డైరెక్టర్ల నివేదిక Nisus Finance Services Co. Ltd.

Mar 31, 2025

The Board of Directors take pleasure in presenting the Twelfth Annual Report covering the highlights of the business
and operations of Nisus Finance Services Co Limited (the “Company”) along with the Audited Financial Statements of the
Company (standalone and consolidated) for the financial year ended 31^st March, 2025.

HIGHLIGHTS OF FINANCIAL PERFORMANCE:

Particulars	Standalone		Cconsolidated
	31st March, 2025	31st March, 2024	31st March, 2025	31st March, 2024
Income
Revenue from operations	3071.12	2794.43	6561.93	4302.84
Other income	567.94	786.40	168.10	0.75
Total revenue	3639.06	3580.83	6730.03	4303.59
Less: Expenses	1113.56	549.83	2622.96	782.74
Profit/(Loss) before Exceptional and Extraordinary Item and Tax (C=A-B)	2525.50	3031.00	4107.07	3520.85
Less: Exceptional Items	-	86.48	-	86.48
Add: Profit/(Loss) (net) of associate companies	-	-	33.67	3.90
Profit/(Loss) Before Tax	2525.50	2944.52	4140.74	3438.27
Less: Tax Expenses
- Current Tax	549.36	564.29	905.61	1034.23
- Deferred Tax	(1.77)	(1.79)	(23.92)	(1.32)
- Prior period Tax	-	-	0.71	-
Profit/Loss After Tax	1977.91	2382.02	3258.34	2405.36
APPROPRIATION
Interim Dividend	-	-	-	-
Final Dividend	-	-	-	-
Tax on Distribution of Dividend	-	-	-	-
Balance carried to Balance Sheet	1977.91	2382.02	3258.34	2405.36
Earnings Per Share	9.90	13.06	16.31	13.19
Diluted Earnings Per Share	9.90	12.76	16.31	12.88

*Previous year figures have been regrouped / rearranged wherever necessary.

Nisus Finance Services Co Limited (Formerly known
as Nisus Finance Services Co Private Limited) (CIN:
L65923MH2013PLC247317), has been incorporated under
Company Act, 2013 in the State of Maharashtra on 21^st
August, 2013 with an object to carry on the business of
providing consulting and advisory services in the field of
real estate, infrastructure, financial services pertaining to
project development support, maintenance, management,
administration, research, maintenance of date base, and
planning, auctioneering, surveying, valuation, sourcing,
agency and marketing.

The financial statements for the FY25 have been prepared
in accordance with the applicable Accounting Standards
as prescribed under the Companies Act, 2013 read with
rules framed thereunder (the “Act”) and other accounting
principles generally accepted in India.

The highlights of the Company’s performance are as
under:

The standalone financial statements of the Company
reflect the performance of the Company on standalone
basis.

During the year under review, the Company''s total income
on a standalone basis was ^ 3,639.06/- lakhs as against ^
3580.83/- lakhs in the previous F.Y. 2023-24. The Company
has earned a net profit of ^ 1977.91/- lakhs during F.Y.25
against a net profit of ^2382.02/- lakhs in the previous
F.Y.24 on a Standalone basis.

The consolidated financial statements of the Company
include the performance of its subsidiaries and depicts the
comprehensive performance of the group.

During the year under review, the Company''s total income
on a consolidated basis was ^6730.03/- lakhs as against ^
4303.58/- lakhs in the previous FY 2023-24. The Company
has earned a net profit of ^ 3258.34/- lakhs during F.Y. 25
against a net profit of ^2405.36/- lakhs in the previous
F.Y.24 on a Consolidated basis.

CONSOLIDATED FINANCIAL STATEMENTS:

The audited consolidated financial statements together
with the Independent Auditor''s Report thereon forms a
part of the Annual Report.

Pursuant to the provisions of Section 136 of the Act, the
Company will make available the said financial statements

of the subsidiary companies upon a request by any member
of the Company. The members can place a request by
sending an e-mail at [email protected] up to the date of
the 12^th Annual General Meeting. The financial statements
(Standalone and Consolidated) of the Company, along with
other relevant documents and the financial statements of
the subsidiary companies would also be available on the
Company''s website at https://www.nisusfin.com/.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in
nature of the Business of the Company.

