Your Board of directors are pleased to present their 341'' Annua! Report of your Company along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended 31* March 2026.
Your directors submit the following parhculars/disdosures and information as required under provisions of section 134(3) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and other applicable rules there under
1. Financial Summary and Highlights: fe ln 000 Except EPS)
|
Purlieu Li rf.
|
StJinJiifoni1
|
Con solid dl Lid
|
| |
1015-26
|
2024-25
|
2025-26
|
2(124-25
|
|
Revenue from Operation
|
6,047.59
|
5,667,40
|
6,047,59
|
5,667.40
|
|
Other Income
|
?.00
|
0.99
|
0.00
|
0.99
|
|
Total Income
|
6,047.59
|
5,668.39
|
6,047,59
|
5,668.39
|
|
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense
|
3,137.81
|
3,005.69
|
3,137,81
|
3,005.69
|
|
Less: Depreciation/ Amartisauon/lmpainnent
|
26.10
|
17.43
|
26.10
|
17.43
|
|
Profit /loss before Finance Costs, Exceptional items and Tax Expense
|
3jrlii.71
|
2,988.26
|
3,111.71
|
2,988.26
|
|
Less: Finance Costs
|
0.00
|
0-00
|
0.00
|
0.00
|
|
Profit /loss before Exceptional Items and Tax Expense
|
3,111.71
|
2,988.26
|
3,111-71
|
2,988.26
|
|
Add/(less): Exceptional items
|
0.00
|
0.00
|
0.00
|
0.00
|
|
Profit /loss before Tci* Expense
|
3,111.71
|
2,988 20
|
3,111,71
|
2,9S&,26
|
|
Less: Current Tax
|
791.00
|
740.00
|
791.00
|
740.00
|
|
Add /Less: Deferred Tax
|
(4.69)
|
(0.00)
|
(4.69)
|
(O.EQ)
|
|
Add/Less: Adjustment in respect of Current "tex of Prior Years
|
94.03
|
(4.64)
|
94.03
|
(4.64)
|
|
Profit /Loss for the Year (1)
|
2r231.37
|
2,253.70
|
2,231.37
|
2,253.70
|
|
Share in Profit of Associate (2)
|
|
|
10,71,405,66
|
10,36,011.81
|
|
Total Other Comprehensive Income/loss (3)
|
(2,684.9B)
|
1,271,41
|
97,456.22
|
67,042,44
|
|
Total Comprehensive Income (1 2 3)
|
(453.61)
|
3,525.11
|
11,71,183.25
|
11,05,307.95
|
|
EPS: (Basic & Diluted) (In on equity shares of ^ 10/* each
|
0.22
|
0.22
|
105.22
|
J01.75
|
2. Performance of the company:
During the year under review, the Company achieved a turnover of ^ 60,48 Lakhs as against a turnover of ^ 56,67 Lakhs in the previous year registering an increase by 6,72%, Further, net profit for the year has decreased by 1.02% which is f 22.31 Lakhs as compared to ^ 22.54 Lakhs in the previous year.
A proportionate share in the profits of associate companies based on the shareholdings tn such companies have been included in the consolidated financial statement.
3. The State of the Company's Affairs:
Your company is an unregistered Non-Deposit Taking Core Investment Company (NBFC-ND-CIC) and is following the various regulations as applicable to the unregistered CIC as required by the RBI direcb'ons/gufdelines as may be applicable from time to time.
is i
Your company makes investment in equity shares and provides loans and advances to the Group companies and earns interest in come/dividend from such loans/investments from such Group Companies.
4. Unregistered Core Investment Company (1CIC')
In accordance with the Reserve Bank of India {Core Investment Companies) Directions, 2025, as amended, your Company is a Core Investment Company with an Asset size of less than 100 crore and is not accessing pubiic funds, it is not required to be registered under Section 45LA of the Reserve Bank of India Ad, 1934 and is termed as an ’Unregistered CIC'. ’ '
5. Dividend:
In order to preserve the profit and to utilize such amount in the business activities, your Board of directors does not recommend any dividend during the year 2025-ZO26 under review, (Previous year: Mil)
6. The Amount Proposed to Carry to any Reserves :
The Board of directors of your Company has decided not to transfer any amount to General Reserves or any other reserves for the financial year ended 31!: March 2025.
7. Consolidated Financial Statements:
In accordance with the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 and IND AS 20- Investment in Associates, the Audited Consolidated Financial Statements forms part of this Annual Report.
