A Oneindia Venture
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Usha Financial Services Ltd. के निदेशक की रिपोर्ट
Mar 31, 2025
Your Directors are pleased to present the 29th Annual Report together with the Audited Financial
Statements for the Financial Year ended on 31st March, 2025.
PREAMBLE
Your company was incorporated as a Private
Limited Company under the Companies Act,
1956 in the name and style of âUsha
Financial Services Private Limitedâ bearing
Certificate of Incorporation Number (CIN)
U74899DL1995PTC068604 issued by the
Registrar of Companies, Delhi dated May 16,
1995. Further, the Company was converted
into a Public Limited Company in pursuance
of a special resolution passed by the
members of our Company at the Extra¬
Ordinary General Meeting held on June 03,
2022, and the name of the Company
changed from âUsha Financial Services
Private Limitedâ to âUsha Financial Services
Limitedâ & Registrar of Companies, Delhi
issued a new certificate of incorporation
consequent upon conversion dated October
12, 2022 with updated CIN i.e.
U74899DL1995PLC068604.
Further, your company got listed on the
Emerge platform of the National Stock
Exchange of India Limited (NSE) vide listing
approval letter dated 31st October, 2024.
Consequently, the CIN of the company
further amended to
L74899DL1995PLC068604.
The Annual Report for 2024-25 covers
information on Usha Financial Services
Limitedâs business segments, along with our
associated activities that enable short,
medium and long-term value creation.
To be the market leader and able to
empower our customers and businesses to
achieve their financial goals through
innovative, accessible and customer centric
solutions. We also embark upon providing
services to unserved sections through
financial alliances.
MISSION
To provide innovative, reliable, and
accessible financial solutions that
empowers individuals and Businesses to
achieve their financial aspirations, while
maintaining the highest standards of
integrity, customer service, and social
responsibility.
MOTO
âWE SUPPORT YOUR GOALS"
Since Inception of this Company, weâve been
driven by one single, purposeful GOAL¬
INVESTING IN THE SMALLEST DREAMS.
REPORTING PERIOD
The period under report comprises of the
period starting from 1st April 2024 to 31st
March, 2025 (inclusive of both the dates)
FINANCIAL RESULTS
The Financial performance of your Company
for the Financial Year ended on 31st March,
2025 and the corresponding figures for the
last year is summarized below:
|
Particulars |
Year Ended |
Year ended |
|
Revenue From Operations |
5,963.44 |
6,322.20 |
|
Other Income |
98.90 |
73.85 |
|
Less: Total Expenditure |
4245.34 |
4691.65 |
|
Profit Before Tax |
1817.00 |
1704.40 |
|
Less: Provision for Taxation (including Current Tax, |
436.89 |
425.49 |
|
Profit After Tax |
1380.11 |
1278.91 |
|
Provision for transfer to Statutory Reserve Fund (RBI |
276.02 |
255.78 |
|
Balance carried to Balance Sheet |
1104.09 |
1023.13 |
TRANSFER TO RESERVES
CHANGE IN THE NATURE OF BUSINESS
The balance of profit & loss account is Rs.
4,881.78 lakhs as at 31 st March, 2025 which
was increased by Rs. 1104.09 lakhs as
compared to the previous financial year.
The balance of Securities Premium Account
is Rs. 12,810.12 lakhs as on 31st March 2025
which was increased by Rs. 8017.1 lakhs as
compared to the previous financial year.
The aggregate amount of Rs. 18,941.33 lakhs
were carried forward to the Balance Sheet.
STATUTORY RESERVE FUND
During the year, the Company has transferred
Rs. 276.02 lakhs being 20% of Net Profits to
the Statutory Reserve in accordance with the
provisions of Section 45-IC of Reserve Bank
of India Act, 1934.
PROVISION FOR STANDARD ASSETS
The Company has transferred ^22.47 lakhs
to the provision for standard assets during
the year. With this transfer, closing balance of
provision for standard assets stands at
96.46 lakhs, which is in line with regulatory
requirement of 0.25% of standard assets.
There has been no change in the nature of
the business of the Company during the
financial year ended March 31,2025.
STATE OF AFFAIRS AND PERFORMANCE
REVIEW OF THE COMPANY
The Company is carrying out the business as
non-deposit taking Non-Banking Finance
Company for which the Certificate of
Registration (RBI B-14.02818 dated
04.01.2003) has been obtained from
Reserve Bank of India, New Delhi.
> Gross revenue from operations of the
Company is Rs. 5,963.44 Lakhs in FY
2024-25.
> Total Loans and Advances stood at Rs.
41,070.17 Lakhs as on March 31, 2025,
reflecting growth of 33.80% as compared
to the previous financial year.
> Net Worth stood at Rs. 21,115.09 as on
March 31, 2025 showing increase of
99.15% as compared to the previous
financial year.
> Capital Adequacy Ratio (CRAR) increased
by 50.72%.
¦ Total Loans disbursed in FY 2024-25 was
Rs.47,352.02 lakhs as compared to Rs
31,255.43 lakhs in FY 2023-24 i.e.
increase by 51.50%.
¦ Companyâs Leverage Ratio stands at 0.87
times (against 7 times prescribed by RBI).
¦ The Companyâs operations are spread
across 20 states.
¦ The company has over 13,000 borrowers
out of which 80% are women borrowers
MAJOR EVENTS DURING THE YEAR
> The Company has issued and allotted
52,92,541 Equity shares as Bonus shares.
The Board of Directors of the Company
approved the issue in the Board meeting
dated 01st June, 2024 and the same had
been approved by the members of the
Company in the Extra-ordinary General
Meeting held on 03rd June, 2024. The
allotment has been further approved by
the Board of Directors in their meeting
held on 12th June, 2024.
> Adoption of a new set of Article of
Association of the Company had been
approved in the Board meeting of the
Company held on 02nd July, 2024 and
was also approved by the members of the
company in Extra Ordinary General
Meeting held on 04th July, 2024.
> The Independent Directors were
appointed w.e.f. 10th June, 2024.
Thereafter, approval for constitution of the
following committees was obtained by the
board of directors in the Board meeting
dated 02nd July, 2024:
o Stakeholder Relationship Committee
o Initial Public Offering Committee
> Further, the re-constitution of the
following committees was also approved
by the Board of Directors of the Company
in the meeting held on 02nd July, 2024:
o Audit Committee
o Nomination and Remuneration
Committee
___o Risk Management Committee
> The Board of Directors also approved the
new logo of the company with tag line
âWe Support Your Goalsâ in the Board
meeting of the Company held on 02nd
July, 2024. Details of the change in logo
are as follows:
|
LOGO |
DESCRIPTION |
||
|
OL
|
,D LOGO USHA FINANCIAL |
âUSHA FINANCIAL1'' with our tag line |
|
|
NEW LOGO
|
"UFSL'''' with our tag |
||
> The Board of Directors of the Company
approved the authority to Mr. Rajesh
Gupta, Managing Director and/or Mrs.
Geeta Goswami, Chief Executive Officer
and Director for establishment of Branch
Offices of the Company at such location
or at such place, wherever deemed
necessary for carrying out its business
activities vide resolution passed by
circulation dated 07th January, 2025.
During the year under review, the
company has established a branch at
Bhimpur, Dibai-Doraha, Bulandshahr-
203393.
> The company has established its
._Corporate Office at 3rd Floor, Plot No. 40,
--Near Wave Cinema, Kaushambi,
Ghaziabad, Uttar Pradesh- 201012 and
the same was approved by the board of
directors vide circular resolution dated
12.02.2025.
> The Registered office of the Company
shifted from 330, Mezanine Floor
Functional Industrial Estate, East Delhi,
Patparganj, Delhi, India, 110092 to Plot
No. 73, First Floor, Patparganj, Industrial
Area, Delhi- 110092 with effect from
07th March, 2025 with in local limit of
Delhi and the same was approved by the
Board Members vide Circular resolution
dated 17th March, 2025 passed to notify
the said change to the Registrar of
Companies. The change was notified to
ROC within prescribed timeline from the
effective date as required.
> The Company has constituted the IPO
Committee for the guidance and
assistance of the Committee members in
the process of public offering of the
Company. As the designated objectives
were achieved, the Board of directors
approved the dissolution in the Board
Meeting held on 25th March, 2025.
> The Board of Directors of the Company at
their Board meeting held on 26th March,
2025, approved the introduction of two
new secured products i.e. Loan against
Property (LAP) and Project Inventory
Funding for further addition in the
business activity of the Company.
> However, some changes made in the
Board of directors or key managerial
personnel (KMPs) of the company are
provided under the respective heading.
INITIAL PUBLIC OFFERING (IPO) AND THE
LISTING OF COMPANY
>/The Company''s journey to become a
publicly listed entity began with the
Board approval for the Initial Public
Offering of the Company in the Board
meeting held on 02nd July,2024 for fresh
issue of equity shares at a price band of
Rs. 160-168/- per share and the same is
approved by the members of Company in
the Extra Ordinary General Meeting of the
Company held on 04th July, 2024.
> This offer comprised a fresh issue of
58,60,000 Equity Shares, out of which
3,20,800 equity shares were reserved for
subscription by Market Makers to the
issue (âMarket Maker Reservation
Portionâ). The remaining 55,39,200
equity shares constituted the Net Issue
were offered to the public.
