Directors Report of SRG Housing Finance Ltd.

Mar 31, 2025

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

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS & STATE OF AFFAIRS:

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

Particulars	2024-25	2023-24
Profit Before Fair Value Changes, and Provision for Expected Credit Loss	31.73	27.51
Net Gain/(Loss) on Fair Value Changes	0.07	0.01
Impairment on Financial Instruments (Expected Credit Loss)	1.61	1.40
Profit Before Tax	30.05	26.10
Less: Tax Expenses (Including Deferred tax)	5.66	5.04
Profit After Tax	24.39	21.06
Other Comprehensive Income	(0.01)	0.04
Total Comprehensive Income	24.38	21.10
Retained Earnings	118.25	98.77
Opening Balance	98.77	81.88
Profit for the year	24.39	21.06
Other Comprehensive Income	(0.01)	0.04
Amount Available for Appropriations	123.17	102.98
Appropriations:
Transferred to Special Reserve under Section 36(1)(viii) of The Income Tax Act, 1961& Section 29C of the NHB Act, 1987	4.90	4.21
Excess provision	0.00	0.00
Other Adjustment due to IND AS	0.00	0.00

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

BUSINESS PERFORMANCE:

A. Lending operations:

Assets Under Management (AUM):

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

Sanctions:

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

Disbursements:

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

B. Profits:

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

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

NON-PERFORMING ASSETS AND PROVISIONS
FOR CONTINGENCY:

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

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

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

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

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

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

CAPITAL ADEQUACY RATIO:

Particulars as on March 31st	2025	2024
Capital Adequacy Ratio	47.75%	35.67%

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

Internal Capital Adequacy Assessment Process
(ICAAP)

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

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

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

DIVIDEND:

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

EMPLOYEE STOCK OPTION SCHEME

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

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

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

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

CHANGES IN SHARE CAPITAL:

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

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

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

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

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

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

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

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

BORROWINGS:

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

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

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

Borrowing Mix:

Borrowing Profile (%)	FY25	FY24
Banks (%) |	46.46%	49.41%
FI (%)	47.59%	39.17%
NHB (%)	5.95%	11.42%

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

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

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

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

Further details of borrowings are provided under
notes to accounts.

UNCLAIMED DIVIDEND AND UNCLAIMED
SHARES:

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

Particulars	No. of Shares
Balance as at April 1, 2024	0
Transferred during financial year 2024-25	0
Claims processed by IEPF Authority during the financial year 2024-25	0
Balance as at March 31, 2025	0

UNCLAIMED NON-CONVERTIBLE DEBENTURES
AND INTEREST THEREON:

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

As at March 31, 2025 there was no NCDs

amount or interest thereon, which remained
unclaimed and unpaid.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT (MDA):

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

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

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

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

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

DIRECTOR’S RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

REGULATORY COMPLIANCES:

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

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

and Rules thereunder, Secretarial Standards,

SEBI LODR Regulations and other applicable
statutory requirements.

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

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

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

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

CORPORATE GOVERNANCE AND

SHAREHOLDERS INFORMATION:

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

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

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

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

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

INTERNAL GUIDELINES ON CORPORATE
GOVERNANCE:

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

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

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:

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

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

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

RISK MANAGEMENT POLICY:

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

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

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

CORPORATE SOCIAL RESPONSIBILTY POLICY
AND INITIATIVES:

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

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

DETAILS OF ADEQUACY OF INTERNAL
FINANCIAL CONTROLS:

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

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

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

DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

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

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

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

Name	DIN/PAN	Designation
Vinod Kumar Jain	00248843	Managing Director
		Non-Executive
Seema Jain	00248706	Non-Independent Director
		Non-Executive
Garima Soni	08336081	Non-Independent Director
Nishant Badala	06611795	Non-Executive- Independent Director
Dilip Kumar Singhvi	09240489	Non-Executive- Independent Director
		Non-Executive-
Mohit Singhvi	10681694	Independent Director
Sureshkumar		Non-Executive-
Kanhaiyalal	08966740	Independent
Porwal		Director
Archis Jain	BCUPJ5855M	Chief Executive Officer
Ashok Modi	CPLPM4355L	Chief Financial Officer
Divya Kothari	GUDPK5580E	Company Secretary

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

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

Appointment / Resignation of Directors:

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

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

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

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

Key Managerial Personnel (KMP):

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

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

1. Mr. Vinod Kumar Jain - Managing Director

2. Ms. Divya Kothari - Company Secretary

3. Mr. Archis Jain - Chief Executive Officer

4. Mr. Ashok Kumar - Chief Financial Officer

DECLARATION FROM INDEPENDENT
DIRECTORS

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

DECLARATION OF FIT & PROPER CRITERIA:

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

PERFORMANCE EVALUATION OF THE BOARD:

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

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

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

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

AUDITORS:

Statutory Auditor:

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

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

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

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

Secretarial Auditor:

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

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

SECRETARIAL STANDARDS:

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

MEETINGS OF THE BOARD AND COMMITTEES:

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

PARTICULARS OF LOANS, GAURANTEES OR
INVESTMENTS:

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

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

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
OUTGO:

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

REQUIREMENT FOR MAINTENANCE OF COST
RECORDS:

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

EXTRACT OF ANNUAL RETURN:

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

PARTICULARS OF EMPLOYEES:

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

EVENTS SUBSEQUENT TO THE DATE OF
FINANCIAL STATEMENTS:

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

CHANGE IN NATURE OF BUSINESS:

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

DETAILS RELATING TO DEPOSITS:

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

SIGNIFICANT & MATERIAL ORDERS PASSED
BY THE REGULATORS:

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

DISCLOSURES ON MANAGERIAL

REMUNERATION:

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

LISTING WITH STOCK EXCHANGES:

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

INVESTOR COMPLAINTS AND COMPLIANCE:

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

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

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

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

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

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

ACKNOWLEDGEMENTS:

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

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

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

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

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

Best Wishes

Vinod K. Jain Seema Jain

Managing Director Director

DIN:00248843 DIN:00248706

Date: 02-07-2025
Place: - Udaipur

---

Mar 31, 2024

The Board of Directors of your Company take pleasure in presenting before you the 25th Annual Report on the operational and business performance of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2024.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS & STATE OF AFFAIRS:

The summarized financial performance for the Financial Year ended March 31, 2024 and a comparison with previous year are as under:

In Crores)

Particulars	2023-24	2022-23
Profit Before Fair Value Changes, and Provision for Expected Credit Loss	27.51	23.37
Net Gain/(Loss) on Fair Value Changes	0.01	0.11
Impairment on Financial Instruments (Expected Credit Loss)	1.40	2.17
Profit Before Tax	26.10	21.09
Less: Tax Expenses (Including Deferred tax)	5.04	3.99
Profit After Tax	21.06	17.06
Other Comprehensive Income	0.04	(0.03)
Total Comprehensive Income	21.10	17.03
Retained Earnings	98.77	81.88
Opening Balance	81.88	68.28
Profit for the year	21.06	17.06
Other Comprehensive Income	0.04	(0.03)
Amount Available for Appropriations	102.98	85.31
Appropriations:
Transferred to Special Reserve under Section 36(1)(viii) of The Income Tax Act, 1961& Section 29C of the NHB Act, 1987	4.21	3.42
Excess provision	0.00	0.00
Other Adjustment due to IND AS	0.00	0.00

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

BUSINESS PERFORMANCE:

A. Lending operations:

Assets Under Management (AUM):

During the year under review, SRG Housing maintained robust growth. The Gross Loan Book as at March 31, 2024 stood at H601.59 Crores as against H438.36 Crores as at March 31, 2023, growth of 37.24%. As at March 31, 2024 the Loan Portfolio contributing Housing loans as 69.84%, (previous year 66.14%) and Loan against properties (LAP) as 30.16% (previous year 33.86%).

