Purshottam Investofin Ltd

DIRECTORS' REPORT

To the Members,

Your directors are pleased to present the 35^th Annual Report of your Company, along with Audited Financial Statements for the year ended March 31, 2024.

Financial Highlights:

Performance Overview

During the year under review, the total revenue is Rs. 7923.64 Lac (previous year: Rs. 1585.43 Lac). The profit before taxation is Rs. 1135.83 Lac (previous year: Rs. 37.12 Lac) and the net profit/Loss after tax & other comprehensive income is Rs. 1152.04 Lac (previous year: Rs. (288.89) Lac).

Operations and State of Affairs

The operation and state of affairs have been adequately explained in the Management Discussion and Analysis segment and form part of this report.

Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiaries, Joint Ventures and Associate Companies.

Transfer to reserves

An amount of Rs. 167.42 Lac, being 20% of the profit after tax (PAT) was transferred to the statutory reserve of the Company pursuant to Section 45-IC of the Reserve Bank of India Act, 1934. Further, the Board of Directors has decided to retain the entire amount of profit for the Financial Year 2023-24 in the statement of profit and loss, after all appropriation and adjustments.

Dividend

In view of current and expected foreseeable growth opportunities, the Board intends to retain the financial resources of the Company and therefore, finds it prudent not to propose any dividend for the year under reporting.

Annual Return

A copy of the Annual Return in terms of Section 92 (3) of the Companies Act, 2013 as amended, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is placed on the website of the Company www.purshottaminvestofin.in on the following link: https://www.purshottaminvestofin.in/annual return.html

Share Capital

The paid-up Equity Share Capital as on March 31, 2024 was Rs. 628.36 Lac. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company. The shareholding of directors has been provided in the report of Corporate Governance and form part of this report.

Deposits

During the year under review, your Company has not taken any public deposits.

Particulars of Loans, Guarantee and Investments

The Company, being a non-banking financial company registered with the RBI and engaged in the business of giving loans, is exempt from complying with the provisions of section 186 of the Act w.r.t. loans. Accordingly, the disclosures of the loans given as required under the aforesaid section have not been made in this Report.

Investments form part of the notes to the financial statements provided in this Annual Report.

Related Party Transactions

All contracts/arrangement/transactions entered by the Company during FY 2023-24 with related parties were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Prior omnibus approval of the Audit Committee is obtained for all related party transactions which are foreseen and of repetitive nature. Pursuant to the said omnibus approval, details of transaction entered into is also reviewed by the Audit Committee on a quarterly basis.

All related party transactions entered during FY 2023-24 were on arm's length basis and in the ordinary course of business of the Company under the Act.

The Company has adopted a Related Party Transactions Policy. The policy, as approved by the Board, is uploaded on the Company's website at the web link: https:// www.purshottaminvestofin.in /codenpolicies.html

As per the Listing Regulations, any related party transaction exceeding Rs. 1,000 crore or 10% of the annual consolidated turnover, as per the last audited financial statement whichever is lower, is considered as material and requires Members approval. Accordingly, the Company obtained necessary Members approval for the year under review. However, there were no material transactions with any related parties as per the Act. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable for FY24 and, hence does not form part of this report.

Details of the transactions with Related Parties are also provided in the accompanying financial statements.

In terms of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements Regulations), 2015, the Company has submitted the half-yearly disclosure of related party transactions to the BSE Ltd.

A. Change in Directorate

i. Resignation:

Mrs. Mohitaa Patree (DIN:07315405), Independent Director, resigned w.e.f. December 22, 2023 (Close of Business Hours) from the Board of Directors of the company due to her personal reasons only and no other material reason for her resignation.

Mr. Sameer Relia (DIN: 01147315), Independent Director, resign w.e.f. August 06, 2024 (Close of Business Hours) from the Board of Directors of the company due to his personal reasons only and no other material reason for his resignation.

ii. Appointment/Re-appointment:

Mrs. Princy Anand (DIN 10414963) was appointed on December 22, 2023, as an Additional Director under the Independent Category. Further, the Shareholder vide Postal ballot concluded on March 02, 2024, has approved the appointment of Mrs. Princy Anand as an independent director of the company w.e.f. December 22, 2023, for a term of 5 years till December 21, 2028. As per the provisions of Companies Act, 2013 they will not be liable to retire by rotation. However, this position not being one of the categories exempting such persons from appearing in proficiency test as per the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, Independent Director will undertake the test within the prescribed time limit.

