SG Finserve Ltd Management Discussions

THE MICRO, SMALL & MEDIUM ENTERPRISES (MSME) SPACE

SGFL is accredited with CRISIL AA rating for its long-term debt and an A1+ for its short-term debt & commercial paper, making it a strong and reliable 3nancial institution. At SGFL, we are laser focused on empowering SMEs and helping them break new boundaries. Our Team of experienced corporate professionals help us achieve our goal of leading India into a new dawn of 3nancial maturity.

HUMAN RESOURCE

New HR portal: The launch of HROne software in one platform incorporates multiple HR functionalities covering all the aspects of employee life-cycle. The "HROne" across various employee transactions made it simple to use, navigate, transition, and learn. HROne has been updated in the mobile application for employees to manage self and team member activities without having to log into the web portal and get the latest organisation level updates and announcements on the go. Easy to use application, enhanced features for engagement, user friendly interface and rigorous adoption sponsored with strong support from HR team resulted in 100% of employees using the mobile application.

In line with our endeavour to promote employee centricity, dynamic employee transitions were accompanied by policies which promoted learning, career development, 3exibility, and growth opportunities, promotion of employee wellbeing, building an inclusive culture, excellence in delivery and driving high performance standard. Number of employees employed as on March 31, 2023 stood at 33.

FINANCIAL PERFORMANCE

*Provision on Standard Assets

Apotheosis of the overall performance for FY23 was the quality and Nil delinquency maintained all through. As a team, we continuously strive & keep focus on building a robust and long standing quality portfolio keeping delinquencies to minimal levels.

MANAGEMENT, DISCUSSION & ANALYSIS

OTHER HIGHLIGHTS OF THE PORTFOLIO INCLUDE THE FOLLOWING:

INTERNAL CONTROL & ITS ADEQUACY At SG Finserve, the internal control procedures include internal 3nancial controls, ensuring compliance with various policies, practices, and statutes considering the organisations growth and complexity of operations. The framework constantly monitors and assesses all aspects of risks associated with current activities and corporate pro3les, including development risks, and commercial and 3nancial risks.

The Company has put management reporting and internal control systems in place that enables it to monitor performance, strategy, operations, business environment, organisation, procedures, funding, risk, and internal control.

The internal auditors carry out extensive audits throughout the year across all functional areas and submit their reports to the Audit Committee.

RISK MANAGEMENT

The Company has adopted a comprehensive and integrated risk appraisal, mitigation and management process. The risk mitigation measures of the Company are placed before the Board periodically for review and improvement.

CAUTIONARY STATEMENT

THIS DOCUMENT CONTAINS STATEMENTS ABOUT EXPECTED EVENTS AND FINANCIAL AND OPERATIONAL RESULTS OF THE COMPANY WHICH ARE FORWARD-LOOKING. BY THEIR NATURE, FORWARD-LOOKING STATEMENTS REQUIRE THE COMPANY TO MAKE ASSUMPTIONS AND ARE SUBJECT TO INHERENT RISKS AND UNCERTAINTIES. THERE IS A SIGNIFICANT CHANCE THAT THE ASSUMPTIONS, PREDICTIONS AND OTHER FORWARD-LOOKING STATEMENTS MAY NOT PROVE TO BE ACCURATE. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON FORWARD-LOOKING STATEMENTS AS A NUMBER OF FACTORS COULD CAUSE ASSUMPTIONS, AND ACTUAL RESULTS AND EVENTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED HERE.

BOARDS Dear Members,

Your directors have pleasure in presenting the Twenty Ninth (29^th) Annual Report, REPORT together with the Audited Financial Statement of the Company for the Financial

Year ended March 31, 2023 ("FY 2023").

FINANCIAL PERFORMANCE

A Summary of the Companys Financial Performance for the FY 2023 is as follows:

RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of the business during the year under review. The Company continues to undertake NBFC activities.

RBI REGULATIONS

Your Company continues to comply with all the Regulations issued by the Reserve Bank of India to the extent as applicable to the Company.

DIVIDEND

Keeping in view the need to augment the resources of the company for future, your directors do not recommend the payment of dividend for the FY 2022-23.

