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Galada Finance Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 6.77 Cr. P/BV 1.17 Book Value (Rs.) 19.26
52 Week High/Low (Rs.) 30/15 FV/ML 10/1 P/E(X) 27.19
Bookclosure 21/09/2024 EPS (Rs.) 0.83 Div Yield (%) 0.00
Year End :2025-03 

Your Directors have pleasure in presenting their 39th Annual Report on the business and
operationsof the Company and the accounts for the Financial Year ended March 31st, 2025.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

DESCRIPTION

2024-2025

2023-2024

Total Income

1,75,55,230

1,57,87,036

Total Expenditure

1,45,70,855

1,17,79,882

Profit before tax

29,84,375

40,07,154

Tax

4,93,900

6,16,500

Profit after tax

24,90,475

33,90,654

Other Comprehensive Income (After Tax)

-38,933

4,62,647

Total Comprehensive Income

24,51,542

38,53,301

Earnings Per Share

0.83

1.13

The Financial Statements of the Company have been prepared in accordance with the Indian
Accounting Standards (Ind AS), notified under the Companies (Indian Accounting Standards) Rules,
2015 read with Section 133 and other relevant provisions of the Companies Act, 2013.

DIVIDEND

With a view to enhance the growth and business of the Company and in order to deal with the
uncertaineconomic environment, your directors aim to retain the resources of the Company.
Accordingly, they do not recommend any dividend for the Financial Year ended on March 31st,
2025.

RESERVES

Since the Company is a Non-Banking Financial Company ('NBFC') registered with the RBI, therefore
as per the requirement of Section 45IC of the RBI Act, 1934 the Company has transferred an
amount of Rs. 4,98,000/- in Statutory Reserve Fund. i.e. aggregating to 20% of its net profit for the
Financial Year 2024-25.

Further, your Board of Directors does not propose to transfer any amount to general reserves of the
Company.

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF
COMPANY'S AFFAIRS

Your Company is registered as a Non-Banking Financial Company (NBFC) pursuant to Certificate of
Registrationdated March 26th,1998 and 30th May 2023 issued by the Reserve Bank of India under
section 45IA of the Reserve Bank of India Act,1934

During the year under report, the Company extended credit facility to the tune of Rs. 809.50 lakhs.

The total income of the Company is at Rs. 175.55 lakhs during the year under review as against Rs.
157.87 lakhs in the previous financial year; and the company has gained a profit before tax of
Rs.29.84 lakhs during the year under review as compared to Profit of Rs.40.07 lakhs in the previous
financial year; The profit (loss) after tax and other comprehensive income during the year under
review is at Rs. 24.52 lakhs as compared to profit of Rs. 38.53 lakhs in the previous financial year.

INFORMATION REQUIRED UNDER NON-BANKING FINANCIAL COMPANIES ACCEPTANCE OF
PUBLIC DEPOSITS (RESERVE BANK) DIRECTIONS, 1998

There is no instance where the public deposit of the company have not been claimed by the
depositors or not paid by the company after the date on which the deposit became due for
repayment.

As such the total amount due under such accounts remaining unclaimed or unpaid beyondthe dates
referred to above was NIL.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no other significant change in the activities of the company. Your Company continues to
advance finance under the various categories as in previous years

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the
Company occurred between the end of the financial year to which this financial statements relate
and the date of this report

DETAILS OF 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 instances wherein significant and material orders passed by regulators or courts or
tribunals had impacted the going concern status and company's operations.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE
TO THE FINANCIAL STATEMENTS.

The Company's Internal Control System is designed to ensure operational efficiency, protection and
conservation of resources, accuracy and promptness in financial reporting and compliance with
laws and regulations. Adequate Internal Control Systems and checks are inplace, commensurate
with the size of the Company and nature of its business. The management exercises financial
control on the operations through a well-defined monitoring process and standard operating
procedures. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013
certifying the adequacy of Internal Financial Controls is annexed with the Auditors report

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company operates as a standalone entity and does not have any subsidiary, associate and joint
venturewithin the meaning of Section 2(87) and 2(6) of the Companies Act, 2013.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT.

As there are No subsidiaries, associates and joint venture companies, instances of reportingon their
performance and financial position does not arise.

