The Directors presents the 39^th Annual Report of your company together with the audited financial statements of the
company for the year ended 31^st March 2025.

FINANCIAL RESULTS (Rs. In Lakhs)

OPERATIONS & OUTLOOK

During the year under review, company earned Net Profit
of Rs. 10,828 Lakhs as compared to Net Profit of Rs. 4,646
Lakhs in the previous financial year. Company earned its
income from Interest on the loans given, dividend received
on the investments and income from derivative trade.

Management of the Company is continuously taking
appropriate steps for improvement of the profitability of
the Company.

During the year there is no change in the business of the
Company. Company continues to be NBFC, registered with
Reserve Bank of India, having business of doing & holding
investment activity and providing loans.

AMOUNT PROPOSED TO TRANSFER TO RESERVES
PURSUANT TO RBI REGULATIONS

As per the provisions of the Section 45-1C of Reserve Bank
of India Act, 1934, the Company is required to transfer
20% of its profit after tax to the Statutory Reserve Fund.
During the year, the Company has transferred Rs. 2165.46
Lakhs to the statutory reserve fund.

DIVIDEND

As per performance of the Company, the Board of Directors
has recommended for the final dividend in their meeting
held on May 29, 2025 @ 11.3% i.e. Rs.1.13/- per equity
share of Rs.10/- each on 3,23,26,366 equity shares
amounting to Rs. 3,65,28,794/- for the FY 2024-25.

Pursuant to the Finance Act 2020, the Dividend is taxable
in the hands of shareholders w.e.f. April 01, 2020 and the
tax deducted at source will be applicable at prevailing
rates. The company shall accordingly make the payment
of final dividend after deduction of tax at source.

RBI REGULATIONS

Your Company continues to comply with all the applicable
laws, regulations, guidelines etc. prescribed by the Reserve
Bank of India ("RBI"), from time to time. The Company
continues to be in compliance with the norms pertaining
to capital adequacy, non-performing assets etc.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
IN SECURITIES

Your Company, being an NBFC registered with RBI and
engaged in the business of giving loans in ordinary course
of its business, is exempt from complying with the
provisions of Section 186 of the Companies Act,2013 ("the
Act") with respect to loans. Pursuant to the provisions of
Section 186(4) of the Act, details with regard to the
investments made by the Company, as applicable, are given
in Note no.5 of the Standalone financial statements,
forming part of this Annual Report.

DEPOSITS

During the year, the Company has not accepted any
deposits from the public under Chapter V of the Companies
Act, 2013. There was no public deposit outstanding as at
the beginning and end of the financial year 2024-25.

SUBSIDIARY COMPANIES, ASSOCIATES AND
CONSOLIDATED FINANCIAL STATEMENTS

Company do not have any Associate or Subsidiary
Company. Hence no Consolidated Financial Statements of
the Company have been prepared for the F.Y. ended
31.03.2025.

Further Concatenate Advest Advisory Private Limited
continue to be the Holding company and is holding
69.40% shares of the Company.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the
Companies Act, 2013 read with rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the Annual
Return in Form No. MGT-7, is available on the Company's
website and can be accessed at the web-link: http://
www.consofinvest.com/investor_relations.htm.

COMPOSITION OF THE BOARD
Directors

• Mr. Sanjiv Kumar Agarwal - Managing Director

• Ms. Geeta Gilotra -Non Executive Non Independent
(Woman) Director

• Ms. Iti Goel - Non Executive Non Independent Director
(Cessation w.e.f. 30^th June, 2025)

• Mr. Prakash Matai - Non Executive Independent
Director

• Mr. Sanjeev Aggarwal - Non Executive Independent
Director

• Mr. Radhey Shyam - Non Executive Independent
Director

Note:

1. Mrs. Kirty Agarwal - Non Executive Non Independent
Director (Appointment w.e.f. 30^th June, 2025)

Key Managerial Personnel: In terms of Section 2(51) and
Section 203 of Companies Act, 2013 following are the KMPs
of the Company:

• Mr. Sanjiv Kumar Agarwal - Managing Director

• Mr. Anil Kaushal -Company Secretary

• Mr. Sudhir Shukla -CFO

DIRECTORS AND KMPs

During the year under review, there is no change in the
directorship of the Company.

Mr. Sanjiv Kumar Agarwal (DIN: 01623575) is retiring
by rotation at the ensuing Annual General Meeting, and
being eligible, offers himself for re-appointment. He is
being re-appointed at the Annual General Meeting.

