Your Directors have pleasure in presenting their 38^th Annual Report on the business and operations
ofthe Company and the accounts forthe Financial Year ended March 31, 2024.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

The Financial Statements of the Company have been prepared in accordance with the Indian
Accounting Standards (Ind AS), notified under the Companies (Indian Accounting Standards) Rules,
2015 read with Section 133 and other relevant provisions ofthe Companies Act, 2013.

DIVIDEND

With a view to enhance the growth and business of the Company and in order to deal with the
uncertain economic environment, your directors aim to retain the resources of the Company.
Accordingly, they do not recommend any dividend for the Financial Year ended on March 31, 2024.

RESERVES

Since the Company is a Non-Banking Financial Company ('NBFC’) registered with the RBI, therefore
as per the requirement of Section 45 IC ofthe RBI Act, 1934 the Company has transferred an
amount of Rs. 6,79,000/- to Statutory Reserve Fund. i.e. aggregating to 20% of its net profit for the
Financial Year 2023-24.

Further, your Board of Directors does not propose to transfer any amountto general reserves ofthe
Company.

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF
COMPANY’S AFFAIRS

Your Company is registered as a Non-Banking Financial Company (NBFC] pursuant to Certificate of
Registration dated March 26^th,1998 and 30^th May 2023 issued by the Reserve Bank of India under
section 45IA of the Reserve Bank of India Act,19 34

During the year under report, the Company extended credit facility to the tune of Rs. 688.69 lakhs.

The total income of the Company is at Rs. 157.87 lakhs during the year under review as against
Rs. 94.03 lakhs in the previous financial year; and the company has gained a profit before tax of
Rs.40.07 lakhs during the year under review as compared to Profit of Rs.5.92 lakhs in the previous
financial year; The profit [loss] after tax and other comprehensive income during the year under
review is atRs. 38.53 lakhs as compared to profit of Rs.4.02 lakhs in the previous financial year.

INFORMATION REQUIRED UNDER NON-BANKING FINANCIAL COMPANIES ACCEPTANCE OF
PUBLIC DEPOSITS (RESERVE BANK) DIRECTIONS, 1998

There are no instances where the public deposits of the company have not been claimed by the
depositors or not paid by the company after the date on which the deposit became due for
repayment.

As such the total amount due under such accounts remaining unclaimed or unpaid beyond the dates
referred to above was NIL.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

With effect from 30^th May 2023, Your Company converted as Non-Deposit Accepting Non-Banking
Financial Company (NBFC) from Depositing taking Non-Banking Financial Company (NBFC).

There is no other significant change in the activities of the company. Your Company continues to
advance finance under the various categories as in previous years

MATERIALCHANGES AND COMMITMENTS

There have been 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
and the date of this report

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 are no instances wherein significant and material orders passed by regulators or courts or
tribunals had impacted the going concern status and company’s operations

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE
TO THE FINANCIAL STATEMENTS.

The Company's Internal Control System is designed to ensure operational efficiency, protection and
conservation of resources, accuracy and promptness in financial reporting and compliance with
laws and regulations. Adequate Internal Control Systems and checks are in place, commensurate
with the size of the Company and nature of its business. The management exercises financial
control on the operations through a well defined monitoring process and standard operating
procedures. A report of Auditors pursuant to Section 143(3] (i] of the Companies Act, 2013
certifying the adequacy of Internal Financial Controls is annexed with the Auditors report

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company operates as a standalone entity and does not have any subsidiary, associate and joint
venture within the meaning of Section 2(87] and 2(6] of the Companies Act, 2013.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT.

As there are No subsidiaries, associates and joint venture companies, instances of reporting on their
performance and financial position does notarise.

DEPOSITS

Being a non-deposit taking Company, your Company has not accepted any deposits within the
meaning of the provisions of Master Direction - Non-Banking Financial Companies Acceptance of
Public Deposits (Reserve Bank] Directions, 2016 and provisions of the Companies Act, 2013 are not
applicable on the Company. Further, the Company shall not accept deposits from public without
obtaining prior approval from the RBI.

