Your Board of Directors present the Forty-Fourth Annual Report of DhanSafal Finserve Limited (‘DhanSafal' or
‘DFL' or ‘the Company') (Formerly known as "Luharuka Media & Infra Limited”) together with the Audited Financial
Statements for the financial year ended March 31, 2025.

1) FINANCIAL HIGHLIGHTS

The summary of Audited Financial performance of the Company, for the financial year ended March 31, 2025
is summarized as under:

C in Lakh, except EPS)

Note: A detailed breakdown of the above reserves is provided in the ‘Statement of Changes in Equity.

2) FINANCIAL PERFORMANCE AND STATE OF COMPANY'S AFFAIRS:

The Financial Statements of the Company for the year ended March 31, 2025 have been prepared in
accordance with Indian Accounting Standards (IND-AS), as per the relevant provisions of Sections 129 and 133
of Companies Act, 2013 (hereinafter referred to as "the Act”), Regulation 33 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations”), which have
been reviewed by the Statutory Auditors of the Company.

During the year under review, your Company's total revenue from operations has been increased to ' 485.91
lakh as compared to ' 162.77 lakh in the previous financial year. The net profit of current year is ' 37.15 lakh as
compared to ' 60.59 lakh in the previous financial year. The decline in profits of the Company is temporary
and primarily attributed to the rapid expansion of operations and increased hiring to support long-term
growth. These strategic investments, though impacting short-term profitability, are essential for scaling the
business and enhancing service capacity. Notably, the Company has witnessed encouraging growth under
the DhanSafal Financial Products, which has emerged as a key driver of our business. Going forward, our
entire focus is on strengthening and expanding under such financial products, and we remain committed to
implementing strategic initiatives that will restore profitability and ensure sustained success.

Further, a detailed analysis of Company's performance is included in the Management Discussion and
Analysis Report (“MDAR”), which forms part of this Annual Report.

3) DIVIDEND

In view of the Company's rapid operational expansion and increased hiring to support long-term growth, the
Board of Directors has not proposed any dividend for the financial year 2024-25.

4) TRANSFER OF UNCLAIMED DIVIDEND AMOUNTS AND CONCERNED SHARES TO INVESTOR
EDUCATION AND PROTECTION FUND (“IEPF”)

Pursuant to the Section 124(5) and other applicable provisions, if any, of the Act read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all the unclaimed and unpaid dividend
amounts are required to be transferred to the IEPF established by the Central Government, upon completion
of seven (7) years. Further, according to with Section 124(6) of the Act read with IEPF Rules, the shares in
respect of which dividend amounts has not been claimed and unpaid for seven (7) consecutive years or more
shall also be transferred to the demat account created by the IEPF Authority.

During the year under review, the Company has transferred unclaimed dividend amount of ' 1,58,869.46/-
(Rupees One Lakh Fifty-Eight Thousand Eight Hundred Sixty-Nine and Forty-Six Paise) held in Unpaid
Dividend Account for the financial year 2016-17 and transferred 3,48,464 Equity Shares of ' 1/- each to IEPF.

Further, the Company will be transferring the unclaimed and unpaid dividend amounts of the financial year
2017-18 from its Unpaid Dividend Account to IEPF after October 30, 2025 along with underlying shares.

Members who have not yet en-cashed their final dividends from financial year 2017-18 and thereafter are
requested to make their claims to the Company/ Register and Share Transfer Agent (“RTA”) of the Company.
Members are requested to quote their folio numbers / DP ID - Client ID and PAN in all their correspondence.

No claims shall lie against the Company in respect of the dividend amounts and shares transferred to IEFP.

The Members who have a claim on dividend amounts and shares transferred to IEFP may claim the same
from IEPF Authority by submitting an online application in e-Form No. IEPF-5 available on the website
www.iepf.gov.in and sending a physical copy of the same, duly signed by them to the Nodal Officer of the
Company, along with requisite documents enumerated in the e-Form No. IEPF-5.

5) SHARE CAPITAL

The Authorised Share Capital of the Company has increased from ' 20,00,00,000 divided into 20,00,00,000
Equity Shares of ' 01/- each to ' 30,00,00,000 divided into 30,00,00,000 Equity Shares of ' 01/- during the year.

The issued, subscribed and paid-up Equity Share Capital of the Company as on date has increased from
' 18,74,40,000/- (Rupees Eighteen Crore Seventy-Four Lakh and Forty Thousand only) divided into 18,74,40,000
Equity Shares of ' 01/- each to ' 21,46,40,000/- (Rupees Twenty-One Crore Forty-Six Forty Thousand only)
divided into 21,46,40,000 Equity Shares of ' 01/- each.

ISSUE AND ALLOTMENT OF EQUITY SHARE ON RIGHT BASIS

During the year under review, the Board had approved the raising of funds through Right Issue, thereafter
upon the receipt of in-principle approval from BSE Limited and such other statutory/regulatory approvals, the
Company made an allotment of 9,37,20,000 equity shares of ' 1/- each (at a premium of ' 2/- each), aggregating
to ' 28.11 crores on a rights basis.