Sanctions:

During the Financial Year under review, your Company sanctioned housing loans of H207.44 Crores as compared to H124.72 crores in the previous financial year and LAP sanctioned H104.63 crores as compared to H77.22 crores in previous financial year.

Disbursements:

During the Financial Year under review, your Company disbursed housing loans of H187.44 Crores as compared to H118.97 crores in the previous financial year and LAP disbursed H96.17 crores as compared to H71.77 crores in previous financial year.

B. Profits:

The profit before tax for FY24 increased by 24.05% to H26.10 crores (FY23: H21.04 crores).

The profit after tax for FY24 increased by 23.45% to H21.06 crores (FY23: H17.06 crores).

NON-PERFORMING ASSETS AND PROVISIONS FOR CONTINGENCY:

The Gross NPA of your Company as on March 31, 2024 was H13.76 Crore; 2.29% (previous year H10.97 Crore; 2.50%). The Net NPA as on 31st March 2024 was H4.11 Crore; 0.69% (previous year 2.18 Crore;

0.52%). No account has been written off during FY 24 (FY23: Nil).

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

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

The Company has maintained cumulative NPA provision of H9.65 Crores against the required provision of H6.64 crores (Previous year H8.79 crores against requirement of H5.35 crores). Further for standard assets Company carries provision of H2.01 Crores (Previous year H1.47 Crores).

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

Pursuant to the cited norms classification of loans amounting to H0.51 Crs as non-performing assets (Stage 3) as at Mar''24.

CAPITAL ADEQUACY RATIO:

Particulars as on March 31st	2024	2023
Capital Adequacy Ratio	35.67%	36.44%

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

INTERNAL CAPITAL ADEQUACY ASSESSMENT PROCESS (ICAAP)

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

Accordingly, we have designed its ICAAP Policy and assessed applicable risk in ICAAP, as per internal methodology, which is proportionate to the scale and complexity of our operations

DIVIDEND:

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

EMPLOYEE STOCK OPTION SCHEME

The Company believes that its success is largely determined by the quality of its workforce and their commitment towards achieving the goals of the Company. In order to enable the employees of the Company to participate in the future growth and success of the Company, Employee Stock Option Scheme - 2023 (“Scheme”) was adopted by the Company. In terms of Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014, the disclosures for the FY23-24 with respect to ESOP 2023 have been provided on the website of the Company.

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

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

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

CHANGES IN SHARE CAPITAL:

During the year under review, the Company''s share capital increased due to allotment of 300,000 equity shares to Mr. Vinod Kumar Jain. On exercise of warrants alloted to Mr. Vinod Kumar Jain (promoter), the board has alloted 3,00,000 equity shares to him on March 19, 2024. These shares were issued at a price of H200 per share, with a face value of H10 each and a premium of H190 per share.

As of March 24, 2024, the share capital of the Company stands at H13,30,00,000/-. Apart from the aforementioned allotment, there were no other changes in the share capital of the Company during FY 2023-24.

BORROWINGS:

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

The Company availed H262.80 Cr. in FY 24 out of which 39.51% from Banks and rest from Financial Institutions and NHB.

In FY24 the outstanding borrowing was H491.26 Crore vs H357.24 Crore in FY23.

Borrowing Mix:

Borrowing Profile (%)	FY24	FY23
Banks (%)	49.41%	38.10%
NCD (%)	0%	11.50%
FI (%)	39.17%	39.54%
NHB (%)	11.42%	10.86%

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

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

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

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

Debenture Trust Agreement(s) were executed in favour of Catalyst Trusteeship Limited for NCDs issued by the Company on private placement basis. As on March 31, 2024 all the NCDs were redeemed

Further details of borrowings are provided under notes to accounts.

UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:

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

Particulars	No. of Shares
Balance as at April 1, 2023	0
Transferred during financial year 2023-24	0
Claims processed by IEPF Authority during the financial year 2023-24	0
Balance as at March 31, 2024	0

UNCLAIMED NON-CONVERTIBLE DEBENTURES AND INTEREST THEREON:

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

As at March 31, 2024 there was no NCDs amount or interest thereon, which remained unclaimed and unpaid.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA):

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

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

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

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

No material changes and commitments, affecting the financial position of the Company have occurred between the financial year ended March''24 and date of this Director''s Report.

DIRECTOR’S RESPONSIBILITY STATEMENT:

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

a. In the preparation of the annual accounts for the year ended on March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

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

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

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

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

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

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

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

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

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

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

REGULATORY COMPLIANCES:

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

Your Company is also in compliance with the applicable provisions of the Companies Act, 2013 and Rules thereunder, Secretarial Standards,

SEBI LODR Regulations and other applicable statutory requirements.

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

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

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

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

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

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

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

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

The said certificate for financial year 2023-24 does not contain any qualification, reservation or adverse remarks.

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

INTERNAL GUIDELINES ON CORPORATE GOVERNANCE:

As on March''24 your Company adhered to the Internal Guidelines on Corporate Governance adopted in accordance with Master Directions-Non-Banking Finance Company (Housing Finance Company), (Reserve Bank) Directions, 2021, which inter-alia, defines the legal, contractual and social responsibilities of the Company towards its various Stakeholders and

lays down the Corporate Governance practices of the Company. The said policy is available on the website of the Company and can be accessed at https:// srghousing.com/PoliciesCode

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

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

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

RISK MANAGEMENT POLICY:

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

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

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

CORPORATE SOCIAL RESPONSIBILTY POLICY AND INITIATIVES:

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

to ensure implementation of projects and activities undertaken by the Company towards CSR activities.

The total amount spent during financial year 2023-24 was H65.10 Lakhs (Previous Year H48.43 Lakhs). The Annual Report on CSR activities including brief contents are provided to this report.

Further, your Company has constituted a separate entity named as “SRG Foundation” to effectively channelize CSR Funds to provide impetus on philanthropic initiatives of your Company. Your Company plans to drive CSR initiatives directly as well as through the SRG Foundation.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

The Board of the Company comprises 7 Directors, consisting of 4 Independent Directors, 2 Non-Executive Women Directors and a Managing Director as on March 31, 2024.

