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The Financial performance of your Company for the year ended 31^st March, 2022 is summarized below:-

During the Financial Year under review, the total revenue from operations of the Company was Rs. 408.85 Lakhs as against Rs.39.25 Lakhs in the previous year. The Company earned Net Profit of Rs. 41.62 Lakhs in the current Financial Year as against a profit of Rs. 0.89 Lakhs in the previous Financial Year. The Revenues of the Company performed well instead of the Pandemic prevailing worldwide. Further, your Directors are very positive to perform better in future also.

The Company achieved a consolidated turnover of Rs. 969.11 Lakhs as against Rs.406.97 in the previous year and Consolidated Net Profit of Rs. 256.77 Lakhs for the Financial Year ended 31^st March, 2022 as against a profit of Rs. 98.02 Lakhs in the previous Financial Year.

The Authorized Share Capital was increased from Rs. 8,51,00,000 (Rupees Eight Crore and Fifty One Lacs Only) divided into 85,10,000 (Eighty Five Lacs Ten Thousands) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 11,51,00,000 (Rupees Eleven Crore Fifty One Lacs Only) divided into 1,15,10,000 (One Crore Fifteen Lacs Ten Thousands) Equity Share of Rs. 10/-( Rupees Ten only) each by creation of additional 30,00,000 (Thirty Lacs) Equity shares of Rs.10/- (Rupees Ten only) each aggregating Rs. 3,00,00,000/- (Rupees Three Crores Only) ranking pari-passu in all respect with the existing Equity Shares of the Company. There was no change in the Company's issued, subscribed and paid-up equity share capital during the year under review.

The Paid-up Share Capital of your Company is Rs. 8,50,26,210 (Rupees Eight Crores Fifty Lakh Twenty-Six Thousand Two Hundred and Ten Only) divided into 85,02,621 (Eighty-Five Lakhs Two Thousand Six Hundred Twenty-One) Equity Shares of Rs. 10/- (Rupees Ten only) each.

As per Section 45-IC of the Reserve Bank of India Act, 1934 (‘RBI Act'), every NBFC is required to transfer a sum not less than twenty percent of its net profit for the year to the ‘Statutory Reserve Fund'. Your Company has transferred Rs. 8,32,334/- to the said Reserve.

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year ended 31^st March, 2022.

Therefore, the details as required under Rule 8(5) (v) and 8(5) (vi) have not been provided.

Your company has accorded its permission from Reserve Bank of India (RBI) vide letter dated 2^nd June, 2022 for the change in control and management w.r.t. acquirer Mr. Sunil Kumar Malik, acquisition of 1,50,000 (One Lakh & Fifty Thousand only) equity shares by Mr. Sunil Kumar Malik from existing shareholder Mr. Rajesh Kumar Gupta and Fresh allotment of 20,00,000 (Twenty Lakhs only) equity shares of Rs. I0/- (Rupees Ten only) each to Mr. Sunil Kumar Malik.

Pursuant to above your company had made preferential allotment of 6,88,000 Equity Shares & 13,12,000 Equity Shares on 11.06.2022 & 14.06.2022 respectively. After which the Paid- Up Capital of the company stood Rs. 105,026,210/- (Rupees Ten Crore Fifty Lakh Twenty Six Thousand Two Hundred and Ten Only).Company had also filed an application for listing with BSE Limited and got the approval vide its letter dated 04.07.2022.

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

During the year under review, the Company has only one subsidiary i.e. Anmol Financial Services Limited (AFSL) and the Board of Directors reviewed the affairs of the same. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared the consolidated financial statements of the Company, which form part of this Integrated Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiary in the prescribed format AOC-1 is appended as Annexure I to the Board's report. The statement also provides details of the performance and financial position of the subsidiary, along with the changes that occurred, during fiscal year 2022.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of its subsidiaries, are available on our website, www.akashdeepmetal.in.

Financial Highlights of Performance of M/s Anmol Financial Services Limited, a Subsidiary Company

10. Change in the Nature of Business

There have been no changes in the nature of business of your Company during the Financial Year 2021-22.

11. Details of Directors and KMP resigned / appointed during the Financial Year 2021-22

Also, Mr. Girish Chadha was appointed as a Non- Executive Additional Independent Director on the Board by the Company w.e.f. March 12^th, 2022 during the Financial Year 2021-2022 to hold the position till the ensuing Annual General Meeting of the Company.

Also, in the opinion of the Board, the Independent Director appointed during the year i.e., Mr. Girish Chadha possess requisite expertise and experience and is the person of high integrity and repute. He fulfills the conditions as specified in the Companies Act, 2013 and the Rules made there under. He is registered with MCA databank for Independent Director and fulfills the requirement of proficiency test within the stipulated time period and is independent of the management.

