Directors Report of Sera Investments & Finance India Ltd.

Mar 31, 2025

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

	Standalone		Consolidated
Particulars	For the Year	For the	For the	For the
	Ended March 31, 2025	Year Ended March 31, 2024	Year Ended March 31, 2025	Year Ended March 31, 2024
Revenue from Operations	115,886.69	228,648.50	115,886.69	-
Other Income	-	43.76	-	-
Total Income	115,886.69	228,692.26	115,886.69	-
Less: Total Expenditure	87,754.53	35,363.87	89,906.83	-
Profit/ (loss) before Taxation	28,132.15	193,328.39	25,979.86	-
Less: Current Tax	1,500.00	14,100.00	1,500.00	-
Less: Prior year Tax Provisions	(655.59)	(95.12)	(1,261.14)	-
Less: (Excess)/Short provision for tax relating to prior years	453.42	621.61	453.42	-
Profit/(loss) after taxation	26,834.32	178,701.90	25,287.58	-
Add: Balance brought forward	-	-	„ -	-
Profit available for appropriation	26.834.32	178,701.90	25,287.58	-
Less: Appropriation:
Transfer to Special Reserve u/s. 45I of RBI Act.	5,366.86	35,739.46	5,057.52	-
Transfer to General Reserve	-	-	- Bk.	-
Securities Premium	-	172,500.00	_ -	-
Dividend on equity shares of face value of Rs.2/- each	. -	6,600.00	-	. -
Provision for Tax on Proposed Dividend	-	-	-	, -
Balance carried forward to Balance Sheet	5,366.86	178,701.90	25,287.58	'' -
Other Comprehensive Income	2,227,686.76	29,822.65	29,822.65	-

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

Name of Directors	Designation	Category	No. of Board Meeting held during the year	No. of Meeting director is entitled to attend	No. of Board Meeting attended during the year
Mrs. Shweta Samir Shah	Managing Director	Promoter, Executive	8	8	7
Mr. Sagar Samir Shah	Whole-Time Director	Promoter, Executive	8	8	7
Mr. Vipul Shirish Sheth*	Director	Independent Non-Executive	8	7	7
Mrs. Barkha Balkrushnan Deshmukh**	Women Director	Independent Non-Executive	8	6	6
Mr. Nishith Trivedi###	Director	Independent	8	8	8

		Non-Executive
Mr. Parimal Suryakant Patwa	Director	Independent Non-Executive	8	8	3
Mr. Kaival Niteshkumar Shah***	Additional Director	Independent Non-Executive	8	2	2
Mr. Bharat Balachandran#	Additional Director	Independent Non-Executive	8	3	3
Mr. Saurabh Shah****	Additional Director	Independent Non-Executive	8	0	0
Mr. Pranav Bharatkumar Chalishajar	Chief Financial Officer
Mrs. Sangeeta Amit Khyani##	Company Secretary and Compliance Officer		8	8	8
M/s. Ishita Dhariya*****	Company Secretary and Compliance Officer
Mr. Tapesh Sharma####	Company Secretary and Compliance Dffirpr

*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:

Secretarial Auditor Observations	Management Comments
1. During the secretarial audit for the financial year under review, it was observed that the Company delayed the submission of Annual Secretarial Compliance Report by one day under Regulation 24A of SEBI (LODR) Regulation, 2015.	The Board Clarified that the Submission was delayed due to some technical error and we have paid the fine of Rs. 2000 for delayed submission of Annual Secretarial Compliance Report under Regulation 24A of SEBI (LODR) Regulation for the Financial year ended 31st March, 2024 to BSE.
2. During the secretarial audit for the financial year under review, it was observed that the Company failed to utilize the Fund set out for the CSR as per Section 135 of Companies Act, 2013.	The Board clarified that they will utilize the CSR amount in this Financial Year.

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

---

Mar 31, 2024

Your Directors have pleasure in presenting their 39^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, 2024.

FINANCIAL HIGHLIGHTS:		(Rs. In Lacs)
Particulars	For the Year Ended	For the Year Ended
	March 31, 2024	March 31, 2023
Revenue from Operations	2,286.48	111.28
Other Income	0.44	4.28
Total Income	2,286.92	107.00
Less: Total Expenditure	353.64	1151.19
Profit/ (loss) before Taxation	1,933.28	(1258.20)
Less: Current Tax	141.00	-
Less: Prior year Tax Provisions	(0.95)	-
Less: (Excess)/Short provision for tax relating to prior years	6.22	138.99
Profit/(loss) after taxation	1,787.01	(1397.19)
Add: Balance brought forward	-	-
Profit available for appropriation	1,787.01	(1397.19)
Less: Appropriation:
Transfer to Special Reserve u/s. 45I of RBI Act.	357.39	227.26
Transfer to General Reserve	-	-
Securities Premium	1,725	2,350
Dividend on equity shares of face value of Rs.2/- each	66	-
Provision for Tax on Proposed Dividend	-	-
Balance carried forward to Balance Sheet	1,787.01	(1397.19)
Other Comprehensive Income	298.23	(36.05)

Note: Previous year''s figures have been regrouped/reclassified wherevernecessary to correspondwith the currentyear''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:

For the Financial Year ended March 31, 2024, your Company earned Profit Before Tax of Rs. 1,933.28 lacs as against Loss of Rs. 1,258.20 lacs in the previous Financial Year ended March 31, 2023. The Profit after Tax for the Financial Year ended March 31, 2024 was Rs. 1,787.01 lacs as against loss of Rs. 1,397.19 lacs in the previous Financial Year.

The Standalone basic and diluted EPS of the Company stood at Rs. 3.49 for the Financial Year ended March 31, 2024 as against Rs. (2.79) for the Financial Year ended March 31,2023.

DIVIDEND:

The Board of Directors have recommended 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 subject to declaration by Members at the ensuing 39^th Annual General Meeting (39^th AGM) of the Company. With this, the total dividend for the Financial Year 2023-24 will be Rs. 0.10/- per share.

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.

CHANGE OF REGISTERED OFFICE:

During the financial year, the Registered Office of the Company was shifted within the local limits of the city i.e. from 206, Second Floor, Ashirwad Paras 1, Near Kanti Bharwad PMT Opposite Andaz Party Plot, Makarba Ahmedabad-380051, Gujarat to 306, 3rdFloor, Ashirwad Paras-1, Near Kanti Bharwad PMT, Opposite Andaj Party Plot, S. G. Highway, Makarba, Ahmedabad-380051, Gujarat w.e.f May 05, 2023.

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.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the Financial Year 2023-24 for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Mr. Devesh Khandelwal, Proprietor of M/s. Khandelwal Devesh & Associates, Practising Company Secretaries has been submitted to the Stock Exchanges and is annexed at "Annexure A" to this Board''s Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: a) Composition of Board and Key Managerial Personnel
	Name of Directors	Designation	Category	No. of Board Meeting held during the year	No. of Meeting director is entitled to attend	No. of Board Meeting attended during the year
	Mrs. Shweta Samir Shah	Managing Director	Promoter, Executive	13	12	12
	Mr. Sagar Samir Shah	Whole-Time Director	Promoter, Executive	13	12	12
	Mr. Munjal Mahendrabhai Patel*	Director	Promoter, NonExecutive	13	05	05
	Mr. Vipul Shirish Sheth	Director	Independent, Non-Executive	13	13	13
	Mrs. Barkha Balkrushnan Deshmukh	Women Director	Independent, Non-Executive	13	13	13
	Mr. Devi Prasad Choudhary**	Director	Independent, Non-Executive	13	04	00

