To

The Members,

Thirty-First Annual Report of your Company, Avasara Finance Limited for the financial year ended March 31, 2025. In line with the requirements of the Companies Act, 2013 and the rules framed thereunder, this report covers the financial results and other developments during the Financial Year 1st April 2024 to 31st March 2025.

• SUMMARY OF OPERATIONS/RESULTS

The financial results of the Company for the year ended March 31, 2025 compared to the previous year are summarized below:

Your Company business revenue during the year is Nil and incurred a loss of Rs. (44.61) lacs for the financial year 2024-25 as against the revenue of Rs. 133 lacs and net profit after tax of Rs. 21.68 lacs in the previous financial year 2023-2024.

• PERFORMANCE AND FUTURE PROSPECTS

Your Company has prepared the Financial Statements in accordance with Indian

Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) Rules, 2016. The Company has adopted IND AS from 1st April 2018 with effective transition date of 1stApril, 2017 and accordingly, these Financial Statements together with the Financial Statements for the comparative reporting period have been prepared with the recognition and measurement principles stated therein, prescribed under Section 133 of the

accounting principles generally accepted in India.

During the year 2024-25 the company had not generated any revenue and the loss incurred was Rs. 44.61 lacs. However, the Company is looking at various opportunities for expanding the business including other area of lending and building a loan book and engage in the distribution, dealing, and broking of all financial assets, including but not

limited to mutual funds, portfolio management services (PMS), alternative investment funds (AIF), market-linked debentures (MLDs), bonds, corporate deposits, bank deposits, pre-IPO and unlisted shares, structured products, and other financial instruments.

• CHANGE IN THE MANAGEMENT OF THE COMPANY

During the year under review there have been significant changes in the constitution of the Board of Directors as follows:

• Ms. Uma Prasad Bontha resigned due to pre-occupation as Non-executive Independent Director on 09th August, 2024.
• Ms. Deepthi Donkeshwar was appointed as an Additional Non-executive Independent Director on 14th November, 2024.
• There was change in the designation of Mr. Sabarinath Gopalakrishnan from whole-time Director and as Chief Financial Officer to Non- executive Director on 14th February, 2025.
• Mr. Naresh Gandhi tendered his resignation as Independent Director on 03rd March, 2025
• Mr. Nityanand Shankar Nayak and Mr. Vivek S Kakati have been appointed as an Additional Non Executive Independent Directors on 11th March, 2025.

• Mr. Valmeekanathan Subramanian tendered his resignation as non-executive Director on 15th April, 2025.
• Ms. Deepthi Donkeshwar resigned as Additional Non-executive Independent Director on 27th May, 2025.
• Mr. Raj Surendra Jain has been appointed as Chief Financial Officer on 27th May, 2025.
• Mr. Sabarinath Gopalakrishnan resigned as Non-executive Director on 11th August, 2025.
• Ms. Jaya Janardanan has been appointed as a non-executive Independent Director on 27th June, 2025.
• Mr. Nityanand Shankar Nayak and Mr. Vivek S Kakati have been regularized as Non Executive Independent Directors by passing special resolution through Postal Ballot on 31st July, 2025.
• Ms. Jaya Janardanan has been regularized as a non-executive Independent Director on by passing special resolution through Postal Ballot on 31st July, 2025.
• Mr. Vinu Mammen appointed as the whole-time Director on 30th July, 2025.

• DIVIDEND & TRANSFERS TO IEPF

Your Board does not recommend any dividend for the financial year ended March 31, 2025. The Company was not required to transfer the amount of any unclaimed/unpaid dividend to Investor Education Protection Fund.

• TRANSFER TO RESERVE

The Board of Directors of your Company has not transferred any amount from Retained earnings to the statutory reserve as directed by RBI for the year 2024-25 as the Company did not have any profit.

• CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

There was no change in the registered office of the company during the financial year 2024- 2025.

• CORPORATE GOVERNANCE

Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, provide threshold for applicability of corporate governance rules. Your company does not exceed such threshold. Hence, provision of corporate governance is not applicable on your company.

• CHANGE IN THE NATURE OF BUSINESS

No changes occurred in the nature of business during the financial year ended March 31, 2025, and till the date of issue of this report.

• MATERIAL CHANGES AND COMMITMENTS

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

• DEPOSITS

The Company has not accepted any deposits and, as such, no amount of principal or interest is outstanding as of the Balance Sheet date.

• BORROWINGS FROM DIRECTORS:

During the year, the Company has not borrowed any funds from Directors of the Company.

• DETAILS OF REMUNERATION PAID TO DIRECTORS.

During the year, no remuneration was paid to the Directors of the Company.

• SUBSIDIARY, ASSOCIATE AND JOINT VENTURES COMPANIES

The Company does not have any subsidiary as per Clause 2(87) or associate as per Clause 2(6) of the Companies Act, 2013; also, it has not entered into any joint venture agreements with any other entities.

The company is a subsidiary of Jupiter Capital Private Limited, holding 65.86% of share capital of the company.

• SHARE CAPITAL

During the Financial year 2024-25, the Authorised Capital of the Company has been increased from Rs. 8,00,00,000 (Rupees Eight Crores only) comprising of 60,00,000 (Sixty Lakh) Equity Shares of Rs.10/- (Rupees Ten only) each aggregating to Rs. 6,00,00,000/- (Rupees Six Crores only) and 20,00,000 (Twenty Lakhs) Preference Shares of Rs.10/- (Rupees Ten only) each aggregating to Rs. 2,00,00,000/- (Rupees Two Crores only) to Rs. 20,00,00,000 (Rupees Twenty Crores only) comprising of 1,80,00,000 (One Crore Eighty Lakhs) Equity Shares of Rs.10/- (Rupees Ten only) each aggregating to Rs. 18,00,00,000/- (Rupees Eighteen Crore only) and 20,00,000 (Twenty Lakhs) Preference Shares of Rs.10/- (Rupees Ten only) each aggregating to Rs. 2,00,00,000/- (Rupees Two Crores only) each, ranking pari-passu with the existing shares of the Company.

