Your Directors are pleased to present their Fortieth Report of the Company
together with the audited financial statements for the Financial Year ended on
March 31, 2025.

The performance highlights and summarized financial results of the Company are
given below:

1. INFORMATION ON STATUS OF AFFAIRS OF THE COMPANY

? Income from operation for the year was Rs. 5.57 Crores as compared to Rs.
5.24 Crores in 2023-24, a increase of 6%

? Profit Before Tax for the year was Rs. 4.14 Crores as compared to Rs. 3.83
Crores in 2023-24, a increase of 8%

? Profit After Tax for the year was Rs. 3.08 Crores as compared to Rs. 2.74
Crores in 2023-24, a increase of 12%

FINANCIAL RESULTS

2. DIVIDEND j

The Company did not recommend any dividend for the year. j

3. TRANSFER TO RESERVES |

During the year under review, your Company has transferred a sum of Rs. j

61,60,264/- to the reserves from the profits of the Company in accordance with j

the provisions of section 45IC of the Reserve Bank of India. j

4. CHANGE IN THE NATURE OF BUSINESS j

There is no change in the nature of the business of the Company during the j

financial year 2024-25. j

5. NAME OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS j

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES j

DURING THE YEAR j

Your Company does not have any subsidiary, joint Venture or associate j

Company. j

6. DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES j

ACT, 2013 |

Your Company has not accepted any deposits within the meaning of Section j

73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) j

Rules, 2014 and as such, no amount on account of principal or interest on \

public deposits was outstanding as on the date of the Balance Sheet. j

As of the end of March 31, 2025, an amount of NIL matured deposits remained j

unclaimed. j

7. RBI GUIDELINES: j

The company continues to fulfill all the norms and standards laid down by the j

Reserve Bank of India for the Non Banking Financial Company. j

8. NBFC REGISTRATION |

The Company has been registered with Reserve bank of India as Non Banking j

Finance Company vides registration no. B-14.01224 dated 4^th January, 2003. j

j

9. CREDIT RATING

The directors of the Company are happy to report that the company get its
membership certificate from all CICs i.e., Credit Information Bureau (India)
Limited (CBIL), Equifax Credit Information Services Private Limited (ECIS),
Experian Credit Information Company of India Private Limited, CRIF High
Mark Credit Information Services Private Limited. A sound rating/up grade in
a challenged business environment speaks volumes about the Company’s
performance and its systems & processes.

10. EXPOSURE TO REAL ESTATE:

The following are details of loan provided to the companies engaged in real
estate business during the financial year 2024-25:

11. DEMATERIALIZATION OF SHARES :

The Company has connectivity with NSDL & CDSL for dematerialization of
its equity shares. The ISIN No INE985Q01010 has been allotted for the
company. Therefore, the investors may keep their shareholding in the
electronic mode with their depository Participant. 67.99% of the Company’s
paid-up Share Capital is in dematerialized form as on 31^stMarch, 2025 and
balance 32.01% in physical form.

12. THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL
WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Mr. Manish Kapoor (DIN:00025655), Non-Executive & Non-Independent
Director of the Company, who has retired by rotation in accordance with the
provisions of Section 152 of the Companies Act, 2013 at the 39^th Annual
General Meeting and being eligible, offered himself for re-appointment. Mr.
Manish Kapoor (DIN:00025655) has been re-appointed as a Non-Executive &
Non-Independent Director of the Company.

The Company has received consent in writing to act as directors in Form DIR-
2 and intimation in Form DIR-8 pursuant to Rule 8 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, to the effect that
they are not disqualified under section (2) of section 164 of the Companies Act,
2013. The Board considers that his association would be immense benefit to
the Company and it is desirable to avail his services as Directors. Accordingly,
the Board recommends the resolution related to appointment of above
directors for the approval of shareholders of the company.

13. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 134 (5) of the Companies Act,
2013, Your Directors, confirm that:

i) In the preparation of the annual accounts for the financial year ended
on March 31, 2025 the applicable Indian Accounting Standards have
been followed and there are no material departures from the same;

ii) The selected accounting policies were applied consistently and the
Directors 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 that
period.

