Sumedha Fiscal Services Ltd

Dear Members,

Your Directors are pleased to present the Thirty Sixth Annual Report together with the Audited Financial Statements for the year ended March 31, 2025.

Financial Highlights (Rs. in lakhs, except equity share data)

On standalone basis, Total Income for the financial year under review was Rs. 10541.96 Lacs as against Rs. 9637.66 Lacs for the previous financial year registering an increase of 9.38%. The Profit Before Tax was Rs. 848.76 Lacs and the Profit After Tax was Rs. 658.64 Lacs for the financial year under review as against Rs. 918.49 Lacs and Rs. 771.74 Lacs, respectively for the previous financial year.

On consolidated basis, Total Income for the financial year under review was Rs. 10620.44 Lacs as against Rs. 9661.49 Lacs for the previous financial year registering increase of 9.92%. The Profit Before Tax was Rs. 921.05 Lacs and the Profit After Tax was Rs. 727.97 Lacs for the financial year under review as against Rs. 919.71 Lacs and Rs. 765.25 Lacs, respectively for the previous financial year.

To diversify and expand its existing business operations, the Company has entered into a Limited Liability Partnership (LLP) structure as a partner in a newly formed entity, Urushya Wealth Management LLP. This strategic initiative is aimed at enabling the Company to participate in the rapidly growing domain of investment management, with a specific focus on Alternative Investment Funds (AIFs).

In recent years, AIFs have gained significant attraction due to its ability to generate higher returns by investing in funds such as real estate funds, venture capital funds and start-up funding. AIFs offer a more comprehensive range of investment opportunities and alternative asset management methods. Alternative Investment Funds are considered a valuable addition to a well-diversified investment portfolio, as they provide exposure to alternative assets that can generate higher returns and offer low correlation to traditional investments.

The Company aims to generate superior returns through the AIF, with focus on cash flows without compromising safety and security by investing in businesses which are not able to secure conventional credit funding at prevailing market rates owing to various reasons.

No material changes and commitments have occurred after the close of the year till the close of this Report, which affects the financial position of the Company.

Pursuant to the notification dated February 16, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standard) Rules, 2015. Accordingly, the Financial Statements have been prepared in compliance with Ind AS. Consequently, the subsidiary and associate companies also have adopted Ind AS (irrespective of their net worth).

The Board of Directors is pleased to recommend a dividend of Re. 1/- per share (10%) for the year ended March 31, 2025, subject to the approval of the Members at the 36th Annual General Meeting.

During the year under review, there was no transfer to General Reserve (Previous year Rs. Nil).

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016/Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001 (including amendments and modifications, thereof), Rs.2,24,863/- of unpaid/ unclaimed dividends were transferred during the year 2024-25 to the Investor Education and Protection Fund.

No shares have been issued or allotted under any Employee Stock Option Scheme during the FY 2024-25.

The Paid-up Equity Share Capital as at March 31,2025 stood at Rs. 7,98,44,240/-. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.

As on March 31, 2025, none of the Directors of the Company hold instruments convertible into equity shares of the Company. Management Discussion and Analysis Report

In terms of requirements of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), a Management Discussion and Analysis Report is attached as Annexure - I forming part of this Report.

In terms of requirements of Regulation 34 of the SEBI LODR, a Report on Corporate Governance together with Auditors' Certificate regarding compliance of Conditions of Corporate Governance are attached as Annexure - II and Annexure - III, respectively forming part of this Report.

In accordance with Section 136 of the Companies Act, 2013 and Regulation 34 of the Listing Regulations read with other applicable provisions, your Directors have attached the Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, prepared in accordance with applicable Ind AS, which form a part of the Annual Report. The financial statements including consolidated financial statements and the audited accounts of the subsidiary are available on the Company's website https://www.sumedhafiscal.com/annual-reports.

Accordingly a statement in Form AOC-1 is attached to the Financial Statements of the Company for your information.

During the year the Company recorded Total Revenue of Rs. 24,03,834/- (Previous Year Rs. 23,82,889/-) and Net Profit of Rs. 18,17,023/- for the year ended 31st March, 2025 (Previous Year: Rs. 13,04,872/-).

The subsidiary has formally discontinued commodity trading activities and surrendered its Membership with MCX from April 1, 2019, considering overall profitability and risks associated with commodity trading.

During the year the Company recorded Total Revenue of Rs. 73,23,369/- (Previous Year Rs. 55,27,696/-) and Net Profit of Rs. 43,14,923/- for the year ended 31st March, 2025 (Previous Year Rs. 30,58,625/-).

The Company continues to explore growth opportunities.

