological systems constantly
updated across the various domain functions. In addition, to manage operational risk
prudently, know your customer and anti-money laundering policy are in place. The
Company''s risk management framework emphasizes on analyzing and understanding
the underlying risks before undertaking any transactions and changing or implementing
processes and systems. This is facilitated by a robust governance structure, which
includes multi-tiered approval levels for all transactions and processes. This mechanism
is aided by a regular review of the portfolio and control mechanisms, undertaking self-
assessment programs and monitoring of key risk indicators.

31. NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and
their remuneration the contents of which are placed on the website of the Company
https://www.darcredit.com/

32. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

In accordance with the provisions of Section 188(1) of the Companies Act, 2013 there are no
materially significant related party transactions made by the Company with Promoters,

Directors, Key Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large. Accordingly, no transactions
are being reported in Form AOC-2 in terms of Section 134 of the Act read with rule 8 of the
Companies (Accounts) Rules, 2014 and hence does not form part of this report

However, the disclosures of the related parties are provided in the notes to accompanying
Standalone F inancial Statements of the Company for the F inancial Year ended 31st March
2025 in the accordance with the Accounting Standards.

33. ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company has in place adequate financial controls with reference to financial
statements. During the year, such controls were tested and no reportable material
weakness in the design or operation were observed.

34. OBLIGATION OF COMPANY UNDER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 20K

The Company has adopted a policy for prevention of sexual harassment of women at
workplace and has set up committee for implementation of said policy. During the year,
Company has not received any complaint of harassment.

35. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 DURING THE YEAR
ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There is no application made or no proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the year.

36. ONE TIME SETTLEMENT

There has been no one-time settlement done during the year.

37. SECRETARIAL AUDIT;

M/s. Jayshri Tulsyan & Associates, Company Secretaries, were appointed as the
Secretarial Auditor of the Company for the financial years from 2019-2020 to 2023-2024.
Considering their valuable contribution and the quality of audit services provided, the
Board hasre-appointed w.e.f 5th November, 2024 as the Secretarial Auditor of the
Company for the financial years from 2024-2025 to 2028-2029, in compliance with the
provisions of Section 204 of the Companies Act, 2013.

The Secretarial Audit was carried out by M/s. Jayshri Tulsyan 8c Associates, Company
Secretaries for the financial year ended on 31st March, 2025. The Report given by the

Secretarial Auditors is annexed as “Annexure 4” and forms integral part of this Report
There has been no qualification, reservation or adverse remark or disclaimer in their
Report.

38. RBI GUIDELINES

Your Company continues to comply with all the requirements prescribed by the Reserve
Bank of India as applicable to it. Special Auditor''s Report issued by the Auditor to the
Board in terms of the requirement of the Reserve Bank of India is annexed herewith and
marked as “Annexure 3 “.

39. GOVERNANCE

Your Company is committed to adhere to the best practice of governance it is always
ensured, that the practices being followed by the Company are in alignment with its
philosophy towards Corporate Governance. Your Company believes that the Corporate
Governance is all about effective management of relationship among constituents of the
system and always works towards strengthening this relationship through corporate
fairness, transparency and accountability. In your Company, prime importance is given to
reliable financial information, integrity, transparency, fairness, empowerment and
compliance with law in letter and spirit. Your Company proactively follows Government
principles and practices as to meet the business and regulatory needs, which has enabled
it to emerge as one of the best corporate governed companies.

40. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013, it is
hereby confirmed that;

(a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;

(b) 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 the
profit of the Company for that period;

(c) The directors have 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 have prepared the annual accounts on a going concern basis; and

(e) 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.

41. ACKNOWLEDGMENTS

The Board of Directors wishes to place on record its appreciation for the commitment,
dedication and hard work done by the employees of the Company and the co-operation
extended by Banks, Government Authorities, Customers, Shareholders and employees of
the Company and looks forward to a continued mutual support and co-operation.

For and on behalf of the Board
DAR CREDIT & CAPITAL LTD.

Place: Kolkata Ramesh Kumar Vijay

Date: 11th June, 2025 Chairman

DIN: 00658473