Your directors have immense pleasure in presenting 33^rd Annual Report of Sainik Finance & Industries Limited ('the Company')
along with the Audited Annual Financial Statements and the Auditor's Report thereon for the financial year ended 31^st March, 2025.

1. COMPANY OVERVIEW

Sainik Finance & Industries Limited is a public limited company which was incorporated on 22^nd August, 1991 with Registrar of
Companies, NCT Delhi and Haryana (ROC) in the name & style of Garuda Clays Limited. Later on Ramanuj Leasing Limited
which was incorporated on 2^nd January 1985 with the object to carry on leasing & finance activities, was merged with Garuda
Clays Limited by order of the Hon'ble High Court of Delhi dated 1^st November 1999 and the said order was filed with ROC on 4^th
December 2000. Thereafter, the name of Garuda Clays Limited was changed to the present name i.e. Sainik Finance &
Industries Limited. The Company is presently engaged in non-banking finance activities and is registered with Reserve Bank of
India as Non-Banking Finance Company (NBFC) without accepting public deposits. The Reserve Bank of India has issued its
Certificate of Registration No. N.14.02967 dated 03 September 2003. The Company launched its public offer for equity shares
and is presently listed on BSE Limited.

2. FINANCIAL RESULTS

(Amount in Rupees Lakhs)

3. APPLICABILITY OF INDIAN ACCOUNTING STANDARDS (‘IND AS') AND PREPARATION OF FINANCIAL STATEMENTS

The financial statements are prepared and presented in accordance with Indian Accounting Standards ('Ind AS') as per the
Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time and notified under section 133 of the
Companies Act, 2013 (the Act) along with guidelines issued by the Securities and Exchange Board of India (SEBI) and the
guidelines issued by the Reserve Bank of India ('RBI') as applicable to a Non-Banking Finance Company ('NBFC'). The financial
statements have been prepared on a going concern basis. The Company uses accrual basis of accounting except in case of
significant uncertainties. The accounting policies have been consistently applied by the Company and are consistent with
those used in the previous year. The financial statements are presented in Indian rupees.

4. TRANSFERS TO RESERVES AND PROVISIONS

Except as mentioned below, no amount was proposed to transfer to any reserve by the Company during the financial year
under review. During the financial year under review, the Company transferred an amount of Rs.123.52 Lakhs to Special
Reserve Funds in order to comply with the provisions of Section 45IA read with section 45IC of the Reserve Bank of India Act,
1934 as the Company earned profit after tax of Rs.617.61 Lakhs. As on 31^st March, 2025, the Company has made the provision
of Rs.235.00 Lakhs for Sub Standard Assets and Rs.220.18 Lakhs for Standard Assets in order to comply with the guidelines
of the Reserve Bank of India.

5. CHANGE IN NATURE OF BUSINESS AND STATE OF COMPANY'S AFFAIRS

During the financial year under review, the Company was engaged in carrying on the business as Non- Banking Financial
Company (without accepting public deposits) for which the certificate of registration has been obtained from the Department of
Non- Banking Supervision, Reserve Bank of India, New Delhi. There is no change in the nature of business of the company
during the financial year under review.

During the financial year under review, the Company's total revenue has increased to Rs.1672.82 Lakhs as compared to Rs.
1,532.59 Lakhs in the previous year. The Company also earned profit before tax of Rs.623.29 Lakhs as compared to the profit
of Rs.267.86 Lakhs in the previous year. Total comprehensive income of the Company is Rs.612.21 Lakhs as compared to total
comprehensive income of Rs.201.86 Lakhs during previous year.

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The Company neither is subsidiary of any other company nor having any subsidiary / joint venture / associate company in India
and abroad during the financial year under review.

7. NON-PERFORMING ASSETS OF THE COMPANY

Your Company is in adherence to the provisions of Indian Accounting Standards (Ind AS) with respect to computation of Stage-
3 Assets Non- performing assets (NPA). Your Company's assets have been classified based on expected performance. Exposure
at Default (EAD) is the total amount outstanding including accrued interest as on the reporting date.

During the financial year under review, your Company was able to ascertain its gross NPAs at Rs.235.00 Lakhs as compared
to Rs.249.05 Lakhs in previous year. Your Company reviews the delinquency and loan portfolio on regular basis. Further, the
information on the business overview and outlook and state of affairs of your Company have been discussed in detail in the
MDA which forms part of this Annual Report.

