Directors Report of Hybrid Financial Services Ltd.

Mar 31, 2025

Your Directors present the Thirty Eighth Annual Report with the Audited
Statement of Accounts of the Company for the year ended 31^st March
2025.

1. FINANCIAL RESULTS

The Financial Results of the company for the year under review as
compared to the previous year are summarized below for your
consideration:

Particulars	Year Ended 31.03.2025 (Rs. in Lakhs)	Year Ended 31.03.2024 (Rs.i n Lakhs)
Gross Income	352.97	209.13
Gross Profit before Depreciation, Exceptional Item and Income Tax	226.10	95.92
Depreciation	1.03	1.03
Exceptional Items	19.14	6.88
Provision forTax	Nil	Nil
Net ProfitAfter Tax	205.93	88.01
Other Comprehensive Income	0.18	2.40
Add: Amount brought forward from previous year	(1,035.93)	(1,126.34)
Provision for Contingencies	Nil	Nil
Provision for Contingencies Reversed	465.07	Nil
Balance carried forward	(367.75)	(1,035.93)

2. OPERATIONS

The Financial Year 2024-2025 has ended with the company earning
a profit of Rs. 205.93 Lakhs after Tax. The Company’s operations are
still on very low scale and confined mostly to the business needs of
its wholly owned subsidiary. The Company does not anticipate any
significant revenue growth from operations in the coming years. The
Company is focussing on developing the activities of its Broking
Subsidiary, Maximus Securities Limited, as the Stock Markets are
showing optimistic outlook and is currently working towards merger of
Maximus Securities Limited with itself. The Company shall however
focus on developing new activities commensurate with its capabilities.
The company expects to concentrate on stock broking activities and
with the likely merger of the subsidiary business with itself, the
business is expected to grow in future.

3. OUTLOOK

The company is trying to undertake new Non - NBFC activities and
these activities earned a net income of Rs. 0.67 Lakhs during the
year. Other operations have yielded an income of Rs 190.00 Lakhs
and Rs.25.20 Lakhs as Rent. Company’s business is confined to
attending to past issues from its earlier operations and provide support
to the subsidiary’s operations. The business outlook of the subsidiary
is showing continued optimism.

4. LITIGATIONS

The Company’s appeal in SAT in respect of Payment of Reinstatement
fees to BSE did not meet with success. However, the Companies
Appeal towards interest charged on payment of Listing fee is being
heard by SAT.

The Company during the year has settled the Execution Petition filed
against it in Mehasana, Gujarat for a value of Rs,19.14 lakhs.

5 DIVIDEND

The Board of Directors have approved a Dividend of 1% on Preference
Shares amounting to Rs.1.40 Lakhs as per the terms of the instrument
subject to confirmation of members in the ensuing Annual General
Meeting. However, no dividend is recommended on Equity Shares to
conserve resources.

6 REDEMTION OF PREFERENCE SHARES

The Board of Directors have approved the redemption of preference
shares to the extent of Rs.70 Lakhs out of the total amount of Rs.140
Lakhs. The preference shares have become due and payable.

7 ANNUAL RETURN

The Annual Return of the Company as on 31^st March, 2025 in accordance
with Section 92(3) of the Act read with the Companies (Management
and Administration) Rules, 2014, can be accessed on the Company’s
website under Financials FY 2024-25 Tab at www.hvbridfinance.co.in

8 BOARD MEETINGS

The details of the Board Meetings held during the Financial Year 2024¬
2025 have been furnished under clause I 2(d) of the Corporate
Governance Report forming a part of this Annual Report.

The details regarding the meetings held during the Financial Year 2024¬
2025 are given in the Corporate Governance Report forming a part of
this Annual Report.

9 OTHER COMMITTEE MEETINGS

The Company has constituted the following Committees sequel to the
completion of their tenure by the existing Independent Directors and
Induction of new Independent Directors.

a) Audit Committee:

The Audit Committee of the Company is Constituted in line with
the provisions of section 177 of the Companies Act, 2013 read
with Regulation 18 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirement) Regulations,
2015. The Company has reconstituted the Audit Committee with
effect from 30^th July 2024 sequel to the induction of new Independent
Director Dr.Nitin K. Tike and again on 30^th October 2024 due to
resignation of Mr,.Mahesh S.Makhijani, Independent Director and
erstwhile Chairman of the Audit Committee. The members of the
Reconstituted Audit Committee are as under as on 31^st March
2025:

Name of Member	Status	Nature of Directorship
Dr. Nitin K. Tike*	Chairman	Independent Director
Mr. Mahesh S. Makhijani**	Chairman	Independent Director
Mr.Nilay S. Sharma	Member	Independent Director
Mr. Sameer S. Pimpale	Member	Independent Director
Mr. N. R. Divate	Member	Whole Time Director

* Appointed as a Chairman with effect from 31^st October 2024
** Resigned as Chairman with effect from 31^st October 2024
Mr. K. Chandramouli is an Ex-officio Secretary of the Audit Committee.

b) Nomination and Remuneration Committee:

The Company has reconstituted Nomination and Remuneration
Committee with effect from 25th September, 2020. Nomination
and Remuneration Committee constituted in accordance with
Regulation 19 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
The members of the reconstituted Nomination and Remuneration
committee are as under as on 31^st March 2025:

Name of Member	Status	Nature of Directorship
Mr.Nilay S. Sharma Mr. Sameer S. Pimpale Mrs. Megha J. Vazkar	Chairman Member Member	Independent Director Independent Director Women Director

c) Stakeholders Relationship Committee:

The Company has reconstituted the Stakeholders Relationship
Committee with effect from 30^th July 2024 sequel to the induction
of new Independent Director Dr.Nitin K. Tike. Following are the
members in the reconstituted committee as on 31^st March 2025_:

Name of Member	Status	Nature of Directorship
Mr. Sameer S. Pimpale	Chairman	Independent Director
Mr.Nilay S. Sharma	Member	Independent Director
Dr. Nitin K. Tike	Member	Independent Director
Mr. N. R.Divate	Member	Whole Time Director
Mr. K. Chandramouli	Member	Whole Time Director

10 d) Risk Management Committee:

The company has reconstituted the Risk Management Committee
with effect from 30^th July 2024 sequel to the induction of new
Independent Director Dr.Nitin K. Tike and following are the members

^st

Name of Member	Status	Nature of Directorship
Mr. Sameer S. Pimpale	Chairman	Independent Director
Dr. Nitin K. Tike	Member	Independent Director
Mr. K. Chandramouli	Member	Whole Time Director
Mr. N. R.Divate	Member	Whole Time Director

11 AMENDMENTS TO MOA AND AOA

In view of the induction of activity of Stock Broking and Allied Activities
upon Merger of the subsidiary, the company has proposed on
amendment to the Memorandum of Association and Articles of
Association as an enabling resolutions. The Board recommends the
same for approval

12 DIRECTORATE

The present tenure of Mr. Nandakishore R. Divate as Whole Time
Director will end on 31^st July, 2025. The Nomination and Renumeration
Committee has already recommended the reappointment of
Mr. Nandakishore R. Divate as Whole Time Director for a period of
three years commencing from 1^st August, 2025. Members are hereby
requested to consider and approve his reappointment on the terms
as per Special resolution placed in the Annual General Meeting.
Mr. Nandakishore R. Divate is interested in the said resolution. The
Board of Directors also recommend the same.

