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To, The Members,

The Directors have pleasure in presenting the 41^st Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2023. The Company is registered with the Reserve Bank of India ("RBI") as a Systemically Important Non-Banking Financial Company ("NBFC") not taking public deposits (NBFC-ND-SI).

During the year under review, Company made a profitof Rs. 240.20/- Crores as compared to a profit of Rs. 668.74/

Crores. The Management is very positive and looking forward for better performance in future. The Company remains confident of a sound growth trajectory in FY 2024.

Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.

During the year under review the Company has acquired

Reliance Commercial Finance Limited ("RCFL") as certain

Lenders of the Company (Banks and other Financial

Institutions) have entered into an Inter-Creditor Agreement (ICA) for arriving at the debt resolution plan in accordance with the circular dated June 7, 2019 issued by the Reserve Bank of India on Prudential Framework for Resolution of

Stressed Assets. Lenders have selected Authum Investment and Infrastructure Limited as the successful Bidder to acquire the Company and / or all its assets through a competitive bidding process after several rounds of negotiations between the bidders and the Lenders. Hon'ble Supreme Court of India by the order dated August 30, 2022 has approved the Resolution Plan and Company along with its Lenders and successful Resolution Applicant has executed the Resolution

Plan.

Pursuant to the above, Reliance Commercial Finance Limited is a Wholly Owned Subsidiary of Authum w.e.f. October 14, 2022.

Further, the Company through its wholly owned subsidiary viz. RCFL has acquired Business Undertaking of Reliance Home Finance Limited (‘RHFL') on a slump sale and going concern basis pursuant to the approved Resolution Plan of RHFL being conducted by the Financial Creditors of RHFL in terms of RBI Circular No. RBI/2018-19/ 203, DBR.No.BP. BC.45/21.04.048/2018-19 dated June 7, 2019 on Prudential

Framework for Resolution of Stressed Assets and the order of Hon'ble Supreme Court of India dated March 3, 2023.

The Board of Directors has decided not to recommend any dividend for the year ended March 31, 2023.

Under section 45-IC(1) of Reserve Bank of India ('RBI') Act, 1934, non-banking financial companies to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend, if any. Accordingly, the Company has transferred a sum of Rs. 48.04/- Crores to its reserve fund. The closing balance of the reserves and surplus of the Company for F.Y. 2022-23, after all appropriation and adjustments was Rs. 2974.03/- Crores.

During the Financial year, there has been no change in the issued, subscribed and paid-up capital of the Company. The Company has also not carried out any buy back of its equity shares during the year under review.

Further, the Company has not issued any equity capital during the year under review and has also not issued any shares with differential voting rights, nor granted any stock options or sweat equity, at any time during the year under review.

As on March 31, 2023, the total outstanding Non-Convertible Redeemable Preference Shares (RPS) issued and allotted on private placement basis stands at Rs. 202.00 Crores divided into 4,04,00,000 Preference Shares of Face Value Rs. 10/-each.

The Company did not hold any public deposits at the beginning of the year nor has it accepted any Public Deposits during the year under review.

The Consolidated Financial Statements of the Company form part of the Annual Report. The annual accounts of the subsidiary company and related detailed information are available on the website of the Company and the same may be obtained by writing to the Company Secretary at the registered e-mail ID of the Company i.e. info@authum.com. During the year under review, Authum has acquired new subsidiary i.e. M/s. Reliance Commercial Finance Limited lfinancia results("RCFL"). reflectThe the consolidated operations of RCFL too.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations''). The Policy, as approved by the Board, is uploaded on the Company's website: https://www. authum.

