Bhagyashree Leasing & Finance Ltd Directors Report

I#mSc?Rs^{KEY MANA(:KR,AL} pp ^ANI> COMMOTED OF; the board

A) Composition of the Board of Directors:

As on 31* March, 2025, the Board comprised of Four (4) Directors, consisting of 2 Executive Directors, I Non-Executive Director and 1 Independent Director. Details as mentioned below:

Further, in compliance with the provisions of Section 149(1) of the Companies Act 2013, read with Rule 3 of the Companies (Appointment and Qualifications of Directors) Rules. 2014, Mrs. Ranjana Inderkuinar Jain (DIN: 00035305) has been designated as the Woman Director of the Company.

B) Appointment of Independent Director

The Members are informed that Mr. Mangcsh Nandkumar Gulunjkar (DIN: 01962182) was appointed as an Independent Director of the Company for a term of five years, commencing from 16th June 2017 and ending on 15th June 2022. His tenure, therefore, expired during the financial year 2022-23. In accordance with Section 149(10) of the Companies Act, 2013, Subject to the provisions of section 152, an independent director shall hold office for a term up to five consecutive years on the Board of a company, but shall be eligible for reappointment on passing of a special resolution by the Company.

Accordingly, the Board of Directors, at its meeting held on 8¹ September 2025, approved the reappointment of Mr. Mangesh Nandkumar Gulunjkar as an Independent Director of the Company for a second term of five years, whose term is deemed to be effective from 16^th June 2022 to 15^th June 2027, subject to the approval of the Members.

C) Retirement of Director by rotation:

Pursuant to the provisions of Section 152 of the Act. Mr. Rajas Vimalchand Jain (DIN: 00037599) eligible to retire by rotation, at the ensuing 31*¹ ACiM and being eligible, offer himself for reappointment.

D) Key Managerial Personnel

Key Managerial Personnel of the Company as on 31“ March, 2025:

Mr. Rajas Vimalchand Jain - Chief Executive Officer (CEO)

Mr. Ameya Inderkumar Jain -Chief Financial Officer (CFO)

E) Committees

Pursuant to the compulsory delisting order passed by the Delisting Committee of the Bombay Stock Exchange dated 16^th June 2023. the Company has been classified as an Unlisted Public Company with effect from 20¹¹ June 2023.

Further, in the absence of applicability of the relevant provisions of the Companies Act, 2013, the constitution of the Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, and Stakeholders Relationship Committee is not mandatory, and accordingly, such committees have not been constituted by the Company.

11. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR

The total number of employees as on 31“ March 2025 is as mentioned below:

A. Total number of female employees: -Nil

B. Total number of male employees: - Nil

C. Total number of transgender employees:- Nil

12. MEETINGS OF. THE BOARD OF DIRECTORS;

The Board meets at regular intervals to discuss and decide on business strategics/policies and review the financial performance of the Company.

During the financial year 4 (Four) Board Meetings were convened and held, flic intervening gap between the Meetings was within the period prescribed under the Companies Act 2013.

Details of the Board Meetings held during the Year:

Attendance at the Board Meeting held on

^-DECLARATION BY INDEPENDENT DIRECTORS

The Independent Director has submitted a declaration of independence, as required under Section 149(7) of the Companies Act, 2013, confirming that he meets the criteria of independence specified under Section 149(6) of die Act.

The Board, after undertaking a due assessment of the veracity of the declaration, has taken on record the confirmation submitted by the Independent Director regarding compliance with the prescribed criteria of independence.

14. DIRECTORS RESPONSIBILITY STATEMENT .?

In accordance with the provisions of Section 134(3) (c) & (5) of the Companies Act, 2013. your Directors state as under-

a) In the preparation of the annual accounts, the applicable accounting standards had been followed, and there were no material departures in the annual accounts;

h) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that arc reasonable and prudent so as to give a true and fair view of the state of affairs of the Company, as at the end of the financial year and 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 the 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;

c) The company being a non-listed entity, statement pertaining to inter financial control under this control under this clause not required to be given;

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

M/s SPAK & Co., Chartered Accountants (FRN:139877\V) were appointed as the Statutory Auditors of the Company at the 27^,h Annual General Meeting (the “AGM") held on 30^,h September, 2021 for a period of 5 years, commencing from the conclusion of 27^th AGM until the conclusion of the 32^Qd AGM to be held during the calendar year 2026.

16. EXPLANATION TO AUDITORS REMARKS:

Auditor Remark: As per the calculation suggested by guidance note on schedule III by ICAI. the company has incurred the cash losses during the year.

Management Reply- Management has taken various measures to improve operational efficiency, control costs. The Company expects these initiatives to yield positive results in the coming periods, thereby improving its cash flow position.

17. REPORTING Or I RAI DS BY THE AUDITORS

The Auditors have not reported any instances of fraud during the year under review, which are required to be reported by the Statutory Auditors to the Board under Section 143(12) of Act and Rules framed thereunder.