Name of Directors	Designation	Category	No. of Board Meeting held during the year	No. of Meeting director is entitled to attend	No. of Board Meeting attended during the year
Mr. Nishith Trivedi***	Director	Independent, Non-Executive	13	08	08
Mr. Parimal Suryakant Patwa#	Director	Independent, Non-Executive	13	05	05
Mr. Pranav Bharatkumar Chalishajar	Chief Financial Officer
Ms. Pinaj Jain##	Company Secretary and Compliance Officer
Mrs. Sangeeta Amit Khyani###	Company Secretary and Compliance Officer
* Munjal Mahendrabhai Patel (DIN: 02319308) had resigned from the office of Non-Executive Director of the Company w.e.f. October 13,2023. ** Mr. Devi Prasad Choudhary (DIN: 08782156) had resigned from the office of Independent Director of the Company w.e.f. August 24,2023. *** Mr. Nishith Trivedi (DIN: 10332082) has been appointed as an Additional Director under the Category of the Independent Director of the Company w.e.f. October 13,2023 and confirmed as Independent Director by the members in the Extra-Ordinary General Meeting held on November 10,2023. # Mr. Parimal Suryakant Patwa has been appointed as an Additional Director under the Category of the Independent Director of the Company w.e.f. January 12, 2024 and confirmed as Independent Director by the members by way of Postal Ballot on April 10,2024. ## Ms. Pinaj Jain had resigned from the office of Company Secretary and Compliance Officer of the Company w.ef. September 15,2023. ### Mrs. Sangeeta Amit Khyani has been appointed as Company Secretary and Compliance Officer of the Company w.ef. December 20,2023.

b) Re-appointment of Director retiring by rotation

Mr. Sagar Samir Shah (DIN: 03082957), Whole-Time Director of the Company will retire by rotation at the ensuing 39^th AGM and being eligible, offers himself for re-appointment. The Board of Directors in its meeting held on September 02, 2024 based on the recommendation of Nomination and Remuneration Committee recommended to the Members re-appointment of Mr. Sagar Samir Shah as director of the Company retiring by rotation.

The necessary resolutions for re-appointment of Mr. Sagar Samir Shah as director retiring by rotation together with requisite disclosures are set out in the Notice of the 39^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 2023-24 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 29, 2024 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 NonIndependent 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

13 (Thirteen) Board Meetings were held during the Financial Year 2023-24. 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 benefited 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, Ms. Pinaj Jain ceased to be Key Management Personnel with effect September 15, 2023 and Mrs. Sangeeta Amit Khyani has been appointed as Key Management Personnel of the Company with effect from December 19, 2023.

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:

The following persons continued

1. Mr. Shweta Samir Shah, Managing Director

2. Mr. Sagar Samir Shah, Whole-Time Director

3. Mr. Pranav Bharatkumar Chalishajar, Chief Financial Officer

5. Mrs. Sangeeta Amit Khyani, Company Secretary & Compliance Officer

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.

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 29, 2024 during the year and this meeting was well attended by all the Independent Directors of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, Your Directors confirm that they have:

(i) followed applicable accounting standards, alongwith proper explanation relating to material departures in the preparation of the annual accounts for the financial year ended on March 31, 2024;

(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 at the end of the financial year and of the profit of the Company for the year under review;

(iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) prepared the annual accounts for the financial year ended on March 31,2024 on a going concern basis;

(v) had devised proper systems to ensure compliance with the Provisions of all applicable laws and such systems were adequate and operating effectively; and

(vi) I aid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

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 to be held in the year 2025.

Pursuant to amendments in Section 139 of the Companies Act, 2013, the requirements to place the matter relating to such appointment for ratification by members at every AGM, is not required. Hence, the resolution relating to ratification of Auditor''s appointment is not included in the notice of the ensuing AGM. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company and they hold a valid certificate issued by the ICAI.

They have confirmed their eligibility and qualifications required under the Act for holding office as Auditor of the Company.

During the financial year 2023-24, 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. Khandelwal Devesh & Associates, Firm of Practicing Company Secretaries, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2024. The Secretarial Audit Report for the financial year ended March 31, 2024 in Form No. MR - 3 is attached as "Annexure B" to this report. The said report contains observation or qualification certain observation and qualification which are mentioned here in under.

The said report contains observation or qualification which is mentioned as below:
Qualification	Explanation
The Company failed to appoint the Company Secretary as compliance officer within the stipulated time as per Regulation 6(1A) of SEBI LODR. However, The Company has appointed Company Secretary Mrs. Sangeeta Amit Khyani as Company Secretary and Compliance Officer w.e.f. December 20, 2023.	The management clarified that the Company was in| search of right candidate for the post of Company Secretary after resignation of Ms. Pinaj Jain as Company Secretary and Compliance Officer of the Company w.e.f. September 15, 2023. The Company has appointed Mrs. Sangeeta Amit Khyani as Company Secretary and Compliance Officer w.e.f. December 20, 2023.

COMPANY SECRETARY AND COMPLIANCE OFFICER:

Ms. Pin aj Jain 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. September 15, 2023. Therefore, Board of Directors of the Company in their meeting held on December 19, 2023 had appointed Mrs. Sangeeta Amit Khyani as Company Secretary and Compliance Officer of the company w.e.f. December 20, 2023.

SHARE CAPITAL:Authorised Share Capital:

The Authorized share capital of the Company was Rs. 10,00,00,000 consisting of 5,00,00,000 Equity Shares of Rs. 2/- each.

However, during the year under review, The Authorized share capital of the Company has been increased from Rs. 10,00,00,000 consisting of 5,00,00,000 Equity Shares of Rs. 2/- each to Rs. 14,00,00,000 consisting of 7,00,00,000 Equity Shares of Rs. 2/- each by passing Special Resolution at Extra Ordinary General Meeting of the Members dated November 10, 2023.

Issued, Subscribed and Paid up Capital:

The issued, subscribed and paid up Equity Share Capital of the Company as on March 31, 2024 stood at Rs. 13,00,00,000/- consisting of 6,50,00,000 Equity Shares of Rs. 2/- each.

During the Financial Year under review, the paid-up Equity Share Capital of the Company has been increased on account of issuance and allotment of 1,50,00,000 Equity Shares upon conversion of warrants of Rs. 2/- each.

Therefore, increase in Issued, Subscribed and Paid-up Share Capital of the Company as compared to previous financial year is as per below table
Particulars	For the year ended on March 31, 2023	For the year ended on March 31, 2024
Issued Share Capital	10,00,00,000	13,00,00,000
Paid up Share Capital	10,00,00,000	13,00,00,000
Subscribed Share Capital	10,00,00,000	13,00,00,000

Therefore, The Issued,Subscribed and Paid up Capital share capital of the Company is 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 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 has 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.

Further, the Company had allotted 1,50,00,000 (One crores Fifty Lacs only) Equity Shares only upon conversion of warrants. There are 50,00,000 convertible warrants are still pending for conversion into Equity shares.

SUB-DIVISION/SPLIT OF SHARES:

During the year under review, the Board of Directors of the Company had proposed and recommended Division/Stock Split of face value of 1 (One) Equity Share from Rs. 10/- each to 5 (five) Equity Shares of Rs. 2/- each subject to approval of shareholders.

The Company had made Sub-Division/Stock Split of face value of 1 (One) Equity Share from Rs. 10/- each to 5 (five) Equity Shares of Rs. 2/- each which was approved by the members in their meeting held on April 10, 2023.

Further, the Company has made necessary applications to the stock exchange for Sub-Division/Stock Split of face value of 1 (One) Equity Share from Rs. 10/- each to 5 (five) Equity Shares of Rs. 2/- each which was approved by the exchange. The Sub-Division/Stock Split of the Company has become effective from April 28, 2023.

CHANGE OF ISIN NUMBER:

During the year under review, the Company has made Sub-Division/Stock Split of face value of 1 (One) Equity Share from Rs. 10/- each to 5 (five) Equity Shares of Rs. 2/- each with effect from April 28, 2023. Therefore, due to Corporate Action for the Stock Split, ISIN Number of the Company has been changed from INE017I01019 to INE017I01027. Therefore, the new ISIN Number of the Company is INE017I01027 w.e.f. April 28, 2023.

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:

All the related party transactions were entered into in the ordinary course of business on an arm''s length basis. Hence, no disclosure in Form AOC-2 is necessary and the same does not form part of this report. For details of the transactions with related party entered into in the ordinary course of business on an arm''s length basis, refer to the Note 23 i.e. Related Party Disclosures to the financial statements.