SHARE CAPITAL AND CHANGES THEREON:

The Authorised Share Capital of the Company as on 31^st
March, 2025 was ^25,00,00,000/- divided into 2,50,00,000
Equity shares.

The Paid-up share capital of the Company as on 31^st March,
2025 was ^23,87,81,000/- divided into 2,38,78,100 Equity
Shares.

Increase in Authorised Share Capital during the year:

During the year company has increased its authorized
capital from ^2,50,00,000/- (Rupees Two Crores fifty Lakh
Rupees Only) to ^25,00,00,000/- (Rupees Twenty-Five
Crores Rupees Only), which was approved by the members
of the Company at the Extra-Ordinary General Meeting
held on 13^th April, 2024.

Increase in Paid Up Share Capital during the year:

During the year the Paid-up Share Capital of the Company
was increased from ^1,07,25,000/- (Rupees One Crores
Seven Lakhs Twenty-Five Thousand Rupees Only) to
^23,87,81,000/- (Rupees Twenty-Three Crores Eighty-
Seven Lakhs Eighty-One Thousand Rupees Only) by
following ways;

a. During the year, the Company has allotted 1,71,60,000
(One Crore Seventy One Lakhs Sixty Thousand) Equity
Shares of ^10/- each by way of Bonus Issue vide
Allotment Resolution dated 15^th May, 2024.

b. During the year, the company has allotted the
56,45,600 (Fifty-Six Lakhs Forty Five Thousand
Six Hundred) Equity Shares of ^ 10/- each through
Fresh Issue (IPO) vide Allotment Resolution dated 9^th
December, 2024.

CONVERSION OF PRIVATE COMPANY TO PUBLIC
COMPANY:

During the year under review, according to Section
13,14, and 18 and other applicable provisions under the
Companies Act, 2013, the Company by way of approval
of the Shareholders vide dated 23^rd May, 2024 was
converted from “Private Limited” to “Public Limited” and
consequently the name of the Company was changed
from “Nisus Finance Services Co Private Limited” to “Nisus
Finance Services Co Limited”.

LISTING INFORMATION:

The Equity Shares of the Company are listed with BSE
SME Platform and in dematerialized form. The ISIN of the
Company is INE0DQN01013.

The Shares of the Company were listed on Bombay Stock
Exchange SME platform, Mumbai on 11^th December, 2024.
The Company has paid the annual listing fee for the financial
year 2024-2025. The Equity Shares of the Company has
the electronic connectivity under ISIN: INE0DQN01013.
To provide service to the Shareholders, the Company
has appointed M/s. Skyline Financial Services Private
Limited, D-153A, 1st Floor, Okhla Industrial Area, Phase-I,
New Delhi-110020 as Registrar and Transfer Agent (RTA)
& Share Transfer Agent (STA) of the Company through its
Board Resolution dated 15^th May, 2024 for its Members /
Investors and for Electronic Connectivity with NSDL and
CDSL.

Due to listing of shares of the Company the status of
Company changed from Unlisted Public Company to
Listed Company, hence the CIN of the Company has
been changed from U65923MH2013PLC247317 to
L65923MH2013PLC247317.

WEBSITE OF THE COMPANY:

In accordance with the provisions of the Companies Act,
2013 and applicable rules, the Company maintains a
functional website at https://www.nisusfin.com/, which
contains relevant information about the Company, including
details of its business, financial information, shareholding
pattern, policies, codes, and other statutory disclosures as
required under applicable laws.

TRANSFER TO RESERVES:

The Company has not transferred any amount to general
reserves during the financial year under review.

DIVIDEND:

In compliance with the provisions of Companies Act, 2013,
the Board of Directors of the Company do not recommend
any dividend for the Financial Year ended 31^st March,
2025. Pursuant to Regulation 43A of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended
(“SEBI Listing Regulations”), the Board of Directors of
the Company (the “Board”) has formulated, approved
and adopted a Dividend Distribution Policy. The policy
details various considerations based on which the Board
may recommend or declare Dividend to shareholders.
The Dividend Distribution Policy of the Company is also
available on the Company''s website at https://nisusfin.com/
investor-relations/policies.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND:

The Company was not required to transfer any funds to
the investor education and protection fund pursuant to the
provisions of Section 125 of the Act during the financial
year under review.