> The Draft Red Herring Prospectus
(DRHP) was approved by the Board of
Directors in their Meeting held on 11th
July, 2024 and thereafter filed before the
Stock Exchange on Emerge platform of
National Stock Exchange of India (NSE)
for its comments and/ or changes
required. Some queries and/ or
requirements were received from the
Stock Exchange and the Company
diligently responded to all queries and/
or requirements to the Exchange along
with all the necessary supporting
documents. Upon being found the DRHP
in order, the Exchange provided the In¬
principle approval for the proposed
public issue of equity shares of the
company vide letter dated October 04,
2024 subject to the filing of final
prospectus to the Exchange.
> Further, the Red Herring Prospectus
(RHP) is approved by the members of
Board of Directors in their Meeting held
on 14th October, 2024 and same is filed
before the stock exchange for its
approval. No further query or clarification
received from the exchange on the filed
1 ''RHP.
> The issue was opened on 23rd October,
2024 for the Anchor Investors only.
It remained open for another three days
i.e. from 24th October, 2024 to 28th
October, 2024 (excluding Sunday) for
general public. Thereafter the allotment
was made to the respective applicants
after obtaining approval from the Board of
Directors in their meeting held on 29th
October, 2024.
> After completion of all the requirements,
the company has obtained the listing
approval from the Exchange vide
approval letter dated 30th October, 2024
for listing of equity shares of the
company on the EMERGE SME platform
of the Exchange.
> The Listing ceremony happened on 31st
October, 2024 at 10:00 A.M marking the
Company''s successful transition to a
publicly traded entity.
UTILIZATION OF PROCEEDS OF IPO
During the year under review the Company came up with an Initial Public Issue of 58,60,000
equity and raised ^ 9844.80 Lakhs. Till the closure of the financial year, the proceeds of said
issue have been utilized by the Company as under:
|
Sr. No. |
Object as disclosed in the |
Amount disclosed in the |
Actual Utilized |
Unutilized |
|
1 |
Funding Working Capital |
7000.00 |
7000.00 |
0.00 |
|
2 |
General Corporate Purpose |
2000.00 |
2000.00 |
0.00 |
|
3 |
Issue Related Expenses |
844.80 |
712.45 |
132.35 |
> The above-mentioned utilization was also certified by the auditors of the company pursuant
to Regulation 262 of SEBI (ICDR) Regulations, 2018 and NSE Circular No. NSE/CML/2024/23
dated September 05, 2024 and filed with the Stock Exchange along with the financial results
of the company for the financial year ending 31 st March, 2025
MATERIAL_CHANGES_AND
COMMITMENTS. IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR TO WHICH
THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THIS REPORT
The following changes have occurred
between the end of the financial year to
which the financial statements relate and the
date of this Report but their impact on
financial position of the company is not
determinable:
> The Board of Directors of the Company at
their meeting held on 10th June, 2025,
based on the recommendation of
Nomination and Remuneration
Committee, has approved the following
increase in the remuneration of KMPs:
⢠Remuneration of Mr. Rajesh Gupta,
Managing Director of the Company
increased from Rs. 48,00,000/- (Rupees
Forty-Eight Lakhs Only) per annum to Rs.
60,00,000/- (Rupees Sixty Lakhs Only)
per annum;
¦ Remuneration of Mrs. Geeta Goswami,
CEO and Director of the Company
increased from Rs. 36,00,000/- (Rupees
Thirty-Six Lakhs Only) per annum to Rs.
48.00. 000/- (Rupees Forty-Eight Lakhs
Only) per annum;
¦ Remuneration of Ms. Kritika Goswami,
Company Secretary and Compliance
Officer of the Company increased from
Rs. 6,60,000/- (Rupees Six Lakhs Sixty
Thousand Only) per annum to Rs.
9.00.000/- (Rupees Nine Lakhs Only) per
annum;
¦ Remuneration of Mr. Prashant
Raghuwanshi, Chief Financial Officer of
the Company increased from Rs.
14,40,000/- (Rupees Fourteen Lakhs
Forty Thousand Only) per annum to Rs.
19,80,000/- (Rupees Nineteen Lakhs
Eighty Thousand Only) per annum.
> The approval of the Board of Directors
and the members of the Company was
obtained in the meetings held on 07th
July, 2025 and 06th August, 2025
respectively for increase in the Authorized
Share Capital of the company from
existing capital of Rs. 26,00,00,000/-
(Rupees Twenty-Six Crores Only) divided
into 2,60,00,000 (Two Crore .and Sixty
Lakhs) Equity Shares of Rs. 10/- (Rupees
Ten Only) each to Rs. 44,00,00,000/-
(Rupees Forty-Four Crores Only) divided
into 4,40,00,000/- (Four Crores Forty
Lakhs) Equity Shares of Rs. 10/- (Rupees
Ten Only) each ranking pari passu in all
respects with the existing equity shares of
the company.
Consequently, Clause V (Capital Clause)
of the MOA of the Company was
substituted with the new clause and the
company has adopted the amended
Memorandum of Association (MOA) with
new clause after obtaining approval of
the board of directors and the member in
their meetings as mentioned above.
> The Company has issued and allotted
2,17,37,631 Equity shares as Bonus
shares. The said issue was approved by
the Board of Directors of the Company in
the Board meeting dated 07th July, 2025.
Thereafter, necessary documents were
filed to Stock Exchange on 11th July,
2025 for obtaining the in-principle
approval for the said bonus issue. The
issue was also approved by the members
of the Company in the Extraordinary
General Meeting held on 06th August,
2025. Subsequently, the remaining
documents were filed to the Exchange
and the in-principle approval was
obtained vide letter dated 12th August,
2025 .
Further, the shares were allotted to all the
members existing on the record date i.e.
19th August, 2025 after obtaining
approval of the Board of Directors in the
meeting held on 20th August, 2025.
> The approval of the Board of Directors
and the members of the Company was
obtained in the meetings held on 07th
July, 2025 and 06th August, 2025
respectively for the limit for offer and
Issuance of Non-Convertible Debentures
upto an aggregate amount of Rs.
100,00,00,000/- (Rupees One Hundred
Crores Only) and the same is approved in
the Extra Ordinary General Meeting of the
members of the Company held on 06th
August, 2025.
> In accordance with Regulation 23 of SEBI
(Listing Obligations and Disclosure
Requirement) Regulations, 2015, the
approval of the Board of Directors and the
Audit Committee was obtained for the
material related party transactions
estimated to be entered into during the
financial year 2025-26 between the
company and following related parties
having common promoters:-
⢠Uninav Developers Private Limited
⢠Nupur Infratech Private Limited
⢠Nupur Recyclers Limited
⢠Nupur Hospitality Private Limited
> Further, appointment of Internal Auditors
was also recommended by the Audit
Committee and approved by the Board of
Directors in their respective meetings
held on 07th July, 2025 to conduct the
Internal Audit for the financial
year 2025-26. The details are provided under
the respective head.
DEPOSITS
Being a non-deposit taking Non-Banking
Financial Company, your Company has not
accepted any deposit from the public within
the meaning of the provisions of the Master
Direction -Non-Banking Financial Companies
Acceptance of Public Deposit (Reserve Bank)
Directions, 2016, 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 deposits
accepted under Chapter V of the Companies
Act, 2013, is not applicable.
As on 31.03.2025, the composition of the Board of Directors and KMPs is as follows:
THE BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED
DURING THE YEAR
|
S. N |
Name |
Designation |
Date of |
Number of committees in |
|||
|
Director/ |
Director/ |
||||||
|
1. |
Mr. Rajesh Gupta |
Managing Director |
18.03.2015 |
3 |
1 |
||
|
2. |
Mr. Anoop Garg |
Executive Director |
15.06.2015 |
- |
- |
||
|
3. |
Mrs. Geeta Goswami |
Executive Director |
03.05.2017 |
1 |
1 |
||
|
4. |
Mrs. Nupur Gupta |
Non-Executive Director |
10.08.2022 |
2 |
- |
||
|
5. |
Mr. Pankaj Jain |
Independent Director |
10.06.2024 |
2 |
1 |
||
|
6. |
Mrs. Nimisha Jain |
Independent Director |
10.06.2024 |
2 |
2 |
||
|
7. |
Ms. Kritika |
Company Secretary |
03.02.2024 |
1 |
- |
||
|
8. |
Mr. Raghuwanshi |
Prashant |
Chief Financial Officer |
01 |
.06.2024 |
1 |
- |
|
9. |
Mrs. Geeta Goswami |
Chief Executive Officer |
12 |
.06.2024 |
1 |
1 |
|
The following changes have taken place in the composition of the Board of Directors and KMP
during the financial year 2024-25:
> Mr. Prashant Raghuwanshi having PAN: BNNPR9777C was appointed as the Chief Financial
Officer of the Company by the Board of Directors in the Board Meeting held on 01st June,
2024 with immediate effect.
> The Board of Directors, in the Board
Meeting held on 01st June, 2024, has
approved the change in designation of Ms.
Kritika having Membership No. A65161
from Company Secretary to Company
Secretary Cum Compliance Officer of the
Company.
> Mrs. Nimisha Jain having DIN: 10651632
and Mr. Pankaj Jain having DIN: 00257801
were appointed as Independent Directors
vide Ordinary resolution passed in the
Extra Ordinary General Meeting of the
members of the Company held on 10th
June, 2024.