ISSUE AND ALLOTMENT OF SHARE WARRANTS

During the year under review, the members of the Company had approved the issue of 9,44,60,000 Share
Warrants convertible into Equity Shares having a face value of ' 1/- (Rupee One only) each at an issue price of
' 4.31/- (including a premium of ' 3.31 per warrant) on a preferential basis to persons/entities belonging to the
Promoter and Non-Promoter categories, for a tenure not exceeding 18 months.

Post the financial year, the Board of Directors, at their meeting held on April 02, 2025, inter alia, approved the
allotment of 8,66,20,000 fully convertible Share Warrants on a preferential basis upon receipt of 25% of the
issue price per warrant as upfront payment (“Warrant Subscription Price”).

Each Share Warrant so allotted is convertible into or exchangeable for one fully paid-up equity share of
the Company having a face value of Re. 1/- (Rupee One only) each, in accordance with the provisions of the

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, upon
payment of the balance consideration, being 75% of the issue price per warrant by the Allottees pursuant to
the exercise of the conversion option against each such warrant, within 18 months from the date of allotment
of the warrants.

As on date of the report, the Company converted 2,72,00,000 warrants into 2,72,00,000 Equity shares of face
value of ' 01/- each (Rupees One Only) has been made by the way of preferential allotment to the persons/
entities pursuant to exercise of their right of conversion of warrants into equity shares in two tranches.

6) TRANSFER TO RESERVES

In the year under review, the Board of Directors has decided to plough back the amount of profit in the
business of the Company. Under section 45-IC(1) of Reserve Bank of India Act, 1934, Non-Banking Financial
Companies (NBFC) are required to transfer a sum of not less than 20% of its net profit every year to reserve
fund before declaration of any dividend. Accordingly, the Company has transferred an amount of 7.43 lakhs
to the Special Reserve. The closing balance of the total retained earnings of the Company for financial year
2024-25, after all appropriation and adjustments was ' 444.72 lakhs.

7) LISTING WITH THE STOCK EXCHANGE

Your Company's equity shares are listed on the BSE Limited. Accordingly, the annual listing fees for the
financial year 2024-25 and 2025-26 has been paid to the Stock Exchange.

8) SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your Company has no Subsidiary, Associate Company or Joint Venture within the meaning of Section 2(87) or
2(6) of the Act as on March 31, 2025. Accordingly, the details required under Form AOC-1 are not applicable.

9) DEPOSITS

Your Company being a non-deposit taking Non-Banking Financial Company has not accepted any deposits
within the meaning of Section 73 and 74 of the Act, read with the Companies (Acceptance of Deposits) Rules,
2014 and as such no amount on account of principal or interest on deposit was outstanding as on the date of
the Balance Sheet.

10) MATERIAL CHANGES AFFECTING THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between
the end of the financial year 2024-25 and the date of this Report.

11) MATERIAL DEVELOPMENTS IN THE COMPANY

a) Product Launch

We were pleased to announce the launch of a new range of financial products under a new brand
name - “DhanSafal”. This brand was introduced as part of our commitment to delivering innovative and
customer-focused financial solutions.

Under the DhanSafal brand, the following products were launched:

• Safal Udyog Loans

• Safal MSME Loans

• Safal Sampati Loans (LAP)

Alongside the product launch, we also unveiled a new logo to represent the identity of our new brand,
symbolizing our dedication to excellence and a renewed vision for the future.

Following an encouraging response from the market and stakeholders, the Company decided to adopt
the “DhanSafal” brand in a full-fledged manner. Consequently, the Board of Directors, at its meeting held
on July 29, 2024, approved the change of the Company's name from “Luharuka Media and Infra Limited”
to “DhanSafal Finserve Limited.”

This decision marked a strategic milestone in the Company's journey, aligning our brand identity with
our long-term vision in the financial services sector.

b) Change in Name of the Company

During the financial year, the Board of Directors, at its meeting held on July 29, 2024, approved the

change of the company's name from "Luharuka Media and Infra Limited” to "DhanSafal Finserve Limited.”
Subsequent to obtaining all requisite statutory, regulatory, and shareholders approvals, the Ministry
of Corporate Affairs issued a fresh Certificate of Incorporation under the new name on May 22, 2025.
The name change marks a new chapter in the Company's journey, aligning its brand identity with its
long-term strategic goals. The Company received an updated Certificate of Registration from the RBI to
reflect its current name, DhanSafal Finserve Limited, as of July 10, 2025.

c) Opening of Corporate Office & Branch Office

During the financial year, the Company has inaugurated a new Corporate Office which is located at
G-1402, Lotus Corporate Park, Goregaon East, Mumbai, Maharashtra - 400063.

