డైరెక్టర్ల నివేదిక Authum Investment & Infrastructure Ltd.

The Board of Directors (the Board) have pleasure in presenting the 44^th Annual Report together with the Audited Financial
Statements of the Company for the financial year ended March 31, 2026. The Company is registered with the Reserve Bank of
India ("RBI") as a Systemically Important Non-Banking Financial Company ("NBFC") not taking public deposits (NBFC-ND-SI).

FINANCIAL PERFORMANCE AND APPROPRIATIONS

The standalone and consolidated financial statements of the Company are prepared in accordance with the applicable provisions
of the Companies Act, 2013 (the "Act") including Indian Accounting Standards ("Ind AS") as specified in Section 133 of the Act,
read with Companies (Indian Accounting Standards) Rules, 2015 and amendments thereof.

The standalone and consolidated financial highlights of the Company for the financial year ended March 31, 2026 are summarised
below for ease of reference for the Members.

Key highlights of Financial Performance:

The Company''s performance during the year ended March 31,
2026, in comparison with the year ended March 31, 2025 is
summarized as follows:

Consolidated:

The total income of the Company for FY 2025-26 stood at
Rs. 2653.89 crores as against Rs. 4612.22 crores during the
previous year and profit after tax for FY 2025-26 stood at
Rs. 1929.35 crores as compared to Rs. 4241.41 Crores for
the PY.

The profit before exceptional items and tax was Rs. 2144.80
Crores as compared to Rs. 4076.65 Crores. The profit for
the year attributable to the owners of the Company was
Rs. 1929.35 Crores as compared to Rs. 4241.41 Crores in
FY 2024-25.

The consolidated financials reflect the cumulative performance
of the Company together with its various subsidiaries.

Standalone:

The standalone total income of the Company for FY 2025-26
stood at Rs. 2,542.03 crores as against Rs. 4599.74 crores
during the previous year and profit after tax reduced from
Rs. 4248.11 crores to Rs. 1919.47.

The profit before exceptional items and tax was Rs. 2108.04
Crores as compared to Rs. 4076.17 Crores. The profit for
the year attributable to the owners of the Company was
Rs. 1919.47 Crores as compared to Rs. 4248.11 Crores in
FY 2024-25.

The Management is very positive and looking forward for
better performance in future. The Company remains confident
of a sound growth trajectory in FY 2027. Detailed information
on the operations of the Company and details on the state
of affairs of the Company are covered in the Management
Discussion and Analysis Report

The standalone and consolidated financial statements, along
with the relevant documents and audited financial statements
for each subsidiary, as required under Section 136 of the Act,

INFORMATION ON THE STATE OF AFFAIRS OF
THE COMPANY

Authum Investment & Infrastructure Limited began its
journey in 1982. The Company is listed on the National Stock
Exchange of India Limited (listed since April 23, 2024) and BSE
Ltd. As a registered Non-Banking Financial Company (NBFC),
it has evolved from an investment-focused platform into a
diversified financial services platform spanning investments,
credit, alternative assets and asset reconstruction, with a
focus on creating long-term shareholder value.

As part of this evolution, Authum acquired a ~88.37% stake
in India SME Asset Reconstruction Company Limited (ISARC)
in June 2025 for an investment of approximately H313 crore,
making ISARC a subsidiary of the Company. ISARC provides
Authum with an established asset reconstruction platform
focused on the acquisition and resolution of stressed financial
assets across the MSME, corporate and retail segments.

The ARC platform scaled meaningfully during FY26, with
ISARC''s Assets Under Management (AUM) reaching
approximately H693 crore as at March 31, 2026, alongside a
net worth of approximately H353 crore. This provides Authum
with a platform to participate in the growing distressed
asset opportunity and complements its broader credit and
alternative assets strategy.

The details of Companies acquired during the year through
equity investments and incorporation are provided hereunder:

O India SME Asset Reconstruction Company Limited
(ISARC):

ISARC was incorporated on April 11, 2008 as a public
limited company and is registered with RBI as an Asset
Reconstruction Company ("ARC"). SIDBI was the primary
promoter earlier, with the other promoters being Bank of
Baroda, Punjab National Bank, and SIDBI Venture Capital
Limited. Authum Investment & Infrastructure Limited
("Authum" / "Company") a registered NBFC had acquired
a majority stake in ISARC with effect from June 17, 2025
through purchase of shares from erstwhile promoters /
shareholders, as well as infusing fresh capital. As on the
date of this notice Authum holds 88.37 % of its stake
in ISARC, and hence, ISARC is classified as a Subsidiary
of Authum.

O During the year under review, the following Companies
became wholly owned subsidiary companies:

O Billion Dream Sports Private Limited with effect from
July 31, 2025

O Primetek Pens Private Limited (formerly known as
BIC Cello (India) Private Limited) with effect from
November 22, 2025

O Authum Foundation with effect from December
05, 2025

Further the Company has acquired 35.09% of voting rights of
Rivaara Labs Private Limited on October 30, 2025, making it
an associate of the Company.

Apart from above, M/s. Open Elite Developers Limited and
M/s. Authum Asset Management Company Private Limited
continues to be the Wholly Owned Subsidiary of the Company
as at March 31, 2026.

APPROPRIATIONS

Under section 45-IC(1) of Reserve Bank of India (''RBI'')
Act, 1934, non-banking financial companies (''NBFCs'') are
required to transfer a sum not less than 20% of its net profit
every year to reserve fund before declaration of any dividend,
if any. Accordingly, the Company has transferred a sum of
Rs. 383.89/- Crores to its reserve fund. Further, the Board
of your Company has decided not to transfer any amount to
the General Reserve for the year under review. An amount
of H1535.58 crore on standalone basis is proposed to be
retained in the Profit and Loss Account of the Company.The
closing balance of the reserves and surplus of the Company
for F.Y. 2025-26, after all appropriation and adjustments was
Rs. 14466.58/- Crores.

CREDIT RATING

During the year under review, the Credit Rating of the
Company was upgraded Crisil A/ Stable from Crisil A-/Stable
on the ''long-term bank loan facilities.

O CHANGE IN SHARE CAPITAL

O Equity

During the Financial year under review, your company
has issued and allotted 67,93,80,400 (Sixty-Seven
Crore Ninety-Three Lakh Eighty Thousand Four
Hundred) fully paid-up Bonus Equity Shares of face
value Rs. 1/- each in the proportion of 4:1 i.e. 4 (Four)
new fully paid-up Equity Share of Re. 1/- (Rupee One
Only) each for every 1 (One) existing fully paid-up
Equity Share of Re. 1/- (Rupees One Only) each on
January 14, 2026 to those eligible Shareholders of
the Company.

Accordingly, the equity paid-up capital of the Company
as on March 31, 2026 stood at 84,92,25,500 equity
shares of face value Rs. 1/- each.

As on March 31, 2026, 100% of the total
paid-up capital of the Company stands in the
dematerialized form.

Further, the Company has not issued any equity
share capital during the year under review and has
also not issued any shares with differential voting
rights, nor granted any stock options or sweat equity.
The Company has neither issued any convertible
instruments during the year nor has any outstanding
convertible instruments as on 31^st March 2026.

O Non-Cumulative Non-Convertible Redeemable
Preference Shares (“NCPRS“)

During the financial year under review your company
had approved issue of up to 2,45,00,000 (Two Crores
Forty-Five Lakhs) Non-Cumulative Non-Convertible
Redeemable Preference Shares ("NCRPS") of face
value of Rs. 10/- (Rupees Ten Only) each fully paid-
up at a price of Rs. 1000/- (Rupees One Thousand
Only) including premium of Rs. 990/- (Rupees Nine
Hundred and Ninety Only)vide special resolution
passed through postal ballot on November 17,
2025 to be issued on private placement basis to the
promoter - Mentor Capital Limited.

As on March 31, 2026, the total outstanding Non¬
Convertible Redeemable Preference Shares (RPS)
issued and allotted on private placement basis
stood at Rs. 2.57 Crores divided into 2,57,28,000
Preference Shares of Face Value Rs. 10/- each
consisting of 52,28 000 (RPS) of 7% and 2,05,00,000
(RPS) of 0.01%.

STATEMENT OF DEVIATION AND VARIATION:

During the year under review, the Company issued 2,05,00,000
(Two Crores Five Lakh) Non-Cumulative Non-Convertible
Redeemable Preference Shares (NCPRS) of face value Rs. 10
each at an issue price of Rs. 1000 per equity share (including
premium of Rs. 990 per equity share) aggregating Rs.2050
Crores (Rupees) on private placement basis. Pursuant to
Regulation 32 of the Listing Regulations, it is hereby confirmed
that there have been no deviations or variations in the use
of proceeds from the preferential issue as compared to the
objects stated in the offer document.

EMPLOYEE STOCK OPTION SCHEME (ESOP):

The Company had vide special resolution passed through
postal ballot on December 12, 2025, had approved ''Authum
Investment & Infrastructure Limited Employee Stock Option
Scheme 2025'' ("Scheme 2025”), approving 5,00,000 (Five
Lakh) ESOPs to the eligible employees of the Company and
its Subsidiary (ies). The total number of ESOP''s granted were
increased to 25,00,000 on account of issue of bonus shares by
the members of the Company vide special resolution passed
through postal ballot on December 31, 2025.in the ratio of
(4:1) 4 shares for every 1 share held.

The ESOP Scheme is in compliance with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
("SBSE Regulations") and are administered by the Nomination
and Remuneration Committee of the Board constituted by
the Company pursuant to the provision of Section 178 of the
Companies Act, 2013. No option have been granted by the
Company during the reporting period and no other scheme
exists with the Company other than the scheme approved by
the members in the year 2025.

The disclosures required to be made under the Act and SBSE
Regulations are available on the website of the Company

athttps://www.authum.com/investor.php (under Events
Section). The certificate from the Secretarial Auditors,
confirming compliance with the aforesaid provisions has been
appended as Annexure I to the Board''s Report.

PUBLIC DEPOSITS

The Company being a non-deposit taking Non-Banking
Financial Company ("NBFC”), and has not accepted any
deposits from the public during the year under review nor had
any public deposits at the beginning of the year.

SUBSIDIARY & ASSOCIATE COMPANIES

As at March 31, 2026 the Company had 5 wholly owned
subsidiaries, 1 subsidiary and 1 associate company , the details
of which are provided as below:

Wholly owned subsidiary:

¦ Open Elite Developers Limited (formerly known as
Reliance Commercial Finance Limited) (OEDL). OEDL
is a wholly owned subsidiary of the Company. During
the previous year, gross earnings of the Company was
Rs. 16.19 crores as compared to Rs. 13.02 crores in the
year 2024-25. NPAT during the previous year, was Rs.
(5.86) crores as compared to Rs. (6.71) crores in year
2024-25.

¦ Authum Asset Management Company Private Limited
(AAMCPL): AAMCPL is also a wholly owned subsidiary
(WOS) of the Company incorporated on January 11,
2024 with an object to carrying out the business as Asset
Management Company (AUM) interalia including the
business of acting as Manager, advisers, administrators,
attorneys, agents, consultants, representatives or
nominees of or for any mutual funds, unit trusts, venture
capital funds, investment trust or any other portfolio of
securities, properties or assets of any kind, including any
pension, provident fund or superannuation fund set up,
formed or established in India or in any other country by
the Company or by any other person, or by government,
state, local, authority, association, institute (whether
incorporated or not) or any other agency or organization.

The income of the Company for FY 2025-26 stood at
Rs. 54,005/- as against Nil FY 2024-25 and profit for the
period was accounted at Rs. 17,315/- as compared to Rs.
(17,700)/-.

Billion Dream Sports Private Limited (BDSPL): BDSPL
is also a wholly owned subsidiary (WOS) of the Company
incorporated on July 31, 2025 with an object of carrying
on the business of promoting, managing, organizing, and
conducting sports and related promotional activities
and such other related activities. The total income of the
Company for FY 2025-26 stood at Rs. (4.17) Crores/- and
profit for the period was accounted at Rs.(15.00) Crores/-.

Primetek Pens Private Limited (formerly known as
BIC Cello (India) Private Limited): Primetek became a
wholly owned subsidiary of the Company with effect from

November 22, 2025 post acquisition of 100 % shares from
the erstwhile shareholders of Primetek vide agreement
entered into by the Company with Primetek. This WOS is
engaged in the business of manufacturing and distribution
of Writing Instruments and Other Stationeries. The
total income of the Company for FY 2025-26 stood at
Rs. 415.49 Crores/-as compared to Rs. 384. 36 Crores
for the FY 2024-25 and profit for FY 2025-26 stood at
Rs. 107.04 Crores as compared to Rs. (112.85) Crores for
the FY 2024-25.

Authum Foundation is a Section 8 Company incorporated
as a wholly owned subsidiary of the Company on
December 05, 2025 with an object of carrying out
Corporate Social Responsibility (CSR) comprehensive
social welfare initiatives addressing poverty alleviation,
hunger and malnutrition, healthcare including preventive
health care, livelihood generation, women empowerment,
child welfare, senior citizen care and all the activities
as provided under Schedule VII of the Companies Act,
2013. Pursuant to the incorporated objects, the Company
has been carrying out CSR functions of the Company
after obtaining the CSR Registration Certificate. For
FY 2025-26 total income stood at Rs. 27.05 Crores and
Profit after tax stood at Rs, 11.05 Crore.

Subsidiary Company

India SME Asset Reconstruction Company Limited (ISARC):

ISARC was incorporated on April 11, 2008 as a public limited
company and is registered with RBI as an Asset Reconstruction
Company ("ARC"). SIDBI was the primary promoter earlier,
with the other promoters being Bank of Baroda, Punjab
National Bank, and SIDBI Venture Capital Limited. Authum
Investment & Infrastructure Limited ("Authum" / "Company")
a registered NBFC had acquired a majority stake in ISARC
with effect from June 17, 2025 through purchase of shares
from erstwhile promoters / shareholders, as well as infusing
fresh capital.

As at present , Authum holds 88.37 % of its stake in ISARC,
and hence, ISARC is classified as a Subsidiary of Authum.
ISARC is an ARC registered with the RBI under Section 3 of
the Securitisation and Reconstruction of Financial Assets and
Enforcement of Security Interest Act, 2002, and engaged in
the business of inter alia securitization / asset reconstruction
as per the Securitisation and Reconstruction of Financial
Assets and Enforcement of Security Interest Act, 2002 and
focusses mainly on restoring idle NPA''s through innovative
resolution mechanism.

Standalone:

The total income of the Company for FY 2025-26 stood at
Rs. 17.43 Crores/-as compared to Rs. 31.50 Crores for the
FY 2024-25 and net profit for FY 2025-26 stood at Rs. 12.15
crores as compared to Rs. 19.79 Crores for the FY 2024-25.

Consolidated:

The total income of the Company for FY 2025-26 stood at
Rs. 14.53 Crores/- and net profit at Rs. 10.48 crores.

Associates

Rivaara labs Private Limited became an associate of the
Company with effect from October 30, 2025 on account of
acquisition of equity shares from the existing shareholders of
the Company. Rivaara Labs Private Limited was incorporated
on 18^th October 2019 and is engaged in the business of
Establishing and operating diagnostic service centres
including pathology, imaging, PCR testing and genomic
sequencing, distribution, marketing, manufacturing point
of care diagnostic kits and equipment based on molecular
biology in India and such other allied activities. During the year
2025-26, the Company earned revenue of Rs. 18.83 crores as
compared to Rs. 25.52 crores for FY 2024-25 and net loss for
FY 2025-26 stood as Rs. 17.68 crores compared to Rs. 23.08
crores for FY 2024-25 on consolidated basis.

Pursuant to the provisions of Section 136 of the Act, the
financial statements of the Company, consolidated financial
statements along with relevant documents and separate
audited accounts in respect of subsidiaries and associate,
are available on the website of the Company athttps://www.
authum.com/ investor.php

Pursuant to provisions of Section 129(3) of the Act, a statement
containing salient features of the financial statements of the
Company''s subsidiaries in Form AOC-1 is attached to the
financial statements of the Company as "Annexure II".

The statement also provides the details of performance and
financial position of the Subsidiary and Associate Companies.

As per Section 136(1), copies of the aforesaid documents will
be available for inspection electronically. Members seeking
to inspect such documents can send an email to secretarial
authum.com

MATERIAL SUBSIDIARIES

The Company has adopted a Policy for determining Material
Subsidiaries in terms of Regulation 16(1)(c) and 46 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations”). The Policy, as
approved by the Board, is uploaded on the Company''s website:
https://www.authum.com/policies.php

For Financial year 2025-26 no subsidiaries were identified as
material. Though there were no material subsidiaries, the Audit
Committee of the Company reviews the investment register of
the unlisted subsidiaries of the Company. The minutes of the
meetings of the board of directors of the unlisted subsidiaries
are also placed at the meeting of the board of directors of
the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the
Act and as per Regulation 33 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Consolidated Financial Statements forms part of this Annual
Report and shall also be laid before the ensuing AGM of the
Company. The Consolidated Financial Statements have been
prepared in accordance with the applicable Indian Accounting

Standards (IND AS) under Section 133 of the Act. The
consolidated financial results reflect the operations of the
said subsidiaries. Further in accordance with the third proviso
to Section 136(1) of the Act, the Financial Statements of the
Company (Standalone and the Consolidated) are available on
the Company''s website at the web-link:https://www.authum.
com/investor.php (Under Financials of Subsidiary).

COST RECORDS

The Company is not required to maintain cost records as per
the provisions of Section 148 (1) of the Companies Act, 2013
("the Act").