Mr. Ashish Goyal (DIN 10555206) was appointed on August 06, 2024, as an Additional Director under the Independent Category. He will hold the office up to the date of the next Annual General Meeting or for a period of three months from the date of appointment whichever is earlier. It is proposed to appoint Mr. Ashish Goyal as a Director under the Independent Director category at the ensuing Annual General Meeting to hold office for 5 consecutive years with effect from August 06, 2024, without being subject to retirement by rotation. However, this position not being one of the categories exempting such persons from appearing in proficiency test as per the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, further, he has cleared the exam. The details of appointment have been furnished in the explanatory statement to the notice of the ensuing annual general meeting.

The Board is of the opinion that Mrs. Princy Anand and Mr. Ashish Goyal is a person of integrity, expertise, and has relevant experience to serve the Company as an independent director.

The Board at its meeting held on August 06, 2024, upon the recommendation of the Nomination and Remuneration Committee, has re-appointed Mr. Sahib Singh Gusain (DIN: 00649786) as Whole-time Director designated as the Managing Director of the Company for further term of Three (3) years effective from August 13, 2024. The details of the re-appointment have been furnished in the explanatory statement to the notice of the ensuing annual general meeting.

The Board at its meeting held on August 06, 2024, upon the recommendation of the Nomination and Remuneration Committee, has re-appointed Mr. Pramod Kumar Jain (DIN: 00112968) as a Whole-time Director/Executive Director of the Company for a further term of Three (3) years effective from August 13, 2024. The details of the re-appointment have been furnished in the explanatory statement to the notice of the ensuing annual general meeting.

B. Directors liable to retire by rotation

Mr. Sahib Singh Gusain, Managing Director (DIN: 00649786) retires by rotation at the ensuing AGM, being eligible, offers himself for re-appointment. Necessary details for re-appointment as required under the Act and SEBI Listing Regulations are given in the notice of the 35^th AGM.

C. Key Managerial Personnel

Pursuant to Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are:

a. Mr. Sahib Singh Gusain, Managing Director

b. Mr. Pramod Kumar Jain, Executive Director*

c. Mr. Ankit Gupta, Company Secretary

d. Mr. Suraj Kumar, Chief Financial Officer

*Mr Pramod Kumar Jain, Executive Director & CFO, resign from the position of CFO w.e.f. April 20, 2023 and continue only as Executive Director of the Company. Further, Mr Suraj Kumar was appointed as CFO of the company w.e.f. April 20, 2023.

Declaration by Independent Directors

All the Independent Directors have given necessary declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149 (6) of the Act, as amended, and Regulation 16 read with Regulation 25(8) of the SEBI Listing Regulations, as amended.

During the year, the Independent Directors of your company had no pecuniary relationship or transaction with your Company other than sitting fees for attending Board and Committee meetings.

The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to the inclusion of their name in the databank of independent directors.

Statement of Board of Directors

In the opinion of the Board, Independent Directors fulfil the conditions of independence as specified in the Act, Rules, Regulations made there under and are independent of the management and the Board is satisfied of the integrity, expertise, and experience of all Independent Directors on the Board. The Independent Directors have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

Board and Committee Meetings

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the prescribed period.

Directors' Responsibility Statement

In compliance of section 134(3) (c) of the Act, the Directors, to the best of their knowledge and belief, confirm that:

a) In the preparation of the annual financial statements for the year under reporting, the applicable Indian Accounting Standards (Ind As) have been followed along with proper explanations relating to material departures, if any;

b) Appropriate accounting policies have been selected, applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at reporting date and of the profit of the company for the year ended on that date;

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

d) The annual financial statements have been prepared on a going concern basis;

e) Proper internal financial controls were in place and the internal financial controls were adequate and operating effectively; and

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

Policy on appointment and remuneration of Directors

The Company has adopted a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and the Listing Regulations.

In accordance with the Nomination and Remuneration Policy adopted by the Company, the Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company.

