To

The Members,

Northlink Fiscal and Capital Services Limited

The Directors of your Company have the pleasure in presenting the 31^st Annual Report of the Company together with the Audited Financial Statements for the year ended 31^st March, 2025.

INDIAN ACCOUNTING STANDARDS (IND-AS)

As mandated by the Ministry of Corporate Affairs (MCA), The Financial Statements from the year ended March 31, 2020 onwards has been prepared in accordance with INDIAN ACCOUNTING STANDARDS (IND AS), notified under Section 133 of the Companies Act, 2013 read with the relevant rules as amended from time to time and the other recognized accounting practices and policies to the extent applicable. These financial statements are prepared under Ind AS.

FINANCIAL RESULTS

The Financial Performance of your company for the year ended 31^st March 2025 is summarized below:-

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the year under review, your company's operating and other income was Rs. 39,63,312.16 (previous year Rs. 50,34,471.58). The company has incurred losses of Rs. 78,19,802.67 as compared to previous year profit after tax of Rs. Rs. 15,17,907.16.

INFORMATION ON STATE OF COMPANY'S AFFAIRS

The Company was incorporated in the year 1994 and started its commercial operations on 30.12.1994. The Company is a NBFC registered with Reserve Bank of India vide Certificate No.06.00130 dt.09.09.1998 issued by Reserve Bank of India, Chandigarh.

DIVIDEND

During the year under review, management has not recommended any dividend for the year ended 31^st March 2025.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND

Since there was no dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 does not apply.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIESACT, 2013

During the year under review, the company has incurred losses and could not transfer 20% of its profit to StatutoryReserves as per Section 45-IC of Reserve Bank of India Act, 1934.

CHANGES IN SHARE CAPITAL

There was no change in the share capital of the company during the year under review. Authorized Share Capital as at 31^st March, 2025 was Rs. 5.50 Cr and paid up capital as at 31^st March, 2025 was Rs. 5.25 Cr. During the year 2024-25 under review, your Company has not issued any share including sweat equity or ESOP and/or Convertible Debentures.

CORPORATE SOCIAL RESPONSIBILITY

Section 135 of Companies Act, 2013 in respect of the provisions of Corporate SocialResponsibility (CSR) is not applicable to the company during the year under review.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

Company being a NBFC, provisions of Section186 of the Companies Act, 2013 does not applicable except provision (1), which states company cannot invest in more than two layers of investment company. Details regarding loans, investment and guarantees provided in the notes of accounts of financial statements attached with this report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Pursuant to Section 197(12) of the Act, read with rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company required to disclose information related to remuneration paid during the year. The detailed information in this regard is annexed to this report as "Annexure I".

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. The Board of Directors of the company has adopted Related Party Transaction Policy and same is available on the following link: https://www.northlink.co.in/policies-of-the-company.php

Further all the necessary details of transactions entered with the related parties as defined under Section 188 of the Companies Act, 2013 and related party defined under Section 2 (76) of the said Act are attached herewith in Form No. AOC-2 for your kind perusal and information as "Annexure II".

ANNUAL RETURN

In accordance with the requirements under section 92(3) and section 134(3)(a) of the Actand the applicable rules, the Annual Return as on March 31, 2025 is available on the website of the Company at the link: https://www.northlink.co.in/annual-return-detail.php

AUDITOR'S OF THE COMPANY a) Statutory Auditors

M/s Rajiv Rajinder & Co., Chartered Accountants (FRN: 016366N) were appointed as Statutory Auditors of the Company w.e.f. 03.03.2025 in the Extra Ordinary General Meeting of the members of the Company to fill the casual vacancy caused by the resignation of M/s K R Aggarwal & Associates, Chartered Accountants (FRN: 030088N). The earlier auditors resigned for their commercial consideration. Since the Auditors were appointed to fill the casual vacancy and holds office upto the conclusion of the ensuing 31^st Annual General Meeting, their appointment needs to be made for further period of 5 years commencing from 1^st April 2025 to 31^st March 2030 and till the conclusion of the 36^th Annual General Meeting to be held in the calendar year 2030. Hence, the resolution appointing Rajiv Rajinder & Co., Chartered Accountants (FRN: 016366N) has been made part of the notice calling the 31^st Annual General Meeting at Item No. 3 for approval of the shareholders

Further, the Statutory Auditors of the Company have submitted Auditors' Report on the accounts of the Company for the financial year ended 31^st March, 2025. The Auditors' Report is self-explanatory and therefore do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b) Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board's report, a Secretarial Audit Report given by a Company Secretary in Practice, in the prescribed form.

