Ceejay Finance Ltd

#DRStart#

Your Directors are pleased to present their Thirty First (31) Annual Report together with the Audited Financial Statements of the Company for the financial year ended 31st March, 2024.

Total revenue including income from operations and other income increased to Rs 2091.95 Lakhs in the current year from Rs1986.68 Lakhs in the previous year. The total expenses increased to Rs 1203.65 Lakhs in the current year from Rs 1102.31 Lakhs in the previous year, mainly due to increase in finance cost and other expenses. The finance cost increased to Rs 340.93 Lakhs in the current year from Rs 332.93 Lakhs in the previous year due to increase in borrowing cost. Accordingly, the profit before tax increased to Rs 888.3 Lakhs in the current year from Rs 884.37 Lakhs in the previous year. After providing tax of Rs 231.09 Lakhs in the current year (Rs 199.89 in the previous year) profit after tax decreased to Rs 657.21Lakhs from Rs 684.48 Lakhs in the previous year.

The total disbursement made in the current year Rs 6939.32 Lakhs as compared to Rs 6628.00 Lakhs in previous year. The Company's strategy to focus for the business in smaller places and specialization in two/three wheeler segment/used four wheelers has remained unchanged. Hypothecation/loan stock of the Company has increased to Rs 8216.82 Lakhs in current year from Rs 7987.71 Lakhs in the previous year.

The assets of the Company are properly and adequately insured and recoveries are at satisfactory level.

The Board is pleased to recommend dividend at the rate of Rs1.20/- (@ 12%) per equity share of Rs10/- each for the financial year ended 31^st March, 2024, on the paid up equity share capital of the Company. The dividend, if approved by the members, will be paid to members eligible as on the record date, within the period stipulated under the Companies Act, 2013.

If declared, the total amount outflow on account of dividend will be Rs 41.40 Lakhs subject to deduction of TDS as applicable.

The Company has transferred Rs 500.00 Lakhs to General Reserve and Rs 131.44 to Statutory Reserve during the year.

The total unclaimed dividend as on 31^st March, 2024 was Rs16.97 Lakhs. Unpaid/Unclaimed dividend of Rs3.34 Lakhs for the financial year 2015-16 has been transferred to the Investor Education and Protection Fund (IEPF) during the year.

Pursuant to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, 12975 equity shares have been transferred to Investor Education and Protection Fund during the year. The Company has duly complied with relevant applicable provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. The details of the unpaid and unclaimed dividend are uploaded at Company and IEPF Website (www.iepf.gov.in). The Board has appointed Company Secretary and Compliance Officer as Nodal Officer to co-ordinate with IEPF Authority and the Contact details of the same are available at Company's website (www.ceejayfinance.com).

The Company does not have any Subsidiary Companies, Associate Companies or Joint Venture Companies during the year under review.

There has been no change in the authorised, issued, subscribed and paid-up Share Capital of the Company during the year under review.

Your Company continues to operate in the single business segment as that of previous year and there is no change in the nature of the business.

No material changes and commitments have occurred after the close of the financial year till the date of this report, which affect or is likely to affect the financial position of the Company.

No orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operation in future.

There have been no instances of fraud reported by the statutory auditors under Section 143(12) of the Act and rules framed thereunder.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and rules made thereunder, the Annual Return as on 31^st March, 2024 is available on the website of the Company at www.ceejayfinance.com.

Global growth is projected to stay at 3.1 percent in 2024 and rise to 3.2 percent in 2025. Elevated central bank rates to fight inflation and a withdrawal of fiscal support amid high debt weigh on economic activity. Inflation is falling faster than expected in most regions, amid unwinding supply-side issues and restrictive monetary policy. Global headline inflation is expected to fall to 5.8 percent in 2024 and 4.4 percent in 2025 with the 2025 forecast having been revised down.

The baseline forecast is for the world economy to continue growing at 3.2 percent during 2024 and 2025, at the same pace as in 2023. A slight acceleration for advanced economies where growth is expected to rise from 1.6 percent in 2023 to 1.7 percent in 2024 and 1.8 percent in 2025 will be offset by a modest slowdown in emerging market and developing economies from 4.3 percent in 2023 to 4.2 percent in both 2024 and 2025. The forecast for global growth five years from now at 3.1 percent is at its lowest in decades. Global inflation is forecast to decline steadily from 6.8 percent in 2023 to 5.9 percent in 2024 and 4.5 percent in 2025 with advanced economies returning to their inflation targets sooner than emerging market and developing economies. Core inflation is generally projected to decline more gradually. The global economy has been surprisingly resilient, despite significant central bank interest rate hikes to restore price stability. (Source: IMF World Economic Outlook -April, 2024 and January, 2024).

