Your directors are pleased to present the 30th Annual
Report together with the Audited Financial Statements for
the Financial Year ended on 31st March, 2026.

1. PREAMBLE:

Your company was incorporated as a Private Limited
Company under the Companies Act, 1956 in the name
and style of "Usha Financial Services Private Limited"
bearing Certificate of Incorporation Number (CIN)
U74899DL1995PTC068604 issued by the Registrar of
Companies, Delhi dated May 16, 1995. Further, the
Company was converted into a Public Limited Company in
pursuance of a special resolution passed by members of
our company at the Extra-Ordinary General Meeting held on

June 03, 2022, and the name of the Company changed
from "Usha Financial Services Private Limited" to "Usha
Financial Services Limited" S Registrar of Companies,
Delhi issued a new certificate of incorporation consequent
upon conversion dated October 12, 2022 with updated
CIN i.e. U74899DL1995PLC068604.

Further, your company got listed on the Emerge platform
of the National Stock Exchange of India Limited (NSE) vide
listing approval letter dated 31st October, 2024.
Consequently, the CIN of the company further changed to
L74899DL1995PLC068604.

The Annual Report for 2025-26 covers information on
Usha Financial Services Limited''s business segments,
along with our associated activities that enable short,
medium and long-term value creation.

Note:The company was preparing the financial
statements in accordance with GAAP till the previous
financial year i.e., 2024-25. Due to increase in the paid-up
capital beyond Rs. 25 crores, the company was required
to comply with the compliances as applicable for the Main
Board. Therefore, the financial statements for this year
have been prepared in accordance with the IndAS.

3. RESERVES & SURPLUS :

The balance of statement of profit & loss account is Rs.
6,426.55 lakhs as at 31st March, 2026 which was increased
by Rs. 1,800.11 lakhs as compared to the previous financial
year.

The balance of Securities Premium Account is Rs. 10,504.01
lakhs as on 31st March 2026 which was decreased by Rs.
2,306.11 lakhs as compared to the previous financial year.

The aggregate amount of Rs. 18,620.05 lakhs carried
forward to the Balance Sheet.

4. STATUTORY RESERVE FUND:

During the year, the Company has transferred Rs. 449.20
lakhs being 20% of Net Profits to the Statutory Reserve in
accordance with the provisions of Section 45-IC of
Reserve Bank of India Act, 1934.

5. PROVISION FOR STANDARD ASSETS:

The Company has transferred ^8.29 lakhs to the provision
for standard assets during the year. With this transfer,
the closing balance of the provision for standard assets
stands at ^94.17 lakhs, which is in line with the regulatory
requirement of 0.25% of standard assets.

6. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the business
of the Company during the financial year ended March 31,
2026.

7. STATE OF AFFAIRS AND PERFORMANCE
REVIEW OF THE COMPANY

The Company is carrying out the business as non¬
deposit taking Non-Banking Finance Company for which
the Certificate of Registration (RBI B-14.02818 dated
04.01.2003) has been obtained from Reserve Bank of

India, New Delhi. The company was preparing the financial
statements in accordance with GAAP till the previous
financial year i.e., 2024-25. Due to increase in the paid-up
capital beyond Rs. 25 crores, the company was required to
comply with the compliances as applicable for the Main
Board. Therefore, the financial statements for this year
have been prepared in accordance with the IndAS.

The brief about the state of Affairs is provided hereunder:

• Gross revenue from operations of the Company is Rs.
7,113.41 Lakhs in FY 2025-26.

• Total Loans and Advances stood at Rs. 39,608.38 Lakhs
as on March 31, 2026, negative Growth of 3.69% (AUM -
Rs. 41,070.17 Lakhs) as compared to the previous
financial year.

• Net Worth stood at 22,967.58 Lakhs as on March 31,
2026 showing increase of 10.15 % as compared to the
previous financial year.

• Capital Adequacy Ratio (CRAR) increased by 3.47%.

• Total Loans disbursed in FY 2025-26 was Rs. 50,929.18
lakhs as compared to Rs 47,352.10 lakhs in FY 2024-25
i.e. increase by 7%.

• Company''s Leverage Ratio stands 0.87 times (against 7
times prescribed by RBI).

• The Company''s operations are spread across 31 states
and Union Territories.

• The company has over 25,956 borrowers out of which
51.46% are women borrowers.

8. MAJOR EVENTS DURING THE YEAR

>¦ The Board of Directors of the Company at their meeting
held on 10th June, 2025, based on the
recommendation of the Nomination and Remuneration
Committee, approved the following increase in the
remuneration of Key Managerial Personnel / Senior
Management of the Company:

• Remuneration of Mr. Rajesh Gupta, Managing
Director of the Company increased from Rs.

48.00. 000/- (Rupees Forty-Eight Lakhs Only) per
annum to Rs. 60,00,000/-(Rupees Sixty Lakhs Only)
per annum;

• Remuneration of Mrs. Geeta Goswami, CEO and
Director of the Company increased from Rs.

36.00. 000/- (Rupees Thirty-Six Lakhs Only) per an

annum to Rs. 48,00,000/-(Rupees Forty-Eight Lakhs
Only) per annum;

• Remuneration of Ms. Kritika Goswami, Company
Secretary and Compliance Officer of the Company
increased from Rs. 6,60,000/- (Rupees Six Lakhs
Sixty Thousand Only) per annum to Rs. 9,00,000/-
(Rupees Nine Lakhs Only) per annum;

• Remuneration of Mr. Prashant Raghuwanshi, Chief
Financial Officer of the Company increased from Rs.
14,40,000/- (Rupees Fourteen Lakhs Forty Thousand
Only) per annum to Rs. 19,80,000/- (Rupees
Nineteen Lakhs Eighty Thousand Only) per annum.

> The Board of Directors of the Company at their
meeting held on 10th June, 2025, based on the
recommendation of the Audit Committee, approved
the appointment of M/s Rajeev Shagun Gupta S Co.,
Chartered Accountants (Firm Registration No.
018530N) as the Statutory Auditors of the Company
to fill the casual vacancy caused due to the
resignation of M/s KRA S Co., Chartered Accountants
from the office of Statutory Auditors of the Company
with effect from 14th May, 2025. The said
appointment was thereafter approved by the
members of the Company in the Extra-Ordinary
General Meeting held on 06th August, 2025 and the
said firm held office till the conclusion of the ensuing
Annual General Meeting. The Company made the
necessary disclosure regarding such resignation to the
Stock Exchange in compliance with Regulation 30 of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

> Further, based on the recommendation of the Audit
Committee, the Board of Directors approved the
appointment / re-appointment of M/s Rajeev Shagun
Gupta S Co., Chartered Accountants as the Statutory
Auditors of the Company for a term of five
consecutive years, to hold office from the conclusion
of the 29th Annual General Meeting till the conclusion
of the 34th Annual General Meeting, subject to the
approval of the members. The said appointment was
approved by the members of the Company in the 29th
Annual General Meeting held on 30th September,
2025.

> The Board of Directors of the Company at their meeting
held on 10th June, 2025, based on the recommendation
of the Nomination and Remuneration Committee,
approved the re-appointment of Mr. Pankaj Jain (DIN:
00257801) as an Independent Director of the Company
for a second term of one year and Mrs. Nimisha Jain
(DIN: 10651632) as an Independent Director of the

Company for a second term of two years, subject to
the approval of the members of the Company. The
said re-appointments were thereafter approved by the
members of the Company in the Extra-Ordinary
General Meeting held on 06th August, 2025.

> The approval of the Board of Directors and the
members of the Company was obtained in the
meetings held on 07th July, 2025 and 06th August,
2025 respectively for increase in the Authorized
Share Capital of the Company from existing capital
of Rs. 26,00,00,000/- (Rupees Twenty-Six Crores
Only) divided into 2,60,00,000 (Two Crores Sixty
Lakhs) Equity Shares of Rs. 10/- each to Rs.

44,00,00,000/- (Rupees Forty-Four Crores Only)
divided into 4,40,00,000 (Four Crores Forty Lakhs)
Equity Shares of Rs. 10/- each, ranking pari passu in
all respects with the existing equity shares of the
Company.

Consequently, Clause V of the Memorandum of
Association of the Company was substituted with a
new clause reflecting the revised authorized share
capital and the Company adopted the amended
Memorandum of Association after obtaining the
requisite approvals.

> The Company has issued and allotted 2,17,37,631
Equity Shares as Bonus Shares in the proportion of 1:1
i.e. 1(One) new fully paid-up equity share for every
1(One) existing fully paid-up equity share held by
them. The said issue was approved by the Board of
Directors of the Company in the Board Meeting held
on 07th July, 2025. Thereafter, necessary documents
were filed with the Stock Exchange on 11th July, 2025
for obtaining the in-principle approval for the said
bonus issue. The issue was also approved by the
members of the Company in the Extra-Ordinary
General Meeting held on 06th August, 2025.
Subsequently, the in-principle approval was obtained
from the Stock Exchange vide letter dated 12th
August, 2025.

> Further, the bonus shares were allotted to all the
members existing on the record date i.e. 19th August,
2025, after obtaining approval of the Board of
Directors in their meeting held on 20th August, 2025.

> The Board of Directors, based on the recommendation
of the Audit Committee, approved the appointment of
M/s NGSG S Associates, Chartered Accountants (Firm
Registration No. 027685N), as the Internal Auditors of
the Company for the financial year 2025-26 to conduct

the internal audit of the Company in accordance
with the applicable provisions of the Companies Act,

2013 and other applicable laws.

The Board of Directors in their meeting held on 02nd
September, 2025, based on the recommendation of the
Audit Committee, approved the appointment of M/s
Priya Binani S Associates, Practicing Company
Secretaries, as the Secretarial Auditors of the Company
for a period of five years, subject to the approval of the
members, wherever applicable. The said appointment
was also approved by the members of the Company in
the 29th Annual General Meeting held on 30th
September, 2025.

> The company has started co-lending through Lending
Service Providers (LSPs) using their digital platforms in
accordance with Digital Lending Guidelines. The co¬
lending arrangements were entered into by the
Company with Vaibhav Vyapar Private Limited and
FatakPay Digital Private Limited. Subsequently, the
Board of Directors of the Company also approved the
lending through its own Digital Lending Application
named "Kreditcall".

> In line with its business expansion plan and operational
requirements, the Company expanded its branch
network during the financial year 2025-26 by
establishing 14 new branches at different locations.
Further, the Gabhana Branch was subsequently merged
with the Pahasu Usha Branch in accordance with the
operational requirements of the Company.

> During the financial year under review, Mr. Anoop Garg
(DIN: 01941972) resigned from the office of Executive
Director of the Company due to pre-occupation. The
Board of Directors took note of his resignation and
placed on record its appreciation for the valuable
guidance and contribution made by him during his
tenure with the Company.

> During the financial year under review, based on the
recommendation of the Nomination and Remuneration
Committee, the Board of Directors of the Company give
approval in their meeting held on 07th February, 2026 to
designate Mr. Rajesh Gupta (DIN: 01941985), Managing
Director of the Company, as the Chairman-cum-
Managing Director (CMD) of the Company with
immediate effect.

> During the financial year under review, the
Company had passed a Resolution by Circulation
dated 26th February, 2026, in accordance with the
provisions of Section 175 of the Companies Act,
2013, for the appointment of Mr. Nitesh Kumar Jha

(DIN: 09753494) as an Additional Independent
Director on the Board of the Company with effect from
26th February, 2026. The said appointment was
subsequently regularized by the members of the
Company in the Extra-Ordinary General Meeting held
on 15th May, 2026 in accordance with the applicable
provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

9. MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THIS REPORT:

The following changes have occurred between the end of
the financial year to which the financial statements relate
and the date of this Report but their impact on financial
position of the company is not determinable:

> The Board of Directors of the Company at their meeting
held on 20th April, 2026, approved, subject to the
approval of the Members of the Company, enhancement
in the borrowing limits of the Company under the
provisions of Section 180(1)(c) of the Companies Act,
2013 from the existing limit of Rs. 500,00,00,000/-
(Rupees Five Hundred Crores Only) to Rs.

1,000,00,00,000/- (Rupees One Thousand Crores Only).

The aforesaid proposal was subsequently approved
by the Members of the Company at the Extra¬
Ordinary General Meeting held on 15th May, 2026.

> The Board of Directors of the Company at its meeting
held on 21st May, 2026, approved the issue of 12%
Secured Redeemable Non-Convertible Debentures
(Series-Q) on a private placement basis for an aggregate
amount of up to Rs. 7,00,00,000/- (Rupees Seven
Crores Only) in accordance with the provisions of the
Companies Act, 2013, the rules made thereunder, the
SEBI (Issue and Listing of Non-Convertible Securities)
Regulations, 2021 and other applicable laws. Pursuant
thereto, Company issued Private Placement Offer Letter
and completed all necessary statutory and regulatory
compliances in connection with the proposed issue.

Subsequently, the Board of Directors at its meeting held
on 22nd June, 2026 approved the allotment of 426
(Four Hundred Twenty-Six) 12% Secured Redeemable
Non-Convertible Debentures (Series-Q) having a face
value of Rs. 1,00,000/- (Rupees One Lakh Only) each,
aggregating to Rs.4,26,00,000/-(Rupees Four Crores
Twenty-Six Lakhs Only), to the eligible applicants who
had subscribed to the issue pursuant to the Private
Placement Offer Letter.

> The Board of Directors of the Company at their meeting
held on 21st May, 2026, based on the recommendations
of the Nomination and Remuneration Committee,
approved the revision in remuneration payable to the
following Key Managerial Personnel of the Company:

• Remuneration of Mr. Rajesh Gupta, Chairman cum
Managing Director of the Company increased from Rs.

60.00. 000/- per annum to Rs. 1,44,00,000/- per
annum;

• Remuneration of Mrs. Geeta Goswami, CEO and
Director of the Company increased from Rs.

