TO
THE MEMBERS
OF HASTI FINANCE LIMITED
Your Directors have pleasure in presenting the 31st Annual report of the
Company together with the audited Financial Statements for the year ended 31st March,
2025.
1. FINANCIAL RESULTS:
The financial results of your company for the year ended 31st March, 2025 are
summarized below:
| Particulars for the Year ended |
For the year ended 31st March, 2025 |
For the year ended 31st March, 2024 |
| Gross Income |
45024.52 |
45024.52 |
| Less: Expenses |
859281.65 |
104492.78 |
| Profit /(Loss) Before Interest, Depreciation and amortization,
exceptional items and tax |
(814257.13) |
(59,468.26) |
| Less: Depreciation and Amortization |
(1285.72) |
(1285.75) |
| Profit/ (Loss) before exceptional items and tax |
(815542.85) |
(60,754.01) |
| Add: Exceptional item |
|
|
| Proft/(Loss) before tax |
(815542.85) |
(60,754.01) |
| (Less)/Add: Provision for Taxation |
(62.00) |
(9644.15) |
| Profit/(Loss) after tax |
(815480.85) |
(51109.86) |
| Add: Balance brought forward from previous year |
|
|
| Profit available before appropriations |
(815480.85) |
(51109.86) |
| Less: Appropriations Other Comprehensive Income Transfer to Statutory
reserve |
(30121.36) |
0.00 |
| Surplus carried to balance sheet |
(845602.21) |
(51109.86) |
During the year, the Loss suffered by the company amounting to Rs. in hundred
(845602.21) (Previous Year loss suffered by the company: Rs. 51109.86) and Sale of
services NIL. The Company is a Non deposit accepting Non -Banking Finance Company.
Accordingly, it has followed the RBI guidelines for income recognition and provision norms
as far as applicable to the Company.
The Loss after tax of the Company for the current year was Rs. in hundred (845602.21)
as compared loss of Rs. in hundred (51109.86) during the previous year.
The Directors propose to carry Rs. in hundred (845602.21) being the Loss for the
current year to the
Balance Sheet during the financial year ended 31st March, 2025.
2. RESERVES
Since, the Company has incurred a loss during the year therefore, Company has not
transferred to Statutory Reserves of the Company.
3. CAPITAL STRUCTURE
There was no change in the Authorized and Paid-up Share Capital of the Company during
the year
The Authorized Share Capital of the Company is Rs. 12,01,00,000/- (Rupees Twelve Crores
and One Lakh only) divided into 1,20,10,000 (One Crore Twenty Lakh and Ten Thousand Only)
Equity Shares of Rs. 10/- (Rupee Ten) each.
The Paid-up Share Capital of the Company is Rs. 10,83,97,300/- (Rupees Ten Crores
Eighty Three Lakhs Ninety Seven Thousand and Three Hundred only) divided into 1,08,39,730
(One Crore Eight Lacs Thirty Nine Thousand Seven Hundred and Thirty Only) Equity Shares of
Rs. 10/- (Rupee Ten) each.
4. DIVIDEND:
During the year Company has incurred a loss, therefore, Company has not recommended
Dividend to the shareholders of the Company.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no dividend declared and paid last year.
6. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
Your Directors wish to present the details of Business operations done during the year
under review. The Company is Non- Banking Finance Company. For the business and operation
of the company along with revenues, financials attached with the annual report could be
referred .
7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which the financial statements relate on
the date of this report.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our
Company. There was no foreign exchange inflow or Outflow during the year under review.
9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY
The Company has been addressing various risks impacting the Company and the policy of
the Company on risk management is provided elsewhere in this annual report in Management
Discussion.
10. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES
The provisions of Section 135 of the Companies Act, 2013 do not apply to our Company.
Hence the company has not developed and implemented any corporate social responsibility
initiatives.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013, if any, are given in the notes to the Financial
Statements.
12. AUDITORS
a. Statutory Auditors.
