Ceejay Finance Ltd Directors Report

To,

The Members,

Your Directors are pleased to present their Thirty-Three (33rd) Annual Report together with the Audited Financial Statements of the Company for the financial year ended March 31, 2026.

FINANCIAL RESULTS

PARTICULARS	YEAR ENDED	YEAR ENDED
	31/03/2026	31/03/2025
Revenue from operations	2653.87	2629.32
Other income	8.71	9.76
Total income	2662.58	2639.08
Profit before depreciation, finance cost & tax	1462.97	1362.11
Finance costs	390.05	390.40
Depreciation and amortization expense	43.04	41.16
Profit before tax	1029.88	930.55
Provision for tax	-	-
Current tax	251.86	244.32
Deferred tax	6.40	6.33
Provision of income tax of earlier period	-	-
Profit after tax	771.62	679.90

COMPANYS AFFAIRS AND FUTURE OUTLOOK

Total revenue including income from operations and other income increased to 2662.58 Lakhs in the current year from 2639.08 Lakhs in the previous year. The total expenses decreased to 1632.70 Lakhs in the current year from 1708.53 Lakhs in the previous year. The finance cost decreased to 390.05 Lakhs in the current year from 390.40 Lakhs in the previous year. Accordingly, the profit before tax increased to 1029.88 Lakhs in the current year from 930.55 Lakhs in the previous year. After providing tax of 258.26 Lakhs in the current year ( 250.65 in the previous year) profit after tax increased to 771.62 Lakhs from 679.90 Lakhs in the previous year.

The total disbursement made in the current year 8548 Lakhs as compared to 9648 Lakhs in previous year. The Companys strategy to focus for the business in smaller places and specialization in two/three wheeler segment/used four wheelers has remained unchanged. Asset Under Management of the Company has increased to 12209.23 Lakhs in current year from 11644.89 Lakh in the previous year.

The assets of the Company are properly and adequately insured and recoveries are at satisfactory level. DIVIDEND

The Board is pleased to recommend dividend at the rate of 1.50/- (@ 15%) per equity share of 10/- each for the financial year ended March 31, 2026, on the paid-up equity share capital of the Company. The dividend, if approved by the Members, will be paid to Members eligible as on the record date, within the period stipulated under the Companies Act, 2013.

If declared, the total amount outflow on account of dividend will be 51.75 Lakhs subject to deduction of TDS as applicable.

TRANSFER OF AMOUNT TO GENERAL RESERVES

The Company has transferred 617.30 Lakhs to General Reserve and 154.33 to Statutory Reserve during the year.

UNCLAIMED DIVIDEND AND TRANSFER OF SHARES TO IEPF

The total unclaimed dividend as on March 31, 2026 was 13.89 Lakhs. Unpaid / Unclaimed dividend of

3.92 Lakhs for the financial year 2017-18 has been transferred to the Investor Education and Protection Fund (IEPF) during the year.

Pursuant to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, 8894 equity shares have been transferred to IEPF during the year. The Company has duly complied with relevant applicable provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. The details of the unpaid and unclaimed dividend are uploaded at Company and IEPF Website www.iepf.gov.in. The Board has appointed Company Secretary and Compliance Officer as Nodal Officer to co-ordinate with IEPF Authority and the Contact details of the same are available at Companys website www.ceejayfinance.com.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company does not have any Subsidiary Companies, Associate Companies or Joint Venture Companies during the year under review.

CAPITAL STRUCTURE

There was no change in the authorised, issued, subscribed and paid-up Share Capital of the Company during the year under review.

CHANGE IN NATURE OF BUSINESS

Your Company continues to operate in the single business segment as that of previous year and there was no change in the nature of the business during the year.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments have occurred after the close of the financial year till the date of this report, which affect or is likely to affect the financial position of the Company.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATERS OR COURTS OR TRIBUNALS

No orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operation in future.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the statutory auditors under Section 143(12) of the Act and rules framed thereunder.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and rules made thereunder, the Annual Return as on March 31, 2026 is available on the website of the Company at www.ceejayfinance.com.

MANAGEMENT DISCUSSION AND ANALYSIS Global Economic Overview

The global economic outlook is shaped by two opposing forces: a negative supply shock from the Middle East conflict and a positive technology shock driven by accelerated advancements in artificial intelligence. Global growth is projected to reach 3.0 percent in 2026 and 3.4 percent in 2027, slowing down from the 3.5 percent average seen in 2024-2025. This modest slowdown reflects how strong demand-driven momentum in the global technology cycle is only partly offsetting the geopolitical headwinds and supply chain disruptions caused by regional conflict.

