The Members

The Directors have pleasure in presenting their 24^th Annual Report on the business and operations of the company along with the Audited Financial accounts for the Financial Year ended 31^st March, 2018.

FINANCIAL RESULTS

(Rs. In Lacs)

REVIEW OF OPERATION

The Company is mainly engaged into investment and financial activities. During the year under review, the total revenues for the year were Rs. 3957.51 lacs, as compared to Rs. 1323.27 lacs last year. With continued focus, dedication and hard work of the management, the profit before exceptional item and tax have jumped significantly to Rs. 381.58 lacs during the year under review from previous year of Rs. 62.57 lacs.

BUSINESS REVIEW

Upsurge Investment & Finance Limited (“The Company”) is a non-banking financial company that fulfills aspirations of its Individual and Corporate clients by satisfying their financial needs. We are engaged in Primary and Secondary capital market activities and provide a wide range of services including:-

- Corporate Finance

- Gold Loans

- Real Estate Mortgage Finance

- Loans against Shares and securities

Our range of offerings allows our clients to tap opportunities and execute value creating transactions. While most of our existing ventures are largely focused on corporate clients.

DIVIDEND

In line with the improved financial performance as compared to previous three (3) financial years, your Directors are pleased to recommended a dividend of Re 0.50 per share (5%) previous year (NIL) per equity share of Rs. 10/-(Rupees Ten only) each, for the financial year 2017-2018. The dividend, if approved by the Members at the 24^th Annual General Meeting will result in the total dividend appropriation of Rs. 91.34 lacs including dividend distribution tax of Rs. 15.58 lacs (Previous year NIL)

MANAGEMENT DISCUSSION ANALYSIS REPORT

The Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, economic developments, performance and state of affairs of your Company’s various businesses, internal controls and their adequacy, risk management systems and other material developments during the financial year 2017-18.

A. INDUSTRY STRUCTURE & DEVELOPMENT

The financial sector landscape has changed materially over the past few years with non-banks, both non-banking financial companies (NBFCs) and housing finance companies (HFCs), gaining share in the overall credit pie, even as banks have faced asset quality challenges. Fiscal 2018 is a pivotal year for NBFCs. NBFCs have gone through a period of regulatory transition, most significantly in the recognition of non-performing assets, which culminates this fiscal. The past 12 months have also been eventful as non-banks navigated demonetization and are now addressing the impact of Goods and Services Tax on their customers and business model. However, with underlying business growth expected to remain steady in key segments, the fortunes of NBFCs are on an uptrend.

Non-Banking Financial Companies (NBFCs) have played a critical role in stimulating the growth of the Indian economy and have made a significant contribution towards supporting the government’s agenda of extending financial inclusion. In fact, they have emerged as key financiers to businesses, especially the high-potential, credit-hungry MSME sector.

The Government of India has introduced several reforms to liberalize, regulate and enhance this industry. The Government and Reserve Bank of India (RBI) have taken various measures to facilitate easy access to finance for Micro, Small and Medium Enterprises (MSMEs). These measures include launching Credit Guarantee Fund Scheme for Micro and Small Enterprises, issuing guideline to banks regarding collateral requirements and setting up a Micro Units Development and Refinance Agency (MUDRA). With a combined push by both government and private sector, India is undoubtedly one of the world's most vibrant capital markets. In 2017, a new portal named 'UdyamiMitra' has been launched by the Small Industries Development Bank of India (SIDBI) with the aim of improving credit availability to Micro, Small and Medium Enterprises' (MSMEs) in the country.

- Global payments solution giant Master Card has launched its first technology lab in Pune, which will enable India to move towards digital economy and financial inclusion.

- Four metro cities of Delhi, Mumbai, Bangalore and Chennai can reap benefits of US$ 7.2 billion annually by increasing payments through digital means.

- Bank Bazaar, a financial marketplace start-up in India, raised US$ 30 million in a funding round led by Experian Plc, a credit rating agency based in UK, taking the company's total funding to US$ 110 million.

- Private equity (PE) investments in India increased 59 per cent to US$ 24.4 billion in 2017, with average deal size of US$ 42.8 million, according to data provided by Venture Intelligence.

- Private equity and venture capital firms recorded investments worth US$ 7.9 billion with 180 deals during January-March 2018.

- In May 2018, total equity funding's of microfinance sector grew at the rate of 39.88 to Rs 96.31 billion (Rs 4.49 billion) in 2017-18 from Rs 68.85 billion (US$ 1.03 billion).

