Dear Members,

Dhanvarsha Finvest Limited

Mumbai.

Your Directors are pleased to present the Twenty Seventh Annual Report along with the Audited Financial Statements of the Company for the financial year ended March 31,2021. The Company is registered with the Reserve Bank of India ("RBI") as a Non-Banking Financial Company ("NBFC") and is classified as a Non-Deposit Accepting Non- Systemically Important Non-Banking Financial Company (NBFC- NSI-ND).

In compliance with the applicable provisions of Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof, for time being in force) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, this report covers the Financial Statements and other developments during the financial year ended March 31,2021 and upto the date of the Board Meeting held on August 13, 2021 to approve this report, in respect of Dhanvarsha Finvest Limited.

This was an unprecedented year, with the Covid-19 pandemic affecting countries, businesses and individuals in India and across the world. Lockdown and restrictions imposed on various activities due to the pandemic called for extraordinary changes in the way operations were managed at the Company. Our technological investments, timely and decisive steps towards remote working ensured business continuity even as the pandemic unfolded across locations of our presence. The Company extended wholehearted support to vulnerable sections of society during this period in a number of ways.

Dissemination of Annual Reports in Electronic Mode

Pursuant to circulars issued by the Ministry of Corporate Affairs (MCA) on April 8, 2020, April 13, 2020, May 5, 2020 and January 13, 2021 read with Securities and Exchange Board of India ("SEBI") circulars dated May 12, 2020 and January 15, 2021, relaxation has been granted to the companies in respect of sending physical copies of annual report to the shareholders and requirement of proxy for general meeting held through electronic mode till December 31,2021.

In accordance with the circulars, the financial statements (including Board's Report, Corporate Governance Report, Management Discussion and Analysis Report, Business Responsibility Report, Auditor's Report and other documents annexed herewith) are being sent only through electronic mode to those shareholders whose email addresses are registered with the Registrar and Share Transfer Agent of the Company viz., MCS Share Transfer Agent Limited or Depository Participants, and whose names appear in the register of members as on Friday, August 20, 2021. The Company has also made arrangements for those shareholders who have not registered their email address to get these registered by following the procedure prescribed in the notice of the Twenty Seventh Annual General Meeting ("AGM").

The Annual Report for the Financial year March 31,2021 is also available on the website of the Company at www.dfltd.in.

Standalone and Consolidated Financial Results:

A summary of the Company's financial performance of the Company both on a standalone and consolidated basis, for the financial year ("FY") 2020-21 as compared to the previous Financial Year 2019-20 is given below:

(Rs. in Lakhs)

Note: Previous period figures have been regrouped / rearranged wherever necessary.

The financial statement containing the Balance Sheet, Profit and Loss and Auditors' Report on the financial statements have been sent to those members who have registered their email ids with the Company.

Review of Business Operations and State of Affairs of the Company

During the year under review, the Company's total income, on a consolidated basis, amounted to Rs. 3,006.41 lakhs compared to Rs. 1,929.38 lakhs in the previous year and total income, on a standalone basis, amounted to Rs. 2,441.98 lakhs compared to Rs. 1,929.52 lakhs in the previous year. The operating profit of Rs. 828.42 lakhs during the year, driven by volume growth, reduction in cost of funds and better cost management compared to Rs. 771.61 lakhs in the previous year. Profit before tax on consolidated basis stood at Rs. 278.22 lakhs compared to Rs. 554.30 lakhs in the previous year and Profit after tax on consolidated basis stood at Rs. 130.10 lakhs compared to Rs. 406.10 lakhs in the previous year.

The Loan assets under management (AUM) grew 180% year- on-year to Rs. 10,442.23 lakhs as compared to Rs. 32,723.81 lakhs in the previous year.

The financial statements are prepared in accordance with Indian Accounting Standards for the financial year ended March 31,2021 and forms part of this Annual Report.

Impact of Covid-19 Pandemic

The Covid-19 pandemic which is a once in a lifetime occurrence has brought with it an unimaginable suffering to people and to almost all sections of the economy. The nationwide lockdowns to curtail the transmission of disease, had put the global economy in extreme stress of the level not seen since the Great Depression and would have a long-lasting economic impact.

