Brijlaxmi Leasing & Finance Ltd Directors Report

To,

The Members,

Your Directors have pleasure in presenting their 34^rdAnnual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

The financial performance of your Company:

PARTICULARS	For the year ended 31.03.2025	For the year ended 31.03.2024
	Amount (In Lacs)	Amount (In Lacs)
Revenue from operations	130.73	244.77
Other Income	503.67	72.76
Total Revenue	634.40	317.53
Total expenditure	420.42	226.97
Profit/Loss before Tax	213.98	90.56
Current Tax	55.64	14.49
Deferred Tax	0.05	0.12
Earlier Year Tax	-	-
Profit/ (Loss) for the year	158.29	75.95
Basic & diluted Earnings Per Share (in Rs.)	2.45	1.18

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. 130.73 Lakhs as compared to Rs. 244.77 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 31^stMarch, 2025.

4. Reserves

Since the company has not sufficient Profit during the year under review, your Board of Directors expresses their inability to carry any amount to reserves.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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 18^th December, 2024, Mr. Pradeep Jaiswal, Company Secretary is resigned from the position and On 01^st February 2025, Mrs. Anchal Patwari has been appointed as the Company Secretary and Compliance Officer of the Company.

10. 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.

11. 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.

12. Number of meetings

During the year, Five (05) Board Meetings and Four (04) 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.

13. Auditors

? Statutory Auditors

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) re- enactment(s)/amendment(s) thereof, for the time being in force M/s. DBS & Associates, Chartered Accountants (Firm Registration No. 081627N) were appointed as the Statutory Auditors of the Company to hold office for their first term from the conclusion the 28^th Annual General Meeting till the conclusion of 33^rd Annual General Meeting to be held in the year 2025. They are completing their first term as Statutory Auditors of the Company on conclusion of this 33^rd AGM.

The Board of Directors of the Company (the Board), at its meeting held on 5^th September, 2025, considering the experience and expertise and based on the recommendation of the Audit Committee, has proposed to the Members of the Company for the appointment of M/s. Maheshwari & Co., Chartered Accountants (Firm Registration No. 105834W) as Statutory Auditors of the Company for their first term of 5 (five) consecutive years from the conclusion of 33^rd AGM till the conclusion of the 38^th AGM on payment of such remuneration as may be mutually agreed upon between the Board of Directors and the Statutory Auditors, from time to time.

The Statutory Auditors Report forms part of the Annual Report. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

? Secretarial Auditors

In terms of the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Roy Jacob & Co., Practicing Company Secretaries, Mumbai, Maharashtra, to conduct the Secretarial Audit of the Company for the period of five financial year from 2025-26 to 2029-30. The Secretarial Audit Report for the Financial Year 2024-25 is annexed as Annexure to the Directors Report. The Report does not contain any qualification, reservation or adverse remark or disclaimer.

? Internal Auditor

Your Company has appointed M/s. S K Mundra & Associates, Chartered Accountants, Mumbai as the Internal Auditors to carry out the Internal Audit of various operational areas of the Company.

14. 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.

15. Details Of Establishment Of Vigil Mechanism For Directors And Employees

The Company has a Vigil Mechanism Policy in place to deal with instances, if any, of the fraud, mismanagement, misappropriations, if any and the same is placed on the Companys website.

16. 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.

17. Particulars of Employees:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 (Act) read with Rule 5 (2) and 5(3) of the Companies Act, 2013 (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no employee drawing remuneration in excess of the limits set out in the said Rules and other details as required under Section 197(12) of the Act, read with Rule 5(1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure forming part of this Report.

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 in the above table.

i) The median remuneration of employees of the Company during the financial year was Rs. 2.04 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.

17. Particulars of Contracts Or Arrangements with Related Parties

The Audit Committee of Directors at its Meeting held on 14^thFebruary, 2024 has accorded omnibus approval to execute transactions with related parties up to the value of Rs.1 Crore. During the Financial Year, the transactions entered into by the Company with Related Parties were in the ordinary course of business at arms length price and within the omnibus approval granted by the Audit Committee. The Company has not entered into contracts / arrangements / transactions with Related Parties which could be considered material in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and the Policy of the Company on 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 to the Balance Sheet as on 31^st March, 2025.

18. Listing Regulations Compliance

Your Companys Equity Shares are listed on BSE Ltd. and their listing fees for the Financial Years 2024-25 have been paid and the provisions of the Listing Obligation and Disclosures Requirement, Regulations, 2015 have been complied with.

19. Extract of Annual Return

The Annual Return of the Company as on 31" March, 2025, 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."

20. 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.

21.Secretarial Standards

The Directors state that applicable Secretarial Standards on Board Meetings (SS-1) and on General Meetings (SS-2) have been duly followed by the Company.

22. Share Capital

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. 2024-25 and hence, the disclosure requirements under section 43 and Rule 4 (4) of the Companies (Share Capital and Debentures) Rules, 2014, are not applicable.

There was no change in the Share capital structure of the Company.

23. 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

23. Directors Responsibility Statement

Your Directors state that:

i) in the preparation of the Annual Accounts for the Financial Year ended 31^st March, 2025, 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 31^st March, 2025 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.

24. 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.

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

There has been no change in the structure of the Investments made or Loans given or Guarantees provided in respect of such loans, during the year under review.

26. 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.

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

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

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

• The Company has not complied with provision if Ind AS- 19 for employee benefits.

• During the quarter company has waived off interest on loan given to some of the parties amounting to Rs. 71.01 Lakhs, due to inadequacy of supporting documents we are unable to comment on the same.

• We are not able to verify the Investments (140.87 lakhs) made in shares and securities, as management has not provided us with the demat statement and other related documents. We are not able to express our opinion on the same.

• The Company has not complied with section 138 of the companies Act in term of appointment of Internal Auditor of the company.

Reply: The Company will be complied in current year.

28. 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: 05.09.2025	For and on behalf of the Board
	Sd/-
	Siddharth Chaturvedi
	Managing Director and CFO
	DIN:01968300