48.00. 000/- per annum to Rs. 60,00,000/- per annum;

• Remuneration of Ms. Kritika Goswami, Company
Secretary and Compliance Officer of the Company
increased from Rs. 9,00,000/- per annum to Rs.
13,20,000/- per annum.

> Mr. Prashant Raghuwanshi, Chief Financial Officer and Key
Managerial Personnel of the Company, tendered his
resignation from the office of Chief Financial Officer due to
personal reasons with effect from 03rd April, 2026.

> Based on the recommendation of the Audit Committee,
the Board of Directors at its meeting held on 20th April,
2026, approved the appointment of M/s NGSG S
Associates, Chartered Accountants, as the Internal
Auditors of the Company for the Financial Year 2026-27.

The appointment has been made to conduct internal
audit of the affairs of the Company and to further
strengthen the Company''s internal financial controls, risk
management framework, governance practices and
regulatory compliance systems.

> In order to ensure continuity in the financial management
and statutory compliances of the Company, the
Nomination and Remuneration Committee, the Audit
Committee and the Board of Directors, at their respective
meetings held on 01st July, 2026, approved the
appointment of Mr. Gopal Rawat, Head of Accounting
Department, as the Interim Chief Financial Officer (Interim
CFO) and Key Managerial Personnel of the Company with
immediate effect. Mr. Gopal Rawat shall hold office as
the Interim Chief Financial Officer until the appointment
of a regular Chief Financial Officer by the Board of
Directors or until such time as may be determined by
the Board.

> Mr. Nitesh Kumar Jha (DIN: 09753494), who was
appointed as an Additional Director (Non-Executive and
Independent) of the Company with effect from 26th
February, 2026, was regularized as an Independent
Director of the Company.

Based on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors
approved his appointment for a term of two
consecutive years commencing from 26th February,
2026 up to 25th February, 2028, subject to the
approval of the Members. The Members approved the
said appointment at the Extra-Ordinary General
Meeting held on 15th May, 2026.

Except as disclosed above, no other material changes and
commitments affecting the financial position of the
Company have occurred between the end of the Financial
Year to which the financial statements relate and the date
of this Report.

10. DEPOSITS:

Being a non-deposit taking Non-Banking Financial
Company, your Company has not accepted any deposit
from the public within the meaning of the provisions of
the Master Direction -Non-Banking Financial Companies
Acceptance of Public Deposit (Reserve Bank) Directions,
2016, and provisions of the Companies Act, 2013, and
shall not accept any deposit from the public without
obtaining prior approval of the RBI. Therefore, disclosure
required in terms of deposits accepted under Chapter V of
the Companies Act, 2013, is not applicable.

11. COMPANY''S POLICY RELATING TO
DIRECTORS'' APPOINTMENT. PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR
DUTIES:

Pursuant to Section 178(3) of the Companies Act, 2013
and Regulation 19(4) read with Part D of Schedule II of the
SEBI Listing Regulations, the Board has framed a
Remuneration Policy. This policy, inter alia, lays down:

• The criteria for determining qualifications, positive
attributes, and independence of directors;

• Broad guidelines of compensation philosophy and
structure for non-executive directors, key managerial
personnel and other employees; and

• Role of Nomination and Remuneration Committee in
relation to the appointment and remuneration.

12. THE BOARD OF DIRECTORS & KEY
MANAGERIAL PERSONNEL APPOINTED OR
RESIGNED DURING THE YEAR:

As on 31st March, 2026, the composition of the Board
of Directors and key Managerial Personnel is as
follows:

The following changes have taken place in the
composition of the Board of Directors and KMP during the
financial year 2025-26:

> Based on the recommendation of the Nomination and

Remuneration Committee, the Board of Directors

approved the re-appointment of Mr. Pankaj Jain (DIN:
00257801) as an Independent Director of the Company
for a second term of one year commencing from 10th
June, 2025, subject to the approval of the members. The
said re-appointment was approved by the members of the
Company in the Extra-Ordinary General Meeting held on
06th August, 2025.

> Based on the recommendation of the Nomination and

Remuneration Committee, the Board of Directors

approved the re-appointment of Mrs. Nimisha Jain (DIN:
10651632) as an Independent Director of the Company
for a second term of two years commencing from 10th
June, 2025, subject to the approval of the members. The
said re-appointment was approved by the members of the
Company in the Extra-Ordinary General Meeting held on
06th August, 2025.

> Mr. Nitesh Kumar Jha (DIN: 09753494) was appointed as
an Additional Director (Non-Executive and Independent)
of the Company with effect from 26th February, 2026.
Based on the recommendation of the Nomination and
Remuneration Committee, the Board approved his
appointment as an Independent Director for a term of two
consecutive years commencing from 26th February, 2026
up to 25th February, 2028, subject to the approval of the
members. The said appointment was approved by the
members in the Extra-Ordinary General Meeting held on
15th May, 2026.

> During the year under review, Mr. Anoop Garg (DIN:
01941972) resigned from the office of Executive Director
of the Company w.e.f. 16th October, 2025 due to pre¬
occupation.

> At the 29th Annual General Meeting, Mr. Rajesh Gupta
(DIN: 01941985), who was liable to retire by rotation,
was re-appointed as Director of the Company.

In opinion of the Board of Directors, the Independent
Directors appointed are the person of integrity, expertise
and experience (including the proficiency) and fulfils
requisite conditions as per applicable laws and are
independent of the management of the Company. Further,
all the Directors of the Company have confirmed that they
are not disqualified to act as Director in terms of Section
164 of the Companies Act, 2013.

Following changes occurred after the closure of financial
year till the date of this report. The details of such change
are as follows:

> Mr. Prashant Raghuwanshi, Chief Financial Officer and
Key Managerial Personnel of the Company, resigned
from the office of CFO due to personal reasons with
effect from 03rd April, 2026. The Board of Directors, at
its meeting held on 20th April, 2026, took note of and
accepted his resignation. The Board placed on record its
sincere appreciation for the valuable services rendered
by him during his tenure with the Company.

> Pursuant to the recommendation of the Nomination and
Remuneration Committee and the Audit Committee, the
Board of Directors at its meeting held on 01st July, 2026
approved appointment of Mr. Gopal Rawat, Head of

Accounting Department, as the Interim Chief Financial
Officer (Interim CFO) and Key Managerial Personnel of
the Company with immediate effect. He shall continue
to hold office until the appointment of a regular Chief
Financial Officer or until such time as may be decided
by the Board of Directors.

RETIREMENT BY ROTATION:

Mrs. Nupur Gupta having DIN: 09305281, Non-Executive
Director of the Company retires by rotation at the ensuing
AGM, being eligible, offers herself for re-appointment.

STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS:

All the independent directors have submitted a
declaration of independence, stating that they meet
the criteria of independence provided under Section
149(6) of the Act read with Regulation 16 of the
SEBI Listing Regulations, as amended. They also
confirmed compliance with the provisions of Rule 6
of Companies (Appointment and Qualifications of
Directors) Rules, 2014, as amended, relating to
inclusion of their name in the databank of
independent directors.

The Board took on record the declaration and
confirmation submitted by the independent directors
regarding them meeting the prescribed criteria of
independence, after undertaking due assessment of

the veracity of the same in terms of the requirements of
Regulation 25 of the SEBI Listing Regulations.

> In the opinion of the Board, the independent directors fulfil
the conditions specified in the Act read with rules made
thereunder and have complied with the code for
independent directors prescribed in Schedule IV to the Act.

13. NUMBER OF MEETINGS OF THE BOARD AND
COMMITTEES THEREOF

During the year under review, the Board of Directors of
the Company met 14 (Fourteen) times during the
Financial Year ended March 31, 2026 that are mentioned
below:

* Mr. Anoop Garg resigned from the office of Executive Director
ofthe Company vide his resignation letter dated 16th October,
2025due to pre-occupation.

** Mr. NteshKumarJha wasappointedasan AdditionalDirector
(Non-Executive and Independent) of the Company wth effect
from 26 February, 2026. Therefore, he was eligible to attend
only the Board Meetings held after his appointment.

The Company has constituted various Committees of the
Board in accordance with the provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The details
with respect to the composition of such Committees, terms
of reference, number of meetings held during the financial
year 2025-26 and attendance of the members thereat are
set out in the Corporate Governance Report forming part
of this Annual Report.

14. STATEMENT BY THE BOARD WITH REGARD TO
INTEGRITY, EXPERTISE AND EXPERIENCE OF
THE INDEPENDENT DIRECTORS APPOINTED
DURING YEAR

Your Board of Directors is satisfied with the veracity of the
submissions and has concluded that all Independent
Directors are individuals of integrity, possessing the
requisite expertise, proficiency, and experience necessary
to qualify and continue as Independent Directors of the
Company. Furthermore, the Board affirms that they remain
independent of the management.

15. PERFORMANCE EVALUATION OF THE BOARD,
ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

In terms of the provisions of the Act and the Listing
Regulations, Board carries out an annual performance
evaluation of its own performance, its committees, and
Directors individually including Independent Directors
based out of the criteria and framework adopted by the
Board. A structured questionnaire covering various aspects
of evaluation of performance of the Board, its committees
and individual Directors (including independent directors)
were circulated for completion of the evaluation process.

The responses and recommendations received from
Directors were subsequently reviewed and deliberated
upon by Nomination and Remuneration Committee (NRC)
and the Board at their respective meetings.

The evaluation process covered various aspects of the
Board and Committees'' functioning including their
composition, experience, competencies, performance of
specific duties, obligations, governance issues, attendance
and contribution of individual directors and the effective

exercise of independent judgement.

16. RISK MANAGEMENT POLICY:

The Company has laid down a comprehensive Risk
Assessment and Minimization Procedure which is reviewed
by the Board from time to time. The Board of Directors has
adopted the Risk management policy which sets out the
framework for the management of risks faced by the
Company in the conduct of business to ensure that all
business risks are identified, managed and monitored.

17. SUBSIDIARY, JOINT-VENTURE AND
ASSOCIATE COMPANY:

The Company doesn''t have any Subsidiary, Joint Venture
and/or Associate Company during the year under review.

18. DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS,
COURTS AND TRIBUNALS:

During the financial year under review, the company has
received in-principle approval from the Stock Exchange
for listing and trading of the bonus shares vide approval
letter dated 12th August, 2025.

No other significant and material orders passed by any
Regulators, Courts or Tribunals impacting the going
concern status of the Company and its future operations.

19. CAPITAL STRUCTURE:

The company has issued only one kind of shares i.e. equity
shares. The summary of authorized, issued, subscribed and
paid-up capital of the company is as follows:

AUTHORIZED SHARE CAPITAL

The Authorized Equity Share Capital of the Company at the
beginning of the financial year 2025-26 was Rs.

26.00. 00.000/-(Rupees Twenty-Six Crores Only) divided into

2.60.00. 000 (Two Crores Sixty Lakhs) Equity Shares of Rs.
10/- (Rupees Ten Only) each.

During the year under review, the Company increased its
Authorized Share Capital from the existing Rs. 26,00,00,000/-
(Rupees Twenty-Six Crores Only) divided into 2,60,00,000
(Two Crores Sixty Lakhs) Equity Shares of Rs. 10/- each to
Rs. 44,00,00,000/- (Rupees Forty-Four Crores Only) divided
into 4,40,00,000 (Four Crores Forty Lakhs) Equity Shares
of Rs. 10/-each ranking pari passu in all respects with the
existing Equity Shares of the Company.

The said increase in the Authorized Share Capital was
approved by the Board of Directors in its meeting held on
07th July, 2025 and subsequently approved by the
members of the Company at the Extra-Ordinary General
Meeting held on 06th August, 2025. Consequently,
Clause V of the Memorandum of Association of the
Company was altered to give effect to the said increase
in the Authorized Share Capital.

Accordingly, the Authorized Share Capital of the Company
as on 31st March, 2026 stood at Rs. 44,00,00,000/-
(Rupees Forty-Four Crores Only) divided into 4,40,00,000
(Four Crores Forty Lakhs) Equity Shares of Rs. 10/- (Rupees
Ten Only) each.

SUBSCRIBED, ISSUED AND PAID-UP EQUITY SHARE
CAPITAL:

> The subscribed, issued and paid-up Equity Share Capital
of the Company at the beginning of the financial year
2025-26 was Rs. 21,73,76,310/- (Rupees Twenty-One
Crores Seventy-Three Lakhs Seventy-Six Thousand
Three Hundred and Ten Only) comprising of 2,17,37,631
(Two Crores Seventeen Lakhs Thirty-Seven Thousand
Six Hundred Thirty-One) Equity Shares of Rs. 10/-
(Rupees Ten Only) each.

> During the year under review, following alterations were
made in the paid-up equity share capital of the
company:

• The Company had issued and allotted 2,17,37,631
(Two Crores Seventeen Lakhs Thirty-Seven
Thousand Six Hundred Thirty-One) Bonus Equity
Shares of Rs. 10/- each to the existing equity
shareholders of the Company in the ratio of 1:1, i.e.,

1 (One) fully paid-up Bonus Equity Share for every 1
(One) existing fully paid-up Equity Share held,
pursuant to the approval of the Board of Directors in
its meeting held on 07th July, 2025 and approval of
the members of the Company at the Extra-Ordinary
General Meeting held on 06th August, 2025.

• After receipt of the in-principle approval from the
Stock Exchange and completion of all necessary
formalities, the said Bonus Shares were allotted by the
Board of Directors in its meeting held on 20th August,
2025 to the members whose names appeared in the
Register of Members / list of beneficial owners as on
the Record Date i.e., 19th August, 2025.