The dynamic and evolving nature of the pandemic with its resurgence (second wave) at the close of the year once again creates uncertainty, including economic impact. Hopefully, the outreach of vaccination drives across the country, additional efforts to set up medical infrastructure and obtaining required medical supplies, in addition to continued adherence to Covid-19 specific protocols will help in overcoming this testing situation.

Like the greater economy, the pandemic coupled with the lockdown and relief measures provided by RBI had a bearing on the performance of the Company. The impact of the above on the performance of the Company and the measures adopted by the Company to steer through the pandemic have been discussed in detail and is forming part of the financial statements of the Company. You may refer to the Management Discussion and Analysis for the same.

Transfer to Reserve Fund

Under section 45-IC (1) of Reserve Bank of India Act, 1934, non-banking financial companies (NBFCs) are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Accordingly, the Company has transferred a sum of Rs. 13.69 lakhs to its reserve fund.

Credit Rating

The Board wishes to inform that owing to high capital adequacy, strong promoter support, tightened credit acceptance criteria and robust asset liability management, the credit rating was upgraded during the year. This re-affirms the high reputation and trust the Company has earned for its sound financial management and its ability to meet all its financial obligations.

The details of ratings assigned by credit rating agencies and migration of ratings during the year are as follow:

Dividend on Equity Shares

The directors recommend, for consideration of the members at the ensuing ("AGM") of the Company, payment of dividend of Rs. 0.05/- per equity share i.e. 0.5% of face value of Rs. 10/- each. The total dividend for financial year 2020-21 is Rs. 6.75 lakhs, to be paid out of the profits of the Company and that the said dividend be paid subject to the approval of the members of the Company in the ensuing AGM of the Company. Accordingly, the dividend payout ratio will be 5%.

Pursuant to the provisions of regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification/(s) and re-enactment thereof till date) ("Listing Regulations"), the Company has formulated and adopted a dividend distribution policy of the Company approved by the Board of Directors of the Company.

The dividend recommended is in accordance with the principles and criteria set out in the dividend distribution policy.

Dividend paid for financial year 2019-20 was Rs. 0.10/- per equity share i.e. 1% of face value of Rs. 10/- each. The amount of dividend and tax thereon aggregated to Rs. 14.34 lakhs. Accordingly, the dividend payout ratio was 10%.

In view of the amendment to the Income Tax Act, 1961 through the Finance Act, 2020, imposition of dividend distribution tax has been abolished. The dividend, if declared, at the ensuing AGM of the Company will be taxable in the hands of the members of the Company.

Pursuant to Regulation 43A of the Listing Regulations the Company has adopted a Dividend Distribution Policy which is annexed as Annexure I to this report and is available on the website of the Company i.e. www.dfltd.in.

Covid Relief Measures by Reserve Bank of India

RBI issued guidelines on March 27, 2020 (as amended) permitting all commercial banks, co-operative banks, All- India Financial Institutions and NBFCs to give moratorium to customers in respect of installments falling due between March 1, 2020 to August 31, 2020. Accordingly, the Company offered moratorium to its customers based on Board approved Policy. RBI, through its circular dated August 6, 2020, provided a resolution framework for Covid-19 related stress and allowed a onetime restructuring of certain categories of loans from September 1,2020 till December 31,2020.

Further, during the financial year ended 2020-21, the Company had, pursuant to the Scheme issued by the Government of India dated October 23, 2020 and circular issued by RBI dated October 26, 2020 on Scheme for grant of ex-gratia payment of difference between compound interest and simple interest for six months to the borrowers in specified loan accounts for the period between March 1, 2020 to August 31, 2021(the 'Scheme'), granted the ex-gratia benefit to all the eligible borrowers.

Share Capital of the Company

During the financial year 2020-21, the total paid up equity share capital of the Company increased from Rs. 13,50,77,560/- to Rs. 15,29,24,290/-.

