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DIRECTORS' REPORT

Sanchay Finvest Ltd.

GO
Market Cap. ( ₹ in Cr. ) 13.85 P/BV 7.27 Book Value ( ₹ ) 6.05
52 Week High/Low ( ₹ ) 65/24 FV/ML 10/1 P/E(X) 0.00
Book Closure 30/12/2024 EPS ( ₹ ) 0.00 Div Yield (%) 0.00
Year End :2025-03 

We have the pleasure in presenting to you the 34th Board Report of the company together with the
Audited Financial Statements for the period ended as on 31st March 2025;

1. HIGHLIGHTS OF FINANCIAL RESULTS:

The summarized financial results for the year ended as on 31st March 2025 are as under:

(Amount in Thousand)

As on 31st March

As on 31st March

Particulars

2025

2024

Revenue from Operations

2601.42

5886.99

Other Income

3,644.14

611.20

Total Income

6,245.56

6,498.19

Total Expenditure

8,354.84

4,127.02

Profit/(Loss) before tax

(2,920.42)

(1,408.77)

Total Tax Expenses

274.61

16.19

Net Profit/(Loss)

(3,195.03)

(1,424.96)

Earnings Per Share

Basic

(1.01)

(0.42)

Diluted

(1.01)

(0.42)

2. STATE OF THE COMPANY'S AFFAIRS:

During the year under review, your company has made total turnover of Rs. 2601.42 Thousand as
compared to previous year of Rs. 5886.99 Thousand decreased by 55.81% and Other Income of Rs.
3,644.14 Thousand as compared to previous year of Rs. 611.20 thousand increased by 496.22%. the
other Income has been increased due to increase in Profit on sale of Offices Premises and Interest
received on advance refunded for purchases of property.

Further, the Profit/(Loss) Before Tax of Rs. (2,920.42) thousand as compared to previous year of Rs.
(1,424.96) thousands has been decreased the loss has been incurred due to increase in expenditure
and some penalties levied by exchanges.

The Financial Statements for the year ended March 31, 2025 have been prepared in accordance with
Indian Accounting Standards (Ind-AS) notified under the Companies (Indian Accounting Standards)
Rules, 2015 read with Section 133 of Companies Act, 2013, (the 'Act') and other relevant provisions of
the Act. There are no material departures from the prescribed norms stipulated by the accounting
standards in preparation of the annual accounts.

3. TRANSFER TO RESERVES:-

During the year under review, no amount has been transferred to the general reserve of the
Company.

4. DIVIDEND:-

For the Financial Year 2024-25, based on the Company's performance, the Board of Directors does
not recommended any dividend.

5. CHANGE IN THE NATURE OF BUSINESS. IF ANY:

There was no change in the nature of business of the Company during the year. The company is
mainly into the business of broking activities and cash and derivatives segment at BSE. The Company's
main business is Investment in shares and Investment in Equity / Debt Mutual Funds.

6. INCREASE IN ISSUED. SUBSCRIBED AND PAID UP EQUITY SHARE CAPITAL:

During the financial year under review, there was no change in Authorized Share Capital and Equity
Shares of the company

7. LISTING OF EQUITY SHARES :

The Company's equity shares are listed the BSE Stock Exchange;

“BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001, Maharashtra, India.”

8. SUBSIDIARIES. ASSOCIATES AND IOINT VENTURE COMPANIES :

The Company does not have any Subsidiary, Associates or Joint Venture Companies. Hence, clause is not
applicable.

9. CHANGE IN NAME OF THE COMPANY:

During the Financial Year under review, the Company has not changed its name.

1 0. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):

Composition:

The Company's Board of Directors consists of distinguished individuals with proven competence and
integrity. Besides strong financial acumen, strategic astuteness, experience and leadership qualities,
they have a significant degree of dedication to the Company and invest adequate time to Meetings and
preparation. In terms of requirement of Listing Regulations, 2015, the Board has defined fundamentals,
skills, expertise and competencies of the Directors in the context of the Company's business for effective
functioning and how the current Board of Directors is fulfilling the required skills and competences. As
of March 31, 2025, the Board consisted of Five (5) Directors, following are as follow:

Sr. No

Name and DIN

Designation

01.