PARTICULARS OF LOANS GRANTED,
GUARANTEE PROVIDED AND INVESTMENTS
MADE PURSUANT TO THE PROVISIONS OF
SECTION 186 OF THE COMPANIES ACT, 2013

The Company, being an NBFC registered with the RBI and
engaged in the business of giving loans in ordinary course of
its business, is exempt from complying with the provisions of
section 186 of the Act except sub-section (1) with respect to
loans, guarantees and investments. Accordingly, the Company
is exempted from complying with the requirements to disclose
in the financial statement the full particulars of the loans given,
investment made or guarantee given or security provided.

EXTRACT OF ANNUAL RETURN

In compliance with Section 134(3)(a) and 92(3) of the Act, the
Annual Return of the Company for the financial year 2025-26

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act 2013,
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (the ''Listing
Regulations''), Directions and Notifications issued by Reserve
Bank of India (RBI), your Company has formulated a Policy on
Related Party Transactions which is available on Company''s
website athttps://www.authum.com/policies.php. This
Policy deals with the review and approval of related party
transactions. The Board of Directors of the Company has
approved the criteria for giving the omnibus approval by the
Audit Committee within the overall framework of the Policy
on Related Party Transactions.

Pursuant to Regulation 23 of the Listing Regulations, all related
party transactions were placed before the Audit Committee
on a quarterly basis for their review and approval. An
omnibus approval of the audit committee had been obtained
for the related party transactions which were repetitive in
nature. Further, as per applicable provisions of the SEBI
Listing Regulations, necessary approvals of the Members
of the Company are also sought for the material-related
party transactions proposed to be entered with the related
parties. Further, the company has not entered any contract
or arrangement or transaction with the related parties which
were not on an arm''s length basis or could be considered
material in accordance with the policy of the company on
Related Party Transactions Policy

The Audit Committee annually or as and when required,
reviews this Policy to ensure its effectiveness.

The particulars of material contracts or arrangements with
related parties which fall within the purview of Section 188(1)
of the Act, are mentioned in Form AOC - 2 appended to this
Report as Annexure III. The Directors draw the attention of
the Members to Notes 49 to the Financial Statements, which
comprehensively sets forth the related party disclosures

DIVIDEND DISTRIBUTION POLICY

Pursuant to the provisions of regulation 43A of the Listing
Regulations, the Company had formulated a dividend
distribution policy, which sets out the parameters and
circumstances to be considered by the Board in determining
the distribution of dividend to its shareholders and/or
retaining profit earned. The policy is annexed to this report
as Annexure IV and is also available on the website of the
Company athttps://www.authum.com/policies.php

MEETINGS OF THE BOARD

During the year under review, 08 (Eight) Board Meetings were
held. The maximum interval between two meetings did not
exceed 120 days, as prescribed under the Act and SEBI Listing
Regulations. The details of the composition of the Board and
its Committees and of the Meetings held and attendance of
the Directors at such Meetings, are provided in the Corporate
Governance Report. There have not been any instances during
the year when recommendations of the Audit Committee
were not accepted by the Board.

COMMITTEES OF THE BOARD

During the year under review, the Board had twelve
Committees viz. Audit Committee, Nomination &
Remuneration Committee, Corporate Social Responsibility
Committee, Stakeholders Relationship Committee,
Investment Committee, Risk Management Committee, IT
Strategy & Steering Committee, Fund Raising Committee,
Asset Liability Management Committee, Executive Committee
of the Board, Review Committee and Committee of Executives.
Of the above, a detailed overview of the composition, terms
of reference, meetings held and attendance of members in
respect of mandatory committees under the Companies Act,
2013, SEBI LODR Reg. 2015 and under RBI / NBFC regulations
forms part of the Corporate Governance Report.

UNPAID/ UNCLAIMED DIVIDEND AND
TRANSFER OF SHARES TO IEPF

Kindly refer section on Corporate Governance, under head
''Unclaimed and Unpaid Dividends'' and transfer to Shares
of IEPF'' for the amounts of unclaimed and unpaid dividends
lying with the Company. Members who have not yet received/
claimed their dividend entitlements are requested to contact
the Company or the Registrar and Transfer Agent of the
Company. Members who have not yet received/claimed their
dividend entitlements are requested to contact the Company
or the Registrar and Transfer Agent of the Company. Pursuant

to the provisions of Section 124 of the Companies Act, Investor
Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 read with the relevant
circulars and amendments thereto, the amount of dividend
remaining unpaid or unclaimed for a period of seven years
from the due date is transferred to the Investor Education
and Protection Fund ("IEPF"). The equity shares in respect of
which dividend have remained unpaid/unclaimed for a period
of seven consecutive years is also transferred by the Company
to the designated Demat Account of the IEPF Authority. For
previous year there were no dividend that were unpaid for
seven years and thus there was no requirement of transferring
shares / dividend to IEPF.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

As on March 31, 2026, the Board of the Company comprised
nine (9) Directors, of which, six (6) are Independent Directors
including one (1) Woman Independent Director, two (2)
Whole Time Director and one (1) Whole Time Director and
Chief Executive Officer (CEO). For complete list of Directors
of the Company, please refer to the Report on Corporate
Governance, forming part of this Annual Report.

Appointment and Cessation

During the year under review, the following changes have
taken place in the composition of Board of Directors and Key
Managerial Personnels (''KMP''):

A. Board of Directors:

¦ The term of Mrs. Bhaviika Jain (DIN: 08738884)
as the Independent Director of the Company got
completed on May 29, 2025 and accordingly she
ceased to be Director of the Company with effect
from May 29, 2025.

¦ Mr. Rajeev RA (DIN: 03125952) was appointed
as the Independent Director of the Company by
the Board of Directors w.e.f. October 07, 2025
for a first term of up to five years with effect from
October 07, 2025 till October 06, 2030, by the Board
based on recommendation of the Nomination and
Remuneration Committee ("NRC") of the Company.
Further, the said appointment was approved by the
Members by way of a special resolution passed at the
vide postal ballot on November 17, 2025.

¦ Mrs. Alpana Dangi (DIN: 01506529) resigned
from the position of Non-Executive Director of the
Company w.e.f. close of business hours of October
16, 2025. The Board records its deepest appreciation
for contribution by Mrs. Alpana Dangi in guiding and
supporting the management during her tenure as
Non-Executive Director of the Company over the last
so many years.

All the directors of the Company have confirmed
that they are not disqualified from being appointed
as directors in terms of section 164 & 165 of the

Companies Act, 2013. The Company has obtained a
certificate from M/s. Mayank Arora & Co., Company
Secretaries, confirming that none of the directors
on the Board of the Company has been debarred
or disqualified from being appointed or continuing
as directors of companies by the Securities and
Exchange Board of India/ Ministry of Corporate
Affairs ("MCA") or any such statutory authorities as
on March 31, 2026. A copy of the said certificate is
forming part of the Report on Corporate Governance,
which forms part of this Report.

Retire by Rotation

Section 152 of the Act provides that unless the Articles of
Association provide for retirement of all directors at every
AGM, not less than two-third of the total number of directors of
a public company (excluding the Independent Directors) shall
be persons whose period of office is liable to determination
by retirement of directors by rotation, of which one-third are
liable to retire by rotation Accordingly, Mr. Divy Dangi (DIN:
08323807) will retire by rotation at the ensuing AGM and
being eligible, has offered himself for re appointment.

Re-appointment of Independent Directors:

The first term of Mr. Rahul Bagaria (DIN: 06611268)
and Mr. Haridas Bhat (DIN: 09691308) as Independent
Directors will end on July 31, 2027 and thus based on the
recommendation of the NRC, the Board at its meeting held on
August 25, 2026 has approved their re-appointment. The said
appointments shall be subject to approval of the Members of
the Company at the ensuing AGM and accordingly forms part
of the Notice of the ensuing AGM.

Each of these Directors being eligible have provided their
consent to be re-appointed as Independent Directors of the
Company for a second term. Basis the performance evaluation
report, skill sets, experience and substantial contribution made
by them during their first term, the Board is of the opinion
that the aforesaid Directors holds high standards of integrity,
expertise and experience. As none of the above Independent
Directors will exceed age beyond 75 years, approval under
Reg. 17(1) (A) of the SEBI (LODR) Reg. 2015 is not required.

B. Key Managerial Personnel:

During the year under review, below changes took place
in the position of KMP:

¦ Ms. Avni Shah resigned from the position of Company
Secretary and Compliance Officer of the Company
w.e.f. July 14, 2025.

¦ Ms. Dipyanti Jaiswar was appointed as the Company
Secretary and Compliance Officer of the Company
w.e.f. July 15, 2025.

As at March 31, 2026, the following persons are the Key
Managerial Personnel (the "KMPs") of the Company in
accordance with the provisions of Sections 2(51) and 203
of the Act read with the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 :

¦ Mr. Amit Dangi - Whole Time Director

¦ Mr. Divy Dangi- Whole Time Director

¦ Mr. Akash Suri - Whole Time Director & CEO

¦ *Mr. Amit Kumar Jha - Chief Financial Officer

¦ Mrs. Dipyanti Jaiswar - Company Secretary &
Compliance Officer

*Mr. Amit Kumar Jha had resigned w.e.f. close of business hours

of June 01, 2026.

FIT AND PROPER CRITERIA & CODE
OFCONDUCT

All the Directors meet the fit and proper criteria stipulated
by RBI. All the Directors and Senior Management of the
Company have affirmed compliance with the Code of Conduct
of the Company.

DECLARATION FROM THE INDEPENDENT
DIRECTORS

The Independent Directors have submitted a declaration
of independence, stating that they meet the criteria of
independence provided under section 149(7) of the Act read
and Regulation 25(8) of the SEBI Listing Regulations, stating
that they meet the criteria of independence as provided in
Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI
Listing Regulations, and they are not aware of any circumstance
or situation, which exist or may be reasonably anticipated,
that could impair or impact his/her ability to discharge his/
her duties with an objective independent judgment and
without any external influence.The Independent Directors
have 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 terms and conditions of appointment of Independent
Directors are available on the website of the Company at
https://www.authum.com/policies.php. The Board is of the
opinion that the Independent Directors of the Company
possess requisite qualifications, experience, expertise
(including proficiency, as applicable) and hold highest standards
of integrity. There has been no change in the circumstances
affecting their status as independent directors of the
Company. During the financial year 2025-26, the independent
directors had no pecuniary relationships or transactions with
the Company, except as disclosed in the Report on Corporate
Governance which forms part of this Report.

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
Listing Regulations.

SEPARATE MEETING OF INDEPENDENT
DIRECTORS

The Independent Directors of the Company met on May
12, 2025 in terms of Section 149(8) and Schedule - IV of
Companies Act, 2013 and regulation 25(3) & (4) of Listing
Regulations, without the attendance of Non-Independent
Directors and members of management.

FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS (IDs)

In terms of Regulation 25(7) of the Listing Regulations and the
Companies Act, 2013, the Company is required to conduct the
Familiarization Programme for Independent Directors (IDs)
to familiarize them about their roles, rights, responsibilities
in the Company, nature of the industry in which the Company
operates, business model of the Company, etc., through
various initiatives. Directors are made aware of the significant
news developments and highlights from various regulatory
authorities viz. Reserve Bank of India (RBI), Securities and
Exchange Board of India (SEBI), Ministry of Corporate Affairs
(MCA), etc.

The Directors are regularly apprised about their roles, rights
and responsibilities in the Company from time to time as per
the requirements of the Listing Regulations, with the Stock
Exchanges and Companies Act, 2013 read together with
the Rules and Schedules thereunder. The policy and details
of familiarization programme imparted to the Independent
Directors of the Company is available athttps://www.authum.
com/policies.php

DISCLOSURE ON NOMINATION AND
REMUNERATION COMMITTEE AND
NOMINATION AND REMUNERATION POLICY

Section 178 of the Act and Regulation 19 read with Part
D of Schedule II of the SEBI Listing Regulations, requires
the Nomination and Remuneration Committee ("NRC")
to formulate a policy relating to the remuneration of the
Directors, SMP/KMPs and other employees of the Company
and recommend the same for approval of the Board. Further
as per requirements of Reserve Bank of India (Non-Banking
Financial Companies - Governance) Directions, 2025, the
Company is required to put in place a Board approved
compensation policy. Further, Section 134 of the Act,
stipulates that the Board''s Report is required to include a
statement on the Company''s policy on Directors'' appointment
and remuneration including criteria for determining
qualifications, positive attributes, independence of director
and remuneration for KMPs and other employees ("the
Policy"). In view of the aforesaid, the Board has, based on the
recommendation of the NRC of the Company, approved the
Policy which is available on the website of the Company at
https://www.authum.com/policies.php

The Nomination and Remuneration Committee as on March
31, 2026, was comprised of the following members:

Mr. Rahul Bagaria - Chairman and Non-Executive Independent
Director, Haridas Bhat - Non-Executive Independent Director
and Mrs. Asha Agarwal - Non-Executive Independent Director
as members of the Committee. The details with respect to the
attendance and meetings of the NRC Committee has been
provided in the Corporate Governance Report.

On account of resignation of Ms. Alpana Dangi, the committee
was reconstituted with Mrs. Asha Agarwal as the member of
the committee with other member and chairman being the
same persons.

PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134(3), 149(8) and
Schedule IV of the Companies Act, 2013 read with SEBI
Listing Regulations, Annual Performance Evaluation of the
Board, the Directors as well as Committees of the Board
has been carried out. The performance evaluation of all the
Directors and the Board as a whole was conducted based on
the criteria and framework adopted by the Board, details of
which are provided in the Corporate Governance Report. The
properly defined and systematically structured questionnaire
was prepared after having considered various aspects and
benchmarks of the Board''s functioning, composition of the
Board and its Committees, performance of specific duties,
obligations and governance. The evaluation process focused
on various aspects of the Board and Committees'' functioning
including their composition, experience, competencies,
performance of specific duties, obligations, governance issues,
attendance and contribution of individual directors and
exercise of independent judgement.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, and the reviews performed by Management and the
relevant Board Committees, including the Audit Committee,
the Board is of the opinion that the Company''s internal
financial controls were adequate and effective during the
financial year 2025-26.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the
Companies Act, 2013, the Board of Directors, to the best of
their knowledge and ability, confirm that:

1. in the preparation of the annual accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures, if any;

2. appropriate accounting policies have been selected and
applied consistently and judgments and estimates made
are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of
the financial year and of the profit of the Company for the
year under review;

3. the Directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act have been taken for safeguarding the assets of the

Company and for preventing and detecting fraud and
other irregularities;

4. the Annual Accounts for the year ended March 31, 2026,
has been prepared on a going concern basis.

5. They have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and are operating effectively;

They have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.

INTERNAL CONTROL SYSTEM AND
ITS ADEQUACY

The Company has in place adequate and effective internal
financial controls with reference to the Financial Statements
commensurate with the size, scale and complexity of its
operations. The Board has adopted accounting policies
which are in accordance with Section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules,
2015. The internal financial control system of the Company
is supplemented with internal audits, regular reviews by
the management and checks by external auditors. These
mechanisms provide reasonable assurance in respect
of financial and operational information, compliance
with applicable statutes, safeguarding of assets of the
Company, prevention and detection of frauds, accuracy and
completeness of accounting records and adherence to the
Company''s policies.

The Internal Audit team reviews the efficiency and
effectiveness of these systems and procedures. The Head of
Internal Auditor submits the Report which is placed before
the Audit Committee. The audit committee actively reviews
the adequacy and effectiveness of the internal control
systems and is regularly updated on the internal audit findings
and corrective actions. Additionally, the Statutory Auditors
of the Company have also provided confirmation that the
internal financial controls framework is operating effectively.
During the financial year, no material or serious observations
have been highlighted for inefficiency or inadequacy of
such controls.

A combination of these systems enables your Company
to maintain a robust design of controls and its operating
effectiveness is ensured through periodical internal checks
and audit.

CORPORATE SOCIAL RESPONSIBILITY (CSR)
POLICY AND ITS REPORT

The Company recognizes the responsibilities towards society
and strongly intends to contribute towards development of
knowledge-based economy.

In accordance with the requirements of the provisions of
Section 135 of the Act, the Company has constituted a
Corporate Social Responsibility ("CSR") Committee. The
composition and terms of reference of the CSR Committee is

provided in the Corporate Governance Report forming part of
this Annual Report. The scope of functions of the Committee
includes, inter alia, the formulation and recommendation to
the Board for its approval and implementation, the Corporate
Social Responsibility ("CSR") Policy(ies) of the Company,
undertake periodical assessment of the Company''s CSR
performance, review the draft CSR Report and recommend
the same to the Board for its approval and inclusion in the
Annual Report of the Company. The role of this Committee also
includes recommendation of the amount of expenditure to be
incurred on the CSR activities as enumerated in Schedule VII of
the Act and also referred to in the CSR Policy of the Company,
as also to monitor the CSR Policy from time to time, etc.

The Company has also formulated a CSR Policy which is
available on the website of the Company athttps://www.
authum.com/policies.php

The CSR obligation of the Company for Financial Year 2025-26
was Rs. 35.40 crore and the same was spent during the year.
The Whole Time Director, in absence of CFO has certified
that the funds disbursed basis the annual action plan for the
financial year 2025-26 have been utilized for the purpose and
in the manner as approved by the Board.

As per section 135 of the Act read with Companies (Corporate
Social Responsibility) Rules, 2014, as amended, the Company
is required to transfer any unspent amount, pursuant to any
ongoing project undertaken by the Company in pursuance
of its Corporate Social Responsibility Policy, within a period
of thirty days from the end of the financial year to a special
account opened by the Company in that behalf for that
financial year in any scheduled bank called Unspent Corporate
Social Responsibility Account. The Company did not have any
unspent amount to be transferred to the said account.

The Annual Report on the CSR activities undertaken by your
Company during the year under review, as prescribed in the
Companies (Corporate Social Responsibility Policy) Rules,
2014, as amended, is set out in Annexure V of this Report.

