To

The Members,

The Directors are pleased to present the Twenty Fifth Annual Report, both on Standalone and Consolidated basis together with the Audited Financial Statements of the Company for the FY ended 31^st March, 2018.

1. FINANCIAL RESULTS

(Rs. in Lakh)

*The profit after tax is considered before adjusting the minority interest and Current year’s share of associates.

The Consolidated Statements provide the results of Ladderup Finance Limited together with its subsidiary.

2. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 (herein after referred to as “the Act”) forms an integral part of this Report as “Annexure A”.

3. MEETINGS OF THE BOARD

During FY 2017-18 four Meetings of the Board were held by the Company on 29^th May, 2017, 12^th August, 2017, 14^th November, 2017 and 13^th February, 2018. The intervening gap between the meetings was as prescribed under the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The number of Committee Meetings held during the FY 2017-18 forms part of the Corporate Governance Report.

4. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to Schedule IV of the Companies Act, 2013 and the Rules made thereunder and Regulation 25 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all the Independent Directors of the Company met once during a year, without the attendance of NonIndependent Directors and Members of the Management.

The Independent Directors reviewed performance of Non-Independent Directors, Chairman of the Company and the performance of the Board as a whole. The Independent Directors also discussed 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. The feedback of the Meeting was shared with the Chairman of the Company.

5. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(3)(c) & 134(5) of the Companies Act 2013:

(a) That in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgments have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31^st March, 2018 and of the profit of the company for the year ended on that date;

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) That the annual financial statements have been prepared on a going concern basis;

(e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

(f) That systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

6. DIRECTORS

In accordance with the provisions of Section 152 of the Act, and that of Articles of Association of the Company, Mr. Manoj Singrodia, Director of the Company retires by rotation at ensuing Annual General Meeting (‘AGM’)of the Company and being eligible, has offered himself for re-appointment. The Board of Directors based on recommendation of Nomination and Remuneration Committee (‘NRC’)has appointed Mr. Saurabh Sarayan (DIN: 07969125) and Mr. Mohan Tanksale (DIN: 02971181), as an Additional Directors of the Company in the category of Non-Executive Director and Independent Director respectively w.e.f. 14^th November, 2017. Pursuant to Section 161 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Saurabh Sarayan and Mr. Mohan Tanksale, hold office upto the date of the ensuing AGM. Considering this, the Board decided to appoint Mr. Saurabh Sarayan as a Director (Non-Executive) and Mr. Mr. Mohan Tanksale, as an Independent Director of the Company, subject to the approval of the Member(s) of the Company at the ensuing AGM.

Further, pursuant to Regulation 17 (1A) of SEBI (Listing Obligations and Disclosures Requirements) (Amendment) Regulations, 2018 the Board of Directors based on recommendation of NRC and subject to the approval of the Member(s) of the Company at the ensuing AGM has approved the continuation of the current term of Mr. KVS Shyamsunder (DIN: 00502621), who has attended the age of seventy five years on 29^th July, 2017 as an Independent Director of the Company.

Also, pursuant to the provisions of sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) the Board of Directors based on recommendation of Nomination and Remuneration Committee and subject to the approval of the Member(s) of the Company at the ensuing AGM has decided to appoint Mr. Harsha Saksena (DIN 01736469) as an Independent Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in section 149(6) of the Act with effect from 13^th August, 2018 up to 12^th August, 2023.

The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. As stipulated under the Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, brief resume of the Director proposed to be re-appointed is given in the Notice convening Twenty Fifth Annual General Meeting.

7. NOMINATION AND REMUNERATION POLICY

Pursuant to Provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and on the recommendation of the Nomination & Remuneration committee the Board had adopted policy for selection and appointment of Directors, Senior Management and their remuneration in the financial year 2015-16. The details of Remuneration Policy is stated in the Corporate Governance Report. The Nomination and Remuneration Policy is posted on the website of the Company.

8. AUDITORS & AUDITORS’ REPORT

- STATUTORY AUDITORS & STATUTORY AUDITORS’ REPORT

The Statutory Auditors, M/s. Shah Gupta & Co., Chartered accountants, Mumbai (Firm Registration No. 109574W), have issued Audit Report for the Financial Year 2017-18 pursuant to provisions of Section 141 (2) of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014. The Notes on Accounts referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The auditors Report does not contain any qualification, reservation or adverse remark.

- SECRETARIAL AUDITORS’ & SECRETARIAL AUDITORS’ REPORT

The Secretarial Auditors, M/s. H S Associate, Practicing Company Secretary, Mumbai (Certificate of Practice No. 1483), have issued Secretarial Audit Report for the Financial Year 2017-18 pursuant to provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is annexed as “Annexure B” and forms part of this Report.