Mr. Narottam Kumar Nandlal Sharma
(DIN:00794167)

Director

02.

Mr. Naresh Kumar Nandlal Sharma
(DIN:00794218)

Managing Director

03.

Mr. Nikhil Saran Mathur (DIN: 00192195)

Independent Director

04

Mr. Sarthak Naresh Sharma (DIN: 00794218)

Whole-time director

05.

Mr. Milan Meghnad Shah
(DIN:02964070)

Independent Director

Change in Directorship during the year:

1. Mr. Milan Meghnad Shah (DIN: 02964070) as an Additional Director (Non-Executive Independent) of
the Company with effect from 06th December, 2024, subject to the approval of the members in the 33rd
General Meeting to hold office for a term upto 5 (five) consecutive years from 06-12-2024 to 05-12¬
2029 and not liable to retire by rotation.”

2. Mr. Sureshkumar Nandlal Sharma (DIN: 00873851) has resigned from the post of the designation
w.e.f. 19/11/2024 and board has noted the same.

Directors retiring by rotation

Pursuant to section 152 of the Companies Act 2013 and Regulation 36 SEBI (LODR) Regulations 2015
read with Secretarial Standard-2 on General Meetings the relevant rules made thereunder, Mr. Sarthak
Naresh Sharma (DIN: 08239430) Whole Time Director and Mr. Narottam Kumar Nandlal Sharma (DIN:
00794167) Director is liable to retire by rotation at the ensuing Annual General Meeting (“AGM”) and
being eligible, and has sought re-appointment.

Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors has
recommended their re-appointment and the matter is being placed for seeking approval of members at
the ensuing Annual General Meeting of the Company.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in
Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2014.

Key Managerial Personnel

There has no change in designation of the Key Managerial Personnel. Mrs. Neha Milan Shah, Company
secretary and Chief Financial Officer.

11. INDEPENDENT DIRECTORS:-

Statement on Declaration given by Independent Directors:

The Company has Two Independent Directors, namely Mr. Nikhil Saran Mathur and Mr. Milan Meghnad
Shah. Each of them has submitted the requisite declarations under Section 149(7) of the Act, affirming
that they meet the criteria of independence as outlined in Section 149(6) of the Act and Regulation
16(1)(b) of the SEBI Listing Regulations.

In accordance with Regulation 25(8) of the SEBI Listing Regulations, all Independent Directors have
further confirmed that they are not aware of any circumstances or situations that could impair their
independence or affect their ability to exercise objective judgment free from external influence.

The Board of Directors has reviewed and duly noted these declarations and confirmations after
conducting a thorough assessment of their accuracy. The Independent Directors have also affirmed
compliance with the provisions of Schedule IV of the Act (Code for Independent Directors) and the
Company's Code of Conduct. There has been no change in the status or circumstances that would affect
their designation as Independent Directors during the reporting period.

Additionally, the Company has received confirmation from all Independent Directors regarding their
registration in the Independent Directors' databank, maintained by the Indian Institute of Corp orate
Affairs, in accordance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,
2014.

The terms and conditions of appointment of the Independent Directors are placed on the website of the
Company i.e. www.sanchayfinvest.in

Familiarization Programme for Independent Directors:-

Your Company has adopted a formal Familiarization Programme for Independent Directors to support
their effective participation on the Board. As part of the familiarization process, the Company provides
detailed insights into its business operations, industry dynamics, organizational structure, and group-
level businesses. Independent Directors are also informed about the regulatory and compliance
obligations under the Companies Act, 2013 and the SEBI Listing Regulations.

12. DIRECTORS' RESPONSIBILITIES STATEMENT:

Pursuant to the requirement under Section 134 (5) of Companies Act, 2013, with respect to Directors'
Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts, the applicable accounting standard had been followed
along with proper explanation relating to material departures

(ii) 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 or Loss of the
Company for that period.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provision 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 systems were adequate and operating.

