డైరెక్టర్ల నివేదిక Easy Fincorp Ltd.

Mar 31, 2025

Your Board of Directors is pleased to present the 40^th Annual Report together with the Company''s Audited Financial Statements and the Auditor''s report for the year ended 31^st March 2025.

? FINANCIAL RESULTS: in Lakhs)

Particulars	As on 31st March 2025	As on 31st March 2024
Revenue from Operations	-	-
Other Income	9.66	9.74
Total Income	9.66	9.74
Less: Expenses	12.80	15.08
Profit/ (Loss) before Depreciation, Finance Costs, Exception items and Tax Expenses	(3.14)	(5.34)
Less: Depreciation	-	-
Less: Finance Costs	14.55	13.46
Profit /(loss) before Exceptional items and Tax Expenses	(17.69)	(18.80)
Add/Less: Exceptional Items	-	-
Profit/ (Loss) before Tax Expense (PBT)	(17.69)	(18.80)
Less : Net Tax Expense(Current & Deferred)	(6.93)	(3.39)
Profit / (Loss) after Tax Expense (PAT)	(10.76)	(15.41)
Earnings per equity share: Basic	(4.39)	(6.29)
Earnings per equity share: Diluted	(4.39)	(6.29)

? STATE OF COMPANY AFFAIRS & OVERVIEW:

The equity shares of the company are listed on BSE Limited. The Company registered a total income of Rs. 9.66 lakhs as compared to Rs. 9.74 lakhs in the previous year and registered a Loss after tax of Rs. 10.76 lakhs as compared to a Loss after tax of Rs. 15.41 lakhs in the previous year. The Company has not earned any operating revenues during the period under review. During the year, the decline in losses is attributable to a decline in total expenses.

There was no change in the nature of business during the year. The Financial Statements for the year ended 31^st March, 2025 have been prepared in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (IND AS) specified under section 133 of the Companies Act, 2013, as amended (“the Act”) read with the Companies (Indian Accounting Standards) Rules, 2015.

? MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION:

There are no material changes and commitments affecting the financial position of the Company that have occurred between the close of the financial year ended 31st March, 2025 and the date of this Board''s Report.

? RESERVES:

Due to the losses during the year, the company has not transferred any amount to the reserve.

? DIVIDEND:

In view of the accumulated losses, your Directors regret their inability to recommend any dividend on the Preference or Equity Shares.

? SHARE CAPITAL:

During the year, there was no change in the issued, subscribed, and paid-up capital of the Company.

? HOLDING COMPANY, SUBSIDIARY COMPANY, AND ASSOCIATE COMPANIES:

Rainbow Investments Limited continues to remain the holding Company of your Company. The Company does not have any Subsidiaries or Associate Companies.

? ANNUAL RETURN:

In view of the amendment in provisions of Sections 92 and 134 of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Amendment Rules, 2021, effective from 5 ^th March, 2021, the Company has not annexed the Extract of Annual Return in the prescribed form (MGT-9) for the financial year ended on 31^st March, 2025 to this Report. The draft Annual return of the Company for the FY 24-25 is available on the website of the Company at the link: https://www.easyfincorp.com/images/pdf/anu report24-25.pdf

? PUBLIC DEPOSITS:

Your Company has not accepted any public deposits under Chapter V of the Companies Act, 2013.

? CORPORATE SOCIAL RESPONSIBILITY:

As the Company does not meet the criteria mentioned in section 135 of the Companies Act, 2013, the provisions of Corporate Social Responsibility are not applicable.

? AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013:

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025, which has a feature of recording audit trail (edit log) facility, and the same has operated throughout the year for all relevant transactions recorded in the software.

Further, during the year, the audit trail feature has not been tampered with, and the audit trail has been preserved by the Company as per the statutory requirements for record retention.

? PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of particulars of Investments made are provided in note no. 3 in the financial statement. Further, the Company has not given any loans or provided any guarantees or security during the financial year.

? CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company comprises six Non-Executive Directors, including two Independent Directors, Mr. Rama Chandra Kurup and Mr. Tarun Goyal.

Mr. Kedarisetty Naga Mahesh Kumar tendered his resignation as an Independent Director with effect from 15 th May 2024, citing advanced age and other personal commitments. Following his resignation, the Board, based on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Tarun Goyal as an Additional Non-Executive Independent Director with effect from 22nd May 2024. Subsequently, his appointment as an Independent Director for the first term of five years was approved by the shareholders at the 39th Annual General Meeting held on 9th August 2024.

Further, Mr. Raj Karan Daga was appointed as an Additional Non-Executive Director with effect from 30th August 2024. His appointment was regularized through a postal ballot, the results of which were declared on 28th November 2024. Meanwhile, Mr. Akhilanand Joshi resigned from the Board with effect from 31st August 2024 due to personal reasons and other professional commitments.

In terms of key managerial personnel changes, Mr. Giriraj Ratan Kothari resigned from the position of Company Secretary and Compliance Officer with effect from 31st July 2024 to pursue other career opportunities. The Board appointed Ms. Heena Dugar as the Company Secretary and Compliance Officer with effect from 24^th October 2024.

Mr. Ashish Kumar Chaudhuri was reappointed as Chief Executive Officer with effect from 1st October, 2024 upon completion of his previous term. Similarly, Mr. Subir Das was reappointed as Chief Financial Officer with effect from 1st December 2024. However, Mr. Subir Das subsequently resigned from his position with effect from 31st December 2024 to explore new professional opportunities. The Board, thereafter, appointed Mr. Sandeep Kumar Jhunjhunwala as Chief Financial Officer with effect from 17th March 2025.

Mr. Atul Lakhotia, (DIN: 00442901) retires by rotation, being eligible offers himself for reappointment at the ensuing AGM of the Company. Brief profile and other details of directors seeking re- appointment are provided at page no 12 of this Annual report.

? APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013:

Pursuant to the Companies (Management and Administration) Second Amendment Rules, 2023, Rule 9(4) has been inserted, mandating every company to designate a person responsible for furnishing and extending cooperation for providing information to the Registrar of Companies (ROC) or any other authority regarding beneficial interest in shares under Sections 89 and 90 of the Companies Act, 2013.

In compliance with the said provision, the Board, at its meeting held on 20^th May, 2025, appointed Mrs. Heena Dugar, Company Secretary and Compliance Officer, as the Designated Person for this purpose and shall be reported while filing annual return for this financial year.

? DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have provided declarations that they meet the criteria of independence as laid down u/s 149(6) of the Companies Act, 2013 & Regulation 16(1) (b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. They have also complied with the code for independent directors prescribed in Schedule IV of the Companies Act, 2013. Further, the Independent Directors have confirmed that they have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. The Board is of the opinion that their appointment conforms to the standards of integrity,

expertise, and experience and their deliberations and discussions are independent of the Management.

? DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTACY CODE 2016:

During the financial year under review, there were no application/s made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

? DATA PRIVACY, DATA PROTECTION, AND CYBERSECURITY

The Company is committed to upholding the highest standards of data privacy and protection. In light of the increasing reliance on digital infrastructure, the Company has implemented measures for cybersecurity and data protection policies, to match the evolving regulatory framework, including provisions under the Information Technology Act, 2000, and applicable data protection regulations.

The terms of reference of the Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013. The Chief Financial Officer and Chief Executive Officer are the permanent invitees to the Committee meetings, and the Company Secretary acts as the permanent secretary of this committee.

Your Company has a well-structured internal audit system commensurate with its size and operation. During the year, there was no occasion when the Board had not accepted the recommendations of the Audit Committee.

? DETAILS OF NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee of the Board of Directors consists of:

• Mr. Atul Lakhotia (Non-Executive Non-Independent Director)

• Mr. K. N. Mahesh Kumar (Independent Director) (Resigned on 15^th May, 2024)

• Mr. Rama Chandra Kurup (Independent Director)

• Mr. Tarun Goyal (Independent Director) (Appointed on 22^nd May, 2024)

The Company has in place a policy on the website of the company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the website of the Company at http://www.easyfincorp.com/board-policies.html

? ANNUAL PERFORMANCE EVALUATION:

The Board has adopted an evaluation framework on the recommendation of the Nomination & Remuneration Committee (NRC) for evaluating its own performance and as well as that of its Committees and Individual Directors. Accordingly, Performance Evaluation Templates were circulated to all the Directors covering the areas relevant to their functioning and evaluation of the performance of each Individual Director/Committee or Board as a whole. The Independent Directors carried out annual performance evaluations of the other Non-Executive Directors. The performance of each Committee was evaluated by the Board, and based on the report on evaluation received from respective Committees, a summarized report was shared with the Board for its review and feedback was given to each Director.

? PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended from time to time with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code. Details of Designated persons with their PAN was also uploaded with NSDL for the purpose of

freezing of trades during the trading window closure period. The code of Insider trading also available on the website of the company at http://www.easyfincorp.com/board-policies.html.

? DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the Regulators, Courts and Tribunals impacting the going concern status and the Company''s operations in the future.

? DETAILS OF ONE TIME SETTLEMENT WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the Financial year under review, there were NO one time settlement of Loans taken from Banks and Financial institutions.

? DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) of the Act, the Directors, to the best of their knowledge and belief, confirm that:

a) In the preparation of the annual accounts for the financial year ended 31^st March 2025, the applicable accounting standards have been followed along with a proper explanation relating to material departures;

b) appropriate accounting policies have been selected and applied consistently, and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual account has been prepared on a going-concern basis;

e) internal financial controls laid down by the directors have been followed by the Company, and that such internal financial controls were adequate and operating effectively and;

Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

? PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Hence, the provisions of Section 188 of the Act are not attracted. Thus, disclosure in Form AOC-2 is not required. Further, there are no materially significant Related Party Transactions during the year under review made by the Company with its Promoters, Directors, Key Managerial Personnels or other designated persons, which may have a potential conflict with the interest of the Company at large. Related Party Transactions, if any, are placed before the Audit Committee for its prior approval.

? PARTICULARS OF EMPLOYEES:

Particulars of employees as per Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as Annexure: I to this Report. There were no employees of the Company drawing remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Remuneration to Key Managerial Personnel were given in accordance with nomination and remuneration policy of the Company.

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

Considering the nature of your Company''s activities during the year under review, your Company did not consume energy of any significant level nor was there much scope for taking any measures for energy conservation, technology absorption and making any additional investment for the above purposes.

There have been no foreign exchange earnings or outgo during the year under review.

? VIGIL MECHANISM POLICY/ WHISTLEBLOWER POLICY:

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Company has framed a vigil mechanism policy and system of vigil mechanism to deal with instances of fraud and mismanagement, if any, and concerns about violation of the Company''s policies. The Policy is available on the website at http://www.easyfincorp.com/board-policies.html

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

The Company has zero tolerance towards sexual harassment at its workplace and has adopted a Policy for Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”) to provide a safe, secure and enabling environment, free from sexual harassment. The details of complaints received, disposed-off, and pending during the year are as under:

Complaints Received Complaints Disposed-Off Pending for more than 90 days

Nil Nil Nil

? MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER THE MATERNITY BENEFIT ACT 1961:

The Company confirms its compliance with the provisions of the Maternity Benefit Act, 1961. While no maternity cases were reported during the financial year 2024-25, the Company remains committed to extending all requisite benefits under the Act, including paid maternity leave, continued salary and service, nursing breaks, and flexible work options, to all eligible women employees as and when applicable.