> Consequently, the paid-up Equity Share Capital of the
Company increased from Rs. 21,73,76,310/- (Rupees
Twenty-One Crores Seventy-Three Lakhs Seventy-Six
Thousand Three Hundred and Ten Only) comprising of
2,17,37,631 Equity Shares of Rs. 10/- each to Rs.
43,47,52,620/- (Rupees Forty-Three Crores Forty-Seven
Lakhs Fifty-Two Thousand Six Hundred and Twenty Only)
comprising 4,34,75,262 (Four Crores Thirty-Four Lakhs
Seventy-Five Thousand Two Hundred Sixty-Two) Equity
Shares of Rs. 10/-(Rupees Ten Only) each.

> Accordingly, the issued, subscribed and paid-up Equity
Share Capital of the Company as on 31st March, 2026
stood at Rs. 43,47,52,620/- (Rupees Forty-Three Crores
Forty-Seven Lakhs Fifty-Two Thousand Six Hundred and
Twenty Only) comprising of 4,34,75,262 (Four Crores
Thirty-Four Lakhs Seventy-Five Thousand Two Hundred
Sixty-Two) Equity Shares of Rs. 10/- each.

The summary of the allotments made during the year
under review are as follows:

Change in the paid-up share capital after the closure of the financial year:

There was no change in the paid-up equity share capital of the company after the closure of the Financial Year ended 31^st
March, 2026 and up to the date of this report.

20. DEBENTURE STRUCTURE:

During the year under review, the Company had issued and
allotted Secured Redeemable Non-Convertible Debentures
("NCDs") through private placement under various series
/ tranches in accordance with the terms approved by the
Board of Directors and within the overall borrowing /
issuance limits approved by the members of the
Company. The Company also undertook pre-redemption/

exercise of call option in respect of certain existing
debenture series during the year, in accordance with the
respective terms of issue and the Debenture Trust Deed.

The Company had, inter alia, issued / dealt with the
following series of debentures during the financial year
2025-26:

As per the provisions of the Companies Act, 2013 and other
applicable rules and regulations, the Company has appointed
MITCON Credentia Trusteeship Services Limited

through its authorized representative(s) was appointed to
act as Debenture Trustee for the Debenture holders
("Trustees") of "Series N", "Series O" and "Series P";

The number of debentures outstanding as on 31st March,
2026 are being provided in the Notes to Financial
Statements.

21. CODE FOR PREVENTION OF INSIDER
TRADING

The Board has adopted a code to regulate, monitor and
report trading by Designated Persons in securities of the
Company while in possession of Unpublished Price
Sensitive Information (UPSI) in relation to the Company.
The Board has further approved the code for practices and
procedures for fair disclosure of UPSI and policy
governing procedure of inquiry in case of suspected leak
of UPSI. The code has also been hosted on website of
Company.

The Company has also put in place a Structured Digital
Database as required under Regulation 3(5) of SEBI
(Prohibition of Insider Trading) Regulations, 2015.

22. CORPORATE GOVERNANCE

Your Company believes that a good corporate governance
system is necessary to ensure its long-term success. Your
Company ensures good governance through implementation
of effective policies and procedures, which are mandated

and regularly reviewed by the Board or Committees of
Board of Directors of the Company. The Company''s Board
Approved Policies have been uploaded on the Company''s
website and can be accessed at https: /

www.ushafinancial.com/policies.html.

Further, A report on Corporate Governance as per the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations) is attached and
forms part of this report.

23. AUDITORS & THEIR REPORTSSTATUTORY AUDITOR:

M/s K R A S Co., Chartered Accountants have tendered its
resignation from the position of Statutory auditors of the
company with effect from 14th May, 2025 subject to the
provisions for rotation of auditor in every 3 years of its
services in accordance with the RBI Guidelines. Although,
the provisions related to rotation of auditor are not
applicable on the company but the Company and the
auditors intend to apply it for best Prudent Corporate
Governance Practice. Pursuant to the casual vacancy
caused by resignation of M/s KRAS Co., Chartered
Accountants (Firm Registration No. 020266N), the Board of
Directors of the company in their Board Meeting held on
10^th June, 2025, based on the recommendation of the
Audit Committee, have proposed the appointment of M/s
Rajeev Shagun Gupta S Co., Chartered Accountants, (Firm
Registration No. 018530N) as statutory Auditor and the
proposed Auditor was regularized by the members of the
company in General Meeting held on 06th August, 2025.

Further, based on the recommendation of the Audit
Committee, the Board of Directors and the members of the
Company approved the regularization of appointment of
M/s Rajeev Shagun Gupta S Co., Chartered Accountants
(Firm Registration No. 018530N) as the Statutory Auditors
of the Company for a term of five consecutive years from
the conclusion of the 29th Annual General Meeting till the
conclusion of the 34th Annual General Meeting of the
Company, in accordance with the applicable provisions of
the Companies Act, 2013.

SECRETARIAL AUDITOR:

The Audit Committee of the Company, in its meeting held
on 01st September, 2025, recommended the appointment
of M/s Priya Binani S Associates, Company Secretaries (COP
No. 24562) as the Secretarial Auditors of the Company for a
term of five consecutive years commencing from the
financial year 2025-26 till the financial year 2029-30, at a
remuneration of Rs. 50,000/- (Rupees Fifty Thousand
Only) per annum.

Thereafter, the Board of Directors of the Company, in its
meeting held on 02nd September, 2025, based on the
recommendation of the Audit Committee, approved the
appointment of M/s Priya Binani S Associates, Company
Secretaries (COP No. 24562) as the Secretarial Auditors of
the Company for the aforesaid term, subject to the approval
of the members of the Company.

The said appointment was subsequently approved by the
members of the Company at the 29th Annual General
Meeting held on 30th September, 2025.

INTERNAL AUDITOR:

The Board of Directors of the Company in its meeting held
on 07th July, 2025, based on the recommendation of the
Audit Committee in its meeting held on 07th July, 2025,
approved the appointment of M/s NGSG S Associates,
Chartered Accountants (Firm Registration No. 027685N)
as the Internal Auditors of the Company to conduct the
Internal Audit for the financial year 2025-26, at a
remuneration of Rs. 5,00,000/- per annum, on such terms
and conditions as may be mutually agreed between the
Company and the Internal Auditors.

24. REPORTING OF FRAUD:

During the year under review, neither the statutory auditors
nor the secretarial auditor have reported to the Audit
Committee or the Board, under Section 143 (12) of the
Act, 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.

25. EXPLANATIONS OR COMMENTS BY THE BOARD
ON EVERY QUALIFICATION. RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE BY
THE AUDITORS OF THE COMPANY:

The observations made in Statutory Auditors'' Report given by
M/s. Rajeev Shagun Gupta S Co., Chartered
Accountants (Firm Registration No. 018530N) are self¬
explanatory and do not contain any reservation, qualification
or adverse remarks. Therefore, needs no further clarification/
explanations as required under Section 134 of the Companies
Act, 2013. The Statutory Audit report is attached with the
Financial Statement and forms part of this report.

The Secretarial Auditors'' Report given by M/s Priya Binani S
Associates, Company Secretaries (COP No. 24562) do not
contain any reservation, qualification or adverse remarks.
The same is annexed to this Annual Report as
ANNEXURE- A.

However, the auditor has made an observation in their
report. Therefore, clarification/ explanations provided by
the Board as required under Section 134 of the Companies
Act, 2013 are provided hereunder:

26. COMPLIANCE WITH SECRETARIALSTANDARDS:

The Company has Complied with the applicable Secretarial
Standards (as amended from time to time) on meetings of
the Board of Directors (SS-1) and Secretarial Standards on
General Meeting (SS-2) for the Financial Year ended on 31st
March, 2026 as issued by The Institute of Company
Secretaries of India and approved by Central Government
under section 118(10) of the Companies Act, 2013.

27. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:

Your Company had not entered into any transactions with
the related parties which could be considered material in
terms of Section 188 of the Companies Act, 2013. All
Related Party Transactions entered into during the financial
year were on an arm''s length basis and were in the ordinary
course of business. Particulars of contracts or arrangements
with related parties referred to in Section 188(1) of the
Companies Act, 2013, in the prescribed Form AOC-2 is
annexed to this Report as ANNEXURE- B.

However, the disclosure of transactions with related parties
for the financial year, as per Ind AS -24 Related Party
Disclosures is provided in Notes to the Balance Sheet as on
March 31, 2026.

28. DETAILS OF POLICY DEVELOPED AND
IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES:

The Brief Outline of CSR Policy and initiatives undertaken
during the year has been provided in the Annual Report on
CSR for the financial year under review which is annexed
as ''ANNEXURE - C'' to this Report.

29. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENT UNDER SECTION 186:

The Company is a Non-Banking Financial Company
("NBFC") registered with the Reserve Bank of India and is
engaged in financing activities. Particulars of loans,
guarantees, securities and investments, to the extent
applicable under Section 186 of the Companies Act, 2013,
are disclosed in the notes forming part of the Financial
Statements.

30. DETAILS OF ADEQUACY OF INTERNAL
FINANCIAL CONTROLS:

The Company has in place adequate internal financial
controls with reference to the financial statements and

other operational areas. These controls have been
designed to provide reasonable assurance regarding the
reliability of financial reporting, compliance with applicable
laws and regulations, and the effectiveness and efficiency
of operations.

1. Control Environment

• The Company has established a strong governance

framework with clearly defined roles and

responsibilities.

• Policies and procedures are documented across key
functions such as credit, operations, collections,
treasury and compliance.

2. Accounting and Banking Controls

• Financial transactions are recorded in accordance
with Indian Accounting Standards (IndAS).

• Adequate controls are in place for bank

reconciliation, general ledger review and

preparation of financial statements.

• For the outflows of fund Maker-Checker concept
is deployed.

• Transactional limits are put in place to avoid any
error in the payments/ disbursements.

3. Credit and Loan Management Controls

• Standard Credit Appraisal and Approval Mechanism
is followed for all loan proposals.

• Loan documentation is done as per approved
checklist, vetted and verified by legal team.

• Post-disbursement monitoring is undertaken to
track end-use, repayment behavior and covenant
checks.

4. Audit and Monitoring

• Internal audit/review is conducted on a periodic
basis by an independent audit firm.

• Findings are reviewed by the management and
corrective action is taken where necessary.

• Internal audit/review includes review of various
transactions such as disbursements, borrowing,
expenses, accounting, statutory dues payment to
ensure timely compliance, etc.

5. IT and Operational Controls

• Core Lending System (LMS) is implemented to
manage loan lifecycle with built-in controls.

• User access management and role-based controls
are in place.

• Regular data backups and cybersecurity measures
have been implemented.

6. Regulatory Compliance

The Company ensures compliance with all applicable
laws and RBI regulations, including timely submission
of returns, KYC/AML norms, and periodic reporting
under RBI''s Master Direction for NBFCs.

7. Oversight and Review

• The Board and the Audit Committee review internal
control systems regularly.

• The CEO and/or CFO provide certifications under
the Companies Act and applicable SEBI regulations,
wherever required.

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, and the reviews performed by management and
auditors, the Board is of the opinion that the internal
financial controls are adequate and operating effectively as
on the date of this report.

31. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The particulars required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules 2014 in respect of conservation of
energy and technology absorption are provided
hereunder: -

a. Conservation of energy-

(i) the steps taken or impact on conservation of energy:

-NA

(ii) the steps taken by the company for utilizing
alternate sources of energy: -NA

(iii) the capital investment on energy conservation
equipment:

-NA

b. Technology absorption-

(i) the efforts made towards technology absorption: -NA

(ii) the benefits derived like product improvement, cost
reduction, product development or import
substitution:

-NA

(iii) in case of imported technology (imported during
the last three years reckoned from the beginning of
the financial year)

(a) the details of technology imported: -NA

(b) the year of import: -NA

(c) whether the technology been fully absorbed: -NA

(d) if not fully absorbed, areas where absorption
has not taken place, and the reasons thereof; -
NA

(iv) the expenditure incurred on Research and
Development-NA

c. Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows
during the year is NIL and the Foreign Exchange outgo
during the year in terms of actual outflows is NIL.

32. COMPLIANCE WITH RBI GUIDELINES:

The Company being an NBFC has complied with all the regulations of the Reserve Bank of India applicable for non-deposit
taking NBFCs including but not limited to Reserve Bank of India (Non-Banking Financial Companies - Registration,
Exemptions and Framework for Scale Based Regulation) Directions, 2025.

FAIR PRACTICES CODE

The Company has in place a Fair Practices Code ("FPC") as
approved by the Board and amended regularly as and when
required, in accordance with the amended guidelines issued
by RBI, which sets the fair practice standards while dealing
with its customers and legal entities. The FPC is available on
the website of the Company at https:
/www.ushafinancial.com/policies.html

CODE OF CONDUCT AND TRANSPARENCY

The Company has adopted the unified Code of Conduct in
compliance with the guidelines issued by RBI. All the
directors confirmed that they are not disqualified from
being appointed/ continuing as Directors in terms of
Section 164 (1) S (2) of the Companies Act, 2013. Further,
all the directors and Senior Management of the Company
adhere to the Code of Conduct of the company.

33. COMPANY''S WEBSITE

Your Company has its fully functional website https: /
www.ushafinancial.com/, which has been designed to
exhibit all the relevant details about the Company. The site
carries a comprehensive database of information of the
Company including the Financial Results, details of Board
Committees, Corporate Policies/ Codes, business activities
and current affairs of your Company.

34. DISCLOSURE OF REMUNERATION

The disclosure with respect to remuneration as required
under Section 197(12) read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is provided under ANNEXURE- D forming part
of this report.

PARTICULARS OF EMPLOYEES

The provisions of Rule 5(2) S 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are not applicable, as there is no such
employee who were drawing / in receipt of remuneration of
prescribed amount during the period under review.
Therefore, no such statement is provided in the Annexure.

