Your Directors are pleased to present the Annual Report of SSPN Finance Limited along with
the Audited Financial Statements for the financial year ended 31^st March, 2024.

FINANCIAL HIGHLIGHTS

(Amount in Rs.)

OPERATIONS REVIEW

The Income from operation for the financial year 2023-24, for the year under review was at
Rs. 25,73,362 as compared to Rs. 25,91,597 during the financial year 2022-23. The company
Profit after tax has registered a rise from Rs. 3,247 to Rs. 78,379 over the previous year.

SHARE CAPITAL

During the year under review the Company has not issued Equity shares. The Company has
not granted any stock options or sweat equity. The total shares issued are 37,86,400 and out of
which 36,91,350 are in demat form representing 97.49% and the rest i.e. 95,050 representing
2.51% in physical mode.

DIVIDEND

With a view to strengthen the financial position of the Company, no dividend has been
recommended for the financial year ended March 31, 2024.

TRANSFER TO RESERVES

No amount was transferred to the reserves during the financial year ended March 31, 2024.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND

There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company.

DIRECTORS AND KEY MANEGERIAL PERSONNEL

The Changes in the directors and Key Managerial Personnel during the year are as under:

A. Appointment of Mr. Sachin Ramchandra Vadgave as an additional director of the Company.
MEETINGS OF THE BOARD OF DIRECTORS

During the financial year 2023-2024, 5 (Five) Meetings of the Board of Directors of the
Company, 3 (Three) meeting of the Audit Committee and 2 (Two) meeting of the Nomination
and Remuneration Committee were held.

The details of Board Meetings are given below:

The details of the Audit Committee Meetings are given below:

The details of the Nomination and Remuneration Committee Meetings are given below:

The details of the Stakeholder Relationship Committee Meetings are given below:

DISCLOSURE OF ANNUAL RETURN

The extract of Annual Return, pursuant to the provisions of Section 92(3) of the Companies
Act, 2013 and Rule 12 of the Companies (Management and administration) Rules, 2014, for
the financial year ended 31^st March, 2024, is furnished in Form MGT-9 and is attached as
“ANNEXURE I” and forms part of this report. The web address of the Company where the
Annual Return has been placed is as follows:
www.sspnfin.com

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134[3][c] read with Section 134(5) of the Companies Act, 2013, the Board
of Directors, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been
followed and in case of any material departures, proper explanations have been given for
the same in the accounts itself;

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/loss 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 the 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 devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate operating effectively;

f. Being a listed company, 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.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB¬
SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT

No frauds were reported by the Company’s Statutory / Cost / Internal / Secretarial Auditors
during the year under review.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted their disclosures to the Board that they fulfill all the
requirements as stipulated in Section 149(6) of the Companies Act, 2013 read with SEBI
Listing Regulations so as to qualify themselves to be appointed as Independent Directors under
the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT, PAYMENT
OF REMUNERATION AND DISCHARGE OF THETR DUTIES

In accordance with the provision of Section 178 of the Companies Act, 2013, the Board has
constituted Nomination and Remuneration Committee (NRC). The Board on recommendation
of NRC had approved a policy setting out the criteria for determining qualifications, positive
attributes, independence of Directors and other matters provided under Section 178(3) of the
Act. The salient features/ changes in the policy are attached herewith as “Annexure-II”. For
viewing the complete policy, you may kindly visit the following web- address of the Company:
www.sspnfin.com

AUDITORS

STATUTORY AUDITORS

Pursuant to the provisions of section 139, of the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014, Jain Anil & Associates, Chartered Accountants, bearing
Registration No. 0115987W, hold office up to the conclusion of the Annual General meeting
to be held in the year 2026. The Company has received a certificate from the said auditors that
they are eligible to hold office as the Auditors of the company.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has
appointed Ms. Divya Mota to undertake the Secretarial Audit of the Company. The Secretarial
Audit Report is annexed herewith as “Annexure-III” and forms an integral part of this report.

There are no qualifications, reservations or adverse remark or disclaimer made by the auditor
in their Report.

INTERNAL AUDITOR

Pursuant to the provisions of section 138, of the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014, Shweta Mundra, Company Secretary in whole time practice
conducted the internal audit of the company for the year 2023-24. The Company has received
a certificate from the said auditors that they are eligible to hold office as the Auditors of the
company.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY
AUDITORS, COST AUDITORS AND SECRETARIAL AUDITOR TN THETR
REPORTS

There are no qualifications, reservations or adverse remarks or disclaimers made by the
Auditors in their report. The observations of the Statutory Auditors, when read together with
the relevant notes to the accounts and accounting policies are self explanatory.

The Secretarial Audit report is annexed herewith as “Annexure-III”. The observation made
by the Secretarial Auditors in their report for the financial year ended 31^st March, 2024 read
with the explanatory notes therein are self explanatory, and therefore do not call for any further
explanation or comments.

The Cost audit of the Company has not been conducted for the financial year 2023-2024 as
provisions of Section 148 of the Companies Act, 2013 are not applicable on the Company.

MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified under Section 148(1) of the Act, is not required by
the Company and accordingly such accounts and records are not made and maintained by the
Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER
SECTION 186

During the year under review, the Company has not given any loans or guarantees or made
investments under Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

All related party transactions that were entered into during the financial year ended March 31,
2024 were on an arm’s length basis and were in the ordinary course of business. Therefore, the
provisions of Section 188 of the Companies Act, 2013 were not attracted. Further, there are no
materially significant related party transactions during the year under review made by the
Company with Promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of the Company at large. Thus, disclosure
in Form AOC-2 is not required.

STATE OF THE COMPANY’S AFFAIRS AND FUTURE OUTLOOK

The Company is engaged in the business of offering micro to small ticket sized secured and
unsecured loans to help small vendors and small business owners. The Company is being
optimistic about its future activities and aims higher profits with increased revenue in the years
to come.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR
AND THE DATE OF THIS REPORT

There were no material changes and commitments affecting the financial position of the
company between the end of the financial year and the date of this report.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act,
2013 read with the Rule 8 of the Companies (Account) Rules, 2014 in respect of Conservation

of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo etc are furnished
below:

(A) Conservation of energy: Not Applicable

Steps taken or impact on conservation
of energy

Steps taken by the Company for
utilizing alternate sources of energy

Capital Investment in energy
conservation equipments

(B) Technology Absorption: Not Applicable

(C) Foreign Exchange Earnings and Outgo:

During the year under review, the Company has neither earned nor used any foreign exchange.

DISCLOSURE FOR DEVELOPMENT AND IMPLEMENTATION OF THE RTSK
MANAGEMENT POLICY

Risks are events, situations or circumstances which may lead to negative consequences on the
Company’s business. Risk management is a structural approach to manage uncertainty. A
formal approach to Risk Management is being adopted by the Company and key risk will now
be managed within unitary framework. The Risk Management process in our business,
operations, over the period of time will become embedded into the Company’s business
systems processes, such that our responses to risks remain current and dynamic.

DISCLOSURES RELATING TO CORPORATE SOCIAL RESPONSIBILTY

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company
for the year under review.

ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD

During the year, in terms of the requirements of the Companies Act, 2013, the Board carried
out the evaluation of the Board as a whole, Board Committees and Directors. The evaluation
process focused on various aspects of the functioning of the Board and Committees such as
composition of the Board and Committees, experience and competencies, performance of
specific duties and obligations etc. A separate exercise was carried out to evaluate the
performance of individual Directors on parameters such as attendance, contribution and
independent judgement.

Based on the outcome of the evaluation, the Board and Committees have agreed on various
actions to further improve the effectiveness and functioning of the Board and Committees.

REPORT ON THE HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURE COMPANIES AND THETR CONTRIBUTION
TO THE OVERALL PERFORMANCE OF THE COMPANY DURING THE PERIOD
UNDER REVIEW

During the year under the review, the Company does not have any Associate, Subsidiary or a
Joint Venture.

CHANGE IN NATURE OF BUSINESS DURING THE YEAR

During the year under the review, there were no changes in the nature of business of the
Company.

DEPOSITS

The Company has not accepted any deposits during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS

No orders have been passed by any Regulator or Court or Tribunal which can have impact on
the going concern status and the Company’s operations in future.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate systems of internal financial control commensurate with
its size and nature of operations. The system of internal controls ensures that all activities are
monitored and controlled against any unauthorized use or disposition of assets and that the
transactions are authorized and reported correctly.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during
the year 2023-2024:

• No. of complaints received: Nil

• No. of complaints disposed off: Nil

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND
EMPLOYEES

The Company has established Whistle Blower Policy for Directors and employees to report
genuine concerns, to deal with instances of fraud and mismanagement, if any, and to ensure a
clean and transparent environment for conducting business and also ensures adequate
safeguards against victimization of persons who use such mechanism.

The Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations.

PARTICULARS OF EMPLOYEES

There were no employees of the Company during the financial year ended 31^st March 2024,
and therefore the Company need not disclose the details required to be mentioned under Section
197 of the Act read with rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

CORPORATE GOVERNANCE

As per Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, para C of Schedule V relating to Corporate Governance Report, shall not
apply to company listed on SME Exchange. The Company being a company listed on BSE
SME Platform, preparation of corporate governance is not applicable.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the Regulation 34 read with Schedule V of SEBI (LODR) Regulations, 2015,
Management Discussion and Analysis is set out in the Annual Report as “Annexure-IV”.

FAMILIARISATION PROGRAMME AND PERFORMANCE FOR INDEPENDENT
DIRECTORS

The Company held the familiarization programme for the Independent Directors of the
Company and familiarized the Independent Directors with their roles, rights, responsibilities in
the Company, nature of the industry in which the Company operates, business model of the
Company. The Independent Directors looked after the activities of the Company and provided
their valuable opinions as and when needed.

SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial
Standards.

ACKNOWLEDGEMENTS

The Directors would like to express their sincere appreciation for the assistance and co¬
operation received from the financial institutions, banks, Government authorities, customers,
vendors and members during the year under review.

FOR SSPN FINANCE LIMITED

SACHIN Digitally signed by Digitally signed by

SACHIN RAMCHANDRA Rhunesh Kumar

RAMCHANDRA VADGAVE '

VADGAVE 05'30' h Kumari5:22:28 05'30'

SACHIN VADGAVE BHUPESH KUMAR

DIN:09331430 DIN:07642783

DIRECTOR DIRECTOR

DATE: 14.11.2024
PLACE: MUMBAI