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 Internal financial controls have been laid by the Directors to be
followed by the Company and such financial controls are adequate and
were operating effectively.

vi) Proper systems had been devised in compliance with the provision of
the all applicable laws and such systems were adequate and operating
effectively.

14. EXTRACT OF ANNUAL RETURN

As provided under section 134(3)(a) and section 92(3) of the Companies Act,
2013, the draft Annual Return in the prescribed form MGT-7 as on 31^st March
2025 is available on the Company’s website at
http://www.sriamarnathfinance.in

15. CORPORATE GOVERNANCE REPORT

Your Company has been practicing the principles of good Corporate
Governance over the years and it is a continuous and ongoing process. A
report on the Corporate Governance as required under Regulation 24, 34(3)
and 54(f) read with Schedule V of Securities Exchange Board of India (Listing
Obligation and Disclosure Requirements) Regulations, 2015 is given in this
Report as Annexure-A.

Details on number of Meetings of Board and Committees and composition of
various Committees of the Board including their Terms of Reference are in
the annexed Corporate Governance Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the SEBI
(Listing Obligations and Disclosure Requirements) regulations, 2015 is
annexed as Annexure-B and forms part of the Directors’ Report.

17. NUMBER OF MEETINGS OF THE BOARD

During the year, Five (5) meetings of the Board of Directors were held. For
further details, please refer Report on Corporate Governance.

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

During the year under consideration, Statutory Auditor and Secretarial
Auditor have not reported any instances of frauds committed in the Company
under section 143(12) of the Companies Act, 2013.

19. INDEPENDENT DIRECTORS DECLARATION

Presently the Company has two Independent Directors namely Mr. Rajesh
Sabharwal and Ms. Pooja Bedi, who have given declaration that they meet the
eligibility criteria of independence as provided in sub-section (6) of Section 149
of Companies Act, 2013.

20. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY
OF THE COMPANY PURSUANT TO SECTION 134(3) (e) AND SECTION
178 (3)

The Board of the Directors had framed the policy which lays down a
framework in relation to Remuneration of Directors, Key Managerial
Personnel and Senior Management of the Company. This policy also lays down
criteria for selection and appointment of Board Members. The Remuneration
Policy is disclosed on the Company’s website
http://www.sriamarnathfinance.in

21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

In pursuant to the provision of section 177(9) & (10) of the Companies Act,
2013 the company had formulated a Whistle blower policy to establish a vigil
mechanism for Directors and employees of the Company to report concerns
about unethical behavior, actual or suspected fraud or violation of the
Company’ s code of conduct or ethics policy. The Whistle Blower policy is
available on website of the Company http://www.sriamarnathfinance.in

22. AUDITOR AND AUDITOR’S REPORT
Statutory Auditor

M/s Rajender Kumar Singal & Associates LLP, Chartered Accountants, (ICAI
Firm Registration No. 016379N) was appointed as the Statutory Auditor of
the Company in the 36^th Annual General Meeting till the conclusion of
41^stAnnual General Meeting on remuneration to be fixed by the Audit
Committee and approve by Board of Directors of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers
made by the M/s Rajender Kumar Singal & Associates LLP, Chartered
Accountants, The Statutory Auditor, in their report for the Financial Year
ending on March 31, 2025 under review Auditors’ Report is annexed herewith
and forms a part of Annual report.

Secretarial Auditors

Secretarial Audit of the Company has been undertaken by M/s Sumit Bajaj &
Associates, a firm of Company Secretaries in Practice. The Report of the
Secretarial Audit Report is included as “Annexure- C” and forms an integral
part of this report. Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.

Internal Auditor

The Company has appointed M/s. R Garg & Company as an Internal Auditor
of the Company for the financial year 2024-25. M/s. R Garg & Company placed
the internal audit report to the company which is self explanatory and need
no comments.

