Banas Finance Ltd Directors Report

To

The Members of, Banas Finance Limited

Your Directors have pleasure in presenting the 42^nd Annual Report along with the Audited Accounts for the financial year endedMarch 31, 2025.

FINANCIAL RESULTS:

Summary of the Companys consolidated financial performance for F.Y. 2024-2025 as compared to the previous financial year is given below:

(Figures in Lakhs)

Particulars	F.Y. 2024 25	F.Y. 2023 2024	F.Y. 2024 25	F.Y. 2023 24
	Standalone		Consolidated
Income from Share Trading	3,523.00	3493.71	3,523.00	3493.71
Income from Finance Activities (Operations)	322.90	849.04	763.58	849.04
Total Operational Revenue	4,286.58	4342.75	4,286.58	4342.75
Other Incomes	61.70	3021.65	61.70	3021.65
Total Revenue	4,348.27	7364.40	4,348.27	7364.40
Profit before Dep. & Int.	3,994.79	3372.02	3,994.79	3372.02
Depreciation	0.74	0.03	0.74	0.03
Interest	3.89	8.73	3.89	8.73
Profit after Depreciation & Interest	(3,744. 81)	3363.26	(3,744. 81)	3363.26
Current Tax	0.46	63.83	0.46	63.83
Deferred tax	(1,180.08)	3074.56	(1,180.08)	3074.56
Tax of earlier years	18.90	0	18.90	0
Profit/ Loss after Tax	(2,584.09)	224.86	(2,584.09)	224.86
Share of profit (loss) of associate company	-	--	627.13	214.59
Share of other comprehensive Income	-	--	560.08	(37.35)
Total Comprehensive income for the year	(2,584.09)	224.86	(1396.88)	402.10

HIGHLIGHTS:

The Company is Non-Banking Financial Corporation mainly engaged into business of Finance and trading, from which company has generated its revenue. During the year under review Companys Standalone total revenue has decrease to Rs. 4,348.27/- lakhs as compared to revenue of previous financial year i.e. Rs. 7364.40/- lakhs. The Company has registered a net profit of Rs. (2,584.09)/- lakhs as compared to profit of Rs 224.86 lakhs in previous year.

During the year under review, consolidated total revenue has decreased to Rs. 4,348.27/- from Rs. 7364.40/- lakhs as compared to previous financial year, the company has net profit of Rs. Rs. (2,584.094)/- lakhs as compared to 224.86 lakhs.

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:

Due to losses incurred 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. 2024-2025. It has neither issued employee stock options nor sweat equity shares as on March 31, 2025. During the year under review, the Company has proposed the Right issue of 4,80,46,232 (Four Crores Eighty Lakhs Forty-Six Thousand Two Hundred and Thirty-Two) Fully paid-up Equity Shares of Face Value of Rs. 10.00/- (Rupees Ten Only) each through Letter of Offer dated May 06, 2024.

The Board in their meeting dated 05^th June 2024 allotted 4,15,31,441 (Four Crores Fifteen Lakhs Thirty-One Thousand Four Hundred and Forty-One) Fully paid-up Equity Shares of face value of Re.10.00/- (Rupees Ten Only) per Equity Share at price of Rs.10.00/- (Rupees Ten Only) per Right Share) to the eligible shareholders.

Subsequently to the said allotment, the issued, subscribed, and paid-up equity share capital of the Company stands increased from Rs.48,04,62,320.00/- (Rupees Forty-Eight Crores Four Lakhs Sixty-Two Thousand Three Hundred and Twenty Only) divided into 4,80,46,232 (Four Crores Eighty Lakhs Forty-Six Thousand Two Hundred Thirty-Two only) Equity Shares to Rs. 89,57,76,730.00/- (Rupees Eighty-Nine Crores Fifty-Seven Lakhs Seventy-Six Thousand Seven Hundred and Thirty Only) divided into 8,95,77,673 (Eight Crores Ninety Five Lakhs Seventy Seven Thousand Six Hundred Seventy-Three) Equity Shares of face value of Rs. 10.00/- (Rupees Ten Only).