8. SHARE CAPITAL OF THE COMPANY

The Authorised share capital of the Company is Rs.1100.00 Lakhs divided into 11000000 Equity shares of Rs.10/- each.
Issued, Subscribed and Paid up Share Capital of the Company is Rs.1088.00 Lakhs divided into 10880000 Equity Shares of
Rs.10/- each fully paid up.

Out of the above said issued and paid up shares capital, 9493802 Equity shares being 87.26% of the Company's paid up equity
shares capital are in dematerialized form as on 31^st March, 2025 and balance 1386198 Equity Shares being 12.74% of the
Company's paid up equity shares capital are in physical form. However, 100% shareholdings of the promoter and promoters
group are in dematerialised form. The Company & its RTA frequently, in order to comply with the provisions of SEBI circular's
issued from time to time, request all the shareholders who hold equity shares in physical form to get their equity shares
dematerialised with their depository at earliest. Our Registrar & Transfer Agent is M/s Indus Shareshree Private Limited (Erstwhile
known as Indus Portfolio Private Limited), having their communication office at G-65, Bali Nagar, New Delhi -110015.

9. PAYMENT OF DIVIDEND

Your directors do not recommend any dividend for payment to the shareholders / members of the Company for the financial
year ended on 31^st March, 2025.

10. DIRECTORS & KEY MANAGERIAL PERSON (KMP) OF THE COMPANY

As on financial year ended 31^stMarch, 2025, there were Six (6) Director on Board of the Company, comprising of three (3)
Independent Directors (including one Women Independent Director) and three (3) Non-Executive Non-Independent Directors.
However, subsequent to the financial year under review, Sh. Rudra Sen Sindhu, Non-Executive Non-Independent Director, tendered
his resignation from directorship of the Company w.e.f. 28^th May, 2025. Consequently as on date, there are five (5) Directors on
the Board of Directors of the Company, comprising of three (3) Independent Directors (including one Women Independent Director)
and Two (2) Non-Executive Non-Independent Directors. The details of Board of Directors of the Company are given below:

In term of the Section 152 of the Act and Articles of Association of the Company, Sh. Sarvesh Sindhu (DIN-06545787), Non¬
Executive director of the Company, retires by rotation at ensuing Annual General Meeting and being eligible, offered himself for
re-appointment. Your directors recommend his re-appointment, as Non-executive director of the Company, for approval of the
members/ shareholders of the Company at the ensuing AGM.

Subsequent to the financial year under review, the following changes were occurred in the Board of Directors of the Company:

1. *Sh. Rudra Sen Sindhu (DIN-00006999) Non-Executive, Non-Independent Director tendered his resignation from the Board
of Directors and Committees of the Board of Directors of the Company with effect from 28^th May, 2025;

2. *Sh. Ramesh Shah (DIN-00029864), Non- Executive Independent Director has been re-appointed as Non- Executive
Independent Director for his second term of 5 consecutive years with effect from 25^th June, 2025 subject to approval of the
shareholders/members in ensuing Annual General Meeting of the Company by way of Special resolution. Your directors
recommend his re-appointment, as Non-executive Independent Director of the Company, for approval of the members/
shareholders of the Company at the ensuing AGM

3. *Smt. Nishi Sabharwal (DIN-06963293) Non- Executive Independent Woman Director is being re-appointed as Non¬
Executive Independent Woman Director for her second term of 5 consecutive years with effect from 12^th November, 2025
with the approval of the shareholders/members in ensuing Annual General Meeting of the Company by way of Special
resolution. Your directors recommend her re-appointment, as Non-executive Independent Woman Director of the Company,
for approval of the members/ shareholders of the Company at the ensuing AGM

The Company has whole time Key Managerial Personnel in terms of the provisions of Section 203 of the Act read with rules
made thereunder. As on date, the following are the key managerial personnel of the Company:

a) Sh. Chandra Datt - Chief Executive Officer

b) Sh. Jagdish Chandra - Chief Financial Officer

c) Sh. Piyush Garg - Company Secretary

11. DECLARATION BY INDEPENDENT DIRECTORS

The independent directors have submitted their declaration of independence stating that they meet the criteria of independence
as provided under section 149(6) of the Act read with regulation 16 of the SEBI Listing Regulations, as amended from time to
time. 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.