The details relating to deposits, covered under Chapter V of the Act,-

Note: As on 31.03.2024 there is Rs. 63.15 lakhs exempted deposit from directors & Rs. 16.50 lakhs
inter corporate deposit.

STATUTORY AUDITORS

M/s. Chandarana & Sanklecha, Chartered Accountants, Chennai [Firm Registration No: 000557S]
are the Statutory Auditors of the Company who were appointed at the 36^th Annual General Meeting
held on 24^thSeptember, 2022 to hold office until the conclusion of 39^th Annual General Meeting. The
statutory auditor's report does not contain any qualifications, reservations, or adverse remarks or
disclaimer.

AUDITOR’S REPORT

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

FRAUDS REPORTED BY THE AUDITOR

During the Year under review, no frauds were reported by the Auditor [Statutory Auditor,
Secretarial Auditor) to the Audit Committee/ Board.

SECRETARIAL AUDIT REPORT

The Board of Directors of the company had appointed AKB & Associates, Practicing Company
Secretaries represented by A. Ajay Kumar Bantia [Membership No. F10357/CP 13620), having
address at I Floor, No. 30, Raja Bather Street, T. Nagar Chennai- 600017. The Secretarial Audit
report issued by him is attached to this report as Annexure-"C". As there are no qualifications,
reservation or adverse remark or disclaimer made by the Company secretary in whole time
practice in the secretarial audit report, the need for providing explanation or comments on the
same by the Board of Directors does notarise

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the Financial Year 2023-24, your Company has complied with applicable Secretarial
Standards, namely SS-1 & SS-2 issued by the Institute of Company Secretaries of India

SHARE CAPITAL

• Issue of equity shares with differential rights

The Board of Directors wish to inform that there are no instance during the financial year
for issue of equity shares with differential rights as such the requirement for providing
details as provided in rule 4 (4) of Companies [Share Capital and Debentures] Rules, 2014
does notarise.

• Issue of sweat equity shares

The Board of Directors wish to inform that there are no instance during the financial year
for issue of sweat equity shares as such the requirement for providing details as provided in
Rule 8[13) of Companies (Share Capital and Debentures] Rules, 2014 does notarise.

• Issue of employee stock options

The Board of Directors wish to inform that there are no instance during the financial year
for issue of employee stock options as such the requirement for providing details as
provided in rule 12 [9] of Companies (Share Capital and Debentures] Rules, 2014 does not
arise.

CASH FLOW STATEMENT

In compliance with the provisions of Section 134 of Companies Act, 2013 and Regulation
34(2](c] of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015, the Cash
flow statement for the financial year ended March 31, 2024 forms part of this Annual Report

PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY EMPLOYEES
OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES

The Board of Directors wish to inform that there are no instance during the financial year where
the company had made provision of money for purchase of its own shares by employees or by
trustees for the benefit of employees as such the requirement for providing details as provided
in rule 16 (4] of Companies (Share Capital and Debentures] Rules, 2014 does notarise

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Section 134(3] (a] of the Companies Act, 2013, the Annual return
as per provisions of Section 92 (3] of the Companies Act, 2013 can be viewed on the website of
the company www.galadafinance.in.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS FOREIGN EXCHANGE
EARNINGS OUTGO:

A. Details of Conservation of Energy: NIL

I. Steps taken or impact on conservation of energy

II. Steps taken by the company for utilizing alternate sources of energy

III. Capital investment on energy conservation equipment

B. Technology Absorption: Nil

I. Efforts made towards technology absorption:

II. Benefits derived as a result of the above efforts:

III. In case of imported technology (imported during the last 3 years reckoned from the
beginning of the financial year]:

[a] Details of technology imported:

[b] Year of import:

[c] Whether the technology been fully absorbed:

[d] If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof:

IV. Expenditure incurred on Research and Development:

The Company has not incurred any cost towards undertaking R&D Activity during the period
under review

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange earned in terms of actual inflows during the year: NIL
Foreign Exchange outgo during the year in terms of actual outflows: NIL

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility [CSR] which is applicable to every company having net
worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more
or a net profit of rupees five crore or more during the preceding financial year is Not applicable
and as such instances of disclosures as per Rule 9 of Companies (Corporate Social Responsibility
Policy] Rules, 2014 does notarise.

