Abhinav Leasing & Finance Ltd Directors Report

To,

The Members,

ABHINAV LEASING AND FINANCE LIMITED

The Directors are pleased in presenting the Annual Report of the Company together with the Audited Financial Statement for the financial year ended 31st March 2026.

FINANCIAL SUMMARY OF THE COMPANY

(Amount in Rs.)

PARTICULARS	FY 2025-2026	FY 2024-2025
Sales/Income from operations	6,49,34,034.60	39,20,39,755.24
Total Income	6,55,44,828.92	39,31,54,479.91
Total Expenses	5,64,29,408.00	39,02,34,087.03
Profit/(loss) before exceptional item and tax	91,15,420.92	29,20,392.88
Less: Exceptional Items	0.00	0.00
Profit/(loss) before tax for the year	91,15,420.92	29,20,392.88
Less: Income tax	24,87,905.00	6,15,469.00
Less: Deferred tax	34,523.72	4,216.00
Net Profit/Loss for the Year	65,92,992.20	23,00,707.88
Basic EPS	0.132	0.046

DESCRIPTION OF COMPANY PERFORMANCE

Company has always been indulged towards the enhancement of shareholders value through sound business decisions, prudent to financial management and high standard of ethics throughout the organization. Company performance for the financial year in review are as under;

A) Revenue from Operations - Rs. 6,49,34,034.60/- B) Profit/Loss before Tax - Rs. 91,15,420.92/- C) Net Profit - Rs. 65,92,992.20/-

STATE OF COMPANYS AFFAIRS

During FY 2025-26, the Company continued its business activities as a NBFC-ICC in accordance with its Memorandum and Articles of Association and applicable regulatory framework.

During the financial year under review, the Company witnessed a significant improvement in its financial performance, with an increase in profit as compared to the previous financial year. The improved profitability reflects the Companys continued focus on operational efficiency, prudent cost management and strengthening of its business operations. This positive performance demonstrates the Companys commitment towards sustainable growth and further strengthening its financial position.

The Board of Directors remains optimistic about the Companys future prospects and is committed to pursuing a growth-oriented strategy focused on innovation, operational excellence and responsible business practices. Supported by a robust governance framework and a disciplined approach to business, the Company aims to maintain consistent performance and create sustainable value for its stakeholders in the years ahead.

The Board remains committed to achieving sustainable and profitable growth while maintaining an appropriate risk management framework, adequate capital and liquidity buffers, and prudent financial discipline.

CHANGE IN NATURE OF BUSINESS

The Companys principal objects are to undertake leasing, hire-purchase, lending and financing activities, provide loans against property/securities, finance industrial and trading enterprises, and raise funds through borrowings and securities, without carrying on banking business. The Company also undertakes to carry on investment and treasury activities, including acquisition, holding, purchase, sale and dealing in shares, stocks, securities, debentures, bonds and other financial instruments. During the financial year under review, there were no changes in nature of business of the Company.

SHARE CAPITAL STRUCTURE

The authorized share capital of the company is Rs. 5,00,00,000/- (Rupees Five Crores only) and paid-up Equity Share Capital as on 31st March 2026 was Rs. 4,99,80,000/- (Rupees Four Crores Ninety Nine Lakhs Eighty Thousand only), each share having face value of Re 1/- (Rupee One only). There was no changes in the capital structure of Company and Company has not issued new shares or convertible securities during the year 2025-2026. The Company not issued shares with differential voting rights or granted any stock options or sweat equity shares. Further the Company has not issued any debentures, bonds, warrants or any non- convertible securities during the year 2025-2026.

The company has not held any shares in trust for the benefit of employees where the voting rights are not exercised directly by the employees.

RESERVES

During the current financial year the Company has made profit of Rs. 65,92,992.20/- which was transferred to reserves by the Board of Directors.

DIVIDEND

The Board of Directors of the Company has not recommended any dividend for the financial year 2025-2026.

WEBSITE

Pursuant to Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has maintains its corporate website to provide stakeholders with easy access to relevant information about the Company, including its business activities, products and services, corporate profile, financial information, statutory disclosures, investor- related information and other important updates. The website is regularly updated, wherever applicable, to facilitate transparency and effective communication with shareholders, investors and other stakeholders. The website can be accessed at www.abhinavleasefinltd.in

COMPOSITION OF BOARD OF DIRECTORS

During the financial year under review, there were changes in composition of Board of Directors. As on 31st March 2026, the composition of Board of Directors of the Company is mentioned below:-

S.No Name	DIN	Designation
1 Mrs. Mamta Agarwal	02425119	(Managing Director)
2 Mr. Amit Aggarwal	02504414	(CFO & Executive Director)
3 Mr. Atul Kumar Agarwal	00022779	(Executive Director)
4 Mr. Rajeev Garg	02216829	Non-Executive Independent Director
bs) Mr. Nikhil Bansal	02701658	Non-Executive Independent Director
6 Mr. Prateek Singh	11342647	Non-Executive Independent Director

DETAILS OF CHANGES IN MANAGEMENT

During the financial year 2025-2026, the Board of Directors in their meeting held on 16% October 2026, had appointed Mr. Prateek Singh (DIN: 11342647) as a Non-Executive Independent Director of the Company. However, Mr. Prateek Singh tendered his resignation from his position effective from 12t August 2026 which has been duly taken on records by the Company.

