Your Directors have pleasure in presenting the 40^th Director’s Report of SRESTHA FINVEST LIMITED (the Company) along with the
Audited financial statements (Standalone and Consolidated) for the financial year ended March 31,2025.

1. FINANCIAL HIGHLIGHTS

2. BUSINESS EXCELLENCE AND QUALITY INITIATIVES

Your Company continues to be guided by the philosophy of
business excellence to achieve sustainable growth.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your Company
during the year under review.

4. DIVIDEND

Your Directors have not recommended any dividend for the
financial year ended 31st March, 2025.

5. TRANSFER TO RESERVE

Due to losses, the company has abstained from transferring
any amount to Statutory reserves.

6. OPERATING RESULTS AND BUSINESS OPERATIONS

On standalone basis, your Company has incurred a loss of Rs.
3498.44 Lakhs during the financial year 2024 - 2025, as
compared to the profit of Rs. 173.86 Lakhs in previous year
2023 - 2024.

On consolidated basis, your Company has incurred a loss of
Rs. 3510.32 Lakhs during the financial year 2024 - 2025

7. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING
THE FINANCIAL POSITION OF THE COMPANY FROM THE END OF
THE FINANCIAL YEAR TILL THE DATE OF THE REPORT

There has been no material changes and commitment affecting the
financial performance of the Company which had occurred between
the end of the Financial Year of the Company to which the financial
statements relate and the date of this Report.

8. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 1 34(5) of the Act, and
based on the representations received from the management, the
directors hereby confirm that:

(i) in the preparation of the annual accounts for the financial year
2024-25, the applicable Indian Accounting standards have been
followed and there are no material departures;

(ii) they have selected such accounting policies and applied them
consistently and made judgment sand estimates that are
reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year
and of the loss of the Company for the financial year;

(iii) they have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate
accounting records in accordance with the provisions of the Act.
They confirm that there are adequate systems and controls for
safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are
adequate and operating properly; and

(vi) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were
adequate and operating effectively.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors liable to retire by rotation

Mr. Sahadevsinh Babubha Rana (DIN: 09269488) retires by rotation
at the ensuing AGM, being eligible, offers himself for re¬
appointment. Brief details of Mr. Sahadevsinh Babubha Rana (DIN:
09269488), who is seeking re-appointment, are given in the Notice
of 40th AGM

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, Mr. Sunil
Bhandari (Wholetime Director cum CFO) and Mr. A. Jitendra Kumar
Bafna (Company Secretary) are the Key Managerial Personnel of
the Company as on March 31,2025.

During the year, the Non-Executive Directors and KMP of the
Company had no pecuniary relationship (except the disclosure made
above in this report) or transactions vis-a-vis the Company.

10. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have submitted a
Declaration that each of them meets the criteria of Independence as
provided in Sub-Section (6) of Section 149 of the Companies Act,
2013 along with relevant Rules framed thereunder and Regulation
16 (1) (b) of SEBI Listing Regulations. The independent directors have
also confirmed compliance with the provisions of Rule 6 of Companies
(Appointment and Qualifications of Directors) Rules, 2014, as
amended, relating to inclusion of their name in the databank of
independent directors. However, Mr. Umeshbhai Hirjibhai Padariya
is in the process of completion of online proficiency self-assessment
test. Further, there has been no change in the circumstances which may
affect the status of independent directors during the year.

Further, the Board after taking these declarations/ disclosures on
record and acknowledging the veracity of the same, concluded that
the Independent Directors hold highest standards of integrity and
possess the relevant proficiency, expertise and experience to qualify
and continue as Independent Directors of the Company and are
Independent of the Management of the Company

11. NUMBER OF MEETINGS OF THE BOARD

Twelve (12) meetings of the Board of Directors were held during FY
2024-25. Details of the meetings and attendance thereat forms part
of the Corporate Governance Report.

12. AUDIT COMMITTEE

The Company has constituted an Audit Committee in compliance with
Section 177 of the Companies Act, 2013 and Regulation 1 8 of the
Listing Regulations. The Composition of the Audit Committee in terms
of Section 177(8) along with its terms of reference incorporating its
functions are disclosed and is available in the Corporate Governance
Report forming part of the Annual Report. During FY 2024-25, there
were no such instances where the Board has not accepted the
recommendations of the Audit Committee.

13. BOARD EVALUATION

The evaluation framework for assessing the performance of the
Directors of your Company comprises of contributions at the
Meeting(s) and strategic perspective or inputs regarding the growth
and performance of your Company, amongst others. Pursuant to the
provisions of the Act and SEBI Listing Regulations, the Board has
carried out an Annual Evaluation of its own performance and the
working of its Committees, based on the evaluation criteria defined
by Nomination and Remuneration Committee (NRC) for performance
evaluation process of the Board and its Committees for the year
under review.