Details of Board of Directors along with Key Managerial Personnel as on March 2024 is mention below:

Name	DIN/PAN	Designation
Vinod Kumar Jain	00248843	Managing Director
Seema Jain	00248706	Non-Executive Non-Independent Director
Garima Soni	08336081	Non-Executive Non-Independent Director
Nishant Badala	06611795	Non-Executive- Independent Director
Vikas Gupta	05280808	Non-Executive- Independent Director
Ashok Kabra	00240618	Non-Executive- Independent Director
Sureshkumar Kanhaiyalal Porwal	08966740	Non-Executive- Independent Director
Archis Jain	BCUPJ5855M	Chief Executive Officer
Ashok Kumar	CPLPM4355L	Chief Financial Officer
Divya Kothari	GUDPK5580E	Company Secretary

Appointment / Resignation of Directors:

Pursuant to the provisions of Section 152 of the Act, Mrs. Garima Soni, Non-Executive Director being the longest in office among directors who are liable to retire by rotation, retires and being eligible; offers herself for re-appointment at the ensuing 25th Annual General Meeting.

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

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

Further no director has been resigned from the Company during the Financial Year under review.

Key Managerial Personnel (KMP):

During the year under review Mr. Archis Jain has been appointed as Chief Executive Officer of the Company with effect from April 24, 2023, except this there is no other change in the Key Managerial Personnel of the Company.

In terms of the Act, the following are the KMPs of the Company as on 31st March''24:

1. Mr. Vinod Kumar Jain - Managing Director

2. Ms. Divya Kothari - Company Secretary

3. Mr. Archis Jain - Chief Executive Officer

4. Mr. Ashok Kumar - Chief Financial Officer

DECLARATION FROM INDEPENDENT DIRECTORS

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

DECLARATION OF FIT & PROPER CRITERIA:

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

PERFORMANCE EVALUATION OF THE BOARD:

The Company has defined a manner of evaluation as per the provisions of the Act and SEBI Listing Regulations and for the evaluation of the performance of the Board, Committees of Board & Individual Directors. The above manner is based on the Guidance Note on Board Evaluation issued by the SEBI on January 05, 2017

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

During the financial year under review, a separate meeting of the Independent Directors was held on March 19, 2024 without the attendance of Non-Independent Directors and the Management of the Company. The Independent Directors had discussed and reviewed the performance of the Non-Independent Directors and the Board as a whole and also assessed the quality, quantity and timeliness of the flow of information between the Management and the Board, which is necessary for the Board to effectively and reasonably perform its duties.

AUDITORS:

Statutory Auditor:

Pursuant to the provisions of Section 139, 142 and all other applicable provisions of the Companies Act, 2013 and Rules made thereunder, at the 23rd Annual General Meeting held on August 5, 2022 the members had appointed M/s Valawat & Associates (FRN: 003623C), Chartered Accountant as statutory auditor for a term of five years beginning from the conclusion of 23rd AGM till the conclusion of 28th AGM.

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. 27 of the financial statements.

During the year under review, the statutory auditor has not reported any 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 2023-24 by the Board of Directors pursuant to provisions of the Companies Act, 2013 and Rules framed there under. Secretarial Audit Report along with the Secretarial Compliance Report as prescribed by SEBI as provided by Mr. Shiv Hari Jalan, Practicing Company Secretary is annexed to this Annual Report. The Secretarial Auditors have not submitted any material qualifications, reservations or adverse remarks or disclaimers. Further, the

Secretarial Auditors have not reported any instances of fraud in terms of Section 143 (12) of the Act.

SECRETARIAL STANDARDS:

During the year under review, the Company complies with the applicable Secretarial Standards by the Institute of Company Secretaries of India.

MEETINGS OF THE BOARD AND COMMITTEES:

During the financial year 2023-24, 10 meetings of the board of directors were held and the related details, including details of various committees and meetings thereof are available in the Report of Directors on Corporate Governance forming part of this Annual Report.

PARTICULARS OF LOANS, GAURANTEES OR INVESTMENTS:

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

As regards investment made by the Company, the details of the same are provided under Note no. 5 forming part of Financial Statements of the Company for the year ended March 31, 2024.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

There is no information to disclose under the head ''Conservation of Energy and Technology Absorption'' given in the above rules since the Company is engaged in providing financial services activities. However, your Company is taking every step to conserve and minimize the use of energy wherever possible. There were no foreign exchange earnings and outgo, during financial year 2023-24.

REQUIREMENT FOR MAINTENANCE OF COST RECORDS:

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

EXTRACT OF ANNUAL RETURN:

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

PARTICULARS OF EMPLOYEES:

As on March 31, 2024 the Company had 1 employee employed throughout the year who was in receipt of remuneration of more than H1.02 crores per annum. Except this no other employee employed throughout the year that was in receipt of remuneration of H1.02 crores or more per annum or H8.50 lacs or more per month if employed for part of the year. Disclosures on managerial remuneration are annexed to this report.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

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

CHANGE IN NATURE OF BUSINESS:

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

DETAILS RELATING TO DEPOSITS:

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

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

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

DISCLOSURES ON MANAGERIAL REMUNERATION:

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

LISTING WITH STOCK EXCHANGES:

Having listed on BSE in 2012, the Company is listed on NSE exchange on 21 Aug 2023 by Direct Listing Application.

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

INVESTOR COMPLAINTS AND COMPLIANCE:

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

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

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

In terms of section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, we report that, during 2023-24, no case has been reported under the said act.

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

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

ACKNOWLEDGEMENTS:

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

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

Your directors also record their appreciation for the dedicated services of the employees and their contribution to the growth of the Company especially during the difficult times of the pandemic.

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

Best Wishes

Vinod K. Jain Seema Jain

Managing Director Director

DIN: 00248843 DIN:00248706

Date: 03-07-2024 Place: - Udaipur

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Mar 31, 2018

To

The Members,

The Board of Directors of your Company take pleasure in presenting before you the 19^th Annual Report of the Company together with the Audited Financial Statements for the financial year ended March 31, 2018.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS & STATE OF AFFAIRS:

(Rs. In Crores)

Particulars	2017-18	2016-17
Gross Income	34.16	14.56
Less: Finance Cost	11.27	5.74
Overheads	9.35	4.40
Depreciation	0.44	0.32
Provision for Investment	(0.10)	0.07
Profit Before Tax & Exceptional Items	13.20	4.03
Add : Exceptional Items	0.00	0.00
Profit Before Tax	13.20	4.03
Less : Provision for Taxation (Including Deferred tax)	3.58	1.32
Profit After Tax	9.62	2.71
Add : Balance b/d from the previous year	5.29	3.44
Surplus available for Appropriations	14.91	6.15
Appropriations:
Transferred to Special Reserve under Section 36(1)(viii) of The Income Tax Act, 1961 & Section 29C of the NHB Act, 1987	1.95	0.54
Provision for Standard Assets	0.35	0.11
Provision for NPA	1.73	0.13
Deferred Tax Liability on Special Income Tax Reserve	0.00	0.08
Excess provision	0.02	0.00
Balance carried over to Balance Sheet	10.86	5.29

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. 13.64 Crores in the year 201718 as against Rs. 4.34 Crores in the preceding year; representing a rise oRs. 214.29%.