DEPOSITS

Being a non-deposit taking Company, your Company has not accepted any deposits within the
meaning of the provisions of Master Direction - Non-Banking Financial Companies Acceptance of
Public Deposits (Reserve Bank) Directions, 2016 and provisions of the Companies Act, 2013 are not
applicable on the Company. Further, the Company shall not accept deposits from public without
obtaining prior approval from the RBI.

The details relating to deposits, covered under Chapter V of the Act,-

(a)

Accepted during the year including renewal of interest accrued
on renewal of existing deposits;

Nil

(b)

Remained unpaid or unclaimed as at the end of the year;

Nil

(c)

Whether there has been any default in repayment of deposits
orpayment of interest thereon during the year and if so,
number ofsuch cases and the total amount involved -

Nil

a. at the beginning of the year;

b. maximum during the year;

c. at the end of the year;

(d)

The details of deposits which are not in compliance with
therequirements of Chapter V of the Act;

Nil

Note: As on 31.03.2025 there is Rs. 144.97 lakhs exempted deposit from directors & Rs. 17.40 lakhs
inter corporate deposit.

STATUTORY AUDITORS

As per the provisions of Section 139 of the Act, M/s. Chandarana & Sanklecha, Chartered
Accountants, Chennai [Firm Registration No: 000557S], were appointed as Statutory Auditors of
your Company, to hold office until the conclusion of the 39th Annual General Meeting.

The tenure of the Statutory Auditor expires in the ensuing Annual General Meeting and the Board
proposes their reappointment for a period of another 5 years.

As required under Regulation 33 of the Listing Regulations, Statutory Auditors have confirmed that
they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered
Accountants of India.

There are no qualifications, reservations or adverse remarks made by Statutory Auditors, in their
Report.

Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of
Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs)' issued by RBI vide
DoS.CO.ARG/SEC.01/08.91.001/2021-22 dated 27/04/2021- *The Guidelines are not applicable
due to the company is Non-deposit NBFCs having asset size of less than Rs. 1000 crores shall have
the option to continue with the existing procedures.

AUDITOR'S REPORT

The Board of Directors wish to state that the Auditors' Report on the Audited Financial Statement of
the Company for the year ended 31st March 2025 do not contain any qualification, reservation or
adverse remark, so need not require any explanation or comment.

FRAUDS REPORTED BY THE AUDITOR

During the Year under review, no frauds were reported by the Auditor (Statutory Auditor,
Secretarial Auditor) to the Audit Committee/ Board.

SECRETARIAL AUDIT REPORT

The Board of Directors of the company had appointed AKB & Associates, Practicing Company
Secretaries represented by A. Ajay Kumar Bantia (Membership No. F10357/CP 13620), having
address at1st Floor No. 30, Raja Bather Street, T. Nagar Chennai- 600017. The Secretarial Audit
report issued by him is attached to this report as Annexure-"C”. As there are no qualifications,
reservation or adverse remark or disclaimer made by the Company secretary in whole time
practice in the secretarial audit report, the need for providing explanation or comments on the
same by the Board of Directors does not arise.

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the
Board at itsmeeting held on April 10, 2025, based on recommendation of the Audit Committee, and
has approved the appointment ofAKB & Associates, Practicing Company Secretaries represented by

A. Ajay Kumar Bantia (Membership No. F10357/CP 13620),as Secretarial Auditors of the Company
for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to
approval of the Members at the ensuing AGM.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the Financial Year 2024-25, your Company has complied with applicable Secretarial
Standards, namely SS-1 & SS-2 issued by the Institute of Company Secretaries of India

SHARE CAPITAL

• Issue of equity shares with differential rights

The Board of Directors wish to inform that there are no instance during the financial year
for issue of equity shares with differential rights as such the requirement for providing
details as provided in rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014
does not arise.

• Issue of sweat equity shares

The Board of Directors wish to inform that there are no instance during the financial year
forissue of sweat equity shares as such the requirement for providing details as provided in
Rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014 does not arise.

• Issue of employee stock options

The Board of Directors wish to inform that there are no instance during the financial year
forissue of employee stock options as such the requirement for providing details as
provided inrule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014 does not
arise.

CASH FLOW STATEMENT

In compliance with the provisions of Section 134 of Companies Act, 2013 and Regulation
34(2)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash
flow statement for the financial year ended March 31, 2025 forms part of this Annual Report.

PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY EMPLOYEES
OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES

The Board of Directors wish to inform that there are no instance during the financial year
wherethe company had made provision of money for purchase of its own shares by employees
or bytrustees for the benefit of employees as such the requirement for providing details as
providedin rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 does not arise

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, the Annualreturn as
per provisions of Section 92 (3) of the Companies Act, 2013 can be viewed on thewebsite of the
company www.galadafinance.in.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION& FOREIGN EXCHANGE
EARNINGS OUTGO:

A. Details of Conservation of Energy: NIL

I. Steps taken or impact on conservation of energy

II. Steps taken by the company for utilizing alternate sources of energy

III. Capital investment on energy conservation equipment

B. Technology Absorption: NIL

I. Efforts made towards technology absorption:

II. Benefits derived as a result of the above efforts:

III. In case of imported technology (imported during the last 3 years reckoned
fromthe beginning of the financial year):

a) Details of technology imported:

b) Year of import:

c) Whether the technology been fully absorbed:

d) If not fully absorbed, areas where absorption has not taken place, and the
reasons thereof:

IV. Expenditure incurred on Research and Development:

The Company has not incurred any cost towards undertaking R&D Activity during the period
under review.

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange earned in terms of actual inflows during the year: NIL
Foreign Exchange outgo during the year in terms of actual outflows: NIL

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility (CSR) which is applicable to every company having net
worth of rupees five hundred crore or more, or turnover of rupees one thousand crore ormore
or a net profit of rupees five crore or more during the preceding financial year is Not
applicableand as such instances of disclosures as per Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014 does not arise.

DECLARATION FROM INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors on the board of the
Company as on the end of financial year 2024-25 confirming that they continue to meet with
thecriteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and
Regulation 25 & 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015
and amendments made under thereto.

In the opinion of the Board, all the Independent Directors are the person of integrity and are
expert in various fields of Finance, Law, Technology, Commerce and have more than 10 years of
vast experience. As all the Independent directors on the Board carries morethan 10 years of
experience, they are exempted from appearing in online proficiency self-assessment test
conducted by the institute notified under sub-section (1) of section 150 of theCompanies Act,
2013, hence in the opinion of the Board all the Independent Directors of theCompany fulfill the
conditions specified in the Listing Regulations and are independent of themanagement.

MEETING OF INDEPENDENT DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, the Independent Directors met on
January 25, 2025 without the presence of Non-Independent Directors and members of the
management and all the Independent Directors were present at such meeting. The following
matters were reviewed by the Independent Directors:

(a) The performance of Non-Independent Directors and the Board as a whole;

(b) The performance of the Chairperson of the Company, taking into account the views of
Executive Directorsand Non-Executive Directors;

(c) Assessed the quality, quantity and timeliness of flow of information between the Company
managementand the Board that is necessary for the Board to effectively and reasonably perform
their duties

FORMAL ANNUAL EVALUATION

The Board periodically evaluates its own performance and that of its committees and individual
directors

LISTING OF SHARES

The equity shares of the Company are listed on the Stock Exchange viz., BSE Limited (BSE). The
Company has paid the applicable listing fees to the Stock Exchange within the stipulated time.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

Your company has always believed in providing a safe and harassment free work place for every
individual working in the company's premises through various interventions andpractices. The
company always endeavors to create and provide an environment that is freefrom
discrimination and harassment including sexual harassment. The company have aformal Anti
Sexual Harassment policy in line with the requirements of The SexualHarassment of Workmen at
the Workplace (Prevention, Prohibition &Redressal) Act, 2013.Internal complaints committee
has been set up to redress complaints contractual, temporaryand trainees are covered under the
policy.

The following is the summary of sexual harassment complaints received and disposed of during
the 2024-2025:-

No. of complaints received: NIL
No. of complaints disposed off: NIL

DIRECTORS:

The Current Directors on the Board are Mr. Ashok Jawarilal Galada, Mr. Naveen Ashok Galada,
Mr. Ponniah Bhaskaran*, Mr. Ramu Vishnu, Mrs. Shyamala Thiagarajan**.

