The Board of Directors present herein the 34th Annual
Report of the Company together with the Audited Accounts
for the year ended 31st March 2024.

FINANCIAL SUMMARY

The Financial results for the year ended 31st March 2024 are
briefly as follows: -

Rs.in Lakhs

PERFORMANCE

The total revenue was Rs. 79.28 lakhs as against Rs.59.99
lakhs in the previous year. The income for this year consists
mainly of interest on loans and vehicles on lease. Besides
interest, the Company also received a sum of Rs. 26.10
lakhs as lease charges for the vehicles given on lease.
The loss comes to Rs. 30.40 lakhs as against the loss of
Rs.12.66 lakhs in the previous year.

Further, during the year under review there were no changes
in the nature of business of the company.

OUTLOOK

Your company is also exploring the possibility of increasing
its resources by additional capital or borrowings though
it has not been able to does during 2023-24. In addition,
your Company proposes to increase its financial services
activities in the coming years.

RESERVES

Due to absence of profits in the current year, no amount is
proposed to be transferred to General Reserves account on
account of loss during the year.

DIVIDEND & DIVIDEND DISTRIBUTION POLICY:

In view of the accumulated losses, Directors do not
recommend any dividend for the Equity shareholders for the
financial year 2023-24.

Pursuant to Regulation 43A of LODR Regulation 2015, the
regulations related to Dividend Distribution Policy are not
applicable to the Company

SHARE CAPITAL

There is no change in the Share Capital of the Company-
either the Authorized Capital or the issued Capital. The Paid
up equity capital as on March 31,2024 continues to remain
at Rs.4,99,44,000.00. During the year under review, the
company has not issued shares with differential voting rights
nor granted stock options or sweat equity or bonus shares.
The Company has not bought back any of its securities
during the year under review.

ANNUAL RETURN

The Form MGT -7 for the year 2023-24 shall be filed
with Registrar of Companies within the prescribed time
after the date of 34th Annual General Meeting (AGM) of
your Company. This also available in web address of the
Company i.e., www.dharanifinance.com .

BOARD MEETINGS

1. Board consists of five directors including one Woman
Director, as given below.

2. During the year 2023-24 FOUR Board Meetings were
held on 26.05.2023, 10.08.2023, 10.11.2023 and
12.02.2024. Attendance at these meeting is given
below.

AUDIT COMMITTEE

A qualified Audit Committee is in position consisting of the
following directors.

Mr M Ganapathy - Chairman, Dr S Muthu and Mr K
Kandasamy, Managing Director.

The Audit Committee met 4 times on 26.05.2023,
10.08.2023, 10.11.2023 and 12.02.2024. There was no
instance where the recommendation of the Audit Committee
was not accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

As required by Section 178 of the Companies Act, 2013
a Nomination & Remuneration Committee has been set
up. Mr M Ganapathy and Dr S Muthu and Mrs Visalakshi
Periasamy are the members and Mr M Ganapathy is the
Chairman. The Committee has formulated appropriate
criteria for appointment of Directors and their remuneration.

The Board has, on the recommendation of the Nomination
& Remuneration Committee framed a policy for selection
and appointment of Directors, Senior Management and
their remuneration. The Remuneration Policy is available
in Website. One Meeting was held during 2023-24. The
Committee met on 26.05.2023.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholders' Relationship Committee is in position to
specifically look into shareholder's / investors complaints,
on transfer of shares, non - receipt of balance sheet,
non- receipt of declared dividend etc., and also the action
taken by the Company on those matters. The Committee
met on 26.05.2023. The Members of the Stakeholders
Relations Committee are Dr S Muthu, Independent Director
(Chairman) and Mr K Kandasamy, Managing Director.

From 01.04.2019 transfer of shares can be only in demat
form and Shareholders have been advised.

MANAGEMENT COMMITTEE

No Management Committee meeting was conducted during
this period.

POLICY ON APPOINTMENT OF DIRECTORS AND
REMUNERATION

The Company's policy on Directors, Senior Management
appointment and remuneration and other matters provided
in Section 178 (3) of the Companies Act, 2013, is available
on the website of the Company at www.dharanifinance.com

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the
directors would like to state that:

i) In the preparation of the annual accounts, the applicable
accounting standards have been followed.

ii) The directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that were 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.

iii) 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.

iv) The directors have prepared the annual accounts on a
going concern basis.

v) The directors had laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively.

vi) The directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such system was adequate and operating
effectively.