PARTICULARS OF EMPLOYEES, KEY
MANAGERIAL PERSONNEL AND RELATED
DISCLOSURES

In accordance with 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,
a statement containing the disclosures pertaining to
remuneration and other details as required under the Act and
the above Rules are provided in the Annual Report.

The disclosures as specified under Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are appended to this Report as Annexure VI.

Statement containing the particulars of top ten employees
and the employees drawing remuneration in excess of
limits prescribed under Section 197(12) of the Act read
with Rule 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is an

annexure forming part of this Report. In terms of the proviso to
Section 136(1) of the Act, the Report and Accounts are being
sent to the Members excluding the aforesaid annexure. The
said statement is available for inspection with the Company.
Any Member interested in obtaining a copy of the same may
write to the Company Secretary at [email protected].

The Board of Directors affirms that the remuneration paid
to the employees of the Company is as per the policy on
Directors'' appointment and remuneration/ compensation for
Directors, Senior Management Personnel, Key Managerial
Personnel and other employees and is in accordance with the
requirements of the Act and SEBI Listing Regulations and none
of the employees listed in the said Annexure are related to any
Directors of the Company.

JOINT STATUTORY AUDITORS AND THEIR
REPORT

In accordance with Sections 139, 142 and other applicable
provisions, if any, of the Companies Act, 2013 ("the Act") read
with applicable rules made thereunder and in accordance
with the Circular No. RBI/2021-22/25-Ref. No.DoS.CO.ARG/
SEC.01/08.91.001/2021-22 dated April 27, 2021 issued
by The Reserve Bank of India, inter-alia, on Guidelines for
appointment of Statutory Auditors of NBFCs, M/s. Maharaj
N R Suresh and Co LLP, Chartered Accountants (Firm Reg.
No. 001931S / S000020) and M/s. APAS Co LLP, Chartered
Accountants (FRN: 000340C/C400308) were appointed as the
Joint Statutory Auditors of the Company from the conclusion
of the 42^nd Annual General Meeting until the conclusion of the
45^th Annual General Meeting to be held in the year 2027.

Further they have confirmed that they are not disqualified
from continuing as Auditors of the Company. The Audit Report
of M/s. Maharaj N R Suresh and Co LLP, Chartered Accountants
(Firm Reg. No. 001931S / S000020) and M/s. APAS Co LLP,
Chartered Accountants (FRN: 000340C/C400308) on the
Financial Statements of the Company for the Financial Year
2025-26 is a part of the Annual Report.

The Auditor''s Report both on standalone and consolidated
annual financial statements of the Company for the financial
year ended March 31, 2026, forms part of the Annual
Report. The said reports were issued by the Joint Statutory
Auditors with an unmodified opinion and does not contain
any qualifications, reservations or adverse remarks. During
the year under review, the Auditors have not reported any
incidents of fraud to the audit committee under Section
143(12) of the Act. The notes to the accounts referred to in
the Auditor''s Report are self-explanatory and therefore do not
call for any further explanation and comments.

DETAILS OF FRAUDS REPORTED BY AUDITORS
UNDER SUB-SECTION (12) OF SECTION 143
OF THE COMPANIES ACT 2013, OTHER THAN
THOSE WHICH ARE REPORTABLE TO THE
CENTRAL GOVERNMENT

During the year under review, the Joint Statutory Auditors and
Secretarial Auditor have not reported any instances of frauds

committed in the Company by its Officers or Employees, to the
Audit Committee under Section 143(12) of the Act details of
which needs to be mentioned in this Report.

SECRETARIAL AUDIT REPORT & AUDITOR

Pursuant to Section 204 of the Act, read with the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Regulation 24 of SEBI (LODR), the Company
has at their 43^rd Annual General Meeting held on September
26, 2025 had appointed M/s. Mayank Arora & Co., Company
Secretaries (Firm Registration Number P2023MH094900
and Peer Review Certificate No. 5923/2024, as the Secretarial
Auditor of the Company for a period of 5 (five) consecutive
financial years i.e.; from FY 2025-26 up to FY 2029-30, to
undertake secretarial audit as required under the Act and SEBI
Listing Regulations and issue the necessary secretarial audit
report for the aforesaid period. The secretarial audit report is
annexed as Annexure VII and forms part of this Report.

Pursuant to Regulation 24A of SEBI Listing Regulations,
the Annual Secretarial Compliance Report of the Company
as issued by M/s. Mayank Arora & Co., Practicing Company
Secretary, was submitted to the stock exchanges within the
statutory timelines.

The Secretarial Auditor has confirmed that they have
subjected themselves to Peer Review process by the Institute
of Company Secretaries of India ("ICSI") and hold valid
certificate issued by the Peer Review Board of ICSI.

MAINTENANCE OF COST RECORDS

Your Company is not required to maintain cost records as
specified by the Central Government under sub-section (1)
of Section 148 of the Companies Act, 2013 and accordingly
such accounts and records have not been maintained by
the Company.

SECRETARIAL STANDARDS OF ICSI

The Company has complied with the requirements prescribed
under the Secretarial Standards on meetings of the Board of
Directors (SS-1) and General Meetings (SS-2) issued by the
Institute of Company Secretaries of India and as notified by
the MCA.

INTERNAL AUDITOR AND THEIR REPORT

The Board has appointed Mr. Varun Suthar as the Head of
Internal Audit of the Company and Mrs. Purvi Sanghavi as the
Internal Auditor to conduct Internal Audit of the Company in
accordance with Companies Act, 2013 and RBI guidelines.

An Audit plan was rolled out after approval of the Audit
Committee. Pursuant to Risk Based Internal Audit Framework,
internal audit is aligned in such a manner that assurance is
provided to the Audit Committee and Board of Directors
on quality and effectiveness of the internal controls and
governance related systems and processes. Report on Internal
Audit was placed before the Audit Committee, and the Board
of Directors and no adverse remarks were observed in
the report.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT (MDAR)

The Management Discussion and Analysis Report for the year
under review, as stipulated under Regulation 34(2)(f) and
other applicable regulation read with Schedule V of Listing
Regulations is presented in a separate section and forms part
of the Annual Report.

CORPORATE GOVERNANCE REPORT AND ITS
COMPLIANCE CERTIFICATE

The report on Corporate Governance for the year under
review, is forming a part of the Board''s Report and the same
is prepared in accordance with SEBI Listing Regulations and
other applicable regulations, if any. The certificate from the
Secretarial Auditor of the Company confirming compliance
with the conditions of corporate governance is appended to
the Corporate Governance Report.

BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT (BRSR’)

The Company has prepared the BRSR in accordance with the
framework prescribed by SEBI, which is based on the National
Guidelines on Responsible Business Conduct. Pursuant
to Regulation 34(2) f) of the SEBI (Listing Regulations and
Diclosure Requirements) Regulations, 2015, read with the
applicable SEBI circulars and Industry Standards, assessment
or assurance of BRSR Core disclosures is applicable to the
top 500 listed Companies for FY 2025-26. Accordingly, the
Company has obtained an independent third- party limited
assessment of its BRSR Core disclosures for FY 2025-26.

The Independent Limited Assessment Report issued by the
assessment provider is annexed to and forms party of this
BRSR Report.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy in
accordance with the provisions of the Act, Regulation 21
of the SEBI Listing Regulations and RBI regulations. The
details are covered as part of the Corporate Governance
Report. The Company has a risk management framework
and Board members are informed about risk assessment and
minimization procedures and periodical review to ensure
management controls risk by means of a properly designed
framework. The Risk Management committee facilitates the
execution of Risk Management Practices in the Company,
in the areas of risk identification, assessment, monitoring,
mitigation and reporting.

The Risk Management Committee as on March 31, 2026
comprised with: Mr. Ajai Kumar - Chairman and Non-Executive
Independent Director, Amit Dangi - Whole-Time Director,
Mr. Divy Dangi - Whole-Time Director, Mr. Haridas Bhat -
Non-Executive Independent Director, Mr. Akash Suri - Whole
Time Director and Chief Executive Officer and Mr. Deepak
Dhingra - Chief Risk Officer as members of the Committee.

WHISTLE BLOWER/VIGIL MECHANISM

The Company has formulated a codified Vigil Mechanism
Policy incorporating the provisions relating to Vigil Mechanism
in terms of Section 177 of the Companies Act, 2013 and
Regulation 22 of the Listing Regulations, in order to encourage
Directors and Employees of the Company to escalate to the
level of the Audit Committee any issue of concerns impacting
and compromising with the interest of the Company and its
stakeholders in anyway. The Company''s vigil mechanism /
whistleblower policy aims to provide the appropriate platform
and protection for whistle blowers to report instances of any
actual or suspected incidents of unethical practices, violation
of applicable laws and regulations including the integrity code,
code of conduct for prevention of insider trading, code of fair
practices and disclosure. The Vigil Mechanism Framework
provides for adequate safeguards against victimization of the
persons who use such mechanism and make provisions for
direct access to chairman of AC.

All employees and directors have access to the chairperson of
the audit committee. The Audit Committee''s oversight ensures
that the framework is accessible to all stakeholders and that it
aligns with best practices. Necessary details pertaining to the
framework are disclosed in the Corporate Governance Report.
The said Policy is available on the Company''s websitehttps://
www.authum.com/policies.php

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

(A) Conservation of Energy and Technology
Absorption:

The need for adoption of clean technology, improving
end-use efficiency and diversifying energy bases, etc.
have all been seriously considered by the Government of
India and the country is poised for a considerable increase
in the use of renewable energy sources in its transition
to a sustainable energy base. Your Company, being a
Non-Banking Finance Company has no activity relating
to Conservation of Energy and Technology Absorption
as stipulated in Rule 8(3) of Companies (Accounts)
Rules, 2014.

(B) Foreign Exchange Earnings & Outgo

During the year under review, the Company did not have
any Foreign Exchange Earnings and no foreign outgo
as well.

CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL
OFFICER CERTIFICATION

A Certificate of the Chief Executive Officer and Chief Financial
Officer of the Company in terms of Regulation 17(8) of the
Listing Regulations is provided as Annexure C to the Corporate
Governance Report .

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

The Company has in place a Policy on Prevention of Sexual
Harassment in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees are
covered under this policy. The Company''s POSH Policy states
for prevention, prohibition and redressal of sexual harassment
and for matters connected or incidental thereto, with the
objective of providing a safe working environment, where
employees feel secure. The details with respect to the Internal
Complaints Committee have been disclosed in the Corporate
Governance Report.

Summary of sexual harassment complaints received / disposed
off / pending during the FY 2025- 26 is as follows:

¦ Number of complaints received in the year: Nil

¦ Number. of complaints disposed off during the year:
Nil and

¦ Number of cases pending for more than ninety days: Nil

COMPLIANCE WITH MATERNITY BENEFIT
ACT, 1961

Your Company demonstrates its commitment to the well-being
of its women employees by complying with the provisions
of the Maternity Benefit Act, 1961 and confirms adherence
to applicable provisions of the Maternity Benefit Act, 1961.
This adherence reflects the company''s core values, including
sensitivity and integrity towards its workforce. The Company
recognises employees as key stakeholders, as outlined in its
"Grievance Redressal Policy for Stakeholders.” The policy
ensures that any employee-related grievances, including
those concerning maternity benefits, are handled through
an established redressal mechanism and emphasizes a fair,
consistent, and rule-abiding process for grievance resolution,
with an escalation matrix available to ensure timely and
effective handling of all complaints.

RBI REGISTRATION AND COMPLIANCES

The Company is registered as a non-deposit accepting
systemically important NBFC with Reserve Bank of India,
bearing reference no. B-13.02327 dated March 13, 2019. .
The Company complies with the Master Directions issued by
Reserve Bank of India and all the applicable laws, regulations,
guidelines, etc. prescribed by RBI from time to time. In
compliance with the requirement of RBI Master Directions
the Company has defined and appointed various control
functions such as Chief Risk Officer, Chief Compliance Officer,

Head of Internal Audit, Chief Information Security Officer &
Chief Information Officer.

During FY 2025-26, there were no frauds committed by the
Company and no material frauds were committed on the
Company by its officers or employees.

CHANGE IN NATURE OF BUSINESS

During the financial year 2025-26, there has been no change in
the nature of the Company''s business.

OTHER DISCLOSURES AND INFORMATION

a) Significant and Material Orders passed by
any Authorities

There are no significant and material orders passed by the
regulators/courts which would impact the going concern
status of the Company and its future operations.

b) Material Changes and Commitments affecting
financial position of the Company between the
end of the financial year 2025-26 and the date of
the report

There were no material changes and commitments
affecting the financial position of the Company which
occurred between the end of the financial year to which
these financial statements relate and the date of the
Board''s Report.

c) Proceedings Under Insolvency and Bankruptcy
Code, 2016

There are no proceedings, either filed by the Company or
against the Company, pending under the Insolvency and
Bankruptcy Code, 2016 as amended, before the National
Company Law Tribunal or other Courts as on March
31, 2026.

d) 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

There are no instances of one-time settlement during the
financial year.

DEPOSITORY SYSTEM

The Company''s Equity Shares are compulsorily tradable in
electronic form. As on March 31, 2026, Company''s 100 % of
total equity paid-up share capital comprising 84,92,25,500
Equity Shares, were in dematerialized form.

APPRECIATION

Your Company has been able to perform better with the
continuous improvement in all functions and areas which
coupled with an efficient utilization of the Company''s resources

led to sustainable and profitable growth of the Organization.
We extend our heartfelt appreciation to all our stakeholders
whose unwavering support has been instrumental in our
journey toward success. We are grateful to our investors
for their confidence and commitment, our partners for their
collaborative spirit, and our suppliers for their reliability and
quality. Your collective efforts, insights, and encouragement
have not only propelled us forward but have also shaped
the foundation of our achievements. Together, we have built
something truly remarkable, and we look forward to continuing
this journey with the same passion and shared purpose. Your
Directors express their deep sense of appreciation and extend
their sincere thanks to every employee and associates for their

dedicated and sustained contribution and they look forward
the continuance of the same in future.

ACKNOWLEDGEMENTS

The Directors would like to place on record their gratitude for
the valuable guidance and support received from the Reserve
Bank of India, the Securities and Exchange Board of India, the
Registrar of Companies, and other government and regulatory
agencies and to convey their appreciation to the Members,
bankers, lenders, vendors and all other business associates
for the continuous support given by them to the Company.
The Directors also place on record their appreciation of
all the employees of the Company for their commitment,
commendable efforts, team work and professionalism.

For and on behalf of the Board of Director
Amit Dangi Divy Dangi

Place: Mumbai Whole Time Director Whole-Time Director

Date: August 25, 2026 DIN: 06527044 DIN: 08323807

The Directors have pleasure in presenting the 42^nd Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2024. The Company is registered with the Reserve Bank of India ("RBI”) as a SystemicaLLy Important Non-Banking Financial Company ("NBFC”) not taking public deposits (NBFC-ND-SI).

FINANCIAL HIGHLIGHTS (Rs. In Crores)

OPERATIONS

During the year under review, Company made a profit of Rs. 2923.68/- Crores as compared to a profit of Rs. 240.20/-Crores. The Management is very positive and looking forward for better performance in future. The Company remains confident of a sound growth trajectory in FY 2025.

Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.

During the year under review the Company had filed an application with the Hon''bLe National Company Law Tribunal, Mumbai Bench ("NCLT”) for approval of scheme of arrangement between Reliance Commercial Finance Limited ("RCFL”) and the Company and their respective shareholders. NCLT vide its order dated May 10, 2024 has approved the scheme of arrangement and thereby the lending business of RCFL has been transferred to the Company with effect from the Appointed date i.e. October 01, 2023.

Further during the year under review Company has incorporated a wholly owned subsidiary viz. Authum Asset Management Company Private Limited on January 11, 2024 and has acquired 100% stake in Authum Real Estate Private Limited on February 21, 2024.

DIVIDEND & APPROPRIATIONS

The Board of Directors has decided not to recommend any dividend for the year ended March 31, 2024.

APPROPRIATIONS

Under section 45-IC(1) of Reserve Bank of India (''RBI'') Act, 1934, non-banking financial companies (''NBFCs'') are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend, if any. Accordingly, the Company has transferred a sum of Rs. 584.74/- Crores to its reserve fund. The closing balance of the reserves and surplus of the Company for FY. 2023-24, after aLL appropriation and adjustments was Rs. 10265.85/- Crores.

CHANGE IN SHARE CAPITAL

During the Financial year under review, the company has redeemed 2,12,42,000 7% Non-CumuLative Non-ConvertibLe Redeemable Preference Shares of face value of Rs. 10/-each.

As on March 31, 2024, 100% of the total paid-up capital of the Company stands in the demateriaLized form.

Further, the Company has not issued any equity capital during the year under review and has also not issued any shares with differential voting rights, nor granted any stock options or sweat equity.

NON-CONVERTIBLE REDEEMABLE PREFERENCE SHARES

As on March 31, 2024, the total outstanding Non-Convertible Redeemable Preference Shares (RPS) issued and allotted on private placement basis stands at Rs. 95.79 Crores divided into 1,91,58,000 Preference Shares of Face Value Rs. 10/- each.

PUBLIC DEPOSITS

The Company did not hold any public deposits at the beginning of the year nor has it accepted any Public Deposits during the year under review.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company form part of the Annual Report. The annual accounts of the subsidiary companies and related detailed information are available on the website of the Company and the same may be obtained by writing to the Company Secretary at the registered e-mail ID of the Company i.e. [email protected].

Reliance Commercial Finance Limited ("RCFL”) continues to be the wholly owned subsidiary of the Company.

Further during the year under review Company has incorporated a wholly owned subsidiary viz. Authum Asset Management Company Private Limited ("AAMCPL”) on January 11, 2024 and has acquired 100% stake in Authum Real Estate Private Limited ("AREPL”) on February 21, 2024. The consolidated financial results reflect the operations of RCFL, AAMCPL and AREPL.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Policy, as approved by the Board, is uploaded on the Company''s website: https://www.authum.com/financial-info.html.