During the year under review the Company has acquired

Reliance Commercial Finance Limited ("RCFL") as certain

Lenders of the Company (Banks and other Financial

Institutions) have entered into an Inter-Creditor Agreement (ICA) for arriving at the debt resolution plan in accordance with the circular dated June 7, 2019 issued by the Reserve Bank of India on Prudential Framework for Resolution of

Stressed Assets. Lenders have selected Authum Investment and Infrastructure Limited as the successful Bidder to acquire the Company and / or all its assets through a competitive bidding process after several rounds of negotiations between the bidders and the Lenders. Hon'ble Supreme Court of India by the order dated August 30, 2022 has approved the Resolution Plan and Company along with its

Lenders and successful Resolution Applicant has executed the Resolution Plan.

Pursuant to the above, Reliance Commercial Finance Limited is a Wholly Owned Subsidiary of Authum Investment &

Infrastructure Limited.

RCFL is registered as an NBFC with the Reserve Bank of

India. In terms of Regulation 16 (1) (c) of the SEBI Listing Regulations, RCFL is a wholly owned subsidiary.

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans in ordinary course of its business, is exempt from complying with the provisions of section 186 of the Act with respect to loans, guarantees and investments. Accordingly, the Company is exempted from complying with the requirements to disclose in the financial statement the full particulars of the loans given, investment made or guarantee given or security provided.

A copy of the Annual Return as provided under section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the Company's website and can be accessed at www.authum.com.

In line with the requirements of the Companies Act 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations'), Master Direction - Non-Banking Financial

Company - Systemically Important Non-Deposit taking

Company and Deposit taking Company (Reserve Bank) Directions, 2016, your Company has formulated a Policy on Related Party Transactions which is available on Company's website at www.authum.com. This Policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for giving the omnibus approval by the Audit Committee within the overall framework of the Policy on Related Party

Transactions.

Pursuant to Regulation 23 of the Listing Regulations, all related party transactions were placed before the Audit Committee on a quarterly basis for their review and approval. Further, the Policy on materiality of Related Party Transactions is available on the website of the Company at www.authum. com.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2, is appended as Annexure I to the Board's report.

Pursuant to the provisions of regulation 43A of the Listing Regulations, the Company had formulated a dividend distribution policy, which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and/or retaining profit earned. The policy is annexed to this report as Annexure II and is also available on the website of the Company at https://www.authum.com/financial-info.html.

During the year under review, 7 (Seven) Board Meetings were held. The details of the composition of the Board and its Committees and of the Meetings held and attendance of the

Directors at such Meetings, are provided in the Corporate Governance Report. There have not been any instances during the year when recommendations of the Audit

Committee were not accepted by the Board.

Currently the Board has Nine Committees viz. Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Investment Committee, Risk Management Committee, Corporate Governance Committee,

Securities Allotment and Redemption Committee and Asset

Liability Committee. A detailed note on the composition of the Board and its Committees and other related particulars are provided in the Corporate Governance Report forming part of this Annual Report.

During the year under review and by way of approval of the shareholders of the Company in the 40th AGM, the

Board has approved the appointment of Mr. Haridas Bhat

(DIN 09691308) and Mr. Rahul Bagaria (DIN: 06611268) as the Independent Directors of the Company w.e.f. August 1, 2022 for the term of 5 years upto July 31, 2027, under the provisions of Section 161 of the Act. Further, Mr. Deepak Dhingra was appointed as Chief Financial Officer of the Company w.e.f. March 10, 2023.

Further during the year under reveiw, Mr. Sanjiv Swarup, due to his increased work commitments, has resigned as an Independent Director of the Company w.e.f. August 1, 2022. Also, Mr. Amit Dangi has resigned from the position of Chief ant news developments and highlights Financial Officer Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2023 are Mr. Amit Dangi - Whole Time Director, Mr. Deepak Dhingra - Chief Financial Officer and Mr. Hitesh Vora - Company

Secretary.

All the directors of the Company have confirmed that they from being appointed as directors in are notdisqualified terms of section 164 & 165 of the Companies Act, 2013.

All the Directors meet the fit and proper criteria stipulated by

RBI. All the Directors and Senior Management of the Company have affirmed compliance with the Code of Conduct of

Company.