ANNUAL REPORT:

Pursuant to Section 92(3) read with Section 134(3)(a) of
the Act, the Draft Annual Return as on 31^st March, 2025 is
available on the Company''s website at https://nisusfin.com/
investor-relations/financial-information.

DETAILS OF SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES:

During the year under review, the Company had Five
subsidiaries, three associates and three step down
subsidiaries.

Sr. No.	Name of the Company	Subsidiary/ JV/ Associate
1.	M/s Nisus Finance & Investment Managers LLP	Subsidiary
2.	M/s Nisus Fincorp Private Limited	Subsidiary
3.	M/s Nisus BCD Advisors LLP	Subsidiary
4.	M/s Nisus Finance International Advisors IFSC LLP	Step Down Subsidiary
5.	M/s Microspace Projects LLP	Subsidiary
6.	M/s Nisus Finance Projects LLP	Subsidiary
7.	M/s Nisus Finance Investment Consultancy FZCO	Step Down Subsidiary
8.	M/s NIFCO Management Consultancies L.L.C.	Step Down Subsidiary
9.	M/s Microsafe Projects LLP	Associate
10.	M/s Dalmia Nisus Finance Investment Managers LLP	Associate
11.	M/s Dhaara Nisus Finance Investment Managers LLP	Associate

The form AOC- 1 is attached as Annexure - 1 with this report.

STATEMENT OF UTILIZATION OF FUNDS RAISED THROUGH IPO UNDER REGULATIONS 32 (1) OF THE SEBI (LISTING
OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

The Company has issued and allotted 56,45,600 equity shares of ^ 10 each fully paid up for cash at a price of ^ 180/- each
including premium of ^ 170/- per share each by way of Initial Public Offer (“IPO”) aggregating to ^ 10,162.08 Lakhs and got
listed on SME Platform of Bombay Stock Exchange Limited on 11^th December, 2024. The details of utilization of IPO Issue
Proceeds as on 31^st March, 2025 is mentioned below:

Sr. No.	Object of the Issue as per Prospectus	Amount allocated for the Object	Amount utilised till 31st March, 2025	Deviation / Variation from Applicable Object	Unutilized Amount as on 31st March, 2025
1	Augmenting fund setup, additional licenses, facility management services and fund management infrastructure in IFSC-Gift City (Gandhinagar), DIFC- Dubai (UAE) and FSC-Mauritius.	1,246.45	712.76		533.69
2	Fund raising cost, distribution and placement fee to third party distributors or agents in India and/or international markets for creation of pool of funds.	3,590.58	1,681.06	-	1,909.52
3	Investment in Subsidiary Company	2,500.00	2,500.00	-	-
4	General Corporate Purposes	2,226.12	2,167.06	(51.31)	7.75
5	Share Issue Expense	598.93	650.24	51.31	-
TOTAL		10,162.08	7,711.13		2,450.95

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL (KMP):

The Board of Directors of the Company comprises of Six
(6) Directors with optimum combination of Executive and
Non-Executive Directors i.e., three Executive Directors
and Three Non-Executive Independent Directors including
two-woman Directors out of which one is an Independent
Woman Director and each of them are professionals in their
respective areas of specialization and have held eminent
positions as on 31^st March, 2025 There are changes in
Directors and Key Managerial Personnel for the period
under review.

Changes in Directors:

1. Ms. Tara Subramaniam (DIN: 07654007), designation
was changed from Additional Non-Executive
Independent Director to Non-Executive Independent
Director w.e.f. 18^th July, 2024.

2. Mrs. Mridula Amit Goenka (DIN: 06879950),
designation was changed from Non-Executive
Director to Executive Director w.e.f. 18^th July, 2024.

3. Mr. Vikas Krishnakumar Modi (DIN: 06624732),
designation was changed from Non-Executive
Director to Executive Director w.e.f. 18^th July, 2024.

4. Mr. Anil Brijmohan Goenka (DIN: 06882149), resigned
from office as Chairman & Non-Executive Director
w.e.f. 4^th November, 2024.

