Sera Investments & Finance India Ltd Directors Report

Note: Previous years figures have been regrouped/ reclassified wherever necessary to correspond with the current years classification / disclosure.

The Financial Statements of the Company are prepared in accordance with Indian Accounting Standards (IND AS) including the Rules notified under the relevant provisions of the Companies Act, 2013, forms part of the Annual Report and Accounts.

On Standalone basis, for the Financial Year ended March 31, 2025, your Company earned Profit Before Tax of Rs. 28,132.15 thousand as against profit of Rs. 193,328.39 thousand in the previous Financial Year ended March 31, 2024. The Profit after Tax for the Financial Year ended March 31,

2025 was Rs. 26,834.32 thousand as against profit of Rs. 178,701.90 thousand in the previous Financial Year.

The Standalone basic and diluted EPS of the Company stood at Rs. 0.41 for the Financial Year ended March 31, 2025 as against Rs. 3.49 for the Financial Year ended March 31, 2024.

On Consolidated basis, for the Financial Year ended March 31, 2025, your Company earned Profit Before Tax of Rs. 25,979.86 thousand. The Profit after Tax for the Financial Year ended March 31, 2025 was Rs. 25,287.58 thousand.

The Consolidated basic and diluted EPS of the Company stood at Rs. 0.39 for the Financial Year ended March 31, 2025.

The Company had paid a final dividend of Rs. 0.10/- per equity share (i.e. 5% on the Paid up Equity Share Capital) of face value of Rs. 2/- each fully paid up for F.Y. 2023-24. With this, the total dividend for the Financial Year 2023-24 was Rs. 0.10/- per share.

The Board of Directors has not recommended any dividend for the financial year 2024-25.

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, as the Company is not coming under the limit of top 1000 listed Companies on basis of Market capitalization thus it is not required to prepare Dividend Distribution policy.

Under Section 45-IC (1) of Reserve Bank of India (RBI) Act, 1934, non-banking financial companies (NBFCs) are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. The amounts transferred to General Reserve, Statutory Reserve and Securities Premium Account are mentioned in the Financial Highlights under the heading Appropriations.

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

Subject to the applicable Provisions of the Companies Act, 2013 read with various Circulars and notifications issued from time to time, all documents, including the notice and Annual Report will be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members.

Going forward, the country is likely to remain the worlds fastest-growing major economy on the back of growing demand, moderate inflation, stable interest rate regime and robust foreign exchange reserves. The economy is poised to achieve nearly 7% growth in FY 2025-26. The catalysts for this projected growth are likely to be robust domestic demand, private consumption and investment, and Government reforms and initiatives implemented over the past decade.

India continues to solidify its position as the worlds fastest-growing major economy, driven by resilient domestic fundamentals and strategic policy initiatives. As we enter FY 2025-26, the economic landscape is expected to remain favourable, supported by sustained private consumption, rising capital investments, and a stable macroeconomic environment.

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

During the year, your Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Companies Act, 2013 and the Rules framed there under to the extent notified and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

The state of the Company affairs forms an integral part of Management Discussion and Analysis Report is furnished in "Annexure-D" and is attached to the report.

The Company has undertaken an audit for the Financial Year 2024-25 for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Ms. Megha Kamal Samdani, Proprietor of M/s. M K Samdani & Co, Practising Company Secretaries has been submitted to the Stock Exchanges and is annexed at "Annexure B" to this Boards Report.

During the financial year 2024-25 a Company in the name of, "Sera Capital Services Private Limited" was incorporated as wholly owned subsidiary of your company Sera Investments & Finance India Limited. Further, Sera Investments & Finance India Limited has acquired 99.21% stake in "Sera Code Private Limited" and with such acquisition Sera Code Private Limited has become a Subsidiary of the Company. Thus, as on 31^st March, 2025 the Company has two subsidiary companies.

There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries in Form AOC-1 is attached to the director report of the Company in "Annexure A".

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*Mr. Vipul Shirish Sheth (DIN: 01644188) had resigned from the office of Non-Executive Independent Director of the Company w.e.f. March 25, 2025.

** Mrs. Barkha Balkrushnan Deshmukh (DIN: 08562935) had resigned from the office of NonExecutive Independent Director of the Company w.e.f. March 04, 2025.

*** Mr. Kaival Niteshkumar Shah (DIN: 11019174) has been appointed as an Additional Director under the Category of the Independent Director of the Company w.e.f. March 25, 2025 # Mr. Bharat Balachandran (DIN:00815548) was appointed as an Additional Director under the Category of the Independent Director of the Company w.e. f. March 04, 2025 and has resigned from the office w.e.f. May 08, 2025.

