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SRG Housing Finance Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 482.46 Cr. P/BV 1.62 Book Value (Rs.) 189.03
52 Week High/Low (Rs.) 335/224 FV/ML 10/1 P/E(X) 14.85
Bookclosure 05/08/2024 EPS (Rs.) 20.68 Div Yield (%) 0.00
Year End :2025-03 

The Board of Directors of your Company take pleasure in presenting before you the 26th Annual Report on the
operational and business performance of the Company together with the Audited Financial Statements for the
Financial Year ended March 31, 2025.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS & STATE OF AFFAIRS:

The summarized financial performance for the Financial Year ended March 31, 2025 and a comparison with
previous year are as under:

Particulars

2024-25

2023-24

Profit Before Fair Value Changes, and Provision for Expected Credit Loss

31.73

27.51

Net Gain/(Loss) on Fair Value Changes

0.07

0.01

Impairment on Financial Instruments (Expected Credit Loss)

1.61

1.40

Profit Before Tax

30.05

26.10

Less: Tax Expenses (Including Deferred tax)

5.66

5.04

Profit After Tax

24.39

21.06

Other Comprehensive Income

(0.01)

0.04

Total Comprehensive Income

24.38

21.10

Retained Earnings

118.25

98.77

Opening Balance

98.77

81.88

Profit for the year

24.39

21.06

Other Comprehensive Income

(0.01)

0.04

Amount Available for Appropriations

123.17

102.98

Appropriations:

Transferred to Special Reserve under Section 36(1)(viii) of The Income Tax
Act, 1961& Section 29C of the NHB Act, 1987

4.90

4.21

Excess provision

0.00

0.00

Other Adjustment due to IND AS

0.00

0.00

Note: Figures have been regrouped/recalssified/rounded off wherever necessary

BUSINESS PERFORMANCE:

A. Lending operations:

Assets Under Management (AUM):

During the year under review, SRG Housing
maintained sustainable growth. The Gross Loan
Book as at March 31, 2025 stood at
' 759.36
Crores as against
' 601.59 Crores as at March 31,
2024, growth of 26.23%. As at March 31, 2025
the Loan Portfolio contributing Housing loans as
73.06%, (previous year 69.84%) and Loan against
properties (LAP) as 26.94% (previous year 30.16%).

Sanctions:

During the Financial Year under review, your
Company sanctioned housing loans of
' 251.57
Crores as compared to
' 207.44 crores in the
previous financial year and LAP sanctioned
' 86.94 crores as compared to ' 104.63 crores in
previous financial year.

Disbursements:

During the Financial Year under review, your
Company disbursed housing loans of
' 227.05
Crores as compared to
' 187.44 crores in the
previous financial year and LAP disbursed
' 77.91
crores as compared to
' 96.17 crores in previous
financial year.

B. Profits:

The profit before tax for FY25 increased by 15.13%
to
' 30.05 crores (FY24: ' 26.10 crores).

The profit after tax for FY25 increased by 15.81%
to
' 24.39 crores (FY24: ' 21.06 crores).

NON-PERFORMING ASSETS AND PROVISIONS
FOR CONTINGENCY:

The Gross NPA of your Company as on March 31,
2025 was
' 13.98 Crore; 1.84 % (previous year ' 13.76
Crore; 2.29%). The Net NPA as on 31st March 2025 was
' 4.58 Crore; 0.61% (previous year 4.11 Crore; 0.69%).
The Company has written off loans amounting to
' 0.89
crores in FY25 (FY24: Nil) on which corresponding
opening provisions were reversed.

The regulatory and compliance reporting, has been
done in accordance with the prudential guidelines for
Non-Performing Assets (NPAs) issued by the Reserve
Bank of India under Master Direction - Non-Banking
Financial Company - Housing Finance Company
(Reserve Bank) Directions, 2021.

Your Company has made adequate provision for the
assets on which instalments are overdue for more than
90 days and on other assets, as required. For details
on the impairment provisioning, please refer note no.
59 to the financial statements.

The Company has maintained cumulative NPA
provision of
' 9.40 Crores against the required provision
of
' 6.15 crores (Previous year ' 9.65 Crores against
the required provision of
' 6.64 crores). Further for
standard assets Company carries provision of
' 2.98
Crores (Previous year
' 2.01 Crores).