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 2024-2025 under review, there are following changes in the Director and KMP of the Company. During the year under review, Mrs. Babita Amit Mehta resigned w.e.f. 10^th May, 2024 and Board of Director on recommendation of Nomination and Remuneration Committee appointed Mr. Amit Mehta as CFO of the Company w.e.f. 14^th May, 2024. Further after conclusion of F.Y. 2024-25 and before this 42^nd Annual General Meeting, the board of directors appointed Mr. Mayank Brana as Additional Non-Executive Independent Director of the Company w.e.f. 29^th August, 2025 and proposal for his regularization also been proposed to the shareholders for their approval w.e.f. 29^th September, 2025. Mr. Chirag Goyal Non-Executive Independent Director of the Company has resigned w.e.f. 28^th March, 2025

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 providedby management, your Directors state that:

a) In the preparation of the annual accounts for the financial year ended 31^st March, 2025 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, 2025 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 have 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 31.03.2025, viz. Mr. Vikash Kulariya, Mr. Ashish Kachhara and Mr. Anant Chourasia 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 SEBIregulations 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 on the following linkhttps:/banasfinance.files.wordpress.com/2017/06/policy-on-selection-remuneration-of- director2.pdf

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 28^th March 2025 for the financial year 2024-2025. 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 in their Board Meeting held on 01^st August 2024. He has conducted the Internal Audit as per the provisions of Section 138 of the Companies Act and other applicable provisions and acts and has issued his report to the management of the Company.

STATUTORY AUDITORS:

The Board, in their Meeting held on 06^th September 2023 proposed to appoint M/s. A K Kocchar & Associates, Chartered Accountants having Firm Registration No. 120410W, for a period of 5 years from the completion of 40^th Annual General Meeting till the completion of 45^th Annual General Meeting of the Company.

The shareholders in their meeting held on 30^th September 2023 confirm the appointment of 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 45th 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 there audit report on (Standalone & Consolidated) Financial Statements as on 31.03.2025. Observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments under Section 134(1) of the Companies Act, 2013.

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. HRU & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit for the financial year 2024-2025. The Secretarial Audit Report as received from M/s. HRU & Associates is appended to this Report as Annexure I.

NUMBER OF MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss. 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 2024-2025 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.

RIGHT ISSUE OF SHARES

During the year under review, the Company has issued the Right Shares of 4,80,46,232 (Four Crores Eighty Lakhs Forty-Six Thousand Two Hundred And Thirty-Two) Fully paid-up Equity Shares Of Face Value Of Rs. 10.00/- (Rupees Ten Only) Each.

The Company received the In-principal Approval from BSE Ltd, on 16^th April, 2024. Later the Board of Director in their Meeting held on 05^th June, 2024 allotted 4,15,31,441 (Four Crores Fifteen Lakhs Thirty-One Thousand Four Hundred and Forty-One) Fully Paid-Up Rights Shares Of Face Value Of 10.00/- (Rupees Ten Only) (‘Equity Shares) Each At A Price Of Rs. 10.00/- (Rupees Ten Only) Per Right Share.

ADDITIONAL INFORMATION REQUIRED UNDER THE NON-BANKING FINANCIAL COMPANIES (RESERVEBANK) 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 2024-2025, 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 becomes an Associate Company of the Company (BANAS).

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 (ListingObligations and Disclosures Requirements) Regulations, 2015 and in accordance with IND AS 110, Consolidated Financial Statementprepared by the Company includes financial information of its Associate Company.

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 acertificate 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 beforethe 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 2024-2025 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 2024-2025, 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 detailsof the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis reportthat 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) ofthe Act read with Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption, and research anddevelopment 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 ( Bombay Stock Exchange) only and the Company has paid the necessary Listing fees for the year 2024-2025.

FOREIGN EXCHANGE:

There is 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 at https://banasfinance.files.wordpress.com/2018/04/whistle-blower-policy_banas-finance1.pdf.

During the financial year 2024-2025, 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 at https://banasfinance.files.wordpress.com/2015/07/sexual-harassment-policy_banas-finance.pdf During the financial year 2024-2025, 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 in its Board Meeting held on 03^rd September, 2021 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 Girraj Kishor Agrawal	- Chairman
*Shri Chirag Goyal	- Member
Shri Vikash Kulhriya	- Member

*Shri Chirag Goyal, member of the committee resigned from the Company w.e.f. 28^th March 2025.

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 as per 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 the Net profit reflect the profit as Notional profit and therefore the Company is not liable to not spend any amount as CSR and profit after tax of the company in preceding year 2023-2024 is 224.86lakhs, threshold limit is not yet met.

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 IIof the SEBI(LODR) Regulation, 2015 have been appended to this report in Annexure VI.