DECLARATION FROM INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors on the board of the
Company as on the end of financial year 2023-24 confirming that they continue to meet with the
criteria of Independence as prescribed under Section 149(6] of the Companies Act, 2013 and
Regulation 25 & 16 of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015
and amendments made under thereto.

In the opinion of the Board, all the Independent Directors are the person of integrity and are
expert in various fields of Finance, Law, Technology, Commerce and have more than 20 years of
vast experience. As all the Independent directors on the Board carries more than 10 years of
experience, they are exempted from appearing in online proficiency self assessment test
conducted by the institute notified under sub-section (1] of section 150 of the Companies Act,
2013, hence in the opinion of the Board all the Independent Directors of the Company fulfill the
conditions specified in the Listing Regulations and are independent of the management.

MEETING OF INDEPENDENT DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, the Independent Directors met on
February 13, 2024without the presence of Non-Independent Directors and members of the
management and all the Independent Directors were present at such meeting. The following
matters were reviewed by the Independent Directors:

(a] The performance of Non-Independent Directors and the Board as a whole;

(b] The performance of the Chairperson of the Company, taking into account the views of
Executive Directors and Non-Executive Directors;

(c] Assessed the quality, quantity and timeliness of flow of information between the Company
management and the Board that is necessary for the Board to effectively and reasonably perform
their duties

FORMAL ANNUAL EVALUATION

The Board periodically evaluates its own performance and that of its committees and individual
directors

LISTING OF SHARES

The equity shares of the Company are listed on the Stock Exchange viz., BSE Limited [BSE], The
Company has paid the applicable listing fees to the Stock Exchange within the stipulated time.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

Your company has always believed in providing a safe and harassment free work place for every
individual working in the company's premises through various interventions and practices. The
company always endeavors to create and provide an environment that is free from
discrimination and harassment including sexual harassment. The company have a formal Anti
Sexual Harassment policy in line with the requirements of The Sexual Harassment of Workmen
at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.Internal complaints committee
has been set up to redress complaints contractual, temporary and trainees are covered under the
policy.

The following is the summary of sexual harassment complaints received and disposed of during
the 2023-2024:-

No. Of complaints received: NIL
No. Of complaints disposed off: NIL

DIRECTORS:

The Current Directors on the Board are Mr. Ashok Jawarilal Galada, Mr. Naveen Ashok Galada,
Mr. Ponniah Bhaskaran, Mr. Ramu Vishnu*,Mrs. Indira Srinivasan Royakottam.

Mr. Naveen Ashok Galada, Managing Director is liable to retire by rotation and being eligible has
offered himself for re-appointment. Your Directors recommend the re-appointment of the
Mr. Naveen Ashok Galada retiring by rotation to the members.

* Mr. Ramu Vishnu , appointed as Independent Director on the Board with effect from
10.06.2023.

NUMBER OF MEETINGS OF BOARD:

The Board meets at regular intervals to discuss and decide on business strategies / policies and
review the financial performances of the Company. The details of number of board meetings and
Other committee meetings held during the Financial Year 2023-24 are as follows:

COMPOSITION OF BOARD& NUMBER OF MEETING

No. ofBoard Meetings: 7 [Seven]: 23^rdMay, 2023; 27^th May 2023 ; 10^th June 2023; 17^th June 2023;
12^th August 2023; 10^th November 2023 and 13^th February2024.