The Board took on record the declaration and confirmation submitted by the independent directors with regard to meeting the
prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements
of regulation 25 of the SEBI Listing Regulations.

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

12. COMPLIANCE WITH CODE OF CONDUCT

All Board members and senior management personnel have affirmed compliance with the Company's Code of Conduct during
the financial year under review. A declaration to this effect signed by the Chief Executive Officer is included in this Annual
Report.

13. PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS, ITS COMMITTEE AND INDIVIDUAL DIRECTORS.

In compliance with the requirement of the Companies Act, 2013 and the SEBI Listing Regulations, as amended from time to
time, the Board of Directors on annual basis evaluates the functioning of the Board, its committees, and of the Individual
Directors (including Independent Directors). The Board as a whole and the committee thereof were being evaluated on various
parameters including but not limited to their compositions, experience, qualifications, diversity, roles and responsibility of each
and every directors towards stakeholders, strategic participation, governance compliances, culture and dynamics and quality
of relationship between Board Members and the Management.

The individual directors including independent directors are also evaluated on the basis of their qualifications, experience,
knowledge and their competency and while evaluating the performance of each and every director individually, the Board also
gives utmost check to their ability to work as team, commitment towards the functions assigned, contribution and availability at
Board Meeting and other business matters etc.

The review concluded by affirming that the Board as a whole, the committee(s), and the individual director continued to display
a commitment to good governance by ensuring a constant improvement of processes and procedures and contributed their
best in the overall growth of the organization.

14. DIRECTOR APPOINTMENT AND REMUNERATION POLICY

The Board, on the recommendation of the Nomination and Remuneration Committee, adopted a “Policy on Nominations and
Remuneration for Directors, Key Managerial Executives, Senior Management and other Employees”, which, inter-alia, lays
down the criteria for identifying the persons who are qualified to be appointed as directors and / or Senior Management
Personnel of the Company, along with the criteria for determination of qualification, positive attributes independence of a
director and remuneration of directors, KMPs, Senior Management and other employees and their evaluation and includes
other matters, as prescribed under the provisions of Section 178 of the Act and SEBI Listing Regulations. The Policy on
Nominations and Remuneration for Directors, Key Managerial Executives, Senior Management and Other is available on the
Company's website www.sainikfinance.com.

Disclosure under section 197 (12) of the Companies Act, 2013 read with rules made thereunder

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act and Rule 5
(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules) is given below:

None of employees of the Company has received remuneration of Rs.1,02,00,000 per annum and Rs.8,50,000 per month
during the financial under review. Details of employees remuneration as required under provisions of section 197 of the Companies
Act, 2013 and Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are available at the registered office of the Company during working hours 21 days before the Annual General Meeting and
shall be made available to the shareholders on their written request.

15. BOARD MEETINGS HELD DURING THE FINANCIAL YEAR UNDER REVIEW

During the financial year under review, Four (4) Board Meetings were convened and held. The details of Board and Committees
meetings held during the financial year under review are given in the Corporate Governance Report attached herewith. The
maximum interval between any two Board and Audit Committee meetings did not exceed 120 days as prescribed by the
Companies Act, 2013 and SEBI Regulations.

Additionally, a meeting of the Independent Directors of the Company was held on 12^th February, 2025, with the participation of
Independent Directors of the Company at this meeting.

16. AUDIT COMMITTEE

During the financial year under review, the Audit Committee comprises of Smt. Nishi Sabharwal (Chairperson), Sh. Rudra Sen
Sindhu (Member), Sh. Bharat Sinh (Member) and Sh. Ramesh Shah (Member). However, subsequent to the financial year
under review, the composition of Audit Committee of the Company has been changed with effect from 28^th May, 2025 and now
it comprises of Smt. Nishi Sabharwal (Chairperson), Sh. Sarvesh Sindhu (Member), Sh. Bharat Sinh (Member) and Sh. Ramesh
Shah (Member) as on date. The Company Secretary of the Company acts as Secretary to the Committee.

During the financial year under review, all the recommendations made by the Audit Committee were accepted by the Board.