The movement of equity share capital during the year was as under:

The Board of Directors of the Company in their meeting held on November 03, 2020, allotted 1 7,96,944 convertible warrants having face value of Rs. 111.30/- on preferential basis to various promoter and non-promoter individuals/entities for an aggregate amount of Rs. 19,99,99,867.20/-. These warrants shall be convertible into equivalent number of equity shares of the Company at a conversion price of Rs. 111.30/- per equity share within 18 months from the date of allotment. These convertible warrants have been allotted against the subscription price equivalent to 25% of the issue price and balance exercise price equivalent to 75% of the conversion price of the equity shares shall be payable by the warrant holder(s) at the time of exercising options of conversion of the warrants.

The Board of Directors of the Company at their meeting held on November 03, 2020, allotted 40,43,126 unsecured compulsorily convertible debentures on preferential basis to Wilson Holdings Private Limited for an aggregate amount of Rs. 44,99,99,923.80/-. These securities shall be convertible into equivalent number of equity shares of the Company at a conversion price of Rs. 111.30/- per equity share within 18 months from the date of allotment.

Investor Education and Protection Fund (IEPF)

In accordance with the applicable provisions of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority.

Since there was no dividend declared and paid from financial year 2012-2013 till the financial year 2016-2017, your Company did not have any funds as lying unpaid or unclaimed for a period of seven (7) years in terms of provisions of the Section 124 of the Companies Act, 2013. Therefore, there is no funds which required to be transferred to IEPF established by the Central Government pursuant to provisions of the Section 125 of the Companies Act, 2013.

During the year, the Company did not have any equity shares which were required to be transferred to IEPF.

Employees Stock Option Schemes (ESOS)

The Company has in force the following Schemes which are prepared as per the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 ("SBEB Regulations"):

1. Dhanvarsha ESOP Plan-2018 ("ESOS Scheme 2018")

2. DFL Employees Stock Option Scheme- 2021 ("ESOS Scheme 2021")

Further, no stock options were granted to the employees during the year under the ESOS Scheme 2021.

During the year under review, 2,85,000 stock options granted under ESOS Scheme.

Under Ind AS, equity settled share-based payment transactions with employees are required to be accounted for as per Ind AS 102 "Share-based Payment", whereby the fair value of options as on the grant date should be estimated and recognized as an expense over the vesting period. In accordance with above, the Company has followed fair value method for equity options in its accounts.

There is no material change in Employees' Stock Option Scheme during the year under review and the Scheme is in line with SBEB Regulations. A certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SBEB Regulations and the resolution passed by the members of the Company would be placed at the ensuing AGM for inspection by members of the Company through electronic means. The disclosures relating to ESOPs required to be made under the provisions of the Companies Act, 2013 and the SBEB Regulations are provided on the website of the Company i.e. www.dfltd.in and the same is available for inspection by the members of the Company at the Registered office of the Company on all working days, except Saturdays and Public Holidays, during business hours and through electronic means. Members of the Company can request the same by sending an email to contact@dfltd.in till the AGM.

Particulars relating to ESOS Scheme 2018 is mentioned in Annexure - II.

Subsidiary Company

DFL Technologies Private Limited is the wholly owned subsidiary company of the Company. Accordingly, pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with applicable rules there under, Regulation 33 of the Listing Regulations and applicable Indian Accounting Standards ("Ind AS"), the Board of Directors of the Company approves the Consolidated Financial Statements of the Company and its subsidiary. Copies of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Report of the Auditors of the subsidiary company are not attached to the accounts of the Company for financial year 2020-21. The Company will make these documents / details available upon request by any member of the Company. These documents / details will also be available for inspection by any member of the Company at its registered office and at the registered office of the subsidiary company during business hours on working days and through electronic means. Members of the Company can request the same by sending an email to contact@dfltd.in till the AGM. The Company's financial statement including the accounts of its subsidiary which forms part of this Annual Report are prepared in accordance with the Companies Act, 2013 and Ind AS 110.

A report on the performance and financial position of the subsidiary of the Company, as per the Companies Act, 2013 is provided in the prescribed Form AOC-1 as Annexure III of this report and hence not repeated here for the sake of brevity.

The subsidiary company is not a material subsidiary of the Company as per Regulation 16 of the Listing Regulations, for the financial year 2020-21 . However, for the sake of better corporate governance practice, Mrs. Manjari Kacker, Independent Director on the Board of the Company is also an Independent Director of DFL Technologies Private Limited. The Policy on determining the material subsidiary is available on the website of the Company, i.e. www.dfltd.in and the link is https:// www.dfltd.in/assets/pdf/new-pdf/Policy on Determining Material Subsidiary.pdf.