M/s. Vandana V. Dodhia & Co., Chartered Accountants, Firm Registration No. 117812W
was appointed as Statutory Auditors for a period of 5 years under Section 139 of the
Companies Act, 2013 to hold office from the conclusion of 28th Annual General Meeting till
the conclusion of 33rd Annual General Meeting to be held in the year 2026-2027.
b. Secretarial Auditor
According to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Secretarial Audit Report submitted by Secretarial Auditor, M/s Deepika Mishra and
Associates (Practicing Company Secretaries) (M. No. A46839, COP No. 17113).
13. AUDITORS REPORT STATUTORY AUDITOR
The Statutory Auditor's report is self-explanatory in nature.
14. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES
The Company's Policy relating to appointment of Directors, payment of Managerial
remuneration, Directors' qualifications, positive attributes, independence of Directors
and other related matters as provided under Section 178(3) of the Companies Act, 2013 is
available at the registered office of the company.
15. ANNUAL RETURN
The Annual Return of the Company as on 31st March 2025 in Form MGT-7 in accordance with
Section 92(3) of the Act read with the Companies (Management and Administration) Rules
2014 is available on the website of the Company. www.hastifinance.com
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Parties entered by the Company in the normal course of business are Transactions with
related periodically placed before the Audit Committee and the particulars of contracts
entered during the year as per Form AOC-2 is enclosed as Annexure "2”.
17. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company has held 6 board meetings during the financial year under review.
18. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submit its responsibility Statement:?
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies 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 at the end of the financial year and of
the profit of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively,
(f) the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Associates or Joint venture Company.
20. DEPOSITS
Our company is a Non deposit accepting Non - Banking Financial Company, during the year
under review the Company has neither accepted nor renewed any deposit during the year
under review.
21. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY
There are changes in the composition of Board of Directors in the financial year
2024-25.
| S.No. Name of director |
Designation |
Nature of change |
Date of change |
| 1. Vishal Nanalal Buddhdev |
Non-Executive - Independent Director |
Cessation |
30.9.2024 |
| 2. Sumedh Ramesh Madame |
Non-Executive - Independent Director |
Appointment |
05.09.2024 |
22. DECLARATION OF INDEPENDENT DIRECTORS
The 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. The Board is of the view that all the
Independent Directors on the Board possess integrity, necessary expertise and experience
for performing their functions diligently
PARTICULARS OF EMPLOYEES
Information as per Rule 5(1) of chapter XIII, Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014
Information under Rule 5(1) (i) & (ii)
| Name of Director |
Designation |
Remuneration in year 2025 (Rs. In Hundreds) |
Remuneration in the year 2024 (Rs. In Hundreds) |
% increase/decrease in remuneration during the year |
| Nitin Prabhudas Somani |
Managing Director |
Only sitting fees is given |
1050 |
Not applicable |
| Sonal Nitin Somani |
Executive Director |
Only sitting fees is given |
1050 |
Not applicable |
| Raj Nitin Somani |
Chief Financial Officer |
Nil |
Nil |
Nil |
Information under Rule 5(1) (iii) & (iv)
| Total Number of employees during the year 2025 |
Total Number of employees during the year 2024 |
Remuneration of employees in year 2025 (Rs. In Lacs) |
Remuneration of employees in the year 2024 (Rs. In lacs) |
% increase/(decrease) in remuneration of employees during the year |
| Nil |
1 |
Nil |
Nil |
|
Information under Rule 5(1) (viii)
The Company affirms that the remuneration is as per the remuneration policy of the
Company.
No employee of the Company is falling under Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
23. FORMAL ANNUAL EVALUATION
The provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, mandates that the board shall monitor and review the
Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation
needs to be made by the Board of its own performance and that of its committees and
individual directors. Schedule IV of the Companies Act, 2013 states that the performance
evaluation of independent directors shall be done by the entire Board of Directors,
excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was conducted based on the
criteria and framework adopted by the Board. The Board approved the evaluation results as
collated by the Nomination and Remuneration committee.