17. STAKEHOLDERS' RELATIONSHIP COMMITTEE

During the financial year under review, the Stakeholders' Relationship Committee comprises of Sh. Rudra Sen Sindhu
(Chairperson), Sh. Kuldeep Singh Solanki (Member) and Sh. Bharat Sinh (Member).

However, subsequent to the financial year under review, the composition of Stakeholders' Relationship Committee of the
Company has been changed with effect from 28^th May, 2025 and now it comprises of Sh. Sarvesh Sindhu (Chairperson), Sh.
Kuldeep Singh Solanki (Member) and Sh. Bharat Sinh (Member). The Company Secretary of the Company acts as Secretary
to the Committee.

18. NOMINATION AND REMUNERATION COMMITTEE

During the financial year under review, the Nomination and Remuneration Committee comprises of Smt. Nishi Sabharwal
(Chairperson), Sh. Bharat Sinh (Member) and Sh. Rudra Sen Sindhu (Member).

However, subsequent to the financial year under review, the composition of Nomination and Remuneration Committee of the
Company has been changed with effect from 28^th May, 2025 and now it comprises of Smt. Nishi Sabharwal (Chairperson), Sh.
Bharat Sinh (Member) and Sh. Sarvesh Sindhu (Member). The Company Secretary of the Company acts as Secretary to the
Committee.

19. CORPORATE SOCIAL RESPONSIBILITIES COMMITTEE

During the financial year under review the Corporate Social Responsibilities Committee comprises of Sh. Rudra Sen Sindhu
(Chairperson), Sh. Kuldeep Singh Solanki (Member) and Smt. Nishi Sabharwal (Member).

However, subsequent to the financial year under review, the composition of Corporate Social Responsibilities Committee of the
Company has been changed with effect from 28^th May, 2025 and now it comprises of Sh. Sarvesh Sindhu (Chairperson), Sh.
Kuldeep Singh Solanki (Member) and Smt. Nishi Sabharwal (Member). The Company Secretary of the Company acts as
Secretary to the Committee.

20. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read
with section 134(5) of the Companies Act, 2013 in the preparation of the Financial Statement for the financial year ended on
31^st March, 2025 and state that:

i) in the preparation of Annual Accounts for the financial year ended as at 31^st March, 2025, the applicable Accounting
Standards have been followed along with proper explanation relating to the material departures.

ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the financial year
ended as at 31^st March, 2025 and of the profit and loss of the Company for the financial year ended on 31^st March, 2025.

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud or other
irregularities.

iv) the Directors have prepared the Annual Accounts on a “Going Concern basis”.

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

vi) the director had devised proper system to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company,
work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial
controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board
committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were
adequate and effective during financial year 2024-25.

21. PUBLIC DEPOSITS

The Company has not invited or accepted any public deposits within the meaning of Section 73 of the Companies Act, 2013
and the rules made thereunder and section 45-I (bb) of the Reserve Bank of India Act, 1934 during the financial year under
review. The Company does not hold any public deposit as on date and will not accept the same in future without the prior
approval of Reserve Bank of India in writing.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company, being an NBFC registered with the 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 Act read with rules made thereunder, with respect
to loans, investment and guarantees etc. Accordingly, the Company is exempted from complying with the requirement to
disclose in the financial statement / this report the full particulars of the loans given, investment made or guarantee given or
security provided.

23. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has proper and adequate system of internal financial control geared towards achieving efficiency in its operations,
safeguarding assets, optimum utilization of resources and compliance with statutory regulations. The Company has an internal
control system, commensurate with the size, scale and complexity of its operations/ business. Testing of such internal control
measures and systems forms a part of internal audit function. The Internal Auditors of the Company conduct audits of various
departments based on an annual audit plan covering key areas of operations. Internal Audit reviews and evaluates the adequacy
and effectiveness of internal controls, ensuring adherence to operating guidelines and systems and recommending improvements
for strengthening them. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the
Audit Committee of the Board. The Audit Committee of the Board of Directors reviews the adequacy of internal financial
controls. This has improved the management of the affairs of the Company and strengthened transparency and accountability.
The Management ensures adherence to all internal financial control policies and procedures as well as compliance with regulatory
guidelines. All recommendations & suggestions which have been received from the internal auditors of the Company are taken
on record and are suitably implemented by the Management. However, no significant audit observations and recommendations
have been received from the internal auditors of the Company which shall have major financial impact to the Company.