ACKNOWLEDGEMENT:

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

Form No. MR-3 SECRETARIAL AUDIT REPORT For The Financial Year Ended On 31^st March, 2025

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members, Banas Finance Limited,

E-109, Crystal Plaza, New Link Road,Andheri (West) Mumbai-400053

We have conducted the Secretarial Audit of the applicable compliance & statutory provisions and the adherence to good corporate practices by M/s. Banas Finance Ltd (CIN: L65910MH1983PLC030142) (hereinafter called the ‘Company) for the audit period covering the financial year from 01^st April, 2024 to 31^st March, 2025 (‘the audit period). Secretarial Audit was conducted in a manner that provided us a reasonable basisfor evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the companyand also the information provided by the company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in my opinion, the company has, during the audit period complied with the statutory provisions listed hereunder and also that the company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the M/s. Banas Finance Ltd for the financial year ended on 31^st March, 2025 according to the provisions of:

1. The Companies Act, 2013 (‘the Act) and the Rules made there under;

2. The Securities Contracts (Regulation) Act, 1956 and the Rules made there under;

3. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

4. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Overseas

DirectInvestment and External Commercial Borrowings;

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992, (‘SEBI Act) as amended from time to time: - as applicable

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

During the year under review, the Company has issued the Right shares of 4,80,46,232 (Four Crores Eighty Lakhs Forty-Six Thousand Two Hundred And Thirty-Two) Fully paid-up Equity Shares Of Face Value Of Rs. 10.00/- (Rupees Ten Only) Each. The Company received the In-principal Approval from BSE Ltd, on 16th April, 2024. Later the Board of Director in their Meeting held on 05th June, 2024 allotted 4,15,31,441 (Four Crores Fifteen Lakhs Thirty-One Thousand Four Hundred and Forty-One) Fully Paid-Up Rights Shares Of Face Value Of 10.00/- (Rupees Ten Only)

(‘Equity Shares) each at a Price of Rs. 10.00/- (Rupees Ten Only) Per Right Share.

e) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021: - Not applicable during the review period. f) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021: Not applicable during the review period. g) The Securities and Exchange Board of India (Registration to an Issue and Share Transfers Agents) Regulations, 1993: Not applicable during the review period. h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021: - Not applicable during the review period. i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 - Not applicable during the review period.

6. The Management has identified and confirmed the applicable Acts, Laws and Regulations specifically applicable to the Company as mentioned below: I. The Reserve Bank of India Act, 1934.

II. Circular, Directions and Notifications issued by Reserve Bank of India for Non- Banking Financial (Non-deposit Accepting or Holding) Companies which include any revisions, modifications made thereof. I have also examined compliance with the applicable clauses of the following:

Secretarial Standards with respect to Meeting of Board of Director(SS-1), and General Meeting (SS-2) issued by The Institute of Company Secretaries of India related to Board meetings, General Meeting and Dividend;

The Listing Regulations Issued by the SEBI i.e. SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

We report that during the year under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directorsand Independent. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. The following changes occurred during the period, and vacancy has been duly filled within the stipulated time as below:-

1. Mr. Chirag Goyal, Independent Director of the Company tendered his resignation w.e.f. from 28^th March 2025.

Adequate notice is given to all Directors to schedule the Board meetings in compliance with the provisions of Section 173(3) of the Companies Act, 2013, agenda and detailed notes on agenda were sent at least seven days in advance, however in some cases where the Board /Committee meeting held , with shorter notice, the management of the Company has informed to us, that Company has complied with compliances as applicable Meeting of Board /Committee for Shorter Notice as prescribed under the Companies Act, 2013 and Secretarial Standard of Board Meeting -SS-1 and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting .

Decisions at the meetings of the Board of Directors of the Company were carried through on the basis of majority. There were no dissenting views by any member of the Board of Directors during the period under review. We further report that there are adequate systems and processes in the Company, commensurate with the size and operations of theCompany to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that:

During the audit period, there were no instances of:

(i) Public/Preferential issue of Shares/debentures/ sweat equity, except the Right Issue details stated above. (ii) Redemption/buy-back of securities. (iii) Major decisions taken by the members in pursuance to Section 180 of the Companies Act, 2013. (iv) Merger / amalgamation / reconstruction, etc. (v) Foreign technical collaborations. Further, our report of even dated to be read along with the following clarifications:

This report is to be read with our letter of even date which is annexed as Annexure I and forms an integral part of this report.

Annexure A to the Secretarial Audit Report F.Y. 2024-2025

To,

The Members

M/s. Banas Finance Ltd.

E-109, Crystal Plaza, New Link Road,Andheri (West), Mumbai 400053,

Secretarial Audit Report of even date is to be read along with this letter.