Leverage Ratio

The Company being NBFC registered with RBI and classified as (NBFC- NSI-ND), is required to maintain a leverage ratio which as per regulatory norms shall not be more than 7 times. The Leverage Ratio of the Company as on March 31, 2021 was 0.95 which is well within the limits prescribed by RBI.

Management Discussion and Analysis

A detailed review of the operations, performance and future outlook of the Company and its business, as stipulated under Regulation 34(2)(e) read with Schedule V of the Listing Regulations, is presented in a separate section forming part of the Annual Report under the head 'Management Discussion and Analysis.'

Business Responsibility Report

The Business Responsibility Report, in terms of Regulation 34(2) (f) of the Listing Regulations, describing the initiatives taken by the Company from an environmental, social and governance perspective is attached as part of the Annual Report.

Board of Directors

The Board of Directors of the Company comprises of the following directors:

(i) Mr. Rakesh Sethi- Chairperson & Independent Director

(ii) Mr. Rajiv Kapoor- Independent Director

(iii) Mr. Krishipal Raghuvanshi- Independent Director

(iv) Mr. Nirmal Vinod Momaya- Independent Director

(v) Mrs. Manjari Kacker- Independent Director

(vi) *Mrs. Minaxi Mehta - Non- Executive Non-Independent Director

(vii) **Mr. Atwood Porter Collins - Non- Executive Non- Independent Director

(viii) Mr. Karan Neale Desai- Joint Managing Director

(ix) Mr. Rohanjeet Singh Juneja- Joint Managing Director

*Mrs. Minaxi Mehta (Promoter) is appointed as Non-Executive Non-Independent Director w.e.f June 10, 2021

**Mr. Atwood Porter Collins is appointed as Non-Executive Non-Independent Director w.e.f July 31,2021

During the year under review, Mr. Ashish Sharad Dalal, Non- Executive Non-Independent Director of the Company, resigned from the directorship of the Company w.e.f. close of business hours on November 10, 2020.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of the Directors) Rules, 2014 amended from time to time, Mr. Karan Neale Desai, Joint Managing Director of the Company, shall be liable to retire by rotation at the ensuing AGM of the Company and being eligible for re-appointment.

The Board of Directors of the Company based on the recommendations of the Nomination and Remuneration Committee, at its meeting held on June 10, 2021, appointed Mrs. Minaxi Mehta (DIN: 03050609) as an Additional Director - Non-Executive Non-Independent (Promoter) w.e.f. June 10, 2021, to hold office up to the date of ensuing AGM of the Company.

Further, the Board of Directors of the Company based on the recommendations of the Nomination and Remuneration Committee, by resolution passed by circulation on July 28, 2021, appointed Mr. Atwood Porter Collins (DIN: 09239511) as an Additional Director - Non - Executive Non-Independent w.e.f. July 31,2021, to hold office up to the date of ensuing Twenty Seventh AGM.

The Board of Directors of the Company had on August 11, 2018, appointed Mr. Karan Neale Desai (DIN: 05285546) as Joint Managing Director of the Company for a period of 3 years. Since the tenure of appointment of Mr. Karan Neale Desai expires on August 10, 2021, the Board of the Company had based on the recommendations of the Nomination and Remuneration Committee, pursuant to the provisions of Section 196, 197 read with Schedule V to the Companies Act, 2013, approved the re-appointment of Mr. Karan Neale Desai as Joint Managing Director of the Company for a further period of 3 years from August 11, 2021 to August 10, 2024, at a remuneration approved by the Board of the Directors, subject to approval of the Members at the ensuing AGM of the Company.

The notice convening the AGM includes brief information and proposal for appointment of Mrs. Minaxi Mehta as Non- Executive - Non-Independent Director (Promoter), Mr. Atwood Porter Collins as Non-Executive Non- Independent Director and re-appointment of Mr. Karan Neale Desai as Joint Managing Director.