? COST RECORDS AND COST AUDIT:

Neither the maintenance of Cost Records nor audit of cost records as required under Section 148 of the Companies Act, 2013 read with relevant rules made thereunder applies to the Company.

? STATUTORY AUDITOR:

M/s Ray & Ray Chartered Accountants (Firm Registration No.: 301072E) are appointed as the Statutory Auditors of the Company for the term of five consecutive financial years, i.e., to hold office till the conclusion of the AGM of the Company to be held in the year 2028.

The statutory auditor has submitted an unmodified opinion on the audit of financial statements for the financial year 2024-2025, and there is no qualification, reservation, or adverse remark given by the Auditor in their report. No instances of fraud have been reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013. The Report is enclosed with the financial statements in this Annual Report.

? SECRETARIAL AUDITOR:

Pursuant to Section 204 of the Companies Act, 2013 and the applicable rules, the Company has appointed M/s K. Arun & Co., Practicing Company Secretaries, Kolkata, as the Secretarial Auditor for the financial year 2024-2025. The Secretarial Audit Report, forming part of this Annual Report as ANNEXURE II, is self-explanatory and confirms that there are no qualifications, reservations, adverse remarks, or disclaimers.

As per Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance, including Regulation 24A, which mandates the appointment of a Secretarial Auditor for a continuous term of five years by approval of shareholders, are not applicable to the Company. This is due to the Company''s paid-up equity share capital and net worth being below the specified thresholds of ^10 crore and ^25 crore, respectively, in each of the last three financial years.

However, in compliance with Section 204 of the Companies Act, 2013, the Company has appointed a Secretarial Auditor for the financial year 2025-2026.

? SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India pursuant to Section 118 of the Companies Act, 2013.

? CORPORATE GOVERNANCE REPORT:

The company is having paid up equity share capital not exceeding Rs. 10 crore and net worth not exceeding Rs. 25 crores as on the last day of the previous three financial years, hence the provisions of regulation 15 of SEBI (LODR) Regulations, 2015 relating to the compliance with the corporate governance provisions as specified in regulations 17, 17A 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V do not apply to the company.

? COMPLIANCE WITH THE CODE OF CONDUCT:

The Company has adopted the “Code of Conduct for Board Members and Senior Management Personnel”. The Code of Conduct contains the duties of the Independent Directors as laid down in the Act. The Code is available on the website of the Company at http://www.easyfincorp.com/board-policies.html All the Directors and the Senior Management Personnel of the Company have given a declaration of compliance with the Company''s Code of Conduct in accordance with Regulation 26(3) of the SEBI Listing Regulations during the year ended 31^st March 2025.

? ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the valuable services rendered by the employees of the Company. The Directors would also like to express their appreciation and thanks

to the Bankers, Regulatory Authorities, and Shareholders for their continued support and cooperation.

---

Mar 31, 2024

Your Board of Directors is pleased to present the 39^th Annual Report together with the Company''s
Audited Financial Statements and the Auditor''s report for the year ended 31^st March 2024.

FINANCIAL RESULTS: R in Lakhs)

Particulars	As on 31st March 2024	As on 31st March 2023
Revenue from Operations	-	-
Other Income	9.74	8.09
Total Income	9.74	8.09
Less: Expenses	15.08	14.32
Profit/ (Loss) before Depreciation, Finance Costs, Exception items and Tax Expenses	(5.34)	(6.23)
Less: Depreciation	-	-
Less: Finance Costs	13.46	12.84
Profit /(loss) before Exceptional items and Tax Expenses	(18.80)	(19.07)
Add/Less: Exceptional Items	-	-
Profit/ (Loss) before Tax Expense (PBT)	(18.80)	(19.07)
Less : Net Tax Expense( Current & Deferred)	(3.39)	(3.14)
Profit / (Loss) after Tax Expense (PAT)	(15.41)	(15.93)
Earnings per equity share: Basic	(6.29)	(6.50)
Earnings per equity share: Diluted	(6.29)	(6.50)

STATE OF COMPANY AFFAIRS & OVERVIEW:

The equity shares of the company are listed on BSE Limited. The company has invested its surplus
fund in fixed deposits & securities. The Company registered a total income of Rs. 9.74 lakhs as
compared to Rs. 8.09 lakhs in the previous year and registered a Loss after tax of Rs. 15.41 lakhs
as compared to a Loss after tax of Rs. 15.93 lakhs in the previous year. During the year, the decline
in loss is attributable to a rise in other income. There was no change in the nature of business of
the Company and the Company has not earned any operating revenues during the period, under
review.

The Financial Statements for the year ended 31^st March, 2024 have been prepared in accordance
with the accounting principles generally accepted in India, including the Indian Accounting
Standards (IND AS) specified under section 133 of the Companies Act, 2013, as amended (“the
Act”) read with the Companies (Indian Accounting Standards) Rules, 2015.

ANNUAL PERFORMANCE REVIEW:

As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirements) Regulations 2015, the Board has carried out the annual evaluation of its own
performance, and of each of the Directors individually, including the independent directors, as well
as the working of its committees based on the criteria and framework adopted by the Board on the
recommendation of Nomination & Remuneration Committee Meeting.

OPPORTUNITIES AND THREATS:

India continues to shine as a bright spot. It is the fifth-largest economy in the world and is poised
to retain its position as the world''s fastest-growing major economy. Its GDP growth remained
buoyant at 7.3% in FY 2023-24 as against 7.2% in FY 2022- 23 was supported by robust domestic

demand, moderate inflation, a stable interest rate environment, and strong foreign exchange
reserves. The International Monetary Fund (IMF) commended India''s economic resilience, robust
growth, and notable progress in formalization and digital infrastructure. India''s economic outlook
is optimistic as it reaps the benefits of demographic dividend, physical and digital infrastructure
enhancements, increased capital expenditure and the government''s proactive policy measures
such as Production Linked Incentive (PLI) Schemes. According to the IMF, the Indian economy is
expected to expand steadily at 6.5% in 2024.