1 3. NUMBER OF MEETINGS OF THE BOARD :

During the year under review, the Board has demonstrated a high level of involvement in guiding the
Company, supported by detailed discussions and timely decisions. During the financial year, Six (6)
meetings of the Board of Directors were held, the details of which are given in the Corporate
Governance Report of the Company, which forms a part of the Annual Report. The intervening gap
between the meetings was within the prescribed period under the Act and the SEBI Listing Regulations.

14. INDEPENDENT DIRECTORS MEETING:

During the year under review, the Independent Directors of the Company met 1 (one) time on February
12, 2025.

1 5. ANNUAL BOARD EVALUATION:

The Company has established a comprehensive framework for evaluating the performance of the Board
of Directors, its Committees, and Individual Directors, in line with the requirements of Sections 134 and
178 of the Act, Regulation 17(10) of the SEBI Listing Regulations, and the Company's Nomination and
Remuneration Policy.

As part of this evaluation process, structured and confidential questionnaires were circulated to all
Directors to obtain feedback on various aspects of the Board's functioning, the effectiveness of its
Committees, and the performance of each Director. The observations and responses received were
compiled, analyzed, and subsequently presented to the Chairman of the Board for review and
discussion.

The Evaluation of Directors covered several aspects, including their attendance and participation in
meetings, understanding of the Company's operations and business environment, application of
knowledge and expertise, quality of contributions to discussions, maintenance of confidentiality,
integrity, and independent judgment. Directors were also evaluated on their alignment with the
Company's core values, commitment to fiduciary responsibilities, and adherence to the Code of Conduct.

The Board's performance was assessed based on criteria such as the effectiveness of its oversight on
compliance and governance matters, clarity in the roles of the Chairman and Executive/Non-Executive
Directors, the diversity and mix of skills and expertise, strategic involvement, and overall guidance in
areas such as risk management, financial reporting, ethics, and succession planning. Particular emphasis
was placed on the Board's ability to provide strategic foresight and review the implementation of key
initiatives and policies.

The evaluation of Committees considered their structure, independence, frequency of meetings,
adherence to defined procedures, effectiveness in fulfilling their responsibilities, and the extent of their
contribution to Board decisions. The Committees were also assessed on their ability to engage
meaningfully with internal and external auditors, and their role in supporting oversight functions.

Based on the outcome, the Board concluded that the overall performance of the Board, its Committees,
and individual Directors, including Independent Directors, was found to be satisfactory.

16. COMMITTEES OF THE BOARD:

As on 31st March 2025, the Board has constituted the following committees:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholder's Relationship Committee.

During the year, all recommendations made by the committees were approved by the Board.

Details of all the Committees such as terms of reference, composition and meetings held during the
year under review are disclosed in the Corporate Governance Report, which forms part of this
Annual Report.

1 7. PERFORMANCE OF THE BOARD AND COMMITTEES:

During the year under review, the performance of the Board & Committees and Individual
Director(s) based on the below parameters was satisfactory:

(i) All Directors had attended the Board meetings;

(ii) The remunerations paid to Executive Directors are strictly as per the Company and
industry policy.

(iii) The Independent Directors only received sitting fees.

(iv) The Independent Directors contributed significantly in the Board and committee
deliberation and business and operations of the Company and subsidiaries based on their
experience and knowledge and Independent views.

(v) The compliances were reviewed periodically;

(vi) Risk Management Policy was implemented at all critical levels and monitored by the
Internal Audit team who places report with the Board and Audit committee.

1 8. CORPORATE SOCIAL RESPONSIBILITY:

Since the provisions of section 135 of the Companies Act, 2013 is not applicable to the Company as
the limits are not breached; a report on CSR activities is not required to be annexed with this
report.

19. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES /INDUSTRIAL RELATIONS FRONT:

The HR function is strategically integrated with the Company's long-term vision and is geared
towards enhancing employee experience, performance, and future readiness. This year, our
company “
SANCHAY FINVEST LIMITED” remained committed to nurturing an inclusive and
collaborative workplace culture that encourages transparency, creativity, and mutual respect. The
Company actively promotes a learning oriented environment by investing in skill-building,
leadership development, and cross-functional exposure, ensuring employees continue to grow and
thrive within the organization.

20. NOMINATION AND REMUNERATION POLICY:

The Company has not constituted the NRC according to section 178 of the companies Act 2013 and
as per SEBI (LODR) Regulation 2015 due to non-appointment of Non-Executive Directors on board.
Further the company is in process for the experienced person to be appointed on board and
complied the rules and regulations.

21. BOARD POLICIES:

The Company has the following policies which are applicable as per the Companies Act, 2013 and
SEBI (LODR) Regulations, 2015 which are placed on the website of the Company i.e.

(i) Code of Conduct for Directors and Senior Management

(ii) Nomination and Remuneration Policy

(iii) Policy on Disclosure of Material Events

(iv) Policy on preservation of Documents

(v) Policy on archival of data

(vi) Whistle Blower Policy

(vii) Policy on Related Party Transactions

(viii) POSH Policy

(ix) Dividend Distribution Policy

(x) Policy on Material Subsidiary

22. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT
:

There was no material changes and commitments have occurred between the end of the
Company's financial year of the Company to which the financial statements relate and the date of
the report which may affect the financial position of the Company or its status as a "Going
Concern”.

23. INTERNAL FINANCIAL CONTROL & INTERNAL AUDIT:

The Company has in place a robust internal control system, commensurate with the size, scale, and
complexity of its operations. These controls are supported by well-documented policies and
standard operating procedures that govern key business processes. The internal control
framework is designed to ensure the orderly and efficient conduct of business, including adherence
to internal policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy
and completeness of accounting records, and timely preparation of reliable financial information.

In compliance with Section 138 of the Act and the applicable provisions of the SEBI Listing
Regulations, the Company has established a structured Internal Audit function. The scope,
authority, and functioning of the internal audit are defined and reviewed periodically by the Audit
Committee. Internal audits are conducted at regular intervals to assess the effectiveness of
operational and financial controls and to provide assurance on the design and operating
effectiveness of internal systems.

The internal audits during the year focused on key functional areas such as inventory management,
stock, Human Resources, IT systems, and operational efficiency. The audit findings were presented
to the Audit Committee on a quarterly basis, along with management's responses and action plans.
Follow-up mechanisms are in place to ensure the timely implementation of corrective measures.

The internal and operational audit responsibilities are assigned to M/s. SKB J P & Co. Chartered
Accountants, Internal Auditor who function independently and report directly to the Audit
Committee to ensure objectivity and transparency in the audit process. The primary focus of their
audit activities is to conduct a comprehensive assessment of business risks, evaluate the
effectiveness of internal controls, and review core business processes for efficiency, compliance,
and alignment with industry best practices.

24. INVESTOR EDUCATION AND PROTECTION FUND fTEPFI:

There is no amount due to be transferred to the IEPF account. Hence, Clause is not applicable.

25. RELATED PARTY TRANSACTIONS:

During the year under review, The Company has entered into any transactions with related parties
therefore,
Form AOC-2 has been annexed as "Annexure-I” required to furnish pursuant to 188(1)
of the Companies Act 2013 read with Rule 8(1) of the Companies (Accounts) Rules, 2014.

Your Company has in place a Policy on Related Party Transactions for purpose of identification and
monitoring of Related Party Transactions and is published on the Company's website i.e.
sanchayfinvest.in

26. PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS:

The company has neither given any loans or guarantees nor made any investments as covered
under the provisions of section 186 of the Companies Act, 2013 during the financial year 2024-25.