24. AUDITORS OF THE COMPANY

a) Statutory Auditors:

Pursuant to the provisions section 139, 142 and other applicable provisions of the Companies Act, 2013 and the rules
made thereunder and pursuant to the recommendations of the Audit Committee of the Board of Directors of the Company,
M/s. Kumra Bhatia & Co. Chartered Accountants, New Delhi (having Firm Regn.No.002848N) have been appointed as the
Statutory Auditors of the Company in its 30^th AGM of the Company held on 30^th September, 2022 for the first term of
consecutive five years from the conclusion of 30^th AGM till the conclusion of 35^th AGM of the Company to be held for the
financial year ended 31^st March, 2027, at a remuneration as may be mutually agreed between the Board and the Statutory
Auditors.

Besides the audit services, the Company also obtain certifications from the Statutory Auditors under various statutory
regulations and certifications required by clients, banks, statutory authorities, audit related services and other permissible
non-audit services as required from time to time, for which they will be remunerated separately on mutually agreed terms,
as approved by the Board in consultation with the Audit Committee.

Statutory Auditors Report:

The Statutory Auditors have not made any adverse comments or given any qualification, reservation or adverse remarks
or disclaimer in their Audit Report on the Annual Financial Statements for financial year 2024-25. Audit Report & the notes
to the financial statement referred to in the Auditors' Report are self -explanatory and do not call for any further comments.
Further, the Statutory Auditors have not reported any fraud in terms of Section 143(12) of the Companies Act, 2013.

b) Secretarial Auditors:

Pursuant to the provisions of section 204 of the Companies Act 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has, at its meeting held on 12^th August, 2024 appointed
M/s Rakesh Kumar & Associates, Company Secretaries in practice to undertake the Secretarial Audit of the Company and
to issue / submit Secretarial Audit Report & Secretarial Compliance Report for the financial year 2024-25.

c) Secretarial Audit Report and Secretarial Compliance Report

The Secretarial Audit Report submitted by the Secretarial Auditor for the financial ended 31^st March, 2025 in prescribed
Form MR-3 is annexed as an Annexure- A and is forming integral part of this report. Such Secretarial Auditors' report is
also self-explanatory and does not contain any qualifications, reservations or adverse remarks or disclaimer.

In addition to the Secretarial Audit Report, Secretarial Compliance Report has also been issued by the Practicing Company
Secretary as per the SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024. The said report has
also been submitted to the Stock Exchanges within the prescribed timeline. In terms of Regulation 24A of the Listing
Regulations, 2015, Secretarial Compliance Report issued by M/s Rakesh Kumar & Associates, Company Secretaries in
Practice.

25. CERTIFICATE FROM PRACTISING COMPANY SECRETARY WITH REGARD TO NON DISQALIFICATION OF DIRECOTRS

A certificate from M/s Rakesh Kumar & Associate, Practicing Company Secretary to the effect that none of the directors on the
Board of the Company have been debarred or disqualified from being appointed or continuing as directors of the Company by
the Ministry of Corporate Affairs, Securities and Exchange Board of India or any other statutory authority is attached herewith
as Annexure -B and is forming integral part of Corporate Governance Report and this report.

26. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

With an aim to provide insights into the Company to enable the Independent Directors to understand its business in depth and
contribute significantly, a familiarization program has been designed for the Independent Directors. Pursuant to Regulation
25(7) of SEBI Listing Regulation, the Company makes detailed presentations to the Board including Independent Directors, on
the Company's operation and business plans, the nature of industry in which Company operates, and model of respective
businesses, major risks involved, if any and risk management strategy of the Company.

