Consolidated Finvest & Holdings Ltd

To the members,

The Directors presents the 38th Annual Report of your company together with the audited financial statements of the company for the year ended 31st March 2024.

During the year under review, the total income of the Company was at Rs. 5,169 Lakh and earned Net Profit for the year of Rs.4,645 Lakh as compared to Income of Rs. 41,733 Lakh and Net Profit for the year of Rs 31,294 Lakhs respectively in the previous financial year. Company earned its income from Interest on the loans given, dividend received on the investments and income from derivative trade.

Management of the Company is continuously taking appropriate steps for improvement of the profitability of the Company. During the year there is no change in the business of the Company. Company continues to be NBFC, registered with Reserve Bank of India, having business of doing & holding investment activity and providing loans.

As per the provisions of the Section 45-1C of Reserve Bank of India Act, 1934, the Company is required to transfer 20% of its profit after tax to the Statutory Reserve Fund. During the year, the Company has transferred Rs. 929.09 Lakhs to the statutory reserve fund.

Your directors intend to plough back available resources for financial requirements and express their inability to recommend any dividend for the year under review.

Your Company continues to comply with all the applicable laws, regulations, guidelines etc. prescribed by the Reserve Bank of India ("RBI"), from time to time. The Company continues to be in compliance with the norms pertaining to capital adequacy, non-performing assets etc.

Your Company, being an NBFC registered with RBI and engaged in the business of giving loans in ordinary course of its business, is exempt from complying with the provisions of Section 186 of the Companies Act,2013 ("the Act") with respect to loans. Pursuant to the provisions of Section 186(4) of the Act, details with regard to the investments made by the Company, as applicable, are given in Note no.5 of the Standalone financial statements, forming part of this Annual Report.

During the year, the Company has not accepted any deposits from the public under Chapter V of the Companies Act, 2013. There was no public deposit outstanding as at the beginning and end of the financial year 2023-24.

Company do not have any Associate or Subsidiary Company. Hence no Consolidated Financial Statements of the Company have been prepared for the F.Y. ended 31.03.2024.

Further Concatenate Advest Advisory Private Limited continue to be the Holding company and is holding 69.40% shares of the Company.

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form No. MGT-7, is available on the Company's website and can be accessed at the web-link: http://www.consofinvest.com/investor_relations. htm.

During the year under review, there were no changes in the directorship of the Company: Ms. Geeta Gilotra (DIN: 06932697) is retiring by rotation at the ensuing Annual General Meeting, and being eligible, offers herself for re-appointment. She is being re-appointed at the Annual General Meeting.

Mr. Sanjiv Kumar Agarwal, Managing Director was appointed on a term of 5 years on 27.09.2019 and his term is expiring on 26.09.2024. Board of directors of the Company on the recommendation of Nomination and Remuneration Committee have re-appointed Mr. Sanjiv Kumar Aggarwal as Managing Director for a further period of 3 years, subject to approval of shareholders at the Annual General meeting w.e.f. 27.09.2024. The necessary resolution seeking approval of the members of the Company has been incorporated in the Notice of 38th Annual General Meeting of the Company.

The brief resume of Ms. Geeta Gilotra and Mr. Sanjiv Kumar Agarwal and names of other company (ies) in which they hold directorship, membership of committees of the Board and their shareholdings are given in the Notice to the Shareholders.

None of directors proposed to be appointed/reappointed are disqualified/debarred from being a director by any order of SEBI/Ministry of Corporate Affairs.

All the Directors of the Company have confirmed that they satisfy the "fit and proper" criteria as prescribed under Chapter XI of RBI Master Direction No. DNBR. PD. 008/ 03.10.119/2016-17 dated 1st September 2016, as amended, and that they are not disqualified from being appointed/continuing as Director in terms of Section 164(1) and (2) of the Companies Act, 2013.

The Company has received the necessary declaration from each Independent Director(s) in accordance with Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid out in sub section (6) of Section 149 of the Companies Act, 2013.

The Board of the Company after taking these declarations on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant proficiency, expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management of the Company.

In accordance with the provisions of Section 150 of the Companies Act, 2013 read with the applicable Rules made thereunder, the Independent Directors of the Company have registered themselves in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs, Manesar ["llCA"].

The Board of Directors met 7 (seven) times during the financial year ended 31st March 2024. Board Meetings were held on 22nd May 2023, 13th June 2023, 11th July 2023, 10th August 2023, 31st August 2023, 9th November 2023 and 14th February 2024. The intervening gap between any two meetings was within the period described by the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The detail of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

The detail of the various committees constituted by the Board of Directors are provided in the Corporate Governance Report.

Details of Performance Evaluation of individual Director and Committees of the Board is mentioned in Corporate Governance Report.

The Company has established Internal Financial Control System for ensuring the orderly and efficient conduct of the business including adherence to Company's policies, the safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable Financial Statements. Clearly defined roles and responsibility for all managerial position gives strength to the internal control system of the organization. Internal audit are done at regular intervals to ensure that responsibilities are executed effectively.

Internal auditor has submitted their report to Board of Directors for the period ended 31.03.2024 and it does not have qualification or adverse remarks.

The Board of Directors of your Company appointed M/s. VASK & Associates, Chartered Accountants, New Delhi as Internal Auditors of the Company to carry out Internal Audit pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2024-25. The Internal Auditor conduct internal audit in respect of affairs of the Company on quarterly basis.

M/s Kanodia Sanyal & Associates, Chartered Accountant, was appointed as statutory auditors of the Company for a period of five financial years at the Annual General Meeting held on 29.09.2022 till the Forty First Annual General Meeting of the Company to be held in the year 2027. The auditors have furnished certificate regarding their eligibility for appointment as Company's Auditors, pursuant to Section 141 of the Companies Act, 2013.