The Board had appointed M/s Jatin Singal & Associates, Practicing Company Secretary, as Secretarial Auditor of the Company to conduct the Secretarial Audit for the financial year 2024-25. The Secretarial Auditor of the Company have submitted their Report in Form MR-3 as required under Section 204, of the Companies Act, 2013 for the financial year ended31^st March, 2025. The Report form part of this report as "Annexure-III". The Auditor Report is self-explanatory covering observations and qualifications.

Further, in terms of the SEBI Circular, the appointment of the Secretarial Auditors needs to be made with approval of the Shareholders for a period of 5 years commencing from 1^st April 2025 to 31^st March 2030, hence, the resolution appointing Jatin Singal & Associates, Company Secretaries has been made part of the notice calling the 31^st Annual General Meeting at Item No. 4 for approval of the shareholders.

Remarks:

There was delay in reporting to the regulators under the applicable respective acts due to the non-availability of the well versed staff.

c) Internal Auditor

The audit plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accountingprocedures, compliance with laws and regulations. Based on the reports of internal audit function process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions thereon are presented to the Audit Committee of Board. Sh. Umesh Sharma has been appointed as an Internal Auditor of the company under section 138 of Companies Act, 2013 to conduct internal audit of functions and activities of the company.

COST RECORDS

As your Company is not a manufacturing company, the cost records are not required to bemaintained by your Company pursuant to an order passed by the Central Government.

DETAILS OF FRAUDS REPORTED BY THE STATUTORY AUDITORS REQUIRED UNDERSECTION 148 (12) OF COMPANIES ACT, 2013.

During the year under review, the Statutory Auditors have mentioned that no fraud by its officers or employees of the Company has been noticed or reported during the year.

CHANGES IN NATURE OF BUSINESS

There was no change in the nature of business of the company during the year under review.

DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 134(3) (l) OF THECOMPANIES, ACT 2013

No material changes and commitments have taken place between the end of the financial year of the Company to which Balance Sheet relates and date of report, which affects the financial position of the Company.

INVESTOR SERVICES

The Company is committed to provide the best services to the shareholders/ investors. M/s Skyline Financial Services Private Limited, New Delhi is working as Registrars and Share Transfer Agents (RTA) of the Company for transfer, dematerialization of shares andother investor related services. No correspondence/enquiry from any shareholder/ investor is pending with the company for reply.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption has not been furnished considering the nature of activities undertaken by the company during the year under review. There are no foreign exchange earnings.

DETAILS OF HOLDING/SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has no Holding/Subsidiary/Joint Venture or Associate companies.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with provisions of Articles of Association of the Company, Ms. Gargee Sehgal, Director of the company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, He offered herself for re- appointment. The Board of Directors recommended his appointment for consideration of the members at the ensuing annual general meeting. As on date of this report, the Company Secretary & Compliance Officer has resigned from the Company w.e.f. 03.06.2025.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION149 OF THE COMPANIES ACT, 2013

Presently, the Company has two Independent Directors namely, Sh. Bharat Soni & Sh. Inderjit Singh Jassal who has given declaration that they meet the eligible criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

NUMBER OF MEETINGS

During the Financial year 2024-25, 6 Meetings of Board of Directors and 4 Meetings of Audit Committee, 1 Meeting of the Stakeholders Relationship Committee and 1 Meeting of Nomination and Remuneration Committee of the company were held. Detailed information about the meetings is given in Corporate Governance Report, which forms thepart of Annual Report.

Apart from the above mentioned meetings of the Board and its committees, the Company had convened an Annual General Meeting on 30^th September 2024 and an Extra Ordinary General Meeting on 3^rd March 2025.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

RISK MANAGEMENT POLICY

The policy establishes the process for the management of risk faced by the Company. The aim of risk management is to maximize opportunities in all activities and to minimize adversity. This policy applies to all activities and processes associated with the normal operations of Northlink Fiscal and Capital Services Limited. Risk Management Policy is designed to avoid events, situations or circumstances which may lead to negative consequences on the Company's Businesses, and define a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all Business divisions and corporate actions. Key business risks and their mitigation are considered in the Annual/Strategic Business Plans and in the periodic Management Reviews.

EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEE AND INDIVIDUAL DIRECTORS WITH REFERENCE TO SECTION 134 (3) (p) OF THE COMPANIES ACT, 2013

Pursuant to the above said provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance, directors individually as well as the evaluation of the Committees as per the Criteria laid down in the Nomination &Remuneration policy. Further, Independent directors have also reviewed the performance of the Non- Independent Directors and Board as a whole including reviewing the performance of the Chairperson of the Company taken into account the views of the Executive Directors and Non-Executive Directors vide their separate meeting held on 14.02.2025 at the registered office of the Company.

AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of Companies Act, 2013 and provisions ofRegulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has constituted Audit Committee with the objectives to monitor, supervise and effective management of company's finance, to ensure effective internal financial controls and risk management systems with high level of transparency andaccuracy. Details regarding Audit Committee are given in the Corporate Governance Report, which forms the part of this Annual Report.

LISTING OF EQUITY SHARES

The fully paid up Equity Shares 5250000 (face value of Rs. 10/- each of the Company are listed on Main Board BSE Limited (BSE), Mumbai and Metropolitan Stock Exchange of India Limited (MSEI). However,the trading approval for 2000000 Equity Shares (face value of Rs. 10/-) is still pending.

DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION 134(3) (e) AND SECTION178 (3)

Pursuant to the provisions of Section 178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of your Company constituted Nomination & Remuneration Committee. The said Committee was framed, adopted and recommended "Nomination & Remuneration Evaluation Policy" for Directors, KMP and Senior

Management Personnel. The said policy forms the part of this report which is annexed at "Annexure-IV".

DIRECTORS RESPONSIBILTY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

In the preparation of the annual accounts, the applicable accounting standardshad been followed along with proper explanation relating to material departures;

They 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 and loss of the company for that period;

They 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;

They had prepared the annual accounts on a going concern basis; and

They had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively.

They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

DISCLOSURE IN RELATION TO VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Policy is formulated to provide opportunity to employees and directors to report to management concerns about unethical behavior, actual or suspended fraud or violation of the Code of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and directors who express their concerns and provides for direct access to Chairperson/ Members of Audit Committee in exceptional cases. The policy is applicable to all employees and directors of the Company.

Vigil Mechanism and Whistle Blower Policy is available on the following link: http://www.northlink.co.in/Whistle%20Blower%20Policy.pdf

CORPORATE GOVERNANCE REPORT

Provisions of the Corporate Governance was not applicable to the Company during the financial year 2024-25 as your company is falling under the exemption provided underRegulation 15 (2) of SEBI (LODR) Regulations, 2015. Your Company followed some of theprovisions of Corporate Governance on voluntary basis.

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the report on Corporate Governance together with Auditor's Certificateon compliance with this regard and Managing Director's declaration in this regarding compliance of code of conduct by Board Members and Senior Management Personnel is attached and forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under the Regulation 34 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith and forms the part of this Annual Report.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment for women at workplace and has adopted a policy against sexual harassment in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. During the financial year 2024-25 under review, the company is not required to comply with the provisions relating to the Constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act 2013. The Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow:

a. Number of complaints of Sexual Harassment received in the year: 0 b. Number of Complaints disposed-off during the year: 0 c. Number of cases pending for more than ninety days: 0

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

GENERAL DISCLOSURE

Your Director state that no disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under Review.

1. Details relating to Deposits covered under Chapter V of the Companies Act, 2013 and provisions of

RBI Act,1934.

2. Issue of Equity Shares with Differential right, as to dividend, voting or otherwise.

3. Issue of shares with including Sweat Equity Shares to employees of the company under any scheme.

4.No significant or Material order were passed by the regulators or courts or tribunal whichimpact the going concern states and company's operation in future.

5.No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and

6. The requirement to disclose the details of difference between amount of the valuation done at the

time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

ACKNOWLEDGEMENTS

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from sub-brokers, business associates, vendors, bankers, financial institutions, investors, stakeholders, registrar and share transfer agent, other business affiliates and media.

The Board places on record its sincere appreciation towards the Company's valued customers for the support and confidence reposed by them in the organization and the stakeholders for their continued co-operation and support to the company and look forward to the continuance of this supportive relationship in future.

Your Directors also places on record their deep sense of appreciation for the devoted services of the employees during the period under review.