OUTLOOK:

Your Company is engaged in investment activities and other financial services during the year
under review, hence the requirement of segment-wise reporting is considered irrelevant. The
Company carries shares and securities in its books. Any change in fair value of financial
instruments are adjusted/reflected in other Comprehensive Income.

During the year, the Company does not have any operating revenues and other income mainly
comprises interest income on bank deposits. Your company has a proper and adequate system of
internal controls commensurate to the size of its operations to ensure that financial transactions
are properly authorized and reported correctly.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION:

There are no material changes and commitments, affecting the financial position of the Company
that have occurred between the close of the financial year ended 31st March, 2024 and the date of
this Board''s Report.

RESERVES:

Due to the losses during the year, the company has not transferred any amount to the reserve.
DIVIDEND:

In view of the accumulated losses, your Directors regret their inability to recommend any dividend
on the Preference or Equity Shares.

SHARE CAPITAL:

During the year, there was no change in the issued, subscribed and paid-up capital of the Company.

HOLDING COMPANY, SUBSIDIARY COMPANY AND ASSOCIATE COMPANIES:

Rainbow Investments Limited continues to remain the holding Company of your Company. The
Company does not have any Subsidiary or Associate Company.

ANNUAL RETURN:

In view of the amendment in provisions of Sections 92 and 134 of the Companies Act, 2013 and
Rule 12 of the Companies (Management and Administration) Amendment Rules, 2021, effective
from 5^th March, 2021, the Company has not annexed the Extract of Annual Return in the prescribed
form (MGT-9) for the financial year ended on 31^st March, 2024 to this Report.

The draft Annual return of the Company is available on the website of the Company at the link:
http://www.easyfincorp.com/images/pdf/anu report23-24.pdf

PUBLIC DEPOSITS:

Your Company has not accepted any public deposits under Chapter V of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY:

As the Company does not meet the criteria mentioned in section 135 of the Companies Act, 2013,
the provisions of Corporate Social Responsibility are not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of particulars of Investments made are provided in note no. 3 in the financial statement.
Further, the Company has not given any loan or provided any guarantee or security during the
financial year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors consists of Six Non-Executive Directors of which Mr. Rama Chandra Kurup
and Mr. Tarun Goyal are the Independent Directors.

Mr. Kedarisetty Naga Mahesh Kumar resigned as Independent Director of the company with effect
from 15^th May 2024 due to his old age and other pre-occupation. Consequently, the Board on the
recommendation of the Nomination and Remuneration Committee appointed Mr. Tarun Goyal as
Additional Non-Executive Independent Director of the company with effect from 22^nd May, 2024.
The Board also recommend his appointment as an Independent Director of the Company for the
first term of five years to the shareholders of the Company.

Mr. Ashish Kumar Chaudhuri was reappointed as Chief Executive Officer with effect from 1^st
October 2023 on the expiry of his previous term. Mr. Subir Das was reappointed as Chief Financial
Officer of the Company, with effect from 1^st December 2023 on the expiry of his previous term.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company had received declarations from the Independent Directors confirming that they
meet the criteria of Independence as prescribed under the provisions of Section 149(6) of the
Companies Act, 2013 and Regulation 16(1) (b) read with Regulation 25(8) of the SEBI Listing
Regulations. They have also complied with the code for Independent directors prescribed in
Schedule IV of the Companies Act, 2013. Further, the Independent Directors have confirmed that
they have included their names in the data bank of Independent Directors maintained with the
Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment & Qualification of Directors) Rules, 2014. The Board has taken on record
these declarations after undertaking the due assessment of the veracity of the same.

NUMBER OF MEETINGS OF THE BOARD:

Durins the year following Seven (7) meetings of the Board of Directors were convened and held.

Attendance of Director''s
NAME OF DIRECTOR	AGM 30th Aug 2023	1BM	2BM	3BM	4BM	5BM	6BM	7BM	BOARD MEETING HELD DURING THE YEAR	A T T E N D	% of Attendance
		22nd May 2023	25th Jul 2023	9th Aug 2023	28th Sep 2023	3rd Nov 2023	23rd Nov 2023	6th Feb 2024
Mr. R. Dey	Y	Y	Y	Y	Y	Y	Y	Y	7	7	100
Mr. A. Lakhotia	Y	Y	Y	Y	Y	Y	Y	Y	7	7	100
Mr. A. Joshi	Y	Y	Y	Y	Y	Y	Y	Y	7	7	100
Mrs. J. Shrestha	Y	Y	Y	Y	Y	Y	Y	Y	7	7	100
Mr. K N. M. Kumar	X	Y	Y	Y	Y	Y	Y	Y	7	7	100
Mr. R. C. Kurup	Y	Y	Y	Y	Y	Y	Y	Y	7	7	100

AUDIT COMMITTEE:

The Audit Committee of the Board of Directors consists of:

• Mr. Atul Lakhotia (Non-Executive Non-Independent Director)

• Mr. K. N. Mahesh Kumar (Independent Director) (Resigned on 15^th May, 2024)

• Mr. Rama Chandra Kurup (Independent Director)

• Mr. Tarun Goyal (Independent Director) (Appointed on 22^nd May, 2024)

During 2023-2024, Four (4) Audit committee meetings were held. Details are as follows:

NAME OF DIRECTOR	1	2	3	4	HELD DURING THE TENURE	A T T E N D	% OF ATTENDANCE
	22nd May 2023	gth Aug 2023	3rd Nov 2023	6th Feb 2024
Mr. Atul Lakhotia	S	S	S	S	4	4	100
Mr. K. N. M. Kumar	S	S	S	S	4	4	100
Mr. R. C. Kurup	S	S	S	S	4	4	100

The terms of reference of the Committee are in accordance with the provisions of Section 177 of
the Companies Act, 2013. Chief Financial Officer and Chief Executive Officer are the permanent
invitees to the Committee meetings and Company Secretary acts as the permanent secretary of
this committee.