> Mrs. Geeta Goswami, Director of the
Company having DIN: 07810522 and PAN:
AQPPG3808B was appointed as Chief
Executive Officer of the Company vide
Board meeting dated 12.06.2024.
In opinion of the Board of Directors, the
Independent Directors appointed are the
person of integrity, expertise and experience
(including the proficiency) and fulfils requisite
conditions as per applicable laws and are
independent of the management of the
Company.
Further, all the Directors of the Company have
confirmed that they are not disqualified to act
as Director in terms of Section 164 of the
Companies Act, 2013.
One change also occurred after the closure of
the financial year till the date of this report.
The details of such change is as follows:
> The Board of Director of the Company at
their meeting held on 07th July, 2025,
based on the recommendation of
Nomination and Remuneration Committee,
have recommended the re-appointment of
Independent Directors of the Company
subject to the approval of
members of the company in the Extra¬
Ordinary General Meeting (EGM).
Thereafter, the approval of members was
obtained in the EGM held on 06th August,
2025 to appoint Mr. Pankaj Jain (DIN:
00257801) as an Independent Director for
a further period of one year and Mrs.
Nimisha Jain (DIN: 10651632) as an
Independent Director for a further period of
RETIREMENT BY ROTATION
Mr. Rajesh Gupta, having DIN: 01941985,
Managing Director of the Company is liable to
retire by rotation at the ensuing AGM, being
eligible, offers himself for re-appointment.
STATEMENT ON DECLARATION FROM
INDEPENDENT DIRECTORS
> All the independent directors have
submitted a declaration of independence,
stating that they meet the criteria of
independence provided under Section
149(6) of the Act read with Regulation 16
of the SEBI Listing Regulations, as
amended. They also confirmed
compliance with the provisions of Rule 6
of Companies (Appointment and
Qualifications of Directors) Rules, 2014,
as amended, relating to inclusion of their
name in the databank of independent
directors.
> The Board took on record the declaration
and confirmation submitted by the
independent directors regarding them
meeting the prescribed criteria of
independence, after undertaking due
assessment of the veracity of the same in
terms of the requirements of Regulation
25 of the SEBI Listing Regulations.
> In the opinion of the Board, the independent directors fulfil the conditions specified in the
Act read with rules made thereunder and have complied with the code for independent
directors prescribed in Schedule IV to the Act.
NUMBER OF MEETINGS OF THE BOARD
During the year under review, the Board of Directors of the Company met 20 (Twenty) times
during the Financial Year ended March 31,2025 that are mentioned below:
⢠30.04.2024 ⢠01.06.2024 ⢠07.06.2024 ⢠12.06.2024
⢠02.07.2024 ⢠05.07.2024 ⢠11.07.2024 ⢠16.08.2024
⢠30.08.2024 ⢠28.09.2024 ⢠03.10.2024 ⢠07.10.2024
⢠14.10.2024 ⢠23.10.2024 ⢠29.10.2024 ⢠29.10.2024
⢠14.12.2024 ⢠31.01.2025 ⢠26.03.2025 ⢠31.03.2025
Further, three Circular resolutions were passed by the company as follows:
1. Circular Resolution No. 01 and 02 dated 07th January, 2025;
2. Circular Resolution No. 03 and 04 dated 12th February, 2025;
3. Circular Resolution No. 05 dated 12th March, 2025.
The details of attendance of each Director at the Board Meeting and Annual General Meeting are
given below:
|
Name of Directors |
Number of Board |
Number of Board |
Attended the |
|
Mr. Rajesh Gupta |
20 |
20 |
YES |
|
Mr. Anoop Garg |
20 |
13 |
YES |
|
Mrs. Geeta Goswami |
20 |
20 |
YES |
|
Mrs. Nupur Gupta |
20 |
17 |
YES |
|
Mr. Pankaj Jain |
20 |
14* |
YES |
|
Mrs. Nimisha Jain |
20 |
14* |
YES |
⢠Mr. Pankaj Jain and Mrs. Nimisha Jain were appointed on the board w.e. f. 10th June, 2024. Therefore,
they were eligible to attend only the meetings held after their appointment.
STATEMENT BY THE BOARD WITH
REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE OF THE INDEPENDENT
DIRECTORS APPOINTED DURING YEAR
Your Board of Directors is satisfied with the
veracity of the submissions and has
concluded that all Independent Directors
are individuals of integrity, possessing the
requisite expertise, proficiency, and
experience necessary to qualify and
continue as Independent Directors of the
Company. Furthermore, the Board affirms
that they remain independent of the
management.
COMPANYâS POLICY RELATING TO
DIRECTORSâ APPOINTMENT. PAYMENT
'' OF REMUNERATION AND DISCHARGE OF
THEIR DUTIES
Pursuant to Section 178(3) of Companies
Companies Act, 2013 and Regulation 19(4)
read with Part D of Schedule II of the SEBI
Listing Regulations, the Board has framed a
Remuneration Policy. This policy, inter alia,
lays down:
⢠The criteria for determining qualifications,
positive attributes, and independence of
directors; and
⢠Broad guidelines of compensation
philosophy and structure for non-executive
directors, key managerial personnel and
other employees.
PERFORMANCE EVALUATION OF THE
BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS
In terms of the provisions of the Act and the
Listing Regulations, Board carries out an
annual performance evaluation of its own
performance, its Committees, and Directors
individually including Independent Directors
based out of the criteria and framework
adopted by the Board. A structured
questionnaire covering various aspects of
evaluation of performance of the Board, its
Committees and individual Directors
(including independent directors) is circulated
for completion of the evaluation process.
The responses and recommendations
received from Directors were subsequently
reviewed and deliberated upon by Nomination
and Remuneration Committee (NRC) and the
Board at their respective meetings.
The evaluation process covered various
aspects of the Board and Committeesâ
functioning including their composition,
experience, competencies, performance of
specific duties, obligations, governance
issues, attendance and contribution of
individual directors and the effective exercise
of independent judgement.
RISK MANAGEMENT POLICY
The Company has laid down a comprehensive
Risk Assessment and Minimization Procedure
which is reviewed by the Board from time to
time. The Board of Directors has adopted the
Risk management policy which sets out the
framework for the management of risks faced
by the Company in the conduct of business to
ensure that all business risks are identified,
SUBSIDIARY. JOINT-VENTURE AND
ASSOCIATE COMPANY
The Company doesnât have any Subsidiary,
Joint Venture and/or Associate Company
during the year under review.
DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS.
COURTS AND TRIBUNALS
Some orders passed by the regulators or
courts or any tribunals during the year under
review which has an impact on the
Companyâs operations are as follows:
1. Pursuant to the conversion of the
company from Private to Public, the
company has filed an application to the
Reserve Bank of India for issue of new
Certificate of Registration in the name and
style of âUsha Financial Services Limitedâ.
The company has received the updated
certificate dated 19th Day of June, 2024
from RBI with updated name i.e. âUSHA
FINANCIAL SERVICES LIMITEDâ.
2. The company has filed an application
seeking prior approval of RBI for IPO of
equity shares of the company proposed to
be listed on the EMERGE platform of NSE.
The company has received the RBI
approval vide email dated September 10,
2024.
3. The company has received the listing
approval of its equity shares on the
EMERGE platform of National Stock
Exchange of India Limited vide approval
letter dated 30th October, 2024.
CAPITAL STRUCTURE
The company has issued only one kind of
shares i.e. equity shares. The summary of
authorized, issued, subscribed and paid-up
capital of the company is as follows:
AUTHORIZED EQUITY SHARE CAPITAL:
The Authorized equity share capital of the
company remains unchanged during the year
under review. The authorized share capital as
on 31st March, 2025 is Rs. 26,00,00,000/-
(Rupees Twenty-Six Crore Only) divided into
2,60,00,000 (Two Crore Sixty Lakhs) equity
shares of Rs. 10/- (Rupees Ten Only) each.
SUBSCRIBED, ISSUED AND PAID-UP
EQUITY SHARE CAPITAL:
> The subscribed, issued and paid-up equity
share capital at the beginning of the year
was Rs. 10,58,50,900/- (Rupees Ten
Crores Fifty-Eight Lakhs Fifty Thousand
and Nine Hundred Only) comprising of
1,05,85,090 equity share of Rs. 10/-
(Rupees Ten Only) each.
> During the year under review, following
alterations were made in the paid-up
equity share capital of the company:
⢠The Company has issued bonus shares
to the existing Members of the
Company in the ratio of 5:10 i.e., for
every 5 fully paid-up shares held by
member will get 10 bonus shares in this
issue. After the allotment of these
fj
shares the total paid up equity share
capital of the Company increased to Rs.
15,87,76,310/- (Rupees Fifteen Crore
Eighty-Seven Lakhs Seventy-Six
Thousand Three Hundred Ten Only)
comprising of 1,58,77,631 equity share
of Rs. 10/- (Rupees Ten Only) each.
⢠Further Company has issued
58,60,000/- (Fifty-Eight Lakh Sixty
Thousand Only) equity shares of
company to general public through
Initial Public Offering (IPO) with a price
range of Rs. 160-168/- (Per Share)
which amounts to Rs. 98,44,80,000/-
(Rupees Ninety-Eight Crores Forty-Four
Lakhs Eighty Thousand Only).