The activities of the Company are not included in the List given in the Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, as such the maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and appointment of cost auditor is not applicable to the Company.

19. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Company lias complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings (SS-1 and SS-2).

20. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company lias an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The internal control system is in place with respect to its financial statement which provides reasonable assurance regarding reliability of financial reporting and the preparation of financial statements. Procedures and controls reviewed periodically by the Management of the Company.

The Board is responsible for establishing and maintaining adequate internal financial control with reference to the financial statements of the Company as per section 134 of the Companies Act. 2013 read with Rule 8(5)( viii) of the Companies (Accounts) Rules, 2014.

The Board has laid down process designed by the companys principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that

1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Internal Financial Controls have also been evaluated by the Statutory Auditors M/s. SPAR & Co., Chartered Accountants (FRN: 139877W) and forms part of this Annual Report.

Your Company has put in place a mechanism to inform the Board about the risk assessment and minimization procedures and undertakes periodical review of the same to ensure that the risks arc identified and controlled by means of a properly defined framework. In addition to this, constant

monitoring of processes, analyzing of various parameters, credit risk management is also used to improve the risk management.

22. ^0AILS^ OF ^I^JNCANf AND M A rau AL ORDERS PASSED BY THE

The members arc informed that the Delisting Committee of the Bombay Stock Exchange (the "Delisting Committee”), vide its order dated 16th June 2023, mandatorily delisted the equity shares of the Company with effect from 20th June 2023. Aggrieved by the order, the Company filed an appeal with the Securities Appellate Tribunal (SAT). However, the SAT, vide its order dnted I Ith August 2023, upheld the order of the Delisting Committee.

Subsequently, the Company filed a petition before the Honble Supreme Court of India challenging the SATs order. The matter is currently pending. Apart from the above, there are no other significant or material orders passed by regulators or courts during the year. The going concern status of the Company remains unaffected.

23. PARTICULARS OK CONTRACTS OR ARRANGEMENTS WITH RELAT ED PARTIES

During the reporting period, the Company has not entered into any related party transactions as specified under Section 188(1) of the Companies Act, 2013. Accordingly, the disclosure of particulars in Form AOC-2 is not applicable.

However, details of related party transactions, as required under applicable accounting standards, have been disclosed in Note No. 18 under the heading "Related Party Disclosures" to the Financial Statements.

24. PARTICULARS OF LOANS, GUARANTEES OK INVESTMENTS UNDER SEC 1 ION_: 186

Your Company, being a Non-Banking Financial Company (NBFC). is exempt from the provisions of Section 186 of the Companies Act, 2013 with respect to the granting of loans. Further, during the reporting period, the Company has not given any guarantees, provided any securities, or made any investments that would attract the provisions of Section 186 of the Aet.

25. CORPORATE SOCIAL RESPONSIBILITY (C.SR)

Ihe provisions contained in Sec 135 and Schedule VII the Companies Act 2013 and the Rules made there under relating to Corporate Social Responsibility (CSR) arc currently not applicable to the Company.

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

Conservation of Energy and Technology Absorption:

Considering the nature of the business there is nothing to be reported under the head conservation of energy and technology. Nevertheless, the Company is taking due care to control unnecessary usage of electricity.

Foreign Exchange Earnings and Outgo:

The Company has neither earned nor spent any foreign exchange during the financial year.

27. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES^

The Company does not have any subsidiary/joint venturc/associate company as at the end of the financial year. Hence, the details pursuant to the provision of Section 129(3) need not to be given.

28. INTERNAL COMPLAINTS COMMITTEE. UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRKSSAI.) ACT. 2013

The Company is committed to providing a safe, secure, and respectful work environment for all its employees. In accordance with the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013, the Company has in place a robust Prevention of Sexual Harassment Policy. This policy aims to prevent, prohibit, and redress any incidents of sexual harassment at the workplace and ensure compliance with applicable laws.

The following is the summary of sexual harassment complaints received and disposed of by the board during the current financial year.

- Number of complaints of sexual harassment received during the year: Nil

- Number of complaints resolved during the year. Nil

- Number of cases pending for more than ninety days: Nil

29. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

Your Company has neither made any application nor is any proceeding pending under the Insolvency and Bankruptcy Code. 2016 during the year.

30.STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

During the year under the review, the Company has complied with the provisions of the Maternity Benefit Act, 1961, along with all amendments thereto, to the extent applicable as on the date of this report.

Your Company has not obtained any one time settlement of loan from the Banks or Financial Institutions.

Pursuant to the provisions of Section 177(9) and 177(10) of the Companies Act. 2013, the requirement to establish a Vigil Mechanism is applicable to listed companies or certain companies accepting public deposits or having significant borrowings. As the Company is currently an unlisted public NBFC, which has not accepted any public deposits and docs not have significant borrowings, the provisions relating to the Vigil Mechanism are not applicable.

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Lenders, Consultants, Government authorities, vendors during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed sendees by the Companys executives, staff and workers.