23. EXPLANATION OR COMMENTS ON QUALIFICATIONS,
RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY
THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS IN
THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by the
Statutory Auditors or Secretarial Auditors in their report.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered by the provisions of
section 186 of the Companies Act, 2013 are given in the notes to the financial
statements.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

The Particulars or arrangements with related parties for the financial year
2024-25 are annexed herewith as “Annexure- D” to the financial statements
in form AOC-2. The details of related party disclosures also form part of the
notes to the financial statements.

26. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the
Company occurred from the end of the Financial Year 2024-25 till the date of
this report.

Further there was no change in the nature of business of the Company.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNING AND OUTGO

The company does not fall under the industries covered by the companies
(Accounts) Rules, 2014. Hence, the requirement of disclosure in relation to the
conservation of energy, technology absorption, foreign exchange earnings &
outgo are not applicable to it.

28. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION
OF RISK MANAGEMENT POLICY OF THE COMPANY

The assets of the company are adequately insured against the loss of fire, riot,
earthquake, terrorism, loss of profit, etc other risks which considered
necessary by the management. The company has been addressing the various
risks impacting the company and the policy of the company on Risk
Management is provided as part of the Management Discussion and Analysis
Report which forms part of this Annual Report.

29. CORPORATE SOCIAL RESPONSIBILITY POLICY

The provisions of Section 135 of companies Act, 2013 are not applicable on
your Company.

30. EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the applicable provisions of the Companies Act, 2013 and
Regulation 15 of the Listing Regulations, the Company has devised the policy
for performance evaluation of the Independent Directors, Board, Committees
and other individual Directors, which includes criteria for performance
evaluation of non-executive directors and executive directors.

The evaluation of all the directors and Board as a whole was conducted based
on the criteria and framework adopted by the Board. More details regarding
evaluation process have been provided under Corporate Governance Report,
which forms part of this Annual Report.

31. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference
to financial statements. During the year, such controls were tested and no
reportable material weaknesses in the design or operation were observed.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013

The company has in place an Anti-Sexual Harassment Policy in line with the
requirements of Section 22 and Section 28 of The Sexual Harassment of
Woman at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Internal Complaint Committee has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and
disposed off during the year 2024-25.

No. of complaint received during

The financial year 2024-2025 : 0

No of Complaints disposed off : 0

33. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Board wishes to inform that the Company is in compliance with the
provisions of the Maternity Benefit Act, 1961, to the extent applicable. The
Company remains committed to ensuring employee welfare and fostering a
safe, supportive, and inclusive work environment. It will continue to adhere
to all applicable statutory requirements, as and when they become applicable.

34. EMPLOYEE DIVERSITY AND GENDER REPRESENTATION

The Company acknowledges the importance of fostering diversity and
ensuring equal opportunities in the workplace. As of March 31st, 2025, the
total number of employees on the rolls of the Company stood at 9. During the
year under review, there was a balanced representation of both male and
female employees. The Board recognizes the value of a diverse and inclusive
workforce and remains committed to nurturing an environment that supports
equity and inclusion. The Company will continue to explore and implement
initiatives aimed at enhancing gender diversity across all levels of the
organization, with the objective of achieving equitable representation in the
future.

35. HEALTH SAFETY AND ENVIRONMENT PROTECTION

The company has complied with all applicable environmental law and labour
laws. The Company has been complying with the relevant laws and has been
taking all necessary measures to protect the environment and maximize
worker protection and safety.

36. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND
BANKCRUPTCY CODE,2016:

The Company has not made any one-time settlement for loans taken from the
Banks or Financial Institutions, and hence 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 is not applicable.

37. DIFFERENCE IN VALUATION:

The Company has not made any one-time settlement for loans taken from the
Banks or Financial Institutions, and hence 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 is not applicable.

38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS

During the period under review, there were no significant and material orders
passed by the regulators/ courts or tribunals that would impact going concern
status of the Company and its future operations.