35. SEXUAL HARASSMENT POLICY FOR WOMEN
UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment
at the workplace and has adopted a policy on prevention,
prohibition and redressal of sexual harassment at workplace
in line with the requirements of the Sexual Harassment of
Women at the Work Place (Prevention, Prohibition and
Redressal) Act, 2013 and rules framed thereunder. We
follow a gender-neutral approach in handling complaints of
sexual harassment and also assures discretion and
guarantees non-retaliation to complainants.

CONSTITUTION OF COMMITTEE - SEXUAL
HARASSMENT AT WORKPLACE

> The Company has complied with the provisions
relating to Constitution of Internal Complaints
Committee (ICC) under Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

> Further, during the year under review, no case was
filed under the provisions of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

The Annual Report of ICC for period commencing from Jan
01, 2025 till Dec 31, 2025 was submitted to the office of
District Collector, Delhi on January 28, 2026.

36. MAINTENANCE OF COST RECORDS:

Maintenance of cost records and requirement of Cost
Audit as specified by the Central Government under
Section 148 (1) of the Act, is not applicable for the
business activities carried out by the Company and
hence, such accounts and records are not maintained.

37. PROCEEDINGS PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016:

No application or proceeding was initiated in respect of
the Company under Insolvency and Bankruptcy Code
2016.

38. 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.

During the year under review, there were no transactions
or events with respect to the One-time settlement with
any bank or financial institution, hence no disclosure or
reporting is required.

39. DIRECTOR''S RESPONSIBILITY STATEMENT:

In accordance with Clause (c) Of Sub-Section (3) Of
Section 134 of the Companies Act, 2013, the Directors
would like to inform the Members that the Audited
Accounts for the financial year ended March 31, 2026,
are in full conformity with the requirement of the
Companies Act, 2013. The Financial Accounts for the
reporting period are audited by the Statutory Auditors,
M/s. Rajeev Shagun Gupta S Co., Chartered Accountants
(Firm Registration No. 018530N).

It is further confirmed to the members that: -

a. in the preparation of the annual accounts, the
applicable accounting standards had been followed
along with proper explanation relating to material
departures;

b. the Directors had 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

c. the Directors had 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 had prepared the annual accounts on a
going concern basis;

e. 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; and

f. the Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating
effectively.

40. STATEMENT ON MATERNITY BENEFIT
COMPLIANCE:

That the Company is in compliance with all the applicable
provisions mentioned in the Maternity Benefit Act, 1961.

41. DIVIDEND

In order to undertake and carrying future plans, it is
necessary to conserve the resources. Therefore, the Directors
are of the opinion of retaining the profits for the year within
the Company, and thus have not recommended any dividend
on equity shares for the year ended March 31, 2026.

42. TRANSFER OF UNCLAIMED DIVIDEND TO
INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 and 125 of the
Companies Act, 2013 read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 ("IEPF Rules"), dividend, if not claimed for
a period of 7 years from the date of transfer to Unpaid Dividend
Account of the Company, shall be transferred to the Investor
Education and Protection Fund ("IEPF").

The provision of Section 125 (2) of the Companies Act, 2013
does not apply as there was no dividend declared and paid
in the previous years.

43. EXPLANATION FOR DEVIATION(S) OR
VARIATION(S) IN ACCORDANCE WITH
REGULATION 32 OF SEBI (LODR) REGULATIONS,
2015

The provisions of Regulation 32 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 are not
applicable to the Company during the financial year under
review.

Therefore, the Company is not required to furnish an
explanation in relation to the variation or deviation as
stipulated under Regulation 32 of SEBI (LODR) Regulations,
2015.

44. WEB LINK OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of
the Companies Act, 2013, the Company is having website
www.ushafinancial.com and annual return of Company has
been published on such website. Link of the same is given
below: https: / www.ushafinancial.com/annual-return.html .

ACKNOWLEDGEMENT

The Board extends its sincere appreciation to all
stakeholders whose dedication, expertise, and continued
support have contributed to the achievements and progress
highlighted in this report. We acknowledge the commitment
of management, employees, shareholders, business
partners, customers, and regulatory authorities for their
valuable contributions throughout the reporting period. Their
collaboration, trust, and unwavering commitment have been
instrumental in advancing the organization''s objectives and
sustaining its growth. The Board also expresses its gratitude
for the continued confidence placed in the organization and
looks forward to building on these accomplishments in the
years ahead.

FOR AND ON BEHALF OF THE BOARD
USHA FINANCIAL SERVICES LIMITED

SD/- SD/-

Rajesh Gupta Geeta Goswami

Chairman cum Managing Director Director and CEO

DIN: 01941985 DIN: 07810522

Address: B-191, Yojna Vihar, Delhi-110092 Address: A-236, 1st Floor, Block-A, Opposite Angel mall,

Kaushambi, Vasundhra, Ghaziabad- 201012, UP

_Date: 1_{2 08 2026} Date: 12-08-2026

Date: 12-08-2026

Place: Ghaziabad ^{Place: Ghaziabad}

Your Directors are pleased to present the 29^th Annual Report together with the Audited Financial
Statements for the Financial Year ended on 31^st March, 2025.

PREAMBLE

Your company was incorporated as a Private
Limited Company under the Companies Act,
1956 in the name and style of “Usha
Financial Services Private Limited” bearing
Certificate of Incorporation Number (CIN)
U74899DL1995PTC068604 issued by the
Registrar of Companies, Delhi dated May 16,
1995. Further, the Company was converted
into a Public Limited Company in pursuance
of a special resolution passed by the
members of our Company at the Extra¬
Ordinary General Meeting held on June 03,
2022, and the name of the Company
changed from “Usha Financial Services
Private Limited” to “Usha Financial Services
Limited” & Registrar of Companies, Delhi
issued a new certificate of incorporation
consequent upon conversion dated October
12, 2022 with updated CIN i.e.

U74899DL1995PLC068604.

Further, your company got listed on the
Emerge platform of the National Stock
Exchange of India Limited (NSE) vide listing
approval letter dated 31st October, 2024.
Consequently, the CIN of the company
further amended to

L74899DL1995PLC068604.

The Annual Report for 2024-25 covers
information on Usha Financial Services
Limited’s business segments, along with our
associated activities that enable short,
medium and long-term value creation.

To be the market leader and able to
empower our customers and businesses to
achieve their financial goals through
innovative, accessible and customer centric
solutions. We also embark upon providing
services to unserved sections through
financial alliances.

MISSION

To provide innovative, reliable, and
accessible financial solutions that
empowers individuals and Businesses to
achieve their financial aspirations, while
maintaining the highest standards of
integrity, customer service, and social
responsibility.

MOTO

“WE SUPPORT YOUR GOALS"

Since Inception of this Company, we’ve been
driven by one single, purposeful GOAL¬
INVESTING IN THE SMALLEST DREAMS.

REPORTING PERIOD

The period under report comprises of the
period starting from 1st April 2024 to 31st
March, 2025 (inclusive of both the dates)

FINANCIAL RESULTS

The Financial performance of your Company
for the Financial Year ended on 31st March,
2025 and the corresponding figures for the
last year is summarized below:

The balance of profit & loss account is Rs.
4,881.78 lakhs as at 31 st March, 2025 which
was increased by Rs. 1104.09 lakhs as
compared to the previous financial year.

The balance of Securities Premium Account
is Rs. 12,810.12 lakhs as on 31^st March 2025
which was increased by Rs. 8017.1 lakhs as
compared to the previous financial year.

The aggregate amount of Rs. 18,941.33 lakhs
were carried forward to the Balance Sheet.

STATUTORY RESERVE FUND

During the year, the Company has transferred
Rs. 276.02 lakhs being 20% of Net Profits to
the Statutory Reserve in accordance with the
provisions of Section 45-IC of Reserve Bank
of India Act, 1934.

PROVISION FOR STANDARD ASSETS

The Company has transferred ^22.47 lakhs
to the provision for standard assets during
the year. With this transfer, closing balance of
provision for standard assets stands at
96.46 lakhs, which is in line with regulatory
requirement of 0.25% of standard assets.

There has been no change in the nature of
the business of the Company during the
financial year ended March 31,2025.

STATE OF AFFAIRS AND PERFORMANCE
REVIEW OF THE COMPANY

The Company is carrying out the business as
non-deposit taking Non-Banking Finance
Company for which the Certificate of
Registration (RBI B-14.02818 dated
04.01.2003) has been obtained from
Reserve Bank of India, New Delhi.

> Gross revenue from operations of the
Company is Rs. 5,963.44 Lakhs in FY
2024-25.

> Total Loans and Advances stood at Rs.
41,070.17 Lakhs as on March 31, 2025,
reflecting growth of 33.80% as compared
to the previous financial year.

> Net Worth stood at Rs. 21,115.09 as on
March 31, 2025 showing increase of
99.15% as compared to the previous
financial year.

> Capital Adequacy Ratio (CRAR) increased
by 50.72%.

¦ Total Loans disbursed in FY 2024-25 was
Rs.47,352.02 lakhs as compared to Rs
31,255.43 lakhs in FY 2023-24 i.e.
increase by 51.50%.

¦ Company’s Leverage Ratio stands at 0.87
times (against 7 times prescribed by RBI).

¦ The Company’s operations are spread
across 20 states.

¦ The company has over 13,000 borrowers
out of which 80% are women borrowers

MAJOR EVENTS DURING THE YEAR

> The Company has issued and allotted
52,92,541 Equity shares as Bonus shares.
The Board of Directors of the Company
approved the issue in the Board meeting
dated 01st June, 2024 and the same had
been approved by the members of the
Company in the Extra-ordinary General
Meeting held on 03rd June, 2024. The
allotment has been further approved by
the Board of Directors in their meeting
held on 12th June, 2024.

> Adoption of a new set of Article of
Association of the Company had been
approved in the Board meeting of the
Company held on 02nd July, 2024 and
was also approved by the members of the
company in Extra Ordinary General
Meeting held on 04th July, 2024.

> The Independent Directors were
appointed w.e.f. 10th June, 2024.
Thereafter, approval for constitution of the
following committees was obtained by the
board of directors in the Board meeting
dated 02nd July, 2024:

o Stakeholder Relationship Committee
o Initial Public Offering Committee

> Further, the re-constitution of the
following committees was also approved
by the Board of Directors of the Company

in the meeting held on 02nd July, 2024:
o Audit Committee

o Nomination and Remuneration
Committee

___o Risk Management Committee

> The Board of Directors also approved the
new logo of the company with tag line
“We Support Your Goals” in the Board
meeting of the Company held on 02nd
July, 2024. Details of the change in logo
are as follows:

> The Board of Directors of the Company
approved the authority to Mr. Rajesh
Gupta, Managing Director and/or Mrs.
Geeta Goswami, Chief Executive Officer
and Director for establishment of Branch
Offices of the Company at such location
or at such place, wherever deemed
necessary for carrying out its business
activities vide resolution passed by
circulation dated 07th January, 2025.

During the year under review, the
company has established a branch at
Bhimpur, Dibai-Doraha, Bulandshahr-
203393.

> The company has established its

._Corporate Office at 3rd Floor, Plot No. 40,

--Near Wave Cinema, Kaushambi,

Ghaziabad, Uttar Pradesh- 201012 and
the same was approved by the board of
directors vide circular resolution dated
12.02.2025.

> The Registered office of the Company
shifted from 330, Mezanine Floor
Functional Industrial Estate, East Delhi,
Patparganj, Delhi, India, 110092 to Plot
No. 73, First Floor, Patparganj, Industrial
Area, Delhi- 110092 with effect from
07th March, 2025 with in local limit of
Delhi and the same was approved by the
Board Members vide Circular resolution
dated 17th March, 2025 passed to notify
the said change to the Registrar of
Companies. The change was notified to
ROC within prescribed timeline from the
effective date as required.

> The Company has constituted the IPO
Committee for the guidance and
assistance of the Committee members in
the process of public offering of the
Company. As the designated objectives
were achieved, the Board of directors
approved the dissolution in the Board
Meeting held on 25th March, 2025.

> The Board of Directors of the Company at
their Board meeting held on 26th March,
2025, approved the introduction of two
new secured products i.e. Loan against
Property (LAP) and Project Inventory
Funding for further addition in the
business activity of the Company.

> However, some changes made in the
Board of directors or key managerial
personnel (KMPs) of the company are
provided under the respective heading.

INITIAL PUBLIC OFFERING (IPO) AND THE

LISTING OF COMPANY

>/The Company''s journey to become a
publicly listed entity began with the
Board approval for the Initial Public
Offering of the Company in the Board
meeting held on 02nd July,2024 for fresh
issue of equity shares at a price band of

Rs. 160-168/- per share and the same is
approved by the members of Company in
the Extra Ordinary General Meeting of the
Company held on 04th July, 2024.

> This offer comprised a fresh issue of
58,60,000 Equity Shares, out of which
3,20,800 equity shares were reserved for
subscription by Market Makers to the
issue (“Market Maker Reservation
Portion”). The remaining 55,39,200
equity shares constituted the Net Issue
were offered to the public.

> The Draft Red Herring Prospectus
(DRHP) was approved by the Board of
Directors in their Meeting held on 11th
July, 2024 and thereafter filed before the
Stock Exchange on Emerge platform of
National Stock Exchange of India (NSE)
for its comments and/ or changes
required. Some queries and/ or
requirements were received from the
Stock Exchange and the Company
diligently responded to all queries and/
or requirements to the Exchange along
with all the necessary supporting
documents. Upon being found the DRHP
in order, the Exchange provided the In¬
principle approval for the proposed
public issue of equity shares of the
company vide letter dated October 04,
2024 subject to the filing of final
prospectus to the Exchange.

> Further, the Red Herring Prospectus
(RHP) is approved by the members of
Board of Directors in their Meeting held
on 14th October, 2024 and same is filed
before the stock exchange for its
approval. No further query or clarification
received from the exchange on the filed

¹ ''RHP.

> The issue was opened on 23rd October,
2024 for the Anchor Investors only.

