Aastamangalam Finance Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

The Directors have pleasure in presenting the 40^th Annual Report, together with the audited accounts for the year ended 31^st March 2025.

1. FINANCIAL HIGHLIGHTS:

(Rs. In Lakhs)
Particulars	2024-25	2023-24
Total income	1549.62	703.04
Less: Expenditure	501.24	221.70
Profit before tax & exceptional items	1048.38	481.34
Less: Exceptional items	--	--
Less: Current Tax	220.71	121.15
Profit after tax	827.67	360.19

2. OPERATIONS:

(a) Income: The income of the Company for the year under review was Rs.1549.62 Lakhs as against Rs.703.04 Lakhs during the previous year.

(b) Net Profit: The profit after tax for the year is Rs.827.67 Lakhs as against Rs.360.19 Lakhs during the previous year.

3. MANAGEMENT DISCUSSION AND ANALYSIS:

a) Classification by Reserve Bank of India (RBI): The Company is registered with RBI as Non-Deposit taking Non-Banking Financial Company (NBFC-ND) and holds a valid certificate of Registration. Your Company is generally complying with the directions of the Reserve Bank of India issued from time to time.

b) Business Review: The Company is currently carrying on the business of short term and long term financing to both corporate and non-corporate entities. Further the Company continues to concentrate upon recovery of overdue receivables. Even while pursuing the legal route, the company attempts negotiations with customers for early recovery of debts.

c) Future Outlook: The Company is confident of doing better business in the form of short term and long term financing (both secured and unsecured).

Report on Management Discussion and Analysis forms part of this Annual Report as Annexure ''A''.

4. DIVIDEND:

In order to plough back the profits, your directors do not recommend any dividend for the year.

5. TRANSFER TO RESERVES:

An amount of Rs.165.53 Lakhs has been transferred to Statutory Reserve as per the requirement under Section 45 IC of the Reserve Bank of India Act, 1934. The company has not transferred any amount to the General Reserves.

6. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH RIGHTS ISSUE:

During the year under review, the Company has allotted 6,627,582 equity shares of Rs.10/- each at a premium of Rs.32.50/- per share on 18.01.2025. The shares were listed and permitted for trading vide notice received from BSE dated 24.01.2025.

The particulars of funds raised and details of utilization of funds as at 31^st March, 2025 are as follows;

Original Object	Original allocation	Funds Utilized	Amount of Deviation	Remarks
Working capital	28.16 Crores	28.16 Crores	0	Nil
requirements

7. ANNUAL RETURN:

The annual return is available for inspection of the members at the registered office of the Company and same shall also be uploaded in the website of the Company www.aflindia.co.in

8. CORPORATE GOVERNANCE:

Your Company has complied with the various provisions of the Corporate Governance Code under the Provisions of the Companies Act, 2013, and as stipulated under the SEBI (LODR) Regulations, 2015. A detailed report on Corporate Governance is attached as Annexure ''B''.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the company''s board is in conformity with the applicable provisions of the Companies Act, 2013.

(a) The Company comprises of Five Directors as stated below:

SN	DIN	NAME OF THE DIRECTOR	DESIGNATION	CATEGORY
1.	07704015	Ms. Bhavika M. Jain	Director	Promoter - NED
2.	07704023	Ms. Khushbu M Jain	Director	Promoter - NED
3.	07704034	Ms. Rekha M. Jain	Director	Promoter - NED
4.	07996160	Mr. Bharat Kumar Dughar	Director	Independent
5.	09688787	Mr. Jadav Chand Jain Akash Jain	Director	Independent

(b) The details key managerial personnel are as follows:
	SN	PAN		NAME		DESIGNATION
	1	AAGPM3050N		Mr. S Mohan Kumar Jain		CFO/CEO
	2	ACMPC2753L		Mr. Binod Kumar Chowdhury		Company Secretary
(c) The details of appointments, change in designation of Directors and Key Managerial Personnel are mentioned below;
SN	DIN / PAN		Name		Particulars	Date of Appointment /Cessation / Change in Designation
1	AMFPD9717J		Ms. Monika Kedia		Cessation as Company Secretary & Compliance Officer	3rd June 2024
2	ACMPC2753L		Mr. Binod Kumar Chowdhury		Appointment as Company Secretary & Compliance Officer	18th July 2024

RETIRE BY ROTATION:

Mrs. RekhaJain, Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. The board recommends her re-appointment as director of the Company.

The details of the composition of the Board, its committees and the meetings of the Board and committee are disclosed in the corporate governance attached to this report.

10. CODE OF CONDUCT:

The Board members and senior management personnel have affirmed compliance with the Code for the year ended 31^stMarch 2025.The Code of Conduct has been placed on the Company''s website and can be accessed at www.aflindia.co.in and has been attached herewith as Annexure ''C''.

11. DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:-

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

b) The directors have selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year.

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The directors have prepared the annual accounts on a going concern basis.

e) The directors have laid down internal financial controls which are adequate and are operating effectively.

