Your Directors are pleased to present their Thirty-Second (32^nd) Annual Report together with the Audited
Financial Statements of the Company for the financial year ended 31st March, 2025.

FINANCIAL RESULTS (Amount In ' Lakhs)

COMPANY'S AFFAIRS AND FUTURE OUTLOOK

Total revenue including income from operations and other income increased to ' 2639.08 Lakhs in the
current year from ' 2091.95 Lakhs in the previous year. The total expenses increased to ' 1708.53 Lakhs in
the current year from ' 1203.65 Lakhs in the previous year, mainly due to increase in finance cost and other
expenses. The finance cost increased to ' 390.40 Lakhs in the current year from ' 340.93 Lakhs in the
previous year due to increase in borrowing cost. Accordingly, the profit before tax increased to ' 930.55
Lakhs in the current year from ' 888.3 Lakhs in the previous year. After providing tax of ' 250.65 Lakhs in the
current year (' 231.09 in the previous year) profit after tax increased to ' 679.90 Lakhs from ' 657.21 Lakhs
in the previous year.

The total disbursement made in the current year ' 9648 Lakhs as compared to ' 6939.32 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. Asset Under Management of the Company
has increased to ' 11,644.89 Lakhs in current year from ' 9690.16 Lakhs in the previous year.

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

DIVIDEND

The Board is pleased to recommend dividend at the rate of ' 1.20/- (@ 12%) per equity share of ' 10/- each
for the financial year ended 31^st March, 2025, 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 ' 41.40 Lakhs subject to deduction of
TDS as applicable.

TRANSFER OF AMOUNT TO GENERAL RESERVES

The Company has transferred ' 500.00 Lakhs to General Reserve and ' 135.98 to Statutory Reserve during
the year.

UNCLAIMED DIVIDEND AND TRANSFER OF SHARES TO IEPF

The total unclaimed dividend as on 31^st March, 2025 was '15.62 Lakhs. Unpaid/Unclaimed dividend of

' 3.81 Lakhs for the financial year 2016-17 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, 16050 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).
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

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

CAPITAL STRUCTURE

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

CHANGE IN NATURE OF BUSINESS

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.

MATERIAL CHANGES AND COMMITMENTS

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.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS

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

REPORTING OF FRAUDS

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

ANNUAL RETURN

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, 2025 is available on the website of the Company at
www.ceejayfinance.com.

MANAGEMENT DISCUSSION AND ANALYSIS
Global Economic Overview

Global growth is projected at 3.3 percent both in 2025 and 2026, below the historical (2000-19) average of
3.7 percent. The forecast for 2025 is broadly unchanged from that in the October 2024, primarily on account
of an upward revision in the United States offsetting downward revisions in other major economies. Global
headline inflation is expected to decline to 4.2 percent in 2025 and to 3.5 percent in 2026, converging back
to target earlier in advanced economies than in emerging market and developing economies.

Rising geopolitical tensions and widening domestic imbalances - in particular, weak demand in China and
strong demand in the United States - have renewed concerns about global imbalances. Other nonmarket
policies and state interventions could also contribute to external imbalances. The volume of international
trade in percent of world GDP has been broadly stable, but structural changes have been taking place
nonetheless.

For emerging market and developing economies, growth under the reference forecast is projected to drop to
3.7 percent in 2025 and 3.9 percent in 2026, following an estimated 4.3 percent in 2024. This is 0.5 and 0.4
percentage point lower, respectively, compared with the rate projected in the January 2025.

Global headline inflation is expected to decline to 4.3 percent in 2025 and to 3.6 percent in 2026. Inflation
is projected to converge back to target earlier in advanced economies, reaching 2.2 percent in 2026,

compared with emerging market and developing economies, for which it declines to 4.6 percent over the

same time horizon. Compared with that in the January 2025, the global inflation forecast is slightly higher
(Source: IMF World Economic Outlook - January, 2025 and April, 2025).

Emerging markets such as China and India are expected to show stronger growth in 2025 and in 2026
despite global uncertainties. Even so, economies are expected to stay resilient by adopting new technologies
and implementing strategic policy measures.

Indian Economy Overview

India's GDP at constant (2011-12) prices grew by 6.7 per cent and 5.4 per cent in Q1 and Q2 FY25,

respectively. This implied a real GDP growth of 6.0 per cent in the first half of the current fiscal.