Mr. Ashok Jawarilal Galada, Director is liable to retire by rotation and being eligible has offered
himself for re-appointment. Your Directors recommend the re-appointment of the Mr. Ashok
Jawarilal Galada retiring by rotation to the members.

*As per RBI approval, Mr. Ponniah Bhaskaran has been appointed as Additional Director (Non¬
Executive, Non-Independent) effective March 19, 2025, until the conclusion of this Annual
General Meeting."

** Mrs. Shyamala Thiagarajan has been appointed as Independent Director on the Board,
effective September 21, 2024

Mrs. Indira Srinivasan Royakottam completed her second and final term as Independent Director
and ceased to be a Director of the Company with effect from the close of business hours on
September 27, 2024.

NUMBER OF MEETINGS OF BOARD:

The Board meets at regular intervals to discuss and decide on business strategies / policies and
review the financial performances of the Company. The details of number of board meetings and
Other committee meetings held during the Financial Year 2024-25 are as follows:

Name of the Director

Designation

Category

Mr. Ponniah Bhaskaran

Director

Additional Director (Non-Executive,
Non-Independent)

Mr. Ashok Jawarilal Galada

Director

Promoter and Non- Executive
Director

Mr. Naveen Ashok Galada

ManagingDirector

Promoter and Executive Director

Mr. Ramu Vishnu

Director

Independent and Non-Executive
Director

Mrs. Shyamala Thiagarajan

Director

Independent and Non-Executive
Director

No. of Board Meetings: 10 (Ten): 25th May, 2024; 11th July 2024 ; 22nd July 2024; 10th August
2024; 26th August 2024; 28th September 2024; 26th October 2024; 25th January 2025; 14th March
2025 and 19th March 2025.

ATTENDANCE OF DIRECTORS IN BOARD MEETING.

Date of
Meeting

25.05.2024

11.07.2024

22.07.2024

10.08.2024

26.08.2024

*Mr.

Ponniah

Bhaskaran

Present

Present

Present

Present

Present

Mr. Ashok

Jawarilal

Galada

Present

Present

Present

Present

Present

Mr. Naveen

Ashok

Galada

Present

Present

Present

Present

Present

Mr. Ramu
Vishnu

Present

Present

Present

Present

Present

*Mrs. Indira
Srinivasan

Royakottam

Present

Present

Present

Present

Present

**Mrs.

Shyamala

Thiagarajan

NA

NA

NA

NA

NA

Date of
Meeting

28.09.2024

26.10.2024

25.01.2025

14.03.2025

19.03.2025

*Mr.

Ponniah

Bhaskaran

NA

NA

NA

NA

Present

Mr. Ashok

Jawarilal

Galada

Present

Present

Present

Present

Present

Mr. Naveen

Ashok

Galada

Present

Present

Present

Present

Present

Mr. Ramu
Vishnu

Present

Present

Present

Present

Present

**Mrs.

Indira

Srinivasan

Royakottam

NA

NA

NA

NA

NA

***Mrs.

Shyamala

Thiagarajan

Present

Present

Present

Present

Present

*Mr. Ponniah Bhaskaran completed his second and final term as Independent Director and
ceased to be a Director of the Company with effect from the close of business hours on
September 27, 2024 and Mr. Ponniah Bhaskaran has been appointed as Additional Director
(Non-Executive, Non-Independent) effective March 19, 2025, until the conclusion of this Annual
General Meeting."

**Mrs. Indira Srinivasan Royakottam completed her second and final term as Independent
Director and ceased to be a Director of the Company with effect from the close of business hours
on September 27, 2024

***Mrs. Shyamala Thiagarajan has been appointed as Independent Director on the Board,
effective September 21, 2024

The interval between two Board Meetings was well within the maximum period mentioned
under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and Obligations
Requirements) Regulations, 2015.