The present tenure of Mr. Nilay S. Sharma and Mr.Sameer Pimpale
ends with the ensuing 38^th annual general Meeting. Members are hereby
requested to consider and approve their reappointment on the terms
as per Special resolution to be placed in the upcoming 38^th Annual
General Meeting.

The Board also placed on record its appreciation for the assistance
and guidance provided by Mr. Mahesh S. Makhijani during his tenure
as Director of the Company who resigned with effect from 30^th October
2024 after closure of business hours due to personal reasons and his
preoccupation.

13 COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with the provisions of Secretarial Standard
1 (Board Meetings) and Secretarial Standards 2 (General Meetings) to
the extent as applicable to the Company.

14 BOARD EVALUATION

The Board generally evaluate the overall performance and the
evaluation are as under:

(a) As growth opportunities are getting stymied by environmental
threats, the management needs to be in guard to prevent any
unforeseen dangers.

(b) The need to preserve the integrity and ethics are more important
than any other business demands.

(c) Long pending issues need to be addressed and resolved at the
earliest so that the future path can be hormonised with greater
focus.

15 PARTICULRS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

The details of Related Parties and the Transaction with them are
disclosed as required by Ind AS - 24 issued by The Institute of
Chartered Accountants of India under Note No. 2.18.7 forming part of
this Annual Report.

In the opinion of Board there were no “material” transactions that
warrant a disclosure in this report. The amounts payable by the
subsidiary to holding company is enhanced based on the volume of
operations and the work performed by the holding company.,

Accordingly, particulars of Contracts or Arrangements with related
parties referred to in Section 188(1) in Form AOC-2 does not form a
part of this report.

Further the members may note that the Company has not entered into
Contracts/Arrangements/Transactions which are not at arm’s length
basis.

16 PARTICULARS OF LOANS GIVEN, INVESTMENT MADE,
GUARANTEES GIVEN AND SECURITIES PROVIDED

During the year under review, pursuant to the provisions of Section
186 Company has not granted any Loan or has made any Investment
or given any guarantees and Security.

17 TRANSFER TO RESERVES

The Company has not made any transfer to the reserve other than
transfer of surplus earned during the year.

18 MAXIMUS SECURITIES LIMITED (MSL) - SUBSIDIARY COMPANY

The Subsidiary Company has earned a net profit of Rs. 187.76 Lakhs
for the financial year ended 31st March, 2025. The Subsidiary Company
is exploring various options to improve its earnings in the current
financial year.

19 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGOING

The Company is not engaged in manufacturing activities therefore
there is no information to submit in respect of conservation of energy
and absorption of technology.

Foreign Exchange Earnings: Nil

Foreign Exchange Outgoings: Nil

20 CONTINGENCY PROVISIONS

The company has provided a Contingency Provision of Rs. 340.28
Lakhs up to 31^st March 2025. During the year the Company has
reversed Contingency provision of Rs. 465.07 Lakhs which are no
longer required.

21 DEPOSITORIES

Effective October 30, 2000, the Equity Shares of your Company
have been mandated by Securities and Exchange Board of India for
delivery only in dematerialized form for all investors.Your Company
has already entered into arrangements with National Securities
Depository Limited (NSDL) and Central Depository Services Limited
(CDSL) for custody and dematerialization of shares in accordance
with the Depositories Act, 1996.

22 E-VOTING

In terms of the requirements of Listing, the Company has engaged
Bigshare i-Vote E-Voting System for E-Voting Facility for its
Shareholders.

23 PARTICULARS OF EMPLOYEES

There are no employees who are covered under Section 134(3) of the
Companies Act, 2013 read with Companies (Particulars of Employees)
Rules 1975.

24 WEBSITE OF THE COMPANY

The Company maintains a website www.hvbridfinance.co.in where
detailed information of the Company is provided.

25 WHISTLE BLOWER MECHANISM

The Company has a Whistle Blower Policy in place for vigil mechanism.
The said policy has been implemented keeping in view of the
amendments in the Companies Act, 2013 and in compliance with the
Listing Agreement.

26 SEXUAL HARASSEMENT

Your Company and its Subsidiary have Zero Tolerance towards Sexual
Harassment and there were no complaints of any Sexual Harassment
during the year under review.

27 INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an adequate internal control system commensurate
with the size of the Company and the nature of its business. The
Internal Control System of the Company is monitored and evaluated
by Internal Auditor and his Audit Reports are periodically reviewed by
the Audit Committee of the Board of Directors. The observations and
comments of the Audit Committee are placed before the Board.

28 DIRECTOR’S RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with Indian
Accounting Standards (Ind AS) under the historical cost convention on
accrual basis except for certain financial instruments, which are
measured at fair values. The Company has adopted all the Ind AS
standards and the adoption was carried out in accordance with applicable
transition guidance.

As required under section 134(3)(c) of the Companies Act, 2013 the
Directors hereby confirm that:

i. in the preparation of the annual accounts for the financial year
ended March 31, 2025, the applicable accounting standards had
been followed along with proper explanation relating to material
departures;

ii. 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 the year;

iii. 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;

iv. the Directors have prepared the Annual Accounts on a going
concern basis.

v. 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.

29 CORPORATE GOVERNANCE

Pursuant to the Listing Regulations of Securities and Exchange Board
of India (Listing Obligations and Disclosures Requirements)
Regulations, 2015 Management Discussion and Analysis and
Corporate Governance Report are made a part of the Annual Report.

30 AUDIT REOPORTS

The Statutory Auditors have expressed their opinion or observations
in the Audit Report and Management of the Company offers their
response on the same:

Opinion / Observations of the Statutory Auditors	Response of the Management
Emphasis of Matter Emphasis of MatterWe draw attention to Note 2.18.10 of the standalone financial statements, which states that the Company has made provision towards gratuity on the basis of Gratuity Act instead of Ind AS 19 as prescribed by ICAI. “Employee Benefit”. Our opinion is not modified in respect of this matter	Disclosure Required under Ind AS- 19 of The Institute of Chartered Accounts of India with regard to Employee Benefit are not given as the Company has no employees as on 31st March 2025 other than Two Whole Time Directors and Chief Financial Officer (on deputation). However, during the year, the Company has provided Gratuity for the two Whole Time Directors as per the Gratuity Act,1972

31 SECRETARIAL AUDITOR

The Board of Directors have appointed Mr. Vijay S. Tiwari, a practising
Company Secretary, as Secretarial Auditor for the Financial Year
2024-2025. The Board also recommends the appointment of Mr.Vijay

S.Tiwari as the Secretarial Auditor for the financial years from 2025¬
2026 to 2029-2030 as recommended by the Audit Committee subject
to the approval of the shareholders.

32 AGM BY VIDEO CONFERENCE (VC) / OTHER AUDIO VISUAL
MEANS (OVAM)

In view of the advice given by SEBI and MCA vide their notification
the dispatch of printed copies of the Accounts and Annual Report is
not being done. Members have to send their email id to the Registrar
and update their records. Copies of Annual Accounts, Notice etc will
be available in the Exchange Portals and Company’s Website
www.hvbridfinance.co.in. Shareholders can access the same for
further details.

