Focus Business Solution Ltd

To

The Members,

Focus Business Solution Limited

The Board of Directors has pleasure in presenting herewith their 18th Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2025.

a) The Company's financial performance during the year ended 31st March 2025 compared to the previous financial year is summarized below:

The Company is engaged in the business of debt collection services for Banks, NBFC and financial institutions. Company entered into the agreements with India's leading Banks, Financial Institutions and Non-Banking Financial companies to act as authorised recovery/collection agents on behalf of them.

The Company achieved the Revenue from Operations of Rs. 2390.68 Lakhs during the financial year ended on 31st March, 2025 as against Rs. 2134.67 Lakhs achieved during the previous year ended on 31st March, 2024.

During the year Company incurred Net Profit of Rs. 74.08 Lakhs during the financial year ended on 31st March, 2025 as against Net Profit of Rs. 57.57 Lakhs during the previous year ended on 31st March, 2024.

The Company has not transfer any amount to the General Reserve Account during the financial year ended 31st March, 2025.

The Company does not have any subsidiary or joint venture or Associate Company.

The authorized share capital of the company is Rs.7,50,00,000 (Rupees Seven Crore Fifty Lakhs Only) divided into 75,00,000 (Seventy Five Lakhs) equity shares of Rs. 10 each

The paid up share capital of the Company is increased from Rs. 4,59,96,000 divided into 45,99,600 Equity shares of Rs. 10 each to Rs. 4,60,72,950 divided into 46,07,295 Equity shares of Rs. 10 each.

The Company, following the approval of shareholders granted on March 23, 2024, has issued 6,00,000 (Six Lakhs) equity shares of face value Rs.10/- each, at an issue price of of Rs. 33.60/- (Rupees Thirty-Three and Sixty paisa only) including premium of Rs.23.60/-(Rupees Twenty-Three and Sixty paisa only) per Equity Share, aggregating to Rs.2,01,60,000/- (Rupees Two Crore One Lakh Sixty Thousands Only) for cash consideration on a preferential basis. These shares were duly allotted during the Board meeting held on April 2, 2024 upon the receipt of in principle approval from BSE vide letter dated April 1, 2024.

Company has allotted 7695 (Seven Thousands Six Hundred Ninety Five) equity Shares of the company having a face value of Rs. 10/- (Rupees ten Only) at an exercise price of Rs. 10 (Rupees Ten only) aggregating to Rs. 76,950 (Rupees Seventy Six Thousands Nine Hundred and Fifty Only) to the option grantees pursuant to exercise of the options granted to the eligible employees of the Company as per first grant under "FBSL-ESOS 2023" vide in its board meeting held on 26th March, 2025.

The Company has paid Listing Fees for the Financial Year 2024-25 to the Stock Exchange, where its Equity Shares are listed.

The Company has declared the following interim dividend during the year in compliance with the Dividend Distribution Policy.

The Board of Directors did not recommend any final dividend for the financial year ended 31 March 2025.

A. Conservation of energy and technology absorption: Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve energy in its office use, consequent to which energy consumption had been minimized. No additional Proposals/ Investments were made to conserve energy. Since the Company has not carried on industrial activities, disclosure regarding impact of measures on cost of production of goods, total energy consumption, etc, is not applicable Therefore provision of section 134(m) is not applicable to the company.

B. Foreign Exchange Earnings and Outgo: There were no foreign exchange earnings and outgoing for the year ended as on 31st March, 2025.

During the year under review, the Company has re-appointed the following non-executive independent for their second term w.e.f February 28, 2025 to February 27, 2030 at the ensuing 17th Annual General Meeting (AGM) held on 23rd September, 2024.

1. Mr. Pareshkumar Arjanbhai Patel (DIN: 08712881)

2. Ms. Saba Banu Bawani (DIN: 08712681)

3. Mr. Tushar Mohanlal Mistry (Din: 08713671)

In accordance with the applicable provisions of the Companies Act, 2013 ('the Act') and the Articles of Association of the Company Mr. Mohamedamin Mohammad Nathani (DIN: 02759560), Whole Time Director, retires by rotation at the ensuing Annual General Meeting ('AGM') and being eligible, offers himself for re-appointment.