On November 12, 2021, RBI issued a notification
on Prudential Norms on Income Recognition, Asset
Classification and Provisioning (IRACP) pertaining
to Advances Clarification, with the objective of
harmonizing regulatory guidelines for all lending
institutions. RBI stipulated that borrower accounts
be flagged as overdue as part of their day-end
process for the due date accordingly the Company
has revised its process of NPA classification to
flagging of the borrower accounts as overdue as part
of the day-end processes for the due date. RBI also
stipulated that NPA accounts can only be upgraded
to standard provided all outstanding dues have been
fully repaid. In February 2022, RBI provided time till
September 30, 2022 for NBFCs to comply with the
upgradation criteria.

Pursuant to the cited norms classification of loans
amounting to
' 0.28 Crs as non-performing assets
(Stage 3) as at Mar'25.

CAPITAL ADEQUACY RATIO:

Particulars as on March 31st

2025

2024

Capital Adequacy Ratio

47.75%

35.67%

The Company maintains an adequate Capital
Adequacy Ratio which is far higher than the minimum
required level of 15% under the RBI Master Directions
signifying the strong position of the Company.

Internal Capital Adequacy Assessment Process
(ICAAP)

As per the RBI notification, Housing Finance
Companies (HFCs) are categorized as Middle Layer
and accordingly HFCs are required to have internal
assessment of the need for capital, commensurate
with the risks in their business.

Accordingly, we have designed its ICAAP Policy and
assessed applicable risk in ICAAP, as per internal

methodology, which is proportionate to the scale and
complexity of our operations

DIVIDEND:

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

EMPLOYEE STOCK OPTION SCHEME

The Company believes that its success is largely
determined by the quality of its workforce and their
commitment towards achieving the goals of the
Company. In order to enable the employees of the
Company to participate in the future growth and
success of the Company, Employee Stock Option
Scheme - 2023 (“Scheme”) was adopted by the
Company. In terms of Regulation 14 of Securities
and Exchange Board of India (Share Based Employee
Benefits) Regulations 2014, the disclosures for the
FY24-25 with respect to ESOP 2023 have been
provided on the website of the Company.

All the ESOP plans of the Company are in compliance
with the provisions of SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 ('SEBI
SBEB and Sweat Equity Regulations') as amended
from time to time.

The Nomination & Remuneration Committee monitors
the ESOP Schemes in compliance with the Act,
SEBI SBEB and Sweat Equity Regulations and SEBI
LODR Regulations.

A Certificate from Secretarial Auditors of the
Company, confirming that the above ESOP Schemes
have been implemented in accordance with the SEBI
SBEB and Sweat Equity Regulations as amended from
time to time and are as per the resolutions passed by
the Members of the Company will be available for the
inspection of the Members of the Company.

CHANGES IN SHARE CAPITAL:

During the year under review, the Company's share
capital increased as a result of the following allotments:

• On May 24, 2024, pursuant to the conversion of
warrants into equity shares, the Company allotted
2,00,000 equity shares of face value
' 10 each at
an issue price of
' 200 per share.

• On September 2, 2024, the Company allotted
7,76,263 equity shares at an issue price of
' 333

per share, aggregating to ' 25,84,95,579, to 29
non-promoter allottees on a preferential basis.

• On October 11, 2024, 15,500 equity shares
were allotted pursuant to the exercise of stock
options granted under the Employees Stock
Option Scheme - 2023.

• On December 16, 2024, a further 16,075 equity
shares were allotted under the same ESOP scheme.

• On March 18, 2025, the Company allotted
13,68,000 equity shares at an issue price of
' 365
per share, aggregating to
' 49,93,20,000, to a
non-promoter allottee on a preferential basis.

As of March 24, 2025, the share capital of the
Company stands at 156,758,380. Other than the
above-mentioned allotments, there were no changes
in the share capital of the Company during the
financial year 2024-25.

BORROWINGS:

The Company has a diverse set of lenders that
include public sector banks, private sector banks, the
National Housing Bank and other financial institutions.
Funds were raised in accordance with the Company's
Resource Planning Policy, through term loans
from banks, Fis and re-finance facilities from NHB.
The Company's long-term nature of borrowings and
adequate liquidity have ensured a well- matched ALM.

The Company availed '193.60 cr. in FY 25 out of which
33.70% from Banks and rest from Financial Institutions.

In FY25 the outstanding borrowing was ' 584.33 Crore
vs ' 491.26 Crore in FY24.