33 CORPORATE SOCIAL RESPOSIBILITY

The said provisions are not applicable to the Company.

34 REGISTRATION UNDER MSME

During the year 2022-2023 the Company has got Udyam Registration
Certificate dated 25^th May,2022 from Ministry of Micro, Small and
Medium Enterprises (MSME).

35 SCHEME OF ARRANGEMENT

During the year 2023-2024 the Company held an Extraordinary General
Meeting (EGM) on 15^th September, 2023 under the provisions of
Sections 233 of the Companies Act, 2013 read with Rule 25 of
Companies (Compromises, Arrangements and Amalgamations) Rules,
2016 for the proposed Scheme of Amalgamation of Maximus Securities
Limited (Transferor Company) with Hybrid Financial Services Limited
(Transferee Company). The majority members in the EGM approves
the scheme. However, The Regional Director, Ministry of Corporate
Affairs, Mumbai had rejected this proposal on account of delayed
submission of documents. Then the Company had decided to approach
National Company Law Tribunal (NCLT), Mumbai for the proposed
Scheme of Merger. The NCLT has passed first motion order dated 26^th
November 2024 dispensing with the requirements of Shareholders’
Meeting for merger and ordered on completion of other legal / statutory
formalities to complete the merger.

36 AUDITORS

The members have approved the appointment of M/S. Ramanand
Iyer & Co. Chartered Accountants, Mumbai as new Statutory Auditors
in the 37^th Annual General Meeting held on 30^th July 2024 for a term of
five years

37 ACKNOWLEDGEMENTS

Your Directors wish to thank and place on record their appreciation of
the valuable support given by Company’s Customers, Shareholders
and Bankers.

FOR AND ON BEHALF OF THE BOARD

K. CHANDRAMOULI

Whole Time Director and
Company Secretary

Place:Mumbai
Date: 25th July, 2025

---

Mar 31, 2024

The Directors present the Thirty Seventh Annual Report with the Audited Statement ofAccounts of the Company for the year ended 31^st March 2024.

1. FINANCIAL RESULTS

The Financial Results of the company for the year under review as compared to the previous year are summarized below for your consideration:

Particulars	Year Ended 31.03.2024 (Rs. in Lakhs)	Year Ended 31.03.2023 (Rs. in Lakhs)
Gross Income	209.13	153.37
Gross Profit before Depreciation, Exceptional Item and Income Tax	95.92	43.27
Depreciation	1.03	1.03
Exceptional Items	6.88	40.00
Provision for Tax	Nil	Nil
Net Profit After Tax	88.01	2.24
Other Comprehensive Income	2.40	0.73
Add: Amount brought forward from previous year	(1,126.34)	(1,169.31)
Provision for Contingencies	Nil	Nil
Provision for Contingencies Reversed	Nil	40.00
Balance carried forward	(1,035.93)	(1,126.34)

2. OPERATIONS

The Financial Year 2023-2024 has ended with the company earning a profit of Rs.88.01 Lakhs after Tax. The Company’s operations are still on very low scale due to the uncertainties of business environment and inadequate liquidity. The Company does not anticipate any significant revenue growth from operations in the coming years, till the resolution of many pending issues. The Company is focussing on developing the activities of its Broking Subsidiary, as the Stock Markets are showing optimistic outlook. The Company shall however focus on developing new activities commensurate with its capabilities. The company expects to concentrate on stock broking activities and with the likely merger of the subsidiary business with itself, the business is expected to grow in future.

3. OUTLOOK

The company is trying to undertake new Non - NBFC activities and these activities earned a net income of Rs. 0.42 Lakhs during the year. Other operations have yielded an income of Rs 131.25 Lakhs and Rs.24.00 Lakhs as Rent. Company’s business is confined to attending to past issues from its earlier operations and provide support to the subsidiary’s operations. The business outlook of the subsidiary is showing continued optimism.

4. LITIGATIONS

The Company’s appeal in SAT in respect of Payment of Reinstatement fees to BSE did not meet with success. Also, the appeal of Gujarat Government in sales tax in respect of payment of interest on refund was dismissed by The Supreme Court of India. There are no further developments in other matters.The Company has also received a notice of Execution Petition filed against it in Mehasana, Gujarat seeking a decreed value of Rs,20 lakhs. The Company is contesting the same. Further arrest and produce warrants were issued against the Directors of the company. The same is also being contested

5. DIVIDEND

[The Board of Directors have approved a Dividend of 1% on Preference Shares amounting to Rs.2.10 Lakhs as per the terms of the instrument subject to confirmation of members in the ensuing Annual General Meeting. However, no dividend is recommended on Equity Shares to conserve resources.

6. REDEMTION OF PREFERENCE SHARES

The Board of Directors have approved the redemption of preference shares to the extent of Rs.70 Lakhs out of the total amount of Rs. 210 Lakhs. The preference shares have become due and payable.

7. ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2024 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, can be accessed on the Company’s website under Financials FY 2023-24 Tab at www.hvbridfinance.co.in

8. BOARD MEETINGS

The details of the Board Meetings held during the Financial Year 2023-2024 have been furnished under clause I 2(d) of the Corporate Governance Report forming a part of this Annual Report.

9. OTHER COMMITTEE MEETINGS

The Company has constituted the following Committees sequel to the completion of their tenure by the existing Independent Directors and Induction of new Independent Directors.

a) Audit Committee:

The Audit Committee of the Company is Constituted in line with the provisions of section 177 of the Companies Act, 2013 read with Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015. The Company has reconstituted the Audit Committee with effect from 25^th September 2020. The members of the Reconstituted Audit Committee are as under as on 31^st March 2024:

Name of Member	Status	Nature of Directorship
Mr. Mahesh S. Makhijani	Chairman	Independent Director
Mr. Nilay S. Sharma	Member	Independent Director
Mr. Sameer S. Pimpale	Member	Independent Director
Mr. N. R. Divate	Member	Whole Time Director

Mr. K. Chandramouli is an Ex-officio Secretary of the Audit Committee.

b) Nomination and Remuneration Committee:

The Company has reconstituted Nomination and Remuneration Committee with effect from 25th September, 2020. Nomination and Remuneration Committee constituted in accordance with Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The members of the reconstituted Nomination and Remuneration committee are as under as on 31^st March 2024:

Name of Member	Status	Nature of Directorship
Mr.Nilay S. Sharma Mr. Sameer S. Pimpale Mrs. Megha J. Vazkar	Chairman Member Member	Independent Director Independent Director Women Director

c) Stakeholders Relationship Committee:

The Company has reconstituted Stakeholders Relationship Committee with effect from 25^th September 2020 and following are the members in the reconstituted committee as on 31^st March 2024:

Name of Member	Status	Nature of Directorship
Mr. Sameer S. Pimpale	Chairman	Independent Director
Mr. Nilay S. Sharma	Member	Independent Director
Mr. N. R.Divate	Member	Whole Time Director
Mr. K. Chandramouli	Member	Whole Time Director

d) Risk Management Committee:

The company has reconstituted the Risk Management Committee with effect from 25^th September 2020 and following are the members in the reconstituted committee as on 31^st March 2024:

Name of Member	Status	Nature of Directorship
Mr. Sameer S. Pimpale Mr. K. Chandramouli Mr. N. R. Divate	Chairman Chairman Member	Independent Director Whole Time Director Whole Time Director

10 The details regarding the meetings held during the Financial Year 2023-2024 are given in the Corporate Governance Report forming a part of this Annual Report.