In terms of Regulation 16 (1) (c) of the SEBI Listing Regulations, RCFL, AAMCPL and AREPL are the wholly owned subsidiaries of the Company. Details of subsidiary company is provided in Form AOC-1 as Annexure I.

PARTICULARS OF LOANS GRANTED, GUARANTEE PROVIDED AND INVESTMENTS MADE PURSUANT TO THE PROVISIONS OF SECTION 186 OF THE COMPANIES ACT, 2013

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans in ordinary course of its business, is exempt from complying with the provisions of section 186 of the Act with respect to loans, guarantees and investments. Accordingly, the Company is exempted from

complying with the requirements to disclose in the financial statement the full particulars of the loans given, investment made or guarantee given or security provided.

EXTRACT OF ANNUAL RETURN

A copy of the Annual Return as provided under section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the Company''s website and can be accessed at www.authum.com.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations''), Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023, your Company has formulated a Policy on Related Party Transactions which is available on Company''s website at www.authum.com. This Policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for giving the omnibus approval by the Audit Committee within the overall framework of the Policy on Related Party Transactions.

Pursuant to Regulation 23 of the Listing Regulations, all related party transactions were placed before the Audit Committee on a quarterly basis for their review and approval.

Further, the Policy on materiality of Related Party Transactions is available on the website of the Company at www.authum.com.

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 appended as Annexure II to the Board''s report.

DIVIDEND DISTRIBUTION POLICY

Pursuant to the provisions of regulation 43A of the Listing Regulations, the Company had formulated a dividend distribution policy, which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and/or retaining profit earned. The policy is annexed to this report as Annexure III and is also available on the website of the Company at https://www. authum.com/financial-info.html.

MEETINGS OF THE BOARD

During the year under review, 9 (Nine) Board Meetings were held. The details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

COMMITTEES OF THE BOARD

During the year under review, the Board has nine Committees viz. Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Investment Committee, Risk Management Committee, Corporate Governance Committee, Securities Allotment and Redemption Committee and Asset Liability Committee. A detailed note on the composition of the Board and its Committees and other related particulars are provided in the Corporate Governance Report forming part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment of Directors and Key Managerial Personnel

During the year under review and by way of approval of the shareholders of the Company vide postal ballot dated December 23, 2023, the Board has approved the appointment of Mr. Akash Suri (DIN: 09298275) as the Whole-time Director and Group Chief Executive Officer w.e.f. September 27, 2023 and Ms. Asha AgarwaL (DIN: 09722160) as an Independent Director of the Company w.e.f. November

21, 2023 for the term of 5 years upto November 20, 2028, under the provisions of Section 161 of the Act.

ALL the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of section 164 & 165 of the Companies Act, 2013.

FIT AND PROPER CRITERIA & CODE OF CONDUCT

All the Directors meet the fit and proper criteria stipulated by RBI. All the Directors and Senior Management of the Company have affirmed compliance with the Code of Conduct of the Company.

DECLARATION FROM THE INDEPENDENTDIRECTORS

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 Listing Regulations, as amended. The Independent Directors have 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 Listing Regulations.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company met on January

22, 2024 in terms of Section 149(8) and Schedule - IV of

Companies Act, 2013 and regulation 25(3) & (4) of Listing Regulations, without the attendance of Non-Independent Directors and members of management. They met to discuss the inter-aLia amongst other items the following mandatory items viz., (a) to review the performance of non-independent directors and the Board as a whole; (b) to review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors; (c) to assess 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.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs)

In terms of Regulation 25(7) of the Listing Regulations and the Companies Act, 2013, the Company is required to conduct the Familiarization Programme for Independent Directors (IDs) to famiLiarize them about their roLes, rights, responsibiLities in the Company, nature of the industry in which the Company operates, business modeL of the Company, etc., through various initiatives. Directors are made aware of the significant news deveLopments and highLights from various reguLatory authorities viz. Reserve Bank of India (RBI), Securities and Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA), etc.

The Directors are regularly apprised about their roles, rights and responsibilities in the Company from time to time as per the requirements of the Listing Regulations, with the Stock Exchanges and Companies Act, 2013 read together with the Rules and Schedules thereunder. The policy and details of familiarization programme imparted to the Independent Directors of the Company is available at www.authum.com.

PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134(3), 149(8) and Schedule IV of the Companies Act, 2013 read with SEBI Listing Regulations, Annual Performance Evaluation of the Board, the Directors as weLL as Committees of the Board has been carried out. The performance evaLuation of aLL the Directors and the Board as a whoLe was conducted based on the criteria and framework adopted by the Board, detaiLs of which are provided in the Corporate Governance Report. The properLy defined and systematicaLLy structured questionnaire was prepared after having considered various aspects and benchmarks of the Board''s functioning, composition of the Board and its Committees, performance of specific duties, obLigations and governance.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internaL financiaL controLs and compLiance systems estabLished and maintained by the Company, and the reviews performed by Management and the reLevant Board Committees, incLuding the Audit Committee, the Board is of the opinion that the Company''s

internal financial controls were adequate and effective during the financial year 2023-24.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

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

4. the Annual Accounts for the year ended March 31, 2024, has been prepared on a going concern basis.

5. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and investments are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

The Auditor reviews the efficiency and effectiveness of these systems and procedures. The Internal Auditor submits his Report which is placed before the Audit Committee.

A combination of these systems enables your Company to maintain a robust design of controls and its operating effectiveness is ensured through periodical internal checks and audit.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND ITS REPORT

The Company recognizes the responsibilities towards society and strongly intends to contribute towards development of knowledge based economy.

In accordance with the requirements of the provisions of Section 135 of the Act, the Company has constituted a Corporate Social Responsibility ("CSR”) Committee. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance Report forming part of this Annual Report.

The Company has also formulated a CSR Policy which is available on the website of the Company at https://www. authum.com/financiai-info.htmi. Further, the detailed CSR initiatives undertaken by the Company are available at https://www.authum.com/financiai-info.htmi.

The CSR obligation of the Company for Financial Year 202324 is Rs. 8,46,88,648/-. As on March 31, 2024, total amount spent on CSR activities by Company is Rs. 8,98,00,000/-.

As per section 135 of the Act read with Companies (Corporate Social Responsibility) Rules, 2014, as amended, the Company is required to transfer any unspent amount, pursuant to any ongoing project undertaken by the Company in pursuance of its Corporate Social Responsibility Policy, within a period of thirty days from the end of the financial year to a special account opened by the Company in that behalf for that financial year in any scheduled bank called Unspent Corporate Social Responsibility Account.

The Annual Report on the CSR activities undertaken by your Company during the year under review, as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is set out in Annexure IV of this Report.

PARTICULARS OF EMPLOYEES, KEY MANAGERIAL PERSONNEL AND RELATED DISCLOSURES

In accordance with 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, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report.

The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are appended to this Report as Annexure V. The information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided as none of the employees are covered under the same.

Statement containing the particulars of top ten employees and the employees drawing remuneration in excess of limits prescribed under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is an annexure forming part of this Report. In terms of the proviso to Section 136(1) of the Act, the Report and Accounts

are being sent to the Members excluding the aforesaid annexure. The said statement is available for inspection with the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary at info@ authum.com.

STATUTORY AUDITORS AND THEIR REPORT

M/s. H. R. Agarwal & Associates, Chartered Accountants (Firm Reg. No. 323029E) were appointed as Statutory Auditors of the Company from the conclusion of the 39^th Annual General Meeting until the conclusion of the 44^th Annual General Meeting to be held in the year 2026. However, as per the RBI Guidelines and Circular dated April 27, 2021 and as per the provisions of Section 139 of the Act, the tenure of the appointment of Statutory Auditors in NBFCs should be three years. Therefore, their tenure has been ratified and their appointment is till the conclusion of this Annual General Meeting. Further they have confirmed that they are not disqualified from continuing as Auditors of the Company. The Audit Report of M/s. H. R. Agarwal & Associates, Chartered Accountants (Firm Reg. No. 323029E) on the Financial Statements of the Company for the Financial Year 2023-24 is a part of the Annual Report.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. H. R. Agarwal & Associates, Chartered Accountants, Statutory Auditors, in their report on the Company''s financial statements for the year ended on March 31, 2024.

DETAILS OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THE COMPANIES ACT 2013, OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Mayank Arora, partner of M/s. Mayank Arora & Co., Practicing Company Secretary (FCS No. 10378, CP No. 13609), to undertake secretarial audit of the Company.

A report from the secretarial auditor in the prescribed Form MR-3 is annexed to this Report as Annexure VI.

In addition to the above, the company has obtained Secretarial Compliance Report for the financial year ended March 31, 2024 from M/s. Mayank Arora & Co., Practicing Company Secretary in compliance with the Regulation 24A

of the Listing Regulations and the same has been submitted with stock exchanges.

MAINTENANCE OF COST RECORDS

Your Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and accordingly such accounts and records have not been maintained by the Company.

SECRETARIAL STANDARDS OF ICSI

The Company has complied with the requirements prescribed under the Secretarial Standards on meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

INTERNAL AUDITOR AND THEIR REPORT

The Board appointed M/s. L.K. Bohania & Co., Chartered Accountant, as Internal Auditors to conduct Internal Audit for the FY 2023-24. During the year under review, M/s. L.K. Bohania & Co, Internal Auditor''s had submitted their Report for the FY 2023-24 to the Audit Committee for its review and necessary action.

At the beginning of each financial year, an audit plan is rolled out after approval of the Audit Committee. Pursuant to Risk Based Internal Audit Framework, internal audit is aligned in such a manner that assurance is provided to the Audit Committee and Board of Directors on quality and effectiveness of the internal controls and governance related systems and processes.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(f) and other applicable regulation read with Schedule V of Listing Regulations is presented in a separate section and forms part of the Annual Report.

CORPORATE GOVERNANCE REPORT AND ITS COMPLIANCE CERTIFICATE

In compliance with the Regulation 34 read with Schedule 9 of the Listing Regulations, a detailed report on Corporate Governance forms an integral part of this Annual Report. A Certificate from the Practicing Company Secretary confirming compliance of the conditions of Corporate Governance as stipulated under the Listing Regulations is appended to the Corporate Governance Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (‘BRSR'')

Pursuant to amendment in SEBI Listing Regulations, top 1000 listed entities based on market capitalisation are required to submit a BRSR with effect from F.Y. 2024.

In accordance with Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report has been annexed to this Report as Annexure VII which forms an integral part of this report.

DISCLOSURE ON NOMINATION AND REMUNERATION COMMITTEE AND NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee as on March 31, 2024 comprises of the following:

Mr. Rahul Bagaria - Chairman and Non-Executive Independent Director, Mr. Vimal Ajmera - Non-Executive Independent Director and Mrs. Alpana Dangi - Non-Executive Non Independent Director as members of the Committee.

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 Remuneration Policy is stated in the Corporate Governance Report.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 17(9) of the Listing Regulations. It establishes various levels of risks with its varying levels of probability, the likely impact on the business and its mitigation measures.

The Risk Management Committee as on March 31, 2024 comprises of the following:

Mr. Amit Dangi - Chairman and Executive Director, Mr. Sanjay Dangi - Non Executive Non Independent Director and Mr. Haridas Bhat - Non Executive Independent Director as members of the Committee.

The Audit committee facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting.

WHISTLE BLOWER/VIGIL MECHANISM

The Company has formulated a codified Vigil Mechanism Policy incorporating the provisions relating to Vigil Mechanism in terms of Section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, in order to encourage Directors and Employees of the Company to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of

the Company and its stakeholders in anyway. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of employees from reprisals or victimization, for whistle blowing in good faith. The said Policy is available on the Company''s website www.authum.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) Conservation ofEnergy and Technology Absorption:

The Company has no activity relating to Conservation of Energy and Technology Absorption as stipulated in Rule 8(3) of Companies (Accounts) Rules, 2014.

(B) Foreign Exchange Earnings & Outgo

During the year under review, the Company did not have any Foreign Exchange Earnings or Outgo.

CEO & CFO CERTIFICATION

A Certificate of the CEO and CFO of the Company in terms of Regulation 17(8) of the Listing Regulations is annexed to this report.

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

The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the FY 2023- 24

Q No. of complaints received: Nil Q No. of complaints disposed off: Nil

RBI COMPLIANCES

The Company is registered as a non-deposit accepting systemically important NBFC. The Company has complied with and continues to comply with all applicable laws, rules, circulars and regulations, including the RBI Directions.

During FY 2023-24, there were no frauds committed by the Company and no material frauds committed on the Company by its officers or employees.

OTHER DISCLOSURES AND INFORMATION

a) Significant and Material Orders passed by any Authorities

During the year under review, no significant and material orders were passed by any Authorities.

b) Material Changes and Commitments affecting financial position of the Company between the end of the financial year 2023-24 and the date of the report

The Hon''ble National Company Law Tribunal vide order dated May 10, 2024 has approved the scheme of demerger between Reliance Commercial Finance Limited ("RCFL”) and Authum Investment & Infrastructure Limited and its shareholder. Accordingly, the lending & investment business of RCFL has been transferred to your Company with effect from the Appointed date i.e. October 01. 2023.

APPRECIATION

Your Company has been able to perform better with the continuous improvement in all functions and areas which coupled with an efficient utilization of the Company''s resources led to sustainable and profitable growth of the Organization. Your Directors express their deep sense of appreciation and extend their sincere thanks to every employee and associates for their dedicated and sustained contribution and they look forward the continuance of the same in future.

ACKNOWLEDGEMENTS

The Directors would like to place on record their gratitude for the valuable guidance and support received from the Reserve Bank of India, the Securities and Exchange Board of India, the Registrar of Companies, and other government and regulatory agencies and to convey their appreciation to the Members, bankers, lenders, vendors and all other business associates for the continuous support given by them to the Company. The Directors also place on record their appreciation of all the employees of the Company for their commitment, commendable efforts, team work and professionalism.

For and on behalf of the Board of Director

Sd/- Sd/-

Amit Dangi Alpana Dangi

Place: Mumbai Whole Time Director Director

Date: September 3, 2024 DIN: 06527044 DIN: 01506529

The Directors have pleasure in presenting the 41^st Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2023. The Company is registered with the Reserve Bank of India (“RBI”) as a Systemicaiiy Important Non-Banking Financial Company (“NBFC”) not taking public deposits (NBFC-ND-SI).

FINANCIAL HIGHLIGHTS

OPERATIONS

During the year under review, Company made a profit of Rs. 240.20/- Crores as compared to a profit of Rs. 668.74/-Crores. The Management is very positive and looking forward for better performance in future. The Company remains confident of a sound growth trajectory in FY 2024.

Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.

During the year under review the Company has acquired Reliance Commercial Finance Limited (“RCFL”) as certain Lenders of the Company (Banks and other Financial Institutions) have entered into an Inter-Creditor Agreement (ICA) for arriving at the debt resolution plan in accordance with the circular dated June 7, 2019 issued by the Reserve Bank of India on Prudential Framework for Resolution of Stressed Assets. Lenders have selected Authum Investment and Infrastructure Limited as the successful Bidder to acquire the Company and / or all its assets through a competitive bidding process after several rounds of negotiations between the bidders and the Lenders. Hon''ble Supreme Court of India by the order dated August 30, 2022 has approved the Resolution Plan and Company along with its Lenders and successful Resolution Applicant has executed the Resolution Plan.

Pursuant to the above, Reliance Commercial Finance Limited is a Wholly Owned Subsidiary of Authum w.e.f. October 14, 2022.

Further, the Company through its wholly owned subsidiary viz. RCFL has acquired Business Undertaking of Reliance Home Finance Limited (''RHFL'') on a slump sale and going concern basis pursuant to the approved Resolution Plan of RHFL being conducted by the Financial Creditors of RHFL in terms of RBI Circular No. RBI/2018-19/ 203, DBR.No.BP. BC.45/21.04.048/2018-19 dated June 7, 2019 on Prudential Framework for Resolution of Stressed Assets and the order of Hon''ble Supreme Court of India dated March 3, 2023.

DIVIDEND & APPROPRIATIONS

The Board of Directors has decided not to recommend any dividend for the year ended March 31, 2023.

APPROPRIATIONS

Under section 45-IC(1) of Reserve Bank of India (''RBI'') Act, 1934, non-banking financial companies (''NBFCs'') are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend, if any. Accordingly, the Company has transferred a sum of Rs. 48.04/- Crores to its reserve fund. The closing balance of the reserves and surplus of the Company for F.Y. 2022-23, after all appropriation and adjustments was Rs. 2974.03/- Crores.

CHANGE IN SHARE CAPITAL

During the Financial year, there has been no change in the issued, subscribed and paid-up capital of the Company. The Company has also not carried out any buy back of its equity shares during the year under review.

Further, the Company has not issued any equity capital during the year under review and has also not issued any shares with differential voting rights, nor granted any stock options or sweat equity, at any time during the year under review.

NON-CONVERTIBLE REDEEMABLE PREFERENCE SHARES

As on March 31, 2023, the total outstanding Non-Convertible Redeemable Preference Shares (RPS) issued and allotted on private placement basis stands at Rs. 202.00 Crores divided into 4,04,00,000 Preference Shares of Face Value Rs. 10/-each.

PUBLIC DEPOSITS

The Company did not hold any public deposits at the beginning of the year nor has it accepted any Public Deposits during the year under review.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company form part of the Annual Report. The annual accounts of the subsidiary company and related detailed information are available on the website of the Company and the same may be obtained by writing to the Company Secretary at the registered e-mail ID of the Company i.e. [email protected].

During the year under review, Authum has acquired new subsidiary i.e. M/s. Reliance Commercial Finance Limited (“RCFL”). The consolidated financial results reflect the operations of RCFL too.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations''''). The Policy, as approved by the Board, is uploaded on the Company''s website: https://www. authum.com/financial-info.html.