The following persons were designated as Key Managerial Personnel as on 31.03.2025:

1. Mr. Mohamedyaseen Muhammadbhai Nathani - Managing Director & Chairman

2. Mr. Mohamedamin Mohammad Nathani - Whole Time Director

3. Mr. Mohammed Ilyas Shaikh - Chief Financial Officer

4. Ms. Dinal Kansadwala - Company Secretary & Compliance officer

The company has compiled with the requirements of having Key managerial Personnel as per provisions of section 203 of the companies Act, 2013.

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulation 16 (1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, hereinafter referred to as 'Listing Regulations'. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management. Further, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained / received from the operating Management, your Directors make the following statement and confirm that

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

b. 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 and loss of the company for that period;

c. 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;

d. the directors had prepared the annual accounts on a going concern basis;

e. 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; and

f. 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.

During the year under review, the Company has not developed the policy on Corporate Social Responsibility as the Company does not fall under the prescribed classes of Companies mentioned under section 135(1) of the Companies Act, 2013.

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The details of Complaint received by the company during the year 2024-25 are as under:

• The number of sexual harassment complaints received during the year - NIL

• The number of such complaints disposed of during the year-NA

• The number of cases pending for a period exceeding ninety days-NIL

Since the Company has listed its securities on SME platform of BSE Limited during the year under review, the provisions of Corporate Governance as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company for the financial year ended 31st March, 2025.

Business Responsibility report is not applicable to the Company for the financial year ended 31st March, 2025.

The Board of Directors (herein after called as "the Board") met for Eight times during the Year under review:

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

During the year under review, your Directors have constituted wherever required, the following committees of the Board in accordance with the requirements of the Companies Act, 2013. The composition, terms of reference and other details of all the Board level committees have been elaborated in the report.

The Composition of the Committee and Attendance of the members are as under:

During the year, 4 meetings of the Audit Committee were held during the financial year 2024-25 on following dates:

30.05.2024, 22.08.2024, 14.11.2024 and 01.03.2025 Requisite quorum was present during the meetings.

The primary objective of the Audit Committee is to monitor and provide effective supervision of the management's financial reporting process, to ensure accurate and timely disclosures, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the management, the Statutory Auditors, Internal Auditor, the Cost Auditor, the Secretarial Auditor and notes the processes and safeguards employed by each of them.

The Composition and the Terms of Reference of the Audit Committee is as mentioned in the provisions of Section 177 of the Companies Act, 2013 as amended from time to time.

The Composition of the Committee and Attendance of the members are as under is as under:

During the year, 3 meetings of the Nomination and Remuneration Committee were held during the financial year 2024-25 on following dates:

02.04.2024, 22.08.2024 and 26.03.2025

Requisite quorum was present during all the meetings.

The primary objective of the Nomination and Remuneration Committee ("NRC") is to identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down including remuneration payable to the senior management, recommend to the Board their appointment and carry out evaluation of every director's performance.

The Composition and the Terms of Reference of the nomination & Remuneration Committee is as mentioned in the provisions of Section 178 of the Companies Act, 2013 as amended from time to time.

The Composition of the Committee and Attendance of the members are as under is as under:

During the Financial year, 4 (Four) meeting of the Stakeholder Relationship Committee were held during the financial year 2024-25 on following dates:

02.04.2024, 15.07.2024, 14.11.2024 and 01.03.2025.

The Committee looks into the grievances of the Shareholders related to transfer of shares, payment of dividend and nonreceipt of annual report and recommends measure for expeditious and effective investor service.

The Composition and the Terms of Reference of the Stakeholder Relationship Committee is as mentioned in the provisions of Section 178 of the Companies Act, 2013 as amended from time to time.

The Company has duly appointed Registrar and Share Transfer Agent (R&T Agent) for servicing the shareholders holding shares in physical or dematerialized form. All requests for dematerialization of shares are likewise processed and confirmations thereof are communicated to the investors within the prescribed time. There were no complaints received during the year ended 31st March 2025.

During the year, one independent directors meeting held on 01.03.2025.

