To the Members,

The Directors have great pleasure in presenting their 33^rd Annual Report along with the audited financial
statements for the financial year ended 31^st March, 2023.

FINANCIAL RESULTS

The Financial Results of the Company for the year ended 31^st March, 2023 are summarized below:

Sl.No.	Particulars	Current FY ended 31st March, 2023	Previous FY ended 31st March, 2022
		INR in Lakhs	INR in Lakhs
(i)	Revenue from operations (net)	87.57	362.00
(ii)	Other Income	44.46	-
(iii)	Total Income	132.04	362.00
(iv)	Operating Expenditure	62.80	232.00
(v)	Profit before Interest, Depreciation and Amortization and Tax	70.34	132.07
(vi)	Finance Costs (net)	-	-
(vii)	Depreciation and Amortization	1.10	2.07
(viii)	Profit / (Loss) before exceptional items and tax	69.24	130.00
(ix)	Exceptional items	41.85	(1022.48)
(x)	Profit before Taxes	111.09	(892.48)
(xi)	Tax Expenses
	a) Current Tax	-	-
	b) Deferred Tax	-	-
(xii)	Net Profit (or) Loss for the Year	111.09	(892.48)
(xiii)	Balance Brought Forward from Previous Year	(1419.47)	(526.98)
(e)	Balance carried to Balance Sheet	(1308.39)	(1419.46)

PERFORMANCE OF THE COMPANY

During the year, your Company registered a total income of ^132.04 Lakhs against that of the previous
year ^ 362.00 Lakhs. Your Company registered a Net Profit after Tax of ^ 111.09 Lakhs as compared to
previous year Net Loss of ^ 892.48 Lakhs. Your Company has been successful in reducing expenses. With
stepped up efforts in recovery,your Company has improved performance during the year.

DIVIDEND

The Directors have not recommended any Dividend for the period ended 31.03.2023.

TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve during the Financial Year.

CAPITAL STRUCTURE

There was no change in the Authorized Share Capital of the Company during the year.

The Authorized Share Capital of the Company is Rs. 15,51,00,000/- (Rupees Fifteen Crores and Fifty One
Lakh only) divided into 1,55,10,000 (One Crore Fifty Five Lakh and Ten Thousand Only) Equity Shares of
Rs. 10/- (Rupee Ten) each.

DEPOSITS

The Company has not accepted Public Deposits during the period. As previously informed, the Company
has repaid all earlier Deposits in June 2012. Your Company is converted to Category B, i.e. Non-Deposit
accepting Company in accordance with the RBI regulations.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND
PROTECTION FUND:

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

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your directors wish to present the details of Business operations done during the year under review:

a. Business Operations and Profitability: The Company is Non-Banking Finance Company listed on BSE
Ltd. The Company was able to maintain its revenue targets. The Company has also diversified its fund by
selling its investment in associate company which was not earning expected returns for the Company.

b. Sales of Services: The company is covered under the category of Loan Company within the broad
category of Non Deposit accepting Non-Banking Finance Company. The target sector of the Company is
Small business man and middle class households. Accordingly main products offered by the company are
Unsecured Business and Personal Loan and Gold Loan.

c. Marketing and Market environment: The Company is carrying on its business activities on medium
scale and therefore huge and extensive marketing strategies are not adopted by the company. The
company has adopted small scale business marketing strategies. The company is carrying on business of
providing finance and there is huge competition in the market in this type of business sector.

d. Future Prospects including constraints affecting due to Government policies: Our organization is
putting efforts in collecting its bad debts from customers and trying to enhance its customer base through
advertisements and different marketing strategies so adopted by the company. The company is expecting
more revenue in upcoming years. There are no specific industrial or Government policies which restrict
the businessor growth of the company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THECOMPANY WHICH HAS OCCURRED SINCE
31.03.2023 TILL THE DATE OF THIS REPORT

No material changes and commitments affecting the financial position of the Company occurred between
the end of the financial year to which these financial statements relate on the date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS ANDOUTGO

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no
foreign exchange inflow or Outflow during the year under review.

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

The provisions of Section 135 of the Companies Act, 2013 do not apply to our Company. Hence the
company hasnot developed and implemented any corporate social responsibility initiatives.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SEC.186

The company did not give any Loan or Guarantee or provided any security or make investment covered
under Section 186 of the Companies Act, 2013 during the year.

