Regency Fincorp Ltd

Regency Fincorp Limited

Your Directors present hereunder the 31 Annual Report on the Business and operations of the Company along with audited statement of accounts of your Company for the Financial Year ended 31 March, 2024. The financial results are summarized as under:

1. FINANCIAL PERFORMANCE OF THE COMPANY

2. FINANCIAL HIGHLIGHTS & OPERATIONS/STATE OF COMPANY'S AFFAIRS

The Key highlights pertaining to the business of the company for the year 2023-24 and period subsequent there to have been given hereunder:

Your directors are pleased to report that for the year under review, your Company has been able to achieve a net turnover of Rs. 1573.28 Lacs in the year 2023-24 as compared to Rs. 1352.19 Lacs in the previous year. The Company has earned a net profit of Rs.196.69 Lacs as compared to Rs. 92.49 Lacs in the previous year.

The Directors trust that shareholders will nd the performance of the company for the financial year 2023-24 to be satisfactory. The Earning per share (EPS) of the company is Rs. 0.51 per share (Basic) and Diluted EPS is Rs. 0.51 per share.

3. CHANGE IN THE NATURE OF THE BUSINESS

During the year, there is no change in the nature of the business of the Company.

4. PUBLIC DEPOSITS

During the financial year 2023-24 the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 and Non-Banking Financial Companies

- Acceptance of Public Deposits (Reserve Bank) Directions, 2016, updated as on 10 October, 2023.

5. BORROWINGS

The Company had also availed financial facilities from Banks/Financial Institution/Directors and promoters during the financial year.

6. FUTURE OUTLOOK:

Your Company is very well positioned to take advantage of ever-increasing demand for the personal loans, business loans, education loans, loan against property, residential & commercial loan. So, in this way, your Directors are hopeful to achieve better results in the coming years.

Further the company has started digital platform for granting loan facility to eligible borrowers which are in progress till date of report. So that the Company can maintain quality and many other benefits from various angle.

7. APPROPRIATIONS: O DIVIDEND:

In order to conserve the reserves, the management of the Company does not propose to declare any dividend for the financial year ended 31 March 2024.

O TRANSFER TO RESERVE:

As per Section 45-IC of the Reserve Bank of India Act, 1934, the Company created a reserve fund and transferred therein a sum of 20% of its net pro t.

Transfer to reserve fund Under Section 45-IC (1) of Reserve Bank of India Act, 1934, Non-Banking Financial Companies (NBFCs) are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Accordingly, the Company has transferred a sum of Rs. 39.56 Lacs to its Statutory reserve fund.

8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no other material changes and commitments occurred which affect the financial position of the Company between the end of the financial year and date of report.

9. LISTING:

The Company is listed on BSE Limited and is regularly complying with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10. DEMATERIALIZATION OF SHARES

The securities of the Company are admitted with NSDL and CDSL. The ISIN allotted to the Company is INE964R01013.

11. CAPITAL STRUCTURE

The Authorized Share Capital as at 31st March, 2024 stood at 50,00,00,000/- (Rupees Fifty Crore only) divided into 50000000 (Five Crore) equity shares of Rs. 10/- (Rupees Ten Only) each and the paid-up Equity Share Capital as at March 31, 2024 stood at 38,23,04,540/- (Rupees Thirty Eight Crores Twenty Three Lakhs Four Thousand Five Hundred Forty Only) divided into 38230454 (Three Crore Eighty Two Lakh Thirty Thousand Four Hundred Fifty Four) equity shares of Rs. 10/- (Rupees Ten Only) each.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year 2023-24 following changes were made in the directorship of the Company:

1. Mr. Jenish Pankajkumar Shah (DIN: 07986786) resigned from the post of Independent Director of the Company w.e.f. 26th October, 2023.

2. Mr. Sarfaraz Mallick (DIN: 10255433) was appointed as Additional Non-Executive Non-Independent Director of the Company w.e.f 31st October, 2023. Further he was regularized as Non-Executive Director of the company in the Extra Ordinary General Meeting held on 5th February, 2024.

3. Ms. Sahara Sharma (DIN: 07682859) resigned from the post of Whole Time Director of the Company w.e.f. 06th January, 2024.

