S I Capital & Financial Services Ltd Directors Report

Dear Members,

Your Board of Directors (the "Board") takes pleasure in presenting the 31^st Annual Report of S.I CAPITAL & FINANCIAL SERVICES LIMITED (the "Company") together with the Audited Financial Statements for the Financial Year ended March 31, 2025. In compliance with the applicable provisions of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) ("Act") and The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), this report covers the financial results and other developments during the financial year ended March 31, 2025.

FINANCIAL RESULTS

The Company’s financial performance for the year ended March 31, 2025 is summarized below:

(Rs. in Lakhs)

Particulars	2024-25	2023-24
Revenue From Operations	255.78	172.78
Other Income	5.94	3.75
Total Income	261.72	176.53
Total Expenses	244.48	248.11
Profit before tax	17.24	(71.58)
Current Tax	-	-
Deferred Tax	-	-
Profit for the Year	17.24	(71.58)
Other comprehensive income	-	-
Total comprehensive income for the year	17.24	(71.58)

RESULTS OF OPERATIONS AND THE STATE OF AFFAIRS OF THE COMPANY

The company is a Non-Systemically Important Non-Banking Financial Company and a Full-Fledged Money Changer. The highlights of the company’s performance for the year ended March 31, 2025 are as under:

Revenue from operations was Rs. 255.78 Lakhs

Net Profit for the year was Rs. 17.24 Lakhs

The Company had reported a net profit for the period under review, a notable improvement compared to the losses incurred in previous years. As a result, the Earnings Per Share (EPS) turned positive for the first time in recent period. Interest income increased proportionately with the growth in loan size and recovery from non-performing assets (NPAs) also created a positive impact.

During the period, NPAs were successfully reduced from 75.86 lakhs to 62.77 lakhs, and the Company achieved a Net Owned Fund (NOF) of 5.14 crores as on March 31, 2025. The company is making sustained efforts to achieve improved performance and profitability in the coming years by standardizing its operations.

CHANGE IN THE NATURE OF BUSINESS

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

DIVIDEND

In light of the thin profit margins, the Company plans to plough back the profits into the business to fuel growth, strengthen operations, and enhance future prospects, rather than distributing dividends.

TRANSFER OF UNCLAIMED DIVIDEND/ SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there was no unpaid / unclaimed dividends to be transferred during the Financial Year under review to the Investor Education and Protection Fund.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company, which has occurred between the end of the financial year of the Company i.e. March 31, 2025 and the date of the Directors’ Report.

CAPITAL ENHANCEMENT

During the year, the Company has issued and allotted 12,50,000 (Twelve Lakhs Fifty Thousand) Equity Shares and the same was allotted to such shareholders as more particularly mentioned in the table here in below:

Sl. No Name Allottee	Category Promoter/non- promoter	Type of Allotment	Date of Allotment	No. of shares	Issue Price
1 Jayson Anto Mekkattukulam	Non-Promoter	Preferential Allotment	16-04-2024	450000	16.25
2 Mr. Jyothish AR	Non-Promoter	Preferential Allotment	16-04-2024	450000	16.25
3 Jayson Anto Mekkattukulam	Non-Promoter	Preferential Allotment-Conversion of warrants	27-03-2025	200000	16.25
4 Sharewealth Securities Limited	Promoter	Preferential Allotment-Conversion of warrants	27-03-2025	150000	16.25

NON -CONVERTIBLE DEBENTURES

Further during the year, the Company has issued and allotted 3450 Secured Unlisted Redeemable Non-Convertible Debentures having face value of 1000 each aggregating to 34,50,000.00 to the non-promoter and others i.e., persons/entities not forming part of the promoter and promoter group, on preferential basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of the Company for the Financial Year 2024-25 forms a part of this Annual Report as required under the Act, and Regulation 34(2)(e) read with Schedule V of the Listing Regulations.

DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

Directors & Key Managerial Personnel

As of March 31, 2025, the composition of the Board of Directors is as follows:

Sl. No. Name of Directors	Designation
1 Mr. Vinod Manazhy	Chairman, Non-Executive Independent Director
2 Mr. Thandassery Balachandran Ramakrishnan	Non-Executive Director
3 CA Unnikrishnan Anchery	Non-Executive Director
4 Dr. Anil Menon	Non-Executive Director
5 Mrs. Jitha Chummar	Non-Executive Director
6 Mr. Anu Thomas Cheriyan	Non-Executive Director
7 Mr. Abraham George	Non-Executive Independent Director
8 Mr. Thomas Jacob	Non-Executive Independent Director
9 Mr. Jayson Anto Mekkattukulam	Chief Executive Officer
10 Mr. Sujith K Ravindranath	Company Secretary & Compliance Officer