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

12. DECLARATION BY INDEPENDENT DIRECTORS:

The independent directors have submitted the declaration of independence, as required pursuant to section 149 of the Companies Act, 2013 stating that they meet the criteria of independence as laid down section 149(6) of the Companies Act, 2013. In the opinion of the board, the independent directors fulfill the conditions specified in the Act and the rules made there under for appointment as independent directors and confirm that they are independent of the management.

13. SEPERATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code for Independent Directors under Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the SEBI (LODR) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held to review the performance of the Board as a whole taking into account the views of the non-executive director. The independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its committees, which is necessary to effectively and reasonable perform and discharge their duties.

14. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Board has adopted a policy on Whistle Blower Policy (vigil mechanism) in accordance with the provisions of the Companies Act, 2013, which provides a framework to report instances of unethical behavior, actual or suspected, fraud or violation of the Company''s Code of Conduct. It protects every stakeholder(s), who is/are willing to raise a concern about serious irregularities within the Company and also provides direct access to the Chairman of the Audit Committee.

15. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, evaluation of all the Board members, its committees and the Board as a whole was done on an annual basis, as per the criteria for performance evaluation framework laid down by the Nomination and Remuneration Committee and approved by the Board. The Directors expressed their satisfaction with the evaluation results.

16. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

None of the employees draws remuneration of Rs.8,50,000/- or above per month and Rs.1,02,00,000/- or above per year. Hence, details of the employees of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not furnished.

Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, forming part of the Annual Report, is available for inspection at the registered office of the company during working hours. Any member interested in obtaining such information may write to upasana [email protected]and the same will be furnished without any fee and free of cost.

17. AUDITORS:

a) STATUTORY AUDITORS:

M/s. VENKAT AND RANGAA LLP (FRN:004597s), Chartered Accountants, Chennai, were appointed, as the Statutory Auditors of the Company in the 36^th Annual General Meeting held on 30.09.2021 to hold office until the conclusion of 41^st Annual General Meeting to be held on 2026. The Company has received confirmation from them that their appointment is within the limits specified in the Act and is eligible to continue as Auditors of the Company.

During the year under review, no suspected fraud or irregularity was reported by the Auditors in terms of Section 143(12) of the Act.

b) SECRETARIAL AUDITORS:

Pursuant to Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, the Board of Directors have appointed M/s. A.K. JAIN & ASSOCIATES, Company Secretaries in Practice, Chennai as the Secretarial Auditors of the Company to conduct the Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report in Form MR - 3 is enclosed vide Annexure ''D'' and forms part of this report. The reply given by the board on remarks made by the Secretarial Auditor are as follows:

Observation	Reply
The Company has delayed in submission of Related party transaction for the year ended 31.03.2024	Due to technical issue, there was delay in submission. The Company has paid the fine for delayed submission.
The Company is advised to implement the SDD software.	The Company is taking necessary steps for the same.

Pursuant to the provisions of Sections 179(3), 204 and other applicable provisions, if any, of the Companies Act, 2013and the Rules made thereunder, read with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the Board of Directors based on the recommendations of the Audit Committee, appointed M/s A K Jain & Associates, Practising Company Secretaries,[Peer Review CertificateNo.1201/2021] as Secretarial Auditors of the Company, fora period of 5 (five) consecutive financial years, commencing from 2025-26 to 2029-30, to carry out Secretarial Audit. The said appointment is subject to the approval of the Members by means of an Ordinary Resolution.

c) INTERNAL AUDITORS:

The Board of Directors, as per the recommendation of Audit Committee, appointed M/s. SSP JAIN & ASSOCIATES LLP., Chartered Accountants, Chennai as Internal Auditors of the Company.

d) COST AUDIT:

The provisions of Section 148 of the Companies Act, 2013, relating to maintenance of cost records is not applicable to the Company.

18. INTERNAL FINANCIAL CONTROLS:

The Company has an adequate system of internal controls to ensure accuracy of accounting records, compliance with all laws & regulations and compliance with all rules, procedures & guidelines prescribed by the applicable statues.

19. RISK MANAGEMENT:

As the Company is engaged in the business of lending/financing, it is exposed to the several systematic and unsystematic risks. The Board also reviews the risks and corrective actions and mitigation measures are taken as and when needed.

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

Your Company believes in providing a safe and harassment free workplace for every individual working in the Company''s premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. There were no complaints / cases pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

(a) number of complaints of sexual harassment received in the year - NIL

(b) number of complaints disposed off during the year - NIL

(c) number of cases pending for more than ninety days - NIL

21. CHANGE IN NAME OF THE COMPANY:

There is no change in the name of the Company during the year under review.

22. SHARE CAPITAL:

During the year under review,

(a) the authorized share capital of Rs.15,00,00,000/- (divided into 100,00,000 equity shares of Rs.10/- each and 5,00,000 Cumulative Redeemable Preference shares of Rs.100/- each) was reclassified into Rs.15,00,00,000/- (divided into 150,00,000 equity shares of Rs.10/- each).