## Mrs. Sangeeta Amit Khyani has resigned from the office of Company Secretary and Compliance Officer of the Company w.ef. April 04, 2025.

### Mr. Nishith Trivedi (DIN: 10332082) had resigned from the office of Non-Executive Independent Director of the Company w.e.f. August 11, 2025.

**** Mr. Saurabh Shah has been appointed as an Additional Director under the category of Independent Director of the Company w.e.f. 04th September, 2025.

*****M/s Ishita Dhariya has been appointed as the Company Secretary and Compliance Officer of the Company w.ef. June 30, 2025, and Resigned on 04^th September, 2025.

#### Mr. Tapesh Sharma has been appointed as the Company Secretary and Compliance Officer of the Company w.ef. September 04, 2025

Mrs. Shweta Samir Shah (DIN: 03082967), Managing Director of the Company will retire by rotation at the ensuing 40^th AGM and being eligible, offers herself for re-appointment. The Board of Directors in its meeting held on May 05, 2024 based on the recommendation of Nomination and Remuneration Committee recommended to the Members re-appointment of Mrs. Shweta Samir Shah as director of the Company retiring by rotation.

The necessary resolutions for re-appointment of Mrs. Shweta Samir Shah as director retiring by rotation together with requisite disclosures are set out in the Notice of the 40^th AGM. The Board recommends to the Members passing of the said resolutions.

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

The Board, the Committees of the Board and independent directors continuously strive for efficient functioning of Board and its committees and better corporate governance practices. A formal performance evaluation was carried out by the Board of Directors where the Board made an annual evaluation of its own performance, the performance of Directors individually as well as the evaluation of the working of its various Committees for the Financial Year 2024-25 on the basis of performance criteria. The Board expressed its satisfaction with the evaluation process. The observations made during the evaluation process were noted and based on the outcome of the evaluation and feedback of the Directors, the Board and the management agreed on various action points to be implemented in subsequent meetings.

The Independent Directors met on March 31, 2025 without the presence of other directors or members of Management.

All the Independent Directors were present at the meeting. In the meeting, the Independent Directors reviewed performance of Non-Independent Directors, the Board as a whole and Chairman. They assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board. The Independent Directors expressed satisfaction over the performance and effectiveness of the Board, individual Non-Independent Directors and the Chairperson.

8 (Eight) Board Meetings were held during the Financial Year 2024-25. The details of the Board and various Committee meetings are given in the Corporate Governance Report.

The management of the Company is immensely benefitted from the guidance, support and mature advice from members of the Board of Directors who are also members of various committees. The Board consists of directors possessing diverse skill, rich experience to enhance quality of its performance. The Company has adopted a Policy on Board Diversity formulated by the Nomination and Remuneration Committee. The Companys Remuneration Policy is framed for remuneration of Directors (Executive and Non-Executive), Key Managerial Personnel and Senior Management Personnel in line with the requirement of the Section 178 of the Act, Regulation 19 read with Part D of Schedule II to the Listing Regulations and Master Direction - Reserve Bank of India (NonBanking Financial Company - Scale Based Regulation) Directions, 2023. These Policies are available on the Companys website at www.serafinances.com. The Company has also formulated policy on Succession Planning for Directors and Key Managerial Personnel for continuity and smooth functioning of the Company.

The Board of Directors, on recommendation of Nomination and Remuneration Committee, approved changes in the key managerial personnel as a part of periodical review of their role, function and responsibility and to meet organizational needs.

During the year under review and upto the date of this report, following changes took place in the directors and key managerial personnel of the company.

• Mr. Vipul Shirish Sheth (DIN: 01644188) had resigned from the office of Non-Executive Director of the Company w.e.f. March 25, 2025.

• Mrs. Barkha Balkrushnan Deshmukh (DIN: 08562935) had resigned from the office of NonExecutive Director of the Company w.e.f. March 04, 2025.

• Mr. Kaival Niteshkumar Shah (DIN: 11019174) has been appointed as an Additional Director under the Category of the Independent Director of the Company w.e.f. March 25, 2025

• Mr. Bharat Balachandran (DIN:00815548) was appointed as an Additional Director under the Category of the Independent Director of the Company w.e.f. March 04, 2025 and has resigned from the office w.e.f. May 08, 2025.