8. The Names of the Companies which have beconre or ceased to be its Floldmg, Subsidiaries, Joint Ventures or Associate Companies during the Year:
During the year under review, the Company ceased to be a subsidiary of Archana Coal Private Limited and became an assoaate company of Archana Coal Private Limited pursuant to the disposal of shares of the Company by Archana Coal Private Limited,
None of the Company have become or ceased to be its Joint Ventures or Associate Company(ies) during the year under review.
Details of Associates of the Company at the time of closure of financial year are as follows:
|
St.
No.
|
Name of Company
|
Country of Incorporation
|
Reg, No./CIN
|
Nature
|
Relevant
Section
|
°/o of
Shareholding
|
|
1.
|
Agarwal Coal Corporation Private Umited
|
India
|
U45610MP 2000 PTC014351
|
Associate
|
2(6)
|
32,63%
|
|
2.
|
Agarwal Fuel Corporation Private Limited
|
India
|
U452 G3MP I960 PTC001674
|
Associate
|
2(6)
|
43.55%
|
9. Report on the highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the company during the year under review:
In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a report on the performance and financial position of each of the Associates is provided, in the prescribed Form AOC-1, in Annexure W is enclosed to this Report.
10. Compliance of RBI Guidelines:
Your Company continues to comply with all the requirements prescribed by the RBI for the NBFC Companies (Unregistered Core Investment Company), to the extent applicable to the company from time to time.
11. Directors' Responsibility Statement:
Pursuant to section 134{5) of the Companies Act, 2013, the Board of directors, to the best of its knowledge and ability, confirm that:
ii. the accounting policies selected have been applied consistent and judgements and estimates are made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31 st March 2025 and of the profit of your Company for the year ended on that date;
fii. 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 your Company, and for preventing and detecting fraud and other irregularities;
iv. Annual Accounts for the Financial Year 2025-26 have been prepared on a 'going concern' basis;
v. the Directors have laid down proper internal financial controlsr and that such internal financial controls are adequate and were operating effectively;
vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws, and that such systems were adequate and operating effectively.
12. Appointment of the Statutory Auditors and Explanations or Comments on qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors in their Report:
In terms of provisions of section 139 of the Companies Act, 2013, upon the recommendation of the Audit Committee, M/ s. SAP Jain & Associates (FRN: 019356C), Chartered Accountants, Indore were appointed as the Statutory Auditors of the Company to hold office of the Auditors for a first term of 5 (Five) consecutive years from the conclusion of 33 rd AGM till the conclusion of 33 th Annual General Meeting to be held in the year 2030 on such remuneration as may be mutually decided by the Auditors and Board.
The Auditors Report and the Motes on financial statement for the year 2025-26 referred to in the Auditor's Report are self-explanatory and do not contain any qualification, reservation or adverse remark, therefore, do not call for any further comments.
13. Secretarial Auditor Stamp: Secretarial Audit Report:
On the recommendation of the Audit. Committee, pursuant to Regulation 24A of SEBI (ÝListing Obligation and Disclosure Requirements) Regulation 2015 as amended, the members of the Company approved the appointment of M/s Ishan Jain & Co., Company Secretaries, (FRN: S2021MP302300; FCS: 9973; CP: 13032) to conduct Secretarial Audit for the consecutive 5 (five) years from the conclusion of the 33T AGM till the conclusion of the 3Bin AGM to be held in the calendar year 2030,
Pursuant to the provisions of section 204 of the Companies Act, 2013, the Secretarial Audit Report for the financial year ended 3111 March 2025 in Form MR-3 is attached as "Annexure - B' and forms part of this Report. The Report of the Secretarial Auditor does not contain any qualification, reservation or adverse remark,
14. Internal Auditors and Internal Audit Report:
The Board had appointed M/s. VSK Si Company (Firm Registration Number: 900B37C, Practicing Chartered Accountants as an Internal Auditor of the Company for the Financial Year 2025-26.
The internal auditor reports their findings to the audit committee of the Board. The audit function maintains its independence and objectivity while carrying out assignments. It evaluates, on a continuous basis, the adequacy and effectiveness of internal control mechanism with the interaction of KMP and functional staff.
The company has taken stringent measures to control the quality of disbursement of loan and its recovery to prevent fraud. The company has also taken steps to check the performance of the functional employees of the company at branch level.