(b) the authorized share capital was increased from Rs.15,00,00,000 (divided into 150,00,000 equity shares of Rs.10/- each) to Rs.20,00,00,000/- Crores (divided into 200,00,000 equity shares of Rs.10/-each)

(c) the Company has allotted 6,627,582 equity shares of Rs.10/- each at a premium of Rs.32.50/- per share on 18.01.2025.

23. RELATED PARTY TRANSACTION:

The transactions entered with the related party are in the ordinary course of business and are disclosed in the notes to the financial statements.

24. GENERAL:

The company has complied with the provisions of secretarial standards issued by the Institute of Company Secretaries of India in respect of meetings of the board of directors and general meetings held during the year.

There were no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

The Company has nothing to report/disclose in respect of the following items as detailed below:

a) The Company has no subsidiary, associate or Joint venture companies and hence reporting on the performance and financial position of them as per Form AOC-1 and preparation of consolidated financial statements are not applicable to the company.

b) There is no change in the nature of business of the Company during the year.

c) No company have become or ceased to be its subsidiaries, joint ventures or associates during the year under review.

d) During the year under review, the Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013.

e) There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

f) The company has not issued sweat equity shares to the employees under any scheme during the year under review.

g) The Company has not bought back any shares, nor issued bonus shares during the year.

h) The company was not required to constitute a CSR Committee as the company has not met any of the thresholds mentioned in Section 135 of the Companies Act, 2013 during the financial year under review. Hence reporting about policy on Corporate Social responsibility and the initiatives taken are not applicable to the company.

i) The provisions of section 186 is not applicable to the company and hence reporting under section 186 on loans, guarantees and investments does not arise.

j) The Company has nothing to report on conservation of energy and technology absorption. There were no foreign exchange earnings or outgo for the company during the year.

l) Neither any application was made nor are any proceedings pending under the Insolvency and Bankruptcy Code, 2016.

m) During the Financial Year, there were no instances of one-time settlement with the Banks of Financial Institutions. Therefore, the disclosure under Rule 5 (xii) of the Companies (Accounts) Rules, 2014 is not applicable.

25. MATERNITY BENEFIT ACT:

The Company confirms that it has complied with the provisions of the Maternity Benefit Act, 1961.

26. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the continued support from all those assisting the recovery of over dues. The Directors also wish to thank the employees for their cooperation.

---

Mar 31, 2024

The Directors have pleasure in presenting the 39^th Annual Report, together with the audited
accounts for the year ended 31^st March 2024.

1. FINANCIAL HIGHLIGHTS:

(Rs. In Lakhs)

Particulars	2023-24	2022-23
Total income	703	335
Less: Expenditure	222	144
Profit before tax & exceptional items	481	191
Less: Exceptional items	--	--
Less: Current Tax	121	46
Profit after tax	360	145

2. OPERATIONS:

a) Income: The income of the Company for the year under review was Rs.703 Lakhs as against Rs.335
Lakhs during the previous year.

b) Net Profit: The profit after tax for the year is Rs.360 Lakhs as against Rs.145 Lakhs during the
previous year.

3. MANAGEMENT DISCUSSION AND ANALYSIS:

a) Classification by Reserve Bank of India (RBI): The Company is registered with RBI as Non Deposit
taking Non-Banking Financial Company (NBFC-ND) and holds a valid certificate of Registration. Your
Company is generally complying with the directions of the Reserve Bank of India issued from time to
time.

b) Business Review: The Company is currently carrying on the business of short term and long term
financing to both corporate and non-corporate entities. Further the Company continues to
concentrate upon recovery of overdue receivables. Even while pursuing the legal route, the
company attempts negotiations with customers for early recovery of debts.

c) Future Outlook: The Company is confident of doing better business in the form of short term and
long term financing (both secured and unsecured).

Report on Management Discussion and Analysis forms part of this Annual Report as Annexure ''A''.

4. DIVIDEND:

In order to plough back the profits, your directors do not recommend any dividend for the year.

5. TRANSFER TO RESERVES:

An amount of Rs.72.00 Lakhs has been transferred to Statutory Reserve as per the requirement
under Section 45 IC of the Reserve Bank of India Act, 1934. The company has not transferred any
amount to the General Reserves.

6. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ISSUE:

During the year under review, the Company raised funds aggregating to Rs.18.52 Crores through
public issue. The particulars of funds raised and details of utilization of funds as at 31^st March, 2024
are as follows;

Original Object	Original allocation	Funds Utilized	Amount of Deviation	Remarks
Business expansion	18.52 Crores	18.52 Crores	-	-

7. ANNUAL RETURN:

The annual return is available for inspection of the members at the registered office of the Company
and same shall also be uploaded in the website of the Company www.uflindia.com.

8. CORPORATE GOVERNANCE:

Your Company has complied with the various provisions of the Corporate Governance Code under
the Provisions of the Companies Act, 2013, and as stipulated under the SEBI (LODR) Regulations,
2015. A detailed report on Corporate Governance is attached as Annexure ''B''.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the company''s board is in conformity with the applicable provisions of the
Companies Act, 2013.