Further, the Company Secretary and Compliance Officer of the Company Ms. Geeta (Membership No. A65052) resigned from her position effective from 28th February 2026 and the same was duly noted by the Board.

MEETINGS OF THE BOARD OF DIRECTORS

During the financial year under review, 8 (Eight) Board Meetings were held. The intervening gap between the meetings was within the period as prescribed under the Companies Act, 2013.

During the financial year from 1st April 2025 to 31st March 2026, the Board of Directors met on the following dates:

1, 2294 April 2025	5. 16t October 2025
2. 30th May 2025	6. 14th November 2025
3. 11 August 2025	7. 13t2 February 2026
4. 06% September 2025	8. 28th February 2026

COMPOSITION OF VARIOUS COMMITTES OF BOARD AND THEIR MEETINGS

AUDIT COMMITTEE

The Audit Committee of the Company duly constituted by the following members:

1) Mr. Rajeev Garg	(Chairperson)
i) Mr. Nikhil Bansal	(Member)
iii) Mr. Amit Aggarwal	(Member)

The Audit Committee of the Company met Four (4) times during the financial year and details of Members attendance is mentioned below:

1. 30th May 2025	3. 14th November 2025
2. 11% August 2025	4. 13t? February 2026

 

		No of Meetings
Name of Members	Designation	Entitled	Attended	Attendance
Mr. Rajeev Garg	Chairperson	4	4	100%
Mr. Nikhil Bansal	Member	4	4	100%
Mr. Amit Aggarwal	Member	4	4	100%

The Minutes of the Meetings of the Audit Committee were discussed and taken note by the Board of Directors. The Statutory Auditor, Internal Auditor, Executive Directors and Chief Financial Officer are invited to the meeting as and when required. No sitting fees have been paid to any Member of the committee during the year for attending the meetings. The remuneration paid to all Key Management Personnel of the Company were in accordance with remuneration policy adopted by the Company. All members have attended the meeting in person.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company duly constituted by the following members:

1) Mr. Nikhil Bansal	(Chairperson)
ui) Mr. Rajeev Garg	(Member)
iu) Mr. Atul Kumar Agarwal	(Member)

The Nomination and Remuneration Committee of the Company met once (1) during the financial year and details of Members attendance is mentioned below:

1. 16% October 2025

		No of Meetings
Name of Members	Designation	Entitled		Attended	Attendance
Mr. Nikhil Bansal	Chairperson	1	1		100%
Mr. Rajeev Garg	Member	1	1		100%
Mr. Atul Kumar Agarwal	Member	1	1		100%

The Minutes of the Meetings of the Nomination and Remuneration Committee were discussed and taken note by the Board of Directors. No sitting fees have been paid to any Member of the committee during the year for attending the meetings. The remuneration paid to all Key Management Personnel of the Company were in accordance with remuneration policy adopted by the Company. All members have attended the meeting in person.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company duly constituted by the following members:

1) Mr. Nikhil Bansal	(Chairperson)
2) Mr. Amit Aggarwal	(Member)
3) Mr. Atul Kumar Agarwal	(Member)

The Stakeholders Relationship Committee of the Company met Once (1) time during the financial year and details of Members attendance is mentioned below:

1. 13% February 2026

		No of Meetings
Name of Members	Designation	Held	Attended	Attendance
Mr. Nikhil Bansal	Chairperson	1	1	100%
Mr. Amit Aggarwal	Member	1	1	100%
Mr. Atul Kumar Agarwal	Member	1	1	100%

The Minutes of the Meetings of the Stakeholders Relationship Committee were discussed and taken note by the Board of Directors. No sitting fees have been paid to any Member of the committee during the year for attending the meetings. The remuneration paid to all Key Management Personnel of the Company were in accordance with remuneration policy adopted by the Company. All members have attended the meeting in person.

INDEPENDENT DIRECTORS MEETING

During financial year 2025-2026, one (1) meeting of the Independent Directors was held on 13t February 2026. The Independent Directors, inter-alia, reviewed the performance of Non- Independent Directors, Board as a whole and Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors. No other Director was present in meeting except the Company Secretary and Independent Directors of the Company.