AUDITORS
Statutory Auditors

M/s Kannan Associates (FRN No:001736S) were appointed as the statutory auditors of the company, for
a periodof 5 years, at the Annual General Meeting on 30/09/2020 and to hold office till the conclusion of
the Annual General Meeting to be held on 2025 for the Financial year ending 31^st March, 2025.

Secretarial Auditor:

Mr. T. Durga Prasad, Practicing Company Secretary having COP: 15458 was appointed to conduct the

Secretarial audit of the Company for the financial year 31^st March, 2023, as required under Section 204
of the Companies Act, 2013 and Rules there under. The Secretarial Audit Report for the Financial Year
2023 forms part of the Annual Report and is enclosed in Annexure - I.

AUDITORS REPORT STATUTORY AUDITOR

The Statutory Auditor''s report is self-explanatory in nature. There is no audit qualification, reservation
or adverse remarks for the year under review. Pursuant to the amendments made to section 139 of the
Companies Act, 2013 by the Companies (amendment) Act, 2017 effective from May 7, 2018, the
requirement of seeking ratification of the members for appointment of the Statutory auditors has been
withdrawn from the statue. Hence the resolution seeking ratification of the members for continuance of
their appointment at this AGM has not been sought.

SECRETARIAL AUDITOR

Your Company believes in best investor relation practices. Hence, Management of the Company ensures

to be more careful /proactive and dedicated in all of the compliances including SEBI (Listing Obligations

and DisclosureRequirement) Regulations, 2015

Observations:

a) 99.42% of promoters'' shareholding is in dematerialization form and still 0.58% of the shares are in
physical form.

b) Pursuant to the Section 203(4) of the Companies Act, 2013, Chief Financial Officer (CFO) of the
Company was not appointed for more than six months, wherein the resignation was on 15th October
2020 and new CFO was appointed only on 23rd May 2022.

c) Pursuant to Section 134 (1) of the Companies Act, 2013, Financial Statements of the Company forthe
Financial Year 2021-2022of the Company was not signed by Company Secretary and Chief Financial
Officer of the Company.

d) Forms were filed with delay to the Ministry of Corporate affairs.

e) Pursuant to Regulation 29(2) of SEBI (SAST) Regulations, 2011, I understand that there was a change
in promoter shareholding during September 2022 and I have not come across any disclosure made to
BSE for the same.

f) There was a clarification sought from BSE regarding price information which I was able to trace on
the BSE website dated 13^th April 2022 and the reply is awaited from Company however Company has
confirmed that it has not received any mail from the BSE for the same.

g) During the financial year 2022-23, the Company had received email from the Bombay Stock Exchange
Limited (BSE) pursuant to the Regulations 19(1) and 42(2) of SEBI (LODR) for the penalties levied on
the Company amounting to Rs.2,12,400 /- and Rs.10,000/- respectively. As informed by the
management, the Company has applied for waiver to the Stock Exchange for Rs. 2,12,400 as the
Regulation of 19(1) is substantially complied and paid penalty of Rs. 10,000/- however, the
Regulation42(2) of SEBI (LODR)was complied except the intimation was not in particular category to
the Stock Exchange.

h) As per Regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015, The board of
Directors has implemented a structured digital database that is to be maintained under this
regulation except updation of information regarding legitimate purposes.

Reply to the Observation

a) Only 0.58% amounting to 26,800 shares from the total of 46,50,099 Promoters shares are not
dematerialized due to some procedural reasons and the same is in progress.

b) The company has taken steps to appoint CFO but due to Covid Pandemic it is got delayed for selecting
right person, however the company has appointed CFO on23rd May 2022.

c) This was not done due to health related issues of the concerned individuals on the date of the
financial statements. The Company has ensured that this is adhered to going forward.

d) The Company faced some technical issues previously with the filing of forms and is taking all steps to
ensure that there is no delay in future.

e) The change in promoter shareholding was within the permissible threshold. The Company will ensure
that all disclosures wherever necessary are made in full compliance in future.

f) Company was unaware of the said clarification seeking from BSE. The Company is not in receipt of

any mail, notice or any other mode of communication from BSE regarding the same. The Company
ensures and will continue to ensure prompt response to any queries that are received from BSE in
future.

g) The Company has taken steps to ensure strict compliance with the SEBI (LODR) in future

h) The Company has taken steps to ensure updation on time.