(a) The Company comprises of Five Directors as stated below:

SN	DIN	NAME OF THE DIRECTOR	DESIGNATION	CATEGORY
1.	07704015	Ms. Bhavika M. Jain	Director	Promoter - NED
2.	07704023	Ms. Khushbu Mohan Kumar Jain	Director	Promoter - NED
3.	07704034	Ms. Rekha M. Jain	Director	Promoter - NED
4.	07996160	Mr. Bharat Kumar Dughar	Director	Independent
5.	09688787	Mr. Jadav Chand Jain Akash Jain	Director	Independent

(b) The details key managerial personnel are as follows:

SN	PAN	NAME	DESIGNATION
1	AAGPM3050N	Mr. Seshmalji Mohan Kumar	CFO/CEO
2	ACMPC2753L	Mr. Binod Kumar Chowdhury	Company Secretary

(c) The details of appointment, change in designation of Directors and Key Managerial Personnel are
mentioned below;

SN	DIN / PAN	Name	Particulars	Date of Appointment / Cessation / Change in Designation
1	AMFPD9717J	Ms. Monika Kedia	Cessation as Company Secretary & Compliance Officer	02 nd July 2024
2	ACMPC2753L	Mr. Binod Kumar Chowdhury	Appointment as Company Secretary & Compliance Officer	18th July 2024

RETIRE BY ROTATION:

Ms. Khushbu Mohan Kumar Jain, Director, is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible offers herself for re-appointment.The board recommends her re¬
appointment as director of the Company.

The details of the composition of the Board, its committees and the meetings of the Board and
committee are disclosed in the corporate governance attached to this report.

10. CODE OF CONDUCT:

The Board members and senior management personnel have affirmed compliance with the Code for
the year ended 31^stMarch 2024.The Code of Conduct has been placed on the Company''s website
and can be accessed at www.uflindia.com and has been attached herewith as Annexure ''C''.

11. DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:-

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

b) The directors have selected such accounting policies and applied them consistently, and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of the financial year and of the profit of the
Company for that year.

c) The directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.

d) The directors have prepared the annual accounts on a going concern basis.

e) The directors have laid down internal financial controls which are adequate and are operating
effectively.

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

12. DECLARATION BY INDEPENDENT DIRECTORS:

The independent directors have submitted the declaration of independence, as required pursuant to
section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as
laid down section 149(6) of the Companies Act, 2013. In the opinion of the board, the independent
directors fulfill the conditions specified in the Act and the rules made there under for appointment
as independent directors and confirm that they are independent of the management.

13. SEPERATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code for Independent Directors under Schedule IV to the Companies Act, 2013
and Regulation 25(3) of the SEBI (LODR) Regulations, 2015, a separate meeting of the Independent
Directors of the Company was held to review the performance of the Board as a whole taking into
account the views of the non-executive director. The independent Directors also reviewed the
quality, content and timeliness of the flow of information between the Management and the Board
and its committees, which is necessary to effectively and reasonable perform and discharge their
duties.

14. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Board has adopted a policy on Whistle Blower Policy (vigil mechanism) in accordance with the
provisions of the Companies Act, 2013, which provides a framework to report instances of unethical
behavior, actual or suspected, fraud or violation of the Company''s Code of Conduct. It protects every
stakeholder(s), who is/are willing to raise a concern about serious irregularities within the Company
and also provides direct access to the Chairman of the Audit Committee.

15. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, evaluation of all the Board members, its
committees and the Board as a whole was done on an annual basis, as per the criteria for
performance evaluation framework laid down by the Nomination and Remuneration Committee and
approved by the Board. The Directors expressed their satisfaction with the evaluation results.

16. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

None of the employees draws remuneration of Rs.8,50,000/- or above per month and
Rs.1,02,00,000/- or above per year. Hence, details of the employees of the Company as required
pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, are not furnished.

Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies
Act, 2013, the disclosure pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, forming part of the Annual Report, is available
for inspection at the registered office of the company during working hours. Any member interested
in obtaining such information may write to upasana [email protected] and the same will be
furnished without any fee and free of cost.

17. AUDITORS:

a) STATUTORY AUDITORS:

M/s. VENKAT AND RANGAA LLP (FRN:004597s), Chartered Accountants, Chennai, were appointed, as
the Statutory Auditors of the Company in the 36^th Annual General Meeting held on 30.09.2021 to
hold office until the conclusion of 41^st Annual General Meeting to be held on 2026. The Company has
received confirmation from them that their appointment is within the limits specified in the Act and
is eligible to continue as Auditors of the Company.

b) SECRETARIAL AUDITORS:

Pursuant to Section 204 of the Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial personnel) Rules, 2014, the Board of Directors have appointed M/s.
A.K. JAIN & ASSOCIATES, Company Secretaries in Practice, Chennai as the Secretarial Auditors of the
Company to conduct the Secretarial Audit for the financial year 2023-24. The Secretarial Audit
Report in Form MR - 3 is enclosed vide Annexure ''D'' and forms part of this report. The reply given
by the board on remarks made by the Secretarial Auditor are as follows:

Observation	Reply
The Company has submitted the SDD certificate for the quarter ended June, September and December belatedly.	The Company will ensure that the submissions are made within the time.

c) INTERNAL AUDITORS:

The Board of Directors, as per the recommendation of Audit Committee, appointed M/s. SIDHARTH
MEHTA & Co., Chartered Accountants, Chennai (FRN: 008108S) as Internal Auditor.