The brief resume of Mr. Sanjiv Kumar Agarwal and Ms.
Kirty Agarwal with names of other company (ies) in which
they hold directorship, membership of committees of the
Board and their shareholdings are given in the Notice to
the Shareholders.

None of directors proposed to be appointed/reappointed
are disqualified/debarred from being a director by any
order of SEBI/Ministry of Corporate Affairs.

FIT AND PROPER AND NON-DISQUALIFICATION
DECLARATION BY DIRECTORS

All the Directors of the Company have confirmed that they
satisfy the "fit and proper" criteria as prescribed under
Chapter XI of RBI Master Direction No. RBI/D0R/2023-
24/106/D0R.FIN.REC.N045/03.10.119/2023-24 dated
10.09.2023, as amended, and also give declaration and
undertaking as provided thereon.

INDEPENDENT DIRECTORS' DECLARATION

The Company has received the necessary declaration from
each Independent Director(s) in accordance with Section
149(7) of the Companies Act, 2013, that they meet the
criteria of independence as laid out in sub section (6) of
Section 149 of the Companies Act, 2013.

The Board of the Company after taking these declarations
on record and acknowledging the veracity of the same,
concluded that the Independent Directors are persons of
integrity and possess the relevant proficiency, expertise
and experience to qualify as Independent Directors of the
Company and are Independent of the Management of the
Company.

In accordance with the provisions of Section 150 of the
Companies Act, 2013 read with the applicable Rules made
thereunder, the Independent Directors of the Company
have registered themselves in the data bank of
Independent Directors maintained by the Indian Institute
of Corporate Affairs, Manesar ["llCA"].

BOARD MEETINGS

The Board of Directors met 6 (six) times during the
financial year ended 31^st March 2025. Board Meetings
were held on 28/05/2024, 13/08/2024, 02/09/2024,

14/11/2024, 13/01/2025 and 11/02/2025. The

intervening gap between any two meetings was within
the period described by the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015. The detail of the Board
meetings and the attendance of the Directors are provided
in the Corporate Governance Report.

BOARD COMMITTEES

The detail of the various committees constituted by the
Board of Directors are provided in the Corporate
Governance Report.

PERFORMANCE EVALUATION

Details of Performance Evaluation of individual Director
and Committees of the Board is mentioned in Corporate
Governance Report.

INTERNAL FINANCIAL CONTROLS

The Company has established Internal Financial Control
System for ensuring the orderly and efficient conduct of
the business including adherence to Company's policies,
the safeguarding of assets, the prevention and detection
of frauds and errors, the accuracy and completeness of
the accounting records and the timely preparation of
reliable Financial Statements. Clearly defined roles and
responsibility for all managerial position gives strength
to the internal control system of the organization. Internal
audit is done at regular intervals to ensure that
responsibilities are executed effectively.

AUDITORS AND THEIR REPORTS
INTERNAL AUDITORS

Internal auditor has submitted their report to Board of
Directors for the period ended 31.03.2025 and it does not
have qualification or adverse remarks.

The Board of Directors of your Company appointed M/s.
VASK & Associates, Chartered Accountants, New Delhi as
Internal Auditors of the Company to carry out Internal
Audit pursuant to the provisions of Section 138 of the
Companies Act, 2013 for the financial year 2025-26. The
Internal Auditor conduct internal audit in respect of
affairs of the Company on quarterly basis.

STATUTORY AUDITORS

M/s Kanodia Sanyal & Associates, Chartered Accountant,
was appointed as statutory auditors of the Company for a
period of five financial years at the Annual General
Meeting held on 29.09.2022 till the Forty First Annual
General Meeting of the Company to be held in the year
2027. The auditors have furnished certificate regarding
their eligibility for appointment as Company's Auditors,
pursuant to Section 141 of the Companies Act, 2013.

AUDITORS' REPORT

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

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT
REPORT

Secretarial Auditors Report provided by Ms. Ashu Gupta
of M/s Ashu Gupta & Co., Company Secretaries on the
secretarial audit of the Company for the year ended 31^st
March, 2025 do not contain any qualification, reservation
or adverse remark so need not require any explanation or
comment.

The report of the Secretarial Auditor for F.Y. 2024-25 in
Form No. MR-3 is annexed to this report as Annexure A.

The Board has proposed "GAA Partners & LLP, Practicing
Company Secretaries", (Firm Registration No.
L2025DE018000) as Secretarial Auditors of the Company
for a term of five (5) consecutive Financial Years (FY)
commencing from FY 2025-26 to FY 2029-30 subject to
approval of shareholders in the ensuing Annual General
Meeting.