Subsidiary Company

During the year under review the Company has acquired Reliance Commercial Finance Limited (“RCFL”) as certain Lenders of the Company (Banks and other Financial Institutions) have entered into an Inter-Creditor Agreement (ICA) for arriving at the debt resolution plan in accordance with the circular dated June 7, 2019 issued by the Reserve Bank of India on Prudential Framework for Resolution of Stressed Assets. Lenders have selected Authum Investment and Infrastructure Limited as the successful Bidder to acquire the Company and / or afl its assets through a competitive bidding process after several rounds of negotiations between the bidders and the Lenders. Hon''bLe Supreme Court of India by the order dated August 30, 2022 has approved the Resolution Plan and Company along with its Lenders and successful Resolution Applicant has executed the Resolution Plan.

Pursuant to the above, Reliance Commercial Finance Limited is a Wholly Owned Subsidiary of Authum Investment & Infrastructure Limited.

RCFL is registered as an NBFC with the Reserve Bank of India. In terms of Regulation 16 (1) (c) of the SEBI Listing Regulations, RCFL is a wholly owned subsidiary.

PARTICULARS OF LOANS GRANTED, GUARANTEE PROVIDED AND INVESTMENTS MADE PURSUANT TO THE PROVISIONS OF SECTION 186 OF THE COMPANIES ACT, 2013

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans in ordinary course of its business, is exempt from complying with the provisions of section 186 of the Act with respect to loans, guarantees and investments. Accordingly, the Company is exempted from complying with the requirements to disclose in the financial statement the full particulars of the loans given, investment made or guarantee given or security provided.

EXTRACT OF ANNUAL RETURN

A copy of the Annual Return as provided under section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the Company''s website and can be accessed at www.authum.com.

RELATED PARTY TRANSACTIONS

In Line with the requirements of the Companies Act 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ''Listing Regulations''), Master Direction - Non-Banking Financial Company - Systemicafly Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016, your Company has formuLated a PoLicy on ReLated Party Transactions which is avaiLabLe on Company''s website at www.authum.com. This Policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for giving the omnibus approval by the Audit Committee within the overall framework of the Policy on Related Party Transactions.

Pursuant to Regulation 23 of the Listing Regulations, aLL related party transactions were placed before the Audit Committee on a quarterly basis for their review and approval.

Further, the Policy on materiality of Related Party Transactions is available on the website of the Company at www.authum. com.

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 appended as Annexure I to the Board''s report.

DIVIDEND DISTRIBUTION POLICY

Pursuant to the provisions of regulation 43A of the Listing Regulations, the Company had formulated a dividend distribution policy, which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and/or retaining profit earned. The policy is annexed to this report as Annexure II and is also available on the website of the Company at https://www.authum.com/financial-info.html.

MEETINGS OF THE BOARD

During the year under review, 7 (Seven) Board Meetings were held. The details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

COMMITTEES OF THE BOARD

Currently the Board has Nine Committees viz. Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Investment Committee, Risk Management Committee, Corporate Governance Committee, Securities Allotment and Redemption Committee and Asset Liability Committee. A detailed note on the composition of the Board and its Committees and other related particulars are provided in the Corporate Governance Report forming part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment of Directors and Key Managerial Personnel

During the year under review and by way of approval of the shareholders of the Company in the 40^th AGM, the Board has approved the appointment of Mr. Haridas Bhat (DIN 09691308) and Mr. Rahul Bagaria (DIN: 06611268) as the Independent Directors of the Company w.e.f. August 1, 2022 for the term of 5 years upto July 31, 2027, under the provisions of Section 161 of the Act. Further, Mr. Deepak Dhingra was appointed as Chief Financial Officer of the Company w.e.f. March 10, 2023.

Resignation of Directors and Key Managerial Personnel

Further during the year under reveiw, Mr. Sanjiv Swarup, due to his increased work commitments, has resigned as an Independent Director of the Company w.e.f. August 1, 2022.

Also, Mr. Amit Dangi has resigned from the position of Chief Financial Officer of the Company w.e.f. March 10, 2023.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2023 are Mr. Amit Dangi - Whole Time Director, Mr. Deepak Dhingra - Chief Financial Officer and Mr. Hitesh Vora - Company Secretary.

ALL the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of section 164 & 165 of the Companies Act, 2013.

FIT AND PROPER CRITERIA & CODE OF CONDUCT

All the Directors meet the fit and proper criteria stipulated by RBI. ALL the Directors and Senior Management of the Company have affirmed compliance with the Code of Conduct of the Company.

DECLARATION FROM THE INDEPENDENT DIRECTORS

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 Listing Regulations, as amended. The independent directors have 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 Listing Regulations.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company met on February 13, 2023 in terms of Section 149(8) and Schedule - IV of Companies Act, 2013 and regulation 25(3) & (4) of Listing Regulations, without the attendance of Non-Independent Directors and members of management. They met to discuss the inter-alia amongst other items the following mandatory items viz., (a) to review the performance of non-independent directors and the Board as a whole; (b) to review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors; (c) to assess 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.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs)

In terms of Regulation 25(7) of the Listing Regulations and the Companies Act, 2013, the Company is required to conduct the Familiarization Programme for Independent Directors (IDs) to famiLiarize them about their roLes, rights, responsibiLities in the Company, nature of the industry in which the Company operates, business modeL of the Company, etc., through various initiatives. Directors are made aware of the significant news developments and highlights from various regulatory authorities viz. Reserve Bank of India (RBI), Securities and Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA), etc.

The Directors are regularly apprised about their roles, rights and responsibilities in the Company from time to time as per the requirements of the Listing Regulations, with the Stock Exchanges and Companies Act, 2013 read together with the Rules and Schedules thereunder. The policy and details of familiarization programme imparted to the Independent Directors of the Company is available at www.authum.com.

Pursuant to the provisions of Section 134(3), 149(8) and Schedule IV of the Companies Act, 2013 read with SEBI Listing Regulations, Annual Performance Evaluation of the Board, the Directors as well as Committees of the Board has been carried out. The performance evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board, details of which are provided in the Corporate Governance Report. The properly defined and systematically structured questionnaire was prepared after having considered various aspects and benchmarks of the Board''s functioning, composition of the Board and its Committees, performance of specific duties, obligations and governance.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2022-23.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

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

4. the Annual Accounts for the year ended March 31, 2023, has been prepared on a going concern basis.

5. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and investments are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines

and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

The Internal Auditor reviews the efficiency and effectiveness of these systems and procedures. The Internal Auditor submits his Report which is placed before the Audit Committee.

A combination of these systems enables your Company to maintain a robust design of controls and its operating effectiveness is ensured through periodical internal checks and audit.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND ITS REPORT

The Company recognizes the responsibilities towards society and strongly intends to contribute towards development of knowledge based economy.

In accordance with the requirements of the provisions of Section 135 of the Act, the Company has constituted a Corporate Social Responsibility (“CSR”) Committee. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance Report forming part of this Annual Report.

The Company has also formulated a CSR Policy which is available on the website of the Company at https://www. authum.com/financial-info.html. Further, the detailed CSR initiatives undertaken by the Company are available at https://www.authum.com/financial-info.html.

The CSR obligation of the Company for Financial Year 202223 is Rs. 6,45,23,772/-. As on March 31, 2023, total amount spent on CSR activities by Company is Rs. 3,89,00,000/-.

As per section 135 of the Act read with Companies (Corporate Social Responsibility) Rules, 2014, as amended, the Company is required to transfer any unspent amount, pursuant to any ongoing project undertaken by the Company in pursuance of its Corporate Social Responsibility Policy, within a period of thirty days from the end of the financial year to a special account opened by the Company in that behalf for that financial year in any scheduled bank called Unspent Corporate Social Responsibility Account.

The Company has opened necessary bank account and transferred the unspent amount, further the Company has already identified few projects for CSR and the said unspent amount is being used for the CSR activities pursuant to the provisions of the Act.

The Annual Report on the CSR activities undertaken by your Company during the year under review, as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is set out in Annexure III of this Report.

PARTICULARS OF EMPLOYEES, KEY MANAGERIAL PERSONNEL AND RELATED DISCLOSURES

In accordance with 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, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report.

The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are appended to this Report as Annexure IV. The information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided as none of the employees are covered under the same.

STATUTORY AUDITORS AND THEIR REPORT

M/s. H. R. Agarwal & Associates, Chartered Accountants (Firm Reg. No. 323029E) were appointed as Statutory Auditors of the Company from the conclusion of the 39^th Annual General Meeting until the conclusion of the 44^th Annual General Meeting to be held in the year 2026. However, as per the RBI Guidelines and Circular dated April 27, 2021 and as per the provisions of Section 139 of the Act, the tenure of the appointment of Statutory Auditors in NBFCs should be three years. Therefore, there tenure has been ratified and their appointment is till the conclusion of 42^nd Annual General Meeting to be held in the year 2024. Further they have confirmed that they are not disqualified from continuing as Auditors of the Company. The Audit Report of M/s. H. R. Agarwal & Associates, Chartered Accountants (Firm Reg. No. 323029E) on the Financial Statements of the Company for the Financial Year 2022-23 is a part of the Annual Report.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. H. R. Agarwal & Associates, Chartered Accountants, Statutory Auditors, in their report on the Company''s financial statements for the year ended on March 31, 2023.

DETAILS OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THE COMPANIES ACT 2013, OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Mayank Arora, partner of M/s. Mayank Arora & Co., Practicing Company Secretary (FCS No. 10378, CP No. 13609), to undertake secretarial audit of the Company.

A report from the secretarial auditor in the prescribed Form MR-3 is annexed to this Report as Annexure V.

In addition to the above, the company has obtained Secretarial Compliance Report for the financial year ended March 31, 2023 from M/s. Mayank Arora & Co., Practicing Company Secretary in compliance with the Regulation 24A of the Listing Regulations and the SEBI circular CIR/ CFD/CMD1/27/2019 dated February 8, 2019 and has been submitted with stock exchanges.

MAINTENANCE OF COST RECORDS

Your Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and accordingly such accounts and records have not been maintained by the Company.

SECRETARIAL STANDARDS OF ICSI

The Company has complied with the requirements prescribed under the Secretarial Standards on meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the MCA circulars granting exemptions in view of the COVID-19 pandemic.

INTERNAL AUDITOR AND THEIR REPORT

The Board appointed M/s. L.K. Bohania & Co., Chartered Accountant, as Internal Auditors to conduct Internal Audit for the FY 2022-23. During the year under review, M/s. L.K. Bohania & Co, Internal Auditor''s had submitted their Report for the FY 2022-23 to the Audit Committee for its review and necessary action.

At the beginning of each financial year, an audit plan is rolled out after approval of the Audit Committee. Pursuant to Risk Based Internal Audit Framework, internal audit is aligned in such a manner that assurance is provided to the Audit Committee and Board of Directors on quality and effectiveness of the internal controls and governance related systems and processes.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(f) & and other applicable regulation read with Schedule V of Listing Regulations is presented in a separate section and forms part of the Annual Report.

CORPORATE GOVERNANCE REPORT AND ITS COMPLIANCE CERTIFICATE

In compliance with the Regulation 34 read with Schedule 9 of the Listing Regulations, a detailed report on Corporate Governance forms an integral part of this Annual Report. A Certificate from the Practicing Company Secretary confirming compliance of the conditions of Corporate Governance as stipulated under the Listing Regulations is appended to the Corporate Governance Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (‘BRSR'')

Pursuant to amendment in SEBI Listing Regulations, top 1,000 listed entities based on market capitalisation are required to submit a BRSR with effect from F.Y. 2023.

In accordance with Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report has been annexed to this Report as Annexure VI which forms an integral part of this report.

DISCLOSURE ON NOMINATION AND REMUNERATION COMMITTEE AND NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee as on March 31, 2023 comprises of the following:

Mr. Rahul Bagaria - Chairman and Non Executive Independent Director, Mr. Vimai Ajmera - Non Executive Independent Director and Mrs. Aipana Dangi - Non Executive Non Independent Director as members of the Committee.

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 Remuneration Policy is stated in the Corporate Governance Report.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 17(9) of the Listing Regulations. It establishes various levels of risks with its varying levels of probability, the iikeiy impact on the business and its mitigation measures.

The Risk Management Committee as on March 31, 2023 comprises of the following:

Mr. Amit Dangi - Chairman and Executive Director, Mr. Sanjay Dangi - Non Executive Non Independent Director and Mr. Haridas Bhat - Non Executive Independent Director as members of the Committee.

The Audit committee facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting.

WHISTLE BLOWER/VIGIL MECHANISM

The Company has formulated a codified Vigil Mechanism Policy incorporating the provisions relating to Vigil Mechanism in terms of Section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, in order to encourage Directors and Employees of the Company to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in anyway. The Company is committed to adhere to highest possible standards of ethical, moral and iegai business conduct and to open communication and to provide necessary safeguards for protection of employees from reprisals or victimization, for whistle blowing in good faith. During the year under review, the Company amended the Whistle Blower Policy to provide a clause wherein aii employees of the Company are eligible to report any instance of leak of Unpublished Price Sensitive Information. The said Policy is available on the Company''s website www.authum.com.

Employees of the Company are required to undergo mandatory online learning module on Code of Conduct including Whistle Blower Policy and affirm that they have understood and are aware of vital aspects of the policy.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO(A) Conservation of Energy and Technology Absorption:

The Company has no activity relating to Conservation of Energy and Technology Absorption as stipulated in Rule 8(3) of Companies (Accounts) Rules, 2014.

(B) Foreign Exchange Earnings & Outgo

During the year under review, the Company did not have any Foreign Exchange Earnings or Outgo.

CEO & CFO CERTIFICATION

A Certificate of the CEO and CFO of the Company in terms of Regulation 17(8) of the Listing Regulations is annexed to this report.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressai) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. Aii employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the FY 2022- 23

¦ No. of complaints received: Nii

¦ No. of compiaints disposed off: Nii

RBI COMPLIANCES

The Company is registered as a non-deposit accepting systemically important NBFC. The Company has complied with and continues to compiy with aii appiicabie iaws, ruies, circuiars and reguiations, inciuding the RBI Directions.

During FY 2022-23, there were no frauds committed by the Company and no material frauds committed on the Company by its officers or empioyees.

OTHER DISCLOSURES AND INFORMATION

a) Significant and Material Orders passed by any Authorities

There are no significant or materiai orders passed by the Reguiators or Courts or Tribunais which impacts the going concern status of the Company and its future operations.

b) Material Changes and Commitments affecting financial position of the Company

During the year under review the Company has acquired Reiiance Commerciai Finance Limited (“RCFL”) as certain Lenders of the Company (Banks and other Financial Institutions) have entered into an Inter-Creditor Agreement (ICA) for arriving at the debt resoiution pian in accordance with the circuiar dated June 7, 2019 issued by the Reserve Bank of India on Prudentiai Framework for Resolution of Stressed Assets. Lenders have selected Authum Investment and Infrastructure Limited as the successful Bidder to acquire the Company and / or all

its assets through a competitive bidding process after several rounds of negotiations between the bidders and the Lenders. Hon''ble Supreme Court of India by the order dated August 30, 2022 has approved the Resolution Plan and Company along with its Lenders and successful Resolution Applicant has executed the Resolution Plan.

Pursuant to the above, Reliance Commercial Finance Limited is a Wholly Owned Subsidiary of Authum w.e.f. October 14, 2022.

Further, the Company through its wholly owned subsidiary viz. RCFL has acquired Business Undertaking of Reliance Home Finance Limited (''RHFL'') on a slump sale and going concern basis pursuant to the approved Resolution Plan of RHFL being conducted by the Financial Creditors of RHFL in terms of RBI Circular No. RBI/2018-19/ 203, DBR.No.BP.BC.45/21.04.048/2018-19 dated June 7, 2019 on Prudential Framework for Resolution of Stressed Assets and the order of Hon''ble Supreme Court of India dated March 3, 2023.

Your Company has been able to perform better with the continuous improvement in aLL functions and areas which coupled with an efficient utilization of the Company''s resources Led to sustainable and profitable growth of the Organization. Your Directors express their deep sense of appreciation and extend their sincere thanks to every employee and associates for their dedicated and sustained contribution and they look forward the continuance of the same in future.

ACKNOWLEDGEMENTS

The Directors wouLd Like to pLace on record their gratitude for the vaLuabLe guidance and support received from the Reserve Bank of India, the Securities and Exchange Board of India, the Registrar of Companies, and other government and regulatory agencies and to convey their appreciation to the Members, bankers, lenders, vendors and all other business associates for the continuous support given by them to the Company. The Directors also place on record their appreciation of ad the employees of the Company for their commitment, commendable efforts, team work and professionalism.

The Directors have pleasure in presenting the 36^thAnnual Report together with the Audited Accounts of the Company for the year ended 31^st March, 2018.

FINANCIAL HIGHLIGHTS:

OPERATIONS:

During the year under review, the Company has clocked a profit of Rs. 5,99,09,749/- as compared to the net profit of Rs. 8,35,10,855/- in the financial year ended 31.03.2017. The revenues for the financial year 2018 has increased from Rs. 221,71,58,546/- in the previous year to Rs. 351,35,20,115/- in the current financial year. Though, there is an increase in the revenue the profits of the Company declined owing to the volatile and uncertain global market and cascading effect of the same on domestic market. However the Management looks forward for earning profit and better performance in future.

Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.

DIVIDEND & APPROPRIATIONS:

The Board of Directors has decided not to recommend any dividend for the year ended 31^st March, 2018.