11 DIRECORATE

The present tenure of Mr. K. Chandramouli as Wholetime Director and Company Secretary will end on 30^th September, 2024. The Nomination and Renumeration Committee has already recommended the reappointment of Mr. K.Chandramouli as Wholetime Director for a period of Three years commencing from 1^st October, 2024. Members are hereby requested to consider and approve his reappointment on the terms as per Special Resolution to be placed in the upcoming 37^th Annual General Meeting. Mr. K.Chandramouli is interested in the said resolution. The Board of Directors also recommend the same, based on the recommendation of Nomination and Remuneration Committee.

In addition to broadbase the Board, the company has proposed to induct with effect from 30^th July 2024 subject to the approval of members in the meeting, the following two Directors as Independent Directors who are well versed in their field of activity.

• Mr.Milind Srikrishna Rajadhyaskha

He is Chartered Accountant with all round experience of over 40 years in the field of Finance, Accounts and Treasury in the corporate world as Chief Financial Officer in a listed company.

• Mr. Nitin Kamalakar Tike

He has more than 37 years of experience in the Finance and Securities activities and retired as Senior General Manager in National Institute of Securities Market (NISM) a Capacity Building Institute, an agency of Securities and Exchange Board of India (SEBI). His rich experience in the securities market will be of great use to the company.

The Board strongly recommends the appointments of the Directors.

12 COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with the provisions of Secretarial Standard 1 (Board Meetings) and Secretarial Standards 2 (General Meetings) to the extent as applicable to the Company.

13 BOARD EVALUATION

The Board generally evaluate the overall performance and the evaluation are as under:

(a) As growth opportunities are getting stymied by environmental threats, the management needs to be in guard to prevent any unforeseen dangers.

(b) The need to preserve the integrity and ethics are more important than any other business demands.

(c) Long pending issues need to be addressed and resolved at the earliest so that the future path can be hormonised with greater focus.

14. PARTICULRS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The details of Related Parties and the Transaction with them are disclosed as required by Ind AS - 24 issued by The Institute of Chartered Accountants of India under Note No. 2.18.8 forming part of this Annual Report.

In the opinion of Board there were no “material” transactions that warrant a disclosure in this report. The amounts payable by the subsidiary to holding company is enhanced based on the volumn of operations and the work performed by the holding company.,

Accordingly, particulars of Contracts or Arrangements with related parties referred to in Section 188(1) in Form AOC-2 does not form a part of this report.

Further the members may note that the Company has not entered into Contracts/Arrangements/Transactions which are not at arm’s length basis.

15 PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

During the year under review, pursuant to the provisions of Section 186 Company has not granted any Loan or has made any Investment or given any guarantees and Security.

16 TRANSFER TO RESERVES

The Company has not made any transfer to the reserve other than transfer of surplus earned during the year.

17 LISTING OF SHARES

The Company has paid under protest all the outstanding dues claimed by BSE / NSE / NsDL / CDSL under protest as these were the stumbling block in the matter of trading in the shares of the Company. The Company has successfully pursued the matter of Revocation of Suspension in Trading of its shares and after making payment of all the outstanding dues as mentioned above the trading in shares of the Company recommenced in BSE and NSE with effect from 5^th December 2022.

18. MAXIMUS SECURITIES LIMITED (MSL) - SUBSIDIARY COMPANY

The Subsidiary Company has earned a net profit of Rs. 113.88 Lakhs for the financial year ended 31st March, 2024. The Subsidiary Company is exploring various options to improve its earnings in the current financial year.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOING

The Company is not engaged in manufacturing activities therefore there is no information to submit in respect of conservation of energy and absorption of technology.

Foreign Exchange Earnings: Nil Foreign Exchange Outgoings: Nil

20 CONTINGENCY PROVISIONS

The company has provided a Contingency Provision of Rs. 805.35 Lakhs up to 31^st March 2024.

21 DEPOSITORIES

Effective October 30, 2000, the Equity Shares of your Company have been mandated by Securities and Exchange Board of India for delivery only in dematerialized form for all investors.

Your Company has already entered into arrangements with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) for custody and dematerialization of shares in accordance with the Depositories Act, 1996.

22 E-VOTING

In terms of the requirements of Listing, the Company has engaged Bigshare i-Vote E-Voting System for E-Voting Facility for its Shareholders.

23 PARTICULARS OF EMPLOYEES

There are no employees who are covered under Section 134(3) of the Companies Act, 2013 read with Companies (Particulars of Employees) Rules 1975.

24 WEBSITE OF THE COMPANY

The Company maintains a website www.hvbridfinance.co.in where detailed information of the Company is provided.

25 WHISTLE BLOWER MECHANISM

The Company has a Whistle Blower Policy in place for vigil mechanism. The said policy has been implemented keeping in view of the amendments in the Companies Act, 2013 and in compliance with the Listing Agreement.

26. SEXUAL HARASSEMENT

Your Company and its Subsidiary have Zero Tolerance towards Sexual Harassment and there were no complaints of any Sexual Harassment during the year under review.

27. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an adequate internal control system commensurate with the size of the Company and the nature of its business. The Internal Control System of the Company is monitored and evaluated by Internal Auditor and his Audit Reports are periodically reviewed by the Audit Committee of the Board of Directors. The observations and comments of the Audit Committee are placed before the Board.

28. DIRECTOR’S RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values. The Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance.

As required under section 134(3)(c) of the Companies Act, 2013 the Directors hereby confirm that:

i. in the preparation of the annual accounts for the financial year ended March 31,2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. 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 the year;

iii. 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;

iv. the Directors have prepared the Annual Accounts on a going concern basis.

v. 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.

29. CORPORATE GOVERNANCE

Pursuant to the Listing Regulations of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 Management Discussion and Analysis and Corporate Governance Report are made a part of the Annual Report.

30. AUDIT REOPORTS

The Statutory Auditors have expressed their opinion or observations in the Audit Report and Management of the Company offers their response on the same:

31. SECRETARIAL AUDITOR

The Board of Directors have appointed Mr. Vijay S. Tiwari, a practising Company Secretary, as Secretarial Auditor for the Financial Year 2023-2024.

32 AGM BY VIDEO CONFERENCE (VC) / OTHER AUDIO VISUAL MEANS (OVAM)

In view of the advice given by SEBI and MCA vide their notification the dispatch of printed copies of the Accounts and Annual Report is not being done. Members have to send their email id to the Registrar and update their records. Copies of Annual Accounts, Notice etc will be available in the Exchange Portals and Company’s Website www.hvbridfinance.co.in. Shareholders can access the same for further details.

33. CORPORATE SOCIAL RESPOSIBILITY

The said provisions are not applicable to the Company.

34. REGISTRATION UNDER MSME

During the previous year the Company has got Udyam Registration Certificate dated 25^th May,2022 from Ministry of Micro, Small and Medium Enterprises (MSME).

