To:

The Members of Pro Fin Capital Services Limited

Your Directors have pleasure in presenting their 33^rd Annual Report and the audited financial statements for the financial year ended 31^st March 2024

1. Financial Results

The summarized financial results for the financial year ended 31^st March 2023 are presented below:

Rs. In Lakhs

• Performance Highlights

The Income during the financial year ended 31^st March 2024 is 2179.24 Lakhs compared to Rs. 2014.83 Lakhs. The loss for the year for the financial year ended 31^st March 2024 is Rs. 39.96 lakhs compared to Profit for the previous year Rs. 55.64 lakhs.

• Dividend and Reserves

Board of Directors of the Company does not recommend any dividend for the year under consideration. No amount is transferred to General reserves for the financial year 2023-24.

• Share Capital

During the year under review, The share of face value of Rs. 10 per share was split into 10 shares of Rs. 1 each.

After split, bonus shares were issued and allotted on 02.05.2022 in the ratio of 2 bonus shares for every share held.

The Paid-up share Capital of the Company stood at Rs. 212007000 consisting of 212007000 equity shares of Rs. 1/ each after split and bonus issue.

2. Change In Nature Of Business, If Any:

During the year under review there is no change in nature of business.

3. Finance & Accounts

The Company prepares its financial statements in accordance with the requirements of the Companies Act 2013(hereinafter referred as "the Act" or "Act") and the Generally Accepted Accounting Principles (GAPP) as applicable in India. The financial statements have been prepared on historical cost basis in conformity with the Indian Accounting Standards ("Ind AS"). The estimates and judgments relating to the financial statements are made on a prudent basis so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the financial year ended 31st March 2024.

4. NBFC registration with RBINBFC registration with RBI

During the year under report, the Company continues to be registered with RBI as an NBFC.

5. Subsidiaries and Associate Company

The Company is not a subsidiary of any company, nor does it have any subsidiaries and it has not entered into any Joint Venture nor has any Associate Company during the year.

6. Statement On Annual Evaluation Of Board, Committee And Its Directors

Pursuant to the provisions of the Companies Act, 2013 and provisions of Regulations of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Stakeholder Relationship and Nomination & Remuneration Committees. A separate exercise was carried out to evaluate the performance of individual Directors who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of Non-Independent Directors was carried out by Independent Directors. The Directors expressed their satisfaction with the evaluation process

7. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Remuneration Policy is available on company's website www.profincapital.co.in

8. Board of Directors

The Board of Directors of the Company is duly constituted.

Mr. Abhay Narain Gupta retires by rotation and being eligible offers himself for reappointment. Appropriate resolution for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuring AGM.

Annual General Meeting held on 27^th September 2023, the company had appointed Mr. Anupam Gupta as the Managing Director and Mr. Abhay Gupta as the Whole Time Director for the period of five years with effects from April 01, 2023. Further, the shareholders of the company have appointed Mr. Neeraj Arora as director in the Annual General Meeting held on 27^th September 2023.

Mr. Atul Kumar (DIN: 07271915), who was appointed by the Members of the Company at their Annual General Meeting held on 30.09.2019 as an Independent Director of the Company for a first term of five consecutive years commencing from 05.09.2018 and who holds office of the Independent Director up to

September 2023, further the Annual General Meeting held on 27^th September 2023 Mr. Atul Kumar was re-appointed as an Independent Director of the Company to hold office for a second term of five consecutive years commencing from September 2023 to September 2028. Due to some personal reason, Mr. Atul Kumar ceased to be director of the Company with effect from 18^th March 2024.

The Board in their meeting held on 18^th March 2024 have appointed Mr. Nirmal Lunkar as an Additional Director in the capacity of Independent Director. The Board proposes to appoint him as Independent Director of the Company is the ensuing Annual General Meeting.

9. Directors of the Company

The following are the directors of the Company during the year under report.

10. Meetings of Board of Directors

The Meetings of the Board of Directors are scheduled well in advance and held at the Registered Office of the Company at Borivali. The notice confirming the meeting and the detailed agenda is sent well in advance to all the Directors.

