Hybrid Financial Services Ltd

To,

The Members

Hybrid Financial Services Limited

Your Directors present the Thirty Seventh Annual Report with the Audited Statement ofAccounts of the Company for the year ended 31^st March 2024.

1. FINANCIAL RESULTS

The Financial Results of the company for the year under review as compared to the previous year are summarized below for your consideration:

2. OPERATIONS

The Financial Year 2023-2024 has ended with the company earning a profit of Rs.88.01 Lakhs after Tax. The Company's operations are still on very low scale due to the uncertainties of business environment and inadequate liquidity. The Company does not anticipate any significant revenue growth from operations in the coming years, till the resolution of many pending issues. The Company is focussing on developing the activities of its Broking Subsidiary, as the Stock Markets are showing optimistic outlook. The Company shall however focus on developing new activities commensurate with its capabilities. The company expects to concentrate on stock broking activities and with the likely merger of the subsidiary business with itself, the business is expected to grow in future.

3. OUTLOOK

The company is trying to undertake new Non - NBFC activities and these activities earned a net income of Rs. 0.42 Lakhs during the year. Other operations have yielded an income of Rs 131.25 Lakhs and Rs.24.00 Lakhs as Rent. Company's business is confined to attending to past issues from its earlier operations and provide support to the subsidiary's operations. The business outlook of the subsidiary is showing continued optimism.

4. LITIGATIONS

The Company's appeal in SAT in respect of Payment of Reinstatement fees to BSE did not meet with success. Also, the appeal of Gujarat Government in sales tax in respect of payment of interest on refund was dismissed by The Supreme Court of India. There are no further developments in other matters.The Company has also received a notice of Execution Petition filed against it in Mehasana, Gujarat seeking a decreed value of Rs,20 lakhs. The Company is contesting the same. Further arrest and produce warrants were issued against the Directors of the company. The same is also being contested

5. DIVIDEND

[The Board of Directors have approved a Dividend of 1% on Preference Shares amounting to Rs.2.10 Lakhs as per the terms of the instrument subject to confirmation of members in the ensuing Annual General Meeting. However, no dividend is recommended on Equity Shares to conserve resources.

6. REDEMTION OF PREFERENCE SHARES

The Board of Directors have approved the redemption of preference shares to the extent of Rs.70 Lakhs out of the total amount of Rs. 210 Lakhs. The preference shares have become due and payable.

7. ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2024 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, can be accessed on the Company's website under Financials FY 2023-24 Tab at www.hvbridfinance.co.in

8. BOARD MEETINGS

The details of the Board Meetings held during the Financial Year 2023-2024 have been furnished under clause I 2(d) of the Corporate Governance Report forming a part of this Annual Report.

9. OTHER COMMITTEE MEETINGS

The Company has constituted the following Committees sequel to the completion of their tenure by the existing Independent Directors and Induction of new Independent Directors.

a) Audit Committee:

The Audit Committee of the Company is Constituted in line with the provisions of section 177 of the Companies Act, 2013 read with Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015. The Company has reconstituted the Audit Committee with effect from 25^th September 2020. The members of the Reconstituted Audit Committee are as under as on 31^st March 2024:

Mr. K. Chandramouli is an Ex-officio Secretary of the Audit Committee.

b) Nomination and Remuneration Committee:

The Company has reconstituted Nomination and Remuneration Committee with effect from 25th September, 2020. Nomination and Remuneration Committee constituted in accordance with Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The members of the reconstituted Nomination and Remuneration committee are as under as on 31^st March 2024:

c) Stakeholders Relationship Committee:

The Company has reconstituted Stakeholders Relationship Committee with effect from 25^th September 2020 and following are the members in the reconstituted committee as on 31^st March 2024:

d) Risk Management Committee:

The company has reconstituted the Risk Management Committee with effect from 25^th September 2020 and following are the members in the reconstituted committee as on 31^st March 2024:

10 The details regarding the meetings held during the Financial Year 2023-2024 are given in the Corporate Governance Report forming a part of this Annual Report.