Consequently, the paid-up share capital
of the Company at the end of the
financial year is Rs. 21,73,76,310/-
(Rupees Twenty-One Crore Seventy-
Three Lakhs Seventy-Six Thousand
Three Hundred Ten Only) comprising of
2,17,37,631/- (Two Crore Seventeen
Lakhs Thirty-Seven Thousand Six
Hundred Thirty-One Only) Equity Shares
of face value of Rs. 10/- (Rupees Ten
Only) each.
The summary of the allotments made during the year under review are as follows:
|
Date of |
No of shares |
Nominal Value |
Premium per share (In Rs.) |
Mode of |
|
12.06.2024 |
52,92,541 |
- ----" |
- |
Bonus Shares |
|
29.10.2024 |
58,60,000 |
10/- |
158/- |
Public Issue |
Change in the paid-up share capital after the closure of the financial year:
The Company has issued and allotted bonus shares on August 20, 2025 to the existing Members
of Company in the ratio of 1:1 i.e., 1 fully paid-up bonus share for every 1 fully paid-up equity share
held. After allotment of these shares, total paid up equity share capital of Company increased to
Rs. 43,47,52,620/- (Rupees Forty-Three Crore Forty-Seven Lakh Fifty-Two Thousand Six Hundred
and Twenty Only) comprising of 4,34,75,262 equity share of Rs. 10/- (Rupees Ten Only) each.
DEBENTURE STRUCTURE
During the year under review, the Company had issued and allotted Secured redeemable Non¬
Convertible Debentures under two new Series namely âSeries Lâ and âSeries Mâ through private
placement. The brief details are provided hereunder:
|
Series |
No. of Debentures |
Nominal Value per |
Aggregate Amount (In |
|
Allotted |
Debenture (In Rs.) |
Rs.) |
|
|
L |
1959 |
1,00,000/- |
19,59,00,000/- |
|
M |
427 |
1,00,000/- |
4,27,00,000/- |
As per the provisions of the Companies Act,
2013 and other applicable rules and
regulations, the Company has appointed
debenture trustees as follows:
⢠MITCON Credential Trusteeship Services
Limited through its authorized
representative(s) was appointed to act as
Trustee for the Debenture holders
(âTrusteesâ) of âSeries Lâ; and
⢠Beacon Trusteeship Limited through its
authorized representative(s) was
appointed to act as Trustee for Debenture
holders (âTrusteesâ) of âSeries Mâ.
The amount of debentures outstanding as on
31st March, 2025 are being provided in the
Notes to Financial Statements.
CODE FOR PREVENTION OF INSIDER
TRADING
The Board has adopted a code to regulate,
monitor and report trading by Designated
Persons in securities of the Company while in
possession of Unpublished Price Sensitive
Information (UPSI) in relation to the Company.
The Board has further approved the code for
practices and procedures for fair disclosure
of UPSI and policy governing procedure of
inquiry in case of suspected leak of UPSI. The
code has also been hosted on website of
Company. The Company has also put in place
a Structured Digital Database as required
under Regulation 3(5) of SEBI (Prohibition of
Insider Trading) Regulations, 2015.
CORPORATE GOVERNANCE
Your Company believes that a good corporate
governance system is necessary to ensure its
long-term success. Your Company ensures
good governance through implementation of
effective policies and procedures, which are
mandated and regularly reviewed by the
Board or Committees of Board of Directors of
the Company. The Companyâs Board
approved Policies has been uploaded on the
Companyâs website and can be accessed at
https://www.ushafinancial.com/policies.html.
Further, A report on Corporate Governance as
per the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015
(Listing Regulations) is attached and forms
part of this report.
number of meetings of the Board,
composition of the various committees,
annual Board evaluation, remuneration policy,
criteria for Board nomination and senior
management appointment, whistle blower
policy/vigil mechanism, disclosure of
relationships between Directors inter-se, state
of Companyâs affairs, etc.
AUDITORS & THEIR REPORTS
STATUTORY AUDITOR:
> M/s K R A & Co., Chartered Accountants
(Firm Registration No. 020266N) had been
appointed as the Statutory Auditor of the
Company in the 27th Annual General
Meeting to hold office for a period of five
(5) years from the conclusion of that
Meeting till the conclusion of the 31st
Annual General Meeting of the Company.
> After the completion of the audit of the
company for the financial year 2024-25,
M/s K R A & Co., Chartered Accountants
have tendered its resignation from the
position of Statutory auditors of the
company with effect from 14th May, 2025
subject to the provisions for rotation of
auditor in every 3 years of its services in
accordance with the RBI Guidelines.
Although, the provisions related to rotation
of auditor are not applicable on the
company but the Company intends to
apply it for best Prudent Corporate
Governance Practice. The resignation of
Auditor was thereafter taken note of by the
member of audit committee and the board
of directors in their respective meetings
held on 10th June, 2025.
> Pursuant to the casual vacancy caused by
resignation of M/s K R A & Co., Chartered
Accountants (Firm Registration No.
020266N), the Board of Directors of the
company in their Board meeting held on
10th June, 2025, based on the
recommendation of the Audit Co
have proposed the appointment of M/s
Rajeev Shagun Gupta & Co., Chartered
Accountants, (Firm Registration No.
018530N) as statutory Auditor of the
Company and the proposed Auditor was
regularized by the members of the
company in Extra Ordinary General
Meeting held on 06th August, 2025.
SECRETARIAL AUDITOR:
The Board of Directors of the Company at
their Board meeting held on 26th March,
2025, based on the recommendation of the
Audit Committee, approved the appointment
of M/s Priya Binani & Associates, Company
Secretaries (COP No. 24562) as Secretarial
Auditors of the Company to conduct the
Secretarial Audit for financial year 2024-25.
INTERNAL AUDITOR:
The Board of Directors of the Company at
their Board meeting held on 26th March,
2025, based on the recommendation of the
Audit Committee, approved the appointment
of M/s NGSG & Associates (A Chartered
Accountant firm having Firm Registration
Number 027685N) as Internal Auditors of the
Company to conduct the Internal Audit for the
financial year 2024-25 on such terms &
conditions as mutually agreed upon.
Further, the Board of Directors of the
Company at their Board meeting held on 07th
July, 2025, based on the recommendation of
the Audit Committee in their meeting held on
â07th July, 2025, approved the re-appointment
of M/s NGSG & Associates (A Chartered
Accountant firm having Firm Registration
Number 027685N) as Internal Auditors of the
Company to conduct the Internal Audit for the
financial year 2025-26 on the same terms and
conditions.
REPORTING OF FRAUD
During the year under review, neither the
statutory auditors nor the secretarial auditor
have reported to the Audit Committee or the
Board, under Section 143 (12) of the Act, any
instances of fraud committed against the
Company by its officers or employees, the
details of which would need to be mentioned
in the Boardâs Report.
EXPLANATIONS OR COMMENTS BY THE
BOARD ON EVERY QUALIFICATION.
RESERVATION OR ADVERSE REMARK OR
DISCLAIMER MADE BY THE AUDITORS OF
THE COMPANY
> The observations made in Statutory
Auditorsâ Report given by M/s. K R A & Co.,
Chartered Accountants are self¬
explanatory and do not contain any
reservation, qualification or adverse
remarks. Therefore, needs no further
clarification/ explanations as required
under Section 134 of the Companies Act,
2013. The Statutory Audit report is
attached with the Financial Statement and
forms part of this report.
> The observations made in Secretarial
Auditorsâ Report given by M/s Priya Binani
& Associates, Company Secretaries (COP
No. 24562). are self-explanatory and do
not contain any reservation, qualification
or adverse remarks. Therefore, needs no
further clarification/ explanations as
required under Section 134 of the
Companies Act, 2013. The same is
annexed to this Annual Report as
COMPLIANCE WITH SECRETARIAL
The Company has complied with the
applicable Secretarial Standards (as
amended from time to time) on meetings of
the Board of Directors (SS-1) and Secretarial
Standards on General Meeting (SS-2) for the
Financial Year ended on 31st March, 2025 as
issued by The Institute of Company
Secretaries of India and approved by Central
Government under section 118(10) of the
Companies Act, 2013.
PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES
> Your Company had not entered into any
transactions with the related parties
which could be considered material in
terms of Section 188 of the Companies
Act, 2013. All Related Party Transactions
entered into during the financial year were
on an armâs length basis and were in the
ordinary course of business. Particulars of
contracts or arrangements with related
parties referred to in Section 188(1) of the
Companies Act, 2013, in the prescribed
Form AOC-2 is annexed to this Report as
ANNEXURE - B.
> However, the disclosure of transactions
with related parties for the financial year,
as per Accounting Standard -18 Related
Party Disclosures is provided in Notes to
the Balance Sheet as on March 31,2025.
DETAILS OF POLICY DEVELOPED AND
IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES
The Brief Outline of CSR Policy and initiatives
undertaken during the year has been provided
in the Annual Report on CSR for the financial
year under review which is annexed as
""âANNEXURE - C to this Report.
PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENT UNDER SECTION 186:
The Company, being a NBFC registered with
RBI and engaged in the business of giving
loans in ordinary course of its business, is
exempt from complying with provisions of
Section 186 of the Act with respect to loans,
guarantees and investments.
However, details of Loans, Guarantees,
Investments and Security covered under the
provisions of Section 186 of the Companies
Act, 2013 are given in the notes to the
Financial Statement.
