Your Directors have pleasure in presenting the 31^st Annual report of the Company together with the
audited Financial Statements for the year ended 31st March, 2025.

1. FINANCIAL RESULTS:

The financial results of your company for the year ended 31st March, 2025 are summarized below:

(All amounts in Hundreds of Rs. unless otherwise stated)

During the year, the Loss suffered by the company amounting to Rs. in hundred (845602.21)
(Previous Year loss suffered by the company: Rs. 51109.86) and Sale of services NIL. The Company is
a Non deposit accepting Non -Banking Finance Company. Accordingly, it has followed the RBI
guidelines for income recognition and provision norms as far as applicable to the Company.

The Loss after tax of the Company for the current year was Rs. in hundred (845602.21) as compared
loss of Rs. in hundred (51109.86) during the previous year.

2. RESERVES

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

3. CAPITAL STRUCTURE

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

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

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

4. DIVIDEND:

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

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

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

6. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Directors wish to present the details of Business operations done during the year under review.
The Company is Non- Banking Finance Company. For the business and operation of the company
along with revenues, financials attached with the annual report could be referred .

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

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

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

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

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

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

10. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT, 2013

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

12. AUDITORS

a. Statutory Auditors.

M/s. Vandana V. Dodhia & Co., Chartered Accountants, Firm Registration No. 117812W was
appointed as Statutory Auditors for a period of 5 years under Section 139 of the Companies
Act, 2013 to hold office from the conclusion of 28th Annual General Meeting till the conclusion
of 33rd Annual General Meeting to be held in the year 2026-2027.

b. Secretarial Auditor

According to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Secretarial Audit Report submitted by Secretarial Auditor, M/s Deepika Mishra and Associates
(Practicing Company Secretaries) (M. No. A46839, COP No. 17113).

13. AUDITORS REPORT
STATUTORY AUDITOR

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

14. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES

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

15. ANNUAL RETURN

The Annual Return of the Company as on 31st March 2025 in Form MGT-7 in accordance with Section
92(3) of the Act read with the Companies (Management and Administration) Rules 2014 is available
on the website of the Company. www.hastifinance.com

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

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

17. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company has held 6 board meetings during the financial year under review.

18. DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

(e) the directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively,

(f) the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

20. DEPOSITS

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

21. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE
COMPANY

22. DECLARATION OF INDEPENDENT DIRECTORS

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

PARTICULARS OF EMPLOYEES

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

Information under Rule 5(1) (i) & (ii)

Information under Rule 5(1) (iii) & (iv)

Information under Rule 5(1) (viii)

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

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

23. FORMAL ANNUAL EVALUATION

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

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

24. WHISTLE BLOWER POLICY

The Board has adopted whistleblower mechanism in the company.

25. DISCLOSURE OF COMPOSITION OF BOARD COMMITTEES as on 31/03/2025

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

The Company has established a vigil mechanism and overseas through the committee, the genuine
concerns expressed by the employees and other Directors.

The Company has also provided adequate safeguards against victimization of employees and
Directors who express their concerns. The Company has also provided direct access to the chairman

of the Audit Committee on reporting issues concerning the interests of co employees and the
Company.

26. SHARES

a. BUY BACK OF SECURITIES

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

b. SWEAT EQUITY

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

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

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

27. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013.

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

28. CASH FLOW STATEMENT

In conformity with the provisions of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and requirements of Companies Act, 2013, the Cash flow Statement for the
financial year ended 31.03.2025 is annexed here to as a part of the Financial Statements.

29. DISCLOSURE OF MAINTENANCE OF COST RECORDS

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

30. DETAILS OF SIGNIFICANT/MATERIAL ORDERS PASSED BY THE
REGULATORS/TRIBUNAL/COURTS

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

31. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

32. CORPORATE GOVERNANCE REPORT:

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

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

34. CORPORATE GOVERNANCE CERTIFICATE

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

35. ENVIRONMENT PROTECTION AND POLLUTION CONTROL

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

36. COMPLIANCE WITH SECRETARIAL STANDARDS

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

37. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and
various Government Authorities for their continued support extended to your Companies activities
during the year under review. Your Directors also acknowledges gratefully the shareholders for their
support and confidence reposed on your Company.

On behalf of Board
For Hasti Finance Limited

Sd/- Sd/-

Nitin Prabhudas Somani Sonal Nitin Somani

Managing Director Director

Din: 00841378 Din: 01216993

Date: 03^rd September 2025
Place: Mumbai