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

The Company''s Policy relating to appointment of Directors, payment of Managerial remuneration,
Directors'' qualifications, positive attributes, independence of Directors and other related matters as
provided underSection 178(3) of the Companies Act, 2013 is furnished is available on the website of the
Company at https://www.indoasiafinance.com/

EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies
(Management and administration) Rules, 2014 is furnished herewith as Annexure - II as well as available
on the website of the Company at https://www.indoasiafinance.com/

RELATED PARTY TRANSACTIONS

Transactions with related parties entered by the Company in the normal course of business are
periodically placed before the Audit Committee and the particulars of contracts entered during the year
as per Form AOC-2is enclosed as Annexure - III.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER
REVIEW

The Company has held 05 Board meetings during the financial year under review.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

i. The directors have selected such accounting policies and applied them consistently and made
judgmentsand estimates that were reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of the financial year and of the profit or loss of the
Company for the year under review.

ii. The directors have taken proper and sufficient care for the maintenance of adequate accounting
recordsin accordance with the provisions of this Act for safeguarding the assets of the Company
and forpreventing and detecting fraud and other irregularities.

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

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

vi. The directors had devised proper system to ensure compliance with the provisions of all

applicable lawsand that such systems are adequate and operating efficiently.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE
YEAR

No companies have become or ceased to be its subsidiaries, joint ventures or associate companies during
the year.

DEPOSITS

Our company is a Non deposit accepting Non Banking Financial Company, during the year under review
the Company has neither accepted nor renewed any deposit during the year under review.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. Mr. Padam J Challani was re-appointed as Managing Director of the Company with effect from 1st April,
2022.

2. Mr. C Madhavan was appointed as Chief Financial Officer of the Company with effect from 23rd May,
2022.

3. Regularization of Mr. Ramesh Kumar Mallela (DIN: 07726185) as Independent Director of the Company
w.e.f 10^th September, 2022

4. Resignation of Ms. Anuja Giria, Company Secretary and Compliance Officer of the Company w.e.f 13^th
November, 2022.

5. Appointment of Ms. Akila Balu as the Company Seretary and Compliance Officer of the Company w.e.f
14^thNovember, 2022.

Apart from this, there are no changes in the composition of Board of Directors during the financial year
2021-22.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each Independent Director under Section 149(7)
of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6)
of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with Rule 5 of the Companies
(Appointment andRemuneration of Managerial Personnel) Rules, 2014, are given below

a. The ratio of the remuneration of each director to the median remuneration of the
employees of theCompany for the Financial Year.

Name of the Director	Ratio of median remuneration
NIL

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial
Officerand Company Secretary in the financial year: NIL

c. Median remuneration of all the employees of the Company for the Financial Year 2023: 0

d. Percentage increase in the median remuneration of employees in the financial year ended on
31.03.2023:

There was an increase of nil in the median remuneration of employees in the financial year ended on
31.03.2023.

There were 3 permanent employees on the rolls of Company as on 31.3.2023.

e. Average percentile increases already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there are
any exceptional circumstances for increase inthe managerial remuneration:

Average percentile increases in the salaries of employees other than the managerial personnel : NIL
Average percentile increases in the salaries of the managerial personnel: NA

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

It is hereby affirmed that the remuneration paid to the managing/whole-time Directors and other
executives/employees of the Company is as per the remuneration policy of the Company.

None of the other employee is in respect of remuneration exceeding Rs. 850000/- P.M or 10200000 P.A
asprescribed under sub-rule 2 of Rule 5 of Companies (Appointment and Remuneration) Rules, 2014

EVALUATION OF BOARD, COMMITTEE AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, an annual performance evaluation of the performance of the Board,
the Directors individually as well as the evaluation of the working of the Board Committees was carried
out based onthe criteria and framework adopted by the Board.

The Independent Directors evaluation was done with main focus on their adherence to the Corporate
Governance practices and their efficiency in monitoring the same. They are also being evaluated on
various parameters viz., active participation in strategic planning, fiduciary responsibilities, participation
in Board and Committee meetings, etc. The performance evaluation of the Non-Independent Directors
was carried out by the entire Board of Directors (excluding the Director being evaluated) and they have
expressed their satisfaction with the evaluation process which considered their commitment and the
exercise of their responsibilities in the best interest of the Company. The Board approved the evaluation
results as collated by the Nomination and Remuneration committee.

WHISTLEBLOWER POLICY

The Board has adopted whistleblower mechanism in the company. The policy adopted by the company
is available on the website of the Company at https://www.indoasiafinance.com/

BOARD MEETINGS HELD DURING THE FINANCIAL YEAR

During the period from 01^st April, 2022 to 31^st March, 2023 - Five Board Meetings were convened and
held, the details of which are given below.