18. INTERNAL FINANCIAL CONTROLS:

The Company has an adequate system of internal controls to ensure accuracy of accounting records,
compliance with all laws & regulations and compliance with all rules, procedures & guidelines
prescribed by the applicable statues.

19. RISK MANAGEMENT:

As the Company is engaged in the business of lending/financing, it is exposed to the several
systematic and unsystematic risks. The Board also reviews the risks and corrective actions and
mitigation measures are taken as and when needed.

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

Your Company believes in providing a safe and harassment free workplace for every individual
working in the Company''s premises through various interventions and practices. The Company
always endeavors to create and provide an environment that is free from discrimination and
harassment including sexual harassment. There were no complaints / cases pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

21. CHANGE IN NAME OF THE COMPANY:

There is no change in the name of the Company during the year under review.

22. SHARE CAPITAL:

(a) During the year under review, the Company has increased its authorised capital from Rs.10
Crores (divided into 50 Lakhs equity shares of Rs.10/- each and 5 Lakhs Cumulative Redeemable
Preference shares of Rs.100/- each) to Rs.15 Crores (divided into 100 Lakhs equity shares of Rs.10/-
each and 5 Lakhs Cumulative Redeemable Preference shares of Rs.100/- each).

(b) The Company has on 10.04.2023 allotted 21,59,250 equity shares of Rs.10/- each at a premium of
Rs.30/- per share on Preferential basis to Promoters and Non-Promoters and obtained necessary
Listing and Trading approval from the Stock Exchange.

(c) The Company has on 01.09.2023 allotted 24,72,500 equity shares of Rs.10/- each at a premium of
Rs.30/- per share on Preferential basis to Promoters and Non-Promoters and obtained necessary
Listing and Trading approval from the Stock Exchange.

23. RELATED PARTY TRANSACTION:

The transactions entered with the related party are in the ordinary course of business and are
disclosed in the notes to the financial statements.

24. GENERAL:

The company has complied with the provisions of secretarial standards issued by the Institute of
Company Secretaries of India in respect of meetings of the board of directors and general meetings
held during the year.

There were no material changes and commitments, affecting the financial position of the Company,
which have occurred between the end of the financial year of the Company to which the financial
statements relate and the date of the report.

The Company has nothing to report/disclose in respect of the following items as detailed below:

a) The Company has no subsidiary, associate or Joint venture companies and hence reporting
on the performance and financial position of them as per Form AOC-1 and preparation of
consolidated financial statements are not applicable to the company.

b) There is no change in the nature of business of the Company during the year.

c) No company have become or ceased to be its subsidiaries, joint ventures or associates
during the year under review.

d) During the year under review, the Company has not accepted any deposits from the public
within the meaning of Section 73 of the Companies Act, 2013.

e) There are no significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and company''s operations in future.

f) The company has not issued sweat equity shares to the employees under any scheme during
the year under review.

g) The Company has not bought back any shares, nor issued bonus shares during the year.

h) The company was not required to constitute a CSR Committee as the company has not met
any of the thresholds mentioned in Section 135 of the Companies Act, 2013 during the
financial year under review. Hence reporting about policy on Corporate Social responsibility
and the initiatives taken are not applicable to the company.

i) The provisions of section 186 is not applicable to the company and hence reporting under
section 186 on loans, guarantees and investments does not arise.

j) The Company has nothing to report on conservation of energy and technology absorption.
There were no foreign exchange earnings or outgo for the company during the year.

l) Neither any application was made nor are any proceedings pending under the Insolvency
and Bankruptcy Code, 2016.

m) During the Financial Year, there were no instances of one-time settlement with the Banks of
Financial Institutions. Therefore, the disclosure under Rule 5 (xii) of the Companies
(Accounts) Rules, 2014 is not applicable.

n) Your Company does not have any demat suspense account/unclaimed suspense account.
Hence reporting under Schedule V (F) of the SEBI (LODR) Regulations, 2015 is not applicable

25. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the continued support from all those
assisting the recovery of over dues. The Directors also wish to thank the employees for their co¬
operation.

