S R G Securities Finance Ltd Directors Report

To

The Members,

The Board of Directors of your Company take pleasure in presenting before you the 29^th Annual Report of the Company together with the Audited Financial Statements for the financial year ended March 31, 2024.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS & STATE OF AFFAIRS:

(Rs. In Lakh)

Particulars	2023-24	2022-23
Gross Income	145.95	213.02
Less: Finance Cost	0.18	0.46
Overheads	91.42	152
Depreciation	2.52	2.35
Provision for Contingencies	(10.38)	(10.22)
Profit before Tax & Exceptional Items	62.21	68.43
Add: Exceptional Items	0.00	0.00
Profit Before T ax	62.21	68.43
Less: Tax Expenses (Including Deferred Tax)	15.07	16.52
Profit After Tax	47.14	51.91
Add: Balance b/d from the previous year	281.20	239.47
Add: Excess Provision For Income Tax	0.00	0.32
Surplus available for Appropriations	328.34	291.70
Appropriations:
Transferred to Special Reserve	9.50	10.50
Additional Provision for Income Tax	0.03	0.00
Balance carried over to Balance Sheet	318.81	281.20

Note: Figures have been regrouped / reclassified / rearranged wherever necessary while preparing the above statement.

BUSINESS OVERVIEW:

• As at 31^st March, 2024, the loan portfolio stood at Rs. 717.25 Lakhs as against Rs. 832.70Lakhs in the previous year de growth of 13.87%. The reason of decrease in the loan book was due to moderate economic growth, risk averseness in the lending environment.

• Profit before tax amounted to Rs. 62.21 Lakhs in the year 2023-24 as against Rs. 68.43 Lakhs in the preceding year.

• Profit after Tax (PAT) amounted to Rs. 47.14 Lakhs in the year 2 3-24 against Rs. 51.91 Lakhs in the previous year.

DIVIDEND:

Your Directors felt it prudent to retain the earnings for the year under review to be ploughed back in business, which shall result in further augmentation of the Companys growth and Shareholders wealth.

CHANGES IN SHARE CAPITAL:

During the year under review, there is no change in share capital of the Company.

BORROWINGS:

Banks and Financial Institutions:

The Company did not avail any fresh credit facility during the year 2023-24. Further the company has nil outstanding credit facilities from Banks and Financial Institutions as at March 31, 2024.

Ratings:

As on March 31, 2024 Company does not have any credit rating.

UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:

Under the provisions of Section 124 and 125 of The Companies Act, 2013 and Rules framed thereunder and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars and amendments thereto, dividends that remain unclaimed for a period of seven years from the date of declaration are required to be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government.

Further as per the provisions of Section 124(6) of The Companies Act, 2013 read with the Investor Education & Protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules 2016, the shares in respect of which the dividend has not been claimed for seven (7) consecutive years are required to be transferred by the Company to the designated Demat account of the IEPF Authority.

As at March 31, 2024 there is no unpaid/unclaimed Dividend and the shares to be transferred to the Investor Education & Protection Fund.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

The composition of Board complies with the requirements of the Companies Act, 2013 (“Act”). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Directors of Board is a member of more than 10 Committees or Chairman of more than 5 committees across all the public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

Neither any of the Director of the Company is holding position as Director in more than 7 listed entities nor any of the Director of the Company serve as an Independent Director in more than 7 listed entities.

As on 31^st March 2024, the Board comprises of the following Directors;

Directors	DIN	No. of Director ship	No. of Committee		Category of Director
			Member (Includingg SRGSFL)	Chairman (Including SRGSFL)
Mr. Vinod K. Jain	00248843	2	0	0	Promoter/ Managing Director
Mrs. Seema Jain	00248706	2	2	0	Promoter/ Whole Time Director
Mr. Nishant Badala	06611795	2	0	3	Independent Director
Mr. Dilip Kumar Singhvi	09240489	1	2	0	Independent Director
Ms. Richa Bhandari	08197563	1	1	0	Non-Executive Director

Committee includes Audit Committee and Stakeholders Relationship Committee across all Public Companies Other directorships exclude foreign companies, private limited companies and Companies under Section 8.

