Banas Finance Ltd Directors Report

To

The Members of, Banas Finance Limited

E-109, Crystal Plaza, New Link Road Mumbai, Maharashtra- 400053

Your directors have pleasure in presenting the 43^rd Annual Report along with the Audited Accounts for the Financial year ended March 31, 2026.

FINANCIAL RESULTS:

Summary of the Companys consolidated financial performance for F.Y. 2025-2026 as compared to the previous financial year is given below:

(Figures in Lakhs)

Particulars	F.Y. 2025-26	F.Y. 2024-25	F.Y. 2025-26	F.Y. 2024-25
	Standalone		Consolidated
Income from Share Trading	3,512.37	3,523.00	3,512.37	3,523.00
Income from Finance Activities (Operations)	2210.79	799.73	2210.79	799.73
Total Operational Revenue	5,723.16	4,322.73	5,723.16	4,322.73
Other Incomes	226.51	25.54	226.51	25.54
Total Revenue	5,949.67	4,348.27	5,949.67	4,348.27
Profit before Dep. & Int	1,260.86	(1,754.45)	1,260.86	(1,754.45)
Depreciation	1.20	0.74	1.20	0.74
Interest	19.81	3.89	19.81	3.89
Profit after Depreciation & Interest	1,239.85	(1,759.08)	1,239.85	(1,759.08)
Current Tax	40.80	0.46	40.80	0.46
Deferred tax	526.83	(1,180.08)	526.83	(1,180.08)
T ax of earlier years	9.69	18.90	9.69	18.90
Profit/ Loss after Tax	662.53	(598.37)	662.53	(598.37)
Share of profit (loss) of associate company	-	-	469.99	627.13
Other comprehensive Income	(4089.93)	(1985.73)	(4,089.93)	(1,985.73)
Share of Other Comprehensive income of associate Company	-	-	(279.81)	560.08
Total Comprehensive income for the year	(3,427.40)	(2,584.09)	(3,237.22)	(1396.88)

HIGHLIGHTS:

The Company is Non-Banking Financial Corporation mainly engaged into business of Finance activities and shares trading, from which company has generated its revenue. During the year under review Companys Standalone total revenue has Increase to Rs. 5,949.67/- lakhs as compare to revenue of previous financial year i.e. Rs. 4,348.273/- lakhs. The Company has registered a net profit after tax of Rs. 662.53/- lakhs as compared to net loss after tax of Rs (598.37) lakhs in previous year.

During the year under review, consolidated total revenue has Increase to Rs. 5,949.67/- lakhs as compare to revenue of previous financial year i.e. Rs. 4,348.273/- lakhs., the company has net profit after tax of Rs 662.53/- lakhs as compared to profit of Rs (598.37) lakhs in previous year.

The management of the Company is very optimistic regarding performance of the Company in future and taking every step and making every effort to turn the Company in to profitable organization.

DIVIDEND:

During the financial year under review, directors do not recommend any dividend on Equity Shares for the year under review.

CHANGES IN SHARE CAPITAL:

The Company has not issued shares with differential voting rights in the F.Y. 2025-26. It has neither issued employee stock options nor sweat equity shares as on March 31, 2026.

During the year under review, there is increase in the authorized share capital of the Company from the existing Rs. 1,03,30,00,000/- (One Hundred Three Crore Thirty Lakhs only) divided into 10,33,00,000 (Ten crore Thirty -Three Lakhs) to Rs. 2,03,30,00,000/- (Two Hundred Three Crore Thirty Lakhs Only) divided into 20,33,00,000 (Twenty Crore Thirty-Three Lakh) Equity Shares of Rs. 10/- only.

During the financial year under review there is no change in Paid-up capital of the Company.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 (1) and 74 of the Companies Act, 2013 read together with the companies (Acceptance of Deposits) Rules, 2014.

AMOUNTS TO BE TRANSFERRED TO RESERVES

Under review, the Company has not transferred any amount Statutory Reserves as per provision of Section 45 (i)(c) of the Reserve Bank of India Act, 1934.