A separate meeting of the independent directors was conducted,
which reviewed the performance of non-independent directors, the
Board as a whole and Chairperson of the Company taking into account
the views of executive directors and non-executive directors. The
evaluation of Independent Directors was done by the entire Board,
excluding the Independent Director being evaluated.

The evaluation has been satisfactory and meets the corporate
governance requirement of the Company. The Board was satisfied
that the committees are functioning well and besides covering their
terms of reference, as mandated by law, important issues are
brought up and discussed in the committee meetings.

The Board was also satisfied with the contribution of the Directors,
in their respective individual capacities.

14. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company’s policy on Directors’ appointment and remuneration
including criteria for determining qualifications, positive attributes,
independence of a director and other matters as provided under
section 178(3) of the Act are covered in corporate governance
report which forms part of this Report. The said Policy is available on
the website of Company at https://www.srestha.co.in/policies.php.

15. ANNUAL RETURN

Pursuant to Section 92(3) read with 1 34(3) of the Act, Annual Return
in e-form MGT-7 has been placed on the website of the Company
under investor Relations tab at www.srestha.co.in.

16. RISK MANAGEMENT

The Risk Management is overseen by the Audit Committee of the
Company on a continuous basis. The Committee oversees Company’s
process and policies for determining risk tolerance and review
management’s measurement and comparison of overall risk
tolerance to established levels. Major risks identified by the
businesses and functions are systematically addressed through
mitigating actions on a continuous basis. The Company has laid
down procedures to inform the Board of Directors about the Risk
Management and its minimization procedures. The Audit Committee
and Board of Directors review these procedures periodically.

17. INTERNAL CONTROL

During the year under review, the Internal Financial Controls were
operating effectively and no material or serious observation has
been received from the Auditors of the Company for inefficiency or
inadequacy of such controls. The Internal Financial Control
procedure adopted by the Company are adequate for
safeguarding its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records
and the timely preparation of reliable financial information.

18. HUMAN RESOURCES DEVELOPMENT

The Company has continuously adopted structures that help attract
best external talent and promote internal talent to higher roles and
responsibilities. Your Company strives to provide a healthy and safe
work environment to all employees.

19. PARTICULARS OF EMPLOYEES

The Company has not employed any individual whose remuneration
falls within the purview of the limits prescribed under the provisions
of Section 1 97 of the Act, read with Rule 5 (2) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014.

20. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Your Company, being an NBFC registered with RBI and engaged in
the business of giving loans in ordinary course of its business, is
exempt from complying with the provisions of Section 186 of the
Companies Act, 2013 (“the Act”) with respect to loans. Further,
pursuant to the provisions of Section 1 86 (4) of the Act, the details
of investments made by the Company are given in the Notes to the
Financial Statements.

21. TRANSACTIONS WITH RELATED PARTIES

All the Related Party Transactions (RPT) that were entered into during
FY 2024 - 25 were at arm’s length basis and were in the ordinary
course of business. Details of transactions with related parties during
FY 2024 - 25 are provided in the notes to the financial statements.
Accordingly, the disclosure of RPTs as required under the provisions
of Section 1 34 (3) (h) of the Companies Act, 201 3 in Form AOC-2 is
not applicable.

The policy on Related Party Transactions as approved by the Board
is uploaded on the website of the Company at
https://www.srestha.co.in/policies.php. The Directors draw attention
of the Members to Notes to the Financial Statements which sets out
related party disclosures.

22. DEPOSIT FROM PUBLIC

Your Company has not accepted any public deposits during the year
under review and shall not accept any deposits from the public
without obtaining prior approval of the RBI. Further, your Company
being an NBFC, disclosure requirements under Chapter V of the Act
read with Rule 8(5)(v) and 8(5)(vi) of the Companies (Accounts) Rules,
2014 are not applicable to your Company.

23. VIGIL MECHANISM

Pursuant to Section 177(9) of the Act and Regulation 22 of SEBI
Listing Regulations, the Company has established a vigil mechanism
/ Whistle Blower Policy for Directors and employees to report their
genuine concerns. The Policy provides for Directors and employees
to report concerns about unethical behavior, actual or suspected
fraud or violation of Company’s Code of Governance and Ethics. The
policy is available on the website of the Company at
https://www.srestha.co.in/policies.php.

24. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

The details of the complaints reported pursuant to Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 are provided in the Corporate Governance
Report. During the financial year 2024-25, No complaints remains
pending as of March 31, 2025.

25. CORPORATE GOVERNANCE REPORT, MANAGEMENT
DISCUSSION & ANALYSIS REPORT

As per SEBI LODR Regulations, a detailed report on Corporate
Governance is provided in a separate section and forms part of the
Annual Report. A Certificate from Auditor regarding compliance with
the conditions of Corporate Governance as stipulated in SEBI Listing
Regulations is given under Annexure — 1 and forms part of this Report.