Mr. Dilip Kumar Singhvi has been appointed as independent director in 1 other listed entity with effect from 5^th August 2024

Disclosure of relationship between directors inter-se:

Name of Director	Nature of Relationship
Mr. Vinod K. Jain	Spouse
Mrs. Seema Jain	Spouse

Board Meeting

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 7 times on 25-04-2023, 29-05-2023, 26-07-2023, 28-08-2023, 05-09-2023, 14-11-2023, and 08-03-2024

The details of attendance of each Director at the Board Meetings are given below:

Name of Director	Number of Board Meetings Eligible to attend	Number of Board Meetings attended
Mr. Vinod Kumar Jain	7	6
Mrs. Seema Jain	7	6
Mr. Nishant Badala	7	7
Ms. Richa Bhandari	7	7
Mr. Dilip Kumar Singhvi	7	7

Leave of absence was granted to the Directors as requested.

Independent Directors and Statement on declaration given by Independent Director-

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has two Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of The Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence as laid down in Section 149(6) of The Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR), 2015 Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

A separate meeting of Independent Directors was held on Feb 16, 2024 to review the performance of NonIndependent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

Declaration of Fit & Proper Criteria

All the Directors of the Company have given declaration to the effect that they are Fit & Proper, to be appointed as Director, as per the criteria prescribed by RBI.

Information on Director:

There was no change in the directors during the financial year 2023-24

Mrs. Seema Jain was re-appointed as Whole time Director with effect from 20^th July, 2024 subject to approval of shareholders of the company and she is not liable to retire by rotation.

Mr. Vinod Kumar Jain has been reappointed as the Managing Director of the Company with effect from 24^th June 2024 subject to approval of shareholders of the Company and he is liable to retire by rotation.

Mr. Nishant Badala is retiring from the position of independent director on the completion of his second term as an independent director at the 29^th AGM, Mr. Suresh K Porwal is proposed to appointed as Independent Director with effect from the conclusion of 29^th AGM.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standard, of the person seeking re-appointment as Director are also provided in Notes to the Notice convening the 29^th Annual General meeting.

Information of Key Managerial personnel:

During the year there was a change in the Key Managerial Personnel of the Company. Ms. Vidhi Jain resigned from the post of Company secretary with effect from April 25, 2023 and Ms. Priya Chaplot has been appointed as a Company Secretary cum Compliance Officer of the Company with effect from July 26, 2023.

COMPOSITION OF BOARD COMMITTEES:

AUDIT COMMITTEE

The Committees composition meets with requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirement), Regulations, 2015. Members of the Audit Committee are financially literate and have relevant finance / audit exposure. Chairman of the Audit Committee was present at the previous Annual General Meeting of the Company held on 29^th September, 2023.

Powers and Roles of the Committee:

The Audit Committee assists the board in the dissemination of financial information and in overseeing the financial and accounting processes in the Company. The terms of reference of the audit committee covers all matters specified section 177 of the Companies Act, 2013. The terms of reference broadly include review of internal audit reports and action taken reports, assessment of the efficacy of the internal control systems/ financial reporting systems and reviewing the adequacy of the financial policies and practices followed by the Company. The audit committee reviews the compliance with legal and statutory requirements, the half yearly and annual financial statements and related party transactions and reports its findings to the Board. The committee also recommends the appointment of internal auditor, statutory auditor. The committee also looks into those matters specifically referred to it by the Board.

Meetings:

The audit committee met 04 times during the year on 29-05-2023, 05-09-2023, 14-11-2023, and 08-03-2024. The Composition of Audit Committee and attendance is as mentioned below:

Name of Members	Number of Meetings attended
Mr. Nishant Badala - Chairman	4
Mr. Dilip Kumar Singhvi- Member	4
Ms. Richa Bhandari- Member	4

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been constituted by the Board in compliance with the requirements of Section 178 (5) of the Act.

Terms of reference of the Committee:

The committee met regularly to redress investor grievances like non receipt of dividend warrants, non- receipt of share certificates, etc. The terms of reference of the committee meet with the requirements of SEBI (LODR) Regulations, 2015 and provisions of The Companies Act, 2013.

The chairman of the committee was present at the 28^th AGM to answer shareholder queries.

Investor Grievance Redressal:

SEBI vide Circular Ref: CIR/OIAE/2/2011 dated June 3, 2011 informed the Company that they had commenced processing of investor complaints in a web-based complaints redress system “SCORES”. Under this system, all complaints pertaining to companies are electronically sent through SCORES and the companies are required to view the complaints pending against them and submit Action Taken Report (ATRs) along with supporting documents electronically in SCORES. During the year company did not receive any complaints from investors.

Meetings: The committee met 1 (One) time during the year 2023-24 on 08^th March, 2024.