Date of Board Meeting	Names of Directors who attended the meeting
23rd May, 2022	Padam J Challani, Radhakrishnan Premkumar, Rameshkumar Mallela, Swapna P Kochar
10th August, 2022	Padam J Challani, Radhakrishnan Premkumar, Rameshkumar Mallela, Swapna P Kochar
14th November, 2022	Padam J Challani, Radhakrishnan Premkumar, Rameshkumar Mallela, Swapna P Kochar
28th December, 2022	Padam J Challani, Radhakrishnan Premkumar, Rameshkumar Mallela, Swapna P Kochar
13th February, 2023	Padam J Challani, Radhakrishnan Premkumar, Rameshkumar Mallela, Swapna P Kochar

DETAILS OF COMMITTEES AND THEIR MEETINGS

The Board has three primary committees namely, Audit Committee, Nomination and Remuneration Committee
and Stakeholders'' Relationship Committee. The Composition of the primary Committees and their meeting dates
are given below:

Name of the Committee	Composition	Details of Meetings held during the year
Audit Committee	Premkumar Radhakrishnan(Chairperson) Rameshkumar Mallela(Member) Padam J Challani(Member)	4 meetings were held during the period on the followingdates:- 23rd May, 2022 10th August, 2022 14th November, 2022 13th February, 2023

	Premkumar Radhakrishnan
Relationship Committee	(Chairperson) Rameshkumar Mallela(Member)	1 Meeting were held during the period on the
	Padam J Challani(Member) Swapna	following date:-
	P Kochar(Member)	13th February, 2023
	Premkumar Radhakrishnan	3 Meetings were held
Nomination and Remuneration Committee	(Chairperson) Rameshkumar Mallela (Member) Padam J Challani (Member)	during the period on the following dates:- 23rd May, 2022 10th August, 2022 14th November, 2022

SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION,PROHIBITIONAND 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 provisions of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
the Rules thereunder. The Company has no such cases of sexual harassment at workplacefor the FY 2022¬
23.

CASH FLOW STATEMENT

In conformity with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 and requirements of Companies Act, 2013, the Cash flow Statement for the financial year ended
31.03.2023 is annexed here to as a part of the Financial Statements.

DISCLOSURE OF MAINTENANCE OF COST RECORDS

Maintenance of Cost records as specified by the Central Government under subsection (1) of section 148
of the Companies Act, 2013 is not applicable to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
OPERATIONS IN FUTURE: NIL

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its
operations. To maintain its objectivity and independence, the Internal Audit function reports to the
Chairman of the Audit Committee of the Board and to the Managing Director. The Internal Audit
Department monitors and evaluates the efficacy and adequacy of internal control system in the Company,
its compliance with operating systems, accounting procedures and policies at all locations of the
Company. Based on the report of internal audit function, process owners undertake corrective action in
their respective areas and thereby strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to the Audit Committee of the
Board.

CORPORATE GOVERNANCE REPORT

In accordance with Schedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulations,

2015 Corporate Governance Report forms part of this Annual Report and attached Annexure IV.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report is enclosed as a part of this report as Annexure V.
CORPORATE GOVERNANCE CERTIFICATE

The certificate from the auditors regarding compliance of conditions of corporate governance as
stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached in
Annexure VI to the report.

ENVIRONMENT PROTECTION AND POLLUTION CONTROL

The Company has always been socially conscious corporate, and has always carried forward all its operations and
procedures for environment friendly norms with all necessary clearances.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on
Board Meetings and General Meetings. As required in terms of Secretarial Standard (SS)-4, it is hereby confirmed
that there is no corporate insolvency resolution process initiated under the Insolvency and Bankruptcy Code, 2016.

RISK MANAGEMENT POLICY

The Board of Directors of your Company has adopted a Risk Management Policy which details the procedures to
be followed by the Company with regard to risk management. The Board evaluates and reviews the risk factors
associated with the operations of the Company and recommend to the Board the methods to mitigate the risk
and advise from time to time various measures to minimizing the risk and monitor the risk management for the
Company.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for their support and contribution during
the year. The Directors would also like to thank the employees, members, customers, bankers, and associates
forthe continued support given by them to the Company and their confidence reposed in the management.

For and on behalf of the Board

Place: Chennai (Padam J Challani)

Date: 27.05.2023 Managing Director ^Director

(DIN-00052216) ^{(DIN- 02262562}