CORPORATE GOVERNANCE REPORT

The Company has complied with the mandatory
provisions of Corporate Governance as prescribed
under Regulation 34(3) read with Schedule V of the

SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. A Corporate Governance report along
with Statutory Auditor's Certificate confirming compliance
of Corporate Governance for the year ended 31st March
2025 is provided separately and forms integral part of
this Annual Report.

DETAILS OF FRAUD REPORTED BY AUDITORS

There were no frauds reported by the auditors.

COMMENTS ON ADVERSE REMARKS IN AUDITOR'S/
SECRETARIAL AUDITOR'S REPORT

There was no qualification, reservation or adverse remarks
in Auditors' Report and Secretarial Auditor's report.

RELATED PARTY TRANSACTIONS

The Related Party Transactions that were entered during
the financial year under review were on arm's length basis
and were in the ordinary course of business. No material
Related Party Transactions (transaction(s) exceeding ten
percent of the annual consolidated turnover of the
Company as per last audited financial statements), were
entered during the year by the Company. The Company
has not entered into any contract or arrangement with

related parties as prescribed in section 188(1) of the
Companies Act, 2013. Accordingly, disclosure of contracts
or arrangements with Related Parties as required under
section 134(3)(h) of the Companies Act, 2013 in Form AOC-
2 is not applicable. None of the Directors has any
pecuniary relationships or transactions with the Company.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE
REGULATORS/COURT

During the year under review, no significant and material
orders were passed by the regulators or courts or tribunals
impacting the going concern status of the Company's
operations in future.

MATERIAL CHANGES AN D COMMITMENTS AFFECTING TH E
FINANCIAL POSITION OF THE COMPANY

No Material changes and commitment occurred, between
the end of the financial year of the Company to which the
Financial Statements relate and the date of the report,
which could affect the financial position of the Company.

NOMINATION AND REMUNERATION POLICY

The Board of Directors, on the recommendation of the
Nomination & Remuneration Committee, has approved a
policy for selection, appointment & remuneration of
Directors, Key Managerial Personnel (KMP) and Senior
employees of the Company. The Policy is uploaded on the
website of the Company viz. www.consofinvest.com
having following web link: http://www.consofinvest.com/
investor_relations.htm

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. ENERGY CONSERVATION

In the operations of the Company, no significant
scope for energy conservation was identifiable and
hence no significant steps have been taken for energy
conservation. However, the Company in general keeps
a track on energy conservation as far as possible.

B. TECHNOLOGY ABSORPTION

The provisions of Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, in so far as it related to
technology absorption are not applicable to the
Company, as it does not have any manufacturing
activity.

C. FOREIGN EXCHANGE EARNING AND OUTGO

There is no foreign exchange earnings and outgo
during the year.

RISK MANAGEMENT

The Company has laid down procedures to inform Board
members about the risk assessment and minimization
procedures. These procedures are periodically reviewed to
ensure that executive management controls risk through
means of a properly defined framework.

WHISTLE BLOWER POLICY - VIGIL MECHANISM

In terms of the provisions of Sec 177(9) & (10) of the
Companies Act, 2013 and pursuant to the provisions of
SEBI (LODR) Regulations, 2015, a Vigil Mechanism for
Stakeholders, Employees and Directors of the Company has
been established. The Whistle Blower Policy duly approved
by the Board of Directors has been uploaded on the website
of the Company having following web link, http://
www.consofinvest.com/investor_relations.htm

During the year under review, no complaint was received
under this mechanism.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The human resource is an important asset which has played
pivotal role in the performance and growth of the Company
over the years. Your Company maintains very healthy work
environment and the employees are motivated to
contribute their best in the working of the Company.

Disclosures with respect to the remuneration of Directors
and employees as required under Section 197 of Companies
Act, 2013 and Rule 5(1) and 5(2) of Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are as under:

i) Ratio of remuneration of each director to median
remuneration of Employees and % increase in
Remuneration is not applicable since Directors and
Managing Director are getting only sitting fees to
attend meetings of the Board and Committees thereof
and are not getting any other remuneration.

ii) The percentage increase in the median remuneration
of employees in the Financial Year 2024-25, is not
comparable.

iii) The number of permanent employees were 2 (two) as
at 31.3.2025.