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.

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 23 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, 2024 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. Further, The Company has also substantially and materially complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time.

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 202223, 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 -C" 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, 2024, 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 2023-24 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

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.

PARTICULARS REGARDING EMPLOYEES:

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 D" 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.\

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-E";

• Certificate from Practising Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations as "Annexure-F"

• the Certificate duly signed by the Managing Director & Chief Financial Officer on the Financial Statements of the Company for the year ended March 31, 2024 as "Annexure-H";

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:

The provisions of section 135(1) of Companies Act 2013 related to Corporate Social Responsibility is not applicable on the company. Therefore, the company has not constituted CSR committee.

Further, The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

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.

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 2023-24,

• 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 Company has made relevant 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 Equity Shares of the Company were not suspended from trading during the year on account of corporate actions or otherwise.

• The provisions 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. corporate actions or otherwise.

ENCLOSURES:

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

a. Annexure A: Annual Secretarial Compliance Report;

b. Annexure B : Secretarial Auditors Report in Form No. MR-3;

c. Annexure C: Management Discussion and Analysis Report (MDAR);

d. Annexure D: Details of personnel/particulars of employees;

e. Annexure E: Corporate Governance Report

f. Annexure F: Certificate of Corporate Governance

g. Annexure G: Certificate of Non-Disqualification of Directors

h. Annexure H: 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.

---

Mar 31, 2023

Your Directors are presenting 38^th Annual report on the affairs of the Company together with the Audited Financial Statements for the year ended on March 31,2023.

FINANCIAL PERFORMANCE:

The summarized financial performance of the Company is summarized below;

Particulars	For the Year Ended March 31,2023	For the Year Ended March 31, 2022
Revenue from Operations	(111.28)	305.01
Other Income	4.28	-
Total Income	(107.00)	305.01
Less: Total Expenditure	1151.19	413.71
Profit/ (loss) before Taxation	(1258.20)	(108.70)
Less: Current Tax	-	-
Less: Prior year Tax Provisions	-	-
Less: Deferred Tax Liability	138.99	-
Profit/(loss) after taxation	(1397.19)	(108.70)
Add: Balance brought forward	-	-
Profit available for appropriation	(1397.19)	(108.70)
Less: Appropriation:	-	-
Transfer to Special Reserve u/s. 451 of RBI Act.	-	-
Transfer to General Reserve	-	-
Interim Dividend	-	-
Taxon Interim Dividend	-	-
Proposed Dividend	-	-
Provision for Tax on Proposed Dividend	-	-
Less: Additional depreciation charged due to change in useful life	-	-
Balance carried forward to Balance Sheet	(1397.19)	(108.70)
Other Comprehensive Income	(36.05)	(390.59)

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.

HIGHLIGHTS OF THE FINANCIAL SUMMARY:

During the period, the total Income of the Company for the year ended on March 31, 2023 was ? 107.00 lacs against total income of? 305.01 lacs in the previous year and net loss of the Company is amounted to ? 108.70lacs as against the net loss of? 1397.19 lacs in the previous year. Your directors are confident and optimistic of achieving upward growth and achieving much better results in the coming years.

The Standalone basic and diluted EPS of the Company stood at ? (13.97) for the Financial Year ended March 31, 2023 as against? (2.17) for the Financial Year ended March 31,2022.

DIVIDEND:

Due to Loss in the financial year ended on March 31,2023, the Board of Directors has not recommended any dividend for the year.

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.

CHANGE OF NAME:

The Board of Directors of the Company in their meeting held on Thursday, February 17, 2022 considered and decided to change the name of the Company from Kapashi Commercial Limited to Sera Investments & Finance India Limited subject to necessary approvals.

The Members of the Company has approved the change of name as proposed by the Board of Directors through Postal Ballot resolution which shall be deemed to have been passed on the last day of e-voting dated March 27, 2022 .The Company has also taken No Objection Certificate (NOC)from the Reserve Bankof India (RBI) as the Company is Non-Banking Finance Company and completed necessary complianceswith RBI. Further, the Equity shares of the Company are listed on Bombay Stock Exchange (BSE) and Company has obtained necessary approvals from Stock Exchange i.e. BSE Limited. After change of name, the name of the Company on BSE Limited is reflected as Sera Investments & Finance India Limited with Scrip ID as SERA.

The Change of name of the Company has become effective from April 30,2022 pursuant to new certificate of incorporation issued by Registrar of Companies, Gujarat.

TRANSFER TO RESERVES:

Due to loss in the financial year ended on March 31, 2023, The Company has not transferred any amount to Reserves. However, as Company is Non-Banking Financial Company, it is mandatory to transfer sum not less than twenty per cent of its net profit in Special Reserve Account created by the Company as per 45-IC in the Reserve Bank of India Act, 1934. However, the Company has incurred loss during the year ended on March 31,2023, the Company didn''t transfers any amount to reserves.

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, alldocuments, including the notice and Annual Report will be sent through electronic transmission in respect of members whose email IDs areregistered in their demat account or are otherwise provided by the members.

CHANGE OF REGISTERED OFFICE:

During the financial year ended on March 31, 2023, there was no change in the Registered Office of the Company.However, after the end of financial year, the Registered Office of the Company was shifted from 206, Second Floor, Ashirwad Paras 1, Near Kanti Bharwad PMT Opposite Andaz Party Plot, Makarba Ahmedabad-380051, Gujarat to 306, 3^rdFloor, Ashirwad Paras-1, Near Kanti Bharwad PMT, Opposite Andaj Party Plot, S. G. Highway, Makarba,Ahmedabad-380051, Gujarat within the local limits of the city w.e.f May 05, 2023.

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 publicwas 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-C" and is attached to the report.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the Financial Year 2022-23 for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by M/s. Khandelwal Devesh & Associates, Practising Company Secretaries has been submitted to the Stock Exchanges and is annexed at Annexure A to this Board''s Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Composition of Boardand Key Managerial Personnel

Name of Directors	Designation	Category	No. of Board Meeting held during the year	No. of Meeting director is entitled to attend	No. of Board Meeting attended during the year
Mrs. Shweta Samir Shah	Managing Director	Promoter, Executive	10	09	08
Mr. Sagar Samir Shah	Whole-Time Director	Promoter, Executive	10	09	09
Mr. Munjal Mahendrabhai Patel	Director	Promoter, NonExecutive	10	09	07
Mr. Jayeshkumar Rasiklal Shah*	Director	Independent, Non Executive	10	06	06
Mr. Manish Indravardhan Mehta**	Director	Independent, Non Executive	10	04	03
Mr. Vipul Shirish Sheth	Director	Independent, Non Executive	10	10	10
Mrs. Barkha Balkrushnan Deshmukh***	Director	Independent, Non Executive	10	07	06
Mr. Devi Prasad Choudhary*	Director	Independent, Non Executive	10	05	02
Ms. Viraj Samirbhai Shah**	Chief Financial Officer	-	-		-
Mr. Pranav Bharatkumar Chalishajar''**	Chief Financial Officer	-	-		-
Pinaj Jain	Company Secretary and Compliance Officer

*Mr. Jayeshkumar Rasiklal Shah(DIN: 08218502) had resigned from the office of Independent Director of the Company m.e.f. November 08,2022.

**Mr. Manish Indravadan Mehta (DIN: 08516146) had resigned from the off ce of Independent Director of the Company m.e.f. June 16,2022.

***Mrs. Barkha Balkrushnan Deshmukh (DIN: 08562935) has been appointed as an Additional Director under the Category of the Independent Director of the Company m.e.f. June 16,2022 and confirmed as Independent Director by the members in the Annual General Meeting held on September 13,2022.

"Mr. Devi Prasad Choudhary has been appointed as an Additional Director under the Category of the Independent Director of the Company m.e.f. November 08, 2022 and confirmed as Independent Director by the members in Extra Ordinary General Meeting held on February 03,2023. However, after the end of financial year and as on the date of this report, he had resigned from the office of Independent Director w.e.f August 24,2023.

