Directors Report of SRG Fingrow Finance Ltd.

Mar 31, 2025

The Board of Directors of your Company take pleasure in presenting before you the 30^th Annual Report of the
Company together with the Audited Financial Statements for the financial year ended March 31, 2025.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS & STATE OF AFFAIRS:

Particulars	2024-25	2023-24
Gross Income	130.32	145.95
Less: Finance Cost	0.05	0.18
Overheads	78.02	91.42
Depreciation	2.27	2.52
Provision for Contingencies	4.23	(10.38)
Profit before Tax & Exceptional Items	45.75	62.21
Add: Exceptional Items	0.00	0.00
Profit Before Tax	45.75	62.21
Less: Tax Expenses (Including Deferred Tax)	10.92	15.07
Profit After Tax	34.83	47.14
Add: Balance b/d from the previous year	318.81	281.20
Add: Excess Provision For Income Tax	0.00	0.00
Surplus available for Appropriations	353.64	328.34
Appropriations:
Transferred to Special Reserve	7.01	9.50
Additional Provision for Income Tax	0.30	0.03
Balance carried over to Balance Sheet	346.33	318.81

Note: Figures have been regrouped / reclassified / rearranged wherever necessary while preparing the above
statement.

BUSINESS OVERVIEW:

â¢ As at 31^st March, 2025, the loan portfolio stood at Rs. 781.85 Lakhs as against Rs. 717.25 Lakhs in the
previous year growth of 9.01%.

â¢ Profit before tax amounted to Rs. 45.75 Lakhs in the year 2024-25 as against Rs. 62.21 Lakhs in the
preceding year.

â¢ Profit after Tax (PAT) amounted to Rs. 34.83 Lakhs in the year 2024-25 against Rs. 47.14 Lakhs in the
previous year.

DIVIDEND:

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

CHANGES IN SHARE CAPITAL:

During the year under review, there is no change in share capital of the Company.

BORROWINGS:

Banks and Financial Institutions:

The Company did not avail any fresh credit facility during the year 2024-25. Further the company has nil
outstanding credit facilities from Banks and Financial Institutions as at March 31, 2025.

Ratings:

As on March 31, 2025 Company does not have any credit rating.

UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:

Under the provisions of Section 124 and 125 of The Companies Act, 2013 and Rules framed thereunder and Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the
relevant circulars and amendments thereto, dividends that remain unclaimed for a period of seven years from the
date of declaration are required to be transferred to the Investor Education and Protection Fund (IEPF)
administered by the Central Government.

Further as per the provisions of Section 124(6) of The Companies Act, 2013 read with the Investor Education &
Protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules 2016, the shares in respect of which the
dividend has not been claimed for seven (7) consecutive years are required to be transferred by the Company to
the designated Demat account of the IEPF Authority.

As at March 31, 2025 there is no unpaid/unclaimed Dividend and the shares to be transferred to the Investor
Education & Protection Fund.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance
of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Company is exempted from the requirement of having composition of Board as per Regulation
17 of Listing Regulations.

None of the Directors of Board is a member of more than 10 Committees or Chairman of more than 5 committees
across all the public companies in which they are Director. The necessary disclosures regarding Committee
positions have been made by all the Directors.

Neither any of the Director of the Company is holding position as Director in more than 7 listed entities nor any of
the Director of the Company serve as an Independent Director in more than 7 listed entities.

As on 31^st March 2025, the Board comprises of the following Directors;

Directors	DIN	No. of Director ship	No. of Committee		Category of Director
Directors	DIN	No. of Director ship	Member (Including SRGFFL)	Chairman (Including SRGFFL)	Category of Director
Mr. Vinod K. Jain	00248843	2	2	1	Promoter/ Managing Director
Mrs. Seema Jain	00248706	2	5	0	Promoter/ Whole Time Director
Mr. Suresh K Porwal	08966740	2	3	3	Independent Director
Mr. Dilip Kumar Singhvi	09240489	2	5	2	Independent Director
Ms. Richa Bhandari	08197563	1	1	0	Non-Executive Director

Committee includes Audit Committee and Stakeholder''s Relationship Committee across all Public Companies Other
directorships exclude foreign companies, private limited companies and Companies under Section 8.

Disclosure of relationship between directors inter-se:

Name of Director	Nature of Relationship
Mr. Vinod K. Jain	Spouse
Mrs. Seema Jain	Spouse

Board Meeting

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings
are convened, as and when required to discuss and decide on various business policies, strategies and other
businesses.

During the year under review, Board of Directors of the Company met 8 times on 30-05-2024, 21-06-2024, 18-07Â¬
2024, 04-09-2024, 30-09-2024, 14-11-2024, 23-01-2025, and 31-03-2025.

The details of attendance of each Director at the Board Meetings are given below:

Name of Director	Number of Board Meetings Eligible to attend	Number of Board Meetings attended
Mr. Vinod Kumar Jain	8	8
Mrs. Seema Jain	8	8
Mr. Suresh K Porwal*	4	4
Ms. Richa Bhandari	8	8
Mr. Dilip Kumar Singhvi	8	8
Mr. Nishant Badala*	4	4

Leave of absence was granted to the Directors as requested.

* The tenure of Mr. Nishant Badala, Independent Director of the Company, comes to an end on 30-09-2024 in
accordance with the provisions of Section 149 of the Companies Act, 2013 and the applicable rules thereunder.
Accordingly, Mr. Nishant Badala has retired from the Board of Directors with effect from the said date.

Further, the shareholders, on the recommendation of the Nomination and Remuneration Committee and board
appointed Mr. Sureshkumar Kanhaiyalal Porwal (DIN: 08966740) as an Independent Director of the Company, not
liable to retire by rotation, for a term of five (5) consecutive years with effect from September 30, 2024.

Independent Directors and Statement on declaration given by Independent Director-

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has two Independent
Directors in line with the act. The Company has received necessary declaration from each Independent Director of
the Company under Section 149(7) of The Companies Act, 2013 that the Independent Directors of the Company
meet with the criteria of their Independence as laid down in Section 149(6) of The Companies Act, 2013 and
Regulation 16(1)(b) of SEBI (LODR), 2015 Further, all the Independent Directors of the Company have registered
themselves in the Independent Director Data Bank.

A separate meeting of Independent Directors was held on March 31, 2025 to review the performance of NonÂ¬
Independent Directors and Board as whole and performance of Chairperson of the Company including assessment
of quality, quantity and timeliness of flow of information between Company management and Board.

Declaration of Fit & Proper Criteria

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

Information on Director:

The tenure of Mr. Nishant Badala, Independent Director of the Company, comes to an end on 30-09-2024 in
accordance with the provisions of Section 149 of the Companies Act, 2013 and the applicable rules thereunder.
Accordingly, Mr. Nishant Badala has retired from the Board of Directors with effect from the said date.

Mrs. Seema Jain was re-appointed as Whole time Director with effect from 20th July, 2024 and subject to her reÂ¬
appointment terms she is not liable to retire by rotation.

Mr. Vinod Kumar Jain was re-appointed as Managing Director with effect from 24^th June, 2024 and subject to his reÂ¬
appointment terms and shall be liable to retire by rotation.

Information of Key Managerial personnel:

During the year there was no change in the Key Managerial Personnel of the Company.

COMPOSITION OF BOARD COMMITTEES:

AUDIT COMMITTEE

The Committee''s composition meets with requirements of Section 177 of the Companies Act, 2013 and Regulation
18 of SEBI (Listing Obligation and Disclosure Requirement), Regulations, 2015. Members of the Audit Committee
are financially literate and have relevant finance / audit exposure. Chairman of the Audit Committee was present at
the previous Annual General Meeting of the Company held on 30^th September, 2024.