During the year the Company recorded a revenue of Rs. 2,59,14,637/- (Previous Year : Rs. 3,98,75,493/-) and Net Profit of Rs. 2,00,247/- for the year ended 31st March, 2025 (Previous Year : Rs. 58,73,160/-).

The Company continues its activities as a prominent player in Insolvency and Bankruptcy practice and is operating in a contemporary market scenario and monitoring its activities and business operations.

The Company strived hard to make its entrance into the business of incubating start-ups from the Eastern Region. However, due to the absence of ongoing business operations, the Board of Directors of the company vide its meeting held on 29th July, 2024 proposed to voluntary liquidate the company in accordance with the provision of Section 59 and other applicable provisions of the Insolvency and Bankruptcy Code, 2016 ("Code"). Subsequently, in the Extra-Ordinary General Meeting dated 22nd August, 2024 the shareholders of the company approved the decision of the board to voluntarily liquidate the company with requisite majority.

Consequently, the liquidator submitted the application along with its report to Hon'ble NCLT, Kolkata (Tribunal) for its order to dissolve the Company. The Tribunal perused the documents and noticed that the affairs of the Corporate Person have been completely wound up and its assets were liquidated and was satisfied from the documents on record that the voluntary liquidation is not with intent to defraud any person. Therefore, sanction was accorded to dissolve the company vide its order dated 01-01-2025.

Urushya Wealth Management LLP, an associate entity, being the Investment Manager and Sponsor has launched Bharat Credit Opportunities Fund - I, a scheme of Bharat Credit Opportunities Trust and has received a total commitment of Rs. 55 crores (including Rs. 5 crores from Sponsor). The LLP is evaluating different investment opportunities to achieve the investment objective of the Fund which includes maximizing return without compromising on security aspects by investing in such Portfolio Entities which are not able to secure conventional credit funding at prevailing market rates owing to various special situation.

During the year under review, the LLP has incurred a loss of Rs. 47,17,896/- (Previous Year Rs. 4,00,179/).

In accordance with the Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the unlisted subsidiary of this Company is not a material subsidiary. The Company has formulated a policy for determining material subsidiary. The policy can be accessed at the Company's website at

https://www.sumedhafiscal.com/ftp/Investors/Codes_Policies/February2025/MaterialSubsidiaryPolicy_04022025.pdf Corporate Social Responsibility (CSR)

Your Company strives to be a socially responsible Company and strongly believes in development, which is beneficial for the society at large, as a part of its Corporate Social Responsibility ("CSR") initiatives. Through the CSR programme, your Company sets the goal of reaching a balance that integrates human, environmental and community resources. By means of integrating and embedding CSR into its business operations and participating proactively in CSR initiatives, your Company intends to contribute continuously to global sustainable development efforts.

As per the Companies Act, 2013, as prescribed companies are required to spend at least 2% of their average net profits for three immediately preceding financial years. Accordingly, your Company has spent Rs. 9.27 Lacs towards the CSR activities during FY 2024-25.

Details about the CSR policy are available on our website

The annual report on the CSR activities of your Company is appended as Annexure - IV to this Report.

The Company is not required to comply with the requirements associated with Regulation 34(2)(f) of the Listing Regulations, 2015. Secretarial Standards

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly followed by the Company.

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in preparation of the Annual Accounts for the year under review and state that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departure;

(ii) the Directors have 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 as at March 31, 2025 and profits of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care 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;

(iv) the annual accounts have been prepared on a going concern basis;

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2024-25.

Members of the Company at its 35th Annual General Meeting held on 28th August, 2024, approved re-appointment of Mr. Vijay Maheshwari (DIN: 00216687) as a Director liable to retire by rotation.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Mrs. Garima Maheshwari (DIN: 07001628), Director, retires by rotation at the forthcoming Annual General Meeting and being eligible offers herself for re-appointment. The Board of Directors on recommendation of the Nomination and Remuneration Committee has recommended her re-appointment.

Further, pursuant to the applicability of Sections 196, 197, 203 and any other applicable provisions, if any, of the Companies Act, 2013 read with Schedule V to the Act and the Companies (Appointment and Remunerations of Managerial Personnel) Rules, 2014 and based on the recommendation of the Nomination and Remuneration Committee, Mr. Bhawani Shankar Rathi (DIN: 00028499), was re-appointed as Whole-time Director by the Board of Directors with effect from April 01, 2025, subject to the approval of the Members. The members accorded their consent to his re-appointed vide Special Resolution passed through Postal Ballot, approving the said appointment for a period of three years till March 31, 2028, and that he shall not be liable to retire by rotation.

Further pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, based on the recommendation of the Nomination and Remuneration Committee, Board of Directors of the Company at its meeting held on 16th May 2025 has approved the continuation of Mr. Vij ay Maheshwari (DIN: 00216687) as a Non-Executive, Non-Independent Director of the Company, after attaining the age of 75 years on January 3, 2026, subject to the approval of shareholders by way of special resolution at the ensuing Annual General Meeting.