The company has entered into transactions with related parties in accordance with the provisions of the Companies Act, 2013 read with rules and the particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC-2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as "Annexure - I".

The details of the Investments and Loans covered under the provisions of Section 186 of the Act are given in the notes to the financial statements.

There were no significant and material orders passed by the Regulators /Courts that would impact the going concern status of the Company and its future operations.

As required pursuant to section 92(3) of the Companies Act, 2013 read with Section 134(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return is available on the website of the company i.e. www.focusbsl.com

Details Pertaining to Remuneration as Required under Section 197(12) Of the Companies Act, 2013 Read with Rule 5(1), 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-III.

The Company's Statutory Auditors, M/s. Kansariwala & Chevli, Chartered Accountants (firms' registration no:123689W) were appointed as Statutory Auditors of the Company for a period of Five year at the 14th Annual General Meeting held on September 28, 2021 and his remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor's Report are self-explanatory.

Pursuant to the requirements of Section 204(1) of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s D P Master and Associates, Company Secretary in Practice to conduct the secretarial audit for the financial year 2024-25. The Secretarial Audit Report as received from Mr. Dhaval Master, Company Secretary in Practice is appended as Annexure-II to this Report.

The observation of secretarial audit report as mentioned below;

• Whereas in terms of the Regulation 33 (3)(d), the listed entity shall submit Statement on Impact of Audit Qualifications (applicable only for audit report with modified opinion) within 60 days from the end of financial year 2024. The company has submitted Statement with the exchange as on 05th June, 2024.

Reply from the company:

• The delay in submitting the Statement on Impact of Audit Qualifications was inadvertent and due to procedural reasons. The Company submitted the statement on June 05, 2024, and steps have been taken to avoid such delays in future.

The Company has appointed M/s Jariwala & Associates, Chartered Accountants of the Company as Internal Auditor of the Company for conducing Internal Audit of Company for the period of 5 years from the Financial Year 2020-2021 to 2024-25, according to the Section 138 of the Companies Act, 2013 and read with the Rule 13 of The Companies (Accounts) Rules, 2014.

Further, the Board has re-appointed M/s. Jariwala & Associates, Chartered Accountants, as the Internal Auditor of the Company for the Financial Year 2025-26 in the board meeting held on 27th May, 2025.

The Company is not required to appoint Cost Auditor and maintain a cost records during the year under review.

The Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made thereunder.

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis forms part of the Annual Report and is annexed as AnnexureIV.

The Company has identified and documented all key internal financial controls, which impact the financial statements. The financial controls are tested for operating effectiveness through ongoing monitoring and review process of the management and independently by the Internal Auditors. In our view the Internal Financial Controls, affecting the financial statements are adequate and are operating effectively.

During the year, there were no material changes which affects the financial position of the Company.

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

During under the review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

During the year under review, there were no amounts, required to be transferred to the Investor Education and Protection Fund.

With a view to regulate trading in securities by the directors and designated employees, the Company has adopted a Code of Conduct for Prohibition of Insider Trading. Investor Grievance Redressal During the financial year under review, there were no pending complaints or share transfer cases as on 31st March 2025.

The Company, following the approval of shareholders granted on March 23, 2024, has issued 6,00,000 (Six Lakhs) equity shares of face value Rs.10/- each, at an issue price of Rs. 33.60/- (Rupees Thirty-Three and Sixty paisa only) including premium of Rs.23.60/-(Rupees Twenty-Three and Sixty paisa only) per Equity Share, aggregating to Rs.2,01,60,000/- (Rupees Two Crore One Lakh Sixty Thousands Only) for cash consideration on a preferential basis. These shares were duly allotted during the Board meeting held on April 2, 2024 upon the receipt of in principle approval from BSE vide letter dated April 1, 2024.

The total proceeds from preferential issue received dated on 02.04.2024 amounting Rs.2,01,60,000/- (Rupees Two Crore One Lakh Sixty Thousands Only) was utilized till date are as follows.

During the year under review, there were no amounts, required to be transferred to the Investor Education and Protection Fund.

The Company is pleased to report that during the year under reporting, the industrial relations were cordial.