Change in Directors & Key Managerial Personnel during the year 2024-25

a) Mr. Sreeram Gopinathan Nair (DIN: 05143385) resigned from the post of Managing Director w.e.f. June 14, 2024

b) Mr. Rajesh Narayan Pillai (DIN: 07585805) resigned from the post of Non-Executive Independent Director w.e.f June 18, 2024.

c) Mr. Kuriakkose Kannanaikkal Paul (DIN: 02188453) resigned from the post of Non-Executive Director w.e.f November 07, 2024.

d) Mr. Jayson Anto Mekkattukulam was appointed as the Chief Executive Officer (CEO) of the Company on May 28, 2024.

e) Mr. Ajeesh Karekkattil Antony resigned from the post of Chief Financial Officer(CFO) w.e.f. February 28, 2025.

Change in Directors & Key Managerial Personnel after the financial year 2024-25 and up to the date of the report

a) Mr. Anto Mekkattukulam Jayson (DIN: 10528274) has been appointed as the Managing Director of the Company for a period of five years with effect from April 01, 2025 subject to the approval of members. And members approval has been obtained at the EGM held on 30^th June 2025.

b) Mrs. Jaysree V has been appointed as Chief Financial Officer (CFO) of the Company with effect from 27^th May 2025.

c) Mr. Abraham George (DIN: 09413342) resigned from the position of independent director with effect from 15th June 2025

d) Dr. Habeebrahiman (DIN: 09413355) was appointed as an additional Independent Director for a term of five years with effect from August 08, 2025 subject to the approval of members at the ensuing Annual General Meeting..

e) Dr.Anil Menon (DIN: 02390719) resigned from the Board with effect from 11th August 2025.

f) Mr. Nijo Michel (DIN:05329602) was appointed as an Additional Director with effect from August 13, 2025 and holds office upto the date of the ensuing Annual Genreal Meeting.

Retire by Rotation

Mr. Anu Thomas Cheriyan (DIN: 06461786) and Mr. Unnikrishnan Anchery (DIN: 00007022), Non-Executive Non-Independent Directors are liable to retire by rotation and being eligible, offers themselves for re-appointment at the ensuing 31st AGM of the Company.

The detailed profile of the Directors seeking appointment/re-appointment at the forthcoming AGM as required under Secretarial Standard on General Meetings and Regulation 36 of the Listing Regulations is provided separately by way of an Annexure A to the Notice of the AGM.

Senior Management Personnel

There was no addition to the senior management team during the year under report.

Mr. Jyotthish A R, joined the Company as Chief Operating Officer on May 28, 2024, bringing valuable expertise and experience to drive business operations and growth.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board met 7 (Seven) times during the Financial Year 2024-25, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Act and the Listing Regulations.

COMMITTEES OF THE BOARD

In order to strengthen functioning of the Board, the Board of Directors have constituted following

Committees as per the requirement of the Act and the Listing Regulations:

(i) Audit Committee

(ii) Nomination & Remuneration Committee

(iii) Stakeholders’ Relationship Committee

(iv) Risk Management Committee

(v) Debenture Allotment Committee

Details of the Committees along with their terms of references, composition and meetings held during the Financial Year under review are provided in the Corporate Governance Report section which forms a part of this Annual Report

DECLARATION OF INDEPENDENCE

The Company has received declarations from all Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DETAILS OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE OF THE COMPANY

The Company does not have any Subsidiary, Associate and Joint Venture Companies.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and during the year under review were in the ordinary course of business and at an arm’s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. The details of the transactions with related parties, if any, were placed before the Audit Committee from time to time. Details of the related party transactions during the Financial Year 2024-25 are disclosed in Notes. 39 to the Financial Statements which sets out related party disclosures pursuant to Ind AS. Particulars of material contracts/ arrangements with related parties are annexed with this report in Form AOC-2 as Annexure I.

In line with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on Related Party Transactions which is displayed on the website of the Company and can be accessed at http://www.sicapital.co.in/pdf/policies/Related%20Party%20Transaction%20Policy.pdf .

COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The current policy is to have an appropriate mix of executive, non-executive, and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2025, the Board consists of 8 members, out of which 3 are Independent Non-Executive Directors. The Chairman of the Board is an Independent Director, in terms of the relevant provisions of the Companies Act, 2013.