The Committee is responsible for reviewing and vetting the profile of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board in accordance with the Nomination and Remuneration Policy of the Company. The Nomination and Remuneration Committee has formulated the criteria for determining requisite qualifications, positive attributes such as high standards of ethical behaviour, strong interpersonal and communication skills and soundness of judgment and independence of Directors in terms of provisions of Section 178 of the Act and the Listing Regulations. The philosophy for remuneration of Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Remuneration Policy of the Company is aligned to this philosophy.

The Nomination and Remuneration Committee has inter-alia considered the following factors while formulating the Policy:

(i) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

(ii) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company.

The Remuneration Policy, as approved by the Nomination and Board, is uploaded on the Company's website at the web link: https://www.purshottaminvestofin.in/pdf/report/Nomination%20And%20Remuneration%20Policy w.e.f.%20January%201,%202022.pdf

Risk Management Policy

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and the Listing Regulations. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.

The risk management process consists of risk identification and assessment; risk measurement, mitigation, and monitoring; and risk reporting.

Annual Evaluation of Board Performance and Performance of its Committees and of Directors

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its committees.

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

The Board's functioning was evaluated on various aspects, including inter alia degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Your Directors express their satisfaction with the evaluation process and inform that the performance of the Board as a whole, its Committees and its member individually were adjudged satisfactory.

Corporate Governance and Management Discussion & Analysis Report

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Annual Report, together with the Certificate from M/s Kundan Agrawal & Associates, Company Secretary in Practice in compliance with the requirements of Securities Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015. The Auditors' Certificate for the financial year 2023-24 does not contain any qualifications, reservations or adverse remarks.

Anti-Sexual Harassment Policy

Your Company has in place a policy on prevention of sexual harassment at workplace. No complaint of Sexual Harassment was received during the financial year 2023-24. Internal Complaint committee is not required to be constituted as the worker in our organisation is less than 10 during the Financial Year under review.

Code for Prevention of Insider Trading

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations 2015, the Company has adopted a Code for Prevention of Insider Trading. The objective of the code is to restrict an insider from dealing in the shares of the company either directly or indirectly when in possession of unpublished price sensitive information and also to restrict communication of such information. The code is applicable to directors and designated employees/ persons associated with the company. The code enumerates the procedure to be followed for dealing in the shares of the company and periodic disclosures to be made. It also restricts the insiders from dealing in the company's shares during the period when the 'Trading Window' is announced closed. The company secretary has been designated as the Compliance Officer.

The details of the said code are posted on the website of the company at https://www.purshottaminvestofin.in/codenpolicies.html Internal Controls Systems and Adequacy Thereof

The Company's internal audit systems are geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operations through adherence to the Company's policies, identifying areas of improvement, evaluating the reliability of Financial Statements, ensuring compliances with applicable laws and regulations and safeguarding of assets from unauthorized use.

Details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of the Directors' Report.

i) Statutory Auditors

In terms of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Members of the Company in the 31st Annual General Meeting held on September 26, 2020, approved the appointment of M/s. STRG & Associates, Chartered Accountants, (ICAI Firm Registration no. 014826N), as the Statutory Auditors of the Company from the conclusion of the 31^st AGM till the conclusion of the 35th AGM of the Company to be held in the year 2024. Accordingly, M/s. STRG & Associates, Chartered Accountants, will cease to be the Statutory Auditors of the Company on the conclusion of forthcoming 35th AGM of the Company.

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Audit Committee and the Board of Directors of the Company have recommended appointment of M/s AKGSR & Co, Chartered Accountants (Firm Registration No. 027579N) as the Statutory Auditors of the Company for a term of 5 (five) years to hold office from the conclusion of forthcoming 35th AGM until the conclusion of the 40^th AGM of the Company, in place of retiring Statutory Auditors namely M/s. STRG & Associates.

A resolution seeking the appointment of M/s AKGSR & Company, Chartered Accountants as Statutory Auditors of the Company forms part of the Notice of 35th AGM and the same is recommended for Member's approval. Pursuant to Section 141 of the Act, the appointing Auditors have represented that they are not disqualified and are eligible to act as the Statutory Auditors of the Company.

