Brijlaxmi Leasing & Finance Ltd Directors Report

To,

The Members,

Your Directors have pleasure in presenting their 35th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS

The financial performance of your Company:

PARTICULARS	For the year ended 31.03.2026	For the year ended 31.03.2025
	Amount (In Lacs)	Amount (In Lacs)
Revenue from operations	265.10	130.73
Other Income	18.47	503.67
Total Revenue	283.56	634.40
Total expenditure	197.55	420.42
Profit/Loss before Tax	86.02	213.98
Current Tax	19.80	55.64
Deferred Tax	0.04	0.05
Earlier Year Tax	0.00	0.00
Profit/ (Loss) for the year	66.17	158.29
Basic & diluted Earnings Per Share (in Rs.)	1.02	2.45

2. Review of Operation

The Company is mainly engaged into Finance activities during the year under review, total revenues from operation for the year is Rs. 265.10 Lakhs as compared to Rs. 130.73 lakhs last year.

There were no material events that had an impact on the affairs of your Company. There is no change in the nature of your Companys business during the year under review.

3. Dividend

The Directors do not recommend any dividend for the year ended 31st March, 2026.

4. Transfer to Reserves

Under section 45-IC (1) of Reserve Bank of India (RBI) Act, 1934, non-banking financial companies (NBFCs) are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Your Company has transferred a sum of 13.62 lakh to its reserve fund.

5. RBI GUIDELINES

Reserve Bank of India ("RBI") granted the Certificate of Registration to the Company in March 2003 vide Registration No. B- 01.00170 to commence the business of a Non-Banking Financial Institution without accepting deposits.

The Reserve Bank of India ("RBI") on November 28, 2025 issued Reserve Bank of India (Non-Banking Financial Companies - Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025 comprising 26 comprehensive Directions in place of Master Direction - Reserve Bank of India (Non Banking Financial Company - Scale Based Regulation) Directions, 2023.

Your Company has generally complied with the requirements prescribed under these Directions and has proactively aligned with the new framework, ensuring timely adoption of the mandated policies and processes, reflecting its commitment to governance, prudent risk management and sustainable growth. The Company continues to comply with all applicable RBI Directions, laws, regulations, guidelines, etc. as prescribed by RBI from time to time.

6. Material Changes and Commitments:

The Company has not made any material changes or commitments which affect the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of signing of this report.

7. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status And Companys operations in future.

There are no such orders except those which have been appropriately challenged before the judiciary and no impact on going concern status and Companys operation in future of such matters are expected or visualized at the current stage at which they are.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

Your Company has an internal Control System which commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function lies with the Audit Committee of Directors. The Audit Committee monitors and evaluates the efficacy and adequacy of internal control systems, accounting procedures and policies.

9. Details Of Holding/Subsidiary/Joint Ventures/Associate Companies :-

The Company has no subsidiary/joint venture/associate company and hence consolidation and applicable provision under the Companies Act, 2013 and Rules made there under are not applicable to the Company.

10. Directors and Key Managerial Personnel

Appointment / Reappointment / Cessation of Directors and Key Managerial Personnel.

During the period under review, the company has not made any Appointment/Reappointment/Cessation of any of the Directors. On 14th February 2026, Mrs. Anchal Patwari, Company Secretary is resigned from the position and On 14th February 2026, Mrs. Hiral Patel has been appointed as the Company Secretary and Compliance Officer of the Company.

11. Declarations from Independent Directors

All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149 (6) of the Companies Act, 2013 and Declaration under Regulation 16 (1) (b) and 25(8) & (9) of the SEBI (LODR) Regulations, 2015 and there has been no change in the circumstances, which may affect their status as Independent Directors during the year.

12. Board Evaluation

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board carried out an annual performance evaluation of the Board, its Committees, Individual Director and Chairperson. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

13. Number of meetings

During the year, Six (06) Board Meetings and Six (06) Audit Committee Meetings were convened and held. 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 and Listing Obligations and Disclosures Requirements, Regulation 2015. Further, the composition and terms of reference of Audit Committee and other Committees are given in the Corporate Governance Report.