• Mrs. Sangeeta Amit Khyani has resigned from the office of Company Secretary and Compliance Officer of the Company w.ef. April 04, 2025.

• Mr. Amar Bhadur Rajpurohit (DIN: 11096288) has been appointed as an Additional Director under the Category of the Executive Director of the Company w.e.f. May 08, 2025

• Mr. Pankaj Sharma (DIN: 11096288) has been appointed as an Additional Director under the Category of the Independent Director of the Company w.e.f. May 08, 2025

• Mr. Saurabh Shah (DIN: 09212113) has been appointed as an Additional Director under the Category of the Independent Director of the Company w.e.f. September 04, 2025

• Ms. Ishita Dhariya has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. June 30, 2025

• Ms. Ishita Dhariya has resigned from the office of Company Secretary and Compliance Officer of the Company w.ef. September 04, 2025

• Mr. Tapesh Meghraj Sharma has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. September 04, 2025

The following persons continued as Key Managerial Personnel ("KMP") of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Shweta Samir Shah, Managing Director

2. Mr. Sagar Samir Shah, Whole-Time Director

All the Directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under Chapter XI of Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023, and that they are not disqualified from being appointed/re-appointed/continuing as Director in terms of Section 164(1) and (2) of the Act.

As required under the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board of Directors has (a) Audit Committee (b) Nomination and Remuneration Committee and (c) Stakeholders Relationship Committee. A detailed note on the composition of the Committees, role and responsibilities assigned to these Committees etc., the details of which are furnished in the Report on Corporate Governance that forms part of this Annual Report.

The Independent Directors of your Company often meet before the Board Meetings without the presence of the Chairman of the Board or the Managing Director or the Executive Director or other Non-Independent Directors or Chief Financial Officer or any other Management Personnel.

These Meetings are conducted in an informal and flexible manner to enable the Independent Directors to discuss matters pertaining to, inter alia, review of performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairman of the Company (taking into account the views of the Executive and Non-Executive Directors), assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

One Meeting of Independent Directors was held on March 31, 2025 during the year and this meeting was well attended by all the Independent Directors of the Company.

Pursuant to the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and belief, 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) 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 the year ended on that date;

(iii) 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 fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis;

(v) The Company had followed the internal financial controls laid down by the directors and that such internal financial controls are adequate and were operating effectively; and; and

(vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

During the year under review, the Company has not borrowed an unsecured loan from any of the Directors of the Company.

Your Company has complied with the various requirements prescribed under the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 within the specified timelines. The Company continues to comply with the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 and all the applicable laws, regulations, guidelines, etc. prescribed by RBI from time to time.

The matters related to Auditors and their Reports are as under:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the present Auditors of the Company are M/s. Ashit N. Shah & Co. & Associates, Chartered Accountants, having registration number FRN No. 100624W who were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 40^th Annual General Meeting of the Company.

The Board has recommended the appointment of M/s S D P M & Co., Chartered Accountants, having registration number FRN No. 126741W as the statutory auditors of the Company, for a term of five consecutive years, from the conclusion of the 40^th Annual General Meeting scheduled to be held in the year 2025 till the conclusion of the 45^th Annual General Meeting to be held in the year 2030, for approval of shareholders of the Company, based on the recommendation of the Audit Committee.

They have confirmed their eligibility and qualifications required under the Act for holding office as Auditor of the Company.

During the financial year 2024-25, no frauds have either occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time). Therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with the financial statements in this Annual Report.

It is to be noted that Audit Report given by the Auditor is unqualified.

As the cost audit is not applicable to the Company, therefore the Company has not appointed the Cost Auditor pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.

Further, maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records are not made and maintained,

The Board of Directors has on the recommendation of Audit Committee, and pursuant to the provision of Section 138 of the Companies Act 2013, has appointed Mr. Amit Uttamchandani, Proprietor of M/s. Amit Uttamchandani & Associates, as an Internal Auditor of the Company.

Pursuant to the Provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of M/s. M K Samdani & Co, Firm of Practicing Company Secretaries, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2025. The Secretarial Audit Report for the financial year ended March 31, 2025 in Form No. MR - 3 is attached as "Annexure C" to this report. The said report contains observation or qualification certain observation and qualification which are mentioned here in under.

Mrs. Sangeeta Amit Khyani has been appointed as Whole Time Company Secretary and Compliance Officer of the company. However, she resigned from the office of Company Secretary and Compliance Officer of the company w.e.f. April 04, 2025. Post her resignation, Ms. Ishita Dhariya has been appointed as Whole Time Company Secretary and Compliance Officer of the company w.e.f June 30, 2025.