India's monetary and financial sectors have performed well in the first nine months of FY25. The financial
sector is currently undergoing a transformative period marked by several emerging trends. Notably, there is
an increase in the share of consumer credit in overall credit extended by banks and a rise in non-bank
financing options. Additionally, equity-based financing has gained popularity, with the number of initial
public offerings (IPOs) increasing sixfold between FY13 and FY24. While these developments herald a new
era for the financial sector, they also introduce potential risks from a regulatory standpoint. The rise in
consumer debt, the expansion of unsecured lending, and the growing number of young investors underscore
the need for balancing growth and stability. Such regulation should encourage financial sector growth while
ensuring stability and resilience.

The financial sector is witnessing a moment of positive flux, with several changes taking shape. Firstly, there
is a rise in the share of consumer credit in overall credit extended by banks. Between FY14 and FY24, the
share of consumer credit in total bank credit increased from 18.3 per cent to 32.4 per cent. Secondly, there
has been a rise in non-bank-based financing in recent years. Banks' share in total credit has declined from
77 per cent in FY11 to 58 per cent in FY22. Simultaneously, there has been a rise in NBFCs and bond market
financing. Thirdly, equity-based financing has catapulted to popularity, with IPO listings growing six times
between FY13 and FY24 and India being ranked first globally in terms of the number of IPO listings in FY24.
Young investors are also driving the equity boom under the age of 30. As a report by the NSE notes that
between March 2018 to September 2024, the proportion of young investors surged from 23 per cent to 40
per cent.

These emerging trends mark the dawn of a new era for India's financial sector. However, they also bring
regulatory challenges and potential risks that cannot be overlooked. One critical risk to guard against is the
dominance of financial markets in shaping policy and macroeconomic outcomes, a phenomenon known as
'financialisation.' The consequences of financialisation are evident in advanced economies, where it has
led to unprecedented levels of public and private sector debt - some visible to regulators and some not.
Economic growth in such contexts becomes overly reliant on rising asset prices to offset leverage,
exacerbating inequality and asset market considerations that may overly influence public policies, particularly
regulatory ones. As India strives to align its financial system with its economic aspirations for 2047, she
should strive to maintain the fine balance between financial sector development and growth on the one
hand and financialisation on the other. It means that the country has to chart its path with respect to its
context, considering the levels of financial savings in households, its investment needs, and levels of
financial literacy. Ensuring that incentives in the sector are consistent with national growth aspirations is a
policy imperative (Source: Economic Survey 2024-25).

Industry Structure and Developments

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/economy, 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.
Opportunities

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 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.

Threats

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.

Segment/Productwise performance

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/small town area. The
thrust on rural/small town and infrastructure sectors by the government could rejuvenate rural/small town
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 are 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.

Outlook

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.

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.

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 2025 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.

Risk Management/Swot Analysis and Internal Control Systems and their Adequacy

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 28 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 60.58%, 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.

Financial Performance

As on 31^st March, 2025 Asset Under Management of the Company was ' 11,644.89 Lakhs in the current year
against ' 9690.16 Lakh in the previous year. The Company has made impairment loss allowance of '. 271.19
Lakhs during the year. There is impairment of financial instrument of ' 115.21 Lakhs. The total disbursement made
in the current year ' 9648 Lakhs as compared to ' 6939.32 Lakhs in previous year.

Key Ratios

Capital Adequacy Ratio

Your Company's Capital Adequacy Ratio (CAR) stood at 60.58% 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.

Disclosure of Accounting Treatment and Fulfilment of the RBI's Norms and Standards

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.

RESOURCE MOBILATION/ICRA RATING

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 remains same that is ' 1500 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 ' 3272.07 Lakhs in the current year from
' 1650.00 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.

PUBLIC DEPOSITS

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.

DIRECTORATE/KMP AND DECLARATIONS

Mr. Kiran Patel (DIN: 00081061), Director of the Company, is liable to retire by rotation at the ensuing
Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Samir Parikh (DIN: 10697716) was appointed as an Additional Director (Non-Executive Independent
Director) w.e.f. 1^st August, 2024 and Shareholders of the Company has approved his appointment as
Independent Director of the Company for a term of five consecutive years at the Annual General Meeting of
the Company held on 28^th September, 2024.

Mr. Chinmay Amin (DIN: 09193443) was appointed as an Additional Director (Non-Executive Independent
Director) w.e.f. 13^th August, 2024 and Shareholders of the Company has approved his appointment as
Independent Director of the Company for a term of five consecutive years at the Annual General Meeting of
the Company held on 28^th September, 2024.

Mr. Bharat Amin (DIN: 00509903) had resigned as Non-Executive - Independent Director of the Company
effective 1^st August, 2024.

Mr. Sunilkumar Patel (DIN: 05307501) completed his second term as an Independent Director of the Company
and accordingly ceased as an Independent Director of the Company with effect from 26^th September, 2024.