The independent directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under section 149(6) of the Act read with regulation 16 of the Listing Regulations, as amended. The independent directors have also confirmedcompliance with the provisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

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

Regulations.

The Independent Directors of the Company met on February 13, 2023 in terms of Section 149(8) and Schedule IV of Companies Act, 2013 and regulation 25(3) & (4) of Listing Regulations, without the attendance of Non-Independent Directors and members of management. They met to discuss the inter-alia amongst other items the following mandatory items viz., (a) to review the performance of non-independent directors and the Board as a whole; (b) to review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors; (c) to assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

In terms of Regulation 25(7) of the Listing Regulations and the Companies Act, 2013, the Company is required to conduct the Familiarization Programme for Independent Directors (IDs) to familiarize them about their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various initiatives. Directors are made awareofthe from various regulatory authorities viz. Reserve Bank of India of the Company w.e.f. March 10, 2023. (RBI), Securities and Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA), etc.

The Directors are regularly apprised about their roles, rights and responsibilities in the Company from time to time as per the requirements of the Listing Regulations, with the Stock Exchanges and Companies Act, 2013 read together with the

Rules and Schedules thereunder. The policy and details of familiarization programme imparted to the Independent Directors of the Company is available at www.authum.com.

Pursuant to the provisions of Section 134(3), 149(8) and Schedule IV of the Companies Act, 2013 read with SEBI Listing Regulations, Annual Performance Evaluation of the Board, the Directors as well as Committees of the Board has been carried out. The performance evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board, details of which are provided in the Corporate Governance Report. The properly defined and systematically structured questionnaire was prepared after having considered various aspects and benchmarks of the Board's functioning, composition of the Board and its Committees, performance of specificduties, obligations and governance.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were during the financial year 2022-23. Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: 1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

Company at the end of the profit of the Company for the year under review; 3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Annual Accounts for the year ended March 31, 2023, has been prepared on a going concern basis.

5. They have laid down internal followed by the Company and that such internal controls are adequate and are operating effectively;

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

The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and investments are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

The Internal Auditor reviews the efficiencyand effectiveness of these systems and procedures. The Internal Auditor submits his Report which is placed before the Audit

Committee.

A combination of these systems enables your Company to maintain a robust design of controls and its operating effectiveness is ensured through periodical internal checks and audit.

The Company recognizes the responsibilities towards society and strongly intends to contribute towards development of knowledge based economy.

In accordance with the requirements of the provisions of Section 135 of the Act, the Company has constituted a Corporate Social Responsibility ("CSR") Committee. The adequate and effective composition and terms of reference of the CSR Committee is provided in the Corporate Governance Report forming part of this Annual Report.

The Company has also formulated a CSR Policy which is available on the website of the Company at https://www. authum.com/financial-info.html. Further, the detailed CSR initiatives undertaken by the Company are available at https://www.authum.com/financial-info.html.

The CSR obligation of the Company for Financial Year 2022-23 is Rs. 6,45,23,772/-. As on March 31, 2023, total amount spent on CSR activities by Company is Rs. 3,89,00,000/-. As per section 135 of the Act read with Companies (Corporate Social Responsibility) Rules, 2014, as amended, the Company is required to transfer any unspent amount, year and of the pursuant to any ongoing project undertaken by the Company in pursuance of its Corporate Social Responsibility Policy, within a period of thirty days from the end of the financial year to a special account opened by the Company in that behalf for that financial year in any scheduled bank called Unspent Corporate Social Responsibility Account. The Company has opened necessary bank account and transferred the unspent amount, further the Company has already identified few projects for CSR and the said unspent amount is being used for the CSR activities pursuant to the controls to be financial provisions of the Act.

The Annual Report on the CSR activities undertaken by your Company during the year under review, as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is set out in Annexure III of this Report.

In accordance with the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report.

The disclosures as specifiedunder Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are appended to this Report as Annexure IV. The information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided as none of the employees are covered under the same.