Currently the board has following Committees: Audit Committee, Nomination & Remuneration
Committee,Stakeholders Relationship Committee &Risk Management Committee

Name of the
Committee

Composition of the
Committee/ No. of times
the committee met

Highlights of duties, responsibilities
& Activities

Audit Committee

Mr. Ponniah Bhaskaran

DIN:00126136

{Independent and Non¬
Executive Director}

Chairman of the
Committee (Up to

27.09.2024)

Mr. Ramu Vishnu

DIN: 10190641

(Independent and Non¬
Executive Director )
member up to 27.09.2024
& From 28.09.2024
Chairman of the
Committee

Mrs. Indira Srinivasan
Royakottam

DIN:06823929

{Independent and Non¬
Executive Director}

Member (Up to

27.09.2024)

Mr. Ashok Jawarilal
Galada

DIN:00042295
(Non-Executive Director }
Member

• The Audit Committee was
mandated with the same
Terms of Reference specified
in SEBI (LODR) REGULATIONS,
2015

• The current Terms of
Referencefully conform to the
requirements of the
Companies Act-2013.

• The Audit committee is
responsible for overseeing the
Company's financial reporting
process, reviewing the
quarterly/half yearly/ annual
financial statements, reviewing
with the management the
financial statements and
adequacy of internal audit
function, recommending the
appointment/ reappointment
of statutory auditors and
fixation of audit fees, reviewing
the significant internal audit
findings/ related party
transactions, reviewing the
Management Discussion and
Analysis of financial condition
and result of operations and
also statutory compliance
issues

• The Committee acts as a link
between the management,

Mrs. Shyamala
Thiagarajan

{Independent and Non¬
Executive Director}

Member (From
28.09.2024)

The Committee met 4
times on
25th May 2024
10th August 2024
26th October 2024
25th January 2025.

external and internal auditors
and the Board of Directors of
the Company

Nomination &

Mr. Ponniah Bhaskaran

• To fix salary allowances

Remuneration

DIN:00126136

andother perks to senior

Committee

levelpersonnel as and when

{Independent and Non¬
Executive Director}

appointedby the Company.

Chairman of the

• REMUNERATION POLICY: The

Committee (Up to

managing director is the only

27.09.2024)

executive director on the
board who is entitled to

Mr. Ramu Vishnu

receiveremuneration. The non¬
executive directors are not

DIN: 10190641

entitled to any remuneration.

(Independent and Non-

Thecompensation to the

Executive Director )

managing director is within

member up to 27.09.2024

the scale approved by the

& From 28.09.2024

shareholders. The elements of

Chairman of the

compensation comprise a fixed

Committee

component and a performance
incentive. The compensation is

Mrs. Indira Srinivasan

determined based on the level

Royakottam

of responsibility and scales

DIN:06823929

prevailing in the industry. The
managing director is not paid

{Independent and Non-

sitting fees for any board /

Executive Director}

Member (Up to
27.09.2024)

Mr. Ashok Jawarilal
Galada

DIN:00042295

committee meetings attended
by him.

(Non-Executive Director }
Member

Mrs. Shyamala
Thiagarajan

{Independent and Non¬
Executive Director}

Member (From
28.09.2024)

The Committee met 1
times on :-

10th August, 2024

Stakeholders

Mrs. Indira Srinivasan

• The role of the committee

Relationship

Royakottam

includes formulation of

Committee

shareholders' servicing plans

DIN:06823929

and policies,consideration of

{Independent and Non-

valid share transfer requests,

Executive Director}

share transmissions, issue of

duplicate sharecertificates,

Chairman of the

issue of share certificates for

Committee (Up to

split, dematerialization,

27.09.2024

consolidation of shares,

etc.The committee also

Mrs. Shyamala

monitors and reviews the

Thiagarajan

mechanism of share, transfers,

{Independent and Non-

dematerialization of shares

Executive Director}

and payment of dividends.

Chairman (From

28.09.2024)

• It further looks into the

redressing of shareholders

Mr. Ashok Jawarilal

grievances like non-receipt of

Galada

balancesheet, non-receipt of

declared dividends and

DIN:00042295

determining, monitoring and

{Promoter and Non-

reviewing thestandards for

Executive Director }

resolution of shareholders'

grievances.

Member

Mr. Naveen Ashok
Galada

DIN:00043054

{Promoter and Executive
Director }

Member

There was no meeting of
the committee held
during 2024-25

The company has not
received any grievances/
complaints from the
investors during the
financial year 2024-2025.