Powers and Roles of the Committee:

The Audit Committee assists the board in the dissemination of financial information and in overseeing the financial
and accounting processes in the Company. The terms of reference of the audit committee covers all matters
specified section 177 of the Companies Act, 2013. The terms of reference broadly include review of internal audit
reports and action taken reports, assessment of the efficacy of the internal control systems/ financial reporting
systems and reviewing the adequacy of the financial policies and practices followed by the Company. The audit
committee reviews the compliance with legal and statutory requirements, the half yearly and annual financial
statements and related party transactions and reports its findings to the Board. The committee also recommends
the appointment of internal auditor, statutory auditor. The committee also looks into those matters specifically
referred to it by the Board.

Meetings:

The audit committee met 06 times during the year on 30-05-2024, 20-08-2024, 03-10-2024, 14-11-2024, 14-01Â¬
2025, and 31-03-2025.

The Composition of Audit Committee and attendance is as mentioned below:

Name of Members	Number of Meetings attended
Mr. Suresh Kumar Porwal - Chairman*	4
Mr. Dilip Kumar Singhvi- Member	6
Ms. Richa Bhandari- Member	6
Mr. Nishant Badala	2

* Mr. Sureshkumar Kanhaiyalal Porwal (DIN: 08966740) was appointed as an Independent Director of the Company,
not liable to retire by rotation, for a term of five (5) consecutive years with effect from September 30,2024.

The tenure of Mr. Nishant Badala, Independent Director of the Company, comes to an end on 30-09-2024.

STAKEHOLDER''S RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been constituted by the Board in compliance with the requirements
of Section 178 (5) of the Act.

Terms of reference of the Committee:

The committee met regularly to redress investor grievances like non receipt of dividend warrants, non- receipt of
share certificates, etc. The terms of reference of the committee meet with the requirements of SEBI (LODR)
Regulations, 2015 and provisions of The Companies Act, 2013.

The chairman of the committee was present at the 29^th AGM to answer shareholder queries.

Investor Grievance Redressal:

SEBI vide Circular Ref: CIR/OIAE/2/2011 dated June 3, 2011 informed the Company that they had commenced
processing of investor complaints in a web-based complaints redress system "SCORES". Under this system, all
complaints pertaining to companies are electronically sent through SCORES and the companies are required to view
the complaints pending against them and submit Action Taken Report (ATRs) along with supporting documents
electronically in SCORES. During the year company did not receive any complaints from investors.

Meetings: The committee met 1 (One) time during the year 2024-25 on 29^th March, 2025.

The composition of the committee and details of attendance is as below:

Name of Members	No. of Meeting attended
Mr. Suresh Kumar Porwal- Chairman	1
Mr. Dilip Kumar Singhvi- Member	1
Mrs. Seema Jain - Member	1

There are no investor complaint received during the year and no complaint is pending as on 31^st March, 2025.
NOMINATION AND REMUNERATION COMMITTEE

The Committee''s composition meets with the provisions of The Companies Act, 2013.

The role of the Nomination and Remuneration Committee inter alia, includes, Identify persons who are qualified to
become directors and who may be appointed in senior management in accordance with the criteria laid down, and
recommend to the board of directors their appointment and removal; Formulate the criteria for determining
qualifications, positive attributes and independence of a director and recommend to the board of directors a policy
relating to, the remuneration of the directors, key managerial personnel and other employees; Evaluate and
approve the adequacy of the compensation plans, policies and programs for

Company''s Executive Directors, KMP and Senior Management; Recommend appointment and removal of Directors,
for approval at the general meeting of shareholders; Carry out evaluation of the performance of the Board and
review the evaluation''s implementation and compliance; Devise a policy on diversity of Board; Develop and
recommend to the Board a set of corporate governance guidelines applicable to the Company and monitor
compliance with regard to the same. The role and responsibilities of the committee shall include such other items
as may be prescribed by the Board in compliance with applicable law from time to time.

Meetings:

During the financial year 2024-25, the committee met 3 (three) times on 30-05-2024, 21-06-2024, and 04-09-2024.
The details of composition and attendance at the Nomination and Remuneration Committee-

Name of Members	No. of Meeting attended
Mr. Dilip Kumar Singhvi- Chairman	3

Mr. Nishant Badala -Member	3
Ms. Richa Bhandari- Member	3

The tenure of Mr. Nishant Badala, Independent Director of the Company, comes to an end on 30-09-2024.

REMUNERATION POLICY:

The remuneration policy, including the criteria for remunerating non-executive directors is recommended by the
nomination and remuneration Committee and approved by the board. The key objective of the remuneration policy
is to ensure that it is aligned to the overall performance of the Company. The Company''s remuneration policy is
directed towards rewarding performance based on review of achievements periodically.

The Company''s remuneration policy is directed towards rewarding performance based on review of achievements
periodically. The remuneration policy is in consonance with the existing industry practice. A copy of the said policy
is available at the link: http://www.srgfin.com/BestPractices/7/Miscellaneous.

The remuneration Paid to the directors is in line with the remuneration policy of the company.

MATTERS AS PRESCRIBED UNDER SUBSECTIONS (1) AND (3) OF SECTION 178 OF THE COMPANIES ACT,
2013:

The Nomination & Remuneration Committee consists of composition of Non- Executive Directors out of which two
are Independent Director and one is Non-Executive Director. The copy of Nomination and Remuneration policy is
available at the Website of the Company i.e. www.srgfin.com.

CRITERIA ADOPTED FOR EVALUATION:

Pursuant to the provisions of Section 134(3)(p) the Companies Act, 2013 the Board has carried out the annual
performance evaluation of its own performance, the Directors individually as well as the evaluation of the working
of its Committees. A structured questionnaire was prepared after taking into consideration inputs received from
the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board
and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

i. Performance review of all the Non-Independent Directors of the company on the basis of the activities
undertaken by them, expectation of board and level of participation;

ii. Performance review of the Executive Directors of the company in terms of level of competence of in steering
the company;

iii. The review and assessment of the flow of information by the company to the board and manner in which
the deliberations take place, the manner of placing the agenda and the contents therein;

iv. The review of the performance of the directors individually, its own performance as well as evaluation of
working of its committees shall be carried out by the board;

The Board of Directors has carried out an annual evaluation of its own performance, board committees and
individual directors pursuant to the provisions of the Act.

â¢ The performance of the board was evaluated by the board, after seeking inputs from all the directors, on
the basis of the criteria such as the board composition and structure, effectiveness of board processes,
information and functioning etc.

â¢ The performance of the committees was evaluated by the board after seeking inputs from the committee
members on the basis of the criteria such as the composition of committees, effectiveness of committee
meetings, etc.

â¢ The board and the nomination and remuneration committee reviewed the performance of the individual
directors on the basis of the criteria such as the contribution of the individual director to the board and
committee meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc.

Separate meeting of independent director was held to evaluate the performance of non-independent directors,
performance of the board as a whole, taking into account the views of executive directors and non- executive
directors. Performance evaluation of independent director was done by the entire board, excluding the independent
director being evaluated.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to SEBI (LODR) Regulations, 2015, and Circular/ Notifications/Directions issued by RBI from time to time,
Report on Management Discussion and Analysis is annexed herewith.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

DIRECTOR''S RESPONSIBILITY STATEMENT:

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

a. In the preparation of the annual accounts, the applicable accounting standards have been followed;

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

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

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

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

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

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to
Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not
required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on
Corporate Governance, although few of the information are provided in this report under relevant heading.

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

RELATED PARTY TRANSACTIONS:

All contracts / arrangements / transactions entered by the Company with related parties are in the ordinary course
of business and on an arm''s length basis. Your directors draw attention of the Members to Note no. 24 to the
Financial Statements which sets out related party disclosures.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties
which could be considered material in accordance with the policy of the Company on materiality of related party
transactions, accordingly information is not given in Form AOC-2.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by
the Board may be accessed on the Company''s website at the link (http://www.srgfin.com/Admin Pannel/Data
Images/Document Uploads/281_RELATED%20PARTY%20TRA NSACTION%20POLICY.pdf)

RISK MANAGEMENT POLICY:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential
impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks
identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of
occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and
manage both business and non-business risks.