The Authorized share capital of the Company Rs. 14,00,00,000 consisting of 7,00,00,000 Equity Shares of Rs. 2/- each.

The issued, subscribed and paid up Equity Share Capital of the Company as on March 31, 2025 stood at Rs. 13,00,00,000/- consisting of 6,50,00,000 Equity Shares of Rs. 2/- each.

During the year under review, the Company has not issued any Equity Shares. However, during previous year 2023-24 the Company had issued and allotted 2,00,00,000 (Two Crores) Fully Convertible Warrants ("Warrants) each convertible into, or exchangeable for 1 (one} fully paid-up equity share of the Company having face value of Rs. 2/- (Rupees Two Only) ("Equity Share") each at an issue price of Rs. 13.50/- per Warrant including Premium of Rs. 11.50/- each on preferential basis which was approved by the members in their Extra Ordinary General Meeting of held on November 10, 2023.

Further, the Company had allotted 1,50,00,000 (One crores Fifty Lacs only) Equity Shares of the Company at a price of Rs. 13.50/- per share including Premium of Rs. 11.50/- per share upon conversion of 1,50,00,000 warrants as earlier issued and allotted on preferential basis to Promoter and Non-Promoter Group under the terms of SEBl (Issue of Capital & Disclosures Requirement) Regulation, 2018 which was approved by the Board of Directors of the Company in their meeting held on March 02, 2024.

As on 31^st March, 2025, there are 50,00,000 convertible warrants are still pending for conversion into Equity shares.

i. the steps taken or impact on conservation of energy: Nil

ii. the steps taken by the company for utilizing alternate sources of energy: None

iii. the capital investment on energy conservation equipments: Nil

i. the efforts made towards technology absorption: None

ii. the benefits derived like product improvement, cost reduction, product development or import Substitution: None

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-Nil

a) The details of technology imported: None

b) The year of import: N.A.

c) Whether the technology been fully absorbed: N.A.

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A

e) The expenditure incurred on Research and Development: Nil

i. Foreign Exchange Earning: Nil

ii. Foreign Exchange Outgo: Nil

The loan made, guarantee given or security provided in the ordinary course of business by a NonBanking Financial Company registered with Reserve Bank of India are exempt from the applicability of provisions of Section 186 of the Act. As such, the particulars of loans and guarantee have not been disclosed in this Report.

During the year under review, the Company has invested surplus funds in various securities in the ordinary course of business. For details of the investments of the Company, refer to Note 8 i.e. Investments of the financial statements.

The Company has in place a robust process for approval of Related Party Transactions and on Dealing with Related Parties.

As required under the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 and Listing Regulations, the policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is uploaded on the Companys website at www.serafinances.com.

All Related Party Transactions entered during the year were in the ordinary course of business and on arms length basis.

The Company has not entered into Related Party Transactions falling under the purview of Section 188 of the Companies Act, 2013 and therefore, disclosure in Form AOC-2 is not applicable to your Company.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. None of the Directors has any pecuniary relationship or transaction vis-a-vis the Company save and except the payment of sitting fees and commission paid to Independent Directors, remuneration to Directors apart from transactions in the ordinary course of business and on arms length basis at par with any member of general public. The Company did not advance any loans to any of its Directors. The details of the transactions with Related Parties are provided in the Note 26 i.e. Related Party Disclosures to the Financial Statements.

Pursuant to the Provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at March 31, 2025 is hosted on your Companys website at www.serafinances.com.

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

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas/activities as mandated by applicable regulations, which

concern the Company and need a closer review. The composition and terms of reference of all the Committees are in compliance with the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as applicable. During the year, all the recommendations made by the respective Committees were accepted by the Board. All observations, recommendations and decisions of the Committees are placed before the Board for information or for approval.

The Company have Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee, the details of which are furnished in the Report on Corporate Governance that forms part of this Annual Report.

The Company has complied with the mandatory requirements as stipulated under the SEBI Regulations as and when applicable from time to time. The Company is regular in submitting and complying with all the mandatory and event-based disclosures and quarterly compliance report to the stock Exchange as per SEBI Regulations within the prescribed time limit.

SEBI vide its Notification dated May 05, 2021 had amended Regulation 34 of the Listing Regulations, wherein SEBI has mandated that Business Responsibility Report ("BRR") shall be discontinued after the Financial Year 2021-22 and thereafter, with effect from the Financial Year 2022-23, the Top 1,000 listed entities based on market capitalization shall submit a Business Responsibility and Sustainability Report ("BRSR") in the format as specified by SEBI from time to time. As your Company is not covered in the list of 1000 listed entities based on market capitalization, the Business Responsibility Report ("BRR") is not applicable to your Company.

The Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the Companies and has issued Circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its members.

As a responsible corporate citizen, the Company welcomes and supports the Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report, amongst others, to shareholders at their e-mail address previously registered with the DPs and RTAs.

Shareholders who have not registered their e-mail addresses so far are requested to do the same. Those holding shares in demat form can register their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with the RTA.

Pursuant to Regulation 34(2)(e) read with Paragraph B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, the detailed Managements Discussion and Analysis Report is given as an "Annexure -D" to this report.

The Companys Whistle Blower policy provides a mechanism under which an employee/director of the Company may report unethical behaviour, suspected or actual fraud, violation of code of conduct and personnel policies of the Company. The Vigil Mechanism ensures standards of professionalism, honesty, integrity and ethical behaviour. The Whistle Blower Policy/Vigil Mechanism is uploaded on the Companys website: www.serafinances.com.

The objective of the said policy is to provide a channel to the employees and Directors of the Company and explain them, the detailed process for raising concerns or report any improper activity

resulting in violation of Laws, Rules, Regulations or Companys policies, standards, values or code of conduct, insider trading violations etc. by any of the employees, customers, vendors and investors, addressing the concerns and reporting to the Board. The policy allows direct access to the Chairperson of the Audit Committee.

During the financial year ended March 31, 2025, no Whistle Blower complaints were received from the employees and Directors of the Company. Further, no employee or Director was denied access to the Audit Committee or its Chairman.

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. Your Company has in place a robust policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Committee (IC) has been set up to redress complaints received regarding sexual harassment. It provides a safe haven to all women, including its regular, outsourced employees and visitors.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with respect to Financial Year 2024-25 is as under:

a. Number of complaints pending at the beginning of the financial year - Nil

b. Number of complaints filed during the financial year - Nil

c. Number of complaints disposed of during the financial year - Nil

d. Number of complaints pending as on end of the financial year - Nil

Your Company has distinct and efficient Internal Control System in place. It has a clearly defined organizational structure, manuals and standard operating procedures for its business units and service entities to ensure orderly, ethical and efficient conduct of its business. The Companys internal control system ensures efficiency, reliability, completeness of accounting records and timely preparation of reliable financial and management information. It also ensures compliance of all applicable laws and Regulations, optimum utilization and safeguard of the Companys assets.

Your Company has in place adequate internal financial controls which commensurate with the size, scale and complexity of its operations. These controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance note on Audit of Internal Financial Controls over financial reporting issued by the Institute of Chartered Accountants of India. Based on the results of such assessments carried out by the management, no reportable or significant deficiencies, no material weakness in the design or operation of any control was observed. Nonetheless, your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, Regular audits and review processes ensure that such systems are re-enforced on an ongoing basis.

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

No significant and material order was passed by regulators or courts or tribunals impacting the going concern status and companys operations in future.

The Company has no employees, who draws the remunerations in excess of limits specified in Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act and the Rules framed thereunder is enclosed as "Annexure E" to this report.

The Companys Risk Management Policy deals with identification, mitigation and management of risks across the organization. This has been dealt with the Management Discussion and Analysis annexed to the Annual Report. The Companys well-defined organizational structure, documented policy guidelines, defined authority matrix and internal financial controls ensure operational effectiveness, reliability of financial data and compliance with applicable laws, regulations and Companys policies.

The financial control framework includes internal controls, delegation of authority procedures, segregation of duties, system access controls, and document filing and storage procedures. The Internal Auditor ensures the continued effectiveness of the Companys internal control system. The Audit Committee reviews internal financial control reports prepared by the internal auditor. The Company has framed risk based internal audit policy as part of its oversight function. The objective of risk based internal audit review is to identify the key activities and controls in the business processes, review effectiveness of business processes and controls, assess the operating effectiveness of internal controls and provide recommendations for business process and internal control improvement.

The Company has substantially and materially complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time.