M/s. H. R. Agarwal & Associates, Chartered Accountants (Firm Reg. No. 323029E) were appointed as Statutory Auditors of the Company from the conclusion of the 39^th Annual General Meeting until the conclusion of the 44^th Annual General Meeting to be held in the year 2026. However, as per the RBI Guidelines and Circular dated April 27, 2021 and as per the provisions of Section 139 of the Act, the tenure of the appointment of Statutory Auditors in NBFCs should be three years. Therefore, there tenure has been ratifiedand their appointment is till the conclusion of 42^nd Annual General Meeting to be held in the year 2024. Further they have confirmed that they are not disqualified from continuing as Auditors of the Company. The Audit Report of M/s. H. R.

Agarwal & Associates, Chartered Accountants (Firm Reg. No. 323029E) on the Financial Statements of the Company for the Financial Year 2022-23 is a part of the Annual Report. There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. H. R. Agarwal & Associates, Chartered Accountants, Statutory Auditors, in their report on theCompany'sfinancial statements for the year ended on March 31, 2023.

During the year under review, the Statutory Auditor and

Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

Pursuant to the provisions of section 204 of the Act and the

Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, the Board has appointed Mr. Mayank Arora, partner of M/s. Mayank Arora & Co., Practicing Company Secretary (FCS No. 10378, CP No. 13609), to undertake secretarial audit of the Company.

A report from the secretarial auditor in the prescribed Form MR-3 is annexed to this Report as Annexure V. In addition to the above, the company has obtained Secretarial Compliance Report for the financial year ended March 31, 2023 from M/s. Mayank Arora & Co., Practicing

Company Secretary in compliance with the Regulation

24A of the Listing Regulations and the SEBI circular CIR/ CFD/CMD1/27/2019 dated February 8, 2019 and has been submitted with stock exchanges.

Your Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and accordingly such accounts and records have not been maintained by the

Company.

The Company has complied with the requirements prescribed under the Secretarial Standards on meetings of the Board of

Directors (SS 1) and General Meetings (SS 2) read with the MCA circulars granting exemptions in view of the COVID-19 pandemic.

The Board appointed M/s. L.K. Bohania & Co., Chartered Accountant, as Internal Auditors to conduct Internal Audit for the FY 2022-23. During the year under review, M/s. L.K. Bohania & Co, Internal Auditor's had submitted their Report for the FY 2022-23 to the Audit Committee for its review and necessary action.

At the beginning of each financial year, an rolled out after approval of the Audit Committee. Pursuant to Risk Based Internal Audit Framework, internal audit is aligned in such a manner that assurance is provided to the Audit Committee and Board of Directors on quality and effectiveness of the internal controls and governance related systems and processes.

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(f) & and other applicable regulation read with Schedule V of

Listing Regulations is presented in a separate section and forms part of the Annual Report.

In compliance with the Regulation 34 read with Schedule 9 of the Listing Regulations, a detailed report on Corporate

Governance forms an integral part of this Annual Report. A

Certificate from the Practicing Company Secretary confirming compliance of the conditions of Corporate Governance as stipulated under the Listing Regulations is appended to the Corporate Governance Report.

Pursuant to amendment in SEBI Listing Regulations, top 1,000 listed entities based on market capitalisation are required to submit a BRSR with effect from F.Y. 2023. In accordance with Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report has been annexed to this Report as Annexure VI which forms an integral part of this report.

The Nomination and Remuneration Committee as on March

31, 2023 comprises of the following:

Mr. Rahul Bagaria - Chairman and Non Executive Independent

Director, Mr. Vimal Ajmera Non Executive Independent Director and Mrs. Alpana Dangi Non Executive Non Independent Director as members of the Committee.

The Board has on the recommendation of the Nomination

& Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the

Corporate Governance Report.

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation

17(9) of the Listing Regulations. It establishes various levels of risks with its varying levels of probability, the likely impact on the business and its mitigation measures. The Risk Management Committee as on March 31, 2023 comprises of the following: Mr. Amit Dangi Chairman and Executive Director, Mr. Sanjay Dangi Non Executive Non Independent Director and

Mr. Haridas Bhat - Non Executive Independent Director as members of the Committee.