India's economy carried forward the momentum it built in FY23 into FY24 despite a gamut of global and external challenges. The focus on maintaining macroeconomic stability ensured that these challenges had minimal impact on India's economy. As a result, India's real GDP grew by 8.2 per cent in FY24, posting growth of over 7 per cent for a third consecutive year, driven by stable consumption demand and steadily improving investment demand. On the supply side, gross value added (GVA) at 2011-12 prices grew by 7.2 per cent in FY24, with growth remaining broad-based. Net taxes at constant (2011-12) prices grew by 19.1 per cent in FY24, aided by reasonably strong tax growth, both at the centre and state levels and rationalisation of subsidy expenditure. This led to the difference between GDP and GVA growth in FY24.

The Indian economy recovered swiftly from the pandemic, with its real GDP in FY24 being 20 per cent higher than the pre-COVID, FY20 levels. This meant a CAGR of 4.6 per cent from FY20, despite a 5.8 per cent decline in FY21 inflicted by the pandemic. Analysis in this chapter shows that the current GDP level is close to the pre-pandemic trajectory in Q4FY24. During the decade ending FY20, India grew at an average annual rate of 6.6 per cent, more or less reflecting the long run growth prospects of the economy. This is the background against which we can see the prospects for FY25.

The structural reforms undertaken by the Government of India over the course of the last decade have put the economy firmly on a growth path, India is soon set to become the third largest economy in the world, following the US and China. In April 2024 World Economic Outlook, the IMF has raised India's growth forecast for 2024-25 to 6.8 per cent from 6.5 per cent on the back of strong domestic demand and a rising working-age population, making India the fastest-growing G20 economy. It is in line with expectations for economic growth, India has graduated from being a low-income country to a low-middle-income country. (Source: Economic Survey 2023-24).

In the recent decade, Non-Banking Financial Companies (NBFCs) have emerged as one of the principal institutions in providing credit financing to the unorganized underserved sector. NBFCs continue to leverage their superior understanding of regional dynamics and customized products and services to expedite financial inclusion in India. NBFCs have a systematically important role in the Indian financial system. They provide a means of financial inclusion for those who do not have easy access to credit. NBFCs have not only revolutionized the way the lending system operates in India over the last decade, but they have also merged digitization and technology to provide customers with a quick and convenient financing experience. Thus, accessing the large untapped demographic of the Indian subcontinent and setting the way for economic prosperity.

Focusing on the low-income groups and untapped segments of the society, the NBFCs provide a plethora of services, including MSME financing, Home Finance, Microfinance, Gold loan and other retail segments. With small-ticket loan forming the major chunk of the business, NBFCs have further integrated with Fintech and developed newer products of the technological age. Leveraging on the hybrid model of physical and digital delivery, NBFCs have unlocked vast opportunities for the decades to come. The Government has also shown major focus towards the development of these NBFCs and have been working on governance measures to strengthen the systemic importance of the NBFCs. Given the increasing importance of NBFCs, the RBI, in the last few years, has increased its regulatory oversight over the sector.

The Company is expecting good opportunities in the upcoming financial year. it has witnessed considerable growth in the last few years and is now being recognized as complementary to the banking sector due to implementation of innovative marketing strategies, introduction of tailor-made products, customer-oriented services, attractive rates of return on deposits and simplified procedures, etc.

The Government is encouraging banks to use the co-origination model of financing to address the needs of the Micro, Small and Medium Enterprises (MSME) in the country, especially in smaller towns. The Reserve Bank of India (RBI) revised the co-lending scheme to provide greater operational flexibility to lenders with an aim to improve credit flow to the unserved and underserved sector of the economy. This helps flow of credit at a lower cost to a wider market. The Reserve Bank of India's (RBI)'s decision to enable banks and NBFCs (including HFCs) to co-lend is crucial to the progress of NBFCs in India. This has allowed banks and NBFCs to leverage their respective strengths and offer better lending options to the economically weaker sections. Co-lending is an important tool to increase the microfinance, MSME and affordable housing portfolio, a win-win situation for both banks and NBFCs. Co-lending is anticipated to boost NBFCs' performance as better loan originators, allowing them to reach a broader audience and provide a better customer care experience. While banks have greater liquidity, NBFCs have better reach and origination capabilities. Co-lending, which was developed as a means of increasing liquidity, has opened up new opportunities for NBFCs to expand and succeed.

Unanticipated changes in regulatory norms: The appropriate supervision and regulation of NBFC sector is a prerequisite for India's overall financial development. Non-bank lenders' regulatory structure has been changing over time to ensure prudent supervision and regulation. However, unexpected regulatory changes and restrictions, may increase compliance costs and adversely impact the way current products or services are produced or delivered.

Technology disruption: In India, the NBFC business is undergoing rapid technological development. Technology-based innovation has become essential to the Company's success. It has become critical to stay on top of the competition when it comes to new generation digital innovations. The potential of disruptions induced by developing technologies, however, always remain.

Liquidity squeeze: NBFCs rely on external funding to fulfill the financing needs of their customers. A liquidity crunch arising from reduced loan recovery, external funding or other unforeseen events could adversely impact the loan disbursement cycle of the NBFCs leading to subdued performance.

Global economic slowdown: The global scenario is as complex as it is uncertain. A global economic downturn might be disastrous for emerging economies. Erratic capital flows, currency volatility, migration restrictions, and global trade barriers might all have adverse impacts on the productivity and business of the NBFC sector.

Global geopolitical crises: India being an emerging global economy, faces notable risks due to global relations. A shift in developed and emerging countries' interest rates, policies and protectionism along with trade and capital market conditions may hamper businesses locally. Geopolitical and trade tensions in the global market post further risk to the Indian NBFC industry.

The Company operates in single business segment i.e. NBFC/Finance. CEEJAY Finance intends to continue its focus on serving the informal segment in the rural and semi-urban areas and scale up business by deepening the penetration levels of existing branch network to reach more unorganized enterprises in the rural and semi-urban areas. CEEJAY Finance would be selective in choosing the customer segments, after effective credit underwriting and enhanced risk management framework to maintain portfolio quality. On the liquidity front, we would continue to maintain higher than required liquidity during the early part of the year. We would take every step into the coming year cautiously. Protecting the portfolio, ensuring safety of our employees, containing cost and improving efficiency would be our key focus areas for the coming months till the environment becomes clear.

The Company's significant share of revenue comes from two wheeler finance in rural area. The thrust on rural and infrastructure sectors by the government could rejuvenate rural demand and also crowd in private investment. We continue to focus on two wheeler and Second-hand four wheeler Vehicle financing and we adopt such business models which generates required return on assets and the quality portfolio.

Our mission is to be sound NBFC among regional players in terms of product offerings, technology, service levels, risk management and audit and compliance etc. The objective is to continue building sound customer /franchises across distinct businesses so as to be a preferred provider of NBFC services for its target retail and customer segments, and to achieve a healthy growth in profitability, consistent with the Company's risk appetite.

The Company's range of retail financial products and excellent services and branches network is fairly exhaustive to meet up the coming challenges. The objective is continuing to build sound customer/dealer friendly atmosphere to achieve healthy growth in profitability, consistent with Company's risk appetite. The Company also emphasizes to develop innovative products and services that attract its Customers, Increase its market share as NBFC and financial services industry by following a disciplined growth strategy focusing on balancing quality and volume growth while delivering high quality customer service, maintain reasonably good standards for asset quality through disciplined credit risk management; and continue to develop products and services that reduce its cost of funds; and Focus on healthy earnings growth with low volatility. Our Company growth is more important especially looking to the concentration in rural area for the business. The Company grew its retail assets portfolio in a well-balanced manner focusing on both returns as well as risk. Company intends to follow conservative view in the coming years. Company also expects continuous threats to small/medium Company like us, from global/giant players in the retail finance market especially with large size/volume, lower rate of interest and ability to sustain in the market is inevitable for the Company to sustain in the market. Overall, in spite of various pros and cons your Company has demonstrated outstanding achievement in terms of earned valued and well-built market presence. Your Company is cash rich, has better liquidity, improved working capital and it has shown its readiness to accept market challenges. All of these are signs of strong fundamentals which the Company has been able to establish with the help of batter and professional management support. The main growth drivers for the Company is Unique value proposition, Regional outreach, Deep understanding of the customer segment, Customized product offerings, Availability of capital, Leveraging technology, Co-lending arrangements and Risk management.

The future of Non-Banking Financial Companies (NBFCs) in India appears to be positive, with the sector striving for continued growth and innovation in the years ahead. NBFCs have become an important part of the financial services landscape in India, serving as a critical source of credit for individuals and businesses that are underserved by traditional banks. One of the key factors driving the growth of NBFCs in India is the increasing demand for financial services in the country.

Post-pandemic, the growth of various sectors has declined while NBFCs still attracted people and surged them with their accessible and affordable financial services. The proactive RBI modifications have been a major factor in harmonising NBFCs with banking sector regulation, making it easy and protecting the interests of the client. (Source: IBEF).

NBFCs have also taken various steps to navigate through the pandemic induced headwinds, stricter and strengthened underwriting norms, use of alternate data sources for underwriting, quickening the pace of digitalisation through use of UPI handles, Bots, IVR's, strengthening of collection teams and focus on safer asset classes amongst others.

The aforementioned measures, coupled with greater focus on asset quality, digitalisation across customer lifecycle, co-lending partnerships, effective utilisation of structured financing and strengthening of capital base amongst others will hold NBFC's in good stead as they navigate towards a more benign economic environment that is expected in the latter part of fiscal 2024 and beyond.

NBFCs have come a long way in terms of their scale and diversity of operations. They now play a critical role in financial intermediation and promoting inclusive growth by providing last-mile access of financial services to meet the diversified financial needs of less-banked customers. Over the years, the segment has grown rapidly, with a few of the large NBFCs becoming comparable in size to some of the private sector banks. The sector has also seen advent of many non-traditional players leveraging technology to adopt tech-based innovative business models.

Managing risk is fundamental for ensuring sustained profitability and stability of an organisation. Risk management is the process of identifying, assessing, and controlling threats to an organisation's capital and earnings and focuses on proactive approach to manage both existing and emerging risks. The Company views risk management as one of its core competencies and endeavors to ensure that risks are identified, assessed, and managed in a timely manner. The Company risk management framework aligns risk and capital management to business strategies; aims to protect its financial strength and reputation; and ensures support to business activities for adding value to customers while creating sustainable shareholder value.

In its pursuit of creating value for stakeholders through sustainable business growth Company has put in place a robust risk management framework to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. Given the nature of the business the company is engaged in, the risk framework recognizes that there is uncertainty in creating and sustaining such value as well as in identifying opportunities. Risk management is therefore made an integral part of the company's operations. Your Company is exposed to various risks that are an inherent part of any financial service business. Traditionally, credit, operational and liquidity risks have always been seen as the top tier risks. The Company's risk management framework is well dimensioned and managed based on a clear understanding of various risks, disciplined risk assessment, measurement procedures and continuous monitoring. The Board of Directors has oversight on all risks assumed by the Company and to facilitate focused oversight of the risks identified. These risks have the potential of impacting the financial strength, operations and reputation of your Company. Keeping this in mind, your Company has a Risk Management Framework in place. The effectiveness of this framework is supervised periodically. Your company is committed towards creating an environment of increased risk awareness at all levels. It also aims at constantly upgrading the appropriate security measures, including cyber security measures, to ensure avoidance and mitigation of various risks and achieve an optimised balance of return for the risk assumed, while remaining within acceptable risk levels. Your Company conducts stress tests to assess the resilience of its Balance Sheet. This also helps to provide insights to the Management to understand the nature and extent of vulnerabilities, quantify the impact and develop plausible business-as-usual mitigating actions. The market witnessed substantial turbulence in the previous year, stemming from multiple sources impacting the industry. However, as your Company has been fundamentally built on the principle of sound risk management practices, it has successfully weathered the market turbulence and continues to remain resilient.

The Central Bank has been tightening regulations to manage the risk in the sector and has been proposing higher capital and provisioning requirements. It has also been stressing on higher disclosures to safeguard public money and prevent systemic shocks. In addition, the RBI has taken rapid preventive actions in addressing specific issues to manage systemic risk. It is expected that RBI will continue to monitor the activity and performance of the NBFC sector with a focus on major entities and their inter-linkages with other sectors to maintain financial stability in the short, medium and long-term.

Your Company has comprehensive Risk Management System towards identification and evaluation of all potential business risks. Management has developed Risk Management Plan and reviews its implementation regularly. The Company is exposed to external and internal risk associated with its business. To counter these risks, the Company continues to broaden its product portfolio, increase customer profile and geographic reach. Taking on various types of risk is integral to the NBFC business. Sound risk management and balancing risk reward trade-offs are critical to a Company's success. Business and revenue growth have therefore to be weighed in the context of the risks implicit in the Company's business strategy. Of the various types of risks your Company is exposed to, the most important are credit risk, credit concentration risk, market risk, business risk, strategic risk, interest rate risk, model risk, technology risk including liquidity risk price risk and operational risk. The identification, measurement, monitoring and management of risks accordingly remain a key focus area for the Company. For credit risk, appropriate distinct policies and processes are in place for the retail businesses. Overall portfolio diversification and reviews also facilitate mitigation and management. Especially a small capital based Company faces multiple problems due to poor recovery systems. The specific NPA provisions that the Company has made continue to be more conservative than the regulatory requirements. This will help the Company to maintain high standards for assets quality through disciplined credit risk management. The Company has strength as being the pioneer in the two wheeler vehicles financing sector in Gujarat/Maharashtra, Oldest NBFC since last 26 years, sound financial position since inception, a well-defined and scalable organisation structure, strong financial track record with low Non Performing Assets (NPAs), Experienced and stable management team, strong relationships with public, private as well as banks, fast Procedure. However, your Company is facing the threat of, small organisation structure, availability of cheaper fund, competition with large NBFC's/Banks, direct manufacturer involvement in finance business and rain fall affecting rural area. Regulatory restrictions - continuously evolving Government regulations and uncertain economic and political environment may impact operations.

Your Company continued to focus on managing cash efficiently and ensured that it had adequate levels of liquidity apart from back-up lines of credit to support business requirement and near term liability maturity. Further, Capital Adequacy (capital as a % of total advances) is quite comfortable at around 66.49 %, well above regulatory minimum of 15%.

Also, CEEJAY has healthy internal controls system in place, driven through various procedures and policies which are reviewed and tested periodically, across processes, units and functions. CEEJAY teams have an eye on the market; have inbuilt processes to identify the existing and probable risks and to mitigate identified risks. Senior management also monitors the mitigating measures. The Company has various committees which are designed to review and oversee critical aspects of Company's operations.

As on 31^st March, 2024 hypothecation/loan stock of the Company was Rs 8216.82 Lakhs in the current year against Rs 7987.71 Lakhs in the previous year. The Company has made impairment loss allowance of Rs 293.31 Lakhs during the year. However, there is positive impairment of financial instrument of Rs 53.10 Lakhs.The total disbursement made in the current year Rs 6939.32 Lakhs as compared to Rs 6628.00 Lakhs in previous year.

Your Company's Capital Adequacy Ratio (CAR) stood at 66.49 %well above the regulatory minimum of 15%. The revised Guidelines issued by R.B.I for recognition of Income, asset classification, Investment accounting, provision for non-performing assets and capital adequacy have been followed by your Company. The Company has also made the provision for non-performing assets in case of sub-standard, doubtful and loss assets as per R.B.I. guidelines.

The Company has followed the same Accounting Standard as prescribed in preparation of Financial Statements and the Company has complied with the applicable norms and standards laid down by the RBI.

CAUTIONARY NOTE Certain statements in this Report may be forward-looking and are stated as may be required by applicable laws and regulations. Actual results may vary from those expressed or implied, depending upon economic conditions, Government policies, regulations, tax laws, other statutes and other incidental/related factors.

Cost of funds for retail-focused NBFCs, which remained high at 10%-12%, is likely to increase during the year. As mentioned earlier, Company is in constant search to avail cheaper fund to reduce our cost of funds. The cash credit limit of the Company has decreased from Rs 1780 Lakhs to Rs 1500.00 Lakhs with the Banks during the year under review.

The Company has discontinued accepting or renewing fresh deposits, therefore there no outstanding fixed deposit as on date. Inter Corporate Deposit (received) Increased to Rs 1650.00Lakhs in the current year from

Rs 475.00 Lakhs in previous year.

During the year there was no change in rating as assigned CARE BBB-Stable / CARE A3 (Triple B Minus; Outlook: Stable / A Three) by CARE Ratings Limited for Long Term / Short Term Bank Facilities of the Company from Banks.

The Company has not accepted any deposits from the public within the meaning of provision of Non-Banking Financial Companies acceptance of public deposits (Reserve Banks) Direction, 1998.