B. OPPORTUNITIES & THREATS

- Agility is very important as it sets the banks apart. Banks function slower as compared to the NBFCs, which is why agility is important. Technological advancements like the use of mobile phones & the internet can help in making information easily accessible anytime anywhere. Hence reducing the demand & reliance on bank branches".

- "NBFCs & MFIs are the largest propellants of ushering finance into the country".

- Technology is not only at the head of banking and financial services, but also an increasingly digitalized India has underpinned the rise of NBFCs.

- Ground level understanding of customers profile and their credit needs, which gives them an edge, as their ability to customize their products according to client needs.

- NBFCs leverage alternative and tech-driven credit appraisal methodologies to gauge creditworthiness, which lets them target those left traditionally underserved by banks.

- Owing to the challenges NBFC’s face in sourcing credit from traditional banking institutions, domestic businesses, as well as, individuals are increasingly turning to NBFCs to meet their funding needs.This shift in borrower sentiment has unlocked a tremendous opportunity for NBFCs to capitalize on. In the last two years, NBFCs have registered multi-fold growth to double their market share in SME and wholesale loan categories, in addition to making significant inroads into other consumer loan categories.

C. RISKS AND CONCERNS

- The pace at which foreign companies gaining a foothold in the payment and loans segment in India has raised concerns.

- Experts believe unhindered ownership in NBFCs could lead to easier access to financial data of all Indians by these companies.

- RBI is working towards harmonization of NBFC regulations with banks.

- Higher borrowing costs and narrowing options to raise funds will pose challenges for retail non-banking finance companies (NBFCs) in the fiscal year ending March 2019 as they seek to raise Rs. 3.8 to Rs. 4 lakh crore of debt to finance a 20% growth in loan portfolio, rating agency ICRANSE 0.08 % said on Monday.

- Pricing related pressure is expected to be higher in the second half of fiscal 2019, as debt redemptions are expected to happen at a faster pace than their advance maturities and as incremental growth is expected to be at a more robust in the second half.

- Based on the debt maturity profiles, and incremental funding requirement, the weighted average cost of funding for NBFCs could be higher by a minimum of about 45 basis points in FY 2019.

- Banks’ funding to NBFCs increased 27% during FY2018, while the banking system credit growth remained muted at 8% for the period. Mutual fund exposure which is another source of funds for NBFCs could crucial this year.

- The recent developments in the Foreign Portfolio Investors (FPI)- debt space too is partly negative and could impact private placement funding to NBFC via this route. Depreciation in the rupee and hardening global yields are likely to further have an adverse effect on the overseas investor appetite.

- The industry is concerned about t4he easy access of data by foreign entities in the financial services sector. Some leading players want to have a relook at the regulation relating to holding structure of NBFCs

D. OUTLOOK

- As per the Reserve bank of India, the credit intensity measured in terms of credit as percentage of GDP for systemically important and non-deposit accepting NBFCs stood at 8% in 2017. Similarly, their share in the total credit to the commercial sector stood at 8.8% for the year, which reflects substantial potential for growth of NBFCs.

- NBFCs have been targeting the informal segment consisting of individuals that are either self-employed or employed in the informal sector. But this segment poses asset quality issues. Going ahead, NBFCs will have wider access to consumer data thanks to the new digital-age that will simplify their asset quality concerns as per the BCG report. Moreover, NBFCs can partner with payment banks and small financial banks and provide more financial offerings to customers thereby boosting their growth prospects.

- Micro small and medium enterprises being under-banked and under-served section of the population present a big growth opportunity for NBFCs. In order to drive employment and consumption, the government has increased focus on expediting the formalisation of the economy. Towards this end, the tax rate on MSMEs with annual turnover of Rs 500 million was reduced to 25% in the last Union Budget. In this year's budget, the tax concession has been extended to MSMEs with annual turnover of Rs 2.5 billion. To alleviate the lending woes of the MSME sector, the government has allocated Rs 37.9 billion for credit support, capital, and interest subsidy. It set a target of Rs 3.3 trillion under Mudra Yojana which provides funds to micro and small enterprises through NBFCs. These initiatives are expected to drive credit growth in the MSME segment.

- The government’s focus on infrastructure development in the country is expected to provide huge scope to NBFCs engaged in infrastructure financing.

- As the large exposure regime for the banks will come into effect by 2018, NBFCs will have more room to operate in big corporates financing segment in the medium term. With the development in the equity and corporate bond markets in future, investment companies are likely to have better prospects in future.

E. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Control measures and systems are established to ensure the correctness of the transactions and safe guarding of the assets. Considering the size and nature of activities, the company has adequate internal control system covering both accounting and administrative control. In addition the internal audit is carried out periodically. The management ensuring an effective internal control system so that the financial statements and reports give a true and fair view and during the year under review no material or serious observation has been received from the Internal Auditors of the Company for inadequacy or ineffectiveness of such control.

F. HUMAN RESOURCES

The company always regards human resources as its most valuable asset and continuously evolves policies and process to attract and retain its substantial pool of managerial resources through friendly work environment that encourages initiatives by individuals and recognizes their performance.

G. CAUTIONARY NOTE

Certain Statements in the Management Discussion and Analysis describing the company's views about the industry, expectations, objectives, etc. may be understood 'forward looking statement' within the meaning of applicable laws and regulations. Factors like changes in Government regulations, tax laws and other factors such as industrial relations and economic developments etc. may further influence the company's operations or performance. Actual results may differ substantially or materially from those expressed or implied.

RESERVES

The company proposes to transfer Rs.76.32 lacs to the statutory reserves out of the amount available for appropriation.

SHARE CAPITAL

The Company had not issued any equity shares either with or without differential rights during the F.Y. 2017 - 2018 and hence, the disclosure requirements under Section 43 and Rule 4 (4) of the Companies (Share Capital and Debentures) Rules, 2014, are not applicable.

DEPOSITIS

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. There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on 31^st March, 2018.

DIRECTORS

In accordance with the provisions of section 152 of the Companies Act, 2013 and articles of association of the Company Mrs. Pratibha Goyal, (DIN:00399056) (Non-Executive Director)of the company, retires by rotation in the ensuring Annual General Meeting and being eligible has offered herself for reappointment.

During the period under review Mr. Kiran Vaidya and Mr. Sukdeo Agrawal were appointed as an additional nonexecutive, independent director on the Board with effect from 16^th January 2018 for a period of (2) two years subject to approval of the shareholders in the ensuing Annual General Meeting.

Brief resume of the directors seeking appointment/reappointment is given in the notice to the annual general meeting. None of the Directors of your Company is disqualified under provisions of Section 164(2)(a) and (b) of the Companies Act, 2013.

CHANGES IN KEY MANAGERIAL PERSONNEL (KMP’S) DURING THE YEAR 2017-18

During the year under review Mr. Manish Kabra has been appointed CFO of the Company w.e.f. 16^th January, 2018 in place of Ms. Dipika Jadav who has resigned from the post of CFO of the Company w.e.f. 16^th January 2018.

Ms.Nikita Trivedi had resigned as a Company Secretary and Compliance Officer of the Company w.e.f. 31^st March, 2018. Mr. Manish Kabra has been appointed as interim in her place as Compliance Officer of the company w.e.f. 31^st March, 2018.After that Ms. Ela Gupta was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 22^nd May, 2018.

CHANGE IN REGISTRAR AND SHARE TRANSFER AGENT

The Board of Directors of the Company has appointed Adroit Corporate Services Private Limited as its new RTA w.e.f. 30^th July, 2018 in place of Sharex Dynamic (India) Private Limited.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:

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

ii. 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 financial year and of the profit of the company for that period;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. proper annual accounts have been prepared on a going concern basis;

v. internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

DECLARATION BY INDEPENDENT DIRECTOR

All Independent Directors have submitted the declaration of Independence, as required pursuant to Section 149(7) of the Act, stating that they meet the criteria of Independence as provided in section 149(6) of the Companies Act, 2013 and are not disqualified from continuing as Independent Directors.

EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board of Directors has carried out evaluation of the Board, its Committees and Individual Directors. The evaluation process has been explained in the Report on Corporate Governance, which forms part of this Board’s Report.

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

NUMBER OF BOARD MEETINGS HELD DURING THE PERIOD

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 31^st March, 2018, the dates are 29^th May, 2017, 10^th August, 2017, 16^th October, 2017, 16^th January, 2018 and 30^th March, 2018. 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.

COMMITTEES OF THE BOARD

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

- Audit Committee

- Nomination & Remuneration Committee

- Stakeholder Relationship Committee

All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of reference/ role of the committees are taken by the Board of Directors. A detailed note on the Board and its Committees is provided under the Corporate Governance Section in this Annual Report.

INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors of the Company met on 29^th December, 2017 inter-alia, to discuss:

- Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

- Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non-Executive Directors.