"Ms. Viraj Samirbhai Shah had resigned from the office of Chief Financial Officer of the Company w.ef. March 03,2023.

^,HMr. Pranav BharatkumarChalishajar has been appointed as Chief Financial Officer of the Company w.ef. March 15,2023.

b) Retirement by rotation:

Pursuant to the Provisions of Section 152 read with Section 149(13) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sagar Samir Shah (DIN : 03082957) is retiring by rotation at the ensuing Annual General Meeting and being eligible, offeredhimself for re-appointment. The Board on the recommendation of the Nomination and Remuneration Committee recommends his re-appointment. As required under the SEBI Listing Regulations, 2015, particulars of Director seeking reappointment at the ensuingAnnual General Meeting has been given in the notice of the 38^thAnnual General Meeting.

c) Declaration of Independence

Mrs. Barkha Balkrushnan Deshmukh, Mr. Vipul Shirish Shethand Mr. Devi Prasad Choudhary were Independent Directors the Company during the financial year ended on March 31, 2023. However, Mr. Jayeshkumar Rasiklal Shah and Mr. Manish Indravadan Mehtawere ceased to bean Independent Director of the Company with effect from November 08,2022 and June 16,2022 respectively. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed

under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the time being in force).

The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, expertiseand they hold highest standards of integrity.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with theCompany, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of theBoard /Committee of the Company.

d) Performance Evaluation

Pursuant to the Provisions of the Companies Act, 2013and Regulation 17 of SEBI Listing Regulations, the Board has carried out the annual performance evaluationof its own performance, performance of the Chairman, the Committees and independent Directors without Participation of the relevant Director. The Nomination and Remuneration Committee of the Board continuously evaluates the performance of the Board and provides feedback to the Chairman of the Board. The independent directors had a separate meeting without the presence of any non-independent directors and management and considered and evaluated the Board''s performance, performance of the Chairman and other non-independent directors and shared their views with the Chairman. The Board had also separately evaluated the performance of the Committees and independent directors without participation of the relevant director.

e) Meeting of Board and Committees

The Board of Directors of the Company met (10) ten times during the financial year ended March 31, 2023 on April 13, 2022, April 25,

2022, May 26, 2022, June 16,2022, August 09, 2022, November 08,2022, January 05,2023 February 02,2023 March 15,2023 and March 28,

2023. Details of attendance of meetings of the Board and itsCommittees are included in this report.

f) 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. are included in this report.

g) Key Managerial Personnel

The following have been designated as the Key Managerial Personnel 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

3. Ms. Vi raj Samirbhai Shah, Chief Financial Officer (till March 03, 2023)

4. Mr. Pranav BharatkumarChalishajar, Chief Financial Officer (w.e.f. March 15, 2023)

5. Ms. Pinaj Jain, Company Secretary & Compliance Officer.

INDEPENDENT DIRECTORS'' MEETING:

The Independent Directors of your Company often meetbefore the Board Meetings without the presence of theChairman of the Board or the Managing Director or theExecutive Director or other Non-Independent Directorsor Chief Financial Officer or any other ManagementPersonnel.

These Meetings are conducted in an informal and flexiblemanner to enable the Independent Directors to discussmatters pertaining to, inter alia, review of performanceof 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 andNon-Executive Directors), assess the quality, quantity andtimeliness of flow of information between theCompanyManagementand the Board that is necessary for the Boardto effectively and reasonably perform theirduties.

One Meeting of Independent Directors were held on March 28,2023 during the year and this meeting was well attended.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, Your Directors confirm that they have:

(i) followed applicable accounting standards, along with proper explanation relating to material departures in the preparation of the annual

accounts for the financial year ended on March 31, 2023;

(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 at the end of the financial year and of the profit of the Company for the year under review;

(iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) prepared the annual accounts for the financial year ended on March 31, 2023 on a going concern basis;

(v) had devised proper systems to ensure compliance with the Provisions of all applicable laws and such systems were adequate and operating effectively; and

(vi) laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

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 were appointed as Statutory Auditors of the Company to hold office from the conclusion of 40^thAnnual General Meeting (AGM) till the conclusion of the Annual General Meeting of the Company to be held in the year 2025.

Pursuant to amendments in Section 139 of the Companies Act, 2013, the requirements to place the matter relating tosuchappointmentfor ratification by members at every AGM, is not required. Hence, the resolution relating to ratification of Auditor''s appointment is notincluded in the notice of the ensuing AGM. The Auditors have confirmed that they are not disqualified from continuing as Auditors ofthe Company and they hold a valid certificate issued by the ICAI.

They have confirmed their eligibility and qualifications required under the Act for holding office as Auditor of the Company.

During the financial year 2022-23, no frauds have either occurred or noticed and/or reported bythe Statutory Auditors under Section 143(12) ofthe Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended fromtime to time).Therefore, no detail is required to bedisclosed 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 ofthe Company and therefore do not call for any comments under Section 134 ofthe 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 not qualified.

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 ofthe 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 ofthe 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 ManagerialPersonnel) Rules, 2014, your Company engaged the services of M/s.Khandelwal Devesh & Associates, Firm of Practicing Company Secretaries, Ahmedabadto conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023. The Secretarial Audit Report for thefinancial year ended March 31,2023 in Form No. MR-3 is attached as''AnnexureB'' to this report. The said report contains observation or qualification certain observation and qualification which are mentioned here in under.

The said report contains observation or qualification which is mentioned as below:

Qualification	Explanation
As per regulation 46(1) and 46(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the listed entity shall maintain a functional website containing the basic information about listed entity; however, the website of the Company is not updated.	The Board of Directors of the Company would like to clarify that the website of the Company was not updated at the end of financial year, however, due to change of name of Company, the Company has also changed the website and the Company is in the process to shift the data from old website to new website. Further, the Company will give separate intimation to Stock Exchange once the website gets updated.
The Company failed to comply with the provisions of Regulation 3(5) and 3(6) of SEBI (PIT) Regulations, 2015 related to Structured Digital Database (SDD). The Company had maintained all the entries as per the prescribed regulations into Excel format and hence is tamperable in nature.	The Board of Directors of the Company would like to clarify that the entries were maintained into Excel Format and we strictly implemented the Password of file to maintain it''s non-tamperable nature. Further, the Company has installed necessary SDD software which meets the requirements provided in SEBI (Prohibition of Insider Trading) Regulations, 2015 and now, the Company maintains all entries in the software to comply with said regulations.

The Board, on the recommendation of Audit Committee, has appointed M/s. Khandelwal Devesh & Associates, Firm of Practicing Company Secretaries, Ahmedabad as Secretarial Auditorof the Company for the financial year 2023-24 and 2024-25.

COMPANY SECRETARY AND COMPLIANCE OFFICER:

Ms. Pinaj Jain has been appointed as Whole Time Company Secretary and Compliance Officer of the company.

SHARE CAPITAL:

Authorised Share Capital:

The Authorized share capital of the Company is ? 10,00,00,000 consisting of 1,00,00,000 Equity Shares of? 10/- each.

During the year under review, there was no change in the Authorised Share Capital of the Company.

Issued, Subscribed and Paid up Capital:

The Issued, Subscribed and Paid up Capital share capital of the Company is ? 10,00,00,000 consisting of 1,00,00,000 Equity Shares of? 10/-each.

During the year, the Company has issued 50,00,000 (Fifty Lacs} Fully ConvertibleWarrants("Warrants'') each convertible into, or exchangeable for 1 (one} fully paid-up equity share of the Company having face value of ?10/- (Rupees Ten Only) ("Equity Share") each at an issue price of ?57/- per Warrantincluding Premium of ? 47/-each on preferential basis which was approved by the members through Postal Ballot resolution which shall be deemed to have been passed on the last day of e-voting dated March 27, 2022.

Further, the Company has allotted 50,00,000 (Fifty Lacs only) Equity Shares of the Company at a price of ? 57/- per share including Premium of ?47/- per share upon conversion of 50,00,00 warrants as earlier issued and allotted on preferential basis to Promoter and Non-Promoter Group under the terms of SEBI (Issue of Capital & Disclosures Requirement) Regulation, 2018 in the Board meeting held on April 25,2022.