14. Auditors

* Statutory Auditors

M/s. Maheshwari & Co., Chartered Accountants, (Firm Regn. No. 105834W) were appointed as the Statutory Auditors of the Company in place of retiring auditors M/s. DBS & Associates, Chartered Accountants, Mumbai (Firm Regn. No. 018627N) from the conclusion of 34thAnnual General Meeting (AGM) till the conclusion of 39thAnnual General Meeting i.e. for a period of five years. The Auditors Report to the Members for the year under review does not contain any qualification, reservation or adverse remark or disclaimer.

* Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Roy Jacob & Co., Practicing Company Secretaries, as the Secretarial Auditor of the Company for the period of 5 years from Financial Year 2025-26 till Financial Year 2029-30. The Report of the Secretarial Auditors is annexed herewith as Annexure. The Report does not contain any qualification, reservation or adverse remark or disclaimer.

* Internal Auditor

The Board of Directors of your Company has appointed Mr. Sunil Kumar Mundra as internal auditors of the Company pursuant to the provision of Section 138 of the Companies Act for the financial year 2025- 2026.

* Cost Accountant

Pursuant to provision of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditor) Rules, 2014, the requirement of Cost Audit is not applicable on the Company.

15. Corporate Governance

The Company has been following the principles and practices of good Corporate Governance and has ensured compliance of the requirements stipulated under the Listing Obligations and Disclosure Requirements, Regulations 2015. A detailed report on Corporate Governance in terms of provisions of the Listing Obligations and Disclosure Requirements, Regulations 2015 is attached herewith.

16. Details Of Establishment Of Vigil Mechanism & Whistle Blower Policy

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee The Whistle Blower Policy has been posted on the website of the Company.

17. Managerial Remuneration:

Details as required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are contained in Corporate Governance Report.

18. Particulars of Employees and Related Disclosures:

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of managerial personnel) Rules, 2014 as amended, has been furnished herein below.

The details of the remuneration of Directors and KMP will be provided as and when asked by the respective shareholder.

Note: Independent Directors are not paid any sitting fees and Remuneration hence not included.

i) The median remuneration of employees of the Company during the financial year was Rs. 2.89 lacs.

ii) Remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees. None of the Directors of the Company are in receipt of any commission from the Company.

19. Particulars of Contracts Or Arrangements made with Related Parties:

Your Board endeavors that all contracts/arrangements/transactions entered by the Company during the financial year with related parties are in the ordinary course of business and on an arms length basis only.

During the year under review the Company had not entered into transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Thus, disclosure in Form AOC-2 is not required. However, the disclosure of transactions with related party for the year, as per Accounting Standard-18 Related Party Disclosures is given in Note no. 20 to the Balance Sheet as on 31st March, 2026.

20. Listing Regulations Compliance

Your Companys Equity Shares are listed on BSE Ltd. and their listing fees for the Financial Years 2025-26 have been paid and the provisions of the Listing Obligation and Disclosures Requirement, Regulations, 2015 have been complied with.

21. Annual Return

The Annual Return of the Company as on 31st March, 2026, accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the Companys website www.brijlaxmi.com.

22. Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Report.

23. General

Your Directors state that no disclosure or reporting is required in respect of the following items since there were no transactions in these matters and/or they are not applicable to the Company during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under ESOS.

4. No significant or material orders were passed by the Regulators / Courts or Tribunals which would impact the going concern status of the Company and its future operations.

5. No fraud has been reported by the Auditors to the Audit Committee or the Board.

6. During the year under review there was no change in nature of business.

24.Secretarial Standards

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards i.e. on meetings of the Board of Directors (SS-1) and general meetings (SS-2) read with the MCA circulars issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

25. Share Capital

Authorised Share Capital

Authorized Share Capital of the company is increased from Rs.15,00,00,000/- (Rupees Fifteen Crores only) to 25,00,00,000 (Rupees Twenty Five Crores only) vide special resolution passed at an Annual General Meeting of the company held on Tuesday, 30th September, 2025.

"The Authorised Share Capital of the company is Rs.25,00,00,000 (Rupees Twenty Five Crores only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) equity shares of Rs.10/- (Rupees Ten only) each."