15. Cost Auditors and Cost Audit Report:
Since the company is not carrying out any manufacturing activities, your Company is not required to conduct the Cost Audit and is not required to maintain Cost Records as specified under section 143 of the Companies Act, 2013 and not required to conduct cost audit during the year under review.
16. Details in respect of fraud reported by Auditor's under section 143(12) of the Companies Act, 2013 other than those which are reportable to the Central Government:
During the year under review, the Auditors of the Company have not reported, any instances of fraud committed against your Company by its officers and employees to the Board, hence no disclosures are required to be given for those purposes.
17. The Details about the Policy Developed and implemented by the Company on CSR (Corporate Social Responsibility) initiatives taken during the Year:
Your company does not fall under the threshold limit as required under the provisions of Section 135 of the Companies Act, 2013 and rules made there under, hence there was no requirement to constitute CSR Committee as well as formulate any policy thereof.
IS. Number of Meetings of the Board:
During FY 2025-26, 6 (Six) Board Meetings were convened and held, The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 along with their rules, Secretarial Standard and the SEBI (LODR) Regulations, 2015. The details of the Board meetings held during the year along with the attendance of the respective directors there are set out in the Corporate Governance Report forming part of this Annual Report,
19. Corporate Governance & Management Discussion and Analysis:
Regulation 34 read with Schedule V of SEBI (LODR) Regulations, 2015 and the Companies Act 2013, the corporate governance report management discussion and analysis, certificate from Practicing Company Secretary regarding non disqualification, debarred for being appointment or continue to be appointed and the auditor's certificate regarding compliance of conditions of corporate governance is enclosed herewith as per Annexure - C.
20. Web Address for placing Annual Return:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as on 31!! March, 2020 can be accessed on the website of Company at following fink: http:/www,a va i! ablefina nee. i nDisci o su re s. p h p
21. Disclosure of Codes, Standards, Policies and Compliances there under:
a. Know Your Customer and Anti Money Laundering Measure Policy :
Your company has a Board approved Know Your Customer (KYC) and Anti Money Laundering measure policy (AML) in place and adheres to the said policy. The said policy is in line with the RBI Guidelines.
The Company also adheres to the compliance requirement in terms of the said policy including the monitoring and reporting of cash and suspicious transactions. There are, however no cash transactions of the value of more than ? 10,00,000/- or any suspicious transactions whether or not made in cash noticed by the company in terms of the said policy.
b. Fair Practice Code:
Your company has in place a Fair Practice Code (FPC), as per RBI Regulations which includes guidelines from appropriate staff conduct when dealing with the customers and on the organizations polities vis-a-vis client protection. Your company and its employees duly complied with the provisions of FPC.
c. Code of Conduct for Board of Directors and the Senior Management Personnel
Your company has adopted a code of conduct as required under Regulation 17 of SEBI (LODR) Regulations 2015, for its Board of Directors and the senior management personnel. The code requires the Directors and employees of the company to act honestly, ethically and with integrity and in a professional and respectful manner. The certificate of Management is attached with the Report in the Corporate Governance section.
d. Code for Prohibition of Insider Trading Practices:
Your company has in place a code for prevention of insider trading practices in accordance with the model code of conduct, as prescribed under SEBI (Prohibition of Insider Trading) Regulations 2015, as amended and has duty complied with the provisions of the said code.
e. Vigil M e c h an ism Policy:
Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013 read with rule 7 of Companies (Meeting of Boards and its powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the company had adopted a robust Vigil Mechanism policy which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of unethical behaviop actual or suspected, fraud or violation of the company1 code of conduct policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the chairman of audit committee In exceptional cases. Policy of the whistle blower of the Company has been given at the website of the Company at (http://www.availabiefinance.in/Policy.php) and attached the same as Annexure- D to this report,
f. Prevention, Prohibition and Redress al of Sexual Harassment of Women at workplace Your Company has zero tolerance for sexual harassment at workplace.
Your Company has zero tolerance for sexual harassment at workplace, The Company has adopted a Gender- Neutraf Centralized Group Policy on Prevention, Prohibition and Redress a I of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressa!) Act, 2013 {'POSH Act1) and the rules framed there under, All employees (permanent, contractual, temporary, trainees) are covered under this policy.