The Auditors Report on the Audited Financial Statement of the Company for the year ended 31st March, 2024 do not contain any qualification, reservation or adverse remark so need not require any explanation or comment.

The Board had appointed Ms. Ashu Gupta of M/s Ashu Gupta & Co., Company Secretaries in Whole–time Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2024-25. Secretarial Auditors Report on the secretarial audit of the Company for the year ended 31st March, 2024 do not contain any qualification, reservation or adverse remark so need not require any explanation or comment.

The report of the Secretarial Auditor for F.Y. 2023-24 in Form No. MR-3 is annexed to this report as Annexure A.

The Company has complied with the mandatory provisions of Corporate Governance as prescribed under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A Corporate Governance report along with Statutory Auditor's Certificate confirming compliance of Corporate Governance for the year ended 31st March 2024 is provided separately and forms integral part of this Annual Report.

There were no frauds reported by the auditors.

There was no qualification, reservation or adverse remarks in Auditors' Report and Secretarial Auditor's report.

The Related Party Transactions that were entered during the financial year under review were on arm's length basis and were in the ordinary course of business. No material Related Party Transactions (transaction(s) exceeding ten percent of the annual consolidated turnover of the Company as per last audited financial statements), were entered during the year by the Company. The Company has not entered into any contract or arrangement with related parties as prescribed in section 188(1) of the Companies Act, 2013. Accordingly, disclosure of contracts or arrangements with Related Parties as required under section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. None of the Directors has any pecuniary relationships or transactions with the Company.

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company's operations in future.

No Material changes and commitment occurred, between the end of the financial year of the Company to which the Financial Statements relate and the date of the report, which could affect the financial position of the Company.

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, has approved a policy for selection, appointment & remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management employees of the Company. The Policy is uploaded on the website of the Company viz. www. consofinvest.com having following web link: http://www. consofinvest.com/investor_relations.htm

In the operations of the Company, no significant scope for energy conservation was identifiable and hence no significant steps have been taken for energy conservation. However, the Company in general keeps a track on energy conservation as far as possible.

The provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, in so far as it related to technology absorption are not applicable to the Company, as it does not have any manufacturing activity.

There is no foreign exchange earnings and outgo during the year.

The Company has laid down procedures to inform Board members about the risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework.

In terms of the provisions of Sec 177(9) & (10) of the Companies Act, 2013 and pursuant to the provisions of SEBI (LODR) Regulations, 2015, a Vigil Mechanism for Stakeholders, Employees and Directors of the Company has been established. The Whistle Blower Policy duly approved by the Board of Directors has been uploaded on the website of the Company having following web link, http://www.consofinvest.com/investor_relations.htm

During the year under review, no complaint was received under this mechanism.

The human resource is an important asset which has played pivotal role in the performance and growth of the Company over the years. Your Company maintains very healthy work environment and the employees are motivated to contribute their best in the working of the Company. Your Company maintains very healthy work environment and the employees are motivated to contribute their best in the working of the Company. Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and Rule 5(1) and 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under: i) Ratio of remuneration of each director to median remuneration of Employees and % increase in Remuneration is not applicable since Directors and Managing Director are getting only sitting fees to attend meetings of the Board and Committees thereof and are not getting any other remuneration (ii) The percentage increase in the median remuneration of employees in the Financial Year is 9.10%. (iii) The number of permanent employees were 2 (two) as at 31.3.2024. (iv) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. N.A. (v) The Company affirms that remuneration paid to the Directors / Key Managerial Personnel (KMP) is in accordance with the remuneration policy of the Company.

(vi) Details of top ten employees in terms of the remuneration and employees in receipt of remuneration as required under the provisions of section 197(12) of the Act, read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, which form part of the Directors' Report, will be made available to any shareholder on request, as per provisions of section 136(1) of the said Act.

(vii) There is no employee of the Company employed throughout the Financial Year 2023-24 and were paid remuneration more than Rs. 102 Lacs per annum and further there is no employee who has worked for the part of the year and were paid remuneration during the Financial Year 2023-24 at a rate which in aggregate was more than Rs. 8.5 Lacs per month.

The Company has constituted a Corporate Social Responsibility Committee and has developed its CSR policy which is available on the website of the Company viz. www. consofinvest.com having following web link, http://www. consofinvest.com/investor_relations.htm Company did not meet the criteria in terms of Section 135 of Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 and hence your Company was not required to spend any amounts towards CSR based activities for the financial year 2023-24.

Your company has in place a Policy on prevention of Sexual Harassment at workplace at Group level. The Policy is in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

As per the said Policy, an Internal Complaints Committee is also in place at Group level to redress complaints received regarding sexual harassment. There was no complaint received from any person during the financial year 2023-24 and hence no complaint is outstanding as on 31st March 2024 for redressal.

Pursuant to the requirement under section 134 (3) of the Companies Act, 2013 with respect to Director's Responsibility Statement, it is hereby confirmed;

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b) That they 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 or loss of the company for the year under review;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d) That they have prepared the annual accounts on a ‘going concern' basis.

e) That they have laid down proper internal financial control and such financial controls are adequate and were operating effectively.

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

a) The Company has complied with the applicable Secretarial Standards prescribed under Section 118(10) of the Companies Act, 2013.

b) Cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act 2013, are not applicable on the Company.

c) There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the period under review.

d) The 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 is not applicable to the Company during the period under review.

The Directors express their gratitude towards the Banks and various other agencies for the cooperation extended to the company. The Directors also take this opportunity to thank the shareholders for the confidence reposed by them in the company.

The employees of the company contributed significantly in achieving the results. The Directors take this opportunity to thank them and hope that they will maintain their commitment towards excellence in the years to come.