CORPORATE SOCIAL RESPONSIBILTY POLICY:

Pursuant to the provisions of Section 135 and Schedule VII of The Companies Act, 2013, at present the CSR
provisions are not applicable to the Company.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

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

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

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

AUDITORS:

STATUTORY AUDITOR:

In accordance with provisions of Companies Act, 2013 the current Statutory Auditor M/S Valawat & Associates,
Chartered Accountants, (Registration No. 003623C) appointed by the members at the 27th Annual General Meeting
held on September 30, 2022 as the statutory Auditor of the Company for a period of five years upto the conclusion
of 32^nd Annual General Meeting.

The Board of Directors places on record its appreciation for the services rendered by M/S Valawat & Associates as
the statutory Auditor of the Company.

Pursuant to the provisions of Section 139, 142 and all other applicable provisions of the Companies Act, 2013 and
Rules made thereunder, the Board of Directors of the Company on the recommendation of Audit Committee has
considered and recommended the appointment of. M/s Valawat & Associates (FRN: 003623C), Chartered
Accountant as statutory auditor for a term of five years beginning from the conclusion of 27th AGM till the
conclusion of 32nd AGM, subject to approval of members at the ensuing AGM.

The Company has received a confirmation from the said Auditors that they are not disqualified and are eligible to
hold the office as Auditors of the Company.

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

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

The details of remuneration paid by the Company to M/S Valawat & Associates, Chartered Accountants are provided
in note no. 23 of the financial statements.

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

SECRETARIAL AUDITOR:

Mr. Shiv Hari Jalan, Practicing Company Secretary was appointed as the Secretarial Auditor of the Company for the
financial year 2024-25 by the Board of Directors pursuant to provisions of The Companies Act, 2013 and Rules there
under. Secretarial audit report as provided by Mr. Shiv Hari Jalan, Practicing Company Secretary is annexed to this
Report.

QUALIFICATIONS IN AUDIT REPORT:

There are no qualifications, reservations or adverse remarks or disclaimer made:

(a) By the Statutory Auditor in his report; and

(b) By the Company Secretary in Practice in his Secretarial Audit Report.

PARTICULARS OF LOANS, GAURANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act,
2013, if any, apart from the loans made, guarantee given or security provided by the Company in the ordinary course
of business, are given in the Notes to accounts forming part of the Audited Financial Statements for the year ended
March 31, 2025.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy:

The Company''s operations are not power intensive. Nevertheless, your Company is taking every step to conserve
and minimize the use of energy wherever possible such as using energy efficient computer terminals, purchasing
energy efficient equipment''s etc.

(B) Technology absorption:

The Company has imported no technology. Indigenous technology available is continuously upgraded to improve
overall performance.

(C) Expenditure incurred on research and development:

The Company has no formal research and development department but the Company is continuously making efforts
to strengthen research and development activities to improve quality and reduce cost.

(D) Foreign exchange earnings and Outgo:

During the year under review there was no earnings and outgo in foreign exchange.

REQUIREMENT FOR MAINTENANCE OF COST RECORDS:

Since the Company is Non-Banking Finance Company (NBFC), the Company is not required to maintain cost records
as specified by the Central Government under section 148 (1) of the Companies Act, 2013.

EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2025 is available on the Company''s website and can be accessed
at http://www.srgfin.com/

PARTICULARS OF EMPLOYEES:

As at March 31, 2025, there was no employee employed throughout the year who was in receipt of remuneration of
Rs. 1.02 Crores or more per annum or Rs. 8.50 Lakhs or more per month, if employed for the part of the year.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

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

CHANGE IN THE NATURE OF BUSINESS:

There are no changes in the nature of Business.

DETAILS RELATING TO DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review. The Company has been
granted registration by the Reserve Bank of India, as a non-deposit taking NBFC. Being so, the Company has neither
accepted in the past nor has any future plans to accept any public deposits.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

The Company has been following directions, guidelines, circulars issued by SEBI, BSE, MCA, RBI etc. from time to
time relating to companies and that there are no significant & material orders passed by these regulators so far.

DISCLOSURES ON MANAGERIAL REMUNERATION:

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

LISTING WITH STOCK EXCHANGES:

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

INVESTOR COMPLAINTS AND COMPLIANCE:

During the year company has not received any investor complaints and that as on date no complaints are pending.
EARNINGS PER SHARE (EPS):

The Earnings Per Share (EPS) is Rs. 0.65 as at March 31, 2025 as against Rs. 0.88 as at March 31^st, 2024.

CAPITAL ADEQUACY:

Your Company''s capital adequacy ratio was 119.22% as on 31^st March, 2025 (previous year 112.83%).

VIGIL MECHANISM:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables
the employees to report to the management instances of unethical behavior actual or suspected fraud or violation
of Company''s Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to
report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle
Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee
in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time.
None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy
of the Company is available on the website of the Company www.srgfin.com.

NON-PERFORMING ASSETS AND PROVISIONS FOR CONTINGENCY:

Your Company adhered to the prudential guidelines for Non-performing Assets (NPAs), issued by Reserve Bank of
India, as amended from time to time. As per the prudential norms, the income on such NPAs is not to be recognized
if unrealized.

As per the prudential norms prescribed by the Reserve Bank of India, the Company has made provision for
contingencies on standard as well as non-performing assets.

DECLARATION UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

As required under the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and rules framed thereunder, the Company has implemented a policy on Sexual Harassment
of Women at Workplace. An internal complaint committee has been set up to receive complaints, investigate matter
and report to the management.

An Internal Committee has been constituted to receive complaints, investigate matter and report to the
management. Pursuant to the provisions of Section 22 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the complaints received thereunder and the details relating
thereto are as follows:

a. Number of complaints pending at the beginning of the year: Nil

b. Number of complaints received during the year: Nil

c. Number of complaints disposed of during the year: Nil

d. Number of cases pending at the end of the year: Nil

Your directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134
(3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and
listing regulations, to the extent the transactions took place on those items during the year. Your directors further
state that no disclosure or reporting is required in respect of the following items as there were no transactions on
these items during the year under review:

i. Equity Shares with differential rights as to dividend, voting or otherwise;

ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and
ESOS;

iii. Annual Report and other compliances on Corporate Social Responsibility;

iv. There is no revision in the Board Report or Financial Statement;

v. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the
going concern status and Company''s operations in future

vi. Information on subsidiary, associate and joint venture companies

PUBLIC DEPOSITS:

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act,
2013.

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

There are no loans and advances in the nature of loans to firms/companies in which directors are interested.
DISCLOSURE UNDER RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014:

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

REGULATORY COMPLIANCES

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

Your Company is also in compliance with the applicable provisions of the Companies Act, 2013 and rules
thereunder, Secretarial Standards, SEBI LODR Regulations and other applicable statutory requirements. For more
details regarding compliances, please refer the Secretarial Audit Report enclosed to this report

A NOTE OF APPRECIATION:

Your Directors of the Company place on record their appreciation for the advice, guidance and support given by
various regulatory authorities including the Reserve Bank of India (RBI), Securities and Exchange Board of India
(SEBI), Ministry of Corporate Affairs (MCA), Stock Exchange (BSE), Depositories (NSDL & CDSL) and all the bankers
and Lenders of the Company. The Directors would also like to acknowledge the role of all its stakeholders -
shareholders, borrowers, key partners and lenders for their continuing support to the Company. Directors also
record their appreciation for the dedicated services of the employees and their contribution to the growth of the
Company. The Board would also like to express its sincere appreciation to all the Company''s valued Shareholders,
Registrar & Share Transfer Agent, Rating agencies, local/ statutory authorities, Service Providers and Counselors
for their continued support and patronage.