ATTENDANCE OF DIRECTORS IN BOARD MEETING

The interval between two Board Meetings was well within the maximum period mentioned
under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and Obligations
Requirements] Regulations, 2015.

COMPOSITION OF COMMITTEES OF BOARD:

Currently the board has following Committees: Audit Committee, Nomination & Remuneration
Committee, Stakeholders Relationship Committee &Risk Management Committee

DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED
BY THE BOARD ALONG WITH REASONS

The Audit Committee generally makes certain recommendations to the Board of Directors of the
Company during their meetings held to consider any financial results (Unaudited and Audited)
and such other matters placed before the Audit Committee as per the Companies Act, 2013and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time.
During the year the Board of Directors has considered all the recommendations made by the
Audit Committee and has accepted and carried on the recommendations suggested by the
Committee to its satisfaction. Hence there are no recommendations unaccepted by the Board of
Directors of the Company during the year under review

The following Directors/Officials of the Company have been designated as Key Managerial
Personnel (KMP] ofthe Company bythe Board of Directors in terms of provisions ofSection 203
of the Companies Act, 2013 and the SEBI Listing Regulations:

1. Mr. Naveen Ashok Galada - Managing Director

2. Ms. Mahaveerchand Jain Divya - Company Secretary

3. Mrs. K.R.Manimeghala - Chief Financial Officer

CHANGE IN KEY MANAGERIAL PERSONNEL

There is no change in Key Managerial personnel in the financial year 2023-2024

ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9] of Companies Act 2013 and Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements] Regulations, 2015 the Company has formulated a
whistle blower mechanism for directors and employees to report concerns about unethical
behavior, actual or suspected frauds or violation of the Company's code of conduct and ethics.
The Audit Committee of the Board oversees the functioning of Whistle Blower Policy. The
Whistle Blower Policy covering all employees and directors is available in the Company's
website at www.galadafinance.in

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given any loans or guarantees covered under the provision of section 186
ofthe Companies Act, 2013. The details of the investments made by the Company are given in
the notes to the financial statements which forms part of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transaction that was entered into during the financial year was on an arm's
length basis in the ordinary course of business. There are no 'material' contracts or
arrangements or transactions which were not at arm's length basis and therefore disclosure in
form AOC -2 is not required.

All Related Party Transactions are placed before the Audit Committee as also the Board for
approval. Prior omnibus approval ofthe Audit Committee is obtained for the transactions which
are foreseeable and repetitive nature. For the transactions entered into pursuant to the omnibus
approval so granted, a statement giving details of all related party transactions is placed before
the Audit Committee and the board of Directors for their approval on a quarterly basis

PARTICULARS OF EMPLOYEES

The information as required under the provisions of Section 197(12} of the Companies Act, 2013
and read with Rule 5(1}, 5(2} and 5(3} of the Companies (Appointment and Remuneration of
Managerial Personnel} Rules, 2014, are set out in ANNEXURE-A attached herewith which forms
part of this report.

The statement containing such particulars of employees as required in terms of the provisions of
Section 197(12} of the Act read with rules 5(2} and 5(3} of the Companies (Appointment and
Remuneration of Managerial Personnel} Rules, 2014, forms part of the Annual Report. Pursuant
to the provisions of the Section 136(1} of the Companies Act, 2013, the reports and accounts, as
set out therein, are being sent to all members of the Company, excluding the aforesaid
information and the same is open for inspection at the registered office of the Company during
working hours up to the date of Annual General Meeting and if any member is interested in
obtaining such information, may write to the Company Secretary at the registered office of the
Company in this regard.