Your Company has a well-structured internal audit system commensurate with its size and
operation. During the year, there was no occasion when the Board had not accepted the
recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Board of Directors consists of:

• Mr. Atul Lakhotia (Non-Executive Non-Independent Director)

• Mr. K. N. Mahesh Kumar (Independent Director) (Resigned on 15^th May, 2024)

• Mr. Rama Chandra Kurup (Independent Director)

• Mr. Tarun Goyal (Independent Director) (Appointed on 22^nd May, 2024)

During 2023-2024, Three (3) N & R committee meetings were held. Details are as follows:

NAME OF DIRECTOR	1	2	3	HELD DURING THE YEAR	A T T E N D	% OF ATTENDANCE
	22nd May 2023	28th Sep 2023	23rd Nov 2023
Mr. Atul Lakhotia	S	S	S	3	3	100
Mr. K. N. M. Kumar	S	S	S	3	3	100
Mr. R. C. Kurup	S	S	S	3	3	100

The Company has in place a policy on the website of the company on directors'' appointment
and remuneration including criteria for determining qualifications, positive attributes,
independence of a director and other matters, as required under the provisions of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
available on the website of the Company at http://www.easyfincorp.com/board-policies.html

ANNUAL PERFORMANCE EVALUATION:

The Board has adopted an evaluation framework on the recommendation of the Nomination &
Remuneration Committee (NRC) for evaluating its own performance and as well as that of its

Committees and Individual Directors. Accordingly, Performance Evaluation Templates were
circulated to all the Directors covering the areas relevant to its functioning and evaluation of the
performance of each Individual Director/Committee or Board as a whole. The Independent
Directors carried out annual performance evaluations of the other Non-Executive Directors. The
performance of each Committee was evaluated by the Board and based on the report on evaluation
received from respective Committees a summarized report was shared with the Board for its
review and feedback was given to each Director.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended from
time to time with a view to regulate trading in securities by the Directors and designated
employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares
and prohibits the purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to the
Company and during the period when the T rading Window is closed. The Board is responsible for
implementation of the Code. All Board Directors and the designated employees have confirmed
compliance with the Code.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS
AND TRIBUNALS:

No significant and material order has been passed by the Regulators, Courts and Tribunals
impacting the going concern status and the Company''s operations in the future.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) of the Act, the Directors, to the best of their knowledge and belief,
confirm that:

a) In the preparation of the annual accounts for the financial year ended 31^st March 2024, the
applicable accounting standards have been followed along with proper explanation
relating to material departures;

b) appropriate accounting policies have been selected and applied consistently and
judgments and estimates have been made that are reasonable and prudent to give a true
and fair view of the state of affairs of the Company at the end of the financial year and of
the loss of the Company for the period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

d) the annual account has been prepared on a going-concern basis;

e) internal financial controls laid down by the directors have been followed by the Company
and that such internal financial controls were adequate and operating effectively and;

f) Proper systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions that were entered into during the financial year were on an arm''s
length basis and were in the ordinary course of business. Hence, the provisions of Section 188 of
the Act are not attracted. Thus, disclosure in Form AOC-2 is not required. Further, there are no
materially significant Related Party Transactions during the year under review made by the
Company with its Promoters, Directors, Key Managerial Personnel or other designated persons,

which may have a potential conflict with the interest of the Company at large. Related Party
Transactions, if any, are placed before the Audit Committee for its approval.

PARTICULARS OF EMPLOYEES:

Particulars of employees as per Rule 5(1) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are given as Annexure - I to this Report.

There were no employees of the Company drawing remuneration in excess of limits prescribed
under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

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

Considering the nature of your Company''s activities during the year under review, your Company
did not consume energy of any significant level nor was there much scope for taking any measures
for energy conservation, technology absorption and making any additional investment for the
above purposes.

There have been no foreign exchange earnings or outgo during the year under review.

INTERNAL FINANCIAL CONTROLS:

The Company has an adequate Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope of the Internal Audit function is well defined in the
engagement letter of the internal auditor duly approved by the Audit Committee. To maintain its
objectivity and Independence, the Internal Auditor reports to the Audit Committee. The Internal
Auditor evaluates the adequacy of the internal control system in the Company based on statement
of operation procedure, instruction manuals, accounting policy and procedure.

RISK MANAGEMENT:

The Company''s activities expose it to a variety of financial risks, including market risk, credit risk
and liquidity risk. The Company continues to focus on a system-based approach to business risk
management. The Company''s financial risk management process seeks to enable the early
identification, evaluation and effective management of key risks facing the business. Backed by
strong internal control systems, the current Risk Management System rests on policies and
procedures issued by appropriate authorities; process of regular reviews / audits to set
appropriate risk limits and controls; monitoring of such risks and compliance confirmation for the
same.

The Company has laid out a proper mechanism in place to identify the elements of business and
other risks and a risk management system to ensure compliance with the applicable laws and
relevant standards. In the opinion of the Board, there is no such risk which may threaten the
existence of the Company.