CHANGE IN DIRECTORS AND KMP:

During the Financial year ended 2025-26, there has been change in Director and the KMP of the Company.

During the year under review, Board of Director on recommendation of Nomination and Remuneration Committee appointed Mr. Mayank Borana as Non-Executive Independent Director w.e.f. 29.08.2025.

During the year under review, Mr. Amit Mehta resigned as Chief Financial Officer (CFO) w.e.f. 31^st March, 2026.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, and based on the information provided by management, your Directors state that:

a) In the preparation of the annual accounts for the financial year ended 31 ^st March, 2026 the applicable accounting standards have been followed.

b) Directors have selected such accounting policies 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 corporation as at the end of March 31, 2026 and of the profit of the Company for the year ended on that date.

c) Directors 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) Directors have prepared the annual accounts on a going concern basis.

e) Director has laid down internal financial controls commensurate with the size of the Company and that such financial controls were adequate and were operating effectively.

f) Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DECLARATION OF INDEPENDENCE BY DIRECTORS:

The Non-executive Independent Directors of the Company as on 31.03.2026, viz. Mr. Vikash Kulhariya, Mr. Ashish Kachhara and Mr. Mayank Borana have affirmed that they continue to meet all the requirements specified under Regulation 16(1)(b) of the listing regulations in respect of their position as an "Independent Director" of Banas Finance Limited.

POLICIES ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Company adheres to the requirements prescribed in the Companies Act, 2013, rules and amendments made there under and SEBI regulations for the Appointment and Remuneration of the Directors of the Company.

The policies of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act is available on the website of the company.

FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD AND THAT OF ITS COMMITTEES ANDINDIVIDUAL DIRECTORS:

Pursuant to the provisions of section 134(3)(p) The Companies Act, 2013, evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects, execution of specific duties, obligations and governance.

During the year, a Separate Meeting of Independent Directors was held on 28th March, 2026 for the financial year 20252026, the Board has expressed their satisfaction on the quality, quantity and timeliness of flow of information between the Companys Management and the Board.

With a view to leveraging technology and moving towards paperless systems for the preservation of the environment, the Company has adopted electronic form for transmitting Board/Committee meetings papers.

INTERNAL AUDITOR

Company has appointed Mr. Ronak Ashok Surani as an Internal Auditor F.Y 2024-2025 and 2025-2026. He has conducted the Internal Audit as per the provisions of Section 138 of the Companies act and other applicable provisions and acts, and issued his report to the management of the Company.

STATUTORY AUDITORS:

M/s. A K Kocchar & Associates, Chartered Accountants having Firm Registration No. 120410W, for a period of 5 years from the completion of 40th Annual General Meeting till the completion of 45 th Annual General Meeting of the Company.

AUDITORS REPORT:

M/s. A K Kocchar & Associates, Chartered Accountants FRN 120410W, Statutory Auditors of the Company conducted the statutory audit as per the provisions and requirements of Statutory Audit under Companies Act 2013, Accounting Standards and other applicable laws and acts, and submitted their audit report on (Standalone & Consolidated) Financial Statements as on 31.03.2026.

Observations made in the Auditors CARO Report in regards of contingent liabilities as on 31st March, 2026 mentioned in the clause VIIc of the CARO Report, and Company already disclosed the same in Note No 34 of the financials as on 31st March, 2026. Further, the Management of the Company would like to inform that the Company have already received order from CIT(A) dated 30th June, 2026 in favour of the Company so as on date of this Annual Report there are no contingent liabilities of the Company.

SECRETARIAL AUDITORS:

Pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Jay Bhatt & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit. The Secretarial Audit Report as received from M/s. Jay Bhatt & Associates is appended to this Report as Annexure I.

COST AUDIT:

The provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and Rule 14 of the Companies (Audit and Auditor) Rules, 2014 are not applicable for the business activities carried out by the Company.