Paid up Share Capital

There was no change in Paid up share capital of the company during F.Y. 2025-26.

The Paid up capital of the company is Rs. 6,46,35,000. The Company issued Rs. Nil Equity Shares either with or without differential rights during the F.Y. 2025-26 and hence, the disclosure requirements under section 43 and Rule 4 (4) of the Companies (Share Capital and Debentures) Rules, 2014, are not applicable.

26. Reporting under the sexual harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013

In compliance of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.

The Company is committed to providing a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual are covered under the above policy. During the year under review, following were the details of the Complaints-

a) number of complaints of sexual harassment received in the year;	Nil
(b) number of complaints disposed off during the year;	Nil
(c) number of cases pending for more than ninety days	NA

27. Directors Responsibility Statement

Your Directors state that:

I. in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2026, the applicable accounting standards have been followed;

II. 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 as at 31st March, 2026 and of the profit or loss of the Company for the year ended on that date;

III. 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;

IV. the Directors have prepared the annual accounts on a going concern basis;

V. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

28. Conservation of Energy, Technology Absorption And Foreign Exchange Earnings and Outgo:-

The Company does not belong to the category of power intensive industries and hence consumption of power is not significant. However, the management is aware of the importance of conservation of energy and also reviews from time to time the measures taken/ to be taken for reduction of consumption of energy.

A. CONSERVATION OF ENERGY

(i) The steps taken or impact on conservation of energy: Nil

(ii) The steps taken by the Company for utilizing alternate sources of energy: NA

(iii) The capital investment on energy conservation equipment: NA

B. TECHNOLOGY ABSORPTION

(i) The efforts made towards technology absorption: NA

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: NA

(iii) In case of imported technology (imported during last three years reckoned from the beginning of the financial year): NA

(iv) The expenditure incurred on research & development during the year: NA

C. FOREIGN EXCHANGE EARNING AND OUTGO

The foreign exchange earnings and expenditure of your Company: Nil

29. Particulars of Loans, Guarantees or Investments Under Section 186:-

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company have been disclosed in the notes to the Financial Statements.

30. Industrial and Human Relations

The Company maintained harmonious and cordial industrial relations with its workers. There are continuous programs that take care of welfare, skill development, training and personality development of employees at all levels.

31. Details of Management reply to Qualification Remarks by Statutory Auditor:

Statutory Auditor of the Company is given qualification remark as follows,

1. Balance in the account of Loan & Advances is subject to confirmation/reconciliation if any. The management does not expect any material adjustments in respect of the same affecting the Financial Statement on such reconciliation /adjustment.

2. The Company has not complied with the requirements of Ind AS 19 "Employee Benefits". As per the Standard, entities are required to recognize and disclose liabilities and expenses relating to employee benefits, including defined benefit obligations, actuarial gains/losses, and other long-term employee benefits, in accordance with the prescribed measurement and disclosure framework.

3. Based on our review, it is observed that interest income is not recognized on outstanding Loans and advances given to various parties and no such documents are provided before us to enable to crystallize the interest rate on the loans and advances hence in the absences of sufficient information, we are unable to calculate the interest income to be recognized on such loans and advances.

4. We draw attention to the accompanying financial statements, which describe that the balances in the accounts of Trade Receivables, Trade Payables, Advance to Suppliers are subject to confirmation / reconciliation and Subsequent adjustment, if required.

5. The Company has not complied with the provisions of TDS under Income Tax Act

Management is completing reconciliations, finalizing interest terms, and implementing Ind AS 19 employee benefit valuations alongside TDS compliance. All necessary adjustments and statutory disclosures will be fully complied with and reflected during the current financial year.

32. Acknowledgements

The Board expresses its gratitude and appreciation to the Government of India, Government of Gujarat, Financial Institutions, Insurance Companies, Banks, other business associates, Promoters, Shareholders and employees of the Company for their continued support. The Directors also gratefully acknowledge all stakeholders of the Company viz.: customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitments and continued contribution to the Company.

Place: Vadodara
Date: 31.08.2026	For and on behalf of the Board
	Sd/-
	Siddharth Chaturvedi
	Managing Director and CFO
	DIN:01968300