During the year under report, the Board met 07 (Sev) times, following are the dated of Board meeting:

Sr. No Date of Board Meeting

1 31-05-2023

2 03-08-2023

3 10-08-2023

4 29-08-2023

5 27-10-2023

6 11-01-2024

7 18-03-2024

11. Audit Committee

The Audit Committee consists of two independent directors namely:

1) Mr. Nirmal Lunkar

2) Mr. Manav Kumar

3) Mr. Abhay Gupta

Mr. Atul Kumar ceased to be director of the Company from 18^th March 2024 due to which the company is required to reconstitute the committee. Mr. Nirmal Lunkar appointed in place of Atul Kumar.

During the year under report, the Board met 05 (Five) times, following are the dated of Committee meeting:

Sr. No Date of Board Meeting

1 31-05-2023

2 10-08-2023

3 29-08-2023

4 27-10-2023

5 11-01-2024

12. Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of two independent directors and directors, namely:

1) Mr. Nirmal Lunkar

2) Mr. Manav Kumar

3) Mr. Abhay Gupta

Mr. Atul Kumar ceased to be director of the Company from 18^th March 2024 due to which the company is required to reconstitute the committee. Mr. Nirmal Lunkar appointed in place of Atul Kumar.

During the year under report, the Board met 03 (Three) times, following are the dated of Committee meeting:

Sr. No Date of Board Meeting

1 31-05-2023

2 29-08-2023

3 18-03-2024

13. Stakeholder Relationship Committee

The Stakeholder Relation Committee consists of three directors namely:

1) Mr. Nirmal Lunkar

2) Mr. Manav Kumar

3) Mr. Abhay Gupta

Mr. Atul Kumar ceased to be director of the Company from 18^th March 2024 due to which the company is required to reconstitute the committee. Mr. Nirmal Lunkar appointed in place of Atul Kumar.

During the year under report, the Board met 04 (Four) times, following are the dated of Committee meeting:

Sr. No Date of Board Meeting

1 31-05-2023

2 29-08-2023

3 27-10-2023

4 11-01-2024

14. Internal Financial Controls:

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

15. Listing of shares on BSE

During the financial year under report, the equity shares issued by the company continue to be listed on BSE. The Listed Capital of the Company is 212007000 at the face value of Rs. 1/- each.

16. Extract of Annual Return

The extract of Annual Return in Form MGT 9, as required in section 92 of the Companies Act, 2013, as at 31^st March 2024, can be accessed by clicking at the following linkwww.profincapital.co.in/downloads.php

17. Vigil Mechanism / Whistle Blower Policy

The Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has established a vigil mechanism to be known as the 'Whistle Blower Policy' for its Directors and employees to report instances of unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.Accordingly, 'Whistle Blower Policy' has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach Chairman of the Audit Committee of the Company.The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise concerns about serious irregularities within the Company.

18. Prevention of Insider Trading

The Company has adopted a Code of Conduct for prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Company's shares and prohibits the purchase or sale of Company's shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.All Board Directors and the designated employees have confirmed compliance with the Code. The Companies Code of Conduct is available on companies Website www.profincapital.co.in/downloads.php

19. Particulars of loans, guarantees or investments by the Company

The particulars of loans are mentioned in the Auditors note relating to related party transactions during the year.

20. Significant and material orders passed by the Regulators or Courts

There are no significant and material orders passed by the regulators or courts against the Company during the year.

21. Material Changes Affecting the Financial Position of The Company:

There have not been any material changes and commitment affecting the financial position of the Company during the financial year 2023-24.