TRANSFER OF UNCLAIMED AND UNPAID DIVIDEND AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of section 124 and 125 of the Companies Act, 2013, the amounts (dividend, deposits etc., with interest) that remained unclaimed and unpaid for more than 7 years from the date they first became due for payment, should be transferred to IEPF. As per the statutory requirements, unclaimed deposits/ other dues for the previous seven years as of the date of the Annual General Meeting are made available on the website of MCA-IEPF as well as on the Company’s website. Unclaimed dividend as at 31^st March, 2018, aggregating to Rs. 1,01,575/- relating to dividends declared for the years FY10-11, had not been claimed by shareholders. The dividend pertaining to 2010-11 remaining unclaimed and unpaid, amounting to Rs. 1,01,575/- as on 31^st March, 2018, would be transferred to IEPF during October, 2018 after settlement of the claims received up to the date of completion of seven years i.e. on 29^th September, 2018.

All the provisions of Section 124(6) of the Companies Act, 2013 as amended and provisions of Rule 6(3) of the IEPF rules will be complied accordingly, in respect of such shares on which dividend is unpaid for previous 7 years.

SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2018 was Rs.115,280,900/-. During the year under review, the Company has not issued any shares with differential rights as to dividend, voting or otherwise or convertible debentures.

TRANSFER TO RESERVES:

The Company has transferred amount of Rs. 1,19,81,950/- to Statutory Reserve Fund created in terms of Section 45-IC of the RBI Act, 1934 during the year under review. However, the remaining part after setting aside Statutory Reserve Fund amount from Profit & Loss Account has been transferred to Balance Sheet under the Reserves and Surplus.

PUBLIC DEPOSITS:

The Company did not hold any public deposits at the beginning of the year nor has it accepted any Public Deposits during the year under review.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL RESULTS

The Company does not have any subsidiary Company; hence the provisions pursuant to consolidation are not applicable.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return as on the financial year ended on 31^st March, 2018 in Form No. MGT-9 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is set out as an Annexure I to the Directors’ Report and forms part of this Annual Report.

The Managing Director has certified to the Board with regard to the financial statements and other matters as specified in the Listing Regulations.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY’S OPERATIONS IN FUTURE

There are no such orders passed by the regulators/ courts/ tribunals impacting the going concern status and the Company’s operations in future. Albeit, during the year an application has been made before the Regional Director, Eastern Region Bench, Kolkata to shift the registered office of the Company from the state of West Bengal to the State of Maharashtra, in pursuance to shareholders approval obtained vide special resolution passed at the 34^th Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND ITS REPORT

During the preceding financial year ended 31^st March, 2017 your Company has achieved a net profit of Rs. 8.35 Crores, pursuant to which the Company was mandated to comply with the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 related to Corporate Social responsibility. In compliance with the same, as per the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee under the Chairmanship of Mr. Navin Kumar Jain, Mrs. Barkha Agarwal and Mr. Tapan Sodani are the members of the CSR Committee.

The Board of Directors of the Company has approved CSR Policy based on the recommendation of the CSR Committee and uploaded it on the website of the Company www.authum.com.

Though the Company has not expended any amount for the objectives laid down under the CSR Policy during the FY 2017-2018, a plan is laid out to implement a program which shall be in line with stated objectives shortly. Your Directors will keep you reported on the same.

RELATED PARTY TRANSACTIONS

The Related Party Transactions that were entered into during the financial year were on arm’s length basis and in ordinary course of business. Pursuant to Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no Related Party Transactions that are required to be reported under Section 188(1) of the Act, as prescribed in Form AOC-2.

All Related Party Transactions as required under Accounting Standards AS-18 are reported in note 2 of the Notes forming part of the accounts for the year ended 31^st March, 2018.

The Board of Directors of the Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations. The same is displayed on the website of the Company at www.authum.com.

MEETINGS OF THE BOARD

During the year 4 (Four) Board Meetings and 4 (Four) Audit Committee Meetings were held. The details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The Board has constituted an Audit Committee under the Chairmanship of Mr. Tapan Sodani, the other members of the Committee being Mr. Navin Kumar Jain and Mrs. Barkha Agarwal. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

COMMITTEES OF THE BOARD

Currently the Board has four Committees viz. the Audit Committee, the Nomination & Remuneration Committee, the Corporate Social Responsibility Committee, the Stakeholders Relationship Committee. A detailed note on the composition of the Board and its Committees and other related particulars are provided in the Report of Directors on Corporate Governance forming part of this Annual Report.

DIRECTORS/ KEY MANAGERIAL PERSONNEL:

During the year under review, the Board of Directors at their Meeting held on 14^th February, 2018 on recommendation of Nomination & Remuneration Committee had re-appointed Mr. Navin Kumar Jain (DIN 00465888) as Managing Directors for another term of 5 years, with effect from 01^st April, 2018 to hold office up to 01^st April, 2023. The aforesaid re-appointment of Mr. Navin Kumar Jain shall be subject to the approval of members in the 36^th Annual General Meeting of the Company. The Board recommends re-appointment of Mr. Navin Kumar Jain at the ensuing Annual General Meeting. The details of the Mr. Navin Kumar Jain, Managing Directors, forms part of this Report and provided as Annexure A to the notice. None of the Directors are liable to retire by rotation at the ensuing annual general meeting.

There was no change in the Directors and KMP’s during the FY 2017-18.

DECLARATION FROM THE INDEPENDENT DIRECTORS

During the year under review, all the Independent Directors had submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013 read with applicable provisions of SEBI (Listing Obligations & Disclosure Requirements), 2015 or as per applicable regulation of SEBI (Listing Obligations & Disclosure Requirements), 2015

PERFORMANCE EVALUATION

The Independent Directors in their meeting referred in sub-regulation (3) of Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements), 2015 shall, interalia-

(a) review the performance of Non-Independent Directors and the Board of Directors as a whole;

(b) review the performance of the Chairperson of the listed entity, taking into account the views of Executive Directors and Non-Executive Directors;

(c) assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.

Pursuant to the provisions of the Act and applicable Regulations 27 of the SEBI (Listing Obligations & Disclosure Requirements), 2015 the Board has carried out an annual evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process of the Board, its Committees and individual Directors, including the Chairman of the Company.

For evaluating the Board as a whole, views were sought from the Directors on various aspects of the Board’s functioning such as degree of fulfillment of key responsibilities, Board structure and composition, establishment, delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management and efficacy of communication with external stakeholders.

Similarly, views from the Directors were also sought on performance of individual Directors covering various aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings.

In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and promoting effective relationships and open communication.

Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition, effectiveness of meetings, Committee dynamics and quality of relationship of the Committee with the Board and the Management.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

SEPARATE MEETING OF INDEPENDENT DIRECTOR

The Independent Directors of the Company met without the Presence of Non-Independent Directors on Wednesday, 14^th February, 2018, in terms of Section 149(8) and Schedule — IV and Clause 49 (B) (II) (6) read with regulation 25(3) & (4) of SEBI (Listing Obligations & Disclosure Requirements), 2015, without the attendance of Non-Independent Directors and members of management. They met to discuss the inter-alia amongst other items the following mandatory items viz., (a) to review the performance of non-independent directors and the Board as a whole; (b) to review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors; (c) to assess 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.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs)

In terms of Regulation 25(7) of the SEBI (Listing Obligations & Disclosure Requirements), 2015, the Company is required to conduct the Familiarization Programme for Independent Directors(IDs) to familiarize them about their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various initiatives.

Significant Statutory updates are circulated on a quarterly basis through which Directors are made aware of the significant news developments and highlights from various regulatory authorities viz. Reserve Bank of India (RBI), Securities and Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA), etc.

The Company Secretary regularly apprises the Directors about their roles, rights and responsibilities in the Company from time to time as per the requirements of the Listing Agreement with the Stock Exchanges and Companies Act, 2013 read together with the Rules and Schedules there under. The detail of such familiarization programme is disclosed on the company''s website at www.authum.com.

DIRECTORS RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2017-18.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm :

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

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

4. That the Annual Accounts for the year ended 31^st March, 2018, has been prepared on a going concern basis.

5. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

There exist in the Company adequate internal financial controls commensurate with the size of the Company. The Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March, 2018.

INTERNAL CONTROL SYSTEM

The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and investments are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

The Internal Auditor reviews the efficiency and effectiveness of these systems and procedures. The Internal Auditor submits his Report periodically which is placed before the Audit Committee.

STATUTORY AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 139, 142 and all other applicable provisions of the Companies Act, 2013 and rules made thereunder, M/s. Sanghai & Co., Chartered Accountants (Firm Reg. No. 319079E) were appointed by the members as the Statutory Auditors of the Company to hold office from the conclusion of this 35^th Annual General Meeting until the conclusion of the 39^th Annual General Meeting, subject to ratification by members every year, as applicable, at such remuneration and out-of-pocket expenses, as may be decided by the Board of Directors of the Company.

The requirement of placing the matter relating to such appointment for ratification by members at every Annual General Meeting has been dispensed with due to omission of the first proviso to Section 139(1) by the Companies (Amendment) Act, 2017 effective from 07^th May, 2018 as per the Notification issued by Ministry of Corporate Affairs, Govt. of India [File No.1/1/2018-CL.I dated May 07, 2018]. In view of the above, M/s. Sanghai & Co., Chartered Accountants (Firm Reg. No. 319079E) appointed by the members at the 35^th Annual General Meeting for tenure of 4 years upto the conclusion of the 39^th Annual General Meeting will continue as the Statutory Auditors of the Company, at such remuneration and out-of pocket expenses, as may be decided by the Board of Directors of the Company.

AUDIT QUALIFICATIONS

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Sanghai & Co. Chartered Accountants, Statutory Auditors, in their report on the Company’s financial statements for the year ended on 31^st March, 2018. Further, the Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

DETAILS OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THE COMPANIES ACT 2013, OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.

There are no frauds reported by the Auditors under sub-section (12) of Section 143 of the Companies Act 2013, other than those which are reportable to the Central Government.

SECRETARIAL AUDITOR

The Company had appointed Mr. Dinesh Agarwal, Practicing Company Secretary, holding membership of The Institute of Company Secretaries of India (Membership No. 6315 FCS; Certificate of Practice No. 5881) as the Secretarial Auditor of the Company for FY 2017-2018 to conduct the Secretarial Audit pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit report as received from Mr. Dinesh Agarwal is appended to this Report as Annexure III.

INTERNAL AUDITOR AND THEIR REPORT

The Board appointed M/s. L.K Bhonia & Co. Chartered Accountant, as Internal Auditors to conduct Internal Audit for the FY 2017-18. During the year under review, M/s. L.K. Bhonia & Co, Internal Auditor’s had submitted their Report for the financial year 2017-18 for various quarters/period to the Audit Committee for its review and necessary action.

MANAGEMENT DISCUSSION ANALYSIS REPORT (MDAR)

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(f) & (3) and other applicable regulation read with Schedule-V of SEBI Listing Obligations and Disclosure Requirements Regulations, 2015 [SEBI (Listing Obligations & Disclosure Requirements), 2015] is presented in a separate section and forms part of the Annual Report.

CORPORATE GOVERNANCE REPORT AND ITS COMPLIANCE CERTIFICATE

Pursuant to the Listing Regulations, a separate section titled ‘Corporate Governance’ has been included in this Annual Report, along with the Reports on ‘Management Discussion and Analysis’ and ‘General Shareholder Information’. All Board members and Senior Management personnel have affirmed compliance with the code of conduct for FY 2018. A declaration to this effect signed by the Managing Director of the Company is included in this Annual Report.

A certificate from auditors of the Company regarding compliance of conditions of Corporate Governance is annexed to this Report.

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 Remuneration Policy is stated in the Corporate Governance Report.

DISCLOSURE ON NOMINATION AND REMUNERATION COMMITTEE AND NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee as on 31^st March, 2018 comprises of the following Directors viz. Mr. Navin Kumar Jain, Managing Director; Mr. Tapan Sodani, Chairman and Nonexecutive Independent Director; Mrs. Barkha Agarwal, Non-executive Independent Director. Further, all recommendations of Nomination and Remuneration Committee were accepted by the Board of Directors. The detailed Nomination and Remuneration Committee and its terms of reference and meetings held and attended by the members during the year are mentioned in Corporate Governance Report Section. The Board of Directors of your Company has, on recommendation of the Nomination & Remuneration Committee, framed the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013.

During the year under review, the company has complied with the requirements of Section 178 of the Companies Act, 2013 read with applicable regulation 19 of SEBI (Listing Obligations & Disclosure Requirements), 2015. The Company Secretary of the Company acts as the Secretary to the Committee. The Policy is annexed to this report which forms integral part of this report. The contents of the policy are uploaded on company website and also stated in the Corporate Governance Report.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 17(9) of the SEBI (Listing Obligations & Disclosure Requirements), 2015. It establishes various levels of risks with its varying levels of probability, the likely impact on the business and its mitigation measures.

The Audit committee facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting.

WHISTLE BLOWER/ VIGIL MECHANISM

The Company has formulated a codified Vigil Mechanism Policy incorporating the provisions relating to Vigil Mechanism in terms of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements), 2015, in order to encourage Directors and Employees of the Company to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in anyway. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of employees from reprisals or victimization, for whistle blowing in good faith. The said Policy is available on the Company’s website www.authum.com.

PARTICULARS OF EMPLOYEES, KEY MANAGERIAL PERSONNEL AND RELATED DISCLOSURES

In accordance with the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are appended to this Report as Annexure II. The information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided as none of the employees are covered under the same.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The provisions of Section 186 of the Companies Act, 2013, pertaining to investment and lending activities is not applicable to the Company since the Company is an NBFC whose principal business is the acquisition of securities. During the year the Company has not provided any guarantee.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: (A) Conservation of Energy and Technology Absorption:

The Company has no activity relating to Conservation of Energy and Technology Absorption as stipulated in Rule 8(3) of Companies (Accounts) Rules, 2014.

(B) Foreign Exchange Earnings & Outgo

During the year under review, the Company did not have any Foreign Exchange Earnings or Outgo.

CEO & CFO CERTIFICATION

Certificate from Mr. Navin Kumar Jain, Managing Director and, pursuant to Regulation 17(8) of the Listing Regulations for the financial year 2017-18 was placed before the Board of Directors of the Company at its meeting held on 14^th May, 2018 and also forms part of Report on Corporate Governance. Company is in the process of putting in place a Chief Financial Officer with experience profile commensurate to the size and business of the company

A certificate from auditors of the Company regarding compliance of conditions of Corporate Governance is annexed to this Report.

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

Anti-Sexual Harassment Policy as per the requirement of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act 2013, is not applicable to your Company.

COMPLIANCE

The Company is registered as a non-deposit accepting non-systemically important NBFC. The Company has complied with and continues to comply with all applicable laws, rules, circulars and regulations, including the RBI Directions.

During FY 2017-18, there were no frauds committed by the Company and no material frauds committed on the Company by its officers or employees.

ACKNOWLEDGEMENTS:

The Directors would like to place on record their gratitude for the valuable guidance and support received from the Reserve Bank of India, the Securities and Exchange Board of India, the Registrar of Companies, and other government and regulatory agencies and to convey their appreciation to the Members, bankers, lenders, vendors and all other business associates for the continuous support given by them to the Company. The Directors also place on record their appreciation of all the employees of the Company for their commitment, commendable efforts, team work and professionalism.

For and on behalf of the Board of Directors

Navin Kumar Jain Barkha Agarwal

Place: Kolkata DIN: 00465888 DIN: 05190461

Date: 14^th May, 2018 Managing Director Director

To,

The Members,

The Directors have pleasure in presenting the 34^thAnnual Report together with the Audited Accounts of the Company for the year ended 31^st March’2016.

FINANCIAL HIGHLIGHTS:

OPERATIONS:

Net profit for the current financial year has been Rs. 11,801,927.00 as compared to Rs. 11,763,181.00 and the operational income has increased from Rs. 425,208,733 to Rs. 3,170,245,688.00. In spite of the turbulent market sentiments, this year’s performance was stable and management look forward for better performance in future.

The Financial Statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under Section 211(3C) of the Companies Act,1956 (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of Rule7 of The Companies (Accounts) Rules,2014) and the relevant provisions of the Companies Act, 1956 / Companies Act, 2013, as applicable and guidelines issued by the Securities and Exchange Board of India (SEBI).

The Company has complied with all the norms prescribed by the Reserve Bank of India (RBI) including the Fair practices, Anti Money Laundering and Know Your Customer (KYC) guidelines.

DIVIDEND & APPROPRIATIONS:

The Board of Directors has decided not to recommend any dividend for the year ended 31^st March, 2016.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2016 was Rs.115,280,900.00. During the year under review, the Company has not issued any shares with differential rights as to dividend, voting or otherwise or convertible debentures.

TRANSFER TO RESERVES:

The Company has transferred amount of Rs. 2,352,636.00/- (Twenty Three Lakhs Fifty Two Thousand Six Hundred Thirty Six Only) to Statutory Reserve Fund created in terms of Section 45-IC of the RBI Act, 1934 during the year under review. However, the remaining part after setting aside Statutory Reserve Fund amount from Profit & Loss Account has been transferred to Balance Sheet under the Reserves and Surplus.

CORPORATE GOVERNANCE:

Pursuant to SEBI (Listing Obligations & Disclosure Requirements), 2015entered into with the Stock Exchanges, the Company has complied with all the provisions of Corporate Governance and a Report on Corporate Governance is annexed hereto and forms part of this Annual Report.

A certificate from Auditors of the Company regarding compliance of Corporate Governance, as stipulated under SEBI (Listing Obligations & Disclosure Requirements), 2015, is appended to the Annual Report.

DIRECTORS/ KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Navin Kumar Jain (DIN: 00465888), retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Accordingly, his reappointment forms part of the Notice of the ensuing Annual General Meeting.