- Profit After Tax (PAT) before extraordinary items went up by 254.98 % to Rs. 9.62 Crores in the year 2017-18 from Rs. 2.71 Crores in the previous year.

- As at 31^st March, 2018, the Loan Book stood at Rs. 200.28 Crores as against Rs. 81.83 Crores in the previous year marking an increase oRs. 144.75%.

- Disbursements during the year amounted to Rs. 142.82 Crores as against Rs. 47.37 Crores in previous year representing a growth oRs. 201.50%.

As a 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.

BORROWINGS:

A. NHB Refinance:

The Company did not avail any refinance during the year from NHB. The refinance outstanding as at March 31, 2018 amounts to Rs. 5.33 Crores.

B. Banks and Financial Institutions:

The Company availed fresh credit facilities of Rs. 102.50 Crores from multiple Banks and Financial Institutions during the year 2017-18. The outstanding credit facilities from Banks and Financial Institutions as at March 31, 2018 amounts to Rs. 138.78 Crores.

C. Non-Convertible Debentures:

During the year 2017-18, the Company raised funds amounting to Rs. 25 Crores through issue oRs. 2500 Secured Rated Listed Redeemable Non-Convertible Debentures (“NCDs”) of Rs. 1,00,000/- each fully paid up in multiple series in one or more tranches on private placement basis, pursuant to the special resolutions passed by shareholders at their meetings held on August 22, 2016 and September 30, 2017. The terms include the tenure oRs. 60 months, rate of interest at fixed rate for 1st 3 years from deemed date of allotment i.e. 10.90% then floating rate linked to SBI MCLR for the remaining tenor till maturity; Linked to 1 year MCLR of the State Bank of India(SBI) spread; Current 1 year MCLR of SBI is 8%, Spread 290 Basis points. Coupon payment being Monthly and on Redemption and principal redemption in Equal Monthly instalments starting from the end of the 3rd Month from the deemed date of allotment. The Resource Planning Policy has been formulated as per the Directions issued by the National Housing Bank. As on March 31, 2018 the outstanding NCDs stood at Rs. 22.84 Crores.

During the year, Brickwork Ratings, the Credit Rating Agency upgraded the rating assigned to NCDs from BWR BBB- (BWR Triple B Minus) Outlook: Stable to BWR BBB (BWR Triple B) Outlook: Stable.

DISCLOSURE UNDER HOUSING FINANCE COMPANIES ISSUANCE OF NON-CONVERTIBLE DEBENTURES ON PRIVATE PLACEMENT BASIS (NHB) DIRECTIONS, 2014:

In accordance with the Housing Finance Companies Issuance of Non-Convertible Debentures on private placement basis (NHB) Directions, 2014, during the year under review, the Non-Convertible Debentures issued on private placement basis, were paid/redeemed by the Company on their respective due dates and there were no such instances of any Non-Convertible Debentures which have not been claimed by the investors or not paid by the Company after the date on which the Non-Convertible Debentures became due for redemption.

UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:

As at March 31, 2018, dividend amounting to Rs. 5025/- has not been claimed by the shareholders. The Company has been intimating the shareholders to lodge their claim for dividend from time to time.

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, 2018 there is no unpaid/ unclaimed Dividend and the shares to be transferred to the Investor Education & Protection Fund.

In terms of the IEPF (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has made the relevant disclosures to the Ministry of Corporate Affairs (MCA) regarding unpaid/unclaimed dividends. The Company has uploaded prescribed information on www.iepf.gov.in and www. srghousing.com.

UNCLAIMED NON-CONVERTIBLE DEBENTURES AND INTEREST THEREON:

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

During the year under review there was no Matured NCDs and/or interest thereon required to be transferred to IEPF.

MANAGEMENT DISCUSSION AND ANALYSIS:

Puruant to SEBI (LODR) Regulations, 2015, and NHB Directions dated 9^th February, 2017, Report on Management Discussion and Analysis is annexed herewith as Annexure IV.

SUBSIDIARY COMPANY:

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:

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

- 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, 2018 and of the profit of the Company for the year ended on that date;

- 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;

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

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

- 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 the SEBI (LODR) Regulations, 2015, Corporate Governance (National Housing Bank) Directions, 2016 dated, 9^th February, 2017 and the Companies Act, 2013 and Rules thereto, as amended from time to time.

Pursuant to the SEBI (LODR) Regulations, 2015, and the Corporate Governance (National Housing Bank) Directions, 2016, and disclosures as required under The Companies Act, 2013 and the Rules thereto, a separate Section titled ‘Report on Corporate Governance’ forms part of this Annual Report as Annexure V.

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

The said certificate for financial year 2017-18 does not contain any qualification, reservation or adverse remarks.

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

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. 28.10 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.

Pursuant to Corporate Governance (National Housing Bank) Directions, 2016, dated February 9, 2017, a policy on transactions with related parties is given as Annexure III to this report.

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.srghousing.com/DataImages/download/Related%20Party%20Transactions-%20Policy.pdf).

RISK MANAGEMENT POLICY:

Pursuant to Section 134 (3) (n) of The Companies Act, 2013, The SEBI (LODR) Regulations, 2015 and NHB circular on Corporate Governance, the Company has in place a risk management framework approved by the Board of Directors.

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

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

ASSET LIABILITY MANAGEMENT POLICY:

SRGHFL has in place Asset Liability Management Policy approved by Board. The ALCO committee is entrusted with the task to oversee the ALM position of the Company on a periodic basis. The Asset Liability Management Committee comprises of Managing Director and members of Senior Management.

CORPORATE SOCIAL RESPONSIBILTY POLICY:

Pursuant to the provisions of Section 135 and Schedule VII of The Companies Act, 2013, during the financial year 2017-18 the CSR provisions were not applicable on 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 action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board and/or to the Managing Director.

DIRECTORS:

During the year, the terms of appointment of Mr. Vinod K. Jain, Managing Director of the Company was revised by shareholders in their 18th AGM held on 30.09.2017 regarding revision in remuneration of Mr. Vinod K. Jain, subject to the terms and conditions as approved by Shareholders in their 16^th AGM held on 10.09.2015.

During the year, Mr. Rajesh Jain resigned from the post of Non-executive Director of the Company due to personal reasons. Board of Directors accepted the same with effect from 21.11.2017.

In accordance with the provisions of The Companies Act, 2013 and the Articles of Association of the Company Ms. Seema Jain, Director is liable to retire by rotation at the ensuing 19^th Annual General Meeting and being eligible offers herself for re-appointment.

Necessary resolution for re-appointment of the aforesaid director and her detailed profile has been included in the Notice conveying the ensuing 19^th Annual General Meeting.

Your Directors recommend her reappointment.