22. Directors' responsibility statement

To the best of knowledge and belief and according to the information and explanation obtained by them, your directors make the following statement in terms of section 134 (3) (c) read with section 134(5) of the Companies Act, 2013 in preparation of the Annual Accounts for the year ended on March 31, 2024 and state that:

(i) That in preparation of annual accounts for the year ended 31^st March 2024 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) 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 as at 31^st March 2024 and of the profit of the Company for the year ended on that date;

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the annual accounts have been prepared on a going concern basis

(v) That the directors have devised proper systems to ensure compliance with the provisions of all applicable law and that such systems were adequate and operating effectively

23. Statement On Declaration by Independent Director:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of Companies Act, 2013 read with Rules and Regulation 16(1) (b) of SEBI (Listing Obligation and disclosure requirements) Regulation, 2015 with the Stock Exchanges.

24. Statutory auditors

M/s. Mohandas & Co, Chartered Accountants was appointed as a statutory auditors of the Company in the board meeting held on 13.02.2023 for the term of five years.

The provisions of the Companies (Cost Records and Audit) Rules 2014 are not applicable to the company's operations.

26. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, the Company has appointed Mr. Swapnil Pande, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year 2023-24 has been annexed to this Report.

With regard to the observation in secretarial audit report it is clarified as under:

a) Observation regarding non filling of form SH-7on increase of authorized share capital and form PAS-3 for non filling of return of allotment of bonus shares.

Due to oversight the filling remained pending, the company has initiated necessary actions in this regards.

b) Regarding cancellation of 3,25,00,000 equity shares of Rs. 1 each on preferential basis.

The observations in paras 6.3, 6.4 and 6.5 in the secretarial audit report are self explanatory it does not required further comments. In view of the revocation of allotment of equity shares, filling of return of allotment in form PAS 3 was not required

c) The Company have appointed company secretary & compliance officer with effect from 28^th June 2024

d) The company is taking approval of shareholders in ensuing AGM for regularization of Mr. Nirmal Lunkar as independent director.

27. Internal control system and their adequacy

The Company has an effective internal control system commensurate with its size and scale of its operations. The Audit Committee reviews the adequacy and effectiveness of the internal control systems and suggests improvements, wherever required.

28. Environment and safety

The Company's operations do not pose any environmental hazards.

(A) Conservation of energy: Not applicable

(B) Technology Absorption: Not applicable

(C) Foreign exchange earnings and expenses: Not applicable

30. Corporate Social Responsibility

In accordance with section 135 of the Companies Act, 2013, the provisions related to Corporate Social Responsibility is not applicable to the company.

31. Related party transactions

All transactions entered with related parties for the financial year ended 31^st March 2023 were on arm's length basis and in the ordinary course of business. Hence provisions of Section 188 of the Companies Act, 2013 are not attracted and disclosure in Form AOC 2 is not required. All related party transactions are placed before the Audit Committee and the Board of Directors for approval. The related party transactions during the year are disclosed in the Notes to the Accounts at appropriate place.

32. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place a Policy with respect to Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and has framed a Committee for implementation and periodical review of such policy.

34. Corporate Governance & Compliance Certificate:

A separate section on Corporate Governance is included in the Annual Report and the certificate from company secretary confirming the Compliance of the conditions on the Corporate Governance as stipulated in Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed to this Report.

35. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Code of Conduct for prevention of Insider Trading and the Code for Corporate Disclosures (" Code"), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees, and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees, and other employees from trading in the securities of the Company at the time when there is unpublished price sensitive information.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There were no significant and material orders passed by the regulators or courts or tribunal which would impact the going concern status and the Company's operations in future.

37. REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013

38. INSOLVENCY PROCEEDINGS

There was no application made by the Company or no proceedings are pending against the Company under the Insolvency and Bankruptcy Code 2016 during the year.

39. DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The disclosure is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions during the year.

40. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The Company was not required to transfer any amount to the Investor Education and Protection Fund

41. ACKNOWLEDGMENT

The Board of Director take this opportunity to thank all its shareholders, valued customer, banks, government and statutory authorities, investor, and stock exchange for their continued support to the company. Your directors wish to place on record their deep sense of appreciation for the committed services by employees. Your directors acknowledge with gratitude the encouragement and support extended by our valued shareholders and the Promoters of the Company.