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HIGHLIGHTS:

The Company is Non-Banking Financial Corporation mainly engaged into business of Finance and trading, from which company has generated its revenue. During the year under review Company's Standalone total revenue has increased to Rs. 7364.40 lakhs from Rs. 2088.09 lakhs as compared to previous financial year. The Company has registered a net profit of Rs. 224.86 lakhs as compared to loss of Rs (5476.14) lakhs in previous year.

During the year under review, consolidated total revenue has decreased to Rs. 7364.40 lakhs from Rs. 2088.09 lakhs as compared to previous financial year, the company has net profit of Rs. 224.86 lakhs as compared to (5435.87) lakhs.

The management of the Company is very optimistic regarding performance of the Company in future and taking every steps and making every efforts to turn the Company in to profitable organization.

DIVIDEND:

With view to conserve financial resources of the company, directors do not recommend any dividend on Equity Shares for the year under review.

CHANGES IN SHARE CAPITAL

The Company has not issued shares with differential voting rights in the F.Y. 2023-2024. It has neither issued employee stock options nor sweat equity shares as on March 31, 2024. During the year under review, the company has increased Authorised Share Capital from Rs. 53,30,00,000 (Rupees Fifty-Three Crores Thirty Lacs Only) divided into 5,33,00,000 (Five Crores Thirty-Three Lacs) Equity Shares of Face Value of Re. 10/- (Rupee Ten Only) each to Rs. 63,30,00,000 (Rupees Sixty-Three Crores Thirty Lacs Only) divided into 6,33,00,000 (Six Crores Thirty-Three Lacs) Equity Shares of Face Value of Re 10/- (Rupee Ten Only) each and obtained shareholder's approval at their Annual General Meeting held on 30^th September, 2023. And

The Board of directors further proposed to increase the Authorized share Capital of the company from Rs. Rs. 63,30,00,000 (Rupees Sixty-Three Crores Thirty Lacs Only) divided into 6,33,00,000 (Six Crores Thirty Three Lacs) Equity Shares of Rs.10/- each to Rs. 103,30,00,000 (Rupees One Hundred Three Crores and Thirty Lacs Only) divided into 10,33,00,000 (Ten Crores Thirty-Three Lacs) Equity Shares of Face Value of Re 10/- (Rupees Ten Only) each and obtained shareholder's approval at their Extra-Ordinary General Meeting held on 10^th November, 2023.

After the closure of Financial Year, the Company has proposed Right issue of 4,80,46,232 (Four Crores Eighty Lakhs Forty Six Thousand Two Hundred And Thirty Two) Fully paid up Equity Shares Of Face Value Of Rs. 10.00/- (Rupees Ten Only) Each through Letter of Offer dated May 06, 2024 .

The Board in their meeting dated 05^th June, 2024 allotted 4,15,31,441 (Four Crores Fifteen Lakhs Thirty One thousand Four Hundred and Forty One) Fully paid-up Equity Shares of face value of Re.10.00/- (Rupees Ten Only) per Equity Share at price of Rs.10.00/- (Rupees Ten Only) per Right Share) to the eligible shareholders.

Subsequently to the said allotment, the issued, subscribed, and paid-up equity share capital of the Company stands increased from Rs.48,04,62,320.00/- (Rupees Forty Eight Crores Four Lakhs Sixty Two Thousand Three Hundred and Twenty Only) divided into 4,80,46,232 Four Crores Eighty Lakhs Forty Six Thousand Two Hundred Thirty Two only) Equity Shares to Rs.89,57,76,730.00/- (Rupees Eighty Nine Crores Fifty Seven Lakhs Seventy Six Thousand Seven Hundred and Thirty Only) divided into 8,95,77,673 (Eight Crores Ninety Five Lakhs Seventy Seven Thousand Six Hundred Seventy Three) Equity Shares of face value of Rs. 10.00/- (Rupees Ten Only).

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 (1) and 74 of the Companies Act, 2013 read together with the companies (Acceptance of Deposits) Rules, 2014.

AMOUNTS TO BE TRANSFERRED TO RESERVES

Under review, the Company has transferred Rs. 44.97 lacs to Statutory Reserves as per provision of Section 45 (i)(c) of the Reserve Bank of India Act, 1934.

CHANGE IN DIRECTORS AND KMP:

During the Financial year ended 2023-2024 under review, there is change in Director and KMP of the Company.