DETAILS OF ADEQUACY OF INTERNAL
FINANCIAL CONTROLS:
The Company has in place adequate internal
financial controls with reference to the
financial statements and other operational
areas. These controls have been designed to
provide reasonable assurance regarding the
reliability of financial reporting, compliance
with applicable laws and regulations, and the
effectiveness and efficiency of operations.
1. Control environment
⢠The Company has established a strong
governance framework with clearly
defined roles and responsibilities.
⢠Policies and procedures are
documented across key functions such
as credit, operations, collections,
treasury and compliance.
2. Accounting and Banking Controls
⢠Financial transactions are recorded in
accordance with Indian Generally
Accepted Accounting Principles (I-
Adequate controls are in place for bank
reconciliation, general ledger review and
preparation of financial statements.
⢠For the outflows of fund Maker-Checker
concept is deployed.
⢠Transactional limits are put in place to
avoid any error in the payments/
disbursements.
3. Credit and Loan Management Controls
⢠Standard Credit Appraisal and Approval
Mechanism is followed for all loan
⢠Loan documentation is done as per
approved checklist, vetted and verified
by legal team.
⢠Post-disbursement monitoring is
undertaken to track end-use, repayment
behavior and covenant checks.
4. Audit and Monitoring
⢠Internal audit/review is conducted on a
periodic basis by an independent audit
firm.
⢠Findings are reviewed by the
management and corrective action is
taken where necessary.
⢠Internal audit/review includes review of
various transactions to ensure timely
compliance, etc.
5. IT and Operational Controls
⢠Core Lending System (LMS) is
implemented to manage loan lifecycle
with built-in controls.
⢠User access management and role-
based controls are in place.
⢠Regular data backups and cybersecurity
measures have been implemented.
6. Regulatory Compliance
The Company ensures compliance with
all applicable laws and RBI regulations,
including timely submission of returns,
KYC/AML norms, and periodic reporting
under RBIâs Master Direction for NBFCs.
7. Oversight and Review
⢠The Board and the Audit Committee
review internal control systems
regularly.
⢠The CEO and/or CFO provide
certifications as required under the
Companies Act and applicable SEBI
regulations, wherever required.
Based on the framework of internal financial
controls and compliance systems established
and maintained by the Company, and the
reviews performed by management and
auditors, the Board is of the opinion that the
internal financial controls are adequate and
operating effectively as on the date of this
report.
CONSERVATION_OF ENERGY.
TECHNOLOGY ABSORPTION AND
FOREIGN AND OUTGO:
The particulars required under Section
134(3)(m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts)
Rules 2014 in respect \of conservation of
energy and technology absorption are
provided hereunder:-
a. Conservation of energy-
i. the steps taken or impact on
conservation of energy:-NA
ii. the steps taken by the company for
utilizing alternate sources of energy:-
NA
iii. the capital investment on energy
conservation equipment:-NA
b. Technology absorption-
i. the efforts made towards technology
absorption:-NA
ii. the benefits derived like product
improvement, cost reduction,
product development or import
substitution:-NA
i. in case of imported technology
(imported during the last three years
reckoned from the beginning of the
financial year) ''A
a. the details of technology
imported:-NA
b. the year of import:-NA
c. whether the technology been
fully absorbed:-NA
d. if not fully absorbed, areas
where absorption has not taken
place, and reasons thereof; -NA
ii. the expenditure incurred on
Research and Development-NA
c. Foreign exchange earnings and Outgo-
The Foreign Exchange earned in terms of
actual inflows during the year is NIL and
the Foreign Exchange outgo during the year
in terms of actual outflows is NIL.
COMPLIANCE WITH RBI GUIDELINES:
The Company being an NBFC has complied
with all the applicable regulations of the
Reserve Bank of India for Non-deposit taking
NBFCs including but not limited to Reserve
Bank of India (Non-Banking Financial
Company - Scale Based Regulation)
Directions, 2023.
FAIR PRACTICES CODE
The Company has in place a Fair Practices
Code (âFPCâ) as approved by the Board, in
compliance with the guidelines issued by RBI,
which sets the fair practice standards while
dealing with its customers and legal entities.
The FPC is available on the website of the
Company at
https://www.ushafinancial.com/policies.html
CODE OF CONDUCT AND TRANSPARENCY
The Company has adopted the unified Code
of Conduct in compliance with the guidelines
issued by RBI. All the directors confirmed that
they are not disqualified from being
appointed/ continuing as Directors in terms of
Section 164(2) of the Act. Further, all the
directors and Senior Management of the
Company adhere to the Code of Conduct of
the company.
COMPANYâS WEBSITE
Your Company has its fully functional website
https://www.ushafinancial.com/, which has
been designed to exhibit all the relevant
details about the Company. The site carries a
comprehensive database of information of the
Company including the Financial Results,
details of Board Committees, Corporate
Policies/ Codes, business activities and
current affairs of your Company.
DISCLOSURE OF REMUNERATION
The disclosure with respect to remuneration
as required under Section 197(12) read with
Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014 is provided under-ANNEXURE D
forming part of this report.
PARTICULARS OF EMPLOYEES
The provisions of Rule 5(2) & 5(3) of the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are not
applicable, as there is no such employee who
were drawing / in receipt of remuneration of
prescribed amount during the period under
review. Therefore, no such statement provided
SEXUAL HARASSMENT POLICY FOR
WOMEN UNDER THE SEXUAL
HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company has zero tolerance towards
sexual harassment at the workplace and has
adopted a policy on prevention, prohibition
and redressal of sexual harassment at
workplace in line with the requirements of the
Sexual Harassment of Women at the Work
Place (Prevention, Prohibition and Redressal)
Act, 2013 and rules framed thereunder. We
follow a gender-neutral approach in handling
complaints of sexual harassment and also
assures discretion and guarantees non¬
retaliation to complainants.
CONSTITUTION OF COMMITTEE - SEXUAL
HARASSMENT AT WORKPLACE
> The Company has complied with the
provisions relating to Constitution of
Internal Complaints Committee (ICC)
under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
> Further, during the year under review, no
case was filed under the provisions of
Sexual Harassment of Women at
Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
> The Annual Report of ICC for the period
commencing from January 1, 2024 till
December 31, 2024 was submitted to the
office of District Collector, Delhi on
December 26, 2024.
âMAINTENANCE OF COST RECORDS
Maintenance of cost records and requirement
of Cost Audit as specified by the Central
Government under Section 148 (1) of the Act,
is not applicable for the business activities
carried out by the Company and hence, such
accounts and records are not maintained.
PROCEEDINGS PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE,
2016:
No application or proceeding was initiated in
respect of the Company under Insolvency and
Bankruptcy Code 2016.
DETAILS OF DIFFERENCE BETWEEN
AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE
REASONS THEREOF:
During the year under review, there were no
transactions or events with respect to the
One-time settlement with any bank or
financial institution, hence no disclosure or
reporting is required.
DIRECTORâS RESPONSIBILITY STATEMENT:
In accordance with Clause (c) Of Sub-Section
(3) Of Section 134 of the Companies Act,
2013, the Directors would like to inform the
Members that the Audited Accounts for the
financial year ended March 31, 2025, are in
full conformity with the requirement of the
Companies Act, 2013. The Financial
Accounts for the reporting period are audited
by the Statutory Auditors, M/s K R A & Co.,
Chartered Accountants (Firm Registration No.
020266N).
The Board of Directors of the company further
confirmed the members 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
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; \\M
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.
STATEMENT ON MATERNITY BENEFIT
COMPLIANCE:
That the Company is in compliance with all
the applicable provisions mentioned in the
Maternity Benefit Act, 1961.
DIVIDEND
In order to undertake and carrying future
¦âplans, it is necessary to conserve the
resources. Therefore, the Directors are of
the opinion of retaining the profits for the
year within the Company, and thus have
not recommended any dividend on equity
shares for the year ended March 31,2025.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 read with the
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 (âIEPF Rulesâ), dividend, if not claimed for a period of 7 years from the date of transfer to
Unpaid Dividend Account of the Company, shall be transferred to the Investor Education and
Protection Fund (âIEPFâ).
The provision of Section 125 (2) of the Companies Act, 2013 does not apply as there was no
dividend declared and paid in the previous years.
EXPLANATION FOR DEVIATION(S) OR VARIATION(S) IN ACCORDANCE WITH REGULATION
32 OF SEBI (LODR) REGULATIONS. 2015
The provisions of Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 are not applicable to the Company during the financial year under review.
Therefore, the Company is not required to furnish an explanation in relation to the variation or
delation as stipulated under Regulation 32 of SEBI (LODR) Regulation,2015
WEB LINK OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2018, the Company
is having website www.ushafinancial.com and annual return of Company has been published on
such website. Link of the same is given below:
https://www.ushafinancial.com/annual-return.html
ACKNOWLEDGEMENT
The Board expresses its sincere gratitude for the cooperation received from lenders, our valued
customers, regulatory bodies, Members and other stakeholders. The Board also wholeheartedly
acknowledges with thanks the dedicated efforts of employees and the management of the
Company.
FOR AND ON BEHALF OF THE BOARD
USHA FINANCIAL SERVICES LIMITED
Rajesh Gupta Geeta Goswami
Managing Director Director and CEO
DIN:01941985 DIN:07810522
Address: B-191, Yojna Vihar. Address: A-236, 1st Floor. Block-A.