During the FY 2022-23, there is a change in Issued, Subscribed and Paid-up Share Capital of the Company as per below table:

Particulars	For the year ended	For the year ended
	on March 31,2022	on March 31, 2023
Issued Share Capital	50,00,000	1,00,00,000
Paid up Share Capital	50,00,000	1,00,00,000
Subscribed Share Capital	50,00,000	1,00,00,000

Further, the Company has made Sub-Division/Stock Split of face value of 1 (One) Equity Share from ? 10/- each to 5 (five) Equity Shares of ? 2/- each after taking approval of Members of the Company by way of Extra Ordinary General Meeting held on April 10, 2023 and also taken requisite approval of Stock Exchange. The Sub-Division/Stock Split has become effective from April 28,2023 i..e. after the end of financial year

SUB-DIVISION/SPLIT OF SHARES:

After the end of financial year, the Company has made Sub-Division/StockSplitofface value of 1 (One) Equity Share from ? 10/-each to 5 (five) Equity Shares of? 21- each with effect from April 28, 2023. The Capital Structure after the sub-division is as under:

Particulars	No. of Shares	Face Value	Amount in ?
Authorised Share Capital
Equity Shares of? 2/- each	5,00,00,000	21-	10,00,00,000
Paid Share Capital	5,00,00,000	21-	10,00,00,000
Issued Share Capital	5,00,00,000	2/-	10,00,00,000
Subscribed Share Capital	5,00,00,000	21-	10,00,00,000

EXTRA ORDINARY GENERAL MEETING:

The Company has convened an Extra Ordinary General Meeting through Video Conferencing on Friday, February 03, 2023 scheduled at 02.30 p.m. and passed the following resolutions:

1. Considered and Appointed Mr. Devi Prasad Choudhary (DIN: 08782156) as an Independent Director of the Company

LISTING:

The Equity Shares of the Company are presently listed and actively traded on the Bombay Stock Exchange (BSE). The Company is regularin payment of listing to the Stock Exchange i.e. BSE Limited.

DEMATERIALIZATION OF SHARES:

As on March 31,2023, there were 99,95,620 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 99.95% of the total issued, subscribed and paid-up capital of the Company.

CHANGE OF ISIN NUMBER:

There was no change in the ISIN Number of the Company during the year. However, after the end of financial year, the Company has made Sub-Division/StockSplitofface value of 1 (One) Equity Share from ? 10/- each to 5 (five) Equity Shares of? 2/-each with effect from April 28, 2023. Therefore, due to Corporate Action for the Stock Split, ISIN Number of the Company has been changed and new ISIN is INE017101027.

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 importSubstitution: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 ORINVESTMENTS MADE UNDERSECTION 186OF THE COMPANIES ACT,2013:

Pursuant to section 186(11) of the Companies Act, 2013 ("the Act"), the provisions relating to disclosure in the Financial Statements of the full particulars of the loans made and guarantees given or securities provided is not applicable to the company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The Company has in place a robust process for approval ofRelated Party Transactions and on Dealing with Related Parties.

As per the process, necessary details for each of the RelatedParty Transactions as applicable along with the justification areprovided to the Audit Committee in terms of the Company''s Policyon Materiality and Dealing with Related Party Transactions andas required under SEBI Circular dated November 22, 2021. TheMaterial Related Party Transactions are also reviewed / monitored on quarterly basisby the Audit Committee of the Company as per Regulation 23of the Listing Regulations and Section 177 of the CompaniesAct, 2013.

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

The Company has not entered into Related PartyTransactions 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.

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, 2023 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 specificareas/ activities as mandated by applicable regulations, which concern the Company and need a closer review. The composition andterms 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 therecommendations made by the respective Committees were accepted by the Board. All observations, recommendations and decisions ofthe 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 theReporton Corporate Governance that forms part of thisAnnual 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 submittingand 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 amendedRegulation 34 ofthe Listing Regulations, wherein SEBI hasmandated that Business Responsibility Report ("BRR") shall bediscontinued after the Financial Year 2021-22 and thereafter,with effect from the Financial Year 2022-23, the Top 1,000listed entities based on market capitalization shall submit aBusiness Responsibility and Sustainability Report ("BRSR") inthe format as specified by SEBI from time to time. As your Company is not covered in the list of 10OOlisted 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 Initiati vein theCorporateGovernance" by allowing paperless compliances bytheCompanies 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 CorporateAffairs, Government of India, enabling electronic delivery of documents including the Annual Report, amongst others, to shareholders at theire-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 canregister their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mailaddresses with the RTA.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) read with Paragragh 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 "C" to this report.

VIGIL MECHANISM/WHISTLER BLOWER POLICY:

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adoption of highest standards ofprofessionalism, honesty, integrity and ethical behaviour. Towards this end, and Pursuant to Rule 7 of the Companies (Meetings of Boardand its Powers) Rules, 2014 read with Section 177(9) of the Act and as per Regulation 22 of the SEBI Listing Regulations, the Company hasimplemented ''Whistle Blower Policy'' covering Vigil Mechanism with protective clauses for the Whistle Blowers. The Whistle Blower Policyis disclosed on the Company''s website at 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 processfor raising concerns or report any improper activity resulting in violation of Laws, Rules, Regulations or Company''s policies, standards, valuesor 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 thefinancial year ended March 31,2023, no Whistle Blower complaints were received from the employees and Directors of theCompany. 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. YourCompany has in place a robust policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with therequirements 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 tofinancial Year 2022-23 is as under:

a. Number of complaints pending at the beginning of thefinancial year - Nil

b. Number of complaints filed during thefinancial year - Nil

c. Number of complaints disposed of during thefinancial year - Nil

d Number of complaints pending as on end of thefinancial year - Nil

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

YourCompany has distinct and efficient Internal Control System in place. It has a clearly defined organizational structure, manuals andstandard operating procedures for its business units and service entities to ensure orderly, ethical and efficient conduct of its business. TheCompany''s internal control system ensures efficiency, reliability, completeness of accounting records and timely preparation of reliablefinancial 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 statedin 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 inthe design or operation of any control was observed. Nonetheless, your Company recognizes that any internal control framework, no matterhow well designed, has inherent limitations and accordingly, Regular audits and review processes ensure that such systems are re-enforcedon 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 this 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.

PARTICULARS REGARDING EMPLOYEES:

The Company has no employees, who draws the remunerations in excess of limits specified in Rule 5(2) and 5(3)oftheCompanies(Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure pertaining to the remuneration and other details asrequired under Section 197(12) of the Act and the Rules framed thereunder is enclosed as ''Annexure D'' to this report.

STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT:

Risk management is an ongoing process and your Company has established a comprehensive risk management framework with the visionto integrate risk management with its overall strategic and operational practicesin line with requirements as specified in SEBI Listing Regulations. The primary objective is to ensure sustainableand stable business growth supported by a structured approach to risk management. The risk management framework includes designing,implementing, monitoring, reviewing and constantly improving the risk management procedures for the organization.

The Company is prone to various risks such as technological risks, strategic risks, operational risks, health,safety and environmental risks, financial risks as well as compliance & control risks. These risks can have a material adverse impact on theimplementation of strategy, business performance, results, cash flows and liquidity, stakeholders'' value and of course on reputation.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

The Company has substantially and materially complied with applicable Secretarial Standards issued by the Institute of Company Secretariesof India, as amended from time to time.

POLICIES:

Your Company is committed to adhere to the highest possible standards of ethical, moral and legal business conduct. Consideringthis, your Company has formulated certain policies, inter alia, in accordance with the requirements of the Companies Act, 2013 ("the Act") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").The policiesas mentioned below are available on the Company''s website at www.serafinances.com

These policies are reviewed periodically and are updatedas and when needed. During the year, the Company had revised and adopted some of its Policies in order to align the samewith recent changes in Corporate Laws.