By Order of the Board
For AASTAMANGALAM FINANCE LIMITED

Place: Chennai Bhavika M Jain Rekha M Jain

Date: 05.09.2024 Director Director

DIN: 07704015 DIN: 07704034

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Mar 31, 2014

THE SHARE HOLDERS

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

1. FINANCIAL RESULTS : 2013-2014 2012-2013 Rs.in lakhs Rs.in lakhs

Income from Operations 263.93 137.90

Profit/(Loss) before Interest & Depreciation 208.08 83.58

Less: Interest - -

Less: Depreciation - -

Profit before Tax 208.08 83.58

Less : Provision for Tax 49.01 14.30

Profit after Tax 159.07 69.29

Add: Balance brought forward (273.26) (328.69)

Amount available for appropriation (114.18) (259.40)

Less : Appropriations

Transfer to Statutory Reserve 31.81 13.86

Balance Carried Over (146.00) (273.26)

2. OPERATIONS :

The income from operations of the Company was at Rs.263.93 lakhs as against Rs.137.90 lakhs during the previous year.

3. DIVIDEND :

In view of the accumulated losses, the Directors are unable to recommend any dividend on equity shares for the year ended 31st March 2014.

4. MANAGEMENT DISCUSSION AND ANALYSIS Classification by RBI

The Company is registered with RBI as Non Deposit taking Non-Banking Financial Company (NBFC-ND) and has a valid certificate of Registration.

Business Review

The Company continues to concentrate upon recovery of overdue receivables. Even while pursuing the legal route, the Company attempts negotiations with customers for early recovery of debts. During the year, the Company has collected an amount of Rs. 120.05 lakhs during the year.

Future Outlook

The company is not entering into fresh contracts for business and is continuing to concentrate upon recovery of overdue receivables and is hopeful that the impact of this approach on the net worth will be more beneficial to the company.

5. DEPOSITS

There are no unclaimed deposits. There are no matured deposits claimed by the depositors, but not paid by the company.

6. DIRECTORS

During the year, the Ministry of Corporate Affairs (MCA) has notified majority of the provisions inter alia provisions relating to selection, manner of appointment, roles, functions, duties, re-appointment of independent directors and the relevant rules under the Companies Act, 2013 and made them effective 1st April 2014. The existing composition of the company''s board is fully in conformity with the applicable provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement in respect of Independent Directors as all the Directors of the Company are non executive independent directors, namely Sri R Ramakrishnan, Sri S Ramakrishnan and Sri S E S Mani.

In terms of Section 149(10) read with Section 149(5) of the Companies Act 2013, the independent directors are eligible to hold office for a term upto five consecutive years on the board. During the period, they will not be liable to ''retire by rotation'' as per the provisions of the Companies Act 2013.

It is, therefore proposed to appoint them as independent Directors for a consecutive period of five years at the Annual General Meeting, subject to the approval of the shareholders.

In the opinion of the Board, the independent directors fulfil the conditions specified under the Companies Act, 2013 and rules made thereunder.

The brief resume of these directors proposed to be appointed and re-appointed and other relevant information have been furnished in the notice convening the AGM. Necessary resolutions for their appointment /re-appointment are being placed for approval of the members at the AGM.

The board, therefore, recommends their appointment / re-appointment as directors of the company.

DIRECTORS'' REPORT TO THE SHARE HOLDERS (Contd.,)

7. AUDITORS STATUTORY AUDITOR

As per the provisions of Section 139(1) and (2) of the Companies Act, 2013 read with Rule 6(3) of the Companies (Audit and Auditors) Rules, 2014 M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai (who were earlier appointed as statutory auditors of the company, at the annual general meeting held on 12th September, 2013) are eligible to be appointed for the period of three years, subject to ratification every year in the Annual General Meeting.The Company has obtained necessary certificate under Section 141 of the Companies Act, 2013 from the auditor conveying their eligibility for the above appointment. Their eligibility criteria were reviewed by the audit committee and board, as specified under Section 141 of the Companies Act, 2013 and recommended their appointment as auditors for the above mentioned period.

SECRETARIAL AUDITOR

As required under Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is required to appoint a Secretarial Auditor for auditing the secretarial and related records of the company and to provide a report in this regard. Accordingly, M/s. S Krishnamurthy & Co., Company Secretaries, Chennai have been appointed as Secretarial Auditors for carrying out the secretarial audit for the financial year 2014- 2015 and the Secretarial Audit Report given by then will be attached with Board''s Report to the shareholders.

8. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement with the stock exchanges, a separate report on Corporate Governance together with a certificate from the Company''s Auditors confirming the compliance of conditions of Corporate Governance is attached to this report.

9. INFORMATION AS PER SECTION 217(1)(e) OF THE COMPANIES ACT 1956

The Company is a Non-Banking Finance Company and is not engaged in manufacturing activity of any kind. The disclosure of information regarding conservation of energy is therefore not applicable to the company. There was no foreign exchange earning or outgo for the company during the year. The Company has nothing to report with regard to technology absorption.

10. DIRECTORS'' RESPONSIBILITY STATEMENT The Directors confirm that :

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

b) appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the profit of the company for that year.

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

d) the annual accounts have been prepared on a going concern basis.

11. PERSONNEL

None of the employees of the Company is in receipt of remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956.

12. GENERAL

Your Directors wish to place on record their appreciation for the continued support from all those assisting the recovery of over dues. The Directors also wish to thank the employees for their co-operation.