Further, post the financial year at its Board Meeting dated August 14, 2025 - The Board Members decided
that the Registered of the Company be shifted from A - 301, Hetal Arch, Opp. Natraj Market, S. V. Road,
Malad, Mumbai- 400064 to G-1402, Lotus Corporate Park, Goregaon East, Mumbai, Maharashtra - 400063.

Further, in line with our growth vision, the Company has successfully expanded its footprint across
multiple key cities. These new locations are aimed at enhancing our regional presence and improving
accessibility for our clients and partners. Details of location and date of inauguration is as under:

d) Co-lending arrangements with M/s. Vastu Finserve India Private Limited and M/s. Singularity
Creditworld Private Limited

After the conclusion of the financial year 2024-25, the Company entered into a co-lending arrangement of
R75 crores with M/s. Vastu Finserve India Private Limited, with M/s. Mitcon Credentia Trusteeship Services
Limited appointed as the Security Trustee. Additionally, the Company has partnered with M/s. Singularity
Creditworld Private Limited for a co-lending arrangement amounting to ' 40 crores, under which
M/s. Mitcon Credentia Trusteeship Services Limited will also act as the Security Trustee. These strategic
collaborations aim to expand the Company's footprint in the retail lending space and enhance access
to financial services for underserved and smaller customer segments. The partnerships are expected
to strengthen the Company's ability to cater to a broader and more diverse clientele, with a particular
emphasis on consumer durable financing.

e) Shifting of Books of Accounts of the Company at the Corporate Office

After the completion of the Financial Year 2024-25, the Company has shifted the Books of Accounts of
the Company at the Corporate Office of the Company at G-1402, Lotus Corporate Park, Goregaon East,
Mumbai, Maharashtra - 400063, with effect from May 30, 2025. Accordingly, the Company filed Form
AOC-5 to record the change.

Further, post the financial year at its Board Meeting dated August 14, 2025 - The Board Members decided
that the Registered of the Company be shifted from A - 301, Hetal Arch, Opp. Natraj Market, S. V. Road,
Malad, Mumbai- 400064 to G-1402, Lotus Corporate Park, Goregaon East, Mumbai, Maharashtra - 400063.

12) CORPORATE GOVERNANCE

The Company remains committed to upholding the highest standards of corporate governance and continues
to comply with the requirements set out in the Act and SEBI Listing Regulations. The Corporate Governance
Report, along with the Certificate from the Practicing Company Secretary confirming compliance with the
corporate governance provisions under the SEBI Listing Regulations during the financial year under review,
is included in this Annual Report.

13) BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. Board of Directors

The Board of Directors serves as the highest governing body appointed by the shareholders to oversee
the overall operations of the Company. Its primary responsibilities include providing strategic direction,
ensuring regulatory compliance, managing risks efficiently, and protecting stakeholder interests while
fostering long-term, sustainable growth. The Board comprises professionals with diverse expertise
across various fields. The responsibility for handling the Company's daily operations lies with the senior
management team.

The Composition of the Board of Directors of the Company is in conformity with Section 149 of the
Act and Regulation 17 of the SEBI Listing Regulations. As on March 31, 2025, the Board of Directors
of your Company consisted of Four (4) Directors, out of which, two (2) Directors are Non- Executive
Independent Directors, one (1) Non-Executive Non-Independent Woman Director and one (1) Executive
Director, who is also the Chairperson and Managing Director of the Company.

Details of Directors as on March 31, 2025 are as follows:

A. Change in Directors:

(1) Cessation/ Resignation:

During the year under review, there was no instance of Cessation/ Resignation by any of the
Director of Company.

Post the financial year, Mr. Milin Ramani, tendered his resignation from the post of Non-Executive
- Independent Director with effect from July 16, 2025, prior to the completion of his tenure. The
resignation was tendered due to personal reasons and other professional commitments. He has
confirmed that there are no other material reasons for his resignation other than those stated
above.

(2) Appointment/Re-appointment:

During the year under review, there was no instance of appointment/ re-appointment of any of
the Directors of Company.

Post the financial year, following Directors were appointed for the post of Non-Executive -
Independent Director:

• Appointment of Mr. Harsh Kedia (DIN: 09784141) as a Non-Executive Independent Director
on the Board of the Company, for the term of five (5) consecutive years with effect from
August 07, 2025 subject to approval of Shareholders at the ensuing General Meeting..

• Appointment of Mr. Raghunath Narasimhachar Patel (DIN: 09428287) as a Non-Executive
Independent Director on the Board of the Company, for the term of five (5) consecutive
years with effect from August 14, 2025 subject to approval of Shareholders at the ensuing
General Meeting.

(3) Director liable to retire by rotation:

Pursuant to provisions of Section 152(6) of the Act, Mr. Ankur Agrawal, Executive Director, retires
by rotation at the ensuing AGM and being eligible offers himself for re-appointment. The
Nomination and Remuneration Committee and Board have recommended re-appointment of
Mr. Ankur Agrawal. Resolution for the said appointment and brief profile of Mr. Ankur Agrawal
as required under Regulation 36 (3) of the SEBI Listing Regulations read with SS-2 on General
Meetings are provided separately in the notice of the ensuing AGM which forms part of this
Annual Report.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship
or transactions with the Company, other than sitting fees, commission, perquisites and reimbursement
of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the
Company.