A brief description about the Key Policies adopted by the Company is as under:

Sr. No.	Name of the Policy	Brief Description	Summary of key changes made to the policies during the year
1.	Whistle-blower Policy	The Vigil Mechanism as envisaged in the Act and Listing Regulations is implemented through theWhistle-blower Policy to provide for adequatesafeguards against victimization of persons whouse such mechanism and make provision fordirect access to the Chairperson ofthe AuditCommittee.	There has been no change to this policy.
2.	Code of Conduct	The Board of your Company has laid down twoseparate Codes of Conduct, one for all theBoard Members and the other for Employeesof the Company. This Code is the central policydocument, outlining the requirements that theemployees working for and with the Companymust comply with, regardless of their location.	The Directors of your Company approvedamendmentto the Code of Conduct with aview to simplify the Code, making it morecomprehensive, including new Clauses tokeep it relevant with the evolving Societyand business environment. There has been no change to the Code ofConduct for Board Members.
3.	Code of Practices andProcedures for Fair Disclosureof Unpublished Price Sensitivelnformation	This Code has been formulated to ensure prompt,timely and adequate disclosureof Unpublished Price Sensitive Information ("UPSI") which,inter alia, includes policy for Determination of''Legitimate Purposes".	There has been no change to the Code.
4.	Policy for determination ofMateriality for disclosure of anyEvents or Information	This policy requires the Company to makedisclosure of events or information which arematerial to the Company as per the requirementsof Regulation 30 of the Listing Regulations.	There has been no change to the Code.
5.	Policy on Materiality of andDealing with Related PartyTransactions	The policy has been framed in order to regulate all Related PartyTransactions of the Company.	There has been no change to this policy duringthe year. Subsequent to the year end, the Policy hasbeen amended to inter alia align with theprovisions under Listing Regulations whichwere applicable with effect from April 01,2023.
6.	Policy on Appointment of Directors and Senior Management and successionplanning for orderly successionto the Board and the SeniorManagement	This policy includes the criteria for determining qualifications, positive attributes andindependence of a Director, identification ofpersons who are qualified to become Directorsand who may be appointed in the SeniorManagement Team in accordance with thecriteria laid down in the said Policy, successionplanning for Directors and Senior Management,and policy statement for Talent Managementframework of the Company.	There has been no change to this policyduring the year. Subsequent to the year end, the Policyhas been amended to inter alia align withthe amendment to the Listing Regulationsincluding definition of ''Senior Management''.
7.	Policy for remuneration ofthe Directors, Key ManagerialPersonnel and other employees	This policy sets out the approach of theCompanytowards the Compensation of Directors, KeyManagerial Personnel and other employees inthe Company.	There has been no change to this policy.
8.	Policy on Prevention of SexualHarassment	The policy on Sexual Harassment isforredressal of complaints received regardingsexual harassment and compliance of otherprovisions as per the Sexual Harassment ofWomen at Workplace (Prevention, Prohibitionand Redressal) Act, 2013. The Company in itsgood governance has extended the same tomale employees also.	There has been no change to this policy.
9.	Investor Grievance RedressalPolicy	The Policy is to promote and build promptlnvestor Grievance Redressal Mechanism andinvestor friendly relations.	There has been no change to this policy.

CORPORATE GOVERNANCE:

Your Company has a rich legacy of ethical governance practices many of which were implemented by the Company, even before they were mandated by law. Your Company is committed to transparency in all its dealings and places high emphasis on business ethics.

A Report on Corporate Governance along with a Certificate from Practising Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations forms part of this Annual Report as "Annexure-D".

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS / NON-EXECUTIVE DIRECTORS:

The Members of the Board of the Company are afforded many opportunities to familiarise themselves with theCompany, its Management and its operations. The Directorsare provided with all the documents to enable them to have abetter understanding of the Company, its various operationsand the industry in which it operates.

All the Independent Directors of the Company are madeaware of their roles and responsibilities at the time oftheir appointment through a formal letter of appointment,which also stipulates various terms and conditions of theirengagement.

Executive Directors and Senior Management providean overview of the operations and familiarize the newNon-Executive Directors on matters related to theCompany''s values and commitments. They are alsointroduced to the organization structure, constitution ofvarious committees, board procedures, risk managementstrategies, etc.

All the details shall be accessible to all the Directors which, inter alia, contains thefollowing information:

• Roles, responsibilities and liabilities of IndependentDirectors under the Companies Act, 2013 and the ListingRegulations;

• 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 familiarisationprogrammes

for its Directors including periodic review of Investments of the Company, Regulatory updates, Industry Outlook, BusinessStrategy at the Board Meetings and changes with respectto the Companies Act, Taxation and other matters, ListingRegulations, Frameworkfor Related Party Transactions, etc.at the Audit Committee Meetings. The details as requiredunder Regulations 46 and 62(1 A) of the Listing Regulationsare 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:

The provisions of section 135(1) of Companies Act 2013 related to Corporate Social Responsibility is not applicable on thecompany. Therefore the company has not constituted CSR committee.

Further, The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

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 declaration/ 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.

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 wasdone while taking or discharging loan from the Banks/Financial Institutions occurred during the year.

GENERAL DISCLOSURES:

During the financial year 2022-23,

• 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.

ENCLOSURES:

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

a. Annexure A: Annual Secretarial Compliance Report;

b. Annexure B : Secretarial Auditors Report in Form No. MR-3;

c. Annexure C: Management Discussion and Analysis Report (MDAR);

d. Annexure D: Details of personnel/particulars of employees;

e. Annexure E: Corporate Governance Report

f. Annexure F: Certificate of Corporate Governance

g. Annexure G: Certificate of Non-Disqualification of Directors

h. CEO/CFO Certificate

APPRECIATION:

The Board of Directors would like to express their sincere thanks to all the stakeholders viz. customers, members, dealers, vendors,distributors, agents, banks and other business partners for their patronage and trust reposed in Company for past several years and for their supportand cooperation extended from time-to-time. The Board also places on record its sincere appreciation for the enthusiastic andhardworking employees of the Company who dedicatedly work round the year and without which it would not have been possible toachieve the all-round progress and growth of Company.

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, (Formerly Known as KAPASHI COMMERCIAL LIMITED)

S.G. Highway, Makarba,

Ahmedabad-380051, Gujarat

Sd/- Sd/-

SHWETA SAMIR SHAH SAGAR SAMIR SHAH

Place: Ahmedabad MANAGING DIRECTOR WHOLE-TIME DIRECTOR

Date: August 07,2023 DIN: 03082967 DIN: 03082957

---

Mar 31, 2014

Dear Members,

The Board of Directors has pleasure to submit their Twenty-Ninth Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS AND DIVIDEND

(i) Financial Results: (Rs. in Lakhs)

As at As at

31.03.2014 31.03.2013

Sales 0.00 0.00

Other Income 64.76 52.28

Total 64.76 52.28

Profit / (Loss) Subject to Depreciation & Tax (111.09) 5.78

Less: Depreciation 0.00 0.00

Profit / (Loss) before extra-ordinary (111.09) 5.78 items and Tax

Add: Share of Profit / (Loss) from 0.00 0.00 Partnership firm

Excess/(short) Provision of Taxation (13.10) 3.91

Profit / (Loss) before (124.19) 9.69

Provision for Taxation 16.00 2.00

Profit / (Loss) after Tax (140.19) 7.69

Less: Special Reserve 0.00 1.92

(140.19) 5.77

Profit / (Loss) brought forward from previous year (543.92) 2537.51

Less: On Demerger 0.00 3087.20

Profit / (Loss) carried to Balance Sheet (684.11) (543.92)

2. OPERATION

There have been nil sales in the current financial year compared to Rs. Nil in the previous financial year.

3. DIVIDEND

Due to the Surplus in the Profit and Loss account has been negative to the tune of Rs.68,410,696/-. The Board of Directors regret their inability to recommend dividend for the year under review.

4. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134 of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the directors had prepared accounts for the financial year ended 31st March, 2014 on a going concern basis.