In accordance with the POSH Act, Since the Company is having less than 10 employees, the constitution of the Internal Complaint Committee is not applicable. Hence, a Centralized Group Internal Complaints Committee ("ICC") has been constituted to address and redress complaints relating to sexual harassment Statement showing the number of complaints filed during the financial year and the number of complaints pending as on the end of the financial year is shown as under:
|
Category
|
No. of complaints pending at the beginning of F.Y. 2025-26
|
No. of complaints pending as at the end of F.Y. 2025-26
|
No, of complaints pending as at the end of F.Y.
2025-26
|
No. of complaints pending over 90 days
|
|
Sexual
Harassment
|
Nil
|
Nil
|
Nil
|
Nil
|
Since, there was no complaint received during the year, which is appreciable as the management of the company endeavor efforts to provide safe environment.
Total Strength of the Employees as on 311* March, 2026 is as follows:
|
SI. No.
|
Particulars
|
Permanent
|
|
1,
|
Male
|
03
|
|
2.
|
Female
|
00
|
|
3.
|
Transgenders
|
00
|
g. Nomination, Remuneration and Evaluation policy (NRE Polky)
The Board has, on the recommendation of the nomination and remuneration committee framed a remuneration policy as prescribed underlie provisions of section 17B of Companies Act, 2013 and Regulation 19 of SEBI(LODR) Regulations, 2015. Policy of the Company is available at the website of the Company at Ý"h11p:// www.avail ahl.efinan.ee JniEnlicyrphp)
h. Related Party Transactions and its Policy
The company has entered certain related party transactions which are not covered under the provisions of section 1BE{1) (a) to (g) of the Companies Act* 2013, Hence, your company is not required to disclose the details as required in Form AOC-2 as a part of this report. Details related to Related Party Transactions are available in the Financial Statements.
Pursuant to provisions of Regulation 23 of the SEBI (LODR) Regulations, 2015. The company has material related party transactions which are regular in nature and are in ordinary course of business and pursuant to the provisions contained in the SEBI Master Circular No HQ/49/14/14(7)2025-CFE>POD2/I/376 2/2026 dated 30" January, 2026, the company has taken approval of members in the Genera! Meeting held on 301" day of September, 2025 and the validity of the said approval of members is for a period of 1 (one) year and your board of directors are further proposing for the approval of Material Related Party Transactions pursuant to Regulation 23 of the Listing Regulations in the ensuing General Meeting.
The related party transaction policy formulated by the company defines the materiality of related party transactions and lays down the procedures of dealing with related party transactions. The details of the same are posted on the Co mp any's we b s ite fhttpv'/www. aya j la Refinance.In/Po i i cyj?h p)
All Related Party Transactions are placed before the Audit Committee and were duly approved as may be required.
L Policy of company for the appointment of Directors and their remuneration
Policy of company for the appointment of Directors and their remuneration is hosted on the website (www.availablefinance.in! of the company as per the requirement of section 173 of the Companies Act, 2013.
22. Statement Related to Compliance of the Maternity Benefit Act, 1961/The Code on Social Security, 2020 - Maternity Benefit
As there are no female employees in the Company, therefore, the provisions of the Maternity Benefit Act, 1961/The Code on Social Security, 2020 -Maternity Benefit are not presently applicable. However, the Company affirms its commitment to comply with the provisions of the Maternity Benefit Act, 1961/The Code on Social Security, 2020 - Maternity Benefit as and when female employees are engaged.
23. Criteria for determining qualifications, positive attributes, independence of a director and other matters under section 178(3) of the Companies Act, 2013:
The Board has, on the recommendation of the nomination and remuneration committee framed a Nomination, Remuneration and Evaluation Policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors and, or senior management personnel of the company, along with the criteria for determination of remuneration of directors, KMP's and other employees and their evaluation and includes other matters, as prescribed under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015. Policy of the Company has been given at the website of the Company at http://w ww.avai labl efi na n c e .in/Pol i cy. p hp. The details of the same are also covered in the Corporate Governance Report forming part of this Annual Report.
24. Particulars of loans, guarantees, security or investments u/s 186 of the Companies Act, 2013:
Your Company is an Unregistered Core Investment Company and has business of granting loans and making investment, therefore, the provisions of section 186 of the Companies Act, 2013 and the rules made there under are applicable on the company and the Company has passed a special resolution in its 30“ Annual General Meeting held on 2(F day of September, 2022 pursuant to Section 186 of the Companies Act, 2013 and the investment/loans provided by the company is within the limit approved by the members.