The composition of the committee and details of attendance is as below:

Name of Members	No. of Meeting attended
Mr. Nishant Badala- Chairman	1
Mr. Dilip Kumar Singhvi- Member	1
Mrs. Seema Jain - Member	1

There are no investor complaint received during the year and no complaint is pending as on 31^st March, 2024. NOMINATION AND REMUNERATION COMMITTEE

The Committees composition meets with the provisions of The Companies Act, 2013.

The role of the Nomination and Remuneration Committee inter alia, includes, Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal; Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees; Evaluate and approve the adequacy of the compensation plans, policies and programs for

Companys Executive Directors, KMP and Senior Management; Recommend appointment and removal of Directors, for approval at the general meeting of shareholders; Carry out evaluation of the performance of the Board and review the evaluations implementation and compliance; Devise a policy on diversity of Board; Develop and recommend to the Board a set of corporate governance guidelines applicable to the Company and monitor compliance with regard to the same. The role and responsibilities of the committee shall include such other items as may be prescribed by the Board in compliance with applicable law from time to time.

Meetings:

During the financial year 2023-24, the committee met 1 (one) times on 26-07-2023.

The details of composition and attendance at the Nomination and Remuneration Committee-

Name of Members	No. of Meeting attended
Mr. Dilip Kumar Singhvi- Chairman	1
Mr. Nishant Badala -Member	1
Ms. Richa Bhandari- Member	1

REMUNERATION POLICY:

The remuneration policy, including the criteria for remunerating non-executive directors is recommended by the nomination and remuneration Committee and approved by the board. The key objective of the remuneration policy is to ensure that it is aligned to the overall performance of the Company. The Companys remuneration policy is directed towards rewarding performance based on review of achievements periodically.

The Companys remuneration policy is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with the existing industry practice. A copy of the said policy is available at the link: http://www.srgfin.com/BestPractices/7/Miscellaneous.

The remuneration Paid to the directors is in line with the remuneration policy of the company.

MATTERS AS PRESCRIBED UNDER SUBSECTIONS (1) AND (3) OF SECTION 178 OF THE COMPANIES ACT, 2013:

The Nomination & Remuneration Committee consists of composition of Non- Executive Directors out of which two are Independent Director and one is Non-Executive Director. The copy of Nomination and Remuneration policy is available at the Website of the Company i.e. www.srgfin.com.

CRITERIA ADOPTED FOR EVALUATION:

Pursuant to the provisions of Section 134(3)(p) the Companies Act, 2013 the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

i. Performance review of all the Non-Independent Directors of the company on the basis of the activities undertaken by them, expectation of board and level of participation;

ii. Performance review of the Executive Directors of the company in terms of level of competence of in steering the company;

iii. The review and assessment of the flow of information by the company to the board and manner in which the deliberations take place, the manner of placing the agenda and the contents therein;

iv. The review of the performance of the directors individually, its own performance as well as evaluation of working of its committees shall be carried out by the board;

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act.

• The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

• The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

Separate meeting of independent director was held to evaluate the performance of non-independent directors, performance of the board as a whole, taking into account the views of executive directors and non- executive directors. Performance evaluation of independent director was done by the entire board, excluding the independent director being evaluated.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to SEBI (LODR) Regulations, 2015, and Circular/ Notifications/Directions issued by RBI from time to time, Report on Management Discussion and Analysis is annexed herewith.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of Section 134 (3) (c) read with Section 134(5) of The Companies Act, 2013, and based on the information provided by the management, your Directors hereby confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed;

b. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of The Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d. The annual accounts of the Company have been prepared on a going concern basis;

e. Internal Financial Controls have been laid down to be followed by the Company and such Internal Financial Controls were adequate and were operating effectively;

f. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report under relevant heading.

In terms of Section 136 of The Companies Act, 2013, the reports and accounts are being sent to the members and others entitled thereto in the prescribed form.

RELATED PARTY TRANSACTIONS:

All contracts / arrangements / transactions entered by the Company with related parties are in the ordinary course of business and on an arms length basis. Your directors draw attention of the Members to Note no. 2 4 to the Financial Statements which sets out related party disclosures.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions, accordingly information is not given in Form AOC-2.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link (http://www.srgfin.com/Admin Pannel/Data Images/Document Uploads/281_RELATED%20PARTY%20TRA NSACTION%20POLICY.pdf)

RISK MANAGEMENT POLICY:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

CORPORATE SOCIAL RESPONSIBILTY POLICY:

Pursuant to the provisions of Section 135 and Schedule VII of The Companies Act, 2013, at present the CSR provisions are not applicable to the Company.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by board. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board and/or to the Managing Director.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of internal auditor, respective heads undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board and/ or to the Managing Director.

