Srestha Finvest Ltd Directors Report

TO THE MEMBERS OF SRESTHA FINVEST LIMITED

Your Directors have pleasure in presenting the 41^st Directors Report of SRESTHA FINVEST LIMITED (the Company) along with the Audited financial statements (Standalone and Consolidated) for the financial year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS

2. BUSINESS EXCELLENCE AND QUALITY INITIATIVES

Your Company continues to be guided by the philosophy of business excellence to achieve sustainable growth.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your Company during the year under review.

4. DIVIDEND

Your Directors have not recommended any dividend for the financial year ended 31st March, 2026.

5. TRANSFER TO RESERVE

Due to losses, the company has abstained from transferring any amount to Statutory reserves.

6. OPERATING RESULTS AND BUSINESS OPERATIONS

On standalone basis, your Company has incurred a loss of Rs. 755.79 Lakhs during the financial year 2025 - 2026, as compared to the profit of Rs. 3498.44 Lakhs in previous year 2024 - 2025.

On consolidated basis, your Company has incurred a loss of Rs. 756.10 Lakhs during the financial year 2025 - 2026 as compared to loss of Rs. 3510.32 Lakhs during the financial year 2024 - 2025

7. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT

There has been no material changes and commitment affecting the financial performance of the Company which had occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that:

(i) in the preparation of the annual accounts for the financial year 2025-26, the applicable Indian Accounting standards have been followed and there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgment sand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the financial year;

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

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

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

There were no directors or key managerial personnel, appointed or resigned, during the financial year 2025-26.

10. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have submitted a Declaration that each of them meets the criteria of Independence as provided in Sub-Section (6) of Section 149 of the Companies Act, 2013 along with relevant Rules framed thereunder and Regulation 16 (1) (b) of SEBI Listing Regulations. 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. However, Mr. Umeshbhai Hirjibhai Padariya is in the process of completion of online proficiency self-assessment test. Further, there has been no change in the circumstances which may affect the status of independent directors during the year.

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

11. NUMBER OF MEETINGS OF THE BOARD

Six (6) meetings of the Board of Directors were held during FY 2025-26. Details of the meetings and attendance thereat forms part of the Corporate Governance Report.

12. AUDIT COMMITTEE

The Company has constituted an Audit Committee in compliance with Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. The Composition of the Audit Committee in terms of Section 177(8) along with its terms of reference incorporating its functions are disclosed and is available in the Corporate Governance Report forming part of the Annual Report. During FY 2025-26, there were no such instances where the Board has not accepted the recommendations of the Audit Committee.

13. BOARD EVALUATION

The evaluation framework for assessing the performance of the Directors of your Company comprises of contributions at the Meeting(s) and strategic perspective or inputs regarding the growth and performance of your Company, amongst others. Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board has carried out an Annual Evaluation of its own performance and the working of its Committees, based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board and its Committees for the year under review.

A separate meeting of the independent directors was conducted, which reviewed the performance of non-independent directors, the Board as a whole and Chairperson of the Company taking into account the views of executive directors and non-executive directors. The evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The evaluation has been satisfactory and meets the corporate governance requirement of the Company. The Board was satisfied that the committees are functioning well and besides covering their terms of reference, as mandated by law, important issues are brought up and discussed in the committee meetings.

The Board was also satisfied with the contribution of the Directors, in their respective individual capacities.

14. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under section 178(3) of the Act are covered in corporate governance report which forms part of this Report. The said Policy is available on the website of Company at https://www.srestha.co.in/policies.php.

15. ANNUAL RETURN

Pursuant to Section 92(3) read with 134(3) of the Act, Annual Return in e-form MGT-7 has been placed on the website of the Company under investor Relations tab at www.srestha.co.in.

16. RISK MANAGEMENT

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Companys process and policies for determining risk tolerance and review managements measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. The Company has laid down procedures to inform the Board of Directors about the Risk Management and its minimization procedures. The Audit Committee and Board of Directors review these procedures periodically.

17. INTERNAL FINANCIAL CONTROL

During the year under review, the Internal Financial Controls were operating effectively and no material or serious observation has been received from the Auditors of the Company for inefficiency or inadequacy of such controls. The Internal Financial Control procedure adopted by the Company are adequate for safeguarding its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

18. PARTICULARS OF EMPLOYEES

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Act, read with Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

19. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Your Company, being an NBFC registered with 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 Companies Act, 2013 ("the Act") with respect to loans. Further, pursuant to the provisions of Section 186 (4) of the Act, the details of investments made by the Company are given in the Notes to the Financial Statements.