The Company had annual evaluation of its Board, Committees and individual Directors pursuant to the provisions of Companies Act, 2013 and Listing Regulations. The Nomination and Remuneration Committee (NRC) specified the methodology for effective evaluation of performance of Board and Committees and individual Directors and also finalised the evaluation criteria (containing required particulars as per Guidance Note issued by the SEBI) and authorized the Board to undertake the evaluation process. The Evaluation Statement was reviewed by the Independent Directors.

The performance of individual directors was evaluated on parameters, such as, number of meetings attended, contribution made in

the discussions, contribution towards formulation of the growth strategy of the Company, independence of judgement, safeguarding the interest of the Company and minority shareholders etc. The Board then evaluated the performance of the Board, Committees and the individual Directors in the prescribed manner.

Necessary declarations have been obtained from all the Independent Directors that they meet the criteria of independence under sub-section (6) of Section 149 of the Companies Act, 2013 and as per Regulation 25 read with Regulation 16 of SEBI LODR Regulations. In the opinion of the Board there has been no change in the circumstances which may affect in the status of Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Companies Act, 2013 and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

During the year under review, 4 (Four) Board Meetings were convened and held. The details thereof are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The Company is having the following Key Managerial Personnel during the year

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee #

# In accordance with the provision of Section 135(9) of the Companies Act, 2013, where the amount to be spent by a company under Section 135(5) does not exceed Rs. 50 Lacs, the requirement for constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided under this section shall be discharged by the Board of Directors of the company. Hence, the Board of Directors in its meeting held on August 12, 2024 approved the dissolution of the CSR Committee.

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

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the Notes to Financial Statements.

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company https://www.sumedhafiscal.com/codes-and-policies.

The Company has adopted a Nomination and Remuneration Policy for determining remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel and other matters provided under Section 178(3) of the Companies Act, 2013 and

Listing Regulations, adopted by the Board. The details of this policy have been posted on the website of the Company https://www.sumedhajiscal.com/ftp/Investors/Codes_Policies/August2023/N_R_Policy_wejU4082023.pdf.

The Remuneration Policy has also been outlined in the Corporate Governance Report forming part of this Annual Report. Particulars of Contract or Arrangements made with Related Parties

All contracts /arrangements / transactions entered by the Company during the financial year with related parties were in ordinary course of business and on an arm's length basis. During the year, the Company has not entered into any contracts /arrangements / transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC - 2 is not applicable to the Company.

The Company has formulated a policy on materiality of related party transactions and also on dealing with related party transactions. The policy is available on the Company's website - https://www.sumedhafiscal.com/codes-and-policies/. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and proposed to be entered in the ordinary course of business and at arm's length basis during the financial year. All related party transactions are placed before the Audit Committee for review and approval.

The Company has an Internal Risk Management policy providing effective risk management framework for identifying, prioritizing and mitigating risks, which may impact attainment of short and long term business goals of our company. The Policy is available on Company's website under the URL https://www.sumedhafiscal.com/codes-and-policies. The main objective of the policy is to assess & evaluate significant risk exposures & assess management's actions to mitigate the exposures in a timely manner. The process aims to analyze internal and external environment and manage economic, financial, market, operational, compliance and sustainability risks and capitalizes opportunities of business success. The risk management framework, which is based on our Company's risk management process, is aligned with strategic planning, deployment and capital project evaluation process of the Company.

Risk Management System has been integrated with the requirements of internal controls as referred to in Section 134(5)(e) of the Companies Act, 2013 to evolve risk related controls.

A detailed note on risk management is given in Management Discussion & Analysis section forming part of this Annual Report. Deposits

The Company has neither accepted nor renewed any deposits during the year. No deposit has remained unpaid or unclaimed at the end of the year under review.

No significant and material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operation in the future.

Based on quarterly reports on the status of statutory compliance from Departmental Heads/ Responsibility Centres, the Company Secretary issues Certificate under Section 205 of the Companies Act, 2013 (Act) and Rules made thereunder and placed before the Audit Committee and Board of Directors for review.

The status of Statutory Compliance is verified by the Internal Auditors and Secretarial Auditors pursuant to Sections 138 and 204 of the Companies Act, 2013 as well as Annual Secretarial Compliance Report pursuant to Regulation 24A of Listing Regulations.

The copy of Annual Return is available on the Company's website: https://www.sumedhafiscal.com/annual-return/.

