Your directors have pleasure in presenting their 40^th Annual report on the affairs of the Company
together with the Audited Financial Statements of Accounts for the Financial year ended on March
31, 2025.

FINANCIAL HIGHLIGHTS:

f Rc_ In ThnusanrlO

Note: Previous year's figures have been regrouped/ reclassified wherever necessary to correspond
with the current year's 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.

OPERATIONS AND COMPANY'S PERFORMANCE:

Standalone:

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.

Consolidated:

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.

DIVIDEND:

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.

TRANSFER TO RESERVES:

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'.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

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

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS:

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.

FUTURE OUTLOOK:

Going forward, the country is likely to remain the world's 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 world's 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.

CHANGE IN THE NATURE OF THE BUSINESS:

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

PUBLIC DEPOSITS:

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.

STATE OF THE COMPANY'S AFFAIRS:

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.

ANNUAL SECRETARIAL COMPLIANCE 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 Board's Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

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 Company's subsidiaries in Form AOC-1 is attached to the director
report of the Company in "Annexure A".

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Composition of Board and Key Managerial Personnel

*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 Non¬
Executive 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

b) Re-appointment of Director retiring by rotation:

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.

c) Declaration by Independent Directors

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.

d) Performance Evaluation at Board and Independent Directors' Meetings

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.

e) Number of Meetings of the Board

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.

f) Policies on appointment of Directors and Remuneration:

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 Company's 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 (Non¬
Banking Financial Company - Scale Based Regulation) Directions, 2023. These Policies are available
on the Company's 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.

g) Key Managerial Personnel

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 Non¬
Executive 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

h) Fit and Proper and Non-Disqualification Declaration by Directors:

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.

i) Board Committees

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.

INDEPENDENT DIRECTORS' MEETING:

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.

DIRECTORS' RESPONSIBILITY STATEMENT:

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.

UNSECURED LOAN FROM DIRECTORS:

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

RBI GUIDELINES:

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.

AUDITORS:

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

a) Statutory Auditors

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.

b) Cost Auditor

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,

c) Internal Auditor

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.

d) Secretarial Auditor

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.

Regarding qualification and remarks in the Secretarial audit report, your Board offer
following explanation:

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.

SHARE CAPITAL:

Authorised Share Capital:

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

Issued, Subscribed and Paid up Capital:

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.

PREFERENTIAL ISSUE:

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.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:

A. CONSERVATION OF ENERGY:

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

B. TECHNOLOGY ABSORPTION:

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

C. FOREIGN EXCHANGE EARNING & OUTGO :

i. Foreign Exchange Earning: Nil

ii. Foreign Exchange Outgo: Nil

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT, 2013:

The loan made, guarantee given or security provided in the ordinary course of business by a Non¬
Banking 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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

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 Company's website at www.serafinances.com.

All Related Party Transactions entered during the year were in the ordinary course of business and
on arm's 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 arm's 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.

ANNUAL RETURN:

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 Company's website at
www.serafinances.com.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

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

DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

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.

COMPLIANCE:

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.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

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.

GREEN INITIATIVE:

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.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

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
Management's Discussion and Analysis Report is given as an "Annexure -D" to this report.

VIGIL MECHANISM/WHISTLER BLOWER POLICY:

The Company's 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 Company's 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 Company's 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.

POLICY OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

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

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

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 Company's
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 Company's 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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

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.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR
TRIBUNALS:

No significant and material order was passed by regulators or courts or tribunals impacting the
going concern status and company's 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.

RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL SYSTEM:

The Company's 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 Company's 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
Company's 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 Company's 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.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

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.

CORPORATE GOVERNANCE:

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";

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS / NON-EXECUTIVE
DIRECTORS:

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 Company's 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR) AND DETAILS OF POLICY DEVELOPED AND
IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL INITIATIVES:

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.

BOARD CONFIRMATION REGARDING INDEPENDENCE OF THE INDEPENDENT DIRECTORS:

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.

CODE FOR PREVENTION OF INSIDER TRADING:

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
Company's shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers
Company's 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.

REPORTING OF FRAUDS:

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.

DETAILS OF APPLICATION PENDING FILED OR PENDING AGAINST INSOLVENCY AND
BANKRUPTCY CODE:

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.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

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.

OTHER DISCLOSURES:_ , ^_ _

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.

ENCLOSURES:

The following are the enclosures attached herewith and forms part of the Director's 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

ACKNOWLEDGEMENT:

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.

Registered Office For and on the behalf of the Board of Directors

306, 3^rd Floor, Ashirwad Paras-1, SERA INVESTMENTS & FINANCE INDIA LIMITED

Near Kanti Bharwad PMT,

Opposite Andaj Party Plot,

S.G. Highway, Makarba, Sd/- Sd/-

Ahmedabad-380051, Gujarat SHWETA SAMIR SHAH SAGAR SAMIR SHAH

MANAGING DIRECTOR WHOLE-TIME DIRECTOR

Place: Ahmedabad DIN: 03082967 DIN: 03082957

Date: September 05, 2025