AUDITORS:

STATUTORY AUDITOR:

In accordance with provisions of Companies Act, 2013 the current Statutory Auditor M/S Valawat & Associates, Chartered Accountants, (Registration No. 003623C) appointed by the members at the 27^th Annual General Meeting held on September 30, 2022 as the statutory Auditor of the Company for a period of five years upto the conclusion of 32^nd Annual General Meeting.

The Board of Directors places on record its appreciation for the services rendered by M/S Valawat & Associates as the statutory Auditor of the Company.

Pursuant to the provisions of Section 139, 142 and all other applicable provisions of the Companies Act, 2013 and Rules made thereunder, the Board of Directors of the Company on the recommendation of Audit Committee has considered and recommended the appointment of. M/s Valawat & Associates (FRN: 003623C), Chartered Accountant as statutory auditor for a term of five years beginning from the conclusion of 27 ^th AGM till the conclusion of 32nd AGM, subject to approval of members at the ensuing AGM.

The Company has received a confirmation from the said Auditors that they are not disqualified and are eligible to hold the office as Auditors of the Company.

The Statutory Auditors have audited the books of accounts of the Company for the financial year ended March 31, 2024 and have issued the Auditors Report thereon.

The Statutory auditors report annexed to the financial statements for the year under review does not contain any qualifications, reservations or adverse remarks.

The details of remuneration paid by the Company to M/S Valawat & Associates, Chartered Accountants are provided in note no. 23 of the financial statements.

During the year under review, the statutory auditor have not reported and instances of fraud committed in the Company by its officers or employee to the Board/Audit Committee under Section 143(12) of the Companys Act, 2013.

SECRETARIAL AUDITOR:

Mr. Shiv Hari Jalan, Practicing Company Secretary was appointed as the Secretarial Auditor of the Company for the financial year 2023-24 by the Board of Directors pursuant to provisions of The Companies Act, 2013 and Rules there under. Secretarial audit report as provided by Mr. Shiv Hari Jalan, Practicing Company Secretary is annexed to this Report.

QUALIFICATIONS IN AUDIT REPORT:

There are no qualifications, reservations or adverse remarks or disclaimer made:

(a) By the Statutory Auditor in his report; and

(b) By the Company Secretary in Practice in his Secretarial Audit Report.

There is a remark of company secretary appointment - “Ms. Vidhi Jain resigned from the post of Company secretary with effect from April 25, 2023 and Ms. Priya Chaplot has been appointed as a Company Secretary cum Compliance Officer of the Company with effect from July 26, 2023” For this we wish to state that the SEBI notification SEBI/LAD- NRO/GN/2023/131 dated 14^th June 2023, the timeline cannot apply retrospectively and therefore, for a vacancy existing as on the date of notification, a timeline of 3 months from the date of the provision coming into effect should apply.

PARTICULARS OF LOANS, GAURANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, if any, apart from the loans made, guarantee given or security provided by the Company in the ordinary course of business, are given in the Notes to accounts forming part of the Audited Financial Statements for the year ended March 31, 2024.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy:

The Companys operations are not power intensive. Nevertheless, your Company is taking every step to conserve and minimize the use of energy wherever possible such as using energy efficient computer terminals, purchasing energy efficient equipments etc.

(B) Technology absorption:

The Company has imported no technology. Indigenous technology available is continuously upgraded to improve overall performance.

(C) Expenditure incurred on research and development:

The Company has no formal research and development department but the Company is continuously making efforts to strengthen research and development activities to improve quality and reduce cost.

(D) Foreign exchange earnings and Outgo:

During the year under review there was no earnings and outgo in foreign exchange.

REQUIREMENT FOR MAINTENANCE OF COST RECORDS:

Since the Company is Non-Banking Finance Company (NBFC), the Company is not required to maintain cost records as specified by the Central Government under section 148 (1) of the Companies Act, 2013.

EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2024 is available on the Companys website and can be accessed at http://www.srgfin.com/

PARTICULARS OF EMPLOYEES:

As at March 31, 2024, there was no employee employed throughout the year who was in receipt of remuneration of Rs. 1.02 Crores or more per annum or Rs. 8.50 Lakhs or more per month, if employed for the part of the year.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no material changes and commitments affecting financial position of the Company between March 31, 2024 and the date of Boards Report.