None of the directors are disqualified for being appointed as the Director of the Company in terms of
Section 164 of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors)
Rules, 2014. Further, the Company has received the necessary declarations from all the Directors as
required under the Act and SEBI Listing Regulations. A certificate on non-disqualification of directors is
obtained by the Company from Secretarial Auditor and same is annexed to the Corporate Governance
Report which forms part of this Annual Report.

B. Independent Directors

The role of an Independent director includes providing unbiased oversight, bringing expertise and diverse
perspectives to board deliberations, ensuring effective governance, safeguarding minority shareholders'
interests, and overseeing management decisions to enhance transparency and accountability.

The Company, based on the recommendation of the Nomination and Remuneration Committee and
Board, has appointed Independent Directors from diversified field who have adequate experience, skills
and capabilities required for the perform roles of Independent Directors. In the opinion of the Board,
the Independent Directors of the Company fulfil the conditions specified in the Act and SEBI Listing
Regulations regarding independence. There were no changes in Independent Directors during the year
under review.

Meetings of Independent Directors:

During the year under review, the Independent Directors met on February 14, 2025 as per Schedule IV of
the Act and the Rules thereunder to discuss the affairs of the Company and inter-alia to:

1. Review the performance of Non- Independent Directors and the Board of Directors as whole;

2. Review the performance of the Chairperson of the Company, taking into account the views of the
Executive and Non-Executive Directors;

3. Access the quality, content and timelines of flow of information between the Management and the
Board that is necessary for the Board to effectively and reasonably perform its duties.

The Meeting was attended by all the Independent Directors as on that date and Mr. Devendra Lal Thakur
acted as Lead Independent Director for the said Meeting. The Independent Directors have expressed
satisfaction at the robustness of the evaluation process, the Board's freedom to express its views on
matters transacted at the meetings and the openness and transparency with which the Management
discusses various subject matters specified in the agendas of meetings.

II. Key Managerial Personnel (KMP):

During the year under review, the Board of Directors, on recommendation of Nomination and
Remuneration Committee made following changes in Key Managerial Personnel of the Company: -

a. appointment of Ms. Nishi M. Shah as the Company Secretary & Compliance Officer of the Company
with effect from April 21, 2024;

b. appointment of Mr. Bobby Singh Chandel as the Chief Executive Officer with effect from
February 14, 2025;

c. appointment of Mr. Shailendra Gupta as the Chief Operating Officer with effect from
February 14, 2025.

Following were the Key Managerial Personnel as on March 31, 2025 pursuant to Sections 2(51) and 203 of
the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

III. Director’s Evaluation:

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board has carried out an
annual performance evaluation of its own performance with an aim to improve the effectiveness of the
Chairperson, the Board, committees, individual director and the Board as whole.

The Company has formulated a policy for performance evaluation of the Independent Directors, the Board,
their committees and other individual Directors which includes criteria for performance evaluation of the
Non-Executive Directors and Executive Directors based on the recommendation of the Nomination &
Remuneration Committee and Guidance Note on Board Evaluation issued by the SEBI.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual
directors on the basis of criteria such as the contribution of the individual director to the board and
committee meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc.

Pursuant to Regulation 17 (10) of the SEBI Listing Regulations the performance evaluation of the
Independent Directors was carried out by the entire Board, in their meeting held on February 14, 2025,
excluding the independent director being evaluated.

Further, in a separate meeting of Independent Directors held on February 14, 2025, the performance
evaluation of the Board as whole, Chairperson of the Company and the Non-Independent Directors was
evaluated and they assessed the quality, quantity and timeliness of flow of information between the
Company Management and the Board. The performance evaluation of the Chairperson of the Company
was carried out by the Independent Directors, taking into account the views of the other Executive and
Non-Executive Directors.

The Independent Directors expressed their satisfaction with the evaluation process and flow ofinformation
between the Company's management and the Board.

IV. Declaration by Independent Directors:

Further, the Company has received the necessary declarations from all the Independent Directors
under section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulation, that they meet the
criteria of Independence laid down in section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing
Regulations. Further, all the independent directors are registered with data bank maintained by the
Indian Institute of Corporate Affairs (“IICA”). The Independent Directors have also confirmed that they are
not aware of any circumstances or situation, which exists or reasonably anticipated that could impair or
impact his/her ability to discharge his/her duties with an objective independent judgment and without
any external influence.

The Board after taking these declarations / disclosures on record and acknowledging the veracity of the
same, is of the opinion that the Independent Directors of the Company possess requisite qualifications,
experience, expertise, hold highest standards of integrity and are Independent of the Management of
the Company. The terms and conditions of appointment of Independent Directors are available on the
website of the Company at www.dhansafal.com.