During the year under review, Mr. Nemichand Saini has tendered his resignation from the post of CFO of the company w.e.f. 09^th August, 2023. The Board accepted and appointed Mrs. Babita Amit Mehta as the CFO of the Company w.e.f. 10^th August, 2023. Thereafter Mrs. Babita Amit Mehta resigned w.e.f. 10^th May, 2024 and Board of Director on recommendation of Nomination and Remuneration Committee appointed Mr. Amit Mehta as CFO of the Company w.e.f. 14^th May, 2024. During the year w.e.f. 22^nd October, 2023 Mr. Amit Gulecha ceased as Managing Director of the Company due to his sudden demise. The Board of Directors due to vacancy caused by cessation of Mr. Amit Gulecha, proposed and appointed Mrs. Tanu Agrawal as CEO of the company w.e.f. 16^th January, 2024.

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Further after conclusion of F.Y. 2023-24 and before this 41st Annual General Meeting, the board of directors appointed Mr. Anant Chourasia as Additional Non Executive Non Independent Director of the Company w.e.f. 30 May, 2024 and proposal for his regularization also been proposed to the shareholders for their approval w.e.f. 27 August, 2024.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, and based on the information provided by management, your Directors' state that:

a) In the preparation of the annual accounts for the financial year ended 31st March, 2024 the applicable accounting standards have been followed.

b) Directors have selected such Accounting policies 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 corporation as at the end of March 31, 2024 and of the profit of the Company for the year ended on that date.

c) Directors have taken proper and sufficient care to the best of their knowledge and ability 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.

d) Directors have prepared the annual accounts on a‘going concern ‘basis.

e) Director have laid down internal financial controls commensurate with the size of the Company and that such financial controls were adequate and were operating effectively.

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

DECLARATION OF INDEPENDENCE BY DIRECTORS:

The Non-executive Independent Directors of the Company as on 31.03.2024, viz. Mr. Chirag Goyal, Mr. Vikash Kulhriya and Mr. Ashish Kachhara have affirmed that they continue to meet all the requirements specified under Regulation 16(1)(b)of the listing regulations in respect of their position as an “Independent Director” of Banas Finance Limited.

POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Company adheres to the requirements prescribed in the Companies Act, 2013, rules and amendments made there under and SEBI regulations for the Appointment and Remuneration of the Directors of the Company.

The policies of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act is available on the website of the company on the following linkhttps:/banasfinance.files.wordpress.com/2017/06/policy-on-selection-remuneration-of- director2.pdf

FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of section 134(3)(p) The Companies Act, 2013, evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects, execution of specific duties, obligations and governance.

During the year, a Separate Meeting of Independent Directors was held on 27^th March, 2024 for the financial year 2023-2024, the Board has expressed their satisfaction on the quality, quantity and timeliness of flow of information between the Company's Management and the Board.

With a view to leveraging technology and moving towards paperless systems for the preservation of the environment, the Company has adopted electronic form for transmitting Board/Committee meetings papers.

INTERNAL AUDITOR

Company has appointed Mr. Ronak Ashok Surani as an Internal Auditor F.Y 2024-2025 and 2025-2026 in their Board Meeting held on 01^st August, 2024. He has conducted the Internal Audit as per the provisions of Section 138 of the Companies act and other applicable provisions and acts, and issued his report to the management of the Company.

During the year under review, term of appointment of Mr. Deepak Mehta has completed as Internal Auditor of the Company.

STATUTORY AUDITORS:

The Board in their Meeting held on 06 th ^th September, 2023 proposed to appoint M/s. A K Kocchar & Associates th , Chartered Accountants having Firm Registration No. 120410W, for a period of 5 years from the completion of 40 Annual General Meeting till the completion of 45 Annual General Meeting of the Company.

The Statutory Auditors have confirmed their eligibility pursuant to section 139 of the Companies Act, 2013.

AUDITORS REPORT:

M/s. A K Kocchar & Associates, Chartered Accountants FRN 120410W, Statutory Auditors of the Company conducted the statutory audit as per the provisions and requirements of Statutory Audit under Companies Act 2013, Accounting Standards and other applicable laws and acts, and submitted there audit report on (Standalone & Consolidated) Financial Statements as on 31.03.2024.

Observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments under Section 134 (1) of the Companies Act, 2013.

COMMENTS ON OBSERVATION MADE BY STATUTORYAUDITORS:

M/s. A K Kocchar & Associates, Practicing Chartered Accountant, in his Independent Auditor Report for financial year 2023-2024 have drawn the attention of the management, which have been marked as qualification in his report. In connection with the same, management here with gives the explanation for the same as follows:

(a) The Company did not have an appropriate internal control system for granting Loans. Demand and other loans given are governed by the Board policies. Considering the close monitoring of Board no appraisal, renewal, Policies, Procedure, Committee or documents have been prescribed and executed.

Management Comment: The Management is of having view that that the Company is mid-size NBFC, as compared to other giants in the market. Company has not acknowledged any deposits from public. The Company is doing business out of its own fund. The Company functions its business with at most caution and carefulness. As far as making of Loan and Advances are concerned, management grants demand loan only either to the parties recognized to the Company or by reference which are administered by the Board policies.