There was no change in the paid-up share capital during the year under review.

During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options or sweat equity or warrants.

• BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND COMMITTEES THEREOF
• Board of Directors and Key Managerial Personnel

• Board of Directors

Details of Board Meetings/Committee Meetings

The Board of Directors met four times during the year. The details as per Standard 9 of the Secretarial Standards-1 on Board meetings/committee Meetings held during the financial year 2024-25 are furnished below:

Attendance of Directors at Meetings

• Ms. Uma Prasad Bontha resigned due to pre-occupation as Non-executive Independent Director on 09th August, 2024.
• Ms. Deepthi Donkeshwar was appointed as an Additional Non-executive Independent Director on 14th November, 2024.
• There was change in the designation of Mr. Sabarinath Gopalakrishnan from whole-time Director and as Chief Financial Officer to Non- executive Director on 14th February, 2025.
• Ms. Charmi Gindra resigned as Company Secretary and Compliance Officer on 14th

February, 2025.

• Ms. Khandavalli Madhavi was appointed as Company Secretary and Compliance Officer on 14th February, 2025.
• Mr. Vinu Mammen was appointed as Chief Operating Officer on 14th February, 2025.
• Mr. Naresh Gandhi tendered his resignation as Independent Director on 03rd March, 2025.

• Mr. Nityanand Shankar Nayak and Mr. Vivek S. Kakati have been appointed as an Additional Non Executive Independent Directors on 11th March, 2025.

• Mr. Valmeekanathan Subramanian tendered his resignation as non-executive Director on 15th April, 2025.
• Ms. Deepthi Donkeshwar resigned as Additional Non-executive Independent Director on 27th May, 2025.
• Mr. Raj Surendra Jain has been appointed as Chief Financial Officer on 27th May, 2025.
• Mr. Sabarinath Gopalakrishnan resigned as Non-executive Director on 11th August, 2025.
• Ms. Jaya Janardanan has been appointed as a non-executive Independent Director on 27th June, 2025.
• Mr. Nityanand Shankar Nayak and Mr. Vivek S Kakati have been regularized as Non- Executive Independent Directors by passing special resolution through Postal Ballot on 31st July, 2025.
• Ms. Jaya Janardanan has been regularized as a non-executive Independent Director on by passing special resolution through Postal Ballot on 31st July, 2025.
• Mr. Vinu Mammen appointed as the whole-time Director on 30th July, 2025 subject to .

As per provisions of the Companies Act 2013, Mr. Sanjay Kordi Prabhu (DIN- 00023196) retires by rotation at the ensuing Annual General Meeting of the Company and being eligible seeks re-appointment. The Board of Directors recommend his reappointment at the ensuing Annual General Meeting.

The Board recommends to Members to appoint Mr. Vinu Mammen (10710860) as the whole-time Director on at the ensuing Annual General Meeting by passing Special Resolution.

During the year under review, the Independent Directors was held on 14th February, 2025 inter alia, to discuss:

• Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole;

• Evaluation of performance of the Chairman of the meetings of the Company, taking into account the views of Executive and Non-Executive Directors.

• Evaluation of 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 Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfil the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

All new independent directors appointed on the Board attend a familiarization program.

After appointment, a formal letter is issued to the independent directors outlining his/her roles, functions, duties and responsibilities.

The performance of the board was evaluated by the board after seeking inputs from all the directors based on the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members based on the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors based on the criteria such as the contribution of the individual director to the board and committee meetings.

In a separate meeting of independent directors, performance of non-independent directors, and performance of the board was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The current policy of the Company is to have an optimum combination of both executive and independent directors to maintain the independence of the Board and separate its functions of governance and management.

on, including criteria for determining qualifications, independence of director and other matters, as required under Section 178(3) of the Companies Act, 2013 is available on our website (www.trcfin.in). There has been no change in the policy since the last financial year. We avow that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

Audit Committee

The Audit Committee of Directors is constituted as per the provisions of Section 177 of the Companies Act, 2013. The Composition of Audit Committee is as follows:

The Nomination & Remuneration Committee of Directors is constituted in accordance with the requirements of Section 178 of the Companies Act, 2013. The Composition of Nomination and Remuneration Committee is as follows:

Pursuant to Section 178 of the Companies Act, 2013, the Board of Directors has constituted the Stakeholders Relationship Committee. The Composition of Stakeholders Relationship Committee is as follows:

The Board of Directors has constituted the Investment Committee to co-ordinate and

gulations.

Composition of the same is as follows

• CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE

Priti J Sheth of M/s Priti J Sheth & Associates practicing Company Secretaries has issued a certificate as required under the Listing Regulations, confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of Companies by SEBI/ Ministry of Corporate Affairs or any such

The provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 in respect of Corporate Social Responsibility are not applicable to the Company.

• DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower mechanism for directors and employees to report concerns about unethical behavior. The said policy has been posted on the website of the Company-www.trcfn.in.

• SIGNIFICANT AND MATERIAL ORDERS

www.trcfin.in.

• SECRETARIAL AUDITORS