iv) Average percentile increases already made in the
salaries of employees other than the managerial
personnel in the last Financial Year and its comparison
with the percentile increase in the managerial
remuneration and justification thereof and point out
if there are any exceptional circumstances for increase
in the managerial remuneration: Not Applicable

v) The Company affirms that remuneration paid to the
Directors / Key Managerial Personnel (KMP) is in
accordance with the remuneration policy of the
Company.

vi) Details of top ten employees in terms of the
remuneration and employees in receipt of
remuneration as required under the provisions of
section 197(12) of the Act, read with rule 5(2) and
5(3) of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, as amended,
which form the part of the Directors' Report; and that
would be made available on the request of the
shareholder as per Section 136(1) of the said Act.

vii) There is no employee of the Company employed
throughout the Financial Year 2024-25 and were paid
remuneration more than Rs. 102 Lacs per annum and
further there is no employee who has worked for the
part of the year and were paid remuneration during
the Financial Year 2024-25 at a rate which in
aggregate was more than Rs. 8.5 Lacs per month.

viii) In accordance with the circulars issued by MCA and
SEBI, the Notice of the 39^th AGM along with the
Integrated Annual Report for the financial year 2024¬
25 is being sent by electronic mode to Members whose
e-mail ids are registered with the Company / Registrar
& Share Transfer Agent (RTA) or the Depository
Participants (DPs). Additionally, in accordance with
Regulation 36(1)(b) of the Listing Regulations, the
Company is also sending a letter to Members whose
e-mail ids are not registered with Company/RTA/DP
providing the web link of Company's website from
where the Annual Report for financial year 2024-25
can be accessed.

ix) Members holding shares in dematerialised (demat)
mode are requested to register / update their e-mail
ids with their relevant DPs. In case of any queries /
difficulties in registering the e-mail ids with their
DPs, Members may write to the Company's RTA at
delhi@in.mpms.mufg.com

CSR POLICY

The Company has constituted a Corporate Social
Responsibility Committee and has developed its CSR policy
which is available on the website of the Company viz.
www.consofinvest.com having following web link, http:/
/www.consofinvest.com/investor_relations.htm

Company did not meet the criteria in terms of Section 135
of Companies Act, 2013 and the Companies (Corporate
Social Responsibility) Rules, 2014 and hence your
Company was not required to spend any amounts towards
CSR based activities for the financial year 2024-25.

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

Your Company has in place a Policy on Prevention of Sexual
Harassment at workplace at Group Level.

This Policy is in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. As per the said Policy,
an Internal Complaints Committee is also in place at Group
Level to redress complaints received regarding sexual
harassment.

Details of complaints as on March 31, 2025 are as follows:

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 (3) of the

Companies Act, 2013 with respect to Director's

Responsibility Statement, it is hereby confirmed;

a) That in the preparation of the annual accounts, the
applicable accounting standards have been followed
along with proper explanations relating to material
departures, if any;

b) That they have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit or loss of the company for the year under
review;

c) That they have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safe guarding the assets of the Company and
for preventing and detecting frauds and other
irregularities;

d) That they have prepared the annual accounts on a
'going concern' basis.

e) That they have laid down proper internal financial
control and such financial controls are adequate and
were operating effectively.

f) That they have devised proper systems to ensure

compliance with the provisions of all applicable Laws
and that such systems were adequate and operating
effectively.

GENERAL

a) The Company has complied with the applicable
Secretarial Standards prescribed under Section
118(10) of the Companies Act, 2013.

b) Cost records as specified by the Central Government
under sub section (1) of section 148 of the Companies
Act 2013, are not applicable on the Company.

c) There is no application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 during the period under review.

d) 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 is not applicable to the Company during the
period under review.

e) The Company is in compliance with the provisions of
the Maternity Benefit Act, 1961. All eligible female
employees are granted maternity benefits in
accordance with the provisions of the Act, including
paid maternity leave, nursing breaks and protection

from dismissal during maternity leave. No instances
of non-compliances were observed during the review
period.

ACKNOWLEDGEMENT

The Directors express their gratitude towards the Banks
and various other agencies for the cooperation extended
to the company. The Directors also take this opportunity
to thank the shareholders for the confidence reposed by
them in the company.

The employees of the company contributed significantly
in achieving the results. The Directors take this
opportunity to thank them and hope that they will
maintain their commitment towards excellence in the
years to come.

For and on behalf of the Board

(Sanjiv Kumar Agarwal) (Geeta Gilotra)

Managing Director Director

(DIN:01623575) (DIN: 06932697)

Date: 30^th June, 2025
Place: New Delhi