Disclosure regarding the skills/expertise/competence possessed by the Directors is given in detail in the
Report on Corporate Governance forming part of this Annual Report.

V. Familiarization program for Independent Director(s):

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a system
to familiarize its Independent Directors. All Board members of the Company are invited to familiarize
themselves with the Company, its management, its operations and above all, the industry and issues.
Separate sessions are organized during the year with domain experts to enable Board members to
update their knowledge of the sector. Details of the familiarization program on cumulative basis are
available on the Company's website at www.dhansafal.com.

The familiarization program for Independent Directors aims to provide them with an understanding of
the company's business operations, industry dynamics, regulatory environment, financial performance,

risk management practices, corporate governance framework, and their roles and responsibilities,
thereby enabling them to contribute effectively to board discussions and decisions. During the financial
year 2024-25, the independent directors were updated from time to time on continuous basis on the
significant changes in the regulations, duties and responsibilities of Independent Directors under the
Act and SEBI Listing Regulations. The Company conducted 1 program during the financial year 2024-25
and the time spent by Independent Directors was in the range of 2 hours. The cumulative programs /
meetings conducted till date were 9 and the time spent by Independent Directors was in the range of
16 hours. The policy on Company's familiarization program for independent directors is hosted on the
Company's website www.dhansafal.com.

VI. Meeting of the Board and its Committees:

During the financial year 2024-25, Six (6) Board Meetings and Eleven (11) Committee Meetings were
held. The Board has established following three mandatory Committees in compliance with the relevant
provisions of Act and SEBI Listing Regulations:

A. Audit Committee;

B. Nomination and Remuneration Committee;

C. Stakeholders' Relationship Committee;

Further, the Company also has constituted Risk Management Committee pursuant to the
requirements of Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale
Based Regulation) Directions, 2023 ("RBI Master Directions”) and one (1) non-mandatory Committee,

i.e. Operations Committee to deal with the matters relating to frequent banking and day-to-day
business affairs. The details of the Board and all of its Committees along with their composition,
meetings held during the year are given under Corporate Governance Report forming part of this
Annual Report.

VII. Succession Plan

In order to ensure orderly succession of the Board of Directors and Senior Management and pursuant to
the requirements of Regulation 17(4) of the SEBI Listing Regulations, your Company's Board has adopted
a policy on succession planning for the Board and Senior Management. The policy is available on the
website of the Company at web link www.dhansafal.com . The detailed policy aspects are also mentioned
in the Corporate Governance Report forming part of this Annual Report.

14) AUDITORS

A. STATUTORY AUDITOR

The role of the statutory auditor inter-alia is to conduct independent audits of financial statements, assess
internal controls, and ensure compliance with regulatory requirements to provide assurance on financial
integrity and transparency.

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules,
2014, M/s. RSRV & Associates, Chartered Accountants, (FRN: 115691W) is appointed as Statutory Auditor of
the Company at 41^st AGM held on September 21, 2022, to hold office for a period of 5 consecutive years
from the conclusion of the 41^st AGM till the conclusion of the 46^th AGM to be held in 2027.

The report of the Statutory Auditor review does not contain any qualification, reservation or adverse
remark or disclaimer. The said report along with the notes is enclosed with the Financial Statements and
is self-explanatory.

The Statutory Auditor was present at the last AGM. Further, the Auditor of the Company have not reported
any fraud as specified under Section 143(12) of the Act.

Further, post the financial year - M/s. RSRV & Associates, Chartered Accountants, (FRN: 115691W) resigned
as the Statutory Auditor of the Company with effect from August 14, 2025; The resignation was tendered
due to pre-occupation in other assignments. He has confirmed that there are no other material reasons
for his resignation other than those stated above.

Further, to fill the casual vacancy the board at its board meeting dated August 14, 2025 appointed M/s.
ARCK & Co., Chartered Accountants (FRN: 138758W).

B. SECRETARIAL AUDITOR

The role of the Secretarial Auditor inter-alia is to verify and ensure compliance with applicable laws,
regulations, and corporate governance norms related to secretarial and procedural matters, providing
assurance on compliance and adherence to regulatory requirements.

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Mitesh J. Shah &
Associates, Practicing Company Secretaries (Membership No.: F10070; Certificate of Practice No.: 12891),
as Secretarial Auditor of the Company for the financial year 2024-25 to conduct the Secretarial Audit and
issue the Secretarial Audit Report in Form MR-3.

The report of the Secretarial Auditor review does not contain any qualification, reservation or adverse
remark or disclaimer. The said Secretarial Auditor Report for the financial year 2024-25 is annexed as
Annexure I to this Report and is self-explanatory.

Further, the Secretarial Auditor was present at the last AGM. Further, the Secretarial Auditor of the
Company has not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Further, as per the SEBI Amendments dated December 12, 2024 to SEBI Listing Regulations, every listed
company shall appoint an individual as Secretarial Auditor for not more than one term of five consecutive
years or Secretarial Audit firm as Secretarial Auditor for not more than two terms of five consecutive
years, subject to the approval of the shareholders at the ensuing Annual general meeting.