At the same time, the global disinflation trend has stalled, with headline inflation expected to rise from 4.1 percent in 2025 to 4.7 percent in 2026 primarily driven by higher energy and food prices before easing back to 3.9 percent in 2027. The most imminent risk to this baseline forecast is a potential reescalation of tensions in the Middle East, which could extend commodity price volatility and heighten financial pressures. Vulnerable emerging markets face risks of capital outflows and currency depreciation, particularly oil-importing Asian

economies, whereas non-Middle Eastern energy exporters have experienced stronger currency performances.

Despite these uncertainties, several supportive factors are helping sustain global economic activity. These include the lagged effects of earlier interest rate cuts in the United States and the Euro area, continued robust investments in the technology sector that promise productivity gains, and broadly supportive fiscal policies. Specifically, tax incentives in the US, increased infrastructure and defense spending in Europe, and fiscal stimulus from Japans government are working to dilute the negative impacts of the war and stabilize the broader economic outlook. (Source: IMF World Economic Outlook - July 2026)

Indian Economy Overview

Indias economy continues to demonstrate strong momentum, with the First Advance Estimates for FY26 placing real GDP growth at 7.4 per cent and GVA growth at 7.3 per cent. This performance reaffirms Indias position as the fastest-growing major economy for the fourth consecutive year, driven primarily by domestic demand and supportive macroeconomic fundamentals.

Private Final Consumption Expenditure (PFCE) rose to 61.5 per cent of GDP in FY26 the highest level since FY12 backed by low inflation, stable employment, and rising real purchasing power. This consumption strength is broad-based, fueled by steady rural performance from strong agriculture and a gradual recovery in urban demand aided by tax rationalization.

On the price front, headline CPI inflation eased significantly to 1.7 per cent between April and December 2026, driven by sharp disinflation in food prices, favorable farm conditions, and supply-side interventions. Meanwhile, external demand also contributed positively, with total exports reaching a record USD 825.3 billion in FY25 and sustaining growth into FY26 despite heightened U.S. tariffs and global trade uncertainties.

Looking ahead, the Indian Meteorological Departments preliminary forecast of below-normal monsoon rainfall in 2026 due to El-Nino poses some risks to the agricultural and rural economy. Combined with global trade pressures, these factors have led the Economic Survey to project a moderated real GDP growth range of 6.8 to 7.2 per cent for FY27.

Despite potential near-term headwinds in FY27, cumulative policy reforms such as GST rationalization and regulatory simplification alongside structural advantages like urbanization, demographics, and an expanding middle class, keep India firmly on track toward the vision of Viksit Bharat. (Source: Economic Survey 202526)

Industry Structure and Developments

Indias financial sector exhibited robust performance in FY26 (April-December 2025), driven by strategic policy actions, structural resilience, and easing inflation. To support growth, the Reserve Bank of India reduced the repo rate and injected liquidity via cash reserve ratio cuts and open market operations. Concurrently, major regulatory reforms such as permitting 100% FDI in insurance and pensions and easing capital market rules drove FDI inflows to US$ 7.6 billion (April-September 2025) and robust IPO activity of about US$ 22 billion in 2025.

The financial intermediation landscape has accelerated its digital transformation through the Unified Payments Interface, AI-driven credit scoring, and digital public infrastructure to democratize financial access. Amid a moderation in traditional commercial bank credit growth to 8.24% in FY25, corporate funding successfully diversified toward market-based instruments (commercial papers and corporate bonds). Overall financial flows from domestic sources to the commercial sector have shown remarkable resilience, registering a CAGR of 28.6% since FY20.

Non-Banking Financial Companies (NBFCs) experienced substantial expansion, with net credit flows to the commercial sector growing at a robust CAGR of 43.3% between FY20 and FY25, outpacing non-food bank credit. NBFCs continued serving as vital last-mile credit providers, sustaining strong double-digit lending growth to MSMEs. Meanwhile, credit growth in the services sector strengthened to an average of 12.4%

year-on-year in October-November 2025, heavily propelled by a rebound in NBFC lending and retail demand.

