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Dear Shareholders / Members,

The Directors are pleasured to present the 35TH ANNUAL REPORT together with the Audited Financial Statement for the Financial Year 2024-25 ended 31st March, 2025.

1. FINANCIAL PERFORMANCE:

(Rs. in Lakh)

There are no material changes and commitment affecting the financial position of the Company which have occurred between 1st April, 2025 and date of this report.

2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors has not recommended any dividend on the Equity Shares for the year under review ended 31st March, 2025.

3. REVIEW OF OPERATIONS / COMPANY AFFAIRS & DETAILS OF CHANGE IN THE NATURE OF BUSINESS:

The Company earned total Income of Rs. 28.43 Lakh during FY 2024-25 under review compared to Rs. 26.61 Lakh during FY 2023-24. The Company has earned Profit before Interest and Depreciation of Rs.1.99 Lakh during FY 2024-25 under review compared to Rs.0.49 Lakh during FY 2023-24. After providing for Depreciation, finance cost, effect of impairment of financial instruments and Tax expenses, the Net Profit for FY 2024-25 under review stood Rs. 0.87 Lakh compared to Net Profit of Rs. 0.38 Lakh during FY 2023-24.

There is no change in the nature of business of the Company.

4. DIRECTORS:

4.1 It is with profound sadness that we inform you about the sudden demise of Mr. Ashok Chhajer, Managing Director (Promoter) of our Company, Typhoon Financial Services Limited, who passed away on 6th July, 2025.

Late Ashok Chhajer was the backbone of our organization, and his visionary leadership and guidance played a pivotal role in shaping the Company's growth and success.

The Board of Directors and the entire team of the Company are deeply saddened by this irreparable loss. We place on record our heartfelt appreciation for his invaluable contributions, leadership, and commitment to the Company.

4.2 One of your Directors viz. Ms. Sushma Chhajer (DIN: 00280231) retires by rotation in terms of the Articles of Association of the Company. However, being eligible offers herself for re-appointment.

4.3 The Board of Directors of the Company, based on the recommendation of Nomination and Remuneration Committee, has appointed Mr. Rishab A. Chhajer (DIN: 05184646) as Non-Executive Non-Independent Director of the Company w.e.f. 26th July, 2025.

4.4 Brief profile of the Director being re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings is provided in the Notice for the forthcoming AGM of the Company.

4.5 The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act.

4.6 In terms of provisions of Section 150 of the Companies Act, 2013 read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Amendment Rules, 2019 the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, Manesar (‘IICA').

4.7 The Board of Directors duly met 5 times during the financial year under review.The details of Board Meeting convened and held, are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and circulars and regulations issued under SEBI (LODR) Regulations, 2015 as amended from time to time.

4.8 Ms. Rajkumari Udhwani (DIN: 02636225) and Mr. Hitendra Chopra (DIN: 03372530) have been appointed as Non- Executive - Independent Directors of the Company for a term of five consecutive years w.e.f. 1st September, 2024.

4.9 The second term of Mr. Manish Joshi (DIN: 06936130) and Mr. Kashyap Mehta (DIN: 00005063) as an Independent Directors of the Company had completed on September 24, 2024 and consequently, they ceased to be an Independent Directors of the Company w.e.f. 24th September, 2024.

4.10 Formal Annual Evaluation:

The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the performance of the Board of Directors as well as that of its Committees and individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. The exercise was carried out through an evaluation process covering aspects such as composition of the Board, experience, competencies, governance issues etc.

4.11 DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) that 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 31st March, 2025 being end of the financial year 2024-25 and of the Profit of the Company for the year; (iii) that the Directors had taken proper and sufficient care for 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; (iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) 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.

(vi) 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.

5 . LISTING:

The Equity Shares of the Company are listed on BSE Limited & Calcutta Stock Exchange Limited. The Company is generally regular in payment of Annual Listing Fees. The Annual Listing Fees has been paid to BSE Limited for the FY 2025-26.

6. SHARE CAPITAL:

There are no changes in the authorized share capital and paid-up share capital during the period under review. The issued, subscribed and paid-up Share Capital of the Company as on 31st March, 2025 was Rs. 300.06 Lakh. As on 31st March, 2025, the Company has not issued shares with differential voting rights nor granted stock options nor do sweat equity and none of the Directors of the Company hold any convertible instruments.

7. RESERVES:

Under section 45-IC of Reserve Bank of India Act, 1934, non-banking financial companies (NBFCs) are required to transfer a sum of not less than 20% of its net profit every year to the reserve fund before declaration of any dividend. Accordingly, the Company has till date transferred a sum of Rs. 0.34 lakhs to its reserve fund.

8. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

9. MANAGERIAL REMUNERATION:

The Company has not paid any Managerial Remuneration or other benefits to any of its Directors.

The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management to enhance the quality required to run the Company successfully. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy.

The Nomination and Remuneration Policy is available on the Company's website-www.typhoonfinancial.com

10. KEY MANAGERIAL PERSONNEL (KMP) :

There are no material payments to KMP/ Employees. As no material payments have been made the amount is not comparable with the performance of the Company.

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.The number of permanent employees of the Company are three.

% INCREASE IN REMUNERATION OF DIRECTORS AND KMP:

11. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES,INVESTMENT & SECURITIES

PROVIDED:

Details of Related Party Transactions and details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Directors' Report.

All 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 transactions with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at www.typhoonfinancial.com.

12. CORPORATE GOVERNANCE AND MDA:

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance (on voluntary basis), Management Discussion and Analysis (MDA) and a certificate regarding compliance with the conditions of Corporate Governance are appended to the Annual Report as Annexure - A.

13. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. Nishant Pandya & Associates, Company Secretaries, Ahmedabad. The said Report is attached with this Report as Annexure – C.The remarks of Auditor are self-explanatory.

Based on the recommendation of the Audit Committee, in terms of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board of Directors has recommended the appointment of M/s. Nishant Pandya & Associates, Practising Company Secretaries (Firm Registration No. S2019GJ700100) as Secretarial Auditors of the Company for a term of five (5) consecutive years to conduct the Secretarial Audit of five consecutive financial years commencing from financial year 2025-26 to 2029-30, for approval of shareholders/members of the Company. The Company has obtained consent from M/s. Nishant Pandya & Associates, Practising Company Secretaries to the effect that their appointment as Secretarial Auditors of the Company for period of 5 years i.e. for the Financial Years 2025-26 to 2029-30, if made, will be in accordance with the provisions of Section 204 of the Companies Act, 2013.

The Shareholders/members are requested to consider and approve the appointment of the Secretarial Auditors of the Company.

14. ANNUAL RETURN:

The Annual Return as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company and can be accessed at www.typhoonfinancial.com.

15. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz. NSDL and CDSL. The ISIN allotted is INE761R01013.

16. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The details of various committees as on date and their functions are part of Corporate Governance Report.

Further, the Board of Directors in their meeting held on 22nd July, 2024:

- Reconstituted the Audit Committee of the Company w.e.f. 1st September, 2024 comprising of Mr. Hitendra Chopra@, Ms. Rajkumari Udhwani@ & Ms. Sushma Chhajer as members.

- Reconstituted the Nomination & Remuneration Committee of the Company w.e.f. 1st September, 2024 comprising of Mr. Hitendra Chopra@, Ms. Rajkumari Udhwani@ & Ms. Sushma Chhajer as members.

- Reconstituted the Stakeholders Relationship Committee of the Company w.e.f. 1st September, 2024 comprising of Ms. Rajkumari Udhwani@, Mr. Hitendra Chopra@ & Mr. Ashok Chhajer as members.

@ Appointed as Independent Director of Company w.e.f 1st September, 2024.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO:

Your Company being in the Industry of Investment and Finance, the particulars relating to conservation of Energy, Technology Absorption etc. are not applicable. The Company has not earned or spent any amount in Foreign Exchange.

18. STATUTORY AUDITORS:

The present Statutory Auditors viz. M/s Sahib S. Choudhary & Co., Chartered Accountants were appointed as the Statutory Auditors at the 30th Annual General Meeting (AGM) of the Shareholders/Members of the Company held on 21st September, 2020, for a period of five (5) years to hold office until the conclusion of this 35thAnnual General Meeting. Accordingly, M/s Sahib S. Choudhary & Co., will retire at the conclusion of this AGM, pursuant to the provisions of Section 139 of the Companies Act, 2013.

The Auditors' Report for the fiscal 2025 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

In terms of Section 139 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014, the Board of Directors has recommended the appointment of M/s. Virendra Surana & Co., Chartered Accountants, Kolkata having Firm Registration No. 319179E & Peer Reviewed Certificate No. 014563, as Statutory Auditors of the Company for a term of 5 consecutive years to hold office as Statutory Auditors from the conclusion of the this 35th AGM till the conclusion of 40thAGM on remuneration to be decided by the Board or Committee thereof.

The Company has obtained consent from M/s. Virendra Surana & Co., Chartered Accountants to the effect that their appointment as Statutory Auditors of the Company for period of 5 years i.e. for the Financial Years 2025-26 to 2029-30, if made, will be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013. The Shareholders are requested to consider the proposal and approve the appointment of the Statutory Auditors of the Company.

19. INSIDER TRADING POLICY:

As required under the Insider Trading Policy Regulations of SEBI, your Directors have framed and approved Insider Trading Policy for the Company i.e. ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information' and ‘Code of Conduct for Regulating Monitoring and Reporting of Trading by Designated Persons/Insiders'. The Policy is available on the company's website.

20. GENERAL:

20.1. INSURANCE:

The Company's properties continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages, etc.

20.2 FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

20.3 RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly with reference to statutory regulations and guidelines defined by the Company.

20.4 SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Subsidiaries/ Associates Companies / JVs. 20.5 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

20.6 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS: There has been no significant and material order passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

20.7 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

20.8 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

20.9 SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company.

20.10 CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During this period under the provisions under section 135 in respect of CSR is not applicable to the Company. Hence, your Directors have not constituted the Corporate Social Responsibility (CSR) Committee.

20.11 DETAILS OF PROCEEDINGS UNDER IBC & OTS, IF ANY:

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. Further, there was no instance of one time settlement with any Bank or Financial Institution.

20.12 AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY:

No agreements have been entered / executed by the parties as mentioned under clause 5A of paragraph A of Part A of Schedule III of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 which, either directly or indirectly effect / impact the Management or Control of the Company or impose any restriction or create any liability upon the Company.

20.13 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013: The Company has in place an Anti-Sexual Harassment Policy, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any complaint as under: a. Number of complaints received during the year Nil b. Number of complaints disposed-off during the year Nil c. Number of cases pending for more than 90 days Nil

21. DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

22. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company.

23. DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961:

The Company is in compliance of the provision of Maternity Benefit Act, 1961 to the extent applicable.

24. ACKNOWLEDGEMENT:

Your Directors express their sincere thanks and appreciation to Promoters, Shareholders and Customers for their support and co operation. Your Directors also place on record their gratitude to the Bankers of the Company and Government Departments for their confidence reposed in the Company.