The Secretarial Audit Report for the year under review contains certain remarks, the management’s reply for the same is as mentioned below:

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186

The details of Loan, Guarantees and Investments made by the Company under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

10. RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were on arm’s length basis and were in the ordinary course of business. As provided under section 134(3)(h) of the Act and Rules made thereunder disclosure of particulars of material transactions with related parties entered into by the Company with related parties in the prescribed format are annexed to this report as “Annexure C”.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at the link: www.ladderup.com The details of the transactions with related parties are provided in the accompanying financial statements.

11. SUBSIDIARY & ASSOCIATES

The Company has one subsidiary i.e., Ladderup Wealth Management Private Limited. During the year, the Board of Directors (‘the Board’) reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and its subsidiary, which form part of the Annual Report. Further, a statement containing the salient features of the financial statements of its subsidiary in the prescribed format are given in notes to the financial statements. The statement also provides the details of performance and financial position of the subsidiary.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of its subsidiary, are available on website of www.ladderup.com. These documents will also be available for inspection during the business hours at the registered office of the Company.

The Company’s policy on material subsidiary as approved by the Board is uploaded on the Company’s website at “Investors” section. The Company also has one Associate i.e. Annapurna Pet Private Limited.

12. FINANCIAL HIGHLIGHTS AND COMPANY AFFAIRS Consolidated Performance

Your Company has earned total revenue of INR 1581.72 lakh in FY 2017-18 as compared to INR 1837.06 lakh in FY 2016-17. The profit after tax in FY 2017-18 is INR 737.29 lakh as compared to INR 1306.82 lakh in FY 2016-17.

Standalone Performance

Your Company has earned total Profit of INR 634.77 lakh during the FY 2017-18 as against INR 1261.84 lakh in the FY 2016-17.

Your company as in the last few years continues to invest in asset based transactions with good growth prospects.

The Financial Year 2017-18 continues to be difficult year for Companies operating in the financial services space. The global macroeconomic conditions as well as domestic market conditions converged simultaneously to create strong headwinds. There was perceptible impact on margins and profitability for most companies in the financial services space as well.

Subsidiary Company

LADDERUP WEALTH MANAGEMENT PRIVATE LIMITED (LWMPL)

Unlike the previous financial year, 2017-18 turned out to be a good year for the capital market. The Sensex rose by almost 11% during the year. In this environment, most of our investment recommendations have done very well. The business has also been able to add fresh clients and improve the Assets Under Management.

During the FY 2017-18 the Company has achieved total revenue of INR 527.90 lakh in FY 2017-18 (against INR 303.84 lakh in previous year) and posted a profit of INR 114.53 lakh for FY 2017-18 against a net profit of INR 44.96 lakh in previous year. Ladderup Wealth Management Private

Limited, the subsidiary of your Company is engaged in the wealth management solutions for HNIs, SMEs and Corporates. The Company is hopeful for a better performance in the FY 2018-19 and it has chalked out extensive growth plans by increasing its product basket and addition of clients.

13. AMOUNT TRANSFERRED TO RESERVE

During the Financial Year 2017-18 the Company has transferred Rs. 12,695,630/- equivalent to 20% of profit after tax of the Company to Special Reserve Account in compliance with Section 45IC of the RBI Act.

14. DIVIDEND

In order to preserve funds for future activities, the Board of Directors of your Company do not recommend any Dividend for the FY 2017-18.

15. MATERIAL CHANGES

During the Financial Year 2017-18 there are no material changes affecting the financial position of the company and affecting Financials Statement.

16. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no technology absorption and no foreign exchange earnings or outgo, during the year under review. Hence, the information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is to be regarded as Nil.

The Company has not entered into any technology transfer agreement.

17. RISK MANAGEMENT POLICY

As per the provisions of the Companies Act, 2013 and as part of good corporate governance the Company has constituted the Risk Management Committee. The Committee has laid down the procedures to inform to the Board about the risk assessment and minimisation procedures and the Board shall be responsible for framing, implementing and monitoring the risk management plan and policy for the Company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

The Committee reviewed the risk trend, exposure and potential impact analysis carried out by the management. It was specifically confirmed to the Committee by the MD and the CFO that the mitigation plans are finalised and up-to-date, owners are identified and the progress of mitigation actions are monitored.

18. CORPORATE SOCIAL RESPONSIBILITY

Ladderup Finance Limited believes that sustained growth of business lies on triple bottom line i.e. growth of people around our operation, protection of environment where we operate and profit from our business. We understand that well being of the community around our business helps in growth of business and hence we value people around our operational locations and promote inclusive growth.

We endeavour to serve the society and achieve excellence. We continue to remain focused on improving the quality of life and engaging communities through ensuring environment sustainability, promoting healthcare, promoting education and many more activities.