Consumption and credit-led segments including automobiles, mortgages, and consumer lending are positioned for healthy, calibrated growth supported by digital underwriting, improved risk selection, and strong origination quality. Specifically, two-wheeler financing is projected to grow at a CAGR of 14% to 16% from Fiscal 2025 to Fiscal 2028, reaching 2.4 to 2.6 trillion. In unsecured lending, recent regulatory measures and moderation have strengthened portfolio resilience, paving the way for a gradual recovery in momentum.

Opportunities

The credit growth of NBFCs which has trended above Indias GDP growth historically, is expected to continue to rise at a faster pace. NBFCs have shown remarkable resilience and gained importance in the financial sector ecosystem, growing from less than 2 trillion AUM at the turn of the century to 48 trillion at the end of FY25. Crisil Intelligence expects NBFC credit to grow at 15-17% between FY25 and FY28 driven by growth across retail, MSME and corporate segments continuing to be the primary drivers NBFCs are expected to continue to gain market share over other lenders due to their ability to provide flexible lending solutions and tailored services, focused approach to tap underserved and niche customer segments, ability to penetrate deeper into geographies, leveraging technology to reimagine the lending process, strong origination skills and shorter turnaround time.

Indias Tier-2 and Tier-3 cities are witnessing steady growth in entrepreneurship, reshaping the countrys lending landscape. Cities like Pune, Jaipur, and Coimbatore are emerging as strong MSME hubs alongside metropolitan areas. The rising demand for MSME loans in Tier-2 and Tier-3 regions is supported by increasing digital adoption, improved infrastructure, and financial inclusion initiatives. As a result, lenders are expanding their focus beyond Tier-1 cities to tap into these growing markets.

NBFCs ability to tap markets not serviced by Banks is expected to help them gain an edge. New and used car loan will be a favoured option for NBFCs with the consideration that PVs carry low risk, can penetrate Tier 2 and 3 markets better and also serve unserved segment. (Source: IIFL Finance article/CRISIL report, Sept-2025)

Threats

Fintech Loan: Rapid growth in unsecured small-ticket loans, particularly those originated through fintech platforms, warrants close monitoring. Accordingly, while the overall health of the NBFC sector remains strong, lenders closely monitor risks arising from unsecured retail lending and fintech-driven credit expansion.

Digital Lending: Digital lending has emerged as a key innovation in Indias financial system. At the same time, its rapid growth has led to concerns such as mis-selling, data-privacy breaches, unfair practices, opaque interest rates and fees, and unethical recovery methods, especially with the involvement of third- party lending service providers (LSPs).

Geopolitical Risks and Supply Chain Disruptions: The ongoing geopolitical conflicts may disrupt global supply chains, resulting in cost escalation, project delays and working capital stress. In view of the above, the lending policies should adequately evaluate supply chain concentration and import dependence. Changes in Regulatory norms: A shift to a pure asset-size trigger for classifying non-banking financial companies is set to reshape regulatory positioning across the sector, with a larger pool of lenders likely to face stricter oversight as they scale up balance sheets. Draft amendments issued by the Reserve Bank of India propose a 1,00,000 Crore asset threshold for entry into the upper layer. The change is expected to alter growth incentives for NBFCs, particularly those nearing the threshold, as crossing it would automatically bring tighter capital, governance and disclosure requirement.

Inflationary Pressures: while inflation remains within the RBIs tolerance band, it is expected to rise due to higher oil prices and adverse weather conditions. Persistent inflation could increase borrowing costs and weaken the debt servicing capacity of borrowers.

Capital Flow Volatility: continued weakness in foreign capital inflows and global financial market volatility may affect liquidity and funding conditions. To safeguard their operations, the Banks should maintain prudent liquidity management and funding diversification and also tight credit norms.

Interest Rate Fluctuations: NBFCs are entering a period of higher funding costs as bond yields and policy rates move upward, with incremental cost of funds rising by an estimated 30-50 basis points since February 2026. The pressure on net interest margins is expected to become more visible in the second half of FY27, driven by tighter liquidity conditions, rising government bond yields and widening credit spreads. (Source: Economic Times Article/Financial Stability Report-June 2026/RBI report on trend and progress of Banking in India)

Segment/Productwise performance

The Company operates in single business segment i.e. NBFC/Finance. CEEJAY Finance intends to continue its focus on serving the informal segment in the rural and semi-urban areas and scale up business by deepening the penetration levels of existing branch network to reach more unorganized enterprises in the rural and semi-urban areas. CEEJAY Finance would be selective in choosing the customer segments, after effective credit underwriting and enhanced risk management framework to maintain portfolio quality. On the liquidity front, we would continue to maintain higher than required liquidity during the early part of the year. We would take every step into the coming year cautiously. Protecting the portfolio, ensuring safety of our employees, containing cost and improving efficiency would be our key focus areas for the coming months till the environment becomes clear.