The Independent Directors are made aware with their duties, role, responsibilities and liabilities at the time of their appointment
/ reappointment through a formal letter of appointment which stipulates various terms and conditions of their engagement apart
from clarifying their roles and responsibilities

During the financial year under review the Company also organised various programme to familiarise independent directors
with regard to nature of industry in which company operates, business model of the company, their roles, rights and responsibilities
etc. details of which are on the web link of website of the company i.e. “SFIL Details of Familiarisation Programmes imparted
to IDs 2025.pdf

27. CODE OF CONDUCT

The Board of directors has approved a Code of Conduct which is applicable to the members of the Board and all employees in
the course of day to day business operations of the Company. The Code has been placed on the Company's website
www.sainikfinance.com. The Code lays down the standard procedure of business conduct which is expected to be followed by
the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the
work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel
have confirmed compliance with the Code.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 read with the rules made thereunder and
pursuant to the provision of SEBI (Listing Obligations and Disclosure Requirements), 2015, the Company has established a
Vigil Mechanism to be known as the 'Whistle Blower Policy' for its Directors and Employees, to report instances of unethical
behaviour, actual or suspected, fraud or violation of the Company's Code of Conduct. The aim of the policy is to provide
adequate safeguards against victimization of Whistle Blower who avails of the mechanism and also provide direct access to the
Chairman of the Audit Committee, in appropriate or exceptional cases.

Accordingly, Vigil Mechanism / Whistle Blower Policy have been formulated with a view to provide a mechanism for the directors
and employees of the Company to approach the ethics officer or the Chairman of the Audit Committee of the Company. The

purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees
willing to raise a concern about serious irregularities within the Company. During the financial year 2024-25, no such complaint
of unethical or improper activity has been received by the Company.

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

The particular as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014 read with the provisions of Section
134(3) (m) of the Companies Act, 2013 are as follow:

A) Conservation of energy-

B) Technology absorption, adaption and innovation:

C) Foreign exchange earnings and Outgo

During the financial year under review, there was no Foreign Exchange Earnings and Foreign Exchange Outgo.

30. MATERIAL CHANGES AND COMMITMENTS, IF ANY

Apart from the information provided / disclosures made elsewhere in the Directors' Report including annexures thereof, there
are no material changes and commitments affecting the financial position of the Company, which occurred between the end of
the financial year of the Company i.e. 31^st March, 2025 to which this financial statement relates and till date of this Report.

31. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its
ordinary course of business and on an arm's length basis. The main business of the Company is financing & investment in
securities etc. and granting loans to related or unrelated parties. All related party transactions are placed before the Audit
Committee for their consideration and approval. None of the transactions with related parties falls under the scope of section
188(1) of the Act because they were in ordinary course of business and on an arm's length basis. However, the related party
transactions so entered are disclosed in note No.36 to Financial Statement of the Company as attached herewith. Further
details of all related party transactions are also given in AOC-2 attached herewith as Annexure-C is forming integral part of this

Report. The Material related party transactions have been duly approved by the Shareholders of the Company. The Policy on
Materiality of Related Party Transactions and on dealing with Related Party Transactions duly approved by the Board of
Directors of the Company has been placed on the Company's website www.sainikfinance.com

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34(2)(e) of the SEBI Listing Regulations, the Management's Discussion and Analysis
Report covering the performance and outlook of the Company is annexed herewith as Annexure-D and forming part of this
Annual Report.

33. CORPORATE GOVERNANCE REPORT

The Company is committed to good Corporate Governance as the requirement of the Schedule V of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“SEBI Regulations”). As required under Schedule V of SEBI Regulations,
a detailed report on Corporate Governance together with certificate issued by M/s Rakesh Kumar & Associates, Practicing
Company Secretary on compliance of conditions of Corporate Governance is annexed herewith as Annexure-E and is forming
integral part of this Report.

34. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the financial year under review, the Company was not required to spend any amount on CSR activities because Company
did not meet any of the criteria as provided under provision of section 135 of Companies Act, 2013 as amended and rules made
thereunder and any amendment thereof for spending the money of CSR Activities. The Policy on CSR has been placed on the
Company's website www.sainikfinance.com

During the previous year ended 31^st March, 2024, the Company earned net profit of Rs.2.68 Cr. (Rupees Two Crore Sixty Eight
Lakhs) as calculated in accordance with the provisions of section 198 of the Companies Act, 2013. However, the Company's
average net loss for preceding three financial years is Rs.1.40 Cr. (One Crore Forty Lakhs). Hence, the Company did not
require to spend any amount on CSR activities during the financial year 2024-25

The annual report on CSR activities prepared in prescribed format / annexure as per the Rule 8 of Companies (Corporate
Social Responsibility Policy) Rules, 2014 is attached herewith as Annexure-F and it shall be an integral part of Board Report.

