Financial Results: _

Rc in I akhc

Operations

During FY 24-25, Total Income was 36.49 crores and
Net profit after Tax was 16.00 crores. During FY 24-25,
the portfolio reached 175.63 crores mark.

Outlook and Prospects:

Outlook & Prospect look very encouraging due to
increase sale of new two wheelers.

Dividend:

Your Directors have recommended a higher dividend of
4% (i.e. Rs 0.40 per equity share) for the financial year
ended March 31, 2025 (last year 12% i.e. Rs 1.2 per
equity share). The said dividend shall be payable on the
increased share capital pursuant to the Bonus Issue.
The dividend recommended is in accordance with the
Company’s Dividend Distribution Policy. The said Policy
is available on the Company’s website
www.shalibhadrafinance.com/compliance

Finance:

Company plans to raise fund Rs. 40 corers from banks /
financial institutions during FY 2025-2026.

www.shalibhadrafinance.com

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.

Public Fixed Deposits:

The Company has no public deposit as of date and will
not accept any deposit without prior approval of the
statutory authorities concerned.

RBI Guidelines:

The Company is consistently complying with all the
guidelines issued by the Reserve Bank of India for
NBFC’s (AFC’s) with respect to capital adequacy, asset
classification, provisioning and income recognition on
non-performing assets.

The capital adequacy of the Company as on 31st
March, 2025 is much higher than the minimum norms
stipulated by the RBI for NBFC (AFC’s).

Management’s discussion and analysis report:

Management’s Discussion and Analysis Report for the
year under review is presented in a separate section
forming part of the Annual Report.

Accounts & Accounting Standards:

The Company adheres to the prudential guidelines
prescribed by the Reserve Bank of India and to the
Accounting Standards issued by the Institute of
Chartered Accountant of India in preparation of its
financial statements.

The particulars on the related party exposures, non¬
performing assets and business levels in vehicle loans
purchase and other activities, required to be disclosed in
the format prescribed by the Reserve Bank of India are
contained in the schedules forming part of the accounts.

Changes in composition of Board of Directors

To comply with the provisions of Section 152 of the
Companies Act, 2013, Ms. Ayushi Minesh Doshi shall
retire by rotation at the ensuing AGM, being eligible,
offered for reappointment.

Appointment of Mr. Minesh Doshi as Director liable to
retire by rotation. Appointment of Mr. Vatsal Doshi as
Managing Director. Appointment of Mr. Dhruvil Doshi as
Whole-Time Director cum CFO.

With the end of 10 years’ term of Dr. Falguni Doshi, she
ceases to be Independent Director from 30.9.2024.

Declaration by Independent directors:

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.

Independent directors meeting:

During the year under review, the independent Directors
of the Company met thrice inter-alia, to discuss:

(a) Evaluation of performance of Non-Independent
Directors and the Board of Directors of the
company as a whole.

(b) Evaluation of performance of the Chairman of
the Company, taking into views of Executive
and Non Executive Directors.

(c) Evaluation of the quantity, 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.

Induction and training of the board members:

Directors are issued a detailed appointment letter which
inter alia sets out terms of appointment, duties,
responsibilities etc. of such director. Each independent
director of the Company on appointment is given such
letter of appointment and also briefed by the Managing
Director/ Executive Director about the nature of
business of the Company, its finances, operations etc.
The Compliance Officer of the company also assists the
Independent Director in understanding their statutory
duties, obligations and responsibilities as a Director/
Independent Director of the Company.

Evaluation of performance of the board
members:

Pursuant to the provisions of the Companies Act, 2013
and Listing Regulation, the evaluation of the
performance of the Board as well as of the Audit
Committee, Nomination and Remuneration Committee
and Stakeholders Relationship Committee has been
carried out. The performance evaluation of the
Independent Directors was carried out by the entire
Board and the performance evaluation of the Chairman
and Non-Independent Directors was carried out by the
Independent Directors.