It remained open for another three days

i.e. from 24th October, 2024 to 28th
October, 2024 (excluding Sunday) for
general public. Thereafter the allotment
was made to the respective applicants
after obtaining approval from the Board of
Directors in their meeting held on 29th
October, 2024.

> After completion of all the requirements,
the company has obtained the listing

approval from the Exchange vide
approval letter dated 30th October, 2024
for listing of equity shares of the
company on the EMERGE SME platform
of the Exchange.

> The Listing ceremony happened on 31st
October, 2024 at 10:00 A.M marking the
Company''s successful transition to a
publicly traded entity.

UTILIZATION OF PROCEEDS OF IPO

During the year under review the Company came up with an Initial Public Issue of 58,60,000
equity and raised ^ 9844.80 Lakhs. Till the closure of the financial year, the proceeds of said
issue have been utilized by the Company as under:

> The above-mentioned utilization was also certified by the auditors of the company pursuant
to Regulation 262 of SEBI (ICDR) Regulations, 2018 and NSE Circular No. NSE/CML/2024/23
dated September 05, 2024 and filed with the Stock Exchange along with the financial results
of the company for the financial year ending 31 st March, 2025

MATERIAL_CHANGES_AND

COMMITMENTS. IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR TO WHICH
THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THIS REPORT

The following changes have occurred
between the end of the financial year to
which the financial statements relate and the
date of this Report but their impact on
financial position of the company is not
determinable:

> The Board of Directors of the Company at
their meeting held on 10th June, 2025,
based on the recommendation of
Nomination and Remuneration
Committee, has approved the following
increase in the remuneration of KMPs:

• Remuneration of Mr. Rajesh Gupta,
Managing Director of the Company
increased from Rs. 48,00,000/- (Rupees
Forty-Eight Lakhs Only) per annum to Rs.

60,00,000/- (Rupees Sixty Lakhs Only)
per annum;

¦ Remuneration of Mrs. Geeta Goswami,
CEO and Director of the Company
increased from Rs. 36,00,000/- (Rupees
Thirty-Six Lakhs Only) per annum to Rs.

48.00. 000/- (Rupees Forty-Eight Lakhs
Only) per annum;

¦ Remuneration of Ms. Kritika Goswami,
Company Secretary and Compliance
Officer of the Company increased from
Rs. 6,60,000/- (Rupees Six Lakhs Sixty
Thousand Only) per annum to Rs.

9.00.000/- (Rupees Nine Lakhs Only) per
annum;

¦ Remuneration of Mr. Prashant
Raghuwanshi, Chief Financial Officer of
the Company increased from Rs.
14,40,000/- (Rupees Fourteen Lakhs
Forty Thousand Only) per annum to Rs.
19,80,000/- (Rupees Nineteen Lakhs
Eighty Thousand Only) per annum.

> The approval of the Board of Directors
and the members of the Company was
obtained in the meetings held on 07th
July, 2025 and 06th August, 2025
respectively for increase in the Authorized
Share Capital of the company from
existing capital of Rs. 26,00,00,000/-
(Rupees Twenty-Six Crores Only) divided
into 2,60,00,000 (Two Crore .and Sixty
Lakhs) Equity Shares of Rs. 10/- (Rupees
Ten Only) each to Rs. 44,00,00,000/-
(Rupees Forty-Four Crores Only) divided
into 4,40,00,000/- (Four Crores Forty
Lakhs) Equity Shares of Rs. 10/- (Rupees
Ten Only) each ranking pari passu in all
respects with the existing equity shares of
the company.

Consequently, Clause V (Capital Clause)
of the MOA of the Company was
substituted with the new clause and the
company has adopted the amended

Memorandum of Association (MOA) with
new clause after obtaining approval of
the board of directors and the member in
their meetings as mentioned above.

> The Company has issued and allotted
2,17,37,631 Equity shares as Bonus
shares. The said issue was approved by
the Board of Directors of the Company in
the Board meeting dated 07th July, 2025.
Thereafter, necessary documents were
filed to Stock Exchange on 11th July,
2025 for obtaining the in-principle
approval for the said bonus issue. The
issue was also approved by the members
of the Company in the Extraordinary
General Meeting held on 06th August,
2025. Subsequently, the remaining
documents were filed to the Exchange
and the in-principle approval was
obtained vide letter dated 12^th August,
2025 .

Further, the shares were allotted to all the
members existing on the record date i.e.
19th August, 2025 after obtaining
approval of the Board of Directors in the
meeting held on 20^th August, 2025.

> The approval of the Board of Directors
and the members of the Company was
obtained in the meetings held on 07th
July, 2025 and 06th August, 2025
respectively for the limit for offer and
Issuance of Non-Convertible Debentures
upto an aggregate amount of Rs.

100,00,00,000/- (Rupees One Hundred
Crores Only) and the same is approved in
the Extra Ordinary General Meeting of the
members of the Company held on 06th
August, 2025.

> In accordance with Regulation 23 of SEBI
(Listing Obligations and Disclosure
Requirement) Regulations, 2015, the

approval of the Board of Directors and the
Audit Committee was obtained for the
material related party transactions
estimated to be entered into during the
financial year 2025-26 between the
company and following related parties
having common promoters:-

• Uninav Developers Private Limited

• Nupur Infratech Private Limited

• Nupur Recyclers Limited

• Nupur Hospitality Private Limited

> Further, appointment of Internal Auditors
was also recommended by the Audit
Committee and approved by the Board of
Directors in their respective meetings
held on 07th July, 2025 to conduct the
Internal Audit for the financial

year 2025-26. The details are provided under
the respective head.

DEPOSITS

Being a non-deposit taking Non-Banking
Financial Company, your Company has not
accepted any deposit from the public within
the meaning of the provisions of the Master
Direction -Non-Banking Financial Companies
Acceptance of Public Deposit (Reserve Bank)
Directions, 2016, and provisions of the
Companies Act, 2013, and shall not accept
any deposit from the public without obtaining
prior approval of the RBI. Therefore,
disclosure required in terms of deposits
accepted under Chapter V of the Companies
Act, 2013, is not applicable.

> The Board of Directors, in the Board
Meeting held on 01st June, 2024, has
approved the change in designation of Ms.
Kritika having Membership No. A65161
from Company Secretary to Company
Secretary Cum Compliance Officer of the
Company.

> Mrs. Nimisha Jain having DIN: 10651632
and Mr. Pankaj Jain having DIN: 00257801
were appointed as Independent Directors
vide Ordinary resolution passed in the
Extra Ordinary General Meeting of the
members of the Company held on 10th
June, 2024.

> Mrs. Geeta Goswami, Director of the
Company having DIN: 07810522 and PAN:
AQPPG3808B was appointed as Chief
Executive Officer of the Company vide
Board meeting dated 12.06.2024.

In opinion of the Board of Directors, the
Independent Directors appointed are the
person of integrity, expertise and experience
(including the proficiency) and fulfils requisite
conditions as per applicable laws and are
independent of the management of the
Company.

Further, all the Directors of the Company have
confirmed that they are not disqualified to act
as Director in terms of Section 164 of the
Companies Act, 2013.

One change also occurred after the closure of
the financial year till the date of this report.
The details of such change is as follows:

> The Board of Director of the Company at
their meeting held on 07th July, 2025,
based on the recommendation of
Nomination and Remuneration Committee,
have recommended the re-appointment of
Independent Directors of the Company
subject to the approval of

members of the company in the Extra¬
Ordinary General Meeting (EGM).
Thereafter, the approval of members was
obtained in the EGM held on 06^th August,
2025 to appoint Mr. Pankaj Jain (DIN:
00257801) as an Independent Director for
a further period of one year and Mrs.
Nimisha Jain (DIN: 10651632) as an
Independent Director for a further period of

RETIREMENT BY ROTATION

Mr. Rajesh Gupta, having DIN: 01941985,
Managing Director of the Company is liable to
retire by rotation at the ensuing AGM, being
eligible, offers himself for re-appointment.

STATEMENT ON DECLARATION FROM
INDEPENDENT DIRECTORS

> All the independent directors have
submitted a declaration of independence,
stating that they meet the criteria of
independence provided under Section
149(6) of the Act read with Regulation 16
of the SEBI Listing Regulations, as
amended. They also confirmed
compliance with the provisions of Rule 6
of Companies (Appointment and
Qualifications of Directors) Rules, 2014,
as amended, relating to inclusion of their
name in the databank of independent
directors.

> The Board took on record the declaration
and confirmation submitted by the
independent directors regarding them
meeting the prescribed criteria of
independence, after undertaking due
assessment of the veracity of the same in
terms of the requirements of Regulation
25 of the SEBI Listing Regulations.

> In the opinion of the Board, the independent directors fulfil the conditions specified in the
Act read with rules made thereunder and have complied with the code for independent
directors prescribed in Schedule IV to the Act.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, the Board of Directors of the Company met 20 (Twenty) times
during the Financial Year ended March 31,2025 that are mentioned below:

• 30.04.2024 • 01.06.2024 • 07.06.2024 • 12.06.2024

• 02.07.2024 • 05.07.2024 • 11.07.2024 • 16.08.2024

• 30.08.2024 • 28.09.2024 • 03.10.2024 • 07.10.2024

• 14.10.2024 • 23.10.2024 • 29.10.2024 • 29.10.2024

• 14.12.2024 • 31.01.2025 • 26.03.2025 • 31.03.2025

Further, three Circular resolutions were passed by the company as follows:

1. Circular Resolution No. 01 and 02 dated 07th January, 2025;

2. Circular Resolution No. 03 and 04 dated 12th February, 2025;

3. Circular Resolution No. 05 dated 12th March, 2025.

The details of attendance of each Director at the Board Meeting and Annual General Meeting are
given below:

• Mr. Pankaj Jain and Mrs. Nimisha Jain were appointed on the board w.e. f. 10th June, 2024. Therefore,
they were eligible to attend only the meetings held after their appointment.

STATEMENT BY THE BOARD WITH
REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE OF THE INDEPENDENT
DIRECTORS APPOINTED DURING YEAR

Your Board of Directors is satisfied with the
veracity of the submissions and has
concluded that all Independent Directors
are individuals of integrity, possessing the
requisite expertise, proficiency, and
experience necessary to qualify and

continue as Independent Directors of the
Company. Furthermore, the Board affirms
that they remain independent of the
management.

COMPANY’S POLICY RELATING TO
DIRECTORS’ APPOINTMENT. PAYMENT
'' OF REMUNERATION AND DISCHARGE OF
THEIR DUTIES

Pursuant to Section 178(3) of Companies

Companies Act, 2013 and Regulation 19(4)
read with Part D of Schedule II of the SEBI
Listing Regulations, the Board has framed a
Remuneration Policy. This policy, inter alia,
lays down:

• The criteria for determining qualifications,
positive attributes, and independence of
directors; and

• Broad guidelines of compensation
philosophy and structure for non-executive
directors, key managerial personnel and
other employees.

PERFORMANCE EVALUATION OF THE
BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS

In terms of the provisions of the Act and the
Listing Regulations, Board carries out an
annual performance evaluation of its own
performance, its Committees, and Directors
individually including Independent Directors
based out of the criteria and framework
adopted by the Board. A structured
questionnaire covering various aspects of
evaluation of performance of the Board, its
Committees and individual Directors
(including independent directors) is circulated
for completion of the evaluation process.

The responses and recommendations
received from Directors were subsequently
reviewed and deliberated upon by Nomination
and Remuneration Committee (NRC) and the
Board at their respective meetings.

The evaluation process covered various
aspects of the Board and Committees’
functioning including their composition,
experience, competencies, performance of
specific duties, obligations, governance
issues, attendance and contribution of
individual directors and the effective exercise
of independent judgement.

RISK MANAGEMENT POLICY

The Company has laid down a comprehensive
Risk Assessment and Minimization Procedure
which is reviewed by the Board from time to
time. The Board of Directors has adopted the
Risk management policy which sets out the
framework for the management of risks faced
by the Company in the conduct of business to
ensure that all business risks are identified,

SUBSIDIARY. JOINT-VENTURE AND
ASSOCIATE COMPANY

The Company doesn’t have any Subsidiary,
Joint Venture and/or Associate Company
during the year under review.

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

Some orders passed by the regulators or
courts or any tribunals during the year under
review which has an impact on the
Company’s operations are as follows:

1. Pursuant to the conversion of the
company from Private to Public, the
company has filed an application to the
Reserve Bank of India for issue of new
Certificate of Registration in the name and
style of “Usha Financial Services Limited”.
The company has received the updated
certificate dated 19th Day of June, 2024
from RBI with updated name i.e. “USHA
FINANCIAL SERVICES LIMITED”.

2. The company has filed an application
seeking prior approval of RBI for IPO of
equity shares of the company proposed to
be listed on the EMERGE platform of NSE.
The company has received the RBI
approval vide email dated September 10,
2024.

3. The company has received the listing
approval of its equity shares on the
EMERGE platform of National Stock
Exchange of India Limited vide approval
letter dated 30th October, 2024.

CAPITAL STRUCTURE

The company has issued only one kind of
shares i.e. equity shares. The summary of
authorized, issued, subscribed and paid-up
capital of the company is as follows:

AUTHORIZED EQUITY SHARE CAPITAL:

The Authorized equity share capital of the
company remains unchanged during the year
under review. The authorized share capital as
on 31st March, 2025 is Rs. 26,00,00,000/-
(Rupees Twenty-Six Crore Only) divided into
2,60,00,000 (Two Crore Sixty Lakhs) equity
shares of Rs. 10/- (Rupees Ten Only) each.

SUBSCRIBED, ISSUED AND PAID-UP
EQUITY SHARE CAPITAL:

> The subscribed, issued and paid-up equity
share capital at the beginning of the year
was Rs. 10,58,50,900/- (Rupees Ten
Crores Fifty-Eight Lakhs Fifty Thousand
and Nine Hundred Only) comprising of
1,05,85,090 equity share of Rs. 10/-
(Rupees Ten Only) each.