The Company has made certain investments and provided loans to certain Group companies during its ordinary course of business during the year under review, details hf which can be reviewed in the Rnancial Statements of the company. The disclosure by way of a statement of the loans, advances and investments made by the Company is enclosed as Annexure E attached with this Board Report.
25. Statement indicating Development and Implementation of a Risk Management Policy for the Company including Identification therein of Elements of Risk:
The Company is primarily engaged in the business of Investment and Lending Activities and is associated with the normal business risk of the market. Any criange in the taxation and Industrial policy by the Government or Rules framed by the RBI for unregistered CIC may adversely affect the profitability of the Company. The Company has adequate internal control to monitor the financial transactions, and the books of accounts are being audited by the independent auditor of the Company.
26. Material changes and commitments, if any, affecting the financial positron of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of the report:
There have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year of the Company bo which the financial statements relate and the date of the report.
27. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future:
There have been no Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern Status and Company's Operations in Future during the period under review.
23, Listing of Shares of the Company:
The Paid-up Equity Share Capital as on 31* March, 2025 is f 10,20,37,000/- divided into 1,02,03,700 Equity Shares carrying voting rights of ^ 10/- each. During the year under review, the company has not issued any shares with differential voting rights nor granted stock options nor sweat equity Shares as on 31a March 2026.
The Equity Shares of the Company continue to remain iisted on BSE Limited (Security Code: 531310) and traded by the investors on the main board of BSE Ltd The company has paid the annual charges to the Depositories and has paid the listing fees to BSE Limited for the financial year 2026-27.
Your Board would like to draw your lend attention that, after the end of the financial year. The equity shares of your company were permitted for trading on the National Stock Exchange of India Limited (NSE) under the symbol 8. AVAILFC 0i under the category of "Permitted to Trade" with effect from April 20, 2026. Subsequently, pursuant to the request made by the Company, the National Stock Exchange of India Limited withdraw the trading permission with effect from June 4, 2026 (i.e., after the dose of trading hours on June 3, 2026).
29. The conservation of energy, technology absorption, foreign exchange earnings and outgo:
A. Conservation of Energy:
The operations of the Company are not energy intensive. However, adequate measures are being taken to reduce energy consumption through efficient usage of office equipment and digital communication. The Company continues to adopt energy-saving practices wherever applicable.
B. Technology Absorption:
The Company does not undertake any manufacturing activity requiring technology absorption. However, it use5
modern financial software and IT infrastructure to enhance operational efficiency and customer service. The
Company remains updated with technological advancements relevant to the NBFC sector.
C Foreign Exchange Earnings and Outgo
a, Foreign Exchange Earnings: Mil
b. Foreign Exchange Outgo: Nil
TO. Statement indicating the manner in which Formal Annual Evaluation has been made by the Board of its performance and that of its Committees and Individual Directors:
The Company has devised a poficy for performance evaluation of the Board, Committees and other individual Director; (including Independent Directors) which include criteria for performance evaluation of Non-executive Directors anc Executive Director The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, Communicating inter se board members, effective participation, domain knowledge compliance which code of conduct, vision and strategy. Pursuant to the provisions of the Companies Act* 2013 anc Regulation 25(4) of SEBI (LODR) Regulations 2015, the Board carried out an annual performance evaluation of the Board, Committees, Individual Directors ana the Chairperson, The Chairman of the respective Committees shared the report on evaluation with the respective committeesr members. The performance of each committee was evaluated b'} the Board, based on report on evaluation received from committees.
The report on performance evaluation of the Individuals Directors was reviewed by the Board and feedback was giver to Directors
31. The Change in the Nature of Business* if any:
There was no change in the nature of business of the company during the year under review.
32. Details of Directors or Key Managerial Personnel:
a. Changes in Directors and KMP during the Financial Year: Nil
b Changes in Directors and KMP after the closure of the Financial Year but before the approval of this Report:
i. Mr. Pakesh Sahu (DIN: 08433972) has resigned from the office of Whole-Time Director & CFO of the Company w.e.f 24* July, 2026 due to his personal reasons;
ii. Mr. Rajendra Kumar Bohani (DIN: 00379042) and Mr. Vikas Gupta (DIN: 09438941) has resigned from ths office of Non-Executive Director of the Company w.e.f 24* July, 2026 due to pre-occupation and othei commitments;
ill. Mr. PTamod Kishore Shrivastava (DIN: 01023565} was appointed as an Additional Director cum Chairman ul the Board of the Company in the category of Non-Executive Non-Independent w.e.f. 24" July, 2026 and the Board has proposed his confirmation from Additional Director to Non-Executive Director in the ensuing Annua General Meeting. Details of the same is available in the Notice of AGM.