During the financial year under review, Mr. Aditya Parakh and Mr. Suresh Pukhraj Jain the Independent Directors of the Company resigned with effect from 09.11.2015 &Ms. Barkha Agarwal was regularized as Independent & Non-Executive Director with effect from 30.09.2015. All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Act and the Listing Regulations.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, the Directors make the following statement pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. That the Directors have 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 loss profit of the Company for the year under review;

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

4. That the Annual Accounts for the year ended 31^st March, 2016, has been prepared on a going concern basis.

5. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL RESULTS

The Company does not have any subsidiary Company; hence the provisions pursuant to consolidation are not applicable.

BOARD AND COMMITTEE MEETINGS:

During the year 6 (Six) Board Meetings and 4(Four) Audit Committee Meetings were held. The details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The Board has constituted an Audit Committee under the Chairmanship of Mr. Tapan Sodani. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion & Analysis Report for the year under review as stipulated under applicable Regulation of the SEBI (Listing Obligations & Disclosure Requirements), 2015with the Stock Exchanges is presented separately in the Annual Report.

AUDITORS:

M/s. Sanghai & CO., Chartered Accountants, the Company’s Auditors will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Directors recommend their reappointment for the ensuing year.

SECRETARIAL AUDITOR

The Company appointed Mr. Dinesh Agarwal, Practicing Company Secretary, holding membership of The Institute of Company Secretaries of India (Membership No. 6315 FCS; Certificate of Practice No. 5881) as the Secretarial Auditor of the Company for FY 2015-2016 to conduct the Secretarial Audit pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of Energy and Technology Absorption:

The Company has no activity relating to Conservation of Energy and Technology Absorption as stipulated in Rule 8(3)of Companies (Accounts) Rules,2014.

(B) Foreign Exchange Earnings & Outgo

During the year under review, the Company did not have any Foreign Exchange Earnings or Outgo.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 17(9)of the SEBI (Listing Obligations & Disclosure Requirements), 2015. It establishes various levels of risks with its varying levels of probability, the likely impact on the business and its mitigation measures.

The Internal Audit facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Risk Management Committee oversees the Risk Management and reports to the Audit Committee as well as to the Board of Directors about risk assessment and management procedures and its status from time to time.( Is there exists a risk mgt policy or risk mgt committee?)

INTERNAL CONTROL SYSTEM

The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and investments are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

The Internal Auditor reviews the efficiency and effectiveness of these systems and procedures. Added objectives include evaluating the reliability of financial and operational information and ensuring compliances with applicable laws and regulations. The Internal Auditor submits his Report periodically which is placed before and reviewed by the Audit Committee

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

The Company has formulated a codified Whistle Blower Policy incorporating the provisions relating to Vigil Mechanism in terms of Section 177of the Companies Act, 2013 and Regulation 22of the SEBI (Listing Obligations & Disclosure Requirements), 2015,in order to encourage Directors and Employees of the Company to escalate to the level of the Audit Committee any issue of concerns impacting and Compromising with the interest of the Company and its stakeholders in anyway. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of employees from reprisals or victimization, for whistle blowing in good faith. The said Policy is available on the Company’s websitewww.authum.com.

RELATED PARTY TRANSACTIONS:

All contracts/ arrangements/transactions with related parties entered by the company during the financial year 2015-16 were at arm''s length basis and in the ordinary course of business and are in compliance with the applicable provision of the Companies Act 2013 and SEBI (LODR) Regulations, 2015 (Previously Listing Agreement). There were no materially significant related party transactions made by the company with Promoters, Directors, KMPs or other designated person which may have a potential conflict with the interest of the company at large.

The Board of Directors of the Company has approved the criteria or making the omnibus approval by the Audit Committee within the overall framework of the policy on Related Party Transactions. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company had not taken any initiatives on the activities of Corporate Social Responsibilities as the provisions relating to the same are not applicable to the Company.

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 remuneration Policy is stated below:

Nomination & Remuneration Policy:

1. Preamble

1.1 The remuneration policy provides a framework for remuneration paid to the members of the Board of Directors (“Board”), Key Managerial Personnel(“KMP”) and the Senior Management Personnel (“SMP”) of the Company (collectively referred to as “Executives”). The expression “senior management” means personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional heads.

1.2 In terms of Section 178 of the Companies Act, 2013 which has been made effective from April 1, 2014 by the Central Government vide notification no.S.O. 902(E) issued on March 26, 2014, this Remuneration Policy named as Authum Investment & Infrastructure Limited Remuneration Policy (“the Policy”) is being framed and formulated for laying down criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the Executives.

1.3 The policy will be reviewed by the Nomination and Remuneration Committee of the Board of Directors, as when required.

2. Aims & Objectives

2.1 The aims and objectives of this remuneration policy may be summarized as follows:

2.1.1 The remuneration policy aims to enable the company to attract, retain and motivate highly qualified members for the Board and other executive level.

2.1.2 The remuneration policy seeks to enable the company to provide a well-balanced and performance-related compensation package, taking into account shareholder interests, industry standards and relevant Indian corporate regulations.

2.1.3 The remuneration policy will ensure that the interests of Board members & senior executives are aligned with the business strategy and risk tolerance, objectives, values and long-term interests of the company and will be consistent with the “pay-for-performance” principle.

2.1.4 The remuneration policy will ensure that remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

3. Principles of remuneration

3.1 Support for Strategic Objectives: Remuneration and reward frameworks and decisions shall be developed in a manner that is consistent with, supports and reinforces the achievement of the Company’s vision and strategy.

3.2 Transparency: The process of remuneration management shall be transparent, conducted in good faith and in accordance with appropriate levels of confidentiality.

3.3 Internal equity: The Company shall remunerate the board members, KMP and senior management in terms of their roles within the organization. Positions shall be formally evaluated to determine their relative weight in relation to other positions within the Company.

3.4 External equity: The Company strives to pay an equitable remuneration, capable of attracting and retaining high quality personnel. Therefore the Company will remain logically mindful of the ongoing need to attract and retain high quality people, and the influence of external remuneration pressures. Reference to external market norms will be made using appropriate market sources, including relevant and comparative survey data, as determined to have meaning to the Company’s remuneration practices at that time.

3.5 Flexibility: Remuneration and reward offerings shall be sufficiently flexible to meet both the needs of individuals and those of the Company whilst complying with relevant tax and other legislation.

3.6 Performance-Driven Remuneration: The Company shall entrench a culture of performance driven remuneration through the implementation of the Performance Incentive System.

3.7 Affordability and Sustainability: The Company shall ensure that remuneration is affordable on a sustainable basis

4.Compensation Structure

4.1 Remuneration to Non-Executive Directors: The Non-executive Directors of the Company are paid remuneration by way of sitting fees for attending the meetings of the Board of Directors and its Committees. The said sitting fees paid to the Non-executive Directors for the Board Meetings and Committee meetings are fixed by the Board and reviewed from time to time in accordance with applicable law. The Non-executive Directors may be paid such remuneration as the Board may approve from time to time subject to limits prescribed from time to time in the Act or Rules made there under.

4.2 Remuneration to Executive Directors, Key Managerial Personnel(s) (KMPs) & Senior Management Personnel(s) (SMPs): The Company has a credible and transparent framework in determining and accounting for the remuneration of the Managing Director/Whole Time Directors (MD/WTDs), Key Managerial Personnel(s) (KMPs) and Senior Management Personnel(s) (SMPs). Their remuneration are governed by the external competitive environment, track record, potential, individual performance and performance of the company as well as industry standards.

5. Supplementary provisions

5.1 Any matters not provided for in this Policy shall be handled in accordance with relevant State laws and regulations and the Company’s Articles of Association. If this Policy conflict with any laws or regulations subsequently promulgated by the state or with the Company’s Articles of Association as amended pursuant to lawful procedure, the relevant state laws and regulations and the Company’s Articles of Association shall prevail, and this Policy shall be amended in a timely manner and submitted to the Board of Directors for review and adoption.

5.2 The right to interpret this Policy vests in the Board of Directors of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company is exempted from the applicability of the provisions of Section 186 of the Companies Act, 2013 (Act) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Companies (Meetings of Board and its Powers) Amendment Rules, 2015 Since the Company is an NBFC whose principal business is acquisition of securities. During the year the Company has not provided any guarantee.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and applicable Regulations^?—of the SEBI(Listing Obligations & Disclosure Requirements), 2015 the Board has carried out an annual evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and individual Directors, including the Chairman of the Company.

For evaluating the Board as a whole, views were sought from the Directors on various aspects of the Board’s functioning such as degree of fulfillment of key responsibilities, Board structure and composition, establishment, delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management and efficacy of communication with external stakeholders.

Similarly, views from the Directors were also sought on performance of individual Directors covering various aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/Committee Meetings.

In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and promoting effective relationships and open communication.

Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition, effectiveness of meetings, Committee dynamics and quality of relationship of the Committee with the Board and the Management.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

The Chairman of the Board provided feedback to the Directors, as appropriate. Significant highlights, learning with respect to the evaluation, were discussed at the Board Meeting.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs)

In terms of Regulation 25(7) of the SEBI (LODR) Regulations, 2015, the Company is required to conduct the Familiarization Programmed for Independent Directors(IDs) to familiarize them about their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various initiatives.

Significant Statutory updates are circulated on a quarterly basis through which Directors are made aware of the significant news developments and highlights from various regulatory authorities viz. Reserve Bank of India(RBI), Securities and Exchange Board of India (SEBi), Ministry of Corporate Affairs (MCA), etc.

The Company Secretary regularly apprises the Directors about their roles, rights and responsibilities in the Company from time to time as per the requirements of the Listing Agreement with the Stock Exchanges and Companies Act, 2013 read together with the Rules and Schedules there under .The detail of such familiarization programme is disclosed on the company''s website atwww.authum.com.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return as on the financial year ended on March 31,2016 in Form No. MGT-9 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is set out as an annexure to the Directors’ Report and forms part of this Annual Report.

PARTICULARS OF CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions of the Company are entered on arm’s length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. There are some materially significant transactions made by the Company with entities of relative of Director. Members may refer to the notice & explanatory statement of notice for details of related party transactions. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm’s length basis disclosure in form AOC- 2 is not required

In terms of Regulation 23 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 which came in to effect w.e.f. 1st December 2015 and as per section 177 of Companies Act 2013 read with rules thereon, all related party transactions are placed before the Audit Committee for review and approval. The Audit Committee reviews all related party transactions on a quarterly basis. A Related Party Policy has been devised by the Company for determining the materiality of transactions with related parties and dealings with them. The said Policy is available on the Company’s websitewww.authum.com. There are no transactions to be reported in Form AOC-2.

The details of the transactions with Related Parties are provided in the accompanying financial statements in Notes to Accounts.

CONSTITUTION OFAUDIT COMMITTEE

The Audit Committee presently comprises of Ms Barkha Agarwal - Independent Director, Mr. Tapan Sodani - Independent Director and Mr. Navin Kumar Jain, Managing Director. Mr. Tapan Sodani is the Chairman of the Audit Committee. The Company Secretary of the Company acts as the Secretary to the Audit Committee. The Terms of Reference of the Audit Committee has been provided in the Corporate Governance Section forming part of this Report.

4 (Four)Meetings of the Audit Committee were held during the year 2015-2016 on 29^th May, 2015, 11^th August, 2015, 9^th November, 2015 & 28^th January, 2016.

AUDIT QUALIFICATIONS

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Sanghai & Co Chartered Accountants, Statutory Auditors, in their report on the Company’s financial statements for the year ended on March 31^st, 2016.Further; the Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee presently comprises of Ms Barkha Agarwal -Independent Director, Mr. Tappan Sedan - Independent Director and Mr. Navin Kumar Jain, Managing Director. Mr. Tappan Sudan is the Chairman of the Nomination & Remuneration Committee. The Company Secretary of the Company acts as the Secretary to the Nomination & Remuneration Committee. The Terms of Reference of the Nomination & Remuneration Committee has been provided in the Corporate Governance Section forming part of this Report.

5 (Five)Meetings of the Committee were held during the year 2015-2016 :29^th May, 2015, 11^th August, 2015, 9^th November, 2015, 28^th January, 2016& 1^st March, 2016

PUBLIC DEPOSITS:

The Company has not accepted any public deposits during the financial year 2015-2016. PARTICULARS OF EMPLOYEES:

As none of employees are covered under section 197, the information required under Section 197 (12) of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided in the report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY’S OPERATIONS IN FUTURE

There are no such orders passed by the regulators / courts / tribunals impacting the going concern status and the Company’s operations in future.

REPORT ON CORPORATE GOVERNANCE

A report on Corporate Governance, in accordance with Regulation 27 of the SEBI LODR, 2015 with the Stock Exchanges, is set out separately for the information of the shareholders.

ACKNOWLEDGEMENTS:

The Director wish to place on record their appreciation for the whole hearted and sincere cooperation the company has received from its bankers, employees and various government agencies.

For and on behalf of the Board of Directors

(Navin Kumar Jain) (Barkha Agarwal)

Place: Kolkata DIN No.:00465888 DIN No.:05190461

Date: 30^thMay 2016

The directors have pleasure in presenting the 33rd Annual Report together with the Audited Accounts of the Company for the year ended 31st March'2015.

FINANCIAL HIGHLIGHTS:

PARTICULARS Year Ended Year Ended 11.03.2015 31,03.2014 (Rs.) (Rs,) Operational & other income 425,208,733.00 54,929,915.00

Profit/ Loss Before Depreciation &Tax 11,774,769.00 630,073.00

Less: Depreciation 5,762.00 7,675.00

Provision for taxation

MAT Credit Enticement earlier year

Deferred Tax 2,290,00 (555.00)

Taxes for ear her years (24,868.00)

profit/loss after Depreciation & Tax 1,801,927.00 470,976.00

brought forward for previous year 208,931,99800 20,555,2l7.00

Appropriations

Amount transferred lo Statutory Reserves 2,360,385.00 94,195.00

Bonus shares issued

Balance Carried to Balance Sheet 218,373,540.00 208,931,998.00

OPERATIONS:

Net profit has been increased from Rs. 470,976.00 to Rs. 11,801,927.00 as well as operational income is also increased from Rs. 54,929,915 to Rs. 425,208,733. Pure diet, this year performance was good and management also look forward for better improvement.

The Financial Statements of the Company have been prepared in accordance with die Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under Section 211(3C) of the Companies Act, 1956 (which consume to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of Rule 7 of the Companies (Accounts) Roles, 2014) and the relevant provisions of the Companies Act, 1956 / Companies ft££ 2013, as applicable and guidelines issued by the Securities and Exchange Board of India (SRIBI).

The Company has complied with all the norms prescribed by the Reserve Bank of Tend (RBI) including the Pair practices, Anti Money Laundering and Know Your Customer (KYC) guidelines.

Navy Run & APPROPRIATIONS:

The Board of Directors has decided not to recommend any dividend for the year ended 31st March, 2015.

TRANSFER TO RESERVES:

The Company has transferred amount of Rs. 2,360,385,00/- (Twenty Three Lakhs Sixty Thousand Three Hundred and Eighty Five Only) to Statutory Reserve Fund Created in terms of Section 45- iC of the RBI Act, 1934 during the year under review. However, the remaining part after setting aside statutory reserve fund amount from Profit & Loss Account has been transferred to Balance Sheet under the Reserves and Surplus,

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has complied with all the provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of this report. A certificate From Auditors of the Company regarding compliance of Corporate Governance, as stipulated under clause 49 of the Listing Agreement, is appended to the Annual Report.

DIRECTORS:

During the financial vear under review, Ms. Barkha Agarwal was appointed as an Additional Women Director in the Company with effect from June 22, 2015 subject to approval of the shareholders at this Annual General Meeting of the Company.

DIRECTORS RESPONSIBILITY STATEMENT;

To the hest of their knowledge and belief and according to the information and explanations obtained by them, the Directors make the following statement pursuant to the provisions of Section 134 of the Companies Act, 2013:

1. That in the preparation of the annual accounts, the applicable accounting standards have been fooled along with proper explanation relating to material departures, if any;

2 That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a Lrue and fair view of the state of affairs of the Company at the end of the financial year and of the k&z profit of the Company for the year under review;

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

4. That the Annual Accounts for the year ended 313I March, 2015, have been prepared on a going concern basis.

5. They have laid down internal financial controls to be followed by die Company and that such internal financial controls are adequate and are operating effectively;

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL RESULTS

The Company does not have any subsidiary Company, hence die provisions pursuant to consolidation are not applicable.

MEETINGS :

During the year, 7 times Board Meetings and 4 times Audit Committee Meetings were convened and held. Details of die composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report.

MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion &z Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented separately in the Annual Report.

AUDITORS:

M/s Sanghai & CO., Chartered Accountants, the Company's Auditors will retire at die conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Directors recommend their reappointment for the ensuing year.

SECRETARIAL AUDITOR

The Company appointed Mr. Dmesh Agarwal, Practicing Company Secretary, holding membership of The Institute of Company Secretaries of India (Membership No. 6315 FCS ; Certificate of Practice No. 5881 } as the Secretarial Auditor of the Company for FY 2014-15 to conduct die Secretarial Audit pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of Energy and Technology Absorption:

The Company has no activity relating to Conservation of Energy and Technology Absorption as stipulated in Rule 8(3} of Companies (Accounts) Rules, 2014.

(B) Foreign Exchange Earnings & Outgo

During the yea under review, the Company did not have any Foreign Exchange Earnings or Outgo.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with Bbce provisions of die Act and Clause 49 of the Listing Agreement. It establishes various levels of risks with its varying levels of probability, the likely impact on die business and its mitigation measures.

The Internal Audit facilitates the execution of Risk Management Practices in die Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Risk Management Committee oversees the Risk Management and reports to the Audit Committee as well as to the Board of Directors about risk assessment and management procedures and its status from time to time.

INTERN AT. CONTROL SYSTEM

The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and investments ate safeguarded against loss from un audit roused auk or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and arc meant to ensure that all transactions arc authorized, recorded and reported correctly.

