Apoorva Leasing Finance & Investment Co Ltd Directors Report

To

The Members,

APOORVA LEASING FINANCE AND INVESTMENT COMPANY LIMITED

Your directors take pleasure in presenting their 43 rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31 st March 2026.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

(IN LAKHS)

Particulars	2025-26	2024-25
Revenue	135.13	118.53
Profit & Loss (Before Interest & Depreciation)	40.36	52.15
Less: Depreciation & Amortization Expenses	7.51	6.02
Less: Interest	-	0.26
Profit/Loss before Tax	32.85	45.87
Less: Current Tax	2.64	11.59
Less: Deferred Tax	(0.35)	(0.09)
Less: Excess/short Provision of earlier year tax	-	-
Profit/Loss after Tax	30.56	34.37
Add: Item that will not be re-classified to profit & Loss	5.29	(43.22)
Less: Income Tax relating to items that will not be reclassified to	2.17	(6.55)
profit & Loss
Total comprehensive income for the period	33.68	(2.30)

2. OPERATIONAL PERFORMANCE

During the year under review, the Revenue increased to Rs. 135.13 lakhs from Rs. 118.53 lakhs in the previous financial year, registering a growth of approximately 14.01%. However, Profit Before Interest and Depreciation declined to Rs. 40.36 crore as against Rs. 52.15 crore in the previous year, primarily reflecting changes in the operating cost structure and profitability during the year.

The Profit Before Tax stood at Rs. 32.85 lakhs, as compared to Rs. 45.87 lakhs in the previous financial year. The Profit After Tax stood at Rs. 30.56 lakhs, as against Rs. 34.37 lakhs in the previous year.

The Company also recorded a significant improvement in its Total Comprehensive Income, which stood at ^33.68 crore during FY 2025-26 as compared to a negative Total Comprehensive Income of Rs. 2.30 lakhs in FY 2024-25. The movement was mainly attributable to changes in items recognised in Other Comprehensive Income during the respective financial years.

The Directors remain confident that the Company will continue to focus on operational efficiency, prudent cost management and sustainable growth and will endeavour to further strengthen the Companys financial performance in the coming years.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of Business of the company

4. DIVIDEND

As the company retained the earnings for investment in future projects, the directors have not recommended any dividend for the financial year 2025-26.

5. RESERVES

The Company has Rs 12531.36 Lakhs in the reserves as on 31.03.2026. Out of the amount available for appropriation, Directors has transferred Rs.30.56 Lacs to reserves during the Financial Year-2025-26.

6. SHARE CAPITAL & SHIFTING OF REGISTERED OFFICE OF THE COMPANY

The share capital of the company remains unchanged during the year and company has neither issued any equity shares with differential rights nor any sweat equity shares. The Registered Office of the Company is same.

7. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED AND RESIGNED DURING THE YEAR

Ms. Richa Saxena was appointed as the Company secretary & Compliance officer of the Company during the year under review. Apart from this no other change in Board and Senior management personnel during the year under review.

8. PARTICULARS OF EMPLOYEES

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees who withdraw a salary exceeding the limits as prescribed in the aforesaid rules.

9. MEETINGS OF THE BOARD OF DIRECTORS AND INDEPENDENT DIRECTORS HELD DURING THE FINANCIAL YEAR

In the Compliance of Provisions of clause (b) of sub-section (3) of Section 134 of Companies Act, 2013, there were 6 (Six) Board Meetings held during the financial year under review, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 read with Secretarial Standards-1.

In addition to the above, 1 (One) meeting of the Independent Directors was held during the year in compliance with the Section 149(8) read with Schedule IV to the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

10. BOARD EVALUATION & RECONSTITUTION OF COMMITTEES

Pursuant to the provisions of the Section 178 of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors including independent directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

There has been no re-reconstitution of the Committees during the year under review.

11. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

All Independent Directors have given their Independency declaration as provided in sub- section (6) of section 149 of the Companies Act, 2013.

12. REMUNERATION POLICY

The company has framed Remuneration Policy in compliance with Section 178 of the Companies Act, 2013, read with applicable Rules thereto and SEBI LODR Regulations.

The Key Highlights of the Policy are:

1. The Objective of Remuneration Policy is to attract and retain high caliber talent and assume that the policy is in consonance with the existing industry practice.