iv. Mr. Suyash Choudhary (DIN: 11448990) was appointed as the Additional director and further appointed as the Whole-time Director of the Company w.e.f. 24:n July, 2026 for a term of 3 (Three) years. However, your Boart would like to inform that, Mr. Suyash Choudhary has resigned from the office of Director and Whole-time Director w.e.f. 14* August, 2026 and therefore, his confirmation for his appointment as Director and Whole¬ time Director is proposed to be obtained from the members w.e.f, 24* July, 2026 to 14* August* 2026 (for hi; tenure as a director and Whole-time director),
v. Mr. Sahaj Jain (DIN: 11806119) was appointed as an Additional Director and further appointed as the Whole¬ Time Director of the Company w.e.f. 24* July, 2026 for a term of 3 (Three) years and the Board has proposer his confirmation as the Director and further confirmation as the Whole-Time Director of the Company from the members in the ensuing .Annual General Meeting. Details of Mr. Saha) Jain are provided in the Notice of AGM
vi. Mr. Sahaj Jain was appointed as a Chief Financial Officer of the Company w.e.f 25IP July, 2026 and he ha: resigned as the CFO of the company w.e.f 14* August, 2026.
vii. Mr. Manish Chandan (DIN: 11881676) was appointed as an Additional Director under the category of Non¬
Executive Professional Director on the Board of the Company w.e.f, 14* August, 2026 and the Board ha; proposed his confirmation from Additional Director to Director under the category of Non-Executive Professiona Director in the ensuing Annual General Meeting. Details of Mr. Manish Chandan are provided in the Notice 01 AGM. ‘ '
vfti, Cessation of Mr. Mahesh Nirmal as the Chief Executive Officer of the company w.e.f. J4* August, 2026 and the 9oard has confirmed the appofntment/redesignation of Mr, Mahesh Nirmal as the Chief Financial Officer w.e.f. 15r August, 2026, '
c. Independent Director:
Pursuant to the provision of the Companies Act, 2013 and Regulation 17(l)(b) of SEBI (LODR) Regulations, 2015, company is having 3 (Three) Independent Directors including 1 (one) Woman Independent Director as on 3111 March, 2026, which are as follows:
• Mr. Dhawaf Bag mar (DIN: 10217360)
. Mr. Pradhumn Pathak (DIN: 10697063)
* Ms. Apoorva Jain, Women D rector (DIN: 10714927)
d. Statement on Declaration by Independent Directors under section 149(G) of the Companies Act, 2013:
The Company have received necessary declaration from all the Independent Directors as required under section 149(6) of the Companies Act, 2013 confirming that they meet the criteria of Independence as per Regulation 16(l)(b) of SEBI (LODR) Regulation, 2015 and the Companies Act, 2013. In the Opinion of the Board, all the independent directors fulfill the criteria of independence with regard to integrity, expertise and experience (including the proficiency) as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. All the Independent Directors are also registered with the databank maintained by the UCA as per the requirement of the Companies Act, 2013.
e. Opinion of the Board regarding integrity, expertise and experience including the proficiency of the Independent Directors appointed during the year:
During the period under review, the company has not appointed any Independent Directors, and the said disclosure is not applicable.
f. Directors seeking confirmation/re-appointment in the ensuing General Meeting:
i. Confirmation for appointment of Mr, Pramod Kishore Shrivastava (DIN: 01023565) as Chairman and Non- Exec utive Professional Director who was appointed as an Additional Director w.e.f. 24'n July, 2026;
iJ. Confirmation for appointment of Mr. Sahaj Jain (DIN: 11806119) as the Director of the company who was appointed as an Additional Director w.e.f, 24* July, 2026;
iii. Confirmation for appointment of Mr. Sahaj Jain (DIN: 11B06119) as the Whole-time Director of the Company for a term of 3 (Three) years w.e.f. 24rn July, 2026;
iv. Mr. Suyash Choudhary (DIN: 11443990) was appointed by the Board of Directors in their meeting held on 24^ July, 2026 as an Additional Director and was further appointed as Whole-Time Director for a term of 3 (years) w.e.f, 24“ July, 2026, seeks confirmation of his appointment as a Director and further confirmation for his appointment as Whole-time Director.
iv. Confirmation for appointment of Mr. Manish Chan dan (DIN: 11881676) as the Non-Executive Professional Director of the company who was appointed as an Additional Director under the category of Non-Executive Professional Director w.e.f. W1" August, 2026.