Best Wishes

Sd/- Sd/-

Vinod K. Jain Seema Jain

Managing Director Director

DIN: 00248843 DIN: 00248706

Date: 02-09-2025
Place: - Udaipur

Mar 31, 2024

The Board of Directors of your Company take pleasure in presenting before you the 29^th Annual Report of the
Company together with the Audited Financial Statements for the financial year ended March 31, 2024.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS & STATE OF AFFAIRS:

(Rs. In Lakh)

Particulars	2023-24	2022-23
Gross Income	145.95	213.02
Less: Finance Cost	0.18	0.46
Overheads	91.42	152
Depreciation	2.52	2.35
Provision for Contingencies	(10.38)	(10.22)
Profit before Tax & Exceptional Items	62.21	68.43
Add: Exceptional Items	0.00	0.00
Profit Before T ax	62.21	68.43
Less: Tax Expenses (Including Deferred Tax)	15.07	16.52
Profit After Tax	47.14	51.91
Add: Balance b/d from the previous year	281.20	239.47
Add: Excess Provision For Income Tax	0.00	0.32
Surplus available for Appropriations	328.34	291.70
Appropriations:
Transferred to Special Reserve	9.50	10.50
Additional Provision for Income Tax	0.03	0.00
Balance carried over to Balance Sheet	318.81	281.20

Note: Figures have oeen regrouped / reclassified / rearranged wherever necessary while preparing the aoove
statement.

BUSINESS OVERVIEW:

â¢ As at 31^st March, 2024, the loan portfolio stood at Rs. 717.25 Lakhs as against Rs. 832.70Lakhs in
the previous year de growth of 13.87%. The reason of decrease in the loan book was due to moderate
economic growth, risk averseness in the lending environment.

â¢ Profit before tax amounted to Rs. 62.21 Lakhs in the year 2023-24 as against Rs. 68.43 Lakhs in the
preceding year.

â¢ Profit after Tax (PAT) amounted to Rs. 47.14 Lakhs in the year 2 3-24 against Rs. 51.91 Lakhs in the previous
year.

DIVIDEND:

CHANGES IN SHARE CAPITAL:

During the year under review, there is no change in share capital of the Company.

BORROWINGS:

Banks and Financial Institutions:

The Company did not avail any fresh credit facility during the year 2023-24. Further the company has nil
outstanding credit facilities from Banks and Financial Institutions as at March 31, 2024.

Ratings:

As on March 31, 2024 Company does not have any credit rating.

UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:

As at March 31, 2024 there is no unpaid/unclaimed Dividend and the shares to be transferred to the Investor
Education & Protection Fund.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

The composition of Board complies with the requirements of the Companies Act, 2013 (âActâ). Further, in pursuance
of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing
Regulationsâ), the Company is exempted from the requirement of having composition of Board as per Regulation
17 of Listing Regulations.

As on 31^st March 2024, the Board comprises of the following Directors;

Directors	DIN	No. of Director ship	No. of Committee		Category of Director
Directors	DIN	No. of Director ship	Member (Includingg SRGSFL)	Chairman (Including SRGSFL)	Category of Director
Mr. Vinod K. Jain	00248843	2	0	0	Promoter/ Managing Director
Mrs. Seema Jain	00248706	2	2	0	Promoter/ Whole Time Director
Mr. Nishant Badala	06611795	2	0	3	Independent Director

Mr. Dilip Kumar Singhvi	09240489	1	2	0	Independent Director
Ms. Richa Bhandari	08197563	1	1	0	Non-Executive Director

Mr. Dilip Kumar Singhvi has been appointed as independent director in 1 other listed entity with effect from 5^th August 2024

Disclosure of relationship between directors inter-se:

Name of Director	Nature of Relationship
Mr. Vinod K. Jain	Spouse
Mrs. Seema Jain	Spouse

Board Meeting

During the year under review, Board of Directors of the Company met 7 times on 25-04-2023, 29-05-2023,
26-07-2023, 28-08-2023, 05-09-2023, 14-11-2023, and 08-03-2024

The details of attendance of each Director at the Board Meetings are given below:

Name of Director	Number of Board Meetings Eligible to attend	Number of Board Meetings attended
Mr. Vinod Kumar Jain	7	6
Mrs. Seema Jain	7	6
Mr. Nishant Badala	7	7
Ms. Richa Bhandari	7	7
Mr. Dilip Kumar Singhvi	7	7

Independent Directors and Statement on declaration given by Independent Director-

A separate meeting of Independent Directors was held on Feb 16, 2024 to review the performance of NonÂ¬
Independent Directors and Board as whole and performance of Chairperson of the Company including assessment
of quality, quantity and timeliness of flow of information between Company management and Board.

Declaration of Fit & Proper Criteria

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

Information on Director:

There was no change in the directors during the financial year 2023-24

Mrs. Seema Jain was re-appointed as Whole time Director with effect from 20^th July, 2024 subject to approval of
shareholders of the company and she is not liable to retire by rotation.

Mr. Vinod Kumar Jain has been reappointed as the Managing Director of the Company with effect from 24^th June
2024 subject to approval of shareholders of the Company and he is liable to retire by rotation.

Mr. Nishant Badala is retiring from the position of independent director on the completion of his second term as an
independent director at the 29^th AGM, Mr. Suresh K Porwal is proposed to appointed as Independent Director with
effect from the conclusion of 29^th AGM.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (âSEBI Listing Regulationsâ) and Secretarial Standard, of the person seeking re-appointment as
Director are also provided in Notes to the Notice convening the 29^th Annual General meeting.

Information of Key Managerial personnel:

During the year there was a change in the Key Managerial Personnel of the Company. Ms. Vidhi Jain resigned from
the post of Company secretary with effect from April 25, 2023 and Ms. Priya Chaplot has been appointed as a
Company Secretary cum Compliance Officer of the Company with effect from July 26, 2023.

COMPOSITION OF BOARD COMMITTEES:

AUDIT COMMITTEE

Powers and Roles of the Committee:

Meetings:

The audit committee met 04 times during the year on 29-05-2023, 05-09-2023, 14-11-2023, and 08-03-2024.
The Composition of Audit Committee and attendance is as mentioned below:

Name of Members	Number of Meetings attended
Mr. Nishant Badala - Chairman	4
Mr. Dilip Kumar Singhvi- Member	4
Ms. Richa Bhandari- Member	4

STAKEHOLDER''S RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been constituted by the Board in compliance with the requirements
of Section 178 (5) of the Act.

Terms of reference of the Committee:

The chairman of the committee was present at the 28^th AGM to answer shareholder queries.

Investor Grievance Redressal:

SEBI vide Circular Ref: CIR/OIAE/2/2011 dated June 3, 2011 informed the Company that they had commenced
processing of investor complaints in a web-based complaints redress system âSCORESâ. Under this system, all
complaints pertaining to companies are electronically sent through SCORES and the companies are required to view
the complaints pending against them and submit Action Taken Report (ATRs) along with supporting documents
electronically in SCORES. During the year company did not receive any complaints from investors.

Meetings: The committee met 1 (One) time during the year 2023-24 on 08^th March, 2024.

The composition of the committee and details of attendance is as below:

Name of Members	No. of Meeting attended
Mr. Nishant Badala- Chairman	1
Mr. Dilip Kumar Singhvi- Member	1
Mrs. Seema Jain - Member	1

There are no investor complaint received during the year and no complaint is pending as on 31^st March, 2024.
NOMINATION AND REMUNERATION COMMITTEE

The Committee''s composition meets with the provisions of The Companies Act, 2013.

The role of the Nomination and Remuneration Committee inter alia, includes, Identify persons who are qualified to
become directors and who may be appointed in senior management in accordance with the criteria laid down, and
recommend to the board of directors their appointment and removal; Formulate the criteria for determining
qualifications, positive attributes and independence of a director and recommend to the board of directors a policy
relating to, the remuneration of the directors, key managerial personnel and other employees; Evaluate and approve
the adequacy of the compensation plans, policies and programs for

Meetings:

During the financial year 2023-24, the committee met 1 (one) times on 26-07-2023.

The details of composition and attendance at the Nomination and Remuneration Committee-

Name of Members	No. of Meeting attended
Mr. Dilip Kumar Singhvi- Chairman	1
Mr. Nishant Badala -Member	1
Ms. Richa Bhandari- Member	1

REMUNERATION POLICY:

The remuneration Paid to the directors is in line with the remuneration policy of the company.