VIGIL MECHANISM POLICY/ WHISTLEBLOWER POLICY:

In compliance with the provisions of Section 177(9) of the Companies Act, 2013 the Company has
framed a vigil mechanism policy and system of vigil mechanism to deal with instances of fraud and
mismanagement, if any, and concerns about violation of the Company''s policies. The Policy is
available on the website at http://www.easyfincorp.com/board-policies.html

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

The Company has in place a policy in line with the requirements of the Sexual Harassment of
Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 covering all the
employees at the workplace. All women employees (permanent, temporary, contractual and
trainees) are covered under this Policy. All employees are treated with dignity to maintain an
environment free of sexual harassment whether physical, verbal or psychological. No complaints
were received or remained pending disposal during the year under review. The Policy is available
on the website at http://www.easyfincorp.com/board-policies.html

COST RECORDS AND COST AUDIT:

Neither maintenance of Cost Records nor audit of cost records as required under Section 148 of
the Companies Act, 2013 read with relevant rules made thereunder applies to the Company.

STATUTORY AUDITOR:

M/s Ray & Ray Chartered Accountants (Firm Registration No.: 301072E) are appointed as the
Statutory Auditors of the Company for the term of five consecutive financial years, i.e., to hold
office till the conclusion of the AGM of the Company to be held in the year 2028.

The statutory auditor has submitted an unmodified opinion on the audit of financial statements
for the financial year 2023-2024 and there is no qualification, reservation, or adverse mark of
disclaimer given by the Auditor in their report. No instances of fraud have been reported by the
Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013. The Report
is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDITOR:

M/s K. Arun & Co. Practicing Company Secretaries, Kolkata is appointed as Secretarial Auditor of
the Company for the financial year 2023-2024, as required under Section 204 of the Companies
Act, 2013 and Rules thereunder.

The attached Secretarial Audit Report marked as Annexure II, which forms part of this Report, is
self-explanatory and does not contain any qualification, reservation, adverse remark or disclaimer
that requires our further comments.

SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial
Standards, issued by the Institute of Company Secretaries of India pursuant to Section 118 of the
Companies Act, 2013.

CORPORATE GOVERNANCE REPORT:

The company is having paid up equity share capital not exceeding rupees ten crore and net worth
not exceeding rupees twenty-five crore, as on the last day of the previous financial year, hence the
provisions of regulation 15 of SEBI (LODR) Regulations, 2015 relating to the compliance with the
corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A,
25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E
of Schedule V, do not apply to the company.

ANALYTICAL RATIOS:

All the financial ratios have been provided in the Note No. 19 of Financial Statement & page no. 58
of the Annual report.

BUSINESS SEGMENT ANALYSIS:

During the period under review, the Company''s activities were majorly restricted to investing its
surplus funds in fixed deposits and securities. The Company is engaged in a single business
segment & is operating within a single geographical area in India.

Comment on the current year''s performance:

T otal Income	The total income of the Company has increased in comparison to the previous year due to higher interest income earned on the fixed deposit.
Operating Expenses	Operating & Administrative expenses have marginally increased in comparison to the previous year.
Operating Profit	Due to increase in operating expenses, operating Profits declined during the year by 14.28% from the previous year.
Finance cost	Finance costs have marginally increased during the year
Net Profit	Net profits of the Company has declined during the year due to increase in finance cost & operating expenses.

COMPLIANCE WITH THE CODE OF CONDUCT:

The Company has adopted the “Code of Conduct for Board Members and Senior Management
Personnel”. The Code of Conduct contains the duties of the Independent Directors as laid down in
the Act.

The Code is available on the website of the Company at http://www.easyfincorp.com/board-
policies.html All the Directors and the Senior Management Personnel of the Company have given
a declaration of compliance with the Company''s Code of Conduct in accordance with Regulation
26(3) of the SEBI Listing Regulations during the year ended 31^st March 2024.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the valuable services rendered by
the employees of the Company. The Directors would also like to express their appreciation and
thanks to the Bankers, Regulatory Authorities, and Shareholders for their continued support and
cooperation.

On Behalf of the Board of Directors

Place: Kolkata

Date: 22^nd May 2024 Akhilanand Joshi Atul Lakhotia

Director Director

DIN:07041418 DIN: 00442901

---

Mar 31, 2014

Dear Members,

The Directors present the Twenty Ninth Annual Report together with Audited Accounts for the year ended 31st March 2014.

1. FINANCIAL RESULT:

(Amount in Rs.)

Year ended Year ended 31st March 2014 31st March 2013

Total Income 11,09,293 10,07,229

Profit / (Loss) before tax 8,44,208 7,66,423

Prior Year Adjustment - -

Provision for Taxation 2,06,884 1,57,547

Profit / (Loss) after tax 6,37,324 6,08,876

Profit / (Loss) brought forward (3,11,40,410) (3,17,49,287)

Profit / (Loss) Carried to Balance Sheet (3,05,03,086) (3,11,40,410)

2. DIVIDEND :

In view of inadequate profits, your directors do not recommend any dividend for the year ended 31st March 2014.

3. OPERATIONAL REVIEW :

The Company registered a total income of Rs.11,09,293 as compared to Rs.10,07,229/- in the previous year. The Company registered a profit after tax of Rs.6,37,324/- as compared to Rs.6,08,876/- in the previous year.

4. CORPORATE GOVERNANCE :

Since the listed paid up equity share capital of the Company is less than Rs.3.00crores, the norms setup by the stock exchange for corporate governance is not applicable to the Company.

5. DIRECTORS :

Shri Subhrangshu Chakrabarti resigned as director of the company w.e.f. 29/01/2014. The board places on record its appreciation for the services rendered by Shri Subhrangshu Chakrabarti during his tenure as Director.

Shri Harish Toshniwal resigned as director of the company w.e.f. 29/01/2014. The board places on record its appreciation for the services rendered by Shri Harish Toshniwal during his tenure as Director.

