Your Directors have pleasure to present their Twenty Ninth Annual Report on the business and
operations of the Company along with the Audited Financial Statements for the financial year ended
on 31st March, 2024.

Financial Results

The Company’s financial performances for the year under review along with previous year’s figures
^a”^{S given here,mtlen} (Rs In Lakhs)

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

The Board of Directors thought it prudent not to recommend any Dividend for the financial year
ended 31 March, 2024. Dividend Distribustion policy is available on companies website
www.tokyofinance.in

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 Insol¬
vency 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 Of¬
ficial 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 outgo

Company 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

1) Mr. Haresh Velji Shah, Director of the Company, retires by rotation at the ensuing
Annual General Meeting and being eligible, has offered himself for re-appointment.

2) The term of Mr. Chinamlal Andarjibhai Kutchhi Independent Director (Non¬
Executive) will be expired on 30th September, 2024 as per Section 149(10) & (11)
and Regulation 25 (2) of SEBI (LODR) Regulation, 2015. Mrs. Kinnari Sunny
Charla will be appointed as Independent Director as on 30th September, 2024
subject to approval of Shareholders in ensuing AGM.

3) Company Secretary Mrs. Swagata Indulkar has resigned from the position of
Company Secretary as on 6th May 2024.

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 Regula
tion 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 ofthe 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 a nd 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
satisfac tory 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 ofthe Audit Committee and Stakeholders Relationship
Committee of all listed and unlisted public limited companies as per Regulation 26 ofthe 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 con
cerned 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

ofthe 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 par¬
ties 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

B) Remuneration to other Directors : None

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

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 contin¬
ued 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.

For and on Behalf of the Board of Directors

Sd/-

Velji L. Shah

Place : Mumbai Chairman & Managing Director

Date : 2nd September, 2024 DIN: 00007239