Risk Management

Mr. Ponniah Bhaskaran

• The role of the committee

Committee

includes review of the risk

DIN:00126136

management policy developed

{Independent and Non-

by themanagement, review of

ExecutiveDirector}

the risk management
framework document and

Chairman of the

implementation ofthe actions

Committee (Up to

planned in and periodical

27.09.2024)

review of the process for
systematic identification

Mr. Ramu Vishnu

andassessment of the business

DIN: 10190641

(Independent and Non¬
Executive Director )
member up to 27.09.2024
& From 28.09.2024
Chairman of the
Committee

Mrs. Indira Srinivasan
Royakottam

DIN:06823929

{Independent and Non-

risks

ExecutiveDirector}

Member (Up to
27.09.2024)

Mr. Ashok Jawarilal
Galada

DIN:00042295

(Non-Executive Director }

Member

Mrs. Shyamala
Thiagarajan

{Independent and Non¬
Executive Director}

Member (From
28.09.2024)

The Committee met 1
times on :-

25th January, 2025

DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED
BY THE BOARD ALONG WITH REASONS

The Audit Committee generally makes certain recommendations to the Board of Directors of the
Company during their meetings held to consider any financial results (Unaudited and Audited)
and such other matters placed before the Audit Committee as per the Companies Act, 2013and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time totime.
During the year the Board of Directors has considered all the recommendations made bythe
Audit Committee and has accepted and carried on the recommendations suggested by
theCommittee to its satisfaction. Hence there are no recommendations unaccepted by the
Boardof Directors of the Company during the year under review.

The following Directors/Officials of the Company have been designated as Key Managerial
Personnel (KMP) of the Company by the Board of Directors in terms of provisions of Section 203
of the CompaniesAct, 2013 and the SEBI Listing Regulations:

Mr. Naveen Ashok Galada- Managing Director
Mrs. Mahaveerchand Jain Divya - Company Secretary
Mrs. K. R. Manimeghala- Chief Financial Officer

CHANGE IN KEY MANAGERIAL PERSONNEL

There is no change in Key Managerial personnel in the financial year 2024-2025
ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of Companies Act 2013 and Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a
whistle blower mechanism for directors and employees to report concerns about unethical
behavior, actual or suspected frauds or violation of the Company's code of conduct and ethics.
The Audit Committee of the Board oversees the functioning of Whistle Blower Policy. The
Whistle Blower Policy covering all employees and directors is available in the Company's
website at
www.galadafinance.in

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given any loans or guarantees covered under the provision of section 186
of the Companies Act, 2013. The details of the investments made by the Company aregiven in the
notes to the financial statements which forms part of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transaction that was entered into during the financial year was on an
arm'slength basis in the ordinary course of business. There are no 'material' contracts or
arrangements or transactions which were not at arm's length basis and therefore disclosurein
form AOC -2 is not required.

All Related Party Transactions are placed before the Audit Committee as also the Board
forapproval. Prior omnibus approval of the Audit Committee is obtained for the
transactionswhich are foreseeable and repetitive nature. For the transactions entered into
pursuant tothe omnibus approval so granted, a statement giving details of all related party
transactionsis placed before the Audit Committee and the board of Directors for their approval
on a quarterly basis

PARTICULARS OF EMPLOYEES

The information as required under the provisions of Section 197(12) of the Companies Act, 2013
and read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remunerationof
Managerial Personnel) Rules, 2014, are set out in ANNEXURE-A attached herewith whichforms
part of this report.

The statement containing such particulars of employees as required in terms of the provisions of
Section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms part of the Annual Report. Pursuant
to the provisions of the Section 136(1) of the Companies Act, 2013, the reports and accounts, as
set out therein, are being sent to all members of the Company, excluding the aforesaid
information and the same is open for inspection at the registered office of the Company during
working hours upto the date of Annual General Meeting and if any member is interested in
obtaining such information, may write to the Company Secretary at the registered office of the
Company in this regard.

CORPORATE GOVERNANCE

As prescribed under the provisions of Regulation 15(2) of SEBI (Listing Obligations and
Disclosures Requirements) Regulations 2015, your Company does not fall under the purview of
complying with the provisions of Corporate Governance. During the year your Company has
informed the non-applicability provision to the Bombay Stock Exchange. Since, the provision
ofCorporate Governance is not applicable for the entire Financial Year 2024-25, a separate
reportof Corporate Governance is not disclosed in the Annual Report 2024-25.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) of the SEBI (Listing Obligations and Disclosure
Requirements)Regulations, 2015 read with schedule-V thereof, the Management Discussion and
Analysis report has been annexed to the Boards Report as ANNEXURE-B and forms part of the
Annual Report.