Particulars of Loans, Guarantees or
Investments in Securities:

Pursuant to section 186(11) of the Companies Act,
2013, the provisions of section 186 (4) of the Act
requiring disclosure in the financial statements of the full
particulars of the loans made and guarantees given or
securities provided by a Non-Banking Financial
Company in the ordinary course of its business and the
purpose for which the loan or guarantee or security is
proposed to be utilized by the recipient of the loan or
guarantee or security are exempted from disclosure in
the Annual Report. Further, pursuant to the provisions of
section 186 (4) of the Act, the details of investments
made by the Company are given in the Notes to the
Financial Statements.

Risk management:

Pursuant to Companies Act, 2013 & listing regulation,
the company is exempted from formation of risk
management committee. At present the company has
not identified any element of risk which may threaten the
existence of the company.

Significant and material orders passed by
regulators/courts if any:

There are no significant or material orders passed by
the Regulators / courts which would impact the going
concern status of the Company and its operations.

Share Capital:

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

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

c) No Bonus Shares were issued during the year under
review.

d) During the year under review 7,22,100 equity
shares were issued on Preferential Allotment basis
at an issue price of Rs. 631 amounting to Rs. 45.56
crores

Employee stock options:

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

Disclosure under the Sexual harassment of
women at workplace (Prevention, prohibition
and redressal) Act, 2013:

The company has in place an Anti-Harassment policy in
line with the requirements of the Sexual harassment of
women at the workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committee
has been set up to redress complaints received
regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are
covered under this policy. During the year under review,
company has not received any Sexual Harassment
Complaints.

Directors’ Responsibility Statement:

Pursuant to the provisions of section 134(5) of the
Companies Act, 2013, (‘the Act’) your Directors confirm
that:

(a) In the preparation of the annual accounts for the
year ended March 31, 2025, the applicable
accounting standards read with requirements
set out under Schedule III to the Act, have been
followed and there are no material departures
from the same;

(b) The Directors have selected such accounting
policies and applied them consistently and
made judgements 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 March 31, 2025 and of the profit of the
Company for the year ended on that date;

(c) The Directors have taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provisions of the Act for safeguarding the assets
of the Company and for preventing and
detecting fraud and other irregularities;

(d) The Directors have prepared the annual
accounts on a ‘going concern’ basis;

(e) The Directors have laid down internal financial
controls to be followed by the Company and
that such internal financial controls are
adequate and are operating effectively; and

(f) The Directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems are
adequate and operating effectively.

Material Changes after the date of Balance
Sheet:

There has been no material change and commitment
affecting the financial position of the Company, which
have occurred between the end of the financial year of
the Company to which the Balance Sheet relates and
the date of the Report.

Contracts & arrangements with related parties:

All contracts / arrangements / transactions entered by
the Company during the financial year with related
parties were in the ordinary course of business and on
an arm’s length basis. During the year, the Company
had not entered into any contract / arrangement /
transaction with related parties which could be
considered material in accordance with the policy of the
Company on materiality of related party transactions.
Your Directors draw attention of the members to Notes
to the financial statement which sets out related party
disclosures.

Credit Rating:

The Company’s financial discipline and prudence is
reflected in the credit rating BBB- (stable) for bank
loans ascribed by rating agency ICRA.

Particulars of Remuneration and related
disclosures:

Mr. Vatsal M. Doshi, director of the company, was paid
remuneration as set out by Nomination & Remuneration
committee of the Board.

Meetings of the Board& its committees:

For further details on meetings of the Board & its
committees refer report on Corporate Governance

Vigil mechanism:

The Company in order to maintain highest standards of
ethical, moral and legal conduct, adopted Vigil
Mechanism/Whistle Blower policy to provide an avenue
to its employees to raise concerns of any violations of
legal or regulatory requirements, incorrect or
misrepresentations of any financial statements and
reports, etc. The Audit committee of the company
oversees the said mechanism from time to time. None
of the Company personnel has been denied access to
the Audit Committee.

Internal Financial Controls:

The Company has in place adequate internal financial
controls with reference to financial statements. During
the year, such controls were tested and no reportable
material weakness in the design or operation was
observed.