11 DIRECORATE

The present tenure of Mr. K. Chandramouli as Wholetime Director and Company Secretary will end on 30^th September, 2024. The Nomination and Renumeration Committee has already recommended the reappointment of Mr. K.Chandramouli as Wholetime Director for a period of Three years commencing from 1^st October, 2024. Members are hereby requested to consider and approve his reappointment on the terms as per Special Resolution to be placed in the upcoming 37^th Annual General Meeting. Mr. K.Chandramouli is interested in the said resolution. The Board of Directors also recommend the same, based on the recommendation of Nomination and Remuneration Committee.

In addition to broadbase the Board, the company has proposed to induct with effect from 30^th July 2024 subject to the approval of members in the meeting, the following two Directors as Independent Directors who are well versed in their field of activity.

• Mr.Milind Srikrishna Rajadhyaskha

He is Chartered Accountant with all round experience of over 40 years in the field of Finance, Accounts and Treasury in the corporate world as Chief Financial Officer in a listed company.

• Mr. Nitin Kamalakar Tike

He has more than 37 years of experience in the Finance and Securities activities and retired as Senior General Manager in National Institute of Securities Market (NISM) a Capacity Building Institute, an agency of Securities and Exchange Board of India (SEBI). His rich experience in the securities market will be of great use to the company.

The Board strongly recommends the appointments of the Directors.

12 COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with the provisions of Secretarial Standard 1 (Board Meetings) and Secretarial Standards 2 (General Meetings) to the extent as applicable to the Company.

13 BOARD EVALUATION

The Board generally evaluate the overall performance and the evaluation are as under:

(a) As growth opportunities are getting stymied by environmental threats, the management needs to be in guard to prevent any unforeseen dangers.

(b) The need to preserve the integrity and ethics are more important than any other business demands.

(c) Long pending issues need to be addressed and resolved at the earliest so that the future path can be hormonised with greater focus.

14. PARTICULRS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The details of Related Parties and the Transaction with them are disclosed as required by Ind AS - 24 issued by The Institute of Chartered Accountants of India under Note No. 2.18.8 forming part of this Annual Report.

In the opinion of Board there were no “material” transactions that warrant a disclosure in this report. The amounts payable by the subsidiary to holding company is enhanced based on the volumn of operations and the work performed by the holding company.,

Accordingly, particulars of Contracts or Arrangements with related parties referred to in Section 188(1) in Form AOC-2 does not form a part of this report.

Further the members may note that the Company has not entered into Contracts/Arrangements/Transactions which are not at arm's length basis.

15 PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

During the year under review, pursuant to the provisions of Section 186 Company has not granted any Loan or has made any Investment or given any guarantees and Security.

16 TRANSFER TO RESERVES

The Company has not made any transfer to the reserve other than transfer of surplus earned during the year.

17 LISTING OF SHARES

The Company has paid under protest all the outstanding dues claimed by BSE / NSE / NsDL / CDSL under protest as these were the stumbling block in the matter of trading in the shares of the Company. The Company has successfully pursued the matter of Revocation of Suspension in Trading of its shares and after making payment of all the outstanding dues as mentioned above the trading in shares of the Company recommenced in BSE and NSE with effect from 5^th December 2022.

18. MAXIMUS SECURITIES LIMITED (MSL) - SUBSIDIARY COMPANY

The Subsidiary Company has earned a net profit of Rs. 113.88 Lakhs for the financial year ended 31st March, 2024. The Subsidiary Company is exploring various options to improve its earnings in the current financial year.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOING

The Company is not engaged in manufacturing activities therefore there is no information to submit in respect of conservation of energy and absorption of technology.

Foreign Exchange Earnings: Nil

Foreign Exchange Outgoings: Nil

20 CONTINGENCY PROVISIONS

The company has provided a Contingency Provision of Rs. 805.35 Lakhs up to 31^st March 2024.

21 DEPOSITORIES

Effective October 30, 2000, the Equity Shares of your Company have been mandated by Securities and Exchange Board of India for delivery only in dematerialized form for all investors.

Your Company has already entered into arrangements with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) for custody and dematerialization of shares in accordance with the Depositories Act, 1996.