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of the Directors) Rules, 2014 amended from time to time, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

Further, the Company has obtained the certificate from M/s. Bhandari & Associates, Practicing Company Secretaries, pursuant to Regulation 34(3) and Schedule V Para C Clause 10(i) of the Listing Regulations confirming that none of the Directors on Board of the Company as on March 31, 2021, have been debarred or disqualified from being appointed or continuing as directors of the companies by SEBI / Ministry of Corporate Affairs or any such statutory authority.

Secretarial Standards

Pursuant to various relaxations provided by MCA due to onset of Covid Pandemic, the Institute of Company Secretaries of India had also granted relaxations from few provisions of Secretarial Standard ("SS")-1 and SS-2. In view of the same, the Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2 relating to 'Meetings of Board of Directors' and 'General Meetings', respectively, have been duly followed by the Company.

Directors' Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 amended from time to time, your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31 , 2021 , the applicable accounting standards read with the requirements set out under Schedule III to the Companies Act, 2013, have been followed along with proper explanation relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the profit and loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

Corporate Governance

Your Company believes in adopting best Corporate Governance practices. The Company has also implemented several best Corporate Governance practices as prevalent globally. The report on Corporate Governance as stipulated under Regulation 27 and Schedule V to the Listing Regulations forms an integral part of this Annual Report.

The requisite certificate from M/s. Bhandari & Associates, Practicing Company Secretaries (Ms. Manisha Maheshwari, Partner, Membership No. ACS - 30224 & C.P. No: 11031), confirming the compliance with the conditions of the Corporate Governance as stipulated under Regulation 34(3) and Schedule V to the Listing Regulations is annexed to this Annual Report.

All Board Members and Senior Management Personnel have affirmed compliance with the Company's code of conduct for the financial year 2020-21. A declaration to this effect signed by the Joint Managing Directors is included in this Annual Report.

Contracts and Arrangements with Related Parties

The Company has put in place a policy for Related Party Transactions (RPT Policy), which has been approved by the Board of Directors. The policy provides for identification of Related Party Transactions (RPTs), necessary approvals by the Audit Committee / Board / Shareholders, reporting and disclosure requirements in compliance with the Companies Act, 2013 and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All contracts executed by the Company during the financial year with related parties were on arm's length basis and in the ordinary course of business. All such RPTs were placed before the Audit Committee/ Board for approval, wherever applicable. The Audit Committee reviews all RPTs quarterly.

The Company has obtained the shareholder's approval on Material Related Party Transaction in the previous Annual General Meeting.

During the year, the Company has entered into contract/ arrangement / transaction with related parties, which could be considered material in accordance with Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the policy of the Company on materiality of RPTs. The policy for determining 'material' subsidiaries and the policy on materiality of RPTs and dealing with RPTs as approved by the Board may be accessed on the website of the Company i.e. www.dfltd.com. You may refer to Note no. 44 of the Standalone Financial Statement, which contains related party disclosures. Since all RPTs entered into by the Company were on an arm's length basis and in the ordinary course of business. The Company has not entered into any transaction requiring disclosure in Form AOC-2, hence the same is not provided.

Considering the Company is being NBFC and its nature of business and operations, the Company will be/continue entering into various Related Party Transactions in the ordinary course of business and accordingly the Company has sought approval from shareholders for Material Related Party Transactions and details of same can be sought from the Notice Convening the Annual General Meeting of the Company.

Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company having net worth of Rs. 500 crores or more or turnover of Rs. 1 000 crores or more or net profit of Rs. 5 crores or more during immediately preceding financial year shall constitute Corporate Social Responsibility Committee and shall ensure that it spends, in every financial year, at least 2 (Two) percent of the average net profits made during three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy.

During the financial year 2020-2021, the requirement of compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, was not applicable to the Company.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to the financial statements. The Internal Auditors tested the design and effectiveness of the key controls. During the year under review, no reportable material weakness in the design or operations was observed.

Annual Return

As required under Section 92(3) of the Companies Act, 2013 and the rules made there under and amended from time to time, the Annual Return of the Company as prescribed in Form MGT-7 is available on the website of the Company i.e. www. dfltd.in.