Based on the recommendation of the Audit Committee, the Board, at its Meeting held on February 14,
2025 approved appointment of M/s. Mitesh J. Shah & Associates, Practicing Company Secretaries as the
Secretarial Auditor of the Company for the term of five consecutive year with effect from April 1, 2025
to March 31, 2030, subject to the approval of shareholders at the ensuing Annual General Meeting for
issuing Secretarial Audit Report and Annual Secretarial Compliance Report. Secretarial Auditors have
confirmed that they are not disqualified to be appointed as a Secretarial Auditor and are eligible to hold
office as Secretarial Auditor of your Company. Resolution seeking their appointment as the Secretarial
Auditor is mentioned in the Notice forming part of this Annual Report.

C. INTERNAL AUDITOR

The role of the Internal Auditor inter-alia is to independently evaluate and improve the effectiveness of
risk management, control, and governance processes, ensuring operational efficiency and compliance
with internal policies and regulatory requirements.

Pursuant to the provisions of Section 138 of the Act, read with the Companies (Accounts) Rules, 2014,
the Company has appointed M/s. ASHP & Co., Practicing Chartered Accountants, Mumbai which has
performed the duties of Internal Auditor of the Company for the financial year 2024-25 and their report is
reviewed by the Audit committee from time to time.

D. COST AUDITOR

Provisions of section 148(1) of the Act read with Rule 3 of the Companies (Cost records and Audit) Rules,
2014 requiring maintenance and audit of cost records and appointment of cost auditor are not applicable
to the Company.

15) NOMINATION AND REMUNERATION POLICY

The Company has a Nomination and Remuneration Policy for Directors and Senior Managerial Personnel in
compliance with the provisions of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations
which is as approved by the Nomination and Remuneration Committee and the Board.

The Committee periodically reviews this composition of the Board with the objective of achieving an optimum
balance of size, skills, independence, knowledge, age, gender and experience.

The policy is available on the website of the Company at web link www.dhansafal.com. The detailed policy
aspects are mentioned in the Corporate Governance Report forming part of this Annual Report.

16) RISK MANAGEMENT POLICY

The Company has implemented a Risk Management Policy in accordance with Section 134 of the Companies
Act. This policy outlines a structured framework of accountability and oversight, assigning responsibility for
managing specific significant risks to designated managers across the organization. The Risk Management
Committee plays a key role in assessing the effectiveness of the risk management systems.

Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business
objectives. Major risks identified by the businesses and functions are systematically addressed through
mitigating actions on a continuing basis. The company has been addressing various risks impacting the
company and the policy of the company on risk management is provided in this annual report in Management
Discussion and Analysis.

The Risk management policy is designed to identify key risk elements and establish procedures for reporting
these to the Board. The Board periodically reviews the Company's risk assessment and mitigation processes
and formulates a Risk Management Strategy which includes the development of guiding principles for
proactively identifying, analyzing, and mitigating material internal and external risks including, but not
limited to, environmental, operational, financial, and business risks.

The risk management policy of the Company is placed on the website at: www.dhansafal.com.

17) CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information and Code of Conduct for Prevention of Insider Trading in compliance with SEBI
(Prohibition of Insider Trading) Regulations, 2015 ("Insider Trading Regulations”).

Pursuant to above, the Company has put in place adequate and effective system of internal controls to ensure
compliance with the requirements of Insider Trading Regulations.

Both the Codes are available on website of the Company at web link www.dhansafal.com.

18) RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions entered into are at an arm's length basis and
in the ordinary course of business. Prior omnibus approval of the members of Audit Committee who are
Independent Directors is obtained for Related Party Transactions which are of a repetitive nature, entered
into in the ordinary course of business and at arm's length. All related party transactions are placed before
the Audit Committee for their review and approval on quarterly basis. There were no material contracts or
arrangements or transactions with related parties fall under the scope of Section 188 (1) of the Act, therefore
Form AOC-2 does not form part of this report. Details of the Related Party Transactions are provided in the
accompanying Financial Statements which form part of this Annual Report.

The Company has put in place a policy for related party transactions ("RPT policy”) which has been approved by
the Audit Committee and Board of Directors respectively and is also review and amended from time to time,
subject to atleast once in three years. The RPT policy provides for identification of related party and related
party transactions, materiality of related party transactions, necessary approvals by the Audit Committee/
Board of Directors/ Shareholders of related party transactions and subsequent material modification thereof,
reporting and disclosure requirements in compliance with the provisions of the Act and the SEBI Listing
Regulations. The RPT policy has been uploaded on the website of the Company and can be accessed at the
following link www.dhansafal.com.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has timely filed the half yearly
reports on related party transactions with the Stock Exchange.