		No of Meetings
Name of Members	Designation	Held	Attended	Attendance
Mr. Nikhil Bansal	Chairperson	1	1	100%
Mr. Rajeev Garg	Member	1	1	100%
Mr. Prateek Singh	Member	1	1	100%

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary disclosures & declarations from Independent Directors under section 149, 164 and 184 of the Companies Act, 2013 and that the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

For the financial year under review, the Company had three (3) Independent Directors, Mr. Nikhil Bansal (DIN: 02701658), Mr. Rajeev Garg (DIN: 02216829) and Mr. Prateek Singh (DIN: 11342647).

However, Mr. Prateek Singh tendered his resignation from his position effective from 12th August 2026 which has been duly taken on records by the Company.

MATERIAL CHANGES AND COMMITMENTS

Between the end of the financial year of the Company to which the financial statements relate and the date of the report in the Company, there were material transactions that took place which may affect the financial position of the company.

The Board, upon recommendation of Nomination & Remuneration Committee had appointed Mr. Deepanshu Mittal (Membership No. A66663), as the Company Secretary & Compliance Officer effective from 04 June 2026.

However, he tendered his resignation from the position effective from 09 June 2026.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy.

The Company has established a Vigil Mechanism/Whistle-Blower mechanism in accordance with applicable provisions of the Companies Act, 2013 and SEBI LODR Regulations. The mechanism provides an avenue to Directors and employees to report genuine concerns regarding unethical behavior, actual or suspected fraud, violation of the Companys policies or other concerns.

The mechanism provides adequate safeguards against victimization of persons using the mechanism and provides direct access to the Chairperson of the Audit Committee in appropriate cases.

PREVENTION OF INSIDER TRADING

The Company has adopted a code of conduct for prevention of insider trading with a view to regulate dealing in securities by the Directors and designated employees of the Company. The code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the code.

SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES

As on 31st March 2026, the Company does not have any Subsidiary, Joint - Ventures or Associate Company.

CONSOLIDATED FINANCIAL STATEMENT

As Company has no Subsidiary, Joint - Ventures or Associate Company, accordingly provisions for preparation of Consolidated Financial Statements are not applicable to Company.

DEPOSITS

The Company has not accepted any public deposits during FY 2025-26. There were no public deposits outstanding as at 31st March 2026. Accordingly, the provisions relating to acceptance of deposits under the Companies Act, 2013 and applicable RBI regulations relating to public deposits are not applicable to the Company to the extent stated above.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the financial year under review, there was no significant and material order passed by any regulators, court, or tribunal which would impact the going concern status and companys operations in future.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board, and separate its functions of governance and management.

As of 31st March 2026, the Board had six (6) Directors.

The policy of the Company on Directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of section 178 of Companies Act, 2013 is in place and maintained by company as per law.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of any loans or guarantees or securities and investments made during the year 2025-2026 covered under the provision of section 186 of Companies Act, 2013 are given under note to financial statement.

RELATED PARTIES TRANSACTIONS

There are no materially significant related party transactions made by the Company with the Promoters, Key Management Personnel or other designated persons which may have potential conflict with interest of the Company at large. The AOC-2 as per the Companies Act, 2013 has been attached herewith under "Annexure A".

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

The information required to be furnished under section 134 (3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo is annexed in "Annexure B" herewith and forming part of this report.

BUSINESS RISK MANAGEMENT

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to comply with the provisions of Section 135 of Companies Act 2013, as the Company does not fall in eligibility ambit of Corporate Social Responsibility initiatives.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Auditor functions reports to the Chairperson of the Audit Committee and Managing Director of the Company.

M/s Sandeep Kumar Singh & Co., Chartered Accountants, (FRN: 035528N) has been appointed as the Internal Auditor of the Company.

The Internal Auditor monitors and evaluates the efficiency and adequacy of internal control systems in the company. It complies with operating systems, accounting procedure and policies at all locations of the Company.

REPORTING OF FRAUDS

There have been no instances of fraud being reported by the Statutory Auditor under Section 143 of the Companies Act 2013 read with relevant rules framed thereunder either to the Company or to the Central Government.

SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

As per the SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated O24 September, 2015 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Paid-up equity capital as on the last day of previous financial year 1.e., on 31st March 2026 was Rs. 4,49,80,000 and Networth was Rs. 5,00,42,779/-

Therefore, in terms of the said circular the compliance with the corporate governance provisions as specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V shall not apply in our Company during the financial year 2025-2026.