CHENNAI R RAMAKRISHNAN S RAMAKRISHNAN 30th May 2014 DIRECTOR DIRECTOR

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Mar 31, 2013

TO THE SHARE HOLDERS

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

1. FINANCIAL RESULTS :

2012-2013 Rs.in lakhs 2011-2012

Income from Operations 98.76 376.54

Other Income 39.14 18.86

Profit/(Loss) before Interest & Depreciation 83.58 339.86

Less: Interest Less: Depreciation

Profit before Tax 83.58 339.86

Less : Provision for Tax 14.30 104.20

Profit after Tax 69.29 235.66

Add: Balance brought forward (328.69) (517.21)

Amount available for appropriation (259.40) (281.56)

Less: Appropriations

Transfer to Statutory Reserve 13.86 47.13

Balance Carried Over (273.26) (328.69)

2. DIVIDEND:

In view of the accumulated losses, the Directors are unable to recommend any dividend on equity shares for the year ended 31st March 2013

3. DEPOSITS

There are no unclaimed deposits. There are no matured deposits claimed by the depositors, but not paid by the company

4. DIRECTORS

Sri S Ramakrishnan, Director, retires from the Board by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

5. AUDITORS

M/s Sundaram and Srinivasan, Chartered Accountants, Chennai, retire at the ensuing Twenty Eighth Annual General Meeting and are eligible for re- appointment.

6. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement with the stock exchanges, a separate report on Corporate Governance together with a certificate from the Company''s Auditors confirming the compliance of conditions of Corporate Governance is attached to this report.

7. INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT 1956

The Company is a Non-Banking Finance Company and is not engaged in manufacturing activity of any kind. The disclosure of information regarding conservation of energy is therefore not applicable to the company. There was no foreign exchange earning or outgo for the company during the year. The Company has nothing to report with regard to technology absorption

8. DIRECTORS'' RESPONSIBILITY STATEMENT The Directors confirm that:

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

b) Appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the profit of the company for that year

c) Proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) The annual accounts have been prepared on a going concern basis.

9. PERSONNEL

None of the employees of the Company is in receipt of remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956.

10. GENERAL

Your Directors wish to place on record their appreciation for the continued support from all those assisting the recovery of over dues. The Directors also wish to thank the employees for their co-operation.

CHENNAI R RAMAKRISHNAN S RAMAKRISHNAN

30th April 2013 DIRECTOR DIRECTOR

---

Mar 31, 2012

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

Rs.in lakhs

1. FINANCIAL RESULTS : 2011-2012 2010-2011

Income from Operations 376.54 99.69

Other Income 18.86 13.27

Profit/(Loss) before Interest & Depreciation 339.86 57.16

Less: Interest - 1.07

Less: Depreciation - 0.01

Profit before Tax 339.86 56.08

Less : Provision for Tax 104.20 (19.10)

Profit after Tax 235.66 75.18

Add: Balance brought forward (517.21) (583.86)

Amount available for appropriation (281.56) (508.68)

Less: Appropriations

Transfer to Statutory Reserve 47.13 8.53

Balance Carried Over (328.69) (517.21)

2. DIVIDEND:

In view of the accumulated losses, the Directors are unable to recommend any dividend on equity shares for the year ended 31st March 2012.

3. MANAGEMENT DISCUSSION AND ANALYSIS

Classification by RBI

The Company is registered with RBI as Non Deposit taking Non-Banking Financial Company (NBFC-ND) and has a valid certificate of Registration.

Business Review

The Company continues to concentrate upon recovery of overdue receivables. Even while pursuing the legal route, the Company attempts negotiations with customers for early recovery of debts. During the year, the Company has collected an amount of Rs. 313.45 lakhs during the year.

Future Outlook

The company is not entering into fresh contracts for business and is continuing to concentrate upon recovery of overdue receivables and is hopeful that the impact of this approach on the net worth will be more beneficial to the company.

4. DEPOSITS

There are no unclaimed deposits. There are no matured deposits claimed by the depositors, but not paid by the company.

5. DIRECTORS

Sri R Ramakrishnan, Director, retires from the Board by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

6. AUDITORS

M/s Sundaram and Srinivasan, Chartered Accountants, Chennai, retire at the ensuing Twenty Seventh Annual General Meeting and are eligible for re- appointment.

7. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement with the stock exchanges, a separate report on Corporate Governance together with a certificate from the Company's Auditors confirming the compliance of conditions of Corporate Governance is attached to this report.

8. INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT 1956

The Company is a Non-Banking Finance Company and is not engaged in manufacturing activity of any kind. The disclosure of information regarding conservation of energy is therefore not applicable to the company. There was no foreign exchange earning or outgo for the company during the year. The Company has nothing to report with regard to technology absorption.

9. DIRECTORS1 RESPONSIBILITY STATEMENT The Directors confirm that:

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

b) appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the profit of the company for that year.

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

d) the annual accounts have been prepared on a going concern basis.