M/s. V Singhi & Associates, Chartered Accountants, 4, Mangoe Lane, Ground Floor, Kolkata - 700001 (Firm Registration No. 311017E) were appointed as the Statutory Auditors of the Company for a period of 5 (five) consecutive years for the period from Financial Years 2022-23 to 2026-27, at the 33rd AGM of the Company held on September 17, 2022.

The Board and the Audit Committee have approved their continuation as Statutory Auditors of the Company for the Financial Year 2025-26, based on their consent and confirmation of eligibility dated April 30, 2025.

The Statutory Auditors have issued an unqualified audit report on the annual accounts of the Company for the year ended 31st March, 2025.

M/s. A.K. Labh & Co., who was appointed as Secretarial Auditor of the Company for the financial year 2024-25, has vacated their office.

In terms of Regulation 24A of the SEBI Listing Regulations, Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on May 16, 2025 has recommended to the Members of the Company to consider at their ensuing Annual General Meeting, the appointment of M/s Labh & Labh Associates, Company Secretaries (FRN: P2025WB105500) a peer reviewed firm, as Secretarial Auditor of the Company for a period of five consecutive financial years (2025-26 to 2029-30), i.e. from the conclusion of 36th Annual General Meeting until the conclusion of the 41st Annual General Meeting of the Company to be held in the year 2030.

The Secretarial Audit Report for FY 2024-25(attached as Annexure - V) does not contain any qualification.

The Auditors' Report to the Shareholders does not contain any reservation, qualification, or adverse remark. During the year under review, neither the statutory auditors nor secretarial auditors have reported to the Audit Committee of the Board under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers and employees, the details of which need to be mentioned in this Report.

The Company is not engaged in production of goods or providing services pursuant to Section 148 of the Act and therefore not required to comply with the requirements thereunder.

The Audit Committee of the Company quarterly reviews the Internal Audit Reports as preferred by the Internal Auditor M/s. ALP & Associates, Chartered Accountants. The Committee also reviews adequacy and effectiveness of internal controls based on such reports.

M/s. ALP & Associates, Chartered Accountants was re-appointed as Internal Auditor of the Company on 16th May, 2025 by the Board on recommendation of the Audit Committee of the Company for the financial year 2025-26.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report or by the Practicing Company Secretary in their Secretarial Audit Report for FY 2024-25. During the year, there has been no instances of frauds reported by Auditors under section 143(12) of the Companies Act, 2013.

During the year under review, no significant and material order has been passed by any regulator or by any Court which has a material impact on the financial position of the Company.

Pursuant to Section 134(3)(q) read with the Companies (Accounts) Rules, 2014, the Company has complied with the provisions relating to constitution of Internal Complaint Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has a Prevention of Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the period under review, no complaint was received by the Internal Complaint Committee.

Since the Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules, 2014 are not applicable.

Foreign Exchange earnings and outgo during the year under review were Rs. 15.74 Lacs and Rs. 0.97 Lacs, respectively (Previous Year Rs. 4.15 Lacs and Rs. 5.40 Lacs, respectively).

The ratio of the remuneration of each Director to the median employee's remuneration and other particulars or details of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this Report as Annexure VI.

None of the employees of the Company is in receipt of remuneration coming under purview of the said Section/Rule.

A Statement comprising of top 10 employees in terms of remuneration drawn is provided in Annexure VII. The said Annexure is not being sent along with this Annual Report to the Members of the Company in line with the provisions of Section 136 of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company.

Key Financial Ratios for the financial year ended March 31, 2025, are provided in the Management Discussion and Analysis Report. Green Initiative

Electronic copy of the Annual Report for FY2024-25 and the Notice of the ensuing AGM is being sent to all shareholders whose email addresses are available in demat account and registered with Company's Registrar and Share Transfer Agent. Shareholders holding shares in demat form are requested to update their email addresses with their Depository Participant(s) and for shareholders holding shares in physical form, should get their email registered/ updated with Company's Registrar and Share Transfer Agent. A letter providing the web-link, including the exact path, where complete details of the Annual Report 2024-25 is available will be sent to those shareholder(s) who have not so registered their email address.

1. The Company has not entered into any one time settlement proposal with any Bank or financial institution during the year under report.

2. As per available information, no application has been filed against the Company under the Insolvency and Bankruptcy Code, 2016 nor any proceedings thereunder is pending as on 31.03.2025.

Your directors take this opportunity to thank the clients, shareholders, financial institutions, stock exchanges, SEBI, National Securities Depository Limited, Central Depository Services (India) Limited and other government and regulatory agencies for their consistent support and encouragement to the Company.

We also place on record our sincere appreciation to all the members of SFSL family including our employees and authorized persons for their hard work, support and commitment. Your Board recognizes and appreciates the contributions made by all employees at all levels that ensure sustained performance in a challenging environment.