The Companys significant share of revenue comes from two-wheeler finance in rural/small town area. The thrust on rural/small town and infrastructure sectors by the government could rejuvenate rural/small town demand and also crowd in private investment. We continue to focus on two-wheeler and Second-hand fourwheeler Vehicle financing and we adopt such business models which generates required return on assets and the quality portfolio.

Our mission is to be sound NBFC among regional players in terms of product offerings, technology, service levels, risk management and audit and compliance etc. The objective is to continue building sound customer/ franchises across distinct businesses so as to be a preferred provider of NBFC services for its target retail and customer segments, and to achieve a healthy growth in profitability, consistent with the Companys risk appetite.

The Companys range of retail financial products and excellent services and branches network is fairly exhaustive to meet up the coming challenges. The objective is continuing to build sound customer/dealer friendly atmosphere to achieve healthy growth in profitability, consistent with Companys risk appetite. The Company also emphasizes to develop innovative products and services that attract its Customers, Increase its market share as NBFC and financial services industry by following a disciplined growth strategy focusing on balancing quality and volume growth while delivering high quality customer service, maintain reasonably good standards for asset quality through disciplined credit risk management; and continue to develop products and services that reduce its cost of funds; and Focus on healthy earnings growth with low volatility. Our Company growth is more important especially looking to the concentration in rural area for the business. The Company grew its retail assets portfolio in a well-balanced manner focusing on both returns as well as risk. Company intends to follow conservative view in the coming years. Company also expects continuous threats to small/medium Company like us, from global/giant players in the retail finance market especially with large size/volume, lower rate of interest and ability to sustain in the market is inevitable for the Company to sustain in the market. Overall, in spite of various pros and cons your Company has demonstrated outstanding achievement in terms of earned valued and well-built market presence. Your Company is cash rich, has better liquidity, improved working capital and it has shown its readiness to accept market challenges. All of these are signs of strong fundamentals which the Company has been able to establish with the help of batter and professional management support. The main growth drivers for the Company are Unique value

proposition, Regional outreach, Deep understanding of the customer segment, Customized product offerings, Availability of capital, Leveraging technology, Co-lending arrangements and Risk management.

Outlook

Indias Non-Banking Financial Companies (NBFCs) have evolved into a booming financial powerhouse worth over 48 Lakh Crore, driven by robust double-digit AUM growth, profitability, and an essential role in the nations journey toward a $5 trillion economy. However, broader technology adoption remains in its early stages. According to RBI surveys, AI implementation sits at only 21% across financial institutions, heavily concentrated among larger banks due to resource constraints, limited data infrastructure, and a shortage of skilled talent at smaller entities and NBFCs, where existing AI uses remain basic.

Driven by 2023-24 regulatory changes, NBFCs and fintechs have successfully shifted their strategies away from risky unsecured consumer loans toward secured assets. This disciplined pivot has significantly strengthened asset quality: between June 2023 and June 2025, very low-risk borrowers grew from 20% to nearly 29%, while high-risk borrowers dropped from 38% to under 29%.

By successfully balancing regulatory compliance with prudent risk management, NBFCs have proven that profitability and inclusive financial empowerment can go hand in hand. They are no longer just an alternative to traditional banks, but a foundational pillar of Indias diverse and resilient financial ecosystem.

Risk Manaqement/Swot Analysis and Internal Control Systems and their Adequacy

Managing risk is fundamental for ensuring sustained profitability and stability of an organisation. Risk management is the process of identifying, assessing, and controlling threats to an organisations capital and earnings and focuses on proactive approach to manage both existing and emerging risks. The Company views risk management as one of its core competencies and endeavors to ensure that risks are identified, assessed, and managed in a timely manner. The Company risk management framework aligns risk and capital management to business strategies; aims to protect its financial strength and reputation; and ensures support to business activities for adding value to customers while creating sustainable Shareholder value.

In its pursuit of creating value for stakeholders through sustainable business growth Company has put in place a robust risk management framework to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. Given the nature of the business the company is engaged in, the risk framework recognizes that there is uncertainty in creating and sustaining such value as well as in identifying opportunities. Risk management is therefore made an integral part of the companys operations.