5. AUDITORS

M/s. D. V. Vora & Co., Chartered Accountants, Mumbai, retires and are eligible for re- appointment.

6. SECRETARIAL COMPLIANCE CERTIFICATE

M/s. R. N. Shah & Associates, Company Secretaries have furnished certificate as required under Sub-section (1) of Section 383A of the Companies Act, 1956 and which is annexed to this report.

7. DIRECTORATE

The Board of Directors of the Company consists of highly qualified persons.

Mr. Sevantilal S. Kapashi, Whole-Time Director is B. Sc., B. Sc. (Tech) and M.S. (U.S.A.).

Mr. Indukumar S. Kapashi, Whole-Time Director is Matriculate and having diversified experience of more than 45 years in the area of Automobile, Steel, Construction, Investment, etc.

Mr. Paresh S. Kapashi, Director is B.E., M.B.A. (U.S.A.).

Mr. Nimish I. Kapashi, Director is B.B.A. (U.S.A.)

Mr. Atul Vora is an Independent Director and is B. Com., LL.B.

Mr. Mahasukhlal Shah is an Independent Director and is B. Sc. (Chem) (U.S.A).

Mr. Paresh S. Kapashi and Mr. Sevantilal S. Kapashi, Directors, retire by rotation and being eligible offer themselves for re-appointment.

Mr. Mahasukh Shah and Mr. Atul Vora, Directors, being independent Director appointed under clause 49 of Listing Agreement with Stock Exchange being recommended for appointments as Independent Directors under provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014.

Mr. Sevantilal S. Kapashi and Mr. Indukumar S. Kapashi, Whole-Time Directors being recommended for re-appointment being recommended for appointments as Whole-Time Directors (Key managerial personnel) with effect from 1st September, 2014 for a period of 5 (Five) years and under provisions of Section 203 and all other applicable provisions of Companies Act, 2013 and rules framed there under.

8. EMPLOYEES

None of the employees have drawn salary as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

9. CORPORATE SOCIAL RESPONSIBILITY

Our Company''s commitment towards changing the socio-economic development of the weaker sections of women continues its support for the project undertaken by it for their upliftment and social sustainability.

10. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The provisions of Section 217 (1) (e) in respect of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, in respect of Conservation of Energy and Technology Absorption are not applicable in case of your Company. There were no earnings or outgoings of foreign exchange during the year under review.

For and on behalf of the Board of Directors



Place: Mumbai S. S. KAPASHI Date: 28th May, 2014 Chairman DIN: 00008435

---

Mar 31, 2012

The Board of Directors has pleasure to submit the report and audited Balance Sheet and Statement of Profit and Loss Account of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS AND DIVIDEND

(i) Financial Results:

(Rs. In lakhs)

As at As at 31.03.2012 31.03.2011

Sales 2807.53 2938.34

Other Income 431.51 481.15

Total 3239.04 3419.49

Profit / (Loss) Subject to Depreciation & Tax 366.87 402.02

Less: Depreciation 4.14 4.32

Profit / (Loss) before Tax 362.73 397.70

Add: Share of Profit / (Loss) from Partnership firm 0 (14.43)

Excess Provision of Taxation 0 7.26

362.73 390.52

362.73 390.52

Provision for Taxation 80.00 82.00

282.73 308.52

Profit / (Loss) after Tax 282.73 308.52

Less: Special Reserve 56.55 65.75

226.18 242.77

Profit / (Loss) brought forward from previous year 2311.32 2068.54

Profit / (Loss) carried to Balance Sheet 2537.50 2311.32

The developments over the last year in major economies of the world have not been encouraging though the concerns about a crisis have abated somewhat since dawn of 2012. There is an apprehension that the process of global economic recovery that began after the financial crisis of 2008 is beginning to stall and the sovereign debt crisis in the euro zone area may persist for a while. The US economy has shown some improvement but economic growth remains sluggish, despite extensive use of both fiscal and monetary tools. Unemployment situation in advanced economies in general, and the peripheral economies of the euro zone in particular, which had deteriorated in the wake of global crisis has not improved. At this juncture, in the short run, the global economy is being buffeted by multiple shocks emanating from various sources, economic, social and geopolitical. A worsening of the conditions in the Middle-East and North Africa could derail global growth. The lower global growth forecast by IMF for most countries in 2012 perhaps reflects the repeated bouts of uncertainty arising from these diverse sets of factors. However, the global financial crisis is no longer the major force dictating the pace of economic activity in the developing countries. The BRICS nations with China in the lead role are gaining decisive force in the global economic arena. The global growth for 2012 and 2013 is expected to be lower than earlier anticipated since the emerging and developing economies are also showing signs of slowdown in growth.

In line with this, growth in India is slowing down. The Indian economy was 5.3% in 2011-12 in terms of gross domestic product as compared to 8.4% in 2010-11, which shows weakening of the growth. Due to the crisis in the euro-zone area has lead to the slowdown and the global economic and financial conditions are likely to remain under pressure during the current fiscal year.

2. DIVIDEND

To conserve the resources of the Company for further expansion of its activities including development of real estate, the Board of Directors have decided not to recommend dividend for the year under review.

3. OPERATION

The Company also started its trading activities in Aluminium and posted sales of Rs.16,749,530/- compared to Rs. Nil in the previous year. However, sales of Zinc has reduced to Rs.264,003,592/- compared to Rs. 293,834,313/- in previous year. For the year ended 31st March, 2012 the company has posted net profit after tax of Rs.25,324,804/- compared to net Profit of Rs. 30,852,554/- in the previous year. The profit has been lower as compared to the previous year due to reduced sales and all other expenses have led to reduction in profit by 17.92%..

4. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the directors had prepared accounts for the financial year ended 31st March, 2012 on a going concern basis.

5. AUDITORS

M/s. D. V. Vora & Co., Chartered Accountants, Mumbai, retires and are eligible for re- appointment.

6. SECRETARIAL COMPLIANCE CERTIFICATE

M/s. R. N. Shah & Associates, Company Secretaries have furnished certificate as required under Sub-section (1) of Section 383A of the Companies Act, 1956 and which is annexed to this report.

7. DIRECTORATE

The Board of Directors of the Company consists of highly qualified persons.

Mr. Sevantilal S. Kapashi, Whole-Time Director is B. Sc., B. Sc. (Tech) and M.S. (U.S.A.).

Mr. Indukumar S. Kapashi, Whole-Time Director is Matriculate and having diversified experience of more than 45 years in the area of Automobile, Steel, Construction, Investment, etc.

Mr. Paresh S. Kapashi, Director is B.E., M.B.A. (U.S.A.).

Mr. Nimish I. Kapashi, Director is B.B.A. (U.S.A.)

Mr. Atul Vora is an Independent Director and is B. Com., LL.B.

Mr. Mahasukhlal Shah is an Independent Director and is B. Sc. (Chem) (U.S.A).

Mr. Nimish I. Kapashi and Mr. Indukumar S. Kapashi, Directors, retire by rotation and being eligible offer themselves for re-appointment.

8. EMPLOYEES

None of the employees have drawn salary as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

9. CORPORATE SOCIAL RESPONSIBILITY

Our Company's commitment towards changing the socio-economic development of the weaker sections of women continues its support for the project undertaken by it for their upliftment and social sustainability.

10. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The provisions of Section 217 (1) (e) in respect of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, in respect of Conservation of Energy and Technology Absorption are not applicable in case of your Company. There were no earnings or outgoings of foreign exchange during the year under review.

By Order of the Board of Directors

Place: Mumbai S. S. KAPASHI

Date: 30th May, 2012 Chairman

---

Mar 31, 2011

To The Members of KAPASHI COMMERCIAL LIMITED

The Board of Directors have pleasure in presenting the 26th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2011.

1. FINANCIAL RESULTS

Particulars 2010-2011 2009-2010

Rs. Rs.