35. DISCLOSURE RELATING TO MAINTENANCE OF COST RECORD

As the Company is Non-Banking Finance Company, the Central Government does not require to maintenance of cost records
as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. Hence, the provisions
of Cost Audit are not applicable to the Company.

36. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 notified
on December 9, 2013, the Company has a policy for Prevention of Sexual Harassment of Women at Workplace and has
complied with the provisions of this Act. During the financial year ended 31^st March 2025, no complaint of sexual harassment
has been received, disposed off and pending more than ninety days with the Company during the financial year under review.

37. STATEMENT WITH RESPECT TO THE COMPLIANCE OF THE PROVISION RELATING TO THE MATERNITY BENEFIT ACT
1961

As per the provision of section 2(1)(b) of the Maternity Benefit Act, 1961 read with rules made thereunder, it applies in the first
instance to every shop or establishment within the meaning of any law for the time being in force in relation to shops and
establishments in a State, in which ten or more persons are employed, or were employed, on any day of the preceding twelve
months. Provided that the State Government may, with the approval of the Central Government, after giving not less than two
months' notice of its intention of so doing, by notification in the Official Gazette, declare that all or any of the provisions of this
Act shall apply also to any other establishment or class of establishments, industrial, commercial, agricultural or otherwise.

The Company neither have 10 (Ten) or more person employed therein on any day of the preceding twelve months nor the State
Government declared that all or any of the provisions of this Act shall apply to the Company, therefore, the provisions of the
Maternity Benefit Act, 1961 is not applicable to the Company during the financial year under review.

38. DISCLOSURE ABOUT THE SHARES ISSUED ON PREFERENTIAL BASIS, IF ANY.

During the financial year under review, your Company has not made any allotment of shares on preferential basis.

39. DISCLOSURE ABOUT SWEAT EQUITY SHARES AND ESOP SCHEME.

Your company has not issued sweat equity shares or given stock option in the financial year under review.

40. SECRETARIAL STANDARDS OF ICSI

The Company has complied with the requirements prescribed under the Secretarial Standards on meetings of the Board of
Directors (SS-1) and General Meetings (SS-2).

41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There are no significant and material orders passed by the regulators/ courts/ tribunal that would impact the going concern
status of the Company and its future operations.

42. ANNUAL RETURN

In compliance with the provision of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the copy of annual Return
in Form MGT-7 is placed on the website of the Company under sub tab 'Annual Returns' at www.sainikfinance.com.

43. OTHER STATUTORY DISCLOSURES

a) The securities of the Company were not suspended from trading during the financial year under review on account of
corporate actions or otherwise.

b) The Company has not defaulted in repayment of loans from banks and financial institutions. There were no delays or
defaults in payment of interest / principle of any of its debt securities.

c) During the financial year under review, there was no instance of one-time settlement with Banks or Financial Institutions.
Therefore, as per rule 5(xii) of Companies (Accounts) Rules, 2014, reasons of difference in the valuation at the time of one¬
time settlement and valuation done while taking loan from the Banks or Financial Institutions are not reported.

d) The Securities of the Company are listed on BSE Limited, Mumbai. The listing fee for the financial year- 2025-26 has been
paid.

e) During the financial year under review, the Company has neither made any application nor any proceeding were pending
under the Insolvency and Bankruptcy Code, 2016 (“IBC Code”). At the end of the financial year, Company did not have any
proceedings under IBC Code.

44. ACKNOWLEDGEMENT

The Board of Directors places its gratitude and appreciation for the support and cooperation from its members, the RBI and
other regulators, banks, financial institutions and employees during the financial year under review. The directors also
acknowledge with appreciation the support and co-operation rendered by various Government authorities and departments.
Your Directors would also wish to place on record their deep sense of appreciation for the continued support of all the investors
of the Company.

By Order of the Board of Directors
For SAINIK FINANCE & INDUSTRIES LIMITED

Kuldeep Singh Solanki Sarvesh Sindhu

Place: New Delhi Director Director

Dated:12^th August, 2025 DIN: 00009212 DIN: 06545787