27. DEPOSITS U/S 73 TO 76A OF COMPANIES ACT 201 3:

During the financial year, The Company has not accepted any deposits within the meaning of
Section 73 to 76A of the Companies Act, 2013 of the Act, read with the Rules made thereunder.
Hence, Clause is not applicable.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE:

The Company has not complied with the requirement of SEBI (LODR) Regulations, 2015 for which
fine was levied by BSE on Company.

BSE has raised various mails to Company for various Non-Compliance of Regulation 33, 34, 31, 76
and Corporate Governance for Quarter March 2024, June 2024 and September 2024.They had also
freezed Promoter Demat Account for Non-compliance of this Regulation.

Company afterwards complied this Regulations and BSE has levied SOP Fines vide mail dated
12.06.2025 for Late submissions of Rs. 20,06,000/-.Further Company has not paid any of this fine.
Following are the details of Fine levied:

• For Quarter March 24 Late submissions of Regulation 33 - Rs. 845000/- and Regulation 34-
Rs. 1,74,000/- .

• For Quarter June 24 Late submissions of Regulation 33 - Rs. 565000 /- .

• For Quarter September 24 Late submissions of Regulation 13(3) - Rs. 106000, Regulation
31 - Rs. 216000/- and Regulation 33- Rs. 100000/- .

29. DETAILS OF APPLICATIONS MADE OR PROCEEDINGS UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016:-

During the year under review, there is no application made or proceedings in the name of the
company under the Insolvency and Bankruptcy Code, 2016.

30. ENVIRONMENT, HEALTH AND SAFETY :

Your Company remains fully committed to upholding the highest standards of legal compliance and
operational excellence in all aspects of Health, Safety, and Environmental (HSE) management.
During the year under review, the Company continued to focus on energy and water conservation,
enhanced utilization of renewable energy sources, and efforts to minimize waste generation across
operations. These initiatives are in alignment with the Company's broader goals of sustainable
development and environmental stewardship.

The Company recognizes that safety is not a one-time initiative but an ongoing journey of
continuous improvement. Accordingly, it has outlined future plans aimed at further enhancing the
overall workforce well-being, promoting a proactive approach to health and safety, and embedding
a strong safety-first culture throughout all operational sites.

Additionally, your Company reaffirms its commitment to providing a safe, healthy, and secure
working environment across all manufacturing units and office, thereby ensuring a responsible and
people-centric approach to organizational growth.

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company is committed to fostering a work environment that upholds the highest standards of
safety, ethics, and legal compliance across all levels of its operations. To this end, a structured Vigil
Mechanism / Whistle blower Policy have been implemented in line with the provisions of the
Companies Act, 2013 and the SEBI (LODR) Regulations 2015. The Policy is also available on the
Company's official website i.e. sanchayfinvestin

There were no Complaints received for the financial year ended 31st March, 2025.

31. RISK MANAGEMENT POLICY:

The Company continues to have an effective Risk Management process in place. The Company has
in place a mechanism to identify, assess, monitor and mitigate various risks to key business
objectives. Major risks identified by the businesses and functions are systematically addressed also
discussed at the meetings of the Audit Committee and the Board of Directors of the Company.
Major risks, if any, identified by the business and functions are systematically addressed through
mitigating action on a continuous basis.

32. AUDITORS & THEIR QUALIFICATION OR REMARKS OR OBSERVATION:

Statutory Auditors:

M/S. V. R. Bhabhra & Co, Chartered Accountants (FRN No. 112B61W) were appointed as Statutory
Auditors of the Company for a period of five consecutive years at the Annual General Meeting
(AGM) of the Members held on held on September 29, 2022 But due to non-receipt of renewed
peer review certificate the Statutory Auditors has resigned from the Company w.e.f. 13th June,
2024;

M/s Jain Jagawat Kamdar & Co. Chartered Accountants (FRN No. 122530W) were appointed as a
Statutory Auditors of the Company due to Casual Vacancy till the ensuing annual general meeting
and they has given consent and eligibility for their appointment for term of 5 years from 34th AGM
to 39th AGM ended on 2030.