The Internal Auditor reviews the efficiency and effectiveness of these systems and procedures. Added objectives include evaluating the reliability of financial and operational information and ensuring compliances with applicable laws and regulations. The Internal Auditor submits his Report periodically which is placed before and reviewed by the Audit Committee

WHISTLE BLOWER POLICY MECHANISM

The Company has formulated a codified Whistle Blower Policy incorporating the provisions relating to Vigil Mechanism in terms of Section 177 of die Companies Act, 2013 and revised Clause 49 of the Listing Agreement, in order to encourage Directors and Employees of the Company to escalate to the level of die Audit Committee any issue of concerns impacting and Compromising with the interest of the Company and its stakeholders in any way. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of employees from reprisals or victimization, for wised blowing in good faith. The said Policy is available on the Company's website www.authumcom.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

'the Company is exempted from the applicability of die provisions of Section 186 of the Companies Act, 2013 (Act) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Companies (Meetings of Board and its Powers) Amendment Rules, 2015 Since the Company is an NBFC whose principal business is acquisition of securities. During the year the Company has not provided any guarantee.

PFRFORMANCE EVALUATION

Pursuant to the provisions of the Act and Clause 49 of the listing Agreement, the Board has carried out ail annual evaluation of its own performance, performance of the Directors individually as -well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for die Performance Evaluation process for the Board, its Committees and individual Directors, including the Chairman of the Company,

For evaluating die Board as a whole, views were sought from the Directors on various aspects of the Board's functioning such as degree of fulfillment of key responsibilities, Board structure and composition, establishment, delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management and efficacy of communication with external stakeholders.

Simi lady, views from die Directors were also sought on performance of individual Directors covering various aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to me management outside Board/Committee Meetings.

In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and promoting effective relationships and open communication.

Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition, effectiveness of meetings, Committee dynamics and quality of relationship of the Committee with the Board and die Management, The performance evaluation of the Independent Directors was carried out by die entire Board. The performance evaluation of the Chairman and die Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

The Chairman of die Board provided feedback to the Directors, as appropriate. Significant highlights, learning widi respect to the evaluation, were discussed at the Board Meeting,

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs)

In terms of Clause 49(II)(B)(7) of die Listing Agreement, the Company is required to conduct the Familiarization Programmed for Independent Directors (IDs) to familiarize them about their roles, rights, responsibilities fife the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various initiatives.

Significant Statutory updates are circulated on a quarterly basis through which Directors are made aware of the significant news developments and highlights' from various regulatory authorities viz. Reserve Bank of India (RBI), Scariness and Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA), etc.

Inez Company Secretary regularly apprises the Directors about their roles, tights and responsibilities in die Company from time to time as per the requirements of the Listing Agreement with the Stock Exchanges and Companies Act, 2013 read together with the Rules and Schedules there under. The details of such familiarization programmed is disclosed on the company's web situ; at www .autlmm.com.

KXTRACT OF ANNUAL RETURN

An extract of Annual Return as on the financial year ended on March 31, 2015 in Form No. MGT-9 as requited under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is set out as an annexure to the Directors* Report and forms part of this Annual Report.

PAttTTriTT.ARS OF CONTRACTS / ARRANGEMENTS WITW RELATED PARTIES

All the related party transactions of the Company are entered on arm's length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Agreement There are some materially significant transactions made by the Company with entities of relative of Director. Members may refer to the notice & explanatory statement of notice for details of related party transactions. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis.

In terms of Clause 49 (VII) of the Listing Agreement the Company obtained prior approval of the Audit Committee for entering into any transaction with related parties. The Audit Committee reviews all regard party transactions on a quarterly basis. A Related Party Policy has been devised by the Company for determining the materiality of transactions with related parties and dealings with them. The said Policy is available on the Company's website www.auihum.com. There arc no transactions to be reported in Form AOC-2.

The derails of the transactions with Related Parties are provided in the accompanying financial statements in Notes to Accounts.

AUDIT COMMITTEE

The Audit Committee presently comprises of Mr. Aditya Parakh, and Mr. Suresh Pukhraj Jain, Independent Directors, Mr. Tapan Sodani, Chief Financial Officer & Member and Mr. Navin Kumar Jain, Managing Director. Mr, Aditya Parakh is the Chairman of the Audit Committee, 'the Company Secretary of the Company acts as me Secretary to the Audit Committee, The Terms of Reference of the Audit Committee has been provided in the Corporate Governance Section forming part of dais Report.

Four meetings of the Audit Committee were held during the year 2014-15 on May 20, 2014, August 12, 2014, November 12, 2014, and February 13,2015

AUDIT QUALIFICATIONS

There are no qualifications, reservations or adverse remarks or disclaimers made by Songhai & Co Chartered Accountants, Statutory Auditors, in their report on die Company's financial statements for the year ended on March 31, 2015. Further, the Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during die year under review.

FIXED DEPOSITS:

The Company has not accepted any public deposits during the financial year 2014-2015.

OBSERVATTON OF SECRETARIAL AUDITOR

According to observation by secretarial auditor, we would like to state that during the stipulated time period we have not find the suitable candidate for the post of woman Director in the Company and afterward we have appointed M$. Barkha AgarwaL. sW Additional Women Director in the Company whh effect from June 22, 2015.

PART!PITT ARS OF EMPLOYEES;

As none of employees are covered under section 197, the information required under Section 197 (12) of the Act read with Rule 5(1) of The Companies {Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided in the report

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE BFGITT ATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE mM PAWVS OPERATIONS IN FUTURE

There arc no such orders passed by the regulators / courts / tribunals impacting the going concern status and the Company's opera dons in future.

REPORT ON CORPORATE GOVERNANCE

A report on Corporate Governance, in accordance with Clause 49 of the Listing Agreement with the Stock Exchanges, is set out separately for the information of the shareholders.

ACKNOWLEDGEMENTS:

The Director wish to place on record their appreciate non for the whole hearted and sincere cooperation the company has received from its bankers, employees and various government agencies.

For and on behelp of the Board of Directors



(Navin Kumar Jain) (Adilya Parakh)

Place: Kolkata DIN No.:004658BS DIN NO.:00459679

Date: 29th May 2015

The Members,

The directors have pleasure in presenting the 32,nd Annual Report together with rhe Audited Accounts of the Company for the year ended 31st March 2011.

FINANCIAL HIGHLIGHTS:

PARTICULARS Year Ended Year Ended 31.03.2014 31.03.2013 (Rs) (Rs)

Operational & other income 54,929,915.00 19,056,747.13

Profit/ Loss Before Depreciation & Tax 630,073.00 3,298,606.89

Less: Depreciation 7,675.00 12,791.00

Provision for taxation 151,977.00 12,35,000.00

MAT Credit Entitlement earlier vear - -

Deferred Tax '' (555.00) 2901.00

Taxes for earlier years'' - 87,775,50

Pro fit/Loss after Depreciation &Tax 470,976.00 1,960,139.39

Balance brought forward for previous year 208,555,217.00 289,330,606.10

Appropriations

Amount transferred to NBFC Reserves 94,195.00 392,028.00

Bonus shares issued - 82,343,500.00

Balance Carried to Balance Sheet 208,931,998.00 208,555,217,49

OPERATIONS:

Net profit for the year under consideration is Rs.470, 976.00 as against Rs.,1,960,139.00 in the previous year. Company looks forward for better business opportunities for improvement in its operations.

DIVIDEND & APPROPRIATIONS:

The Board of Directors has decided not to recommend any dividend for die year ended 31st March, 2014,

The Company has transferred amount of Rs. 94,195/- (Ninety Four Thousand One Hundred and Ninety Five Only) to Statutory Reserve Fund Created in terms of Section 45-IC of the RBI AcL, 1934 during the year under review. However, the remaining part after setting aside statutory reserve fund amount from Profit & Loss Account has been transferred to Balance Sheet under the Reserves and Surplus.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the. listing Agreement entered into with the Stock Exchanges, the Company has complied with all the provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of this report. A certificate from Auditors of the Company regarding compliance of Corporate Governance, as stipulated under clause 49 of the Listing Agreement, is appended to the Annual Report.

DIRECTORS:

During the financial year under review, Mr. Suresh Pukhraj Jain was appointed as directors by the Shareholders at die 3G111 September, 2013, Annual General Meeting of die Company

SHIFTING OF REGISTERED ADDRESS

During the year Company has shifted it''s registered office address from Merlin Chambers, 18, British India Street, to 7, Mangoe Lane, 2m1 Floor, Room No. 212, Kolkata- 700001 with effect from 2,ul December, 2013 after requisite approval of ROC of West Bengal and other Statutory Authority.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement pursuant to the provisions of Section 217(2AA) of die Companies Act, 1956:

1. I hat in the preparation of the annual accounts, die applicable accounting standards have been followed along with proper explanation reladng to material departures, if anv;

2. That the Directors have 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 die Company at the end of the financial year and of the loss of the Company for the year under review;

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

4. ''That the Annual Accounts for the year ended 31March, 2014, have been prepared on a going concern basis.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL RESULTS

The Company does not have any subsidiary Company

MANAGEMENT DISCUSSION & ANALYSIS;

Management Discussion Sc Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented separately in the Annual Report.

AUDITORS:

M/s Sanghai & CO., Chartered Accountants, the Company''s Auditors will retire at the conclusion of die ensuing Annual Genera! Meeting and are eligible for re-appointment. Your Directors recommend their reappointment for the ensuing year.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of Energy and Technology'' Absorption:

in view of the nature of activities which . are being carried out by die Company, your Directors have nothing to state in connection with Conservation of Energy and technology'' Absorption as specified in Rules 2A and 2B of the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988.

(B) Foreign Exchange Earnings & Outgo

During die year under review, the Company did not have any Foreign Exchange Earnings or Outgo.

CORPORATE GOVERNBNCE:

As per Clause 49 of the Listing Agreement, the code of Corporate Governance is applicable to your Company. A detailed report oil Corporate Governance, declaration of Director and a certificate from a Practicing Chartered Accountant regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of die Listing Agreement is annexed and forms part of this report.

SECRETARIAL COMPLIANCE

Secretarial compliance Certificate as per section 383A of Companies Act, 4956 is placed as apnexure to tins report. No adverse comments have been made in die said report by the Practicing Company Secretary.

AUDITORS'' REPORT:

Observations made in the Auditors'' Report arc self explanatory and therefore, do nor call for any further comments under Section 217(3) of die Companies Act, 1956.

FIXED DEPOSITS:

-The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

PARTICULARS OF EMPLOYEES:

During the year under review, none of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act. 1956 and die rules made there under as amended.

LISTING ARRANGEMENT

The securities of the Company are listed on The Calcutta Stock Exchange Ltd. (Stock Code No. 011262). The annual listing fees for the year under review have been paid to stock exchange.

ACKNOWLEDGEMENTS:

The Director wish to place on record their appreciation for the whole hearted and sincere cooperation the. company has received from its bankers, employees and various government agencies.

For and on behalf of the Board of Directors (Navin Kumar Jain) (Aditya Parakh) Place: Kolkata DIN No,:00465888 DIN No.:00459679 Date: 20th May 2014

The Members,

The directors have pleasure in presenting the 31st Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2013.

FINANCIAL HIGHLIGHTS:

PARTICULARS Year Ended Year Ended 31.03.2013 31.03.2012 Rs.P. Rs. P.

Operational & other income 19,056,747.13 (6,925,780.55)

Profit/ Loss Before Depredation & Tax 3,298,606.89 (15,345,200.29)

Less: Depreciation 12,791.00 3,022.00

Provision for taxation 12,35,000.00 1,463,685.00

MAT Credit Entitlement earlier year - (48,671,330.00)

Deferred Tax 2901.00 -

Taxes for earlier years 87,775.50 (4.00)

Profit/I.oss after Depreciation &Tax 1,960,139.39 31,859,426.71

Balance brought forward for previous year 289,330,606,10 263, 843,064.39

Appropriations

Amount transferred to NBFC Reserves 392,028.00 6,371,885.00

Bonus shares issued 82,343,500.00 -

Balance Carried to Balance Sheet 208,555,217.49 289,330,606.10

OPERATIONS:

Met profit for the year under consideration is Rs.1,960,139.39 as against Rs. 31,859,426.71 the previous year. Company looks forward for better business opportunities for improvement in its operations.

DIVIDEND & APPROPRMTIONS:

- The Board of Directors has decided not to recommend any dividend for the vear ended 31st March, 2013.

During the year Mr. Navin Jain has been appointed as Managing Director with effect from 1st April 2013 subject to the approval of shareholders.

Mr. Tapan Sudani, Director of the Company redres by rotation at die ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your directors have pleasure in recommending die above appointment.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to die information and explanations obtained by diem, your Directors make the following statement pursuant to the provisions of Secnon 217(2AA) of the Companies Act, 1956:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates drat 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 die financial year and of the loss of die Company, for the year, under review;

i. I hat the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Annual Accounts for the year ended 31st March, 2013, have been prepared on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSTS:

Management Discussion & Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented separately in die Annual Report.

AUDITORS:

M/s Sanghai & CO., Chartered Accountants, the Company''s Auditors will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors recommend their reappointment for the ensuing year.

CONSERVATION OF ENERGY.

TECHNOLOGY ABSORPTION.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of Energy and Technology Absorption:

In view of die nature of activities which are being c:trried out by the Company, your Directors have notiiing to state in connection with Conservation of Energy7 and technology Absorption as specified in Rules 2A and 2B of the Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988.

(B) Foreign Exchange Earnings & Outgo

During the year under review, the Company did noL have any Foreign Exchange Earnings or Outgo. CORPORATE GOVERNENCE:

As per Clause 49 of the Listing Agreement, the code of Corporate Governance is applicable to your Company. A detailed report on Corporate Governance, declaration of Director and a certificate from a Practicing Chartered Accountant regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed and forms part of this report.

AUDITORS'' REPORT:

Observations made in die Auditors'' Report are self explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

FIXED DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and die rules made there under.

PARTICULARS OF EMPLOYEES:

During the year under review, none of die employees of the Company was in receipt of remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 and the rules made there under as amended.

LISTING ARRANGEMENT

The securities of die Company are listed on Calcutta Stock Exchange (Stock Code No. 011262). The annual listing fees for the year under review have been paid to The Stock Exchange, Calcutta.

ACKNOWLEDGEMENTS: ''

The Directors wish to place on record their appreciation for the performance of die employees of the Company during the year.

The Directors also express their gratitude to the bankers, government agencies, business Associates and shareholders for their co-operation and look forward to their continued support in the future.

For and on behalf of the Board of Directors (Navin Kumar Jain) (Aditya Parakh)

Place: Kolkata Date: 27th May 2013

The Members

The directors have pleasure in presenting the 30th Annual Report together with the Audited Accounts of the Company forthe year ended 31sr March''2012.

FINANCIAL HIGHLIGHTS:

PARTICULARS Year Ended Year Ended 31.03.2012 31.03.2011 Rs.P. Rs. P.

Operational & other income (6, 925,780.55) 26, 502, 380. 97

Profit/ Loss Before Depreciation &Tax (15,345,200.29) 5,480,983.01

Less: Depreciation 3,022,00 -

Provision for taxation 1,463,685 1,100,000

MAT Credit Entitlement earlier year (48,671,330.00) -

Deferred Tax - 203,150

Taxes for earlier (4.00) - years

Profit after Depredation &Tax 31,859,426.71 4,177,833.01

Balance brought forward for previous year 263, 843, 064.39 262, 421,213.38

Appropriations

Amount transferred to NBFC Reserves 6,371,885.00 835,567.00

Proposed Dividend - 1,646,870.00

Tax on Dividend - 2,73,545.00

Balance Carried to Balance Sheet 289,330,606.10 263,843,064.39

OPERATIONS:

Net profit for the year under consideration is Rs.3 i ,859,426.71 as against Rs.4,177,833.01 in the previous year. Company looks forward for better business opportunities for improvement in its operations.

DIVIDEND & APPROPRIATIONS:

The Board of Directors has decided not to recommend any dividend for the year ended 31st March,2012. Mr. Aditva Parakh, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your directors have pleasure in recommending the above appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors, make the following statement pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. Thar the Directors have selected such accounting policies and applied them consistendy 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 loss, of the Company for the year under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and. detecting fraud and other irregularities;

4. That the Annual Accounts for the year ended 31st March, 2012, have been prepared on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion & Analysis Reporr for the vear under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented separately in the Annual Report.

AUDITORS:

M/s Sanghai & CO., Chartered Accountants, the Company''s Auditors will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors recommend - their reappointment for the ensuing year.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of Energy and Technology Absorption:

In view of the nature of activities which are being carried out by the Company, your Directors have nothing to state in connection with Conservation of Energy and technology Absorption as specified in Rules 2A and 2B of the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988.

(B) Foreign Exchange Earnings & Outgo

During the year under review, the Company did not .have any Foreign Exchange Earnings or Outgo. CORPORATE GOVERNENCE:

As per Clause 49 of the Listing Agreement, the code of Corporate Governance is applicable to your Company. A detailed report on Corporate Governance, declaration of Director and a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed and forms parr of this report.

AUDITORS'' REPORT:

Observations made in the Auditors'' Report are self explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956

FIXED DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

PARTICUT ARS OF EMPLOYEES:

During the year under review, none of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under section 217 (2A) of the Companies Act, 1956 and the rules made there under as amended.

ACKNOWLEDGEMENTS:

The Directors wish to express their gratitude to the bankers, Clients, and all the Business Associates for their continuous support to the Company and to the Shareholders for the confidence reposed in the Company''s management. The Directors also convey their appreciation to all the employees at all levels for their enormous personal efforts as well as collective contribution.

For and behalf of the Directors,

(Naveen Kumar Jain) (Aditya Parakh)

Place: Kolkata Date : 28.05.2012