4. Ms. Saloni Shrivastav (DIN: 07746707), was appointed as an Additional Director in the category of Non-Executive Independent Woman Director of the Company w.e.f. 6th January, 2024.

Further, she was regularized from Additional Director to Independent Director in the Extra Ordinary General Meeting of the Company held on 5th February, 2024.

5. Mr. Gurinder Singh Sandhu (DIN: 02507381) resigned from the post of Independent Director of the Company w.e.f. 27th February, 2024.

6. Ms. Dolly Setia (DIN: 10501076) was appointed as an Additional Director in the category of Non-Executive Independent Women Director of the Company w.e.f. 28th February, 2024 and her appointment shall be proposed for regularization in the ensuing meeting of the Members of the Company.

13. CHANGES IN THE KEY MANAGERIAL PERSONNEL(S) DURING THE YEAR

The Following changes were made in the Key Managerial Personnel of the Company during the Financial Year ended 31st March, 2024:

? Ms. Reena Bhaskar (Mem No. A67200) was appointed as Company Secretary and Compliance Of cer of the Company w.e.f. 29th September, 2023 and subsequently she has resigned from the position of Company Secretary and Compliance Of cer of the Company w.e.f. 25th October, 2023.

? Ms. Priyanka Choudhary (Mem No. A59061) was appointed as Company Secretary and Compliance Of cer of the Company w.e.f. 18th December, 2023 and subsequently she has resigned from the position of Company Secretary and Compliance Of cer of the Company w.e.f 22nd December, 2023.

? Ms. Kangan Dhamija (Mem No. A30672) was appointed as Company Secretary and Compliance Of cer of the Company w.e.f. 28th February, 2024 and subsequently she has resigned from the position of Company Secretary and Compliance Of cer w.e.f 9th May, 2024

14. DISCLOSURE OF MEETINGS OF BOARD OF DIRECTORS

The board met 18 (Eighteen) times during 2023-24. The details of the same are as follows:

A. AUDIT COMMITTEE:

Your Company has constituted an Audit Committee, as per the applicable provisions of Section 177 of the Companies Act, 2013 and also to comply with Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 applicable upon listing of the Company's Equity shares on BSE.

Presently, the Audit Committee comprises of the following members:

The audit committee met 10 (Ten) times during the year 2023-24. The meeting of the Audit Committee as on during the year 2023-2024 are as follows:

The Company Secretary of the Company acts as the Secretary to the Committee.

B. NOMINATION AND REMUNERATION COMMITTEE:

Your Company has formed the Nomination and Remuneration Committee in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013 & Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

Presently the Nomination and Remuneration Committee comprises of the following Members:

The Nomination and Remuneration Committee met 6 (Six) times during the year. The details of the same are as follows:

The Company Secretary of the Company acts as the Secretary to the Committee.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Your Company has formed the Stakeholder's Relationship Committee in accordance with the provisions of sub-section (5) of Section 178 of the Companies Act, 2013 & Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

Presently, the Stakeholders' Relationship Committee comprises of the following members:

The Company Secretary of the Company acts as the Secretary to the Committee. The Stakeholder's Relationship Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company.

The Stakeholder's Relationship Committee met Five (5) times during the year. The details of the

same are as follows:

Details of Investor's grievances/ Complaints:

4 (Four) Investor complaint were received and:

? 3 (Three) complaints were withdrawn by the complainant during the quarter ended on 31 March, 2024.

? 1 (One) compliant was resolved during the quarter ended on 31 March, 2024.

The pending complaints of the Shareholders/Investors registered with SEBI at the end of the current financial year ended on 31st March, 2024 are NIL.

There were no pending requests for share transfer/dematerialization of shares as of 31 March 2024.

15. MEETING OF INDEPENDENT DIRECTORS:

The independent directors of company met 1 (One) time during the year on Saturday, 30 March, 2024 where all the independent directors were present under the requirement of Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from each Independent Director of the Company confirming that they met with the criteria of independence as laid out in subsection (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

The statement regarding opinion of the Board with regard to integrity, expertise and experience of the independent directors appointed during the year has been received.