> During the year under review, following
alterations were made in the paid-up
equity share capital of the company:

• The Company has issued bonus shares
to the existing Members of the
Company in the ratio of 5:10 i.e., for
every 5 fully paid-up shares held by
member will get 10 bonus shares in this
issue. After the allotment of these

fj

shares the total paid up equity share
capital of the Company increased to Rs.
15,87,76,310/- (Rupees Fifteen Crore
Eighty-Seven Lakhs Seventy-Six
Thousand Three Hundred Ten Only)
comprising of 1,58,77,631 equity share
of Rs. 10/- (Rupees Ten Only) each.

• Further Company has issued
58,60,000/- (Fifty-Eight Lakh Sixty
Thousand Only) equity shares of
company to general public through
Initial Public Offering (IPO) with a price
range of Rs. 160-168/- (Per Share)
which amounts to Rs. 98,44,80,000/-
(Rupees Ninety-Eight Crores Forty-Four
Lakhs Eighty Thousand Only).
Consequently, the paid-up share capital
of the Company at the end of the
financial year is Rs. 21,73,76,310/-
(Rupees Twenty-One Crore Seventy-
Three Lakhs Seventy-Six Thousand
Three Hundred Ten Only) comprising of
2,17,37,631/- (Two Crore Seventeen
Lakhs Thirty-Seven Thousand Six
Hundred Thirty-One Only) Equity Shares
of face value of Rs. 10/- (Rupees Ten
Only) each.

The summary of the allotments made during the year under review are as follows:

Change in the paid-up share capital after the closure of the financial year:

The Company has issued and allotted bonus shares on August 20, 2025 to the existing Members
of Company in the ratio of 1:1 i.e., 1 fully paid-up bonus share for every 1 fully paid-up equity share
held. After allotment of these shares, total paid up equity share capital of Company increased to
Rs. 43,47,52,620/- (Rupees Forty-Three Crore Forty-Seven Lakh Fifty-Two Thousand Six Hundred
and Twenty Only) comprising of 4,34,75,262 equity share of Rs. 10/- (Rupees Ten Only) each.

DEBENTURE STRUCTURE

During the year under review, the Company had issued and allotted Secured redeemable Non¬
Convertible Debentures under two new Series namely “Series L” and “Series M” through private
placement. The brief details are provided hereunder:

As per the provisions of the Companies Act,
2013 and other applicable rules and
regulations, the Company has appointed
debenture trustees as follows:

• MITCON Credential Trusteeship Services
Limited through its authorized
representative(s) was appointed to act as
Trustee for the Debenture holders
(“Trustees”) of “Series L”; and

• Beacon Trusteeship Limited through its
authorized representative(s) was
appointed to act as Trustee for Debenture
holders (“Trustees”) of “Series M”.

The amount of debentures outstanding as on
31st March, 2025 are being provided in the
Notes to Financial Statements.

CODE FOR PREVENTION OF INSIDER
TRADING

The Board has adopted a code to regulate,
monitor and report trading by Designated
Persons in securities of the Company while in
possession of Unpublished Price Sensitive
Information (UPSI) in relation to the Company.
The Board has further approved the code for

practices and procedures for fair disclosure
of UPSI and policy governing procedure of
inquiry in case of suspected leak of UPSI. The
code has also been hosted on website of
Company. The Company has also put in place
a Structured Digital Database as required
under Regulation 3(5) of SEBI (Prohibition of
Insider Trading) Regulations, 2015.

CORPORATE GOVERNANCE

Your Company believes that a good corporate
governance system is necessary to ensure its
long-term success. Your Company ensures
good governance through implementation of
effective policies and procedures, which are
mandated and regularly reviewed by the
Board or Committees of Board of Directors of
the Company. The Company’s Board
approved Policies has been uploaded on the
Company’s website and can be accessed at
https://www.ushafinancial.com/policies.html.

Further, A report on Corporate Governance as
per the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015
(Listing Regulations) is attached and forms
part of this report.

number of meetings of the Board,
composition of the various committees,
annual Board evaluation, remuneration policy,
criteria for Board nomination and senior
management appointment, whistle blower
policy/vigil mechanism, disclosure of
relationships between Directors inter-se, state
of Company’s affairs, etc.

AUDITORS & THEIR REPORTS

STATUTORY AUDITOR:

> M/s K R A & Co., Chartered Accountants
(Firm Registration No. 020266N) had been
appointed as the Statutory Auditor of the
Company in the 27th Annual General
Meeting to hold office for a period of five
(5) years from the conclusion of that
Meeting till the conclusion of the 31st
Annual General Meeting of the Company.

> After the completion of the audit of the
company for the financial year 2024-25,
M/s K R A & Co., Chartered Accountants
have tendered its resignation from the
position of Statutory auditors of the
company with effect from 14th May, 2025
subject to the provisions for rotation of
auditor in every 3 years of its services in
accordance with the RBI Guidelines.
Although, the provisions related to rotation
of auditor are not applicable on the
company but the Company intends to
apply it for best Prudent Corporate
Governance Practice. The resignation of
Auditor was thereafter taken note of by the
member of audit committee and the board
of directors in their respective meetings
held on 10th June, 2025.

> Pursuant to the casual vacancy caused by
resignation of M/s K R A & Co., Chartered
Accountants (Firm Registration No.
020266N), the Board of Directors of the
company in their Board meeting held on

10^th June, 2025, based on the
recommendation of the Audit Co
have proposed the appointment of M/s
Rajeev Shagun Gupta & Co., Chartered
Accountants, (Firm Registration No.
018530N) as statutory Auditor of the
Company and the proposed Auditor was
regularized by the members of the
company in Extra Ordinary General
Meeting held on 06th August, 2025.

SECRETARIAL AUDITOR:

The Board of Directors of the Company at
their Board meeting held on 26th March,
2025, based on the recommendation of the
Audit Committee, approved the appointment
of M/s Priya Binani & Associates, Company
Secretaries (COP No. 24562) as Secretarial
Auditors of the Company to conduct the
Secretarial Audit for financial year 2024-25.

INTERNAL AUDITOR:

The Board of Directors of the Company at
their Board meeting held on 26th March,
2025, based on the recommendation of the
Audit Committee, approved the appointment
of M/s NGSG & Associates (A Chartered
Accountant firm having Firm Registration
Number 027685N) as Internal Auditors of the
Company to conduct the Internal Audit for the
financial year 2024-25 on such terms &
conditions as mutually agreed upon.

Further, the Board of Directors of the
Company at their Board meeting held on 07th
July, 2025, based on the recommendation of
the Audit Committee in their meeting held on
—07th July, 2025, approved the re-appointment
of M/s NGSG & Associates (A Chartered
Accountant firm having Firm Registration
Number 027685N) as Internal Auditors of the
Company to conduct the Internal Audit for the
financial year 2025-26 on the same terms and
conditions.

REPORTING OF FRAUD

During the year under review, neither the
statutory auditors nor the secretarial auditor
have reported to the Audit Committee or the
Board, under Section 143 (12) of the Act, 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.

EXPLANATIONS OR COMMENTS BY THE
BOARD ON EVERY QUALIFICATION.
RESERVATION OR ADVERSE REMARK OR
DISCLAIMER MADE BY THE AUDITORS OF
THE COMPANY

> The observations made in Statutory
Auditors’ Report given by M/s. K R A & Co.,
Chartered Accountants are self¬
explanatory and do not contain any
reservation, qualification or adverse
remarks. Therefore, needs no further
clarification/ explanations as required
under Section 134 of the Companies Act,
2013. The Statutory Audit report is
attached with the Financial Statement and
forms part of this report.

> The observations made in Secretarial
Auditors’ Report given by M/s Priya Binani
& Associates, Company Secretaries (COP
No. 24562). are self-explanatory and do
not contain any reservation, qualification
or adverse remarks. Therefore, needs no
further clarification/ explanations as
required under Section 134 of the
Companies Act, 2013. The same is
annexed to this Annual Report as

COMPLIANCE WITH SECRETARIAL

The Company has complied with the
applicable Secretarial Standards (as

amended from time to time) on meetings of
the Board of Directors (SS-1) and Secretarial
Standards on General Meeting (SS-2) for the
Financial Year ended on 31st March, 2025 as
issued by The Institute of Company
Secretaries of India and approved by Central
Government under section 118(10) of the
Companies Act, 2013.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

> Your Company had not entered into any
transactions with the related parties
which could be considered material in
terms of Section 188 of the Companies
Act, 2013. All Related Party Transactions
entered into during the financial year were
on an arm’s length basis and were in the
ordinary course of business. Particulars of
contracts or arrangements with related
parties referred to in Section 188(1) of the
Companies Act, 2013, in the prescribed
Form AOC-2 is annexed to this Report as
ANNEXURE - B.

> However, the disclosure of transactions
with related parties for the financial year,
as per Accounting Standard -18 Related
Party Disclosures is provided in Notes to
the Balance Sheet as on March 31,2025.

DETAILS OF POLICY DEVELOPED AND
IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES

The Brief Outline of CSR Policy and initiatives
undertaken during the year has been provided
in the Annual Report on CSR for the financial
year under review which is annexed as
""“ANNEXURE - C to this Report.

PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENT UNDER SECTION 186:

The Company, being a NBFC registered with
RBI and engaged in the business of giving
loans in ordinary course of its business, is
exempt from complying with provisions of
Section 186 of the Act with respect to loans,
guarantees and investments.

However, details of Loans, Guarantees,
Investments and Security covered under the
provisions of Section 186 of the Companies
Act, 2013 are given in the notes to the
Financial Statement.

DETAILS OF ADEQUACY OF INTERNAL
FINANCIAL CONTROLS:

The Company has in place adequate internal
financial controls with reference to the
financial statements and other operational
areas. These controls have been designed to
provide reasonable assurance regarding the
reliability of financial reporting, compliance
with applicable laws and regulations, and the
effectiveness and efficiency of operations.

1. Control environment

• The Company has established a strong
governance framework with clearly
defined roles and responsibilities.

• Policies and procedures are
documented across key functions such
as credit, operations, collections,
treasury and compliance.

2. Accounting and Banking Controls

• Financial transactions are recorded in
accordance with Indian Generally
Accepted Accounting Principles (I-

Adequate controls are in place for bank
reconciliation, general ledger review and
preparation of financial statements.

• For the outflows of fund Maker-Checker
concept is deployed.

• Transactional limits are put in place to
avoid any error in the payments/
disbursements.

3. Credit and Loan Management Controls

• Standard Credit Appraisal and Approval
Mechanism is followed for all loan

• Loan documentation is done as per
approved checklist, vetted and verified
by legal team.

• Post-disbursement monitoring is
undertaken to track end-use, repayment
behavior and covenant checks.

4. Audit and Monitoring

• Internal audit/review is conducted on a
periodic basis by an independent audit
firm.

• Findings are reviewed by the
management and corrective action is
taken where necessary.

• Internal audit/review includes review of
various transactions to ensure timely
compliance, etc.

5. IT and Operational Controls

• Core Lending System (LMS) is
implemented to manage loan lifecycle
with built-in controls.

• User access management and role-
based controls are in place.

• Regular data backups and cybersecurity
measures have been implemented.

6. Regulatory Compliance

The Company ensures compliance with
all applicable laws and RBI regulations,
including timely submission of returns,
KYC/AML norms, and periodic reporting
under RBI’s Master Direction for NBFCs.

7. Oversight and Review

• The Board and the Audit Committee
review internal control systems
regularly.

• The CEO and/or CFO provide
certifications as required under the
Companies Act and applicable SEBI
regulations, wherever required.

Based on the framework of internal financial
controls and compliance systems established
and maintained by the Company, and the
reviews performed by management and
auditors, the Board is of the opinion that the
internal financial controls are adequate and
operating effectively as on the date of this
report.

CONSERVATION_OF ENERGY.

TECHNOLOGY ABSORPTION AND
FOREIGN AND OUTGO:

The particulars required under Section
134(3)(m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts)
Rules 2014 in respect \of conservation of
energy and technology absorption are
provided hereunder:-

a. Conservation of energy-

i. the steps taken or impact on

conservation of energy:-NA

ii. the steps taken by the company for
utilizing alternate sources of energy:-
NA

iii. the capital investment on energy

conservation equipment:-NA

b. Technology absorption-

i. the efforts made towards technology
absorption:-NA

ii. the benefits derived like product

improvement, cost reduction,

product development or import

substitution:-NA

i. in case of imported technology
(imported during the last three years
reckoned from the beginning of the
financial year) ''A

a. the details of technology
imported:-NA

b. the year of import:-NA

c. whether the technology been
fully absorbed:-NA

d. if not fully absorbed, areas
where absorption has not taken
place, and reasons thereof; -NA

ii. the expenditure incurred on
Research and Development-NA

c. Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of
actual inflows during the year is NIL and
the Foreign Exchange outgo during the year
in terms of actual outflows is NIL.

COMPLIANCE WITH RBI GUIDELINES:

The Company being an NBFC has complied
with all the applicable regulations of the
Reserve Bank of India for Non-deposit taking
NBFCs including but not limited to Reserve
Bank of India (Non-Banking Financial
Company - Scale Based Regulation)
Directions, 2023.

FAIR PRACTICES CODE

The Company has in place a Fair Practices
Code (“FPC”) as approved by the Board, in
compliance with the guidelines issued by RBI,
which sets the fair practice standards while
dealing with its customers and legal entities.
The FPC is available on the website of the
Company at

https://www.ushafinancial.com/policies.html

CODE OF CONDUCT AND TRANSPARENCY

The Company has adopted the unified Code
of Conduct in compliance with the guidelines
issued by RBI. All the directors confirmed that
they are not disqualified from being
appointed/ continuing as Directors in terms of
Section 164(2) of the Act. Further, all the
directors and Senior Management of the
Company adhere to the Code of Conduct of
the company.