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 and all the Directors have filed their consents and declarations as required under the provisions of The Companies Act, 2013, SEBI (LODR) Regulations, 2015 and HFCs Corporate Governance (NHB) Directions, 2016.

There was no change in KMP during the financial year 2017-18.

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 AUDITOR:

Pursuant to the provisions of Section 139, 142 and all other applicable provisions of the Companies Act, 2013 and Rules made thereunder, at the 18^th Annual General Meeting held on September 30, 2017 the members had appointed PKJ & Co., Chartered Accountants, (Registration No. 124115W) as the statutory Auditor of the Company for a period of five years upto the conclusion oRs. 23^rd Annual General Meeting to be held in year 2022, subject to ratifying the said appointment at every AGM.

MCA vide its notification dated 7^th May 2018, has brought into effect certain provisions of the Companies (Amendment) Act, 2017, thereby amending provisions of the Companies Act, 2013, including Section 139 of the Act, whereby the requirement of ratification of appointment of statutory auditors at every subsequent AGM has been done away with.

In view of the above, M/s. PKJ & Co., Chartered Accountants, (Registration No. 124115W) appointed by the members at the 18^th Annual General Meeting held on September 30, 2017 as the statutory Auditor of the Company for a period of five years upto the conclusion oRs. 23^rd Annual General Meeting to be held in year 2022, will continue as the Statutory Auditors of the Company, on such terms and conditions as may be decided by Board.

SECRETARIAL AUDITORS:

M/s Deepak Vijaywargey & Associates, Practicing Company Secretary, Udaipur was re-appointed as the Secretarial Auditor of the Company for the financial year 2017-18 by the Board of Directors pursuant to provisions of The Companies Act, 2013 and Rules framed there under. Secretarial Audit Report as provided by M/s Deepak Vijaywargey & Associates, Practicing Company Secretary is annexed to this Report as Annexure I.

QUALIFICATIONS IN AUDIT REPORTS:

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.

DISCLOSURES:

BOARD MEETINGS:

The Board of Directors met twenty five times during the financial year 2017-18.

COMPOSITION OF AUDIT COMMITTEE:

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

COMPOSITION OF STAKEHOLDER’S RELATIONSHIP COMMITTEE:

The Stakeholder’s Relationship Committee consists of adequate composition of Non- Executive Directors and Non-Executive Independent Directors. The details of which are mentioned in the Corporate Governance Report.

PARTICULARS OF LOANS, GAURANTEES OR INVESTMENTS:

Since the Company is a Housing Finance Company, the disclosure regarding particulars of loan given and security provided in the ordinary course of business is exempt under the provisions of Section 186 (11) of The Companies Act 2013.

As regards investment made by the Company, the details of the same are provided under Note no. 12 forming part of Financial Statements of the Company for the year ended March 31, 2018.

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 formal strategy and planning department. 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 were 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 II.

PARTICULARS OF EMPLOYEES:

As at March 31, 2018, 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, 2018 and the date of Board’s Report.

CHANGE IN NATURE OF BUSINESS:

There are no changes in the nature of business.

DETAILS RELATING TO DEPOSITS:

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

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

The Company has been following directions, guidelines, circulars issued by SEBI, BSE, MCA, NHB 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- VII” to this report.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2017-2018 to BSE where the Company’s securities are listed.

INVESTOR COMPLAINTS AND COMPLIANCE:

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

EARNINGS PER SHARE (EPS):

The Earnings per Share (EPS) is Rs. 7.40 as at March 31, 2018 as against Rs. 2.38 as at March 31, 2017.

CAPITAL ADEQUACY:

Particulars as on March 31st	2018	2017
Capital Adequacy Ratio	33.38%	72.71%

SRGHFL’s capital adequacy in the form of CRAR stood at 33.38% as of March 31, 2018, which is well above the NHB’s minimum stipulated requirement oRs. 12%, in the form of Tier I and Tier II Capital. High Tier I Capital shall provide the Company adequate headroom to raise Tier II Capital for future business expansion. This position enables the Company to expand the loan book significantly by debt route.

NON-PERFORMING ASSETS AND PROVISIONS FOR CONTINGENCY:

The Company adhered to the prudential guidelines for Non Performing Assets (NPAs), issued by the National Housing Bank (NHB) under its Directions oRs. 2010, 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 NHB, the Company has made provision for contingencies on standard as well as non-performing housing loans and property loans. The Company’s policy is to provide provisions towards NPA as per NHB guidelines. However by way of prudence and abundant caution, Company has provided additional provision over and above the NHB guidelines and has maintained cumulative NPA provision of Rs 2.02 Crores (Previous year Rs 0.30 Crores)

During the year, NHB vide notification no. NHB.HFC.DIR./18/MD&CEO/2017 dated August 2, 2017 reduced the provisioning requirements on Standard Individual Housing Loan from 0.40% to 0.25%.

A NOTE OF APPRECIATION:

The Directors of the Company place on record their appreciation for the advice, guidance and support given by various regulatory authorities including the NHB, RBI, SEBI, MCA, the Stock Exchange (BSE), Depositories, Debenture Trustees and all the bankers of the Company. The Directors would also like to acknowledge the role of all its stakeholders -shareholders, debenture holders, borrowers, key partners, lenders and financial institutions 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, RTA, 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: - 28.05.2018

Place: - Udaipur

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Mar 31, 2016

The 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 31^st March, 2016.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS & STATE OF AFFAIRS: (Rs. In Lakhs)

Particulars	2015-16	2014-15
Gross Income	1025.41	687.36
Less: Finance Cost	404.45	239.15
Overheads	332.24	213.44
Depreciation	8.16	7.86
Provision for Investment	3.58	0.00
Profit before Tax & Exceptional Items	276.98	226.91
Add : Exceptional Items	0.00	0.00
Profit before Tax	276.98	226.91
Less : Provision for taxation (Including Deferred tax)	90.24	73.33
Profit after tax	186.74	153.58
Add : Balance b/d from the previous year	212.77	140.19
Surplus available for appropriations	399.51	293.77
Appropriations
Transferred to Special Reserve under Section 36(l)(viii) of the Income Tax Act, 1961	37.50	31.00
Provision for Standard Assets	5.78	6.56
Provision for NPA	6.10	4.57
Assets W/o as per Co. Act, 2013	0.00	0.28
Def. Tax Liab. on special I.T. Reserve	4.24	4.24
Interim Dividend	0.00	28.28
Dividend Distribution Tax	0.00	5.65
Excess provision	1.35	0.42
Balance carried over to Balance Sheet	344.54	212.77

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 285.14 lacs in the year 2015-16 as against Rs. 234.77 lacs in the preceding year; representing a rise of 21.46%.

- Profit after Tax (PAT) before extraordinary items went up by 21.59% to Rs. 186.74 lacs in the year 2015-16 from Rs.153.58 lacs in the previous year.

- As at 31^st March, 2016, the loan book stood at Rs. 5328.45 lacs as against Rs. 3867.52 lacs in the previous year marking an increase of 37.77%.