NUMBER OF MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss Company related matters. The intervening gap between the two consecutive meetings did not exceed 120 days as prescribed under the Companies Act, 2013.

The details of the number of meetings of the Board held during the Financial Year 2025-26 forms part of the Corporate Governance Report.

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

ADDITIONAL INFORMATION REQUIRED UNDER THE NON-BANKING FINANCIAL COMPANIES (RESERVE BANK) DIRECTIVES, 1998:

The Company is registered with the RBI as a Non-Deposit taking non-systemically. The Company has complied with and continues to comply with all applicable laws, rules, circulars and regulations, including the Master Direction - ("RBI Directions"), as amended from time to time, and it does not carry on any activity other than those permitted by the RBI for Non-Deposit taking non-systemically.

The relevant provisions, for disclosure in the Directors Report, of Non-Banking Financial Companies (Reserve Bank) Directions, 1998 issued by the Reserve Bank of India are not applicable, as the Company is not holding any public deposits.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No significant or material order passed by the regulators or court or tribunals in the name of Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company occurred during Financial Year 2025-2026, till the date of this report. Further there was no change in the nature of business of the Company.

There are no details in respect of frauds reported by auditors under section 143 of the Companies Act, 2013.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

During the year, no company has become or ceased to be a subsidiary, joint venture of the Company.

During the year under review, the company holds 48.84% of Equity Shares of Tilak Ventures Limited and thereby, Tilak Ventures Limited is an Associate Company of the Banas Finance Limited.

A separate statement containing the salient features of financial statements of Associate Company of your Company forms part of Annual Report in the prescribed Form AOC-1 as Annexure II in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

The Financial Statements of the Associate company and related information are available for inspection by the Members at the Registered Office of the Company during the business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Further in line with the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and in accordance with IND AS - 110, Consolidated Financial Statement prepared by the Company includes financial information of its Associate Company.

ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL AGAINST ASSOCIATE COMPANY AND PROMOTERS OF THE COMPANY:

1. During the Financial year 2022-2023, SEBI vide Adjudication Order bearing reference number Order/MC/HP/2021- 2022/12813-12829 has issued an adjudication order against the Associate Company i.e. Tilak Ventures Limited, and the existing directors of the Company, namely being Girraj Kishor Agrawal, being Managing Director of Tilak Ventures Limited, and Tanu Agrawal, being Non-Executive - Non-Independent Director has levied a penalty of R70,00,000.00/- (Rupees Seventy Lakhs Only) for violation of Regulations 3(a), (b), (c), (d) and 4 (1) of Insider Trading Regulations.

The Company has paid-off the levied penalty under protest and the Company has filed an appeal in the Honble Supreme Court of India, against the said SAT order and which has been admitted by the Honble Supreme Court.

2. During the Financial year 2023-2024, penalty of R28,00,000.00/- (Rupees Twenty Eight Lakhs Only) has been imposed under Section 15HA, 15b of the SEBI Act and 23A(b) of the SCRA Act on our Associate Company i.e Tilak Ventures Limited and Its Directors, Girraj Kishor Agrawal and Tanu Agrawal of Rs.14,00,000, Rs.7,00,000 and Rs.7,00,000/-respectively and were restrained from accessing the securities market and further prohibited from buying, selling or dealing in securities, either directly or indirectly, in any manner whatsoever, for a period of six months from the date of order. via SEBIs order bearing reference number SEBI/HO/IVD/ID13/OW/P/2022/301321/1 dated July, 27 2023, for the violation of the provisions of Regulations 3(a),(b),(c),(d), and 4 of the SEBI (PFUTP) Regulations. Section 12A(a), (b), (c) of SEBI Act, 1992 Regulations 73 of SEBI (ICDR) Regulations, 2009 r/w 301(1) of SEBI (ICDR) Regulations, 2018, clause 43 of the erstwhile listing agreement read with Section 21 of SCRA and Regulation 32 and Regulation 103 of SEBI (LODR) Regulations, 2015.

