Tokyo Finance Ltd

Review of Operations

The Company recorded a gross turnover of Rs.77.96 lakhs, increased from Rs.69.84 lakhs of the previous Financial Year. The Company has stood at net profit of Rs. 108.76 lakhs against of net profit of Rs. 12.36 lakhs of previous year.

Deposits

Your Company has not accepted deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Dividend

Material changes and commitments, if any, affect ting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the Report

There are no material changes affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

Details of application made or proceeding pending under Insolvency and Bankruptcy Code 2016

During the year under review, there were no applications made or proceeding pending under Insolvency and Bankruptcy Code, 2016.

Details of difference between valuation amount on one time settlement and valuation while availing loan from banks and financial institutions.

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

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Auditors and Auditors' Report A. Statutory Auditors

Pursuant to t he provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014 , as amended from time to time, M/s. U B G & Co., Chartered Accountant, (Firm Registration No. 141076W), were appointed as statutory auditors from 1st September, 2022 and then regularized his appointment in the Twenty-Eighth AGM till the conclusion of Thirty Third Annual general Meeting for the period of 5 years, subject to the ratification of their appointment at every AGM, if required under law.

In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

B. Secretarial Auditor

The Board has appointed Mr. Virendra Bhatt, Practicing Company Secretary, (M. No.: 1157) as Secretarial Auditor according to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for Financial year 2024-25.

The Secretarial Audit Report for the financial year 2023-24 is attached herewith as Annexure 1 signed by Mr.Virendra Bhatt.

The Secretarial Audit Report for the financial year ended 31st March, 2024 contains certain Qualifications Clarification provided by the board It was inadvertently escaped the compliance. The Company will take a note of the same in the future and the management of the Company assure you to comply all the provisions of the applicable law in true spirit in future and is under process of making all the default good.

C. Internal Auditor

Pursuant to Section 138 of the Companies Act 2013, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors. In line with this requirement, the Board of Directors has appointed Mr. Rahul Chincholkar Partner of R. C. K. & Co. Cost Accountants FRN:002587 as Internal Auditor of the Company for the financial year 2024-25

He has submitted Internal Audit Report for the financial year 2023-24 to the Board. No major audit observations were observed during the Internal Audit.

Extract of the Annual Return

The Companies (Amendment) Act, 2017 (“Amendment Act, 2017”), which was published in the Official Gazette on 03.01.2018, Form MGT-9 omitted from Annual Return and draft MGT-7 has been placed on website of the Company: www.tokyofinance.in

Conservation of energy, technology absorption and foreign exchange earnings and outgoCompany is not in any activities which entail the energy and technology consumption and there was no Foreign Exchange earnings and outgo in the company during the financial year.

Directors

A. Changes in Directors and Key Managerial Personnel

B. Declaration by an Independent Director(s) and re- appointment

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms & conditions for the appointment of Independent Directors are available on the website of the Company www.tokyofinance.in

C. Formal Annual Evaluation

Schedule IV to the Companies Act, 2013, 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 Board has carried out an annual performance evaluation of its own performance, that of its Committees and the Directors individually. Mr. Chimanlal Andarjibhai Kutchhi, Independent director (Non-executive director) has completed his two terms and cannot re-appointed and Mrs. Kinnari Sunny Charla was appointed as an additional director as on 2nd September, 2024 and will be regularized as Independent director (Non-executive director) from 30th September, 2024 subject to approval of members.

D. Criteria for performance evaluation of Independent Directors and the Board

a. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Company's Policy.

b. A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person are satisfactory for the position.

c. The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.

E. Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) They 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 the same period;

c) 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;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls in the company that are adequate and were operating effectively.

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

F. BUSINESS OUTLOOK

The robust economic growth, which the RBI Governor predicts will push India's growth rate to 7.2 percent in the current financial year, is expected to fuel strong credit demand and support the NBFC sector's profitability. This growth, coupled with current regulatory measures, will help mitigate the risk of rising credit costs on profitability.

NBFCs have demonstrated strong financial health, similar to the banking sector. As of the end of March 2024, the gross non -performing assets (GNPAs) of both scheduled commercial banks (SCBs) and NBFCs were below 3 per cent of total advances. Provisional data shows that the GNPA ratio for NBFCs stood at 2.5 per cent at the end of March 2024.

Meetings A. Board Meeting

During the year Board of Directors met 6 times to discuss various matters, presence of each director and there directorship and membership in other public company is provided below. During the year 4 audit committee meeting were convened and held.

(1) Excludes directorships in Private Limited Companies, Foreign Companies and Section 8 Companies.

(2) This includes only Chairmanships/Memberships of the Audit Committee and Stakeholders Relationship Committee of all listed and unlisted public limited companies as per Regulation 26 of the SEBI Listing Regulations.