5. Mr. Amit Goenka (DIN: 02778565) was appointed
as Executive Managing Director w.e.f. 4^th November,
2024.

Changes in Key Managerial Personnel:

1. Mr. Sunil Maheshwari, was appointed as Chief
Financial the Company w.e.f. 16^th July, 2024.

2. Ms. Ruksana Khan, was appointed as Company
Secretary of the Company w.e.f. 16^th July, 2024.

None of the Directors of the Company are disqualified for

being appointed as Directors as specified under Section
164(2) of the Act read with Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules, 2014.

RETIREMENT OF DIRECTOR BY ROTATION:

In terms of Section 152 of the Companies Act, 2013, Mr.
Vikas Krishnakumar Modi (DIN: 06624732), Director of the
Company is liable to retire by rotation at the forthcoming
Annual General Meeting and being eligible, offered
herself for re-appointment. Brief profile of Director
seeking Appointment/Re-appointment is provided in the
explanatory statement attached to the Notice of AGM.

None of the Directors of the Company are disqualified/
debarred as per the applicable provisions of the Act and
the Securities and Exchange Board of India

DECLARATION BY INDEPENDENT DIRECTORS:

Your Company had received declarations from all the
Independent Directors of the Company confirming
that they meet with the criteria of independence as
prescribed both under subsection (6) of Section 149 of the
Companies Act, 2013 along with Rules framed thereunder
and Regulation 16(1)(b) of the SEBI Listing Regulations.
There has been no change in the circumstances affecting
their status as independent directors of the Company.
Independent Directors are familiarized with their roles,
rights and responsibilities as well as with the nature of
industry and business model through induction program
at the time of their appointment as Directors and through
presentations on economy & industry overview, key
regulatory developments, strategy and performance which
are made to the Directors from time to time.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

As per the provisions of section 173 of the Companies Act,
2013 and read with rules as applicable, and in pursuant
to Secretarial Standards I as prescribed by the Institute
of Company Secretaries of India, and SEBI Listing
Regulations, the Board of Directors of the Company met 17
(Seventeen) times during the year under review. The details
of the meetings of the Board of Directors of the Company
held are:

Details of Board Meeting:

Attendance of the Board Meeting held on	Amit Goenka	Mridula Amit Goenka	Anil Brijmohan Goenka	Sunil Agarwal	Tara Subramaniam	Surender Kumar Tuteja	Vikas Krishnakumar Modi
12th April, 2024	Yes	Yes	Yes	-	-	Yes	Yes
13th May, 2024	Yes	Yes	Yes	-	-	Yes	Yes
15th May, 2024	Yes	Yes	Yes	-	-	Yes	Yes
16th July, 2024	Yes	Yes	Yes	-	-	Yes	Yes
18th July, 2024	Yes	Yes	Yes	-	-	Yes	Yes
1st August, 2024	Yes	Yes	Yes	Yes	Yes	Yes	Yes
28th August, 2024	Yes	Yes	Yes	Yes	Yes	Yes	Yes
31st August, 2024	Yes	Yes	Yes	-	-	Yes	Yes
26th September, 2024	Yes	Yes	Yes	-	-	Yes	Yes
4th November, 2024	Yes	Yes	Yes	-	-	Yes	Yes
13th November, 2024	Yes	Yes	-	Yes	Yes	Yes	Yes
20th November, 2024	Yes	Yes	-	-	-	Yes	Yes
3rd December, 2024	Yes	Yes	-	-	-	Yes	Yes
6th December, 2024	Yes	Yes	-	-	-	Yes	Yes
9th December, 2024	Yes	Yes	-	-	-	Yes	Yes
24th December, 2024	Yes	Yes	-	Yes	Yes	Yes	Yes
13th February, 2025	Yes	Yes	-	Yes	Yes	Yes	Yes

The maximum interval between two consecutive meetings did not exceed 120 days, as prescribed under the Act and SEBI
Listing Regulations.

COMPOSITION OF BOARD COMMITTEES:

The Committees of the board focus on certain specific areas and make informed decisions in line with the delegated
authority.