Pursuant to Schedule V to the Listing Regulations, the following Reports/ Certificates form part of the Annual Report:

• the Report on Corporate Governance as "Annexure-F";

• Certificate from Practicing Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations as "Annexure-G"

• the Certificate duly signed by the Managing Director & Chief Financial Officer on the Financial Statements of the Company for the year ended March 31, 2025 as "Annexure-I";

The Members of the Board of the Company are afforded many opportunities to familiarise themselves with the Company, its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Executive Directors and Senior Management provide an overview of the operations and familiarize the new Non-Executive Directors on matters related to the Companys values and commitments. They are also introduced to the organization structure, constitution of various committees, board procedures, risk management strategies, etc.

All the details shall be accessible to all the Directors which, inter alia, contains the following information:

• Roles, responsibilities and liabilities of Independent Directors under the Companies Act, 2013 and the Listing Regulations;

• Annual Reports;

• Code of Conduct for Directors;

• Terms and conditions of appointment of Independent Director;

Pursuant to Regulation 25(7) of the Listing Regulations, the Company imparted various familiarization programmes for its directors including periodic review of Investments of the Company, Regulatory updates, Industry Outlook, Business Strategy at the Board Meetings and changes with respect to the Companies Act, Taxation and other matters, Listing Regulations, Framework for Related Party Transactions, etc.at the Audit Committee Meetings. The details as required under Regulations 46 and 62(1A) of the Listing Regulations are available on the website of your Company at www.serafinances.com.

In compliance with the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder, the Company has framed a CSR Policy. The Board of Directors approved the CSR spending to be done for the development of nearby areas of Ahmedabad.

All the Independent Directors of the Company have given declaration/disclosures under section 149(7) of the Act and Regulation 25(8) of the Listing Regulations and have confirmed that they fulfill the independence criteria as specified under section 149(6) of the Act and Regulation 16 of the Listing Regulations and have also confirmed that they are not aware of any circumstance or situation, which exist or maybe reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

Further, the Board after taking these declarations/ disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management.

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives ("Code") as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in the Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Companys obligation to maintain a structured digital database ("SDD"), mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. To increase awareness on the prevention of insider trading in the organisation and to help the Designated Persons to identify and fulfill their obligations, regular trainings have been imparted to all designated persons by the Company.

During the year under review, there have been no frauds reported by the Statutory Auditors of the Company under sub-section (12) of Section 143 of the Act.

No Application against the Company has been filed or is pending under the Insolvency and Bankruptcy code, 2016; hence the requirement to disclose the details of application made or any

proceeding pending under the Insolvency and Bankruptcy code, 2016 during the year alongwith their status as at the end of the financial year is not applicable.

No such instance of One-time settlement or valuation was done while taking or discharging loan from the Banks/Financial Institutions occurred during the year.

During the financial year 2024-25,

• Disclosures pursuant to RBI Master Directions, unless provided in the Directors Report form part of the notes to the standalone financial statements and Report on Corporate Governance.

• The Company has not issued any shares with differential voting rights;

• There was no revision in the Financial Statements;

• The Company has not issued any Sweat Equity Shares;

• The Company is not having any Employee Stock Option Scheme under Section 62(1) of the Act and SEBI (Share Based Employee Benefits) Regulations, 2014.

• The equity shares of the Company were not suspended from trading during the year on account of corporate actions or otherwise.

• The provision of Section 148 of the Act relating to maintenance of cost records and cost audit are not applicable to the Company.

• The Company has not defaulted in repayment of loans from banks and financial institutions.

• The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings, General Meetings and Dividend.

• There was no change in the nature of business of the Company.

The following are the enclosures attached herewith and forms part of the Directors Report:

a. Annexure A: Form AOC-1

b. Annexure B: Annual Secretarial Compliance Report;

c. Annexure C : Secretarial Auditors Report in Form No. MR-3;

d. Annexure D: Management Discussion and Analysis Report (MDAR);

e. Annexure E: Details of personnel/particulars of employees;

f. Annexure F: Corporate Governance Report

g. Annexure G: Certificate of Corporate Governance

h. Annexure H: Certificate of Non-Disqualification of Directors

i. Annexure I : MD/CFO Certificate

The Board takes this opportunity to express its sincere appreciation for the excellent patronage received from the Banks and Financial Institutions and for the continued enthusiasm, total commitment, dedicated efforts of the executives and employees of the Company at all levels. We are also deeply grateful for the continued confidence and faith reposed on us by all the Stakeholders.

306, 3^rd Floor, Ashirwad Paras-1, Near Kanti Bharwad PMT, Opposite Andaj Party Plot,

S.G. Highway, Makarba, Ahmedabad-380051, Gujarat

Place: Ahmedabad Date: September 05, 2025