22 E-VOTING

In terms of the requirements of Listing, the Company has engaged Bigshare i-Vote E-Voting System for E-Voting Facility for its Shareholders.

23 PARTICULARS OF EMPLOYEES

There are no employees who are covered under Section 134(3) of the Companies Act, 2013 read with Companies (Particulars of Employees) Rules 1975.

24 WEBSITE OF THE COMPANY

The Company maintains a website www.hvbridfinance.co.in where detailed information of the Company is provided.

25 WHISTLE BLOWER MECHANISM

The Company has a Whistle Blower Policy in place for vigil mechanism. The said policy has been implemented keeping in view of the amendments in the Companies Act, 2013 and in compliance with the Listing Agreement.

26. SEXUAL HARASSEMENT

Your Company and its Subsidiary have Zero Tolerance towards Sexual Harassment and there were no complaints of any Sexual Harassment during the year under review.

27. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an adequate internal control system commensurate with the size of the Company and the nature of its business. The Internal Control System of the Company is monitored and evaluated by Internal Auditor and his Audit Reports are periodically reviewed by the Audit Committee of the Board of Directors. The observations and comments of the Audit Committee are placed before the Board.

28. DIRECTOR'S RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values. The Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance.

As required under section 134(3)(c) of the Companies Act, 2013 the Directors hereby confirm that:

i. in the preparation of the annual accounts for the financial year ended March 31,2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

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

v. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. CORPORATE GOVERNANCE

Pursuant to the Listing Regulations of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 Management Discussion and Analysis and Corporate Governance Report are made a part of the Annual Report.

30. AUDIT REOPORTS

The Statutory Auditors have expressed their opinion or observations in the Audit Report and Management of the Company offers their response on the same:

31. SECRETARIAL AUDITOR

The Board of Directors have appointed Mr. Vijay S. Tiwari, a practising Company Secretary, as Secretarial Auditor for the Financial Year 2023-2024.

32 AGM BY VIDEO CONFERENCE (VC) / OTHER AUDIO VISUAL MEANS (OVAM)

In view of the advice given by SEBI and MCA vide their notification the dispatch of printed copies of the Accounts and Annual Report is not being done. Members have to send their email id to the Registrar and update their records. Copies of Annual Accounts, Notice etc will be available in the Exchange Portals and Company's Website www.hvbridfinance.co.in. Shareholders can access the same for further details.

33. CORPORATE SOCIAL RESPOSIBILITY

The said provisions are not applicable to the Company.

34. REGISTRATION UNDER MSME

During the previous year the Company has got Udyam Registration Certificate dated 25^th May,2022 from Ministry of Micro, Small and Medium Enterprises (MSME).

35 SCHEME OF ARRANGEMENT

During the year the Company held an Extraordinary General Meeting (EGM) on 15^th September, 2023 under the provisions of Sections 233 of the Companies Act, 2013 read with Rule 25 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 for the proposed Scheme of Amalgamation of Maximus Securities Limited (Transferor Company) with Hybrid Financial Services Limited (Transferee Company). The majority members in the EGM approves the scheme. However, The Regional Director, Ministry of Corporate Affairs, Mumbai had rejected this proposal on account of delayed submission of documents. Now the Company has decided to approach National Company Law Tribunal (NCLT), Mumbai for the proposed Scheme of Merger. The Company recommends the same to be approved by the members as and when a meeting for the same is proposed by NCLT.

36 AUDITORS

The term of Company's Statutory Auditors M/S. BDMV & Co, Chartered Accountants, Mumbai will come to an end at the ensuing Annual General Meeting. The Company has received a proposal to appoint M/S. Ramanand Iyer & Co. Chartered Accountants, Mumbai as new Statutory Auditors. They being eligible having given their consent to act as Auditors of the Company if appointed. Members are requested to consider their appointment as Statutory Auditors of the Company for a term of five years and fix their remuneration

37 ACKNOWLEDGEMENTS

Your Directors wish to thank and place on record their appreciation of the valuable support given by Company's Customers, Shareholders and Bankers.