CORPORATE GOVERNANCE

As prescribed under the provisions of Regulation 15(2} of SEBI (Listing Obligations and
Disclosures Requirements} Regulations 2015, your Company does not fall under the purview of
complying with the provisions of Corporate Governance. During the year your Company has
informed the non-applicability provision to the Bombay Stock Exchange. Since, the provision of
Corporate Governance is not applicable for the entire Financial Year 2023-24, a separate report
of Corporate Governance is not disclosed in the Annual Report 2023-24.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2} of the SEBI (Listing Obligations and Disclosure
Requirements}Regulations, 2015 read with schedule-V thereof, the Management Discussion and
Analysis report has been annexed to the Boards Report as ANNEXURE-B and forms part of the
Annual Report

COMPLIANCE WITH CODE OF CONDUCT

The Company has framed a Code of Conduct for the Board of Directors and Senior Management
personnel of the Company. The Code of Conduct is available on the Company's website. All the
Board of Directors and Senior Management personnel have affirmed compliance with the Code
of conduct as on March 31, 2024

As required under Regulation 34(3} and Schedule V (D} of SEBI (Listing Obligations and
Disclosure Requirements} Regulations, 2015 a declaration from Mr. Naveen Ashok Galada,
Managing director to this effect is annexed which forms part of this Annual Report

A Risk Management Policy for the Company has been adopted by the Board. The Company
manages risk through a detailed Risk Management Policy framework which lays down guidelines
in identifying, assessing and managing risks that the businesses are exposed to. Risk is managed
by the Board through appropriate structures that are in place.

NOMINATION AND REMUNERATION POLICY

Pursuant to Section 178(3] of the Companies Act, 2013, the Board of Directors has framed a
policy which lays down a framework in relation to remuneration of Directors, Key Managerial
Personnel and Senior Management of the company. The policy also lays down the criteria for
selection and appointment of Board Members. The Remuneration Policy is available on the
website of the company www.galadafinance.in.

AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF
THE COMPANY

The Company has formulated the Nomination and Remuneration Policy in compliance with
Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Part D
of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements] Regulations, 2015, as amended from time to time. This policy governs the criteria
for deciding the remuneration for Directors and Key Managerial Personnel. It is affirmed that the
remuneration to Directors and Key Managerial Personnel is being fixed based on the criteria and
parameters mentioned in the above mentioned policy of the Company.

BOARD DIVERSITY

The Company recognizes and values the importance of a diverse board as part of its corporate
governance and success. The Company believes that a truly diverse Board will leverage
differences in ideas, knowledge, thought, perspective, experience, skill sets, age, ethnicity,
religion and gender which will go a long way in retaining its competitive advantage

CRITERIA FOR PAYMENT OF REMUNERATION TO NON-EXECUTIVE DIRECTORS
(PURSUANT TO PART-D SCHEDULE II (1) OF SEBI (LODR) REGULATIONS, 2015

The Criteria for Payment of Remuneration To Non-Executive Directors (Pursuant To Part-D
Schedule II (1] Of SEBI (LODR] Regulations, 2015is available on the website of the company
www.galadafinance.in.

LISTING ON STOCK EXCHANGES

The Company's shares are listed on BSE LIMITED.

POLICES OF COMPNAY

All policies of the company viewed on the website of the company www.galadafinance.in.

RBI GUIDELINES

The Company is registered with RBI as a NBFC-ND-NSI. The Company has complied with and
continues to comply with all applicable laws, rules, circulars and regulations, including the
Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based
Regulation] Directions, 2023 and guidelines notified there under.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
ANDBANKRUPTCY CODE, 2016

During the Financial Year 2023-24, the Company has neither made any application nor any
proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

DIRECTORS’ RESPONSIBILITY STATEMENT

The terms of clause (c) of sub-section (3] of Section 134 of the Companies Act, 2013, the
directors state that:

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

b] the directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of the
profit and loss of the company for that period;

c] the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;

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

e] the directors, in the case of a listed company, 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.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance and cooperation received
from the financial institutions, banks, Government authorities, customers, vendors and members
during the year under review. Your Directors also wish to place on record their deep sense of
appreciation for the committed services by the Company’s executives, staff and employees.

By the Order of the Board
For GALADA FINANCE LIMITED

Place: Chennai JUSTICE PONNIAH BHASKARAN

Date: 26.08.2024 DIN: 00126136