Key Managerial Personnel

The Company has below mentioned persons as Key Managerial Personnel in terms of the requirement of Section 203 of the Companies Act, 201 3 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, within the meaning of Section 2 (51) of Companies Act, 2013:

* Mr. Narendra Tater has resigned as Chief Financial Officer of the Company w.e.f. close of business hours on July 31,2020.

** Mr. Vijay Mohan Reddy has resigned as Company Secretary and Compliance Officer of the Company w.e.f. close of business hours on July 31,2020.

*** Mr. Sanjay Kukreja has been appointed as Chief Financial Officer of the Company w.e.f. August 1,2020.

**** Mr. Fredrick Pinto has been appointed as Company Secretary and Compliance Officer w.e.f. August 1,2020.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and as per Regulation 17 of the Listing Regulations, the Company has devised a policy for performance evaluation of Independent Directors, Board of Directors, Committee and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. A structured questionnaire was prepared after taking into consideration of the various aspects such as performance of specific duties, obligations, Board's functioning, composition of the Board and its Committees, culture and governance.

The performance evaluation of the Chairperson, Joint Managing Directors and Independent Directors was carried out by the entire Board of Directors of the Company excluding the directors being evaluated. The Board of Directors expresses their satisfaction with the evaluation process. The Board of Directors of the Company appreciated the performance of the Joint Managing Directors and stated that they have, exceeded the expection of the Board, in such difficult times.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company i.e. www.dfltd.in.

The Appointment and Evaluation Policy which lays down criteria for appointment of Executive Directors and Independent Directors and remuneration of Directors, Key Managerial Personnel and other Senior Management Employees. The said Policy is annexed herewith as Annexure - IV.

Public Deposits

The Company is registered with RBI as a Non-Deposit accepting NBFC and during the year under review, has neither invited nor accepted any public deposit as defined in Master Direction - Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016.

Auction for recovery for Loan against Gold

During the year under review, the Company started lending against Gold ornaments. Further, during the year, the Company had not conducted any auctions for recovery of the outstanding from Loan against Gold.

Statutory Auditors and Auditors' Report

As per the provisions of Section 139 of the Companies Act, 2013 and rules made there under, M/s. Haribhakti & Co. LLP., Chartered Accountants (Firm Registration No.103523 W/W 100048 with Institute of Chartered Accountants of India), Mumbai, was appointed as Statutory Auditors of the Company at the twenty fifth AGM of the Company held on September 18, 2019, to hold office until the conclusion of the thirtieth AGM of the Company. However, vide letter dated August 13, 2021, M/s. Haribhakti & Co. LLP, Chartered Accountants, Mumbai, has expressed their inability to continue as the Statutory Auditors of the Company in order to comply with RBI circular bearing reference no. DoS.CO. ARG/SEC.01 /08.91 .001 /2021 -22 dated April 27, 2021 read with Frequently Asked Questions dated June 11,2021 on Appointment of statutory auditors for Banks and NBFCs resulting in a casual vacancy in the office of the Statutory Auditors of the Company as per Section 139 (8) of the Companies Act, 2013.

Based on the recommendations of the Audit Committee, the Board of Directors of the Company at its meeting held on August 13, 2021, noted and accepted the resignation letter of M/s. Haribhakti & Co. LLP, Chartered Accountants, Mumbai. The Board of Directors of the Company also placed on record its appreciation to M/s. Haribhakti & Co. LLP, Chartered Accountants, Mumbai for their contribution to the Company with their audit processes and standard of auditing.

In this regard, after obtaining consent and eligibility certificate from M/s. Bansal Bansal & Co., Chartered Accountants, Mumbai, under Section 141 of the Companies Act, 201 3, the Board of Directors of the Company at their meeting held on August 13, 2021, appointed M/s. Bansal Bansal & Co., Chartered Accountants (Firm Registration No.100986W with Institute of Chartered Accountants of India), Mumbai, as the Statutory Auditors of the Company under Section 139(8)(i) of the Companies Act, 2013, to fill the casual vacancy consequent to the resignation of M/s. Haribhakti & Co. LLP., Chartered Accountants, Mumbai.