COMPANY’S WEBSITE

Your Company has its fully functional website
https://www.ushafinancial.com/, which has
been designed to exhibit all the relevant
details about the Company. The site carries a
comprehensive database of information of the
Company including the Financial Results,
details of Board Committees, Corporate
Policies/ Codes, business activities and
current affairs of your Company.

DISCLOSURE OF REMUNERATION

The disclosure with respect to remuneration
as required under Section 197(12) read with
Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014 is provided under-ANNEXURE D
forming part of this report.

PARTICULARS OF EMPLOYEES

The provisions of Rule 5(2) & 5(3) of the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are not
applicable, as there is no such employee who
were drawing / in receipt of remuneration of
prescribed amount during the period under
review. Therefore, no such statement provided

SEXUAL HARASSMENT POLICY FOR
WOMEN UNDER THE SEXUAL

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

The Company has zero tolerance towards
sexual harassment at the workplace and has
adopted a policy on prevention, prohibition
and redressal of sexual harassment at
workplace in line with the requirements of the

Sexual Harassment of Women at the Work
Place (Prevention, Prohibition and Redressal)
Act, 2013 and rules framed thereunder. We
follow a gender-neutral approach in handling
complaints of sexual harassment and also
assures discretion and guarantees non¬
retaliation to complainants.

CONSTITUTION OF COMMITTEE - SEXUAL
HARASSMENT AT WORKPLACE

> The Company has complied with the
provisions relating to Constitution of
Internal Complaints Committee (ICC)
under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

> Further, during the year under review, no
case was filed under the provisions of
Sexual Harassment of Women at
Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

> The Annual Report of ICC for the period
commencing from January 1, 2024 till
December 31, 2024 was submitted to the
office of District Collector, Delhi on
December 26, 2024.

—MAINTENANCE OF COST RECORDS

Maintenance of cost records and requirement
of Cost Audit as specified by the Central
Government under Section 148 (1) of the Act,
is not applicable for the business activities

carried out by the Company and hence, such
accounts and records are not maintained.

PROCEEDINGS PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE,
2016:

No application or proceeding was initiated in
respect of the Company under Insolvency and
Bankruptcy Code 2016.

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:

During the year under review, there were no
transactions or events with respect to the
One-time settlement with any bank or
financial institution, hence no disclosure or
reporting is required.

DIRECTOR’S RESPONSIBILITY STATEMENT:

In accordance with Clause (c) Of Sub-Section
(3) Of Section 134 of the Companies Act,
2013, the Directors would like to inform the
Members that the Audited Accounts for the
financial year ended March 31, 2025, are in
full conformity with the requirement of the
Companies Act, 2013. The Financial

Accounts for the reporting period are audited
by the Statutory Auditors, M/s K R A & Co.,
Chartered Accountants (Firm Registration No.
020266N).

The Board of Directors of the company further
confirmed the members that: -

a. in the preparation of the annual accounts,
the applicable accounting standards had
been followed along with proper
explanation relating to material departures;

b. the Directors had 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 had 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; \\M

d. the Directors had prepared the annual
accounts on a going concern basis;

e. 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; and

f. the Directors had devised proper systems
to ensure compliance with the provisions
of all applicable laws and that such
systems were adequate and operating
effectively.

STATEMENT ON MATERNITY BENEFIT
COMPLIANCE:

That the Company is in compliance with all
the applicable provisions mentioned in the
Maternity Benefit Act, 1961.

DIVIDEND

In order to undertake and carrying future
¦—plans, it is necessary to conserve the
resources. Therefore, the Directors are of
the opinion of retaining the profits for the
year within the Company, and thus have
not recommended any dividend on equity
shares for the year ended March 31,2025.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 read with the
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 (“IEPF Rules”), dividend, if not claimed for a period of 7 years from the date of transfer to
Unpaid Dividend Account of the Company, shall be transferred to the Investor Education and
Protection Fund (“IEPF”).

The provision of Section 125 (2) of the Companies Act, 2013 does not apply as there was no
dividend declared and paid in the previous years.

EXPLANATION FOR DEVIATION(S) OR VARIATION(S) IN ACCORDANCE WITH REGULATION
32 OF SEBI (LODR) REGULATIONS. 2015

The provisions of Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 are not applicable to the Company during the financial year under review.

Therefore, the Company is not required to furnish an explanation in relation to the variation or
delation as stipulated under Regulation 32 of SEBI (LODR) Regulation,2015

WEB LINK OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2018, the Company
is having website www.ushafinancial.com and annual return of Company has been published on
such website. Link of the same is given below:

https://www.ushafinancial.com/annual-return.html

ACKNOWLEDGEMENT

The Board expresses its sincere gratitude for the cooperation received from lenders, our valued
customers, regulatory bodies, Members and other stakeholders. The Board also wholeheartedly
acknowledges with thanks the dedicated efforts of employees and the management of the
Company.

FOR AND ON BEHALF OF THE BOARD
USHA FINANCIAL SERVICES LIMITED

Rajesh Gupta Geeta Goswami

Managing Director Director and CEO

DIN:01941985 DIN:07810522

Address: B-191, Yojna Vihar. Address: A-236, 1st Floor. Block-A.

Delhi 110092 Opposite Angel mall. Kaushambi.

Vasundhra. Ghaziabad- 201012. UP

DATE: 02.09.2025 DATE: 02.09.2025

PLACE: DELHI PLACE: DELHI

Your Directors are pleased to present the 28* Annual Report together with the Audited
Financial Statements for the Financial Year ended on 31^st March, 2024.

1. PREAMRI.E:

Usha Financial Services Limited (UFSL) was incorporated on 16^ day of May 1995 as a
Private Limited company under Companies Act 1956, registered as a Non-Banking Financial
Company and got the RBI License on 4^ day of January 2003. The Company has converted

i? ^Pn,^{vate t0 public vide revised} Certificate of Incorporation dated 12.10.2022.

The UFSL Annual Report for 2023-24 covers information on Usha Financial Services
Limited s business segments, along with our associated activities that enable short medium
and long-term value creation.

Vision

To be the market leader and able to empower our customers and businesses to achieve their
inancial goals through innovative, accessible and customer centric solutions, We also
embark upon providing services to unserved sections through financial alliances.

Mission

To provide innovative, reliable, and accessible financial solutions that empowers individuals
and Businesses to achieve their financial aspirations, while maintaining the highest
standards of integrity, customer service, and social responsibility.

MOTO:

"WESUPPORT YOUR GOALS"

Since Inception of this Company, We''ve been driven by one single, purposeful GOAL¬
INVESTING IN THE SMALLEST DREAMS.

The period under report comprises from the date of 1^st April 2023 to 31* March 2024
2. FINANCIAL RESULTS

The Financial performance of your Company for the Financial Year ended on 31* March,
2024 and the corresponding figures for the last year is summarized below:

(Amount in Lakhs)

3. RESERVE & SURPLUS

The balance of profit & loss account is Rs. 3777.69 Lakhs as at 31st March, 2024 which was
increased by Rs. 1023.13 Lakhs as compared to the previous financial year. The balance of
Securities Premium is Rs. 4793.02 lakhs as on 31* March 2024 which was increased by Rs.
933.6 lakhs as compared to the previous financial year.

The aggregate amount of Rs. 9544.12 lakhs was transferred to the balance sheet.

4. STATUTORY RESERVE FUND:

During the year, the Company has transferred Rs. 255,78 Lakhs being 20% of Net Profits to
the Statutory Reserve in accordance with the provisions of Section 45-IC of Reserve Bank
of India Act, 1934.

5. PROVISION FOR STANDARD ASSETS:

The Company has transferred Rs. 73.99 Lakhs during the year at the rate of 0.25% as a
provision for Standard Assets.

6. MAIOR EVENTS DURING THE YEAR

No such major event occurred in the Company during the period under review. However,
some changes made in the board of directors or key managerial personnel (KMPs) of the
company as provided under the respective heading.

⁷- MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCOJRREP BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF
THIS REPORT:

The following changes have occurred between the end of the financial year to which the
financial statements relate and the date of this Report but their impact on financial position
of the company is not determinable:

1. The Company is planning to get its securities listed for the first time on the SME portal of
National Stock Exchange of India Limited (NSE). Accordingly, the Initial Public Offering
(IPO) had been approved by the Board of Directors of the Company in the meeting held
on 02^nd day of July, 2024. The Members of the Company approved the same in the
Extraordinary General Meeting held on 04^th day of July, 2024. Subsequently, the
Company has filed Draft Red Herring Prospectus (DRHP) on SME portal of NSE on 11^th
day of July, 2024 for seeking in principal approval and also applied for the approval from
the other respective authorities. The approval of the same is still awaited.

2. The Company has issued and allotted 52,92,541 Equity shares as Bonus shares. The
Board of Directors of the Company approved the issue in the Board meeting dated 01^st
day of June, 2024 and the same had been approved by the members of the Company in
the Extraordinary General Meeting held on 03^ day of June, 2024. The allotment has
been approved by the Board of Directors in the meeting held on 12^ day of June, 2024.

3. The Board of Directors of the Company has approved the constitution of the following
committees in their meeting dated 02^nd day of July, 2024:

• Stakeholder Relationship Committee and ‘

• Initial Public Offering Committee of the Company

4. The re-constitution of the following committees was also approved by the Board of
Directors of the Company in their meeting dated 02^nd day of July, 2024:

• Audit Committee,

• Nomination and Remuneration Committee

• Risk Management committees

5. The Board of Directors consented to adopt new set of Article of Association of the
Company and same had been approved in the Board meeting of the Company held on
02^nd day of July, 2024.

6. The Board of Directors consented for the change in the existing logo of the Company
from "USHA FINANCIAL" with our tag line “We Support Your Goals" to "UFSL" with our
tag line "We Support Your Goals” in the Board meeting of the Company held on 02^nd day
of July, 2024.

8. CHANGE IN THE NATURE OF BIISINKSS

There has been no change in the nature of the business of the Company during the financial
year ended March 31,2024.

9. STATE OF AFFAIRS AND PERFORMANCE REVIEW OF THE COMPANY

The Company is carrying out the business as Non-Banking Finance Company without
accepting any Public Deposits for which the Certificate of Registration [RBI B-14.02818
dated 04.01.2003] has been obtained from Reserve Bank of India, New Delhi.

• Company''s Net Worth has surpassed Rs. 10000 Lakhs in FY 2023-24

• Gross revenue from operations of the Company grew by 28.65% to Rs. 6,322.20 Lakhs in
FY 2023-24, company''s profitability increased as well.

• PAT stands at Rs. 1278.91 Lakhs that represents 24.36% growth from FY 22-23

• The aggregate gross loan portfolio [GLP] of the Company stood at Rs. 30695.73 Lakhs as
on 31st March, 2024.

• The Company has disbursed the loans of Rs. 31255.43 lakhs during FY 2023-24 that
includes Electric Vehicle Loans, Agri- Loans and loans to Women Entrepreneur

• Company''s capital adequacy ratio comfortably stands at 33.03% [against 15%
prescribed by RBI]

• Company''s Leverage Ratio stands at 2.15 times [against 7 times prescribed by RBi]

• The Company has operations spread on PAN India.

10. DEPOSITS:

The provisions of the Companies Act, 2013 related to the deposits are not applicable to a
non-banking financial company as defined in the Reserve Bank of India Act, 1934 [2 of
1934] registered with the Reserve Bank of India. Therefore, it is not applicable.

11. DIVIDEND

In order to undertake and carry on future plans, it is necessary to conserve the resources.
Therefore, the Directors are of the opinion of retaining the profits for the year within the
Company, and thus have not recommended any dividend on equity shares for the year
ended March 31,2024.

12. NUMBER OF MEETINGS OF THE BOARD

During the year under review, the Board of Directors of the Company met 12 [Twelve] times
during the Financial Year ended March 31, 2024 that are mentioned below;

28.04.2023 27.05.2023 20.06.2023 05.07.2023

10.07.2023 11.08.2023 16.09.2023 25.10.2023

18.12.2023 03.02.2024 02.03.2024 28.03.2024

The details of attendance of each Director at the Board Meeting and Annual General Meeting
are given below:

* Mr. Bhupinder Nayyar resigned from the directorship with effect from 27.04.2023.

13. THE BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL APPOINTED OR
RESIGNED DURING THE YEAR:

As on 31.03.2024, the composition of the Board of Directors and KMP is as follows:

The following changes have taken place in the composition of the Board of Directors and

KMP during the financial year 2023-24:

1. Mr. Bhupinder Nayyar has resigned as an Independent Director of the Company with
effect from 27.04.2023.

2. Mr. Rajesh Gupta, Director of the Company having DIN: 01941985 was appointed as the
Managing Director of the Company by the Board of Directors on Board Meeting held on
27th day of May, 2023 and same was also approved in the General Meeting dated

12.06.2023 for a period of. 5 years effective from 12.06.2023.

3. Mr. Arvind Kumar Jain has been appointed as an additional director by the Board of
Directors in their meeting held on 27.05.2023 and the same was regularized as an
Independent director in the Extra-ordinary general meeting dated 12.06.2023.

4. Ms. Neha Sharma, Company Secretary of the Company having Membership No.: A57676
resigned from her designation as Company Secretary with effect from 20th day of

January, 2024 and Ms. Kritika was appointed as new Company Secretary of the Company
having Membership No.: A65161 by the Board of Directors in Board Meeting held on
03 rd day of February, 2024 with immediate effect.

5. Mr. Arvind Jain and Mr. Gauri Shankar, Independent Directors of the Company have
tendered his resignation vide letter dated 02^nd day of March, 2024 and same is accepted
by the Company in the meeting of Board of Directors of the Company held on 28^th day of
March, 2024.

Further, all the Directors of the Company have confirmed that they are not disqualified to
act as Director in terms of Section 164 of the Companies Act, 2013.