The Company has paid-off the levied penalty under protest, and filed an appeal in the Securities Appellant Tribunal (SAT), against the said SEBI order and which has been admitted by the SAT (Appeal No. 687 of 2023) and by its Order dated 28.08.2023 has granted an interim stay on the SEBI order.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

In compliance with Regulation 34 and Schedule V of SEBI Listing Regulations 2015, report on the Corporate Governance, along with a certificate from the Statutory Auditors of the Company on compliance with the provisions is annexed and forms part of the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and Listing Regulations 2015, all Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on yearly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arms Length.

All Related Party Transactions entered during the year 2025-26 were in Ordinary Course of the Business and on Arms Length basis; and there were no material contracts and arrangements.

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 are appended as Annexure III.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as Annexure IV.

POSTAL BALLOT:

During Financial year 2025-26, no postal ballot was conducted by the Company.

RISK MANAGEMENT AND INTERNAL CONTROLS:

The Board has reviewed the Risk assessment and Minimization procedure as per Regulation 17 (9) of the SEBI (LODR) Requirements, 2015; there are no material risk which in the opinion of the management affects the continuity and existence of the business. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

The Company has in placed the internal control framework in commensurate with the size of the Company. However Company is trying to strengthen the same. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanism, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of investments covered under the provisions of Section 186 of the Companies Act, 2013 will be produced for verification to the members on their specific request.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3) (m) of the Act read with Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption, and research and development are not applicable to the Company.

MEMBER OF CREDIT RATING AGENCY:

During the year under review your company has maintained the membership with all four Credit Information Company (CIC) registered with RBI i.e. CIBIL Limited, CRIF High Mark Credit Information Services Pvt. Ltd., Equifax Credit Information Services Pvt. Ltd. and Experian Credit Information Company of India Pvt. Ltd.

LISTING OF SHARES:

Equity shares of your Company are listed on BSE Ltd. and the Company has paid the necessary Listing fees for the year 2025-26.

FOREIGN EXCHANGE:

There are no inflow and outflow of Foreign Exchange.

CHANGE IN NATURE OF BUSINESS:

There was no change in nature of business during the year under review.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The Whistle Blower Policy is hosted on companys website

During the financial year 2025-26, no cases under this mechanism were reported in the Company.

POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee (ICC) has been set up in compliance with the said Act.

The said policy is hosted on the website of the Company

During the financial year 2025-26, no cases in the nature of sexual harassment were reported at any workplace of the company.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

CORPORATE SOCIAL RESPONSIBILITY

The Company has adopted and framed CSR Committee as required under Section 135 of the Companies Act, 2013. The Committee consists of three Directors of which one Director is Non - Independent and two Directors are Independent Non-Executive Directors as follows;

Shri Vikash Kulhriya	- Chairman
Shri Girraj Kishor Agrawal	- Member
Shri. Anant Chourasia	- Member

The Committee roles / powers are-

1. To formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the Company asper the Companies Act, 2013;

2. To review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the Company.

3. To monitor the Corporate Social Responsibility policy of the Company from time to time.

The CSR committee has adopted the policy for the activities to be undertaken under the Corporate Social Responsibility as per Schedule VIII of the Companies Act, 2013.

The Policy as adopted is available on the website of the Company www.banasfinance.wordpress.com.

CSR ACTIVITIES

During the year under review, the Company has not Spend any amount as CSR due to non-applicability of CSR regulation and therefore the Company is not liable to not spend any amount as CSR and profit after tax of the company.

CEO AND CFO CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation, 2015 have been appended to this report in this annual report.

ACKNOWLEDGEMENT:

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers and employees of Companies for extending support during the year.

FOR & ON BEHALF OF THE BOARD
Sd/-	Sd/-
Tanu Agrawal	Girraj Kishor Agrawal
Executive Director & CEO	Executive Director
DIN: 00290966	DIN:00290959
Place: Mumbai
Date: 01st September, 2026