Delhi 110092 Opposite Angel mall. Kaushambi.
Vasundhra. Ghaziabad- 201012. UP
DATE: 02.09.2025 DATE: 02.09.2025
PLACE: DELHI PLACE: DELHI
Mar 31, 2024
Your Directors are pleased to present the 28* Annual Report together with the Audited
Financial Statements for the Financial Year ended on 31st March, 2024.
1. PREAMRI.E:
Usha Financial Services Limited (UFSL) was incorporated on 16^ day of May 1995 as a
Private Limited company under Companies Act 1956, registered as a Non-Banking Financial
Company and got the RBI License on 4^ day of January 2003. The Company has converted
i? Pn,vate t0 public vide revised Certificate of Incorporation dated 12.10.2022.
The UFSL Annual Report for 2023-24 covers information on Usha Financial Services
Limited s business segments, along with our associated activities that enable short medium
and long-term value creation.
Vision
To be the market leader and able to empower our customers and businesses to achieve their
inancial goals through innovative, accessible and customer centric solutions, We also
embark upon providing services to unserved sections through financial alliances.
Mission
To provide innovative, reliable, and accessible financial solutions that empowers individuals
and Businesses to achieve their financial aspirations, while maintaining the highest
standards of integrity, customer service, and social responsibility.
MOTO:
"WESUPPORT YOUR GOALS"
Since Inception of this Company, We''ve been driven by one single, purposeful GOAL¬
INVESTING IN THE SMALLEST DREAMS.
The period under report comprises from the date of 1st April 2023 to 31* March 2024
2. FINANCIAL RESULTS
The Financial performance of your Company for the Financial Year ended on 31* March,
2024 and the corresponding figures for the last year is summarized below:
(Amount in Lakhs)
|
Particulars |
Year Ended |
Year Ended |
|
Revenue from Operations |
6,322.20 |
4,508.17 |
|
Other Income |
73.85 |
55.56 |
|
Less: Total Expenditure |
4,691.65 |
3,175.23 |
|
Profit before Tax |
1,704.40 |
1,388.50 |
|
Less: Provision for Taxation (Including Current tax |
425.49 |
360.07 |
|
Deferred Tax & Income Tax of earlier Yearsâ! |
||
|
Profit after Tax |
1,278.91 |
1,028.43 |
|
Provision for transfer to Statutory Reserve Fund (RBI |
255.78 |
205.69 |
|
Balance carried to Balance Sheet |
1,023.12 |
822.74 |
3. RESERVE & SURPLUS
The balance of profit & loss account is Rs. 3777.69 Lakhs as at 31st March, 2024 which was
increased by Rs. 1023.13 Lakhs as compared to the previous financial year. The balance of
Securities Premium is Rs. 4793.02 lakhs as on 31* March 2024 which was increased by Rs.
933.6 lakhs as compared to the previous financial year.
The aggregate amount of Rs. 9544.12 lakhs was transferred to the balance sheet.
4. STATUTORY RESERVE FUND:
During the year, the Company has transferred Rs. 255,78 Lakhs being 20% of Net Profits to
the Statutory Reserve in accordance with the provisions of Section 45-IC of Reserve Bank
of India Act, 1934.
5. PROVISION FOR STANDARD ASSETS:
The Company has transferred Rs. 73.99 Lakhs during the year at the rate of 0.25% as a
provision for Standard Assets.
6. MAIOR EVENTS DURING THE YEAR
No such major event occurred in the Company during the period under review. However,
some changes made in the board of directors or key managerial personnel (KMPs) of the
company as provided under the respective heading.
7- MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCOJRREP BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF
THIS REPORT:
The following changes have occurred between the end of the financial year to which the
financial statements relate and the date of this Report but their impact on financial position
of the company is not determinable:
1. The Company is planning to get its securities listed for the first time on the SME portal of
National Stock Exchange of India Limited (NSE). Accordingly, the Initial Public Offering
(IPO) had been approved by the Board of Directors of the Company in the meeting held
on 02nd day of July, 2024. The Members of the Company approved the same in the
Extraordinary General Meeting held on 04th day of July, 2024. Subsequently, the
Company has filed Draft Red Herring Prospectus (DRHP) on SME portal of NSE on 11th
day of July, 2024 for seeking in principal approval and also applied for the approval from
the other respective authorities. The approval of the same is still awaited.
2. The Company has issued and allotted 52,92,541 Equity shares as Bonus shares. The
Board of Directors of the Company approved the issue in the Board meeting dated 01st
day of June, 2024 and the same had been approved by the members of the Company in
the Extraordinary General Meeting held on 03^ day of June, 2024. The allotment has
been approved by the Board of Directors in the meeting held on 12^ day of June, 2024.
3. The Board of Directors of the Company has approved the constitution of the following
committees in their meeting dated 02nd day of July, 2024:
⢠Stakeholder Relationship Committee and â
⢠Initial Public Offering Committee of the Company
4. The re-constitution of the following committees was also approved by the Board of
Directors of the Company in their meeting dated 02nd day of July, 2024:
⢠Audit Committee,
⢠Nomination and Remuneration Committee
⢠Risk Management committees
5. The Board of Directors consented to adopt new set of Article of Association of the
Company and same had been approved in the Board meeting of the Company held on
02nd day of July, 2024.
6. The Board of Directors consented for the change in the existing logo of the Company
from "USHA FINANCIAL" with our tag line âWe Support Your Goals" to "UFSL" with our
tag line "We Support Your Goalsâ in the Board meeting of the Company held on 02nd day
of July, 2024.
8. CHANGE IN THE NATURE OF BIISINKSS
There has been no change in the nature of the business of the Company during the financial
year ended March 31,2024.
9. STATE OF AFFAIRS AND PERFORMANCE REVIEW OF THE COMPANY
The Company is carrying out the business as Non-Banking Finance Company without
accepting any Public Deposits for which the Certificate of Registration [RBI B-14.02818
dated 04.01.2003] has been obtained from Reserve Bank of India, New Delhi.
⢠Company''s Net Worth has surpassed Rs. 10000 Lakhs in FY 2023-24
⢠Gross revenue from operations of the Company grew by 28.65% to Rs. 6,322.20 Lakhs in
FY 2023-24, company''s profitability increased as well.
⢠PAT stands at Rs. 1278.91 Lakhs that represents 24.36% growth from FY 22-23
⢠The aggregate gross loan portfolio [GLP] of the Company stood at Rs. 30695.73 Lakhs as
on 31st March, 2024.
⢠The Company has disbursed the loans of Rs. 31255.43 lakhs during FY 2023-24 that
includes Electric Vehicle Loans, Agri- Loans and loans to Women Entrepreneur
⢠Company''s capital adequacy ratio comfortably stands at 33.03% [against 15%
prescribed by RBI]
⢠Company''s Leverage Ratio stands at 2.15 times [against 7 times prescribed by RBi]
⢠The Company has operations spread on PAN India.
10. DEPOSITS:
The provisions of the Companies Act, 2013 related to the deposits are not applicable to a
non-banking financial company as defined in the Reserve Bank of India Act, 1934 [2 of
1934] registered with the Reserve Bank of India. Therefore, it is not applicable.
11. DIVIDEND
In order to undertake and carry on future plans, it is necessary to conserve the resources.
Therefore, the Directors are of the opinion of retaining the profits for the year within the
Company, and thus have not recommended any dividend on equity shares for the year
ended March 31,2024.
12. NUMBER OF MEETINGS OF THE BOARD
During the year under review, the Board of Directors of the Company met 12 [Twelve] times
during the Financial Year ended March 31, 2024 that are mentioned below;
28.04.2023 27.05.2023 20.06.2023 05.07.2023
10.07.2023 11.08.2023 16.09.2023 25.10.2023
18.12.2023 03.02.2024 02.03.2024 28.03.2024
The details of attendance of each Director at the Board Meeting and Annual General Meeting
are given below:
|
Name of Directors |
Number of Board |
Number of Board |
Attended the |
|
Mr. Rajesh Gupta |
12 |
12 |
YES |
|
Mr. Anoop Garg |
12 |
12 |
YES |
|
Ms. Geeta Goswami |
12 |
12 |
YES |
|
Mr. Gauri Shanker |
12 |
10 |
YES |
|
Mr. Bhupinder Nayyar* |
0 |
0 |
NO |
|
Mrs. Nupur Gupta |
12 |
12 |
YES |
|
Mr. Arvind Jain |
10 |
8 |
NO |
* Mr. Bhupinder Nayyar resigned from the directorship with effect from 27.04.2023.
13. THE BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL APPOINTED OR
RESIGNED DURING THE YEAR:
As on 31.03.2024, the composition of the Board of Directors and KMP is as follows:
|
S. No. |
Name |
Designation |
DIN/ Mem. |
Date of |
Date of |
|
1. |
Mr. Rajesh Gupta |
Managing Director |
01941985 |
18.03.2015 |
NA |
|
2. |
Mr. Anoop Garg |
Executive Director |
01941972 |
15.06.2015 |
NA |
|
3. |
Ms. Geeta Goswami |
Executive Director |
07810522 |
03.05.2017 |
NA |
|
4. |
Ms. Nupur Gupta |
Non-Executive Director |
09305281 |
10.08.2022 |
NA |
|
5. |
Kritika |
Company Secretary |
ACS65161 |
03.02.2024 |
NA |
The following changes have taken place in the composition of the Board of Directors and
KMP during the financial year 2023-24:
1. Mr. Bhupinder Nayyar has resigned as an Independent Director of the Company with
effect from 27.04.2023.