2. The Companys Remuneration Strategy is a key and integral component of the broader Human Resource Strategy of the Company and, whilst focusing on remuneration and related aspects of performance management, is aligned with and reinforces the employee value proposition of a superior quality of work life, that includes an enabling work environment, an empowering and engaging work culture and opportunities to learn and grow.

3. The policy ensures that remuneration practices support and encourage the performance of employees.

4. Remuneration of Executive Directors, Key Managerial Personnel and Senior Management is determined and recommended by the Board, Nomination & Remuneration Committee, and approved by the Board.

5. The remuneration shall be subject to the approval of the shareholders of the Company, wherever required. It shall be as per the statutory provisions of the Companies Act, 2013 read with the rules made there-under for the time being in force.

6. Remuneration is reviewed and revised periodically and also when such a revision is warranted by the market.

There is no employee in the company drawing remuneration in excess as prescribed under Rule 5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. However, the list of Top 10 employees is attached with the report and marked as Annexure-IV.

13. MANAGERIAL REMUNERATION

1. Ratio of remuneration of each director to median remuneration of employees
Atul Singh Tyagi	12.50 Lakhs (Annually) paid
Antriksh Singh	3.45 Lakhs (Annually)
2. Percentage Increase in remuneration of each Directors and KMPs	Refer to balance sheet
3. Percentage Increase in the median remuneration of employees	Refer to balance sheet
4. Number of permanent employees	8 but the Company does not employ 20 or more than 20 employees at any point of time
5. average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;	Refer to balance sheet
6. Affirmation that the remuneration is as per the remuneration policy of the Company	Yes, the Company has paid the remuneration as per the remuneration policy of the Company

*The Company does not employ more than 20 people at any point during the year.

14. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Name of the Companies, which become or ceased as Subsidiaries/Joint Ventures/Associates Companies during the year: None of the companies became or ceased as subsidiaries/joint ventures/ Associates companies during the year.

Pursuant to sub-section (3) of Section 129 of the Act and rules made there under, the statement containing the salient feature of the financial statement of a Companys subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as Annexure I.

During the year, the Company generated revenue of Rs. 155.73 Lakhs at group level.

Further, the Annual Accounts and related documents of the subsidiary and associate company shall be kept open for inspection at the Registered & Corporate Office of the Company after their finalization. The Company will also make available copy thereof upon specific request by any Member of the Company for the same. Further, pursuant to Accounting Standards AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its Subsidiaries and Associates.

15. AUDITORS

M/s Singhal & Gupta, Chartered Accountants (FRN- 030703C) was appointed as the statutory auditor of the Company at the 40 th Annual General Meeting held on 28.09.2023 for a period of five consecutive financial years, However M/s Singhal & Gupta, Chartered Accountants (FRN- 030703C) resigned from his office w.e.f. 04 th September 2026. Board thereafter at its meeting held on 04 th September 2026 appointed M/S P M S R & CO. (Firm Registration Number: 036057C) a Peer Reviewed Firm, as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s Singhal & Gupta., Chartered Accountants (FRN: 030703C), subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

16 AUDITORS REPORT

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

17. DISCLOSURE ABOUT COST AUDIT

As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the F.Y. 2025-26.

18. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/s. SPR & Co, Practicing Company Secretary resigned as the Secretarial Auditor of the Company with effect from 2026-27, Thereafter, Board at its meeting held on 04 th September 2026 recommended the appointment of M/s D Dixit & Associates as its Secretarial Auditor which is subject to the approval of members at the ensuing Annual General Meeting. The report of the Secretarial Auditor is enclosed as Annexure III to this report.

19. INTERNAL AUDIT & CONTROLS

During the period under review Internal auditor of the Company Ms. Gauri Handa resigned from her office, thereafter Company Appointed Mr. Ashwani Kumar, who is an employee of the Company as its Internal Auditor, to fill the casual vacancy caused in the office.

20. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report their genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at https://www.apoorvaleasingfinance.in/ u nder Notices and Policies/Policies/Vigil Mechanism Policy link.

21. RISK MANAGEMENT POLICY

The Company has in place comprehensive risk management and minimization procedures, which are reviewed by the top management. Further, The Risk management Policy is also available on the website of the Company https://www.apoorvaleasingfinance.in/

22. ANNUAL RETURN

Pursuant to section 92(3) and section 134(3)(a) of the Companies Act, 2013 the company has placed a copy of the Annual Return as at 31 st March, 2026 on its the website https://www.apoorvaleasingfinance.in/ By virtue of amendment to section 92(3) of Companies Act, 2013 the company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board Report.

23. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There is no Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.

24. COMPLIANCES OF REGULATION 39 OF SEBI (LODR) REGULATIONS, 2015

The said regulation is not applicable on the company as there are no unclaimed shares in the company.

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

The Company has not received any significant or material orders passed by the regulators or courts or appellate tribunals impacting the going concern status and Companys operations in future.

26. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

According to Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguard of 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.

The Company has a well-placed internal financial control system, which ensures the all assets are safeguarded, and protected and that the transactions are authorized, recorded and reported correctly. The Companys Internal Financial Control System also comprises of due compliances with Companys policies and Standard Operating Procedures (SOPs) and audit and compliance by Internal Auditor Mr. Ashwani Kumar.

27. DEPOSITS

The company has neither accepted nor renewed any deposits falling under chapter V of Companies Act, 2013.

28 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has provided following loans and guarantees and made following investments pursuant to Section 186 of the Companies Act, 2013: Details of Investments

Rs. in Lakhs

Particulars	31st March 2026
Investments in equity Instruments (Quoted)
Investment in public sector equity instruments quoted trade (At Market Value)	140.28
Investments in equity Instruments (Unquoted)
Investment in other Indian companies equity instruments unquoted non trade (At cost)	75.00
Investment in subsidiaries unquoted non-trade (At cost)	30.00
Investment in Associates (At cost)	674.54
Investment in LLP	187.53
Investments in Mutual Funds (Quoted) (At Market value)
Mutual funds long-term quoted non-trade (Market value)	316.55
Total	1,423.91

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013, are disclosed in Form No. AOC-2 as Annexure-II of this report. With reference to section 134(3) (h) of Companies Act, 2013 all contracts and arrangement with related parties under section 188(1) entered by the Company during the financial year 2025-26 were in ordinary course of business and on arm length basis.

30. CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated in Regulation 27 of the SEBI (LODR) Regulations, 2015 is annexed with the report.

31. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis Report forms part of this Annual Report for the year ended 31 st March, 2026 is annexed for the reference of the stakeholders.

32. MATERNITY BENEFIT ACT 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961 during Financial Year 2025-26.

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

The company has in place an Anti-Sexual Harassment policy in line with the requirement of the Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013(POSH Act). Internal Complaint Committee has been set up to redress complaints received regarding sexual Harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the financial year 2025-26, the company has not received any Sexual Harassment complaint.

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

Since the Company is an investment Company and is engaged in the business of investment into various securities available in the market, it does not require to take steps for conservation of energy, utilize alternate sources of energy and to make capital Investment on energy conservation equipments.

Further, the Companys nature of activity does not require it to obtain and absorb technology. Accordingly, the information related to technology absorption, adaptation and innovation is reported to be Nil.

Further, Company has not earned and made any expenditure in foreign currency during the financial year 2025-26, therefore foreign exchange InFlow and Out-Flow was Nil during the year.

35. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not covered by of the provisions of section 135 of the Companies Act, 2013 and the rules made there under, therefore, it is not mandatorily required to undertake the Corporate Social Responsibility (CSR) activities for the financial year 2025-26.

36. HUMAN RESOURCES

Your Company does not have large human resources as the primary business is investing activity. However, your Company continuously invests in attraction, retention and development of talent on an ongoing basis.

37. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors based on the representations received from the operating management and after due inquiry confirms that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation n relating to material departures;

(b) the directors had 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 and loss of the company for that period;

(c) the directors had 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) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were 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.

38. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

There is no such incident took place during the financial year.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There was no such application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

40. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the annual listing fees for the Year 2025-26 to BSE where the Companys shares are listed.

41. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has duly followed the applicable Secretarial standards, SS-1 & SS-2 relating to Meeting of the Board of Directors and General Meeting respectively.

42. ACKNOWLEDGEMENTS

Your directors acknowledge the recognition given and trust reposed in your Company by the shareholders, clients, bankers, suppliers and associates and records their appreciation for the support lent by them.

Place: Delhi	For and on behalf of the Board of Directors
Date: 04.09.2026	Apoorva Leasing Finance and Investment Company Limited

Sd/-	Sd/-
Atul Singh Tyagi	Anupama Singh Tyagi
Managing Director	Director
DIN-01335008	DIN- 01064611