The draft of the minutes prepared by the Company is circulated among the Directors for their comment/ suggestion and finally after incorporating their views, final minutes are recorded in the minute's books. Post meeting, important decisions taken are communicated to the concerned officials and departments for the effective implementation of the same.

B. Independent Directors' Meeting

As per the requirement of Schedule IV to the Companies Act, 2013, the Independent Directors of the Company met on 15th June, 2023, inter alia to:

a. Review the performance of the non- Independent Directors and the Board of Directors as a whole;

b. Review the performance of the Chairperson of the Company; taking into account the views of the Executive Directors.

c. Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Committees of Board

Board has three committees to attend various matters provided by the law i.e. Audit Committee Nomination & Remuneration Committee & Stakeholder Relationship Committee. Except Stakeholder Relationship Committee other committees consists entirely of independent directors.

Vigil Mechanism

Your Company has a well-defined “Whistle Blower Policy” and has established Vigil Mechanism to provide for adequate safeguards against victimization and has also made provisions for direct access to the Chairman of Audit Committee in appropriate cases. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.tokyofinance.in

Sexual Harassment of Women at Workplace

The Company has adopted policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints. The Company has not received any complaint under this policy during the year 2023-24.

Corporate Social Responsibility (CSR)

Your company does not fall under the purview of Corporate Social Responsibility during the period under review, but your Company is keen to help the society whenever required.

Related Party Transactions (RPT's)

All Related Party Transactions (RPTs) entered by the Company during the year under review, were on arms' length basis and in the ordinary course of business and did not attract provisions of section 188 of the Act. During the FY 2023-24, as required under section 177 of the Act, all RPTs were approved by the Audit Committee and the Company has not entered into any transactions with Related Parties which are not in its ordinary course of business or not on an arm's length basis and which require disclosure in this Report in terms of the provisions of Section 188(1) of the Act. A statement on “Related Party Disclosures” showing the disclosure of transactions with related parties as required under Indian Accounting Standard 24 (Ind AS 24) issued by Institute of Chartered Accountants of India, read with the Companies (Indian Accounting standards) Rules, 2015, are given in the Notes to the Financial Statement.

Particulars of Loans, Guarantees or Investments

Pursuant to Section 186(11) of the Companies Act, 2013, the provisions of Section 186(4) of the Companies Act, 2013 requiring disclosure in the financial statements of the full particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security is not applicable to a non-banking financial company registered under Chapter III of the Reserve Bank of India Act, 1934 and whose principal business is acquisition of securities.

Listing with Stock Exchange

Company is listed with Bombay Stock Exchange Ltd. Stock Code of the company is 531644 and ISIN Number for NSDL/CDSL (Dematerialized shares) is INE546D01018. Company confirms that it has paid the Annual Listing Fees for the year 2023-24.

Dematerialization of Shares

87.23% of the company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2024. The Company's Registrar is Link Intime India Pvt. Ltd., situated at C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai - 400083. Phone No. 28515644/ 28515606. Website: www.linkintime.co.in, email ID: rnt.helpdesk@linkintime.co.in

Particular of Employees

Disclosure of Remuneration under Section 197(12) of the Companies Act, 2013 Read With Rule 5(1) Of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

A. The information required pursuant to Section 197(12) of the Companies Act, 2013 read with rules made there under, as amended from time to time

The median remuneration of employees was Rs.2,82,750/- in financial year 2023-24. There were changes -2.27% to -2.70% in MRE in financial year 2023-24.

Number of permanent employees on the rolls of Company was 7 employees as on 31.03.2024

There was no change in aggregate remuneration of the non-managerial employees as well as remuneration to any of Whole Time Director or Managing Director during the year 2023-24.

B. Information as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016:

Swagata Indulkar, Kalpana Ghate, Amay Subhash Kochar, Bhavya Bipin Furia, Nisha Chetan Shah, Sakharam D Khade

No employees during the financial year were covered under the provisions of Rule 5(2) (i), (ii) & (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A). Remuneration to Managing Director, Whole-time Directors and/or Manager

(Rs. In Lacs)

B) Remuneration to other Directors : None

C). Remuneration To Key Managerial Personnel Other Than MD/Manager/WTD :

(Rs. In Lacs)

(Amt in Lacs)

Business Risk Management

The main identified risks at the Company are commercial risks, legal & regulatory risk. Your Company has established a comprehensive risk management policy to ensure that risk to the Company's continued existence as a going concern and to its development are identified and addressed on timely basis. Risk management strategy as approved by the board of directors is implemented by the company management.

Acknowledgement

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers. Your Directors are thankful to the shareholders for their continued support and confidence.