The new accounting standards, viz., Ind AS has become
applicable to your Company with effect from the year
2019-20. ,

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have given their declarations as
per Section 149 (6) to the effect that they meet the criteria
of Independence.

LOANS, GUARANTEES OR INVESTMENTS

During the year 2023-24, the company has not made
investment or given any loans or provided any guarantees
covered under the provisions of Section 186 of the
Companies Act, 2013.

MAINTENANCE OF COST ACCOUNTS AND RECORDS

The Company does not fall under the category of Sec 148(1)
of Companies Act, 2013 and hence such disclosure and
maintenance of cost accounts/cost records is not applicable.

STATUTORY AUDITORS

Pursuant to the provisions of Sections 139 and 141 of
the Companies Act, 2013, Mr N Srivatsan, Chartered
Accountants, Chennai (Registration No.014921S) were
appointed as Statutory Auditors for a period of 5 years in
the Annual General Meeting held on 29th December 2022
to hold office until the conclusion of the 37th Annual General
Meeting of the Company.

AUDITOR'S REPORT

The observations made in the Auditors' Report read together
with relevant notes thereon are self-explanatory and do
not call for any further comments under Section 134(3) f
of the Companies Act, 2013. Statement on impact of Audit
Qualification is attached in Annexure - I.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204(1) of the
Companies Act 2013 read along with Rule 9 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Amendment Rules 2020 and other applicable
provisions, if any, of the Companies Act 2013, M/s. M
Damodaran & Associates LLP, Chennai, (Mem.No.5837 and
COP No.5081) were appointed as the Secretarial Auditors of
the Company for the financial year 2023-24.

The Secretarial Audit Report for the financial year 2023-24 of
the Company is annexed as “Annexure - II.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the provisions of Secretarial
Standard - 1 (Board Meetings) and 2 (General Meetings)
issued by the Institute of Company Secretaries of India (ICSI)
were adhered to while conducting the respective Meetings.

CONTRACTS, ARRANGEMENTS WITH RELATED
PARTIES REFERRED TO IN SECTION 188(1) OF THE
COMPANIES ACT, 2013.

All related party transactions that were entered into during
the financial year were in the ordinary course of business and
were on arm's length basis. The statement in form AOC 2 is
attached as Annexure- III. There are no materially significant
related party transactions entered into by the Company with
Promoters, Key Managerial Personnel or other designated
persons which may have potential conflict with the interest of
the Company at large.

MATERIAL CHANGES AND COMMITMENTS

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

FOREIGN EXCHANGE EARNINGS AND OUT-GO,
CONSERVATION OF ENERGY & TECHNOLOGY
ABSORPTION

A. During the year there were no Foreign Exchange
Earnings & Outflow.

B. Conservation of Energy & Technology absorption.

- These guidelines are not applicable to this Company.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section197 (12) of
the Companies Act,2013, read with Rules 5(1),5(2) and
5(3), of the Companies (Appointment and Remuneration
of Managerial personnel) Rules, 2014, the name and other
particulars of employees are to be set out in the “Annexure
-IV' forming part of the Annual Report.

SUBSIDIARY COMPANIES

As on 31st March 2024, the Company does not have any
subsidiary or any associate Company.

RISK MANAGEMENT POLICY

The Company has developed a risk management policy.
Pursuant to Section 134 (3) (n) of the Companies Act, 2013
details of the Policy are disclosed in the Company's Website.

At present the Company has not identified any element of
risk which may threaten the existence of the Company. In
this context, report against heading ‘Material Changes of
Commitments' given above may be referred to.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

• Mrs Visalakshi Periasamy, (DIN No.00064517) who
retires by rotation at the ensuing Annual General Meeting
and being eligible offers herself for re-appointment.

• Mr Palaniappan Rajamanickam Shampath (IAS) (R)
(DIN: 10461017 was appointed by the Board as an
Independent Director with effect from 9th August 2024

• Mr Perianna Gounder Muthusamy (DIN: 09048245) was
appointed by the Board as an Independent Director with
effect from 9th August 2024.

• Mr Murugavel Ramasasmy (DIN:10693633) was
appointed as Managing Director with effect from 9th
August 2024.

• Mr Kandasamy Kolanda Gounder (DIN: 00277906)
ceased to be a Managing Director of the Company at
the close of the business hours on 24.06.2024, upon
completion of his term of five (5) years.