The Board has laid down separate Code of Conduct for Directors and Senior Management personnel of the Company and the Independent Directors as per Schedule-IV of the Companies Act, 2013. All Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, Mr. Rajiv Tandon, Chief Financial Officer of the Company has resigned w.e.f. 19^th April, 2022 and Mr. Arun Agarwal was appointed as the Chief Financial Officer w.e.f. April 19^th, 2022.

Also, Mrs. Kesha Ankit Choksi, Company Secretary & Compliance Officer has resigned from the Company w.e.f. July 31^st, 2022 and Mrs. Isha Agarwal was appointed as a new Company Secretary & Compliance Officer w.e.f. August 01^st, 2022.

12. Declaration given by Independent Directors

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 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

13. Policy on Director's Appointment and Policy on Remuneration

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As of March 31^st, 2022, the Board had five members, one of whom is an Executive Director, two Non-Executive Non-Independent Director and two Independent Directors.

The policy of the Company on directors' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on the website of the company at www.akashdeepmetal.in.

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

In adherence to Section 178(1) of the Companies Act, 2013, the Board of Directors of the Company regularly review the policy on director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matter provided under Section 178(3), based on the recommendations of the Nomination and Remuneration Committee.

During the Financial Year 2021-22, the Nomination & Remuneration Committee was reconstituted as Mr. Janardan Tiwari, Independent Director resigned w.e.f. 15.12.2021.

* Mr. Girish Chadha was appointed as an Additional Independent Director w.e.f. 12.03.2022. * Mr. Janardan Tiwari resigned as Independent Director of the Board w.e.f. 15.12.2021.

* Mr. Girish Chadha was appointed as an Additional Independent Director w.e.f. 12.03.2022 and Chairman of the Audit Committee.

* Mr. Janardan Tiwari resigned as a member & chairman of the Committee w.e.f. 15.12.2021.

* Mr. Girish Chadha was appointed as an Additional Independent Director w.e.f. 12.03.2022 and Chairman of the Nomination and Remuneration Committee.

* Mr. Janardan Tiwari resigned as a member & chairman of the Committee w.e.f. 15.12.2021.

* Mr. Girish Chadha was appointed as an Additional Independent Director w.e.f. 12.03.2022 and member of the Stakeholders Relationship Committee. * Mr. Janardan Tiwari resigned as a member of the Committee w.e.f. 15.12.2021.

* Mr. Girish Chadha was appointed as an Additional Independent Director w.e.f. 12.03.2022. * Mr. Janardan Tiwari resigned as an Independent Director w.e.f. 15.12.2021.

There was 1 (One) Meeting held by Independent Directors during the Financial Year 2021-22:

Sl. No. Date of the Meeting

Individual Directors

Pursuant to applicable provisions of the Companies Act, 2013, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the process, format, attributes and criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

Evaluation of the Board and its Committees is based on various aspects of their functioning, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the meetings, processes followed at the meeting, Board`s focus, regulatory compliances and Corporate Governance, etc., are in place. Similarly, for evaluation of individual Director's performance, various parameters like Director`s profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc., are considered. Accordingly, the annual performance evaluation of the Board, its Committees and each Director was carried out for the financial year 2021-22 by Nomination and Remuneration Committee in consultation with the Board.

The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it determines whether to extend or continue their term of appointment, whenever their respective term expires. The Directors expressed their satisfaction with the evaluation process.

16. Audit Committee Recommendations

During the year all the recommendations of the Audit Committee were accepted by the Board.

Outgo

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis.

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable on your Company and hence have not been provided.

The Company has neither incurred any expenditure nor earned any income in foreign exchange during the Financial Year 2021-22.

18. Particulars of Employees and Remuneration

There are no employees employed throughout the year and in receipt of remuneration of `1.02 crore or more per annum and employees employed for part of the year and in receipt of remuneration of `8.5 lakh or more per month, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, accordingly, details as required have not been provided.

The percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel (KMP) (as required under the Companies Act, 2013) to the median of employees' remuneration, and the list of top 10 employees in terms of remuneration drawn, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of Annexure-II (a) and Annexure-II (b) to this Board's Report.

19. Related Party Transactions

All Related Party Transactions that were entered into during the Financial Year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with related parties which may have a potential conflict with the interest of the Company. All Related Party Transactions are placed before the Audit Committee for approval. Prior Omnibus approval of Audit committee has been obtained for transactions which are of repetitive nature.

There are no Related Party Transactions as prescribed under clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly details of Related Party Transactions have not been provided.

For Further Details, your attention is drawn to the Related Party disclosures set out in Note no. 32 of the Financial Statements.

20. Particulars of Loans, Guarantees and Investments

The full Particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized, if any as per the provisions of Section 186 of the Companies Act, 2013 are provided in the notes of accompanying Standalone Financial Statement.

21. Annual Return

In accordance with Section 92(3) of the Companies Act, 2013, the Annual Return of the Company as on March 31^st, 2022 is available on the Company's website and can be accessed at https://www.akashdeepmetal.in/annual_return.php.