Qualification:

As stated in Note 38 of the Statement, the Company has not made provision for expected credit
losses in respect of certain current assets and/or current investments, including member deposit
with the M.P. Stock Exchange (Rs. 50 thousand), OTC Exchange (Rs. 225 thousand), Stock Exchange
card fees (Rs. 2,300 thousand), fixed deposit balance with Bank of India (Rs. 50 thousand), and
doubtful trade receivables (Rs. 67.21 thousand). This is not in compliance with Ind AS 109 -
Financial Instruments. Had such provision been made, the loss for the year would have increased
and current assets would have been correspondingly reduced.

REPLY:

The Company is in the process of reassessing the recoverability of these balances and will consider
recognition of appropriate provisions in accordance with Ind AS 109 in subsequent reporting
periods, based on further evaluation of the probability of recovery and updated risk assessments.

This approach has been duly disclosed to ensure transparency and enable users of the financial
statements to understand the potential impact on the financial position of the Company.

Secretarial Auditor:

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 had
appointed Ramesh Chandra Mishra & Associates, Company Secretary in practice (Membership No.:
5477 Certificate of Practice No. 3987), Secretarial Auditor to undertake the Secretarial Audit of the
Company for the Financial Year ended March 31, 2024.

The Board has further appointed Mr. Ramesh Chandra Mishra, Practicing Company Secretary
(Membership No. FCS 5477 & COP: 3987) from M/s Ramesh Chandra Mishra & Associates, Practicing
Company Secretaries, a peer reviewed firm, for a term of Five (5) consecutive financial years
commencing from the conclusion of the ensuing 34th Annual General Meeting till the conclusion of 39th
Annual General Meeting to be held in the year 2030 (i.e. to conduct the Secretarial Audit for 5 financial
year from 2025- 26 to 2029-30).

The Secretarial Audit Report is included as Annexure-IV and forms an integral part of this Report.
The Secretarial Audit Report contain the qualifications, reservations, adverse remarks or
disclaimer as provided in the
Annexure-IV.

33. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has
reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instances
of fraud committed against the Company by its officers or employees, the details of which would
need to be mentioned in the Board's Report.

34. ACCOUNTING STANDARDS:

The Company has followed Indian Accounting Standards (IND AS) issued by the Ministry of
Corporate Affairs in the preparation of its financial statements.

35. ANNUAL RETURN:

In accordance with the provisions of Section 92(3) of the Companies Act, 2013 and Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return of the Company has
been made available on the Company's official website i.e. sanchayfinvest.in

36. CORPORATE GOVERNANCE:

The Company remains steadfast in its commitment to upholding the highest standards of

Corporate Governance, emphasizing transparency, accountability, and ethical business practices in
all aspects of its operations. In accordance with Regulation 34 read with Schedule V of the SEBI
Listing Regulations, a separate report on Corporate Governance has been included as part of this
Integrated Annual Report as
Annexure-II.

Additionally, a certificate issued by Mr. Ramesh Chandra Mishra, Practicing Company Secretary
(Membership No. FCS 5477 & COP: 3987) from M/s Ramesh Chandra Mishra & Associates,
Practicing Company Secretaries of the Company, confirming compliance with the Corporate
Governance requirements as prescribed under the Listing Regulations is annexed as
Annexure- II.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

The Management Discussion and Analysis Report for the year under review, as stipulated under
the Regulation 34 read with Schedule V of SEBI Listing Regulations, forms part of this Annual
Report and is annexed as
Annexure-III.

The states of the affairs of the business along with the financial and operational developments have
been discussed in detail in the Management Discussion and Analysis Report.

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

The Company is firmly committed to fostering a safe, respectful, and inclusive workplace and
maintains a zero-tolerance policy towards any form of discrimination or harassment. In alignment
with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has implemented a comprehensive Anti-Harassment and
Grievance Redressal Policy.

To ensure proper handling of such matters, an Internal Complaints Committee (ICC) is constituted
at the Group level to address and resolve complaints related to sexual harassment in a timely and
fair manner. The policy clearly outlines the procedures, roles, and responsibilities involved in
addressing such concerns and aims to offer guidance and support to employees across all offices of
the Company. The policy covers all women employees, including those who are permanent,
temporary, or contractual. It is introduced to all employees during their induction.