MATTERS AS PRESCRIBED UNDER SUBSECTIONS (1) AND (3) OF SECTION 178 OF THE COMPANIES ACT,
2013:

CRITERIA ADOPTED FOR EVALUATION:

i. Performance review of all the Non-Independent Directors of the company on the basis of the activities
undertaken by them, expectation of board and level of participation;

ii. Performance review of the Executive Directors of the company in terms of level of competence of in steering
the company;

iii. The review and assessment of the flow of information by the company to the board and manner in which
the deliberations take place, the manner of placing the agenda and the contents therein;

iv. The review of the performance of the directors individually, its own performance as well as evaluation of
working of its committees shall be carried out by the board;

The Board of Directors has carried out an annual evaluation of its own performance, board committees and
individual directors pursuant to the provisions of the Act.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to SEBI (LODR) Regulations, 2015, and Circular/ Notifications/Directions issued by RBI from time to time,
Report on Management Discussion and Analysis is annexed herewith.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

DIRECTOR''S RESPONSIBILITY STATEMENT:

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

a. In the preparation of the annual accounts, the applicable accounting standards have been followed;

b. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates
were made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and
of the profit of the Company for the year ended on that date;

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

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

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

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

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

RELATED PARTY TRANSACTIONS:

All contracts / arrangements / transactions entered by the Company with related parties are in the ordinary course
of business and on an arm''s length basis. Your directors draw attention of the Members to Note no. 2 4 to the
Financial Statements which sets out related party disclosures.

RISK MANAGEMENT POLICY:

CORPORATE SOCIAL RESPONSIBILTY POLICY:

Pursuant to the provisions of Section 135 and Schedule VII of The Companies Act, 2013, at present the CSR
provisions are not applicable to the Company.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board and/or to the
Managing Director.

AUDITORS:

STATUTORY AUDITOR:

In accordance with provisions of Companies Act, 2013 the current Statutory Auditor M/S Valawat & Associates,
Chartered Accountants, (Registration No. 003623C) appointed by the members at the 27^th Annual General Meeting
held on September 30, 2022 as the statutory Auditor of the Company for a period of five years upto the conclusion
of 32^nd Annual General Meeting.

The Board of Directors places on record its appreciation for the services rendered by M/S Valawat & Associates as
the statutory Auditor of the Company.

Pursuant to the provisions of Section 139, 142 and all other applicable provisions of the Companies Act, 2013 and
Rules made thereunder, the Board of Directors of the Company on the recommendation of Audit Committee has
considered and recommended the appointment of. M/s Valawat & Associates (FRN: 003623C), Chartered
Accountant as statutory auditor for a term of five years beginning from the conclusion of 27 ^th AGM till the conclusion
of 32nd AGM, subject to approval of members at the ensuing AGM.

The Company has received a confirmation from the said Auditors that they are not disqualified and are eligible to
hold the office as Auditors of the Company.

The Statutory Auditors have audited the books of accounts of the Company for the financial year ended March 31,
2024 and have issued the Auditors'' Report thereon.

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

The details of remuneration paid by the Company to M/S Valawat & Associates, Chartered Accountants are provided
in note no. 23 of the financial statements.

SECRETARIAL AUDITOR:

Mr. Shiv Hari Jalan, Practicing Company Secretary was appointed as the Secretarial Auditor of the Company for the
financial year 2023-24 by the Board of Directors pursuant to provisions of The Companies Act, 2013 and Rules there
under. Secretarial audit report as provided by Mr. Shiv Hari Jalan, Practicing Company Secretary is annexed to this
Report.

QUALIFICATIONS IN AUDIT REPORT:

There are no qualifications, reservations or adverse remarks or disclaimer made:

(a) By the Statutory Auditor in his report; and

(b) By the Company Secretary in Practice in his Secretarial Audit Report.

There is a remark of company secretary appointment - âMs. Vidhi Jain resigned from the post of Company secretary
with effect from April 25, 2023 and Ms. Priya Chaplot has been appointed as a Company Secretary cum Compliance
Officer of the Company with effect from July 26, 2023â For this we wish to state that the SEBI notification SEBI/LAD-
NRO/GN/2023/131 dated 14^th June 2023, the timeline cannot apply retrospectively and therefore, for a vacancy
existing as on the date of notification, a timeline of 3 months from the date of the provision coming into effect should
apply.

PARTICULARS OF LOANS, GAURANTEES OR INVESTMENTS:

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy:

(B) Technology absorption:

The Company has imported no technology. Indigenous technology available is continuously upgraded to improve
overall performance.

(C) Expenditure incurred on research and development:

The Company has no formal research and development department but the Company is continuously making efforts
to strengthen research and development activities to improve quality and reduce cost.

(D) Foreign exchange earnings and Outgo:

During the year under review there was no earnings and outgo in foreign exchange.

REQUIREMENT FOR MAINTENANCE OF COST RECORDS:

Since the Company is Non-Banking Finance Company (NBFC), the Company is not required to maintain cost records
as specified by the Central Government under section 148 (1) of the Companies Act, 2013.

EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2024 is available on the Company''s website and can be accessed
at http://www.srgfin.com/

PARTICULARS OF EMPLOYEES:

As at March 31, 2024, there was no employee employed throughout the year who was in receipt of remuneration of
Rs. 1.02 Crores or more per annum or Rs. 8.50 Lakhs or more per month, if employed for the part of the year.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no material changes and commitments affecting financial position of the Company between March 31,
2024 and the date of Board''s Report.

CHANGE IN THE NATURE OF BUSINESS:

There are no changes in the nature of Business.

DETAILS RELATING TO DEPOSITS:

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

DISCLOSURES ON MANAGERIAL REMUNERATION:

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE where the Company''s
Shares are listed.

INVESTOR COMPLAINTS AND COMPLIANCE:

During the year company has not received any investor complaints and that as on date no complaints are pending.
EARNINGS PER SHARE (EPS):

The Earnings Per Share (EPS) is Rs. 0.88 as at March 31, 2024 as against Rs. 0.97 as at March 31, 2023.

CAPITAL ADEQUACY:

Your Company''s capital adequacy ratio was 112.83 as on 31st March, 2024 (previous year 102.30%).

VIGIL MECHANISM:

NON-PERFORMING ASSETS AND PROVISIONS FOR CONTINGENCY:

As per the prudential norms prescribed by the Reserve Bank of India, the Company has made provision for
contingencies on standard as well as non-performing assets.

DECLARATION UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

a. Number of complaints pending at the beginning of the year: Nil

b. Number of complaints received during the year: Nil

c. Number of complaints disposed of during the year: Nil

d. Number of cases pending at the end of the year: Nil

Your directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

GENERAL DISCLOSURE:

state that no disclosure or reporting is required in respect of the following items as there were no transactions on
these items during the year under review:

i. Equity Shares with differential rights as to dividend, voting or otherwise;

ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and
ESOS;

iii. Annual Report and other compliances on Corporate Social Responsibility;

iv. There is no revision in the Board Report or Financial Statement;

v. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the
going concern status and Company''s operations in future

vi. Information on subsidiary, associate and joint venture companies

PUBLIC DEPOSITS:

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act,
2013.

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

There are no loans and advances in the nature of loans to firms/companies in which directors are interested.
DISCLOSURE UNDER RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014:

REGULATORY COMPLIANCES

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

A NOTE OF APPRECIATION:

Your Directors of the Company place on record their appreciation for the advice, guidance and support given by
various regulatory authorities including the Reserve Bank of India (RBI), Securities and Exchange Board of India
(SEBI), Ministry of Corporate Affairs (MCA), Stock Exchange (BSE), Depositories (NSDL & CDSL). The Directors
would also like to acknowledge the role of all its stakeholders - shareholders, borrowers, key partners for their
continuing support to the Company. Directors also record their appreciation for the dedicated services of the
employees and their contribution to the growth of the Company. The Board would also like to express its sincere
appreciation to all the Company''s valued Shareholders, Registrar & Share Transfer Agent, Rating agencies, local/
statutory authorities, Service Providers and Counselors for their continued support and patronage.