10. PERSONNEL

None of the employees of the Company is in receipt of remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956.

11. GENERAL

Your Directors wish to place on record their appreciation for the continued support from all those assisting the recovery of over dues. The Directors also wish to thank the employees for their co-operation.

CHENNAI R RAMAKRISHNAN S RAMAKRISHNAN

18th May 2012 DIRECTOR DIRECTOR

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Mar 31, 2010

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

Rs. In Lakhs

1. FINANCIAL RESULTS 2009-2010 2008-2009

Income from Operations 61.90 91.40

Other Income 47.66 33.72

Profit/(Loss) before Interest & Depreciation 109.56 125.12

Less: Interest Nil 0.55

Less: Depreciation 0.01 0.01

Profit before Tax 63.47 77.48

Less : Provision for Tax 12.76 26.43

Profit after Tax 50.71 51.05

Add: Balance brought forward (624.43) (665.38)

Amount available for appropriation (573.72) (614.32)

Less: Appropriations Transfer to Statutory Reserve 10.14 10.21

Tax relating to earlier years Nil (0.10)

Balance Carried Over (583.86) (624.43)

2. DIVIDEND:

In view of the accumulated losses, the Directors are unable to recommend any dividend on equity shares for the year ended 31st March 2010.

3. TRADING IN EQUITY SHARES OF THE COMPANY

As the members are aware that the equity shares of the Company have been suspended from trading by the Bombay Stock Exchange Limited (BSE). At the request of the Company, BSE vide its letter dated 15th June 2010 has granted in principle approval for revocation of suspension in trading of Equity Shares of the Company subject to certain conditions. The Company has complied with the conditions and has vide its letter dated 20th July 2010 requested the BSE to revoke the suspension. The response from BSE is awaited.

4. DEMATERLISATION OF EQUITY SHARES

The Companys equity shares have been admitted into the Depository System of National Securities Depository Limited, Mumbai (NSDL) and Central Depository Services (India) Limited, Mumbai (CDSL). The ISIN code of the Company in the Depository system is INE819K01014. The shareholders can now dematerialise their equity shares for trading.

5. CAPITAL REDUCTION

Members had approved a scheme of Capital Reduction at the 23rd Annual General Meeting held on 29th September 2008. The scheme was subject to approval from the Reserve Bank of India (RBI) for adjusting the Statutory Reserve. The RBI vide its letter dated 3rd March 2010 has rejected the proposal to adjust the Statutory Reserve against accumulated losses. In view of the above, the Capital Reduction scheme as approved by the members was not implemented.

6. APPOINTMENT OF SHARE TRANSFER AGENT (COMMON AGENCY)

The Company has appointed Intergrated Eneterprises India Limited, II Floor, Kences Towers, No. 1, Ramakrishna Street, North Usman Road, T Nagar Chennai 600 017 as Share transfer agents to take care of all the work related to investor related activities in terms of both physical and electronic holdings.

7. MANAGEMENT DISCUSSION AND ANALYSIS

Classification by RBI

The Company is registered with RBI as Non Deposit taking Non-Banking Financial Company (NBFC-ND) and has a valid certificate of Registration.

Business Review

The Company continues to concentrate upon recovery of overdue receivables. Even while pursuing the legal route, the Company attempts

negotiations with customers for early recovery of debts. During the year, the Company has collected an amount of Rs. 61.90 lakhs during the

year.

Future Outlook

The company is not entering into fresh contracts for business and is continuing to concentrate upon recovery of overdue receivables and is hopeful

that the impact of this approach on the net worth will be more beneficial to the company.

8. DEPOSITS

There are no unclaimed deposits. There are no matured deposits claimed by the depositors, but not paid by the company.

9. DIRECTORS

Sri S Ramakrishnan, Director, retires from the Board by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

10. AUDITORS

M/s Sundaram and Srinivasan, Chartered Accountants, Chennai, retire at the ensuing Twenty Fifth Annual General Meeting and are eligible for re- appointment.

11. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement with the stock exchanges, a separate report on Corporate Governance together with a certificate from the Companys Auditors confirming the compliance of conditions of Corporate Governance is attached to this report.

12. INFORMATION AS PER SECTION 217(1)(e) OF THE COMPANIES ACT 1956

The Company is a Non-Banking Finance Company and is not engaged in manufacturing activity of any kind. The disclosure of information regarding conservation of energy and technology absorption are therefore not applicable to the company. There was no foreign exchange earning or outgo for The company during the year.

13. DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that:

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

b) appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the profit of the company for that year.

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

d) the annual accounts have been prepared on a going concern basis.

14. PERSONNEL:

None of the employees of the Company are in receipt of remuneration in excess of limits pre scribed under Section 217(2A) of the Companies Act, 1956.

15. GENERAL:

Your Directors wish to place on record their appreciation for the continued support from all those assisting the recovery of over dues. The Directors also wish to thank the employees for their co-operation.

CHENNAI R RAMAKRISHNAN S RAMAKRISHNAN 11th August 2010 DIRECTOR DIRECTOR