Brief profile of all the directors proposed to be re-appointed at the ensuing annua! genera! meeting has been provided in the notice of the Annual General Meeting,
33. Committee of the Board:
The Company has duly constituted the following Committee as per the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
a. Audit Committee
b. Stakeholder Relationship Committee
c. Nomination and Remuneration Committee,
A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report,
34. Deposits Covered Under Chapter V of the Act* 2013:
a. Accepted during the year: Nil
b. Due and remained unpaid or unclaimed as at the end of the year: Nil
c. Outstanding Amount at the end of year (In Lakh): Nil
d. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: Nil
35. Deposits which are not in Compliance with the Requirements of Chapter V of the Companies Act, 2013:
During the year ender review, the Company has not accepted any deposits which are not in compliance of the (Companies Acceptance of Deposits) Rules, 2014 as well as RBI directions,
36. Amount Accepted from Directors of the Company:
The Company has not accepted any amount from the Directors of the Company during the year
37. Details in respect of the adequacy of internal financial controls with reference to the Financial Statements:
Your Company has in place adequate internal control system (including internal financial control system) commensurate with the size of its operations. The company has adequate internal financial control backed by sufficient qualified staff, system software and special software's, The company has also an internal audit system by the external agency.
33. Particulars of Employees:
The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of u/s 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report and is annexed as per Annexure -F.
The Company has only 3 (Three) employees on 31JI March, 2026 and the particulars thereof in terms of remuneration drawn as per rule 5(2) read with rule 5(3) of Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed with the report as Annexure- G.
Further, there is no employee drawing remuneration of ? 3,50,000/- per month or ^ 1,02,00,000/- per year, therefore, the disclosure of particulars of employees as required u/s 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the Company.
Your Board informs you that, CS Suyash Choudhary, Company Secretary and Compliance Officer and Mr. Mahesh Nirmal, CEO of the company, were in receipt of remuneration in excess of the Whole-time Director of the company. However, none of them along with their relatives hold more than 2% equity shares of the company. Therefore, the disclosure as required under Rule 5(2}(iii) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable.
39. Compliance with Secretarial Standards:
Your Company is in compliance with the Secretarial Standards specified by the Institute of Company Secretaries of India.
40. Provision of voting by electronic means:
Your Company is providing E-voting facility under section 103 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The Ensuing AGM will be conducted through Hybrid mode E.e. in person and through Video Conferencing (VC) or Other Audio-Visual Means (OAVM), at the best convenience of the members of the company, and your Company has made necessary arrangements with NSDL to Provide facility for Remote E-Voting and E-Voting at ensuing AGM. The details Regarding E-Vob'ng Facility are Provided with the notice of the AGM.
41. General Disclosure:
Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these matters or were not applicable to the Company during the year under review:
a. Your Company has not filed any application or there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review.
b. Your Company has neither announced any Corporate Action (buy back of securities, declaration of any dividend, mergers and de-mergers, split and issue of any securities) nor failed to implement or complete the Corporate Action within prescribed timelines.
c. There were no voting rights exercised by any employee of the Company pursuant to section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.
d. There was no instance of one-time settlement with any Bank or Financial Institution;
e. There is no requirement to conduct the valuation by the bank and no valuation done at the time of one-time Settlement during the period under review.
f. There were no revisions in the Financial Statement and Board's Report.
g. The company has not given any commission to WYD during the period under review,
42. Acknowledgements:
Your Directors express their deep sense of gratitude to the banks, stakeholders, business associates, Central and State Governments for their co-operation and support and look forward to their continued support in future. Your Directors place on record their sincere appreciation to all KMPs/employees of the Company for their unstinted commitment and continued contribution to the Company. We applaud them for their superior levels of competence, dedication and commitment to your Company.
By Order of the Board
Available finance Limited CES: L 6712 (LUP1993FLC 007 481 Registered Office:
As&nvai House. 5 Yeshnpnt Colony Indore 452003 MP
Sahaj Jain
Date: 14* August. 3026 ^ole Time Director
Place: Indore DIX: U8061l£
Prantod Kishore Shrivastava
Chairman &: Additional Director DEN”: 01023.565
1
In the preparation of the Annual Accounts for the Financial Year ending on 31s- March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any:
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