35 SCHEME OF ARRANGEMENT

During the year the Company held an Extraordinary General Meeting (EGM) on 15^th September, 2023 under the provisions of Sections 233 of the Companies Act, 2013 read with Rule 25 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 for the proposed Scheme of Amalgamation of Maximus Securities Limited (Transferor Company) with Hybrid Financial Services Limited (Transferee Company). The majority members in the EGM approves the scheme. However, The Regional Director, Ministry of Corporate Affairs, Mumbai had rejected this proposal on account of delayed submission of documents. Now the Company has decided to approach National Company Law Tribunal (NCLT), Mumbai for the proposed Scheme of Merger. The Company recommends the same to be approved by the members as and when a meeting for the same is proposed by NCLT.

36 AUDITORS

The term of Company’s Statutory Auditors M/S. BDMV & Co, Chartered Accountants, Mumbai will come to an end at the ensuing Annual General Meeting. The Company has received a proposal to appoint M/S. Ramanand Iyer & Co. Chartered Accountants, Mumbai as new Statutory Auditors. They being eligible having given their consent to act as Auditors of the Company if appointed. Members are requested to consider their appointment as Statutory Auditors of the Company for a term of five years and fix their remuneration

37 ACKNOWLEDGEMENTS

Your Directors wish to thank and place on record their appreciation of the valuable support given by Company’s Customers, Shareholders and Bankers.

Opinion / Observations of the Statutory Auditors	Response of the Management
Emphasis of Matter We draw attention to Note 2.18.11 of the standalone financial statements, which states that the Company has made provision towards gratuity on the basis of Gratuity Act instead of Ind AS 19 as prescribed by ICAI. “Employee Benefit”. Our opinion is not modified in respect of this matter	Disclosure Required under Ind AS-19 of The Institute of Chartered Accounts of India with regard to Employee Benefit are not given as the Company has no employees as on 31st March 2024 other than Two Whole Time Directors and Chief Financial Officer (on deputation). However, during the year, the Company has provided Gratuity for the two Whole Time Directors as per the Gratuity Act,1972

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Mar 31, 2015

Dear Members,

Your Directors present the Twenty Eighth Annual Report with the Audited Statement of Accounts of the Company for the year ended 31st March 2015.

1. FINANCIAL RESULTS

The Financial results of the company for the year under review as compared to the previous year are summarized below for your consideration:

Particulars Year Ended Year Ended 31.03.2015 31.03.2014 (Rs. in Lacs) (Rs. in Lacs)

Gross Income 247.10 151.90

Gross Profit before Depreciation, 86.38 1.14

Exceptional Item and Income Tax

Depreciation 2.69 0.82

Exceptional Item 1.40 Nil

Provision for Tax Nil Nil

Net Profit After Tax 82.29 0.32

Add: Amount brought forward from (1071.24) (1071.56)

previous year

Proposed Dividend on Preference 12.09 Nil

Shares including Dividend Distribution

Transferred to Capital Redemption 35.82 Nil

Reserve Account for Redemption of Preference Shares

Balance carried forward (1036.86) (1071. 24)

2. OPERATIONS

The Financial Year 2014-2015 has ended with the company earning a profit of Rs. 82.29 Lacs after Tax mainly on account of Write Backs and Sales Tax Refunds The Company's operations are still muted due to the uncertainties of business environment. The Company does not anticipate any significant revenue growth from operations in the coming years.

3. OUTLOOK

The company is undertaking new Non - NBFC activities like Employee Back Ground Verification Mobilisation of Deposits etc. These operations have yielded a gross revenue of Rs.11.09 Lacs during the financial year ended 31st March 2015. Further these operations also involve heavy regulatory requirements and are not very remunerative. Other operations have yielded an income of Rs.60.00 Lacs and Rs.30.00 Lacs as Rent.

4. DIVIDEND

The Board of Directors have recommended a Dividend of 1% on Preference Shares including arrears for previous two years amounting to Rs.12.09 Lacs inclusive of Dividend Distribution Tax. However no dividend is recommended on Equity Shares to conserve resources. The Board of Directors have also approved Redemption of Preference Shares of Rs.35.82 Lacs. After redemption of these shares, the balance Preference Shares shall be redeemed in six yearly installment of Rs. 50 Lacs each subject to availability of Profits.

5. BOARD MEETINGS

The details of the Board Meetings held during the Financial Year 2014-2015 have been furnished under clause I 2(d) of the Corporate Governance Report forming a part of this Annual Report.

6. OTHER COMMITTEES

The Company has constituted the following Committees:

a. Audit Committee

b. Remuneration Committee

c. Share / Debenture Transfer - Cum-Investor's Grievances Committee

d. Risk Management Committee (Constituted on 22nd October 2014)

The details regarding composition of the above Committees and the meetings held during the Financial Year 2014-2015 are given in the Corporate Governance Report forming a part of this Annual Report.

7. PARTICULRS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The details of Related Parties and the Transaction with them are disclosed as required by Accounting Standard - 18 issued by The Institute of Chartered Accountants of India under Note No. 21 III) 10 forming part of this Annual Report.

Further the members may note that the Company has not entered into Contracts / Arrangements / Transactions which are not at arm's length basis

8. TRANSFER TO RESERVES

The Company has transferred an amount of Rs. 35.82 Lacs to Capital Redemption Reserve Account on account of redemption of 3,58,200 1% Redeemable Cumulative Preference Shares of Rs.10/- each

9. LISTING OF SHARES

The Company has made an application to BSE for removal of suspension and relisting of the shares under the new name on 30th August 2011. The matter is being pursued. Though the Company is filing its returns to NSE as a measure of abundant caution as it is not proposing to list its share in the said Exchange as members have already approved the shares to be de-listed from the said Exchange in the year 2003 itself and accordingly de-listed from the said year.

The Company's ISIN remains suspended as new ISIN subsequent to Name Change and Reduction of Capital is not yet allotted.

10. PENALTIES AND OTHER LITIGATIONS DURING THE YEAR

SAST Regulations

SEBI has levied a penalty of Rs. 8 Lacs arising out of violations of the provisions of Regulation 8(3) of SAST Regulations in the Previous Years. The appeal against this penalty with the Securities Appellate Tribunal not gone in favour of the Company and accordingly the said penalty has been paid by the Company during the year.

Provident Fund Matter

Provident Fund Department after conducting an enquiry Under Section 7A proceedings have made a demand of Rs. 21,06,154/- on the Company in the previous year based on a recalculation of dues on a Contractor for the period 2004-2011. The Company has appealed against the same and obtained a stay from Employee Provident Fund Appellate Tribunal.

Labour Commissioner Delhi

The Directors of the Company had also received a notice from the Labour Commissioner, Delhi, in the previous year, regarding the Non-Reinstatement of an employee dismissed in the year 1995-1996 and for non implementation of the award of 1999. The concerned employee never resumed his duties pursuant to the award in 1999 till 2005, when the Company had an office at New Delhi. The matter has been settled during the year by paying Rs.1,40,338/- to the concerned employee and the same is reflected as Exceptional Item in the Audited Statement of Profit and Loss.

Tax Matters

The Company's Income Tax Appeal in the Appellate Tribunal has been successfully concluded in favour of the Company during the year. The Contingent Liability accordingly stands eliminated.