Shri Hemant Sajjankumar Goenka was appointed as a Director of the company w.e.f. 29/01/2014 on casual vacancy created on resignation of Shri Subhrangshu Chakrabarti as director whose period of office was liable to determination by retirement of directors by rotation. Shri Hemant Sajjankumar Goenka holds office only up to the date of the ensuing Annual General Meeting. The company has received requisite notice in writing from a member proposing his name for the office of Director.

Shri Lalit Kumar Chandalia was appointed as an Additional Director of the company w.e.f. 29/01/2014. In terms of section 161of the Companies Act, 2013, Shri Lalit Kumar Chandalia holds office only up to the date of the ensuing Annual General Meeting. The company has received requisite notice in writing from a member proposing his name for the office of Director.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

Your Directors confirm:-

i) that in the preparation of the Annual Accounts the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended March,31 2014 and of the Profit of the Company for that year;

iii) that Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the Annual Accounts on a going concern basis.

7 AUDITORS:

M/s. U. B. Sura & Co., Chartered Accountants of the Company retire at the ensuing Annual General Meeting and have given their consent for re- appointment for 3 years from the date of this Annual General Meeting. The members will be required to appoint auditors for the next three years and fix their remuneration.

As required under the provisions of section 224 of the Companies act, 1956 the company has obtained a written confirmation from the above Auditors proposed to be re- appointed to th effect that their re- appointment, if made at the ensuing Annual General Meeting will be within the limits specified in section 224(1B) of the Companies Act, 1956

8 CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT AND

TECHNOLOGY ABSORPTION:

Since the Company is not a manufacturing Company, the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, research and development and technology absorption are not applicable. There were no foreign exchange earnings or outgo during the year under review.

9. PARTICULARS OF EMPLOYEES:

The Company does not have any employee whose particulars are required to be given under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of Employees) Rules, 1975, as amended up to date.

10. ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the support received from banks, shareholders and employees for their continued support.

For and on behalf of the Board

Sd/- Place : Mumbai Date : 28th May, 2014 Director

---

Mar 31, 2013

TO THE MEMBERS OF EASY FiNCORP LTD.

The Directors present the Twenty Eight Annual Report together with Audited Accounts for the year ended 31st March 2013.

1. FINANCIAL RESULT:

(Amount in Rs.)

Year ended Year ended 31st March 2013 31st March 2012

Total Income 10,07,229 13,12,527

Profit / (Loss) before tax 7,66,423 10,90,272

Prior Year Adjustment

Provision for Taxation 1,57,547 2,07,751

Profit / (Loss) after tax 6,08,877 8,82,521

Profit / (Loss) brought forward (3,17,49,287) (3,26,31,808)

Profit / (Loss) Carried to Balance Sheet (3,11,40,410) (3,17,49,287)

2. DIVIDEND :

In view of inadequate profits, your directors do not recommend any dividend for the year ended 31st March 2013.

3. OPERATIONAL REVIEW :

The Company registered a total income of Rs. 10,07,229 as compared to Rs.13,12,527 in the previous year. The Company registered a profit after tax of Rs.6,08,877 as compared to Rs.8,82,521 in the previous year.

4. CORPORATE GOVERNANCE :

Since the listed paid up equity share capital of the Company is less than Rs.3.00crores, the norms setup by the stock exchange for corporate governance is not applicable to the Company.

5. DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Manab Chaudhuri retires by rotation and being eligible, offers himself for reappointment.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

Your Directors confirm:-

i) that in the preparation of the Annual Accounts the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended March,31 2013 and of the Profit of the Company for that year;

iii) that Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the Annual Accounts on a going concern basis.

7 AUDITORS:

M/s. U. B. Sura & Co., Chartered Accountants of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment. Members are requested to appoint Auditors and to fix their remuneration.

8 CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION:

Since the Company is not a manufacturing Company, the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, research and development and technology absorption are not applicable. There were no foreign exchange earnings or outgo during the year under review.

9. PARTICULARS OF EMPLOYEES:

The Company does not have any employee whose particulars are required to be given under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of Employees) Rules, 1975, as amended up to date.

10. ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the support received from banks, shareholders and employees for their continued support.

For and on behalfjaf the Board.

Place : Mumbai Harsih Toshniwal

Date :30th May, 2013 Director

---

Mar 31, 2012

TO THE MEMBERS OF EASY FINCORP LTD,

The Directors present the Twenty Seventh Annual Report together with Audited Accounts for the year ended 31st March 2012.

1. FINANCIAL RESULT:

(Amount in Rs.)

Year ended Year ended 31st March 2012 31st March 2011

Total Income 13,12,527 11,79,206

Profit / (Loss) before tax 10,90,272 10,00,413

Prior Year Adjustment - 1,794

Provision for Taxation 2,07,751 1,85,476

Profit / (Loss) after tax 8,82,521 8,13,143

Profit / (Loss) brought forward (3,26,31,808) (3,34,44,951)

Profit / (Loss) Carried to Balance Sheet (3,17,49,287) (3,26,31,808)

2. DIVIDEND:

In view of inadequate profits, your directors do not recommend any dividend for the year ended 31st March 2012.

3. OPERATIONAL REVIEW:

The Company registered a total income of Rs.13,12,527 as compared to Rs. 11,79,206 in the previous year. The Company registered a profit after tax of Rs.8,82,521 as compared to Rs.8,13,143 in the previous year.

4. CORPORATE GOVERNANCE :

Since the listed paid up equity share capital of the Company is less than Rs.3.00crores, the norms setup by the stock exchange for corporate governance is not applicable to the Company.

5. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri S. Chakrabarti retires by rotation and being eligible, offers himself for reappointment.

6. DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors confirm:-

i) that in the preparation of the Annual Accounts the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended March,31 2012 and of the loss of the Company for that year;

iii) that Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the Annual Accounts on a going concern basis.