39. NON-BANKING FINANCIAL COMPANIES AUDITOR’S REPORT (RBI)
DIRECTIONS, 2008:

Pursuant to the Non-Banking Financial Companies’ Auditors’ Report (Reserve
Bank) Directions, 2008, a report from the Statutory Auditors to the Board of
Directors has been received by your Company. This report has certified that
the Company has complied with all the directions and prudential norms as
prescribed under the RBI Act, 1934.

40. CAPITAL FUND TO RISK WEIGHTED ASSETS:

Percentage to capital funds to the risk weighted assets/exposures

41. PARTICULARS OF EMPLOYEES PURSUANT TO THE SECTION 197 (12)
OF COMPANIES ACT AND RULE 5(1), 5(2) AND 5(3) OF COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014

The information required pursuant to Section 197 read with Rule 5 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 and Companies (Particulars of Employees) Rules, 1975, in respect of
employees of the Company and Directors is furnished hereunder:

*Mr Rahul Kapasiya, Company Secretary ol the company has resigned w.e.l. 28.06.2025

The percentage increase in remuneration of each Director, Chief Financial
Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the
financial year:

As the company has paid the remuneration to only Managing Director during
the financial year 2024-25 and there is no increase in the Salary of Company
Secretary and no increase in the Salary of CFO, KMP during the financial year
2024-25.

The percentage increase in the median remuneration of employees in the
Financial Year:- Salary increase in this financial year is due to increase in
number of employees.

The number of permanent employees on the rolls of company: The company had
9 (Nine) employees during the year.

Average percentile increase already made in the salaries of employees other
than the managerial personnel in the last financial year and its comparison
with the percentile increase in the managerial remuneration and justification
thereof and point out exceptional circumstances for increase in the managerial
remuneration (if any):

Salary Increase in this financial year is due to Increase in number of employees.
There is no direct nexus between increases in the salary with the performance
of the company; further the Company has paid remuneration to its Managing
Director during the financial year 2024-25.

Affirmation that the remuneration is as per the remuneration policy of the
Company:

The Company hereby affirm that the remuneration paid is as per the as per the
Remuneration Policy for Directors, Key Managerial Personnel and other
Employees.

Statement of Particulars of Employees pursuant to the Section 197 (12) of
Companies Act and Rule 5(2) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014

a) Details of the employees employed throughout the Financial Year, was in
receipt of remuneration for that year which, in the aggregate, was not less
than one crore rupees and two lakh rupees.

Nil

b) Details of the employees employed for a part of the Financial Year and was
in receipt of remuneration for any part of that year, at a rate which, in the
aggregate, was not less than eight lakh and fifty thousand rupees per
month;

Nil

c) If employed throughout the Financial Year or part thereof and was in
receipt of remuneration in that year which, in the aggregate, or as the case
may be, at a rate which, in the aggregate, is in excess of that drawn by the
Managing Director or Whole-time Director or Manager and holds by himself
or along with his spouse and dependent children, not less than two percent
of the equity shares of the Company.

Nil

42. OTHER INFORMATION

a) Disclosure of composition of audit committee

Details regarding composition of the Audit Committee are given in the
Corporate Governance Report.

b) Board Committees

The Corporate Governance Report also includes details of the various
Committees of the Board.

c) Sweat Equity Shares, Employee Stock Option

The Company has not issued any Sweat Equity Shares and had not
provided any Stock Option Scheme to the employees during the period
under review.

43. ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation for the valuable support
and co-operation received from sub-brokers, business associates, vendors,
bankers, financial institutions, investors, stakeholders, registrar and share
transfer agent, other business affiliates and media.

The Board places on record its sincere appreciation towards the Company’s valued
clients for the support and confidence reposed by them in the organization and the
stakeholders for their continued co-operation and support to the company and
looks forward to the continuance of this supportive relationship in future.

Your Directors also place on record their deep sense of appreciation for the devoted
services of the employees during the year under review.

By order of the Board of Directors

For SRI AMARNATH FINANCE LIMITED

RAKESH KAPOOR MANISH KAPOOR

MANAGING DIRECTOR DIRECTOR

DIN: 00216016 DIN: 00025655

Dated: 29^th August, 2025
Place: Delhi