• Dr Muthu Sakkarakali Gounder (DIN No.03331664), his
tenure 5 years (2nd Term) an Independent Director of
the Company will be closed on 24.09.2024.

• Mr Ganapathy Gounder Muthusamy (DIN No.00234337)
his tenure 5 years (2nd Term) an Independent Director
of the Company will be closed on 24.09.2024.

SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed by
the Regulators or Courts or Tribunals impacting the going
concern status and Company's operations in future.

DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, the Statutory Auditors of
the Company have not reported any frauds to the Audit
Committee or to the Board of Directors as prescribed under
Section 143(12) of the Companies Act, 2013 and rules made
thereunder.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has an Internal Control System,
commensurate with the size, scale and complexity of its
operations. The scope and authority of the Internal Audit
function is defined in the assignment order. To maintain its
objectivity and independence, the Internal Auditor reports

to the Chairman of the Audit Committee of the Board & to
the Chairman of the Board. The Internal Audit monitors
and evaluates the efficacy and adequacy of internal control
system in the Company, its compliance with operating
systems, accounting procedures and policies. Based on the
report of internal auditor, management undertakes corrective
action and thereby strengthen the controls. Significant audit
observations wherever made and recommendations along
with corrective actions thereon are presented to the Audit
Committee of the Board.

DEPOSITS

The Company does not hold any public deposits as on 31st
March 2024. Your Company has not accepted any deposits
covered under Chapter V of the Companies Act, 2013 and
the Companies (Acceptance of Deposits) Rules, 2014.

The Company has stopped collecting public deposits and
had got its Licence amended by Reserve Bank of India to
indicate that it is a non deposit taking NBFC. Your Company
does not propose to collect public deposits in the coming
year.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Your Company does not fall within the parameters as per
Section 135 of the Companies Act and hence not mandated
to formulate a Corporate Social Responsibility Policy or
spend the prescribed amounts.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the
Board has carried out an evaluation of its own performance,
the directors individually as well as the evaluation of
the working of its Audit, Nomination & Remuneration
Committees. The manner in which the evaluation is carried
out is based on criteria approved by the Board which is
available on the Company's Website.

VIGIL MECHANISM FOR DIRECTORS & EMPLOYEES

A competent Vigil mechanism has been established and a
whistle blower policy has been designed to help Directors
and Employees to report genuine concerns. The complete
mechanism is given in the company's website.

CORPORATE GOVERNANCE

This requirement is not applicable to this Company at present,
as per Regulation 15(2) of the SEBI (Listing Obligations and
Disclosure Requirements), as its paid up capital is less than
Rs. 10 crores and Net worth less than Rs.25 crores.

The above is also to be treated as Management discussion
and analysis. Related Party disclosures are available in Note
No.36 to the accounts.

PREVENTION OF SEXUAL HARASSMENT AT WORK
PLACE

The Company has in place an Anti Sexual harassment
policy in line with the requirements of Section 4 of the
Sexual harassment of Women at Work Place (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints
received as sexual harassment. All employees are covered
under this policy. Details have been displayed prominently in
the work place and also in the Company's Website.

No complaints were received during the year 2023-24.
CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct
which is applicable to the Members of the Board and all
employees in the course of day to day business operations
of the Company.

The Code has been posted on the Company's website: www.
dharanifinance.com

UNCLAIMED DIVIDEND

The Provisions of Section 125(2) of the Companies Act,
2013 do not apply as there was no dividend declared and
paid last year.

Pursuant to Section 124 & 125 of the Companies Act,2013
dividend remaining unpaid or unclaimed for a period of
7 years were transferred to the Investor Education and
Protection Fund of the Central Government.

Shareholders may claim their unclaimed dividend for the
years prior to and including the financial year 2011-12
and the corresponding shares, from the IEPF Authority by
applying in the prescribed Form No. IEPF-5. This form can
be downloaded from the website of the IEPF Authority www.
iepf.gov.in.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the
services rendered by the Staff and Executives of your
Company.

Your Directors also thank the Registrar & Transfer Agent and
shareholders who have continued to repose their confidence
in the Company and its management.

For and on behalf of the Board of Directors
For Dharani Finance Limited

Dr. PALANI G PERIASAMY

PLACE: CHENNAI CHAIRMAN

DATE : 09.08.2024 (DIN 00081002)