The Report given by M/s. STRG & Associates, Chartered Accountants, on the financial statement of the Company for the financial year 2023-24 is part of the Annual Report. The Notes on the financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.

ii) Secretarial Auditor

In accordance with the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company had appointed Kundan Agrawal & Associates, Company Secretaries, to undertake the Secretarial Audit of the company. The Secretarial Audit report is annexed herewith as Annexure-A. The Secretarial Audit Report is self-explanatory and do not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to regulation 24A(2) of SEBI Listing Regulations, a report on secretarial compliance for FY 2023-24 has been issued by Kundan Agrawal & Associates, Company Secretaries, and the same has been submitted with the stock exchanges within the given timeframe. The report is made available on the website of the Company. There are no observations, reservations or qualifications or adverse remark in any of the aforesaid reports.

iii) Cost Auditor

The provision of maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is not applicable to the company as the company is a Non-Banking Financing Company.

Reporting of Frauds

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor have reported to the Audit Committee/ Board or Central Government any instances of material fraud in the Company by its officers or employees under section 143(12) of the Companies Act, 2013 and the rules made thereunder.

Secretarial Standards

The Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Companies Secretaries of India.

Nature of Business

There is no change in the nature of business during the period under review.

Corporate Social Responsibility

The provisions of the Act relating to Corporate Social Responsibility are not applicable. Nevertheless, the Company shall continue its endeavour to fulfil its responsibility towards society.

RBI Norms

Your Company is a non-deposit taking non-banking financial company registered with the Reserve Bank of India ("RBI") and classified as NBFC - Base Layer under RBI 'Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023. The Company continues to comply with all the applicable regulations/guidelines/directions prescribed by the RBI, from time to time.

Significant and Material Orders passed by the Regulators or Courts

The Company has not received any significant or material orders passed by any regulatory Authority, Court or Tribunal which shall impact the going concern status and Company's operations in the future.

Material changes and commitments affecting financial position between the end of financial year and date of the report

There have been no material changes and commitments, which affect the financial position of the company, that have occurred between the end of the financial year to which the financial statement relates and the date of report.

Personnel

Industrial relations: During the year, the industrial relations at all the works of the Company were cordial.

Particulars of employees

The information required under Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with any amendments thereto, is annexed as Annexure-B.

Further, details of employee remuneration as required under provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules of the Act is available for inspection at the Registered Office of your Company during working hours. As per second proviso to Section 136(1) of the Act and second proviso of Rule 5 of the Rules the Annual Report has been sent to the Members excluding the aforesaid exhibit. The said information is open for inspection at the registered office of the company or any member interested in obtaining a copy of such information write to the Company Secretary & Compliance Officer at pil.cs0187@gmail.com

Other Disclosures

Neither any application was made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

During FY 2023-24, there was no instance of one-time settlement with Banks or Financial Institutions. Therefore, as per rule 5(xii) of Companies (Accounts) Rules, 2014, reasons of difference in the valuation at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions are not reported.

Investor Relations

Your Company always endeavours to keep the time of response to shareholders request/ grievance at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Stakeholder Relationship Committee of the Board meets periodically and reviews the status of the Shareholders Grievances.

Particulars of Conservation of Energy, Technology, Absorption and 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 Act read with Rule 8 of the Companies (Accounts) Rules, 2014 with any amendments thereto, is given are as under:

Electronic Communication

As a responsible corporate citizen, the Company supports the 'Green Initiative' undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to shareholders at their e-mail address registered with the Depository Participants and Registrar & Transfer Agent.

To support the 'Green Initiative' and in compliance of Rule 18 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Members who have not yet registered their email addresses or want to update a fresh email id are requested to register the same with their Depository Participant in case the shares are held by them in electronic form and with Company's RTA in case the shares are held by them in physical form for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.

Further, as permitted by MCA Circulars and SEBI Circulars issued from time to time, Notice of the 35^th AGM and the Annual Report of the Company for the financial year ended March 31, 2024 including therein the Audited Financial Statements for the year 2023-24, the above documents are being sent only by email to the Members. This Annual Report, along with other documents, is also available on the Company's website at https://www.purshottaminvestofin.in

Acknowledgments

The Directors sincerely acknowledge the trust and confidence that has been placed by the employees, shareholders and investors in the Company. The Directors are thankful to all the employees and the officers of the Company, for their dedication, support and co-operation.