Debentures

Based on the consent terms filed by the Company and Bank of India as Debenture Trustees, the Hon'ble Bombay High Court has disposed of the suit filed by the Debenture Trustees.

11. MAXIMUS SECURITIES LIMITED [FORMERLY KNOWN AS MAFATLAL SECURITIES LIMITED (MSL) - SUBSIDIARY COMPANY]

The Subsidiary Company has earned a net profit of Rs. 73.85 Lacs for the financial year ended 31st March, 2015. The Subsidiary Company is exploring various options to fare better in the current financial year. Statement pursuant to Section 212 of the Companies Act, 1956 in respect of Maximus Securities Limited are separately given in this report.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOING

The Company is not engaged in manufacturing activities therefore there is no information to submit in respect of conservation of energy and absorpti on of technology.

Foreign exchange earnings: Nil

Foreign exchange outgoings: Nil

13. DIRECTORATE

Pursuant to the provision of section 149, 152 and any other applicable provisions of the Companies Act, 2013 Mr.Jayesh Rmesh Talpade, Mr.Tanveer Abdul Karim Shaikh and Mrs.Megha Jatendra Vazkar (appointed as Woman Director with effect from 22nd October 2014) offer themselves and eligible for re-appointment for a period of three from the ensuing 28th Annual general Meeting till the conclusion of 31st Annual General Meeting.

14. DEPOSITORIES

Effective October 30, 2000, the equity shares of your Company have been mandated by Securities and Exchange Board of India for delivery only in dematerialized form for all investors.

Your Company has already entered into arrangements with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) for custody and dematerialization of shares in accordance with the Depositories Act, 1996.

15 E-VOTING

In terms of the requirements of Listing, the Company has concluded an Agreement with Central Depository Services (India) Limited (CDSL) for E-Voting Facility for its Shareholders.

16 PARTICULARS OF EMPLOYEES

There are no employees who are covered under Section 134(3) of the Companies Act, 2013 read with Companies (Particulars of Employees) Rules 1975.

17 WEBSITE OF THE COMPANY

The Company maintains a website www.hybridfinance.co.in where detailed information of the Company are provided.

18 WHISTLE BLOWER MECHANISM

The Company has a Whistle Blower Policy in place for vigil mechanism. The said policy has been implemented keeping in view of the amendments in the Companies Act, 2013 and Clause 49 of the Listing Agreement.

19 INTERNAL CONTROL SYSTEM

The Company has an adequate internal control system commensurate with the size of the Company and the nature of its business. The Internal Control System of the Company are monitored and evaluated by Internal Auditor and his Audit Reports are periodically reviewed by the Audit Committee of the Board of Directors. The observations and comments of the Audit Committee are placed before the Board.

20 DIRECTOR'S RESPONSIBILITY STATEMENT

As required under section 134(5) of the Companies Act, 2013 the Directors hereby confirm that:

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

ii. 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 the year;

iii. 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;

iv. that the Directors have prepared the Annual Accounts on a going concern basis.

21 CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion Analysis, and Corporate Governance Report are made a part of the Annual Report

22 AUDITORS

The Company's Auditors M/s. Ramanand Aiyar & Company, Chartered Accountants retire at the ensuing Annual General Meeting. They being eligible have given their consent to act as Auditors of the Company if reappointed. Members are requested to consider their reappointment as Auditors of the Company for the next four years from the ensuing 28th Annual General Meeting till the conclusion of 32nd Annual General Meeting and fix their remuneration.

23 SECRETARIAL AUDITOR

The Board of Directors have appointed Mr. Vijay S.Tiwari, a practising Company Secretary, as Secretarial Auditor for the Financial Years 2014-2015 and 2015-2016

24 ACKNOWLEDGEMENTS

Your Directors wish to thank and place on record their appreciation of the valuable support given by Company's Customers, Shareholders and Bankers.

FOR AND ON BEHALF OF THE BOARD

K.CHANDRAMOULI Wholetime Director

Place: Mumbai Date : 19th May 2015

---

Mar 31, 2013

To,The Members

Hybrid Financial Services Limited (Formerly known as Mafatlal Finance Company Limited)

The Directors present the Twenty Sixth Annual Report with the Audited Statement of Accounts of the Company for the year ended 31st March 2013.

1. FINANCIAL RESULTS

The Financial results of the company for the year under review as compared to the previous year are summarized below for your consideration:

Particulars Year Ended Year Ended 31.03.2013 31.03.2012 (Rs. in lacs) (Rs. in lacs)

Gross Income 158.86 248.60

Gross (Loss) / Profit before depreciation and Income tax (46.80) 40.89

Depreciation 1.17 1.17

Provision for Tax Nil Nil

Net (Loss)/Profit After Tax (47.97) 39.72

Proposed Dividend on Preference Share including Dividend Distribution Tax 4.72

Add: Amount brought forward from previous year (1023.59) (9271.11)

A4& Capital Reduction 8212.52

Balance carried forward (1071.56) (1023.59)

2. OPERATIONS

The Financial Year 2012-2013 has ended with the company incurring a loss of Rs. 47.97 lacs.. The Company''s operations are still muted due to the uncertainties of business environment and the outcome of the Tax Litigations. The Company does not anticipate any significant revenue growth from operations in the coming years till the tax issues are resolved.

3. OUTLOOK

The company is exploring the possibilities of undertaking new Non - NBFC activities and accordingly entered into agreements with Bharti Airtel Limited to solicit new business clientele for them. These operations have yielded a gross revenue of Rs.38.33 lacs during the financial year ended 31st March 2013. Further these operations also involves heavy regulatory requirements and are not very remunerative.

4. DIVIDEND

No dividend has been recommended by the Board on Equity Shares and Redeemable Preference Shares in view of the accumulated losses.

5. PREFERENTIAL ALLOTMENT TO PROMOTERS

During the year, the Company has made Preferential Allotment to Promoters of 14,00,000 Equity Shares of Rs.5/- each by conversion of 7,00,000 Preference Shares of Rs.10/- each as approved in the 25th Annual General Meeting held on 13th July 2012. The Promoters holding has accordingly increased from 61.93% to 63.74%

6. PUBLIC FIXED DEPOSITS / DEBENTURES

During the year the Company has transferred Rs.7,85,940/- (which were outstanding for more than seven years after the date of maturity) consisting of Unclaimed Public Deposits of Rs.6,38,750/- (Net of Loan of Rs.17,250/-) along with Interest of Rs. 1,47,190/- to the Investor Education and Protection Fund (IEPF) as per the requirements of Section 205C of The Companies Act, 1956. The Company has also transferred an amount of Rs.6,02,411/- towards Unclaimed Debentures (which were outstanding for more than seven years after the date of maturity) to the said fund during the year.

7. LISTING OF SHARES

The Company has made an application to BSE for removal of suspension and relisting of the shares under the new name on 30th August 2011. The matter is being pursued. Though the Company is filing its returns to NSE as a measure of abundant caution it is not proposing to list its share in the said Exchange as members have already approved the shares to be de- listed from the said Exchange in the year 2003 itself.

