Hasti Finance Ltd

TO

THE MEMBERS

OF HASTI FINANCE LIMITED

Your Directors have pleasure in presenting the 30^th Annual report of the Company together with the audited Financial Statements for the year ended 31^st March, 2024.

1. FINANCIAL RESULTS:

The financial results of your company for the year ended 31st March, 2024 are summarized below: (Amount in Hundred)

During the year, the Loss suffered by the company amounting to Rs. (51,109.86) (Previous Year loss suffered by the company: Rs. 42,709.48) and Sale of services NIL

The Company is a Non deposit accepting Non Banking Finance Company. Accordingly it has followed the RBI guidelines for income recognition and provision norms as far as applicable to the Company.

The Loss after tax of the Company for the current year was Rs. 51,109.86 as compared loss of 34,163.93 during the previous year.

The Directors propose to carry 51109.86 being the Loss for the current year to the Balance Sheet during the financial year ended 31st March, 2024.

2. RESERVES

Since, the Company has incurred a loss during the year therefore, Company has not transferred to Statutory Reserves of the Company.

3. CAPITAL STRUCTURE

There was no change in the Authorized and Paid-up Share Capital of the Company during the year.

The Authorized Share Capital of the Company is Rs. 12,01,00,000/- (Rupees Twelve Crores and One Lakh only) divided into 1,20,10,000 (One Crore Twenty Lakh and Ten Thousand Only) Equity Shares of Rs. 10/- (Rupee Ten) each.

The Paid-up Share Capital of the Company is Rs. 10,83,97,300/- (Rupees Ten Crores Eighty Three Lakhs Ninety Seven Thousand and Three Hundred only) divided into 1,08,39,730 (One Crore Eight Lacs Thirty Nine Thousand Seven Hundred and Thirty Only) Equity Shares of Rs. 10/- (Rupee Ten) each.

4. DIVIDEND:

During the year Company has incurred a loss, therefore, Company has not recommended Dividend to the shareholders of the Company.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

6. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Directors wish to present the details of Business operations done during the year under review:

a. Business Operations and Profitability: The Company is Non Banking Finance Company listed on BSE Ltd. The Company was able to maintain its revenue targets during the year.

b. Marketing and Market environment: The Company is carrying on its business activities on medium scale and therefore huge and extensive marketing strategies are not adopted by the company. The company has adopted small scale business marketing strategies. The company is carrying on business of providing finance and there is huge competition in the market in this type of business sector. c. Future Prospects including constraints affecting due to Government policies: Our organization is putting efforts in collecting its bad debts from customers and trying to enhance its customer base through advertisements and different marketing strategies so adopted by the company. The company is expecting more revenue in upcoming years. There are no specific industrial or Government policies which restrict the business or growth of the company.

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

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no foreign exchange inflow or Outflow during the year under review.

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this annual report in Management Discussion.

The provisions of Section 135 of the Companies Act, 2013 do not apply to our Company. Hence the company has not developed and implemented any corporate social responsibility initiatives.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, if any, are given in the notes to the Financial Statements.

12. AUDITORS

M/s. Vandana V. Dodhia & Co., Chartered Accountants, Firm Registration No. 117812W was appointed as Statutory Auditors for a period of 5 years under Section 139 of the Companies Act, 2013 to hold office from the conclusion of 28^th Annual

General Meeting till the conclusion of 33^rd Annual General Meeting to be held in the year 2026-2027.

According to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Secretarial Auditor, Somani and Associates (Practicing Company Secretaries) (M. No.FCS F9364, COP No. 8642), Company Secretary in Practice is enclosed as a part of this report in Annexure "1".

13. AUDITORS REPORT

The Statutory Auditor's report is self-explanatory in nature.

REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is available at the registered office of the company.

15. ANNUAL RETURN

The Annual Return of the Company as on 31st March 2024 in Form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules 2014 is available on the website of the Company www.hastifinance.com

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED

parties entered by the Company in the normal course of business are Transactions with related periodically placed before the Audit Committee and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure "2".

The Company has held 8 Board meetings during the financial year under review.

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:

(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 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; and

(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,

(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.

The Company does not have any Subsidiary, Associates or Joint venture Company.

Our company is a Non deposit accepting Non Banking Financial Company, during the year under review the Company has neither accepted nor renewed any deposit during the year under review.

Mr. Sanjay Vasudeo Dhoke has reappointed as a Director (Non -Executive Independent Director) with effect from 30^th September, 2023.

Mr. Sunil Kumar Bansal has reappointed as a Company Secretary w.e.f20^th May, 2023.

Apart from this, there are no changes in the composition of Board of Directors and KMP during the financial year 2023-2024.

22. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. The Board is of the view that all the Independent Directors on the Board possess integrity, necessary expertise and experience for performing their functions diligently.

Information as per Rule 5(1) of chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The Company affirms that the remuneration is as per the remuneration policy of the Company.

No employee of the Company is falling under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the Nomination and Remuneration committee.

24. WHISTLE BLOWER POLICY

The Board has adopted whistleblower mechanism in the company.

The above composition of the Audit Committee consists of all independent Directors.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

There was no case filed during the year, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Further, the Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and have made necessary policies for safe and secure environment for women employees. The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The Company affirms that during the Year under review, no complaints were received by the Committee for redressal.

In conformity with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and requirements of Companies Act, 2013, the Cash flow Statement for the financial year ended 31.03.2024 is annexed here to as a part of the Financial Statements.

Maintenance of Cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013 is not applicable to the Company.

There are no significant or material orders passed by any regulators/Tribunal/Courts impacting the going concern status and Company's Operation in future.

The details in respect of internal financial control and their adequacy are included in Management Discussion and Analysis, which forms part of this Report.

The report on Corporate Governance required as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached in Annexure "3" to the Board report.

The Management Discussion and Analysis Report is enclosed as a part of this report as Annexure "4".

The certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached in Annexure "5" to the report.

The Company has always been socially conscious corporate, and has always carried forward all its operations and procedures for environment friendly norms with all necessary clearances.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings. As required in terms of Secretarial Standard (SS)-4, it is hereby confirmed that there is no corporate insolvency resolution process initiated under the Insolvency and Bankruptcy Code, 2016.

37. 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 acknowledges gratefully the shareholders for their support and confidence reposed on your Company.