Your Company is exposed to various risks that are an inherent part of any financial service business. Traditionally, credit, operational and liquidity risks have always been seen as the top tier risks. The Companys risk management framework is well dimensioned and managed based on a clear understanding of various risks, disciplined risk assessment, measurement procedures and continuous monitoring. The Board of Directors has oversight on all risks assumed by the Company and to facilitate focused oversight of the risks identified. These risks have the potential of impacting the financial strength, operations and reputation of your Company. Keeping this in mind, your Company has a Risk Management Framework in place. The effectiveness of this framework is supervised periodically. Your company is committed towards creating an environment of increased risk awareness at all levels. It also aims at constantly upgrading the appropriate security measures, including cyber security measures, to ensure avoidance and mitigation of various risks and achieve an optimised balance of return for the risk assumed, while remaining within acceptable risk levels. Your Company conducts stress tests to assess the resilience of its Balance Sheet. This also helps to provide insights to the Management to understand the nature and extent of vulnerabilities, quantify the impact and develop plausible business-as-usual mitigating actions. The market witnessed substantial turbulence in the previous year, stemming from multiple sources impacting the industry. However, as your Company has been fundamentally built on the principle of sound risk management practices, it has successfully weathered the market turbulence and continues to remain resilient.

The Central Bank has been tightening regulations to manage the risk in the sector and has been proposing higher capital and provisioning requirements. It has also been stressing on higher disclosures to safeguard public money and prevent systemic shocks. In addition, the RBI has taken rapid preventive actions in addressing specific issues to manage systemic risk. It is expected that RBI will continue to monitor the activity and performance of the NBFC sector with a focus on major entities and their inter-linkages with other sectors to maintain financial stability in the short, medium and long-term.

Your Company has comprehensive Risk Management System towards identification and evaluation of all potential business risks. Management has developed Risk Management Plan and reviews its implementation regularly. The Company is exposed to external and internal risk associated with its business. To counter these risks, the Company continues to broaden its product portfolio, increase customer profile and geographic reach. Taking on various types of risk is integral to the NBFC business. Sound risk management and balancing risk reward trade-offs are critical to a Companys success. Business and revenue growth have therefore to be weighed in the context of the risks implicit in the Companys business strategy. Of the various types of risks your Company is exposed to, the most important are credit risk, credit concentration risk, market risk, business risk, strategic risk, interest rate risk, model risk, technology risk including liquidity risk price risk and operational risk. The identification, measurement, monitoring and management of risks accordingly remain a key focus area for the Company. For credit risk, appropriate distinct policies and processes are in place for the retail businesses. Overall portfolio diversification and reviews also facilitate mitigation and management. Especially a small capital based Company faces multiple problems due to poor recovery systems. The specific NPA provisions that the Company has made continue to be more conservative than the regulatory requirements. This will help the Company to maintain high standards for assets quality through disciplined credit risk management. The Company has strength as being the pioneer in the two wheeler vehicles financing sector in Gujarat/Maharashtra, Oldest NBFC since last 29 years, sound financial position since inception, a well-defined and scalable organisation structure, strong financial track record with low Non Performing Assets (NPAs), Experienced and stable management team, strong relationships with public, private as well as banks, fast Procedure. However, your Company is facing the threat of, small organisation structure, availability of cheaper fund, competition with large NBFCs/Banks, direct manufacturer involvement in finance business and rain fall affecting rural area. Regulatory restrictions - continuously evolving Government regulations and uncertain economic and political environment may impact operations.

Your Company continued to focus on managing cash efficiently and ensured that it had adequate levels of liquidity apart from back-up lines of credit to support business requirement and near term liability maturity.

Further, Capital Adequacy (capital as a % of total advances) is quite comfortable at around 64.12%, well above regulatory minimum of 15%.

Also, CEEJAY has healthy internal controls system in place, driven through various procedures and policies which are reviewed and tested periodically, across processes, units and functions. CEEJAY teams have an eye on the market; have inbuilt processes to identify the existing and probable risks and to mitigate identified risks. Senior management also monitors the mitigating measures. The Company has various committees which are designed to review and oversee critical aspects of Companys operations.

Financial Performance

As on March 31, 2026 Asset Under Management of the Company was 12209.23 Lakhs in the current year against 11644.89 Lakh in the previous year. The Company has made impairment loss allowance of 262.41 Lakhs during the year. There is impairment of financial instrument of 107.39 Lakhs. The total disbursement made in the current year 8548 Lakhs as compared to 9648 Lakhs in previous year.