During the financial year under review, the Company has not received any complaints pertaining to
sexual harassment.

The details of complaints reported under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 during F.Y 2024-25 are as follows:

1. Number of complaints at the beginning of the financial year -Nil

2. Number of complaints filed and resolved during the financial year -Nil

3. Number of complaints pending at the end of the financial year -Nil

39. PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO:

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule
8(3) of the Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation
of energy, technology absorption, and foreign exchange earnings and outgo is as follows:

Conservation of energy: -

The steps taken or impact on conservation of energy: N.A.

The steps taken by the Company for utilizing alternate sources of energy: N.A.

The capital investment on energy conservation equipment: N.A.

Technology absorption:-

The efforts made towards technology absorption: N.A.

The benefits derived like product improvement, cost reduction product development or import
substitution: N.A.

In case of imported technology (imported during the last three years reckoned from the beginning

of the financial year) -

The details of technology imported: N.A.

The year of import: N.A.

Whether the technology been fully absorbed. N.A.

If not fully absorbed, areas where absorption has not taken place and the reasons thereof; and: N.A.
The expenditure incurred on Research and Development. N.A.

Foreign Exchange Earnings and Outgo: N.A.

40. SECRETARIAL STANDARDS COMPLIANCES:

Your Company has complied with the Secretarial Standards issued by the Institute of Company
Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

41. 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:

The Company has not required to do Valuation Report and not required to do any settlement with
the bank

42. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act,
1961, and has extended all statutory benefits to eligible women employees during the year.

43. LISTING WITH STOCK EXCHANGES:

Shares of the Company are listed on BSE Limited and the Company confirms that it has paid the
annual Listing Fees for the year 2024-25.

44. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board
Members and employees of the Company in accordance with the SEBI (Prohibition of Insiders
Trading) Regulations, 2015. This Code helps the Company to maintain the Standard of Business
Ethics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and
by employees. The Compliance Officer is responsible to ensure adherence to the Code by all
concerned. The Code lays down the standard of Conduct which is expected to be followed by the
Directors and the designated employees in their business dealings and in particular on matters
relating to integrity in the workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have confirmed Compliance with
the Code. Declaration of Code of Conduct is annexed as
Annexure- V.

45. DISCLOSURE REQUIREMENTS:-

The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and is of
the view that such systems are adequate and operating effectively.

46. MAINTAINANCE OF COST RECORDS:-

The Company is not required to maintain cost records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013.

47. CAUTIONARY STATEMENT:-

Certain statements made in this Report, including those under Management Discussion and
Analysis, Corporate Governance, the Notice to Shareholders, and other sections of the Annual
Report, may constitute "forward-looking statements” as per applicable laws and regulations. These
statements reflect the Company's current intentions, expectations, projections, or forecasts
regarding future performance.

However, actual outcomes may vary materially from those expressed or implied, owing to changes
in market conditions, economic developments, or unforeseen circumstances. The Company does
not assume any obligation or responsibility for the accuracy or completeness of such forward¬
looking statements, which may be subject to revision based on future events, developments, or the
availability of new information.

47. ACKNOWLEDGEMENTS:

The Directors acknowledge and sincerely appreciate the dedication, perseverance, and hard work
demonstrated by all employees across the Company. They also extend their heartfelt thanks to the
shareholders, government bodies, regulatory authorities, banks, stock exchanges, depositories,
auditors, customers, vendors, business associates, suppliers, distributors, and the communities
surrounding the Company's operations. The Directors are grateful for their continued support,
trust, and confidence in the Company's Management.

For and on behalf of
Sanchay Finvest Limited

Sd/- Sd/-

Naresh Kumar Nandlal Sharma Sarthak Naresh Sharma

Managing Director Whole-Time Director

DIN:00794218 DIN: 08239430

Date: 02nd September 2025
Place: Indore

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