24. WHISTLE BLOWER POLICY
The Board has adopted whistleblower mechanism in the company.
25. DISCLOSURE OF COMPOSITION OF BOARD COMMITTEES as on 31/03/2025
| Name of Committee |
Composition of Committee |
| Audit Committee |
Mr. Khairu Imam Pappuwale (Chairperson) |
|
Mr. Sanjay Vasudeo Dhoke (Member) |
|
Mr. Sumedh Ramesh Madame (Member) (appointed w.e.f.14-11-2024) |
| Nomination and Remuneration Committee |
Mr. Sumedh Ramesh Madame (Chairperson) (appointed w.e.f.14-11-2024) |
|
Mr. Khairu Imam Pappuwale (Member) |
|
Mr. Sanjay Vasudeo Dhoke (Member) |
| Stakeholders Relationship Committee |
Mr. Sumedh Ramesh Madame (Chairperson) (appointed w.e.f.14-11-2024) |
|
Mr. Khairu Imam Pappuwale (Member) |
|
Mr. Sanjay Vasudeo Dhoke (Member) |
The above composition of the Audit Committee consists of all independent Directors.
The Company has established a vigil mechanism and overseas through the committee, the
genuine concerns expressed by the employees and other Directors.
The Company has also provided adequate safeguards against victimization of employees
and Directors who express their concerns. The Company has also provided direct access to
the chairman
of the Audit Committee on reporting issues concerning the interests of co employees and
the Company.
26. SHARES
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
27. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013.
There was no case filed during the year, under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013. Further, the Company
ensures that there is a healthy and safe atmosphere for every women employee at the
workplace and have made necessary policies for safe and secure environment for women
employees. The Company has in place an Anti?Sexual Harassment Policy in line with the
requirements of The Sexual Harassment of Women at Work Place (Prevention, Prohibition and
Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress
complaints received regarding sexual harassment. The Company affirms that during the Year
under review, no complaints were received by the Committee for redressal.
28. CASH FLOW STATEMENT
In conformity with the provisions of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and requirements of Companies Act, 2013, the Cash flow
Statement for the financial year ended 31.03.2025 is annexed here to as a part of the
Financial Statements.
29. DISCLOSURE OF MAINTENANCE OF COST RECORDS
Maintenance of Cost records as specified by the Central Government under subsection (1)
of section 148 of the Companies Act, 2013 is not applicable to the Company.
30. DETAILS OF SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS/TRIBUNAL/COURTS
There are no significant or material orders passed by any regulators/Tribunal/Courts
impacting the going concern status and Company's Operation in future.
31. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in
Management Discussion and Analysis, which forms part of this Report.
32. CORPORATE GOVERNANCE REPORT:
The report on Corporate Governance required as per SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is attached in Annexure "3” to the
Board report.
33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report is enclosed as a part of this report as
Annexure "4”.
34. CORPORATE GOVERNANCE CERTIFICATE
The certificate from the auditors regarding compliance of conditions of corporate
governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is attached in Annexure "5” to the report.
35. ENVIRONMENT PROTECTION AND POLLUTION CONTROL
The Company has always been socially conscious corporate, and has always carried
forward all its operations and procedures for environment friendly norms with all
necessary clearances.
36. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings and General Meetings. As required in terms of
Secretarial Standard (SS)- 4, it is hereby confirmed that there is no corporate insolvency
resolution process initiated under the Insolvency and Bankruptcy Code, 2016.
37. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on your Company.
On behalf of Board For Hasti Finance Limited
| Sd/- |
Sd/- |
| Nitin Prabhudas Somani |
Sonal Nitin Somani |
| Managing Director |
Director |
| Din: 00841378 |
Din: 01216993 |
| Date: 03rd September 2025 |
|
| Place: Mumbai |
|