The following are the Statutory Committees under the Act and SEBI Listing Regulations constituted by the board which
functions according to their respective roles and defined scope:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders'' Relationship Committee;

• Corporate Social Responsibility Committee.

1. AUDIT COMMITTEE:

The Audit Committee comprises of 2 non-executive Independent Directors and 1 Executive Managing Director as its
Members. The Chairman of the committee is Independent Director. The primary objective of the Audit Committee is to

monitor and provide an effective supervision of the Management''s financial reporting process, to ensure accurate and
timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee
oversees the work carried out in the financial reporting process by the Management, the statutory auditor and notes
the processes and safeguards employed by each of them.

During the Financial year 2024-25, Six (6) meeting of audit committee held on 27^th July, 2024, 28^th August, 2024, 13^th
November, 2024, 20^th November, 2024, 24t^h December, 2024 and 13^th February, 2025.

The Composition of Audit Committee and the details of meetings attended by members during
the year are given below.

Name of the Director	Designation in the Committee	Nature of Directorship	No. of Audit Committee Meetings held & entitled to attend	No. of Audit Committee Meetings Attended
Mr. Surender Kumar Tuteja	Chairman	Non-Executive Independent Director	6	6
Mr. Sunil Agarwal	Member	Non-Executive Independent Director	6	6
Mr. Amit Goenka	Member	Executive Managing Director	6	6

2. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The stakeholder relationship committee comprises 2 Non-executive Independent Director and 1 Executive Managing
Director as its members. The Chairperson of the Committee is a Non-Executive Independent Director.

During the Financial year 2024-25, One (1) meeting of Stakeholder Relationship Committee was held on 27^th March,
2025.

The Composition of Stakeholder and Relationship Committee and the details of meetings attended by the members
during the year are given below:

Name of the Director	Designation in the Committee	Nature of Directorship	No. of Stakeholder Relationship Committee Meetings held & entitled to attend	No. of Stakeholder Relationship Committee Meetings Attended
Mr. Sunil Agarwal	Chairman	Non-Executive Independent Director	1	1
Ms. Tara Subramaniam	Member	Non-Executive Independent Director	1	1
Mr. Amit Goenka	Member	Executive Managing Director	1	1

Director as its members. The Chairperson of the Committee is Executive Director.

During the Financial year 2024-25, Two (2) meetings of Corporate Social Responsibility Committee was held on 18^th
July, 2024 and 13^th February, 2025.

The Composition of Corporate Social Responsibility Committee and the details of meetings attended by the members
during the year are given below:

Name of the Director	Designation in the Committee	Nature of Directorship	No. of Corporate Social Responsibility Committee Meetings held &entitled to attend	No. of Corporate Social Responsibility Committee Meetings Attended
Mrs. Mridula Goenka	Chairperson	Executive Director	2	2
Mr. Sunil Agarwal	Member	Non-Executive Independent Director	2	2
Mr. Vikas Krishnakumar Modi	Member	Executive Director	2	2

4. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of three Non-Executive-Independent Directors as its
members. The Chairperson of the Committee is a Non - Executive Independent Director.

During the Financial year 2024-25, One (1) meeting of the Nomination and Remuneration Committee were held on 27^th
March, 2025.

The Composition of Nomination and Remuneration Committee and the details of meetings attended by members
during the year are given below.

Name of the Director	Designation in the Committee	Nature of Directorship	No. of Nomination and Remuneration Committee Meetings held & entitled to attend	No.of Nomination and Remuneration Committee Meetings Attended
Mr. Surender Kumar Tuteja	Chairperson of Committee	Non-Executive Independent Director	1	1
Mr. Sunil Agarwal	Member	Non-Executive Independent Director	1	1
Ms. Tara Subramaniam	Member	Non-Executive Independent Director	1	1

3. CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility committee comprises 2 executive Director and one Non-executive Independent

M/s Sanjay Raja Jain & Co. Chartered Accountants (Firm
Registration No: 120132W) were re-appointed as Statutory
Auditors of your Company for a period of five years
until conclusion of the 13th Annual General Meeting.
Accordingly, M/s. Sanjay Raja Jain & Co., Chartered
Accountants shall continue to hold their office Statutory
Auditors of the Company. The Company has received a
certificate from the M/s. Sanjay Raja Jain & Co., Chartered
Accountants that they are eligible to hold office as the
Auditors of the Company for the current year and are not
disqualified from being so appointed.

There are no observations, qualifications or adverse
remarks in the Auditor''s Report.

INTERNAL AUDITOR:

According to the Section 138 of Companies Act, 2013 and
rule 13(1)(2) of Companies (Accounts) Rules, 2014, the
Company is required to undertake the Internal Audit for
the financial year 2024-2025. The Company has appointed
M/s. Padam Chand Jain & Co., Chartered Accountants, as
Internal Auditor at the Board meeting held on 13^th February,
2025 for the financial year 2024-2025.

The Internal Audit Report issued by M/s. Padam Chand Jain
& Co., Chartered Accountants, for the financial year 2024¬
2025 does not contains qualifications or adverse remarks.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control
to safeguard and protect from loss, unauthorized use or
disposition of its assets. All the transactions are properly
authorized, recorded and reported to the Management.
The Company is following all the applicable Accounting
Standards for properly maintaining the books of accounts
and reporting financial statements.

The internal auditor of the company M/s. Padam Chand
Jain & Co., Chartered Accountants, checks and verifies
the internal control and monitors them in accordance
with policy adopted by the company from time to time.
The Company continues to ensure proper and adequate
systems and procedures commensurate with its size and
nature of its business.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In pursuance to the provisions of section 177(9) & (10) of
the Companies Act, 2013, a Vigil Mechanism for directors
and employees to report genuine concerns has been

established. The Vigil Mechanism Policy has been uploaded
on the website of the Company at https://nisusfin.com/
investor-relations/policies.

The functioning of the Whistle Blower mechanism is
reviewed by the Audit Committee on regular basis. The
employees of the Company are made aware of the said
policy at the time of joining the Company

COST AUDIT AND MAINTENANCE OF COST RECORDS:

Section 148 read with Companies (Audit & Auditors)
Rules, 2014 and other applicable provisions, if any, of the
Companies Act, 2013 are not applicable to the Company.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors have
not reported any instances of frauds committed against the
Company by its officers or employees under sub-section
(12) of Section 143 of the Companies Act, 2013, other than
those which are reportable to the Central Government.

RELATED PARTY TRANSACTIONS:

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. Your directors draw your
attention to notes to the financial statements for detailed
related parties'' transactions entered during the year.

Accordingly, as per third proviso to Section 188(1) of
the Act, required approvals of the Board or Members/
Shareholders have been obtained for such transactions.
However, as part of good corporate governance, all related
party transactions covered under Section 188 of the Act
are approved by the Audit committee.

The form AOC- 2 is attached as Annexure - 2 with this
report.

PARTICULARS OF LOANS / GUARANTEES /
INVESTMENT:

Details of loans, guarantees and investments covered
under the provisions of Section 186 of the Act read with
the Companies (Meetings of Board and its Powers) Rules,
2014, as on 31^st March, 2024, are set out in Notes 12 & 17 to
the standalone financial statements of the Company which
forms a part of this annual report.

SECRETARIAL AUDITOR:

Pursuant to the provisions of section 204 of the Companies
Act, 2013 the Company is required to undertake the

Secretarial Audit. The Company has appointed M/s. M.
Jawadwala & Co., Company Secretaries, as Secretarial
Auditor at the Board Meeting held on 13^th February, 2025
for the financial year 2024-25.

The Secretarial Audit Report issued by M/s. M. Jawadwala &
Co, Company Secretaries, 2024-2025 does not contains any
qualifications or adverse remarks. The Secretarial Auditor
has not reported any incident of fraud during the financial
year under review. The Secretarial Audit report is annexed
to the Director Report in Form MR-3 as ‘Annexure - 3''.

DEPOSITS:

The Company, during the year, has not invited/ accepted
any deposit other than the exempted deposit as prescribed
under the provision of the Companies Act, 2013, and the
rules framed there under, as amended from time to time.
Hence there are no particulars to report about the deposit
falling under Rule 8 (5) (v) and (vi) of Companies (Accounts)
Rules, 2014.

During the year under review, the Company has accepted
unsecured loans from its directors. The said loans have been
received in compliance with the Companies (Acceptance
of Deposits) Rules, 2014. The Directors have furnished the
requisite declarations confirming that the funds provided
to the Company were out of their own funds and not out of
borrowed funds.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the financial year ended 31^st March, 2025, the
Company incurred CSR contribution of ^ 23,10,000/-
(Rupees Twenty Three Lakhs Ten Thousand Only). The
CSR initiatives of the Company were under the area of
Promoting Education Activity, Education & Literacy and
Health & Family Welfare. Further, the information pursuant
to Section 134(3)(O) of the Companies Act, 2013 and Rule 9
of the Companies (Corporate Social Responsibility) Rules,
2014 are given in Annexure -4 outlining the main initiatives
during the year under review. Further, your Company
has obtained certificate from Chief Financial Officer as
required under Section 135, of the Companies Act, 2013.

CSR Policy of the Company is available on the website of
the Company at https://nisusfin.com/investor-relations/
policies.

RISK MANAGEMENT POLICY:

The Company''s Risk Management Policy deals with
identification, mitigation and management of risks across
the organization. The same has been dealt with the
Management Discussion and Analysis as required under

Schedule V of the SEBI Listing Regulations which is
provided separately in the Annual Report.

CODE FOR PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct to regulate,
monitor and report trading by designated persons and
their immediate relatives as per the requirements under
the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015. The trading window
is closed during the time of declaration of results and
occurrence of any material events as per the Code.

This Code of Conduct also includes Code of Practices
and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information and Policy and Procedure for Inquiry
in case of Leak or Suspected Leak of Unpublished Price
Sensitive Information which has been made available at the
Company''s website at the weblink: https://www.nisusfin.
com/investor-relations/policies.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination
& Remuneration Committee, formulated criteria for
determining, qualifications, positive attributes and
independence of a director and also a policy for
remuneration of directors, key managerial personnel and
senior management. The policy is available at the website
of company at https://nisusfin.com/investor-relations/
policies.

PARTICULARS OF EMPLOYEE:

The information required pursuant to Section 197 read with
Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Amendment Rules, 2016 in
respect of employees of the Company, is enclosed as
Annexure- 5 & 6 and forms part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

a) Pursuant to Section 134(3)(c) & 134(5) of the
Companies Act, 2013, the Board of Directors of the in
the preparation of the annual accounts, the applicable
accounting standards had been followed along with
proper explanation relating to material departures;

b) the directors 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 and loss of the company for that period;

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

d) the Annual Accounts had been prepared on a going
concern basis;

e) they have laid down internal financial controls to
be followed by the Company and that such internal
financial control are adequate and operating
effectively and;

f) they have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 the
company has adopted a formal mechanism for evaluating
its own performance and as well as that of its committee
and individual Directors, including the chairperson of the
Board. The Exercise was carried out through a structured
evaluation process covering the various aspects of the
Board''s functioning such as composition of board &
committees, experience & competencies, performance of
specific duties & obligations, governance issues etc.

The evaluation of the independent Directors was carried out
by Board, except the independent Director being evaluated
and the evaluation of chairperson and the non-independent
Directors were carried out by the independent Directors.

FAMILIARIZATION PROGRAM FOR INDEPENDENT
DIRECTORS:

The Company has in place a familiarization program for its
Independent Directors. The objective of the program is to
familiarize Independent Directors on the Board with the
business of the Company, industry in which the Company
operates, business model, challenges etc. through various
programs which largely revolves around interaction with
subject matter experts within the Company and meetings
with our business leads and functional heads on a regular
basis.

COMPLIANCE WITH THE SECRETARIAL STANDARDS:

The Company has in place proper systems to ensure
compliance with the provisions of the applicable secretarial
standards issued by The Institute of Company Secretaries
of India and such systems are adequate and operating
effectively.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis as required in
terms of the Listing Regulations is attached as a separate
document along with the annual report.