As required by Section 139(8)(i) of the Companies Act, 2013 and rules made thereunder, the appointment of the Statutory Auditors to fill up the casual vacancy, is also to be ratified and approved at a general meeting of the Company. Accordingly, the Board of Directors recommends the appointment of M/s. Bansal Bansal & Co., Chartered Accountants, Mumbai, for the ratification and approval of the members of the Company at the ensuing AGM of the Company.

Further, the Board of Directors of the Company, based on the recommendation of the Audit Committee and subject to the approval of the members of the Company, approved the appointment of M/s. Bansal Bansal & Co., Chartered Accountants, (Firm Registration No.100986W) with Institute of Chartered Accountants of India), Mumbai, as the Statutory Auditors of the Company for a period of 3 (three) years from the conclusion of the ensuing AGM of the Company till the conclusion of the thirtieth AGM of the Company to be held in the year 2024 at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the

Board of Directors of the Company and M/s. Bansal Bansal & Co., Chartered Accountants, Mumbai.

Appropriate resolution(s) seeking ratification/approval of members for the appointment of M/s. Bansal Bansal & Co., Chartered Accountants, Mumbai, as the Statutory Auditors of the Company is appearing in the Notice convening the ensuing AGM of the Company.

The audit for the financial year 2020-21 was conducted by M/s. Haribhakti & Co. LLP., Chartered Accountants, Mumbai and there are no qualifications, reservations, adverse remarks or disclaimers made by M/s. Haribhakti & Co. LLP., Chartered Accountants, Mumbai, in their audit report. The Notes to the financial statements referred in the Auditors Report are self- explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors' Report is annexed with the financial statements in the Annual Report.

Secretarial Auditors

M/s. Bhandari & Associates., Practicing Company Secretaries (Firm Registration No. P1981MH043700 with the Institute of Company Secretaries of India), was appointed to conduct the secretarial audit of the Company for the financial year 2020-2021, as required under Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 amended from time to time. The Secretarial Audit Report for financial year ended March 31, 2021, is annexed herewith marked as Annexure — V to this Board Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year 2020-2021 for all applicable compliances as per SEBI Regulations and circulars/guidelines issued there under. The Annual Secretarial Compliance Report for the financial year 2020-2021 has been submitted to the stock exchanges in compliance with the SEBI Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2020/38 dated March 19, 2020 as amended from time to time.

Reporting of Frauds by the Auditors

During the year under review, the Statutory Auditor and the Secretarial Auditor have not reported any instances of frauds committed in the Company to the Audit Committee under Section 143(12) of the Companies Act, 2013.

Meetings of the Board

The Board met 10 (Ten) times during the year and other details of meetings of the Board of Directors of the Company held during the financial year / tenure and the attendance of Directors forms part of the Corporate Governance Report.

Audit Committee

The constitution of the Audit Committee as on March 31 , 2021, is given below:

Further, the Audit Committee has been reconstituted on June 10, 2021 and the composition of the same as on date is as follows:

Nomination and Remuneration Committee

As at March 31, 2021, the Nomination and Remuneration Committee consists of the following Independent Directors:

Stakeholders Relationship Committee

As at March 31, 2021, the Stakeholders Relationship Committee consists of the following members:

*Pursuant to resignation of Ashish Sharad Dalal, the Committee was reconstituted on November 1 1, 2020, and Mr. Rajiv Kapoor was appointed as the Chairperson of the Stakeholders Relationship Committee

Further, the Stakeholders Relationship Committee has been reconstituted on June 10, 2021, and the composition of the same as on date is as follows:

Whistle Blower Policy/ Vigil Mechanism

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, your Company has adopted a Vigil Mechanism /Whistle Blower Policy. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and is also provided direct access to the Chairperson of the Audit Committee, in appropriate or exceptional cases.

Accordingly, 'Whistle Blower Policy' has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Chairperson of the Audit Committee of the Company.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.

The policy has also been uploaded on the website of Company i.e. www.dfltd.in. the link is https://www.dfltd.in/assets/pdf/ new-pdf/Whistle_Blower_Policy.pdf.