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.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, its committees, as well as the Directors individually. The outcome of the Board evaluation was discussed by the Nomination & Remuneration Committee and at the Board Meeting held on 13/02/2026 and improvement areas were discussed.

EXTRACT OF ANNUAL RETURNS

In terms of provisions of Section 92, 134(3)(a) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, a copy of the annual return as required under section 92(3) of the Act in the prescribed form is available on the Company website and can be accessed at https://www.abhinavleasefinitd.in/annual- returns

DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Since, Company has less than 10 (ten) employees and hence, the provisions relating to the constitution of an Internal Complaints Committee under POSH Act 2013 (Sexual Harassment of Women at Workplace Prevention, Prohibition and Redressal Act) are not applicable on the Company. However, the Company remains committed towards providing a safe and respectful working environment to all its employees and there are appropriate measures for any concerns if they arise.

MATERNITY BENEFIT ACT 1961

The Company is in compliance with the provisions of Maternity Benefit Act 1961. During the financial year 2025-2026, there were no employees who availed the maternity benefits as per the provisions of the Act.

STATUTORY AUDITOR

M/s GAMS & Associates LLP (Chartered Accountants) (FRN: ON500094) are the Statutory Auditor of the Company.

The Auditors Report on the financial statements for financial year 2025-26 forms part of the Annual Report. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer

SECRETARIAL AUDITOR

Pursuant to the applicable provisions of Section 204 of the Companies Act, 2013, the Company has appointed CS Divya Rani (Practicing Company Secretary), having Practicing Number 26426 to undertake the Secretarial Audit of the Company for financial year 2025-26.

The Secretarial Audit Report in Form MR-3 is annexed to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

EXPLANATIONS OR COMMENTS BY THE BOARD ON QUALIFICATION, RESERVATION AND ADVERSE REMARK

There was qualification remark given by Statutory Auditor in the auditor report.

Qualification: The Company has used accounting software for maintaining its books of accounts for the financial year ended on 31st March 2026 which does not have a feature of recording audit trails (edit log) facility and the same has been operated throughout the year for all relevant transaction recorded in the software.

Management Reply: The Company is in the process of updating its accounting software to include the ability to record audit trails and alter logs. The company has accelerated the process of updating its accounting software, and soon it will be used to maintain its books of accounts audit trails (edit log) feature.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year 2025-2026, the Company complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as applicable to the Company. The provisions of Secretarial Standard-1 (SS-1) relating to Meetings of the Board of Directors and Secretarial Standard-2 (SS-2) relating to General Meetings were duly taken into consideration and complied with while conducting the meetings of the Board of Directors and General Meetings during the financial year 2025-2026. Further, the applicable provisions of

Secretarial Standard-4 (SS-4) relating to the Report of the Board of Directors were duly considered while preparing the Boards Report for the financial year 2025-2026.

LISTING WITH STOCK EXCHANGE

The Equity shares of Company are listed with Metropolitan Stock Exchange of India Limited (MSE) and the Company has paid the Annual Listing Fees for the year 2025 - 2026 to Metropolitan Stock Exchange of India Limited (MSE).

NBFC REGISTRATION

The Company is registered with the Reserve Bank of India as a Non-Banking Financial Company - Investment and Credit Company (NBFC-ICC) vide Registration No. B-14.02146 Dated 21st November, 2000.

The Company is a non-deposit taking NBFC and has not accepted any public deposits during the financial year.

The Company continued to comply with the applicable provisions of the RBI Act, 1934, the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023, as amended from time to time, and other applicable directions, circulars and guidelines issued by the RBI.

COMPLIANCE WITH RBI GUIDELINES

The Company has complied with all the regulations of Reserve Bank of India as on 31st March 2026; applicable to it as non-Deposit taking Non-Banking Finance Company.

RBI / REGULATORY INSPECTIONS AND ACTIONS

During the financial year under review, the Company remained committed to complying with all applicable laws, regulations, guidelines and directions issued by the Reserve Bank of India and other regulatory authorities. The Company duly cooperated with regulatory authorities in respect of any inspections, reviews, queries or other regulatory matters, wherever applicable, and took necessary steps to ensure timely compliance and corrective measures. The Company continues to maintain appropriate systems and processes to strengthen its regulatory and compliance framework.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Act, the Board of Directors to the best of their knowledge and ability confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed. b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period. c) They 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 and other irregularities. d) They have prepared the annual accounts on a going concern basis. e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CAUTIONARY STATEMENT

The statements contained in the Boards Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

ACKNOWLEDGEMENT

The Directors place on records their sincere appreciation of the services rendered by the employees of the Company. They are grateful to shareholders, bankers, depositors, customers and vendors of the company for their continued valued support. The Directors look forward to a bright future with confidence.