Some of our directors are also appointed as Directors in our group companies and loans issued to/ taken from
such entities are disclosed in notes to the financial statements. No other loan/advances were given to any
Company/ firm in which any of the Directors are interested except for those which are disclosed in the notes
to financials.

19) WHISTLE BLOWER POLICY / VIGIL MECHANISM

A Whistleblower Policy, also known as a Vigil Mechanism, ensures a confidential platform for employees
and stakeholders to report concerns about unethical behavior, misconduct, or illegal activities within the
organization. It aims to foster a culture of transparency, integrity, and accountability, providing assurances
that disclosures will be investigated promptly and impartially without fear of retaliation, thereby safeguarding
the interests of all stakeholders and upholding ethical standards.

In compliance with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulation, your Company
has adopted a Vigil Mechanism /Whistle Blower Policy. The Audit Committee oversees the functioning of
this policy. The Company's Vigil Mechanism/ Whistle Blower Policy aims to provide the appropriate platform
and protection for Whistle Blowers to report instances of fraud and mismanagement, if any, to promote
reporting of any unethical or improper practice or violation of the Company's Code of Conduct or complaints
regarding accounting, auditing, internal controls or suspected incidents of violation of applicable laws and
regulations including the Company's ethics policy or Code of Conduct for Prevention of Insider Trading in the
Company, Code of Fair practices and Disclosure. The Vigil Mechanism provides a mechanism for employees
of the Company to approach the Chairperson of the Audit Committee of the Company for redressal.

Details of the Vigil Mechanism and Whistleblower policy are covered in the Corporate Governance
Report, which forms part of this Annual Report and are also made available on the Company's website at
www.dhansafal.com.

During the financial year 2024-25, no cases under the mechanism were reported and no personnel of the
company have been denied access to the Chairperson of the Audit Committee.

20) PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company is committed to upheld and maintain the dignity of women employees and to provide a safe
and conducive work environment to all its employees and associates working in the Company. In compliance
with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,
your Company has put in place Policy on Prevention of Sexual Harassment at Workplace. All employees
(permanent, contractual, temporary, trainees) are covered under this policy.

Further, an Internal Complaints Committee (“ICC”) has been set up under the said Act to redress the
complaints, if any, received regarding sexual harassment.

The Details of sexual harassment complaints pending, received and disposed of during the year are covered
in the Corporate Governance Report, which forms part of this Annual Report.

21) ANNUAL RETURN

Pursuant to section 92(3) and section 134(3)(a) of the Act read with Rule 12 of the Companies (Management
and Administration) Rules, 2014 as amended, the Annual Return of the Company for financial year 2024-25 is
available on Company's website at www.dhansafal.com.

22) DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, and to the best of Board's knowledge and belief and according to the
information and explanations obtained by them, your Directors confirm the following statements:

i. In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting
standards have been followed and there are no material departures;

ii. The Directors have selected such accounting policies and applied them consistently and madejudgments
and estimates that were 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 the profits of the Company for the financial year under
review;

iii. The Directors have 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;

iv. The Directors have prepared the annual accounts on a going concern basis;

v. The Directors had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and operating effectively;

vi. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws
and that such system is adequate and operating effectively.

23) MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under the Regulation 34(2)(e) of the SEBI Listing
Regulations and is presented in a separate section forming part of this Annual Report. It provides details
about the overall industry structure, global and domestic economic scenarios, developments in business
operations / performance of the Company's various businesses, internal controls and their adequacy,
risk management systems, human resources and other material developments during the financial year
2024-25.

24) REMUNERATION TO DIRECTORS, PARTICULARS OF EMPLOYEES AND HUMAN RESOURCES (HR)

Your Company had 50 employees as on March 31, 2025. The statement containing particulars of employees
as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration ofManagerial Personnel) Rules, 2014 is not applicable to the Company as none of the employees
were in receipt of remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

Further, the ratio of the remuneration of each Director to the median employee's remuneration and other
details in terms of Section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure II of this report.

25) INTERNAL SYSTEMS AND CONTROL THEIR ADEQUACY

The Board has laid down standards, processes and procedures for implementing the internal financial
controls across the organization. After considering the framework of existing internal financial controls
and compliance systems, work performed by the Internal, Statutory and Secretarial Auditors and external
consultants; reviews performed by the Management and relevant Board Committees including the Audit
Committee, the Board is of the opinion that the Company's internal financial controls with reference to the
financial statements were adequate and effective during the Financial Year under review. The Company
continues to ensure proper and adequate systems and procedures commensurate with its size and nature of
its business.

26) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The operations of your Company are not energy intensive and hence, disclosure pursuant to the provisions of
section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable.
However, the Company is taking all possible measures to conserve energy. Several environment friendly
measures are adopted by the Company. The Company continued to give major emphasis for conservation of
Energy. The Company's operations do not require significant import of technology.

27) FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of foreign exchange earnings and outgo required under Section 134 (3) (m) of the Act read with Rule
8 (3) of the Companies (Accounts) Rules, 2014 are as under:

28) CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

The Company does not come under the purview of the provisions of Section 135 of the Act read with the Rules
prescribed therein, relating to Corporate Social Responsibility.

29) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The loan made, guarantee given or security provided in the ordinary course of business by a NBFC registered
with RBI are exempt from the applicability of the provisions of Section 186 of the Act. As such, the particulars
of loans and guarantee have not been disclosed in this Report. Pursuant to Regulations 34(3) of the Listing
Regulations, 2015, the particulars of loans / advances have been disclosed in the notes to financial statements.

30) CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER CERTIFICATION

The Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have certified to the Board about
compliance by the Company in accordance with Regulation 17(8) read with Part B of Schedule II of the
SEBI Listing Regulations for the Financial Year ended March 31, 2025, and the same forms part of this
Annual Report.

31) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the financial year 2024-25, A suit was filed by Luharuka Media & Infra Limited, now known as DhanSafal
Finserve Limited ("the Company”) before the Hon'ble Principal Special Court in the Cadre of District Judge
for the Trial and Disposal of Commercial Disputes at Hyderabad ("Commercial Court”) against ICICI Bank
Limited. As directed by the Special Court, Hyderabad, an amount of Rs. 89.65 Lakhs was received from ICICI
Bank and has been booked under interest income for the quarter ended June 30, 2024.

Apart from the above there were no other significant or material orders passed by the Regulators or Courts
or Tribunals impacting the going concern status and operations of the Company in future.

32) SECRETARIAL STANDARDS

Your Company has complied with all applicable Secretarial Standard issued and notified by the Institute of
Company Secretaries of India and approved as such by the Central Government.

33) CODE OF CONDUCT

Members of the board of directors and senior management personnel are expected to uphold the highest
standards of integrity, transparency, and accountability in all their actions and decisions. They must comply
with all applicable laws and regulations, avoid conflicts of interest, and promote a respectful and inclusive
work environment.

The Company has formulated and adopted Code of Conduct for all members of the board of directors and
senior management personnel which is available on the Company's website at www.dhansafal.com.

The Company has received confirmation from all members of the Board of Directors and Senior Management
Personnel regarding compliance with the said Code of Conduct for the year under review. The declaration
signed by Mr. Ankur Agrawal, Managing Director of the Company stating that the members of board of
directors and senior management personnel have affirmed compliance with the Code of Conduct of board
of directors and senior management personnel is annexed to the Corporate Governance Report which forms
part of this Annual Report.

34) GENERAL DISCLOSURE

• There has been no change in the nature of business of the Company;

• There was no revision in the financial statements;

• The Company has not issued any sweat equity shares during the year under review and hence no
information as per provisions of section 54(1) (d) of the Act read with rule 8(13) of the Companies (Share
Capital and Debenture) Rules, 2014 is furnished;

• The Company has not issued any shares with differential rights and hence no information as per provisions
of section 43(a)(ii) of the Act, read with rule 4(4) of the Companies (Share Capital and Debenture) Rules,
2014 is furnished;

• The Company has not granted employee stock options as per provisions of section 62(1)(b) of the Act,
read with rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.

However, post the completion of financial year under review, the Board of Directors at their meeting held on
May 30, 2025 has approved DhanSafal Finserve Limited - Employee Stock Options Scheme 2025 ("the Scheme”)
& recommended the same for approval by the Shareholders at the ensuring AGM. Special Resolution seeking
the required approval for the Scheme is mentioned in the Notice forming part of the Annual Report 24-25.

• During the year under review, there were no instances of non-exercising of voting rights in respect of
shares purchased directly by employees under a scheme pursuant to section 67(3) of the Act, read with
rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

• Your Company is registered as a Non-Banking Financial Company - Investment and Credit Company
(NBFC-ICC), categorized as a Non-Deposit Taking and Non-Systemically Important NBFC. Under the
Scale Based Regulation (SBR) framework, the Company has been classified under the Base Layer.

The Company has complied with the Master Direction - RBI (Non-Banking Financial Company - Scale
Based Regulation) Directions, 2023, along with all other applicable laws, regulations, and guidelines
issued by the RBI from time to time.

• During the year under review, the Company has not made any application under Insolvency and
Bankruptcy Code, 2016 and there is no proceeding pending under the said Code as at the end of the
financial year;

• During the year, the Company has not undergone any one-time settlement and therefore the disclosure
in this regard is not applicable;

• During the year, the Company has complied with the provisions relating to the Maternity Benefit Act 1961.

35) ACKNOWLEDGEMENTS

Your Board would like to place on record its sincere appreciation for the wholehearted support and
contribution made by its customers, its shareholders and all its employees as well as the various Government
Departments, Banks, Distributors, Suppliers and other business associates towards the conduct of efficient
and effective operations of your Company

By Order Of The Board O Directors Of
Dhansafal Finserve Limited

Sd/-

Ankur Agrawal
Chairperson & Managing Director
DIN: 06408167

Date: August 14, 2025

Place: Mumbai