- Disbursements during the year amounted to Rs. 2730.59 lacs in 2015-16 from Rs. 2538.64 lacs in 2014-15 .

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:

As at March 31^st, 2016, dividend amounting to Rs. 5025/- has not been claimed by shareholders. The Company has been intimating the shareholders to lodge their claim for dividend from time to time.

Under the provisions of section 125 of Companies Act, 2013 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. As at March 31^st, 2016 there is no unpaid/ Unclaimed Dividend to be transferred to Investor Education & Protection Fund.

In terms of the IEPF (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has made the relevant disclosures to the Ministry of Corporate Affairs (MCA) regarding unclaimed dividends. SRGHFL has uploaded the prescribed information on www.iepf.gov.in and www.srghousing.com.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to SEBI (LODR) Regulations, 2015,Report on Management Discussion 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 estimates were made so as to give a true and fair view of the state of affairs of the Company as at March 31^st, 2016 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 SEBI (LODR) Regulations, 2015. A report on Corporate Governance is included as a part of this Annual Report in ANNEXURE VI.

Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015 is attached to this report.

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

RELATED PARTY TRANSACTIONS:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. 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.

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://srghousing.com/ Data Images/download/RELATED%20PARTY%20TRANSACTION%20POLICY.pdf).

Your Directors draw attention of the members to Note 20 to the financial statement which sets out related party disclosures.

RISK MANAGEMENT POLICY:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & SEBI (LODR) Regulations, 2015, the company has in place a risk management framework approved by the board of Directors. SRGHFL''s Risk Management framework provides the mechanism for risk assessment and mitigation. Company has in place Risk Management Committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the 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 on 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 action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board and/or to the Managing Director.

DIRECTORS:

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.

Your Directors recommend his re-appointment.

During the year under review, the Board of Directors on the recommendation of Nomination and Remuneration Committee had appointed Shri Nishant Badala as an Additional Director to hold office in the capacity of Non-Executive Independent director in the Company w.e.f. May 14^th, 2015 and shareholders of the company in their meeting held on September 10^th, 2015 regularized his appointment as Non-Executive Independent Director of the Company.

During the year under review, your Directors revised the remuneration of Mr. Vinod K. Jain , Managing Director, in accordance with the provisions of Companies Act, 2013 in their meeting held on 28.05.2015 and shareholders in their Annual General Meeting held on September 10^th, 2015 approved the revised remuneration in addition to his re-appointment as the Managing Director of the Company for a period of three years from May 7^th, 2016 on such terms and conditions as approved by Board in consultation with Nomination and Remuneration Committee of the Company.

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.

There was no change in Key Managerial Personnel during the financial year.

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 15^th Annual General Meeting held on September 18^th, 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 up to the conclusion of 18^th 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 members 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 re-appointed as the Secretarial Auditor of the Company for the financial year 2015-16 by the Board of Directors pursuant 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 made-

(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 11 (Eleven) times during the financial year 2015-16.

COMPOSITION OF AUDIT COMMITTEE:

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

COMPOSITION OF STAKEHOLDER''S RELATIONSHIP COMMITTEE:

The Stakeholder''s Relationship Committee consist of adequate composition of Non- Executive Directors and Non-Executive Independent Directors. The details of which are mentioned in the Corporate Governance Report.

PARTICULARS OF LOANS, GAURANTEES OR INVESTMENTS:

Since the Company is a housing finance Company, the disclosure regarding particulars of loans given, guarantees given and security provided is exempt under the provisions of Section 186 (11) of the Companies Act, 2013.

As regards investments made by the Company, the details of the same are provided under Note 11 forming part of the annual accounts of the Company for the year ended March 31^st, 2016.

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:

As at March 31^st, 2016, there was 1 employee employed throughout the year who was in receipt of remuneration of Rs. 60 lacs or more per annum.

In accordance with the provisions of Section 197 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the name and other particulars of such employee is set out in the Annexure IX to the Directors'' Report.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no material changes and commitments affecting financial position of the company between 31^st 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:

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

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

The Company has been following directions, guidelines, circulars issued by SEBI, BSE, MCA, NHB 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 is given as per "Annexure VIII" to this report.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 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 1.65 as at March 31^st, 2016 as against 1.43 as at March 31^st, 2015.

CAPITAL ADEQUACY:

Particulars as on 31st March	2016	2015
Capital Adequacy Ratio	49.91%	50.34%

SRGHFL''s capital adequacy in the form of CRAR stood at 49.91% as of March 31^st, 2016, which is well above the NHB''s minimum stipulated requirement of 12%, and entirely in the form of Tier I Capital. High Tier I capital shall provide the Company adequate headroom to raise Tier II capital for future business expansion. This position enables the company to expand the loan book significantly by debt route.

NON-PERFORMING ASSETS AND PROVISIONS FOR CONTINGENCY:

Your Company adhered to the prudential guidelines for Non performing Assets (NPAs), issued by the National Housing Bank (NHB) under its Directions of 2010, 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 NHB, the Company has made provision for contingencies on standard as well as non-performing housing loans and property loans.

A NOTE OF APPRECIATION:

Your Directors place on record their appreciation for the advice, guidance and support given by various regulatory authorities including the NHB, RBI, SEBI, MCA, the Stock Exchange (BSE), Depositories and all the bankers of the Company including State Bank of India. 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 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, RTA, Service Providers and Counselors for their continued support and patronage.

Best Wishes

Sd/- Sd/-

Vinod K. Jain Rajesh Jain

Managing Director Director

DIN: 00248843 DIN: 00212393

Date : 12.04.2016

Place: Udaipur

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Mar 31, 2015

The 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 687.36 474.05

Less: Finance Cost 239.15 132.68

Overheads 213.44 166.43

Depreciation 7.86 5.29

Profit before Tax & Exceptional Items 226.91 169.65

Add : Exceptional Items 0.00 0.00

Profit before Tax 226.91 169.65

Less : Provision for taxation (Including Deferred tax) 73.33 50.28

Profit after tax 153.58 119.37

Add : Balance b/d from the previous year 140.19 47.52

Surplus available for appropriations 293.77 166.89

Appropriations

Transferred to Special Reserve under Section 36(1)(viii) of the Income Tax Act, 1961 31.00 24.00

Provision for standard Assets 6.56 6.53

Provision for NPA 4.57 (3.48)

Assets W/o as per co. act 2013 0.28 0.00

Def. Tax Liab. On special I.T. Reserve 4.24 0.00

Interim Dividend 28.28 0.00

Dividend Distribution Tax 5.65 0.00

Excess provision 0.42 (0.35)

Balance carried over to Balance Sheet 212.77 140.19

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 234.77 lacs in the year 2014-15 as against Rs. 174.95 lacs in the preceding year; representing a rise of 34.19%.

-Profit after Tax (PAT) before extraordinary items went up by 28.66% to Rs. 153.58 lacs in the year 2014- 15 from Rs.119.37 lacs in the previous year.