7 AUDITORS:

M/s. U. B. Sura & Co., Chartered Accountants of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment. Members are requested to appoint Auditors and to fix their remuneration.

8 CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION:

Since the Company is not a manufacturing Company, the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, research and development and technology absorption are not applicable. There were no foreign exchange earnings or outgo during the year under review.

9. PARTICULARS OF EMPLOYEES:

The Company does not have any employee whose particulars are required to be given under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of Employees) Rules, 1975, as amended up to date.

10. ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the support received from banks, shareholders and employees for their continued support.

For and on behalf of the Board

Place: Mumbai Harish Toshniwal

Date : 30th May, 2012 Director

---

Mar 31, 2011

The Directors present the Twenty Fifth Annual Report together with Audited Accounts for the year ended 31st March 2011.

1. FINANCIAL RESULT:

(Amount in Rs.)

Year ended Year ended 31st March 2011 31st March 2010

Total Income 11,79,206 11,42,239

Profit / (Loss) before tax 10,00,413 10,38,240

Prior Year Adjustment 1,794 0

Provision for Taxation 1,85,476 1,60,408

Profit / (Loss) after tax 8,13,143 8,77,832

Profit / (Loss) brought forward (3,44,44,951) (3,43,22,783)

Profit / (Loss) Carried to Balance Sheet (3,26,31,808) (3,34,44,951)

2. DIVIDEND :

In view of inadequate profits, your directors do not recommend any dividend for the year ended 31st March 2011.

3. OPERATIONAL REVIEW :

The Company registered a total income of Rs. 11,79,206 as compared to Rs. 11,42,239 in the previous year. The Company registered a profit after tax of Rs.8,13,143 as compared to Rs.8,77,831 in the previous year.

4. CORPORATE GOVERNANCE :

Since the listed paid up equity share capital of the Company is less than Rs.3.00crores, the norms setup by the stock exchange for corporate governance is not applicable to the Company.

5. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Harish Toshniwal retires by rotation and being eligible, offers himself for reappointment.

6. DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors confirm:-

i) that in the preparation of the Annual Accounts the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended March,31 2011 and of the loss of the Company for that year;

iii) that Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the Annual Accounts on a going concern basis.

7 AUDITORS:

M/s. U. B. Sura & Co., Chartered Accountants of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment. Members are requested to appoint Auditors and to fix their remuneration.

8 CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION:

Since the Company is not a manufacturing Company, the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, research and development and technology absorption are not applicable. There were no foreign exchange earnings or outgo during the year under review.

9. PARTICULARS OF EMPLOYEES:

The Company does not have any employee whose particulars are required to be given under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of Employees) Rules, 1975, as amended up to date.

10. ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the support received from banks, shareholders and employees for their continued support.

For and on behalf of the Board

Sd/-

Place : Mumbai S Chakrabarti

Date : 29th August, 2011 Director

---

Mar 31, 2010

The Directors present the Twenty Fifth Annual Report together with Audited Accounts for the year ended 31st March 2010.

1. FINANCIAL RESULT:

(Amount in Rs.)

Year ended Year ended 31st March 2010 31st March 2009

Total Income 11,42,239 10,98,790

Profit/(Loss) before tax 10,38,239 10,05,521

Less : Fringe Benefit Tax 0 0

Prior Year Adjustment 0 0

Provision for Taxation 1,60,408 1,03,569

Profit/(Loss) after tax 8,77,831 9,01,952

Profit / (Loss) brought forward (3,43,22,783) (3,52,24,735)

Profit / (Loss) Carried to Balance Sheet (3,34,44,951) (3,43,22,783)

2. DIVIDEND:

In view of inadequate profits, your directors do not recommend any dividend for the year ended 31st March 2010.

3. OPERATIONAL REVIEW:

The Company registered a total income of Rs.11,42,239 as compared to Rs. 10,98,790 in the previous year. The Company registered a profit after tax of Rs.8,77,831 as compared to Rs.9,01,952 in the previous year.

4. CORPORATE GOVERNANCE :

Since the listed paid up equity share capital of the Company is less than Rs.3.00crores, the norms setup by the stock exchange for corporate governance is not applicable to the Company.

5. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Manab Chaudhuri retires by rotation and being eligible, offers himself for reappointment.

6. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors confirm:-

i) that in the preparation of the Annual Accounts the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied then consistently and made judgement and estimates that are reasonable and pruder so as to give a true and fair view of the state of affairs of the Company for th< financial year ended March,31 2010 and of the loss of the Company for that year;

iii) that Directors have taken proper and sufficient care for the maintenance c adequate accounting records in accordance with the provisions of Companies Acl 1956 for safeguarding the assets of the company and for preventing and detectini fraud and other irregularities;

iv) that the Directors have prepared the Annual Accounts on a going concern basis.

7 AUDITORS:

M/s. U. B. Sura & Co., Chartered Accountants of the Company retire at the ensuin< Annual General Meeting and are eligible for reappointment. Members are requestei to appoint Auditors and to fix their remuneration.

8 CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT ANt TECHNOLOGY ABSORPTION:

Since the Company is not a manufacturing Company, the Companies (Disclosure o Particulars in the Report of Board of Directors) Rules, 1988 relating to conservatioi of energy, research and development and technology absorption are not applicable There were no foreign exchange earnings or outgo during the year under review.

9. PARTICULARS OF EMPLOYEES:

The Company does not have any employee whose particulars are required to be given under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of Employees) Rules, 1975, as amended up to date.

10. ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the support received from banks shareholders and employees for their continued support.

For and on behalf of the Board

Sd/-

Place : Mumbai Harsih Toshniwal

Date :26th July, 2010 Director