Borrowing Mix:

Borrowing Profile (%)

FY25

FY24

Banks (%) |

46.46%

49.41%

FI (%)

47.59%

39.17%

NHB (%)

5.95%

11.42%

Disclosure in accordance with the RBI Master Direction
- Non-Banking Financial Company - Housing Finance
Company (Reserve Bank) Directions, 2021.

i. The total number of non-convertible debentures
which have not been claimed by the investors or
not paid by the housing finance Company after

the date on which non-convertible debentures
became due for redemption - Nil

ii. The total amount in respect of such Debentures
remaining unclaimed or unpaid beyond the date of
such debentures become due for redemption- Nil

Further details of borrowings are provided under
notes to accounts.

UNCLAIMED DIVIDEND AND UNCLAIMED
SHARES:

In accordance with the provisions of Sections 124,
125 and other applicable provisions, if any, of the
Act, read with the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 (hereinafter referred to as 'IEPF
Rules') (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force),
the amount of dividend remaining unclaimed or unpaid
for a period of seven years from the date of transfer
to the Unpaid Dividend Account is required to be
transferred to the Investor Education and Protection
Fund (IEPF) maintained by the Central Government.
Further, according to the IEPF Rules, the shares
in respect of which dividend has not been paid or
claimed by the Shareholders for 7 (Seven) consecutive
years or more are also required to be transferred to
the demat account created by the IEPF Authority

Particulars

No. of Shares

Balance as at April 1, 2024

0

Transferred during financial year
2024-25

0

Claims processed by IEPF
Authority during the financial year
2024-25

0

Balance as at March 31, 2025

0

UNCLAIMED NON-CONVERTIBLE DEBENTURES
AND INTEREST THEREON:

Under the provisions of Section 125 of The Companies
Act, 2013, Matured NCDs and/or Interest thereon,
remaining unclaimed and unpaid for a period of seven
years from the date they became due for payment
are required to be credited to Investor Education
and Protection Fund (IEPF) established by the
Government of India.

As at March 31, 2025 there was no NCDs

amount or interest thereon, which remained
unclaimed and unpaid.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT (MDA):

Pursuant to Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations) and Master
directions issued by Reserve Bank of India (RBI),
Report on Management Discussion and Analysis is
forming part of this Annual Report.

DETAILS OF COMPANIES WHICH HAVE
BECOME OR CEASED TO BE ITS SUBSIDIARY,
ASSOCIATE OR JOINT VENTURE COMPANIES:

During the year under review the Company
does not have any Subsidiary, Associate or Joint
venture Companies.

MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURRED
BETWEEN MARCH 24 AND DATE OF THIS
REPORT:

No material changes and commitments, affecting
the financial position of the Company have occurred
between the financial year ended March'25 and date
of this Director's Report.

DIRECTOR’S RESPONSIBILITY STATEMENT:

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

a. In the preparation of the annual accounts for the
year ended on March 31, 2025, the applicable
accounting standards have been followed along
with proper explanation relating to material
departures, if any;

b. Accounting policies selected were applied
consistently. Reasonable and prudent judgments
and estimates were made so as to give a true and
fair view of the state of affairs of the Company
as at March 31, 2025 and of the profit of the
Company for the year ended March 31, 2025.

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

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

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

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

DISCLOSURE UNDER SECTION 43(A)(II) OF
THE COMPANIES ACT, 2013:

The Company has not issued any shares with
differential rights and hence no information as per
provisions of Section 43(a)(ii) of the Act read with Rule
4(4) of the Companies (Share Capital and Debenture)
Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 54(1)(D) OF
THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares
during the year under review and hence no information
as per provisions of Section 54(1)(d) of the Act read
with Rule 8(13) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 67(3) OF THE
COMPANIES ACT, 2013:

During the year under review, there were no instances
of non-exercising of voting rights in respect of shares
purchased directly by employees under a scheme
hence no information pursuant to Section 67(3) of the
Act read with Rule 16(4) of Companies (Share Capital
and Debentures) Rules, 2014 is furnished.

DISCLOSURE UNDER RULE 8 OF THE
COMPANIES (ACCOUNTS) RULES, 2014:

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

REGULATORY COMPLIANCES:

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

Your Company is also in compliance with the
applicable provisions of the Companies Act, 2013

and Rules thereunder, Secretarial Standards,

SEBI LODR Regulations and other applicable
statutory requirements.

For more details regarding Compliances, please refer
the Secretarial Audit Report enclosed to this Report.

During the Financial Year, no penalty was imposed
on the Company by any regulator/ supervisor/
enforcement authority.

Scale Based Regulation (SBR): A Revised Regulatory
Framework for NBFCs

The Reserve Bank of India in 2021 issued Scale Based
Regulation (SBR) a revised regulatory framework for
NBFC's which is applicable to your Company being a
NBFC HFC category falling under middle layer.