2. Mr. Rajesh Gupta, Director of the Company having DIN: 01941985 was appointed as the
Managing Director of the Company by the Board of Directors on Board Meeting held on
27th day of May, 2023 and same was also approved in the General Meeting dated
12.06.2023 for a period of. 5 years effective from 12.06.2023.
3. Mr. Arvind Kumar Jain has been appointed as an additional director by the Board of
Directors in their meeting held on 27.05.2023 and the same was regularized as an
Independent director in the Extra-ordinary general meeting dated 12.06.2023.
4. Ms. Neha Sharma, Company Secretary of the Company having Membership No.: A57676
resigned from her designation as Company Secretary with effect from 20th day of
January, 2024 and Ms. Kritika was appointed as new Company Secretary of the Company
having Membership No.: A65161 by the Board of Directors in Board Meeting held on
03 rd day of February, 2024 with immediate effect.
5. Mr. Arvind Jain and Mr. Gauri Shankar, Independent Directors of the Company have
tendered his resignation vide letter dated 02nd day of March, 2024 and same is accepted
by the Company in the meeting of Board of Directors of the Company held on 28th day of
March, 2024.
Further, all the Directors of the Company have confirmed that they are not disqualified to
act as Director in terms of Section 164 of the Companies Act, 2013.
Some changes also occurred after the closure of the financial year till the date of this report.
The details of such changes are as follows:
1. Ms. Kritika, Company Secretary of the Company having Membership No.: A65161 was
appointed as the Compliance Officer of the Company by the Board of Directors in the
Board Meeting held on 01st day of June, 2024 with immediate effect.
2. Mr. Prashant Raghuwanshi was appointed as Chief Financial Officer (CFO] of the
Company by the Board of Directors in the Board Meeting held on 01st day of June, 2024
with immediate effect.
3. Ms. Nimisha Jain (DIN: 10651632) and Mr. Pankaj Jain (DIN: 00257801) were appointed
as Independent Directors of the Company by the Board of Directors in the Board
meeting held on 07th day of June, 2024 and the same had been approved by the
members of the Company in the Extraordinary Genera! Meeting held on 10th day of June,
2024 with immediate effect.
4. Ms. Geeta Goswami, Director of the Company having DIN: 07810522 was appointed as
the Chief Executive Officer of the Company by the Board of Directors in the Board
meeting held on 12th day of June, 2024 without any variation in the terms and conditions
like remuneration etc.
RETIREMENT BY ROTATION OF THE DIRECTORS
Further, according to the provisions of Section 152(6) the Companies Act, 2013 and the
Articles of Association of the Company, Mrs. Geeta Goswami, Director, is liable to retire
by rotation at the ensuing Annual General Meeting and being eligible have offered
herself for reappointment.
14. STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS:
All Independent Directors have confirmed to the Board that they meet the criteria of
independence as specified under Section 149(6) of the Companies Act, 2013 and that they
qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment
and Qualification of Directors) Rules, 2014. The above confirmations were placed before the
Board at its meeting held on April 28, 2023 and duly noted. It is in the opinion of the Board
that the Independent Directors possess relevant expertise, qualifications and experience in
the fields of strategy, finance, people management, risk advisory, financial services,
investment and they hold the highest standards of integrity.
15. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT-QE
REMUNERATION AND DISCHARGE OF THEIR DUTIES:
The provisions of Section 178(1) relating to constitution of Nomination and Remuneration
Committee are applicable to the Company and same had been constituted by the Board. The
Constitution of the Nomination and Remuneration Committee is as follows:
|
SL. NO. |
NAME OF DIRECTOR |
DESIGNATION |
|
1. |
Ms. Nupur Gupta |
Director |
|
2. |
Mr. Gauri Shankar |
Independent Director |
|
3. |
Mr. Arvind Jain |
Independent Director |
* Mr. Gauri Shankar and Mr. Arvind Jain resigned from the directorship of the company w.e.f
28.03.2024. Thereafter, the committee reconstituted in the board meeting dated 02.07.2024
after appointment of independent directors.
1ft- RISK MANAGEMENT POLICY:
The Company has laid down a comprehensive Risk Assessment and Minimization Procedure
which is reviewed by the Board from time to time. The Board of Directors has adopted the
Risk management policy which sets out the framework for the management of risks faced by
the Company in the conduct of business to ensure that all business risks are identified,
managed and monitored.
17. SUBSIDIARY. [PINT-VENTURE AND ASSOCIATE COMPANY:
The Company doesnât have any Subsidiary, Joint Venture and Associate Companies during
the year under review.
1 H. DFTAII.S OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS.
COURTS AND TRIBUNALS:
There are no significant and material orders passed by the regulators or courts or any
tribunals during the year under review which has an impact on the Going Concern status
and Companyâs operations in future.
19. CAPITAL STRUCTURE:
The company has issued only one kind of shares i.e. equity shares. The summary of
authorized, issued, subscribed and paid-up capital of the company is as follows:
Authorized equity share capital:
The Authorized equity share capital of the company remains unchanged during the year
under review. The authorized share capital as on 31st March, 2024 is Rs. 26,00,00,000/-
(Rupees Twenty-Six Crore Only) divided into 2,60,00,000 equity shares of Rs. 10/- (Rupees
ten) each.
Subscribed, Issued and Paid-up equity share capital;
The subscribed, issued and paid-up equity share capital at the beginning of the year was Rs.
9,41,80,900/- (Rupees Nine Crores Forty-One Lakhs Eighty Thousand and Nine
Hundred Only) which comprises of 94,18,090 equity shares of Rs. 10/- (Rupees Ten Only)
each fully paid up. Total number of shares issued and allotted during the year was
11,67,000/- (Eleven Lakhs sixty Seven Thousand Only) equity shares. At the end of the year,
the subscribed, issued and paid-up equity share capital is Rs. 10,58,50,900/- (Rupees Ten
Crores, Fifty-Eight Lakhs Fifty Thousand and Nine Hundred Only) comprising of
1,05,85,090 equity share of Rs. 10/- (Rupees Ten Only) each.
Durinv the vear under review, the following allotments were made:
|
Date of |
No of shares |
Nominal Value |
Premium per |
Mode of Allotment |
|
12.06.2023 |
36000 |
10/- |
80/- |
Preferential Allotment |
|
05.07.2023 |
581000 |
io/- |
80/- |
Preferential Allotment |
|
10.07.2023 |
550000 |
10/- |
80/- |
Preferential Allotment |
20. DEBENTURE STRUCTURE:
During the year under review, the Company had issued one Debenture Series namely "Series
K" through private placement and allotted the same. The details are herein below:
|
Series |
No. of Debenture |
Aggregate Amount [in Rs) |
|
K |
500 |
5,00,00,000/- |
As per the provisions of the Companies Act, 2013 and other applicable laws, the Company
has appointed MITCON Credentia Trusteeship Services Limited through its authorized
representative(s) to act as Trustee for the Debenture holders ["Trustees") for "Series K".
The details of outstanding debentures as on the date of this report are as follows:
|
Series |
No. of Debenture |
Aggregate Amount fin Rs) |
|
I |
700 |
6,39,00,000/- |
|
J |
650 |
6,50,00,000/- |
|
K |
500 |
5,00,00,000/- |
21. STATUTORY AUDITORS:
M/s K R A & Co., Chartered Accountants [Firm Registration No. 020266N) had been
appointed as the Statutory Auditor of the Company in the 27th Annual general Meeting to
hold office for a period of five [5] years from the conclusion of 27th Annual General Meeting
till the conclusion of the 31st Annual General Meeting of the Company.
The Auditors have confirmed that they are not disqualified from being appointed as a
Statutory Auditors of the Company. The Auditor has also furnished a declaration confirming
their independence as well as their armâs length relationship with the Company, The Audit
and Risk Management Committee reviews the independence and objectivity of the auditor
and effectiveness of the audit process.
22. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION.
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITORS OF
THE COMPANY:
The observation made in Auditorsâ Report given by M/s. K R A & Co., Chartered Accountants
are self-explanatory and do not contain any reservation, qualification or adverse remarks.
Therefore, needs no further clarification/ explanations as required under Section 134 of the
Companies Act, 2013.
Also, the provisions of Section 204 of the Companies Act, 2013 relating to submission of
Secretarial Audit Report is not applicable to the Company.
23. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has Complied with the applicable Secretarial Standards [as amended from
time to time) on meetings of the Board of Directors [SS-1) and Secretarial Standards on
General Meeting [SS-2) for the Financial Year ended on 31st March, 2024 issued by The
Institute of Company Secretaries of India and approved by Central Government under
section 118[10) of the Companies Act, 2013.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered into during the financial year ended March
31, 2024, were on an arm''s length basis and were in the ordinary course of business.
Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.
There are no materially significant related party transactions during the financial year
under review made by the Company with Promoters, Directors, or other designated persons
which may have a potential conflict with the interest of the Company at large. Disclosure
required as per Form AOC-2 is attached as "Annexure I".
However, the disclosure of transactions with related parties for the financial year, as per
Accounting Standard -18 Related Party Disclosures is given in Note to the Balance Sheet as
on March 31, 2024.