During the financial year under review, the company has identified and evaluated elements of business risk. Consequently, a Business Risk Management framework is in place. The Risk management framework defines the risk management approach of the company and includes periodic review of such risks and also documentation, mitigation controls, and reporting mechanism of such risks. The framework has different risk models which help in identifying risks trend, exposure, and potential impact analysis at a company level as also separately for business.

The Company grants share-based benefits to eligible employees with a view to attracting and retaining the best talent, encouraging employees to align individual performances with Company objectives, and promoting increased participation by them in the growth of the Company.

On July 29, 2023, pursuant to approval by the shareholders, the Board has been authorized to introduce, offer, issue and provide share-based incentives to eligible employees of the Company under FBSL ESOS 2023 plan. The maximum number of shares to be granted under the FBSL ESOS 2023 Plan shall not exceed 2,22,200 equity shares.

Nomination and Remuneration Committee at its meeting held on November 11, 2023 approved the first grant of 26,400 options to eligible employees under FBSL ESOS 2023 at an exercise price of Rs. 10/- per option convertible into the equity shares of face value of Rs. 10/- each of the Company and shall vest within a period of one year from the date of the grant and shall be exercisable within one year of vesting. Subsequently, the Company allotted 7,695 equity shares of ^10/- each on March 26, 2025, to eligible employees upon exercise of options under the first grant.

Your company has adopted various policies for the smooth working of the company which are as follows:

• POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31st March, 2024, the Board consists of 5 Members, 2 is Executive Director and 3 of who are Non-Executive Independent Directors.

The Board periodically evaluates the need for change in its composition and size. The Policy of the Company on Director's appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board can be viewed on our website i.e www.focusbsl.com. We affirm that the remuneration paid to the director is as per the terms laid out in the said policy.

• INSIDER TRADING:

There are many information's that are important and price sensitive and required to be kept confidential on th e part of the company, if the information is disclosed this will harm the image of the company, in the definition of the insider it will include all the persons connected with the company including all employees. The policy relating to this is available on the website of the company.

This policy is applicable to all employees and KMP's of the company to not to disclose the confidential information of the company which affects the performance of the company, policy related to this available at the website of the Company i.e www.focusbsl.com.

• RELATED PARTY TRANSACTIONS:

The Objective of the Policy is to set out:

(a) The materiality thresholds for related party transactions; and

(b) The manner of dealing with the transactions between the Company and its related parties based on the Act, your company adopted this policy for dealing with parties in a transparent manner available at the website of the Company i.e www.focusbsl.com.

• RISK ASSESSMENT AND MANAGEMENT:

Risk is the part of the every one's life, while running any business there are many kind of risk is involved to minims the business risk and all the factors that will negativity effects the organization every company tries to follows a certain procedure for the forecasting of the risk and its management policy relating to this is available in the website of the Company i.e www.focusbsl.com.

• WHISTLE BLOWER AND VIGIL MECHANISM:

While running the big organization there are certain good and bad things may be happened in order to control the fraud, misconduct and malpractices this procedure is adopted by the Company and reporting of this procedure is done under the vigil mechanism, by adopting this kind of system company can control the unethical acts and practices policy relating to this is available at the website www.focusbsl.com.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

The Company has duly complied with the provisions of the Maternity Benefit Act, ensuring all eligible employees receive the benefits and protections as mandated under the Act.

Registrar and Transfer Agent:

The Company had appointed Purva Sharegistry (India) Pvt. Ltd as the Registrar and Transfer Agent (RTA). The Company's RTA have adequate infrastructure to process investor grievances with regards to transfers, transmission and other such matters.

Statutory Compliances

The Company has complied with all the statutory requirements. The Company ensures compliance of the Act, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and various statutory authorities on quarterly/half yearly basis.

Secretarial Standards

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings of the Company.

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Company's objectives, projections, estimates and expectations, may constitute "forward looking statements " within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual Results might differ.

Your Directors would like to express their sincere appreciation for the commitment, dedication and hard work done by the employees of the Company and the positive co-operation extended by Banks, Government Authorities, Customers and various other stakeholders. Your Directors also wish to place on record their deep gratitude towards the shareholders for their continued support and confidence.