Statutory Audit Report

At the 35^th Annual General Meeting of the Company, M/s T.K. Gupta & Associates, Chartered

26

Accountants (FRN: 011604N) were appointed as Statutory Auditors of the Company for a period of 5 years.

Auditors' Report is without any qualification. Further, the observations of the Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

Secretarial Audit Report

As per provisions of Section 204 of the Companies Act, 2013, the Board of Directors of the Company have appointed M/s Jaiswal & Associates, Company Secretaries (M. No.: A48496; COP: 17704) as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year 2021-22. The Secretarial Audit Report for the Financial Year ended March 31^st, 2022, is annexed to this Report as "Annexure-III".

The Secretarial Auditor's Report for the Financial Year 2021-22, does not contain any qualification, observation or adverse remarks and therefore, in the opinion of the Directors, do not call for any further explanation.

Cost Records and Cost Audit Report

In terms with the provisions of Section 148 of the Companies act, 2013 read with the Companies (Cost Records and Audit) Rules 2014, maintenance of cost records and appointment of Cost Auditors are not applicable on your Company.

Reporting of frauds by auditors

During the year under review, neither the statutory auditor nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report.

23. Internal Control Systems and adequacy of Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are proper, adequate and operating effectively. The Company's internal control system is commensurate with its size, scale and complexities of its operations.

The Board has appointed Internal Auditors to more strengthen the internal Financial Controls. Internal Auditors directly reports to the Audit Committee or Board of Directors of the Company. The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

24. Business Risk Management

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment. Your Company, through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as decided by the management.

There are no risks which in the opinion of the Board threaten the existence of your Company.

25. Vigil Mechanism

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The copy of vigil mechanism policy is uploaded on the website of your company on www.akashdeepmetal.in.

26. Management's Discussion and Analysis

The Management Discussion and Analysis Report under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented as forming part of this Report as Annexure–IV.

27. Corporate Governance Report

Since your company falls in the ambit of aforesaid exemption (a); hence compliance with the provisions of Corporate Governance shall not apply on the Company and it does not form part of this Report for the Financial Year -2021-22.

28. Code of Conduct for Prevention of Insider Trading

Your Company's Code of Conduct for Prevention of Insider Trading covers all the Directors, senior management personnel, persons forming part of promoter(s)/promoter group(s) and such other designated employees of the Company, who are expected to have access to Unpublished Price Sensitive Information relating to the Company. The Directors, their relatives, senior management personnel, persons forming part of promoter(s) /promoter group(s), designated employees etc. are restricted in purchasing, selling and dealing in the shares of the Company while in possession of Unpublished Price Sensitive Information about the Company as well as during the closure of trading window.

The Board of Directors has approved and adopted the Code of Conduct to Regulate, Monitor and Report Trading by Insiders. The Board has also approved the Code for Fair Disclosure in line with SEBI (Prohibition of Insider Trading) Regulation, 2015 and the same can be accessed on company's website at www.akashdeepmetal.in.

29. Corporate Social Responsibility

Provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility are not applicable on the Company for the Financial Year ended 31^st March, 2022.

30. Secretarial Standards

The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

31. Proceeding under the Insolvency and Bankruptcy Code, 2016

Rules dated 24th March, 2021 of the Companies Act 2013, No application was filed against the Company under the Insolvency and Bankruptcy Code, 2016 during the year.

32. Significant/Material orders Passed by the Regulators

The Reserve Bank of India (RBI) vide its letter dated 2^nd June, 2022 accorded its permission to your company for the change in control and management w.r.t. acquirer Mr. Sunil Kumar Malik, acquisition of 1,50,000 (One Lakh & Fifty Thousand only) equity shares by Mr. Sunil Kumar Malik from existing shareholder Mr. Rajesh Kumar Gupta and Fresh allotment of 20,00,000 (Twenty Lakhs only) equity shares of Rs. I0/- (Rupees Ten only) each to Mr. Sunil Kumar Malik.

33. Stock Exchange Listing

The Company's shares are listed on BSE Limited and your Company has paid the annual listing fees for the Financial Year 2021-22.

34. RBI Compliance

The Company is registered with the RBI as a Non Systemically Important Non-Deposit taking

Disclosures required under the Non-Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015

There was no auction conducted by the Company during the Financial Year in respect of defaulter in any loan accounts.

35. Policy on Prevention of Sexual Harassment of Women at Workplace

Your Company is committed to provide a safe and secure environment to its women employees across its functions, as they are integral and important part of the organization. Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) with requisite number of representatives has been set up to redress complaints relating to sexual harassment, if any, received from women employees and other women associates. The following is a summary of sexual harassment complaints received and disposed off during the Financial Year 2021-2022:

No. of Complaints received: Nil No. of Complaints disposed off: Nil

36. General

Your Board of Directors confirms that:

37. Directors' Responsibility Statement

Pursuant to the provisions of the Section 134(3) (C) and 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and belief confirm that:

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the cooperation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

By the Order of the Board