The Audit committee facilitates the execution of Risk

Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting.

Mechanism The Company has formulated a codified

Policy incorporating the provisions relating to Vigil Mechanism in terms of Section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, in order to encourage Directors and Employees of the Company to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in anyway. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of employees from reprisals or victimization, for whistle blowing in good faith. During the year under review, the Company amended the Whistle Blower Policy to provide a clause wherein all employees of the Company are eligible to report any instance of leak of Unpublished Price Sensitive Information. The said Policy is available on the Company's website www.authum.com.

Employees of the Company are required to undergo mandatory online learning module on Code of Conduct including Whistle Blower Policy and affirm that they have understood and are aware of vital aspects of the policy.

The Company has no activity relating to Conservation of

Energy and Technology Absorption as stipulated in Rule 8(3) of Companies (Accounts) Rules, 2014.

During the year under review, the Company did not have any Foreign Exchange Earnings or Outgo.

A Certificate of the CEO and CFO of the Company in terms of Regulation 17(8) of the Listing Regulations is annexed to this report.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the FY 2022- 23

No. of complaints received: Nil

No. of complaints disposed off: Nil

The Company is registered as a non-deposit accepting systemically important NBFC. The Company has complied with and continues to comply with all applicable laws, rules, circulars and regulations, including the RBI Directions. During FY 2022-23, there were no frauds committed by the

Company and no material frauds committed on the Company by its officers or employees.

There are no significant or material orders passed by the Regulators or Courts or Tribunals which impacts the going concern status of the Company and its future operations. b) Material Changes and Commitments affecting financial position of the Company

During the year under review the Company has acquired

Reliance Commercial Finance Limited ("RCFL") as certain

Lenders of the Company (Banks and other Financial

Institutions) have entered into an Inter-Creditor Agreement (ICA) for arriving at the debt resolution plan in accordance with the circular dated June 7, 2019 issued by the Reserve Bank of India on Prudential Framework for Resolution of Stressed Assets. Lenders have selected Authum Investment and Infrastructure Limited as the successful Bidder to acquire the Company and / or all its assets through a competitive bidding process after several rounds of negotiations between the bidders and the Lenders. Hon'ble Supreme Court of India by the order dated August 30, 2022 has approved the Resolution utilization of the Plan and Company along with its Lenders and successful Resolution Applicant has executed the Resolution Plan. Pursuant to the above, Reliance Commercial Finance Limited is a Wholly Owned Subsidiary of Authum w.e.f. October 14, 2022.

Further, the Company through its wholly owned subsidiary viz. RCFL has acquired Business Undertaking of Reliance Home Finance Limited (‘RHFL') on a slump sale and going concern basis pursuant to the approved Resolution Plan of RHFL being conducted by the Financial Creditors of RHFL in terms of RBI Circular No. RBI/2018-19/ 203, DBR.No.BP.BC.45/21.04.048/2018-19 dated June 7, 2019 on Prudential Framework for Resolution of Stressed Assets and the order of Hon'ble Supreme Court of India dated March 3, 2023.

Your Company has been able to perform better with the continuous improvement in all functions and areas which coupled with an efficient resources led to sustainable and profitable growth of the Organization. Your Directors express their deep sense of appreciation and extend their sincere thanks to every employee and associates for their dedicated and sustained contribution and they look forward the continuance of the same in future.

The Directors would like to place on record their gratitude for the valuable guidance and support received from the Reserve Bank of India, the Securities and Exchange Board of India, the Registrar of Companies, and other government and regulatory agencies and to convey their appreciation to the Members, bankers, lenders, vendors and all other business associates for the continuous support given by them to the Company. The Directors also place on record their appreciation of all the employees of the Company for their commitment, commendable efforts, team work and professionalism.