25. WEB LINK OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2018, the
Company is having website www.ushafinancial.com and annual return of Company has been
published on such website. Link of the same is given below:
https://www.ushafinancial.com/
26. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
Your Company has the policy of giving back to the society and has carried a host of CSR
activities this year in accordance with the requirement of Section 135 of the Companies Act,
2013. In compliance with Section 135 and amendments in the Companies Act, 2013 read
with the Companies (Corporate Social Responsibility Policy) Rules, 2014, there is no need to
constitute corporate social responsibility committee if contribution amount is up to Rs.
50,00,000/- (Rupees Fifty Lakhs Only). Therefore, the Company is allowed to contribute to
CSR activities by approval of Board of Directors only.
As per the provisions of Companies Act, 2013, company has to contribute 2% of the average
net profit of last 3 Financial year in CSR activities, hence the budget for CSR activities is Rs.
17,08,265.84/- (Rupees Seventeen Lakhs Eight Thousand Two Hundred Sixty- Five and
Eight Four Paisa Only) on CSR activities and the same has been spent on the areas
mentioned under Schedule VII of Companies Act 2013.
The Brief Outline of CSR Policy and initiatives undertaken during the year has been annexed
as ''Annexure - II'' to the Directors'' Report
27. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENT UNDER SECTION 186:
Pursuant to Section 186 of the Companies Act, 2013 and Rules made thereunder, requiring
disclosure in the Financial Statements of the full particulars of the loans made and
guarantees given or securities provided by a Non- Banking Financial Company in the
ordinary course of its business and the purpose for which the loan or guarantee or security
is proposed to be utilized by the recipient of the loan or guarantee or security are exempted
from disclosure in the Annual Report. Further, the details of investments made by the
Company are given in the Notes to the Financial Statements.
28. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The policies and procedures adopted by your Company taken into account the design,
implementation and maintenance of adequate internal financial controls, keeping in view
the size and nature of the business. The internal financial controls ensure the orderly and
efficient conduct of its business. The controls encompass safeguarding of your Company s
assets, strict adherence to policies, and prevention and detection of frauds and errors
against any unauthorized use or disposition of assets and Misappropriation of funds. These
controls help to keep a check on the accuracy and completeness of the accounting records
and timely preparation of reliable financial disclosures.
29. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN AND OUTGO:
The particulars required under Section 134(3}(m) of the Companies Act, 2013 read with
Rules 8 of the (Accounts] Rules 2014 in respect of conservation of energy and technology
absorption are provided hereunder:-
a. Conservation of energy-
(i) the steps taken or impact on conservation of energy;-NA
(ii) the steps taken by the company for utilising alternate sources of energy;-NA
(iii) the capital investment on energy conservation equipments,--NA
b. Technology absorption-
(i] the efforts made towards technology absorption;-NA
(ii] the benefits derived like product improvement, cost reduction, product development
or import substitution;-NA
(iii] in case of imported technology (imported during the last three years reckoned from
the beginning of the financial year]
(a] the details of technology imported;-NA
(b] the year of import;-NA
(c] whether the technology been fully absorbed;-NA
(d] if not fully absorbed, areas where absorption has not taken place, and the
reasons thereof; -NA
(iv] the expenditure incurred on Research and Development-NA
c. Foreign exchange earnings and Outgo-
The Foreign Exchange earned in terms of actual inflows during the year is NIL and the
Foreign Exchange outgo during the year in terms of actual outflows is NIL.
80. COMPLIANCE WITH RBI GUIDELINES:
The Company being an NBFC has complied with all applicable regulations of the Reserve
Bank of India for Non-deposit taking NBFC, As per the Reserve Bank of India (Non-Banking
Finance Companies] Directions, 1998, the Directors hereby report that the Company did not
accept any public deposits during the year and did not have any public deposits outstanding
at the end of the year.
81. ronr of conduct, transparency and client protection
The Company has fully implemented the Reserve Bank of India''s Fair Practice Code and also
adopted the unified Code of Conduct of Usha Financial Services Limited.
82. PARTICULARS OF EMPLOYEES
The provisions of Rule 5(2] & 5(3] of the Companies (Appointment and Remuneration of
Managerial Personnel] Rules, 2014 are not applicable, as there are no such employee who
were drawing / in receipt of remuneration of prescribed amount during the period under
review.
33. REPORTING OF FRAUDS BY AUDITORS:
During the period under review, the Statutory Auditors have not reported to the Board or
Central Government any instances of material fraud in the Company by its officers or
employees under Section 143(12) of the Companies Act, 2013 as no fraud was committed by
the company at any time.
34. SEXUAL HARASSMENT POLICY FOR WOMEN UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE fPREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company is in compliance with the Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013 and has adopted a policy on Sexual
Harassment to prohibit, prevent or deter any acts of sexual harassment at workplace and to
provide the procedure for the redressal of complaints pertaining to sexual harassment,
thereby providing a safe and healthy work environment.
CONSTITUTION OF COMMITTEE - SEXUAL HARASSMENT AT WORKPLACE
The Sexual harassment of women at workplace (prevention, prohibition and Redressal) Act,
2013 requires an employer to set up an ''internal complaints committee'' ("ICC") at each
office or branch, of an organization, to hear and redress grievances pertaining to sexual
harassment. The Company has constituted the same and complied with the provisions
relating to Constitution of internal complaints committee'' under Sexual Harassment of
Women at Workplace [Prevention, Prohibition and Redressal) Act, 2013.
Further, during the year under review, no case was filed under the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
35. MAINTENANCE OF COST RECORDS:
The nature of Company''s business/ activities is such that maintenance of cost records under
Section 148 (1) of the Companies Act, 2013 is not applicable to the Company.
36. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2Q16:
No application or proceeding was initiated in respect of the Company in terms of Insolvency
and Bankruptcy Code 2016.
37. DETAILS OF DIFFERENCE RET WEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF,
During the year under review, there were no transactions or events with respect to the One¬
time settlement with any bank or financial institution, hence no disclosure or reporting is
required.
38. DIRECTOR''S RESPONSIBILITY STATEMENT:
In accordance with Clause (C) Of Sub-Section (3) Of Section 134 of the Companies Act, 2013
the Directors would like to inform the Members that the Audited Accounts for the financial
year ended March 31, 2024, are in full conformity with the requirement of the Companies
Act, 2013. The Financial Accounts are audited by the Statutory Auditors, M/s K R A & Co.,
Chartered Accountants (Firm Registration No. 020266N). The Board of Directors of the
company further confirmed the members 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 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; and
e. 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.
ACKNOWLEDGEMENTS
The Board expresses its sincere gratitude to the shareholders, bankers and clients for their
continued support. The Board also wholeheartedly acknowledges with thanks the dedicated
efforts of all the staff and employees of the Company.
FOR AND ON BEHALF OF THE BOARD
USHA FINANCIAL SERVICES LIMITED
Cgma (Xtffvimii :-v
Managing Director Director and CEO
DIN: 01941985 DIN:07810522
Address: B-191, Yojna Vihar, Address: A-236,1st Floor, Block-A,
Delhi 110092 Opposite Angel mall, Kaushambi,
Vasundhra, Ghaziabad- 201012, UP
DATE: ¦ 202-^ DATE: 3 0.- Z 02.
PLACE: DELHI PLACE: DELHI
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Share Market: मई में Share Market में गिरावट या तेजी, क्या कहता है 10 साल का ट्रेंड? -
Stock Market: तेल की आग से जला शेयर बाजार! एक दिन में 9 लाख करोड़ साफ, बाजार में क्यों मचा कोहराम? -
बाजार में आज सुस्त शुरुआत के संकेत! Q4 नतीजों और कच्चे तेल की चाल से बदलेगी तस्वीर -
शेयर बाजार में आज जबरदस्त धमाका: सेंसेक्स-निफ्टी की रफ्तार देख निवेशक हैरान, क्या है तेजी की असली वजह? -
Stock Alert: नाम में Hero, रिटर्न में Zero! बड़ी कंपनियों में कहीं डूब तो नहीं जाएगा आपका पैसा? -
Stock Market Today: शेयर बाजार में हाहाकार, 3 बजते ही Sensex और Nifty 50 में धड़ाम! -
Delta Corp Share Price: नतीजों का बुरा हाल, फिर भी रॉकेट बना शेयर; वजह जान हो जाएंगे हैरान! -
HDFC AMC Q4 Results: मार्च तिमाही में मुनाफा घटा, रेवेन्यू बढ़ा; जानें कितनी डिविडेंड दे रही कंपनी? -
Stock Market Rally: शेयर बाजार में पैसों की बारिश, निवेशक मालामाल, जानिए तेजी के पीछे की वजह -
Nifty Target: शेयर बाजार को झटके पर झटका, BNP पारिबा ने घटाया Nifty का टारगेट -
Stock Market Crash: 5 बड़े कारणों से शेयर बाजार में भारी गिरावट, ट्रेडिंग से पहले जान लें सच! -
Stock Market Crash: तेल 100 डॉलर के पार, बाजार खुलते ही निवेशकों के लाखों डूबे, सेंसेक्स-निफ्टी धड़ाम! -
भारतीय शेयर बाजार: आज ग्लोबल संकेतों से तय होगी दिशा -
Share Market Update: सीजफायर से शेयर बाजार में पैसा बरसा! सेंसेक्स-निफ्टी में जोरदार उछाल
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