CORPORATE GOVERNANCE AND

SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to
adhere to all the stipulations laid down in the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, RBI Master Directions and the
Companies Act, 2013 and Rules thereto, as amended
from time to time.

Pursuant to the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, RBI
Master Directions and disclosures as required under
The Companies Act, 2013 and the Rules thereto,
a separate Section titled 'Report on Corporate
Governance' forms part of this Annual Report.

The certificate by the Secretarial Auditor confirming
compliance with the conditions of Corporate
Governance as stipulated in the SEBI (LODR)
Regulations, 2015 forms part of this report.

The said certificate for financial year 2024-25
does not contain any qualification, reservation or
adverse remarks.

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

INTERNAL GUIDELINES ON CORPORATE
GOVERNANCE:

As on March'25 your Company adhered to the Internal
Guidelines on Corporate Governance adopted in
accordance with Master Directions-Non-Banking

Finance Company (Housing Finance Company),
(Reserve Bank) Directions, 2021, which inter-alia,
defines the legal, contractual and social responsibilities
of the Company towards its various Stakeholders and
lays down the Corporate Governance practices of the
Company. The said policy is available on the website
of the Company and can be accessed at https://
www.srghousing.com/Corporate-Governance-Policy.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered
by the Company with related parties are in the
ordinary course of business and on an arm's length
basis. Your directors draw attention of the Members
to Note no. 34 to the Financial Statements which
sets out related party disclosures. During the year,
the Company had not entered into any contract /
arrangement / transaction with related parties which
could be considered material in accordance with
Section 188 of Companies Act, 2013 accordingly
information in Form AOC-2 is not annexed.

All related party transactions are approved by the
Audit Committee or Board or members at a general
meeting, as applicable.

The policy on transactions with related parties is given
as elsewhere in this report and also available at the
website of the Company www.srghousing.com.

RISK MANAGEMENT POLICY:

Pursuant to Section 134 (3) (n) of The Companies
Act, 2013, The SEBI (LODR) Regulations, 2015 and
RBI Master directions, the Company has in place
a risk management framework approved by the
Board of Directors

SRGHFL's Risk Management framework provides
the mechanism for risk assessment and mitigation.
Company has in place Risk Management Committee.
The details of the Committee and its terms of
reference are set out in the Corporate Governance
Report forming part of the Director's Report.

At present the Company has not identified any
element of risk which may threaten the existence
of the Company.

CORPORATE SOCIAL RESPONSIBILTY POLICY
AND INITIATIVES:

In accordance with the provisions of Section 135 of The
Companies Act, 2013 and the rules framed thereunder,
the Company has a Corporate Social Responsibility
Committee. The role of the CSR Committee is to
review the CSR policy, indicate activities to be
undertaken by the Company towards CSR activities
and formulate a transparent monitoring mechanism
to ensure implementation of projects and activities
undertaken by the Company towards CSR activities.

The total amount spent during financial year 2024-25
was
' 31.59 Lakhs (Previous Year ' 65.10 Lakhs Lakhs).
The Annual Report on CSR activities including brief
contents are provided to this report.

DETAILS OF ADEQUACY OF INTERNAL
FINANCIAL CONTROLS:

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

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

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

DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

The composition of the Board is in accordance with
Section 149 of the Act and Regulation 17 of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 with an appropriate combination of
Executive, Non-executive and Independent Directors.

The Board of the Company comprises 7 Directors,
consisting of 4 Independent Directors, 2 Non-Executive
Women Directors and a Managing Director as on
March 31, 2025.

Details of Board of Directors along with Key Managerial
Personnel as on March 2025 is mention below:

Name

DIN/PAN

Designation

Vinod Kumar
Jain

00248843

Managing Director

Non-Executive

Seema Jain

00248706

Non-Independent

Director

Non-Executive

Garima Soni

08336081

Non-Independent

Director

Nishant

Badala

06611795

Non-Executive-

Independent

Director

Dilip Kumar
Singhvi

09240489

Non-Executive-

Independent

Director

Non-Executive-

Mohit Singhvi

10681694

Independent

Director

Sureshkumar

Non-Executive-

Kanhaiyalal

08966740

Independent

Porwal

Director

Archis Jain

BCUPJ5855M

Chief Executive
Officer

Ashok Modi

CPLPM4355L

Chief Financial
Officer

Divya Kothari

GUDPK5580E

Company Secretary

* The tenure of Mr. Nishant Badala, Independent
Director of the Company, ended on 14-05-2025
in accordance with the provisions of Section 149
of the Companies Act, 2013 and the applicable
rules thereunder. Accordingly, Mr. Nishant Badala
has retired from the Board of Directors with effect
from the said date.