CHANGE IN THE NATURE OF BUSINESS:

There are no changes in the nature of Business.

DETAILS RELATING TO DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review. The Company has been granted registration by the Reserve Bank of India, as a non-deposit taking NBFC. Being so, the Company has neither accepted in the past nor has any future plans to accept any public deposits.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

The Company has been following directions, guidelines, circulars issued by SEBI, BSE, MCA, RBI etc. from time to time relating to companies and that there are no significant & material orders passed by these regulators so far.

DISCLOSURES ON MANAGERIAL REMUNERATION:

Details of Managerial remuneration as required under Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with The Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is given as Annexure to this report.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE where the Companys Shares are listed.

INVESTOR COMPLAINTS AND COMPLIANCE:

During the year company has not received any investor complaints and that as on date no complaints are pending. EARNINGS PER SHARE (EPS):

The Earnings Per Share (EPS) is Rs. 0.88 as at March 31, 2024 as against Rs. 0.97 as at March 31, 2023.

CAPITAL ADEQUACY:

Your Companys capital adequacy ratio was 112.83 as on 31st March, 2024 (previous year 102.30%).

VIGIL MECHANISM:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company www.srgfin.com.

NON-PERFORMING ASSETS AND PROVISIONS FOR CONTINGENCY:

Your Company adhered to the prudential guidelines for Non-performing Assets (NPAs), issued by Reserve Bank of India, as amended from time to time. As per the prudential norms, the income on such NPAs is not to be recognized if unrealized.

As per the prudential norms prescribed by the Reserve Bank of India, the Company has made provision for contingencies on standard as well as non-performing assets.

DECLARATION UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

As required under the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder, the Company has implemented a policy on Sexual Harassment of Women at Workplace. An internal complaint committee has been set up to receive complaints, investigate matter and report to the management.

An Internal Committee has been constituted to receive complaints, investigate matter and report to the management. Pursuant to the provisions of Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the complaints received thereunder and the details relating thereto are as follows:

a. Number of complaints pending at the beginning of the year: Nil

b. Number of complaints received during the year: Nil

c. Number of complaints disposed of during the year: Nil

d. Number of cases pending at the end of the year: Nil

Your directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your directors further

state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

i. Equity Shares with differential rights as to dividend, voting or otherwise;

ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

iii. Annual Report and other compliances on Corporate Social Responsibility;

iv. There is no revision in the Board Report or Financial Statement;

v. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future

vi. Information on subsidiary, associate and joint venture companies

PUBLIC DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review. The Company has been granted registration by the Reserve Bank of India, as a non-deposit taking NBFC. Being so, the Company has neither accepted in the past nor has any future plans to accept any public deposits.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

LOANS AND ADVANCES IN THE NATURE OF LOANS TO FIRMS/COMPANIES IN WHICH DIRECTORS ARE INTERESTED BY NAME AND AMOUNT:

There are no loans and advances in the nature of loans to firms/companies in which directors are interested. DISCLOSURE UNDER RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014:

During the year under review the Company has not made any application nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016. Further there were no instances of one-time settlement for any loans taken from the Banks or Financial Institutions.

REGULATORY COMPLIANCES

The Company is in compliance with applicable Circulars, Notification and Guidelines issued by the RBI from time to time.

Your Company is also in compliance with the applicable provisions of the Companies Act, 2013 and rules thereunder, Secretarial Standards, SEBI LODR Regulations and other applicable statutory requirements. For more details regarding compliances, please refer the Secretarial Audit Report enclosed to this report

A NOTE OF APPRECIATION:

Your Directors of the Company place on record their appreciation for the advice, guidance and support given by various regulatory authorities including the Reserve Bank of India (RBI), Securities and Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA), Stock Exchange (BSE), Depositories (NSDL & CDSL). The Directors would also like to acknowledge the role of all its stakeholders - shareholders, borrowers, key partners for their continuing support to the Company. Directors also record their appreciation for the dedicated services of the employees and their contribution to the growth of the Company. The Board would also like to express its sincere appreciation to all the Companys valued Shareholders, Registrar & Share Transfer Agent, Rating agencies, local/ statutory authorities, Service Providers and Counselors for their continued support and patronage.

Best Wishes

Vinod K. Jain	Seema Jain
Managing Director	Director
DIN: 00248843	DIN:00248706
Date:- 04-09-2024
Place: - Udaipur