Best Wishes

Vinod K. Jain Seema Jain

Managing Director Director

DIN: 00248843 DIN:00248706

Date:- 04-09-2024
Place: - Udaipur

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS & STATE OF AFFAIRS:

Particulars 2014-15 2013-14

Gross Income 164.08 120.13

Less: Finance Cost 39.68 36.96

Overheads 84.23 55.07

Depreciation 6.04 3.17

Profit before Tax & Exceptional Items 34.13 24.93

Add : Exceptional Items 0.00 0.00

Profit before Tax 34.13 24.93

Less : Provision for taxation 11.24 7.95

Profit after tax 22.89 16.98

Deferred Tax Assets 0.70 0.24

Add : Balance b/d from the previous year 18.78 41.58

Excess provision for NPA 0 2.11

Excess provision for Income Tax 0 0.09

Surplus available for appropriations 42.37 61.00

Appropriations

Transferred to Special Reserve 4.75 3.50

Provision for standard Assets 0.28 0.79

Utilised for Issue of Bonus Issue 0 37.93

Provision for NPA 0.60 0.00

Assets W/o as per co. act 2013 0.14 0.00

Excess Provision for Income Tax 0.03 0.00

Balance carried over to Balance Sheet 36.57 18.78

LENDING OPERATIONS & DISBURSEMENT OF LOANS:

Your Company registered a remarkable growth in its operations. The highlights of Company''s Performance are as follows:

*The operating profit before charging depreciation and tax amounted to Rs 40.17 lacs in the year 2014-15 as against Rs. 28.10 lacs in the preceding year; representing a rise of 42.95%.

*Profit after Tax (PAT) before extraordinary items went up by 36.93% to Rs. 23.58 lacs in the year 2014-15 from Rs.17.22 lacs in the previous year.

*As at 31st March, 2015, the loan portfolio stood at Rs. 890.91 lacs as against Rs. 765.45 lacs in the previ- ous year an increase of 16.39%.

As part of its liability management, your Company endeavors to diversify its resource base in order to achieve an appropriate maturity structure and minimize the weighted average cost of borrowed funds.

DIVIDEND:

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

CHANGES IN SHARE CAPITAL:

During the year under review, there were no changes in the share capital of the Company.

UNCLAIMED DIVIDEND:

Under the provisions of section 125 of Companies Act, 2013 dividends that remain unclaimed for a pe- riod of seven years from the date of declaration are required to be transferred to the Investor Educa- tion and Protection Fund (IEPF) administered by the Central Government. As at March 31st, 2015 there are no unpaid/ Unclaimed Dividend to be transferred to Investor Education and Protection Fund.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to the Clause 52 of the Listing Agreement with the BSE SME, Report on Management Discus- sion and Analysis is annexed herewith in Annexure IV.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

DIRECTOR''S RESPONSIBILITY STATEMENT:

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

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed;

(b) Accounting policies selected were applied consistently. Reasonable and prudent judgments and esti- mates were made so as to give a true and fair view of the state of affairs of the Company as at March 31st, 2015 and of the profit of the Company for the year ended on that date;

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

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

(e) Internal controls have been laid down to be followed by the Company and such internal controls were adequate and were operating effectively.

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

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 52 of the BSE SME Listing Agreement. A report on Corporate Governance is included as a part of this An- nual Report in ANNEXURE VI.

Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 52 of the Listing Agreement is attached to this report.

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and oth- ers entitled thereto.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. 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.

Your Directors draw attention of the members to Note 18 to the financial statement which sets out related party disclosures.

RISK MANAGEMENT POLICY:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 52 of the listing agreement, the company has in place risk management policy and a risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

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

CORPORATE SOCIAL RESPONSIBILTY POLICY:

Pursuant to the provisions of section 135 and schedule VII of the Companies Act, 2013, at present the CSR provisions are not applicable to the Company.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

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

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all loca- tions of the Company.

Based on the report of internal auditor, respective heads undertake corrective action in their respec- tive areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

DIRECTORS:

During the year under review, the Board of Directors on the recommendation of Nomination and Remuneration Committee has changed the Designation of Director Mr. Rajesh Jain from Executive Director to Non- Executive Director in the meeting held on July 13th, 2015 subject to the approval of members in the general meeting. Further in accordance with the provisions of the Act and the Articles of Association of the Company Mr. Rajesh Jain ,Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re appointment.

The term of appointment of Mrs. Seema Jain, Whole Time Director expires on 19.07.2015 and therefore Board of Director have in their meeting held on 13.07.2015 re- appointed Mrs. Seema Jain, Whole Time Director on such terms and conditions including remuneration as decided by Board on recommendation of Nomination & Remuneration Committee subject to the approval of members in the general meeting.

Your directors recommend their appointment / re-appointment.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence as laid down in Section 149(6).

AUDITORS:

Statutory Auditors:

At the 19th Annual General Meeting held on September 18th, 2014, the members had appointed M/s Valawat Jha Pamecha & Co. Chartered Accountants (registration No. 008265 C) as the statutory auditors of the Company for a period of 3 years upto the conclusion of 22nd Annual General Meeting to be held in the year 2017, subject to them ratifying the said appointment at every AGM. The Company has received a confirmation from M/s Valawat Jha Pamecha & Co. Chartered Accountants, to the effect that their appointment, if made, at the ensuing AGM would be in terms of Sections 139 and 141 of the Companies Act, 2013 and rules made there under. The board proposes to the mem- bers to ratify the said appointment of M/s Valawat Jha Pamecha & Co. Chartered Accountants.

Secretarial Auditors:

M/s Deepak Vijaywargey & Associates, Practicing Company Secretary, Udaipur was appointed as the Secretarial Auditor of the Company for the financial year 2014-15 by the Board of Directors pursu- ant to provisions of Companies Act, 2013 and rules there under. Secretarial audit report as provided by M/s Deepak Vijaywargey & Associates, Practicing Company Secretary is annexed to this Report as ANNEXURE II.

QUALIFICATIONS IN AUDIT REPORTS:

There are no qualifications, reservations or adverse remarks or disclaimer madeÂ

(a) By the statutory auditor in his report; and

(b) By the company secretary in practice in his secretarial audit report;

DISCLOSURES:

BOARD MEETINGS:

The Board of Directors met 5 (Five) times during this financial year 2014-15.

COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee consists of adequate composition of Executive, Non- Executive and Independent Directors. The details of which are mentioned in the Corporate Governance Report.

COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee consists of adequate composition of Non- Executive Inde- pendent Directors. The details of which are mentioned in the Corporate Governance Report.

COMPOSITION OF SHAREHOLDER''S /INVESTOR GRIEVANCE COMMITTEE:

The Shareholder''s /Investor Grievance Committee consist of adequate composition of Executive, Non- Executive and Independent Directors. The details of which are mentioned in the Corporate Governance Report.

PARTICULARS OF LOANS, GAURANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Com- panies Act, 2013, if any, apart from the loans made, guarantee given or security provided by the Com- pany in the ordinary course of business, if any, are given in the Notes to accounts forming part of the Audited Financial Statements for the year ended March 31, 2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy:

The Company''s operations are not power intensive. Nevertheless, your Company is taking every step to conserve and minimize the use of energy wherever possible such as using energy efficient computer terminals, purchasing energy efficient equipments etc.

(B) Technology absorption:

The Company has imported no technology. Indigenous technology available is continuously upgraded to improve overall performance.

(C) Expenditure incurred on research and development:

The Company has no formal research and development department but the Company is continuously making efforts to strengthen research and development activities to improve quality and reduce cost.

(D) Foreign exchange earnings and Outgo:

During the year under review there was no earnings and outgo in foreign exchange.

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the details forming part of extract of annual return in MGT 9 is annexed herewith as ANNEXURE III.

PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 197 of the Companies Act, 2013, read with the Com- panies (Particulars of Employees) Rules, 1975, as at March 31st, 2015, there were no employees in SRGSFL throughout the year who were in receipt of remuneration of Rs. 60 lacs or more per an- num or Rs. 5 Lacs or more if appointed for the part of the financial year.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no material changes and commitments affecting financial position of the company be- tween 31st March and the date of Board''s Report.

CHANGE IN THE NATURE OF BUSINESS:

There are no changes in the Nature of Business.

DETAILS RELATING TO DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review .The Company has been granted registration by the Reserve Bank of India, as a non-deposit taking NBFC. Being so, the Company has neither accepted in the past nor has any future plans to accept any public deposits.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

The Company has been following directions, guidelines, circulars issued by SEBI, BSE, MCA, RBI etc. from time to time relating to listed companies and that there are no significant & material or- ders passed by these regulators so far.

DISCLOSURES ON MANAGERIAL REMUNERATION:

Details of Managerial remuneration as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as per "Annexure VIII" to this re- port.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE SME where the Company''s Shares are listed.

INVESTOR COMPLAINTS AND COMPLIANCE:

During the year company has not received any investor complaints and that as on date no com- plaints are pending.

EARNINGS PER SHARE (EPS):

The Earnings Per Share (EPS) is 0.61 as at March 31st, 2015 as against 0.73 as at March 31 ST, 2014.

Particulars as on 31st March 2015 2014

Capital Adequacy Ratio 72.51% 77.63%

Your Company''s capital adequacy ratio was at 72.51% as on 31st March, 2015 , which we believe provides an adequate cushion to withstand business risks and is above the minimum requirement of 15% stipulated by the RBI.

NON-PERFORMING ASSETS AND PROVISIONS FOR CONTINGENCY:

Your Company adhered to the prudential guidelines for Non performing Assets (NPAs), issued by Reserve Bank of India, as amended from time to time. As per the prudential norms, the income on such NPAs is not to be recognised.

As per the prudential norms prescribed by the Reserve Bank of India, the Company has made provi- sion for contingencies on standard as well as non-performing assets.

A NOTE OF APPRECIATION:

Your Directors place on record their appreciation for the advice, guidance and support given by vari- ous regulatory authorities including the RBI, SEBI, MCA, the Stock Exchange (BSE), Depositories and all the bankers of the Company. The Directors would also like to acknowledge the role of all its stakeholders - shareholders, borrowers, key partners, and lenders for their continuing support to the Company. Your Directors also record their appreciation for the dedicated services of the em- ployees and their contribution to the growth of the Company. The Board would also like to express its sincere appreciation to all the Company''s valued Shareholders, RTA, Service Providers and Coun- selors for their continued support and patronage.

FOR AND ON BEHALF OF THE BOARD OF DIRECTOR

Sd/- Vinod K. Jain Managing Director DIN: 00248843 Place : Udaipur Date :25.05.2015

Mar 31, 2014

Dear Members

The Directors are pleased to present their Nineteenth Annual Report on the business and operations of your Company together with the Audited Accounts for the year ended 31st March, 2014.

The Financial performance of the Company for year ended 31st March, 2014 is summarized below:

FINANCIAL RESULT

(Rs. In Lacs)

Particulars 2013-14 2012-13

Gross Income 120.13 107.99

Less: Finance Cost 36.96 49.30

Overheads 55.07 33.43

Depreciation 3.17 2.88

Profit before Tax & Exceptional Items 24.93 22.38

Add : Exceptional Items 0.00 0.00

Profit before Tax 24.93 22.38

Less: Provision for taxation 7.95 7.11

Profit after tax 16.98 15.27

Deferred Tax Assets 0.24 0.19

Add : Balance b/d from the previous year 41.58 25.90

Excess Provision for NPA 2.11 5.77

Excess Provision for Income Tax 0.09 0.04

Surplus available for appropriations 61.00 47.17

Appropriations

Transferred to Special Reserve under 3.50 4.50

Section 36(1)(viii) of the Income Tax Act, 1961 Provision for standard Assets 0.79 1.09

Bonus Issue 37.93 0.00

Balance carried over to Balance Sheet 18.78 41.58

PERFORMANCE

Lending Operations Disbursement of Loans:

Your Company registered a remarkable growth in its operations. The operating profit before charging depreciation and tax amounted to Rs.28.10 lacs as against Rs. 25.26 lacs in the preceding year; representing a rise of 11.24%.Profit After Tax (PAT) before extraordinary items went up by 11.44% to Rs. 17.23 Lacs from Rs. 15.46 Lacs in the previous year.

The loan disbursed during the year ended 31st March, 2014 was to the extent of Rs. 435 Lacs as against Rs. 145 Lacs disbursed during the previous year.

As at 31st March, 2014, the loan book stood at Rs. 765.45 Lacs as against Rs. 454.24Lacs in the previous year an increase of 68.51% As part of its liability management, your Company endeavors to diversify its resource base in order to achieve an appropriate maturity structure and minimize the weighted average cost of borrowed funds.

DIVIDEND

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

CAPITAL ADEQUACY

Particulars As on 31st March 2014

Capital Adequacy Ratio 77.63%

Your Company''s capital adequacy ratio was at 77.63% as on 31st March,2014 , which we believe provides adequate caution to withstand business risks and is above the minimum requirement of 15% stipulated by the RBI.

NON-PERFORMING ASSETS AND PROVISIONS FOR CONTINGENCY

Your Company adhered to the prudential guidelines for Non performing Assets (NPAs), issued by Reserve Bank of India, as amended from time to time. As per the prudential norms, the income on such NPAs is not to be recognised.

As per the prudential norms prescribed by the Reserve Bank of India, the Company has made provision for contingencies on standard as well as non-performing assets.

PARTICULARS OF EMPLOYEES

During the year under review, no employee of the Company was in receipt of the remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

INFORMATION TECHNOLOGY AND COMMUNICATIONS

During the financial year 2013-14, apart from upgrading the existing software applications with enhanced/ added features to meet the current and emerging business needs, certain new application systems were implemented. Regular updation of Systems and procedures is undertaken from time to time to provide checks and alerts for avoiding fraud arising out of misrepresentation given by borrower/s while availing loans.

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to section 217(1)(e) of the Companies Act,1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988, as amended, the relevant information is given below :

A. CONSERVATION OF ENERGY :

The Company''s operations are not power intensive. Nevertheless, your Company is taking every steps to conserve and minimise the use of energy wherever possible such as using energy efficient computer terminals, purchasing energy efficient equipments etc.

B. RESEARCH AND DEVELOPMENT :

The Company has no formal research and development department but the Company is continuously making efforts to strengthen research and development activities to improve quality and reduce cost.

C. TECHNOLOGY IMPORT AND ABSORPTION :

The Company has imported no technology. Indigenous technology available is continuously upgraded to improve overall performance.

D. FOREIGN EXCHANGE EARNINGS AND OUT GO

During the year under review there was no earnings and outgo in foreign exchange.

INITIAL PUBLIC OFFERING

Company has fully spent / utilized the proceeds of the funds raised under the IPO as per the object of the issue. The disclosure in compliance with the Listing Agreement is as under :

STATEMENT OF UTILIZATION OF ISSUE PROCEEDS BY COMPANY

(Rs. In Lac)

Issue Object (as per Prospectus) Amount to be Amount actually utilized utilized till date

To augment our capital base and provide for our fund requirements for increasing our operational scale with respect to our NBFC activities

Granting of Loans 450.00 467.50

To meet the Issue Expenses 51.60 34.10

Total 501.60 501.60

CORPROATE GOVERNANCE :

Pursuant to the Clause 52 of the Listing Agreement with the Bombay Stock Exchange Limited, Report on Corporate Governance is annexed herewith.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the Clause 52 of the Listing Agreement with the Bombay Stock Exchange Limited, Report on Management Discussion and Analysis Report is annexed herewith.

PUBLIC DEPOSIT

Your Company has not accepted any deposits from the public during the year under review .The Company has been granted registration by the Reserve Bank of India, as a non-deposit taking NBFC. Being so, the Company has neither accepted in the past nor has any future plans to accept any public deposits.