- Evaluation of the quantity, content and timelines of flow of information between the Management and the board that is necessary for the Board to effectively and reasonably perform its duties.

NOMINATION & REMUNERATION POLICY

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 Policy is stated in the Corporate Governance Report of the Company that forms part of the Annual Report.

PARTICULARS OF EMPLOYEES AND DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 (AS AMENDED)

The information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company is enclosed as Annexure - 1 and forms part of this Report.

Further, no employee of the Company is earning more than the limits as prescribed pursuant to Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company.

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 2018. Accordingly, a statement under the provisions of Section 129(3) of the Companies Act, 2013, containing salient features of the financial statements of the Company’s subsidiary(ies) in Form AOC-1 is not enclosed.

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 Report 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.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 that required to be attached with this report has been amended vide Notification dated 31^st July, 2018 issued by the Ministry of Corporate Affairs (‘MCA’) the same is placed on the company’s website and the web link is below: http://upsurgeinvestment.com/pdf/MGT-9-FY-2017-18.pdf

STATUTORY AUDITORS

M/s Jain & Trivedi, Chartered Accountants (FRN:113496W) were appointed as the Statutory Auditors of the Company during the 23^rd AGM held on 29^th September, 2017 for a period of five years as per the provisions of Section 139 of the Companies Act, 2013.

However with the Notification dated 7^th May, 2018 issued by the Ministry of Corporate Affairs (‘MCA’), the first proviso to Section 139(1) of the Companies Act,2013 pertaining to the requirement of annual ratification of appointment of Auditors by member is omitted.

Accordingly as per the companies (Amendment) Act, 2017 ratification of the appointment of Statutory Auditors during their period of appointment will not be considered.

AUDITORS’ REPORT

Independent Auditor’s Report

There are no qualifications, reservation or adverse remark or disclaimer in the Independent Auditor’s Report provided by M/s. Jain & Trivedi, Chartered Accountants, for the F.Y. 2017-2018. The notes to accounts forming part of financial statements are self-explanatory and need no further clarification.

Secretarial Audit Report

Pursuant to Provision of Section 204 of the Companies Act, 2013 and Rules framed there under Board of Directors have appointed M/s. Kamlesh Jain & Associates, Practicing Company Secretaries to conduct Secretarial Audit. The Secretarial Audit Report for the Financial Year ended 31^st March 2018 forms the integral part of the Board Report as Annexure-2. There are no qualifications, reservation or adverse remark or disclaimer in Secretarial Audit Report.

Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the central government

There are no such frauds committed by the Company which are reported by auditors.

PARTICULARS OF LOANS, GUARAUNTEES OR INVESTMENTS

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 MADE WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict of interest with the company at large. Accordingly disclosures of related party transactions in Form AOC-2 have not been furnished. All Related Party Transactions were placed before Audit Committee and Board for their approval. Your Company has formulated policy of Related Party Transaction which is also available on the website of the Company http://www.upsurgeinvestment.com

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes and commitments which could affect the Company’s financial position have occurred till date of this report.

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 which were required to be transferred to Investor Education and Protection Fund (IEPF).

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

- Conservation of Energy & Technology Absorption

The Company is not engaged in manufacturing activities and therefore provisions relating to conservation of energy and technology absorption are not applicable to it. However, efforts are being made to minimize consumption of energy, wherever possible.

- 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.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to the company as company does not fall into ambit of the provisions of section 135 of Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 .

ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS

In respect of internal financial control, the Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the timely prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. Further, the management regularly reviews the control for any possible changes and takes appropriate actions.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

DISCLOSURE UNDER THE SEXUAL 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.

RBI GUIDELINES

The company continues to comply with all the requirements prescribed by the Reserve Bank of India from time to time as applicable.

SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY’S 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 Company’s operations in future.

COMPLIANCE WITH SECRRTARIAL STANDARDS ON BOARD AND GENERAL MEETING

Pursuant to Clause 9 of the Revised Secretarial Standard-1(SS-1), your company has complied with applicable Secretarial Standard issued by the Institute of Company Secretaries of India during the financial year under review.

ACKNOWLEDGEMENT

The Directors takes this opportunity to thank all their colleagues at Upsurge Investment & Finance Ltd. for their professionalism and dedication to the task at hand. The board also wishes to place on record their appreciation for valuable support given by the Bankers, Clients and Share hold.

For and on behalf of the Board of Directors

Dayakrishna Goyal Hansraj Goyal

Managing Director Director

DIN:00398539 DIN:00398273

Mumbai, dated 11^th August, 2018