20. TRANSACTIONS WITH RELATED PARTIES

All the Related Party Transactions (RPT) that were entered into during FY 2025 - 26 were at arms length basis and were in the ordinary course of business. Details of transactions with related parties during FY 2025 - 26 are provided in the notes to the financial statements. Accordingly, the disclosure of RPTs as required under the provisions of Section 134 (3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

21. DEPOSIT FROM PUBLIC

Your Company has not accepted any public deposits during the year under review and shall not accept any deposits from the public without obtaining prior approval of the RBI. Further, your Company being an NBFC, disclosure requirements under Chapter V of the Act read with Rule 8(5)(v) and 8(5)(vi) of the Companies (Accounts) Rules, 2014 are not applicable to your Company.

22. VIGIL MECHANISM

Pursuant to Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, the Company has established a vigil mechanism / Whistle Blower Policy for Directors and employees to report their genuine concerns. The Policy provides for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Companys Code of Governance and Ethics. The policy is available on the website of the Company at https://www.srestha.co.in/policies.php.

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

The company maintains a safe and healthy working environment that is free from any form of harassment. As the number of employees in the company is fewer than 10, the constitution of an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, is not applicable. However, the company remains fully committed to upholding workplace safety and notes that district-level Local Complaints Committee provisions are available if required.

(a) number of complaints of sexual harassment received in the year - NIL

(b) number of complaints disposed off during the year - NIL

(c) number of cases pending for more than ninety days - NIL

24. AUDITORS Statutory Auditors

As per Section 139 of the Act, the members of the Company in its 38^th Annual General Meeting (AGM) of the Company approved the appointment of M/s. Darpan & Associates, Chartered Accountants (FRN: 016156S), Chennai as Statutory Auditors of the Company, for a term of 5 (five) consecutive years from the conclusion of the 38^th AGM till the conclusion of the 43^rd AGM. The Board of Directors have adopted the Auditors Report as issued by the Statutory Auditor.

Secretarial Auditors

As per the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, the Board of Directors at its meeting held on May 30, 2025 recommended the appointment of M/s. SPAN & CO., Company Secretaries LLP, Practising Company Secretaries, Chennai, as the Secretarial Auditors of the Company, subject to the approval of members at the ensuing AGM, to carry out the secretarial audit from the FY 2025 - 26 to FY 2029-30. The Secretarial Audit Report for FY 2025-26 is annexed as Annexure - 2 to this report.

The Secretarial Audit Report for the Financial Year ended March 31, 2026, do not contain any qualification or reservation or adverse remarks.

25. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditor and the Secretarial Auditor of the Company have not reported any fraud as specified under the second proviso of Section 143 (12) of the Act (including any statutory modification(s) or re-enactment(s) for the time being in force).

26. RBI GUIDELINES

The Company continues to comply with all the applicable regulations, circulars, notifications, directions and guidelines issued by the Reserve Bank of India ("RBI"), from time to time, with respect to Non - Deposit Taking NBFC.

27. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS

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

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Policy Rules are not applicable to the Company during the year under review.

29. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2026, the company has one subsidiary, i.e., Srestha Greentech Pvt. Ltd. However, the Company has no Joint

Ventures or Associate Companies during the year under review. Pursuant to the provisions of Section 129(3) of the

Companies Act, 2013, a statement containing the salient features of financial statements of the Companys subsidiary in

Form No. AOC-1 is attached to the financial statements of the Company.

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL

There are no significant or material orders passed by the Regulators or Courts or Tribunals which impacts the going concern

status of the Company and its future operations.

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

The Disclosure stipulated as under Section 134(3) of Companies Act, 2013 read with Rule 8 of the Companies (Accounts)

Rules, 2014, is as under:

• The Company is not a Manufacturing company nor does the company has any Energy Consumption based business other than normal consumption of Energy in Administrative Office. The company deploys all the possible measure to conserve the energy and increase usage of green energy.

• The Company is not involved in any Technological Absorption based activities. Hence same is not reportable.

• The Company has not dealt in any Foreign Exchange in any manner during the year under review. Hence the same is not reportable.

32. OTHER DISCLOSURES

• The Company is not required to maintain cost records, as specified by the Central Government under section 148 of the Act.

• No application for Bankruptcy under the Insolvency & Bankruptcy Code, 2016 ("IBC") was made against the Company during the year under review. However, the IBC law is not applicable to NBFC with asset size below Rs.500 Crores.

• The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

• During the year under review, there were no female employees in the company; accordingly, the provisions of the Maternity Benefit Act, 1961, are not applicable to the company.

33. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, bankers and other stakeholders for the continued support given by them to the Company and their confidence reposed in the management.