Key Ratios

Ratio	2025-2026	2024-2025
Capital to risk-weighted assets ratio (CRAR)
Tier I CRAR	64.12%	60.58%
Tier II CRAR	-	-
Liquidity Coverage Ratio	87.32%	56.03%

Capital Adequacy Ratio

Your Companys Capital Adequacy Ratio (CAR) stood at 64.12%, well above the regulatory minimum of 15%. The revised Guidelines issued by RBI for recognition of Income, asset classification, Investment accounting, provision for non-performing assets and capital adequacy have been followed by your Company. The Company has also made the provision for non-performing assets in case of sub-standard, doubtful and loss assets as per RBI guidelines.

Disclosure of Accounting Treatment and Fulfilment of the RBIs Norms and Standards

The Company has followed the same Accounting Standard as prescribed in preparation of Financial Statements and the Company has complied with the applicable norms and standards laid down by the RBI.

CAUTIONARY NOTE Certain statements in this Report may be forward-looking and are stated as may be required by applicable laws and regulations. Actual results may vary from those expressed or implied, depending upon economic conditions, government policies, regulations, tax laws, other statutes and other incidental/related factors.

RESOURCE MOBILATION/ICRA RATING

Cost of funds for retail-focused NBFCs, which remained high at 10%-12%, is likely to increase during the year. As mentioned earlier, Company is in constant search to avail cheaper fund to reduce our cost of funds. The cash credit limit of the Company remains same that is 1500 Lakhs with the Banks during the year under review.

The Company has discontinued accepting or renewing fresh deposits, therefore there no outstanding fixed deposit as on date. Inter Corporate Deposit (received) decreased to 3,000.00 Lakhs in the current year from 3272.07 Lakhs in previous year.

During the year there was no change in rating as assigned CARE BBB-Stable/CARE A3 (Triple B Minus; Outlook: Stable/A Three) by CARE Ratings Limited for Long Term/Short Term Bank Facilities of the Company from Banks.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning of provision of NonBanking Financial Companies acceptance of public deposits (Reserve Banks) Direction, 1998.

As reported earlier, the Company has discontinued accepting or renewing fresh/existing fixed deposits. At the close of the year, no amount remained unclaimed or unpaid. The Company does not have any claimed but unpaid deposits.

DIRECTORATE/KMP AND DECLARATIONS

Mr. Deepak Patel (DIN: 00081100), Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mrs. Prachi Patel (DIN: 11238703) was appointed as an Additional Director (Non-Executive Independent Director) w.e.f. August 12, 2025 and Shareholders of the Company has approved her appointment as

Independent Director of the Company for a term of five consecutive years at the Annual General Meeting of the Company held on September 27, 2025.

Mrs. Mrudula Patel (DIN: 07143287) completed her second term as an Independent Director of the Company and accordingly ceased as an Independent Director of the Company with effect from September 25, 2025.

The Board of Directors of the Company hereby confirms/declares that the Independent Directors duly appointed by the Company have submitted declarations and that they meets the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Deepak Patel, Managing Director, Mr. Devang Shah, Chief Financial Officer and Mr. Kamlesh Upadhyaya, Company Secretary are the Key Managerial Personnel of the Company as on March 31, 2026.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013 and not debarred or disqualified by the SEBI / Ministry of Corporate Affairs (MCA) or any such statutory authority from being appointed or continuing as Director of the Company or any other Company where such Director holds such position in terms of Regulation 34(3) and Clause 10(i) of Part C of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NUMBER OF MEETINGS OF THE BOARD

Four meetings of the Board of Directors of the Company were held during the financial year. The meetings details are provided in the Corporate Governance Report, which is a part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of clause (c) of sub-Section (3) of Section 134 of the Companies Act, 2013, which states that:

(a) (a)in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(b) the Directors have 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 at the end of the financial year and of the profit of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the Annual Accounts on a going concern basis;

(e) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

CORPORATE GOVERNANCE

The Company has been following the principles and practices of good Corporate Governance and has ensured compliance of the requirements stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations").

As per the Listing Regulations, a detailed Report on Corporate Governance along with the Certificate

thereon issued by Secretarial Auditors of the Company form part of the Boards Report.

SECRETARIAL STANDARDS

The Company has complied with applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

LISTING AGREEMENT WITH STOCK EXCHANGES

Pursuant to the provisions of the listing agreement with stock exchanges, the equity shares of the Company are listed on BSE Limited and annual listing fees has been paid to the said Stock Exchange for the financial year 2026-27.

DEPOSITORY SYSTEM

Your Company has established electronic connectivity with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the compulsory dematerialization of Companys equity shares on Stock Exchanges, Members are requested to dematerialize the shares on either of the depositories as aforesaid.

The Board would like to bring to your notice that in terms of amended Regulation 40 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 vide notification dated June 8, 2018 and in terms of Circular of BSE Limited dated July 05, 2018, effective from December 5, 2018 including amendments from time to time, all shares which are lodged for transfer shall be transferred in dematerialized form only. Hence, those Members who have yet not dematerialized their shares are hereby requested to dematerialize the same as early as possible.

INTERNAL AUDITORS, AUDIT REPORT AND COMPLIANCE

In terms of the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, M/s. Vipinchandra C. Shah & Co. (Firm Registration No. 111541W), Chartered Accountants, was appointed as Internal Auditor of the Company for the financial year 2025-26, who regularly carries out the Internal Audit of the Company.

All Audit Reports are regularly placed before the Audit Committee at Committees meetings. After providing due explanations, the Company adopts the final suggestions and necessary effects are given in accounting process and system of the Company. There are no qualifications, reservations or adverse remarks or disclaimer made by the Internal Auditors in their Reports.

STATUTORY AUDITORS & AUDIT REPORT

The Company had appointed M/s. Kantilal Patel & Co. (Firm Registration No. 104744W), Chartered Accountants, as Statutory Auditors of the Company at the 29^th AGM till the conclusion of 34^th AGM in compliance with the provision of Section 139(1) of the Companies Act, 2013.

The Report given by the Auditors on the financial statement of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer made by the Auditors in their Report.

SECRETARIAL AUDITORS AND AUDIT REPORT

The Company had appointed M/s. Alpesh Vekariya & Associates (Firm Registration No. S2018GJ652400), Company Secretaries, as Secretarial Auditor of the Company at the 32^nd AGM in compliance with provisions of Regulation 24A of the Listing Regulations read with Section 204 of the Companies Act, 2013 and rules made thereunder, for a term of five (5) consecutive years commencing from financial year 2025-26 till financial year 2029-30 to undertake the Secretarial Audit of the Company.

The Report given by the Secretarial Auditor form part of this Report. There has been no qualification,

reservation, adverse remark or disclaimer made by the Secretarial Auditors in their Report.

CORPORATE SOCIAL RESPONSIBILITY [CSR]

Companys CSR initiatives and activities are aligned to the requirements of Section 135 of the Act and rules made thereunder. The CSR Policy of the Company as approved by the Board on the recommendation of the CSR Committee is available on the website of the Company at www.ceejayfinance.com.

The Annual Report on CSR Activities undertaken by the Company during the financial year 2025-26 is annexed as Annexure-A and forms part of this Report. The details pertaining the CSR Committee and meetings are provided in the Corporate Governance Report, which is a part of this Report.

NOMINATION AND REMUNERATION COMMITTEE

The role and responsibilities, Companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Directors and other related matters are in conformity with the requirements of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details pertaining to the composition and meetings of the Nomination and Remuneration Committee are included in the Corporate Governance Report, which is a part of this Report.

AUDIT COMMITTEE

The scope of Audit Committee is in accordance with the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details pertaining to the composition and meetings of the Audit Committee are included in the Corporate Governance Report, which is a part of this Report.

STAKEHOLDERS RELATIONSHIP / INVESTOR GRIEVANCES COMMITTEE

The Company has constituted the Stakeholders Relationship Committee (SRC) in accordance with the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details pertaining to the composition, functions and meetings of the SRC are included in the Corporate Governance Report, which is a part of this Report.

EVALUATION OF BOARD, COMMITTEE AND DIRECTORS

A detailed exercise for evaluation of the performance of the Board, its various Committees and also the performance of individual Directors pursuant to the provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 was carried out by the Board by way of structured questionnaire and Directors were satisfied with the evaluation process. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Independent Director being evaluated. The Directors expressed their satisfaction with the evaluation process. The performance of the Board and that of its various Committees were evaluated on the basis of various parameters like adequacy of composition, Board culture, execution and performance of specific duties, effectiveness of Board processes, effectiveness of Committee meetings, obligations and governance etc. Whereas the evaluation of individual Directors and that of the Chairman of the Board was on the basis of various factors like their attendance, level of their engagement, their contribution, and independency of judgment, their contribution in safeguarding the interest of the Company and other relevant factors. The Board and Committees put sufficient efforts to safeguard the interest of the Company. The information relating to its terms of reference, number of meetings held and attendance etc. during the year under report are provided in Corporate Governance Report, which is a part of this Report.

DISCLOSURE OF REMUNERATION RATIO

The particulars of ratio of remuneration of Director, KMP and employees, more particularly described under Section 197(12) of the Companies Act, 2013 and Rules 5 of Companies (Appointment and Remuneration of

Managerial Personnel) Rules 2014 are given in Annexure-B to this Report.

PARTICULARS OF EMPLOYEES

During the year under Report, there were no Employees covered by Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PARTICULARS OF LOANS AND INVESTMENTS

The Company being NBFC registered with Reserve Bank of India (RBI) with principal business as loan Company, the provisions of Section 186, except Sub-Section (1), of the Companies Act, 2013 are not applicable to it. Hence, no particulars thereof as envisaged under Section 134(3)(g) of the Act are covered in this Report.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

Not Applicable

RELATED PARTY TRANSACTIONS

None of the transactions with related parties fall under the scope of Section 188(1) of the Companies Act, 2013. Accordingly, the disclosure is not applicable to the Company for financial year and hence does not form part of this Report. However, other related party transactions not covered above are disclosed in the Financial Statements.

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

As the Company is in finance and loan segment, the Company has no activities relating to conservation of energy or technology absorption. The Company has had no foreign exchange earnings or outgoes during the year under review.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND OTHER DISCLOSURES

The Company has zero tolerance for sexual harassment at workplace and the Company has, in place, a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up by the Company in compliance with the provisions of the said Act to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of complaint(s) relating to child labour, forced labour, involuntary labour, sexual harassment received and disposed-off during the year:

(a) Number of complaints pending in the beginning of the financial year: Nil

(b) Number of complaints filed during the financial year: Nil

(c) Number of complaints disposed of during the financial year: NA

(d) Number of cases pending for more than ninety days: Nil

(e) Number of complaints pending as on end of the financial year: Nil STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company confirms compliance with all applicable provisions of the Maternity Benefit Act, 1961. Necessary policies and support systems are in place to ensure the welfare of women employees, and no instances of non-compliance were reported during the year.

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

During the year under review, neither any application was made nor any proceedings were pending under Insolvency and Bankruptcy Code, 2016.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a "Vigil Mechanism/Whistle Blower Policy". The Brief details of establishment of this policy are provided in the Corporate Governance Report, which is a part of this Report.

RISK MANAGEMENT POLICY

The Company was already having risk management system to identify, evaluate and minimize the business risks. The Company during the year had formalized the same by adopting Risk Management Policy. This policy intends to identify, evaluate monitor and minimize the identifiable risks in the organization.

REMUNERATION POLICY

Remuneration to Managing Director: The remuneration paid to Managing Director is recommended by the Nomination and Remuneration Committee and approved by Board of Directors and Shareholders of the Company. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

Remuneration to Non-Executive Directors: No fee/remuneration is being paid to the Non-Executive Directors.

CODE OF CONDUCT

The Code of Conduct for all Board members and Senior Management of the Company have been laid down and are being complied with in words and spirit. The compliance on declaration of code of Conduct signed by Managing Director of the Company is included as a part of this Annual Report.

GREEN INITIATIVE

In accordance with the Green Initiative, the Company has been sending the Annual Report/Notice of AGM in electronic mode to those Shareholders whose Email ids are registered with the Company and/or the Depository Participants. Your Directors are thankful to the Shareholders for actively participating in the Green Initiative.

ACKNOWLEDGEMENT

The Directors would like to place on record their sincere appreciation to all the employees for their continued effort towards the growth of the Company and would also like to express their thanks to the Bankers, Shareholders and Customers for their support and contribution which enabled the Company to achieve its goals for the year. The Directors also thank the Government and concerned Government departments and agencies for their co-operation.

	For and on behalf of the Board of Directors of
	CEEJAY FINANCE LIMITED
	Kiran Patel
Place: Nadiad	Chairman
Date: May 29, 2026	DIN: 00081061