17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

A policy on familiarization program for independent directors has also been adopted by the Company. All new Independent Directors inducted to the Board are presented with an overview of the Company's business operations, products, organization structures and about the Board Constitutions and its procedures.

Framework for Familiarization Programme for the Independent Directors and the details of Familiarization Programme imparted to Independent Directors are made available on the w e b s i t e o f t h e C o m p a n y https://regencyincorp.com/images/investor/investor1676894370174.pdf

18. DIRECTOR'S RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013:

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

2. That 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 or loss of the Company for the year under review.

3. That 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.

4. That the directors had prepared the annual accounts on a going concern basis.

5. That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6. That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

19. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review the Committee/Management has not received any complaint related to Sexual Harassment.

a. Statutory Auditors:

M/s. Sunil K Sharma & Associates, Chartered Accountants, Chandigarh (Firm Reg. No. 029335N) were appointed on 28 September, 2019 as Statutory Auditors of the Company for a term of 5 years to hold the office from the conclusion of 26 Annual General Meeting till 31st Annual General Meeting of the Company to be held in the year 2024.

There are no qualifications made by M/s. Sunil K Sharma & Associates, Chartered Accountants, the Statutory Auditors of the Company, in their report.

Further, the auditor in its audit report has not reported any fraud under Section 143(12) of Companies Act, 2013.

Further, the term of the said auditor is expiring in the ensuing Annual General Meeting and On the recommendation of Audit Committee and subject to the approval of Members the Board in its meeting held on 10 May, 2024 has recommended and approved the appointment of M/s K N S G & Co. LLP, Chartered Accountants, New Delhi (Firm Reg. No. 025315N/N500106) to hold the office from the conclusion of the ensuing Annual General Meeting of the Company till 36 Annual General Meeting of the Company.

b. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act, the Board has appointed Ms. Anuradha Mallik (M.No: A60626 and CoP: 27205), Practicing Company Secretary as Secretarial Auditor of the Company for the financial year 2023-24 to undertake secretarial audit of the Company.

The company has received the Secretarial Audit Report in the prescribed Form MR-3 and the same is marked with this report as ANNEXURE- I. However, there are certain observations and the same are mentioned in the Secretarial Audit, which are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

c. Internal Auditor:

During the financial year under review, the following changes were made:

a. Ms. Reena Bhaskar was appointed as Internal Auditor w.e.f 29th September, 2023 and resigned w.ef. 25th October, 2023.

b. Ms. Priyanka Chaudhary was appointed as Internal Auditor w.e.f 18th December, 2023 and resigned w.e.f 22nd December, 2023

c. Ms. Kangan Dhamija was appointed as Internal Auditor w.e.f 28th February, 2024 and ceased to be w.e.f 9th May, 2024.

Subsequently to her cessation, no Internal Auditor is currently present in the company.

d. Cost Auditors:

The Company has not appointed the Cost Auditor pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

21. SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) whenever it has applicable.

Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as and when they are made mandatory.

22. EVALUATION OF BOARD'S PERFORMANCE

In compliance with the provisions of the Companies Act, 2013 ('the Act') and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board during the year adopted a formal mechanism for evaluation of its performances as well as that of its committees and individual Directors, including the Chairman of the Board. A structured mechanism was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

23. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

24. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company as on 31 March, 2024. Hence, "Form AOC 1" is not applicable.

25. CLASSES OF SHARES

As on date, the Company has only one class of share capital i.e. Equity Shares of Rs. 10/- each.

26. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal audit functions reports to the Chairman of the Audit Committee and to Chairman/Managing Director of the Company.

The Internal Audit monitors and evaluates the ef ciency and adequacy of internal control systems in the company. It's compliances with operating systems, accounting procedure and policies at all locations of the Company.

27. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

28. RISK MANAGEMENT:

Risk Management is the systematic process of understanding, measuring, controlling and communicating organization's risk exposures while achieving its objectives. Risk Management is an important business aspect in the current economic environment and its objective is to identify, monitor and take mitigation measures on a timely basis in respect of the events that may pose risks for the business. The Company's risk management strategy is to identify, assess and mitigate any significant risks. We have established processes and guidelines, along with a strong overview and monitoring framework at the Board and Senior Management levels.