Managements Responsibility

1.It is the Responsibility of Management of the Company to maintain Secretarial records, device proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.

Auditors Responsibility

2.Maintenance of secretarial and other records of applicable laws is the responsibility of the management of the Company. Our responsibility is to issue Secretarial Audit Report, based on the audit of the relevant records maintained and furnished to us by the Company, along with explanations where so required.

3.We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4.Where ever required, we have obtained the Management representation about compliance of laws, rules and regulations and happenings of events etc.

5.The compliance of provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.

Disclaimer

6.The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of efficacy or effectiveness with which the management has conducted the affairs of the Company.

FORM AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with Rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the Financial Statement of Subsidiaries/Associate Companies/ Joint Ventures

Name of Associates/ Joint Venture	Tilak Ventures Limited
1. Latest Audited Balance Sheet Date	31st March, 2025
2. Shares of Associates/Joint Ventures held by the company
onthe year end
No. of Equity Shares	217693061
Extent of Holding %	48.84
3. Description of how there is significant influence	Control of at least twenty per cent of total voting power.
4. Reason why the Associate/Joint Venture is not consolidated	Not applicable
5. Networth attributable to Shareholding as per latest audited	4565.69
Balance Sheet (Rs. In lakhs)
6. Profit/Loss for the year (Rs. In lakhs)	1187.21
(i) Considered in Consolidation (Rs. In lakhs)	627.13

1. Names of Associates or Joint Ventures which are yet to commence operations Not applicable.

2. Names of Associates or Joint Ventures which have been liquidated or sold during the year. Not Applicable

FORM AOC-2

RELATED PARTY TRANSACTIONS

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) Of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Act including certain arms length transactions under third proviso thereto:

1) Details of material contracts or arrangements or transactions not at arms length basis: None of the transactions with related parties fall in this category.

2) Detailsofmaterialcontractsorarrangementortransactionsatarmslengthbasis:

Name of Related Party	Nature of contract	Duration of	Salient terms of contract	Date(s) of	Amounts
and nature of	/arrangement	the contract /	/arrangement /transactions,	approval	paid as
transactions	/transactions	arrangement	including value, if any	bythe	advance
		/transactions		Board
Prajna Naik	Salary	-	5.85 lakhs	-	NIL
	Reimbursement of	-	1.77 lakhs	-	NIL
Girraj Kishor Agrawal
	Expenses
Tanu Girraj Kishor		-	175 lakhs	-	NIL
	Remuneration
Agarwal
Babita Amit Mehta	Remuneration	-	-	-	NIL
Saloni Agrawal	Remuneration	-	20 lakhs	-	NIL
Amit Mehta	Remuneration	-	5.33 lakhs
	Expenses	-	0.75 lakhs
	Reimbursement

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION Information as per Rule 5(1) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the Financial Year 2024-2025, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2024-2025 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr.	Name of Director/KMP	Remuneration	% increase in	Ratio of remuneration of
No		Received(Rs.	Remuneration in	eachDirector & KMP to
		In Lakhs)	the Financial year	median remuneration of
			2024-25	employees
	Mrs. Tanu Girraj Agrawal
1		175	0	86.81
	(Executive Director)
	*Mr. Chirag Goyal (Non
2		Nil	0	Nil
	ExecutiveIndependent Director)
	Mr. Vikash Kulhriya (Non Executive
3		Nil	0	Nil
	Independent Director)
	Mr. Ashish Kachhara(Non Executive
4		Nil	0	Nil
	Independent Director)
	Mr. Pratham Jethliya(Non Executive
5		Nil	0	Nil
	Independent Director)*
6	Ms. Prajna Naik (Company Secretary)	5.85	0	2.90
8	Mr. Amit Mehta (CFO)	5.33	0	2.64

All appointments are / were non-contractual.

- Remuneration as shown above comprises of Salary, Leave Salary, Bonus, Leave Travel Assistance, Medical Benefit, House Rent Allowance, Perquisites and Remuneration on Cash basis.

- There were 9 employees on the rolls of Company as on March 31, 2025.

- The median remuneration of employees of the company was Rs. 2.01 Lakhs.

- None of the Non-Executive Director has received any remuneration apart from sitting fees during the year.

To the Members of Banas Finance Ltd.

We have examined the compliance of conditions of corporate governance by Banas Finance Ltd("the Company") for the year ended 31^st March, 2025, as stipulated in applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Regulations).

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in applicable provisions of the Regulations.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.