8. MAXIMUS SECURITIES LIMITED [(Formerly known as MAFATLAL SECURITIES LIMITED (MSI) - SUBSIDIARY COMPANY)]

The Subsidiary Company has earned a net profit of Rs. 24.69 lacs for the financial year ended 31st March, 2013. The Subsidiary Company is exploring various options to fare better in the current financial year. Statement pursuant to Section 212 of the Companies Act, 1956 in respect of Maximus Securities Limited are separately given in this Report.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOING

The Company is not engaged in manufacturing activities therefore there is no information to submit in respect of conservation of energy and absorption of technology. Foreign exchange earnings: Nil Foreign exchange outgoings: Nil

10. DIRECTORATE

Mr.Tanveer Shaikh is retiring at the ensuing Twenty Sixth Annual General Meeting and eligible, offers himself for re-appointment. The period of appointment of Mr.K.Chandramouli, Wholetime Director and Company Secretary is expiring on 30th September 2013. His re-appointment is recommended by the Remuneration Committee for a further period of Five Years from 1st October 2013 till 30th September2018 on the terms as per the resolution.

11. DEPOSITORIES

Effective October 30,2000, the equity shares of your Company have been mandated by Securities and Exchange Board of India for delivery only in dematerialized form for all investors.

Your Company has already entered into arrangements with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) for custody and dematerialization of shares in accordance with the Depositories Act, 1996.

12. PARTICULARS OF EMPLOYEES

There are no employees who are covered under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

13. DIRECTOR''S RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956, the

Directors hereby confirm that:

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

ii. 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 loss of the Company for the year;

iii. 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;

iv. that the Directors have prepared the Annual Accounts on a going concern basis.

14. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion Analysis, and Corporate Governance Report are made a part of the annual report.

15. AUDITORS

The Company''s Auditors M/s. Ramanand Aiyar & Company, Chartered Accountants retire at the ensuing Annual General Meeting. They being eligible have given their consent to act as Auditors of the Company if reappointed. Members are requested to consider their reappointment as Auditors of the Company for the current year and fix their remuneration.

16. ACKNOWLEDGEMENTS

Your Directors wish to thank and place on record their appreciation of the valuable support given by Company''s Customers, Shareholders and Bankers.

FOR AND ON BEHALF OF THE BOARD

Place: Mumbai K.CHANDRAMOULI

Date: 14th May 2013 Wholetime Director

---

Mar 31, 2011

(Formerly known as Mafatlal Finance Company Limited} Your Directors present the Twenty Fourth Annual Report with the Audited Statement of Accounts of the Company for the year ended 31st March 2011.

1. FINANCIAL RESULTS

The Financial results of the company for the year under review as compared to the previous year are summarized below for your consideration:

Year ended Year ended 31.03.2011 31.03.2010

(Rs.inlacs) (Rs.inlacs)

Gross Income 397.56 486.21

Gross Profit before depreciation

andlncometax 123.78 215.68

Depreciation 0.86 0.39

Provision for Tax

Net Profit After Tax 122.92 215.29

Proposed Dividend on Preference

Share including arrears for Previous Year 8.98

Capital Redemption Reserve Account for

Redemption of 4325001% Redeemable

Cumulative Preference Shares

of Rs. 10/-each 43.25

Add: Amount brought forward from

previousyear (9341.80) (9558.09)

Adjustment made as per Scheme

ofCompromise - 1.00

Balance carried forward (9271.11) (9341.80)

2. OPERATIONS

The Financial Year 2010-2011 has ended with the company making a profit of Rs. 122.92 lacs. Based on the scheme of compromise, the company has made all the payments to the secured creditors prior to 31sl March 2010. New Business Initiatives are yet to provide any significant revenues. The Company is exploring various other options.

3. OUTLOOK

The company is exploring the possibilities of undertaking new Non - NBFC activities and accordingly entered into agreements with Aviva Insurance Company Limited and Bharti Airtel Limited to solicit new business clientele for them. These operations have yielded a gross revenue of Rs.37.37 lacs during the financial year ended 31st March 2011.

4. DIVIDEND

No Dividend has been recommended by the Board on Equity Shares in view of the accumulated losses. However the Board has recommended Dividend on 1% Redeemable Cumulative Preference Shares for this Financial Year and as well of arrears of Dividend for Previous Year. The Board has also decided to redeem the Non Promoters Preference Shares aggregating to Rs.43.25 lacs

5. PUBLIC FIXED DEPOSITS

The company currently has 68 unclaimed depositors for a value of Rs.6,56,000/- against which the company has escrowed a fixed deposit for a value of Rs.10,29,671/-

6. LISTING OF SHARES

The company is making efforts to get the suspension removed so as to enable the shares to be traded in Bombay Stock Exchange Limited (BSE) or any another exchange of all India Operations and pursue the voluntary delisting in other stock exchanges as. already approved by members in the year 2004 and in the year 2009- The Company has paid all the Listing Fees to BSE.

7. REDUCTION OF CAPITAL

The Honble Bombay High Court vide their order dated 8" April 2011 has confirmed the reduction of Capital of the Company by cancellation of 1,18,45,425 Equity Shares and the reduction of the paid up and

face value per Equity Share from Rs.10/- to Rs.5/-. The Revised Authorised Capital of the Company will be 7,00,00,000 Equity Shares of Rs. 5/- each and Paid up Capita! of the Company would be 2,30,36,275 shares of Rs.5 each aggregating to Rs. 14,01,81,375/- The Share Premium Account would be Nil. This process would be completed after the receipt of Registration of the Court Order from The Registrar of Companies, Mumbai.

3. MAXIMUS SECURITIES LIMITED (Formerly known as MAFATLAL SECURITIES LIMITED (MSL) - SUBSIDIARY COMPANY) The Subsidiary Company has posted a net profit of Rs. 59.10 lacs for the financial year ended 31st March, 2011. The Subsidiary Company is exploring various options to fare better in the current financial year. Statement pursuant to Section 212 of the Companies Act,. 1956 in respect of Maximus Securities Limited are separately given in this Report.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOING

The Company is not engaged tn manufacturing activities therefore there is no information to submit in respect of conservation of energy and absorption of technology.

Foreign exchange earnings : Nil

Foreign exchange outgoings Nil

30. DIRECTORATE

Mr.Tanveer Shaikh is retiring at the ensuing Twenty Fourth Annual General Meeting and eligible, offers himself for re-appointment. Mr.L.Jayaraman has been nominated to the Board by Bank of India, Trustees of Debenture Holders in place of Mr.yijay.V.Agnihotri. However Mr.LJayaraman has been inducted to the Board only with effect from 24th May 2011 after obtaining Director Identification Number (DIN). The present tenure of Mr.N.R.Div3te as Wholetime Director will end on 31If July 2011. The Remuneration Committee has already recommended the reappointment of Mr.N.R.Divate as Wholetime Director for a period of Five Years commencing from 1st August 2011. So Members are hereby requested to consider and approve his reappointment on the terms as per the resolution placed in the Annual General Meeting.

11. DEPOSITORIES

Effective October 30, 2000, the equity shares of your Company have been, mandated by Securities and Exchange Board of India for delivery only in demateriaiized form for all investors. Your Company has already entered into arrangements with National Securities Depository Limited (NSDLJ and Central Depository Services Limited (CDSL) for custody and dematerialization of shares in accordance with the Depositories Act, 1996.

