Sera Investments & Finance India Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting their 39^th Annual report on the afiairs 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 March 31, 2024	For the Year Ended 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:Previousyearsfigureshavebeenregrouped/reclassifiedwherevernecessarytocorrespondwiththecurrentyearsclassification/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 COMPANYS 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 Ofice 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.fiKhandelwal Devesh & Associates, Practising Company Secretaries has been submitted to the Stock Exchanges and is annexed at "Annexure A" to this Boards 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,		13	12	12
				Executive
Mr. Sagar Samir Shah		Whole-Time Director		Promoter,		13	12	12
				Executive
Mr. Munjal		Director		Promoter, Non-		13	05	05
Mahendrabhai Patel*				Executive
Mr. Vipul Shirish Sheth		Director		Independent,		13	13	13
				Non-Executive
Mrs. Barkha Balkrushnan		Women Director		Independent,		13	13	13
Deshmukh				Non-Executive
Mr. Devi Prasad		Director		Independent,		13	04	00
Choudhary**				Non-Executive
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,		13		08	08
			Non-Executive
Mr. Parimal Suryakant	Director		Independent,		13		05	05
Patwa#			Non-Executive
Mr. Pranav Bharatkumar	Chief Financial		-		-		-	-
Chalishajar	Oficer
Ms. Pinaj Jain##	Company Secretary		-		-		-	-
	and Compliance
	Oficer
Mrs. Sangeeta Amit	Company Secretary		-		-		-	-
Khyani###	and Compliance
	Oficer

* Munjal Mahendrabhai Patel (DIN: 02319308) had resigned from the ofice of Non-Executive Director of the Company w.e.f. October 13, 2023. ** Mr. Devi Prasad Choudhary (DIN: 08782156) had resigned from the ofice 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 ofice of Company Secretary and Compliance Oficer of the Company w.ef. September 15, 2023. ### Mrs. Sangeeta Amit Khyani has been appointed as Company Secretary and Compliance Oficer 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, ofiers 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 afiecting 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 eficient 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 Non–Independent Directors, the Board as a whole and Chairman. They assessed the quality, quantity and timeliness of fiow of information between the Company Management and the Board. The Independent Directors expressed satisfaction over the performance and efiectiveness 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 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 Companys 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 Companys 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 efiect September 15, 2023 and Mrs. Sangeeta Amit Khyani has been appointed as Key Management Personnel of the Company with efiect 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 Oficer

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

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 Oficer 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 efiectively 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 afiairs 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 suficient 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 efiectively; and (vi) laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating efiectively.

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 ofice 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 Auditors 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 ofice 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	The management clarified that the Company was in: search
compliance oficer within the stipulated time as per Regulation	of right candidate for the post of Company Secretary after
6(1A) of SEBI LODR. However, The Company has appointed	resignation of Ms. Pinaj Jain as Company Secretary and
Company Secretary Mrs. Sangeeta Amit Khyani as Company	Compliance Oficer of the Company w.e.f. September 15, 2023. The
Secretary and Compliance Oficer w.e.f. December 20, 2023.	Company has appointed Mrs. Sangeeta Amit Khyani as Company
	Secretary and Compliance Oficer w.e.f. December 20, 2023.

COMPANY SECRETARY AND COMPLIANCE OFFICER:

Ms. Pinaj Jain has been appointed as Whole Time Company Secretary and Compliance Oficer of the company. However, she resigned from the ofice of Company Secretary and Compliance Oficer 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 Oficer 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	For the year ended
	on March 31, 2023	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.

SUBfiDIVISION/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 efiective 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 efiect 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.

PARTICULARSOFCONSERVATIONOFENERGY,TECHNOLOGYABSORPTION,FOREIGNEXCHANGEEARNINGSANDOUTGO:

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 efiorts 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 arms 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 arms 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 Companys 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 confiict with the interest of the Company at large. None of the Directors has any pecuniary relationship or transaction vis-?-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 arms 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 Companys 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 Companys 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 efiect 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 Afiairs 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 Afiairs, 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.

MANAGEMENTS 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 Managements Discussion and Analysis Report is given as an "Annexure -C" to this report.

VIGIL MECHANISM/WHISTLER BLOWER POLICY:

The Companys 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 Companys 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 Companys 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 afiecting 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 companys 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 Companys 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 Companys well-defined organizational structure, documented policy guidelines, defined authority matrix and internal financial controls ensure operational efiectiveness, reliability of financial data and compliance with applicable laws, regulations and Companys 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 efiectiveness of the Companys 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 efiectiveness of business processes and controls, assess the operating efiectiveness 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 Oficer on the Financial Statements of the Company for the year ended March 31, 2024 as "Annexure-H";

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS / NONfiEXECUTIVE DIRECTORS:

The Members of the Board of the Company are afiorded 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 Companys 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 fiCSRfi 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 Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Companys 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 difierential 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 Directors 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 efiorts 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 Ofice	For and on the behalf of the Board of Directors
306, 3rd Floor, Ashirwad Paras-1,	SERA INVESTMENTS & FINANCE INDIA LIMITED
Near Kanti Bharwad PMT,
Opposite Andaj Party Plot,fi
S.G. Highway, Makarba,
Ahmedabad-380009, Gujarat
	Sd/-	Sd/
	SHWETA SAMIR SHAH	SAGAR SAMIR SHAH
Place: Ahmedabad	MANAGING DIRECTOR	WHOLE-TIME DIRECTOR
Date: September 02, 2024	DIN: 03082967	DIN: 03082957
Annual Report 2023-24