Further, the Board, on the recommendation of the
Nomination and Remuneration Committee and
subject to the approval of shareholders, appointed
Ms. Krati Jain (DIN: 11092787) as an Independent
Director of the Company, not liable to retire by
rotation, for a term of five (5) consecutive years with
effect from May 14, 2025.

Appointment / Resignation of Directors:

Pursuant to the provisions of Section 152 of the Act,
Mrs. Seema Jain Non-Executive Director being the
longest in office among directors who are liable to
retire by rotation, retires and being eligible; offers

herself for re-appointment at the ensuing 26th Annual
General Meeting.

All the Directors of the Company have confirmed that
they satisfy the fit and proper criteria as prescribed
under the applicable regulations and that they are not
disqualified from being appointed as directors in terms
of Section 164(2) of the Companies Act, 2013 and are
not debarred from holding the office of Director by
virtue of any SEBI order or any other such authority.

Details of managerial remuneration as required
under Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
are annexed to this report.

Key Managerial Personnel (KMP):

During the year under review, there is no change in the
Key Managerial Personnel of the Company.

In terms of the Act, the following are the KMPs of the
Company as on 31st March'25:

1. Mr. Vinod Kumar Jain - Managing Director

2. Ms. Divya Kothari - Company Secretary

3. Mr. Archis Jain - Chief Executive Officer

4. Mr. Ashok Kumar - Chief Financial Officer

DECLARATION FROM INDEPENDENT
DIRECTORS

The Independent Directors have confirmed that
they satisfy the criteria prescribed for Independent
Directors as stipulated in the provisions of the Section
149(6) of the Act and Regulation 16(1)(b) & 25 of SEBI
LODR Regulations. The names of all the Independent
Directors of the Company have been included in the
Independent Director's databank maintained by Indian
Institute of Corporate Affairs (“IICA”). The Company
has obtained declaration of independence from all the
Independent Directors of the Company.

DECLARATION OF FIT & PROPER CRITERIA:

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

PERFORMANCE EVALUATION OF THE BOARD:

The Company has defined a manner of evaluation
as per the provisions of the Act and SEBI Listing

Regulations and for the evaluation of the performance
of the Board, Committees of Board & Individual
Directors. The above manner is based on the Guidance
Note on Board Evaluation issued by the SEBI on
January 05, 2017

The Board carried out the evaluation of every
Director's performance, its own performance, the
Committees namely Audit Committee, Nomination
& Remuneration Committee, Corporate Social
Responsibility Committee, Stakeholders Relationship
Committee and Risk Management Committee and all
the Independent Directors.

During the financial year under review, a separate
meeting of the Independent Directors was held
on March 31, 2025 without the attendance of
Non-Independent Directors and the Management
of the Company. The Independent Directors had
discussed and reviewed the performance of the
Non-Independent Directors and the Board as a whole
and also assessed the quality, quantity and timeliness
of the flow of information between the Management
and the Board, which is necessary for the Board to
effectively and reasonably perform its duties.

AUDITORS:

Statutory Auditor:

The Statutory Auditors have audited the books
of accounts of the Company for the financial year
ended March 31, 2025 and have issued the Auditors'
Report thereon.

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

The details of remuneration paid by the Company to
M/s. Valawat & Associates Chartered Accountants are
provided in note no. 27 of the financial statements.

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

Secretarial Auditor:

Mr. Shiv Hari Jalan, Practicing Company Secretary was
appointed as the Secretarial Auditor of the Company

for the financial year 2024-25 by the Board of Directors
pursuant to provisions of the Companies Act, 2013
and Rules framed there under. Secretarial Audit
Report along with the Secretarial Compliance Report
as prescribed by SEBI as provided by Mr. Shiv Hari
Jalan, Practicing Company Secretary is annexed to
this Annual Report. The Secretarial Auditors have not
submitted any material qualifications, reservations
or adverse remarks or disclaimers. Further, the
Secretarial Auditors have not reported any instances
of fraud in terms of Section 143 (12) of the Act.

SECRETARIAL STANDARDS:

During the year under review, the Company complies
with the applicable Secretarial Standards i.e.
SS-1 and SS-2 issued by the Institute of Company
Secretaries of India.