COMPLIANCE WITH CODE OF CONDUCT

The Company has framed a Code of Conduct for the Board of Directors and Senior
Managementpersonnel of the Company. The Code of Conduct is available on the Company's
website. All the Board of Directors and Senior Management personnel have affirmed compliance
with the Code of conduct as on March 31, 2025

As required under Regulation 34(3) and Schedule V (D) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 a declaration from Mr. Naveen Ashok Galada,
Managing director to this effect is annexed which formspart of this Annual Report.

A Risk Management Policy for the Company has been adopted by the Board. The Company
manages risk through a detailed Risk Management Policy framework which lays downguidelines
in identifying, assessing and managing risks that the businesses are exposed to.Risk is managed
by the Board through appropriate structures that are in place.

NOMINATION AND REMUNERATION POLICY

Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a
policy which lays down a framework in relation to remuneration of Directors, Key
ManagerialPersonnel and Senior Management of the company. The policy also lays down the
criteria forselection and appointment of Board Members. The Remuneration Policy is available
on thewebsite of the company www.galadafinance.in.

AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF
THE COMPANY

The Company has formulated the Nomination and Remuneration Policy in compliance with
Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and PartD of
Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to time. This policy governs the criteria
for deciding the remuneration for Directors and Key Managerial Personnel. It is affirmed that the
remuneration to Directors and Key Managerial Personnel is being fixed based on the criteria and
parameters mentioned in the above mentioned policy of the Company.

BOARD DIVERSITY

The Company recognizes and values the importance of a diverse board as part of its
corporategovernance and success. The Company believes that a truly diverse Board will leverage
differences in ideas, knowledge, thought, perspective, experience, skill sets, age,
ethnicity,religion and gender which will go a long way in retaining its competitive advantage.

CRITERIA FOR PAYMENT OF REMUNERATION TO NON-EXECUTIVE DIRECTORS
(PURSUANT TO PART-D SCHEDULE II (1) OF SEBI (LODR) REGULATIONS, 2015

The Criteria for Payment of Remuneration To Non-Executive Directors (Pursuant To Part-D
Schedule II (1) Of SEBI (LODR) Regulations, 2015is available on the website of the company
www.galadafinance.in.

LISTING ON STOCK EXCHANGES

The Company's shares are listed on BSE LIMITED.

POLICES OF COMPNAY

All policies of the company viewed on the website of the company www.galadafinance.in.

RBI GUIDELINES

The Company is registered with RBI as a NBFC-ND-SI. The Company has complied with and
continues to comply with all applicable laws, rules, circulars and regulations, including the
Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based
Regulation) Directions, 2023 and guidelines notified thereunder.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016

During the Financial Year 2024-25, the Company has neither made any application nor any
proceeding ispending under the Insolvency and Bankruptcy Code, 2016.

DIRECTORS' RESPONSIBILITY STATEMENT

The terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the
directors state that:

• in the preparation of the annual accounts, the applicable accounting standards hadbeen
followed along with proper explanation relating to material departures;

• the directors had selected such accounting policies and applied them consistently andmade
judgments and estimates that are reasonable and prudent so as to give a trueand fair view
of the state of affairs of the company at the end of the financial year andof the profit and loss
of the company for that period;

• the directors had taken proper and sufficient care for the maintenance of
adequateaccounting records in accordance with the provisions of this Act for safeguarding
theassets of the company and for preventing and detecting fraud and other irregularities;

• the directors had prepared the annual accounts on a going concern basis; and

• the directors, in the case of a listed company, had laid down internal financial controlsto be
followed by the company and that such internal financial controls are adequateand were
operating effectively.

• the directors had devised proper systems to ensure compliance with the provisions ofall
applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance and cooperation
received from the financial institutions, banks, Government authorities, customers, vendors
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
employees.

By the Order of the Board
For GALADA FINANCE LIMITED

NAVEEN ASHOK GALADA RAMU VISHNU

MANAGING DIRECTOR DIRECTOR

DIN:00043054 DIN:10190641

Place: Chennai
Date: 11.06.2025


 
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