Some changes also occurred after the closure of the financial year till the date of this report.
The details of such changes are as follows:

1. Ms. Kritika, Company Secretary of the Company having Membership No.: A65161 was
appointed as the Compliance Officer of the Company by the Board of Directors in the
Board Meeting held on 01st day of June, 2024 with immediate effect.

2. Mr. Prashant Raghuwanshi was appointed as Chief Financial Officer (CFO] of the
Company by the Board of Directors in the Board Meeting held on 01st day of June, 2024
with immediate effect.

3. Ms. Nimisha Jain (DIN: 10651632) and Mr. Pankaj Jain (DIN: 00257801) were appointed
as Independent Directors of the Company by the Board of Directors in the Board
meeting held on 07^th day of June, 2024 and the same had been approved by the
members of the Company in the Extraordinary Genera! Meeting held on 10^th day of June,
2024 with immediate effect.

4. Ms. Geeta Goswami, Director of the Company having DIN: 07810522 was appointed as
the Chief Executive Officer of the Company by the Board of Directors in the Board
meeting held on 12^th day of June, 2024 without any variation in the terms and conditions
like remuneration etc.

RETIREMENT BY ROTATION OF THE DIRECTORS

Further, according to the provisions of Section 152(6) the Companies Act, 2013 and the
Articles of Association of the Company, Mrs. Geeta Goswami, Director, is liable to retire
by rotation at the ensuing Annual General Meeting and being eligible have offered
herself for reappointment.

14. STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS:

All Independent Directors have confirmed to the Board that they meet the criteria of
independence as specified under Section 149(6) of the Companies Act, 2013 and that they
qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment
and Qualification of Directors) Rules, 2014. The above confirmations were placed before the
Board at its meeting held on April 28, 2023 and duly noted. It is in the opinion of the Board
that the Independent Directors possess relevant expertise, qualifications and experience in
the fields of strategy, finance, people management, risk advisory, financial services,
investment and they hold the highest standards of integrity.

15. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT-QE
REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration
Committee are applicable to the Company and same had been constituted by the Board. The
Constitution of the Nomination and Remuneration Committee is as follows:

* Mr. Gauri Shankar and Mr. Arvind Jain resigned from the directorship of the company w.e.f
28.03.2024. Thereafter, the committee reconstituted in the board meeting dated 02.07.2024
after appointment of independent directors.

1ft- RISK MANAGEMENT POLICY:

The Company has laid down a comprehensive Risk Assessment and Minimization Procedure
which is reviewed by the Board from time to time. The Board of Directors has adopted the
Risk management policy which sets out the framework for the management of risks faced by
the Company in the conduct of business to ensure that all business risks are identified,
managed and monitored.

17. SUBSIDIARY. [PINT-VENTURE AND ASSOCIATE COMPANY:

The Company doesn’t have any Subsidiary, Joint Venture and Associate Companies during
the year under review.

1 H. DFTAII.S OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS.
COURTS AND TRIBUNALS:

There are no significant and material orders passed by the regulators or courts or any
tribunals during the year under review which has an impact on the Going Concern status
and Company’s operations in future.

19. CAPITAL STRUCTURE:

The company has issued only one kind of shares i.e. equity shares. The summary of
authorized, issued, subscribed and paid-up capital of the company is as follows:

Authorized equity share capital:

The Authorized equity share capital of the company remains unchanged during the year
under review. The authorized share capital as on 31^st March, 2024 is Rs. 26,00,00,000/-
(Rupees Twenty-Six Crore Only) divided into 2,60,00,000 equity shares of Rs. 10/- (Rupees
ten) each.

Subscribed, Issued and Paid-up equity share capital;

The subscribed, issued and paid-up equity share capital at the beginning of the year was Rs.
9,41,80,900/- (Rupees Nine Crores Forty-One Lakhs Eighty Thousand and Nine
Hundred Only) which comprises of 94,18,090 equity shares of Rs. 10/- (Rupees Ten Only)
each fully paid up. Total number of shares issued and allotted during the year was
11,67,000/- (Eleven Lakhs sixty Seven Thousand Only) equity shares. At the end of the year,
the subscribed, issued and paid-up equity share capital is Rs. 10,58,50,900/- (Rupees Ten
Crores, Fifty-Eight Lakhs Fifty Thousand and Nine Hundred Only) comprising of
1,05,85,090 equity share of Rs. 10/- (Rupees Ten Only) each.

Durinv the vear under review, the following allotments were made:

20. DEBENTURE STRUCTURE:

During the year under review, the Company had issued one Debenture Series namely "Series
K" through private placement and allotted the same. The details are herein below:

As per the provisions of the Companies Act, 2013 and other applicable laws, the Company
has appointed MITCON Credentia Trusteeship Services Limited through its authorized
representative(s) to act as Trustee for the Debenture holders ["Trustees") for "Series K".

The details of outstanding debentures as on the date of this report are as follows:

21. STATUTORY AUDITORS:

M/s K R A & Co., Chartered Accountants [Firm Registration No. 020266N) had been
appointed as the Statutory Auditor of the Company in the 27^th Annual general Meeting to
hold office for a period of five [5] years from the conclusion of 27^th Annual General Meeting
till the conclusion of the 31^st Annual General Meeting of the Company.

The Auditors have confirmed that they are not disqualified from being appointed as a
Statutory Auditors of the Company. The Auditor has also furnished a declaration confirming
their independence as well as their arm’s length relationship with the Company, The Audit
and Risk Management Committee reviews the independence and objectivity of the auditor
and effectiveness of the audit process.

22. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION.
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITORS OF
THE COMPANY:

The observation made in Auditors’ Report given by M/s. K R A & Co., Chartered Accountants
are self-explanatory and do not contain any reservation, qualification or adverse remarks.
Therefore, needs no further clarification/ explanations as required under Section 134 of the
Companies Act, 2013.

Also, the provisions of Section 204 of the Companies Act, 2013 relating to submission of
Secretarial Audit Report is not applicable to the Company.

23. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has Complied with the applicable Secretarial Standards [as amended from
time to time) on meetings of the Board of Directors [SS-1) and Secretarial Standards on
General Meeting [SS-2) for the Financial Year ended on 31st March, 2024 issued by The
Institute of Company Secretaries of India and approved by Central Government under
section 118[10) of the Companies Act, 2013.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year ended March
31, 2024, were on an arm''s length basis and were in the ordinary course of business.
Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.

There are no materially significant related party transactions during the financial year
under review made by the Company with Promoters, Directors, or other designated persons
which may have a potential conflict with the interest of the Company at large. Disclosure
required as per Form AOC-2 is attached as "Annexure I".

However, the disclosure of transactions with related parties for the financial year, as per
Accounting Standard -18 Related Party Disclosures is given in Note to the Balance Sheet as
on March 31, 2024.

25. WEB LINK OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2018, the
Company is having website www.ushafinancial.com and annual return of Company has been
published on such website. Link of the same is given below:

https://www.ushafinancial.com/

26. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Your Company has the policy of giving back to the society and has carried a host of CSR
activities this year in accordance with the requirement of Section 135 of the Companies Act,
2013. In compliance with Section 135 and amendments in the Companies Act, 2013 read
with the Companies (Corporate Social Responsibility Policy) Rules, 2014, there is no need to
constitute corporate social responsibility committee if contribution amount is up to Rs.
50,00,000/- (Rupees Fifty Lakhs Only). Therefore, the Company is allowed to contribute to
CSR activities by approval of Board of Directors only.

As per the provisions of Companies Act, 2013, company has to contribute 2% of the average
net profit of last 3 Financial year in CSR activities, hence the budget for CSR activities is Rs.
17,08,265.84/- (Rupees Seventeen Lakhs Eight Thousand Two Hundred Sixty- Five and
Eight Four Paisa Only) on CSR activities and the same has been spent on the areas
mentioned under Schedule VII of Companies Act 2013.

The Brief Outline of CSR Policy and initiatives undertaken during the year has been annexed
as ''Annexure - II'' to the Directors'' Report

27. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENT UNDER SECTION 186:

Pursuant to Section 186 of the Companies Act, 2013 and Rules made thereunder, requiring
disclosure in the Financial Statements of the full particulars of the loans made and
guarantees given or securities provided by a Non- Banking Financial Company in the
ordinary course of its business and the purpose for which the loan or guarantee or security
is proposed to be utilized by the recipient of the loan or guarantee or security are exempted
from disclosure in the Annual Report. Further, the details of investments made by the
Company are given in the Notes to the Financial Statements.

28. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The policies and procedures adopted by your Company taken into account the design,
implementation and maintenance of adequate internal financial controls, keeping in view
the size and nature of the business. The internal financial controls ensure the orderly and
efficient conduct of its business. The controls encompass safeguarding of your Company s
assets, strict adherence to policies, and prevention and detection of frauds and errors
against any unauthorized use or disposition of assets and Misappropriation of funds. These
controls help to keep a check on the accuracy and completeness of the accounting records
and timely preparation of reliable financial disclosures.

29. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN AND OUTGO:

The particulars required under Section 134(3}(m) of the Companies Act, 2013 read with
Rules 8 of the (Accounts] Rules 2014 in respect of conservation of energy and technology
absorption are provided hereunder:-

a. Conservation of energy-

(i) the steps taken or impact on conservation of energy;-NA

(ii) the steps taken by the company for utilising alternate sources of energy;-NA

(iii) the capital investment on energy conservation equipments,--NA

b. Technology absorption-

(i] the efforts made towards technology absorption;-NA

(ii] the benefits derived like product improvement, cost reduction, product development
or import substitution;-NA

(iii] in case of imported technology (imported during the last three years reckoned from
the beginning of the financial year]

(a] the details of technology imported;-NA

(b] the year of import;-NA

(c] whether the technology been fully absorbed;-NA

(d] if not fully absorbed, areas where absorption has not taken place, and the
reasons thereof; -NA

(iv] the expenditure incurred on Research and Development-NA

c. Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year is NIL and the
Foreign Exchange outgo during the year in terms of actual outflows is NIL.

80. COMPLIANCE WITH RBI GUIDELINES:

The Company being an NBFC has complied with all applicable regulations of the Reserve
Bank of India for Non-deposit taking NBFC, As per the Reserve Bank of India (Non-Banking
Finance Companies] Directions, 1998, the Directors hereby report that the Company did not
accept any public deposits during the year and did not have any public deposits outstanding
at the end of the year.

81. ronr of conduct, transparency and client protection

The Company has fully implemented the Reserve Bank of India''s Fair Practice Code and also
adopted the unified Code of Conduct of Usha Financial Services Limited.

82. PARTICULARS OF EMPLOYEES

The provisions of Rule 5(2] & 5(3] of the Companies (Appointment and Remuneration of
Managerial Personnel] Rules, 2014 are not applicable, as there are no such employee who

were drawing / in receipt of remuneration of prescribed amount during the period under
review.

33. REPORTING OF FRAUDS BY AUDITORS:

During the period under review, the Statutory Auditors have not reported to the Board or
Central Government any instances of material fraud in the Company by its officers or
employees under Section 143(12) of the Companies Act, 2013 as no fraud was committed by
the company at any time.

34. SEXUAL HARASSMENT POLICY FOR WOMEN UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE fPREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is in compliance with the Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013 and has adopted a policy on Sexual
Harassment to prohibit, prevent or deter any acts of sexual harassment at workplace and to
provide the procedure for the redressal of complaints pertaining to sexual harassment,
thereby providing a safe and healthy work environment.

CONSTITUTION OF COMMITTEE - SEXUAL HARASSMENT AT WORKPLACE

The Sexual harassment of women at workplace (prevention, prohibition and Redressal) Act,
2013 requires an employer to set up an ''internal complaints committee'' ("ICC") at each
office or branch, of an organization, to hear and redress grievances pertaining to sexual
harassment. The Company has constituted the same and complied with the provisions
relating to Constitution of internal complaints committee'' under Sexual Harassment of
Women at Workplace [Prevention, Prohibition and Redressal) Act, 2013.

Further, during the year under review, no case was filed under the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

35. MAINTENANCE OF COST RECORDS:

The nature of Company''s business/ activities is such that maintenance of cost records under
Section 148 (1) of the Companies Act, 2013 is not applicable to the Company.

36. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2Q16:

No application or proceeding was initiated in respect of the Company in terms of Insolvency
and Bankruptcy Code 2016.

37. DETAILS OF DIFFERENCE RET WEEN 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,

During the year under review, there were no transactions or events with respect to the One¬
time settlement with any bank or financial institution, hence no disclosure or reporting is
required.

38. DIRECTOR''S RESPONSIBILITY STATEMENT:

In accordance with Clause (C) Of Sub-Section (3) Of Section 134 of the Companies Act, 2013
the Directors would like to inform the Members that the Audited Accounts for the financial
year ended March 31, 2024, are in full conformity with the requirement of the Companies
Act, 2013. The Financial Accounts are audited by the Statutory Auditors, M/s K R A & Co.,
Chartered Accountants (Firm Registration No. 020266N). The Board of Directors of the
company further confirmed the members that:

a. in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

b. the Directors had 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 had 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 had prepared the annual accounts on a going concern basis; and

e. the Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

The Board expresses its sincere gratitude to the shareholders, bankers and clients for their
continued support. The Board also wholeheartedly acknowledges with thanks the dedicated
efforts of all the staff and employees of the Company.

FOR AND ON BEHALF OF THE BOARD
USHA FINANCIAL SERVICES LIMITED

Cgma (Xtffvimii :-^v

Managing Director Director and CEO

DIN: 01941985 DIN:07810522

Address: B-191, Yojna Vihar, Address: A-236,1st Floor, Block-A,

Delhi 110092 Opposite Angel mall, Kaushambi,

Vasundhra, Ghaziabad- 201012, UP

DATE: ¦ 202-^ DATE: 3 0.- Z 02.

PLACE: DELHI PLACE: DELHI