The Board of Directors has adopted a policy formulated by the Nomination and Remuneration Committee comprising of criteria for determining qualifications, positive attributes and independence of a director and fixing the remuneration for the directors, key managerial personnel and other employees. The Policy is available on Company’s website and can be accessed at http://www.sicapital.co.in/pdf/policies/Nomination%20&%20Remuneration%20Policy.pdf

The Board has made a formal evaluation of its own performance, committees of the Board and Independent Directors as per the above policy and is satisfactory over its performance.

AUDITORS AND AUDITORS’ REPORT

a) Statutory Auditor

The term of appointment of present statutory auditors, M/s. Ayyar & Cherian, Chartered Accountant, (Firm Registration No. 000284S), is expiring at the conclusion of the forthcoming Annual General Meeting. M/s. Ayyar & Cherian have confirmed their eligibility to continue as the Statutory Auditors of the Company under Sections 139 and 141 of the Act and the applicable rules. Additionally, as required by the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Your directors recommend their appointment as statutory auditors of the company for a further term of five years from the conclusion of the 31^st Annual General Meeting and till the conclusion of the 36^th Annual General Meeting to be held in the financial year 2030, at a remuneration as may be mutually decided between the Board of Directors and the Auditors.

During the year under review, the Auditors of the Company have not reported any fraud as required under Section 143(12) of the Companies Act, 2013.

b) Secretarial Auditor

The Board appointed M/s. Liya & Associates, Company Secretary in practice (CP No. 19314) to conduct Secretarial Audit for the financial year 2024-25. The Secretarial Auditor’s Report for the financial year 2024-25 does not contain any qualification, reservation, adverse remark or disclaimer, which is provided as

Annexure II.

Further Board on recommendation of the Audit Committee, has approved the appointment of M/s. Liya & Associates, Company Secretaries (Peer Review No. 2482/2022), as Secretarial Auditor of the Company subject to approval of the Members of the Company at the ensuing Annual General Meeting ("AGM") for a period of Five (5) consecutive years from commencing from Financial Year 2025 -26 till Financial Year 2029-30 at such remuneration as shall be fixed by the Board of Directors of the Company.

c) Cost Auditors

The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and accordingly such records are not made and maintained.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India as per Section 118(10) of the Companies Act, 2013 and such systems are adequate and operating effectively.

AMOUNT TRANSFERRED TO STATUTORY RESERVES

During the year under review the Company had profit and accordingly during the year the Company has transferred an amount of INR 3.45 lakhs to Statutory Reserve as required under Section 45-IC of the RBI Act, 1934.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company, which has occurred between the end of the financial year of the Company i.e. March 31, 2025 and the date of the Directors’ Report.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace . We are committed to providing a safe and harassment free workplace for every individual working in the Company premises.

Company always endeavors to create and provide an environment that is free from any discrimination and harassment.

As per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, it is mandatory for every employer having 10 or more employees to constitute an Internal Committee to address complaints of sexual harassment. Furthermore, the Ministry of Corporate Affairs, through the Companies (Accounts) Amendment Rules, 2018 issued under Section 134 of the

Companies Act, 2013, requires companies to disclose in their Board’s Report that such a committee has been duly constituted, thereby promoting a safe and secure workplace for women. Accordingly, the Company has constituted an Internal Committee and hereby states and declares that:

The Company has complied with the provisions relating to the constitution of an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No complaints of sexual harassment were received during the financial year 2024 25.

MATERNITY BENEFIT UNDER MATERNITY BENEFIT ACT 1961

During the financial year, there were no women employees who availed maternity benefits. However, the Company remains fully committed to extending all benefits prescribed under the Act to eligible women employees as and when applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013

The provisions of Section 134(3) (m) of the Companies Act, 2013 relating to conservation of energy and technology absorption do not apply to the Company. However, the Company has taken reasonable steps to conserve energy by supporting go green initiatives. The Company follows the practice of purchasing energy efficient electrical/ electronic equipments for its operations. The Capital Investment on energy conservation equipment is nil.

The Company has, however, used information technology extensively to ease operations and to provide better services to its customers.

There were no Foreign Exchange Inflow and Outflow during the year under review.

DEPOSITS

The Company is a non-deposit taking NBFC and has not accepted any deposit as defined in the Companies Act, 2013.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate and effective 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.