As reported earlier, the Company has discontinued accepting or renewing fresh/existing fixed deposits. At the close of the year, no amount remained unclaimed or unpaid. The Company does not have any claimed but unpaid deposits.

Mr. Shaileshkumar Patel (DIN: 00081127), Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Board of Directors of the Company hereby confirms/declares that all the Independent Directors duly appointed by the Company have submitted declarations and they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

Mr. Deepak Patel, Managing Director, Mr. Devang Shah, Chief Financial Officer and Mr. Kamlesh Upadhyaya, Company Secretary are the Key Managerial Personnel of the Company as on 31st March, 2024.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013 and not debarred or disqualified by the SEBI / Ministry of Corporate Affairs or any such statutory authority from being appointed or continuing as Director of the Company or any other Company where such Director holds such position in terms of Regulation 34(3) and Clause 10(i) of Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Four meetings of the Board of Directors of the Company were held during the financial year. The meetings' details are provided in the Corporate Governance Report, which is a part of this Report.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of clause (c) of sub-Section (3) of Section 134 of the Companies Act, 2013, which states that-

(a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(b) 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 at the end of the financial year and of the profit of the Company for that period;

(c) the Directors have 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 have prepared the Annual Accounts on a going concern basis;

(e) 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

(f) 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.

The Company has been following the principles and practices of good Corporate Governance and has ensured compliance of the requirements stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per SEBI Listing Regulations, a detailed Report on Corporate Governance along with the Certificate thereon issued by Secretarial Auditors of the Company form part of the Board's Report.

The Company has complied with applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

Pursuant to the provisions of listing agreement with stock exchanges, the equity shares of the Company are listed on BSE Limited and annual listing fees has been paid to the said Stock Exchange for the financial year 2024-25.

Your Company has established electronic connectivity with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the compulsory dematerialization of Company's equity shares on stock exchanges, members are requested to dematerialize the shares on either of the depositories as aforesaid.

The Board would like to bring to your notice that in terms of amended Regulation 40 of the SEBI [LODR]

Regulations, 2015 vide notification dated 8th June, 2018 and in terms of Circular of BSE Limited dated 5th July, 2018, effective from December 5, 2018 including amendments from time to time, all shares which are lodged for transfer shall be transferred in dematerialized form only. Hence those members who have yet not dematerialized their shares are hereby requested to dematerialize the same as early as possible.

In terms of the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, M/s. Vipinchandra C. Shah & Co., Chartered Accountants, was appointed as Internal Auditors of the Company for the financial year 2023-24, who regularly carries out the Internal Audit of the Company.

All Audit Reports are regularly placed before the Audit Committee at Committees' meetings. After providing due explanations, the Company adopts the final suggestions and necessary effects are given in accounting process and system of the Company. There are no qualifications, reservations or adverse remarks or disclaimer made by the Internal Auditors in their Reports.

The Company had appointed M/s. Kantilal Patel & Co., (Firm Registration No. 104744W), Chartered Accountants, as Statutory Auditors of the Company at the 29^th Annual General Meeting till the conclusion of 34^th Annual General Meeting in compliance with the provision of Section 139[1] of the Companies Act, 2013.

The Report given by the Auditors on the financial statement of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer made by the Auditors in their Report.

M/s. Alpesh Vekariya & Associates, Company Secretaries, was appointed as Secretarial Auditor of the Company for the financial year 2023-24.

In accordance with Section 204 of the Companies Act, 2013 read with Rules made thereunder and Regulation 24A of the SEBI Listing Regulations, the Report given by the Secretarial Auditors form part of this Report. There has been no qualification, reservation, adverse remark or disclaimer made by the Secretarial Auditors in their Report.

Company's CSR initiatives and activities are aligned to the requirements of Section 135 of the Act and rules made thereunder.The CSR Policy of the Company as approved by the Board on the recommendation of the CSR Committee is available on the website of the Company at www.ceejayfinance.com.

The Annual Report on CSR Activities undertaken by the Company during the financial year 2023-24 is annexed as Annexure-A and forms part of this Report.The details pertaining the CSR Committee and meetings are provided in the Corporate Governance Report, which is a part of this Report.

The role and responsibilities, Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Directors and other related matters are in conformity with the requirements of the Companies Act, 2013 and SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015. The details pertaining to the composition and meetings of the Nomination and Remuneration Committee are included in the Corporate Governance Report, which is a part of this Report.