DIRECTORATE

Mr. Nishant Badala (DIN: 06611795) and Mr. Bhupesh Kumar Jain (DIN: 06611787), directors of the company liable to retire by rotation and being eligible have offered themselves for re-appointment. Further Mr. ARJUN LAL JAIN (00147912), Independent Director of the Company, whose present term of office is as per the Companies Act, 1956 and liable to retire by rotation, be reappointed as a Non-Executive Independent Director of the Company, not subject to retirement by rotation, to hold office for a term of 5 (five) consecutive years. Further re appointment of Mr. Vinod K. Jain Managing Director on same terms and conditions as before is also approved by board and remuneration committee.

Your Directors recommend the above re-appointments.

BONUS ISSUE

The Company allotted a bonus issue of Shares in the ratio of 2:1 by capitalising Rs. 45, 58,000/-the balance lying in the Reserves and Surplus

PUBLIC ISSUE

During the year under review your Company entred into the capital market with a maiden public issue of 2508000 equity shares of Rs. 10/- each at a premium of Rs. 10/- per share aggregating to Rs.501.60 Lacs. The issue received an overwhelming response and the same was over subscribed by 1.15 times. The equity shares have been listed and are being traded on the SME platform of the Bombay Stock Exchange Limited. Subequent upon the bonus and public issue of the shares the issued, subscribed and paid up capital of your Company stands at Rs. 38754000 divided into 3875400 equity shares of Rs. 10/- each.

AUDITORS

The Board of Directors of the Company have on the recommendation of the Audit Committee proposed that Pursuant to the provisions of Sections 139-142 and other applicable provisions, if any, of the Companies Act, 2013 read with the underlying rules viz. Companies (Audit and Auditors) Rules, 2014 as may be, M/s Valawat Jha Pamecha & Co. Chartered Accountants (registration No. 008265 C), be reappointed as statutory auditors of the Company, to hold office from the conclusion of this Meeting until the conclusion of the Twenty Second Annual General Meeting (AGM) of the Company, subject to ratification by Members every year on a remuneration (including terms of payment) to be fixed by the Board of Directors of the Company, based on the recommendation of the Audit Committee. M/S Valawat Jha Pamecha & Co., Chartered Accountants, Udaipur have forwarded their certificates to the Company stating that their re-appointment, if made, will be within the limit specified in that behalf in section 141 of the Companies Act, 2013.

AUDITORS'' REPORT

The Auditors'' observations are self explanatory and hence do not call for any further clarification under section 217 of the Companies Act, 1956.

INVESTOR COMPLAINTS AND COMPLIANCE

All the investor complaints duly resolved and as on date no complaints are pending.

LISTING OF SHARES

The Equity Shares of your Company are listed on the SME platform of Bombay Stock Exchange Limited P. J. Towers, Dalal Street, Mumbai - 400 023 and the listing fees for the year 2014-2015, has been paid.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement 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 accounts for the financial year ended 31st March, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departure.

(ii) That the Directors have 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 and of the profit and loss of the Company for the year under review.

(iii) That the Directors have 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 have prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

EARNINGS PER SHARE (EPS)

The Earnings Per Share (EPS) is Rs. 0.73 as at March 31, 2014 as against Rs. 1.70 as at March 31, 2013.

REGULATORY GUIDELINES/AMMENDMENTS

The Company has also been following directions, guidelines, circulars issued by RBI, SEBI, BSE, MCA, from time to time pertaining to listed companies.

HUMAN RESOURCES AND TRAINING

The Company aims to align HR practices with business goals, motivate people for higher performance and build a competitive working environment. Productive high performing employees are vital to the company''s success. The Company had organised various training programmes for upgrading the skill and knowledge of its employees in different operational areas.

CODES AND STANDARDS

FAIR PRACTICE CODE

Your Company has in place a Fair Practice Code (FPC), which includes guidelines on appropriate staff conduct when dealing with customers and on the organisation''s policies vis-a-vis client protection.

CODE OF CONDUCT

Your Company has adopted a Code of Conduct for its Board Members and Senior Management personnel. The code of conduct has also been posted on the official website of the Company. The declaration by the Managing Director of the Company regarding compliance with the Code of Conduct for Board Members and Senior Management is annexed with the Corporate Governance Report.

CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

Your Company has formulated and adopted a Code for Prevention of Insider Trading Practices in accordance with the model code of conduct as prescribed under the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended. The code is applicable to all directors, senior employees and their dependents. The said persons are restricted from dealing in the securities of the Company during the ''restricted trading periods'' notified by the Company, from time to time.

A NOTE OF APPRECIATION

The Directors place on record their appreciation for co-operation and support extended by the Government, RBI, Banks, SEBI, Shareholders, Bankers to issue, RTA and customers for their continued support extended to the company at all times. The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTOR

Vinod K. Jain Managing Director DIN: 00248843

Place : Udaipur Date : 29.05.2014

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Directors Report of SRG Fingrow Finance Ltd.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS & STATE OF AFFAIRS:

BUSINESS OVERVIEW:

DIVIDEND:

CHANGES IN SHARE CAPITAL:

BORROWINGS:

Ratings:

UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

Disclosure of relationship between directors inter-se:

Board Meeting

Independent Directors and Statement on declaration given by Independent Director-

Declaration of Fit & Proper Criteria

Information on Director:

Information of Key Managerial personnel:

COMPOSITION OF BOARD COMMITTEES:

AUDIT COMMITTEE

Powers and Roles of the Committee:

Meetings:

STAKEHOLDER''S RELATIONSHIP COMMITTEE

Terms of reference of the Committee:

Investor Grievance Redressal:

Meetings:

MANAGEMENT DISCUSSION AND ANALYSIS:

SUBSIDIARY COMPANIES:

DIRECTOR''S RESPONSIBILITY STATEMENT:

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

RELATED PARTY TRANSACTIONS:

RISK MANAGEMENT POLICY:

CORPORATE SOCIAL RESPONSIBILTY POLICY:

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

AUDITORS:

STATUTORY AUDITOR:

SECRETARIAL AUDITOR:

QUALIFICATIONS IN AUDIT REPORT:

PARTICULARS OF LOANS, GAURANTEES OR INVESTMENTS:

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy:

(B) Technology absorption:

(C) Expenditure incurred on research and development:

(D) Foreign exchange earnings and Outgo:

REQUIREMENT FOR MAINTENANCE OF COST RECORDS:

EXTRACT OF ANNUAL RETURN:

PARTICULARS OF EMPLOYEES:

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

CHANGE IN THE NATURE OF BUSINESS:

DETAILS RELATING TO DEPOSITS:

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

DISCLOSURES ON MANAGERIAL REMUNERATION:

LISTING WITH STOCK EXCHANGES:

INVESTOR COMPLAINTS AND COMPLIANCE:

CAPITAL ADEQUACY:

VIGIL MECHANISM:

NON-PERFORMING ASSETS AND PROVISIONS FOR CONTINGENCY:

DECLARATION UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL) ACT, 2013:

GENERAL DISCLOSURE:

PUBLIC DEPOSITS:

REPORTING OF FRAUD:

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

REGULATORY COMPLIANCES

A NOTE OF APPRECIATION:

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS & STATE OF AFFAIRS:

BUSINESS OVERVIEW:

DIVIDEND:

CHANGES IN SHARE CAPITAL:

BORROWINGS:

Ratings:

UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

Disclosure of relationship between directors inter-se:

Board Meeting

Independent Directors and Statement on declaration given by Independent Director-

Declaration of Fit & Proper Criteria

Information on Director:

Information of Key Managerial personnel:

COMPOSITION OF BOARD COMMITTEES:

AUDIT COMMITTEE

Powers and Roles of the Committee:

DECLARATION UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

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

MATTERS AS PRESCRIBED UNDER SUBSECTIONS (1) AND (3) OF SECTION 178 OF THE COMPANIES ACT,
2013:

DECLARATION UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

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