(b) The Company's internal control system is not commensurate to the size and scale of operation over purchase and sale of shares and inventory and for expenses incurred.

Management Comment: With regards to appropriateness of internal control system is concerned, management is having views that the company has an effective and sufficient internal control system in place for granting of loans, management grants loans only either to the parties known to the Company or by references which are governed by the Board policies. The Loan and Advances granted by the Company has been closely supervised and monitored on regular basis.

However, as per recommendation of Auditors, the Company is under process to strengthen its controls procedures.

SECRETARIAL AUDITORS:

Pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Nitesh Chaudhary & Associates., Practicing Company Secretaries, to conduct the Secretarial Audit for the financial year 2023-2024. The Secretarial Audit Report as received from M/s Nitesh Chaudhary& Associates is appended to this Report as Annexure I.

COMMENTS ON OBSERVATION AND QUALIFICATION MADE BY SECRETARIAL AUDITORS:

M/s Nitesh Chaudhary &Associates, Company Secretary in Practice, in his Secretarial Audit Report for financial year 2023- 2024 have drawn the attention of the management on some of the non-compliances, which have been marked as qualification in his report. In connection with the same management herewith give the explanation for the same as follows:

1. The Company has received a notice from BSE that the Company has made Non-compliance with the Related Party Transaction on Consolidation basis under Regulation 23(9) for the Quarter ended September 2023. As per the Information given by the company, there is a delay of 1 day for filing related party transaction for the quarter ended 30^th September, 2023 in XBRL mode. As per the received information, clarification submitted by the Company to BSE Ltd. BSE levied a penalty of Rs. 5000 + gst, which was later made the penalty amount.

Management Comment: Board of Directors took on records the observation and inform to the Secretarial Auditor that the company has made payment of SOP Fine to BSE Ltd. of Rs. 5900/- including GST, this one day delay was happened due to medical issue and illness of our CFO, the board also ensure that the board is having a strong compliance team and the company and its management is adhere to comply all applicable compliances timely, the board ensure that no such delay will be seen in future.

NUMBER OF MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss. The intervening gap between the two consecutive meetings did not exceed 120 days as prescribed under the Companies Act, 2013.

The details of the number of meetings of the Board held during the Financial Year 2023-2024 forms part of the Corporate Governance Report.

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

RIGHT ISSUE OF SHARES

During the year under review, the Board of Directors in their Meeting held on 18th November, 2023 approved Raising of funds through issuance of equity shares having face value of Rs.10.00/- (Rupee Ten Only) (‘Equity Shares') for an aggregate amount of up to 48,50,00,000/- (Rupees Forty-Eight Crores Fifty Lakhs Only) on right issue basis, to the eligible equity shareholders of the Company.

The Company received the In-principal Approval from BSE Ltd, on 16^th April, 2024. Later the Board of Director in their Meeting held on 05^th June, 2024 allotted 4,15,31,441 (Four Crores Fifteen Lakhs Thirty-One Thousand Four Hundred and Forty-One) Fully Paid-Up Rights Shares Of Face Value Of 10.00/- (Rupees Ten Only) (‘Equity Shares') Each At A Price Of Rs. 10.00/- (Rupees Ten Only) Per Right Share.

ADDITIONAL INFORMATION REQUIRED UNDER THE NON-BANKING FINANCIAL COMPANIES (RESERVE BANK) DIRECTIVES, 1998:

The Company is registered with the RBI as a Non Deposit taking Non-Systemically. The Company has complied with and continues to comply with all applicable laws, rules, circulars and regulations, including the Master Direction (“RBI Directions”), as amended from time to time, and it does not carry on any activity other than those permitted by the RBI for Non Deposit taking Non-Systemically.

The relevant provisions, for disclosure in the Director's Report, of Non-Banking Financial Companies (Reserve Bank) Directions, 1998 issued by the Reserve Bank of India are not applicable, as the Company is not holding any public deposits.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No significant or material order passed by the regulators or court or tribunals in the name of Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company occurred during Financial Year 2023-2024, till the date of this report. Further there was no change in the nature of business of the Company.

There are no details in respect of frauds reported by auditors under section 143 of the Companies Act, 2013.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

During the year, no company has become or ceased to be a subsidiary, joint venture of the Company.

During the year under review, the company holds 39.35% of Equity Shares of Tilak Ventures Limited and thereby, Tilak Ventures Limited becomes an Associate Company of the Company (BANAS).

A separate statement containing the salient features of financial statements of Associate Company of your Company forms part of Annual Report in the prescribed Form AOC-1 as Annexure II in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

The Financial Statements of the Associate company and related information are available for inspection by the Members at the Registered Office of the Company during the business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Further in line with the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and in accordance with IND AS 110, Consolidated Financial Statement prepared by the Company includes financial information of its Associate Company.

ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL AGAINST ASSOCIATE COMPANIE AND PROMOTERS OF THE COMPANY:

During the Financial year 2023-2024, the Company's Directors/promoters Mr. Girraj Kishor Agrawal and Mrs. Tanu Agrawal, and the associated Company M/s. Tilak Venture Limited vide SEBI Order No. SEBI/HO/IVD/ID13/OW/P/2022/30132/1, 30132/2 and 30132/3 dated July 27, 2023 received a penalty of Rs. 7,00,000 per director and Rs. 14,00,000 on Associated Company by Securities Exchange Board of India for the Violation of SEBI (prohibition of Fradulent and Unfair Trade practices relating to Securities Market) Regulation, 2003 for mis-utilization of funds raised through preferential issue by the Company in FY. 2010-2011 and F.Y. 2012-2013. The Company has informed that the Associate Company and its promoter, directors (Noticee's) has filed an appeal with Honorable Securities Appellate Tribunal (SAT) after making payment of penalty amount under protest against the above stated order of SEBI, and as per the information given by the Company and its directors the Honorable SAT has given stay against the SEBI orders and matter is still sub judice.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

In compliance with Regulation 34 and Schedule V of SEBI Listing Regulations 2015, report on the Corporate Governance, along with a certificate from the Statutory Auditors of the Company on compliance with the provisions is annexed and forms part of the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and Listing Regulations 2015, all Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on yearly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm's Length.

All Related Party Transactions entered during the year 2023-2024 were in Ordinary Course of the Business and on Arm's Length basis; and there were no material contracts and arrangements.

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 are appended as Annexure III.

EXTRACT OF ANNUAL RETURN:

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 for F.Y. 2023-2024 is given in the Report as

Annexure IV.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as Annexure V.

POSTAL BALLOT:

During Financial year 2023-2024, no postal ballot was conducted by the Company.

RISK MANAGEMENT AND INTERNAL CONTROLS:

The Board has reviewed the Risk assessment and Minimization procedure as per Regulation 17 (9) of the SEBI (LODR) Requirements, 2015; there are no material risk which in the opinion of the management affects the continuity and existence of the business. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

The Company has in placed the internal control framework in commensurate with the size of the Company. However Company is trying to strengthen the same. The Board has adopted 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, error reporting mechanism, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of investments covered under the provisions of Section 186 of the Companies Act, 2013 will be produced for verification to the members on their specific request.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

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 Act read with Companies' (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption, and research and development are not applicable to the Company.

MEMBER OF CREDIT RATING AGENCY:

During the year under review your company has maintained the membership with all four Credit Information Company (CIC) registered with RBI i.e. CIBIL Limited, CRIF High Mark Credit Information Services Pvt. Ltd., Equifax Credit Information Services Pvt. Ltd. and Experian Credit Information Company of India Pvt. Ltd.

LISTING OF SHARES:

Equity shares of your Company are listed on BSE Ltd (Bombay Stock Exchange) only and the Company has paid the necessary Listing fees for the year 2023-2024.

FOREIGN EXCHANGE:

There is no inflow and outflow of Foreign Exchange.

CHANGE IN NATURE OF BUSINESS:

There was no change in nature of business during the year under review.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The Whistle Blower Policy is hosted on c o mpany's website athttps://banasfinance.files.wordpress.com/2018/04/whistle-blower-policy_banas-finance1.pdf

During the financial year 2023-2024, no cases under this mechanism were reported in the Company.

POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee (ICC) has been set up in compliance with the said Act. During the year under review no cases in the nature of sexual harassment were reported at any workplace of the company.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE IS HOSTED ON COMPANY'S WEBSITE AThttps://banasfinance.files.wordpress.com/2015/07/sexual-harassment-policy_banas-finance.pdf

During the financial year 2023-2024, no cases in the nature of sexual harassment were reported at any workplace of the company.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

CORPORATE SOCIAL RESPONSIBILITY

The Committee roles / powers are-

The CSR committee has adopted the policy for the activities to be undertaken under the Corporate Social Responsibility as per Schedule VIII of the Companies Act, 2013.

The Policy as adopted is available on the website of the Company www.banasfinance.wordpress.com.

CSR ACTIVITIES

During the year under review, the Company has not Spend any amount as CSR due to the Net profit reflect the profit as Notional profit and therefore the Company is not liable to not spend any amount as CSR and profit after tax of the company in preceding year 2022-2023 is (5476.14) lakhs, threshold limit is not yet met.

CEO AND CFO CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation, 2015 have been appended to this report in Annexure VI.

ACKNOWLEDGEMENT: