Upsurge Investment & Finance Ltd Directors Report

To,

The Members

Your directors have pleasure in presenting their Twenty Ninth (29^th) Annual Report on the business and operations of the company along with the Audited Financial statements for the Financial Year ended 31^st March, 2023.

FINANCIAL RESULTS

The summary of the Companys financial performance for FY 2023 as compared to FY 2022 is summarized below (Rs. in lakhs)

Particulars	Year Ended 31st March 23	Year Ended 31st March 22
Total Revenue	3249.18	3815.80
Less:Expenses excluding Depreciation, Finance Cost & Tax	3142.37	2725.92
Profit/(Loss) before Interest, Depreciation & Taxes	106.81	1089.88
Less: Interest & Financial Charges	16.52	14.98
Less: Depreciation	3.12	1.46
Profit/(Loss) before Tax	87.17	1073.44
Less: Provision for Taxation
Current Tax	36.86	139.49
Previous Year Tax		-
Profit/ (Loss) after Tax	50.30	933.95
Profit/(Loss) After Tax (PAT) including Other
Comprehensive Income	50.30	933.95
Transfer to Statutory Reserve	9.98	187.44
Earnings per Share (EPS) (Rs.)	0.33	6.16

PERFORMANCE REVIEW

In the Financial Year 2022-23, your Company has posted Total revenue of Rs. 3249.10 Lakhs as compared to Rs. 3815.80 Lakhs in previous financial year and the profit earned for the financial year under review was Rs. 50.30 Lakhs as compared to profit of Rs. 933.95 Lakhs in previous financial year.

BUSINESS REVIEW AND STATE OF AFFAIRS OF YOUR COMPANY

Upsurge Investment and Finance Ltd. (UIFL) is a fast-growing NBFC engaged in providing financial advisory, capital-growing and holistic managerial services to small and mid-size enterprises. We have more than two decades of successful financial operations to our name. Our team consists of a host of industry experts and registered chartered accountants with over 120 years of combined experience in financial conceptualization, management and advisory.

We offer a wide range of financial managerial and advisory services, specializing in growth and funding advisory for SMEs. Our services include structured financing and debt syndication, corporate and commercial loan services against equity and commodities, and corporate financial and capital-raising advisory from seed funding to IPOs. We pride ourselves over the ability to identify undervalued businesses and enable them with the financial resources to accelerate and realize their true growth potential.

In addition to our regular funding options, we work with the organization to advise them through their capital-raising processes. We assist their business from its initial seed stages right up till the capital-raising pre-IPO.

RESERVES

The company proposes to transfer Rs. 9.98 lakhs to the statutory reserves out of the amount available for appropriation.

DIVIDEND

During the Financial year ended 31^st March, 2023, Board of Directors declared Interim Dividend @ 5% i.e Rs. 0.50/- per equity share of Rs. 10/- each in their meeting held on 02^nd August, 2022 for the F.Y 2022-23. Dividend was paid on 29^th August, 2022.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the company which occurred between the end of the financial year to which these financial statements relate and the date of this report.

CHANGES TO SHARE CAPITAL

As on 31^st March, 2023, the Authorized share capital of the Company is Rs. 1525 Lakhs and paid up share capital is Rs. 1515.24 Lakhs.

The Company had not issued any equity shares either with or without differential rights during the F.Y. 2022-23 and hence, the disclosure requirements under Section 43 and Rule 4 (4) of the Companies (Share Capital and Debentures) Rules, 2014, are not applicable.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds and shares which were required to be transferred to Investor Education and Protection Fund (IEPF).

DIRECTORS

The composition of the Board is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations, with an appropriate combination of NonExecutive Directors and Independent Directors. The complete list of Directors of the Company has been provided as part of the Corporate Governance Report.

Section 152 of the Act provides that unless the Articles of Association provide for retirement of all directors at every AGM, not less than two-third of the total number of directors of a public company (excluding the Independent Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation, of which one-third are liable to retire by rotation. Accordingly, Mr. Dayakrishna Goyal, Director of the company, retires by rotation in the ensuring Annual General Meeting and being eligible has offered himself for re-appointment.

None of the Directors of your Company is disqualified under provisions of Section 164(2)(a) and (b) of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

As at March 31, 2023, the Company had following KMPs:

1) Dayakrishna Goyal- Managing Director

2) Mayank Goyal- Chief Financial Officer

3) Diksha Joshi - Company Secretary

During the year under review there is no change in Key Managerial Personnel of the company.

DECLARATION BY INDEPENDENT DIRECTORS

In terms of section 149 of the Act and the SEBI Listing Regulations, Mr. Hansraj Goyal (DIN: 00398273) and Mr. Dinesh Vijayvargia (DIN: 01131902) are the Independent Directors of the Company. All Independent Directors have submitted the declaration of independence, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his / her ability to discharge his / her duties with an objective independent judgment and without any external influence.

The terms and conditions of appointment of Independent Directors are also available on the website of the Company at www.upsurgeinvestment.com

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise and hold highest standards of integrity.

CODE OF CONDUCT

The Board has laid down a code of conduct for Board members & Senior Management Personnel as per Regulation 17 & 26 (3) of the Listing Regulations & has been posted on the website of the Company.

Link - https://upsurgeinvestment.com/investors/

All the Board members & Senior Management Personnel have affirmed compliance with the said code of conduct for the year ended 31st March, 2023. A declaration to this effect, signed by the Whole-Time Director forms part of this Annual Report.

BOARD MEETINGS

A notice of the Board Meeting is circulated well in advance with Agenda, including detailed explanation to be discussed, to enable the Board to take an informed decision.

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement/Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, 05 (Five) Board Meetings were held during the year ended 31st March 2023, the dates are 23^rd May, 2022, 2^nd August, 2022, 30^th August, 2022, 10^th November, 2022, 14^th Feb, 2023. Detailed information on the Board Meetings with regard to attendance of each of the Directors thereat have been included in the Corporate Governance Report, which forms part of this Board Report.

Additionally, during the financial year ended 31st March, 2023 a separate meeting of the Independent Directors was held on 14^th February, 2023 in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25(3) and 25(4) of the Listing Regulations.

Post the Independent Directors Meeting, the collective feedback of each of the Independent Director was scaled and measured on defined ratings, thereby covering the performance of Board as a whole, performance of the non-independent directors and performance of the Chairman.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The Board of Directors of your company has constituted various committees in compliance with the provisions of the Companies Act, 2013 and the SEBI, Listing Regulations:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholder Relationship Committee

• Corporate Social Responsibility Committee

Provision of Section 135 became applicable w.e.f., 01.04.2022 hence the Corporate Social Responsibility Committee has been constituted w.e.f., 23.05.2022.

Details of the composition, terms of reference and number of meetings held for respective committees are given in the Corporate Governance Report, which forms a part of this Report. Further, during the year under review, all recommendations made by the Audit Committee have been accepted by the Board.

All Committees of the Board of Directors were reconstituted, wherever needed during the financial year under review, in line with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and the same has been disclosed in the Corporate Governance Report submitted with the Stock Exchange under regulation 27 of the Listing Regulations.

POLICY ON NOMINATION AND REMUNERATION OF DIRECTORS, KMP AND OTHER EMPLOYEES

In terms of section 178(3) of the Companies Act, 2013 and Regulation 19(4) read with part D of the Schedule II of the Listing regulations, the Nomination and Remuneration Committee of the Company has laid down a policy on selection and appointment of the directors and the senior management of the Company and their remuneration including criteria for determining qualification, positive attributes independence of directors and other matters. The policy is available on the Companys website at https://upsurgeinvestment.com/investors/

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 appointment and Remuneration Policies stated in the Corporate Governance Report of the Company that forms part of the Annual Report.

EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations. The Board evaluated its performance after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board process, information and functioning, etc. The performance of the Committee was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc. The above criteria are in compliance as provided in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India. The manner in which the evaluation has been carried out has been explained also in the Corporate Governance Report attached as Annexure to this report.

Also, the Independent Directors, at their meeting reviewed the performance of the Board, its Chairman and Non-Executive Directors of the Company.