12. PARTICULARS OF EMPLOYEES

There are no employees who are covered under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

13. DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956, the

Directors hereby confirm that: i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; .

ii. 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 the year; iii. 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;

iv. that the Directors have prepared the Annual Accounts on a going concern basis.

14. CORPORATE GOVERNANCE

Pursuant to Clause 49 cf the Listing Agreement with the Stock Exchanges, Management Discussion Analysis, and Corporate Governance Report are made a part of the annual report.

15. AUDITORS

The Companys Auditors M/$. Ramanand Aiyar & Company. Chartered Accountants retire at the ensuing Annual General Meeting. They being eligible have given their consent to act as Auditors of the Company if reappointed. Members are requested to consider their reappointment as Auditors of the Company for the current year and fix their remuneration.

16. ACKNOWLEDGEMENTS

Your Directors wish to thank and place on record their appreciation of the valuable support given by Companys Customers, Shareholders, Bankers, Deposit Holders, Financial Institutions, Mutual Funds and Debenture Holders.

The Directors would also like to thank the employees for their contribution to the Company.

FOR AND ON BEHALF OF THE BOARD

Place : Navi Mumbai K..CHANDRAMOULI

Date : 24,th May 2011 Wholetime Director

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Mar 31, 2010

Hybrid Financial Services Limited (Formerly known as Mafatlal Finance Company Limited) Your Directors present the Twenty Third Annual Report with the Audited Statement of Accounts of the Company for the year ended 31st March 2010.

1. FINANCIAL RESULTS

The Financial results of the company for the year under review as compared to the previous year are summarized below for your consideration:

Year ended Year ended 31.03.2010 31.03.2009 (Rs. in lacs) (Rs. in lacs)

Gross Income 486.21 511.96

Gross Profit before depreciation

and Income tax 215.68 349.33

Depreciation 0.39 0.31

Provision for Tax - 1.72

Net Profit After Tax 215.29 347.30

Add: Amount brought forward from

previous year (9558.09) (11306.49)

Adjustment made as per Scheme

of Compromise 1.00 1401.10

Balance carried forward (9341.80) (9558.09)



2. OPERATIONS

The financial year 2009-2010 has ended with the company making a profit of Rs. 215.29 lacs. Based on the scheme of compromise, the company has made all the payments to the secured creditors before 31st March 2010. The name of the Company is changed from Mafatlal Finance Company Limited to Hybrid Financial Services Limited in the Previous Financial Year.

3. DIVIDEND

No Dividend has been recommended by the Board in view of the accumulated losses.

4. LITIGATIONS AGAINST THE COMPANY

The penalties imposed by the Enforcement Directorate has been remanded back to the Enforcement Directorate for fresh adjudication and the disputed income tax claims and the cases filed in the Consumer Forum are being appropriately contested.

5. REJECTION OF COMPANY’S APPLICATION AS AN NBFC

As the companys application for registration has been rejected, the company has passed the resolution through postal ballot for change which has been passed by appropriate majority.The company has accordingly ceased to be a Non Banking Finance Company.

6. PUBLIC FIXED DEPOSITS

The company currently has 75 unclaimed depositors for a value of Rs.7,11,000/- against which the company has escrowed a fixed deposit for a value of Rs.10,35,700/-

7. LISTING OF SHARES

The company is making efforts to get the suspension removed so as to enable the shares to be traded in Bombay Stock Exchange Limited (BSE) or any another exchange of all India Operations and pursue by members in the year 2004 and also in the year 2009. The Company has paid all the Listing Fees to BSE.

8. REDUCTION OF CAPITAL

The Company is proposing to reduce its Paid up Capital subject to approval by Members and Court, by reducing the paid up value of shares by Rs. 5 and by cancelling the allotment of shares to ICICI Banking Corporation Limited. Besides it is also proposed to cancel 25% of the number of issued and paid up shares after the above. (Special Resolution Proposed). The paid up capital is accordingly proposed to be reduced from Rs. 44,37,24,000/- to Rs. 14,01,81,375/- (Special Resolution Proposed). Shareholders are requested to support the above reduction so that the Company is in apposition to reduce the accumulated losses significantly.

9. MAXIMUS SECURITIES LIMITED (Formerly known as MAFATLAL SECURITIES LIMITED (MSL) – SUBSIDIARY COMPANY)

The name of the subsidiary company has now been changed to Maximus Securities Limited. The Company has posted a net profit of Rs. 59.43 lacs for the financial year ended 31st March, 2010. The Subsidiary Company is exploring various options to fare better in the current financial year. Statement pursuant to Section 212 of the Companies Act, 1956 in respect of Maximus Securities Limited are separately given in this Report. The financial statements and the audited accounts of the subsidiary are annexed to this report.

10. OUTLOOK

The company is exploring the possibilities of undertaking new Non - NBFC activities and accordingly entered into agreements with Aviva Insurance Company Limited and Bharti Airtel Limited to solicit new business clientele for them. These operations have yielded a gross revenue of Rs.46.01 lacs during the financial year end 31st March 2010.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOING

The Company is not engaged in manufacturing activities therefore there is no information to submit in respect of conservation of energy and absorption of technology.

Foreign exchange earnings : Nil

Foreign exchange outgoings : Nil

12. DIRECTORATE

Mr. Jayesh R.Talpade is retiring at the ensuing Twenty Third Annual General Meeting and eligible, offers himself for re-appointment. Mr. Vijay V. Agnihotri has been inducted to the board with effect from 21.01.2010. Bank of India, Trustees of Debenture Holders have informed by their letter dated 12.12.2009 that Mr. Vijay V. Agnihotri has been appointed as Director in place of Mr. A.K.Mahajan.

13. DEPOSITORIES

Effective from October 30, 2000, the equity shares of your Company have been mandated by Securities and Exchange Board of India for delivery only in dematerialized form for all investors. Your Company has already entered into arrangements with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) for custody and dematerialization of shares in accordance with the Depositories Act, 1996.

DIRECTORS REPORT

14. PARTICULARS OF EMPLOYEES

Information pursuant to Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 form part of this report. However as per the provisions of Section 219 (1) (a) (iv) of the Companies Act, 1956 the Reports and Accounts are being sent to Share Holders excluding the statement of particulars of employees under Section 217 (2A) of the Companies Act, 1956. Any Share Holder interested in obtaining the statement may write to the Company at the Registered Office address for obtaining the same.

15. DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

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

ii. 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 the year;

iii. 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;

iv. that the Directors have prepared the Annual Accounts on a going concern basis.

16. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, management discussion analysis, and corporate governance report are made a part of the annual report.

17. AUDITORS

The Companys Auditors M/s. Ramanand Aiyar & Company. Chartered Accountants retire at the ensuing Annual General Meeting. They being eligible have given their consent to act as Auditors of the Company if reappointed. Members are requested to consider their reappointment as Auditors of the Company for the current year and fix their remuneration.

18. ACKNOWLEDGEMENTS

Your Directors wish to thank and place on record their appreciation of the valuable support given by Company’s Customers, Shareholders, Bankers, Deposit Holders, Financial Institutions, Mutual Funds and Debenture Holders.The Directors would also like to thank the employees for their contribution to the Company.



Place : Navi Mumbai

Date : 19th May 2010 FOR AND ON BEHALF OF THE BOARD

K.CHANDRAMOULI

Wholetime Director