MEETINGS OF THE BOARD AND COMMITTEES:

During the financial year 2024-25, 11 meetings of
the board of directors were held and the related
details, including details of various committees
and meetings thereof are available in the Report of
Directors on Corporate Governance forming part of
this Annual Report.

PARTICULARS OF LOANS, GAURANTEES OR
INVESTMENTS:

Since the Company is a Housing Finance Company,
the disclosures regarding particulars of the loans
given, guarantees given and securities provided is
exempted under the provisions of Section 186 (11) of
the Companies Act, 2013.

As regards investment made by the Company, the
details of the same are provided under Note no.
5 forming part of Financial Statements of the Company
for the year ended March 31, 2025.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
OUTGO:

There is no information to disclose under the head
'Conservation of Energy and Technology Absorption'
given in the above rules since the Company is
engaged in providing financial services activities.
However, your Company is taking every step to
conserve and minimize the use of energy wherever
possible. There were no foreign exchange earnings
and outgo, during financial year 2024-25.

REQUIREMENT FOR MAINTENANCE OF COST
RECORDS:

The Company being a Housing finance Company is
not required to maintain cost records as prescribed
under section 148(1) of the Act.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of
the Act, the copy of Annual Return in Form MGT-7 as
required under Section 92 (3) of the Act is placed on
the website of the Company at www.srghousing.com.

PARTICULARS OF EMPLOYEES:

As on March 31, 2025 the Company had 1 employee
employed throughout the year who was in receipt of
remuneration of more than
' 1.02 crores per annum.
Except this no other employee employed throughout
the year that was in receipt of remuneration of
' 1.02
crores or more per annum or
' 8.50 lacs or more per
month if employed for part of the year. Disclosures on
managerial remuneration are annexed to this report.

EVENTS SUBSEQUENT TO THE DATE OF
FINANCIAL STATEMENTS:

There are no material changes and commitments
affecting financial position of the Company between
March 31, 2025 and the date of Director's Report.

CHANGE IN NATURE OF BUSINESS:

There are no changes in the nature of business of the
Company during the year under review.

DETAILS RELATING TO DEPOSITS:

The Company has been granted registration by
the National Housing Bank as a non-deposit taking
Housing Finance Company. Being so, the Company
has neither accepted in the past nor has any future
plans to accept any public deposits.

SIGNIFICANT & MATERIAL ORDERS PASSED
BY THE REGULATORS:

During the year, there were no significant or material
orders passed by the regulators or courts or tribunals
against the Company.

DISCLOSURES ON MANAGERIAL

REMUNERATION:

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

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual
Listing Fees for the year 2024-25 to BSE and NSE
where the Company's securities are listed.

INVESTOR COMPLAINTS AND COMPLIANCE:

During the year Company has not received any
investor complaints and that as on date no investor
complaints are pending.

PREVENTION, PROHIBITION AND REDRESSAL
OF SEXUAL HARASSMENT OF WOMEN AT THE
WORKPLACE

The Company has a policy on prevention, prohibition
and Redressal of sexual harassment of women at the
workplace and has an Internal Complaints Committee
(ICC) in compliance with the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. The Company's policy on
the same is placed on the website of the Company
www.srghousing.com. The Company has complied
with the provisions relating to the constitution of
Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

In terms of section 22 of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, we report that, during 2024-25,
no case has been reported under the said act.

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

There are no loans and advances in the nature of loans
to firms/companies in which directors are interested.

ACKNOWLEDGEMENTS:

Your Board of Directors place on record their
appreciation for the advice, guidance and support
given by various regulatory authorities including the
National Housing Bank (NHB), Reserve Bank of India
(RBI), Securities and Exchange Board of India (SEBI),
Ministry of Corporate Affairs (MCA), Stock Exchange
(BSE) & (NSE), Depositories (NSDL & CDSL), and all
the Bankers and Lenders of the Company.

The Board of Directors would like to acknowledge the
role of all its stakeholders - shareholders, borrowers,
key partners, lenders, customers, Statutory and
Secretarial Auditors, Registrar & Share Transfer Agent,
Rating agencies, local/ statutory authorities, Service

Providers and Counselors and all others for their
continuing support to the Company.

Your directors also record their appreciation for
the dedicated services of the employees and their
contribution to the growth of the Company.

The Board would also like to express its sincere
appreciation to all the Company's valued Shareholders,
for their continued support and patronage.

Best Wishes

Vinod K. Jain Seema Jain

Managing Director Director

DIN:00248843 DIN:00248706

Date: 02-07-2025
Place: - Udaipur


 
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