Corporate Social Responsibility (CSR):

The company has identified suitable projects that are
eligible activities for Corporate Social Responsibility, in
terms of provisions of Section 135 of the Companies
Act, 2013, and rules framed thereunder. A separate
section on Annual Report on CSR Activities is annexed
to this Report.

Conservation of Energy, Technology
Absorption:

Additional information required under the Companies
Act, regarding conservation of Energy, Technology
Absorption is not applicable as the company is not
carrying out any manufacturing operation.

Foreign Exchange Earnings and Outgo:

During the year under review, the company has neither
earned any foreign exchange income nor incurred any
expenses.

Extract of Annual Return:

The extract of Annual Return pursuant to the provisions
of Section 92 read with Rule 12 of the Companies
(Management and administration) Rules, 2014 is
annexed herewith as Annexure to this Report.

Statutory Auditors:

M/s Vora & Associates, Chartered Accountants are
appointed as Statutory Auditors of the Company for a
period of 5 years, commencing from the conclusion of
the 31st AGM till the conclusion of the 36th AGM.

Secretarial Auditor:

The Secretarial Audit Report for the financial year ended
March 31,2025 is annexed herewith.

Reporting of Frauds by Auditors:

During the year under review, the Statutory Auditors and
the Secretarial Auditor have not reported any instances
of frauds committed in the Company by its Officers or
Employees to the Audit Committee under section
143(12) of the Companies Act, 2013, details of which
needs to be mentioned in this Report.

Subsidiary companies:

The Company does not have any Subsidiary.

Mark of honour:

We would like to take this opportunity to thank Dr.
Falguni Doshi for her hard work and commitment in
building and growing the Company to what it is today.

It is our great pleasure, on behalf of the Board Members
and the Company as a whole, to express gratitude for
what she has accomplished in last decade with her
dedicated and selfless service. Her contributions to this
Company will always be remembered. Please accept
our letter of appreciation.

Thanking you for your highest level of professionalism
during the tenure of Directorship in the Board of the
Company.

Acknowledgments:

Your Directors would like to express their sincere
appreciation for the assistance and co-operation
received from the financial institutions, banks,
Government authorities, vendors, customers and
members during the year. Your Directors wish to place
on record their appreciation to all the employees for
their hard work, dedication, commitment and rendering
impeccable service to every constituent of the
company’s customer and shareholders.

Place: Mumbai For & on behalf of the Board

Date: May 29th, 2025

Minesh Doshi
Managing Director.

1. Brief outline on CSR Policy of the Company: CSR spending will be done primarily in the fields of education and
healthcare as per the policy laid down by CSR committee.

2. Composition of CSR Committee:

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are
disclosed on the website of the company: http://www.shalibhadrafinance.com/compliance/

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the
Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report): Not applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social
responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any

6. Average net profit of the company as per section 135(5): Rs 11.94 crores

7. (a) Two percent of average net profit of the company as per section 135(5): Rs.23.89 lakhs

(b) Surplus arising out of the CSR projects or programmers or activities of the previous financial years Rs.1.05 lakhs

(c) Amount required to be set off for the financial year, if any: Rs.1.05 lakhs

(d) Total CSR obligation for the financial year (7a 7b-7c): Rs.22.83 lakhs

8. (a) CSR amount spent or unspent for the financial year:

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

(d) Amount spent in Administrative Overheads: Not applicable

(e) Amount spent on Impact Assessment, if applicable: Not applicable

(f) Total amount spent for the Financial Year (8b 8c 8d 8e): Rs. 24 lakhs

(g) Excess amount for set off, if any

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired
through CSR spent in the financial year

(a) Date of creation or acquisition of the capital asset(s): Not applicable

(b) Amount of CSR spent for creation or acquisition of capital asset: Not applicable

(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their
address etc.: Not applicable

(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital
asset): Not applicable

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5):
Not applicable

Sd/- Sd/-

Mr. Minesh Doshi Mr. Govind Keswani

(Managing Director). (Chairman CSR Committee).