Pursuant to Regulation 34 of the SEBI Listing Regulations, the
Management Discussion and Analysis Report is presented in a separate
section forming part of this Annual Report.

26. AUDITORS
Statutory Auditors

As per Section 1 39 of the Act, the members of the Company in its
38^th Annual General Meeting (AGM) of the Company approved the
appointment of M/s. Darpan & Associates, Chartered Accountants
(FRN: 01 61 56S), Chennai as Statutory Auditors of the Company, for
a term of 5 (five) consecutive years from the conclusion of the 38^th
AGM till the conclusion of the 43^rd AGM. The Board of Directors have
adopted the Auditors Report as issued by the Statutory Auditor.

Secretarial Auditors

As per the provisions of Section 204 of the Companies Act, 2013
read with corresponding Rules framed thereunder, the Board of
Directors at its meeting held on May 30, 2025 recommended the
appointment of M/s. SPAN & CO., Company Secretaries LLP,
Practising Company Secretaries, Chennai, as the Secretarial Auditors
of the Company, subject to the approval of members at the ensuing
AGM, to carry out the secretarial audit from the FY 2025 — 26 to FY
2029-30. The Secretarial Audit Report for FY 2024-25 is annexed
as Annexure — 2 to this report.

The Auditors’ Report and the Secretarial Audit Report for the
Financial Year ended March 31, 2025, do not contain any
qualification or reservation or adverse remarks.

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

The Statutory Auditors of the Company have not reported any fraud
as specified under the second proviso of Section 143 (12) of the Act
(including any statutory modification(s) or re-enactment(s) for the
time being in force).

28. RBI GUIDELINES

The Company continues to comply with all the applicable regulations,
circulars, notifications, directions and guidelines issued by the
Reserve Bank of India (“RBI”), from time to time, with respect to Non
— Deposit Taking NBFC.

29. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL
STANDARDS

The Company has complied with the applicable Secretarial
Standards on Meetings of the Board of Directors and on General
Meetings issued by the Institute of Company Secretaries of India.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Policy Rules are not applicable to the Company during the
year under review.

31. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

As on March 31,2025, the company has one subsidiary, i.e., Srestha
Greentech Pvt. Ltd. (incorporated on 30/07/2024). However, the
Company has no Joint Ventures or Associate Companies during the
year under review.

Pursuant to the provisions of Section 129(3) of the Companies Act,
2013, a statement containing the salient features of financial
statements of the Company’s subsidiary in Form No. AOC-1 is
attached to the financial statements of the Company.

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS / COURTS / TRIBUNAL

There are no significant or material orders passed by the Regulators
or Courts or Tribunals which impacts the going concern status of the
Company and its future operations.

33. SHARE CAPITAL / CHANGES IN CAPITAL STRUCTURE

During the year 2024-25, the Company had allotted 24,00,00,000
Equity Shares of face value of Rs. 2/- each on rights basis to existing
equity shareholders of the company. As a result, the paid-up equity
share capital of the Company was increased to Rs.
1,64,00,00,000/- divided into 82,00,00,000 fully paid equity
shares of Rs 2/- each.

Further, the Company has also subdivided its equity shares from 1
(One) equity share of face value of Rs. 2/- each into 2 (Two) equity

shares of Face Value of Re. 1 /- each. Hence, the paid-up equity
share capital of the company stands at Rs. 1,64,00,00,000/-
divided into 1,64,00,00,000 fully paid equity shares of Rs 1 /- each.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

The Disclosure stipulated as under Section 134(3) of Companies Act,
201 3 read with Rule 8 of the Companies (Accounts) Rules, 2014, is as
under:

• The Company is not a Manufacturing company nor does the
company has any Energy Consumption based business other than
normal consumption of Energy in Administrative Office. The
company deploys all the possible measure to conserve the energy
and increase usage of green energy.

• The Company is not involved in any Technological Absorption
based activities. Hence same is not reportable.

• The Company has not dealt in any Foreign Exchange in any
manner during the year under review. Hence the same is not
reportable.

35. OTHER DISCLOSURES

• The Company is not required to maintain cost records, as specified
by the Central Government under section 148 of the Act.

• No application for Bankruptcy under the Insolvency & Bankruptcy
Code, 2016 (“IBC”) was made against the Company during the
financial year under review. However, the IBC law is not applicable
to NBFC Company.

• The requirement to disclose the details of difference between
amount of the valuation done at the time of onetime settlement and
the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof, is not applicable

36. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business
associates for their support and contribution during the year. The
Directors would also like to thank the employees, shareholders,
customers, suppliers, alliance partners and bankers for the
continued support given by them to the Company and their
confidence reposed in the management.

On Behalf of the Board of Directors
For Srestha FInvest Limited
Sd/-

Sitaben S Patel
Chairperson
Date: May 30, 2025