The scope of Audit Committee is in accordance with the Companies Act, 2013 and SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015. The details pertaining to the composition and meetings of the Audit Committee are included in the Corporate Governance Report, which is a part of this Report.

The Company has constituted the Stakeholders Relationship Committee in accordance with the Companies Act, 2013 and SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015.The details pertaining to the composition, functions and meetings of the Stakeholders Relationship Committee are included in the Corporate Governance Report, which is a part of this Report.

A detailed exercise for evaluation of the performance of the Board, its various Committees and also the performance of individual Directors pursuant to the provisions of the Act and SEBI Listing Regulations was carried out by the Board by way of structured questionnaire and Directors were satisfied with the evaluation process. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Independent Director being evaluated. The Directors expressed their satisfaction with the evaluation process. The performance of the Board and that of its Committees was evaluated on the basis of various parameters like adequacy of Composition, Board Culture, Execution and Performance of specific duties, Effectiveness of Board processes, Effectiveness of Committee meetings, Obligations and Governance etc. Whereas the evaluation of individual Directors and that of the Chairman of the Board was on the basis of various factors like their attendance, level of their engagement, their contribution, and independency of judgment, their contribution in safeguarding the interest of the Company and other relevant factors. The Board and Committees put sufficient efforts to safeguard the interest of the Company. The information relating to its terms of reference, number of meetings held and attendance etc. during the year under report are provided in Corporate Governance Report, which is a part of this Report.

The particulars of ratio of remuneration of Director, KMP and employees, more particularly described under Section 197(12) of the Companies Act,2013 and Rules 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in Annexure-B to this Report.

During the year under Report, there were no Employees covered by Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company being NBFC registered with Reserve Bank of India (RBI) with principal business as loan Company, the provisions of Section 186 except sub Section (1) of the Companies Act, 2013 are not applicable to it. Hence, no particulars thereof as envisaged under Section 134(3)(g) of the Act are covered in this Report.

Not Applicable

None of the transactions with related parties fall under the scope of Section 188(1) of the Companies Act, 2013. Accordingly, the disclosure is not applicable to the Company for financial year and hence does not form part of this Report. However, other related party transactions not covered above are disclosed in the Financial Statements.

As the Company is in finance and loan segment, the Company has no activities relating to conservation of energy or technology absorption. The Company has had no foreign exchange earnings or outgoes during the year under review.

The Company has zero tolerance for sexual harassment at workplace and the Company has, in place, a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has complied with the provision relating to the constitution of Internal Complaint Committee which are set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman / Managing Director of the Company. The following is a summary of sexual harassment complaints received and disposed of during the year:

(a) Number of complaints pending at the beginning of the year: Nil (b) Number of complaints received during the year: Nil (c) Number of complaints disposed off during the year: NA

(d) Number of cases pending at the end of the year: Nil

During the year under review, neither any application was made nor any proceedings were pending under Insolvency and Bankruptcy Code, 2016.

The Company has adopted a "Vigil Mechanism/Whistle Blower Policy". The Brief details of establishment of this policy are provided in the Corporate Governance Report, which is a part of this Report.

The Company was already having risk management system to identify, evaluate and minimize the business risks. The Company during the year had formalized the same by adopting Risk Management Policy. This policy intends to identify, evaluate monitor and minimize the identifiable risks in the organization.

Remuneration to Managing Director: The remuneration paid to Managing Director is recommended by the Nomination and Remuneration Committee and approved by Board of Directors and Shareholders of the Company. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

Remuneration to Non-ExecutiveDirectors: No fee/remuneration is being paid to the Non-Executive Directors.

The Code of Conduct for all Board members and Senior Management of the Company have been laid down and are being complied with in words and spirit. The compliance on declaration of code of Conduct signed by Managing Director of the Company is included as a part of this Annual Report.

In accordance with the 'Green Initiative', the Company has been sending the Annual Report/Notice of AGM in electronic mode to those Shareholders whose Email ids are registered with the Company and/or the Depository Participants. Your Directors are thankful to the Shareholders for actively participating in the Green Initiative.

The Directors would like to place on record their sincere appreciation to all the employees for their continued effort towards the growth of the Company and would also like to express their thanks to the Bankers, Shareholders and Customers for their support and contribution which enabled the Company to achieve its goals for the year. The Directors also thank the Government and concerned Government departments and agencies for their co-operation.