-As at 31st March, 2015, the loan book stood at Rs. 3867.52 lacs as against Rs. 2639.87 lacs in the previous year an increase of 46.50%.

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. Dur- ing the year under review, a fresh term loan of Rs. 30 crores was sanctioned from the State Bank of India.

DIVIDEND:

Your Directors have pleasure informing that the First and foremost Interim Dividend at the rate of Rs. 0.25/- per equity share have been declared and paid to the shareholders resulting in an outflow of Rs. 28.28 lacs in addition to Rs. 5.65 lacs by way of Dividend Distribution Tax.

CHANGES IN SHARE CAPITAL:

During the year under review, the paid up share capital increased as a result of the 2:5 Bonus Issue, whereby your Company allotted 32,32,200 Bonus shares. Consequently the equity share capital has increased from Rs. 8,08,05,000 /- divided into 80,80,500 equity shares of Rs. 10/- each to Rs. 11,31,27,000/- divided into 1,13,12,700 equity shares of Rs 10/- each.

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 is no unpaid/ Unclaimed Dividend to be transferred to Investor Education & Protection Fund.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to the Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Report on Management Discussion 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 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual 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 49 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 contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. 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.

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.srghousing.com/PolicyOnRelatedParty.aspx)

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 49 of the listing agreement, the company has in place 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 on 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 re- spective areas and thereby strengthen the controls. Significant audit observations and recommen- dations along with corrective actions thereon are presented to the Audit Committee of the Board.

DIRECTORS:

In accordance with the provisions of the Act and the Articles of Association of the Company Mrs. Seema Jain, Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re appointment.

During the year under review Mr. Chirag Dharmawat, Independent director resigned from the Inde- pendent Directorship w.e.f 19.02.2015 due to some prior commitments. The same was accepted by the Board in their meeting held on 27.02.2015. The Board places on record its sincere thanks and gratitude for the invaluable contribution made by Shri Chirag Dharmawat towards the growth and development of the company during his tenure as a director.

During the year under review, the Board of Directors on the recommendation of Nomination and Remuneration Committee had appointed Shri Nishant Badala as an Additional Director to hold office in the capacity of Non Executive Independent director in the Company w.e.f. May 14th, 2015 subject to the approval of members in the general meeting.

During the year under review your Directors revised the remuneration of Mr. Vinod K. Jain , Manag- ing Director in accordance with the provisions of Companies Act, 2013 in their meeting held on 28.05.2015. Board also recommended to members to re-appoint Mr. Vinod K. Jain as the Managing Director in this Annual General Meeting for a term of three years from 07.05.2016 to 06.05.2019 on such terms and conditions as approved by Board and members of the Company whose term of office expires on 06th May, 2016.

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 15th 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 18th 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 pursuant 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 ANNEX- URE II.

QUALIFICATIONS IN AUDIT REPORTS:

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;

DISCLOSURES:

BOARD MEETINGS:

The Board of Directors met 12 (Twelve) 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:

Since the Company is a housing finance Company, the disclosure regarding particulars of loans given, guarantees given and security provided is exempt under the provisions of Section 186 (11) of the Com- panies Act, 2013.

As regards investments, there are no investments made by the Company for the year ended March 31st, 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 up- graded to improve overall performance.

(C) Expenditure incurred on research and development:

The Company has no formal research and development department but the Company is continu- ously making efforts to strengthen research and development activities to improve quality and re- duce 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 SRGHFL throughout the year who were in receipt of remuneration of Rs. 60 lacs or more per an- num or Rs. 5 Lacs or more per month 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:

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

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

The Company has been following directions, guidelines, circulars issued by SEBI, BSE, MCA, NHB 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 report.

LISTING WITH STOCK EXCHANGES:

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

INVESTOR COMPLAINTS AND COMPLIANCE:

During the year company received two investor complaints. Company took appropriate action within the stipulated time period. All the investor complaints are duly resolved and as on date no com- plaints are pending.

EARNINGS PER SHARE (EPS):

The Earnings Per Share (EPS) is 1.43 as at March 31st, 2015 as against 1.48 as at March 31 ST, 2014.

Your Company's capital adequacy ratio was at 50.34% as on 31st March, 2015 , which we believe provides an adequate cushion to withstand business risks and is above the minimum requirement of 12% stipulated by the NHB.

NON-PERFORMING ASSETS AND PROVISIONS FOR CONTINGENCY:

Your Company adhered to the prudential guidelines for Non performing Assets (NPAs), issued by the National Housing Bank (NHB) under its Directions of 2010, 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 NHB, the Company has made provision for contin- gencies on standard as well as non-performing housing loans and property loans.

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 NHB, RBI, SEBI, MCA, the Stock Exchange (BSE), Deposito- ries, Lead Merchant Banker 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 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, RTA, Service Providers and Counselors for their continued support and patronage.

Best Wishes Sd/-

Vinod K. Jain Managing Director DIN:00248843

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Mar 31, 2014

Dear members,

The Directors are pleased to present their Fifteenth Annual Report on the business and operations of your Company together with the Audited Accounts for the year ended 31st March, 2 014.

The Financial performance of tlie Company for year ended 11st March, 2014 fe summarized below:

FINANCIAL RLSULTS

Particulars 2013-14 2012-13

Gross Income 474.05 234.52

Less: Finance Cost 132.68 65.15

Overheads 166.43 79.33

Depreciation 5.29 6.17

Profit before Tax & Exceptional ltems 169.65 83.87

Add: Exceptional Items 0.00 0.00

Profit before Tax 169.65 83.87

Less : Provision for taxation (Including deferred tax) 50.28 20.25

Profit after tax 119.37 63.62

Add:Balance b/d from the previous year 47.52 72.44

Surplus available for appropriations 166.89 136.06

Appropriations

Transferred to Special Reserve under 24.00 12.70

Section36(l)(viii) of the lncome Tax Act, 1961 Provision for standard Assets 6.53 4.54

Provision for NPA (3.48) 0.10

Bonus lssue 0.00 71.20

Excess provision (0.35) 0.00

Balance carried over to Balance Sheet 140.19 47.52

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.174.94 lacs as against Rs. 90.04 lacs in the preceding year; representing a rise of94.29% Profit After Tax (PAT] before extraordinary items went up by 87.63% to Rs. 119.37 Lacs from Rs. 63.62 Lacs in the previous year.

As at 31st March, 2014, the loan book stood at Rs. 2639.87 Lacs as against Rs. 1883.14 Lac in the previous year an increase of 40.18%.

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. During the year under review, fresh term loans of Rs. 1250 Lacs were availed from the State Bank of India.

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 2013

Capital Adequacy Ratio 61.30% 67.40%

Your Company''s capital adequacy ratio was at 61.30% as on 31st March,2014, which we believe provides an adequate caution to withstand business risks and is above the minimum requirement of 12% stipulated by the NHB.

NON-PERFORMING ASSETS AND PROVISIONS FOR CONTINGENCY

Your Company adhered to the prudential guidelines for Non performing Assets (NPAs), issued by the National Housing Bank (NHB) under its Directions of 2010, as amended from time to time. As per the prudential norms, the income on such NPAs is not to be recognized if unrealised.