Code of Conduct for Prevention of Insider Trading

The Board of Directors of the Company has amended and adopted the 'Code for Insider Trading & Fair Disclosure of Unpublished Price Sensitive Information (UPSI)' ("Code") as formulated under SEBI (Prohibition of Insider Trading) Regulations, 2015 and SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

The Insider Trading Policy of the Company laid down the guidelines and procedure to be followed and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor and ensure reporting of dealings by the employees of the Company. The Insider Trading Policy of the Company as amended from time to time, is available on the website of the Company i.e. www.dfltd.in.

Particulars of Loan given, Investment made, Guarantee given and Securities provided by the Company

Particulars of loans given, investments made and guarantees given along with the purpose for which the loan or guarantee is proposed to be utilized by the recipient under the provisions of Section 1 86 of the Companies Act, 201 3 read with the Companies (Meetings of Board and its Powers) Rules, 2014 amended from time to time, are provided in the respective notes in the financial statement.

Significant and Material order passed by the Regulatory or Courts

There were no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operation.

Material changes and commitments affecting financial position between end of the financial year and date of this report

There were no material changes and commitments affecting financial position of the Company during the period between end of the financial year and date of this Board Report.

Listing Fee

The equity shares of the Company are listed on BSE Limited. The Listing fee for the financial year 2021-2022 for BSE Limited has been paid by the Company.

Information under Regulation 34(3) read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 34(3) read with Schedule V to the Listing Regulations, the details of the shares lying with the Company in Unclaimed Suspense Account as on March 31, 2021 are as under:

Particulars of Employees and Related Disclosures

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (including any statutory modification/(s) and re-enactment/(s) thereof till date), the disclosures pertaining to the remuneration and other details as required is appended as Annexure - VI to this Board Report.

A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rs. 1.02 crore or more or employed for part of the year and in receipt of Rs. 8.5 lakh or more per month, under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification/(s) and re-enactment/(s) thereof till date), is available for the inspection at the registered office of the Company.

Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company Secretary of the Company and the same will be furnished to them.

Internal Control System

The Company has adequate internal control system commensurate with its size and business. The Internal Auditors of the Company reviewed that all the financial transactions of the Company are in line with the compliance of laws, policies and procedures and have been correctly recorded and reported. The Internal Audit is conducted on regular basis and the reports are submitted to the Audit Committee at their quarterly meetings. The Audit Committee actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same.

Conservation of Energy, Technological Absorption, Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 1 34(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and amended from time to time, are set out in the Annexure - VII.

Prevention of Sexual Harassment

Your Company recognizes its responsibility and continues to provide a safe working environment for women, free from sexual harassment and discrimination. In Compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has put in place a Policy on prevention of Sexual Harassment of Women at workplace, is available on the website of the Company i.e. www.dfltd.in and has duly constituted an internal complaints committee under the same.

Your Directors further state that during the year under review, there were no case filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Applications under the Insolvency and Bankruptcy Code, 2016

There was no application made by the Company or upon the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 by / against the Company as on March 31,2021.

The details of difference between amount of the valuation

During the year under review, there were no settlements made by the Company for any loan / borrowing taken from the Banks or Financial Institutions and hence no comment with regard to the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions / events on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. None of the Executive Directors of the Company receive any remuneration or commission from any of its subsidiary.

Your Directors state that during the financial year 2020-21:

1. There is no change in nature of business of the Company.

2. The Central maintenance the Company Government has not prescribed the of cost records for any of the products of under sub-section (1) of Section 148 of the Companies Act, 2013 and the rules framed there under.

Registration with Reserve Bank of India

The Company is registered as NBFC under Section 45-IA of the Reserve Bank of India Act, 1934. However, RBI does not accept any responsibility or guarantee about the present position as to the financial soundness of the Company or for the correctness of any of the statements or representations made or opinions expressed by the Company and for repayment of deposits/ discharge of liabilities by the Company.

Appreciation

Your Directors place on record their sincere appreciation for the asssistance and guidance provided by the Reserve Bank of India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, government and other regulatory Authorities, stock exchange, other statutory bodies, bankers and members of the Company for the assistance, co-operation and encouragement and continued support extended to the Company.

Your Directors take this opportunity to thank the customers, vendors and investors and other business partners of the Company for their continued support during the year and also place on record their appreciation to the contribution made by the employees of the Company at all levels.