PARTICULARS OF EMPLOYEES

The information required pursuant to the provisions of Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company has been appended as Annexure I to this Report. In terms of first proviso to Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars as required pursuant to provisions of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said information is available for inspection by the Members. The Board of Directors affirms that the remuneration paid to the employees of the Company is as per the Policy on Directors appointment and remuneration for Directors, KMPs and other employees and is in accordance with the requirements of the Act and SEBI Listing Regulations and none of the employees listed in the said Annexure are related to any Directors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, the Board of Directors confirm that, to the best of its knowledge and belief:

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 as at March 31, 2023 and of the profit of the Company for that period;

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

4. the Directors have prepared the annual accounts on a going concern basis;

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

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has policies and procedure for governance of orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding its assets, prevention and detection of fraud and error, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The Companys internal control system commensurate with the nature of its business, the size and complexity of its operation.

The Company has effective internal control systems as per the requirements and has laid down operating guidelines and processes which ensure smooth functioning of activities. The processes and policies are constantly assessed and reviewed.

The details in respect of internal control systems and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this report.

REPORTING FRAUD

During the year under review, the Statutory 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.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANY

The Company does not have any subsidiary or associate company and has not entered into joint venture with any other company during the financial year ended 31^st March 2023. Accordingly, a statement under the provisions of Section 129(3) of the Companies Act, 2013, containing salient features of the financial statements of the Companys subsidiary (ies) in Form AOC-1 is not enclosed.

DEPOSITS

The Company has neither accepted nor renewed any deposits from public or members during the year under review under Section 73 of the Companies Act, 2013 read with Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY

Pursuant to Section 186 (11) of the Companies Act, 2013 read with Rule 11(2) of the Companies (Meetings of Board and its Powers) Rules, 2014, the loan made, guarantee given or security provided in the ordinary course of business by a Non- Banking Financial Company (NBFC) registered with Reserve Bank of India are exempt from the applicability of provisions of Section 186 of the Act.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Companys Board approved Related Party Transactions Policy has been hosted on the website of the Company at www.upsurgeinvestment.com.

There was no related party transaction (RPTs) entered into by the Company during the financial year except payment of remuneration to KMP and Payment of Rent, which attracted the provisions of Section 188 of the Companies Act, 2013. Accordingly disclosures of related party transactions in Form AOC-2 have not been furnished. There were no material related party transactions undertaken by the Company during the year that require shareholders approval under regulation 23(4) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.

Suitable disclosures as required under Ind AS-24 have been made in Notes to the financial statements.

All Related Party Transactions were placed before Audit Committee and Board for their approval.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE, POLICY AND EXPENDITURE

During the year under review the provisions of section 135 pertaining to Corporate Social Responsibility (CSR) has become applicable on the Company on the basis of the net profit of immediately preceding Financial Year (2021-22).

In terms of Section 135 of the Companies Act, 2013 and rules thereunder Company is required to form a Corporate Social Responsibility (CSR) Policy on the basis of which the yearly CSR expenditure will be done. For the said purpose Board constituted a CSR committee in the Board meeting dated 23.05.2022.

The Profit/Loss data for the immediately preceding three years as required for calculating expenses under Section 135 of the Companies Act, 2013 were placed before the Committee

Financial Year Ending	Net Profit/(Loss) Amount (in Rs.)
As on 31st March, 2020	(2,11,32,322)/-
As on 31st March, 2021	3,45,74,248/-
As on 31st March, 2022	12,09,00,765/-

CSR Committee and Board members after considering last three years performance of the Company and the Average Aggregate Profit of Rs. 4,47,80,897 /- approved to incur 2% of the average aggregate profit of last three financial years on CSR activities i.e., Rs. 8,95,618/-

Pursuant to the provisions of Section 135 (5) of the Companies Act, 2013 and rules made thereunder as may be amended from time to time, Company have spent the aforesaid CSR amount within the stipulated period. Annual Report on CSR Activities has been annexed herewith as Annexure-II.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

• Conservation of Energy & Technology Absorption

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given as under:

A. Conservation of Energy:

i. the steps taken or impact on conservation of energy: - The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption.

ii. the steps taken by the company for utilizing alternate sources of energy:- The Company has used alternate source of energy, whenever and to the extent possible

iii. the capital investment on energy conservation equipments Nil

B. Technology Absorption:

iv. The efforts made towards technology absorption: Not Applicable.

v. The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable.

vi. In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): - The Company has neither purchased within India nor imported any technology.

vii. The expenditure incurred on Research and Development: - The Company has not incurred any expenditure on Research and Development during the year under review.

C. Foreign Exchange Earnings and Outgo

During the year under review there were no Foreign Exchange earnings and outgo.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has approved Risk Management policy and guidelines, wherein all material risks faced by the company are identified and assessed. Moreover in the said Risk Management Policy the Board has defined a structured approach to manage uncertainty, cultivating the same in their decision making pertaining to all business divisions and corporate functions. For each of the risks identified, corresponding controls are assessed and policies and procedures are put in place for monitoring, mitigating and reporting on periodic basis.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) and (10) of the Companies Act, 2013, a Whistle Blower Policy / Vigil Mechanism for directors and employees to report genuine concerns has been established by the Company in order to maintain highest standards of ethical, moral and legal conduct, adopted Vigil Mechanism/Whistle Blower policy to provide an avenue to its employees to raise concerns of any violations of legal or regulatory requirements, incorrect or misrepresentations of any financial statements and reports, etc. The Audit committee of the company oversees the said mechanism from time to time. None of the Company personnel has been denied access to the Audit Committee. The Whistle Blower Policy of the Company is also available on the website of the Company www.upsurgeinevstment.com

SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANYS OPERATIONS

No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future.

AUDITORS

STATUTORY AUDITORS

In line with the requirements of the Companies Act, 2013, M/s Jain & Trivedi, Chartered Accountants, (FRN:113496W) was appointed as the statutory auditors of the Company, to hold office for a period of five consecutive years from the conclusion of the 28^th AGM held in 2022-23 till the conclusion of the 33^rd AGM to be held in 2027-28.

During the year, the statutory auditors have confirmed that they satisfy the independence criteria required under the Companies Act, 2013, the Code of Ethics issued by the Institute of Chartered Accountants of India.

There are no qualifications, reservation or adverse remark or disclaimer in the Independent Auditors Report provided by M/s. Jain & Trivedi, Chartered Accountants, for the F.Y. 2022-23. The notes to accounts forming part of financial statements are self-explanatory and need no further clarification.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the rules made thereunder, the Board of Director appointed M/s. Mukesh Purohit & Co., Company Secretary in practice (COP. 25204), to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2023.

Further, in terms of the provisions of Regulation 24A of the SEBI Listing Regulations and Circular No. CIR/ CFD/CMD1/27/2019 dated February 8, 2019 issued by SEBI, M/s. Mukesh Purohit & Company has issued the Annual Secretarial Compliance Report, confirming compliance by the Company of the applicable SEBI regulations and circulars / guidelines issued thereunder.

The Secretarial Audit Report for the Financial Year ended 31st March 2023 forms the integral part of the Board Report as Annexure-III. There is no adverse remark, qualification, reservation or disclaimer in the Secretarial Audit Report.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year, the Company has complied with the Secretarial Standards; on the Meeting of the Board of Directors (SS-1), on General Meetings (SS-2) and on Dividend (SS-3), for the time being in force and as amended from time to time.

ANNUAL RETURN AS PRESCRIBED UNDER THE ACT

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 as amended from time

to time, the Annual Return of the Company for Financial Year 2022-23 is available on the Companys website at https://upsurgeinvestment.com/investors/

CHANGES IN NATURE OF BUSINESS, IF ANY

During the year under review there is no change in the nature of business of the Company.

FAMILIARIZATION PROGRAMME

The Company has familiarized the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, etc. The details relating to the familiarization programme are available on the website of the Company at www.upsurgeinvestment.com

DEPOSITORY SYSTEM

The Companys Equity Shares are compulsorily tradable in electronic form. As on March 31, 2023, out of the Companys total equity paid-up share capital comprising of 1,51,52,400 Equity Shares, only 3,65,901 Equity Shares were in physical form and the remaining capital was in dematerialized form.

As per SEBI notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities is not processed from April 1, 2019 unless the securities are held in the dematerialized form with the depositories.

Further, with effect from January 24, 2022, transmission or transposition of securities held in physical or dematerialized form is also effected only in dematerialized form.

Therefore, Members holding securities in physical form are requested to take necessary action to dematerialize their holdings.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review forms part of the Annual Report

AUDIT COMMITTEE

The Company has constituted an audit committee in terms of the requirements of the Companies Act, 2013, Regulation 18 of the SEBI Listing Regulations and RBI regulations. The details of the same are disclosed in the Corporate Governance Report.

INSIDER TRADING

The Board has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider trading Policy of the Company covering code of practices and procedures for fair disclosure of Unpublished Price

Sensitive Information and Code of Conduct for the prevention of Insider Trading has been posted on the website of the Company.

Link - https://upsurgeinvestment.com/investors/

All the Board members & KMPs have affirmed compliance with the said code of conduct for the year ended 31st March, 2023.

CORPORATE GOVERNANCE REPORT

As stipulated under the provision of Regulation 34 (3) read with Schedule V (c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate report on Corporate Governance forms integral part of this Board Report. The requisite compliance certificate as required under Part E of Schedule V of the Listing Regulation is issued by Jain & Trivedi, Chartered Accountants pertaining to the compliance of the conditions of Corporate Governance is Annexed thereto.

MD/CFO CERTIFICATION

The Managing Director & CFO of your Company have issued necessary certificate pursuant to the provisions of Regulation 17(8) of the Listing Regulations and the same forms part of this Annual Report.

DISCLOSURE UNDER THE HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place an Anti-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. During the year under review, company has not received any Sexual Harassment Complaints. Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each and every employee of the company.

SYSTEM DRIVEN DISCLOSURES (SDD) Under SEBI (SAST) Regulations, 2011

Pursuant to the provisions of SEBI circular dated December 01, 2015, December 21, 2016, September 09, 2020, October 28, 2022, January 25, 2023 and March 16, 2023 with reference to Regulation 3(5) and 3(6) of SEBI (PIT) Regulations, 2015 which inter alia required (System Driven Disclosures) SDD to be maintained by the company.

In this regard, Company has installed SDD software and is maintaining the same on regular basis as and when any such events occur as per the provisions of SEBI (PIT) Regulations, 2015.

HUMAN RESOURCE MANAGEMENT & INDUSTRIAL RELATION

Human Resource plays vital role in the Company. If finance is the blood of any organization then Human Resource is not less than pulse which keeps running production by their hard work day and night. Company focuses on creating best health and safety standards and also has performance management process to motivate people to give their best output and encourages innovation and meritocracy.

Personnel relation with all employees remained cordial and harmonious at all levels throughout the year. Directors wish to place on record their sincere appreciations for the continued, sincere and devoted services rendered by all the employees of the Company.

RBI REGULATIONS

The Company has complied with the applicable regulations of RBI as on March 31, 2023.

PRESENTATION OF FINANCIAL STATMENTS

The Financial Statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 and other relevant provisions of the Act.

OTHER DISCLOSURES

During the year under review, the Company has not obtained any registration / license / authorization, by whatever name called from any other financial sector regulators.

ACKNOWLEDGEMENT

The Directors express their sincere gratitude to the RBI, SEBI, BSE Limited, National Stock Exchange of India Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, other government and regulatory authorities, lenders, financial institutions and the Companys bankers for the ongoing support extended by them. The Directors also place on record their sincere appreciation for the continued support extended by the Companys stakeholders and trust reposed by them in the Company. The Directors sincerely appreciate the commitment displayed by the employees of the Company and its subsidiaries across all levels, for exhibiting outstanding performance during such challenging times.

For and on behalf of the Board of Directors of Upsurge Investment and Finance Limited

Sd/-	Sd/-
Dayakrishna Goyal	Hansraj Goyal
Managing Director	Independent Director
DIN:00398539	DIN:00398273
Mumbai, dated 10 th August, 2023