Sales 293,834,313 248,603,773

Other Income 48,115,170 56,165,466

Total 341,949,483 304,769,239

Profit / (Loss) subject to Depreciation & Tax 40,202,101 51,179,615

Less: Depreciation 432,075 349,146

Profit / (Loss) before tax 39,770,026 50,830,469

Add: Share of Profit / (Loss) from (1,443,542) (379,289)

Partnership firm

Excess Provision of Taxation 726,070 20,505

39,052,554 50,471,685

Less: Short Provision of Taxation - 769,196

39,052,554 49,702,489

Provision for Taxation 8,200,000 12,100,000

30,852,554 37,602,489

Less: Provision for Fringe Benefit Tax - -

Profit / (Loss) after Tax 30,852,554 37,602,489

Less: Special Reserve 6,575,000 7,525,000

24,277,554 30,077,489

Profit / (Loss) brought forward from previous 206,854,653 176,777,164 year

231,132,207 206,854,653

Profit / (Loss) carried to Balance Sheet - -

The fiscal year 2010-11 began on a buoyant note for the Indian economy despite the financial meltdown universally. Continuous reforms are on towards improvement of productive and efficient economy and India has displayed its stability in the global market. India has become a window for global markets looking for investment and we will not miss an opportunity to cash on it and the Board of Directors are confident that the company will be able to achieve better results in the coming financial year.

2. DIVIDEND

To conserve the resources of the Company for further expansion of its activities including development of real estate, the Board of Directors have decided not to recommend dividend for the year under review.

3. OPERATION

The Company expanded its trading activities especially in non-Ferrous materials and posted sales of Rs.293,834,313/- compared to Rs. 248,603,773/- in previous year. For the year ended 31st March, 2011 the company has posted net profit after tax of Rs.30,852,554/- compared to net Profit of Rs.37,602,489/- in the previous year. The profit has been lower as compared to the previous year due to increase in cost of material and all other expenses has led to reduction in profit by 17.95%.

4. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the directors had prepared accounts for the financial year ended 31st March, 2011 on a going concern basis.

5. AUDITORS

M/s. D. V. Vora & Co., Chartered Accountants, Mumbai, retires and are eligible for re-appointment.

6. SECRETARIAL COMPLIANCE CERTIFICATE

M/s. R. N. Shah & Associates, Company Secretaries have furnished certificate as required under Sub-section (1) of Section 383A of the Companies Act, 1956 and which is annexed to this report.

7. DIRECTORATE

The Board of Directors of the Company consists of highly qualified persons.

Mr. Sevantilal S. Kapashi, Whole-Time Director is B. Sc., B. Sc. (Tech) and M.S. (U.S.A.).

Mr. Indukumar S. Kapashi, Whole-Time Director is Matriculate and having diversified experience of more than 45 years in the area of Automobile, Steel, Construction, Investment, etc.

Mr. Paresh S. Kapashi, Director is B.E., M.B.A. (U.S.A.).

Mr. Nimish I. Kapashi, Director is B.B.A. (U.S.A.)

Mr. Atul Vora is an Independent Director and is B. Com., LL.B.

Mr. Mahasukhlal Shah is an Independent Director and is B. Sc. (Chem) (U.S.A).

Mr. Paresh S. Kapashi and Mr. Sevantilal S. Kapashi, Directors, retire by rotation and being eligible offer themselves for re-appointment.

8. EMPLOYEES

None of the employees have drawn salary as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

9. CORPORATE SOCIAL RESPONSIBILITY

Our Company's commitment towards changing the socio-economic development of the weaker sections of women, continues its support for the project undertaken by it for their upliftment and social sustainability.

10. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The provisions of Section 217 (1) (e) in respect of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, in respect of Conservation of Energy and Technology Absorption are not applicable in case of your Company. There were no earnings or outgoings of foreign exchange during the year under review.

By Order of the Board of Directors

Place: Mumbai S. S. KAPASHI

Date: 25th May, 2011 Chairman

---

Mar 31, 2010

The Directors have pleasure in presenting the 25th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2010.

1. FINANCIAL RESULTS

Particulars 2009-2010 2008-2009

Rs. Rs.

Sales 248,603,773 256,279,598

Other Income 56,165,466 40,460,198

304,769,239 296,739,796

Profit / (Loss) subject to Depreciation & Tax 51,179,615 45,266,928

Less: Depreciation 349,146 328,048

Profit / (Loss) before tax 50,830,469 44,938,880

Add: Share of Profit / (Loss) from Partnership firm (379,289) 9,865,984

Excess Provision of Taxation 20,505 256,831

50,471,685 55,061,695

Less: Short Provision of Taxation 769,196 -

49,702,489 55,061,695

Less: Security Transaction Tax - 183,629

Provision for Taxation 12,100,000 12,000,000

37,602,489 42,878,066

Less: Provision for Fringe Benefit Tax - 65,000

Profit / (Loss) after Tax 37,602,489 42,813,066

Less: Special Reserve 7,525,000 -

30,077,489 42,813,066 Profit / (Loss) brought forward from previous year 176,777,164 133,964,098

Profit / (Loss) carried to Balance Sheet 206,854,653 176,777,164

2. DIVIDEND

Your Directors do not recommend dividend for the year under review, so as to conserve the resources of the Company for further planned expansion of business activities.

3. OPERATION

The Company expanded its trading activities especially in non-Ferrous materials and posted sales of Rs.248,603,773/- compared to Rs. 256,279,598/- in previous year. For the year ended 31st March, 2010 the company has posted net profit after tax of Rs.37,602,489/- compared to net Profit of Rs. 42,813,066/- in the previous year. The reduction in profit by 12.17% is partly attributed to decline in demand for material and increase in operational cost.

4. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared accounts for the financial year ended 31st March, 2010 on a going concern basis.

5. AUDITORS

M/s. D. V. Vora & Co., Chartered Accountants, Mumbai, retires and are eligible for re-appointment.

6. SECRETARIAL COMPLIANCE CERTIFICATE

M/s. R. N. Shah & Associates, Company Secretaries have furnished certificate as required under Sub-section (1) of Section 383A of the Companies Act, 1956 and which is annexed to this report.

7. DIRECTORATE

The Board of Directors of the Company consists of highly qualified persons.

Mr. Sevantilal S. Kapashi, Whole-Time Director is B. Sc, B. Sc. (Tech) and M.S. (U.S.A.).

Mr. Indukumar S. Kapashi, Whole-Time Director is Matriculate and having diversified experience of more than 45 years in the area of Automobile, Steel, Construction, Investment, etc.

Mr. Paresh S. Kapashi, Director is B.E., M.B.A. (U.S.A.).

Mr. Nimish I. Kapashi, Director is B.B.A. (U.S.A.)

Mr. Atul Vora is an Independent Director and is B. Com., LL.B.

Mr. Mahasukhlal Shah is an Independent Director and is B. Sc. (Chem) (U.S.A.)

Mr. Atul Vora and Mr. Mahasukhlal Shah, Directors, retire by rotation and being eligible offer themselves for re-appointment.

Mr. Sevantilal S. Kapashi and Mr. Indukumar S. Kapashi, Whole-Time Directors have been re-appointed with effect from 1st February, 2010 for the period of five years, subject to approval by the Members in the General Meeting. Accordingly the necessary approval is sought at the ensuing Annual General Meeting.

8. EMPLOYEES

None of the employees have drawn salary as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

9. CORPORATE SOCIAL RESPONSIBILITY

Our company is committed to making positive contribution to society in a number of ways. To encourage economic and social development of weaker sections of women, we have implemented a project for their upliftment and social sustainability.

A building which was under construction has been completed during the year at Palitana, Gujarat where women under a registered charitable trust known as Shri Bhagini Mitra Mandal are trained and work to become self sufficient which will help them and their family members to lead a respectable life. Assisting women to break free from age-old backward customs and to empower them to fight for their rights. More than sixty women have already been trained.

10. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The provisions of Section 217 (1) (e) in respect of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, in respect of Conservation of Energy and Technology Absorption are not applicable in case of your Company. There were no earnings or outgoings of foreign exchange during the year under review.

By Order of the Board of Directors

Place: Mumbai S. S. KAPASHI

Date: 15th May, 2010 Chairman