The Board of Directors of the Company hereby confirms/declares that the Independent Directors duly
appointed by the Company have submitted declarations and that they meets 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 Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

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 31 ^st March, 2025.

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 (MCA) 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 Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

NUMBER OF MEETINGS OF THE BOARD

Five 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.

DIRECTORS' RESPONSIBILITY STATEMENT

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.

CORPORATE GOVERNANCE

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 Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing
Regulations").

As per the 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.

SECRETARIAL STANDARDS

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

LISTING AGREEMENT WITH STOCK EXCHANGES

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
2025-26.

DEPOSITORY SYSTEM

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 materialize 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 Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 vide
notification dated 8^th June, 2018 and in terms of Circular of BSE Limited dated 5^th July, 2018, effective from
December 5, 2018 including amendments from time to time, all shares which are lodged for transfer shall be
transferred in materialized form only. Hence those Members who have yet not materialized their shares
are hereby requested to materialize the same as early as possible.

INTERNAL AUDITORS, AUDIT REPORT AND COMPLIANCE

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. Vipin chandra C. Shah & Co., Chartered Accountants, was appointed as Internal
Auditors of the Company for the financial year 2024-25, 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.

STATUTORY AUDITORS & AUDIT REPORT

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 (AGM) till the
conclusion of 34^th AGM 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.

SECRETARIAL AUDITORS AND AUDIT REPORT

The Board of Directors of the Company has appointed M/s. Alpesh Vekariya & Associates, Company
Secretaries, to conduct the Secretarial Audit of the Company for financial year 2024-25.

In accordance with Section 204 of the Companies Act, 2013 read with Rules made thereunder and Regulation
24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("the Listing Regulations"), the Report given by the Secretarial Auditor form part of this
Report. There has been no qualification, reservation, adverse remark or disclaimer made by the Secretarial
Auditors in their Report.

Pursuant to the amended provisions of Regulation 24A of the Listing Regulations read with Section 204 of
the Companies Act, 2013, and Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and on the basis of recommendations of the Audit Committee, the Board of Directors
at its meeting held on 29^th May, 2025 had approved and recommended the appointment of M/s. Alpesh
Vekariya & Associates, Company Secretaries (Firm Registration No.: S2018GJ652400), as Secretarial Auditor
of the Company for audit period of five consecutive years commencing from FY 2025-26 till FY 2029-2030
subject to approval of the Members at the ensuing AGM

CORPORATE SOCIAL RESPONSIBILITY [CSR]

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 2024-25 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.

NOMINATION AND REMUNERATION COMMITTEE

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 the Securities and Exchange
Board of India (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.

AUDIT COMMITTEE

The scope of Audit Committee is in accordance with the Companies Act, 2013 and the Securities and
Exchange Board of India (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.

STAKEHOLDERS RELATIONSHIP/INVESTOR GRIEVANCES COMMITTEE

The Company has constituted the Stakeholders Relationship Committee (SRC) in accordance with the
Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015. The details pertaining to the composition, functions and meetings of the
SRC are included in the Corporate Governance Report, which is a part of this Report.

EVALUATION OF BOARD, COMMITTEE AND DIRECTORS

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 the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 were 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.

DISCLOSURE OF REMUNERATION RATIO

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.

PARTICULARS OF EMPLOYEES

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.

PARTICULARS OF LOANS AND INVESTMENTS

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.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE¬
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

Not Applicable

RELATED PARTY TRANSACTIONS

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.

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

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.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013 AND OTHER DISCLOSURES

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 by the Company in compliance with the provisions of the said
Act to redress complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. The following is a summary of complaint(s) relating to
child labour, forced labour, involuntary labour, sexual harassment received and disposed-off during the
year:

(a) Number of complaints pending in the beginning of the financial year: Nil

(b) Number of complaints filed during the financial year: Nil

(c) Number of complaints disposed of during the financial year: NA

(d) Number of cases pending for more than ninety days: Nil

(e) Number of complaints pending as on end of the financial year: Nil

STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company confirms compliance with all applicable provisions of the Maternity Benefit Act, 1961.
Necessary policies and support systems are in place to ensure the welfare of women employees, and no
instances of non-compliance were reported during the year.

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

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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.

RISK MANAGEMENT POLICY

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 POLICY

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

CODE OF CONDUCT

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.

GREEN INITIATIVE

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.

ACKNOWLEDGEMENT

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.

For and on behalf of the Board
Kiran Patel

Place: Nadiad Chairman

Dated: 29^th May, 2025 DIN: 00081061