LISTING OF SECURITIES

The Equity shares of the Company are presently listed on BSE Limited. The Annual listing fees for the FY 2023-24 have been paid to the BSE Limited.

ANNUAL RETURN

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return, as required under Section 92 of the Act for the financial year 2022-23, is available on the Companys website at www.sgfinserve.com

MANAGEMENTS DISCUSSION AND ANALSYS

Management discussion and analysis report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in a separate section forming part of the Annual Report.

OVERVIEW OF INDIAN ECONOMY FY 2022-23

Industry Overview

The world seems to be recovering from the aftermath of the challenges posed in the last few years. Overall despite the challenges, India has emerged as a bright spot in terms of economic growth amidst an outlook of global slowdown. Recently, The World Bank has reported that India is better positioned to navigate global headwinds and handle global spillovers, as compared to other major emerging economies. The uptick in demand during the festive season is another reason which makes us optimistic.

A large number of our population remains largely unfamiliar with technology and face unique challenges in financial literacy. When it comes to serving the underbanked, Indian NBFCs and fintechs are leveraging technology and innovation to drive the financial inclusion agenda.

Over the past few years, Non-Banking Financial Companies (NBFCs) have played a prominent role in the Indian financial system. They provide financial inclusion to the underserved section of the society that does not have easy access to credit. NBFCs have revolutionized the Indian lending system and have efficiently leveraged digitization to drive efficiency and provide customers with a quick and convenient financing experience. The plethora of services include vehicle financing, MSME financing, home financing, microfinance and other retail segments. The Government has consistently worked on the governance measures to strengthen the systemic importance of the NBFCs. As of February 28, 2023 there were approximately 9,471 NBFCs registered with Reserve Bank of India (RBI), of which 40 deposit accepting NBFCs.

PUBLIC DEPOSITS

The Company has not invited or accepted any public deposit during the year under review.

DIVIDEND DISTRIBUTION POLICY

Pursuant to the provisions of regulation 43A of the SEBI Listing Regulations, the Company had formulated a dividend distribution policy, which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and/or retaining profit earned. The policy is available on the website of the Company at3 www.sgfinserve.com

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Pursuant to amendment in Listing Regulations, top 1,000 listed entities based on market capitalisation are required to submit BRSR with effect from the FY2022-2023. As the Company has come into the top 1000 companies as per the market capitalization data of BSE Limited as on March 31, 2023, the mandatory submission of BRSR shall be applicable to company from the FY 2023-24 onwards. Accordingly, the company shall submit the BRSR along with next years Annual Report.

TRANSFER OF RESERVES

CHANGES IN SHARE CAPITAL

The company has not issued shares with differential voting rights, sweat equity shares & bonus Shares.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans in ordinary course of its business, is exempt from complying with the provisions of section 186 of the Act with respect to loans, guarantees and investments. Accordingly, the Company is exempted from complying with the requirements to disclose in the financial statement the full particulars of the loans given, investment made or guarantee given or security provided.

PARTICULARS OF REMUNERATION

Disclosure of ratio of the remuneration of the Executive Director to the median remuneration of the employees of the Company and other requisite details pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed to this report as Annexure ‘A. Further, particulars of employees pursuant to Rule 5(2) & 5(3) of the above Rules form part of this report. However, in terms of provisions of section 136 of the said Act, the report and accounts are being sent to all the members of the Company and others entitled thereto, excluding the said particulars of employees. Any member interested in obtaining such particulars may write to the Company Secretary/Compliance Officer. The said information is available for inspection at the registered office of the Company during working days of the Company up to the date of the ensuing annual general meeting.

DIRECTORS AND KEY MANAGERIAL PERSONS

As on March 31, 2023, the Company has six Directors on its Board, all six are Non- Executive Directors. Out of six Non-executive Directors, four are Independent Directors.

i. Appointment/re-appointment of directors

In the Financial Year 2022-23, Mr. Rahul Gupta (DIN: 07151792) and Mr. Rohan Gupta (DIN: 08598622) were appointed as Additional Non-Executive Directors and Mr. Anil Kumar Bansal (DIN: 06752578) as an Additional Independent Director in the Company w.e.f. July 25, 2022.