Pursuant to Section 135 of the Companies Act, 2013, and the relevant rules, the Company is having in place the Corporate Social Responsibility (CSR) Committee under the chairmanship of Mr. Sunil Goyal, the other members of the Committee are Mr. Manoj Singrodia, and Mr. K.V.S. Shyamsunder. The Company’s policy on CSR envisages expenditure in areas falling within the purview of Schedule VII of the Companies Act, 2013. The detailed CSR policy is available on the company’s website at the web link: www.ladderup.com.

During the financial year 2017-18 the Company has earned a net profit Rs. 634.77 Lakh. Therefore, pursuant to the provisions of Section 135 of the Companies Act, 2013 & Companies (Corporate Social Responsibility) Rules, 2014 the Company constituted a Corporate Social Responsibility Committee & the committee will perform the desired functions on behalf of the Board in relation to the Corporate Social Responsibility of the Company.

19. PREVENTION OF INSIDER TRADING

As per the provisions of SEBI (Prohibition of insider trading) Regulations, 2015, the Company has adopted a code of conduct for prevention of insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Directors and the designated employees have confirmed compliance with the Code.

20. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints from any of the employees of the Company.

21. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and provisions of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interests of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the NonIndependent Directors was carried out by the Independent Directors. The Board also carried out annual performance evaluation of the working of its committees. The Directors expressed their satisfaction with the evaluation process.

22. SHARE CAPITAL

The Issued, Subscribed and Paid-Up Equity Share Capital as on 31^st March, 2018 was Rs. 128,526,000/- (Rupees Twelve Crores Eighty Five Lakhs Twenty Six Thousand Only). During the year under review, the Company has not issued any shares with differential voting rights nor granted any stocks options or sweat equity. As on 31^st March, 2018 none of the Directors of the Company holds instrument convertible into equity shares of the Company.

23. NON-DEPOSIT TAKING NON-BANKING FINANCIAL COMPANY

The Company is registered as a Non-Banking Financial Institution on 24^th February, 1998 In terms of the provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007. Your Company is categorized as a Non-deposit taking NonBanking Financial Company. The Company has not accepted any deposits from the public during the year pursuant to the provisions of Section 73 of the Companies Act, 2013.

24. CORPORATE GOVERNANCE

Pursuant to Regulations 34 & 53 read with schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the following forms part of this Annual Report and are enclosed/ annexed to this report:

- Management Discussion and Analysis

- Report on Corporate Governance

- Declaration on Compliance with Code of Conduct

- Certificate from M/s. Jajodia & Associates regarding compliances of Corporate Governance.

25. COMMITTEES OF THE BOARD

There are currently Seven Committees of the Board, as follows:

1. Audit Committee

2. Stakeholders’ Relationship Committee

3. Nomination & Remuneration Committee

4. Investment Committee

5. Risk Management Committee

6. Prevention of Sexual Harassment Committee

7. Corporate Social Responsibility Committee.

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Corporate Governance Report.

26. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE YEAR

Mr. Mohan Vasant Tanksale was appointed as an Additional Independent Director of the Company w.e.f. 14^th November, 2017 and Mr. Saurabh Mahesh Sarayan was appointed as an Additional NonExecutive Director of the Company w.e.f. 14^th November, 2017.

Mr. Sanket Limbachiya, Company Secretary and Compliance Officer of the Company has resigned w.e.f. 31^st May, 2017.

The Company has appointed Ms. Zarana Soni, Company Secretary and Compliance Officer of the Company w.e.f. 12^th August, 2017.

Ms. Zarana Soni, Company Secretary and Compliance Officer of the Company has resigned w.e.f. 13^th February, 2018.

27. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

29. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company’s internal control system is designed to ensure orderly and efficient conduct of its business, compliance with law and regulations including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting record, and the timely preparation of reliable financial information Internal Control system is supported by an Internal Audit Process. The Internal Audit Plans and Scope are well laid-out to ensure compliance with various applicable laws and internal policies. The Internal Auditors review the systems and procedures and advise on further improvements wherever required. The reports of the Internal Auditors are reviewed by the Audit Committee and the Board of Directors of the Company.

All the transactions are properly authorised, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of account and reporting financial statements.

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour, the company has adopted a vigil mechanism policy. This policy can be viewed on the Company’s website viz. www.ladderup.com in the “Investors” Section.

31. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all our Clients, Financial Institutions, Bankers, Business Associates and the Government and other regulatory authorities and thank all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company. Your Directors would like to place on record their gratitude to all the employees who have continued their support during the year.

Date : 13^th August, 2018 For and on behalf of the Board

Place : Mumbai

Regd. Office : 102-A, 1st Floor,

Hallmark Business Plaza Sd/- Sd/-

Sant Dyaneshwar Marg, Sunil Goyal Mangala Prabhu

Guru Nanak Hospital, Managing Director Director

Bandra (East), Mumbai - 400 051 DIN: 00503570 DIN: 06450659