29. RELATED PARTIES TRANSACTIONS:

There were no any materially significant related parties' transaction with promoters and directors which were in conflict with the interest of the Company attracting the provision of Section 188 of the Companies Act, 2013 during the financial year. Thus, disclosure in Form AOC-2 is not required.

The related party transactions in accordance to Indian Accounting Standards forms the part of the Financial Statements, annexed to this Annual Report.

30. EXTRACT OF ANNUAL RETURN:

The details of Annual return is available on the website of the company at the website of the

Company https://www.regency icorp.com

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has given loan or provided any guarantee or made any investment covered under Section 186 of the Companies Act 2013 during the year in its ordinary course of business and has complied with the provisions of the Act.

Details on loans or investments are mentioned in Notes to Financial statements of this Annual Report. (Refer Note. 03 for Loans and Note 4 for investments given in the attached Financial Statements for the Financial year 2023-24). The Company has neither provided any security nor given any guarantee on behalf of a third party.

32. CORPORATE GOVERNANCE:

The provision of Regulation 27 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 is applicable to Company and thus the Corporate Governance Report, enclosed as "ANNEXURE- II" forms part of this Report.

33. PARTICULARS OF EMPLOYEES:

No employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence no information as required under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this report.

34. DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has zero tolerance towards any action on the part of any executive which may fall under the ambit of 'Sexual Harassment' at workplace and is fully committed to uphold and maintain the dignity of every women executive working in your Company. The Sexual Harassment Policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints.

During the year under review, there were no complaints pending as on the beginning of the

financial year and no new complaints were led during the financial year under review.

FOREIGN EXCHANGE EARNING AND OUTGO:

Since, the Company is an Investment and Credit Company registered with the Reserve Bank of India as Non- Systematically Important Non-Deposit Accepting Non-Banking Financial Institution and did not carry any manufacturing activities and the Company has neither used nor earned any foreign exchange during the year under review. Hence, no particulars as per Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are being furnished under this head.

36. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given as an "ANNEXURE III' to this report.

37. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' quali cations, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in "ANNEXURE IV" forming part of the Annual Report.

38. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

39. SUMS DUE TO MICRO, SMALL & MEDIUM ENTERPRISES:

No amount for payment towards principal and interest was pending towards Micro, Small & Medium Enterprises as on 31 March, 2024.

40. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has established vigil mechanism/Whistle Blower Policy for Directors and employees of the Company to report genuine concerns regarding unethical behavior, actual or suspected fraud or violation of the Company's code of conduct and ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistle blower policy in order to ensure adequate safeguards to employees and Directors against victimization. During the year under review, no personnel of the Company approached the Audit Committee on any issue falling under the said policy.

41. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. As on 31 March, 2024, the Board of Directors and the designated employees have con rmed compliance with the code.

Further, the Company has set up its in-house SDD Interface for entering the Unpublished Price Sensitive Information as and when discussed among the Designated persons.

42. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code.

A declaration signed by the Company's Managing Director for the Compliance of these requirements is furnished in "ANNEXURE V" forming part of the Annual Report.

43. MANAGING DIRECTOR & CFO CERTIFICATION:

The Managing Director and/or CFO of the company are required to give an Annual Certificate on compliance with Financial Reporting and internal controls to the board in terms of Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Certificate on Financial Results while placing the Annual financial results before the board in terms of Regulation 33 of SEBI Listing Regulations and same is published in this report as "ANNEXURE-VI".

44. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with employees at all level.

45. GENERAL DISCLOSURES:

During the Financial Year 2023-24, after receiving all the Statutory and Regulatory Approval, the following Preferential Issues were made:

a) The Board of Directors of the Company in its Meeting held on 18th August, 2023, alloted 25649992 Equity Shares and 4999996 Convertible Warrants.

b) The Board of Directors of the Company in its Meeting held on 28th February, 2024 alloted of 1894734 Equity Shares on preferential basis.

Further, apart from the aforesaid issues there were no material transactions held during the financial year under review.

46. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

No such one-time settlement was done with Banks or financial institutions

47. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

No CIRP process has been initiated against the Company during the Financial year 2023- 24 under IBC Code, 2016.

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and con dence reposed in your Company.