As per the prudential norms prescribed by the NHB, the Company has made provision for contingencies on standard as well as non-performing housing loans and property loans.

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.

TECHNOLOGY UPDATION

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 ANDR&D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuantto section 217(l)(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.

CORPORATE GOVERNANCE:

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

MANAGEMENT DISCUSSION AND ANALYSIS:

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

PUBLIC DEPOSIT:

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

DIRECTORATE:

Mr. Rajesh Jain (DIN 00212393) and Mr. Chirag Dharmawat (DIN: 05281217), directors of the company liable to retire by rotation and being eligible have offered themselves for re-appointment. As per section 149(5) of the Companies Act, 2013 the Company is required to appoint Independent Directors under section 149(4) within a period of one year from 1.4.2014 i.e. the date of commencement of the said section and Rules made there under. Since the Company had already appointed Mr. Vikas Gupta (DIN: 05280808) and Mr. Ashok Kabra (DIN:00240618) as Independent Directors subject to retirement by rotation in the past, in terms of Companies Act, 1956 and the Listing Agreement with the stock exchanges. Mr. Vikas Gupta and Mr. Ashok Kabra offered themselves for re-appointment as Non-Executive Independent Directors within the meaning of section 149 and 152 [including section 149(10)] of the new Companies Act, 2013 read with Schedule IV attached thereto and Rules made there under, not subject to retirement by rotation, for a term of 5 (five) consecutive years subject to approval of members in general meeting.

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 Eighteenth 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.

Your Directors request you to appoint the auditors and fix their remuneration.

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.

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. 1.48 as at March 31, 2014 as against Rs.0.98 as at March 31, 2013.

REGULATORY GUIDELINES/AMENDMENTS:

The Company has also been following directions, guidelines, circulars issued by SEBI, BSE, MCA, NHB from time to time relating 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. The Company also sponsored its employees at various levels to attend various seminars and programmes conducted by various organizations and institutions including Training programmes conducted by the National Housing Bank so as to update their knowledge and to keep them abreast of all the developments in their respective fields.

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. The FPC captures the spirit of the NHB''s guidelines on fair practices for Housing Finance Companies.

Code For Prevention Of lnsider Trading Practices:

Your Company has formulated and adopted a Code for Prevention of lnsider Trading Practices in accordance with the model code of conduct as prescribed under the SEBI (Prohibition of lnsider 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:

Your Directors place on record their appreciation for the advice, guidance and support given by various regulatory authorities including the NHB, RBI, SEBI, MCA, the Stock Exchange (BSE), Depositories, Lead Merchant Banker 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 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, RTA, Service Providers and Counsellors for their continued support and patronage.



FOR AND ON BEHALF OF THE BOARD OF DIRECTOR

Sd/-

Vinod K Jain

Chairman & Managing Director Place: - Udaipur Date: - 29th May 2014 DIN:00248843

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Mar 31, 2013

To the members of SRG Housing Finance Limited

The Directors are pleased to present their Fourteenth Annual Report on the business and operations of your Company together with the Audited Accounts for the year ended 31st March, 2013.

The Financial performance of the Company for year ended 31st March, 2013 is summarized below:

FINANCIAL RESULT

(Rs. In Lacs)

Particulas 2012-13 2011-12

Less: Finance Cost 6515

Overheads 79 33

Depreciation 617

Profit before Tax & Exceptional Items 83.87 44 08

Add: Exceptional Items 0.00

Profit before Tax 83.87 44.O8

Less: Provision for taxation 20 55 11.8

Profit after tax 63 32

Deferred Tax Assets 0.2 0.1

Add : Balance b/d from the previous year 72.44 53.26

Surplus available for appropriations 136.05 85 58

Appropriations

Transferred to Special Reserve under 12.70 6.50

Section 36(l)(viii) of the Income Tax Act, 1961

Provision for standard Assets 4.54 2.63

Provision for NPA

Bonuslssue 71.20

Balance carried over to Balance Sheet 47 51 72 44

Total 136.05 85.58

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.90.05 lacs as against Rs. 47.61 lacs in the preceding year; representing a rise of 89%. Profit After Tax (PAT) before extraordinary items went up by 97% to Rs. 63.32 Lacs from Rs. 32.21 Lacs in the previous year.

The loan disbursed during the year ended 31st March, 2013 was to the extent of Rs. 1446 Lacs as against Rs. 411 Lacs disbursed during the previous year.

As at 31st March, 2013, the loan book stood at Rs. 1883.14 Lacs as against Rs. 757.13 Lacs in the previous year an increase of 149%.

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. During the year under review, fresh term loans of Rs. 400 Lacs were availed from the State Bank of India in addition of fresh issue of Shares.

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

Capital Adequacy Ratio 67% 81%

Your Company''s capital adequacy ratio was at 67% as on 31st March,2013, which we believe provides an adequate cushion to withstand business risks and is above the minimum requirement of 12% stipulated by the NHB.

NON-PERFORMING ASSETS AND PROVISIONS FOR CONTINGENCY

Your Company adhered to the prudential guidelines for Non performing Assets (NPAs), issued by the National Housing Bank (NHB) under its Directions of 2010, 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 NHB, the Company has made provision for contingencies on standard as well as non-performing housing loans and property loans.

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 2012-13, 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.

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

Pursuant to section 217(l)(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 up to 31st March, 2013. The disclosure in compliance with theListing Agreement is as under:

STATEMENT OF UTILIZATION OF ISSUE PROCEEDS BY COMPANY AS ON 31ST MARCH, 2013

(Rs, In Lac)

Granting of Loans 635.00 639.21

To meet the Issue Expenses 65-80 61-59

Total 700.80 700.80

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

DIRECTORATE

Mr. Vikas Gupta and Mr. Ashok Kabra, directors of the company liable to retire by rotation and being eligible have offered themselves for re-appointment.

Further re appointment of Mr Vinod K Jain Chairman and Managing Director on revised remuneration 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. 15255000/-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 3504000 equity shares of Rs. 10/- each at a premium of Rs. 10/- per share aggregating to Rs.70080000. 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. 80805000 divided into 8080500 equity shares of Rs. 10/- each.

AUDITORS

The Board of Directors of the Company have on the recommendation of the Audit Committee proposed that M/S Valawat, Jha, Pamecha & Co., Chartered Accountants, Udaipur be re-appointed as the Statutory Auditors of the Company and to hold the office from the conclusion of this meeting till the conclusion of the next Annual General Meeting of the Company. 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 Sub-section (IB) of Section 224 of the Companies Act, 1956. Your Directors request you to appoint the auditors and fix their remuneration.

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, Dalai Street, Mumbai - 400 023 and the listing fees for the year 2013-2014, 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, 2013; 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, 2013 on a going concern basis.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation for co-operation and support extended by the Government, NHB, 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

Chairman & Managing Director

Place: - Udaipur

Date: - 24th April, 2013