Further, on September 2, 2022, Ms. Asha Anil Agarwal (DIN:- 09722160) was appointed as an Additional Independent Director in the Company.

The Board, at its meeting held on January 25, 2023 appointed Mr. Dukhabandhu Rath (DIN: 08965826) as an Additional Independent Director for a period of 3 years w.e.f. January 25, 2023.

The Board also appointed Mr. Hosdurg Sundar Kamath Upendra Kamath (DIN: 02648119) as an Additional Independent Director for a period of 3 years w.e.f. February 13, 2023 through resolution by circulation.

All these directors were subsequently appointed/regularized by the members either at the previous AGM or through postal ballot.

ii. Resignation:

Ms. Preeti Srivastava (DIN: 07035595) resigned as non-executive and independent director w.e.f. close of business hours on October 18, 2022.

Ms. Ruchi Jain (DIN: 07291623) resigned as whole time director w.e.f. close of business hours on July 25, 2022.

Mr. Ajay Prakash Narain (DIN: 0265527) resigned as non-executive and independent director w.e.f. close of business hours on July 25, 2022.

Mr. Sanjay Jain (DIN: 00096938) resigned as non-executive director w.e.f. close of business hours on October 18, 2022 due to change in management of the Company as per share purchase agreement signed by the promoters of the Company and Mr. Rahul Gupta and Mr. Rohan Gupta, (Acquirers).

The Board places on record its sincere appreciation for the valuable contribution made by these directors during their tenure on the Board.

iii. Director liable to retire by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder and pursuant to Articles of Association of the Company, Mr. Rahul Gupta(DIN: 07151792) Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, offer himself for re-appointment. The Board of Directors recommends his re-appointment for the consideration of the members of the Company at the ensuing AGM.

iv. Key Managerial Person

Mr. Sahil Sikka was appointed as Manager designated as Chief Operating Officer & Chief Financial Officer of the Company w.e.f. July 25, 2022 and Mr. Sachin Kumar was appointed as a Company Secretary & Compliance Officer of the Company w.e.f. August 10, 2022.

Mr. Sahil Sikka was redesignated from the position of "Manager designated as Chief Operating Officer & Chief Financial Officer" to "Chief Operating Officer & Chief Financial Officer" w.e.f. October 18, 2022

The Board, at its meeting held on October 18, 2022, approved the appointment of Mr. Sorabh Dhawan as Chief Executive Officer based on the recommendations of the NRC.

As on the date of this report the Company has six Non-Executive Directors on its Board, out of which four are Independent Directors. Further, Mr. Sahil Sikka, Chief Operating Officer & Chief Financial Officer is a Key Managerial Personnel ("KMP") within the meaning of Section 203(1) of the Act. Mr. Sorabh Dhawan is the other KMP, being the Chief Executive Officer.

Mr. Sachin Kumar resigned as Company Secretary & Compliance Officer w.e.f. April 2, 2023 for making a career move to another organisation.

Ms. Ritu Nagpal (M. No.:- A38318) was appointed as Compliance Officer on April 2, 2023 and subsequently as Company Secretary in the Board meeting held on May 11, 2023, in his place.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, affecting the financial position of the Company, which occurred between the end of the financial year of the Company and the date of this Report.

CHANGE IN NAME OF THE COMPANY

The Board of Directors in its meeting held on July 25, 2022, proposed change in name of the Company to "SG Finserve Limited", which was subject to the approval of the Reserve Bank of India, Registrar of Companies, BSE Limited and the shareholders of the Company.

Company had received the approval letter of change in name of the Company from Moongipa Securities Limited to SG Finserve Limited w.e.f. November 16, 2022 and had also received NOC from Reserve Bank of India vide letter no. PR.V.ND.S No. S 771/C.M.S VI/05.08.000/2022-23 dated October 07, 2022. The name change was subsequently also approved by BSE Limited.

CHANGE IN OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

Subsequent to the change in ownership, management and control of the Company, the Board of Directors had proposed change in Objects of the Company to carry on the business of lending, credit and leasing facility besides the investment activities already being undertaken by the company, which was subject to the approval of the Registrar of Companies, NCT of Delhi and Haryana. Subsequent to the receipt of approval from shareholders of the Company in the last AGM, the objects change was also approved by the Registrar of Companies.