VIGIL MECHANISM

The Company has established a robust Vigil Mechanism and a Whistleblower policy in accordance with the provisions of the Companies Act, 2013 and Listing Regulations. The Whistle Blower Policy & Vigil mechanism is available on company’s website and can be accessed at - http://www.sicapital.co.in/pdf/policies/Whistle%20Blower%20Policy%20&%20Vigil%20Mechanism.pdf

ANNUAL RETURN

The Annual Return as required under Section 92 and Section 134 the Act read with Rule 12 of the Companies

(Management and Administration) Rules, 2014 is available on the Company’s website at https://www.sicapital.co.in/pdf/annual-returns/Form_MGT_7%202025.pdf

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 is annexed herewith as Annexure III.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to info@sicapital.co.in.

CORPORATE GOVERNANCE

The Company is committed to maintain high standards of Corporate Governance. The Report on Corporate Governance as stipulated under the Listing Regulations forms part of this Annual Report. Since Regulation 15 of Listing Regulations is not applicable to the Company, Certificate from Statutory Auditor/ Practicing Company Secretary regarding compliance of conditions of Corporate Governance was not obtained.

RISK MANAGEMENT POLICY

Pursuant to the requirements of Regulation 21 and Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), the Company has constituted a Risk Management Committee (RMC), consisting of Board members and senior executives of the Company.

Risk is an integral part of the Company’s business, and sound risk management is critical to the success of the organization. The Company has in place a Risk Management framework to identify, and evaluate business risks and challenges cross the Company, both at the corporate level and also separately for each business division. The Company has a robust process for managing the key risks overseen by the RMC. As part of this process, the Company has identified the risks with the highest impact and then assigned a likely probability of occurrence. Mitigation plans for each risk have also been put in place and are reviewed by the management every six months before presenting to the RMC. The RMC has set out a review process to report to the Board on the progress of the initiatives for the major risks of each of the businesses. The Board of the Company has adopted the Risk Management Policy based on the recommendation of the Risk Management Committee in order to assess, monitor and manage risk throughout the Company.Risk

Management Policy may be accessed on the Company’s website at the link http://www.sicapital.co.in/pdf/policies/risk%20management%20policy.pdf

DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial control over financial reporting by the statutory auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls are adequate and operating effectively.

Accordingly, pursuant to the requirements of Section 134 (5) of the Act, the Board of Directors, to the best of their knowledge and ability, state that:

(a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

(b) 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, 2025 and of the profit of the company for that period;

(c) the Directors have 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;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility (CSR) do not apply to your company, hence no disclosures in this regard have been made in this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY OPERATIONS IN FUTURE

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

COMPLIANCE WITH NBFC REGULATION

The Company has complied with the regulatory provisions of the Reserve Bank of India applicable to Non-Banking Financial Company Non Systemically Important Non-Deposit taking Company. The Company has not accepted Public Deposits during the year under review. No Gold Auction happened this FY 2024-25.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There are no loan or guarantees and securities in respect of which provisions of Section 186 of the Companies Act, 2013 are applicable. The particulars of Investments made by the Company are given in Note 11 to the Financial Statements.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

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 during the year along with their status as at the end of the Financial Year is not applicable.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FIANANCIAL INSTITUTIONS

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.

LISTING WITH STOCK EXCHANGE

The Company has paid the Annual Listing Fee for the FY 2024-25 to BSE Limited wherein the Company’s shares are listed.

APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013.

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a person who shall be responsible for ensuring compliance with statutory obligations. Accordingly, the Board has proposed and appointed Managing Director Mr. Anto Mekkattukulam Jayson as the Designated person.

GENERAL

The Board of Directors states that no disclosure or reporting in respect of the following matters as there were no transactions on these matters or as the provisions were not applicable to the Company during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise

b) Issue of shares to employees of the Company under any Employees’ Stock Option Scheme

c) Buyback of shares

d) Transfer of Unclaimed dividend/ shares to Investor Education and Protection Fund (IEPF)

e) Statement of deviation(s) or variation(s) in use of issue proceeds

f) Statement on Impact of Audit Qualifications

ACKNOWLEDGEMENT

Your Directors express their sincere appreciation of the co-operation and assistance received from customers, Reserve Bank of India, MFIN, Shareholders, Bankers, Stock Exchange, and other stakeholders during the year under review. Your directors also wish to place on record their deep sense of appreciation for the commitment displayed from all managers, executives and customer service representatives resulting in the performance of the Company during the year.

Finally, your Directors take this opportunity to express their appreciation and extend their gratitude for the continued support, co-operation and guidance received from all the Banks and Financial Institutions.

For and on behalf of the Board of Directors

Date: 13-08-2025	Sd/-
Place: Thrissur	Vinod Manazhyy
	Chairmann
	DIN: 089869299