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

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act,
2013 read with Rule, 8 of The Companies (Accounts) Rules,
2014, are as follows:

a) Conservation of energy-

(i) the steps taken or impact on conservation of
energy;

(ii) the steps taken by the company for utilising
alternate sources of energy;

(iii) the capital investment on energy conservation
equipments;

b) Technology absorption-

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement,

cost reduction, product development or import
substitution;

(iii) in case of imported technology (imported during

the last three years reckoned from the beginning
of the financial year)-

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption
has not taken place, and the reasons thereof;
and

(iv) the expenditure incurred on Research and
Development.

c) Foreign exchange earnings and outgo-

The Foreign Exchange earned in terms of actual
inflows during the year and the Foreign

Exchange outgo during the year in terms of actual
outflows are as follows:

Particulars	Current Year	Previous Year
	(2024-2025)	(2023-2024)
Foreign Exchange gain / (loss)	23.27	NIL

CREDIT RATING:

During the Financial Year under review the Company has
not obtained any credit rating.

POLICY ON PREVENTION, PROHIBITION AND

REDRESSAL OF SEXUAL HARASSMENT AT

WORKPLACE:

The Company has in place a policy on Prevention of
Sexual Harassment at Workplace, which is in line with
requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 (“POSH Act”). The Company has constituted Internal
Complaint Committee (ICC) under Prevention of Sexual
Harassment of Women at Workplace in accordance with the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 to consider and
resolve the complaints related to sexual harassment.

The ICC includes Mrs. Mridula Goenka as Presiding Officer,
Ms. Supriya Gupta, Mr. Sunil Maheshwari, and Mr. Avadhoot
Sarwate as members, and Ms. Sheetal Chaurasiya as
a External member. The Company regularly conducts
awareness programmes for its employees. The objective
of this policy is to provide an effective complaint redressal
mechanism if there is an occurrence of sexual harassment.
This policy is applicable to all employees, irrespective of
their level.

The details of complaints under the said Act during the
financial year are as follows:

(a) Number of complaints of sexual harassment received
during the year: Nil

(b) Number of complaints disposed of during the year: Nil

(c) Number of cases pending for more than ninety days:
Nil

During the year under review, the Committee has received
no complaints.

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

The Company declares that it has duly complied with the
provisions of the Maternity Benefit Act, 1961. All eligible
women employees have been extended the statutory
benefits prescribed under the Act, including paid
maternity leave, continuity of salary and service during the
leave period, and post-maternity support such as nursing
breaks and flexible return-to-work options, as applicable.
The Company remains committed to fostering an inclusive
and supportive work environment that upholds the rights
and welfare of its women employees in accordance with
applicable laws.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS:

During the year under review, no significant and material
orders were passed by the regulators or courts or tribunals
which impact the going concern status and company''s
operations.

MATERIAL CHANGES DURING THE YEAR:

Apart from the listing of the company''s shares on the BSE
portal during the year, as disclosed above, there have been
no material changes that could significantly affect the
company''s performance.

MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFTER BALANCE SHEET DATE:

Pursuant to Regulation 30 read with Para A of Part A of
Schedule III of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, this is to inform that Nisus Finance
Projects LLP (“LLP”) a subsidiary of Nisus Finance

Services Co Limited (“NiFCO”) proposes to acquire 69%
Equity stake of New Consolidated Construction Company
Limited (“NCCCL” or “Target Company”).

EMPLOYEES'' STOCK OPTION PLAN:

The Company has not provided stock options to any
employee.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016:

There were no applications which are made by or against
the company under The Insolvency and Bankruptcy Code,
2016 during the year.

DETAILS OF DIFFERENCE BETWEEN VALUATION
AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
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.

ACKNOWLEDGEMENT:

Your directors thank the various Central and State
Government Departments, Organizations and Agencies for
the continued help and co-operation extended by them.
The Directors also gratefully acknowledge all stakeholders
of the Company viz. members, vendors, banks and other
business partners for the excellent support received from
them during the year. The Directors place on record their
sincere appreciation to all employees of the Company for
their unstinted commitment and continued contribution to
the Company.

For and on behalf of the Board of Directors
Nisus Finance Services Co Limited

Date of Approval: 25^th July, 2025

Sd/-

Amit Goenka

Chairman and Managing Director
(DIN: 02778565)

Date of Signing : 28^th July, 2025
Place: Mumbai