BOARD AND COMMITTEES MEETINGS

The Board meets at regular intervals to, inter-alia, discuss about the Companys Policies and strategy apart from other Board matters. The tentative annual Calendar of the Board and Committee Meetings is circulated to enable the Directors to plan their schedule and to ensure participation in the meetings. The notice for the Board/Committees Meetings is also given in advance to all the Directors.

DECLARATION BY INDEPENDENT DIRECTORS

The independent directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under section 149(6) of the Act read with regulation 16 of the Listing Regulations, as amended. The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the independent directors regarding them meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the SEBI Listing Regulations.

CORPORATE GOVERNANCE REPORT

The Corporate Governance philosophy of the Company is driven by the interest of stakeholders and the business needs of the organization. The Company continues to be compliant with the requirements of Corporate Governance as enshrined in Listing Regulations. In terms of Regulation 27 of Listing Regulations, the Corporate Governance Report along with certificate received from Secretarial Auditors of the Company certifying compliance with the conditions of Corporate Governance is annexed as Annexure "B" forming integral part of this Report.

CORPORATE POLICIES

We seek to promote and follow the highest level of ethical standards in our business transactions. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on the website of the Company at www.sgfinserve.com.

The Policies are reviewed periodically by the Board and updated on the basis of need and new Compliance.

The Key Policies are as follows:

I. Nomination and Remuneration Policy

In accordance with the provisions of section 134(3)(e) of the Companies Act, 2013 read with Section 178 (4) and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your company has adopted the policy on appointment of Directors and Senior Management and succession planning for orderly succession to the Board and the Senior Management, which inter – alia includes the criteria for determining qualifications, positive attributes and independence of directors.

Your company has also adopted policy on remuneration of Directors, Key Managerial Personnel and Employees of the company in accordance with the provisions of sub section (4) of section 178. The Policy is available on the Companys website www.sgfinserve.com.

II. Risk Management Policy

Your company has a comprehensive Risk Management Policy in place and laid down a well-defined risk management framework to identify, assess and monitor risks and strengthen controls to mitigate risks. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

At present the company has not identified any element of risk which may threaten the business (or) existence of the Company.

III. Whistle Blower Policy – Vigil Mechanism

The company promotes ethical behavior in all its business activities and has established a vigil mechanism for its directors, employees and stakeholders associated with the company to report their genuine concerns. The Vigil Mechanism as envisaged in the Companies Act, 2013 and the Rules prescribed there under and the Listing Regulation is implemented through the Whistle Blower Policy, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee.

As per the Whistle Blower Policy implemented by the Company, the Employees, Directors, or any Stakeholders associated with the Company are free to report illegal or unethical behavior, actual or suspected fraud or violation of the Companys Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the Company or Chairman of the Company.

The Whistle Blower Policy provides for protected disclosure and protection to the Whistle Blower. Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. The Whistle Blower Policy has been appropriately communicated within the Company and is available on the Companys website www.sgfinserve.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the Company for the year under report; however the same is applicable from FY 2023-24 onwards as the Company has started meeting the prescribed thresholds under the Companies Act. Accordingly subsequent to year end, the Company has constituted a

CSR Committee with the prescribed constitution. The other compliances in this regard shall be made in due course.

STATUTORY AUDITORS AND AUDITORS REPORT

The members of the Company in their last Annual General Meeting held on September 30, 2022 had appointed M/s AKGVG & Associates, Chartered Accountants (Firm Registration Number: 018598N) as the Statutory Auditors of the Company, to hold office from the conclusion of the 28^th Annual General Meeting until the conclusion of the 33^rd Annual General Meeting of the Company to be held in year 2027.

The Auditors Reports on the Financial Statements for the financial year ended March 31, 2023 does not contain any qualification, reservation or adverse remark requiring any explanations / comments by the Board of Directors.

The Notes of Accounts referred to in the Auditors Report are self- explanatory and do not call for any further comments.

INTERNAL AUDITORS

M/s Ernst & Young LLP, Chartered Accountants were appointed as Internal Auditor of the Company to carry out the Internal Audit of various operational areas of the Company.

SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT

The Board of the Directors of the Company had appointed M/s Kuldeep Dahiya & Associates, Company Secretaries (Membership No.: 34404 and C.P.No.:18930) to conduct the Secretarial Audit of the Company pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. In accordance with the provisions of sub – section (1) of Section 204, the Secretarial Audit Report for the financial year 2022-23 is appended to this report as Annexure "C". The same does not contain any adverse remark or disclaimer.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India (SS1 and SS2) respectively relating to Board and its Committees Meetings and General Meetings which have mandatory application.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE INCOME/ OUTFLOW

As the company is not engaged in the manufacturing activity, the prescribed information regarding compliance of rules relating to the conversation of Energy and Technology absorption pursuant to section 134 (3)(m) of the Companies Act, 2013, read with Rule – 8 (3) of the Companies (Accounts) Rules, 2014 is not provided. The Company does not have any Foreign Exchange Earnings and outgo in the year under review.

DETAILS OF PECUNIARY RELATIONSHIPS OR TRANSACTIONS OF THE NON-EXECUTIVE INDEPENDENT DIRECTOR VIS-?-VIS THE COMPANY.

There are no pecuniary relationships or transactions of the non-executive independent director vis-?-vis the Company for the period ending March 31, 2023.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financials control with reference to financial statements, commensurate with the size, scale, and complexity of its operation to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized recorded and reported correctly.

Reasonable Financial Controls are operative for all the business activities of the company and no material weakness in the design or operation of any control was observed.

ORDERS PASSED BY THE REGULATORS OR COURTS, IF ANY

No significant and material orders were passed by the Regulators, Courts or Tribunals impacting the going concern status and Companys Operation in future.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act, 2013 with respect to Directors responsibility statement, the Directors of the company hereby confirm that:

i) In preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of financial year and of the profit of the company for that period.

iii) The directors have taken proper and sufficient care 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) Directors have prepared the annual accounts on a going concern basis.

v) The Directors have laid down internal financial controls the company that are adequate and were operating effectively.

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

EMPLOYEE STOCK OPTION SCHEME

The Company grants share-based benefits (ESOS) to eligible employees with a view to attract and retain talent, encouraging employees to align individual performance with the Companys objectives, and promoting increased participation by them in the growth of the Company.

During FY2022-23, Company launched "Moongipa Securities Limited Employee Stock Option Scheme, 2022" with the approval of the members and the ‘in-principle listing approval for the issue of shares under the scheme from BSE Limited was also obtained. The scheme is in compliance with SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021.

A statement giving complete details as at 31 March 2023, pursuant to regulation 14 of SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 is available on the Companys website and can be accessed at3www.sgfinserve.com.

The Certificate from the Secretarial Auditors of the Company certifying that the ESOS 2022 is being implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the Members, would be placed at the Annual General Meeting for inspection by Members.

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

The Company has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has in place a Policy on Prevention of Sexual Harassment at the Workplace in line with the provisions of the said Act and an Internal Complaint Committee has also been set up to redress complaints received regarding Sexual Harassment. No complaint of sexual harassment was received during the financial year 2022-23.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF).

No amount was lying unpaid or unclaimed in respect of dividend for a period of seven years. Therefore, no unclaimed/unpaid dividend was required to be transferred to Investor Education and Protection Fund (IEPF).

DETAILS OF FRAUD, IF ANY REPORTED BY AUDITORS (OTHER THAN REPORTABLE TO CENTRAL GOVERNMENT)

No fraud / misconduct was detected by the Auditors of the Company for the financial year ended on March 31, 2023.

GREEN INITIATIVE

Your Company has taken the initiative of going green and minimizing the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those Members whose email address is available with Company. Your Company would encourage other Members also to register themselves for receiving Annual Report in the electronic Report form.

ACKNOWLEDGEMENT

The Board of Directors places its gratitude and appreciation for the support and cooperation from its members, the RBI and other regulators, banks, financial institutions, trustees for debenture holders and fixed deposit holders.

The Board of Directors also places on record its sincere appreciation for the commitment and hard work put in by the Management and the employees of the Company and its subsidiaries and thanks them for yet an excellent year of performance.